this - department of justice - office of the attorney general

Rece1ved Page 2122299 1247 2124801611 -gt ATTY GEN TOBACCO DEC221999 357PM r--TBANK CORP AGT TR NO 870 P2

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~SCROWAGREEMENT

This EscIOwAgreement is entered into as ofDecember 23 1998 by the undersigned State officials (on behalfoftheir respective Settling States) the undersigned Participating Manufacturers end Citibank NA as escrowaaent (the middotEscrow Agen(middot)

WITNESSE1H

WHEREAS the Settling States and the Participating Manufacturers have entered into a settlement agreement entitled the Master Settlement Agreement (the Jgreement) and

WHEREAS the Agreement requires the Settling States and the Participating Manufacturers to enter into this Escrow Agreement

NOW THEREFORE the parties hereto agree as follows

SECTION 1 Appointment 01Escrow Agent

The Settling States and the Participating Manufacturers hereby appoint Citibank NA to serve as Escrow Agent under this Agreement on the teons and conditions set forth herein and the Escrow Agent by its execution hereof hereby accepts such appointment and agrees to perfonn the duties and obligations ofthe Escrow Agent set forth herein The Settling States and the Participating Manufacturers agree that the Escrow Agent appointed under the terms of this Escrow Agreement shall be the Escrow Agent as defined in and for aU purposes of the Agreement

SECTION 2 Definitions

(a) Capitalized terms used in this Escrow Agreement and not otherwise defined herein shall have the m~aning given to such terms in the Agreement

(b) Escrow Court means the court of the State ofNew York to which the Agreement is presented for approval or such other court as agreed to by the Original Participating Manufacturers and a majority ofthose Attorneys General who are both the Attorney General ofa Settling State and a member ofthe NMO executive committee at the time in question

SECTION 3 Escrow andAccounts

(a) All funds received by the Escrow Agent pursuant to the terms ofthe Agreement shall be held and disbUSed in accordance with the terms of this Escrow Agreement Such funds and any earnings thereon shall constitute the Escrow and shall be held by the Escrow Agent separate and apart from all other funds and accounts ofthe Escrow Agent the Settling States and the Participating Manufacturers

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lITIBANK CORP AGT TR NO 870 DEC221999 357PM

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(b) The Escrow Agent shall allocate the Escrow among the following separate accounts (each an Account and collectively the Accounts) in accordance with Mitten instructions from the Independent Auditor

Subsection VI(b) Account Subsection VI(e) Account (First)

Subsection VICe) Account (Subsequent) Subsection vnI(b) Account - Subsection VIU(e) Account Subsection IX(b) Account (First) - ~~

Subsection lX(b) Account (Subsequent) ~-

Subsection IX(c)(l) Account Subsection IX(c)(2) Account Subsection IX(e) Account

Disputed Payments Account I

State-Specific Accounts with respect to each Settling State in which State-Specific Finality occurs

(c) All amounts credited to an Account shall be retained in such Account until disbursed therefrom in accordance with the provisions oftrus Escrow Agreement pursuant to (i) written instructions from the Independent Auditor or (ii) written instructions from all oftbe following all ofthe Original Participating Manufacturers all ofthe Subsequent Participating Manufacturers that contributed to such amounts in such Account and all of the Settling States (collectively the Escrow Parties) The Escrow Agent shall be entitled to rely upon the Independent Auditors identification of the Settling States and the Subsequent Participating Manufacturers that contributed to any amounts in an Account In the event of a conflict instructions pursuant to clause (ii) shall govern over instructions pursuant to clause (i)

(d) OIl the first Business Day after each date identified to the Escrow Agent by the Independent Auditor in writing as a date upon which any payment is due under the Agreement the Escrow Agent shall deliver to eaeh other Notice party a written statement showing the amount ofsuch payment (or indicating that no payment was made ifsuch is the case) the source of such payment the Account or Accounts to which such payment has been credited and the payment instructions received by the Escrow Agent from the Independent Auditor with respect to such payment

(e) The Escrow Agent shall comply with all payment instructions received from the Independent Auditor unless before 11 00 am (New York City time) on the scheduled date ofpayment it receives written instructions to the contrary from all ofthe Escrow Parties in which event it shall comply with such instructions bull

(f) On the first Business Day after disbursing any funds from an Account the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount disbursed the date ofsuch disbursement and the payee ofthe disbursed funds

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P4 2124~Ul~11 -gt ATTY GEN TOBACCO Page 4

Hece~ved 1222~~ 124~ CTTIBANK CORP AGT TR NO 870DEC 22 1999 358PM

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SECTION 4 FatiUle ofEsCloW Agent to Receive Instructions

In the event that the Escrow Agent fails to receive any written instructions contemplated by this Escrow Agreement the Escrow Agent shall be fully protected in refraining from taking any action required under any section ofthis Escrow Agreement other than Section S until such written instructions arc received by the Escrow Agent

SECnON S Investment ofFunds by Escrow Agent

(a) The Escrow Agent shall invest and reinvest all amounts from time to time credited to the Accounts in either (i) direct-obligations of or obligations the timely payment ofprincipal and interest on which are fully and uncondi~onally guaranteed by the United States ofAmerica or any agency thereof maturing no more than one year after the date of acquisition thereof (il) repurchase agreements fully collateralized by securities described in clause (i) above and with a counterparty whose long-term debt securities are rated oAA or higher by Standard amp Poorts and Aa or higher by Moodys (iii) interest-bearing time or demand deposits with or certificates of deposit maturing within 30 days ofthe acquisition thereof and issued by any bank or trust company organized under the laws ofthe United States ofAmerica or ofany ofthe SO

States thereof and having combined capital surplus and undistributed profits in excess of $SOOOOOOOO whose long-term unsecured debt is rated AA or higher by Standard amp Poors and Aa or higher by Moodys (iv) commercial paper rated (on the date of acquisition thereof) at least A-I and P-l or equivalent by Standard amp Poors and Moodys respectively maturing not more than 180 days from the date ofcreation thereof (v) money market funds that invest solely in securities described in clause (I) above so long as (x) such funds are rated Aaa by Moodys and AAAm by Standard amp Poors (y) investment therein is on a short-tenn basis pending disbursement or further investment and (z) absent extraordinary circumstances no more than S ofthe Escrow is held in such funds and (vi) other investments specified by written instructions from all of the Original Participating Manufacturers and Settling States having Allocable Shares aggregating at least 66-213

(b) Each reference herein to a rating from Standard amp Poors or Moodys shall be construed as an equiValent rating by another nationally recognized credit rating agency of similar standing ifneither ofsuch corporations is then in the business ofrating debt and if one (but not both) ofStandard amp Poors and Moodys is not then in the business of rating debt the required rating from the corpolation still in such business shall suftlce for purposes ofthis Section S

(c) To the extent practicabl~ monies credited to any Account shall be invested in such a manner so as to be available for use at the times specified by the Independent Auditor in writing as the times when monies are expected to be disbursed by the Escrow Agent and charged to such Account ObUgations purchased as an investment ofmonies credited to any Account shall be deemed at all times to be a part ofsuch Account and the income or interest eame~ profits realized or losses suffered with respect to such

3

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investments (including without limitation any penalty for any liquidation of an investment required to fund a disbursement to be charged to such Account) shall be credited or charged as the case may be to such Account and shall be for the benefit ot or be borne by the person or entity entitled to payment from such Account

(d) In choosing among the investment options described in subclauses (i) through (vi) ofclause (a) of this Section 5 with respect to amounts credited to all Accounts that are not State-Specific Accounts the Escrow Agent Shall comply with any instructions received from time to time from (x) all ofthe Original Participating Manufacturers and Settling States baving Allocable Shares aggregating at least 66-213 or (y) the Investment Manager specified in the investment Management Agreement attached hereto as Appendix B (the Investment Management Agreement) or any other investment manaaer desianated by all of the Original Participating Manufacturers and Settling States baving Allocable Shares aggregating at least 66-23 (the Investment Manager) In the event ofa conflict instruction given pursuant to clause (x) ofthe preceding sentence shall govem over instructions given pursuant to clause (y) oftb~ preceding sentence In the absence ofsuch instructions the Escrow Agent shall invest in accordance with subclause (i) ofclause (a) ofthis Section 5

(e) In choosing among the investment options described in subclauses (i) through (vi) of clause (a) ofthis Section 5 with respect to amounts credited to a StateshySpecific Account the Escrow Agent shall comply with any instructions received from time to time from (x) the Settling State to which such StatemiddotSpecific Account pertains or (y) the Investment Manager or any other investment manager designated by such Settling State pursuant to Section 10 of the Investment Management Agreement In the event ofa conflict instruction given pursuant to clause (x) ofthe preceding sentence shall govern over instructions given pursuant to clause (y) ofthe preceding sentence In the absence of such instructions the Escrow Agent shall invest in accordance with subclause (i) of clause (a) ofthis Section S

(f) The Escrow Agent shall have the right to liquidate any investments held hereunder in order to provide fi4nds necess~ to make required payments from the appropriate Accounts under this Escrow Aareement The Escrow Agent hereunder shall not have any liability for any loss sustained as a result ofany investment made pursuant to the instructions of the parties hereto or as a result ofany liquidation ofany investment prior to its maturity in order to make a payment required under this Escrow Agreement

SECTION 6 Substitute Form W-9 Qualified Settlement Fund

Each signatoty to this Escrow Agreement shall provide the Escrow Agent with a correct taxpayer identification number on a substitute Fonn W-9 or ifit does not have such a number a statement evidencing its status as an entity exempt from back-up withholding wi1bin 30 days ofthe date hereof(and ifit supplies a Fonn Wmiddot9 indicate thereon that it is not subject to backup withholding) The escrow established pursuant to this Escrow Agreement is intended to be treated as a Qualified Settlement Fund for

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~1~4~Ulbll -gt ATTY GEN TOBACCO Page 6h~~d~v~a I~GG~~ 14~

CTTIBANK CORP AGT TR NO 870 P6DEC221999 359PM --

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federal tax purposes pursuant to Treas Rea sect 1468B-I The Escrow Agent shall comply with all applicable tax filin~ payment and reporting requirements including without limitation those imposed under Treas Reg sect 1468B made knOYll to it by any Escrow Party or the Independent Auditor and ifrequested to do so shall join in the making ofthe relation-back election under such regulation

SECTION 7 Duties and Liabilities ofEsCloW Agent

(a) The Escrow Agent shall have no duty or obligation hereunder other than to take snch specific actions as are required ofit from time to time under the provisions of this Escrow Agreement and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than any liability resulting from its own gross negligence or willful misconduct The Escrow Agent shall not be bound in any way by any agreement or contract between the Participating Manufacturers and the Settling States (whether or not the Escrow Agent has knowledge thereot) other than this Escrow Agreement and the only duties and responsibilities of the Escrow Agent shall be the duties and obligations specifically set forth in this Escrow Agreement

(b) The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice or instruction furnished to it hereunder appearing on its face to have been sent by a person entitled hereunder to deliver such notice and reasonably believed by the Escrow Agent to be genuine and to have been Signed or presented by the proper party or parties The Escrow Agent shall be under no duty to inquire into or investigate the validity accuracy or coI-tent ofany such document In the administration of the Escrow the Escrow Agent may execute any ofits powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel accountants and other professional persons to be selected and retained by it In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions claims or demands from any party hereto which in its reasonable opinion conflict with any ofthe provisions ofthis Escrow Agreemen4 it shall be entitled to refrain from taking any action other than investment and reinvestment in accordance with Section 5 and is sole obligation shall be to keep safely and invest in accordance with Section 5 all property held in escrow until it shall be directed otherwise in writing by all of the Escrow Parties or by a final order or judgment ofa court of competent jurisdiction

SECTION 8 Indemnification ofEscrow Agent

The Participating Manufacturers shall indemnify hold harmless and defend the Escrow Agent from and against any and all losses claims liabilities and reasonable expense~ including the reasonable fees ofits counsel which it may suffer or incur in connection with the performance of its duties and obligations under this Escrow Agreement except for those losses claims liabilities and expenses resulting solely and directly from its own gross negligence or willful misconduct Anything in this Escrow Agreement to the contrary notwithstanding in no event shall the Escrow Agent be liable

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- ~ __ __ 11 I ~I IVO ClIojlQ

DEC221999 359PM CITIBANK CORP AGT TR NO 870 P7 --

for special indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits)

SECTION 9 Resignation or Removal 0Escrow Agent

The Escrow Agent may resign at any time by giving not less than ten Business Days prior written notice thereof to the other Notice Parties and may be tenninated at any time by not less than ten Business Days prior written notice to the Escrow Agent from all oCthe Original Participating Manufacturers and Settling States having Allocable Shares aggregatini at least 66middot213 but such rcsiampnation or termination shall not become effective until a successor Escrow Agent selected by aU of the Original Participating Manufacturers and Settling-States having Allocable Shares aggregating at least 66-23 shall have been appointed and shall have accepted such appointment in writing Ifan instrument ofacceptance by a successor Escrow Agent shall not have been delivered to the resigning Escrow Agent within 90 days after the giving ofsuch notice ofresignation or tennination the resigning or tenninated Escrow Agent may at the expense ofthe Participating Manufacturers (to be shared according to their pro rata Market Shares) petition the Escrow Court for the appointment of a successor Escrow Agent

SECTION 10 Escrow Agent Fees and Expensesmiddot Investment Manager Fees

The Participating Manufacturers shall pay to the Escrow Agent its fees as set forth in Appendix A hereto as amended from time to time by agreement ofthe Original Participating ManufactUrers and the Escrow Agent The Participating Manufac~ shall pay to the Escrow Agent itsreasonable fees and expenses including all reasonable expenses charges counsel fees and other disbursements inourred by it or by its attorneys agents and employees in the performance ofits duties and obligations under this Escrow Aareement Such fees and expenses shall be shared by the Participating Manufacturers according to their pro rata Market Shares The fees of the Investment Manager shall be paid in acco~ with Section 10 of the Investment Management Agreement

SECTION 1 I Notices

All notices written instructions or other communications to any party or other person hereunder shall be given in the same manner as shall be given to or by the same person as and shall be effective at the same time as provided in subsection XVlII(k) of the Agreement shy

SECTION 12 Setoff Reimbursement

The Escrow Agent acknowledges that it shall not be entitled to set off against any funds in or payable from any Account to satisfy any liability of any participating Manufacturer Each Participating Manufacturer that pays more than its pro rata Market Share ofany payment that is made by the Participating Manufacturers to the Escrow Agent pursuant to Section 8 9 Or 10 hereof sball be entitled to reimbursement ofsuch

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Rece1ved 122299 1250 2124601611 -gt ATTY GEN TO~ACCO i ~age ~

DEC221999 359PM C~-TBANK CORP AGT TR NOB70 PB

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excess from the other Participating Manufacturers accordina to their pro rata Market Shares ofsuch excess

SECTION 13 Intended Beneficiaries Successort

(a) No persons or entities other than the Settling States ~e Participanng Manufacturers and the Escrow Agent are intended beneficiaries ofthis Escrow Agreement and only the Settling States the Participating Manufacturers and the Escrow Agent shall be entitled to enforce the terms ofthis Escrow Agreement Pursuant to the Agreement the Settling States have designated NMG and the Foundation as recipients ofcertain payments for all pwposes oftbis Escrow Agreement the Settling States shall be the beneficiaries ofsuch payments entitled to enforce payment thereof The provisions of this Escrow Agreement shall be binding upon and inure to the benefit ofthe parties hereto and in the case of the Escrow Agent and Participating Manufacturers their respective successors Each reference herein to the Escrow Agent or to a Participating Manufacturer shall be construed as a reference to its successor where applicable

(b) Neither this Escrow Agreement nor any right or interest hereunder may be assigned in whole or in part by the Escrow Agent without the prior consent ofall ofthe Escrow Parties

SECTION 14 Governing Law

This Escrow Agreement shall be construed in accordance with and governed by the laws ofthe State in which the Escrow Court is located without regard to the conflicts oflaw rules ofsuch state

SECTION 15 Jurisdiction and Venue

The parties hereto irrevocably and unconditionally submit to the continuing exclusive jurisdiction ofthe Escrow Court for purposes ofany suit action or proceeding seeking to interpret or enforce any provision of or based on any right arising out of this Escrow Agreement and the parties hereto agree not to commence any such suit action or proceeding except in the Escrow Court The parties hereto hereby irrevocably and unconditionally waive any objection to the laying ofvenue ofany such suit action or proceeding in the Escrow Court and hereby further irrevocably waive and agree not to plead or claim in the Escrow Court that any such suit action or proceeding has been brought in an inconvenient forum

SECTION 16 Amendments

This Escrow Agreement may be amended only by written instrument executed by all ofthe parties hereto that would be affected by the amendment The waiver ofany rights conferred hereunder shall be effective only ifmade in a written instrument executed by the waiving party The waiver by any party ofany breach of this Escrow Agreement shaY not be deemed to be or construed as a waiver ofany other- breach

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2124601611 -gt ATTY GEN TOBACCO Page 9Rece~ved 122299 1250 CJ~~~ANK CORP AGT TR NO 870 P9DEC221999 400PM

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whether prior subsequent or contemporaneous ofthis Escrow Agreement nor shall such waiver be deemed to be or construed as a waiver by any other party

SECTION 17 Counterparts

This Agreement may be signed in any number of counterparts each ofwhich shall be an original with the same effect as ifthe signatures thereto and hereto were upon the same iJistrwnent Delivery by facsimile of a signed counterpart shall be deemed delivery for purposes ofacknowledging acceptance hereof however an original executed Escrow Agreement must promptly thereafter be delivered to each party

SECTION 18 Captions

The captions herein are included for convenience ofreference only and shall be ignored in the construction and interpretation hereof

SECTION 19 Conditions to Effectiveness

This Escrow Agreement shall become effective when each party hereto shall have signed a counterpart hereof and the Escrow Court has entered an order approving and retaining continuing jurisdiction over the Escrow Agreement

SECTION 20 Addressfor Payments

Whenever funds are under the terms of this Escrow Agreement required to be disbursed to a Settling State a Participating Manufacturer NAAG or the Foundation the Escrow Agent shall disburse such funds by wire transfer to the account specified by such payee by written notice delivered to all Notice Parties in accordance with Section 11 hereof at least five Business Days prior to the date ofpayrnent Whenever funds are under the terms of this Escrow Agreement required to be disbursed to any other person or entity the Escrow Agent shall disburse such funds to such account as shall have been specified in writing by the Independent Auditor for such payment at least five Business Days prior to the date ofpayment

SECTION 21 Reporting

The Escrow Agent shall provide such infonnation and reporting with respect to the escrow as the Independent Auditor may from time to time request

SECTION 22 Call-back Procedure

The Escrow Agent is authorized to seek confinnation ofany written instructions received by it by telephone call-back to the person or persons at the sender ofsuch instructions Who is designated pursuant to subsection XVIII(k) ofthe Agreement to receive notice and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by

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2124601611 -gt ATTY GEN TOBACCO 0 ~-tLtlU 1~~C~bt leOU

NO 870 P10DEC221999 400PM CJTIBANK CORP AGT TR

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the ascmw Agent The parties to this Escrow Agreement acknowledie that such security procedure is commercially reasonable

SECTION 23 Investment Management Agreement

The Investment Management Agreement attached hereto as Appendix B is hereby incoIpOrated by reference and execution ofthis Escrow Agreement by any Escrow Party shall constitute its execution ofsuch Investment Management A~eement

- IN WITNESS WHEREOF the parties have executed this Escmw AgreeJllent as ofthe day and year first hereinabove written

9

Rece1ved 122299 1251 2124801611 -gt ATTY GEN TOBACCO Page 11

DEC221999 400PM CT~TBANK CORP AGT TR NO 870 P11 -~

APPENDIX A (to Escrow Agreement)

FEE SCHEDULE FOR ESCROW SERVICES

First 12 months $250000

Second 12 months $350000

Each 12 months thereafier $lOOOOO

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~~Winston Bryant Attomey General of Arkamas

PaA NortDt1 Attomey General ofColorado

~ gt4 4CI~ llmrbert B BaJcao Attomey General ofGeor~

BNceM BOlilho Attorney General orAlbull

Grant Woods Attorney General ofArizona

~~~ Danie1B~ Attorney General Df California

dLHRichard B1Utnezltbal Attorney General ofConnClticui

~~fe~-- Jotm M Fem=n Corpotuian Counsel ofDC

ar MichMl C Stem Acting Attorruey Oeneral ofGuam

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~124B01611 -gt ATTY GEN TOBACCO Page 24n~~~~v~a I~~~~~ l~O~

CTTIB~NK CORP AGT TR NO 870 P24DEC221999 403PM

APPENDIXB (to Escrow Agreement)

~STMENTMANAGEMENTAGREEMENT

This is-an Investment Management Agreement (including Annexes I and II hereto this Agreement) made by and between Salomon Smith Bamey Inc (herein referred to as the Managerj and the Escrow Parties (herein collectively refezred to as the IIClient identified in an Escrow Agreement dated as oCDecember 23 1998 (the Escrow Agreement to which this Agree1Jlent is an appendix Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Escrow Agreement

1 The Manager will supervise and manage the investment ofthe Escrow established pursuant to the Escrow Agreement subject to the terms ofthe Escrow Agreement and to such limitations as the Client may impress upon Manager pursuant to paragraph S below The Escrow Agent shall be the custodian to maintain possession oCthe Escrow and the Escrow Agent will not charge any custody fees over and above the Escrow Agents fees for escrow services

2 The Client hereby authorizes the Manager at any time and from time-to-timet in connection with the pe~fonnance ofManaaers services hereunder to issue instructions to any custodian ofthe Escrow or to any broker selected by the Manager for the sale purchase or exchange ofany securities or investments which the Manager may deem advisable in cOIlDection with the management of the Escrow It is understood that brokers will be selected in accordance with the practices and procedures set forth in the Managers response to item 12 of Part II ofthe Managers Fonn ADV as amended from time to time

3 It is eXplicitly understood that any infonnation or recommendations supplied by the Manager in connection with the perfonnance ofthe Managers obligations hereunder are to be regarded as confidential and for use only by the Client or such persons as the Client may designate in connection with the Escrow

4 Nothing herein contained shall be construed to prevent the Manager or any ofthe Managers affiliates andlor employees in any way from purchasing or selling any securities for the Managers or its affiliates andlor employees own account(s) or for the account(s) ofany other client provided however that no such transaction shall violate any applicable law

s The Client hereby authorizes the Manager to manage the Escrow in accordance with Section S ofthe Escrow Agreement and the investment objectives and restrictions attached as Annex I hereto With respect to any amounts credited to a State-Specific Account the Investment Manager shall invest and reinvest all amounts credited to such Account in accordance with the law ofthe applicable Settling State to the extent such law

B-1

Page 252124801611 GENReceived 122299 1254 -gt ATTY TOBACCO NO 870 P2SCT-TBANK CORP AGT TRDEC 22 1999 403PM

1 1-

is inconsistent with Section 5 ofthe Escrow Agreement and is made known to it in writing by such Settling State The Client llUly cbanae these investment objectives BIld restrictions at any time and from time to time by a notice tolthe Manager signed by either (x) all ofthe Original Participating Manufacturers and Settling States having Allocable Shares aggregating at least 66213 with respect to Accounts other than State-Specific Accounts governed by a separate Investment Management Agreement entered into pursuant to Section 7 of this Agreement or (y) the Settling State to which such Account pertains with respect to a State-Specific Account that is govemed by a separate Inve$ent Management Agreement entered into pursuant to Section 7 of this Agreement Such changes will be confirmed to the Cllent by the Manager in writing The Manager will not be required to sell any securities that become impermissible investments as a result of such change unless the Client specifically directs the Manager to do so in a notice signed by the parties specified in clause (x) or (y) (as applicable) of the preceding sentence The Manager will however use its reasonable efforts to notify the Client promptly when the Manager becomes aware ofa downgrade which had it been in effect at the time of purchase ofthe instrument would have meant that the instrument would not have been a permissible investment under clause (a) of Section 5 of the Escrow Agreementand the Manager will promptly effect the disposition ofthe instrwnent following notice to the Client unless (a) otherwise instructed by a notice signed by the parties specified in clause (x) or (y) (as applicable) of the second preceding sentence or (b) the Manager believes it is not in the best interest ofClient to dispose of the instrument at such time

6 The Manager will seek to achieve the investment objectives ofthe Escrow but except for negligence or willful misconduct neither the Manager nor any ofthe Managers partners officers directors or employees shall be liable hereunder for any action performed or omitted to be performed or for any elTOrs ofjudgment in managing the investment ofthe assets ofthe Escrow Nothing in this Agreement shall constitute a waiver or limitation of any right that the Client may have under the federal securities laws or any rules thereunder The Manager will indemnify and hold hannless the Client from and against all toss claims liabilities and damages (including without limitation reaso~ble attomeysmiddotfees but excluding any indirect special or consequential damages) arising out of or resulting from the negligence or willful misconduct ofthe Manager and the Managers partners officer~ directors and employees in connection with any action or failw-e to act relating to the Escrow

7 The obUgations ofthe parties WIder this Agreement shall commence when (a) this Agreement is signed by the Manager and (b) the Escrow Agreement is signed by all of the Settling States and Original Participating Manufacturers and shall continue Wltil canlfeled upon 10 days written notice as follows Manager may tenninale this Agreement upon not less than 10 daysmiddot written notice to cllent and each other Notice Party Client may terminate this Agreement by delivery ofwritten notice to Manager and each other Notice Party at least 10 days priOl to the effective date ofsuch termination or at any time prior to the Escrow Agreement becoming effective pursuant to Section 19 thereof (a) with respect to all Accounts that are not State-Specific Accounts from all ofthe Original

Page 26~1~4~U1611 -gt ATTY GEN TOBACCOh~~~~V~U 1~~~~~ 1~o4i

NO 870 P26CTT(BANK ~ ~T TRDEC 22 1999 404PM

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Participating Manufacturers and Settling States having Allocable Shares aggregating at least 66middot213 and (b) with respect to a State Specific Account from the Settling State to which such State-Specific Account pertaiDs Any notice of termination of Manager delivered pursuant to clause (b) ofthe preceding sentence shall designate a successor Manager which shall be either The Chase Mallhattan Bank or Bank ofAmerica and the copy ofsuch notice delivered to Notice Parties other than Settling States shall be accompanied by an executed investment management agreement between such SettJina State as Client and such successor Manager in substantially the form ofthis Agreement Manager shall cooperate in effecting a transition to any successor Manager The Client may also tenninate this Agreement without any penalty within five business days after the initial agreement date indicated below The fees for the Managers senices set forth below shall accrue and be payable through the effective date ofcancellation

8 The Manager represents to the Client that the Manager is registered as an investment adviser under the Investment Advisers Act of 1940

9 This Agreement shall not be assignable by the Manager without the consent of the Client This Agreement represents the entire agreement between the parties with respect to the services described herein Except as otherwise provided herein with respect to modifications that may be effected by notice from the Original Participating Manufacturers and Settling States having Allocable Shares aggregating at least 66-23 this Agreement may be modified or amended only by written instrument executed by all ofthe parties hereto that would be affected by the modification or amendment The waiver of any rights conferred hereunder shall be effective only ifmade in a written instrument executed by the waiving party The waiver by any party ofany breach ofthis Agreement shall not be deemed to be or construed as a waiver of any other breach whether prior subsequent or contemporaneous ofthis Agreement nor shall such waiver be deemed to be or construed as a waiver by any other party This Agreement supersedes all previous agreements and understandings between the parties hereto with respect to the subject matter hereof

10 The fees for the Managers services hereunder are to be in accordance with the fee schedule attached as Annex II htreto and the Independent Auditor is hereby authorized by the Client to direct the Escrow Agent to charge the Accounts for which ~anager acts as Manager quarterly in arrears on the first business day of the following month with the amount ofsaid fees The fee schedule may be amended from time-to-time by mutual written agreement ofthe Manager and (x) all ofthe Original Participating Manufacturer and Settling States having Allocable Shares aggregating at least 66-23 in the case of Accounts otherthan State-Specific Accounts govemed by a separate Investment Management Agreement entered into pursuant to ~ection 7 ofthis Agreement or (y) the Settling State to which such Account pertainS with respect to a StateSpecific Account that is governed by a separate Investment Management Agreement entered into pursuant to Section 7 ofthis Agreement Fees are computed on the average daily assets in the Escrow

B-3

Page 27Kece~vea 1222gg 1255 212480161 -gt ATTY GEN TOBACCO 110870 P27DEC 22 1999 404PM CTTIBANK CORP AGT TR

11 The Manacer will notify the Client ofany changes in the identity ofw Managers key investment personnel with responsibility for the services to be performed hereWlcier within a reasonable time after such change

12 The authority ofthe Manager hereunder shall continue notwithstaruUng the Clients insolvency bankruptcy or any legal disability and the Client agrees hereby to hold the Manager harmless (as and to the extent set forth in paragraph 16 hereof) from all liabilitY loss and expense arising as a consequence ofany action taken or omitted to be taken by the Manager after any such event and prlor to receipt ofactual knowledge of such event The Client hereby authorizes the Manager to accept and rely upon all instructions given on the Clients bebalfby any person or entity the Manager reasonably believes to be the Clients authorized agent (agents) ifsuch instructions arc not inconsistent with the Escrow Agreement All instructions will continue to be effective until canceled

13 Any notices to be sent to the Client pursuant to this agreement shall be delivered to the Client in accordance with Section 11 of the Escrow Agreement and any notices to be delilered to the Manager shall be addressed as follows

Salomon Smith Barney Inc 388 Greenwich Street New York New York 10013 Attn 10hn Hartigan Managing Director

Michael RosenbaumJ General Counsel Asset Management Phone (212) 816-6000 Fax (212) 8165338

14 The Client hereby agrees and acknowledges that the Manager may act on the Clients behalfeveu though the Manager or any ofthe Managers aftUiates may have a potential conflict ofduty or interest in a transaction provided that such conflict and the nature thereof is disclosed to the Client in Part II ofManagers Form AllV or otheIWise in writing This includes the fact tJ1at the Manager or one ofthe Managers affiliates may (a) provide brokerage services to other clients (b) act as underwriter dealer or placement agent with respect to securities (c) invest on the Clientts behalf in mutual or unit trust funds established sponsored advised or managed by the Managet or one ofthe Managers affiliates (d) act as a counterparty in currency exchange transactions (e) act in the same transaction as agent Cor more than one client or (f) have a material interest in an issue ofsecurities Manager eams fees and profits from the activities described in the previous sentence in addition to the fees charged to the Client for the Manager~s services under this Agreement

15 This Agreement and the legal relations between the parties shall be governed by and constnted in accordance with the laws ofthe State ofNew York without regard to conflict oflaw doctrines

B-4

GEN Page1~4bUlbl1 -gt ATTY TOBACCO 2B

NO 870 P28CTTEANK CORP AGT TRDEC 22 1999I I I I I bull I 16 The Client ~ QY allowance ofa claim for set-off against the funds under

managemem hereunder indemnify hold harmless and defend the Manager (ratably to the funds under management hereunder payable to it) from and against any and all losses claims liabilities and reasonable expenses including the reasonable fees ofits counsel which it may suffer or incur in connection with the performance ofits duties and obligations under this Agreement except for those losses claims liabilities and expenses resuIilig solely and directly from its own negligence or willful misconduct Anything in this Agreement to the contrary notwithstanding in no event shall the Manager be liable for special indirect or consequenda11oss or damage ofany kind whatsoever (including but not limited to lost profits) The provisions ofthis Section 16 shall survive termination ofthis Agreement

17 The Manager shall have the riabt to cause the liquidation ofany investments held under the Escrow Agreement in order to provide funds necessary to make payments required under the Escrow Agreement The Manager shall not have any liability for any loss sustained as a result ofany liquidation ofany investment prior to lts maturity in order to make a payment required under the Escrow Agreement

18 By acceptance of this Agreement the Client acknowledges receipt ofPart II ofthe Managers Fonn ADV

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[nvestment Objectives To maximize current income to the extent consistent with the preservation ofprincipal and the maintenance ofliquidityo

Risk Tolerance Low

Time Horizon The weighted average duration of1he total portfoJio shall be consistent with the anticipated disbursement schedule under the Escrow Agreement

1

Pennitted Investments As provided jn Section 5 of the Escrow Agreement

Penonnance Benchmark To be agreed upon by Manager and Client

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page 30 I ~ov I 01 I -gt AI IY G~N TOBACCO

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FEE SCHEDULE FOR INVESTMENT MANAGEMENT SERVICES

1S basis points per annum payable quarterly in Slrears based on average deposit balance for preceding quarter

B-7

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2124801611 _gt ATTY GEN TOBACCO Page 3Rece~ved 122299 1248

lITIBANK CORP AGT TR NO 870 DEC221999 357PM

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(b) The Escrow Agent shall allocate the Escrow among the following separate accounts (each an Account and collectively the Accounts) in accordance with Mitten instructions from the Independent Auditor

Subsection VI(b) Account Subsection VI(e) Account (First)

Subsection VICe) Account (Subsequent) Subsection vnI(b) Account - Subsection VIU(e) Account Subsection IX(b) Account (First) - ~~

Subsection lX(b) Account (Subsequent) ~-

Subsection IX(c)(l) Account Subsection IX(c)(2) Account Subsection IX(e) Account

Disputed Payments Account I

State-Specific Accounts with respect to each Settling State in which State-Specific Finality occurs

(c) All amounts credited to an Account shall be retained in such Account until disbursed therefrom in accordance with the provisions oftrus Escrow Agreement pursuant to (i) written instructions from the Independent Auditor or (ii) written instructions from all oftbe following all ofthe Original Participating Manufacturers all ofthe Subsequent Participating Manufacturers that contributed to such amounts in such Account and all of the Settling States (collectively the Escrow Parties) The Escrow Agent shall be entitled to rely upon the Independent Auditors identification of the Settling States and the Subsequent Participating Manufacturers that contributed to any amounts in an Account In the event of a conflict instructions pursuant to clause (ii) shall govern over instructions pursuant to clause (i)

(d) OIl the first Business Day after each date identified to the Escrow Agent by the Independent Auditor in writing as a date upon which any payment is due under the Agreement the Escrow Agent shall deliver to eaeh other Notice party a written statement showing the amount ofsuch payment (or indicating that no payment was made ifsuch is the case) the source of such payment the Account or Accounts to which such payment has been credited and the payment instructions received by the Escrow Agent from the Independent Auditor with respect to such payment

(e) The Escrow Agent shall comply with all payment instructions received from the Independent Auditor unless before 11 00 am (New York City time) on the scheduled date ofpayment it receives written instructions to the contrary from all ofthe Escrow Parties in which event it shall comply with such instructions bull

(f) On the first Business Day after disbursing any funds from an Account the Escrow Agent shall deliver to each other Notice Party a written statement showing the amount disbursed the date ofsuch disbursement and the payee ofthe disbursed funds

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~ gn 2~11998 0633PM - Pg 22t110335 ~~ ile2

bull CIiDtANK NA


i

bull t

I shy

t

t 4

~




shy














~~ ~003 I I I I

I












L~JbQ MayaB KanI











JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7





(



I I

r











~ gn 2~11998 0633PM - Pg 22t110335 ~~ ile2

bull CIiDtANK NA


i

bull t

I shy

t

t 4

~




shy














~~ ~003 I I I I

I












L~JbQ MayaB KanI











JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7



I I

r











~ gn 2~11998 0633PM - Pg 22t110335 ~~ ile2

bull CIiDtANK NA


i

bull t

I shy

t

t 4

~




shy














~~ ~003 I I I I

I












L~JbQ MayaB KanI











JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7









~ gn 2~11998 0633PM - Pg 22t110335 ~~ ile2

bull CIiDtANK NA


i

bull t

I shy

t

t 4

~




shy














~~ ~003 I I I I

I












L~JbQ MayaB KanI











JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7




shy











1~OUIOll_------- -gt ATTY GEN TOBACCO j ---~~ --~-



~~ ~003 I I I I

I












L~JbQ MayaB KanI











JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7




~~ ~003 I I I I

I












L~JbQ MayaB KanI











JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7






L~JbQ MayaB KanI











JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7







JIigt~ =t



~--------

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7

--------- - - -



-68 OOI

-shy








MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7



MCI

1)M1NlSTUTlON



lUdunnrJ $JJ

Transmis12


RcI

BvTslmx mD2l ~



orKaram








Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7





Slnc


261283


EncialUNI











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7











B-1


1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7

GENReceived 122299 1254 -gt ATTY TOBACCO NO 870 P2SCT-TBANK CORP AGT TRDEC 22 1999 403PM

1 1-






~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7

~1~4~U1611 -gt ATTY GEN TOBACCOh~~~~V~U 1~~~~~ 1~o4i


~-I bull





B-3









B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7

Kece~vea 1222gg 1255 212480161 -gt ATTY GEN TOBACCO 110870 P27DEC 22 1999 404PM CTTIBANK CORP AGT TR








B-4






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7






B-5

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7

shya ro bull a ~ c

~iH -0

NNshyo 1 01

S~ laquo laquo

~

cSj~ (JIOil3 11 o

I I

( ~ I) ~ ~ ~

~~ d

OJ

v


-i o m raquo

( ()

o ()


0

rn



Risk Tolerance Low


1



B-6


u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7

I ~ov I 01 I -gt AI IY G~N TOBACCO

u I NO 870 P30M

~a~a~vaU ~~~aa ~u

DEC 22 1999 405P

bull




B-7

this - department of justice - office of the attorney general

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