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[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