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72 June 17, 1953 A regular meeting of the Board of Directors of P. Lorillard Company was held today at the office of the Company, 119 West 40th Street, New York City. , There were present Messrs.: H. A. Kent W. J. Halley F. HopeWell I. H. Peak J. J. Blacknall L. Gruber H. B. Parmele M..E. Dawley F. G. Searle A. James H. F. Temple Anna F. Woessner, Asst. Secty. Mr. Kent, Chairman of the Board, presided and Miss Anna F. Woessner, an 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. Mr. Halley stated to the meeting that by an agreement dated April 15, 1953, Mr. Todd Wool had agreed to resign as Director and officer of the Company and its subsidiary Federal Tin Company at such time as labor negotiations for the year 1953 had been sub- stantially completed, upon the written request of the Company. He further stated that Mr. Wool had advised him that such nego- tiations should be completed prior to the end of June and that he had accordingly requested in writing that Mr. Wool resign as Director and officer of the Company and its subsidiary to take effect June 30, 1953. There was thereupon presented to the meeting the resignation dated June 11, 1953, of Mr. Todd Wool as Director, Vice President and Secretary of P. Lorillard Company, to take effect June 30, 1953. Thereupon, On motion of Mr. Hopewell, seconded by Mr. Gruber, it was unanimously RESOLVED: That the resignation of Mr. Todd Wool as Director, Vice President and Secretary of the Company, to take effect June 30, 1953, be accepted with regret. Mr.Halley then stated to the meeting that Mr. Wool had been and still is performing services to the Company over and above those contemplated in the agreement between Mr. Wool and the Company dated April 15, 1953; that he therefore felt that said agreement of April 15th should be supplemented so that Mr. Wool,would receive 0 in 1954 that portion of Incentive Compensation for the year 1953 Cj to which he would be entitled on account of his services as F+ Vice President of the Company from January 1, 1953 through -.1 June 30, 1953. ~ CO There was presented to the meeting a contract providing that ~' I r ~ I

in consideration of the additional services performed by 73 Mr. Wool, there should be paid to him during the year 1953 any amounts to which he would be entitled under Article XII of the By-laws of the Company, entitled "Incentive Compensation for Officers and gey Personnel," by reason of his services as Vice President of the Company from January 1 through June 30, 1953. Thereupon, On motion of Mr. Halley, seconded by Mr. Searle, it was unanimously RESOLVED: That the proper officers of this Company be and they hereby are authorized to execute with Mr. Wool the said agree- ment in substantially the form as presented to this meeting, and FURTHER RESOLVED: That the proper officers of this Company be and they hereby are authorized to make payment to Mr. Wool of such amounts, if any, as may be determined to be payable to him on account of the terms of said agreement dated June 17, 1953. The Chairman then stated to the meeting that the resignation of Mr. Wool left a vacancy on the Board of Directors and that nominations were in order for the election of a Director effec- tive July 1, 1953. Thereupon, Mr. Peak nominated Mr. Fred Walson as Director and Mr. Hopewell seconded the nomination, and a vote being taken, Mr. Walson was elected a Director of the Company effective July 1, 1953, all voting in favor thereof. The Chairman then appointed Mr. Gruber and Mr. Temple as a Committee to invite Mr. Walson into the meeting, and Mr. Walson thereupon entered the meeting. The Chairman then stated that the resignation of Mr. Wool as Director had also caused a vacancy on the Executive Committee and stated he recommended that Mr. Fred Walson, a Director of the Company, be appointed a member to fill said vacancy. There- upon, On motion of Mr. Halley, seconded by Mr. Peak, Mr. Fred Walson was appointed a member of said Executive Committee, all voting in favor thereof except Mr. Walson, who did not vote. On motion of Mr. Temple, seconded by Mr. Gruber, it was unanimously RESOLVED: That the increase in salary of Fred M. Walson fr( the rate of $13,100. to $16,000., effective July 1, 1953, be and the same hereby is in all respects approved, ratified and confir The Chairman stated to the meeting that the By-laws of the Company prov ide f or f ive V ice Pres idents and W ith Mr. .Woo1 's res ignation the number of Vice Presidents was brought down to four. ~ He further stated that nominations were therefore in order for ~ the election of a Vice President to fill the vacancy that would .1 exist July 1, 1953. Thereupon, Mr. Halley nominated Mr. Alden 0 James for the office of Vice President, and Mr. Gruber seconded ~ the nomination, and a vote being taken, Mr. James was elected a C!t Vice President of the Company effective July 1, 1953, all:votin

0 74 in favor thereof except Mr. James, who did not vote. The Chairman stated to the meeting that for some years the compensation for the office of Vice President had been fixed at $36,000 per annum and that he recommended that Mr. James' com- pensation, effective July 1, 1953, be fixed at the rate of $36,000 per annum. Thereupon, On motion of Mr. Hopewell, seconded by Mr. Temple, it was unanimously (Mr. James not voting) RESOLVED: That the salary of Mr. Alden James as Vice President of the Company be and the same hereby is fixed at the rate of $36,000 per annum, effective July 1, 1953. ` The Chairman stated to the meeting that the resignation of Mr. Wool as Secretary left that office vacant and that nominations were in order for the election of a Secretary to fill the vacancy that would exist July 1, 1953. Thereupon, Mr. Kent nominated Miss Anna F. Woessner for the office of Secretary and Mr. Hopewell seconded the nomination, and a vote being taken, Miss Anna F. Woessner was elected Secretary of the Company, effective July 1, 1953. The Secretary was thereupon sworn for the faithful performance of her duties and said oath was directed to be filed with the minutes of this meeting. Mr. Halley stated to the meeting that in his opinion the compensation of the Secretary should be fixed at $7500. per annum, to be effective July 1, 1953. Thereupon, On motion of Mr. Gruber, seconded by Mr. Hopewell, it was unanimously RESOLVED: That the salary of Miss Anna F. Woessner as Secretary of the Company be and the same hereby is fixed at the rate of $7500. per annum, effective July 1, 1953. At the request of Mr. Kent, the Secretary read to the meeting memorandum dated June 17, 1953, from Mr. H. F. Temple recommending that the Sales Promotion Budget for OLD GOLD Cigarettes for 1953 in the sum of $2,775,000.00, which was approved by the Board of Directors on October 15, 1952, be increased by the sum of $590,879. in order to cover additional expenses in connection with the intro- duction of the king-size OLD GOLD Cigarette. Thereupon, after full discussion , 0 On mot ion of l~r. . James, seconded by 1[r . Hopewel l, it was /+ unanimously 11 O RESOLVED: That the Sales Promotion Budget for OLD GOLD t,~p Cigarettes for the year 1953, calling for an expenditure of 07 approximately $2,775,000.00, which was approved at a meeting of the Board of Directors held on October 15, 1952,- be and the same is hereby amended so as to increase the previous authorization by $590,879, resulting in a total budget of $3,365,879., subject to the review of the Board periodically during the year.

On notion duly made and seconded, the neeting adjourned. 75 Assistant Secretary