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of the GoIden Belt Manufacturing Company division) who meet certain age and service requirements, and also provides for disabiIity, severance and spouses' benefits in accordance with its terms. Tl~e normaI retirement benefit ~t age 65 is based on an employee's average actual earnings (as defined) during ~e 5ve highest paid consecutive calendar years of his employment. The amount of herbert is eqllal to the sum of 1 ~% of such average actual earnings multiplied by the number of years of service, plus ~ of 1% of such average actual earnings in excess of $4,800 muir/plied by the number of years of set'dee before 1900, pins ¼ of 1% of such average actual ean~ings not in excess of $4,800 multiplied by the number of years of service before ]960¸ There is no credit for service in excess of 35 years. Average actual earnings as de~ned by the Retirement Plan do not include incentive compensation paid under Article Xlr of the Company's By-Laws. Cer[aln directors and officers of the Company my be entitled to benefits under the retirement plans of the Company's subsidiaries attributable to their service with such subsid/arles, which behests are also based upon year~ of service and covered compen~atlen with such subsidiaries. Except a~ provided in the Supplemental Plan dlseussed below, the annual bcne~t payable under the retirement plans of the Company and its domestic subsidiaries may not exceed the lesser of $75,005 or the employee's average total compensation paid during the three highest paid consecutive calendar years of hls employment. A supplemental retirement pIan (the ~SuppIemental Pl~al") provides supplemental benefits to the ~oup of key employees who are a]lotted incentive compensation under Artlcle X~I, in an amount equal to the difference between the behests payable under the Retirement Plan and the amount that would be payable under file ]Retirement Plan if (i) Article X~I incentive compensation pa~d to the employee pr~or to termination of employ- ment and to the employee's normal retirement date were included in the d~finit~on of a~erage actua] earnings mad (ii) the maxlmttm limlt on annual hene~ts were raised to the lesse~ of $225,000 or the erap]oyee's average total compensation paid during the three highest paid consecutive calendar years of his employment. In eaIcu]afing supplemental benefits, no credit is Wen inz service in excess of 55 years. Berlefit payments under the Supplemental Plan are made concurrently with benefit payments under the Retirement Plan. The /oIinwlng tabulation sets forth file highest estimated annual retirement benefits payable to persons in the speci~ed remttnem'tion and years of service cla~sifleallons upon remitment at normal retirement date under the retirement plans of the Compmly and its domestic subs~d/aries (other than The Franklin Life Insuranc~ Company), o~cers of wbAch were directors of the Company during its last fiscal year, assuming election of an annuity for the life of the employee only: ~ghe st Consecu~ve ~e e~ Aver~ Covete~ Com])ens~oD Estimated Annual Retlrement Benefits for Repres~ntat lye years of Ct edlted Sexviee IO 20 30 35 $ 50,000 ............... $ 10,061 $ 17,5~0 $ 22~581 $ 26,057 75,000 ............. 15,686 26,250 34,436 59,274 lO0,O00 .... 21,311 35,000 46,311 531400 150,000 32,561 52,500 70,700 78,837 200,000 ................. 43,811 70,000 85,352 105,212 250,000 ................ 55,061 75,000 106,707 131,587 500,060 ....... 66,311 75,000 128,082 157,962 400,000 ........... 75,000 l(]O,O00 170,802 210,712 500,000 ............. 75,~00 125,000 213,582 225,0@0 600,000 ............. 75,000 150,000 225,000 205,000 700,000 .... 57,500 175,000 225,000 225,000 SOO,O00 ................ 100,000 200,0(]@ ~o25,000 225,000 900,000 ................ I1~500 225,000 225,000 225,0t]0 1,000,000 ....... I25,0~} 225,000 225,000 225,000 1,100,C@0 ............. 137,500 225,000 2'9~,000 225,000 While only those employees entitled to 'oenefits under file Supplemental Plan are entitled to receive annual retirement benefits in excess of $75,000, there was no employee not receiving incentlvc compensation in 198"2

whose annual rettieinent benefits ~ould have been r*'dueed by the $75,000 linlffatain, Normal retirement benefits under the Galiaber Limited Pension Plan (which arc based on final salary) exceed the benefits reflected above in all years di service classi£cadous. Normal retilement benefits under The Franklin Life Employees' Eetirement Plan exceed the bencllts reflected above in most years of sen'ice classi~eations, except that The Franklin Life Employees' Retirement Plan also has a maximum benefit of $75,000. In addition, The Franklin Life Insurance Company has a supplemental retirement plan sirmlar to tile C~mpany's Supplemental Plan described above, with a m&x/nmm limit on annual benefits of $gl25,000 (including amounts received under The Franklin Life Employees' Bet/rement Plan). The retirement plans of certain subsidiaries of the Company provide that benefits are offset by a portion of Sooinl Seourity benc£ts and the estimated annual retirement benefits set forth abeve do not include this offset. The years of service for \fessrs. Lougee, Mehas and Whittemore are 32, 32 and 36, respectively, and the years of service for Mr. Cameron (who is covered by the Gallaher Limited Pension Plan) are 18. Mr. Henson's benefit is computed under an arrangement that gives him years of service as if employed tinee August 1, 1961. The 1982 remuneration of Messrs. Cameron, Henson, Lougee, Mehos and Whittemore covered by the retirement plans was $105,940l, $194,500, $465,000, $400,0~ and $884,620, respectively. The Proflt-fihar/ng plm~ of Amaeaiean Brands~ /ale. covers employees of the Company (other than employees of the Golden Belt Manufaelmrir~gl Company division) who complete a year of sexviee. The Company annually contributes to the Frollt-ghazing Plan Trust a stun equal to the following percentages of consolidated Net Income Before Taxes (defined pursuant to the Plan as, mainly, net income before taxes from domestic tobacco operations ) : 3~% of the first $100,000,000, plus 5% of the next $50,000,000, plus fi% of any excess. No contribution will be made, however, for any year (a) for which Net Income Before Ta.xes does not equal or exceed 12% of net worth, (b) in which a cash dividend is net paid on the Common fitoek of the Company or (e) in exeess of the amount dadurffble for that year by the Company for federal ineome tax purposes, Subject to certain Iinatiat/nns, the contribution of the Company is reduced by the amount of forfeitures from members' accounts. Employer contributions are apportioned to Plan members on the basis of each member's Adiusted Earnings for the year in relation to Adjusted Earnings of all members. "Adjusted Earnings" for any year means earnings for that year plus 50% of such earnings in excess of the Social Security wage base. A member's balances in the Pro£t-Shaiing Plan Trust arising from employer contribntYon~ become distributable upon termination of employment. In eases of termination by retirement, death, disabgity or term/nation without fault (or upon partial or complete termination of the Plan) the full amount is distributable. In the ease of any other termination a percentage varying with the member's length of service and reaeb/ng 100% upon eompletion of twelve years' service is diataibutabIe. Distribution is made by such method of setffement--a single distribution in cash or partly in cash and partly in Common Stock of the Company, or periodic cash installments -- as the Divisional Benefits Plan Committee determines. Certain directors and o~ficers of the Company who are also emplnyees of subsidiaries of the Company *nay be entitled to participate in the profit-sharing plans of the subsidiaries under which contributions are also based on pre-tax income of the subsidiary, are apportioned among plma members on the basis of their relative annual earnings and are dista6bntable upon termination of employment Article XII of the B~Laws of tire Company provides for payment of incentive compensation to members of the Management Group (consisting of hey employees, defined pursuant to Article XII). An amotmt equal to -Ta of 1% of Net Income Before Taxes (as dallaed in Article XII) is made available for allotment annually if net income before taxes equals or exceeds 12% of net worth and a cash dividend has been paid on the "Common Stock of the Company. Of the amount available for incentive compensation, 18% is allotted to the Chairman of the Board and the remainder is available to the Management Group on the following basis: fi4% of the total amount available is a]lotted by Article XII to the members of the Management Group in proportion to their fixed salaries, and the balance Js aPottable to them by the Incentive Compensation Committee, ~ntlroly at its discretion as to amounts and individuals. Payments are made by distributing 50C2b of the amount payable in eath as soon as practicable and 50% /n ea~h on the December 15 next following the close of the year for which the allotment

was made. The deferred portion of the Article XII payment is contingent upon the employee not engaging in competitive employment prior to receipt of payment thereof. Certain directors and otheers of the Company who are also employees of subsidinr/es of the Company may be entitled to participate in the incentive compensation plans of the subxidlaries, under whinh a percentage of pre-tax income of the subsidiary is allocated annually among key employees of the su~idiary. On Oetober 27, 1981, tho Board of Directors adopted the Stock Option Plan which, as amended, was approved by the stockholders at the I952 A~nuaI Meeting. The $teck Option Plan authorizes the grant to key employees of the Company and its subsidiaries, seleetad by a Stock Op~on Committee of directors who are not employees, of options intended to qualify as "incentive stock optinaas" under the Internal Bevenue Code and options which are not intended to so qualify. Under the Stock Option Plan, there may be granted incentive stock options to purchase a maximum of 1,206,000 shares of Common Stock of the Company, and nonquaIthed options to purchase, or stock appreciation rights (as deserthed below) to receive, a maximum of 200,000 shares of Common Stock of the ComiJan)~ Not more than 180,000 shares can be optionad as nonquali~ed stock opt/ons under the Stock Option Plan to any ene person. Under the Stock Option Plan (i) the option price per share may not be less than the inis market value at the time of grant, (ii) options gonerally may not be exercisad prior to one year nor more than ten years Dora the date of grant and (hi) no option or stock appreciation right may be ~auted after October 26, 1986. The $toch Option Plan eontains additional restrictive provisions for incentive stock options so that (i) an incentive stock option may not be exercised while there is ou~standlng an earlier granted incentive stock option and (ii) the aggregate fair market value Cdeterminnd at the date of grant) of the shares for which a key employee may be granted incentive stock options in any calendar year eaanot exceed $106,000 plus any ~unused limit carryover" (as defined in the Stock Option Plan). The Stock Option Plan permits the grant of stock appreci~on rights in conjunction with the grant of a nonqualified stock option, either at the time of the option grant or thereafter during its term and in respect of all or part of such nonqualifled stock op~on. Stock appreciation rights permit an optionee, upon exercise of such rights and surrender of the related option or part theceof, to receive a payment equal to the excess of the ~alr market valuo (on the date of exercise) of the shares covered by such option or part thereof so surrendered over the option price of such shares. Such payment may be made in Common Stock of the Company (valued on the basis of the fair market value of such Common Stock on the date of exercise), in cash, or partly in cash arzd partly in Common Stock of the Company, as the Stock Option Committee may determine. N~ stock oppreciation right is exercisable prior to six months from the date of its grant, Eaab option also bears a limited righi which may be exercised within 30 days after an aequisi~io~ by some- one other than the Company of stock of the Company having more than 20% of the voting power of the Company's outstanthng shere~, The limited right entitles the optioneo to receive cash equal to the difference between the option exe, rdse price per share and the greater of (i) the ~air marlcet value of a share of Coron~on Stock at the date of exercise of the limited tight and (li) the purchase ptiee per share in the acquisition, multi- plied by the numhe~ o~ shares sul~eet to the optima. The option will be e~neelled to the extent of the exercise of the limited right. The following tabulation shows as to the directors and othcers of the Company named in the table on page 5 and as to all directors and othcers o~ the Company as a group (i) the number of shares subject to options granted during the period January i, I982 through December 31, 198~9 and the average per ~hare option exerelse price thereof, (ii) the net value of shares (market value less exercise price) or cash realized duting the p~riod January i, 1982 through December 31, 1982 upon the exercise of options or stock appreciation rights and (ill) the number and the potential (unrealized) value (market value at December 31, 1982 less exercise cr base price) of shares subiect to outstauthng options held at December 31. 1982.

Common Stosk Craated--~a~uaey 1, I982 through December 31, 198~: No~qualltlod steak o0tions with stock apprec~tlon rights .... 1,750 4,000 7AO0 g,200 21,750 4fl,1~0 Average per ~are eaerci~e prico $473123 $47.512~ $47.3123 $47 3/~5 ~¢'.3125 $47 51~3 ExercL~ed-- Jemuary :t~ 198g through December 31, 1982 Net v/flue real/z~:1 iiI shares ( m~'ket value ]~ eze*ci~e price) of cash ............ $ -0~ $ i6,87~ $ 16,87~ $ -0~ $ 16,875 $ B8,4~7 Ou~tanding at De~ember 31, 1982: ]nce.tlw $toc1¢ optlonn ..... 4~500 2,000 g.000 4~300 ~,I300 55,g~ ~cnqualit~d atc~k o~E~m v,'i~h stoat: approcfation 21ghts .... 3fl63 11,100 ~3,700 ~2~300 57,250 lgT,gff0 Yotent~al I~arsalize~I) value ~market vaI~ ~ De~mh~r All ~ese~t dln~etors and Stuart G, Arnold V/rglnlus B. Charles A. ]~dwar~ W, oi~¢¢rs as Camero= Henson Lougee, Ill Me]los Whi~temore a ~'ou Fp_ 31, 198g M*$ exercise or baso ~i~) ............... $ ~%70~ $ 47,9~5 $116,(~%3 $ 64,800 $239,~25 $TaS,7g0 ~aer$ any information in this proxy statement as to mmtmaration or other tzatisactions is called for with regard to persons holding specked positions or relationships, ln~orraation is not inc~ude~ for any portion of th~ requisite periods during which such persons did not hold any s~ch positions or relationships. ]~ropoaal 1 ELECTION OF INDFA?ENDENT AUDITORS The B~ar4 (~i Direetor~ recommends that the ~tockholder~ elec~ C~ope~s ~ Lybra~d as iadepende~t auditors for tho Company for the year 1983. In line with this reconmlencIation the Board of Directors i~tends to introduce at the forthcoming Annual Meeting the foIIowing resolution ~ designated herein ~s Proposa~ ] ) : "BESOLVED, tha~ Coopers & Lybrand b~ and they are heroby elected indcpenaent auc]ito~ for the Com- 1)any ~or the ~eax ~3Y I~ acc~dax~¢e ',~dth the Comp~my's pra~ti~e, a member o~ C~Wr~ & Lyhra~d will a~:et~d the A~auaI Meeting to make a statement ff he desires to do so mad to respond to any appropriate q~estions that may b~ asked by stockholders. The a~armative vot~ of a majoriO/ o£ the combined votes cast by tho holders o~ Common Stock, $1.70 ConvortibIe l~re~erred Stock, $2.75 Preferred Stock and ~2.b7 Conver~ble Pre~crrecl Stock voting th~eon is nuce~sary ~o~ $h~ ~doptio~ ~ ~FmV~al i. The Board of Directors recommends that you vcote FOIl Proposal 1. l0

Yroposal 2 !~ESOLUTION REQUESTLN'G CUMULATIVE VOTING PROPOSED BY FOUR STOCKHOLDERS The Company is informed that Lewis D, Gilbert, a record hoIder of 160 shares of Common Stock, whose address is 1165 Park Avenue, New York, N.1. 10028, and/or John J. GilberL a record holder of 100 shares of Common Stock, of the same address, and representing an additional family interest of 500 shares of Common Stock, and/or john C. Henry, a record holder of 3,200 shares of Commml Stock, whose address is 5 East 93rd Street, New York, N.Y. i9028, and/or David Brown, a record holder of 12 shares of Common Stock, whose address is 214-15 iSth Avenue, Bayside, N.Y. 11360, intend to introduce at the Annual Meetthg the following resolution ( designated herein as Eroposal ~) : "RESOLVED: That the stoelthelders of Amerlean Brands, Inc., assembled in annual meeting in person and by proxy, hereby- request the Board of Diret~tors to take the steps necessary to provide for cumulative voting in the elecldon of directors, which means each stockholder shalI be entitled to as many votes as shall equal the v~umber of tha~e~ he or she owns multipliezl by the namher o~ directors to he elected, and he or she may ea~t all of such votes for a single candidate, or any two or more of illcm as he or she may see fit." The proposers of the resolution have fmmisbed the fo]lowlng statement setting forth the reasons advanced by them in support of theh" proposal: '%ast year 8,251 owners of 3,402,638 shares voted in favor of our similar resolution. The vote against included the unmarked proxies. "The importance of cumulative voting has been noted in the f01Io~hng words by the Giant Por~Iand Cement Corporation in their 1974 proxy statement: 'Cumulative voting is a form of proportional representation which pernait.~ minority thl~reholders fo have representaBon on the Board of Directors. Under the e~sting by-lawJ a tharebolder is entitled to one vote for each share of stock registered in his name. Thus, the holders of a maiority of tile shares may elect all of the directors, in which event the remaining shareholders may not elect any directors. The proposed Article Ninth provides for cumulative voting in the election of directors, ha wtfieh case each stedtholder is entitled to as many cohos as he owns shareJ, multiplied by the number of directors to be elected, to be cast for one or distributed among two or more directors, as he sees fit. Therefore the prttposed amendment would permit a person or a group of persons holding a slgni£¢ant block of shares to have representation on the Board of Directors.' "If you agree, pIea~ mark 9-our pmx3r fo~ this resolution; othotvtl~e it is autematicahly ea~t a~ainrt it, un~ss you have marked to abstain." In the view of the Board of Directors, the function of a hoard of directors is lv administer the affairs of a corporation for the benegt of all its stockholders. The Board of Directors believes that a director elected by a minority through eumu]aBve voting might feel bound to act in what he colasiders the interests of the minority overt though such action might not be in the best interests of the corporation and the stockholders as a whole. It believes that the present method of electing directors, wb2ch is the corporate equivalent of majority rule, has worked successfully and should not be cl~anged. Cumulative voting was ovel~,vhe]mingly reiected at the 1964 and I969 Ammal Meetings when approximately 94.8% of the votes *~ere cast against it on each occasion, at the 1970 Ammal Meeting when aphlroximately 93.7% of the votes were cast against it, ae the 1976 Ann~ml Meeting when approximately 94.4% of the votes were east against it and at ~e 1977 Armu~g Meeting when approxi- mately 94.1% of the votes wer~ cast against it. Last year approximately 93.4% of the votes were cast against it, The at~rmatlve vote of a majority of the corablned votes cast by the holders of Coammn Stock, 81.70 Convertible Preferred Stock, 82.75 Pcefe~red Stock and $'2.67 Convertible Preferred Stock voting thereon is necessary for the adoption of proposal 2. The Board of Directors recomroenth that you vote AGAINST Proposal 2. 11

Proposal 3 RESOLUTION ON ESTABLISHMENT OF NOMINATING COMMITTEE PROPOSED BY FOUR STOCI~-IOLDERS The Company is informed that the four stockholders whose names, addresses and record holdings are set forth with respect to Proposal 2 intend to intzoduee at the Annual Meeting the following resolution (designated herein as Proposal 3 ) : "RESOLVED: That the stockholders of _4aneriean Brands, Inc., assembled in annual meeting in person and by proxy, hereby request the Board of Directors to take the steps necessary to pro~dde for the formation of a nominating committee, at least the majority of which should be composed of outside directors." The proponents of the resolut%n have furnished the followxng statement setting forth the reasons advanced by them in support of their proposal: "Last year 8,697 owners of 3,311,798 shares voted in favor of our similar resolution. The vote against included the tmmarked proxies. "The whdie purpose of having a nominating eommRtee in to be assured that independent directors, not afaliated vAth management, assume the xesponsthiliry of selecting new nominees for the Board. "Your attention is celled to the fact that more and more corporations now have a nominating committee and this has been recommended as good corporate governance by a Chairman of the SEC and the New York Stock Exchange. "Among the latest companies to adopt this practice axe: Southern Paol~e, B. Hoe, Facet Ind., Landmark Land Co., Inc., Foremost McKesson, Vista Resources, Sonesta International Hotels Corporatien, Electro Audio Dynamics, Inc., GAF Corp, First National Boston Corp., New Mexico and Arizona Land Co., Calbro Corp., Bell ~d Howell, Carter Wallace, Inc., Collins and Aikman Corporation and Claremont Capital Corporation. "Lf you agree, please mark your proxy for this zesolution; otherwise it is automatically east against it. unless you have marked to abstain." The Innetiol, of a nominating committee has been performed by the Board of Directors as a whole. Your Board believes that this function should continue to be performed by all of the Board members, It is the vlew of your Board that each member should be a person whose experience, knowledge and expertise enable him to make a substantial contribution to the work of the Board and that the selection of persons with these quali- fications can be best assured if ell members, rather than a committee, have an opportunity to participate directly in the selection of nominees of the Board. An identical resolution was overwhelmingly defeated at the 198g Armual Meeting wben approximately 93.6% of the votes were east against it. Accordingly, the resolution should lie reiected as not in the best interests of the Company and its stoekholders. The affirmative vote of a majority of the combined votes cast by the holders of Ceminon Stock. 81.70 Convertible Preferred Stock, $2.75 Preferred Stock and $2.67 Convertible Preferred Stock voting thereon is necessary for the adoption eI Proposal 3. The Board of Directors recommends that you vote A G.~INST Proposal 3. CERT.MN /iNFORMATION REGARDING SECURITY HOLDINGS The following tabulation sets forth information with respect to the beneficial o~naership of eqdity securities of the Company by all directors and ollleers of the Company as a group at February 1, 1983. Such group ownership does not e×eeed one percent of the outstanding shares of those classes of equity secutiEies of the 12

Company listed below. The information is based on information received by the Company from the directors and of~cers, from the Divisional Benefits Pian Committee and from the Trustee of the Profit-Sharing Plan o,~ the Company. Arao~t and ~a~ute Tige of of bene£elat das~ ownershlp{ a) Common Stock 250,199 shares(b) $2.75 Preferred Stock 642 shares (a) For inthrmatiori as to ~otlng power and investment power ~vlih respect to Shares owned by directors, see Notes (d) and (e) to the table under "Election of DLrectors." To the best of the Companys knowledoe, each o~cer who is not a director has sole voting and investmeot power with respect to shares owIaed by him. With regaad to voting power ia respect of skates held by the Tntstee of the Proflt-Shadnd Plan of the Company. see Note (d) to the table under "Election of Directors." (b) Includes 28,881 shares of Common Stock held on December 31, 1982, by the Trustee of the Pro£t-Shaxing Plan of the Company (incluc]ing those referred to in Note (a) to the table under "Election of Directors"), which number is equivalent as of that date to the undivided proportionate beneficial interest of the directors and officers of the Company in all such shares, and 109,000 sh~res (hlcluding those referred to in Note (b) to the tahl~ uade~ "Election of Directors"), o~ whinh the directors and officers had the right to acquire beneficial ownership pursuant to the exercise on or before April 2, 1983 of options granted by the Company. Inclusion of such 109,000 shares does not constitute an admission by the directors and officers that they are the bene~cial owners of s~Jeh shares. The ~ollowing tabulation sets forth information with rcspect to each person known to the Company to have been the benegelal owner o~ more than 5% of any class of voting securities of the C0mpally at Febraar/ I. 1983 ~d is based o~ informatioxx received by the Compauy from, or on haha|f of, such persom To the best of the Company's knowledge, no one person w~s the benellalal owner of ia excess of 5% of the outstanding voting securities of the Company at February 1, 1983. .Maount a~ad ~at~e Title o~ N~O and address of beneficial Percentage dass of bmaefleial owner _ ownersh~{a ) of class $2.75 Preferred Rtoch The Chubb Corporation 430,800 sheres 7.8% 100 William Street New York, New York 10038 (a) To the best of the Company's knowledge, the beneficial owner listed has sole voting and investment power with respect to the sllares listed. SUBMISSION OF STOCKHOLDER PROPOSALS Proposals cf stockholders intended to be submitted at the next Annual Meeting of stockholders scheduled to be held May 2, 2984 must be received by the Company on or b~ore December 18, 1983 to be eligibIe for inclusion in the Company's proxy' statem~t and accompanying proxy for such meeting. MISCELLANEOUS A copy of the Company's annual report on Form 10-K to be filed with the Securities and Exchange Commission for its last fiscal your, including the finanelal statements and the fmanalal statement sohedu]es thereto, will lie made available to stockholders vdthout charge upon written request to Mr. Louis F. ICernous, Jr,, Secretary, Ameaiean Brands, Inc., 245 Park Avenue, New York, N.Y. 10167. The Company will furnish any exhibits to Form 10-K to each stockholder requesting them upon payment of a fee of $.IO per page to cover their cost. lg

Promptly after the Annual MeetL~g stockholders will be mailed a return postcard on whluh they will he able to indic-ate their deslro to reeeiv~ a copy of the summary of the meeting, The expense of the so]iri~at~on of proxles for this me~tlng, incl~dlug the cost of mailing, wi]I be borne ]~y file Company. In addition to mai]ing copies of this material to stoe!dlolde~, the Company will request persons who hold stock in their na~es or custody, or in the names of non~luees, for the benefl£ of other~ to forward copies of such materia! ¢o the beneBcIal owi~ers of the stock of the Company and to relluest authority for the execution of the proxies. To the ext~nt deemed rieeessaly lit order to asstLro sume~ent represel~t~tiola at [he meeting, oflleers and regult~r employees of the Company will retJuest the return of I~roxies 1Jy telephone, telegram or in person. Irt addition~ th~ Company h~s revalued The Klssel-Blake Organization, Inc.. ~fl Broadway, New York, N.~L 18004, to aid lu the solicitation of proxies ~r a ~e, including its e.xpens~s, estimated at $23,50(~ TI~e total expense to be home by the Company will depend u oon the volum~ o£ sl~ares re~resented by the proxies • eeeived promptly le~ re~pons~ to the nonce of meeting. S~ockho|ders ~vho do not intend to be presen~ at the meeting are ~rged to serid in their proxies without del~y. Proalpt response is helpful, and your cooperation will be sppreeiated. March7,1983 I4

245 Park Avenue New York, New York 10167 March 15, I983 D ~r.2~ STO*CK/~LD~2~: The 1983 AnnuaI Meet/ng of stockholders will be held on gVednesday, May 4, 2983 at I0:00 a.m. in the Grand Ballroom of The "WaIdorLAstoMa, Park Avenue~at g0th Street~ New York City. You are invited to attend the meeting to eonsidcr personally the business descr:bed in the £ollovcing notice of meet- ing and proxy statement. At the meeting there will be a report to the stockholders on the progress of the Company during the past year. A discussion period will also take place during which stockholders wi]I have an opportunity to discuss matters of interest concerning the Company. A feature of these Annual Meetings has been the attendance in person of ninny stockholders, some with lmrge ho]dlngs and some with small holdings. This has been most welcome. It is important to ensure that your shares be represented at the meeting whether or not you plan persvnagy to attend. We urge you promptly to compIete, date and return your proxy in the enclosed postpaid return envelope provided for that purpose. Sincerely yours, EDWAI~D X,'~I WHITTE:XfOP~E Chairman o[ the Bocrrd and Chie[ ExecIItive Off{cer

245 Park Avenue New York, New Yoth 10167 NOTICE OF MEETING March 15, 1983 The Annual Meeting of stockholders of American Brands, Inc. will be held in the Grand Ballroom of The Waldorf-Astor/a, Park Avenue at 50th Street, New York City, at 10 o'clock in the forenoon (Eastern Daylight Time) on Wednesday, May 4, 1983, for the folIowing purposes: A. To elect directors. To consider and vote on: (1) Aproposal (designated Proposal I and set forth in the folIowing proxy statement), approved by the Board of Directors, to eIect Coopers & Lybrand independent auditors for the Company for the year 198,q; (2) A proposal (designated Proposal 2 and set forth in the following proxy statement) relating to cumulative voting, expected to bo made "oy four stockholders; and (31 A proposal (designated Proposal 8 and set forth in the following proxy statement) relating to the establishment of a nominating eommitteB of the Board of Directors~ expected to be made by four stockholders. To transact such other business as may properIy come liefore the meeting. The stoc~ transfer hooks will not he closed, but holders of Common Stock, $1.70 Convertible Preferred Stock. $2.75 Preferred Stock and $2.67 Convertible Preferred Stock, to I~e enfftled to vote, must be holders of record at the close of business on March 7, 1983. LOUIS F, FERXOU$, JR., Secretary