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39 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD IN THE GRAND BALLROOM OF THE BILTMORE HOTEL, MADISON AVENUE AT 43rd STREET, NEW YORK, N. Y., ON APRIL 7, 1959, AT TWO- THIRTY 0'CLOCK IN THE AFTERNOON. Mr. Harold F. Temple, President of the Company, acted as Chair- man of the meeting in accordance w ith 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 of the stockholders of the Company entitled to notice of, and to vote at, this meeting with the residence of each and the number of • shares held by each, to wit: The Stockholders of record at 3:30 PM,. on February 19, 1959, the record date fixed 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 in- spection of the stockholders present, and-such books and list re- mained 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, all of which were ordered annexed to these minutes as parts of the same. It was found that there were present at the meeting, either in person or by proxy, the following stockholders, representing 79,815 Preferred shares, and 2,966,381 Common shares of stock, or an aggre- gate of 3,046,196 shares of stock, being a majority in interest of all of the stockholders of the Company as follows: In Person S h a r e s Pfd. - Common Stockholder Mr. and Mrs. Alexander Cohen 2,935 Marcell Dreifuss 57 Drois F. Eldridge 20 George T. Gore 47 John Green 22 Lewis Gruber 11,000 John Henry Campbell 1,400 Joan Mc Cormick 50 Joseph Minoie 11 John Mitterholzer & Mrs. W. Mitterhoizer 33 Mr. and Mrs. Ferdinand Nacher 220 Robert C. Ottens 15 Howard M. Sadtith 113 Edith M. Sandberg- 50 Mr. and Mrs. Adam F. Saxer 20 Mrs. Hermine Haller Smith ,a 35 Miss Miriam L. Stirl ~ 1 ~ Harold Tigh 0 169 o Max Taffet w 00 -4 1 w 0*

40 By Proxy By Messrs. L. Gruber, H. F. Temple and Miss A. F. Woessner, By Mr. and Mrs. Lee Brinkerhoff for Eisele & King, Libaire, Stout & Co. By Lewis Gilbert for: Fern Gof f Ira--N. Goff Ira N. Goff, Jr. Merrill Lynch, Pierce, Fenner & Smith ~ By f 20 130 31 198 14 John Campbell Henry for: Harry F. Brey 50 Caston Gilbert 46 Lew is Rob ins 150 Mr. and Mrs. Irw in A. Schwartz 28 Harry M. Siegmund 6 Mr. and Mrs. Snyder S. Snyder 15 Mrs. Louise Henry 100 By Daniel Kaplan for Renee T. Kaplan, 170 tary. The proxies presented were ordered to be filed w ith the Secre- The Chairman thereupon declared a quorum present. On motion duly made, seconded and carried, the reading of the minutes of the previous meeting of stockholders was dispensed with. The Secretary then announced to the meeting that by resolution of the Directors adopted at a meeting held on February 18, 1959, Messrs. F. Caldararo and H. Erickson, neither of them being a Director nor a candidate for that office, had been appointed to act as Inspec- tors.of Election, and further stated that they had been duly sworn by a Notary Public of the State of New York for the faithful perf ormance of their duties as Inspectors. She thereupon presented their oaths to the meeting, which were ordered annexed to these minutes as parts of the same. The Chairman announced that the first business before the meeting would be the election of thirteen Directors to hold office until the next Annual Meeting of the Stockholders, or until their successors are elected and qualify, and that the meeting was open for nomination of such Directors. Mr. Todd Wool thereupon nominated for Directors the following persons named in the Proxy Statement: Messrs. Lewis Gruber, Harold F. Temple, George 0. Davies, Manuel Yellen, Harris B. Parmele; George A. Hoffmann, Morgan J. Cramer, George W. Davidson, Herbert A. Kent, F. Gladden Searle, Donald A. Henderson, Melvin E. Dawley, and Harold %. Schreder. S h a r e s Pf , ommon 79,715 2,949,225 The foregoing nominations were seconded, and no other nominations being made, the Chairman announced that the polls were open for the

41 election of Directors. Time: 2:39 P. M. The Chairman stated that the polls were now open and that the Inspectors of Election were prepared to receive the votes of the stockholders. The stockholders and proxies then presented their ballots and delivered them to the Inspectors. The ballots of all stockholders present, either in person or by proxy, having been received by the Inspectors of Election, the Chairman announced that the polls were closed. Time: 2:42 P. M. The Chairman requested the Inspectors of Election to count the votes and report in writing to the meeting as to the result of the election. The Chairman then stated that the next business before the meet- ing was to consider and vote upon the proposal to amend the Certifi- cate of Incorporation in order.to effect a two-for-one split of the Common Stock, which proposal had been fully set forth in the Proxy Statement. Thereupon, Mr. Robert Mc Cormack moved and Mr. Todd Wool seconded the adoption of the following resolutions: "RESOLVED: That Article FOURTH of the Certificate of Incor- poration of the Corporation, as heretofore amended, be fur- ther amended, changed and altered by amending the first two sentences of such Article FOURTH, which read as follows: 'FOURTH - The total authorized Capital Stock of this Cor- poration is 5,099,576 shares of which 99,576 shares are Preferred Stock of the par value of $100 per share of the aggregate par value of $9,957,600 and 5,000,000 shares are Common Stock of the par value of $10 per share of the aggregate par value of $50,000,000. Each share of Common Stock without nominal or par value previously issued is hereby changed into a share of Common Stock of the par value of $10. . . . ,' to read as follows: 'FOURTH - The total authorized Capital Stock of this Cor- poration is 10,099,576 shares of which 99,576 shares-are Preferred Stock of the par value of $100 per share of the aggregate par value of $9,957,600 and 10,000,000 shares are Common Stock of the par value of $5 per share of the aggregate par value of $50,000,000. Each share of Common Stock of the par value of $10 per share previously issued is hereby changed into two shares of Common Stock of the 5 h ' per s are. par value of $ . . 10 ~ v 00 w v ~ 0 "FURTHER RESOLVED: That the proper officers of the Corporation be, and they hereby are, authorized and directed to take all steps necessary or advisable to carry out the intents and pur- poses of the foregoing resolution." Thereafter, the Stockholders and proxies presented their ballots, which were delivered to the Inspectors of Election and the Chairman requested the Inspectors to prepare their reports.

~ Follow ing an address to the shareholders.by Mr. Lewis Gruber, Chairman of the Board and Chief Executive Off icer, a general ques- tion and answer period ensued,, after which the Inspectors of Elec- tion presented their reports in writing. Mr. Gruber thereupon declared that Messrs. Gruber, Temple, Davies, Yellen, Parmele, Hoffmann, Cramer, Davidson, Kent, Searle, Henderson, Dawley, and Schreder, all stockholders of the Company, had received the greatest number of votes and were duly elected directors to hold off ice until the next Annual Meeting of the Stock- holders, or until their successors are elected and qualify. He then announced that, it appearing that more than two-thirds in interest of each class of Ptopkholders present at the meeting and voting having voted in favor of the adoption of the resolutions with respect to the amendment of the Certificate of Incorporation, the resolutions had been duly adopted. The reports were ordered to be annexed to these minutes as parts of the same. There being no further business, the meeting, on motion duly made, seconded and unanimously carried, adjourned. arold-F. Temple Chairman of the Meeting. nna F. Woessner Secretary of the Meeting.

S TA TE OF NEW YORK ) :ss: COUNTY OF NEW YORK ) r f On this 3rd day of April, 1959, before me person- ally came ANNA F. WOESSNER, to me known, who being by me duly sworn, did depose and say that she is Secretary of P. LORILLARD COMPANY, a New Jersey corporat-ion, and was Secretary of said corporation at the times herein- after mentioned; that she caused a copy of the annexed printed Notice signed by her of the Annual Meeting of the Stockholders of the said corporation called to be held at the Biltmore Hotel, New York City, N. Y., on April 7, 1959, at two-thirty o'clock in the afternoon, Proxy Statement, Annual Report and a form of the an- nexed proxy, to be mailed postage pre-paid at least twenty days prior to said Meeting to each stockholder of record appearing on the books of said corporation at the close of business on February 19, 1959, addressed to such stockholders at the address given thereon; and that she caused a public notice of the time and place of holding said Meeting to be published on March 24th and 31st, 1959, in The New York Times, a daily news- paper of general circulation, published in the City, County and State of New York. Subscr ibed and sworn to before me this 3rd day of April, 1959. $LiZABE'FFI IL E AM NOTARY PUBLIC, State of New Yos1r No. 41-7418025 Qualified in Queens County Certificate filed with New York County Clerk Term expires March 30, 1960

P. LORILLARD COMPANY Notice of Annual Meeting of Stockholders TO BE HELD APRIL 7, 1959 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 Biltmore Hotel, 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 Meeting of Stockholders or until their successors are elected and qualified; (2) To consider and vote upon a proposed amendment to the Certificate of Incor- poration of the Company under which the presently outstanding shares of Common Stock would be split on a 2 for 1 basis and, in connection therewith, the authorized Common Stock would be modified; and (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 record at the close of business on February 19, 1959, will be entitled to vote, notwithstanding any transfer of any stock on the books of the Company after such record date. Jersey City, N. J. February 26, 1959 ANNA F. WOESSNER, Secretary. 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.

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 provision 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 con- trol from acting, the proxy will be voted at the said meeting and at any adjourn- ment 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 COM- PANY. 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 persons for their expense in so doing at a total estimated cost of about Five Thousand Dollars ($5,000). To the extent necessary in order to assure sufficient representation at the meeting, officers and regular employees of the Company and others regularly retained by 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 stock- holders 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. 2

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 Preferred Stock Total Number of Shares------------------ ,~ 3,282,024 98,000 3,380,024 Number of Votes-_-______________ 3,282,024 98,000 3,380,024 Only stockholders of record at the close of business on February 19, 1959, will be entitled to vote. 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 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-an event which the management does not anticipate-the proxies will be voted for a substitute nominee and the other nominees named below. ame of Nominee rinei,Pa! Oecu¢atson or Em¢loyment Name of corporatsan in whieh such occupation is carried on Year when first elected Director Approximate amount of each class of securities of the Company beneficially owned directly or indirectly as of 7anuary 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. Lorillard Company 1943* 6,450 shares of George 0. Davies Vice President, P. Lorillard Company 1955 Common Stock 5,500 shares of Treasurer and Common Stock Manuel Yellen Director of Finance Vice President P. Lorillard Company 1956 8,500 shares of and Director Common Stock of Sales * Has served continuously since, except for period January 16, 1950, to April 28, 1953. 3

ame of Nominee rincipal Occupation or Employment Name of corporatson in which such occupation is carried on Year when first elected Director Approzimate amount of each class of securities of the Compan y beneficially owned directly or indirectty as of January 19, 1959 Harris B. Parmele Vice President P. Lorillard Company 1950 5,800 shares of George A. Hoffmann and Director of Research Vice President P. Lorillard Company 1957 Common Stock 5,000 shares of Morgan J. Cramer and Director of Manufacturing Director of Export P. Lorillard Company 1958 Common Stock 1,238 shares of George W. Davidson and Government Operations Vice President Federal Tin Company 1957 Common Stock 3,000 shares of Herbert A. Kent Consultant P. Lorillard Company 1939* Common Stock 3,375 shares of F. Gladden Searle Industrialist 1943 Common Stock 900 shares of Donald A. Henderson Treasurer Twentieth Century-Fox 1946 Common Stock 328 shares of Film Corp. Common Stock Melvin E. Dawley Vice President, Lord & Taylor- 1950 568 shares of Director and Department Store Common Stock arold X. Schreder General Merchandise Manager Executive istributors Group, 956 12 shares of Vice President Inc.-Investment Common Stock Executive Vice President Bankers Group Securities, Inc. -Mutual Fund * Has served continuously since, except for period September 1, 1955, to December 19, 1956. Each of the nominees named above is now a director of the Company and, col- lectively, they comprise the entire membership of the Board. Each of such nom- inees 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 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. 4

REMUNERATION AND OTHER TRANSACTIONS WITH DIRECTORS AND NOMINEES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1958 The following table sets forth all direct remuneration paid 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 aggre- gate remuneration 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: ame alary Amount of Incentive Compensation Paid Currently Capacities in Which Remuneration Was 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 0. Davies 36,000.00 66,270.22 Vice President and Treasurer Manuel Yellen 36,000.00 66,270.22 Vice President Harris B. Parmele 36,000.00 66,270.22 Vice President George A. Hoffmann 32,500.00 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 Com- pany Officers and Directors as a group 495,245.75 689,070.00 (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 a contract with Mr. Peak under which, effective that date, he was engaged in an advisory capacity through December, 1959, for compensation at the rate of $30,000 per annum. 5