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Name and title: Charles A. Blixt, executive vice president and general counsel. He also serves as executive vice president, general counsel and assistant secretary for R.J. Reynolds’ parent company, Reynolds American Inc. Age: 53 Tobacco titan: Winston-Salem, N.C.’s R.J. Reynolds Tobacco Co., headquartered in the South’s first skyscraper, is the industry’s second-largest player after Philip Morris International Inc. It manufactures about one-third of the cigarettes sold domestically and produces five of the nation’s 10 best-selling cigarette brands. Operating three plants with a total area of 4 1/2-million square feet, it also runs tobacco-sheet manufacturing and leaf operations, tobacco-storage facilities and a research-and-development arm. Reynolds has approximately 8,000 employees and reported 2004 pro forma revenues of $8 billion, reflecting its midyear acquisition of Brown & Williamson Tobacco Co.’s tobacco operations. Master settlement agreement: On Nov. 23, 1998, the major American tobacco companies, 46 states and several territories signed the Master Settlement Agreement (MSA), settling anti-smoking litigation in a pact that addressed critical issues related to cigarette marketing and underage use. With provisions similar to prior individual settlements reached with Florida, Minnesota, Mississippi and Texas, the MSA established guidelines for marketing, advertising and promotion, and decreed that over a 25-year period, states would receive up to $246 billion from the industry to support anti-smoking efforts. Blixt characterized the MSA as “the last word with respect to state litigation, although there is some evolution to it and ongoing issues surrounding it, in the sense it is a fairly detailed, complex contractual agreement with all of the states.” The litigation “tide has receded,” according to Blixt, although the industry still awaits rulings on several significant cases at the appellate level: Engle v. Liggett Group Inc., a $200 billion class action in Florida and the Philip Morris USA Price/Miles suit, a case not directly involving Reynolds, in which Philip Morris has appealed a $10.1 billion verdict rendered against it in March 2003. A federal suit, filed by the Department of Justice in 1999 and still at the trial court level, also seeks to hold cigarette companies accountable for having targeted underage smokers and for concealing the health risks of their products. Blixt and Reynolds have entered into joint-defense agreements with their colleagues, and intend to “aggressively defend all of the litigation of that nature that is brought against us and our co-defendants.” Diverse duties: Blixt is heavily involved in mergers and acquisitions, and is proud of the four major deals he put together in the last six years. Since corporate governance and regulatory compliance are time-consuming, a Securities and Exchange Commission specialist reports to him. Blixt is involved in tort reform, as he works “very closely” with the firm’s internal federal and state lobbying section, part of Reynolds’ external relations department. He also retains lobbyists if they are needed. The law department signs off on every advertisement, and Blixt reviews all new ad campaigns, which now must adhere to strict regulatory and legislative requirements. He emphasizes, however, that Reynolds was doing so even before the Master Settlement Agreement. He also “routinely” works with Reynolds’ youth-smoking prevention and corporate responsibility groups. The R&D side reports to him on patent issues. Career highlights: With the tobacco industry in a state of flux, and Reynolds itself constantly evolving, Blixt takes pride in having successfully navigated the firm through “the environment in which it operates and the controversy surrounding the manufacture, sale and use of our product.” He and his team oversaw a massive deal resulting in the formation of two major subsidiaries-RJR Nabisco and R.J. Reynolds Tobacco Co.-and helped to steer Reynolds’ “extraordinary corporate evolution” from a huge holding company with a multitude of subsidiaries into its current streamlined and more financially sound version. The Blixt motto: “Be flexible and be prepared for anything.” Legal team and outside counsel: A 20-lawyer department handles Reynolds’ legal load. Blixt also hires outside counsel “extensively” and turns to attorneys from Jones Day; Womble Carlyle Sandridge & Rice; Kirkland & Ellis of Chicago; Williams & Connolly and Collier Shannon Scott of Washington; Kaye Scholer of New York; and Atlanta’s Kilpatrick Stockton. The general counsel reports to Susan M. Ivey, R.J. Reynolds’ chairwoman and chief executive officer. Route to the top: Blixt entered private practice after attaining degrees from the University of Illinois (a bachelor’s degree in 1973 and a juris doctor in 1977). Next, he was a litigator for several years with Deerfield, Ill.’s Fiat-Allis Construction Machinery Inc. and, from 1981-1985, conducted products liability litigation for Caterpillar Tractor Co. of Peoria, Ill. He joined Reynolds in 1985 as associate counsel-litigation and began his climb up the corporate legal ladder: ascending from counsel for research and development to assistant general counsel; then staff vice president and assistant general counsel; senior vice president and GC; and, in 1999, to his current position. Personal: The native of Rockford, Ill., and his wife, Leslie, are the parents of a pair of daughters: Allison, 26, and Katherine, 22. His three main hobbies are golf, diving and skiing. Blixt also serves on the boards of Salem College and Academy, Wake Forest University School of Law, Targacept Inc. of Winston-Salem and Greensboro, N.C.’s Technology Concepts & Design Inc. Last books and movie: The Piano Tuner: A Novel by Daniel Mason and An Army at Dawn: The War in North Africa 1942-1943 by Rick Atkinson are presently on Blixt’s night table; The Interpreter is his most recent movie. - Roger Adler

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