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53 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD IN ALBERT HALL, AMERICANA HOTEL, SEVENTH AVENUE AT 52nd STREET, NEW YORK, NEW YORS, ON APRIL 2, 1963, AT 2:00 O'CLOCK IN THE AFTERNOON. Mr. Lewis Gruber, Chairman of the Board, acted as Chairman of the meeting 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 14, 1963, 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 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 78,728 Preferred Shares, and 5,895,708 Common Shares of stock, or an aggre- gate of ,5,974,436 shares of stock, being a majority in interest of all the stockholders of the Company as follows: In Person: Preferred Common Lewis Gruber 21,592 John Campbell Henry 2,800 Mrs. Mary R. Burke 110 Mrs. Mary H. Cassidy 100 Mrs. Elizabeth Dodge 50 George T. Gore 94 Kenneth Ostrove 50 Norman Stern 6 Ernest Weidhaas 200 By Proxy : By Lewis Gruber 78,628 5,867,944 By Lewis Gilbert for: Harry F. Brey 100 Caston J. Gilbert 92 Lawrence R. Maxwell 2 Snyder S. and Juliet G. Snyder 30 Snyder S. Snyder David M. Davis 62 35 ~ v ao By John Campbell Henry for: to 00 Howard Sinnott 241 P" Mrs. Louise Henry 100 10

'S1 Common By Roger Perreau.: for: Spencer Trask & Co. 2,200 < < The proxies presented were ordered to be f iled with the Sec- retary. 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 Director s adopted at a meeting held on February 20, 1963, Messrs. F. Caldararo and C. Sposato, neither of them be ing 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 d uly sworn by a Notary Public of the State of New York for the faithful performance of their duties as Inspectors. The Secretary there- upon presented their oaths to the meeting, which were ordered an- nexed to these minutes as•parts of the same. The Chairman announced that the first business to come before the meeting was 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. George W. Davidson thereupon nominated for Directors the following persons named in the Proxy Statement: Lewis Gruber Manuel Yellen F. Gladden Searle Morgan J. Cramer Harris B. Parmele Donald A. Henderson J. Edgar Bennett Henry E. Erickson Melvin E. Dawley George 0. Davies Albert L. Dion Harold X. Schreder Harold E. Stassen. 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: 2:10 P.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 Inspectors. The ballots of all stockholders present, either in person or by proxy, having been received by the Inspectors of Elec- tion, the Chairman announced that the polls were closed. TIME: 2: 20 P. M. The Chairman requested the 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 before the meeting was to consider and vote upon a proposal•to adopt a Stock Purchase, Option and Incentive Plan to be incorporated as a new ~ Article XV of the By-laws, all as fully set forth in the Proxy V Statement. oQ w cQ Mr. Morgan J. Cramer, President, then read to the meeting a a statement outlining the features of the pro posed Plan. Thereupon,

55 Mr. Robert Mc Cormack moved and several stockholders seconded the adoption of the following resolutions: RESOLVED: That the By-laws of the corporation as now in effect be and they hereby are amended by adding thereto a new Article XV to read as set forth in Ex- hibit A to the Proxy Statement dated February 21, 1963, which accompanied the Notice of Annual Meeting of Stock- holders of April 2, 1963. FURTfiER RESOLVED: That the proper of f icers of the corporation be, and they hereby are, authorized and di- rected to take all steps necessary or advisable to carry out the intents and purposes of the foregoing resolution. 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. Morgan J. Cramer, President, the Inspectors presented their reports in wr it- ing. Mr. Cramer thereupon declared that Messrs. Gruber, Cramer, Bennett, Davies, Yellen, Parmele, Erickson, Dion, Searle, Henderson, Dawley, Schreder, and Stassen, all stockholders of the Company, had received the greatest number of votes and were duly elected Direc- tors to hold office until the next Annual Meeting of Stockholders or until their successors 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, pres- ent and voting, had voted aff irmatively for the adoption of the pro- posal, the resolutions with respect to such proposal had been duly adopted. The reports were ordered to be annexed to these minutes as parts 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. Lewisf `T`sruber Chairman of the Meeting nn F, oessner Secretary of the Meeting.

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