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SALARY SCHEDULE OF T1HS OFFICERS OF P. LORIL,LARD COMPANY ELECTID BY'THE BOARD OF DIRECTORS., CH AIRktAN OF THE, BOARD. This office was created in! March 1942 and.the only occupant, Mr. George H. Hummel, who was Vice-President and Director of the Company from.1911 to 1940, and. President and Director from 1940 to 1942,. received J20„000. for the year in which he occupied that office. Mr. Hummel.has been re-elected for another year. PRSSIDis'NP.. Since the incorporation of'the: Cbmpany in 1911 there have been five Presidents, who have held office for the following terms•, The first from 1911 to 1924;: the second from 1924 to 1937; the third from 1937 to 1940; the fourth from 1940 to. 1942;, and the fifth from 1942' unt11l the present time. The compensation of'the Presidents hae.been as follows: 1911 thru 1912 ,y30,000. per year 1913'thru 1917 40,000. per year 1918 thru 1924 60,000. per year 1925.thru 1930 36,00G. per year 1931 thru 1933 60,000. per year 1934 thru 1936 (9 months: of 1937) 50;000. per year 1938 thru.19:39 ('incl. 3 months of 1937) 30,000. per year 1940 thru 1941 40,000'. per year 1942 3'0,000!. per year From the above it will be seen.that the:starting salaries of'the various Presidents has been between 430,000. and $40,000. per year, and that those two.PresicLent,s who have remained in office for any length.of time have been therea£ter increased to a maximum salary of ,160„000. per year. The third and fourth.men t.o occupy'the office were bot:h over seventy years of age. when elected to the position, and each held the office for only a 88111940

OFFICE OF COMMISSIONER OF'INTERNAL.REVENUE /AGRE9, REAT Tl I HEAD. NEW.YORK OFFICE1. SALMRY STABILIZATION UNIT , ANGRFfER:Td0.:1J'SU.SN1 HViF TR'EASURI' DER'ART141EfV1f BUREAU OF INTERNAL REVENUE SALARYSTABILIZATION.l1NIT 253 BROADWAY NEW YoaK, N. Y'. JUL 2 '943 P... Larillardl Companyr,, c/oPerkins, Deniels. & Perkins,Esqs. 30 Rockefeller Plaza New, York, N. Y. Sirs: Attentiona, Mr. T. L. Perkins, Assistant Secretary Reference is um.db to the appSicaticnidated Apri1,14th, 1943,, sigaed by~your Assistant Secretary, T. L. Perkins.. Please be informedithat your apalics:tion as made is not approved. Approval is given, however, to: adjustment in salary rates in accordance with the.following schedulem. Name and Position Presert Amount Sb:lary Rate. Salary Applied For Approved Herewithh - r/- .. 71 $30,000. Herbert A. Kent., Presid'enti George D. YPhitefiesd, 440.,000. 034,500 Executive Vice Pres. 25,c00 30'.,000'~ 28,750 Edgar S. Bowling, Vice Pres. 25,000 30~.,000~ 28.,750 Todd Wool, Vice President and Secretary 20,000 25,000 23,000 Williem J. Healiey, Vice Pras. and Treasurer 18,000. 25,000 20,,700 J. Strother Freeme.n, Vice Ptes. 20,000. 25,000 23,000 F. H, yYeiske, Cashier 7,250' 7,750 7,750 James' T.. Keel, hSgr,. Leaf' Dept. 18,000~ 20~~,000'. 20~~,000 R. R. Patterson,. Mgr. Leaf Dept. 18,000 20.,000. - 20,000 (zi Oa' A I.. H., Peak, 1['gr. and Director 12,000 15,000~ 13,800 i- 64 Jeuses,. A.. Glascock, kPgr. 16,000 18,000 18,000 MA Frank Hopewell, Sales hfgr. 18,000 20,000 20.,000 CD Harold F.Temple, Asst.. Sales Mgr. 11,000 12 ,5o0. 12,500 O

3 SECRLT'ARY and T'FtFAS[IRCR. These offices were originally held by the same man, who received 415:,A00. per year in 1912, was thereafter increased first to :$18,,000. per year and then to J20,000. per year which. he received' until his retirement in 1924. The offices were then split and a Secretary elected!at a compensation of':p'8,500f per year and a Trea,s- urer at a compensation of 07,000. per year. Since that time there have been two other Secretaries„ one elected in 1927 at a salary of *P10,000i. per year and thereafter increased to A5,000. per year which he was re- ceiving at the time of his retirement in 1937. The other was electedl at a starting,salary of 43,500. per year and thereafter increased to #18,000. per year which he was.receiving in 1941, at which time he was elected Vice President and has since filled both offices.. The compensa- tion of the Treasurer was gradually increased to a maximum of4Il2,000.. in 1934 when he was electe& Vice President end continued to hold both offices until his retirement iin 1941. His,succassor also holds both the office oS Vice President and Treasurer„ as we11 as that of Comptroller. ASSIISTAbfl"' SECR'aTARY and. Az;SISTAPSC TREeL4UR,ER'. Since 1928 this combined office has been occupied by one man, who started at .>4„500. per year ands has been.increased until he is now receiving,410,000. per year. He has no duties as Assistant Treasurer but has that title purely for purposes of signing,documents in the Treasurer's:absence. In addition, the Company in 1941 elected an additional Assistant Secretary at a salary of'0~b.,000. per year, which was later increased to 47,000. per year, the present compemsation. 8811134'2

F 2 very short tine,, so that no history of increasss was established as to them. Mr. Herbert a. Kent., who was first elected President in March 1942',, has been re-elected to that office for another yoar. VICE ,'HEHTOia7P:i. The By-Laws of the Company call for five Vice Presidents, and' with a few exeeptions due to temporary circustetances.the Company has had five Vice Presidents at all times; , Of'the original Vice Presidents one received ~;20,000. per year and f'our received 115y,000. per year for 1912; All were increased to :?25,000.. per year in 1913'and to $3'6„000.. per year in 1918. Si'nce thnt time, the Vice lresidents have been started at various salary rates ranging from.a minimum of' y17,o00. per year (with the exception of one Vice President wh:o was started at 414,000. per year and' increased to 41$,000. per year the next year), and the maxi- mum of 436,000. per year. :iince 1930 six new Vice Presidents have been. elected at starting salaries ranging from 417,000. per year (with the one exception above noted) to j25,000. per year. The maxiisum,compensation attained by Vice Presiidents.during,both of the above periods was ~36,000. per year. The Conpany in 1942 had five Vice Presidents, as follows: Mr. Oeorg,e ID. Vlhitefieldi, u:cecutive Vice President. Mr. 3Hgar S. Bowling, Leaf and Manufacturing, LIr. J. S. Freeman, Manufacturing Mr. Yd. J. Halley, Vice President, Treasurer and Comptroller Mr. Todd Wool, Vice Presid'ent.and Secretary. All are Directors of the Company, and all have been.re-elected for an- other year. 88111.,y95

124 On motion of'Mr. Keel„ secondedi by Mr.. Glascook, (Mr. Halley not voting), it was RF•SOLVED: That,the salary of. W.J. Halley, Vice-President) Treasurer, an&Director of'the Company, be and the same hereby is fixed at,the rate of $20,700 per annum, effective March 10, 1943. On motion of Mr. Peak, seconded by Mr. Bowling, it was unanimously R'ESOLVED: That the salary of J. Strother Freeman, Vice-President and Director of the Company, be,and the same,hereby is.fixed at.the rate of $23,000 per annum, effective March 10, 1943. On motion of Mr. Bowling,, seconded by Mr. Whditefield, it was nnani'.•+nusly* RESOLVED: That the salary of F.H. Weiske, Cashier of the Company, be and the same hereby is fixed at the rate of $7,750 per annum, effective March 10, 1943. On motion of Mr. Glascock, seconded byr Mr„ Whitefield,, (Mr. Keel not voting), it was RESOLVED: That the salary of J.T. Keel, Leaf'Department Manager and Director of the Company, be and the same hereby is.fixed at the rate of $201,000 per annum, effective March 10, 1943. On motion of Mr. Bowling,, seconded by Mr. Keel,, it:was unanimously RFSOLVED: That the salary of R.R: Patterson, Manager of the Danville Leaf Department,. be and the same hereby is fixed at the rate of $20,000 per annum, effective March 10'.,1943. On motion of Mr. Keel, seconded by Mr.Whitefield, (Mr. Peak not voting), it wasRESOLVED: That the salary of I.H. Peak,Menmger of the Kentucky Leaf Dept. and Director of the Company, be and the same hereby is fixed at the rate of 413,800 per annumy effective March 10„ 1943. On motion of Mr. Temple, seconded by Mr. Bowling, (Mr. Glascock not voting), it was " RE.SOLVED: That the salary'of J.A. G7ascock„ Manager of the Whitlock. Branch and Director of the Company, be and!the same hereby is fixed at the rate of $18k0000 per annum, effective March 10, 1943. On motion.of Mr. Halley, seconded by Mr. Keel, (Mr..Hopewell not voting), it.was RESOLREDI: That the salary of Frqnk Hopewell, Sa1es Manager and Director of the Compaqq, be and.the same hereby isfixed at the rate of $20,000 per annum, effective March 10, 1943• on motioa of Mr.. Bowling, seconded.byr Mr. Glascock, (Mr. Temple not I,~y voting), it wae k+ O+ RESOLVED:~ That the salary of H,.F. Templey Assistant Sales Manager and ~ Director of the Company, be and the same hereby is fixed at the rate of CD, $12,500 per annum, effective March 10,, 1943.

( SALIIRY SCTLiDTTLIi OF THL OFFICERS OF P. LORZLLE,ItD CO?,iPAPI7C ELLTCTF.D IIY THE IIOt+,RD' 0F' DIRBCTORS. CHAIRMAN OF THE HOARD'. This office was created in March 1942 and the only oocupant, Mr. George H. Hummel, who was Vice-President and Director of the Company from 1911 to: 1940, and President and :3irector from 1940 to 1942, received ~201,00!0.for the year in which he occupied that office:. Mr. Hummel has been re-elected'for another year. PRisSIi7IM. Since the iircorporation of the Company in 1911 there have been five.Yresidents, who have held office for the following terms; The first from 1911 to 1924; the second from 1924 to 1937; thee third from 1937 to 1940; the fourth from 1940 to 1942; and'ttie fifth from 1942 until the present time. T'he compensation of the Prasidents has been as follomrs: 1911 thru 1912 430,000. . per year 1913 thru 1917 40,000. per year 1918 thru 1924 60„00G. per year 1925 thru,1930 36„000'. per year 1931 thru 1933. 60,000. per year 1934 thru 1936 (9 months of 1937) g0;000'- per year 1938 thru,1939 (inal. 3 months of 1937) 30„000. per year 1940 thru 1941 40,U00. per year 1942 30,,000. per year From the above it will be seen that the starting sasaries of the various Presidents has.been between 430,000. and 440,000'. per year, and that those two Presidents who have remained in office for any length of time have been thereafter increased to a maximum salary of ~60,000. per year. The third and fourth men to occupy the offiae were both over seventy years of age when elected'to the position, and each held the office for only a 88111944

6 These proposed isicreesses would not appreoiably inorease the level of aosts of the Compnny"s businee» nor the percentage oC the total pasr-roll of sakaries SsY excess of 1'?5,CCa. per year. We feel that all of ttte atiove proposed increases are in scoordance with the ertablished policy o£ the Companyt an<t there- pore in aooord+anoe with the provisions of :3eot•ion 1002.14 anct wy cot require the prior a;+p,roval: of your Unit. However, in. view of the penslties provided for in the Law and Regulations we would agprecUta reaeiviag fross you a ruling to the effeott that no ap- proval is required or, if your approval is reqWired, a ruling froau you granting to us the requS~:redd approval. Very truly you.rs,. PMUKlti;i,, 17WiTad3' & cMiiIb7t3 HY T. L. PHittCadB tleing duly sworn, deposes and. s4ys that tie is a partner of the hw firm of. Perkins, Daniels & Perkins, oerneral Counsel for 11. Lori2lard Company, and t2at he Ls Assist- .nt 3eoretnry of P. r.orillard. Company, theit the facts aontxined in the foregoing statement wr,re taken from the records of P, Lorill.ard Company and are correot to the best of his knovllodge an3 bellef. !', L .. 9ubsaribed and sworn to bexa!re ma this 14th day oi aprli, 1943. ' EDVx/IPJI F~. M'~..AJER.~, r~ o re! ^,, F. rn, A,: E R Q ~ . Y. f,~. C::, s.Pi;.. 791, Fl. A'.c N Comrr.issian Expires8."arch 3C„1eJS CQ w

April 14, 19bY. tfr. Charles A. ;?ratae, Head', Nev+ York Office., ;islary Stabll.izetion Unit, No. 253. Broadway, [:e•ar York City. In re Y'. Lorillard Company Your reference: C:~:3U:HYa!7:L Dear Sir: Referring to, our letter of kfarch 24th and your rep]:y of April lst, me hereby request your approval of the followina proposed' salary inareases, all of wn4.ch we laelievs are inaccord- anee with the salary policy of' R. LoriZlard Compazyy ecn esteblished by the records of tLnt Coct,7aay. ihe, Gomp+,n,y is euguged in, the rAanuYaoture ani sale:e oftobaeao products, ita chief brands being "01d Gold" and "Beech- Nut" cigarettes, "Union Leader" "Nrieads" and "9riggs" smoYing tobacco.,. "Beech-Nut" scrap.ohewing tobacco and numerous other cigarette, cigar and tobacco products. It is inoorporeted under the laws of the State of' New 3eraey„ with ita prineipai. oQ.'Sice at 119 Wesfii 40th v"treet Ne7ve York City,, and fnctories and branches at Jersey City, N.J., idchnond, Vd.,,Fbiddletown, Ohio, LouisvilYe,Ry. ani several other places. No changes have been madel in the type of products sold since Junuary 1at, 19b1.,9 but its volume of buai- nesa has Increased by about thirty pereent.aince that dato. only about four percent. of its total output is sold to the United ^atates Oovernmant or any' or it:s aBencies. The', increase in volume is due in large measure to the.greatly increased oivilian demand for its "O1di Gold" brand of c.igarettee. :sYos of this brand have more then.doubled in the last, twelve months as oospared.to an in- crea.se oS'about fifteaas percent. in the cigarette industry as a whole.. ':hSs ifsrge volume of business, toFethcr with the mrur+-pcnver and other shortcxges created by the war heve greatly inereased the duties, problems and reepaabsibllities of the oi'ficers and bey per- sonnel of the Compeny.. It Is on.aeoount.of these inereased duties, as well as in line with its established policy of'reuarding znerl- torious service by increases fram time to.time that the Comr.!antn fesla that the proposed increases should be given ct this time. It is desired.to tuakee these: inereasea effective as of March 10, 1943'. 8$su fJaz

July 16,.1943' 123 ' A regular meeting of the Board of Directors of P. Lorillard Company was held today at the office of the Company, 119 eest 40th Street, New York City. There were.present Messrs..: C'. H. Hummel G. E. W. J. D. S. J. T. Whitefield'. Bowling Halley Keel F. Hopewell H. F. Temple J. A. Glascock I. H. Peak T. L. Perkins, Asst. Secty. Mr. Hummel, Chairman, presided and the Assistant Secretary acted as Secretary of the meeting. On mot3,on duly made and seconded,. the reading of the minutes of the previous meeting was dispensed with. On motion of Mr. Hopewell, seconded by M'r. Temple,, the follorring,advertising expenditures were in all respects. approved, ratified,, and confirmed: Estimates of J. Walter Thompson Gompaz~y as follows: #147 dated July 6,,19l,;3'. covering,play-tiy-play broadcasts over Station WHm'y New York City, of football games of the New York Football Giantst during the 1943 season,, sponsored by OLD GOLD Cigarettes, at at cost of $29,002.50. . #109 Supplement C dated July 8, 196;.3' covering radio advertising of OLD GOLD Cigar- ettes as therein set out„ June 28 through Septembsr 26, 1943, at a cost of $11„ 950. #128 Supplement I dated July 8, 1943 covering newspaper advertising of OLD GOLU Cigarettes,,Auguat 1 through September 25, 1943, at' a cost of $425,771.98'. On motion of Mr. Halley, seconded by Mr. Whitefield, it was unanimously HESOLVED: That the salary of H.A. Kent, President.and Director of the Company, be andthe same hereby is.fioced at the rate of $3G,500 per annum, effective March 10 1943. was On motion of Mr. Peak; seconded by lflr. Temple, (Mr. Whitefield not voting)i,, it RESOLVED: That the salary of G.D.. Whitefield, Esecutive Vice-president and Director of the Company, be and the same hereby is fixed at.the rate of t28,750 per annwn, effective lCarch. 10,,194:3. On motion of Mr. Temple,,seconded by Mr. Whitefield, (M'r.Howling, not voting)',,, it was HESOLVED; That the salary of E.S. Bowling, Yice:-President and Director of theCampany,, be and the same hereby is fixedi at.the rate of $28',750.per annum, effective March lo.,, 191t3 • On motion of Mr. Hal].ey,, seconded by Mr. Wh3itefield!, it was umanimously RESOLVED: THat the salary of Todd.Wool,Vice-President„ Secretary, and Director of thelCompany, be and the same hereby is fixed at the rate of'$23,000 per annum, effective March 10, 1943.. 887i1~ ~28

2 The Couapany employs approximately 7,0001persona. The place oY work o4 the eatploye®s listed below is 119 west 40th. Street, New York City,, unless oth.erwise noted.1. Pres,4desV. Mr. Herbert it. r,ent., whose residence is. 73ronx- ville~, N. ~.., in t e i°residont of' tlte Com,•,~ny„ hnd the owaer of 1000 ahaaes of its eor•anon stock. He hess been In the. employ of the C.o:apany for over 20 yours, being connected with the 3a.l.es ne- pertsssnt. He was elected Vice-President and Director in March 1940 at' an annual salc+ry of u20,000. This was increased to i~z5,000. per year In Mareh 1941. lie was elaetedd i•resirlent in Wrch 1942 ut an annual salary of .330,000. The summary of the compensation of pre- oious Presidents of' the Company as sot fortta in the meworansluam at- taohed to our letter of Murah;24th shows that it is the. policy of this Comiaay to increezse the oompensutionof Presidents by subetan- tialamounts until compensation of 360,000. per year has been at- tsined. In line with this estahlished policy it is propoead to in- crease the caaspmnsation of Mr. Y'nnt fron a30y000. perr }oesr to ;)t„0,000. per year, and your approval of that Inaroase is requested. 2. Viee-x"'res.idents'. Tuae records of the Company as set forth in the r~moran um s a ed to our lottar of March 24th show that it ie the policy of this Corspany to increase the compensation of Vice- Presidenta;in substantial esuounts until the aa:axiwum of'd36,000. per year has been reached. The Coctpany has at present five Vioe-Presf- dents, and a suczrary of' their past conneation with anci ooupeuuation from the e.oLapuny and the proposed increase is set forth below. (a). Mr. GeorpSe. :). 'rdhitefield, the kxeoutive Vice-president of the Company, resides at 1?ompton Il.ukes M.J. and owns 1000 shares of the cammon atock of the Company. Fte Ia In oharga of and responsible for the pasrohase, processing and blending of all leaf tobaeco, aad In ohairmsn of the Coramittes on Manufacture which haa general super- vision of all.menufaoturing. He has been with the Company for orer 20 years, was eleoted u Director In 1935 ut a salary of ¢23,500'. per year, and Vice-hresictent in 1937 at,n salary of 420,000. per year.. In 1939' his compensation was in.creased to 421,000. per year, and in 1940 to w25,0001- per yaar, which rate he is still reoeiving. In ao- oordance with the estab2lshed' policy of the; Comhan}r itis'propoaed' to increase :dr. Whitefiold's compensation nrom. 325,U00~- per year to t30,000- per year, anci your approval of this. increase is requested. (b) Mr. Edgar :i. :3rnrtling, resides ert ?3ronxvilSe,, ld.Y., an.1 is the owner aP' 3000 shares of' the comsaan stock of the Company. Mr. f3owling, has hnd large experience in the purcherse;oP leaf tobacco end' the manufacture of tobacco produats, having been connected with the Hritish-Immerioan i`obaceo CoMvany for u, number of' years. IIe first became conneotetl with I. Lorillard. Company in 1935 .wwhen he weis elected 88111933