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61 NOW,, THEEtEFORE„ BE IT.RESOL4TED: That the agreement dated April 8~, 1'9411and made.as of.Narch 1, 1941, between this Compar{y andiEcus:ta Paper Corporation, a. Delaware Corporation,, providing for said loan of $500,000 on the terms and condi- tions therein set forth„ is hereby ratified,confirmed and approved in all respects and said.agkeement dated April 8, 1941, made as of March 1,. 1941, and the nego- tiable,, promissory notes issued or to be issued thereunder, shall be substituted for and stand and be in lieu and in place of the agreement dated September 25, 19'40' between this Company and Ecuusta Paper Corporation andthe notes issued,or to be issued thereunder; RESOi.QED FURTHER: That the proper Officers of this Company are hereby authorized andidirected to execute said agpeement,dated April 8, 1941, made as of March 1,, 191;1„ with Ecusta Paper Corporation, and.to do any and all things that may be necessary or qdNisable:to perform the terms thereof. On motion, duly made and seconded, the meeting,adjourned to meet Friday,. April 18, 1941,. at three o'clock.P:k. ~ /V?aO'C Secretary

April 16,, 194u 591 A regular meeting of the Board of Directors of P. Lorillard Company was held today at the office of the Company, 119 West !',0th~ Street, New York City.. There were present Messrs.; G..R.Hummel C« D., Whitefield' E. S. Bowling H.. A.gent W. J.Halley J. J.Driscoll J. S., Preeman J. A., Glascock J. T..Beei Todd Wool On motion du]~yy made and seconded, the reading of the minutes of' the previous meeting was dispensed with. On motion of Mr. Whiitefield, seconded by Mr. Bowling, it was unanimously RESOLVED: That the proper Officers of this,Companpc are hereby authoriaedd to pay to Crawford, Middieton„ Milner & Seelbach, Attorneys at Law, of Louisville; Ey.,,the sum of $17,500'iin full payment for legal services rendered by said firm.to _ this Company from April 5, 1939 to.March 25,, 1941, in conneetioa with labor matters originating at the Company'~s.Niddletown, Ohio and Louisville, .i(y. plants, in- cluding litigation resulting therefromibrought by the National Labor RelationsBoard against this Company andithe proceedings brought.by thelBoard for the en- forcement of its orders in the United States Circuit Court of Appeals for thei Sixth Circuit atCincinnati, Ohio. On motion of Mr. Keel, seconded by Mr. Bowling, the following adver- tisiing expenditures were in all respects approved, ratified, and confirmed: Contract ds.ted April 3,. 1941 for a.full page advertisement of Company products in . the Almanac to be issued by the Retail Tobacco Dealers of America Inc. and display space att their Annual Convention and Tobacco Show to be held May 15. 16.and 17, 7194,1, at the Hotel Pennsylvania, New York City, at a cost of $1,5006 Contract dhted'Apri1 4, 1941 for a.half page OLD GOLD Cigarette advert3isement in the souvenir programito~be:published in eonnectioa with the Second Annual Banquet on April 27, 1941 of'the Cigarette Merchandisers Association of Massachusetts, at a cost of $125. Contract dhtediApril 8, 1941 for a page advertisement of Company products in pro- gram to.be published in connection with the Fifth Annual Dinner and,Dance on May 17, 1941,, of the National Association of Tobacco Distributors Inc., New Eng- landiDivision,, at.a costof'$500. Contract.dated.April,lOk 1941 covering advertising of OLD GOLD Cigarettes and FRIEND&Smoking Tobaeeo througli participation inn the 18th Annual Wattis Plan BSer- chandising Campaign conducted in the Philadelphia R'ecord,, Philadelphia, Pa., S'eptember 1941 to January 1942., at a cost of' $1,775. 8,811184,6 Estimates of Lennen & Mitchell Inc. as follows.- #373 dated April 2, 1941 covering radio advertising of SENSATION' Cigarettes over the New England Colonial Network, May 10 through August 2,, 1941, at a cost of $15, 692.30~ #374 dated,Apri1.8, 1941 covering radio advertising of MURIEL Senator Cigars over

0'0 Station WOV, New York City, for a period' of' thirteen weeks beginning April 21, 1941, at a,cost of $2,574. #375 dated,April 8,, 1941 covering newspaper adwertising of BEECH-NUT Cigar- ettes in Maryland, West Virginia, and District of Columbia, as therein set out, for a.period of tan weeks beginning April 14, 1941, at a cost of $8,799.67. #376 dated.April 10:, 1941 covering newspaper advertising of BEECH-NUT Cigar- ettes in Elmira,, N.Y., for a period of three weeks beginning,April 28,. 1941, at.a co,st of $137.30'. #377 dated April 10, 1941 for talent used for BEECH-NUT Cigarette annoLmce- ment at conc,llusion of Lawyer "Q"'radio programy for a period of thirteen weeks beginning April 8, 1941,, at a cost of $1306 Estimates of'J. Walter Thompson Compar~p as follows: #25 dated April 7, 1941 for anno:mcements in newspapers of California,, Oregon and.Washington, April 17 and.2Ly 1941, of the Tomuy Riggs Radio Show sponsored by OLD GOLD Cigarettes, at a cost of $985.44. #26, dated April 8, 1941 for four weeks' publicity eampaign in connection with the Tommy Riggs Radio Show sponsored by OLD GOLD Cigarettes, at a cost of $300. #29 dated April 9, 1941 for radio advertising of OLD GOLD Cigarettes over Station WBNS, Columbus, Ohio, April 21 through November 17, 1941, at a cost of' $8,610. less $5,415.50 representing saving due to cancellation of Biuckeye Four Program over Station 1HICC', Columbus (Est..J/7). The President stated tQ_the meeting that pursuant to resolution adopted'at a meeting,of the Board of Directors held on September 25, 1940, this Company entered into an agreement.dated September 25, 1940 with Ecusta Paper Corporation, a.Delaware Corporation, whereby this Company agreed to lend the said Eeusta Paper Corporation the sum.of Five Hundred Thousand Dollars ($500,000) in order that said eorporation might expend its. plant for the manufacture of cigarette paper on the.terms and conditions setforth therein and that.it was deemed advisable to amend said.agreement of' September 25, 1940 in certaimre- spects. Thereupon there was produced and read' to the. meeting proposed!substi- tute agreement.dated April 8,, 1941, made as. of'Harch 1, 1941, between this Com- paqy and Ecusta Paper Corporation, providing for said loan of $500,000 by'this Company to Ecusta Paper Corporation upon the terms and conditions set forth in said substitute agreement. Thereupon, after discussion, on motion of Mr. Bowling,, seconded by Mr. Halley, the following resolution was.unanimous]y adopted: WHERF.A6', pursuant to resolution adopted at a meeting of the Board of Directors held on September 25, 194UthisCompany enteredinto an agreement dated September 25, 1940 with Ecusta Paper Corporation, a De3aware..Corpora.- tion, providing for a loan by this Company to said Ecusta Paper Corporation of the sum of Five Hundred Thousand Dollars ($500,000) on the.terms and'con- ditions therein set.forth„ and WHEREAS, it is.desired to amendisaid agreement of September 25, 1940 in certain respects ando to that end to substitute in lieu and in place.of'the said agreement dgted September 25, 19401 and of any and, all negotiable, pro- missory notes.issued!orto.be.issued thereunder,, an.agreement dated.April'.8, 1941, made as.of March 1, 1941, between this Company and Ecusta,Paper Corpora- tion, providing for said loan of said $500,000 and any and all negotiable notes issued or to be issued thereunder, all as more fullp set forth in said agreement dated April 8, 1941, made as of March 1,, 1941, which agreement has been produced and read to this meeting;