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receipt of the proceeds of the said Loans by this Corporation according to the terms and conditions of the aforesaid Agreements and Notes be and the same hereby are approved, ratified and confirmed in all respects and copies of the same, initialed by the Secretary of this meeting, are hereby directed to be filed with the records of this Corporation. FURTHER RESOLVED: That any one of the f ollowing Officers of this Corporation, namely, the President or any Vice President of this Corporation, be and hereby is authorized and directed, in the name and on behalf of this Corporation to execute and deliver the said Loan Agreements dated March 4, 1975 and April 24, 1975 in substantially the form presented at this meeting, with such changes, if any, therein as may be approved by the Officer executing and delivering the same, such execution and delivery to be conclusive evidence of the approval of the forms of said Loan Agreements of March 4, 1975 and April 24, 1975 and of the forms of said Promissory Notes by such Officer. FURTHER RESOLVED: That any one of the following Officers of this Corporation, namely, the President or any Vice President or the Treasurer of this Corporation, be and hereby is authorized and empowered, in the name and on behalf of this Corporation, to execute and deliver to BATIF two Promissory Notes of this Corporation in the principal amount of $25,000,000 each, totaling $SO,000,O0O, substantially in the form of the Promissory Notes presented to this meeting, with such changes, if any, therein as may be approved by the Officer of this Corporation executing and delivering the same, such execution and delivery to be conclusive evidence of such approval. On motion of Mr. Bateman, seconded by Mr. Edelen, it was unanimously RESOLVED: That the Northern Trust Company, Chicago, Illinois, be and the same hereby is designated a depository of an account known as Brown & Williamson Tobacco Corporation Louisville House and as such depository is authorized and directed to pay and honor all checks, drafts and orders expressed to be drawn on behalf of this Corporation upon any of the funds of this Corporation deposited wlth the said Bank in the said account when bearing the signatures of any two of the following persons: R.A. Bateman Joan Carby J.E. Lilly C.I. McCarty T.C. Smith and the Northern Trust Company shall be entitled to honor and to charge this Corporation for all such checks, drafts and orders for the payment of money, providing always that no such check, draft or order shall overdraw the said account but shall be honored only up to the amount of the credit balance of such account at any time with the said Bank. Bk. 20-P. 24 G305002~2

The Board noted the retirement of the following employees and adopted resolutions of commendation to be communicated to them: B.A. Eakes Mary D. Deane Mary V. Nevils The Board noted the disbursements made by the Contributions Committee during the months of January through April, both inclusive, 1975 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.25 690500263

MINUTES NO. 1975-10 MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORP~ATION HELD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKY, ON THE 3RD DAY OF JUNE 1975 Present: R.A. Bateman W. N. Ogburn In attendance: Ernest Pepples, Secretary There being no quorum in attendance, the meeting was adjourned to June ii, 1975. Secretary ~-- .2 0 -P. 2 6 690S00264

EXECUTIVE CO~IITTEE OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORPORATION REPORT OF ACTIONS TAKEN Meetin~ of April 23~ 1975 The Committee approved an increase in the list price of DuMaurier Cigarettes from $14.80 to $16.55 per M, effective with orders for shipment on and after May 27, 1975. Meetin$ of April 29r 1975 The Committee noted with approval the capital expenditure proposals at the following Branches: Louisville, Lexington, Petersburg, and Macon. SUBMITTED to the BOARD OF DIRECTORS at its meeting held May 28, 1975. 690500265

MINUTES NO. 1975-11 MINUTES OF AN ADJDURNED MEETING OF THE BOARD OF DIRECTORS OF BROWN & WILLIAMSON TOBACCO CORPORATION HELD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKYt ON THE IITH DAY OF JUNE 1975 Present: JeEo C.I. B.A. H.D. W.L. J.H. E,M, R.M. F.R. W.H. R.A. five Directors eo~tituting Ernest P~pples Secretary. Minutes Nos. a quorum; Edens McCarty Bat.man Bryant DeWitt Dunford Edelen Heyward Kiernan Ogburn Pittman J.E. Edens Chairman and 1975-9 and 1975-10 of the last preceding meetings held May 28, 1975 and June 3, 1975 respectively were read and approved. On motion of Mr. McCarty, seconded by Mr. Bateman, and by unanimous vote of all the Directors present, being a majority of the entire Board, it Was RESOL%'ED: That there shall he fourteen Directors of this Corporation, effective i~ediately. On motion of Mr. McCarty, seconded by Mr. Ogburn, it was unanimously RESOLVED: That B.D. Cummins be and he hereby is elected Director of this Corporation to serve until the next Annual Meeting of Stockholders of this Corporation, On motion of Mr. McCarty7 seconded by Mr. Bat.man, it was unanimously RESOLVED: That the following be and they hereby are elected Vice Presidents of this Corporation, to hold office until the next Annual Meeting of Directors of this Corporation: B.D. Cummins W.L. DeWitt Bk.2O-P.27 690500266

On motion of Mr. Bateman, seconded by Mr. Bryant, it was unanimously RESOLVED: That an Interim Dividend (Dividend No. 98) of $8.00 per share on the issued and outstanding shares of this Corporation be and the same hereby is declared payable on July 31, 1975 out of the earnings and profits of this Corporation during the year 1975, such dividend to be paid to shareholders of record as of the close of business on July 17, 1975. On motion of Mr. Bateman, seconded by Mr. Pittman, it was unanimously RESOLVED: That the changes set out below be made in authority to deal with funds of this Corporation deposited with the following Banks in the accounts specified: Chase Manhattan Bank, NoA. Regular A/C 910-I-034487 Chemical bank Regular A/C 323-000088 Citizens Fidelity Bank & Trust Company Regular A/C 000-008-0 Crocker National Bank Regular A/C 307843 First & Merchants National Bank Regular A/C 02-33-4703 First National Bank of Atlanta Regular A/C 13-685-50-0 First National Bank of Louisville Regular A/C 705-1000-6 First National Bank in Dallas Regular A/C 02-0182-2 First National Bank in St. Louis Regular A/C 10-5958-i First National City Bank Regular A/C 00061794 First National State Bank of New Jersey Regular A/C 110-042333-1 Liberty National Bank & Trust Company Regular A/C 00-06-190-5 The Louisville Trust Company Regular A/C 00-06-141-7 The Louisville Trust Company Misc, A/C 00-08-143-3 The Louisville Trust Company Special A/C 00-06=140-9 Mellon Bank, N.A. Regular A/C 1030009 Morgan Guaranty Trust Company of New York Regular A/C 076-74-440 The Northern Trust CompanyRegular A/C 725935 Rainier National Bank Regular A/C 2920342253 United Virginia Bank Regular A/C 15-01-356 Wachovia Bank & Trust Company, N.A. Regular A/C 5-011-850 Wachovia Bank & Trust Company, N.A. Lockbox A/C 7-011-630 AUTHORITY WI~RAWN Manual signatures: Group II - B.J. Hardy NEW AUTHORITY GRANTED Manual signatures: Group II - D.L. Chavers The above authority granted is subject to the same restrictions and limitations as set forth in resolution of the Board of Directors of this Corporation adopted March 5, 1975 governing the handling of the said accounts with the said Banks, Bk.20-P.28 690S00267

On motion of Mr. Batsman, seconded by Mr. Pittman, it was unanimously RESOLVED: That ~he changes set out below be made in authority to dea~ with funds of this Corporation deposited with the following Banks in the accounts specified: Citizens Fidelity Bank & Trust Company Payroll E/C 004913-i First National Bank of Louisville Payroll A/C 705-1020-0 AUTHORITY WIT~RAWH Manual signatures: Group II - R.J. Hardy NEW AUTHORITY GRANT~ Manual signatures: Group II - D.L. Chavers The above authority granted is subject to the same restrictions and limitations as set forth in resolution of the Board of Directors of this Corporation adopted March 5, 1975 governing the handling of the said accounts with the said Banks. There beige no further business to come before the meetlngp upon motion duly made and seconded the same was adjourned BE.20-P. 29 690500268

MINUTES NO. 1975-12 MINUTES OF THE REGULAR ~EETING OF THE BOARD OF DIRECTORS OF BROWN & WILLI~SON TOBACCO CORPORATION H~LD AT THE OFFICE OF THE CORPORATION LOUISVILLE, KENTUCKy, ON THE 1ST DAY OF JULY 1975 Present: R.M. Edelen E.A. Pittman In attendance: Ernest Pepples, Secretary There being no quorum in attendance, the meeting was adjourned to July 8, 1975. Secretary (/ Bk. 20 -P. 30 6905002(;9

/ MINUTES NO. 1975-13 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 STH DAY OF JULY 1975 Present: J.E. Edens C.I. MeCarty R°A. Bateman J.A. Broughton H.D. Bryant B.D. Cummins W.L. DeWitt R.M. Edelen R.M. Reyward W.H. Ogburn R.A. Pittman five Directors constituting a quorum; d.E. Edens Chairman and Ernest Pepples Secretary. Minutes Nos. 1975-11 and 1975-12 of the last preceding meetings held June 11, 1975 and July l, 1975 respectively were read and approved. The actions of the Executive Committee at its meetings on June 26, 1975 and July 3, 1975 were reported to the Board. On motion of Mr. Cummins, seconded by Mr. Eateman, it WaS unanimously RESOLVED: That Carl Heger be and he hereby is elected Controller of this Corporation to hold office until the next Annual Meeting of Directors of this Corporation. It was noted that the arrangement under which this Corporation advances funds to Export Leaf Tobacco Company is to be continued and, on motion of Mr. Cttmmins, secoDded by Mr. Pittman, it was unanimously RESOLVED: That the Vice President-Finance, the Treasurer~ or any Assistant Treasurer, are hereby authorized, for a period of one year, to lend funds to Export Leaf Tobacco Company, provided however that such loans shall not exceed $35,000,000 outstanding at any one time. Such loans shall be represented by notes or other evidences of indebtedness~ shall be repayable on demand, and shall bear interest at a rate per annum equal to the prime rate of interest charged by Morgan Guaranty Trust Company of New York from time to time on demand loans. Bk. 20-P.31 690S00270

On motion of Mr. Bateman, seconded by Mr. McCarty, it was unanimously RESOLVED: That the change set out below be made in authority to deal with funds of this Corporation deposited with the following Banks in the accounts specified: Chase Manhattan Bank, N.A. Chemical Bank Citizens Fidelity Bank & Trust Company Crocker National Bank First & Merchants National Bank First National Bank of Atlanta First National Bank of Louisville First National Bank in Dallas First National Bank in St. Louis First National City Bank First National State Bank of New Jersey Liberty National Bank & Trust Company The Louisville Trust Company The Louisville Trust Company The Louisville Trust Company Mellon Bank, N.A. Morgan Guaranty Trust Company of New York The Northern Trust Company Rainier National Rank United Virginia Bank Wachovia Bank & Trust Company, N.A. Wachovla Bank & Trust Company, N.A. Regular A/C 910-1-034487 Regular A/C 323-000088 Regular A/C~:QO0-008-0 Regular A/C307843 Regular A/C 02-33-4703 Regular A/C 13-685-50-0 Regular A/C 705-1000-6 Regular A/C 02-0182-2 Regular A/C 10-5958-1 Regular A/C 00061794 Regular A/C 113-042333-i Regular A/C 00-06-190-5 Regular A/C 00-06-141-7 Misc. A/C 00-06-143-3 SPecial A/C 00-06-140-9 Regular A/C 103-0009 Regular A/C 076-74-440 Regular A/C 725935 Regular A/C 2920342253 Regular A/C 15-01-356 Regular A/C 5-011-850 Loekbox A/C 7-011-830 NEW AUTHORITY GRANTED Manual signatures: Group I - B.D. Cummins The above authority granted is subject to the same restrictions and limitations as set forth in resolution of the Board of Directors of this Corporation adopted March 5, 1975 governing the handling of the said accounts with the said Banks. On motion of Mr. Bateman, seconded by Mr. McCarty, it was unanimously RESOLVED: That the following change be made in authority to deal with funds of this Corporation deposited with the Chemical Bank in the Profit Sharing Account No. 613-232372 of this Corporation: NEW AUTHORITY GRANTED Manual signatures: Group I B.D. Cummins The above authority granted is subject to the same restrictions and limitations zs set forth in resolution of the Board of Directors of thls Corporation adopted March 5, 1975 governing the handling of the said account with the said Bank. Bk.20-P 32 G90500 71