Tobacco Documents Online

MINUTES NO. 1975-i MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF BROWN WILLIAMSON ~DBACCO CORPORATION HELD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKY, ON THE 7TB DAy OF JANUARY 1975 l>resent: R.A. Bateman I.W. Hughes In attendance: Ernest Pepples, Secretary There being no quorum in attendance,the meeting was adjourned to January 22, 1975. Secretary 7 Bk. 20 -p. i 6905002~7

MINUTES NO. 1975-2 MINUTES OF AN ADJOURNED MEETING OF THE BOARD OF DIRECTORS OF BROWN WILLIAMSON TOBACCO CORPORATION HELD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKY, ON THE 22ND DAY OF JANUARY 1975 Present: five Directors constituting Ernest Pepples Secretary. J.E. Edens C.I. BcCarty R.A. Bateman J.A. Broughton R.D. Bryant W.L. DeWitt J.H. Dunford R.M. Edelen R.M. Heyward I.W. Hughes F.R. Kiernan E.H. Ogburn R.A. Pittman a quorum; J.E. Edens Chairman and Minutes Nos. 1974-14 and 1975-1 of the last preceding meetings held December 17, 1974 and January 7, 1975 respectively were read and approved. The actions of the Executive Committee at its meeting held on December 31, 1974 were reported to the Board. On motion of Mr. Edelen, seconded by Mr. Ogburn, and by unanimous vote of all the Directors present, being a majority of the entire Board, it WaS RESOLVED: That I.W. Hughes and R.A. Pitzman, Members of this Board, be and they hereby are elected Members of the Executive Committee of this Board, to hold office until the next Annual Meeting of Directors of this Corporation. The Audit Report of Arthur Young & Company for the year ending September 30, 1974 was presented and, upon motion of Mr. Bateman, seconded by Mr. Edelen, the said Report was accepted, approved, and ordered filed with the Controller. On motion of Mr. Bateman, seconded by Mr. Broughton, it was unanimously RESOLVED: That Arthur Young & Company be and they hereby are appointed the independent auditors for the Corporation for the year ending December 31, 1975. 690S00228 Bk. 20-P. g

On motion of Mr. Bafemanj seconded by Mr. Ogburn~ it Was unanimously RESOLVED: That this Corporation is hereby authorized to amend the Profi----~ Sharing Plan for Employees of Brown ~ Williamson Tobacco Corporation ("Profit Sharing Plan") in a manner satisfactory to the Officers of the Corporation who approve and execute the amendment or amendments thereto so that as amended the Profit Sharing Plan (i) will comply with the E~ployee Retirement Income Security Act of 1974; (ii) will continue to qualify and be exempt under Sections 401 and 501, respectively, of the Internal Revenue Code of 1954, or applicable provisions of subsequent law, and (iii) further will allow for transfers of participants to a profit sharing plan of Brown ~ Willlamson Industries Inc. in a fair and equitable manner. FURTHER RESOLg"ED: That the Officers of this Corporation be and they hereby are authorized on its behalf, and under its corporate seal or otherwise, to approve and execute such amendment or amendments to the Profit Sharing Plan and any and all other ~ecessary or apFncopriate documents and instruments in connec- tion with amending said Profit Sharing Plan, and to do any and all acts and things necessary or in their judgment advisable, to put the Profit Sharing Plan, as amended, into effect, such approval and execution and such acts and things to be conclusive evidence of the approval thereof in the name and on behalf of this Corporation. On motion of Mr. Bafeman, seconded by Mr. Edelen, it was unanimously RESOLVED: That this Corporation amend the Retirement Plan for Certain Hourly-Pald Seasonal Employees of Brown ~ Williamson Tobacco Corporation with effect as of January I, 1975, so that it shall provide substantially as set forth in the form of Plan presented to this meeting. FURTHER RESOLVED: That the form entitled "Retirement Plan for Certain Hourly-Paid Seasonal Employees of Brown Williamson Tobacco Corporation (as amended effective January 1, 1975)," which WaS presented to this meeting and proposed for adoption by this Corporation, be and the same hereby is approved and adopted in all respects and a copy of the same, initialed by the Secretary of this meeting, is hereby directed to be filed with the records of this Corporation. FURTHER RESOLVED: That the Officers of this Corporation be, and they hereby are, authorized on its behalf, and under its corporate seal or otherwise, to do any and all acts and things necessary or in their judgment advisable to put the Retirement Plan for Certain Hourly-Paid Seasonal Employees of Brown ~ Williamson Tobacco Corporation~ as amended effective January I~ 1975~ into effect with such further changes, amendments Or additions thereto as they, with the advice of counsel, shall deem necessary and desirable; and fhey are further authorized to amend, modify or Bk. 20-P. 3 690500.2~9

alter said Plan with retroactive effect in any respect or manner necessary in the opinion of counsel to maintain said Plan as one qualified and exempt under Sections 401 and 501, respectively, of the Internal Revenue Code of 1954, or applicable provisions of subse- quent law, and to comply with the Employee Retirement Income Security Act of 1974. The Board noted the disbursements made by the Contributions Committee during the month of December 1974 in accordance with the approved budget. There being no further business to come before the meeting, upon motion duly made and seconded the same was adjourned Bk.20-P.4 69050023O

EXECUTIVE COM~MITTEE OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORPORATION R~ORT OF ACTIONS TAKEN Meeting of December 31, 1974 The Committee authorized the below named employees to borrow funds from the First Nntional Bank of Atlanta, First National State Bank of New Jersey, and Wachovla Bank ~ Trust Co., N.A. and in addition to take such actions as the following in connection with such borrowing: discount bills receivable held by this Corporation, obtain letters of credit, execute agree- ments, trust receipts and other such documents~ and pledge the bonds, stock, other securities, bills receivable, bills of lading~ warehouse receipts, accounts receivable or other property of the Corpora- tion to secure the transactions and deliver such securities and issue necessary powers of attorney, documents or assignments in furtherance thereof: Any two o~ R.A. Bateman, R.M. Bdelen, J.E. Edens, C.I. McCarty, or any one of the foregoing with one of: J.E. Lilly, L.S. Oliver, T.C. Smith. SUBMITTED to the BOARD OF DIRECTORS at its meeting held January 22, 1975. Secretary of the ~ittee 690500231

MINUTES NO. 1975-3 MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORPORATION HI~LD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKY, ON THE 4TH DAY OF FEBRUARY 1975 Present: J.A. Broughton W.H. Ogburn In attendance: Ernest Pepples, Secretary There being no quorum in attendance, the meeting was adjourned to February 6, 1975. BM. 20-P. 5 690S00232

MINUTES NO. 1975-4 MINUTES OF AN ADJOURNED MEETING OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORPORATION HELD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKY, ON THE 6TH DAY OF FEBRUARY 1975 Present: J.E. Edens C.I. McCarty R.A. Bateman J.A. Broughton W.L° DeWitt J.E. IM/nford R.M. Heyward I.W. Hughes F.R. Kiernan W.H. Ogburn R.A. Pittman five Directors constituting a quorum; J.E. Edens Chairman and Ernest Pepples Secretary. Minutes Nos. 1975-2 and 1975-3 of the last preceding meetings held January 22, ig75 and February 4, 1975 respectively were read and approved. The actions of the Executive Committee at its meetings held January 27, 1975 and January 28, 1975 were reported to the Board. The Beard noted the retirement of the following employees and adopted resolutions of commendation to be communicated to them: Carl C. Grant Richard O. Stott Allien L. Taylor James T. Borders Virginia W. Wstkins There being no further business to come before the meeting, upon motion duly made and seconded the same WaS adjourned to February 20, 1975. Secretly~ Bk. 20-P. 6D0500233

E~ECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORPORATION REPORT OF ACTIONS TAKEN Meetin6 of January 27~ 1975 The Committee took the following actions: I. Authorized F.R. Kiernan to enter into a contract with the Arthur D. Little Company to assist in a study on productivity and the possible applications of productivity bargaining. 2. Approved an increase in the list price of the ~ompany's chewing tobacco and Bugler gummed cigarette papers. Meeting of January 28, 1975 The Committee noted with ~pproval the specific terms of the amendments to the Profit Sharing Plan for ~nployees of the Company, as authorized by the Board of Directors on January 22, 1975. SUBMITTED to the BOARD OF DIRECTORS at its meeting held February 6, 1975. 690500234

MINUTES NO. 1975-5 MINUTES OF AN ADJOURNED MEETING OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORPORATION HELD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKY, ON THE 20TH DAY OF FEBRUARY 1975 Present: C.I. McCarty B.A. Bateman J,A. Broughton H.D. Bryant W.L. DeWitt I.W. Hughes F.R. Kiernan five Directors constituting a quorum; C.I. McCarty Chairman and DeBaun Bryant Secretary of the meeting. Minutes No. 1975-4 of the last preceding meeting held February g, 1975 were read and approved. The actions of the Executive Committee at its meeting on February 17, 1975 were reported to the Board. On motiom duly made and seconded, it was unanimously RESOLVED: That a Final Dividend (Dividend No. 96) of $32.00 per share on the issued and outstanding shares of this Corporation be and the same hereby is declared payable February 27, 1975 out of the earnings and profits of this Corporation during the year 1974, such dividend to be paid to shareholders of record as of the close of business on February 21, 1975. There being no further business to come before the meeting, upon motion duly made and seconded the same was adjoined ~ecretary o3 th/ee~ing Bh. 2o-p. 7 690 5002

EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSONTOBACCO CORPORATION REPORT OF ACTIONS TAKEN Meetin~ of February 17~ 1975 The Committee authorized C.I. McCarty to execute a proxy to J.E. Edens and H.D. Bryant, or either of them, to vote the shares of this Corporation at meetings of shareholders Of Brown & Wtlliamson Industries Incorporated, such proxy to be in effect until revoked by this Corporation. SUBMITTED to the BOARD OF DIRECTORS at its meeting held February 20, 1975 Secretary of th~ommlt~ee 690S00236