(B&W) PROTECTED BY MINNESOTA TOBACCO LITIGATION PROTECTIVE ORDER GE 218 L (9-75) BROWN & WILLIAMSON TOBACCO CORPORATION INTERNAL CORRESPONDENCE TO MR. B. D. CUMMINS DEPT. SENIOR V-P FINANCE C. C. to Mr. C. J. Heger FROM MR. B. E. BACON/sr ROUP RE DATE February 19, 1981 SUBJECT COST SHARING OF CENTRAL G SEARCH In response to your request, I have compared IMASCO's "Cost Sharing Contract" with BWT I comparable contract. z It is my conclusion that no substance difference exists between the two contracts. It is my feeling, based on the minor differences set out on the attached, that the wo ing of IMASCO's contract better sets out the spirit of the Cost Sharing arrangement. How- ever, it is my further understanding that BWT's contract has passed the test of IRS audit. As you recall (copy of correspondence attached), we proposed two alternatives to the wording on the amount to be contributed --,(clause 2(b)). For whatever reason neither was accepted, and ye @,the ng in IMASCO's contract embodies the intent of our "Turnover Ratio" alternative. This response is based solely on the information in my files without conferring with the BWT or BATUS Law Departments. Please advise if you desire me to persue the matter further. z B. E. B. z Attachments z 6320856995 M 13