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82 March.4, 1942 An,adjourned meeting of' the Board of Directors of P. Lorillardi Company was held today at the.office of the Company,, 119 West 40th Street,, New York City, at 11 o'clock A.M. There were present plessrs.s G. H. Hummel G. D. Whitefield E. S. Bowling H. A. Kent W. J. Halley J. J. Driscoll J. S. Freeman J. T. Keel F. Hopewell J. A. Glascock Todd Wool On motion duly made and seconded, the reading of the minutes of ' the previous meeting was dispensed with. nmanimously On motion of Mr. Keel, seconded by Mr. Driscoll, it was RFSCLTlED: That a dividend of'$1.75 per share on the Preferred Stock of this Company be and it hereby is declared payable April 1, 1942'to stockholders of record at the close of business March 16, 1942. nnani mn7ys]y Cn motiion of'Mr:. Freeman, seconded by Mr. Whitefield„ it was. RESOLVED: That an interim dividend of 25# per share on the: outstanding Common Stock of this Company be and it hereby is declared payable April 1, 1942 to stockholders of record at the close of businessMarch,16, 1942. umanimomsly On motion of' Mr. Halleyr„ seconded byr Mr. Bowl3ing,, it was RESCLVED: That the Transfer Books of the Registered Seven Per Cent Bonds of this Company shall be closed at three. o'c]:ock P'.M. March 16, 1942, for the payment,of interest thereon,, due April 1,, 1942, andishall, be reopened,at ten o'clock A.M.. April 2, 1942., imanimonsl,y On motion of Mr.: Fneeman, secondedbyr M'r. Bo+rlingy, it was RESCLVED: That Section 1 of Article III of the By-1aws of the Company reading as follows: "Section 1. Regular meetings of the Directors shall be held at the office of' the Directors in the City of New York at 11 o'clock in the forenoon on the Friday following the third Thursday in each month. Special meetings may be held as detexmined by theiDirectors, and may be called by the. President.at aoy time and shall be called. by him on the request of' three Directors.", b&and the same hereby is amended so as to read as follows: "Section 1. Regular meetings of the Directors shall be,held at the office of the Directors in the City of New York at 11 o'clock in the forenoon on the Friday following the. third Thursday in each

84 of.th® Bdard-of'.Directors<and the President of the Corporation. The Chairman of the Boeird'of Directors shall preside,at all meetings of said:Committee and in his absence the President shall preside at such meetinga. In the absence of the Chairman and the President, the Committee shall elect any one of its members present Chairman, who shall preside at such meeting;. The Secretary of'the Company shall bee the Secretary of the said Committee and keep.records of'its proceed- ings.. 9n Assistant Secretary of the Company shall act as Secretary of the said Committee.in the absence of the Secretary and in the ab- sence of the Secretary and the Assistant Secretaries, the Committee shall designate the Acting Secretary for the meeting."' unanimously On motion of Mr. Driscoll, secondedby Mr. Bowling, it was RESOLVED: That Section 3 of Article S7[III of the By-laws of the Company, reading as follows: "Section 3. Regular meetings of' theExecutive Committee sha71 be held at: the office of the Directors in the City of New York on Wednesday in each week at eleven o"alock in the morning. Special meetings may be held as determined by the Committee, and may be called by the President of the Corporation at any time and sha11 be ealled by him on the request of three members of said Committee.",, be and the same hereby is amended so as to read as folloxsr. "Section.3'. Regular meetiings of the Fbcecutive Committee shall be held at.the,office of the Directors in the City of New York on Wednesday in eachh.week.at eleven o'clock in thelmorndng,. Special meetings may be held as determined by the.Committee, and may be called by the Chairman,of the Board of Directors or by the Presi- dent of the Corporation at any time and shall be called by one off themon the request of three members of said Committee.P on motion of D[r. Keel, seconded by Mr. Halley, the fo 'iowing advertising expenditures were in alll respects approved, ratified, and confirmed~ Estimate #36 of Lennea & Mitchell Inc. dated February 20,, 19,42'covering radio advertising of'BEECH-NUT Cigarettes over Station 11HN, New,York City, March 16 through June 12, 1942, at a cost of $14,680.25. . Estimate #37 ofLennen & Mitchell Inc. dated February 20, 1942 covering radio advertising of MURIEL Cigars over Station WBNY, Buffalo, N.Y., March 23 throiuh June 22, 1942, at a cost of $390. Estimate #38 of' Lennen & Mitchell Inc.. dated February 24, 1942 covering advertising of BRIGGS Smoking Tobacco~ in the Nassau Sovereign, publication of Primceton IIniiversity,, at a cost of' $102.24. dontract dated February 20, 1942'for a page advertisement of Company pro- ducts.in souvenir program to be published in connection with the Third Annual Dinner & Danca of the 8hode Island Tobacco. Association„ Providence, R.I.,. at a cost of $100. On motion duly made and seconded, the meeting adjourned. Secretary

month. Special meetings may be held as. determined by the Directors, and.may be called by the Chairman of the Board of Directors or by the President at any time and shall be called by one of them on the. re- quest of three Directors." 83 On motion of Mr. Whitefield, seconded by Mr. Bowling, it was unanimously RESOLVED: That Section 1 of Article IV of the:B}n-laws of the Company, reading.as follows: "Section 1. The Directors shall annually choose from their own number a President and five Vice-Presidents, and' shall annuallq choose a Secretary andiTreasurer~ who~need not be Directors.", be and the same hereby is amended so as to read.as follows: "Section.1. The Directors shall annually choose from their own.members a Chairman of the Board of Directors, a President, and five Vice- Presidents, and shall annua]L13+ choose aSearetaryr and a 1reas'erer,, who need not be Directors." On motion of'lllr. Bowling,, seconded by Mr. Driscoll, it was unanimously RB.SOLVED: That Section 7 of Article IV of the By'!-laws.of the: Company, reading as follows: "Seo. 7. The President shall preside at the meetings of Directoray, and shall have the management of the compaty's affairs,, subject to the control of the Directors.", be and the same hereby is amended so as to.read as foIllows: "Sec. 7 A. The Chairman of the Board of Directors shalll preside at the meetings of Diarectors, shalll advise with the President:and other Officers in the management of the Company''s affairs and shall perform: such other duties as the Board of Directors fAom.time to time mQy'direct. B. The Presidentshall have the management of the Company's affairs, subject to the control.of the Directors, and shall preside at the meetings of'the,Directors in the absence of the Chairman." On motion of Yr.. Dri,scoll, seconded by Mr. Keel, it was unanimousllyr HF60LVFIl):. That Section 2 of Article %III of the Bp-]Laws of' the Compaqy, reading as follows: "Section 2. The Executive Committee shall consist:of not less than five (5) nor more than eleven (7L1) Directors, one of whom shall be the President of' the Corporation, who shall preside at all meetings of said Committee.: Imthe absence of the President the Committee shall elect any one of its'members present:Chalrman, who sha11 pre- side at such meeting. The Secretary of the Company shall be the~ Secretary of the said Committee and keep records of its proceedings. The.Assistant Secretary of the Company shall act as Secretary of the said Committee in the,absence of the Secretary and in the absence of' the Secretary and the Assistant Secretary the Committee shall desig- nate an Acting Secretary for the: meeting.", be and the same hereby is. amended so as to read as follows: "Section 2. The Executive Committee shall consist of' not less than five (5)'nor more than eleven (11) Directors, includBing, the Chairman