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80 September 16, 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.: W. J. Halley F. Hopewell I. H. Peak J. J. Blacknall L. Gruber D. A. Henderson A. James M. E. Dawley F. M. Walson H. B. Parmele H. F. Temple Anna F. Woessner, Secretary In the absence of the Chairman of the Board, Mr. Halley, President, presided and the 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 Section 2 of Article IV of the By-laws permitted the Directors to elect such other officers and define their powers and duties as the Directors might determine. He stated that in his opinion the Board should create the office of Counsel and should elect two persons to that office, namely, Mr. Freeman J. Daniels and Mr. Thomas L. Perkins, both partners in the firm of Perkins, Daniels & Perkins, General Counsel of the Company, and that their duties should be advising with the officers and employees of the Company on all legal matters relat- ing to the Company's affairs. Thereupon, On motion of Mr. Hopewell, seconded by Mr. Henderson, it was unanimously RESOLVED: That there be, and there hereby is, created the office of Counsel, to which office this Board may from time to time at its pleasure elect not more than two persons; and FURTHER RESOLVED: That the duties of the office of Counsel be those of advising with the officers and employees of this Company on all legal matters pertaining to the affairs of this Company. Thereupon, Mr. Hopewell nominated Mr. Freeman J. Daniels to the office of Counsel, Mr. Henderson seconded the nomination and Mr. Daniels was unanimously elected Counsel of the Company to serve until his successor is duly elected and qualified. Thereupon, Mr. Hopewell nominated Mr. Thomas L. Perkins to the office of Counsel, Mr. Henderson seconded the nomination and Mr. Perkins was unanimously elected Counsel of the Company to serve until his successor is duly elected and qualified. Mr. Halley stated to the meeting that by resolution of the

81 Board adopted at a meeting held January 18, 1950, the number of members of the Executive Committee had been fixed at nine, and that in his opinion it was now desirable to increase the number of members toten. Thereupon, On motion of Mr. Henderson,-seconded by Mr. James, the follow- ing preambles and resolution were unanimously adopted: WHEREAS, Article XIII of the By-laws of the Company authorizes the Board of Directors from time to time to appoint from among their members an Executive Committee which shall consist of not less than five nor more than eleven Directors; and WHEREAS, the Board of Directors by resolution adopted January 18, 1950, fixed the number of members of said Executive Committee at nine; NOW, THEREFORE, BE IT RESOLVED: That the number of members of the Executive Committee be and it hereby is fixed at ten during the pleasure of this Board. Mr. Halley recommended that Mr. Harold F. Temple be appointe a member of the Executive Committee to bring the membership up to ten. Thereupon, On motion of Mr. Gruber, seconded by Mr. Hopewell, Mr. Harolc Temple was appointed a member of the Executive Committee, all vot: in favor thereof except Mr. Temple, who did not vote. At the request of Mr. Halley, the Secretary read to the meet memorandum dated September 15, 1953, from Mr. Alden James, Direct of Advertising, recommending that the Advertising Budget for OLD GOLD Cigarettes for 1953, which was approved by the Board of Directors on October 15, 1952, be increased by the,sum of $600,0( in order to cover additional newspaper advertising of OLD GOLD Cigarettes during the Fall of 1953. Thereupon, after full dis- F 4 cussion, On motion of Mr. Henderson, seconded by Mr. Hopewell, it wa unanimously 4 RESOLVED: That the Advertising Budget for OLD GOLD Cibarei for 1953, which was approved at a meeting of the Board of Direc• held on October 15,1952, be and the same is hereby amended so a; increase the previous authorization by $600,000., subject to th view of the Board periodically during the year. On motion duly made and seconded, the meeting adjourned. Secretary q