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49 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD IN THE GRAND BALLROOM OF THE BILTMORE HOTEL, MADISON AV. at 43rd ST., NEW YORK, N. Y., ON APRIL 3, 1962, at 11:00 A.M. Mr. Morgan J. Cramer, President, acted as Chairman of the meet- ing 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 P. M. on February 15, 1962, 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, 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 86,158 Preferred Shares, and 5,883,507 Common Shares of stock, or an aggre- gate of 5,969,665 shares of stock, being a majority in interest of all the stockholders of the Company.as follows: In Person: Preferred Common Lewis Gruber 26,592 Mrs. Ida Fichandler 100 Mrs. Olive. Holliday Reid 60 Mrs. Helen Watson . 10 Miss Evelyn Y. Davis 10 Rose Reinsberg 25 By Proxy: By Lewis Gru ber 86,058 5,852,716 By Lewis Gil Ir a N. ber Gof t:;for: , f, Jr. 396 Fern F. Go ff 260 Ira N. and Fern F. Goff 240 Ira N. Gof f 62 John Ca mpb e l l Henry .fl 2,800 Laurence R. Maxwell ~ 2 Miss Helen Plavin ~ 50 Snyder S. Snyder v 62 Snyder S. and Juliet G. Snyder ~ 30 Caston J. Gilbert 92 Mrs. Louise Henry 100 The proxies presented were ordered to be f iled with the Secre- tary.

so 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 21, 1962, Messrs. F. Caldararo and C. Sposato, neither of them being a Direc- tor nor a candidate for that office, had been appointed to act as Inspectors of Election, and further 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. The Secretary thereupon presented their oaths to the meeting, which were ordered annexed to these minutes as part of the same. The Chairman announced that the first business to come before the meeting was the election of thifteen 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. George Hoffmann ing persons named in the thereupon nominated for Directors the follow- Proxy Statement: Lewis Gruber Harris B. Parmele F. Gladden Searle Morgan George Manuel J. Cramer 0. Davies Yellen J. Edgar Albert L. Henry E. Bennett Dion Erickson George Donald Melvin Harold W. A. E. X. Davidson Henderson Dawley 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.:..1Q A. M. The Chairman stated that the Inspectors of Election were pre- pared to receive the votes of the stockholders. The stockholders and proxies then presented their ballots and delivered them to the Inspec- tors. 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 requestedthe Inspectors of Election to count the votes and report in writing to the meeting the result of the election. The Chairman then stated that the next business to come before the meeting was to consider and vote upon Proposal A to amend the Certif icate of Incorporation and Proposal B to amend the By-laws, all as fully set forth in the Proxy Statement. Thereupon, Mr. Robert Mc Cormack moved and Mr. George Hoffmann seconded the adoption of the following resolutions:. "RESOLVED: That Article THIRD of the Certif icate of Incorpora- tion as now in effect be and it hereby is amended so as to read as set forth in Exhibit 2 entitled 'Article THIRD of Certif i- cate of Incorporation as Proposed to be Amended,' to the Proxy

51 Statement dated February 23, 1962, which accompanied the Notice of Annual Meeting of Stockholders of April 3, 1962.'• "RESOLVED: That the By-laws of the Company as now in effect be and they hereby are amended by adding a new Article XIV thereto to read substantially in the form annexed as Exhibit 3 entitled 'Proposed Article XIV of By-laws' to the Proxy State- ment dated February 23, 1962, which accompanied the Notice of Annual Meeting of Stockholders of April 3, 1962." "FURTHER RESOLVED: That the proper officers of the corpora- tion be, and they hereby are, author ized and directed to take all steps necessary or advisable to carry out the intents and purposes of the foregoing resolutions." Thereafter, the Stockholders and proxies presented their bal- lots, which were delivered to the Inspectors and the Chairman re- quested that the reports be prepared. Following an address to the shareholders by Mr. Lewis Gruber, the Inspectors presented their reports in writing. Mr. Gruber thereupon declared that Messrs. Bennett, Cramer, Davidson, Davies, Dawley, Dion, Erickson, Gruber, Henderson, Parmele, Schreder, Searle and Yellen, 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 more than two-thirds in interest of each of the Common Stock and Preferred Stock entitled to vote at the Meeting had voted aff irmatively for the adoption of Proposal A, the resolution with respect to such proposal had been duly adopted; and that it appearing that a majority in interest of the Company's outstanding stock entitled to vote at the Meeting had voted aff irmatively for the adoption of Proposal B, the resolution with respect to such proposal had been duly adopted, together with the resolution authorizing the proper officers to carry out the in- tents and purposes of the foregoing resolutions. The reports were ordered to be annexed to these minutes as par,ts of the same. A general question and answer period then ensued after which, there being no further business, the meeting, on motion duly made and seconded, adjourned. ~ o gan j-., ~:ramer Ch&' man of the Meeting Secretary of the Meeting. Anna-F. Woessner ~ ~ v ~ w V ~ CD

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