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69 MINUTES OF THE ANNUAL MEETING OF THE STOCKHOLDERS OF P. LORILLARD COMPANY, HELD IN THE GRAND BALLROOM, COMMODORE HOTEL, LEXINGTON AVENUE AT 42ND STREET, NEW YORK, N. Y., ON APRIL 4TH, 1967, AT 2:00 O•CLOCK IN THE AFTERNOON. Mr. Manuel Yellen, 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, 1967, 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, and such books and list remained 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 affidavits showing mailing thereof and publication of the Notice of the Meet- ing in accordance with law and the By-laws of the Company, all of which were ordered 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 81,719 Preferred shares, and 5,859,228 Common shares of stock, or an aggre- gate of 5,940,947 shares of stock, being a majority in interest of all the stockholders of the Company as follows: In Person: Preferred Common Manuel Yellen 26,724 Evelyn Y. Davis 10 John Campbell Henry 2,800 Barbara Mac Manus 26 Barbara Sutloff 1 Arthur Abbey 300 By Proxy: By Manuel Yellen 81,719 5,828,753 By Anna F. Woessner for: E. Greene 16 L. Sh4fner 25 By R. K. Richardson for: R. McCormack 10 By Lewis D. Gilbert for: S. and J. Snyder 30 ~ Snyder G L 31 ~ . . L. M. Schiele C. J. Gilbert H. B. Werblin 200 92 10 ~ m w ~ -0 By H. E. Stassen for: C. De Witt 200

70 The proxies presented were ordered to be filed with the Secretary. 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 January 18, 1967, 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 Inspec- tors 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 the Minutes as parts of the same. . The Chairman announced that the first business to come before the meeting was the election of fifteen Directors to hold office un- til the next Annual Meeting of the Stockholders and until their successors are elected and qualify, and that the meeting was open for the nomination of such Directors. Mr. Robert K. Richardson thereupon nominated for Directors the following persons named in the Proxy Statement: J. Edgar Bennett, George O. Davies, Melvin E. Dawley, Henry E. Erickson, Lewis Gruber, Donald A. Henderson, William A. Jordan, Peter G. Levathes, Robert Meyer, William D. Okerson, Robert Z. Post, Harold X. Schreder, Harold E. Stassen, Anna F. Woessner, and Manuel Yellen. The foregoing nominations were seconded,and, no other nomina- tions being made, the Secretary announced that the polls were open for the election of Directors. TIME: 2:12 P.M. The Chairman 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 Chairman announced that the polls were closed. TIME: 2:18 P.M. The Chairman requested the Inspectors of Election to count the votes and report the result of the election in writing to the meet- ing. The Chairman then stated that the next business before the meeting was the taking of action on the proposal to adopt a general profit sharing plan for employees of the Company's tobacco business, as described in the Proxy Statement. Thereupon, Mr. Philip R. Grant moved and the stockholders severally seconded the adoption of the following resolution: "RESOLVED: That the stockholders hereby approve the adoption of the proposal in the Proxy Statement in respect of the profit sharing plan described in the Proxy Statement, all as more fully set forth therein."

71 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 stockholders by Mr. Manuel Yellen, the Inspectors presented their reports in writing. Mr. Yellen thereupon declared that Messrs. Bennett, Davies, Dawley, Erickson, Gruber, Henderson, Jordan, Levathes, Meyer, Okerson, Post, 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 Stock- holders 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, pre- sent and voting, had voted affirmatively for the adoption of the proposal, the resolution with respect to such proposal had been duly adopted. The reports were ordered to be annexed to•the Minutes as parts of the same. A general question and answer period then ensued after which, there being no further business, tpe,,,meeting, on motion duly made, seconded and carried, adjourned. nna r. woessner Secretary of the Meeting.

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