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19 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD IN THE THEATRE OF THE BARBIZON-PLAZA HOTEL, 106 CENTRAL PARK SOUTH, NEW YORK, NEW YORK, ON APRIL 3, 1956, AT ELEVEN O•CLOCK IN THE FORENOON. Mr. William J. Halley, President of the Company, acted as Chair- man of the meeting in accordance with Section 4, Article II, of the By-laws of the Company, and Miss Anna F. Woessner, Secretary of the Company, acted as Secretary of the meeting. There were produced on behalf of the Board of Directors the transfer books and stock books of the Company, and there was pre- sented a full, true and complete list, in alphabetical order, of all the stockholders of the Company entitled to notice of, and to vote at, this meeting and to vote at the ensuing_ election, with the residence of each and the number of shares held by each, to wit: The Stockholders of record at 3:30 P. M. on March 6, 1956, the record date f ixed by the Board of Directors for the determination of the Stockholders entitled to notice of, and to vote at, this meeting. The Chairman stated that these books were produced and this list was presented as required by law for the inspection of the stockholders present; and such books and list remained open for inspection during the whole of the meeting. There was presented a copy of the Notice of the Meeting with Proxy Statement and form of Proxy, together with affidavits showing mailing thereof and publication of the notice of the meeting in ac- cordance with law and the By-laws of the Company, the same being as follows:

P. LORILLARD COMPANY Notice of Annual Meeting of Stockholders TO BE HELD APRIL 3, 1956 To the Stockholders of P. Lorillard Company: NOTICE is hereby given that the Annual Meeting of the Stockholders of P. LORILLARD COMPANY, a New Jersey corporation, will be held at the Theatre of the Barbizon-Plaza Hotel, No. 106 Central Park South (58th Street and Avenue of the Americas), New York 19, N. Y., at eleven o'clock in the forenoon of April 3, 1956, for the following: (1) The election of thirteen (13) Directors to hold office until the next Annual Meeting of Stockholders or until their successors are elected and qualified; (2) 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 record at the close of business on March 6, 1956, will be entitled to vote, notwithstanding any transfer of any stock on the books of the Company after such record date. ANNA F. WOESSNER, Secretary. Jersey City, N. J. February 24, 1956 If unable to be present at the meeting, please sign the enclosed Proxy and return it in the accompanying envelope so that the meeting may be properly held. PLEASE NOTE : In accordance with the authority given to the Directors by the stock- holders at the Annual Meeting held in 1951, the Directors have designated the place for the Annual Meeting this year as the Theatre of the Barbizon-Plaza Hotel, No. 106 Central Park South (58th Street and Avenue of the Americas), New York 19, N. Y.

Proxy Statement RIGHT TO REVOKE PROXY ANY STOCKHOLDER giving the proxy enclosed with this statement has the power to revoke the proxy at any time prior to the exercise thereof. Your attention is called to the pro- vision of New Jersey law providing that the attendance at the meeting of a stockholder who may have theretofore given a proxy shall not have the effect of revoking the proxy unless the stockholder so attending shall in writing so notify the secretary of the meeting at any time prior to the voting of the proxy. Unless the persons named in the proxy are prevented by circumstances beyond their control from acting, the proxy will be voted at the said meeting and at any adjournment or adjournments thereof in the manner specified therein. BY WHOM AND THE MANNER IN WHICH THE PROXY IS BEING SOLICITED The proxy is solicited by and on behalf of the management of P. LORILLARD COMPANY. The expense of the solicitation of proxies for this meeting, including 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 in the name of nominees, to send proxy material to their principals and request authority for the execution of the proxies and will reimburse such person for their expense in so doing at a total estimated cost of about One Thousand Five Hundred Dollars ($1,500). To the extent necessary in order to assure sufficient representation at the meeting, officers and regular employees of the Company, at no additional compensation, will 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 stockholders are urged to send in their proxies without delay. The management has no knowledge or information that any other person will specially engage any employees to solicit proxies. VOTING SECURITIES OUTSTANDING The outstanding number of each class of voting securities of the Company and the number of votes to which each class is entitled are as follows : Common Stock Pre f erred Stock T otal Number of Shares . . . 2,852,855 98,000 2,950,855 Number of Votes . . . 2,852,855 98,000 2,950,855 Only stockholders of record at the close of business on March 6, 1956, will be entitled to vote. 10 ~ V 2 0~ W tl+ ~ !V

ELECTION OF DIRECTORS At this Annual Meeting, thirteen (13) Directors are to be elected, who shall hold office until the next following Annual Meeting of Stockholders or until their successors 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- an event which the management does not anticipate-the proxies will be voted for a substitute nominee and the other nominees named below. t ame of Nominee William J. Halley Irvin H. Peak ewis Gruber rincipal Occupatxon or Employment President Executive Vice President and Director of Leaf Activities Vice President Name of corporatzon in which such occupation is carried on P. Lorillard Company P. Lorillard Company . Lorillard Company Year when first elected Director 1941 1943 946 Approximate amount of each class of securities of the Company beneficially owned directly or indirectly as of January 80, 1956 2,000 shares of Common Stock 2,000 shares of Common Stock 1,200 shares of Joseph J. Blacknall and Director of Sales Vice President P. Lorillard Company 1950 Common Stock 1,016 shares of and Director of - Common Stock Alden James Manufacturing Vice President P. Lorillard Company 1950 1,000 shares of Harris B. Parmele and Director of Advertising Vice President P. Lorillard Company 1950 Common Stock 500 shares of F. Gladden Searle and Director of Research Industrialist 1943 Common Stock 500 shares of Donald A. Henderson Melvin E. Dawley homas L. Perkins Harold F. Temple Frederic M. Walson George 0. Davies Treasurer Vice President, Director and General Merchandise Manager Lawyer Director of Brand Development Director of Purchasing Treasurer Twentieth Century- Fox Film Corp. Lord & Taylor- Department Store erkins, Daniels & Perkins-Law Firm P. Lorillard Company P. Lorillard Company P. Lorillard Company 1946 1950 955 1943* 1953 1955 Common Stock 328 shares of Common Stock 400 shares of Common Stock ,000 shares of Common Stock 1,250 shares of Common Stock 100 shares of Common Stock 100 shares of Common Stock *Has served continuously since, except for period January 16, 1950, to April 28, 1953. Each of the nominees named above is now a director of the Company and they, collectively, comprise the entire membership of the Board. Each of such nominees was elected to his present office by a vote of security holders at a meeting for which proxies were solicited under Regulation X-14 of the Securities and Exchange Commission except : T. L. Perkins who, for more than the last five years, has been a member of the firm of Perkins, Daniels & Perkins, General Counsel to the Company; and G. 0. Davies who, for more than the last five years, has been the Treasurer of the Company. 3

REMUNERATION OF ALL DIRECTORS AND NOMINEES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1955 The following table sets forth all direct remuneration paid by the Company and its subsidiary for the fiscal year ended December 31, 1955, to (1) each person who was a director of the Company at any time during such year and whose aggregate remuner- ation for such year exceeded $30,000; (2) each person who was one of the three highest paid officers of the Company during such year and whose aggregate remuneration for such year exceeded $30,000; and (3) all persons, as a group, who were directors or officers of the Company at any time during such year : Amount of Incentive Name Salarg Paid Compensation William J. Halley . . . . . . . $ 60,000.00 $ 25,968.70 Irvin H. Peak . . . . . . . . 39,000.00 2,500.00 Lewis Gruber . . . . . . . . 36,000.00 8,877.72 Alden James . . . . . . . 36,000.00 14,699.54 Joseph J. Blacknall ...... 36,000.00 2,500.00 H. B. Parmele . . . . . . . . 30,000.00 14,001.10 Harold F. Temple . . . . . . . 26,000.00 13,679.29 Frederic M. Walson ...... 18,000.00 14,725.39 Herbert A. Kent . . . . . . . 48,333.32 (a) 0.00 Frank Hopewell . . . . . . . 38,333.33 2,500.00 Officers and Directors as a group . . 503,116.61 127,126.19 (a) Effective September 1, 1955, Mr. Kent resigned as Chairman of the Board of Directors and as a full- time employee and entered into a contract with the Company providing for the rendering by him to it of consulting and advisory services in return for compensation at the rate of $25,000 per year. The following table sets forth, for each person named above, (a) all pension or retirement benefits proposed to be paid to such person under the Employees' Retirement Plan 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 (subject to prescribed conditions) for a period of ten years following retirement or other termination of employment out of all incentive compensation to date under Article XII of the By-Laws of the Company. Such Article provides for incentive compensation for officers and key personnel not to exceed in the aggregate 10% of consolidated net income before taxes but after various deductions, including provision for dividends on preferred and common stock. me William J. Halley . . . . . . Estimated Annual Benefits on Retirement under Employees' Retirement Plan (*) $17,938.00 Present Estimated Annual Benefits on Retirement Under Article XII of By-Laws (**) $ 3,015.50 Irvin H. Peak . . . . . . . . 8,667.00 4,550.92 Lewis Gruber . . . . . . . . 8,550.00 3,150.00 Alden James . . . . . . 7,079.00 1,985.64 Joseph J. Blacknall . 4,061.00 4,277.28 H. B. Parmele . . . . . . . 8,780.00 1,066.21 Harold F. Temple . . . . . . . 9,736.00 479.14 Frederic M. Walson . . 6,435.00 270.71 Herbert A. Kent . . . . . . . (1~ 0.00 Frank Hopewell . . . . . . . 12,278.00 4,775.14 Officers and Directors as a group .. 23,775.59 In each case, the estimate assumes continued employment at salary rate in effect December 31, 1955, until normal retirement date. Such estimate assumes continued employment and may increase under the operation of such Article XII for future years but cannot decrease. Mr. Kent, having theretofore passed retirement age, received during 1955, the sum of $11,619.48 pursuant to the Plan. Such amount will continue to be paid to him annually until his death and thereafter to his wife, if she shall survive him, until her death. All of the remuneration set forth was received by the persons named in their capacities as officers or employees of the Company. -b 4

The firm of Perkins, Daniels & Perkins, General Counsel to the Company (of which firm Mr. Thomas L. Perkins, a director of the Company, is a member), received $40,000 for legal services in 1955. AUDITORS The Board of Directors has appointed Messrs. Haskins & Sells, Certified Public Account- ants, to be the independent Auditors of your Company, and a representative of that firm will be present at the Annual Meeting of Stockholders. CONCLUSION The Annual Meeting is called for the purposes of electing Directors and for the trans- action of such other business as may properly come before the meeting. At the date of this Proxy Statement the management knows of no other matters which may come before the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their judgment. Dated February 24, 1956. 5

P. LORILLARD COMPANY PROXY FOR ANNU AL MEETING APRIL 3, 19 S 6, SOLICITED ON BEHALF OF MANAGEMENT The undersigned, revoking all prior proxies given for such meeting, hereby appoints William J. Halley, President, Irvin H. Peak, Executive Vice President, and Anna F. Woessner, Secretary, and each of them, proxies of the undersigned, with full power of substitution and revoca- tion, to act with all powers of the undersigned with respect to all shares of stock as to which the undersigned is entitled to act at the Annual Meeting of Stockholders of P. Lorillard Company, to be held on Tuesday, April 3, 1956, at 11:00 A. M. at the Barbizon-Plaza Hotel, 106 Central Park South, New York, N. Y., and any adjournments thereof, and to vote: (1) For the election of directors of the Company; and (2) In their discretion, upon such other matters as may prop- erly come before the meeting. A majority of such of said proxies or substitutes as shall be present and acting shall exercise all powers hereunder. Receipt of Notice and Proxy Statement for such meeting is acknowledged. Dated ----------------------------- 1956 Signed------------------------------------------------

P. p"aaa Ci PROXY Please sign other side and return in enclosed envelope. a a (For use only o f Company) PREFERRED SHARES COMMON SHARES Lt9ESLT6

S TA TE OF NEW YORK ) :ss: COUNTY OF NEW YORK ) On this 28th day of March, 1956, before me personally came ANNA F. WOESSNER, to me known, who being by me duly sworn, did depose and say that she resides at Jersey City, County of Hudson, State of New Jersey; that she is Secre- tary of P. LORILLARD COMPANY, a New Jersey corporation, and was Secretary of said corporation at the times hereinafter mentioned; that she caused a copy of the annexed printed notice signed by her of the Annual Meeting of the Stock- holders of the said corporation called to be held at the Theatre of the Barbizon-Plaza Hotel, New York City, New York, on April 3, 1956, at eleven o'clock in the forenoon, proxy statement, annual report and a form of the annexed proxy, to be mailed, postage prepaid, at least twenty (20) days prior to said meeting to each stockholder of record appearing on the books of said corporation at the close of business on March 6, 1956, addressed to each such stock- holder at the address given thereon; and that she caused a public notice of the time and place of holding said meet- ing to be published on March 20th and 27th, 1956, in The New York Times, a daily newspaper of general circulation, published in the City, County and State of New York. Subscribed and sworn to before me this 28th day of March, 1956: E-Si'ELLF. E. FITCH 'WTAIZY PL'I~i.JC, State oi New York Qn:::it?c.'. :". ~s County C_•rti~~cates C'.ed %cith ",•Nc Gjuv,t}' Clerk & Register Commission e:;pires March 30, 1956

Telephone Worth 4-2900 _ ,~ ~`andic ~ I-ess,Inc. 2 2 Thames Street New York 6, N. Y. AFFIDAVI T OF MAILING State of New York )sss County of New York ) Teletype NY 1-3167 Peter G. Pandick, being duly sworn, deposes and says: That I am Superintendent of Pandick Press, Inc., located at 22 Thames Street, in the City, County and State of New York. That on the 24rh day of February 1956, I supervised the mailing of 28,055 pieces domestic and 103 pieces foreign addressed to the stockholders of P. Lorillard Company. That the mailing was completed by inserting in each envelope one (1) copy of each of the following: Proxy (name and address of stockholders stenciled by New '~~:ork Trust Company) Notice and Proxy Statement Annual Report Return Addressed Envelope That I caused said 28,158 envelopes to be enclosed in United States mail sacks and deposited, postage prepaid, in a Post Office, 90 Church Street branch, regularly maintained by the Government of the United States in the City of New York. Sworn to before me this 27th day of February 1956. )`E/. /lq~ ALSERT I-!. RE(N Notary Public, State of New York No. 24-8535135 Qualified in Kings County Commission Expires March 30, 1956