NATIONAL TOBACCO GROWER SETTLEMENT TRUST

First: DISPOSITIVE PROVISIONS. The trustee shall manage, invest and reinvest the trust estate as follows:

1.01. NAME. This Trust shall be known as the National Tobacco Grower Settlement Trust.

1.02. PAYMENTS OF INCOME AND PRINCIPAL. On or before December 31 of each year of this Trust, or on a prior Business Day if December 31 does not fall on a Business Day, the Trustee shall pay out and/or place into a reserve account for each individual Grower State the Distributable Amount (as defined in Section 1.03 hereof) in accordance with the instructions contained in the signed statement (or other alternative documents acceptable to the Trustee) validly submitted each year (as provided below) by that Grower State’s certification body listed on Schedule B hereof (the “Certification Entity”). Any interest or earnings on the principal of the Trust Estate (not including interest or earnings on funds in the reserve accounts for individual Grower States) to the extent not used by the Trustee to pay for administrative expenses or taxes or placed in reserve by the Trustee for future administrative expenses or taxes, shall be allocated to the Distributable Amounts as set forth in Section 1.03.

Except as provided in this Section and Sections 1.05, 2.04 and 2.12 below, it is expected that the Trustee shall distribute all of the net income and principal of the Trust to Tobacco Growers and/or Tobacco Quota Owners, and/or allocate such funds to reserve accounts for individual Grower States once per year on or before December 31 of each year of this Trust. Any concern for preserving a fund to be turned over to a charitable organization upon termination of this Trust shall be entirely subordinated to the policy of providing economic assistance to Tobacco Growers and Tobacco Quota Owners in accordance with the written instructions of the Certification Entities of the Grower States during the term of this Trust.

Each Certification Entity shall deliver to the Trustee a plan describing the categories of persons or entities to whom distributions will be made and explaining

how each such category falls within the definition of “Tobacco Grower” or “Tobacco Quota Owner” as set forth in one or more of the clauses of Section 4.01(a), Section 4.01(b) or Section 4.01(c). The Trustee shall review the plan for the purpose of determining whether the plan is consistent with the foregoing specified clauses. If the Trustee determines that the plan is not so consistent or if the plan does not include information sufficient to enable the Trustee to make such determination, the Trustee shall so inform the Certification Entity that submitted the plan and solicit a revised plan that remedies any deficiencies. If the Trustee determines that the plan (or a revised plan) is consistent with the terms of the Trust Agreement, the Trustee shall so inform the Certification Entity. After receipt of such notification, the Certification Entity shall submit to the Trustee a signed statement including the following: (i) the names, addresses and tax identification numbers (with accompanying IRS Forms W-9 or successor forms) of Tobacco Growers and/or Tobacco Quota Owners of the Grower State for which such Certification Entity is acting that are to receive a payment from this Trust for such year; (ii) the respective amount each such Tobacco Grower and/or Tobacco Quota Owner is to receive out of that Grower State’s Distributable Amount; (iii) the amount, if any, of the Distributable Amount to be paid to the Certification Entity (or its designee) for its reasonable administrative expenses already incurred (minus any amounts previously advanced by the Trustee), together with a detailed statement of such expenses (including expenses for which advances were previously made) that will be (or were) paid with funds from the Trust; and (iv) a certification that (a) the designated payments are consistent with the plan approved by the Trustee, (b) the Certification Entity expenses to be paid with funds from the Trust are reasonable, (c) every recipient listed therein is either a Tobacco Grower, a Tobacco Quota Owner or both and (d) no payments from this Trust to any such recipient are conditioned upon such recipient’s engaging or not engaging in any activity for which funds of this Trust are not permitted to be used, including but not limited to lobbying and political activities. Such signed statement shall include a representation on behalf of the Certification Entity through its principal officers in their official capacities that it has made a good faith, reasonable effort to determine the accuracy of the information provided to the Trust. If a

Certification Entity provides all the necessary information set forth above, but does not include an IRS Form W-9 (or successor form) for any individual or entity designated to receive payments from the Trust, the Trustee shall nevertheless make payments to such individual or entity subject to its right in all events to withhold required amounts for income tax purposes and make all appropriate filings with government tax authorities.

The Certification Entity of a Grower State that establishes and operates private administrative offices shall be entitled to receive advances against the Distributable Amount for such Grower State for the operation of such offices including salaries for office staff, and payments for legal counsel and other agents, rent, office equipment and other related office expenses. Such requests for advances shall be made on a quarterly basis, and the aggregate amount of such advances during any year (including 1999) shall not exceed $400,000 per Grower State. In calendar year 1999, such requests shall be made in accordance with any schedule established by the Trustee. Beginning with calendar year 2000, such requests shall be submitted to the Trustee not less than 30 days prior to the end of each calendar quarter.

With respect to the Class A Grower States listed in Section 1.03 below, the plan and statement referred to in the preceding paragraph shall be signed by the Chairman of the Board of Directors of the Grower State’s Certification Entity, or such other interim, or assistant Chairman as may be elected or appointed by such Certification Entity. With respect to each Class B state listed in Section 1.03 below, such plan and statement shall be signed by the respective Grower State’s Governor, Attorney General and Commissioner of Agriculture, or such other persons who may be holding these official positions on an acting basis (which officials together shall constitute the “Certification Entity” for the Class B Grower State). (In the event that a Class B Grower State has no Commissioner of Agriculture, the Grower State’s equivalent of such official shall sign such plan and statement in the stead of a Commissioner of Agriculture.) The Trustee may in its sole discretion accept any reasonable alternative method proposed by the Certification Entities to designate, and provide the required information with respect to, the amounts to be paid to individual Tobacco Growers and/or Tobacco Quota Owners from the Distributable Amounts (as defined below) for their respective Grower States.

Each Certification Entity shall submit its plan to the Trustee on or before October 1, 1999 for the first year of the Trust and on or before June 1 of each year thereafter.

The Trustee shall notify each Certification Entity of the estimated Distributable Amount for the Certification Entity’s Grower State on or before November 15 of each year. Each Certification Entity shall deliver to the Trustee the signed statement provided above on or before December 1 of each year. The Trustee may in its sole discretion modify any of the dates in this schedule for completing the process set forth in this Section 1.02, provided however that in all events the Trustee shall place any portion of a Distributable Amount for a Grower State that is not otherwise distributed, for whatever reason, on or before December 31 of each year into a reserve account for the pertinent Grower State by December 31 of the same year.

In addition to the information required in its signed statement, a Certification Entity may instruct the Trustee in writing to set aside, from the Distributable Amount for its Grower State, a reserve amount within this Trust to address the anticipated decline in annual payments to this Trust by the Settlers due to the reductions and limitations set forth in Schedule A hereof. The Trustee shall withhold and place in a reserve account for that Grower State any portion of the respective Distributable Amount set forth in such instructions. Amounts set aside in reserve for a Grower State, as well as any interest or earnings subsequently earned thereon, shall be held for distribution in future years (but not beyond the term of this Trust) in accordance with the provisions of this Trust pursuant to written instructions validly given by the Certification Entity for that Grower State.

The Trustee shall be entitled to rely on written communications submitted to the Trustee by the Certification Entities. However, in the event that the Trustee obtains notice from the Court of Jurisdiction that any Certification Entity has made a false, ambiguous or untrue statement to the Trustee and the Trust is required to make additional payments or to incur additional expenses as a result of such false, ambiguous or untrue statement, then the Trustee shall deduct, dollar for dollar, from that Grower State’s current and/or future allocations an amount equal to any such additional payments or expenses. The Trustee shall not make such a deduction from the Grower State’s allocation if, and to the extent that, the Grower State reimburses the Trust for any such additional payments or expenses. The Trustee may, if it determines that it is appropriate to do so, withhold a portion of the Grower State’s current and/or future allocations in an amount reasonably anticipated will be necessary to offset any additional payments or expenses

incurred by the Trust due to a false, ambiguous or untrue statement by the Certification Entity for that Grower State, with any portion thereof ultimately determined not to be necessary to offset such additional payments or expenses to be added back to the Distributable Amount of such Grower State at the time of such determination.

The Trustee shall not distribute any monies from this Trust to any Tobacco Grower or Tobacco Quota Owner unless and until the pertinent Certification Entity has submitted a valid signed statement (or alternative documentation acceptable to the Trustee) pursuant to this Section 1.02. If the Trustee is unable to distribute any or all of the Distributable Amount for a Grower State by December 31 of a given year (e.g., because the Grower State’s Certification Entity has not timely complied with the requirements of this Section 1.02), the Trustee shall, on or before December 31 of that year, place the remaining amount of the Distributable Amount in a reserve account for that Grower State to be disbursed as soon as practicable after receiving a valid signed statement (or alternative documentation acceptable to the Trustee) pursuant to a plan approved by the Trustee pursuant to this Section 1.02.

Notwithstanding any other provision of this Trust, the Trustee shall not distribute any monies to Tobacco Growers or Tobacco Quota Owners in any Grower State that is a Settling State under the MSA unless such Settling State has achieved State-Specific Finality under the MSA (as defined in the MSA). As of the date of this Agreement, there are five Grower States that are Settling States under the MSA as to which there appears to be a dispute about whether they have achieved State-Specific Finality: (i) Alabama; (ii) Missouri; (iii) Pennsylvania; (iv) Tennessee and (v) Virginia. As to these five Grower States, for the period during which the parties to the Trust Agreement do not agree that any of these five Grower States has achieved State-Specific Finality, or until there has been a finding by the Court of Jurisdiction that a Grower State has achieved State-Specific Finality, and such Grower State also has not met either of the conditions set forth below in subsections (a) and (b) of this paragraph, the Trustee shall place the Distributable Amount otherwise calculated for that Grower State for such period in a hold-separate account for that Grower State, which account shall be separate and distinct from the reserve account for the Grower State. Once such a Grower State achieves State-Specific Finality, the

Trustee shall transfer the amount in the hold-separate account for that Grower State, including interest and other earnings on the account but less administrative expenses and taxes related to the account (which administrative expenses and taxes the Trustee shall pay from funds in the hold-separate account), to the Distributable Amount for that Grower State for distribution as set forth in this Section 1.02. The Trustee shall reallocate the funds in a Grower State’s hold separate account to the other Grower States in proportion to the percentages set forth in Section 1.03 and shall not allocate future amounts received by the Trust to that Grower State if either of the following two conditions is met: (a) that Grower State has not achieved State-Specific Finality under the MSA on or before December 31, 2001 (or such later date as extended pursuant to Section XVIII(u) (1) of the MSA) or (b) there is a final, non-appealable judicial determination that has the effect of precluding that Grower State from participating in the MSA. Further, in the event that either such condition is met, the Settlors shall be entitled to the MSA Finality Adjustment set forth in Schedule A. The Court of Jurisdiction shall notify the Trustee if either of these two conditions is met with respect to any Grower State and shall notify the Trustee if any Grower State achieves State-Specific Finality under the MSA after the date of this Agreement. With respect to the five Grower States set forth above in this paragraph, the Trustee shall deem such Grower State not to have achieved State-Specific Finality unless and until it receives notice from the Court of Jurisdiction that such Grower State has achieved State-Specific Finality under the MSA. If a Grower State meets either of the two conditions set forth in subsections (a) and (b) of this paragraph, such a Grower State may nonetheless participate in the Trust as a Grower State in future years if it subsequently enters into another settlement agreement with the Settlers and (i) such settlement agreement becomes final and is approved by and is subject to the continuing jurisdiction of the Court of Jurisdiction; (ii) such settlement agreement provides that the Grower State is entitled to participate in this Trust as a Grower State; and (iii) the participation in this Trust by the Grower State would not have an adverse economic impact on the Trust or the other Grower States or an adverse effect on

the tax treatment of payments to the Trust by the Settlors. The Court of Jurisdiction shall notify the Trustee in writing of such participation by a Grower State.

The Trustee may, but is not obligated to, establish the date that it will distribute funds to Tobacco Growers and Tobacco Quota Holders in a Grower State whose Certification Entity has complied with the requirements of this Section 1.02 regardless of whether any other Certification Entity has so complied.

If, for any reason, the Trust does not receive all of the funds provided in this Agreement, the Trustee shall pro rate the Distributable Amounts in the same proportions set forth in Section 1.03 to account for any such shortfall.

Notwithstanding any other provision of this Trust, this Trust shall not create any fixed right or interest in any individual or entity not a signatory to the Trust Agreement (the Certification Entities being deemed signatories by virtue of the signatures of their respective Grower States), including without limitation any Tobacco Grower or Tobacco Quota Owner. No person or entity, including without limitation Tobacco Growers and Tobacco Quota Owners, shall have the right to bring any claim or complaint as a direct or indirect third party beneficiary of this Trust. The Trustee acting pursuant to this Trust Agreement shall have the sole right to prosecute any complaint against any one or more Settlors on behalf of the Trust and the Trust’s direct and indirect beneficiaries based on the obligation to make payments to this Trust as set forth in Schedule A, including all adjustments therein.

1.03. DISTRIBUTABLE AMOUNTS. The amounts required to be paid each year to the Trust by the Settlors pursuant to Schedule A hereto, as calculated taking into account the adjustments set forth therein, plus any interest or earnings on such amounts after they are received by the Trust but before they are placed in reserve for an individual Grower State, less any funds required by the Trustee for reasonable current or estimated future administrative expenses (including, without limitation, any fees and expenses and out

of pocket costs of any agents appointed hereunder or counsel) or taxes or other purposes pursuant to this Trust Agreement, shall be the “Annual Aggregate Amount” for such year. The Trustee shall, for each year, allocate the Annual Aggregate Amount among each of the Grower States referenced on Schedule B according to the following fixed percentages (calculated on the basis of the 1998 basic quota for production of tobacco for use in cigarettes and, where no quota existed, 1998 production of tobacco for use in cigarettes):

Class A Grower States:

Georgia 5.85%

Kentucky 29.66%

North Carolina 37.95%

South Carolina 6.94%

Tennessee 7.57%

Virginia 6.58%

Class B Grower States:

Alabama 0.05%

Florida 1.13%

Indiana 1.16%

Maryland 0.62%

Missouri 0.42%

Ohio 1.36%

Pennsylvania 0.43%

West Virginia 0.28%

The amount so allocated to each Grower State in a given year plus any remaining balance in a reserve account (excluding any amounts required to pay any taxes or other expenses related to funds in the reserve account) set aside for that Grower State shall be the “Distributable Amount” for each Grower State for that given year.

1.04. CERTIFICATION ENTITIES OF CLASS A STATES. Certification Entities of the Class A Grower States (as defined above) shall at all times conform to the minimum requirements described in Schedule C hereto. The Trustee or the Court of Jurisdiction shall grant an exemption to the requirements set forth in Schedule C to the minimum extent necessary to enable a Grower State Certification Entity to

comply with the Grower State’s laws and constitution based upon a certification from such Grower State’s Attorney General setting forth the minimum required exemption and describing the pertinent limitations of such Grower State’s laws and constitution.

1.05. ADMINISTRATIVE EXPENSES. In any year of the Trust ending before January 1, 2011, except as provided in Section 2.12 and in this Section 1.05 and in the absence of prior approval by the Court of Jurisdiction, all expenses incurred in the administration of this Trust shall not exceed the lesser of (i) all pre-tax interest and other pre-tax earnings on amounts paid to the Trust or (ii) five percent (5%) of such amounts paid to the Trust by the Settlors in the given year. The Trustee shall give the following priority to payment of expenses: (i) the Trustee’s fees and expenses; (ii) the fees and expenses of agents retained by the Trustee on behalf of the Trust; (iii) the fees and expenses of the Independent Accountant (as defined in Schedule A); and (iv) any other administrative expenses of the Trust. In the event that the Trust has insufficient administrative funds available to continue its operations, the Certification Entities and/or the Grower States may, in their sole discretion, contribute funds to the Trust, and the Trustee shall be authorized to use such funds to pay the Trust’s administrative expenses. The payment of any administrative expense of this Trust or of any Certification Entity shall not increase the payment obligations of any Settlor. For purposes of calculating administrative expenses hereunder, payment of taxes pursuant to Section 3.02 shall not constitute an administrative expense.

1.06. PROHIBITION ON LOBBYING AND POLITICS. No funds of this Trust shall ever be used, directly or indirectly, to influence legislation or to participate in any political campaign.

1.07. TERM. This Trust shall terminate on December 31, 2014, unless otherwise provided by the Court of Jurisdiction. Upon petition by one or more Certification Entities or the Trustee with notice to all Certification Entities, Settlers and the Trustee, the Court of Jurisdiction

may in its discretion extend or shorten the term of the Trust for good cause; provided, that no such modification of the term shall in any way increase, or alter the timing of, the payment obligations of the Settlers beyond what is set forth in Schedule A, subject to the adjustments and limitations therein.

1.08. DISPOSITION UPON TERMINATION. Upon termination of this Trust, the Trust Estate, as then constituted, together with all accrued, accumulated and/or undistributed net income therefrom (after accounting for all past and anticipated administrative expenses and taxes of the Trust), shall be distributed to one or more non-governmental tax-exempt organizations of the type described in Section 170(c) (2) (to be used only for purposes described in Section 170(c) (2) (B)) of the Internal Revenue Code of 1986, as amended (or any similar provision of any Federal income tax law in effect at the time of such distribution) (the “Internal Revenue Code” or “Code”) as the Certification Entities each in their sole discretion shall determine, taking into account the purpose of this Trust to provide economic assistance to Tobacco Growers and Tobacco Quota Owners within the Grower States referenced on Schedule B hereto. Each Certification Entity shall be entitled to designate the non-governmental tax-exempt organization (as described in the preceding sentence) to receive that portion of any such residual assets equal to the sum of (i) the allocation percentage for its Grower State as set forth in Section 1.03 multiplied by the residual assets not held in any reserve account, plus (ii) any residual assets remaining in the reserve account for its Grower State. If any residual assets remain undesignated for distribution by the Certification Entities, the Trustee shall distribute such remaining assets as provided in this Section 1.08 as determined by the Trustee, taking into account the purpose of this Trust to provide economic assistance to Tobacco Growers and Tobacco Quota Owners within the Grower States referenced on Schedule B hereto. The Certification Entities and Trustee shall take all reasonable measures to maximize the funds distributed pursuant to Section 1.02 and minimize the funds distributed pursuant to this Section 1.08.

1.09. SPENDTHRIFT PROVISION. All payments, both of principal of the Trust Estate and of current and accumulated income therefrom, to or for the benefit of any Tobacco Grower or Tobacco Quota Owner under this Agreement, are to be free from anticipation, alienation, assignment, attachment and pledge by such individual or entity and are to be free from control by the creditors of such individual or entity by any proceedings at law or in equity.

1.10. ADDITIONS TO TRUST ESTATE. The Trustee shall receive, hold and administer hereunder, as part of the Trust Estate (i) the funds delivered to it from time to time by the Settlors pursuant to Schedule A hereto, subject to the adjustments and limitations described therein; (ii) any recoveries with respect to amounts previously expended by the Trust (such as, without limitation, refunds of taxes or administrative expenses previously paid by the Trust); and (iii) any interest or other earnings on any of the foregoing. The Trustee may receive, hold and administer other funds only if and to the extent the Trustee receives a written opinion from qualified legal counsel stating that the receipt, holding and administration of such additional funds will not adversely affect the treatment of the Trust as a qualified settlement fund as described in Section 4.06; provided, however, that under no circumstances shall the Trustee accept any contributions for the purpose of funding distributions to any Tobacco Grower or Tobacco Quota Owner other than the contributions by the Settlors required pursuant to Schedule A, subject to the adjustments and limitations therein.

1.11. IRREVOCABILITY AND PROHIBITION ON REVERSION. This Trust is and shall be irrevocable, and the Settlors shall have no power to amend or alter it. The Trustee shall have the power to amend this Agreement with the prior approval of the Court of Jurisdiction and with prior notice to each of the Certification Entities solely as shall be necessary to ensure the Trust carries out its intended purposes in implementation of the MSA and to comply with the provisions of Section 4.06 below, provided that the Trust shall not be amended in any manner that adversely affects the treatment of the Trust as a qualified settlement fund (as

described in Section 4.06 below) or otherwise adversely affects the financial interests of the Settlors without the prior written consent of all Settlors. Under no circumstances, and notwithstanding any other provision of this Trust, shall any amount of principal or income held in this Trust ever revert to the Settlors.