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65 MINUTES OF THE ANNUAL MEETINO OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD AT THE GEORGIAN BALLROOM, AMERICANA HOTEL, SEVENTH AVENUE AT 52ND STREET, NEW YORK, N. Y., ON APRIL 12TH, 1966, AT 2:00 O'CLOCK IN THE AFTERNOON. Mr. Manuel Yellen, Chairman of the Board, acted as Chafrman of the meeting and Miss Anna F. Woessner, Secretary of the Company, act- ed 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 21, 1966, 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 Secretary 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. The Secretary presented a copy of the Notice of the Meeting with Proxy Statement and form of proxy, together with aff idavits.showing mailing thereof and publication of the Notice of the Meeting in ac- cordance with law and the,By-laws of the Company, and stated.they would be annexed to the 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 83,593 Preferred shares, and 5,871,871 Common shares of stock, or an aggre- gate of 5, 955,,464 shares of stock, being a majority in interest of all the stockholders of the Company as follows: In Person: Preferred Common Manuel Yellen 25,724 Evelyn Y. Davis 10 Clifford D. Furman 22 Harry and Betty Steiner 50 John Campbell Henry 2,800 Audry E. Byrne 50 Fred Ulmer 100 By Proxy: By:.Manuel Yellen 83,593 5,842,630 By J. Edgar Bennett for: Anna De Bow 50 By Robew~t Richardson for: Anne Richardson 100 By John J. Gilbert for: D. and E. Jenkins 100 H. B. Werblin 10 C. J. Gilbert 92 0 B. J. Shepherd 50 ~ G. L. Snyder 31 S. and J. Snyder 30 ~ E. Korwan 12 ~ D. and P. Phillippi 10

66 The proxies presented were ordered to be filed with the Secretary. The Secretary 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 16, 1966, Messrs. Frank Caldararo and Charles Sposato; neither of them being a Director nor a candidate for that off ice, 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 per- formance of their duties as Inspectors. The Secretary thereupon pre- sented their oaths to the meeting and stated they would be annexed to these Minutes as parts of the same. The Secretary announced that the first business to come before the meeting wAs the election of fifteen Directors to hold off ice until the next Annual Meeting of the Stockholders and until their successors are elected and qualify, and that the meeting was open for the nomina- tion of such Directors. Mr. Robett Richardson thereupon nominated for Directors the following persons named in the Proxy Statement: J. Edgar Bennett, John J. Darby, George 0. Davies, Melvin E. Dawley, Henry E. Erickson, Lewis Gruber, Donald A. Henderson, William A. Jordan, Peter G. Levathes, Robert Meyer, William D. Okerson, Harold X. Schreder, Harold E. Stassen, Anna F. Woessner, and Manuel Yellen. The foregoing nominations were seconded and, no other nominations being made, the Secretary announced that the polls were open for the election of Directors. TIME: 2:18 P. M. The Secretary then stated that the Inspectors 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 Secretary an- nounced that the polls were closed. TIME: 2:24 P. M. The Secretary then requested the Inspectors of Election to count the votes and report the result of the election in writing to the meeting. The Secretary then stated that the next business before the meet- ing was the taking of action on the proposal to concur in the reduction of the deferment period for certain awards under the Company,"s Incen- tive Compensation Plan by the amendment to the By-laws described in the Proxy Statement. Thereupon, Mr. Robert Mc Cormack moved and the stock- holders severally seconded the adoption of the following r.esolution: "RESOLVED: That-the stockholders hereby adopt the proposal in the Proxy Statement with respect to this Annual Meeting of Stockholders to concur in the reduction of the deferment period for certain awards under the Incentive Compensation Plan of P. Lorillard Company set forth in Article XII of the .o ~ J w w m a cn

67 By-laws and that such Article XII of the By-laws, as amended to reflect such reduction, be, and the same hereby is, approved." Thereafter, the stockholders and proxies presented their ballots, which were delivered to the Inspectors, and the Secretary requested that the reports be prepared. Following an address to the stockholders by Mr. Manuel Yellen, the Inspectors presented their reports in wr iting and Mr. Yellen thereupon declared that Messrs. Bennett, Darby, Davies, Dawley, Erickson, Gruber, Henderson, Jordan, Levathes, Meyer, Okerson, Schreder, Stassen, Yellen, and Miss Woessner, all stockholders of the Company, had received the greatest number of votes and were duly elected Directors to hold office until the next Annual Meeting of Stockholders and until their successors are elected and qualify. He then announced that, it appearing that more than two-thirds in interest of each class of the Company's outstanding stock, pres- ent and voting, had voted affirmatively for the adoption of the pro- posal, the resolution 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, thg me ting, on nqotion duly made, seconded and carried, adjourned. Anna F. Woessner Secretary of the Meeting.

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