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P. LORILLARD COMPANY Notice of Annual Meeting of Stockholders TO BE HELD APRIL 4, 1961 To the Stockholders of P. Lorillard Company: NOTICE is hereby given that the Annual Meeting of the,_Stockholders of P. LoRiLLAEtn 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 4, 1961, 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; and (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 February 15, 1961, 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. ('I Jersey City, N. J. ~~~ February 24, 1961 , 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 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 persons for their expense in so doing at a total estimated cost of about Nine Thousand Dollars ($9,000). 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 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. 2 v

., 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 Q . Only stockholders of record at the close of business on February 15, 1961, will be entitled to vote. tlpproximate amount of eacAclassof Name of Year securities of the corporatson when Company beneficially Principal in whick such rst owned directly or Name of Occupatson or occupation a e ected indireetly as of Nominee Employment carried on Director January 15,1961 Lewis Gruber Chairman of P. Lorillard Company 1946 22,000 shares of the Board Common Stock* Harold F. Temple President and P. Lorillard Company 1943** 12,900 shares of Chief Executive Common Stock Officer George 0. Davies Vice President, P. Lorillard Company 1955 11,000 shares of Treasurer and Common Stock Director of Finance Manuel Yellen Vice President P. Lorillard Company 1956 17,302 shares of and Director Common Stock*** of Sales 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. * 2,000 of such shares are held in a trust. ** Has served continuously since, except for period January 16, 1950, to April 28, *** Including 302 shares held as custodian for his children. 1953. 3

Name of Nominee Principal Occu¢atwn or Employment Name of crorporatwn in mkich such occupation is carried on Approximate amount of each class of Year securities of the when Com¢any beneficially frst omned directly or elected indarectly as of Director 7anuary 15,1961 Harris B. Parmele Vice President P. Lorillard Company 1950 Morgan J. Cramer and Director of Research Vice President; P. Lorillard Company 1958 . Edgar Bennett Assistant to the President; and Director of International Operations Vice President . Lorillard Company 960 Fred M. Taylor and Director of Manufacturing Director of Leaf P. Lorillard Company 1960 George W. Davidson Activities Executive Federal Tin Company 1957 l Gl S F dd Vice President t i li t I d 1943 ear en e . a n us r a s 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 11,400 shares of Common Stock 2,476 shares of Common Stock 5,800 shares of Common Stock 1,220 shares of Common Stock 6,000 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 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 Fred M. Taylor, who, for more than the last five years, had served the Company as Supervisory Buyer until February 1, 1959, and as Director of Leaf Activities thereafter. 2 4

.1 d REMUNERATION AND OTHER TRANSACTIONS WITH DIRECTORS AND NOMINEES FOR THE FISCAL YEAR ENDED DECEMBER 31, 1960 The following table sets forth all direct remuneration paid by the Company and its subsidiaries for the fiscal year ended December 31, 1960, 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 aggregate remuneration for such year exceeded $30,000; and (3) all per- sons, 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) EstiSmated Ca¢aeities dnnual Retire- Current in Which ment Benefit Incentive Remuneratson at Normal Re- Com¢ensation Was Received tirement Date(a) Lewis Gruber 75,000.00 65,544.97 Chairman of the Board 19,812 Harold F. Temple 61,250.00 59,199.61 President 20,526 George 0. Davies 40,000.00 48,790.08 Vice President and Treasurer 18,789 Manuel Yellen 40,000.00 48,790.08 Vice President 20,892 Harris B. Parmele 39,000.00 48,790.08 Vice President 22,011 Morgan J. Cramer 29,500.00 46,299.14 Vice President and Director of International Operations 20,526 J. Edgar Bennett 26,333.32 26,693.39 Director of Man- ufacturing 19,165 George W. Davidson 25,500.00 16,497.50 Executive Vice President -Federal Tin Company 16,060 Fred M. Taylor 18,464.04 15,645.04 Director of Leaf Activities 7,674 George A. Hoffmann Officers and directors 27,166.66 24,439.37 Vice President 17,685 as a group 559,555.62 498,059.26 Name Salary (a) In each case, the estimate assumes continued employment until normal retirement date at the salary rate in effect December 31, 1960, and with the same current incentive compensation as that for 1960, and election of a joint and survivor annuity providing benefits to the survivor also. For the contingent awards of incentive compensation payable during each of the ten years (fifteen years in the case of contingent awards for 1960 and subsequent years) after termination of employment, see page 6. 5

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 in each case payable (subject to prescribed conditions) in equal monthly instal- ments over a period of ten years (fifteen years in the case of contingent awards for 1960 and subsequent years) following the close of the year in which employ- ment by the Company terminates. The respective amounts of contingent awards of incentive compensation for 1960 for the directors and officers referred to in the above table, contingently payable to them during each of the fifteen years after termination of employment and constituting, in each case, one-fifteenth of the contingently payable part of the incentive compensation award for such year, and, in parentheses, the total respective instalments contingently payable to them during each of the ten years after termination of employment as a result of all contingent awards for years prior to 1960, constituting one-tenth of the total of all such awards, are : J. Edgar Bennett____ $ 779.56 ($ 2,037.50) Morgan J. Cramer______ . 3,926.49 ( 6,644.25) George W. Davidson__ 255.50 ( 1,500.00) George 0. Davies______ 4,424.68 ( 27,781.58) Lewis Gruber _ _7,775.66 ( 53,614.02) George A. Hoffmann---- __ 629.29 ( 21,739.88) Harris B. Parmele__ 4,424.68 ( 28,968.61) Fred M. Taylor_ 236.56 ( 437.50) Harold F. Temple___- 6,506.59 ( 33,114.34) Manuel Yellen 4,424.68 _ ( 27,789.03) Directors and officers as a group 33,755.02 ( 209,182.97) All of the remuneration set forth was received by the persons named in their capacities as officers or employees of the Company and its subsidiaries. AUDITORS The Board of Directors has appointed Messrs. Haskins & Sells, Certified Public 10 Accountants, to be the independent Auditors of your Company, and a represent- ative of that firm will be present at the Annual Meeting of Stockholders I" v 00 . w v 00 6 00

CONCLUSION The Annual Meeting is called for the purposes set forth above 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, 1961. 7