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P. LORILLARD COMPANY Notice of Annual Meeting of Stockholders To Be Held April 9, 1968 To the Stockholders o f P. Lorillard Company: NOTICE is hereby given that the Annual Meeting of stockholders of P. LoxiLLaxn CoMPnNY, a New Jersey corporation, will be held in the Grand Ballroom, Commodore Hotel, 42nd Street and Lexington Avenue, New York, N. Y., at 2:00 o'clock in the afternoon of April 9, 1968, for the following purposes: (1) To adopt an Agreement of Merger pursuant to which the Company, a New Jersey corpora- tion, would be merged into Lorillard Corporation, a wholly-owned Delaware subsidiary cor- poration which would be the surviving corporation, and, among other effects, certain changes in capitalization would be made, all as described in the accompanying Proxy Statement; (2) To elect fifteen directors; (3) To approve a proposal to authorize grants of stock options, but only with respect to the num- ber 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 accompanying Proxy Statement; (4) To approve amendments to the incentive compensation plan of the Company, as described in the accompanying Proxy Statement; and (5) To transact such other business as may properly come before the meeting or any adjournment thereof, including taking action upon a resolution relating to cumulative voting for the election of directors proposed separately by two stockholders and set forth in the accompanying Proxy Statement under the heading "Other Matters", if such resolution is properly presented for action at the meeting. The stock transfer books will not be closed, but only stockholders of record as of the close of business on February 20, 1968, will be entitled to receive notice and to vote. By order of the Board of Directors, February 29, 1968 -o wILLIAM T. WELSH, ~ Secretary. 00 w ~ ~ ~ If you are unable to be present at the meeting, please sign the enclosed proxy and return it in the accompanying envelope. IMPORTANr: Do not discard the white envelope affixed to the outside of the blue envelope in which you received this material until you have taken out the proxy card and return envelope that are inside.