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A~E~I~I~r CIGlkl~'Fl'E AND CIGlkR COMp.kI,~ ~RPO~IAT~ SKAL ATTEST : AI~IERIC&N CIGAR~ITTI~ ~ND CIG~ CON[I'ANy By ................................................. CHARLES GANS~0W Vice President GEO~GEE. BOLrVAR Secremry Signatures of Directors of American Cigarette and Cigar Company: ............................................................... (L.s.) (Alfred F. Bowde~ ................................................................ (L.S.) (Albert G~dl ................................................................ (L.S.) (John A. Cmwe) ................................................................ (L.S.) (Paul~LHahn) ............................................................. (L. S.) (A. Gordon Findlay) ............................................................... (L. S.) (Edm~a4 A, I~arvey) .................................. (L. S.) (preston L, Fowler) ........................................................... (L. S.) (tta*.ry L, I~ib ~rd) ............................................. (L. S.) (Charles Ca.show) ................................................. (L. S.) Ooha G. Lang) .............................................................. (L. s.) (Alan C. Garratt) ................................................... (L.S,) (Sidney Sc/1ou)

STA'fIL Op NEV4 YOF, I< t COUNTy OF NZW YORK ~S$ B~ Ir Rr~MEMBERgO that on this 16th day of October, in the year One Thousand Nine Hundred and Fifty-three, before me, the subscriber, a Notary Ptlbffe of the State of New York, County of New York, authorized to take acknowledgments and proofs in sai6 County ~nd State, pers~ally l~ppeared John W. Hanlon, known to me to be the Secretary of Tbe American Tobacco Company, one of the companies 1lamed in the within Agreement, who being by me duly sworn on his oath said and made proof to my satisfaction that he is such Secretary, that he well knows the common seal of said C~mpa~y, that ~.be ~e~l ~faxcd to the '~,ithlu Agreeing.cut is such e~3tltg~ott ~e~f ~.9.d was thereto affixed by Paul M. Habn, the President Of said Company, and that said Agreement was by said President signed and delivered as and for the voluntary act and deed of said Company ill the presence of said deponent who tbereupon subscribed his name thereto as attesting witness, and that the within Agreement was signed by all the Directors of said Company. Sworn to and subserlhed beforc hie, a Notary Public in and for the County of New York in Ihe State of New York, in said County and State, Otis 16th day of October, 1953. JOHN "~V, HANLON Notary pu'0lle Sn Rn~ tot lhe I)oun~" Oi New "loxk in the State of New ~2'ork (SEAL) Date of I;xpiration of Comnfission , 19 , STATE OF" N~.%V YORK I CouWry ~ N~V,' Yo~K~ ss. : I3E IT RE~EMI~m{un that on this 16th day of October, it~ tile year One Thousand Nilae Hundred lind Fifty-three, before me, the subscriber, a Notary Public of the State of New York, County of New York, autborized to take acknowledgments and proofs in said County and State, personally r, ppeared George "tL 2~ollvar, known to me to lye the Secretary of American Cigarette and Cigar Company, one of tbe companies named in tbe withiu Agreement~ who being by me duly sworn, on bls oath said and nlade proof in my satisfaction that be is such Secretary, that be well knows tbe conuuotl seal of ~akl Company, tbat tbe seal a~xed to the within Agreement is such common ~ea/ and was ~hereto affixed by Charles Gal~show, a Vice President ~)f ~aid Company, a~.d that said Agreement was hy said Vice Pregldent signed and delivered as attd for the voluntary act ~nd deed of said Compan3 ill tb~ presence of ~aid deponent, who thereupon subscribed h[s tlanae thereto as atlesting witness, and that tile wiflliu Agreement was signed by all the Directors of ~ald C~mp~tty, Sw~rn to ~md subscribed before me, a Notary GEogd~ E, BOLIVAR Public ff~ and for the Couaty of New Yo~k in the State oi New York, in sa~d County and State, this 16tb day of October, 1953. Notary Public itt ~tad [or the COUtRV of New York in Ih~ State ot New York (SEAL) Date of Expiration of Commission , 19 .

CERTIFICATE I, Jo~N W. HA~LO~, Secretary of The American Tobacco ~ompany, a ~orporation organlzed and ~xi~ting under a~d ~ vlrtue o~ the 1~ws oI the Sta~e ~f New Jersey, one o{ the Con~ituen~ Companies described in the foregoing Agreement of ~erger, do hereby ccrti~ in accordance wlth Title 14 o~ the New ~e~sey l{evi~ed Statutes as amended and partlcularly i~. S. 14:12-3 thereof that : I. The foregoiT:g Agreement of Merger of s~id corpor~tlon and American C~gar~te and C{gar Colnpany was entered {nto by the D~:ectors o: ~id The Arr~¢ric~ Tobacco Co:npany~ under the corporate ~eml of said corporation, pursuant to resolut:on~ adopted by the 13oard o{ Directors of said The ~m~ric~n Tobacco Company at a duly convened m~t~ng thereof held on October 16, 1953 at which meetin~ a Special ~leet:ng of the Preferred and Common stockholders of said corporation was ¢~lled, in accordance ~:th the I~y-Laws, to be held on the 2d d~y o~ December, 1953 for the purpose of consider:ng the ~an:~. 2. Sa:d Agreement was duly sub:i:~ted to the Preferred and Colnn:on stockholders o~ said The American Tobacco Company at a special meeting thereo~ called as a[oresaid and duly held at 34 Cour~ Street in the Borough of Flemington, in the County o~ Hunterdon, New ~er~ey, of which l::ceting twenty days' notice of the time, pl~ce and obje¢~ thereof ~s mailed to the las~ known po~t o~ce addres~ oi each o~ ~id stockholders. 3. Sa:d Agreement was consMered by the Preferred a.d Common ~ockholders at said meet{n~ and a vote o~ said s~ochh~Iders was duly taken by ballot for the adoption or rejection o~ said Agreement~ e~ch share of stock entitl~ng the holder thereof ~o one vote, and the ballots o~ the ~tockholders were duly ¢a~t by the stockholders in person or by proxy and stockholders owning rnor~ th~ ~wo-thirds o~ all the e~pi~al stock o~ ~aid The American Tobacco Co:nl~any voted i:l ~avor o£ the adoption of sa~d Agreement. 4. The meeting of the Pre~rred ~nd Comnao~ stochholders of Th~ American Tobacc~ Company and the s~d vote by b~llot upon the adoptlon of ~d Agreement were held and taken separately from the meeHng of the stockholders ~nd vote o{ s~id American Cigarette and Cigar Company. 5. The principal o~c~ o£ The A~nerlcan Tobacco Company in the State o~ New 3ersey is 117 Main Street in th~ ]3orough of Flemington, ~n the County of Hunterdo~, New ~er~ey, and George K~:owE~ Large :s th~ Agent therein, :n charge thereof, and upon whom process ~g~inst ~id corporation m~y be served w{th{n sa:d State. I~ WIT~E~S W~IF~OF, I have hcre1*nto s{~ned ir~y na~l¢ ~s S~cretary ~nd ai~xed i11e sea] o~ s~{d The A~ncrlcan Tobacco Comp~:y th:s 2d day o~ De~ember, 1953. (CORPONAFE SEA].) Io~W. IIANLO~ Secretary

CERTIFICATE I~ (3zo~G~ ~. Bo~uv~, Se¢retary of Amcrlcan Cigarctte and Cigar Company, a corporation organized and existing under and by virtue of [he laws of the State of New Jersey, one of the Constltuent Companie~ described in the foregoing Agreement ol ~rger,'do hereby certify ia accordance with Title 14 of the New Jersey ReUsed St~tates as ameoded and particularl~ R. S, 14:12-3 thereof that: 1. The foregoing Agreement of Nferge~ of said corporation and The Amcrican Tobacco Company was cntcrcd into by the Directors of sMd American C~garette and Cigar Company, under the corporate seal of said corporation, pursuant to resolutions adopted by the Board of Directors of said American Cigarette and Cigar Company at a duly convened meeting thereol held on October 16, 1953 at which meet{rig a Special Meeting of the Preferred and Common stockholders of said corporation was called in accordance with the By-Laws, to be held on the 4ill day of December, 1953 for the purpose o~ eoasiderlng the same. 2. Said AgreemenL was duly submitted tc the Frelerr~d and Common stockholders o[ said America~ Cigarette and Cigar Company at a rpec{al meeting thereof culled as aforesaid and duly held at the office of the ~orporatlon at 117 Muln Strcet in the Borough of Flemington, in thc County of ~4unterdon, New Jersey, of which meeting twenty days' notlce o~ the time, place and object thereof was ma~[ed to the l~t known post-orate address of each ol said stockholders. 3. SMdAgreement was considcrod by the Preferred ~nd Common stockholders at said mccting and a vot~ of s~d stockholders was duly taken by ballot for the adoption or rejection of sMd Agreement, each share o{ stock entitling the holder thereof to one ~ote, and the ballots of the stockholders were duly cast by the stockholder~ Ln person or by proxy and stockholdcrs ov~ling more than two-thlrds of all the c~pital stock of sa~d American Cigarette and Cigar Company voted {n favor of the adoption of said Agreeme~. 4. The meeting of the Preferred and Common stockholders o]~ Am~r{~aa Cigarette and Cigar Company and the said vote by ballot upon the adopt{on of said Agreement were held and taken separately ~rom the meeting of the stockholders and vote of ~aid The American Tobacco Company. 5. The prlncipal office of American Cigarette and Cigar Company in the State of New J~rsey is at 117 Main Street ~n the 3~or~ugh of Ficmington, in the County of I~untcrdon, New ~ersey, and George Knowles Large is the Agen~ therein, in charge thereof, and ~pon whom process against s~id ~rporkti~n may be served within said State. IK WlTN]~S WI~F~OF, I h~ve hereunto nighed my nr~rne as ~ecretary ~nd affixed the sea[ Of saidAmerlcan Cigarette and Cigar Company th~s 4th day of December, 19~3. GEOalaE E. ~oLlv~¢ Secretary (CORPORATIg SEAL)

MERGER of AMEEICAN CT~ARET~AND CIGAR COMFANY ~ereinbelow sometimes referred to as "Cigarette~) inbo TF~ AMERICAN TOBACCO COMPANY (here~nbelow ~ometime~ referred to ~s "Americ&D") TABLE 0F DONTENTS A~reement of Mer6er Agreement-of Merge~ between The Amerlcan'To- bacco Company and Am~rlcan Ciyarette and Cigar Con~any, dated October 16~ 1953, as filed in the Office of the Secretary of State of New Jersey on December 31~ 1955, with copies of Certificates of Payment of Corpora- tion Franchise Tax by The American Tobacco Company and Amg~ican Cigarette and ciya~ Com- pany attached, and as oe~tdfled by the Secre- tary of State of New Jersey on December ~l, 1953 Time Schedules American Time Schedule Cigarette Time Schedule Federal Income Tax Rulin~ and Opinion Letter dated August ~I, 1953 f~om American to Commissioner of In~ernal Revenue requeBtlng ruling as to the effee~ fo~ Federal ~noom~ tax purposes of proposed merger Power of Attorney dated August 2~, 1953 from American authorizing Company 0ounsel to act in connection with requeat for ruling as to tax effect of p~oposed merger Power of Attorney dated AUgUst 2~, 195~ from Cigarette authorizing Co~@any Counse~ to act in connection wi~h request for ruling as to tax ef£eot o~ proposed merger Letter dated September 9, 1953 from U. S. Treasury D~partment~ Office of Con~nisslo~ of Internal Reven~e~ to Company Counsel ~ul- iny on Federal inoome tax s%atus of proposed me~e~ Opinion of Company Counsel to American dated December 24, 1953 as ~o tax-free nature of me~e~ Fa~e 1-16 17-30 31-39 40-~5 ~6~47 ~8-49 5O-52 53 - 1 -

Opinions of Mew Jerse~ Counsel Opinion of Stryker, T~ms & Homer dated Septem- ber 4, 1953 to company Counsel with respect to the power of Cigarette Preferred Stock to vote on the merger Opinion of Stryker~ Tams & Homer dated Septem- ber 4, 1953 to Company Counsel with respect to the power of American Preferred Stock to vote on the merger Opinion of Stryker, Tams & Homer dated Septem- ber ll, 1953 to Company Counsel with respect to drafts of proposes Agreement of Merger~ No- tice of Special Meeting of Stockholders, Proxy Statement and Time Schedule Opinion of Stryker, Tams & Homer dated Septem- ber 23, 1953 to Company Counsel with respect to effect of time of filing of Agreement of Merger on New Jersey franchise taxes; propriety of voting in directorsr meeting on question of merger or signing of Agreement of Merger by American directors holding stock of Cigarette; and with respect to form of proposed amendments to American charter Opinion of Stryker, Tams & Homer dated October 21, 1953approving minutes of Special Meeting of Cigarette Beard held October 16, 1953 and approving manner of execution of Agreement of Merger Mor~an StanleF & Co. Report Re~ort of Morgan Stanley & Co. dated geptember i~, 1953 on proposed merger of American and Cigarette Action taken by Board of Directors of American Call dated October 6, 1953 by the President of Special Meeting of American Board to be held October 16, 1953 Notice dated October 7~ 1953 of Special Meeting of Amerlcan Board to be held October 16~ 1953 to consider and take action on various mattersj including approval and execution of the pro- posed Agreement of Merger and the calling of a Special Meeting of Preferred and Common Stockholders of An~riean to vote thereon Resolutions adopted at Special Meeting of American Board held October 16, ±953 fixing rates of conversion of Cigarette Preferred and Co,men Stocks into A~erics/% Preferred and Common Stocks; approving Agreement of Merger~ ~alling Special Meeting of American Stockholders 54-55 56-59 60-63 64-71 72 73-!$5 1s6 127-129 - 2

to be held December R, 1953; fixing record date for stockholders entitled to notice of and to vote at said meeblng~ providing fo~ Secretary~S certification of adoption by stQekholders of Agreement of Merger~ and authorizing the filing of Agreement of Merger (if approved by stock- holders of both merging co~poratlons) in office of Secretary of State ~f New Jersey at time be be subsequently determined by American Bdard 130~13~ Resolution adopted at Special Meeting of American Board held October 16~ 1953 appointing Inspec-¸ tore¸ of the Vote to act at Special Meeting of Stockholders to be held December P, 1953 134 Resolution adopted at Special Meeting of American Board held October 16, 1953 appointing proxies for Special Meeting of Stockholders to be held December 2, 1953 134-135 Resolutions adopted at Special Meeting of American Board held October 16~ 1953 approving preliminary proxy material filed wlth Securities and Exchange Commission and form of Notice for Special Meeting of Stockholders be be held December 2, 1953 135-136 Resolutions Kdopted at Special Meeting of Aii~rlean Board held October 16, 1953 authorizing listing on New York Stock Exchange and registration under Seouritles Exchange get of 1934 of additional shares of Preferred and common Stock of American to be issued on merger 136-137 Resolution adopted at Special Meeting of Amerloan Board held October 16~ 1953 designating proxies for American be vote at Special Meeting of Stock- holders of Cigarette to be held December 4, 1953 137-138 Resolution adopted at Special Meeting of gmerloKn Beard held October 16, 1953 specifying order of business for Special Meeting of Stockholders to be held December 2, 1953 138-139 Resolutions ~dopted at Speoi~l Meetln~ of American Board held October 16, 1953 Inoreaslng authority of Transfer Agent and Registrar with respect to additional shares of preferred and Common Stock . of American to be issued pursuant to the provl- 139-140 sions Of the Agreement of Me~er Resolutions adopted at Special Meeting of American Board held October 16, 1953 authorizlng qualiflca- tion under Blue Sky Laws and Securities Laws of va~lous states 140 Resolution adopted at Special Meeting of American Board held October 16~ 1953 authorizing execution of instrb~nents, doeulilenbs Or papers ~equlred ~nder Indent~tTes of American 141 -3-

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Resolutions adopted at Regular Meeting of American Board held January 26, 1954 determining falr value of 58~S00 shares of Common Stock and 834 shares of Preferred Stock to be recorded on boo~s of American, and the amounts per ~hare to be eredlted to I'un- issued common stock", ~'~nissued preferred StOCk" and "Excess of net proceeds from capital stocks issued over par value"; Rrovidlng that assets of Cigarette be recorded on Americanls books at the same values at which carried on books of Cigarette; and providing for capitalization ~s "Brands, trade- marks~ patents, good-will, etc," Df excess of fair value of minority interest in Cigarette over portion of net worth of Cigarette represented by minority interest Resolution adopted at Regular Meeting of American Board held February 16, 1954 l~Ith respect to wrlte-off of intangibles acquired from Cigarette on the merger Action taken by Board of Directors of Cuban Tobacco Compan~ Inc. Resolutions adopted at meeting of Board of Direc- tors of Cuban Tobacco Company Inc. held January SO, 1954~ ratifying conversion of ~,823~000 of 3% notes of Cuban Tobacco Company Inc. (received by American from Cigarette as a result of the merger) to open book account indebtedness, ratifying $145,000 loan from American and authorizing borrowings up to $4~000,000 from American 15~-155 156 157-158 Action taken b~' Board of Directors of Cigarette Call dated 0otober 6, 1953 by the President of Special Meeting of Cigarette BOard to be held October 16, 1953 159 Notice dated October 7, 19~3 of Speclal Meeting of Cigarette Board to be held October 16~ 1953 160-163 Resolution adopted at Speolal Meeting of Cigarette Board held October 16~ 1953 amending By-Laws of Cigarett~ wQt~h respect to record date for stock- holdersr meeblngs 164-165 Resolutions adopted at Special Meeting of Cigarette Beard held October 16, 1953 fixing rates of oon- version of Cigarette Preferred and Co~on Stocks into American Preferred and Co~on Stocks; approv- ins Agreement of Merger; calling ~pecla] Meeting of Cigarette Stockholders to be held December 4, 1953; fixing record date for stockholdehs entitled to notice bP and to vote at said meeting; providing ,i for Secretary s certification of adoption by stock- holders of Agreement of ~erger; a~d authorizing the filing of A~reement of M~rger (if approved by stock- holders of both merging corporatloI~s) in Office of Secretary of Static of New Jersey at ~ime to be sub~ sequently determined by Cigarette Board 166~169 ~5 - a

Page Besolutlon adopted at Special Meeting of Ciga~ rette Board held October 16, 1953 appointing Inspectors of the Vote to act at Special Meet- InS of Stockholders to be held December 4, 1953 169-170 Resolution adopted'at Special Meeting of Ciga- rette Board hold October 16, 1953 appointing Proxles for Special Meeting of Stockholders to be held December 4; 1953 170 Eesolution adopted at Special Meeting of Ciga- rette Board held October 16~ 1953 approving form of Notice of Special Meeting of Stock- holders to be held December 4~ 1953 and provid- InS for the mailing therewith of copy of Proxy Statement of American 170 Resolution adopted at Special Meeting of Ciga- rette Board held october 16~ 1953 specifying Order of ~slness for gp~eial Meetlr~ of Sbo0k- holdeD6 te he held December 4, 1953 170-171 Resolutions adopted at Special Meeting of Ciga- rette Board held October 16, 1953 authorizing quKllfi~tion und~ Blu~ Sky ~5 ~d ge~uPi- tle8 L~ws of various states 171-172 Resolution adopted at Speolal M~etlhg of SAga- Torte BO~d held 0ctob~r 16, 1953 subhcrizlng the execution of other documents and pape~8 to evidence vesting in the survlvi~g company of rights, property, etc., of each of the constit- uent compandeB 172 Resol~tlon adopted at adjourned Regular Meeting of Cigarette Board held December 16~ 1953 author- izing filing of Agreement Of Merge~ with Bec~ebaz~ of State of New Jersey on such date as the P~esl- dent or any Vice P~esident of American might de- termine 173 Press Release Press Release dated October 16~ 1953 announol~g that American and Cigarette Boards of Directors had entered into an agreement (subject to approv- al of stockholders) to merge Cigarette into ~me~- Scan and that Special Meetings of Stockholders of American and Cigarette to vote on the merger would he held Dec~mbe~ 2, 1955 and December 4, 195~ respectively Clearance of American Broz$ Material fo~ Special Beetin~ of Stockholders h~Id Dedembor ~ 195~ under dEC g~les and Related dEC Correspondene~ Questionnaire dated September 18, 1953 for of- ricers and directors of American and cigarette in connection with proposed merger 174-176 177-180 -6-