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73 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 APRIIL 9TH, AT :00 O'CLOCK IN THE AFTERNOON. ~ 1`t6~ Mr. Manuel Yellen, Chairman of the Board, acted as Chairman of the meeting and Mr. William T. Welsh, 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 presented 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 20, 1968, 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 Meeting 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 79,516 Preferred shares, and 5,654,620 Common Shares of stock, or an aggre- gate of '5,734,136 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 R. K. Richardson 100 J. C. Henry 2,800 J. L. Gilbert 92 Evelyn Y. Davis 10 By Proxy: By Manuel Yellen 79,516 5,62J',40;^ By J. Edgar Bennett for: L. R. Shofner 25 By J. C. Henry for: L. M. Weber 50 By J. L. Gilbert for: L. M. Schiele 200 W. M. Kennedy 1,000 Wiener D 40 ~ . ~ A Snyder 31 00 . S. & J. Snyder G Snyder 30 31 w %a cn . 4

74 The proxies presented were ordered to be filed with the Secretary. The Chairman thereupon declaxed 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 reso- lution of the Directors adopted at a meeting held on January 17, 1968, Messrs. Frank Caldararo, and Charles Sposato, neither of them being a Director 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 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 until 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. R. K. Richardson thereupon nominated for Directors the following persons named in the Proxy Statement: Walter M. Aikman, 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, and Manuel Yellen. The foregoing nominations were seconded and, no other nomi- nations being made, the Chairman announced that the polls were open for the election of Directors. TIME: 2:15 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: 2:20 P.M. The Chairman requested the Inspectors of Election to count the votes and report the result of the election in writing to the meeting. The Chairman then stated that the next business before the meeting was the taking of action on the proposal to adopt an Agreement of Merger pursuant to which the Company, a New Jersey Corporation, would be merged into Lorillard Corporation, a wholly- owned Delaware subsidiary corporation which would be the surviving

75 corporation, and among other effects, certain changes in capitali- zation would be made, all as described in the proxy statement. Thereupon, Mr. Philip R. Grant moved and the stockholders severally seconded the adoption of the following resolutions: RESOLVED: That the stockholders of P. Lorillard Company (here- inafter called the Company) hereby approve and adopt the Agreement of Merger dated as of February 21, 1968, between the Company and its directors, or a majority of them, and Lorillard Corporation, a Delaware corporation (hereinafter called the Delaware Company), and its directors, or a majority of them, a copy of which was annexed to the Proxy Statement relating to this meeting, providing for the merger of the Company into the Delaware Company; and that this resolution having been adopted by the votes of stockholders of the Company representing the number of shares of its stock which are required by law for the due approval and adoption of said Agreement of Merger4/(a) the Secretary or any Assistant• Secretary of the Comp- any, be, and he hereby is, authorized and directed to certify upon said Agreement of Merger under the seal of the Company the fact that it has been duly adopted, the certification thereof to be in such form as he shall deem proper; (b) the Chairman of the Board, the President or any Vice-President and the Secretary or any Assistant Secretary of the Company be, and they hereby are, authorized and directed respectively to sign and attest said Agreement of Merger under the corporate seal of the Company when its adoption shall have been so certified thereon, and to make all such acknowledgments and proofs of execution thereon as shall be necessary or proper to consummate such merger; and (c) the Chairman of the Board, the President or any Vice-President and the Secretary or any Assistant Secretary of the Company, be and they hereby are, authorized and directed to file said Agreement of Merger., or one or more certified copies thereof, as shall be required by law, when it shall have been so certified, acknowledged, executed and verified and when it shall have been similarly certified, acknowledged, executed and verified in the name and on behalf of the Delaware Company, with the Secretary of State of the State of New Jersey and with the Secretary of State of Delaware, and to record said Agreement of Merger.in the office of the Recorder, County of New Castle, in the State of Delaware; and FURTHER RESOLVED: That, without prejudice to the general authority by law and under the By-laws of the Company vested in its Board of Directors, the stockholders of the Company hereby authorize said Board of Directors to do or cause to be done all such acts and things and to cause to be executed and delivered all such instruments as said Board, or any officer or off icers of the Company to whom said Board shall make or shall have made any delegation of power in respect thereof, in its, his or their judgment, respectively, shall deem necessary, requisite or proper in order to carry out the intent of the foregoing resolution. Thereafter, the stockholders and proxies presented their ballots, which were delivered to the Inspectors, and the Chairman requested that the reports be prepared. The Chairman then stated that the next business before the meeting was the taking of action on the proposal to authorize grants 9S6E8LI6

76 of stock options, but only with respect to the number of shares of Common Stock heretofore authorized by the stockholders, under a new 1967 Stock Option Plan to be incorporated as Article XVI of the By-laws, and certain options heretofore granted pursuant thereto, as described in the Proxy Statement. Thereupon, Mr. Philip R. Grant moved and the stockholders severally seconded the adoption of the following resolutions: RESOLVED: That the stockholders hereby adopt the proposal in.the proxy statement with respect to this Annual Meeting of Stockholders to authorize grants of stock options under a new 1967 Stock Option Plan to be incorporated as Article XVI of the By-laws and the options heretofore granted pursuant thereto, as described in such proxy statement and hereby approve such 1967 Stock Option Plan; the complete text of which is set forth as Exhibit C of such proxy statement; FURTHER RESOLVED: That the directors and officers of the Company be authorized and empowered to do any and all things necessary and desirable to effectuate the purposes of the fore- going resolution. Thereafter, the stockholders and proxies presented their ballots, which were delivered to the Inspectors, and the Chairman requested that the reports be prepared. The Chairman then stated that the next business before the meeting was the taking of action on the proposal to approve amendments to the Incentive Compensation Plan of the Company as described in the Proxy Statement. Thereupon, Mr. Philip R. Grant moved and the stockholders severally seconded the adoption of the following resolutions: RESOLVED: That the stockholders hereby adopt the proposal in the proxy statement with respect to this Annual Meeting of Stockholders to approve amendments to the incentive compensation plan of the Company set forth in Article XII of the By-laws of the Company, described in such proxy statement, the complete text of which amendments are set forth in Exhibit E of such proxy state- ment and hereby approve such incentive compensation plan, as so amended. FURTHER RESOLVED: That the directors and officers of the Company be authorized and empowered to do any and all things necessary and desirable to effectuate the purposes of the fore- going resolution. Thereafter, the stockholders and proxies presented their ballots, which were delivered to the Inspectors, and the Chairman requested that the reports be prepared. I The Chairman then stated that the next business before the meeting concerned the proposal relating to cumulative voting in the election of directors as submitted by two stockholders, namely John Campbell Henry and Mrs Evelyn Y. Davis. Mr v~ . ~ v c7* to ~ tn v

77 Thereupon, Mr. John Campbell Henry moved and the stockholders severally seconded the adoption of the following resolution. RESOLVED: That the stockholders of Lorillard assembled in annual meeting in person and by proxy hereby request that-the Board of Directors take the steps necessary to provide for the election of directors by cumulative voting, which means each stockholder shall be entitled to as many votes as shall equal the number of shares he owns multiplied by the number of directors to be elected, and he may cast all such votes for a_single candidate or any two or more of them as he may see fit. Mr. Henry then presented his reasons as outlined in the proxy statement, following which Mrs. Evelyn Y. Davis, the other proponent of the resolution, presented her reasons for adoption of the resolu- tion also as outlined in the proxy statement. Thereafter, the stockholders and proxies presented their ballots, which were delivered to the Inspectors, and the Chairman requested 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. Aikman, Bennett, Davies, Dawley, Erickson, Gruber, Henderson, Jordan, Levathes, Meyer, Okerson, Post, Schreder, Stassen and Yellen, 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 the report on the resolutions with respect to the proposals shows that more than the required votes as stated in the Proxy Statement have been cast in favor of the adoption of the merger proposal, the Stock Option proposal and the Incentive Compensation proposal and therefore declared these pro- posals duly adopted. With respect to the cumulative voting proposal, the report showed that a majority of those present and voting had voted against the proposal and hh therefore declared that this proposal was defeated. 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, the meeting, on motion duly made, seconded and carried, adjourned. I Secretary -o ~ ~ w W 0 tn W