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American Brands, Inc. ~ ¢,~ 2 ~ J ¢ oport 0926714-035 Jergens Lotion Titleist Franklin Life

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245 Park Avenue New York, New York 10167 March 15, 1983 DEAR STOCKHOLDER ~ The 1983 Annual Meeting of storkholders ~fill be held on ~Vednesday, May 4, 1983 at 10:00 a.m. in the Grand BaIlrcom of The Waldorf-Astoria, Park Avenue. at gOth Street, New York City. You are tug,ted to attend the meeting to consider personally the business desezlbed in the follo~ing notice of meet ing and proxy statement. At the meeting there wdl be a report to the stockholders on the progress of the Company during the past year, A discussion period will also take g place during which stockholders will have an opportunity to discuss matters of interest concerning the Company. A feature of these Annual Meetings has been the attendance in person of many stackholders, some with large holdings and some with small holdings. This has been most welcome. It is important to ensttre that your shares be represented at the lueeting whether or not you plan personally to attend. We urge yon promptly to complete, date and rettuna your proxy in the enclosed postpaid return envelope provSded for that purpose. Sincerely yours, ED~'¢ AI~O W. gVH~Tr EM O~,E Chairman o~ the Board and Chief Executive O~cer

245 Park Avenue New York, New York 10167 NOTICE OF MEETING March 15, 1983 The Annual Meeting of stocldmldars o£ American Brands, Inc. will be held in the Grand Ballroom of The Waldorf-Astoria, park Avenue at 50th Street, New York City, at 10 o'clock in the forenoo~ (Eastern Daylight Thne) on Wednesday, May 4, 1983, for tim following purposes: A. To elect directors. B. To consider and vote on: (1) Aproposal (designated Proposal 1 and set forth in the fcllowing proxy statement), approved by the Board of D~rectors, to elect Coopers & Lybrand independent auditors for the Company for the year I98S; (2) A proposal (designated ProposaI ~ and set forth in the following proxy statement) relating to cumulative voting, expected to be made by four stockholders; and (3) A pmtmsal (designated Proposal 8 and set forth in the following proxy statement) relating to the establishment of a nominating committee of the Board of Directors, expected to be made by four stoekholders. C. To transact such other business as may properly come before the meeting. Tile stock transfer books will not be ekssed, but holders of Common Stock, $1.70 Convertible Preferred Stock, $2.75 preferred Stock and $2.67 Convertible Preferred Stock, to be entitled to vote, must be holders of record at the close of business on March 7, 1983. Louis F. FERNOUS~ ~rl,, Secretarg

PROXY STATEMENT The Company's principal executive offices are located at 245 Park Avenue, New York, N.Y. 10167. This proxy statement and aceompanylng proxy are first being sent or given to stockholders on or about .March I5, 1983. The accompanying proxy is solicited by the Board of Directors. It may be revoked by written notice given to the secretar/of the meeting at any time before being voted. Proxies in this form, propeAy executed, duly returned to the Company and not revoked, will be voted for the election of directors (except to the extent that authority therefor is withheld) and on the numbered Proposals described in thls proxy statement (provided that, as to Proposals 2 and 3, they are presented to the meeting) in accordance with the tostruetion~ in the proxy. The Board of Directors is not aware at the date hereof of any matter proposed to be presented at this meeting other than the election of disecLnrs and Proposals I, 2 mad 3. If any other matter is properly presented, the persons named in the enclosed form of proxy will have discretionary authority to vote thereon according to their best iudgment. Presence at the meeting does riot of itself revoke the proxy. The only sect~ities of the Company entided to be voted are shares of Common Stock, $L70 Convertible Preferred Stock, $2.75 Preferred Stock and $2.67 Convertible Preferred S~ek and onIy holders of record at the cIose of business on March 7, 1983 o2e entitled to vote. Holders of Common Stock are entitled to one vote per share, holders of $1.70 Convertible Preferred Stock are entitled to one-fifth of a vote per share, holders of $9.75 Preferred Stock are entitled to one-quarter of a vote per share and holders of 42.67 Convertible Preferred Stock are entitled to three-tenths of a vote per share. There were 5,5,204,363 shares of Common Stock, 07,346 shares of $1.70 Convertible Preferred Stock, 5,08fi,5"28 shares of $2.75 Preferred Stock and 2,(340,661 shares of $2¸67 Cenvert~bhi Preferred Stock outstanding at March 7, 1983. ELECTION OF DIRECTORS The Board of Directors consists of eighteen members who are elected to hold o~fee until the ne~ Annual Meeting or until their successors are duly elected and quali~ed. If no eontxary indication is made, proxies in the aeeompanylng form are to be voted for the nominees named below or, in the event any such nominee is not a candidate or is unable to serve as a director at the ¢hne of the election (which is not now expected), for any nominee who shall be designated by the Board of Direetois to fin such vacancy. All nominees named hehiw are members of the present Board. There are set forth below opposite the name of each nominee his present positions and o~ees withtlhe Company and his prlneipal occupations during the past five years, his ago and the year when he was first efee~d a director of the Company. There are also set forth below opposite the name of each nominee under theheading "Shares of Common Stock beneSeialIy owned", the shares of Common Stock of the Company beneficially owned by the nominee on Fehrnary 1, 1~3, including shares of Common Stock (if any) of which the nominee had the right on such date to acquire beneficial ownership pursllant to the exercise on or before April 2, 1983 of options granted by the Company, plus the number (if any) of shares of such Common Stock held on December 31, 1982 by the Trustee of the ProfibShasing Plans of the Company and a subsidiary attributable to proof sharing and to voluntary deposits made through payroli deductions that is equivalent as of that date te his undivided proportionate beneficial interest in all such shares. In no instance does the security ownership of any of the nominees listed below equal or exceed one percent of the outstanding shares of Common Stock of the Company. The information as to security holdings is based on thformatiou received by the Company from the nominees, from the Divisional Benefits Plan Committee and from the Trustee. Nam~ William J. A]Iey° Eugene R. Anderson Shares of Year Commtm Stock Present positions and omens with the Company first beneficially and prine/pal occupations elected o~¢aed duffng the past live years Age director in) lh) (¢1 ( dl President and Chief Executive Officer of The Franklin Life Insurance Company Partner~ Anderson Russell Kill & Oliek, P.C. (law frm) 83 1979 6,Sfi2(e) 55 I980 2,000

Nmo ltober~ L. Austin Catherine M. Bedell John H. Behr Stuart G. Cameron John P. Clark Thomas C. Hays AmoId Henson° Edward J. Jemaings, Jr. ~es¢~ positions and o~ees with the Company and principal occupations during the least ~iv¢ years Vice President--SuhsldLary Administration of American Brands, Inc. since 1981 and President and Chie£ Executive Ofllcer o[ Acushnet Company (goff products) from 1978 to 198h President and Chief Oper- a~ing Offcer of Acushnet Company prior thereto Special Consultant to the White House since 1981; Commissioner of the Hinted States International Trade Commission (serving as Chairman in I980) ~sior thereto Retired; formerly, Chairman of the Board and Chief Executive Offeer of Swingline Inc. (fastening products) Chairman of GaBaher Limited (tobacco productsts) since 1980; Deputy Chaimlan o1 Gallaher Lirrfited {tom 1978 to 1980; Managing Director, Tvbacco, of Galhher Limffod prior thereto Vice P~esideut~uhsidinry AdminisrzatLqn of Amer/ean Brands, Inc. since 1979; President and Chief Executive Offcer o~ Wilson Jones Company (office prod- ucts) prior thereto Executive Vine President of The American Tobacco Compann¥ division since 1981; Vice Fresident--M~ketLng of The Amer- ican Tobacco Company division from 1980 to 1981: Pre~ideut and Chief ExeCu- tive Officer of The Andrew Jergens Com- pany (personal care products) from I979 to 1989; Executive ¥ic~ President of The Andrew Jergens Company from 1979 to 1979; Vice President- Marketing of The Andrew Jergens Company prior thereto Senior Vice President aud C.eneraI Counsel of American Brands, Ino. since 1981; paxtnor, Glmdhoume, Parke, Whiteside & Wolff (Iaw fi~n), prior thereto Shams o~ Year Gomm~a St~k first fir~eflcialb' elected owned Age directar la) ibl (~t (d) 54 1981 7,675 68 1983 i00 71 1975 12,000 59 1980 4,800 47 1978 6~20 47 1981 l~4OO 51 1081 13,160 58 I977 18,631 President and Chief Executive Of~cer of Sunshine Biscuits, Inc. (food products) S

Nam~ Virginius B. Lougeo, III* Julian J. MeShane, Jr. Char]es A. Mehos° Bober~ L. Planeher* William Swo~ R~sellP. Tmi~ Edward W. Whittemore* George It. Woedard* Shares of Year Common Stock ~Pt csent posi~ons and o~ccs ".vlt h the Company first "oe~eficially ~nd prlnelpal ~oupatlon~ ~ect~ owned during the past five year~ A~ director ~) president m~d Chief Operating Of~cer of 56 1977 33,772 American Brands, Inc. and p~sidcnt and C~ef Executive Officer of ~ie American Tobacco Company division since 1981; Executive Vice Preside~--Tobacco of American Brands, Inc. from 1980 to 1~1 end Fres~de~t ax~ Ghlef Oper~ing O~ ~r o~ The American Tobacco Company division ~om 1978 to 1981; Exe~tivo Vice President of TI~ American Tobacco Company division prior thereto Chairman of the Board and Chief Execu- 63 1981 9,455 tlve effect of James 13. Beam Distiffng Go. (disglled beverages) since 1983; President and Chief Executive Ottlcer of James B. Beam Distilling Co. from 1978 to 1982; President and Acting Chief Ex- ecutive Officer of James B. Beam Dis- ~dlllng Co. prior thereto EKeeutive Vice President and Chief Finan- 82 1967 31,987 einl Offerer of American Brmlds, Inc. Since 1979; Vice President- Finance of American Brands, Inc. prior thereto Vice President and Controller of Amerhian 51 1981 9,413 Brands, I~c. since 1981; Cootrtdler ot Amedcan Brands, Inc. from 1978 to 1981; Tax Director of American Brands, lne. psior thereto Managing Director, W m Sword & Co. $8 197{} 200 Incorporated (investment banldng) Vice President--Tobacco of American 52 1974 19,950 Brmlds, Inc. since 1981 and V'xecutive Vice President of Tho Arnericgn Tobac- co Company division Chairman of the Board and Chief Exeeu- 60 1977 50,738 tire Officer of American Brands, Inc ~inee 1981; Executive Vice President- Operations of American Brands, Inc. Srom 1979 to 1981; Vice pres~dent-- Subsldlarv Administration of Ameliean Brands, Inc. from 1978 to 1979; Presl- deut and Chief Executive Offcer of Swin~ine Inc. prior thereto Mgnagement Consultaot 77 19fl4 g,100 * Member Of Executive Committee of the Company's Board of Directors. (it) 1,013 shares at~ributable to voluntary deposits under the Pro£t-Sharing Plan of the Company are included in the number shown above for Russe]l P. Truitt. The nmnbers of shsres attrihittable to ~roflt sharing under a

the P~o~t-Shathlg PI~ns of the Conspan~" ~ed a subsidiary included in the nnmbers shown ~bo~-e are as ~ollows; Robert L..&ustin, 275; John P. Cl~rk, 420; Thomas C. Hays, 300; Arnold Henson, 558; Vuglnius B. Lougee, lII, 4,372; Julian J. MeShane, Jr., 5,532; Charles A. Mehog 6,987; Robeet L Plancher, 3,4L3; Bussell P, TI uitt, ~,fi37; and Edward %V. Whittemore, 738. (h) The nm~ther of shares OF which the nomillees had the right to acquire benefieiel ownership pursuant to tile exercise on or before April ~, 1953 of opBous granted by the Company included i11 the numbers shown above are as follows: Wilham J. Alley, fi,~)0; liohert L. Austin, 4,400; Stuart G. Cameron, 4,400; Jchn P. Clark, 4,400; Thtlmas C. Hays, 4,d00; Arnold Henson, 7,100; Edward ~. ]ent~ings, Jr., 2,500; Virginius B. Lougee, fII, 16,300; ]ulian J. MeSbane, Jr., 1,700; Charles A. Mchos, 9~600; IRobe~t L. P]anchel% 5,000; ]Russell F. "lhxiitt, 4,400; and Edward W. Whitinmore, 35,500. Inelosion of such shares does not ¢onstltute an admission by ~ay nominee that he is the beneSeial owner o~ suck sh~lres. (e) The numbea~ shown above do not include 300 shares held by the husband o~ Mrs, Bedeli through Bedell Associates. 2 shaws bold by Sir. Clark as guardian for a m/nor child, 800 shores held by the wife of Mr. Mchos as custodiar~ for two children, ~ slieaPs held dlreetly by two chiIdien of Mr. Mehos, and l,fi~3 shares owned by the wife of Mr. Woodard, In each case the nominee disclaims that he is the beneilcial owner OF such shares. {d) To the best of the Company's knowledge, each nominee has sole voting and investment power with respect to shares shown after his name above, except as follows: Mr. Hays shares voting power and investment power as a co-trustee OF various family trusts as to 3,200 sh~res; and, although the Trustee el the Profit- Sharing Plans of the Company" and a subsidiary, has agreed to vote the shares it holds in the T*"ast in accordance with instllletions received lix)m members of the plans, shares as to which instructions are not received may be voted by the Trustee as it deems proper. (e) On February 1, 1983 Mr. Alley owned individually and as custodian for his children 642 shares of $2.75 ~Preferrod Stock (representing less than one percent el such s]mres outstanding), Mr. Alley ba~ sole voting and investment pox~r with respoot to such shares. In addlton, 151,48 shares of Common Stock are held for Mr. Alley's accomat under the Dividend Bein~estment Service OF Citihenk, N.A. fsr holders of Common Stock of the Company, as set forth ha the most ~eeent statement of such ~ervice received by him. Fourteen meetings of the Company's Board OF Directors were held during the Company's last fiscal year. With the exception ~ Messi~. Alley. Cameron and Woodard, each presexrt ~ise~or ~ the ~oa~pagu att~lded at least 7~% of the aggregate OF (l} all meetings of the Board of Directors and (li) all meetings of committees o£ the Board of Directors of which he was a member, during the periods that he sezved during the Company's lost fiscal yea~ 1%1~ Cameron resides h~ the United Kingdom. Messrs. Alley and Woodard do not reside in the New York City area, but they attended nearly all applicable mcetngs except for meetings of the Executive Committee which are often held on sho~t notice and the ~ubstanc¢ of which is discussed in advance with those unable to atteDd. The Board of Directors h~ an Audit Committee, a Salary Committee and a Stock Option Committee. The Audit Committee is comprised of Messrs, Ande~son, Bchr, Sword and "vVoodard. ~ta functiorts inc,l~de recom- mending annually to the board of DirectOrs a firm of independent auditor~ to audft and review the Company's books and records and the scope OF such grin's audit, reviewing reports and reeomrnendatlons of the Compan~s indepentlent auditOrs, reviewing the so0pe of all internal ~udits and report~ and reoon~mendatinns in connection therewith and reviewing nonaudit services provided by the Company's principal independent auditors. It held twe~e meetings during the Company's last ~.scal year. The S~lar/ Commltine is comprised of ~fes~ts. Lougee. Mehos, Plancker, Trultt and Whittemore. Its ~unctions include the establJthme~t of salary administration guide- lines for the Company and its domestic subsidiaries, applioable to all employees other than el~cers OF the Company whos~ salaries are required by the By-Laws of the Compa~ay to be fixed by the Board o~ Direeto~, ~nd, in accord- anee with such guidelines, the approval o~ all salaries above a specified amount, It held twelve meetings during the Company's last g~eaI year. The S~ock Option Committee is comprised of Messrs. Anderson, Bshr and Woodard. It administers the Company's Stock Option Plaal, and i~ functions include the deslgnalion OF key employees (a~ defined in such ~P]an) to whom stock options and stock appreciation right~ may be granted, and. within limits ~et ~rth in such Plan, the number of shares that may be optioned to any such key employee. It held one meeting during the Campany's last fiscal year. In addition, ArtioI~ XII of the By-Laws proeldes for ~ 4

Incentive Compensation Committee, presently eomptised of Messrs. Henson, Lougee, Mehos and Whil~emorc, the foact/ons of which include the designation of those persons, in adgitinla to the Chairman of the Board, who shall be entitled to part/e/pate in inceuiive compensation under ArLiole XII and the allotment among such per- so~s of the amount made available for allotment, The Incentive Compensation Committee held three meetings during the Company's last ~seai year. There is no nominating committee, flint function being performed by the Board of Directors as a whole. Mr. Alley is also a director of Central Illinois Public Service Company and Firstbank of Ig~nois Co.; Mr. Anderson is a d/rector of HeywoodiWakelleld Co.; and Mr. Sword is a director of Mathematiea, Iae., Kepner-Tregoe, Inc., Roadway Express, Ine., and The Space Transportation Co. Inc. Messrs. Austin, Chir~ Lougee, Mehos, Planoher and Whlttemore are directors of Amer/can Tobacco Intematfeual Corporation. a wholly-owned subsidiary of the C~mp~ay with see~ities registered pucs.l~at to Settler, Ig of the Se~usitfes Exchange Act of I034. Wm Sword & Co,, of which Mr. Sword is the Mar~aging Director, is to be paid $40,7gL50 for investment baulking services performed in 1982 for the Company in connection with ~ possthl¢ acquisition. For information with respect to the beneficial ownership of secLuftiCS Of the Company by direetors and officers as a group, see "Certain Information Regarding Seeasity Holdings." REMUNERATION AND OTHER TRANSACTIONS Thea'e is set forth in the following tabulation all remuneration of di* £ollowing persons for servlees in all capacities to the Company and its subsidiaries while directors or officers of the Company during its ~ast ~scal year: each of the ~ve most highly compensated executive officers or directors of the Company as to whom the tc~al cash and cash-equivalent forms of remuneration exceeded $50,000; and all officers and directors of the Company as a ~up. All cash reraut~eratinn pald to these individuals th the form of salasies~ fees and incentive compensation is stated in Column (1). The value of certain insuxance benefits and personal behests received by these individuals is stated in Column (2) and the 1982 profit shares of these individuals payable to the Trustee under the Profit-Sharing Plans of the Company and a subsidiary are stated in Column (g). The contingent portion of these indivldua~g incentive compe~sat/on for the Conallany's last fiscal year is stated in Column (4), Cash and eash-ee/u~vale~t leorras o~ remll~er~olt fd) (1) ~2/ (3) ~,gg~gat~ ~ $~larles~ fa~es Insurance Defe:aed cont~agen~ and incentive forms ' benefits #nd ~rofit share Nm~ ~f ~tdivklllsi or C~pacRies ~a velrddl COml~ensa~on porson~l payable to rc~lmcra~un mmaber of t~rsmas ha ~mu~ reama~ratioa w~s r ¢~eived ~akl bendlts Trastee (a) (b) (c) gtaartG. Cameron~ Chaltmau of Galtaher Limised $ 288,580 ~ 5,327 $ -- $ -- Arnold Henson Senior Vi~ President and General 237,~00 1,371 27,079 125,~00 Virginiu~ B. Lougee, III* Charles A. Mehos° Edward W. Whtit~more • 19 d/rectors and officers as a group • Also officer of al~alhated company or companies. Counsel of American Brands, ~ne. President and Chief Operating 397,500 2,773 37,830 187,500 O~eer of Araesiean Brands, Iac. a~d President and Chief Executive O~e~r of The Amer- ican Tobae~ Company division Executive Vice President and $87,500 3,690 33,052 162,500 Chief Finaneiai OHieer of Amerfean Brands, Inc Chairma~ of the Board and Chie~ 568,589 6,828 45,475 368,589 Executive Officer of American Brands, Inc. $3,466,426 $25,673 $28S,177 $I,188,089

(a) Amounts showz1 in Column (3) are the dollar values as of December 3J, I982 of the Pmfl~Sbaxin$ Plat; =unlts~ constituting th~ profit shares for 1952 of the p~riicipant~ name& As of December 21, 1982, l=~n bsL~nces (other than kela~mes attributchle to voluntary deposits made through payroI! deducLion~) represer~ted by the ~lni~~ stan~ng to the c~edit of such hauled p~r~c~pant~, ine|udLng the market value olx that ~lato oE the zmmbers of shares of Common Stock of the Company held by the Trustee of the Yroflt-Sbar~g Plan o~ the Company equivaleat ou that date to th~is u~d~videcl p~opo~onate inLeres~ in the intml uumber oE such shares then heId by the Trustee attributable to pro~t sharing for all prior yesrs, hut e~elndf~g their profit-shams ~or 198~ (peyabIe to the Tru~ee ~ 1983), were ~ f~Uow~ ~ir~uiuz t~. Lou~ee, [II, ~53,13~; Charles A. MChos, $661,~80; and Edward W. Whi~emor~, 499,638; and d~rec~a~ and ofl~cer~ as ~ group, $9,~02~7L (b) Amounts show~ r~present ~he one-h~lf o£ tocentlve corupe~ation for 1982 under Asttele XII of the By-Laws as ~m~ended in 1970 that is eonttogently p~yabIe to participants on DecvraBe~ 1~, 1983. F~orn 195V throu~ 1969, Article XH provided that a po~t~on of ince~t~e compensation for each year of pa~tlelp~on is contin~ently p~yab|~ to each p~ticipa~t in t~xee etJu~d annual inst~l[ments fallowing t~rmtoation o~ empIoymefit by the Company. The respectlve annual installments in respect of such de,fred contin~ut portlons ~crnnd fo~ sll suck years of p~cfF~a~i~n peio~ to 1970 ~ ~s foflo-~v~: Cl~les A. MeShes, $6,90~; and ~irectors ~md o~cers as a group, 46,908. (e) Each direct or who is an oEicer or emp~oyc~ o~ the Company or one oJ its subsidiaries, including the ~lirectors named above, is a partlc~ant in the retlremen~ pIan of the eompany of which he is an o~eer or ~mployee. OJ~eers o~ the Company who are no~ directors o~ the Company are p~r~cipants ~n the ConupanF's ret~reme~ p]an. Because ~ach such p]au is a deEnod benefit plan in respect of which contributions ar~ actoar/a~ (~etermlno~ in the ~regato for ~11 plan ~ar~clpan~, and canno~ be readily ~alcu~ted for any in~ivldual pa~-ici~arit, amounts r~presen~in~ p~yrnc~nts oF accruals ~or the a~coun~ of omce~ and dis~ctors of the Corr~any z~n~e~ mxch retixeme~t plai~ are no~ inclu~e~. In general, th~ cove~e~ cor~pmo~at~ox~ ~C¢ most erap]~yees ~mder the ref3xemen~ plan~ of the Company and its ~ubsldiaties is substantla~y a]l comp~sation ~upor ta'olo to the Internal Bevenue Service for income tax purposes. Gal]aher ~hix/t~cl has entered into an agreement with M~. Cameron ~al~ch provides, among other things, for Mr. Cameron's employment by Gallaher a~ an annual ~alary of ~0fi01 (approximately 4105,949 based on the average e~cchange rate for 198~) and ~or Gal]a?aer to reimbtu~e him ~or ~dl reasonal0]e ompe~ses hicurred by him in the performs~co o~ hi~ duties under the a~reem~nt. The agreemeat L~ terminable by etiher parP/upon two yeaxs' notice andby GaJlahe~ upon shorter netlc~ in certain ~rcumstanees. The Company has entered into ag'reemenL~ with Messrs. l~7hi~omore. Lou~ee, Mchos and ~lenson to prey/de certain severance behests ~or them in the evez~t of their term/nation of eruployment foIIowtog a change in control o~ the Company (de~ned as the acqultition by any person, corparation or group of stock of the Company having mome tha~ 20% of the voting power of ou~standin8 s]mre~). Each agreemen~ provides thai i~ subsequent to a chamge in control, the Compmuy termtoat~ th~ employment of the oflleer other than for disability or eause, o~ ff the o~¢er elects to terndnate his employ~x~ent for good reasons, as prov/~ed hi the agreement, the o~oer will then receive three year~ of bsse salary, three ~mo~ the amounts ~or o~e y~ar of his AS~ieI~ 261I aw~xd and Pmflt-SharLng !°lan aIIocation, three additional y~ar~ of service and earaings ore~d~ under the Company's retirement pla~s ~d axramgemenf~ and three additional years of coverage under th~ Company's life, ]~ealth, accident, disability and other employee plsas. Each dise~or who is not an o~eer or employee o~ the Company or one o~ Its subsh]iaries receives an annual ~ee of $~8,000 for services aa a director. The chahim~n of the Audit Committee and the chairman of the Caplhil Apprupi~ation~ Committee receive an additional annual fee o~ 47,500 e=ch for service~ as chafiunen, and the chairman of the Stock Option Committee ~eceives an annual fee of ~,800 ~or services as ehairm=~n. Mr. Woodard is to xecefve in 1983 ann~aI co~pensatlon of 430,000 for h~s service on the Boards of Directors of su~sidiaties of the Co~npa~ly. ~r. Behr is ~o receive in 1983 a~rma] compe~sat/on of 43.~000 for his ~erv/e~ orl the Board of Direehirs of a ~ubs/diary o~ the Coml~any. The l~elireme~t Plan for ~Employee~ ~ud Former Employees of American Brands, Inc. (the "Retirement t~lsn") provides fo~ ~orm~l au~ early ~etlremex~t behests for emp[nyees o~ the Company (oth~r tb~ em~Ioyee~