[Editor's Note: This is the latest of several proposed settlements in the federal breast implant litigation. Judge Sam Pointer appeared on Court TV's "In Context" on Wednesday, January 24 (10pm ET) to explain the fine points of the proposal.]

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ALABAMA
Southern Division

In re:
SILICONE GEL BREAST IMPLANT
PRODUCTS LIABILITY LITIGATION
(MDL 926)
Master File No.   CV 92-P-10000-S

HEIDI LINDSEY, et al.,

Plaintiffs;

-vs.-

DOW CORNING CORPORATION, et al.,
defendants.

Civil Action No. CV 94-P-11558-S


BREAST IMPLANT LITIGATION NOTICE
                  
Please read this Notice carefully.
It affects your legal rights.
                  
TO: All Lindsey class members and others identified as possibly being 
breast implant recipients.

You are notified:

* that, due to the amount of Current Disease Compensation Claims that 
would be approved under the criteria of the global settlement, 
benefit levels based on the grids in the original notice would be 
severely "ratcheted" and would result in such a large number of 
additional opt-outs that the settling defendants would withdraw from 
the settlement

* that, because of reductions in benefit levels, all Lindsey class 
members now have an option to exclude themselves from the class and 
thereby be able to pursue, if they choose, litigation on an 
individual basis

* that Lindsey class members may, alternatively, remain in the class 
for the time being, with statutes of limitation and repose being 
suspended until they decide on what action to take

* that, to reduce the extent of ratcheting of benefits that would 
otherwise occur, a revised "claims-made" settlement program is being 
offered by Bristol, Baxter, 3M, McGhan, and Union Carbide to some--
though not all--members of the Lindsey class

* of your potential benefits, rights, and options, if eligible, under 
this revised settlement program

* of these important dates under the revised settlement program:

   April 1, 1996   deadline to register under revised settlement
                   program for those who have not previously
                   registered with Claims Office but want to
                   preserve their "Second Opt-Out Right"

   Dec. 16, 1996   deadline to file forms preserving status as
                   "Current Claimant" and to claim "rupture" benefits 
                   under revised settlement

   Dec. 15, 2010   end of 15-year period of revised settlement 
                   program

* that eligible implant-recipients who previously opted out of the 
Lindsey class may rejoin the class and accept benefits of the revised 
settlement program


CONTENTS OF NOTICE

THE LITIGATION
1.  Cases ..................................................1

THE "GLOBAL" SETTLEMENT
2.  Settlement Approved.....................................1
3.  Opt-Outs from Global Settlement.........................1
4.  Registration and Claims.................................1
5.  "Current Disease Compensation Claims" and 
    "Ratcheting" under Global Settlement....................1
6.  Efforts to Reduce Ratcheting............................2

SECOND OPT-OUT RIGHT
7.  Opt-Out Right...........................................2

     REVISED SETTLEMENT PROGRAM
8.  General Description.....................................3
9.  Settling Defendants under Revised Settlement............3
10. Eligibility.............................................3
11. Registration; Proof of Manufacturer Form;
    Classification of Participants..........................4
12. Benefits for Participants who have had at least
    one Bristol, Baxter, or 3M Breast Implant...............4
    (a) Explantation Benefit................................4
    (b) Long-term Benefits..................................5
    (c) Special Options, Benefits, and
        Protections for "Current Claimants".................5
    (d) "Advance Payments"..................................6
13. Benefits for Participants Qualifying because of
    "post 8/84 McGhan" Silicone-gel Breast Implants.........6
14. Benefits and Options for "Late Registrants".............7
15. Status of Recipients of Mentor Implants.................7
16. Status of Recipients of Bioplasty Implants .............8
17. Status of Recipients of Dow Corning Implants ...........8
18. Definition and Status of "Foreign Claimants" ...........8
19. Children of Breast Implant Recipients...................9
20. Limits on Obligations of Defendants;
    Additional Opt-Out Rights...............................9
21. Pre-existing Disease; Successive Claims................10
22. Claims of Health-care Providers........................10
23. Releases...............................................11
24. Effect of Appeals......................................11
25. Defendants' Positions; Inadmissibility of Settlement...11
26. Incorporation of Terms of Global Settlement............11

ATTORNEYS' FEES AND EXPENSES
27. Privately-retained Counsel.............................11
28. Funding of "Common Benefit" Fees and Expenses..........12
29. Employment of Attorneys................................12

CLAIMS ADMINISTRATION
30. Claims Office..........................................12
31. Fund Administration....................................13
32. Filing of Elections, Forms, and Documentation..........13
33. Documentation..........................................13
34. Court Review of Claims Office Determinations...........13

ADDITIONAL INFORMATION
35. Court Filings and Other Documents......................13
36. Assistance.............................................13

EXHIBITS
B1. List of Settling Defendants and Released Parties
E1. Revised Disease/Symptomology Definitions and Compensation Levels
G.  List of Implant Brands and Manufacturers


THE LITIGATION              

1. Cases.

Thousands of lawsuits seeking damages for death or injuries allegedly 
resulting from breast implants are pending in many state and federal 
courts. The federal cases are coordinated in the United States 
District Court for the Northern District of Alabama ("the Court") 
before Chief Judge Sam C. Pointer, Jr., in a Proceeding known as In 
re Silicone Gel Breast Implant Products Liability Litigation, MDL No. 
926, Case No. CV 92- P-10000-S. Over a dozen breast implant cases 
have already been tried, with considerable expense and time, in state 
and federal courts--with some verdicts favorable to plaintiffs and 
with some favorable to defendants.

THE "GLOBAL" SETTLEMENT

2. Settlement Approved.

In April 1994 Judge Pointer preliminarily approved a proposed 
"global" settlement under Fed. R. Civ. P. 23(b)(3) on behalf of a 
broad class of persons with respect to pending or potential claims 
against the then settling defendants for present or future personal 
injury or death caused by or involving breast implant products. On 
September 1, 1994--after extensive notice to potential class members; 
after opportunity to object, comment, and "opt out"; and after 
several days of hearings--Judge Pointer approved this settlement. The 
settlement order was entered in a case identified as Lindsey, et al. 
v. Dow Corning Corporation, et al., Case No. CV 94- P-11558-S, and 
the class was generally referred to as the "Lindsey" class.

3. Opt-Outs from Global Settlement. ("First" or "Initial" Opt-Out)

A major question while the proposed global settlement was pending was 
whether the number of persons electing under Fed. R. Civ. P. 23(c)(2) 
to "opt out" (or exclude themselves) from the proposed settlement 
would be so large that the then settling defendants would exercise 
their reserved option not to proceed with a settlement that might 
obligate them to pay more than $4.2 billion to the remaining class 
members. Although a substantial number of potential class members 
(over 10,000) did opt out, the then settling defendants concluded to 
proceed nevertheless with the settlement. Those who did not opt out 
were enjoined by the Court from pursuing or instituting lawsuits 
against the then settling defendants pending implementation of the 
settlement.

4. Registrations and Claims.

Lindsey class members were advised that, if they wanted to make 
claims under the "Current Disease Compensation Program" of the global 
settlement, they were required to submit claim forms (with supporting 
documentation) to the Claims Office by September 16, 1994. Later 
orders of the Court extended to October 17, 1994, the deadline for 
submitting supporting documentation, and to March 1, 1995, the 
deadline for domestic class members to register with the Claims 
Office to avoid being treated as "late registrants." (Under terms of 
the settlement and notice, late registrants would receive benefits 
only if and to the extent settlement funds were not exhausted by 
benefits paid to class members who timely registered.) Eligible 
"foreign" class members who did not register with the Claims Office 
by March 1, 1995, were precluded from obtaining benefits under the 
settlement or from proceeding with litigation in courts in the United 
States, but retained their full rights to pursue claims in the 
judicial and administrative tribunals of their own countries.

5. "Current Disease Compensation Claims" and
   "Ratcheting" under Global Settlement.

At the time the global settlement was approved, it could not be known 
whether, or to what extent, the benefits that might be approved under 
the Schedule of Benefits for Current Disease Compensation Claims 
(ranging from $105,000 to $1,400,000 for domestic claimants) would 
exceed the $1,200,000,000 to be set aside under the settlement for 
such benefits. For that reason, the settlement provided that the 
amounts shown in the Schedule were subject to potential reduction (or 
"ratcheting") but that, in such event, all registered class members 
would be so notified and be given a second opt-out right in order to 
pursue litigation rather than accept reduced benefits. The defendants 
would, however, then have an option to withdraw from the settlement 
because of the number of such additional opt-outs.

Promptly after the settlement was approved, the Claims Office began 
processing registrations and evaluating those with "current claims." 
However, because of the large number of registrations (approximately 
260,000 were mailed by September 16, 1994) and because of the large 
number of those with current claims (projected to be about 100,000), 
it became apparent that far more time would be required to evaluate 
all current claims than had been initially anticipated and that 
benefit levels would definitely have to be ratcheted. In order not to 
unduly delay the determination about the extent of ratcheting, the 
opportunity for opting out, or the possible withdrawal by defendants, 
samples of these claims were selected for evaluation in a manner as 
to allow reasonably accurate predictions about the extent of 
ratcheting.

This study, a summary of which the Claims Office announced to class 
members in June 1995, demonstrated that, given the large amount of 
current claims that would be approved under the disease and severity 
criteria of the global settlement, the scheduled Disease Compensation 
benefits would be severely reduced--to perhaps less than 5% of the 
amounts shown in the schedule. Additionally, by that time, Dow 
Corning, which was obligated to make almost half of the contributions 
to the settlement funds, had become the Debtor in bankruptcy 
reorganization proceedings, and its continued participation in the 
settlement was uncertain. These facts led the Court to conclude not 
only that thousands of additional class members would opt out of the 
class, but also that the defendants would withdraw from the 
settlement as a result of these opt-outs.

6. Efforts to Reduce Ratcheting.

As required by the global settlement, Plaintiffs' Settlement Class 
Counsel and representatives of the more financially solvent 
defendants not in bankruptcy engaged in extensive conferences during 
the Summer and Fall of 1995 and explored various methods and options 
to reduce the extent of ratcheting, while preserving the rights of 
registered class members to opt out as had been guaranteed under the 
global settlement. Ultimately in November 1995 the Court was 
presented with a proposed revised settlement program approved by 
Bristol, Baxter, 3M, McGhan, and Union Carbide.

Although still providing substantially less compensation than the 
Schedule of Benefits contained in the original notice of settlement, 
this program is, in the view of the Court, far superior--for those 
eligible to participate--to the distribution of a conditional offer 
of severely-ratcheted benefits based on percentages of grid amounts 
in that original notice. The benefits to most participants with only 
Bristol, Baxter, or 3M implants under the revised settlement will be 
greater than the ratcheted amounts than would have been presented to 
class members under the original settlement. More importantly, those 
ratcheted amounts would, because of the projected opt- outs and 
withdrawal by the defendants, never have been paid to any class 
member, whereas the benefits offered under the revised settlement are 
not subject to any withdrawal right by the settling defendants even 
if a large number of persons opt out of the revised settlement.

Plaintiffs' Settlement Class Counsel have not approved the terms of 
the revised settlement offer and, indeed, believe that the settling 
defendants should have been willing to offer greater benefits, and to 
more members of the Lindsey class. They do not, however, object to 
class members individually having an opportunity to consider and 
possibly accept an offer of settlement where the terms of that offer 
are clear and understandable--even if less than what Class Counsel 
personally believe would represent a fair settlement value. Nor do 
they dispute that, for those eligible to participate, the revised 
settlement provides an opportunity for settlement without litigation 
that, because of the defendants' right to withdraw due to additional 
opt-outs, would not have been provided by sending notices of 
ratcheting under the original benefit schedule. While Class Counsel 
have not agreed to the terms of the revised offer, paragraph 18 of 
the original notice did not require agreement to a revision, such as 
this, that reduces the extent of ratcheting which would otherwise 
occur.

SECOND OPT-OUT RIGHT

7. Opt-Out Right.

Because of the reduction in potential benefits, members of the 
Lindsey class now have a second right to opt out of the class and 
thereby be able, if desired, to pursue or institute litigation 
(including any rights to seek punitive or statutory multiple damages) 
against those who were settling defendants or released parties under 
the global settlement. This opt-out right is provided to all Lindsey 
class members--whether or not eligible to participate in the revised 
settlement--except for those who do not register until after April 1, 
1996, or who, having previously opted out, elect to rejoin the 
Lindsey class.

   (a) To opt out now, the individual (or her court- appointed 
       representative) must sign and return to the Claims Office the 
       Election Form (included with this Notice), with box 2C or 3A 
       marked. The form can also be completed and signed by the 
       individual's attorney. In the event of conflict between an 
       election signed by a class member and an election signed by 
       the person's attorney, the former will control.

   (b) Those who elect to opt out now should understand that statutes 
       of limitation and repose--which have been suspended during the 
       pendency of the Lindsey case and, for most class members, 
       during the pendency of the earlier-filed Dante class action--
       will resume running 30 days after the Claims Office receives 
       this election. Resumption of the running of such statutes 
       could adversely affect the litigation rights of persons who 
       have not already filed lawsuits or who are not prepared to 
       file any lawsuits within that 30-day period. Accordingly, the 
       Court cautions class members against making an immediate opt-
       out election unless they are sure they won't be adversely 
       affected by such statutes.

   (c) There is no fixed deadline for such persons to opt out. 
       Registered class members can wait to make the decision whether 
       or not to opt out until 45 days after they are individually 
       sent a Notification of Status letter by the Claims Office 
       explaining their potential eligibility for benefits under the 
       revised settlement. These individual Notifications will be 
       mailed by the Claims Office during 1996 as registrations and 
       claims are processed and reviewed. Statutes of limitation and 
       repose will continue to be suspended until that decision is 
       made, and indeed for many class members as much as 6 months 
       after such an opt-out election is made. For this reason--and 
       to assure the most informed decision by those who may be 
       eligible to participate in the revised settlement--the Court   
       strongly recommends that most Lindsey class members delay any  
       decision about opting out until they are sent this 
       Notification by the Claims Office.

   (d) Persons who opt out should understand that their rights to 
       institute or pursue litigation claims against Mentor, 
       Bioplasty, and Dow Corning are subject to certain 
       restrictions. See 15-17 below. Also, they should understand 
       that the companies that are parties to the new settlement 
       program are prohibited from now engaging in settlement 
       negotiations and discussions (except on a case-by-case basis 
       involving cases that were brought by persons who earlier opted 
       out of the global settlement or cases that may be specifically 
       set for trial or court-sponsored mediation or arbitration), 
       and that any recoveries through separate litigation or 
       settlement are subject to potential sharing in the cost of 
       services performed by counsel for the "common benefit" of all 
       having breast implant claims. See 28 below.

   (e) Persons wanting to obtain the Advance Payment and payment of 
       other benefits at the earliest possible date can waive this 
       second opt-out right.

REVISED SETTLEMENT PROGRAM

8. General Description.

The revised settlement program can be described as a "claims-made" 
program. Rather than the settling defendants offering to make a 
prescribed payment into a settlement fund that then would be divided 
in some manner among class members electing to participate (and 
perhaps being subject to cancellation if too many class members elect 
not to participate), the amounts to be paid to individual 
participants are essentially unconditional, fixed, and unaffected by 
the number or amount of benefits paid to other participants, and the 
total amount to be paid by the various settling defendants will be 
determined by the number of, and the payments to, the persons 
participating in the settlement.

   (a) This revised settlement is being offered by some, but not all,
       of the manufacturers and suppliers involved in the original 
       settlement; and, as described in 10 below, not all Lindsey 
       class members are eligible to participate in the revised
       settlement.

   (b) The benefits provided are substantially less than the amounts
       shown in the Disease Compensation Schedule of the original 
       settlement (which, before ratcheting, could have been as high 
       as $1,400,000 for some class members). The maximum benefits 
       payable under the revised settlement are $253,000 ($250,000 
       under Long-term Benefits Schedule plus $3,000 for 
       explanation). Such benefits would be payable, for example, to 
       a qualified participant who in May 1993 developed Systemic 
       Lupus with a compensation level "A" under the criteria of the 
       revised settlement program, and whose only implants, 
       manufactured by Baxter/Heyer-Schulte, were removed in May
       1994.

   (c) At the lower range of benefits, however, the amount payable to 
       some eligible participants under the revised settlement may 
       actually exceed that described under the global settlement. 
       For example, an "Advance Payment" of $1,000 would be payable 
       to a qualified participant with a Baxter/Heyer-Schulte implant 
       who did not make a Current Disease Compensation Program claim 
       under the global settlement and who does not in future years 
       either have her implants removed or develop a disease or 
       symptomology covered under the criteria of either settlement 
       program. Also, the amount payable ($3,000) to those who 
       qualify for explantation benefits but who would not otherwise 
       qualify for any benefits may exceed the amount that might have
       been payable to such persons under the global settlement.

   (d) For other qualified participants, benefits should fall between  
       these limits, depending on factors such as (1) the 
       manufacturer(s) of the implant(s), (2) the severity and 
       disease/symptomology criteria under the global settlement and 
       the revised settlement, (3) the time when a claim and 
       supporting documentation are filed, (4) whether there is proof 
       of rupture, and (5) the time when an implant is removed.

9. Settling Defendants under Revised Settlement.

A full listing of the settling defendants participating in the 
revised settlement is contained in Exhibit B1. In this Notice, 
however, the following short descriptions of these defendants are 
sometimes used for convenient reference:

   * "Bristol", meaning Bristol-Myers Squibb Co., Medical Engineering 
     Corp. (MEC), and their affiliates, including breast implants 
     sold under the "Surgitek" name.

   * "Baxter", meaning Baxter Healthcare Corporation, Baxter 
     International Inc., American Hospital Supply Co. (Heyer-Schulte) 
     and their affiliates.

   * "3M", meaning Minnesota Mining & Manufacturing Co., McGhan
     Medical Corp. (Dela.) and their affiliates. (For purposes of 
     this program, "3M implants" are 3M/McGhan implants manufactured 
     wholly or partly before 8/3/84.)

   * "McGhan", meaning McGhan Medical Corporation (Calif.) and INAMED 
     Corporation. (For purposes of this program, "post 8/84 McGhan" 
     implants are silicone-gel breast implants manufactured at or by 
     McGhan wholly after 8/2/84.)

   * "Union Carbide", meaning Union Carbide Chemical & Plastics Co., 
     Union Carbide Corporation, and their affiliates

See Exhibit G for various brand names of implants.

10. Eligibility.

   (a) A person who does not timely opt out will be eligible to 
       participate in the revised settlement program if she satisfies 
       each of the following requirements:

      (1) is not a "foreign" claimant (see 18);

      (2) has not released through settlement all claims against each 
          of the settling defendants whose implants were implanted in 
          the person (or had such claims resolved by final judgment);
          and

      (3) before June 1, 1993, either--

         (A) was implanted with one or more breast implants 
             manufactured by Bristol, Baxter, or 3M, or

         (B) was implanted only with one or more "post 8/84 McGhan" 
             silicone-gel breast implants (or only with one or more 
             such implants and with one or more breast implants 
             manufactured by Bioplasty, Cox Uphoff/CUI, or Mentor).

   (b) An implant recipient who would otherwise be eligible but for 
       having earlier opted out of the global settlement may 
       participate in the settlement (but without opt-out rights 
       under 7 above) by filing with the Claims Office an Election 
       Form before the person proceeds to trial against any of the 
       settling defendants. If the form is filed after December 16, 
       1996, the person will be classified as a "Late Registrant."

   (c) As under the global settlement, participation by an implant 
       recipient also constitutes participation by that person's 
       estate and family members with respect to any derivative or 
       representative claims. However, any claims by children of 
       implant recipients with respect to their own personal injury 
       are not covered by the revised settlement, and the pursuit of 
       any such claims is not barred by this settlement.

11. Registration; Proof of Manufacturer Form;
    Classification of Participants.

   (a) Persons eligible to participate in the revised settlement who 
       have already registered with the Claims Office do not have to 
       re-register (whether or not they filed any claim under the 
       global settlement). However, they should complete and file 
       with the Claims Office the "Election Form" (included with this 
       Notice) when they are prepared to make a decision regarding 
       possible participation in the settlement, and the failure to 
       file this form by December 16, 1996, would preclude an 
       otherwise eligible participant from obtaining the special 
       benefits and protections afforded to "Current Claimants".

   (b) Persons eligible to participate in the revised settlement who 
       have not already registered with the Claims Office may still 
       participate as "Late Registrants" under the revised 
       settlement, but must file with the Claims Office the "Election 
       Form" (included with this Notice) by April 1, 1996, in order 
       to preserve certain rights to opt out later.

   (c) All persons who are eligible and may want to participate in 
       the revised settlement must also complete and file with the 
       Claims Office the Proof of Manufacturer Form (included with 
       this Notice). Although there is no fixed deadline for filing 
       this form, benefits cannot be paid under the revised 
       settlement until the participant has filed this form with 
       supporting documentation, and failure to file this form and 
       proof by December 16, 1996, would preclude otherwise eligible 
       participants from obtaining the special benefits and 
       protections accorded to "Current Claimants".

   (d) The benefits, options, and protections given participants 
       under the revised settlement vary based on the following 
       classifications of participants:

       * "Current Claimants": eligible participants who, under terms 
         of the global settlement, (1) mailed to the Claims Office by 
         September 16, 1994, a signed Registration Form and (2) 
         mailed to the Claims Office by October 17, 1994, a 
         substantially complete Current Disease Compensation Form 
         with sufficient documentation to be classified by the Claims 
         Office under the global settlement as a current claimant 
         (without regard to whether any deficiencies in documentation 
         would be classified as minor or major).

       * "Other Registrants": eligible participants who are not 
         "Current Claimants" as defined above, but (1) who registered 
         with Claims Office by March 1, 1995, or (2) who, having 
         previously opted out of the global settlement, withdraw 
         their exclusion and register with Claims Office by 
         December 16, 1996.

       * "Late Registrants": all other eligible participants who  
         register with the Claims Office but are neither "Current 
         Claimants" nor "Other Registrants" as defined above. There 
         presently is no deadline for registration, but the Court may 
         in the future impose a final deadline for registration, and 
         the "Second Opt-Out Right" under 7 above is not provided to 
         persons who register after April 1, 1996.

12. Benefits for Participants Who Have Had at
    least one Bristol, Baxter, or 3M Breast Implant.

Participants with at least one Bristol, Baxter, or 3M breast implant 
are eligible to receive explantation benefits under 12(a), plus 
either long-term benefits under 12(b) or fixed payment benefits under 
12(c). They are also entitled to receive an "Advance Payment" under 
12(d) that will be credited against benefits under 12(b) or 12(c).

   (a) Explantation Benefit: A one-time payment of $3,000 will be 
       paid to participants (other than "Late Registrants") on proof 
       of removal of a Bristol, Baxter, or 3M implant after April 1, 
       1994, and before December 15, 2010 (end of 15-year program). 
       Payment is in addition to payments under 12(b) or 12(c) below. 
       The settling defendants' obligations to pay their respective 
       shares of these payments are unconditional and do not depend 
       on how many or how few participants elect to participate and 
       qualify for benefits. The Explantation Claim Form enclosed 
       with this Notice contains detailed explanations and 
       instructions for submitting and documenting such claims.

   (b) Long-term Benefits. Participants with at least one Bristol, 
       Baxter, or 3M implant will be paid benefits under the above 
       schedule upon proof, during the 15 years of the program 
       (before December 15, 2010), of having developed a disease or 
       symptomology, at the indicated compensation level, as defined 
       in revised settlement. (See Exhibit E1.) These criteria are 
       more restrictive than those in the original settlement 
       program.

      (1) Benefits of $100,000 or less will be paid in single lump 
          sum payment; larger benefits may be paid in 2 or 3 annual 
          installments. (Defendants are not required to pay more than 
          $100,000 to a recipient in any given year.)

      (2) If before the end of the 15-year period of program a 
          participant documents a condition that would entitle her to 
          a larger payment than previously received, she would at 
          that time be paid the difference between the new amount and 
          any amount previously paid under this schedule.

      (3) Bristol's, Baxter's, and 3M's obligations are unconditional 
          and unlimited in amount (i. e., not affected by how many or 
          how few persons accept the revised settlement or by how 
          much money they must pay under the settlement) with respect 
          to their respective shares of benefits approved under the 
          Long-term Benefit Schedule (other than under 12(b)(2))--

         (A) for GCTS, PM, or DM benefits payable to a Current 
             Claimant who had any claim under the global settlement 
             that would have been either approved or treated as 
             having only minor deficiencies, and

         (B) for SS/SLE benefits to a Current Claimant who had a 
             claim for SS/SLE under the global settlement that would 
             have been either approved or treated as having only 
             minor deficiencies.

      (4) Except as stated in (3) above, the obligations of Bristol, 
          Baxter, and 3M to pay their respective shares of payments 
          under the above schedule are subject to certain maximum      
          limitations. See 20(b) below. However, any failure by them 
          to make payments will at that time give affected 
          participants (other than "Late Registrants") a right to opt 
          out and pursue litigation against the defendants. See 20(e) 
          below.

   (c) Special Options. Benefits. and Protections for "Current 
       Claimants." As an alternative to benefits under 12(b) above, 
       "Current Claimants" (defined in 11(d) above) who have had a 
       Bristol, Baxter, or 3M breast implant may elect to receive a 
       fixed payment under the following Fixed Amount Benefit 
       Schedule based on disability/severity levels specified in the 
       Disease Schedule of the global settlement for diseases 
       described in that Schedule (rather than under the more 
       restrictive criteria of the revised settlement).

Benefits under this Fixed Amount Benefit Schedule constitute "one-
time" settlement compensation, and will not be increased if, after 
being paid benefits under this schedule, a recipient should later 
develop a medical condition that would otherwise qualify for higher 
benefits under this schedule (other than for "rupture" under (2) 
below) or for higher benefits under the "long- term benefit schedule" 
of 12(b).

      (1) Benefits of $25,000 or less will be paid in single lump sum 
          payment; larger benefits will be paid in 2 equal annual 
          installments.

      (2) The increase in benefit level for rupture is limited to 
          "rupture" of a Bristol, Baxter, or 3M silicone-gel implant 
          that is established by explantation and documented by 
          December 16, 1996.

         (A) A Rupture Claim Form is enclosed with this Notice for 
             use in submitting claims for rupture benefits. To 
             qualify for benefits, the participant must complete and 
             mail this form, with proof of the rupture, to the Claims 
             Office in time to be received by the Claims Office by 
             December 16, 1996.

         (B) For further details, including definition of "rupture" 
             and types of acceptable documentation, see the 
             instructions and explanation on back of Rupture Claim 
             Form.

      (3) At the time of being sent their Notification of Status, 
          Current Claimants will be asked to chose between schedules 
          12(b) and 12(c) and they must make this choice before they 
          will be paid benefits under either schedule. Those who 
          choose compensation under schedule 12(c) may not later seek 
          compensation under schedule 12(b). Those who choose 
          compensation under schedule 12(b) may, before being paid 
          benefits under schedule 12(b), elect to return to schedule 
          12(c) but, in such event, the benefits under 12(c) as shown 
          above will be reduced by 25 % .

      (4) The obligations of Bristol, Baxter, and 3M to pay their 
          respective shares of benefits under 12(c) are unconditional 
          and unlimited in amount--not affected by how many or how 
          few persons accept the revised settlement or by how much 
          money they must pay under the settlement. As an additional 
          protection to Current Claimants, the obligations of 
          Bristol, Baxter, and 3M to make payments under schedule 
          12(b) to certain Current Claimants, as described in 
          12(b)(3) above, are unconditional and not subject to any 
          maximum limitations.

   (d) Advance Payments. As soon as the Claims Office can determine 
       that a participant (other than a "Late Registrant") has 
       submitted satisfactory proof of manufacture of a Bristol, 
       Baxter, or 3M breast implant to be eligible to participate and 
       has waived or not timely elected to exercise her "Second Opt-
       Out Right", the participant will be paid $5,000 if a "Current 
       Claimant" or $1,000 if an "Other Registrant", as those terms 
       are defined in 11(d) above. These are "advances" in that they 
       will be credited against (and reduce) amounts later determined 
       to be payable under 12(b) and 12(c) above but will not 
       otherwise be refundable (in the absence of fraud).

13. Benefits for Participants Qualifying because of
    "post 8/84 McGhan" Silicone-gel Breast Implants.

Breast implant recipients who have never received a Bristol, Baxter, 
or 3M implant but are eligible to participate because of having 
received only "post 8/84 McGhan" silicone-gel breast implants (or 
only such implants and Bioplasty, Cox Uphoff/CUI, or Mentor implants) 
are eligible to participate, but with more limited benefits than 
provided recipients with a Bristol, Baxter, or 3M implant. These more 
limited benefits will be paid by McGhan (20%), 3M (40%), and Union 
Carbide (40%) to such persons as follows:

   (a) Benefits. Such participants will be paid benefits under the 
       following schedule upon proof, during the 15 years of the 
       program (before December 15, 2010), of having developed a 
       disease or symptomology, at the indicated compensation level, 
       as defined in the revised settlement. (See Exhibit E1). 
       "Current Claimants" (defined in 11(d) above) may optionally 
       qualify for one-time benefits based on proof of a 
       disability/severity level and disease defined in the Disease 
       Schedule for the global settlement.

   (b) Benefits will be paid in a single lump sum payment.

   (c) If during the 15-year period of the program, a participant  
       develops and documents a condition that would entitle her to a 
       larger payment under the revised disease schedule than 
       previously received under that schedule, she would at that 
       time be paid the difference between the new compensation 
       amount and the amount previously paid.

   (d) The obligations of McGhan, 3M, and Union Carbide to pay their 
       respective shares of benefits based on "post 8/84 McGhan" 
       implants to qualifying Current Claimants based on the global 
       settlement disease schedule--and to certain qualifying Current 
       Claimants based on the revised disease schedule, as described 
       in 12(b)((3)(A) and (B)--are unconditional and do not depend 
       upon how many or how few other such Current Claimants elect to 
       participate and qualify for benefits. However, "post-8/84 
       McGhan" benefits do not become payable to Current Claimants 
       until the Court's order becomes "Final" and, therefore, may be 
       delayed if there is an appeal from approval of the revised 
       settlement.

   (e) Except as stated in (d) above, the obligations of McGhan, 3M, 
       and Union Carbide to pay their respective shares of benefits 
       based on "post 8/84 McGhan" implants are subject to certain 
       maximum limitations. See 20(c) below. However, any failure by 
       them to make payments will at that time give affected 
       participants (other than "Late Registrants") a right to opt 
       out and pursue litigation against the defendants. See 20(e) 
       below.

   (f) There are no "Advance Payments" or rupture benefits payable to 
       implant recipients qualifying for eligibility based on "post 
       8/84 McGhan" implants, nor does this revised settlement 
       program provide benefits for removal of "post 8/84 McGhan" 
       implants.

14. Benefits and Options for "Late Registrants."

Late Registrants, as defined in 11(d) above, are eligible for 
benefits only under 12(b) and 13, and not for explantation benefits 
or Advance Payments. Late Registrants will be paid benefits under 
12(b) only if, when, and to the extent Bristol's, Baxter's, and 3M's 
cumulative payments to Current Claimants and Other Registrants under 
12(b) do not exceed their respective maximum obligations as stated in 
20. Late Registrants will be paid benefits under 13 only if, when, 
and to the extent McGhan's, 3M's, and Union Carbide's cumulative 
payments under 13 do not exceed their respective maximum obligations 
as stated in 20. As under the global settlement, Late Registrants 
will have no right to opt out in the event such maximum limitations 
result in their not receiving the full amount shown in the schedules. 
Late Registrants will, however, be entitled to the "Second Opt- Out 
Right" described in 7 above if they register with the Claims Office 
by April 1, 1996.

15. Status of Recipients of Mentor Implants.

Implant recipients who have received one or more Mentor implants in 
addition to Bristol, Baxter, 3M, or "post 8/84 McGhan" implants, are 
eligible to receive the same benefits under the revised settlement as 
others eligible to participate in the revised settlement.

   (a) There are no special benefits based on explantation or rupture 
       of a Mentor implant.

   (b) Persons who have had a Mentor implant but never had a Bristol, 
       Baxter, 3M, or "post 8/84 McGhan" implant are not eligible for 
       benefits under the revised settlement program. They will, 
       however, be eligible to participate in distribution of the 
       approximately $25,800,000 being paid by Mentor under terms of 
       a limited-fund mandatory (non-opt out) class settlement with 
       Mentor (which was not appealed and became final on September 
       10, 1993). The distribution formula for those benefits will be 
       set by the Court at a later time, and it is anticipated that, 
       because of the very limited funds set aside for such 
       recipients, the Court will give preferential, if not 
       exclusive, consideration to those who do not have potential 
       claims against other implant manufacturers.

   (c) Persons who have had a Mentor implant--whether or not eligible 
       to participate in the revised settlement--have the same rights 
       to opt out as provided to other members of the Lindsey class. 
       They should understand, however, that, because of the earlier 
       Mentor limited-fund settlement, they are precluded from 
       instituting or pursuing litigation regarding breast implant 
       claims against the "Mentor Defendants" (Mentor Corporation; 
       Mentor Polymer Technologies, Inc.; Mentor O&O, Inc.; Mentor 
       H/S, Inc.; Mentor Urology, Inc.; Mentor International, Inc.; 
       and Tecknar Corp.) for implantations occurring before
       June 1, 1993.

16. Status of Recipients of Bioplasty Implants.

Implant recipients who have received one or more Bioplasty implants 
in addition to Bristol, Baxter, 3M, or "post 8/84 McGhan" implants, 
are eligible to receive the same benefits under the revised 
settlement as others eligible to participate in the revised 
settlement.

   (a) There are no special benefits based on explantation or rupture 
       of a Bioplasty implant.

   (b) Persons who have had a Bioplasty implant but never had a 
       Bristol, Baxter, 3M, or "post 8/84 McGhan" implant are not 
       eligible for benefits under the revised settlement program. 
       They will, however, be eligible to participate in distribution 
       of the approximately $5,000,000 being set aside by Bioplasty 
       under terms of bankruptcy proceeding. The distribution formula 
       for those benefits will be set by the Court and the Bankruptcy 
       Court for the United States District Court in Minnesota at a 
       later time, and, because of the very limited funds set aside 
       for such recipients, it is anticipated that the courts will 
       give preferential, if not exclusive, consideration to those 
       who do not have potential claims against other implant 
       manufacturers.

   (c) Persons who have had a Bioplasty implant--whether or not 
       eligible to participate in the revised settlement--have the 
       same rights to opt out as provided to other members of the 
       Lindsey class. They should understand, however, that, because 
       of the Bioplasty bankruptcy proceedings, they are precluded 
       from instituting or pursing litigation regarding breast 
       implant claims against the "Bioplasty Defendants" (Bioplasty, 
       Inc.; Bio-Manufacturing, Inc.; and Uroplasty, Inc.).

17. Status of Recipients of Dow Corning Implants.

Implant recipients who have had one or more Dow Corning implants in 
addition to Bristol, Baxter, or 3M implants may participate in the 
revised settlement, but will have reduced benefits under the revised 
settlement in view of their right to present claims related to their 
Dow Corning implants.

   (a) Benefits for such participants under 12(b) and 12(c) are 50% 
       of the benefits for those without Dow Corning implants. 
       Participants in the revised settlement do not, however, waive 
       any claims against Dow Corning, though they should understand 
       that any claims against Dow Corning are subject to certain 
       automatic stays and other orders that may issue from the 
       Bankruptcy Court for the United States District Court for the 
       Eastern District of Michigan and, to be preserved, may require 
       presentation of a proof of claim in that court.

   (b) There are no special benefits based on explantation or rupture 
       of a Dow Corning implant.

   (c) Persons who have received a Dow Corning implant but never 
       received a Bristol, Baxter, or 3M implant are not eligible for 
       benefits under the revised settlement program even if they 
       received a "post 8/84 McGhan" implant.

   (d) Persons who have received a Dow Corning implant--whether or 
       not eligible to participate in the revised settlement--have 
       the same opt-out rights as other members of the Lindsey class. 
       They should understand, however, that any claims against Dow 
       Corning are subject to certain automatic stays and other 
       orders that may issue from the Bankruptcy Court for the United 
       States District Court for the Eastern District of Michigan 
       and, to be preserved, may require presentation of a proof of 
       claim in that court.

   (e) Implant recipients will likely be mailed a separate notice 
       from the Bankruptcy Court for the United States District Court 
       for the Eastern District of Michigan explaining procedures and 
       possibly deadlines for presenting or preserving claims against 
       Dow Corning.

18. Definition and Status of "Foreign Claimants".

"Foreign Claimants" were defined in the global settlement, and 
continue to be defined under this Notice, as being breast implant 
recipients (i) who were not citizens or resident aliens of the United 
States, (ii) whose breast implants were all implanted outside the 
United States, and (iii) who had not received any compensation from 
any then settling defendant or released party for breast implant 
injuries or expenses under the laws or procedures of a country other 
than the United States. Such persons were offered more limited 
settlement benefits under the global settlement than the domestic 
members of the Lindsey class, but were also provided additional 
guarantees regarding opt-out rights, as well as the opportunity (if 
they did not participate affirmatively in the global settlement) to 
pursue breast- implant claims in the administrative and judicial 
tribunals of their own countries. Foreign claimants from Australia 
and the Canadian provinces of Ontario and Quebec were excluded from 
the Lindsey class unless they affirmatively opted into the 
settlement.

   (a) After issuance of the notice of the global settlement, this 
       Court in several orders relating to foreign recipients who had 
       opted out of the global settlement concluded that litigation 
       in courts of the United States by citizens of Australia, 
       Canada, and England is barred under the doctrine of "forum non 
       conveniens" (without prejudice to pursuit of claims by such 
       persons in Australian, Canadian, and English courts), but that 
       litigation in the courts of the United States by some citizens 
       of New Zealand is not barred under that doctrine. In those 
       orders the court did not specifically address claims by opt-
       out foreign claimants from other countries, but indicated that 
       such litigation rights would be resolved by applying the 
       principles used in addressing issues relating to the 
       Australian, Canadian, English, and New Zealand claimants.

   (b) Preferring administrative resolution or litigation--in this 
       country or in other countries--over any immediate settlement 
       as a means to address claims of Foreign Claimants, the 
       settling defendants under the revised settlement program are 
       not now making any offer to settle in this forum the pending 
       or potential claims of Foreign Claimants, and such persons are 
       not eligible for benefits under the revised settlement 
       program. The defendants' declination to provide settlement 
       offers to such persons at this time in this forum does not, 
       however, preclude the possibility of their willingness to 
       consider settlement of such claims outside the terms of this 
       settlement offer, whether in courts of the United States or in 
       judicial or administrative tribunals of other countries.

   (c) Foreign Claimants who want to pursue or institute litigation 
       in the United States against Bristol, Baxter, 3M, McGhan, or 
       Union Carbide have the right--as guaranteed under terms of the 
       global settlement--to do so (subject to any objection by those 
       defendants under doctrines such as "forum non conveniens"), 
       but, to do so, must exercise their "Second Opt-Out Right" as 
       described in 7 above, either at this time or after being 
       mailed a Notification by the Claims Office regarding their 
       status. To eliminate any need to make this decision 
       prematurely, they are allowed to delay making this decision 
       until sent the Notification by the Claims Office, with 
       statutes of limitation and repose in this country being 
       suspended until 30 days after the time allowed in that 
       Notification for opting out.

   (d) Foreign Claimants who want to pursue or institute claims 
       against implant manufacturers or distributors in the judicial 
       or administrative tribunals of their own countries may do so, 
       and need not file any further form or election with the Claims 
       Office.

19. Children of Breast Implant Recipients.

The revised settlement program does not provide any special benefits 
to children of breast implant recipients. Such children are, with 
respect to any claims for personal injury or death allegedly 
resulting from their mother's breast implant, hereby excluded from 
membership in any class previously established by the Court, and any 
such claims may be brought before December 15, 1997, or, if later, 
within two years after the claim accrues or the child attains the age 
of majority under applicable state law.

20. Limits on Obligations of Defendants; Additional Opt-Out Rights.

   (a) The obligations of the settling defendants to make payments 
       under this program are several, not joint, and are limited to 
       the approved claims involving implants from that defendant (or 
       with respect to which that defendant is agreeing to make 
       payments).

   (b) If a claimant has had implants from more than one of Bristol, 
       Baxter, or 3M, their obligations are divided simply on the 
       basis of the number of such defendants whose implants the 
       claimant had. For example, if a claimant had one or more 
       Bristol implants, one or more Baxter implants, a "post 8/84 
       McGhan" implant, and a Mentor implant and was entitled to a 
       $150,000 payment, then Bristol would be responsible for 
       payment of $75,000 and Baxter for payment of $75,000. 
       Enhancement payments for rupture and explantation benefits are 
       the sole responsibility of the defendant whose implant 
       ruptured or was explanted.

      (1) The obligations of Bristol, Baxter, and 3M to make payments 
          under 12(a), 12(c), and 12(d) are not subject to any
          maximum limitations.

      (2) As explained in 12(b)(4), their obligations to make 
          payments under 12(b) (other than to certain Current 
          Claimants as explained in 12(b)(3)) are subject to certain 
          limitations; namely, a maximum of $725,000,000 (less 
          amounts paid for explantation expenses of Other 
          Registrants), with their respective obligations for such 
          12(b) benefits being as follows:

          * Bristol's cumulative obligation for such 12(b) benefits 
            ($400,000,000) increases in the amount of $27,600,000 per     
            year for the first 10 years and $24,800,000 per year for 
            the next 5 years (less amounts paid by it for 
            explantation expenses of Other Registrants)

          * Baxter's cumulative obligation for such 12(b) benefits  
            ($193,000,000) increases in the amount of $13,300,000 per 
            year for the first 10 years and $12,000,000 per year for 
            the next 5 years (less amounts paid by it for 
            explantation expenses of Other Registrants)

          * 3M's cumulative obligation for such 12(b) benefits 
            ($132,000,000) increases in the amount of $9,100,000 per 
            year for the first 10 years and $8,200,000 per year for 
            the next 5 years (less amounts paid by it for 
            explantation expenses of Other Registrants)

   (c) The obligations to pay benefits under 13 based on "post 8/84 
       McGhan" implants are divided between McGhan (20%), 3M (40%), 
       and Union Carbide (40%).

      (1) Their respective obligations to make payments to Current 
          Claimants are not subject to any maximum limitations.

      (2) As explained in 13(e), their obligations to make payments 
          under 13 (other than to Current Claimants as explained in 
          13(d)) are subject to certain limitations; namely, a 
          maximum of $30,000,000, with their respective obligations 
          for such benefits being as follows:

         * McGhan's cumulative obligation for such benefits 
           ($6,000,000) increases in the amount of $400,000 per year 
           for 15 years (less the amount, if any, that its payments  
           to Current Claimants based on "post 8/84 McGhan" implants 
           exceed $38,400,000)

         * 3M's cumulative obligation for such benefits ($12,000,000) 
           increases in the amount of $800,000 per year for 15 years 
           (less the amount, if any, that its payments to Current 
           Claimants based on "post 8/84 McGhan" implants exceed 
           $76,800,000)

         * Union Carbide's cumulative obligation for such benefits 
           ($12,000,000) increases in the amount of $800,000 per year 
           for 15 years (less the amount, if any, that its payments 
           to Current Claimants based on "post 8/84 McGhan" implants 
           exceed $76,800,000)

   (d) The settling defendants are to pay into the fund established 
       by the Court and maintained by the Escrow Agent such amounts 
       as, from time to time during the 15-year period of the 
       program, are estimated by the Court with the assistance of the 
       Claims Office and the Escrow Agent to be needed (after 
       considering undistributed funds previously contributed to the 
       fund by that defendant and the limitations under (b) and (c) 
       above) to pay benefits (or installments) for which that 
       settling defendant will become obligated to pay during the 
       next 3 months. For further information concerning the fund, 
       see 31.

   (e) If the cumulative limitations stated in (b) and (c) above 
       result in any year in a participant (other than a Late 
       Registrant) not being paid the full amount (or installment) 
       shown in the schedule, then such person would at that time 
       have the option either (1) to accept a reduced amount based on 
       the defendant's obligated payment (with a carry forward of the 
       unpaid portion for potential payment in future years if within 
       the defendant's obligated payments) or (2) to opt out from the 
       settlement, with the rights to pursue litigation against the 
       settling defendants for compensatory damages (but not punitive 
       or statutory multiple damages). Participants electing to opt 
       out (i) must first return any amounts previously paid under 
       the program (other than for explantation expenses or as an 
       Advance Payment) and (ii) shall be given the opportunity, if 
       they so elect, to participate in procedures to be established 
       by the Court, in an effort to resolve their claims.

   (f) If a participant's claims against one settling defendant have 
       been released or resolved by final judgment, she will be paid 
       only the prorated benefits due from other settling defendants 
       with respect to which her claims have not been released or 
       resolved by final judgment.

21. Pre-Existing Diseases; Successive Claims.

   (a) For claims under the revised settlement based on the revised  
       disease criteria (Exhibit E1)--

      (1) benefits may not be obtained for a disease or condition if  
          the qualifying symptoms existed before the date of the 
          first implantation; and

      (2) a claimant receiving benefits under the Long-term Benefit 
          Schedule may make an additional claim during the 15 years 
          of the program if, as a result of additional symptoms, she 
          can establish that she is entitled to a higher level of 
          compensation either because of a new disease or 
          symptomology or because of an increase in the compensation 
          level. In such event, amounts previously paid will be 
          subtracted from the amount otherwise payable for the new 
          condition.

   (b) For claims under the revised settlement based on the disease  
       and disability/severity schedule of the global settlement, the  
       provisions stated in the original notice govern the effect of  
       symptoms and disabilities that existed before the claimant's  
       first breast implant. Under those provisions, no symptom is  
       considered for purposes of establishing ACTD if it existed  
       before the date of first implantation. A participant who,  
       before her first breast implant, had another covered disease  
       listed on the original disease schedule would, if the benefit  
       level based on the disease or disability/severity increased  
       after that implant, be eligible for benefits measured by the  
       difference between the amount payable for the new disease and  
       disability/severity level and the amount that would have been  
       payable for the pre-existing condition.

22. Claims of Health-care Providers.

   (a) Under current terms of the revised settlement program,  
       reimbursement and subrogation-type claims by insurers,  
       governmental agencies, and other health-care providers will,  
       to the extent enforceable under applicable laws, be the  
       responsibility of participants; the settling defendants will  
       have no additional responsibilities to such insurers,  
       agencies, and providers for participants electing to accept  
       benefits under the revised settlement.

   (b) However, additional settlement negotiations are presently  
       underway between the settling defendants and many of the  
       private health-benefit providers and insurers which attempted  
       to intervene in the global class settlement to assert  
       reimbursement or subrogation claims. The general nature of  
       these discussions is that, in exchange for additional payments  
       to such providers and insurers by the settling defendants-- 
       over and above their obligations to pay benefits to  
       participants under the revised settlement--such providers and  
       insurers would agree not to pursue reimbursement or  
       subrogation claims against implant recipients participating in  
       the revised settlement. As of the printing of this Notice,  
       these discussions have not resulted in a final agreement  
       approved by those parties, but they are sufficiently promising  
       as to justify advising eligible participants of this potential  
       supplemental agreement that would be of substantial benefit  
       under the revised settlement program to many implant  
       recipients. Updated information regarding the status of these  
       negotiations will, when available, be posted on the Claims  
       Office recorded- message telephone line (800-887-6828); and,  
       if the negotiations are successful, you will be advised of the  
       details in the Notification of Status letter to be sent to you  
       by the Claims Office.

23. Releases.

   (a) Eligible implant recipients who do not timely opt out will for  
       themselves (and for their personal representatives and family  
       members with respect to representative or derivative claims)  
       waive and release, except as provided in 20(e), their rights  
       to institute or pursue breast-implant related claims against  
       the Settling Defendants and Released Parties identified in  
       Exhibit B1.

    (b) Claims against Dow Corning and other manufacturers,  
       distributors, or suppliers of breast implants or component  
       parts of such implants--or against doctors, hospitals, or  
       other health-care providers--not listed in Exhibit B1 are not  
       part of the revised settlement and are not released or  
       dismissed. Claims against Mentor, Bioplasty, and Dow Corning  
       may, however, be barred or restricted as a result of prior  
       settlements or bankruptcy proceedings, as explained in 15-17  
       above.

24. Effect of Appeals.

An appeal does not suspend the obligation of settling defendants to 
make payments under 12(a) or, upon receiving an executed standard-
form release, under 12(c) or 12(d). Depending on the issues raised, 
an appeal may suspend the obligation of defendants to make payments 
under 13 and (unless a mutually satisfactory release is executed) 
under 12(b).

25. Defendants' Position; Inadmissibility of Settlement.

   (a) Although agreeing to the revised settlement, the settling  
       defendants continue to deny any wrongdoing or any legal  
       liability of any kind. They have agreed to the revised  
       settlement not only because of the risk of adverse judgments  
       in some cases, but also because of the substantial time,  
       expense, and other burdens they would incur even in  
       successfully defending against thousands of existing cases and  
       cases that might be filed in the future. These defendants  
       believe that, at the same time, the settlement will also be in  
       the best interests of those who have been implanted with their  
       products by expediting the time for resolving claims and that,  
       by taking advantage of the potential savings in "transaction  
       costs" resulting from a class settlement, the amounts actually  
       paid to many participants under the settlement would, in their  
       opinion, exceed recoveries that might be obtained through  
       individual claims and lawsuits.

   (b) Establishment of and negotiations leading to the revised  
       settlement program, and Claims Office determinations and  
       payments under the program, do not constitute any admission by  
       the settling defendants of fault, liability, or damages and  
       will not be admissible in evidence in any proceeding for such  
       purposes or as evidence of ownership, control, agency, or  
       relationship between the settling defendants and the released  
       parties in the event an implant recipient proceeds with  
       litigation against the defendants (except that any judgment  
       obtained by such a person will be reduced by any payment under  
       this settlement).

26. Incorporation of Terms of Global Settlement.

The revised settlement program implements paragraph 18 of the notice 
of the global settlement by reducing--for those eligible to 
participate--the extent of ratcheting that would otherwise occur and 
by preserving--for those not eligible to participate--their rights to 
opt out of the class (while providing an extension of the period 
during which statutes of limitation and repose would be suspended). 
Except to the extent modified by or inconsistent with the terms of 
this Notice, the settlement terms announced in the April 1994 notice 
(including, for example, provisions relating to contribution and 
indemnification claims against the settling defendants and released 
parties) remain in effect and govern rights, obligations, and 
options. The benefits provided under the revised settlement supersede 
and are in lieu of all benefits that participants and their attorneys 
might have had under the global settlement. The Court retains general 
powers to administer and implement the settlement, including the 
power to interpret the terms of the settlement and to resolve on an 
equitable basis conflicting claims to benefits arising because of 
death of a participant or asserted assignments or liens relating to 
payment of benefits.

ATTORNEYS' FEES AND EXPENSES

27. Privately-retained Counsel.

Fees and expenses of attorneys individually retained by Lindsey class 
members who have not previously opted out, whether in presenting 
claims under the global settlement, or in presenting claims under the 
revised settlement, or in instituting or pursuing claims as new "opt-
outs" will be borne by such persons based on applicable state law and 
the individual arrangements made between them and their attorneys, 
but subject to certain limitations indicated below.

   (a) The fees charged by individually-retained attorneys to an  
       implant recipient who accepts the terms of the revised  
       settlement shall not exceed the sum of--

      (1) 10% of the first $10,000 paid to such participant under the  
          settlement;

      (2) 22.5% of the next $40,000 paid to such participant under 
          the settlement; and

      (3) 30% of the amount in excess of $50,000 paid to such 
          participant under the settlement.

   (b) Amounts paid to or on behalf of participants as explantation  
       benefits shall not be counted as amounts paid to a participant  
       for purposes of calculating the above limitations.
 
   (c) The Court reserves the power to establish additional standards  
       and limitations affecting the expenses that individually- 
       retained attorneys may charge those participating in the  
       revised settlement.

   (d) Benefits payable to participants under 12, 13, and 14 shall  
       not be subject to any reduction for fees and expenses of class  
       counsel for representing the Lindsey class or for other  
       "common benefit" services (or for administrative expenses of  
       the Claims Office and others in implementing the revised  
       settlement).

28. Funding of "Common Benefit" Fees and Expenses.

Order No. 13 was entered in CV92-P-10000-S in July 1993 in order to 
provide for the fair and equitable sharing among breast-implant 
recipients who presented claims in federal court of the cost of the 
special services performed, and expenses incurred, by attorneys 
acting for the "common benefit" of all such claimants. Services in 
conducting common discovery, for example, would be beneficial not 
only to implant recipients who later chose to pursue litigation, but 
also to those who later accepted a settlement offer prompted at least 
in part by the existence of such discovery.

   (a) As a means for complying with Order No. 13, the settling  
       defendants under the revised settlement program will pay into  
       the previously established fund an amount equal to 6% of the  
       amounts paid under 12, 13, and 14. These payments will be paid  
       as a surcharge and will not reduce the amounts payable to  
       participants under 12. 13. or 14.

   (b) Order No. 13 continues in place, and will continue to govern  
       the resolution, whether by trial or settlement, of breast- 
       implant claims of persons who do not accept (or are not  
       eligible to participate in) the revised settlement, but who  
       either were members of the Lindsey class (and did not exercise  
       their initial right to opt out) or, although not members of  
       the Lindsey class (whether because they were ineligible or  
       because they exercised their initial right to opt out) now or  
       in the future have breast-implant claims that are filed in or  
       properly removed to federal court. What this means is that 6%  
       of the "gross monetary recovery" obtained by such persons,  
       whether by trial or settlement, is to be withheld and paid  
       into the common-benefit expense fund.

   (c) Under terms of Order No. 13, if the amounts paid into the fund  
       exceed the amounts ultimately approved by the Court as proper  
       charges against the fund, the excess will be distributed to  
       implant recipients on a pro-rata basis as the Court determines  
       to be fair and equitable.

29. Employment of Attorneys.

You may retain an attorney of your own choice for advice concerning 
your rights or to provide services either in presenting a claim under 
the revised settlement or in instituting litigation, but you will be 
responsible for the fees and expenses of such attorney as explained 
in 27. You are not required, however, to have private counsel in 
order to submit claims under the revised settlement.

CLAIMS ADMINISTRATION

30. Claims Office.

The Claims Office will continue to process and evaluate registrations 
and claims as expeditiously as possible, but may give priority of 
consideration to claims by claimants who, through Proof of 
Manufacturer forms, indicate they may have had a Bristol, Baxter, 3M, 
or "post 8/84 McGhan" implant (with particular priority to claims by 
those who have waived "Second Opt-Out Rights") and may defer 
consideration of submissions by those who appear to be ineligible 
under the revised settlement program.

   (a) As claims are processed and evaluated, the Claims Office will  
       send each person a Notification of Status indicating whether  
       her proof of manufacturer identification is satisfactory;  
       whether she is classified as a Current Claimant, Other  
       Registrant, or Late Registrant; whether, if a Current  
       Claimant, any documentation submitted in support of a rupture  
       supplement is satisfactory; whether there are any deficiencies  
       in the submission; and whether there is a deadline for  
       submitting supplemental documentation relating to  
       deficiencies. If there are deficiencies in any of the  
       materials that are subject to correction, the Notification  
       will so advise. This Notification, which triggers the opt out  
       period under 7(c), will be sent to the last address provided  
       to the Claims Office, with a copy to the person's attorney if  
       one has been indicated.

   (b) The Claims Office will continue to implement procedures  
       designed to detect and prevent payment of fraudulent claims.  
       To deter potential fraud, all claims must be signed under  
       penalties of perjury. Since the Postal Service will be used in  
       the processing and payment of claims, submission of fraudulent  
       claims will violate the criminal laws of the United States and  
       subject those responsible to criminal prosecution in the  
       federal courts.

   (c) Under its plenary responsibilities to assure an acceptable  
       level of reliability and quality control of claims, the Claims  
       Office may require, without expense to the claimant, an  
       examination or review by a physician or laboratory selected by  
       the Claims Office.

   (d) Expenses of the Claims Office will continue to be paid from  
       the funds initially provided under terms of the global  
       settlement, with such supplemental contributions from the  
       settling defendants as, during the 15-year period of the  
       program, the Court determines to be necessary for such  
       purposes and without reducing the benefits payable to  
       participants under the revised settlement program.

   (e) Operations of the Claims Office will be subject to the  
       continuing jurisdiction of the Court and subject to Court  
       review.

31. Fund Administration.

The fund into which the settling defendants' payments will be made is 
a continuation of the MDL 926 Settlement Fund established under Order 
No. 15, with Texas as its domicile, location, and place of creation 
and administration, and with eligible participants being its 
beneficiaries. Ann Tyrrell Cochran, Claims Administrator, has general 
responsibilities for collecting, collating, processing, evaluating, 
and quantifying claims. Edgar C. Gentle, III, has been designated as 
Escrow Agent and as Chairman of the Investment Committee, with the 
duties approved by the Court by order dated November 23, 1994 (as 
modified by further Court orders). Also on the Investment Committee 
are Don Springmeyer (plaintiffs' designee) and Todd M. Poland 
(defendants' designee).

32. Filing of Elections, Forms, and Documentation.

   (a) All elections, forms, and documentation described in this  
       Notice are to be filed with the Claims Office, and not with  
       the Court. Please do not send "courtesy" copies to the Court.  
       Please do not send additional copies of materials with a  
       request for acknowledgment--handling of duplicate copies only  
       results in increased administrative costs and delay.

   (b) Deadlines for providing elections, forms, or documentation to  
       the Claims Office are to be determined by the date such items  
       are actually received in the Claims Office, rather than date  
       of mailing. Facsimile transmissions are not acceptable.

33. Documentation.

Current Claimants, Other Registrants, and Late Registrants may, 
throughout the 15- year period of the program, submit documentation 
respecting manufacturer identification, medical conditions and 
disability, and other matters affecting eligibility or entitlement to 
benefits in accordance with governing procedures. The Claims Office 
may, however, establish regulations relating to the submission of 
medical documentation and setting reasonable periods at which to 
conduct evaluations or re-evaluations of a person's eligibility and 
benefits based on supplemental submissions and for submission of 
supplemental documentation after notice of deficiencies. Initial 
documentation showing manufacturer identification must be presented 
to the Claims Office no later than December 16, 1996, by participants 
claiming status as Current Claimants, as must documentation of a 
claim for rupture supplement under 12(c)(2).

34. Court Review of Claims Office Determinations.

A claimant dissatisfied with the decision made by Claims Officers may 
appeal to the Claims Administrator and, if still dissatisfied, may 
seek a further review, on the basis of the record evidence, by the 
Court (or a person designated by the Court to conduct such review). 
No other appeals or reviews are permitted, and the settling 
defendants will have no right of appeal or review from determinations 
made by the Claims Office.

ADDITIONAL INFORMATION

35. Court Filings and Other Documents.

You may inspect documents on file with the Court at the office of the 
Clerk, 1729 Fifth Avenue North, Birmingham, Alabama, 35203, during 
regular business hours and may obtain copies of these documents (such 
as the revised settlement program and the Court's order approving 
transmittal of this offer to class members) by payment of the 
prescribed charges. The Clerk's office is not permitted to give legal 
advice. The Claims Office (800-600-0311 and 713-951-9106) is 
authorized to answer administrative and clerical inquiries relating 
to claims and the claims process, but not to give legal advice. 
Contact the Claims Office if you need a copy of the Disease Schedule 
that was transmitted with the original global settlement notice.

36. Assistance.

You should save this Notice for reference concerning your rights and 
benefits, the claims process, the important deadlines, and telephone 
numbers. In addition to the limited information available from the 
Claims Office (see 35 above), you may obtain further information 
concerning the revised settlement and your rights and options in any 
one or more of the following ways:

   * by reading the enclosed booklet, entitled "Questions and  
     Answers", which has been approved by the Court.

   * by consulting an attorney of your own choice. (Note: the advice  
     given by private counsel is not monitored, reviewed, or  
     supervised by the Court.)

   * by watching the cable TV program on Court TV on Wednesday,  
     January 24, 1996, at 9 PM CST. (Note: this program, intended to  
     complement the written notice, will provide general information  
     only and will not provide legal advice regarding particular  
     claims.)

   * by attending one of the regional meetings or participating in  
     the telephone conference to be scheduled by the Court. See  
     insert accompanying this Notice. (Note: these meetings and this  
     conference will provide general information only, and will not  
     provide legal advice regarding particular claims.)

   * by requesting legal assistance from Settlement Class Counsel by  
     calling 513-651-9770. (Note: although this program has been  
     approved by the Court, the Court does not monitor, review, or  
     supervise the advice given by such persons.)

   * by contacting any of the various "support groups" formed to  
     provide assistance to breast implant recipients and their  
     families. (Note: these support groups operate independently of  
     the Court, and their communications and advice are not  
     monitored, reviewed, or supervised by the Court.)

This Notice has been approved by Judge Pointer for distribution to 
breast-implant recipients as an official notice of the Court 

PERRY D. MATHIS
Clerk of the Court

ATTACHED EXHIBITS:
B1 List of Settling Defendants and Released Parties
E1 Revised Disease/Symptomology Definitions and Compensation Levels
G List of Implant Brands and Manufacturers

FORMS (separate documents, but included in mailing):
Election Form
Proof of Manufacturer Form
Explantation Claim Form
Rupture Claim Form

EXHIBIT B1--Revised Settlement

Settling Defendants

Baxter Healthcare Corp.
Baxter International Inc.
Bristol-Myers Squibb Co.
Inamed Corp.
McGhan Medical Corp. (Calif. Corp.)
McGhan Medical Corp. (Dela. Corp.)
a/k/a McGhan Medical/3M
Medical Engineering Corp.
Minnesota Mining & Manufacturing Co.
a/k/a 3M Company
Union Carbide Chemical & Plastics Co.
Union Carbide Corporation


Released Parties

Aesthetech Corp.
American Heyer-Schulte Corp.
f/k/a Heyer-Schulte Corp.
American Hospital Supply Corp.
Franklin L. Ashley
Baxter Acquisition Sub., Inc.
Baxter Corporation
Baxter Travenol Laboratories, Inc.
Baxter World Trade Corp.
Lawrence Birnbaum
Robert Bishop
Bristol Myers Squibb Canada, Inc.
Cabot Medical Corp.
Angelo Cappozzi
CBI Medical, Inc. a/k/a
CBI Medical Electronics, Inc.
CooperSurgical, Inc.
CooperVision, Inc.
CUI Corporation
CVI Merger Corp.
CV Sub 1987, Inc.
Edwards Laboratories, Inc.
Derwood Faries
Jack Fisher
Vicki Galati
John Hartley
Robert J. Helbling
Inamed BV
Inamed Development Co.
Richard P. Jobe
Real Lappierre
Linvatec Corp.
Harold Markham
Jacqueline Markham
Lottie Markham
Markham Medical Ass'n
Markham Medical International, Inc.
Markham Surgical Specialties
Mark/M Surgical
Mark/M Resources, Inc.
G. Patrick Maxwell
Anita Kost McAteer
Donald K. McGhan
McGhan Limited
McGhan NuSil Corporation
MEC Subsidiary Corp. f/k/a
Surgitek, Inc.
Natural "Y" Surgical Specialties, Inc.
NuSil Corp.
NuSil Technology
W. John Pangman, II
Vincent R. Pennisi
Poly Plastic Silicone Products, Inc.
Schulte Medical Products
Diran M. Seropian
Paul Silverstein
Sirod Corp.
Scott Spear
Specialty Silicone Fabrications, Inc.
H. E. Sterling
Summit Medical Corp.
Surgitek, Inc.
Kuros Tabari
John P. Tebbetts
Travenol Laboratories, Inc.
Kurt Wagner
Edward Weck, Inc.
Edward Weck & Company, Inc.
John L. Williams
Wilshire Advanced Materials, Inc.
Wilshire Foam Products, Inc.
Wilshire Technologies, Inc.
Zimmer, Inc.
Zimmer International, Ltd.
3M Australia Pty
3M Canada. Inc.

The "Released Parties" mean the above-listed individuals and 
entities, the above-listed Settling Defendants, and their respective 
present and former foreign and domestic parents, subsidiaries, and 
affiliates; their respective foreign and domestic successors, 
predecessors, sales representatives, independent sales 
representatives, distributors, transferees, insurers, and assigns; 
and their respective present, former, and subsequent officers, 
directors, agents, servants, proprietors, owners, shareholders, and 
employees, except that the term "Released Parties" (1) does not 
include doctors, hospitals, and other health-care providers who 
furnished medical services directly to a Class Member unless they are 
specifically named above, (2) does not include doctors specifically 
named above with respect to claims against them based upon their 
furnishing medical services directly to a Class Member, and (3) does 
not include such individuals and entities to the extent their alleged 
liability does not arise out of any affiliation or relationship with 
the Settling Defendants.


EXHIBIT E1--Revised Disease/Symptomology Definitions and Compensation 
Levels

I. General
                  
    A. A claimant must file with the Claims Office all medical  
       records establishing the required findings or laboratory  
       abnormalities. Qualifying findings must have occurred within a  
       single 24-month period within the five years immediately  
       preceding the submission of the claim. (Findings supplemented  
       in response to a deficiency letter sent by the Claims Office  
       do not have to fall within the 24-month period outlined  
       above.)

    B. If exclusions are noted for a required finding, the physician  
       making the finding or ordering the test must affirmatively  
       state that those listed exclusions are not present. The  
       physician recording a GCTS finding or making a disease  
       diagnosis must also affirmatively state that the qualifying  
       symptoms did not exist before the date of first implantation.  
       (This statement can be based upon patient history so long as  
       consistent with medical records in the physician's  
       possession.) Failure to make these affirmative statements will  
       result in a deficiency letter. All underlying office charts,  
       radiology/pathology reports, and test results must be supplied  
       to the Claims Office.

II. Scleroderma (SS)
                  
A claim for scleroderma must include a diagnosis of systemic 
sclerosis/scleroderma made by a board-certified rheumatologist based 
upon personal examination of the patient. [Exclusion: localized 
scleroderma] Supporting medical documentation must affirmatively 
reveal that the major or at least two of the minor criteria listed 
below are present:

    A. Major criterion: Proximal scleroderma -- symmetric thickening,  
       tightening, and induration of the skin of the fingers and the  
       skin proximal to the metatarsophalangeal or  
       metatarsophalangeal joints. The changes may affect the entire  
       extremity, face, neck, and trunk (thorax and abdomen).  
       Description of this criterion is adequate if the board- 
       certified rheumatologist records that physical examination of  
       the patient revealed scleroderma skin thickening, and  
       adequately describes the parts of the body where that  
       thickened skin was found.

    B. Minor Criteria:

       1. Sclerodactyly: Above-indicated skin changes limited to the 
          fingers.

       2. Digital pitting scars or loss of substance from the finger  
          pad: Depressed areas at tips of fingers or loss of digital  
          pad tissue as a result of ischemia

       3. Bibasilar pulmonary fibrosis: Bilateral reticular pattern  
          of linear or lineonodular densities most pronounced in  
          basilar portions of the lungs on standard chest  
          roentgenogram; may assume appearance of diffuse mottling or  
          "honeycomb lung." These changes should not be attributable  
          to primary lung disease.

Compensation Levels:

    A. Death resulting from SS, or severe chronic renal involvement  
       manifested by a glomerular filtration rate of less than 50% of  
       the age- and gender-adjusted norm, as measured by an adequate  
       24-hour urine specimen collection.

    B. Clinically significant cardio-pulmonary manifestations of  
       sclerodermal(1) or proximal scleroderma on the trunk (thorax and  
       abdomen).

    C. A diagnosis of scleroderma in accordance with the above  
       criteria that does not involve the findings in A or B above.


       1. As manifested by interstitial fibrosis (based upon physical  
          examination findings and abnormalities seen on chest x-ray  
          or chest CT) or pulmonary hypertension (based upon physical  
          examination findings and 2-D Echo doppler or angiography  
          with hemodynamic measurements showing pulmonary artery  
          pressures of greater than 25 TORR).


III. Lupus (SLE)

A claim for SLE must include a diagnosis of SLE (lupus) made by a 
board-certified rheumatologist based upon personal examination of the 
patient. [Exclusion: mild lupus (SLE not requiring regular medical 
attention including doctor visits and regular prescription 
medications)] Supporting medical documentation must affirmatively 
reveal that at least four of the following 11 criteria are present:

  1. Malar rash             Fixed erythema, flat or raised, over the  
                            malar eminences, tending to spare the  
                            nasolabial folds

  2. Discoid rash           Erythematous raised patches with adherent 
                            keratotic scaling and follicular plugging; 
                            atrophic scarring may occur in older 
                            lesions

  3. Photosensitivity       Skin rash as a result of unusual reaction 
                            to sunlight, by patient history or 
                            physician observation

  4. Oral ulcers            Oral or nasopharyngeal ulceration, usually 
                            painless, observed by a physician

  5. Arthritis              Nonerosive arthritis involving two or more 
                            peripheral joints, characterized by 
                            tenderness, swelling, or effusion 
                            [exclusion: erosive arthritis]

  6. Serositis              a) Pleuritis -- convincing history of 
                               pleuritic pain or rub heard by a 
                               physician or evidence of pleural 
                               effusion, or 
                            b) Pericarditis -- documented by ECG or 
                               rub or evidence of pericardial effusion

  7. Renal disorder         a) Persistent proteinuria greater than 0.5  
                               grams per day or greater than 3+ if 
                               quantitation not performed, or 
                            b) Cellular casts -- may be red cell, 
                               hemoglobin, granular, tubular, or mixed

  8. Neurologic disorder    Seizures -- in the absence of offending 
                            drugs or known metabolic derangements, 
                            e.g., uremia, ketoacidosis, or electrolyte 
                            imbalance

  9. Hematologic disorder   a) Hemolytic anemia -- with 
                               reticulocytosis, or 
                            b) Leukopenia -- less than 4,000/mm total  
                               on two or more occasions, or 
                            c) Lymphopenia -- less than 1,500/mm on   
                               two or more occasions, or  
                            d) Thrombocytopenia -- less than  
                               100,000/mm in the absence of offending  
                               drugs

  10. Immunologic disorder  a) Positive LE cell preparation, or  
                            b) Anti-DNA: antibody to native DNA in  
                               abnormal titer, or  
                            c) Anti-Sm: presence of antibody to Sm   
                               nuclear antigen, or 
                            d) False positive serologic test for  
                               syphilis known to be positive for at  
                               least 6 months and confirmed by  
                               Treponema pallidum immobilization or  
                               fluorescent treponemal antibody  
                               absorption test

  11. Antinuclear antibody  An abnormal titer or antinuclear  
                            antibody by immunofluorescence or an  
                            equivalent assay at any point in time  
                            and in the absence of drugs known to be  
                            associated with "drug-induced lupus"  
                            syndrome

Compensation Levels:

    A. Death resulting from SLE, or severe chronic renal involvement  
       manifested by a glomerular filtration rate of less than 50% of  
       the age- and gender-adjusted norm, as measured by an adequate  
       24-hour urine specimen collection.

    B. SLE with involvement of one or more of the following:  
       glomerulonephritis, seizures in the absence of offending drugs  
       or known metabolic derangements, Lupus Psychosis, myocarditis,  
       pneumonitis, thrombocytopenic purpura, hemolytic anemia (with  
       hemoglobin of 10 grams or less), severe granulocytopenia (with  
       a total white cell count less than 2000), or mesenteric  
       vasculitis.

    C. A diagnosis of lupus in accordance with the above criteria  
       that does not involve the findings in A or B above. (Default  
       compensation level.)

IV. Polymyositis (PM)/Dermatomyositis (DM)

A claim for polymyositis or dermatomyositis must include a diagnosis 
of the disease made by a board-certified rheumatologist based upon 
personal examination of the patient. Supporting medical documentation 
must affirmatively reveal that the following criteria are present:

    - for polymyositis, the first four criteria without the rash;
    - for dermatomyositis, three of the first four criteria, plus the  
      rash (#5).

Criteria:

    1. symmetrical proximal muscle weakness;
    2. EMG changes characteristic of myositis including (a) short  
       duration, small, low amplitude polyphasic potential, (b)  
       fibrillation potentials, (c) bizarre high-frequency repetitive  
       discharges;
    3. elevated serum muscle enzymes (CPK, aldolase, SGOT, SGPT, and  
       LDH);
    4. muscle biopsy showing evidence of necrosis of type I and II  
       muscle fibers areas of degeneration and regeneration of  
       fibers, phagocytosis, and an interstitial or perivascular  
       inflammatory response;
    5. dermatologic features including a lilac (heliotrope),  
       erythematous, scaly involvement of the face, neck, shawl area  
       and extensor surfaces of the knees, elbows and medial  
       malleoli, and Gotton's papules.

Compensation Level:

All confirmed PM/DM diagnoses will be compensated
at the GCTS/PM/DM--A level.

V. General Connective Tissue Symptoms (GCTS):

A claim for GCTS does not have to include a diagnosis for "General 
Connective Tissue Symptoms," but the medical documentation must 
establish that the combination of findings listed below are present. 
[Exclusion: classical rheumatoid arthritis diagnosed in accordance 
with the revised 1982 ACR classification criteria.]

  For compensation at Level A:
    (1) any two findings from Group I; or
    (2) any three non-duplicative findings from Group I or Group II.

  For compensation at Level B:
    (1) one finding from Group I plus any four non-duplicative  
        findings from Group II or Group III; or
    (2) two findings from Group II plus one non-duplicative finding  
        from Group III.

The following duplications exist on the list of findings:
  - rashes (#3 and #8)
  - sicca (#2 and #12)
  - serological abnormalities (#4 and #9)

In addition to the medical verification of the required findings, a 
claim for GCTS must include the affirmative physician statements 
outlined in General Guidelines above.

GROUP I FINDINGS
                  
1. Polyarthritis, defined as synovial swelling and tenderness in 
three or more joints in at least two different joint groups observed 
on more than one physical examination by a board-certified physician 
and persisting for more than six weeks. [Exclusion: osteoarthritis.]

2. Keratoconjunctivitis Sicca, defined as subjective complaints of 
dry eyes and/or dry mouth, accompanied (a) in the case of dry eyes, 
by either (i) a Schirmer's test less than 8 mm wetting per five 
minutes or (ii) a positive Rose-Bengal or fluorescein staining of 
cornea and conjunctiva; or (b) in the case of dry mouth, by an 
abnormal biopsy of the minor salivary gland (focus score of greater 
than or equal to two based upon average of four evaluable lobules). 
[Exclusions: drugs known to cause dry eyes and/or dry mouth, and dry 
eyes caused by contact lenses.]

3. Any of the following immune-mediated skin changes or rashes, 
observed by a board-certified rheumatologist or board-certified 
dermatologist: (a) biopsy-proven discoid lupus; (b) biopsy-proven 
subacute cutaneous lupus; (c) malar rash -- fixed erythema, flat or 
raised, over the malar eminences, tending to spare the nasolabial 
folds [exclusion: rosacea or redness caused by sunburn]; or (d) 
biopsy-proven vasculitic skin rash.

GROUP II FINDINGS
                  
4. Positive ANA greater than or equal to 1:40 (using Hep2), on two 
separate occasions separated by at least two months and accompanied 
by at least one test showing decreased complement levels of C3 and 
C4; or a positive ANA greater than or equal to 1:80 (using Hep2) on 
two separate occasions separated by at least two months. All such 
findings must be outside of the performing laboratory's reference 
ranges.

5. Abnormal cardiopulmonary symptoms, defined as (a) pericarditis 
documented by pericardial friction rub and characteristic 
echocardiogram findings (as reported by a board-certified radiologist 
or cardiologist); (b) pleuritic chest pain documented by pleural 
friction rub on exam and chest x-ray diagnostic of pleural effusion 
(as reported by a board-certified radiologist); or (c) interstitial 
lung disease in a non-smoker diagnosed by a board-certified internist 
or pulmonologist, confirmed by (i) chest x-ray or CT evidence (as 
reported by a board-certified radiologist) and (ii) pulmonary 
function testing abnormalities defined as decreased DLCO less than 80 
% of predicted .

6. Myositis or myopathy, defined as any two of the following: (a) EMG 
changes characteristic of myositis: short duration, small,low 
amplitude polyphasic potential; fibrillation potentials; and bizarre 
high-frequency repetitive discharges; (b) abnormally elevatedCPK or 
adolase from the muscle (outside of the performing laboratory's 
reference ranges) on two separate occasions at least sixweeks apart. 
(If the level of the initial test is three times normal or greater, 
one test would be sufficient.) [Exclusions: injections,trauma, 
hypothyroidism, prolonged exercise, or drugs known to cause abnormal 
CPK or aldolase]; or (c) muscle biopsy (at a sitethat has not 
undergone EMG testing) showing evidence of necrosis of type 1 and 2 
muscle fibers, phagocytosis, and an interstitialor perivascular 
inflammatory response interpreted as characteristic of myositis or 
myopathy by a pathologist.

7. Peripheral neuropathy or polyneuropathy, diagnosed by a board-
certified neurologist, confirmed by (a) objective loss of sensationto 
pinprick, vibration, touch, or position; (b) symmetrical distal 
muscle weakness; (c) tingling and/or burning pain in theextremities; 
or (d) loss of tendon reflex, plus nerve conduction testing 
abnormality diagnostic of peripheral neuropathy orpolyneuropathy 
recorded from a site that has not undergone neural or muscular 
biopsy. [Exclusions: thyroid disease, antineoplastictreatment, 
alcoholism or other drug dependencies, diabetes, or infectious 
disease within the last three months preceding the diagnosis.]

GROUP III FINDINGS
                  
8. Other immune-mediated skin changes or rashes, observed by a board-
certified rheumatologist or board-certified dermatologist: (a) livedo 
reticullaris; (b) lilac (heliotrope), erythematous scaly involvement 
of the face, neck, shawl area and extensor surfaces of the knees, 
elbows and medial malleoli; (c) Gotton's sign, pink to violaceous 
scaling areas typically found over the knuckles, elbows, and knees; 
or (d) diffuse petechiae.

9. Any of the following serologic abnormalities: (a) ANA greater than 
or equal to 1:40 (using Hep2) on two separate occasions separated by 
at least two months; (b) one or more positive ANA profile: Anti-DNA, 
SSA SSB, RNP, SM, Sc1-70, centromere, Jo-1 PM-Scl, or double-stranded 
DNA (using ELISA with standard cutoffs); (c) anti-microsomal, anti-
cardiolipin, or RF greater than or equal to 1:80.

10. Raynaud's phenomenon, evidenced by a physician-observed two 
(cold-related) color change as a progression, or by physician 
observation of evidence of cold-related vasospasm, or by physician 
observation of digital ulceration resulting from Raynaud's 
phenomenon.

11. Myalgias, defined as tenderness to palpation, performed by a 
physician, in at least three muscles, each persisting for at least 
six months.

12. Dry mouth, subjective complaints of dry mouth accompanied by 
decreased parotid flow rate using Lashley cups with less than 0.5 ml 
per five minutes. [Exclusion: drugs known to cause dry mouth]

EXHIBIT G -- Implant Brands and Manufacturers

The left-hand column is a list of companies, implant brands, 
"designer" implant names, and other names or phrases that might be 
used in medical records to describe a particular type of breast 
implant. The column to the right identifies the company with which 
that brand is associated for purposes of this revised settlement 
program. If implantation date ranges are supplied for an implant an 
appropriate notation is to the right of each date range.

Implants noted as Mentor (for post 8/84 McGhan benefits) that have a 
star (*) before Mentor will be treated as Baxter implants if a Baxter 
lot number can be supplied for that implant Lists of lot and serial 
numbers for Bristol, Baxter,and 3M implants are available from the 
Claims Office upon request.

To prove that a McGhan implant which was implanted after August 2, 
1984, was wholly or partly manufactured before that date (and 
therefore can be treated as a 3M implant rather than a post 8/84 
McGhan implant), you should provide proof of the 3M name or 
qualifying serial number. A list of McGhan serial numbers qualifying 
as 3M implants is available from the Claims Office upon request.

Notations after the names Mentor or Bioplasty that say "(for purposes 
of post-8/84 McGhan benefits)" mean that they can be considered as 
Mentor or Bioplasty implants for purposes of determining eligibility 
under the program described in this notice, but that no determination 
can be made at this time as to whether one of these implants will 
trigger eligibility under the distribution program for the Mentor or 
Bioplasty funds. Further clarification of the status of those 
implants will be included in the more detailed information that will 
be available later about the Mentor and Bioplasty funds.


Brand/Manufacturer Name                     Status in Revised Program

3M                                          3M
AHS                                         Baxter
Aesthetech                                  Bristol
Alloplastic                                 Not Covered
American Heyer-Schulte                      Baxter
American Hospital Supply                    Baxter
Arion                                       Not Covered
Ashley
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
Baxter                                      Baxter
Bebe                                        Not Covered
Beckein                                     Not Covered
Becker                                      Mentor
Beckman                                     Not Covered
Biocell                                     McGhan
Biodimensional                              McGhan
Biofill                                     Not Covered
Biomanufacturing                            Bioplasty
Bio-oncotic                                 Bioplasty
Bioplasty                                   Bioplasty
Biospan                                     McGhan
Birnbaum                                    Baxter
Cabot                                       Not Covered
Calcorian                                   Not Covered
Capozzi
 Implanted before 9/1/71                    Bristol
 Implanted after 8/31/71                    Baxter
Cavon                                       Bristol
CBI Medical                                 Bristol
Controle Medicale                           Not Covered
Cooper Surgical                             Bristol
Corbet                                      Bristol
Cox Uphoff                                  CUI
Cronin                                      Dow Corning
Cunard                                      Not Covered
CZV/CRS (Croissant Versafil Low Profile)    CUI
Dacron                                      Not Covered
Dahl                                        Bristol
Datron                                      Not Covered
Delayell                                    Not Covered
Delcon                                      Not Covered
Directa Span                                Mentor
Donnell                                     Not Covered
Dow Corning                                 Dow Corning
DRI                                         CUI
DRIE                                        CUI
Dubin                                       Not Covered
DuPont                                      Not Covered
Edward Laboratories                         Baxter
EHP (Enhanced High Profile)                 CUI
Edward Weck & Co.
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 1218/78                    Bristol
Elicon                                      Not Covered
Emory                                       Not Covered
Etheron                                     Not Covered
Euromed                                     Not Covered
Euro-Silikon (or Euro-Silicone)             Not Covered
Fernander                                   Not Covered
Flat Span                                   Mentor
FZV/SFV (Round Versafil LP Tissue Expander) CUI
Georgiade                                   Bristol
Gibney                                      CUI
Grossman                                    Not Covered
Guthrie
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
Hamricksholler                              Not Covered
Hartley                                     Baxter
Heyer-Schulte
 Implanted before 3/31/84                   Baxter 
 Implanted after 3/30/84                   *Mentor (for post 8/84
                                            McGhan benefits)
Heyer-Schulte Mentor                        Mentor
Higer-Sol                                   Not Covered
Hoest                                       Not Covered
Hypoplastic                                 Not Covered
Hyra                                        Not Covered
Integra                                     Not Covered
Intrashiel
 Implanted before 8/3/84                    3M
 Implanted after 8/2/84                     McGhan
Intravent                                   CUI
IOC (Cylindrical Intraoperative
     Tissue Expander)                       CUI
IOM (Intravent Intraoperative Expander)     CUI
IOS (Spherical Intraoperative
     Tissue Expander)                       CUI
Isle                                        Mentor
Ivalon                                      Not Covered
Jackson                                     Not Covered
Jellco                                      Not Covered
Jenny                                       Baxter
Jobe                                        Baxter
Johnson & Johnson                           Not Covered
Jonas                                       Not Covered
Klein                                       Bioplasty (for post
                                            8/84 McGhan benefits)
Koken                                       Not Covered
Lab Sebbin                                  Not Covered
Lambardozzi                                 Not Covered
Lepetit Pharmaceutical                      Not Covered
Litz                                        Not Covered
Mammatech                                   Bioplasty (for post
                                            8/84 McGhan benefits)
Magna-Site                                  McGhan
Mann                                        Not Covered
Mark/M Surgical
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
Markham
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
Markham Medical Int'l
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
Mathe                                       Not Covered
Maxwell                                     McGhan
McCormick                                   Not Covered
McGhan
 Implanted before 8/3/84                    3M
 Implanted 8/3/84 to 12/31/91               McGhan
 Implanted after 12/31/91                   Not Covered
McGregor                                    Not Covered
MEC                                         Bristol
Medasil                                     Not Covered
Medical Engineering Corporation             Bristol
Meme                                        Bristol
Meme ME                                     Bristol
Meme MP                                     Bristol
Mentle                                      Not Covered
Mentor                                      Mentor
Metarse                                     Not Covered
MFE (Man Facelift Expander)                 CUI
MFP                                         Dow Corning
Microcell                                   CUI
Misty                                       Bioplasty
Misty Gold                                  Bioplasty
Morgantil                                   Not Covered
MSI                                         Dow Corning
Mueller V
 Implanted before 1/1/68                    Not Covered
 Implanted 1/1/68 to 8/31/74                Dow Corning
 Implanted 9/1/74 to 10/31/78               Not Covered
 Implanted 11/1/78 to 3/30/84               Baxter
 Implanted after 3/30/84                    Not Covered
Mulligan                                    Not Covered
Munna                                       Bristol
Nagor                                       Not Covered
Nagotex                                     Not Covered
Natrashiel                                  3M
Natural Y
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
NFP (Non-Fixation Patch)                    Dow Corning
Nicola                                      Not Covered
Norman                                      Bristol
Nortec                                      Not Covered
OHP (Oval High Profile)                     CUI
OLP (Oval Low Profile)                      CUI
Optimam                                     Bristol
Pangman                                     Baxter
Papillon                                    Bristol
Paragel                                     Not Covered
Pardue                                      Not Covered
Perifil                                     Not Covered
Perras                                      Bristol
Perras-Papillon                             Bristol
Phillips                                    Not Covered
Plastigel                                   Not Covered
Plastone                                    Not Covered
PMT                                         Not Covered
Polyurethane
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
Poly Plastic
 Implanted before 9/1/71                    Bristol
 Implanted after 8/31/71                    Baxter
Poly Plastic Adjustable                     Baxter
Porex                                       Not Covered
Precision                                   Not Covered
Process Mankind Technology                  Not Covered
Promotel                                    Not Covered
Quin-Seal                                   Bristol
Radovan                                     Bristol
Rand                                        Not Covered
RCP (Round Conical Profile)                 CUI
RCR (Ruiz-Cohen Expanders)                  CUI
RDD (Reverse Double Lumen DRIE)             CUI
RDL (Reverse Double Lumen)                  CUI
RDL-XPAND                                   CUI
RDX (Round Double Lumen)                    CUI
Regetect                                    Not Covered
Replicon                                    Bristol
Reverse Double Lumen                        CUI
RHD (Round High Profile)                    CUI
RHP (Round High Profile)                    CUI
RLD (Round Low Profile DRIE)                CUI
RLP (Round Low Profile)                     CUI
Roger Klein                                 Bioplasty (for post
                                            8/84 McGhan benefits)
RTV                                         Not Covered
RTV/RTT (Smooth/Textured)                   CUI
Ruben                                       Not Covered
Rubicon                                     Not Covered
Ruiz-Cohen                                  CUI
Ryscien                                     Not Covered
RZV/SRV (Rectangular Versafil
         Tissue Expander)                   CUI
Satin Lacey                                 Not Covered
SCC (Cylindrical Tissue Expander)           CUI
SCL                                         Bristol
SCS (Crescent Tissue Expander)              CUI
Sealthen                                    Not Covered
SEE (Mini-crescent Tissue Expander)         CUI
Sebbin                                      Not Covered
Secrofft                                    Not Covered
Serbital                                    Not Covered
Seropian                                    Baxter
SFS (Saline Fill Skin and Tissue Expander)  CUI
SGO (Saline Gel Oval)                       CUI
SGR (Saline Gel Round)                      CUI
Silastic                                    Dow Corning
Silastic II                                 Dow Corning
Silastic II MSI                             Dow Corning
Silicone Medicale                           Not Covered
Silimed                                     Not Covered
Siltex                                      Mentor
Siltex Becker                               Mentor
Siltex Spectrum                             Mentor
Simiplast                                   Not Covered
SLP (Single Lumen Adjustable)               CUI
SLS (Longitudinally Curved Tissue Expander) CUI
Snyder                                      Bristol
SOE (Small Oval Tissue Expander)            CUI
Sofgel                                      Not Covered
SOS (Ear Shaped Tissue Expander)            CUI
Spectrum                                    Mentor
SPS (Pear Shaped Tissue Expander)           CUI
SRS (Rectangular Tissue Expander)           CUI
SSS (Spherical Tissue Expander)             CUI
Sterling                                    Baxter
Storz                                       Not Covered
Summit Medical                              Bristol
Surgical Specialties                        Bristol
Surgitek                                    Bristol
Surigel                                     Not Covered
Switek                                      Not Covered
SWS (Wedge Shaped Tissue Expander)          CUI
Synopsis                                    Not Covered
Syntech                                     Not Covered
SZR (Round Low Profile Sizer)               CUI
Tab Products                                Not Covered
Tabari                                      Baxter
TBD                                         Not Covered
Tecknar                                     Mentor
Tis-U-Sol                                   Not Covered
TLL (Triple Lumen Round)                    CUI
Travenol                                    Baxter
Tri-Lumen                                   CUI
TRL (Tri-Lumen Implants)                    CUI
TSO (Triple Lumen Low Profile Oval)         CUI
TSR (Triple Lumen Round Low Profile)        CUI
UHP                                         McGhan
Ultra High Performance                      McGhan
Unimed/Unitech                              Not Covered
Uroplasty                                   Bioplasty
Usign                                       Not Covered
Varifil                                     Dow Corning
Versafil                                    CUI
V. Mueller
 Implanted before 1/1/68                    Not Covered
 Implanted 1/1/68 to 8/31/74                Dow Corning
 Implanted 9/1/74 to 10/31/78               Not Covered
 Implanted 11/1/78 to 3/30/84               Baxter
 Implanted after 3/30/84                    Not Covered
Vogue                                       Bristol
Wagner                                      Baxter
Webster                                     Bristol
Weck
 Implanted before 9/1/71                    Bristol
 Implanted 9/1/71 to 12/8/78                Baxter
 Implanted after 12/8/78                    Bristol
Weiner                                      Not Covered
Wenthol                                     Not Covered
Wilshire Tech                               Not Covered
Williams                                    Baxter
Wood                                        Bristol