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GEORGE O:, DAVIES V ice~. Presideni ~ Treasurer, andlDireot'or~of~~Finanoe DR. HARRIS B., PARAAELE Vioe President and. Di reotor. of ResearoK GEORGE A. HOFFMANNI Vice. PresidenYa nd Director of Manufaoturinq MORGAN Jl CRAMER Director of' Export and Government Operations GEORGE W. DAVIDSON . Vice President: Federal Tin Company,,. L'orillardSu bsidiarx HAROLD F. TEMPLE Presldent, LEVAI'~S' GRUBER Chairmanof'the Board and Chief Executive Officer DONALD~~ A. HENDERSON T'reasurerand Secretary Twentieth~ Century-Fdx, FIImCorporal'ion MANUEL YELLEN VlcePresidentand Director oi'Sales MELVIN E. Dd,WLEY' V iee. President~and Direetior~~ Lord~ Q6. Taylor F. GLADDEN SEARLE' Indu.striatiaY~ HAROLD']C. SCHREDER Executive.Vioe Presldtrnk.t andiDirector Distributors Grou p;. Ilne.. GD Cz .~ Q0 sW

P'. LGRILLARD COMPANY Notice of Annual Meeting, of Stockholders TQ! BE HELD APRIL 7, 1959 To the Stockholders of P. Loritlard Company: NOTICE is hereby given that the Annuall Illeeting of the Stockholders of P.. LoRu.r.ARD ComPAxY, a New Jersey corporation, will be heldl at the Biltmore Iiotel, Madison Avenue and 43rd Street, New York, N. Y., at 2:30 o'clock in the afternoon, of April 7, 1959, for the following: (1) The election of thirteen ('13) directors to hold office until the next Annual Nleeting of Stockholders or until their successors are elected and qualifiedi; (2) To consider and vote upon a proposed amendment to the Certificate of Incor- poration of the Company under which the presently outstandi'ng..g shares of Common Stock would be split on a 2 for 1 basis and, in connection therewith,, the autfiorized Common Stock wouldl be modified; andi (3) The transaction of such other business as may properly come before said meeting and any adjournment or adjournments thereof. The stock transfer books will not be closed, but only stockholders of'recordf at the close of'business on February19',1959; will beentiitiled to, vote, notwit'hstand'ing~ any transfer of any stock on the books of the Company after such record date. Jersey City, N. J. February 261 1959 ANNA: F:~ WoESSNM, Secretary. 8 9ti9 785 3 If unable to be present at the meeting, please sign the enclosed Proxy and -return itt in the accompanying, envelope so that the meeting may be properly held.

Proxy Staternent RIGHT TO! REVOKE PROXY ANY STOCxxoLDER, giving the proxy enclosedi with this statement has the power to revoke the proxy at any tinne prior to the exercise thereof. Your attention is called': to the provisioni of' New Jersey law providing that the attendance at the meeting of a stockholder who may have theret'ofore given, a proxy shalt not have the effect of'revoking the proxy unless the stockliolder so attending shall in writing so notify the secretary of'the meeting at any time prior to the voting of the proxy. Unlesss the persons named iin the proxy are prevented by circumstances beyond their con+- trol from acting, the proxy will' be voted at the saidi meeting and at any adjourn- ment or adjournments thereof in, the manner specified therein. BY WHOM AND THE MANNER IN WHICH' THEI PROXY IS' BEING SQ'LICITED The proxy is solieitedi by and! on behalf of the management of P. LoRIULAw Com- FArry. The expense of'the sollicitation, of proxies for thi's meeting, ineluding the cost of mailing, will be borne by the Company. In addition to the use of the mails; the Company may request persons holding stock in their name or custody,, or ini the name of nominees;, to send~ proxy material to their principals an& request authority for the execution of the proxies and will reimburse such persons for their expense in so doing at a total estimated cost'' of about Five Thousand' Dol'lars ($5,000) . Tb the extent necessary in order to assure sufl'iciient representation at the meeting, officers and regul'ar, employees of the Company and others regul'arly retained by the Company, at no additional' compensation, wil'1i request the return of proxies personally, by telephone or telegram. The extent to which this will' be necessary depends entirely on how promptly proxies are received, and, stock- holders are urged to isend' in their proxies without delay. The management has no knowledge or informationi that any other person will specially engage any employees to soIicit proxies. 892'9;854 2

VOTING SECURITIES': OUTSTANDING The outstanding number of each class of voting securities of the Company and the number of votes to which eachi class is entitled are as follows: Common Stock: Preferred' Stock Total' Number of Shares------------------ _----- 3,282,024 98;000' 3y380,024, Number of Uotes------ _---- _-_---------- 3,282,024 98,000 3,380,024 Only stockholdlers of record at the close of' business on February 19, 19'59,, willi be entitled to vote. ELECTION OF DIRECTaRS'. At this Annual Meeting, thirteen (L3) directors are to be elected, who shall hold! office until the next followin;g, Annuali Meeting of Stockholders or until their succes- sors are duly elected and qualified: It is the intention of', the persons named in the enclosed form of proxy to vote such proxy for the election of the nominees named below. If any of the nominees named below is not a candidate for election as a director at the meeting-ani event which the management does not, anticipate-the proxies will be voted for a substitute nominee and the other nominees named below. Approximate amount af' eacb daas of ' Name of'. Year JeLLritieJ's of tjPecorparal~on when Company beneficially P#nci~al in mhicW Juck ~rat oumed dirertty ar N'ame of Occapal+an or oernpation u electEd' indirectly ar of' Nominee Einployment carned an Director January; 19, 1959 Lewis Gruber Chairman of' P: Lorillard'Company 1946 11,000 shares of' the Board and Common Stock Harold F. Temple Chief Executive Officer President P. Lorillardl Company 1948' 6,4'50 shares of George O. Davies Vice President, P. Lorillard'Company 1955' Common_Stock 5,500 shares of', Treasurer andi Common Stock Manuel Yellen, Director of' Finance: Vice President P. Lorillard Company 1956 8,500~shares of and Director Common Stock of'Sales 89~a~..978551 ' Idas served continuously since; except for periodI January 16, 1950, to Aprill 28, 1958! 3

ame of' lWominee riwcipa!' Occupation or Employment Name of corporation in which sucti occupation is carried ow. Year when first elected' Director Approximate amownt, of eachh class of secnrittes of'the Compa„y beneficially owned directly or indirectly as of lanuary.l9y 1959' Harri's B. Parmel'e Vice President P. Lorillard Company 1950 6,800 shares of and Director of Research. Common Stock George A. Hbfl4nann. Vice President P. Lorillard'Company 1957 5,000 shares of and Director of Manufacturing, Common Stock MorganJ. Cramer Director of Export P. Lorillard Company 1958 1,238'shares of! George W. Davidson Herbert A. Kent. and Government Operations Vice Presid'ent Consultant Federal' Tin Company P. Lorillard Company 1957 1939°"'' Common Stock 3,000 shares of Common Stock 3,375 shares of ' CommoniStock F. Gladden Searle Ind'ustrialist 1943 r 900 h f s es o a Common Stock DonaldA. Henderson Treasurer' Twentfieth~Century-Fox Film Corp. 1346 328'shares of Common Stock Melvin, E. Da!wley Vice President, Lord & Taylor- 1950. 568 shares of' Director and General' Merchandise Manager Department Store Common Stock . Schreder Harold' X Executive Distributors Grou 1956 112 shares of . Vice President Executive Vice Presid'ent p6 , Inc.-Investment Bankers Group Securities, Inc. -Mutual Fund! Common Stock * Has servedi continuously since, except for periodI September 1, 1956, to December 19, 1956': Each of the nominees named' above is now a director of the Co'mpany' and„ eol- lectively, they comprise the entire mernbership of the Board. Each of such, nom,. inees mas elected to his present office by a vote of'securityholdera at a, meeting for which proxies were solicited under Regulation X-14 of the Securities and Exchange' Commission except Morgan J. Cramer, who; for' more than five years prior to his election as a director effective December 1, 1958, had served' the Company as , Director of Export and Government Operations. 89 ,9; 8 jG 4

REMUNERATION AND OTHER TRANSACTIONS WITH DIRECTQRS, AND NOMINEES FOR THE F'ISCAL YEAR ENDED DECEMBER 31, 1958 The following table sets forth all direct remulleration paidl by the Company and its subsidiary for the fiscal year ended December 31, 1958, to (1) each person who, was a director of the; Company at any time during such year and whose aggxre - gate remuneration for such year exceeded $30;0001; (2) each person who was one of the three highest paid officers of' the Company d'wring' such year and whose aggregate remuneration for such year exceeded $30,000; and (3) all persons, a's' a group, who were directors or officers of the. Company at any time during, such year:. ame alary Amount of' Incentive Compensation Paid Currenttp Ctti?acities in Whial't Remuneration TtY?as Received' Lewis Gruber $70,000.00 $97,117:03 President - Irvin H. Peak 43,750.00 76,552.49 Executive Vice Presi- dent'(a). Harold F. Temple 36,000.00. 66,270:22' Vice President George O. Davies 36,000i00' 66,270.221 Vice President and' Treasurer Manuel Yellen 36,000:00 66,270.22 Vice President. Harris E. Parmele 36,000.00 66,270.22 Vice President George A. Hoffmann 32',600:00 52,132.10 Vice President and Director of Manufac- turing. Morgan J. Cramer 17,095'.83. 28,750.00 Director of Export and Government Opera- tions. George W. Davidson 24,000.00. 20,000.00 Vice President- Federal Tin Comr pany. Officers and! D2rectors as a group 4'95,2'4'5,75' 689,070A0 (a) Effective December 1, 1958, Irvin H. Peak, who reached retirement age on that' date, resigned as a Director and Executive Vice President. The Company has entered into ai contract' with Mr. Peak under whi!chi effective that date, he was engaged in an advisory capacity through December, 1959, for compensation atl the rate of $30,000 per annum:. 89029"7t35'7 5

! The following table sets forth, for each, person named above,, (a)! all pension or retirement benefits proposed to be paid to such personi und'er the F'mployees" Retire. ment! Pllan of the Company in the event, of retirement at normal retirement date, directly or indirectly, and (b) all benefits proposed' to be paid to such person or his beneficiaries. (subjeet to prescribed conditions) for a period of ten years fol'lowing retirement or other termination of' employment out of all incentive compensation to date i under the above-mentioned! Article XIiIi of the By-laws of the : Company., Suchi Article XII provides for incentiwe compensation for officers and key personnell of'aM amount equal to stated percentages of'consolidated net earnings before Fed- eral taxes on ineome, incentive : compensation awards and capital gains and losses. me Lewis Gruber Estimated Ahznual Benefits on Retirement under Emplobees' Retirement Plan(1) $10,590.00 Present Estimated' Annual Benefits on Retirement - under Article XII of By-liaws(2) $~ 314383',19: Irvin H. Pealt (3) 24,910645' Harold F., Temple 111,453',00 15,729.68 George 1 O. Davies 9,339.00 15,248.09 Manuel Yellen 111,769'.00 15,250.54. Harris B. Parmele 8,780.00 16,430.12 George A. Hoffmann 4,840.00 9,20L38' Morgan J. Cramer 6t354.00 1,375.00 George W. Davidson 7,625.00' 500.00. Officers and' Directors as a group 132,992.20 Article XII for future years but, subject to the conditYons referred to in clause (b), above, cannot, decrease. It includes the following annual benefits based on incentive compensation awards for 1958, constithxting, in, each case, one-tenth of' the contingently payable part of' the incentive compensation award for such year: Lewis Gruber, $21,135.10; Irvin H. Peak, $14;965:74;; Haroi'd! F. Templ'e, $11,881.06; George O'. Davies, $11,881.06; Manuell Yel1'en, , $11,881.06; Harris B. Parmele, $11,881L06; George A. Hoffmann, $7,639:62',. Morgan JL Cramer,,$1,375; George W. Davidson, $500;~and officers and'directors as a group, $95,733.48., Irvini H. Peak„who reti'red' effective December 1, 1958, elected pursuant to the Plan to receive the annual sum of $6,914.04 until, his death, at which time his wife, if she shall survive him, In each case, the estimate assumes continued employment at salary rate in effect December 31,,1958, until normal retirement date. (2) Such estimate assumes continued employment andl may increase under the operation of'such (1) will receive the annual sum, of $2,600.00 until her death6 6 890'21'97858

All of't'lie remuneration set forth was received' by the persons named' in their capacities as officers or employees of the Company an& its subsidiary.. During the fiscal' year ended December 31, 1958, the persons named above exercised certain options ta purchase shares of Common Stock of the Company (exercisable at' a purchase price in each case of $24 per share, which was in excess of. 95%0 of' the mean between the high and low prices on the New York Stock Exchange on October 22, 1957, the date of grant) pursuant t'o agreements entered into by the Company and such persons on October 22; 1957, under the Company's Restricted Stock Option Plan, which agreements and Plan were approved in, Aprily, 1958, at the Annual AIeeting °of Stockholdcrs. The name of each such person, the number of such shares purchased by him and' the market value per share (the mean between the high and low prices on the New York Stock Exchange) on each date of purchase are as follows : Morgan J. Cramer, 1,000, $57:44; George W'. Davidson, 2,500, $58.31; George O. Davies, 500, $57.69;Lew.is Gruber, 1'0,A00, $82.06; GoorgeA.HofEmann, 3,000, $57.69,, 800, $68.25, 2'0p; $72:94;~ HarrisB.Parmele„ 5,000, $57.69; Irvin H. Peak2,500; $'57.4'4',4,500, $69.3'1; Harold F. Temple, 5,000 $57:44; and Manuel Yellen, 5,000, $57.94. Officers and Directors as a group purchased 31,500, shares of' Cornmon Stock of the Company dtiring the second calendar quarter of 1958 when the price range per share of the Common Stock on the New York Stock Exchange was $,70L-$50.25;. 5,300' shares during the third calendar quarter when such price range was $72- $63.625; and 10;200 shares during the fourth calendar quarter when sucli price range was $89'-$69.25. A12ff options heretofore granted have been exercised. PROPOSAL TCa SPLIT PRESENTLY OUTSTAND- ING CQ~MMON STOCK AND TO MODIFY AUTHORIZED STOCK The Board of Directors recommends that the presently outstanding shares of Common Stock be split on a 2~ for 1 basils andy for that purpose, that the Certificate of Incorporation of'the Company be amended so as to change the presently author- ized 5,000',000sharesof Common Stockof'thepar valtze of $10 each into 10;000;0~W 7' 89 29:859 t