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43 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 5, 1960, AT 11:00 OTCLOCK IN THE FORENOON. Mr. Harold F. Temple, 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, 5ecretary 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 num- ber of shares held by each, to wit: The Stockholders of record at 3,;30 P. M. on February 17, 1960, 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 inspection of the stockholders present, aid 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 aff idavits show- ing,mailing thereof and publication of the Notice of the Meeting in accordance 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 80,782 Preferred Shares; and 5,850,686 Common Shares of stock, or an aggre- gate of 5,931,468 shares of stock, being a major ity in interest of all the stockholders of the Company as follows: Stockholders In Person: Pfd. John Campbell Henry George T. Gore Mitchel Bardwil Elizabeth Dodge Herman C. Albers 0 By Proxy : By Lewis Gruber 80,632 By John Campbell Henry for: ~ Shares Common Fern F . Goff Ira N. Goff and Fern F. Goff Ira N. Goff, Jr. Ira N. Goff Samuel Gordon and Mrs. Shirley Gordon Arthur E. Kirstein Ernest Weidhaas Harry F. Brey Caston J. Gilbert Mrs. Jacob Irwin Mrs. Betty A. Goldschmidt L. Guttag A. and Jean Schwartz Louise Henry 00 2800 94 100 50 5,845,374 260 240 396 62 35 200 ~ ~ 200 ~ 100 ~ w 92 ~ 100 N 00 25 30

44 The proxies presented were ordered to be f iled with the Sec- retary. The Chairman thereupon declared a quo.rum 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 17, 1960, Messrs. F. Caldararo and H. E. Erickson, neither of them being a Director nor a candidate for that office, had been appointed to act as Inspectors of Election, and futther stated that they had been duly sworn by a Notary Public of the State of New York for the faithful performance of their duties as Inspectors. She there- upon presented their oaths to the meeting, which were ordered an- nexed to these minutes as parts of the same. The Chairman an nounced 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: Lewis Gruber, Harold F. Temple, George O. Davies, Manuel Yellen, Harris B. Parmele, J. Edgar Bennett, Morgan J. Cr, amer, George W. Davidson, Herbert A. Kent, F. Gladden Searle, Donald A. Henderson, Melvin E. Dawley, and Harold X. Schreder. The foregoing,nominations were seconded, and no other nomina- tions being made, the Chairman announced that the polls were open for the election of Directors. TIME: 11:10 A. M. The Chairman stated that the polls were now open and that the Inspecto,rs 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: 11:15 A. 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 meeting was to consider and vote upon the program consisting of proposed amendments to the Employees' Retirement Plan and proposed amendments to Article XII of the By-laws entitled "Incentive Com- pensation for Officers and Key Personnel," which program 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 resolution:

45 "RESOLVED: That the program set forth in the Proxy State- ment with respect to this meeting, consisting of proposed amendments to the Employees' Retirement Plan and proposed amendments to Article XII of the By-laws entitled 'Incentive Compensation for Officers and Key Personnel' be, and it hereby is, adopted." Thereafter, the Stockholders and proxies presented their bal- lots, which were delivered to the Inspectors of Election,and the Chairman requested the Inspectors to prepare their reports. Following 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, Bennett~; Cramer, Davidson, Kent, Searle, Henderson, Dawley, and Schreder, all stockholders of the Company, had received the great- est number of votes and were duly elected directors to hold office until the next Annual Meeting of Stockholders, or until their suc- cessors are elected and qualify. He then announced that.'.it appearing that a majority in inter- est of the shares voting at the meeting having voted in favor of the adoption of the program, the resolution with respect to such program 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. H. F. Temple Chairman of the eeting. nna F. Wodssner ~ Secretary of the Meeting.

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STATE OF NEW YORK ) :ss.: COUNTY OF NEW YORK ) On this 4th day of April, 1960, before me personally 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 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 Stockholders of the said cor- poration called to be held at the Biltmore Hotel, New York City, N. Y., on April 5, 1960, at eleven o'clock in the forenoon, Proxy Statement, Annual Report and a form of the annexed 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 17, 1960, addressed to such stockhold- ers 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 22nd and 29th, 1960, in The New York Times, a daily newspaper of general circulation, pub- lished in the City, County and State of New York. Subscribed and swgrn to before me thip 4,t'h day of Am-11. 1 11 ROBEERT W. SNYDER Notary Public, State of New York No. 30•3757550 Qualified in Nassau County Certificate Filed with New York County Clerk Ternt Expires March 30, 1961

P. LORILLARD COMPANY Notice of Annual Meeting of Stockholders TO BE HELD APRIL 5, 1960 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 11:00 o'clock in the forenoon of April 5, 1960, 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 program formulated by the Board of Directors for submission to stockholders to improve the Company's Employees' Retire- ment Plan and reduce incentive compensation under Article XII of the By-laws ; 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 17, 1960, 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, 1960 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 adj ourn- 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__ 6,564,048 98,000 6,662,048 Number of Votes 6,564,048 98,000 6,662,048 Only stockholders of record at the close of business on February 17, 1960, 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. Approximate amount of each class of Name of Year securities of the corporation when Company beneficially Princif al in which such first owned directly or indirectly as of Name of Occupatzon or occupation is elected Nominee Employment carried on Director lanuary 15, 1960 Lewis Gruber Chairman of P. Lorillard Company 1946 22,000 shares of the Board and Common Stock Harold F. Temple Chief Executive Officer President P. Lorillard Company 1943* 12,900 shares of George O. Davies Vice President, P. Lorillard Company 1955 Common Stock 11,000 shares of Treasurer and Common Stock Manuel Yellen Director of Finance Vice President P. Lorillard Company 1956 17,102 shares of and Director Common Stock of Sales * Has served continuously since, except for period January 16, 1950, to April 28, 1953. 3

Name of Nominee Principal Occupation or Employment Name of corporation in which such occupation is carried on dpproximate amount of each class of Year securities of the when Company beneficially first owned directly or elected indirectly as of Director 7anuary 15, 1960 Harris B. Parmele Vice President P. Lorillard Company 1950 J. Edgar Bennett and Director of Research Director of P. Lorillard Company 1960 Morgan J. Cramer Manufacturing Director of Export P. Lorillard Company 1958 George W. Davidson and Government Operations Executive Federal Tin Company 1957 Herbert A. Kent Vice President Consultant P. Lorillard Company 1939* S l i li t I d t 1943 ear e F. Gladden r a s n us Donald A. Henderson Treasurer and Twentieth Century-Fox 1946 Melvin E. Dawley Secretary President and Film Corp. Lord & Taylor- 1950 Harold X. Schreder Director Executive Department Stores Distributors Group, 1956 Vice President Inc.-Investment Bankers and Group Securities, Inc. -Mutual Fund 11,600 shares of Common Stock 5,800 shares of Common Stock 2,476 shares of Common Stock 6,000 shares of Common Stock 6,750 shares of Common Stock 2,000 shares of Common Stock 656 shares of Common Stock 1,126 shares of Common Stock 224 shares of Common Stock * 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, collectively, such nominees 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 J. Edgar Bennett, who, for more than the last five years, had served the Company as Assistant Director of Manufacturing. 4

REMUNERATION AND OTHER TRANSACTIONS WITH DIRECTORS AND NOMINEES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1959 The following table sets forth all direct remuneration paid by the Company and its subsidiaries for the fiscal year ended December 31, 1959, to (1) each person who was a director of the Company at any time during such year and whose aggregate 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 aggre- gate 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. Estimated annual retirement benefits to the same persons at normal retirement date under the Employees' Retirement Plan as now in effect are set forth in column (5) of the table. (1) (2) (3) (4) (5) Name Salary Capacities Current {n Which Incentive Remuneration Compensation Was Received Estsmated Annual Retire- ment Bene t at Normal e- tirement Datc(a) Lewis Gruber 75,000 100,769.42 Chairman of the Board 10,740 Harold F. Temple 60,000 84,615.54 President 14,692 George O. Davies 40,000 68,461.65 Vice President and Treasurer 10,180 Manuel Yellen 40,000 68,461.65 Vice President 12,909 Harris B. Parmele 39,000 68,461.65 Vice President 9,140 George A. Hoffmann 38,000 68,461.65 Vice President 4,840 Morgan J. Cramer 22,000 44,230.82 Director of Export and Government Operations 6,354 George W. Davidson 25,500 25,000.00 Executive Vice President -Federal Tin Company 7,895 Officers and directors 521,216 675,962.38 as a group (a) In each case, the estimate assumes continued employment at the salary rate in effect December 31, 1959, until normal retirement date. For the contingent awards of incentive com- pensation payable during each of the ten years after termination of employment, see page 6. For proposed amendments to the Employees' Retirement Plan, see pp. 7 et seq. ~ r-• •.1 The contingent awards of incentive compensation under Article XII of the By-laws since 1954 (the first year for which contingent awards were made) are oa G3 ~ 5 m j