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~(For use~only of Compiny. holding.meeting) Paerexxcn ..... ...... ............ ....... ............ ....Snnaas COMNON................................................ S11AM1P5 Rno11To drl wuCUI bp (bIeo~t'. 3PreSjEMmThat the. undersigned hereby constitutes, appoints;., and direat's HERBERT A., KENT (Ptesident), GEOxGED. WxrnEeIEIID(Executiue Vice-President), Wtu.tAt.u J. HALLEY (VicerPresident and Treasurer), and. TouD: Woor. (Vice-Presidentt andl Secretary), or any of them, in thee name, placeandl steadl of the undersigned,, too attend. as the attorneysandl agents off and forr thee undersigned, att the annual meetingof the stockholders. of' P. Lo2annRD~ ContrANY, a New Jersey Corporation, to be held'd on the 14th day of March, 1944, at elevem o'cl'oek in the forenoom at the office of the Corporation, Room 803:, 15Exchange. Place, Jersey City, N, J.,, as well asat.any and all adjournment or adjoumments of'such meeting and tovote as the pmxyof'the undersigned. thereat for the election of thiiteen (13)direRorsto holdd officeuntil . the next' followingannual meetingof stockholders or until their successors are electedd and qualified and, on. any resolution thatt may be submitted too a vote of the stockholders thereatt inn accordance with the noticee of said meeting dated February 7y 1944, receipt whereof' is.hereby acknowledged;.and for the transaction of'suck otEer.businessas may properlqcome before said meetingor any adjournment or ad'journments thereof, according.to~the:number of.votestheundersigned would be entitled to.cast if theni personally present, and: . too da: all sucht acts and thingg as may he necessary or proper ihn order too carry out the action taken by saidd meeting or anyadjournmenty or adjoucnment'a thereof, hereby giving to said attorneys and agents.or anyy off them, power to substitute another or others inn their or his stead and ratifying.g and confirming, alli that the attorneys and agents of' the under- signed, or any of them,r or any substitute or substitutes for anyy of them, may do byy virtue hereof. The undersigned specifies: the following,action which.he desires to be taken pursuant tohis.proxy at.said meeting and at anyadjournment or adjournmeptsthereofon Resolut'uonsNos: I and 2; described in the proxy statement, by indicating ih, . the places provided herein. whetherr hedesires his votes cast forr br against the proposesl resolutions:. ' -, , FOR THE. I{EiYSONSSTATED IN"THE PROX'Y' STATE2NENT THE -MANAGEMENT URGES YOU IN YOUR, OWN INTEREST AS-A STOCICIiOLDER'TOVOTE AGAINST RESOLUTIONS NOS. I. AND 2: .. .. RESOLUTION, NO. I FORL ................................: AGAINST:................................. .. ' .. .. RESOLUTIONNU~ 2FOR' ................................:..: AGAINST:...:............................. .. - UNLESS'~.OTHERWISE DIRECTED HEREIN-T`HE PROXY OR PROXIES APPOINTED HEREIN ARE AUTHOR'IZED~~ TO~~ VOTE AGAINST RESOLUTIONS'~. NOS. 1 AND 2~;, SET FORTH! IN''GHE, PROXY STATE•M'ENT.. WITH. RESPECT' TO~~ MA'TTERS NOT KNOWN~OR DETERMINED~. AT THE TIME~,OF'THE~,SOI:ICITATION HEREOF;. SAID~~ PROICV~ OR. PROXIESI ARE A'UTHORIZED~~ TO VOTE IN, . THEIR. DISCRETION. The~undersigned hereby revokes any proxy or proxies~ heretofore given to vote upon or.to: act with respect to.such~stock.. The~ undersigned hereby acknowledges~~ receipt of the~ "Notice of AnnuaOMeeting~of Stockholders" dated February 7;. 11944; the "Proxy Statement" and Annual. FinandaP Statement furnished therewith.. IN WITNESS~ WFIEREOF,. I have hereunto~set my hand~d and' seal this .......... ............ day. of'........................................, 1944'.. _ ............................................................................... (SEAL) (Stockhnltler shouldlsignl here). ~ . ~' QD ~ ~ ~ CQ ~ I

OPPOSITION OF MANIA'GEMENT TO. RESOLUTIIONS. TO. BE PROPOSED BY A STOCIDHOLDER.AT THE.ANNUAL MEETING Resolutions Numbers I and 2'2 too be proposedd by Mr. JamesFuller, which relate to verbatim. reeoeds and summary of pro- ceedings at annuall mectingss andd to auditors„ aree opposed by the ma.nagemenY.t for the followiog reasons; , RE9o[.unoNNutaseR 1'c. Mn. Fullti s statement in supportt of Resolution Number I names certain companie's whicHh he says follow the practicee he suggests and indicates that the expense has been very small. The managementt is advised thatt this prac- tice is not generally followed by corporations, however,. andd the cost might.. be considerable. This Company has over twenty-five thousand (25,000)) stockholders and if a larg4 numbec of them requested the verbatimmport inn addition toreceivingo the sum- mary tlree cost might be quito..largF. Had thiss practice been followed at the last two annual meetings the record would have been long and voluminous. The managementt doess not Eeell it is: tm the.besf ihterest of.the stockholders to expend theiri money for suchh apurpose, and: thereforee recomruendk thatl stockholders vote againstl Resolutiom Number 1. Rssot,unotr NusrseR 2:. This resolution is substantially the: same as a~ resolution submitted by Mt.. Full'er and disapproved. aetlm last annual.meetibg held',March 9;.1943. The auditors of the. Company since 1932havebeen. Deloitte,, Pleoder, Gciffiths. &Company,. of 49 Wall Street, New York, N:.Y.,, unquestionablyane off the.foremost and most highly respec0ed.fumsof independent public:aocountants.in, this country. Thisfirm.s is employed on a yearly. basis„ has full aaesss to all of'the books and recordsof the Companyanditssubsid'nriesy and.is continuallyconsulted',throughout the year regarding anyaccounting question which, mayarise. The accounting methodsof' the. Company' have beenn estabfished im full wnsultationn with.h thisfsrm and ia.n compiling, the annual statement the Company. con- sults andd advises with this firm, which in its certificate to thee annual statemenft reports that the statements. have been compiled inn conformity with generally aseptedaccountiogd principless applied.d on a basis consistenot with those of the preceding years, For years the annual statement, together with the auditors' report thereof, has been mailedd to the stodcholders withthe Notice oftlie Annual Meeting and eachstockholder hass therefore been put in aa position too askk questions with respectt to itjr either at' the annual meeting or otherwise. These methods of' handling accountingg and annual sta'tementss are,, in the opiniom of the msnagcment, in conformity with the proceduree of the great majorityof' the large business units of the United States; the management tlmrefore recommendss that the present method should be. continued and that stockholderss should vote against Re.mlutiom Number 2. OTf3ER'PROPOSALS'. The management isalso informed..that.the snme Mi. James Fuller..intends to:introduceatthe Annual Stockholders' Meeting areaolutioa that the By-lawsof P:, Lorillard. Company be amendedi sou too requiic that there bee at least six (6) members of - the Board of Direttorswhoi ere not employees ofthe Companyy and who are not:coonected withh the managemeutl of P:. Lorillard Company subsidiaries. The Companyis~ advi'sed.by counsel that; under the applicable statutes.and laws ofNewJersey, this resolu- tion.is not a.proper.a subject for action by the stookholderss and it is intended thatt thisresolution.s shall', not bee acted upon pursuant to thee proxy. Iff this resolution is introduced at the annuai.meeting iti®.pmposedlthat't it will bee ruled out of'order. CONCLUSION The annual meetingg is called for the purpose of electingg directors„ for the consideration and' voting, on the aforesaid' resoiu- tions, and forthe transaction.n of such othee business asmayproperly come: before the meeting. Att the date of this proxy state- ment the only business the management ihtendh to. present or, knows will come before the meeting is the eLection of directors and the consideration and votingg on thee resolUtionsaforesaid:. However,, ifl any other matters properly come' befosethe meeting, it: is the intentionn of the persons~ named inthe enclosed form of' proxy to, vote suchh pros:yin accordance with their judgment on, such matters. Dated February 7, 1944: ~

154 January 2]1, 1944 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, IGew York City. There were present Edessrs.: G. H. Hnmmel H. A. Kent G. D. Whitefield E. S. Bowling W. J. Halley J. S. Freeman J. A. Glascock J. T. Keel F. Gladden Searle: H. F. Temple Todd Wool Mr. Hummel, Chairman, presided, , and the Secretary acted as Secretary of the meeting. On motion duly made and seconded', the reading of' the minutes of the previous meeti:ng was dispensed with. on motion of'1cr. Whitefield, seconded by Mr. Ha]1eF,, it was unanimously HESC)LVED: That (in lieu of closing the Stock Transfer Books) 3' P.M. Monday, . February 14, 19", be and the same hereby is fixed as a.record date for the determination of the Stockholders of the C'ompaxy entitled to notice of and! to vote at the Annual Meeting of' the Stockholders. to be held, March~ 14, 1944. FDRTHEH R.F.SCLVED: That only, Stockholders. of record.at 3 P.M. Fehniaiy 14,, 1944 shall be entitledito such.notice of and to,: vote at such Annual.Meeting,. notwithstanding any transfer of any'stock on the books of the Company after said record date.. on motion of Mr. TempLe, seconded by Mr. Freeman, it was unanimously RESOLVED: That Messrs. E'. C'. Hunter and A. Bi.efher (neither of them being a director nor a: candidate.for that office): be and they hereby are appointed to act as Inspectors,of Flection.for the election of Directors at the Annual Meeting of the Stockholders of this.Company to be:held on March 14, 1944. . The Secretary stated:to the.meeting that under the regulations'issued by the Securities and Exchange Commission a proxy statement andiannual state- ment is required to accompany the noticeand proxy for the annual meeting of the stockholders and therenpon presented and read to the meeting drafts of notice of'the annual meeting of stockholders to:be held March 14, 1944, proxy statement„ and proxy. On motion of MM•. Searle„ seconded by Mr. Whitefield, . it was unenimously RF.SOLVEDt That the drafts of the notice of the annual meeting of' stock- holders to be held March 11;., 1944, proxy and proxy statement (subject to such changes in said drafts, if any, as may be deemed necessary or advisable by counsel in order to comply with the law and'.regulations) which have been presented and read to this meeting,, be and! the same hereby are in all re- spects approved and adopted as the acts.of this Board andithe Secretary is hereby ordered to have the same duly'printed and mailed to the stoekholders in accordence with thwrequirements of law and to have copies thereof when

155 printedl ayuyexed!to these minutes.as a part hereof;: RESOLVED FURTHER: That the annual financial statement shall be mailed to the stockholdersalong vith.the.notice, pro.r,y statement and proxy, in accordance.with the custom ofthe.Companyandtheregulations of theSecuritiesand.EXchange Commission. On motion ofGlr, Bowli;ng,secondediby Mr. Nent, the,following advertising expenditures.werein all,respects approved, ratified',, and confiirmed:. Contract dated January'12,. 1944 With.Harry'M. Stevens.Inc.., NewYork„ N.Y., covering advertising of Company products in score,cards of baseball clubs listed. thereiny dnriing,the:19P,4 season, at a cost of $4,350. Contract dated.January 12, 194.4 with Sportservice Inc., Buffalo, N.Y., cover- ing advertising of Compan,y products in score eards of baseball clubs listed therein, during the 1944 season, at a.net cost of $1,948• Estimate #167 of d. Walter Thompson Company dated January 12, 1944, covering,play- by-play broadcasts over Stations WOL and.WFDC, Washington, D.C., of baseball games of the.Washington Senators, during the 194.4.season, sponsored by OLD GOLD Cigar- ettes,, ata cost of. $50.,810.. On motion of ldr. Freeman, seconded by 6lr. Bowling, the following,resolution was unanimously adopted: WHEREAS, under the provisions of Section 403 of the Sixth Supplemental National Defense Appropriation Act of 1942,,as amended, it is recognized to be the obligation of P.. LOSTT.x.ARn COMPANY to renegotiate the aggregate prices and fees paid to it under its war contracts and to refUnde the amount of profits realized by it in the performance of' such contracts which pursuant t&the provi- sions of said Act and any amendments thereto should be eliminated and refunded to the United States, andi WH'EREAS, pursuant to such renegotiations the Under Secretary of War has found that the corporation should. return to the United States Treasury the sum of TW0 NUNDRED FIFTY FIVE THOUSAND DOLLkRS ($255,000): for the fiscal year ended 31 December 1942. NOW, TNEREFORE, BE'IT RESOLVED: That the president or any Vice-President, andithe Secretary or Assistant Secretary of P. LORILLARD COMPANY, be and they heneby are authorized to execute on behalf of this Corporation that.certain rene- gotiation agreement dated Tanuary 21, 1944 between P. LORIr.n.artD COMPANY, as Con- tractor, and the United States of America, which has been presented.and read to thismeeting;, which agreementprovides for the payment by P. LOSRILLARD COMPANY to the United! States Treasury' of the sumof TWO HUNDRED FIFTY FIVE THOIDSAND DOLLARS ($255,000)I,, subject to~proper credit, if any, allowable for Federal Income and Excess Profits Taxes for said fiscal year, as provided in Section 3'806 of the Internal Revenue Code, upon the terms and conditions of said.agreement, al7l as more.fully appears therein. On motion.of Mr. Whitefield,. seconded by Mr. Halley, it was unnnimously RESOLVED: That this Company contribute the sum of $1,500 to Duke University for scientific investigation and experiments in connection with growing Turkish Leaf' Tobacco in this country. ~361119~5 On motion duly made and seconded, the meeting, adj;ourned. ~fVT~ 10-AX Secretary

P. LORIL'LAR'D COMPANY NOTICE OF ANNtTAL MEETINTG OFSTOCBHOLDER'S Jersry'City, N. J., February 7,.1944'. To THESTOf]iHOLDEaS. OF P.. LOAmLARl COMPANY: Notice ishenebys given thatt the Annual Meeting of'f the Stockholders of P. LoxrLLAau. CostsAerv,, a New Jersey Corporation, willl be heldat the prindpalof5cel of the Corporation, Room 803,.15 Exthange. Plaee, Jersey City, N. J., att eleven a!clock'k in the. . forenoon on. the 14th day of March, 1944,, for the electtonn of' thirteen (13) diteRorsto hold office until the nextt followingg annua4 meetinw~ of stockholders'_oruntil their suceessors.are'.elec[ed andd qualified, to._consider.andsote:upon the proposed.resolutioaa sett forth in. the endased'd proxy statement and for'the transactionn of surhother businessas may' properly come'e hefore saidl meeting or say-adjournment or adjournments thereof.. Thm Stock. Tiansfer Books'wills not be dbsed,, but only Smckholders of record at 3 P.M. on February 14';, 1944, shall be: entitled to vote, notwithstanding any. transfer of any stock an the booltsaf the Companyaftery said' record date. ToDD WooL, Serretary. Ifl unablhto bee present at'': thee meetingpleasesigo thee enclosed proxy,. indicate your votes thereon,, andl remrnn i6 in the aaompanying:envelope so that thee meeting may be properly held. PROXY STATE'ME'N'T' RiGFTT, TO REVORE PROXY Any stockholder giving the proxy enclosed withh this statement has the pawer to revoke the proxy att anyy timee prior to theexercise'.thereof. BY WHO'lVl1IND THEMANN6R IN V7HICH',II'>><" PRORY18 BEING'. SOLLCITED Tbe.proLy is: solicited by_and' on behalY.of the management.ofP:~Lorillard Company. The eapmse.of the-solicitation of proxtesor this me mg, m u mg. e cos'~ o mat iog, wilCbe~boinEby the ompsny: -` --` `-- Inaddition to the'.use ofthe mails;, theCompany may requestt persons holding stock in their name. or custody; or in the name oE nominees'; to send proxy materiall totheir principals~ and «questt authority for thee execution of the proxiess and will m- imfiursesuche persons for theie'expenses' in~ so doing at a total estimated cost of'.f about Five'Hundred Dollars. (9500.00):. To the extent'necessary in order to.assure: sufficient representation at. the meeting;, officers and regular employees off the Com-pany, at no additional compensation, wl request the return of'm proa:ies personally, byy trlephone'e or telegram. The extent to whichh tlils will be necessary dependk entirely on.howprorl proxies'are'received and stockholders are urged to send,in their proxieswithouts delay.. The management has' no'.knowledge orr information that anyother person. will specially engagee any employees to~ solicit proxies. VO'PINGSECURi73ES''.OUTSTANDINGTheoutstandingnumber of each class of. voting seassitiesof'the Company is as.follows: Numbn vJ SEa.u Common Stock...... _............ _ .................... 2,246;348 ~ Preferred Stnck' . .......................................... 98.000 ' TBtaI ........................................................... 2,344i348 ELECTION OF DIRECTORS At'tliis annual meeting tliir[een (13). diacclorsare tobe eleried,..who.shall holdoSce uatilitFie next followivgaanual meeting', of stockHolders or until their successors are duly elected and.qualified. It iithe intention of the persons named in.n the enrlosed form, of' proxy to vote such proxy for the, election of dse nominees named below, If any af the nominees named below, is not a candidatefore election as's a director at the meeting, an evene,whichthemanagementt does~ oat anticipate, theproxye will be voted for a. substitute nominee and the other nominees named below. Each of the nomineess named below ismowa direcior'of the Company. Mi.. F. Gladden Searle, of Bronxville; N. Y., was'elected.n diiector, by the Board of' Directors. December 29, 1943, to fill a vacancy onn the Board ereated by the death of' Mr, Johm. J. Driscoll.. From 1919 to1941M'r,. Searle was associated with the Continental Can Company and from 1936 to'1941 he was a. member of:f the Boardof Directorss of that Company and Vice- President in dSargee of sales and advertising. He resigned this', position iu 1941 to becume directorr of sales of' the Crown. Can Company,, which positiom he beld from1941m to 1942. In 1942'2 hr resigned this position to devoae more time to: his business'aBairs. He isnowCieneral Manager of: the Wegnee. CGnning:, Corporationy, is a director ofthe Maine State Parliing,Corporation, andla director and member of the Executive Committee ofthe Worthington Pump and Machinery'Corporation. 88111w~o

. REMUNERATION PAID ZO. ALL DIQtECTORS. AND. OF8'ICEHS.. AS: A GROUP The aggregate amount of remuneration, paid during the fiscal: yearr ending. December 31,.1993: by the Company and its sub, sidiaries;: directly or indirectly; to the dieectors andd o&cersof the Cnmpanyy considered ass a group was the sum.of. $3I3,596':72 for servicess in all capacities.. This amount exceeds the aggregate amount.of remuneration paid during ttie: fiscal year ending December 31,. 1942 by the Company and its subsidlaries, directly on indirectly, to the diiectorsand officers of' the Company considered am a group,, by thesum of $30;915.90.. One employee of the Companyand its subsidiaries (otherthan.officers and directors of:theCompany)' received from the Com- pany and itssubsidiariess for the calendar year. 1943remunemtion3 in excess. of $20;000: but: not moree tham $50;000, and the aggregate amountt of remuneration paidi to: thiiperson was$21{250:. No such employee receivedi remuneration in.excess.of $50,000during194g'. CERTAIN PEIiSONSORHEB TFIISNDIRECTORS, OFFICERS OR EMPLOYEESYJHO -RECENED REMDNERAiION. EXCEEDING 820.000'DIIBINGTIE: . FISCAL YEAR ETiSIING DECEfdSER'31, 1943. Ndms Aa8+e8meamocnr reraivrd Cepuiq Plrkins,. Daniels & Perkins* $24,000.00 General. Counsel W..H. Alston $39,782:92 Cosnmissionsimconnectionwiff Davis Polk Wardwell Sunderland &.Kiendl New York'LnrstGompany $27,500:00 $65,10184 , .. buying Turkish.leaf tobacco Legal services Transfer Agent. Deloitte„ Plender, G>rifGfbs &.Company' $38,487:4g Auditors -During1943Thamz. L. Perkins; partnerof'the. 1'um of. Pehinsi Daniel3, & Perkinq received from the Company for'hisservires as Assistant'.. Secrenrpt6esum of$7,e00.00.. PAOPOS841.SMADE'BY STOCKHOLDERS Pursuant to the provisionsof: Ride X-14A•7 ofthe: ruless rdating to-the solicitation off proxies promulgated by the Securities andEschange Commission, which require thee management mset forthh in the prory statement proposals of stockholderswhichs the stockholder intendss thpresento for action att the stockholders' meeting,, theree is set forth the followingr. ---- D4i.Jarnee-Fullerr,of-284-Fhumfs Stseet,- Hartford, Conn„the bolder of twelve. shares-of: Common Stock of this Company, by letter, dated December 20, 1943,has given: notice that hewille propose at the annuall stockholders' meetingcwo (2), resolu.tlons, which are set forth below,, together with thee reasons given by IlRr. Fuller, the wording of thee resolUtion& and'thed reasons~ being IMr. Fuller's; SBSOLUitOft NIIAmRR I: RESOr.veu: That.atall~annual meetings;.complete recordishall be taken "verbatim" during.the: meeting bya secretaryy eithen iushorthand or by stenotype; and ISased' on this "Werbatim" report,, a fair andl comprehensive summary be sent: to earhh and every stockholder of the. Company withio thirty days afterr thee annual'meeting; the complete 'Werbatini' statement too besent to any. stockholder requesting same.. Rsaronfor Rkrolatlon Nrmb'er1: May I suggestt to ourr stockholders that the Standard Oil Company of.New Jerseyhas sent aa similar stenographic report to itsthotatands ofstodiholders , during the: past threeyearse at ueryy rmall expense to the Company,. resulting . in very favorablee comments by stockholders. Tbe 3hattbek. Company, hfacy Company and.Generai Foods Company im recentt years have followed this. policy. This report will provide.all stoakhotderswithmorecomplete informationn regarding their company resulting in stockholders~ taking: more iuterestt in the company: to themutuil benefit of tfle: stockholders and the: Company:. RrsoLumoNNv1aBaR 2:. ResoLtapD~ That the By4awsof P;Lorillard Company tiee amendcd: as follows: The selection of thee auditorss of P. Lorillard Company should rest, upon a, recommendation by the Boardd of Directors, ap proved' by the stockholders. The appointmentt of auditorss should beprovided' for at.the beginning of the year with right of access~ to.records throughout theyear.and:requiring the presenceof.the auditor at Board meetingsands meetings of. stockholders at.which.t the.reports of auditors are to.be discussed; the auditor being afforded an.opportunitp to report orally.and being requiredto respond toquestions ofstorkholders. Rea.ron for R2:roJrrtlon Numbar 2: Suchh procedme would prevent preemptorydismissal of accountants by management, and asubstimtion of otherswithout the disclosure of'reasonsj Ie,would lead to acloserrelationship beheeen.the Directors and! Accountants and a betterr understanding of' thecharacter and scope of auditing.service.. Itwoutd also lead to a rfbier rrlationrhip between the.arrountanu and the:rtork$oldarre and make thee auditors realize thatt their fsut consideration in auditingg aecountss is to: the rrorkbofderx,, in. aase„ some Gimein the future„the interertrnf Uorkboldertand mancgemenAronfliet. 88111992

. P, Narmrof Nominee. George 13. Hummel Herbert A. Kent GeorgeD. Whitefield Ed'garS. Bowling. Todd Wool William.J. HalleyJ:.Strotfier Freeman. James A. Glascock. Frank Hopewell James T: Keel Irviu H:,Peak. F. Gladden Searle'Harold F. Temple PiinriPal Oieupatiun or Pmployment Chairman of'f the Board of Directon. President. Executive Vice-Prev. Vice-Presiden0. \?ice-Pres. & Secretary VicrPtes: &. Treasurer. Vice-President. Manageq, Whitlock Branch, Richmond, Va. Sales Manager Manager,. Leaf'. Dept. Manager, Kentucky Leaf' Dept.,, Louisville, Ky.. Approximue, amovnr of mrb rlmr Nwne of' Corporation in Year mb'en of'rennitier of theiuunbenefi- roLiab r.rb orrrparicn ir fmRelirred rialll oumed'direrdyor iddirerlly ranied oa. Dirertor mof Jennaq 12, 1944 P. Lorillard Company 1911 2,412IsharesofCommon.Stock P. Lorillard Company 1939 1',200 shares.of CommoniStock P. Lorillard Company 1935 1,200 shares.of Common.Stock P. Lorillard Company 1935 3,600shares of Common.Stock P. Lorillard~. Company' 1937 600 shares of Common Stock P. Lorillard Company194'1 600shares'.of Common. Stock P. Lorillard Company 1929724.shares.of Common Stock. PI. LorillacdCompany 1940 840shares.of Common Stoc<: P,. Lorillard! Company 1940600,sBaresof Common Stock. P'.. Lorillardi Company 1926 720 shares of Common. Stock. P'. Lorillard! Company 1943. 900 shares: of Common Stock General Manager' WegnerCanning. Co. Asst. 5ales M'anager P:: Lorillard, Company 1943'100 shares of Common. tSock 1943. 360 sharess of Common. Stock Thefollowing,information. isfurnishediwith respect to Mr. JaquelinP. Taylor, who resigned as.a Director on January 25;. 19A3; Mr. Buford Soott„ whose term. apiredMareh9, 1943;: and'Mr. John J: Driscoll, who died on.Apri1..15;1943:. Name oJ.Corpcrarica. PrtnrApal ofiYp•nGn Ip MbirbJYrb'OeeY- Namn oezmploymuww pruionirrarrledan Jaquelin P. Taylor Director Universal.Led! 'Fob. Co. Leaf Dealers, Richmand, Va: .tpproximmeamaxnx niearb1 rlarr, ofYre,wbex rrsxruieroJrbebraerhe.rfiriallyfrn el'wted owned diucrlyor i.dincrly sr nf' Dinrtoc Jonxap'. 12, 1944 1932', 5,301 shares of Common Stock and 700 sharesof 738Preferred..Stock and incomefor~ life from a: Trustt in which there are 400 shares of~. 7% Preferred Stock and.200.shamsof Common Stock. Buford' Scott Stock. Broker& Banker. Scott & Stringfellow1938 2,400 shares of Common Stock andd a one-fifth interest in am estate. holding: 600'0 shares of Common Stock: John J. Driscoll Manager, Purchasing Dept.. P. Rorillard Co:. 1932 None. Richmond, Va. REMUNEHRTION OFALLDIREOTOB'8 AND! I$OMINEES DURING T!$E':FL50AL.1rEAli..EtiDINE`a DECEMBER 9~1.1944The following directors d'uringthe fiscal year ending'IDecerrsber3l, 1943, and nominees'for election as director, receivedd in alll oftheir:aapacities d'ming;that year the.remuneration set opposite.ttieir respective names, all such payments being m.de by. P. f:orilla:d. Company. Anyexuss remunerationover the fiscal year ending December 31, 194'2, is set forth opposite the namesof those directors. and nominees who«ceived inexcess'of $20,000 Inn the fiscal'l year ending, December 31, 1943'.No offlcer;, not aa director, received. remuneration.totallng more than. f20,000duriug the fiscxl.yearending.December 31, 1943,. ARRVAdeamcunaof remceermion Psnrs aJwmuenrmioe rereioedJrod ebeJor Jirral'lrar ending. Company;usdilr Dx. 31, 1943'. over r.bridia.iu; dirertly rrmune.arion.in furnr ye<r orindiierdy ending Der. 31, , 1942. GeorgC H. Hummel I .......... ............................................ ................................. $20,000.00 Herbert ~. A. Kent . ........................... ..... .............. ...... ............ ......... ................. 33,6941 S Georgp D. Whitcfidd ................................................................................... 28,078.49 Edgar S. Bowling ........................._........,....,.......,....................._..._......._... 28,078.49 Todd Wool! ...... .................................................... ...... ......... ._..... .......... __... 22,462.79 WilliamJ. Halley~ ......................................................................................... 20,216,51 Ji. Strottier Freeman . ....................................................................................... 22,462.79 John J.. Driscoll ............................................................................................ 6.000.00 James A. Glascock. _ .................................................................................... 17,646.13 Frank Hopewell ...................................................... _................................... 19,649.29 James T.' Keel .............. ...._............................... ............................................ 19,6,49.29 Irvin HI Peak .................... ........................................... ......... _...................... 13,477.67 Harold F. Temple ............ .......................................................... ................. a12,233.00 Buford Scott ..........................................................................._.....ll............. -. Jacluelin P. Taylor..... _ .................................................................................... - F. Gladden Searle .......................................................................................... - $4,602.85 3,078.49 3,078.49' 2,462.79'2,933.04. 2,813.49