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28 :December 17, 1952 - ~ A regular meeting of the Board of Directors of P. Lorillard Company ' Wae= held today at the office of the Compat~y, 119 West 44th Street, NeW York City. There were present Messrs.: H. A, Kent' • R. M. Ganger W.-J. Halley F.'HopeWell - D, A. Henderson I. H. Peak F. G. Searle ' L. Gruber J. J. Blackmall ' A. James M. E , Dawley H. B. Parmele " A.'F. Woessner, Assistant Secretary Mr. gent, Chairman of the BoaTd, presided and the Assistant Secretary acted as Secretary of the meeting. On motion duly made and seconded., the reading of the minutes of the previous meeting was dispensed with. D'r.Kent. Chairman of the Board of Directors, Chairman of the"'Budget Committe'e, presented to the meeting the Company Budget for the year 1953, together with a letter dated December 10,"'1952, reviewing the Budget and " stating that the Budget Committee had approved the Budget and it iias desired to submit it tp the Board of Directors for its consideration. Th.ereupon, after full discussion, On motion of Mr. Blacknall, seconded by Mr. Henderson, it was unanimously RHSOLVED: That the Company Budget for the year 1953, "submitted to this meeting by the Chairman of the'Board, be and the same is hei-eby approved, ratified and confirmed 3n all respects, subject to review from time to time by this"Board as set forth in resolution of the Board adopted at a meeting held December 20, 1950. Mr. Ganger stated to-'tbe meeting that uiider the provisions of the Employees' Retirement Plan, all salaried employees covered-by the Plan who have reached the age of sixty-five have been retired on the retirement income provided f"or iri'the Plan; that section 4, subsection (1) (e), provides that the Board of Directors may employ on a retainer or fee basis any person who is receiving a retirement sllowance under the Plan; -'that certain retired employees had been employed on a retainer or fee bas3s under 'a one-year*contre.ct for the year 1952; that he had consulted with other officers and dspartment heads for the purpose of determining iihich, if an,y, of those employees previously retired who had been employed on a retainer or'fee basis during the year 1952,-'and also as to those employees who may be retired prior'to the"'end of this year, should be employed on a retainer or fee basis, which retainer or fee would be in addition to the Retirement i.ncome such employees would receive; that in his and their opinion the special experi- ence and knowledge of the persoris shown on the schedule which he presented to the meeting make it highly desirable that the"services of such employees-be re- tained by the Compat~p oh either a full-time or part-time basis as set forth in the schedule after their respective names, and that he recommehded that each of sa3d persons be off-ered a aon'tra.ct until December -31, 1953, for the type of service and at the retainer or fee set forth after each such name on the schedule.

-Thereupon, after full discussion, on motion of Mr. Searle, seconded 29 by Mr. Henderson, the following preamble and resolution were adopted: WHEREAS: •It is the opinion of this Board that the persons recoammended by the President have'such special e$perience arid knoWledge as to render the retention of their services highly desirable for the benefit of th'is Company, NOW, THEREFORE,-BE IT RESOLVID: That the proper Officers of this Company be and they hereby are authorized to enter into-and to executs with each em- ployee set forth below a contiact until December 31, 1953, for the tYpe of service and at the retainer or fee "set forth after each name, which retainer or fee shall be in addition to the retirement income of each such employee, said contract to enmbodp such other terms of employment as may be deemed advisable by the proper Officers of the Company: NAME : TYPE CF ENJLOYNZNT: AMOIIP,T OF RETkIfEIR: George D. Whitefield To advise-'with respect to Isaf, $12,241.78 per manufacture, and administration annum, payable of the Company's" affairs; to monthly. assist in the purchase of leaf tobacco arid i elated problems, and to perform such assignments as may be requested, devoting ' }liere-to such time as may be required. Leslie E. Clemens To assist and aavise the Insurance • Dept. and to perform such other assignments a:s may be requested, devoting thereto his full time . $8, 784.64 per annum, payable monthl,y. . Adam Riefner To assist and advise -the Committee $5,606.64 per on Manufacture and perform such annum, payable other assignments as nsay be re- monthly. quested, devoting thereto at least 60% of the working days. Edward F. Higgins To assist and advise the Purchasing, $7,787.52 per Sales-; arid Advertisiag Depts., and annum, pa3able to perform such other 8ssignments ' monthly. as may be requested, devoting thereto his full time. Edward Jais To assist- and advise the Sales Board $4,826.88 per and perform such other assignments annum, payable as may be requested, devoting thereto monthly. approximately 70P of the working days. . George Peterkin To assist the Sales and Advertising ' $3,540.64 per Depts. in regard to window and other annum, payable point-of-sale displays and perform monthly. such other assignments as may be re- p quested, devoting thereto his full . ~W time. Wilhelmine Becker To assist General Accounting Dept. in $2,819.04 per maintaining various nianufacturing, annum, payable advertising and other cost records weekly. under the jurisdiction of the Asst. Comptroller, devoting thereto her %4 CD I,~U CO full time.

. TYPS (V SMPLOYMENT: William C, Belley To carry •out the assignments of the General"3raffic Mgr. in hand- ling all Eiork details attendant to the f ore i gn traff ic of the Company and to comple te the de - - velofmsnt of his successor hnd , AMOUNT OF RETAIHI+R : $4,420.00 per annum, payable weekly. ~ ~ ..~ ~ . other assignments as niay be re- quested, devoting thereto his full time. Henry Peterson To rend:er services as Receptionist $1,976.00 per annum, at the N. Y. Office, and such other payable weekly. assigcunents as may be requested, de- voting thereto his full tinie.- - Richard R. Patterson Purchasing of leaf tobacco during $14,226,12 per annum, the leaf season and a3vising in re- payable monthly. gard to the Leaf depsrt4nents and Company affairs, and performing 'such other assignments as may be requested, devoting thereto his full time during the leaf buying sea'son and such time as may be re- quired in other seasons. Roswell G. Billings To assist in the purchase of leaf $8,671.84 per annum, tobacco, advise in regard to Leaf payable monthly. Dept. affairs at the-•Connecticut- Leaf Dept. and perform •such other assignments as may be requested, devoting thereto his full time. Henry L. Bechtold To"render services in the Manufac- $4,099.32 perannum, turing D.ivision, Old Gold Bi;aneh, payable weekly.. in the development of new products and-'such other assignments as may be requested, devoting thereto his full time. - William J. Garvey To perform such as•signments as-may $5,778.36 per annum, be-'requested at the Old Gold Branch, payable monthly. Jersey City, N.J., devoting thereto his full time. Fred E. Craig To render service"s as Custodian of $3,195•16 per annum, the Old Gold advertising depot and payable weekly. to perforrri *such other assignments • as may be requested, devoting thereto his full time. - Richard M, HariFis Warehousing•of display advertising $2,442,08 per annum, and sales promotional material, payable weekly. distributioa of such material to the Sales organization as directed - by •ths Sales Serb3ce Dept,, and to perform such other assignments as may be requested by Asst. Sales Mana- ger, Sales Promotion Manager or Field Ms.nager, devoting thereto his full time.

NAME : H. D. Seeley TYPE OF ENTLQ'YMENT : To render services at the Louis- ville Branch of the Company, and buch other assi"gnments as may be requested, devoting thereto his full time. A2rI0IINT OF RETAIBTER : $ 5, 512. 92 per ann l, payable monthly. Christopher C. Bittel To render services in the $4,074.72 per annum, Sales Dept. of the Company, payable weekly. and'such other assignments as may be requested, devoting thereto his full time. K-_. Ganger stated to the meeting that it has been brough-t to his atten- tion -that a number of employees who have been heretofore retired and also a number oT employees to be retired during the year 1953,-a11 of whom have had maiiy years of service with the CompanY, whose "services have not and will not be retained"by -the Company after retirement, are receiving or willl receive 'inadequate retirement incomes from the Company's. Pension Plan because of changed economic conditions. He statea that the Retirement Board at a meeting held November 21, 1952, had adopted a resolution recoamiending to the Board of Directors a"method of alleviating this hardship'on the retired employees con- eerned;' whereby, if approved"by bhe Board of Directors, the Company would make a contribution to each such retired employee so that the sum of Annual Retire- meht Income and the contribution of the.Company would aggregate for those with service to the Company of thirty years or more, a.total amount of $1,000 per annum, for those with fifteen to twenty-nine years and eleven months of service with the Company, a total amount of $750 per annum, and for those with ten to fourteeh years and eleven months bf service to the Company, a total amount of $500 per annum; that he was informed,that the total of the contributions by the Company to such employees for the year 1953 would, be about $12,000.00; that'in adaition there-'will probably be about three employees who will bee retired7during the year 1953 under sim3lar conditions and that the cost, on a proportionate 'basis, of similar contributions-'to such employees would be about $1,147.00; that the total amount of aontributionsw-ould be about-' $13,250.00, and that iri his opinion the Board of Directors should authorize. such contributions in recognition of the long and faithful services rendered by such retired employees to the Company. "' Thereupon, at the request of Nfr. G-anger, the Secretary presented and . read to the meeting the resolution-regarding this matter adopted at a meeting of the Retirement Board on November 21, 1952, and also presented to the meeting schedules shouing the names of such employees, their respective length of service to the Company, the amount of the respective annual retirement income, the proposed Company contribution, and the total amount that each i-etired employee would receive if the recom*.aendation of the Retirement Board be approved. Thei-eupon, after full discussion, it was, on motion of Mr. Halley, seconded by Mr. Hopewell, unanimously RESOLPEDi That in order to alleviate the'hardship,-by reason of inade- quate annual retirement income, suffered by cei-tain retired employees who have served this ComparLy long and faithfully, the proper Officers of this Company are hereby authorized to expend not to exceed the sum of $13, 250 .00 during the year 1953 on the following basis': " -Tbat each former employee who has hei-etofore been retired under normal-' retirement and each employee who will be.retired during 1953, whose n.gmes are

that the Cohapeiny purchase the A&'T College Farm property at a price of 33 $1600.00 per acre and that he heartily endorsed that recomm9ndation. ' Thereupon, after full discussion, on motion of Mr. HaZley, seconded by Mr. Searle, it was unanimously '- RESIILVED:"• That this C-ompany purchase from the A & T Col:lege of-'Greens- boro, North Carolina, property lmown as the A & T Coll"ege Farm property on the outskirts'of Crreensboro, containdng seventy-six acres, more or less, at and for the price of $1600.00 per acz~e, the exact acreage to be determined by survey, upon approval by the General Counsel of the title to the property and all other legal formalities, and FURT~..'R-RESOLVED: That the proper Officers of this Company are author- ized to incur "such"expenses and to do any and all things in their ,fudgment deemed necessary or advisable in connection therewith. Mr. Uanger stated that across the street from the property there were two or three locations that had unsightly and run-dowri buildings; that he feZt it woUld be of value'•to the Compar5r, if it acquii-ed"the A & T College Farm p"roperty, to also purchase these properties in order to el3minate these undesirable inl°luences, ana that he recommended that the officers of the Company be given the authority to purchase •these properties. ' Thereupon, after full discussion, on motion of Ys. Halley, seconded by Mr. Searle, it was unanimously "RESOLV.ID: That in 'the ev+ent the• Company purchase from the A & T-'Co11eE of Greensboro, North Carolina, property knaKn as the A"& T College Farm prol er-ty on the outskirts of Greensboro, the proper officers nf-the Company are hereby authorized to purchase such adjacent o"r nearby properties at such price and at such tiiies as they in their discretion may deem advisable •upon _ approval-by the General Counsel of the title to the property and all other ' legal formalities. On motion duly made and seconded, the meeting adjourned. Assistant Secretary ~

32 incltad.ed on the schedules which have been 'presented to this meeting and whose retirement incomes are less than $1000 per annum, be paid by the Company"an' amount of money to supplement their respective Annual Retirement Incomes in accordance with the following length of service plan: ' 1) Those with thirty years of service and more to the Company to receive an aggregate of $1,000.per annum;,_ 2) Those with fifteen 'to twenty-nine *ears and eleveri months of service to the Company to receive an aggregate of $750.per annum; 3) Those with ten to fourteeh years and eleveri months of service to the Company to receive an aggregate of $500 per annum. , FURTHE'R RESOLVED: That the proper Dfficers of the Company are also authorized, on the same length of service plan, on a proportiohate basis, to expend in the year 1953 not-to ekceed the sum of $1,1#7.00 with respect to those employees who will be retired during 1953, whose retirement incomes"will be.less than $1000., all as more fully shown on said"schedules which are ordered to be filed with the minutes of this meeting as a part hereof, and FDRTHREt RffiOLVED: That such payments are authorized for the year 1953 only with respect to each subh retired employee, shall hot be transferrable by them, slall cease as'to each retired-employee upon his or her death, ana may be terminated as to any one or more or all of them at any time by further action of this Board in its sole discretion. Mr. Ganger stated to" ths-'meeting that for same time consideration hadd been given'to acquiring property in the South for the building.of additional needed storage facilities, redrying facilities, and future plant expansion. He said that, with this in view, he had early in September 1951 aPpointed a Committee consisting of Mr. J. J. Blacknall as Chairman, and Messrs."'G D,. Whitefield-' I. H. Feak, D, J. MacMillan, J. E. Bennett, and P. B." Marzoni-* to"' make a thorough search to determine the best possible location for such proper- ties and to report to him their conclusions.. He stated that a number of locali- ties had been investigat"sd; that he had received the Report of the :Com¢nitfi:ee which recommended that Greensboro, North Carolina, was the best suited for the Company's needs, and he presented the Report to"'the meeting. He stated that"'in selecting Greensboro, the Committee"had given great weight to its rail and truck facilities, climate, potehtial labor supply adapY,able to the Company's needs, and the commercial, cultural, and community values of Greensboro itself. He fuither stated that two possible sltes had been located in Greensboro, one oP"approaimately 46 acres Tocated entirely within the City limits, and another of approximately 76 acros,-'the"'greater part of which is located outside oF the City limits, This latter'property is known'as the A & T College Farm " property, and the Committee had recommended its purchase because of its greater area and the tax advantages of being located outsiae of the City-'limits. Its location was considered very des3rable because of railroad and truck highway facilities and because it was very near a good labor supply. He also 'stated that the American Appraisal Company had made' an appraisal - of the property, valuing it at"'$175,000.00; that on the basis of this an offer had been made of $90,000.00 through the C. M. Guest Company of Greensboro; that this bid had not been accepte3, but the-C., M. Guest IIompany had been advised that the property could be purchased for $1600.00 per acre which would be a" total cost.of between $120,000.00 and $125,000.00 depending upon the exact acreage. He further stated that the Committee had therefore recommended that the