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CERTIFICATE OF INCORPORATION OF LORILLARD CORPORATION As Amended By Agreement of Merger Dated as of February 21, 1968

CERTIFICATE OF INCORPORATION OF LORILLARD CORPORATION I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of*Delaware, do hereby certify as follows: FIRST: The name of the corporation (hereinafter called the Corporation) is Lorillard Corporation. SECOND: The address of the Corporation's registered office in the State of Delaware is 100 West Tenth Street, City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company. THIRD: The nature of the business or purposes of the Corporation are as follows: (1) to buy, manufacture, sell and otherwise deal in tobacco and tobacco products in any and all forms; and (2) to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 22,000,000 shares, consisting of (1) 2,000,000 shares of Preferred Stock, without par value, and (2) 20,000,000 shares of Common Stock, par value $5 per share. The voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the classes of stock of the Corporation which are fixed by this Certificate of Incorporation, and the authority vested in the Board of Directors to fix by resolution or resolutions providing for the issue of Preferred Stock the voting powers, if any, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of the shares of Preferred Stock which are not fixed by this Certificate of Incorporation are as follows: (a) The Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not canceled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized. Each series of Preferred Stock shall be distinctively designated by letter or descriptive words. All series of Preferred Stock shall rank equally and be identical in all respects except as permitted by the provisions of paragraph (b) of this Article FOURTH. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes. (b) Authority is hereby vested in the Board of Directors from time to time to issue the Preferred Stock as Preferred Stock of any series and in connection with the creation of each such series to fix by resolution or resolutions providing for the issue of shares thereof the voting powers, if any, the designation, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such series to the full extent now or here- after permitted by this Certificate of Incorporation and the laws of the State of Delaware, in respect of the matters set forth in the following subparagraphs. (1) to (9), inclusive: (1) the distinctive designation of such series and the number of shares which shall con- stitute such series, which number may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by action of the Board of Directors; A-1 10 P" v 00 w ~ ~ m

(2) the dividend rate of such series ai3d any limitations, restrictions or conditions on the payment of dividends, subject to paragraph (c) of this Article FOURTH; (3) the price or prices at which, and the terms and conditions on which, the shares of such series may be redeemed by the Corporation, provided that such price shall not be more than $115 per share, plus an amount equal to accrued dividends (as defined in paragraph (h) of this Article FOURTH); (4) the amount or amounts payable upon the shares of such series in the event of any liquidation, dissolution or winding up of the Corporation, provided that such amount or amounts shall not exceed in the event of any voluntary liquidation, dissolution or winding up $115 per share, or in the event of any involuntary liquidation, dissolution or winding up $100 per share, plus in either case an amount equal to accrued dividends; (5) whether or not the shares of such series shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series and, if so entitled, the amount of such fund and the manner of its application; (6) whether or not the shares of such series shall be made convertible into, or exchange- able for, shares of any other class or classes of stock of the Corporation or shares of any other series of Preferred Stock, and, if made so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such con- version or exchange may be made, and any other terms and conditions of such conversion or exchange; (7) whether or not the shares of such series shall have any voting powers and, if voting powers are so granted, the extent of such voting powers; (8) whether or not the shares of such series shall be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional Preferred Stock (including additional shares of such series or of any other series), and upon the payment of dividends (in addition to those provided in paragraphs (c) and (d) of this Article FOURTH) or the making of other distributions on, and the purchase, redemp- tion or other acquisition by the Corporation or any subsidiary of, any outstanding stock of the Corporation; and (9) such other preferences, rights, restrictions and qualifications as shall not be inconsistent herewith. (c) The holders of Preferred Stock of each series shall be entitled to receive, when and as declared by the Board of Directors, dividends in cash at the rate for such series fixed by the Board of Directors as provided in paragraph (b) of this Article FOURTH, and no more, payable quarterly on the first days of January, April, July and October in each year (each of the quarterly periods ending on the first days of such months, respectively, being hereinafter called a dividend period), in each case from the date of cumulation (as defined in paragraph (h) of this Article FOURTH) of such series. Except as may otherwise be provided in the resolution or resolutions providing for the issue of any given series of Preferred Stock, dividends on Preferred Stock shall be cumulative (whether or not there shall be net profits or net assets of the Corporation legally available for the payment of such dividends), so that, if at any time full cumulative dividends (as defined in paragraph (h) of this Article FOURTH) upon the Preferred Stock of all series to the end of the last completed dividend period shall not have been paid or declared and a sum sufficient for payment thereof set apart, the amount of the deficiency shall be fully paid, but without interest, or dividends in such amount shall have been declared on each such series and a sum sufficient for the payment thereof shall have been set apart for such payment, before any sum or sums shall be set aside for or applied to the purchase or redemption of Preferred Stock of any series (either pursuant to any applicable sinking fund provisions or any redemption authorized pur- A-2

suant to paragraph (g) of this Article FouxTx or otherwise) or set aside for or applied to the purchase of Common Stock and before any dividend shall be paid or any other distribution made upon the Common Stock (other than a dividend payable in Common Stock); provided, however, that any moneys deposited in the sinking fund provided for any series of Preferred Stock in the resolution or resolutions providing for the issue of shares of said series, in compliance with the provisions of such sinking fund and of this paragraph (c), may thereafter be applied to the purchase or redemption of Preferred Stock in accordance with the terms of such sinking fund whether or not at the time of such application full cumulative dividends upon the outstanding Preferred Stock of all series to the end of the last completed dividend period shall have been paid or declared and set apart for payment. All dividends declared upon the Preferred Stock of the respective series outstanding shall be declared pro rata, so that the amounts of dividends declared per share on the Preferred Stock of different series shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of such respective series bear to each other. (d) Before any sum or sums shall be set aside for or applied to the purchase of Common Stock and before any dividends shall be paid or any distribution ordered or made upon the Common Stock (other than a dividend payable in Common Stock), the Corporation shall comply with the sinking fund provisions, if any, of any resolution or resolutions providing for the issue of any series of Preferred Stock any shares of which shall at the time be outstanding. (e) Subject to the provisions of paragraph (c) and (d) of this Article FouRTx, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors. (f ) In the event of any liquidation, dissolution or winding up of the Corporation, the holders of Preferred Stock of each series then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of Common Stock, an amount deter- mined as provided in paragraph (b) of this Article FouxTx for every share of their holdings of Preferred Stock of such series. If upon any liquidation, dissolution or winding up of the Corpora- tion the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of Preferred Stock of all series the full amounts to which they respectively shall be entitled, the holders of Preferred Stock of all series shall share ratably in any distribution of assets according to the respective amounts which would be payable in respect of the shares of Preferred Stock held by them upon such distribution if all amounts payable on or with respect to Preferred Stock of all series were paid in full. In the event of any liquidation, dissolution or winding up of the Corporation, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled as aforesaid, the, h4lders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders. Neither the merger or consolida- tion of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation, nor the sale, transfer or lease of all or substantially all the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation. (g) Subject to any requirements which may be applicable to the redemption of any given series of Preferred Stock as provided in any resolution or resolutions providing for the issue of such series of Preferred Stock, the Preferred Stock of all series, or of any series thereof, or any part of any series thereof, at any time outstanding, may be redeemed by the Corporation at its election expressed by resolution of the Board of Directors, at any time or from time to time, upon not less than 30 days' previous notice to the holders of record of Preferred Stock to be redeemed, given by mail in such manner as may be prescribed by resolution or resolutions of the Board of Directors: (1) if such redemption shall be otherwise than by the application of moneys in any sinking fund referred to in paragraph (d) of this Article FouxTx, at the redemption price, fixed as A-3 10 ~ V ~ 4:b O O O

provided in paragraph (b) of this Article FouxTx, at which shares of Preferred Stock of the particular series may then be redeemed at the option of the Corporation, and (2) if such redemption shall be by the application of moneys in any sinking fund referred to in paragraph (d) of this Article FouxTx, at the redemption price, fixed as provided in para- graph (b) of this Article FouxTx, at which shares of Preferred Stock of the particular series may then be redeemed for such sinking fund; provided, however, that, before any Preferred Stock of any series shall be redeemed at said redemp- tion price thereof specified in clause (1) of this paragraph (g), all moneys at the time in the sinking fund, if any, for Preferred Stock of that series shall first be applied, as nearly as may be, to the purchase or redemption of Preferred Stock of that series as provided in the resolution or resolutions of the Board of Directors providing for such sinking fund. If less than all the outstanding shares of Preferred Stock of any series are to be redeemed, the redemption may be made either by lot or pro rata in such manner as may be prescribed by resolution of the Board of Directors. The Cor- poration may,. if it shall so elect, provide moneys for the payment of the redemption price by deposit- ing the amount thereof for the account of the holders of Preferred Stock entitled thereto with a bank or trust company doing business in The City of New York, in the State of New York, and having capital and surplus of at least $5,000,000. The date upon which such deposit may be made by the Corporation (hereinafter called the "date of deposit") shall be prior to the date fixed as the date of redemption but not earlier than the date on which notice thereof shall be given. In any such case there shall be included in the notice of redemption a statement of the date of deposit and of the name and address of the bank or trust company with which the deposit has been or will be made. On and after the date fixed in any such notice of redemption as the date of redemption (unless default shall be made by the Corporation in providing moneys for the payment of the redemption price pursuant to such notice) or, if the Corporation shall have made such deposit on or before the date specified therefor in the notice, then on and after the date of deposit, all rights of the holders of the Preferred Stock to be redeemed as stockholders of the Corporation, except the right to receive the redemption price as hereinafter provided, and, in the case of such deposit, any conversion rights not theretofore expired, shall cease and terminate. Such conversion rights, however, in any event shall cease and terminate upon the date fixed for redemp- tion or upon any earlier date fixed by the Board of Directors pursuant to paragraph (b) of this Article FovRTx for termination of such conversion rights. Anything herein contained to the contrary notwithstanding, said redemption price shall include an amount equal to accrued dividends on the Preferred Stock to be redeemed to the date fixed for the redemption thereof and the Corpora- tion shall not be required to declare or pay on such Preferred Stock to be redeemed, and the holders thereof shall not be entitled to receive, any dividends in addition to those thus included in the redemption price, provided, however, that the Corporation may pay in regular course any dividends thus included in the redemption price either to the holders of record on the record date fixed for the determination of stockholders entitled to receive such dividends (in which event, anything herein to the contrary notwithstanding, the amount so deposited need not include any dividends so paid or to be paid) or as a part of the redemption. price upon surrender of the certificates for the shares redeemed. At any time on or after the date fixed as aforesaid for such redemption or, if the Cor- poration shall elect to deposit the moneys for such redemption as herein provided, then at any time on or after the date of deposit, and without awaiting the date fixed as aforesaid for such redemption, the respective holders of record of the Preferred Stock to be redeemed shall be entitled to receive the redemption price upon actual delivery to the Corporation, or, in the event of such deposit, to the bank or trust company with which such deposit shall be made, of certificates for the shares to be redeemed, such certificates, if required, to be properly stamped for transfer and duly endorsed in blank or accompanied by proper instruments of assignment and transfer thereof duly executed in blank. Any moneys so deposited which shall remain unclaimed by the holders of such Preferred Stock at the end of four years after the redemption date shall be paid by such bank or trust company to the Corporation and any interest accrued on moneys so deposited shall belong to the Corporation and shall be paid to it from time to time. Preferred Stock redeemed pursuant to the provisions of A-4 ~ ~ a a ~

this paragraph (g) shall be canceled and shall thereafter have the status of authorized and unissued shares of Preferred Stock. (h) The term "date of cumulation" as used with reference to any series of Preferred Stock shall be deemed to mean the date fixed by the Board of Directors as the date of cumulation of such series at the time of the creation thereof or, if no date shall have been so fixed, the date on which shares of such series are first issued. Whenever used with reference to any share of any series of Preferred Stock, the term "full cumulative dividends" shall be deemed to mean (whether or not in any dividend period, or any part thereof, in respect of which such term is used there shall have been net profits or net assets of the Corporation legally available for the payment of such dividends) that amount which shall be equal to dividends at the full rate fixed for such series as provided in paragraph (b) of this Article FOURTH for the period of time elapsed from the date of cumulation of such series to the date as of which full cumulative dividends are to be computed (including an amount equal to the dividend at such rate for any fraction of a dividend period included in such period of time); and the term "accrued dividends" shall be deemed to mean full cumulative dividends to the date as of which accrued dividends are to be computed, less the amount of all dividends paid, or deemed paid as hereinafter in this paragraph (h) provided, upon said share. In the event of the issue of additional shares of Preferred Stock of any series after the original issue of shares of Preferred Stock of such series, all dividends paid or accrued on Preferred Stock of such series prior to the date of issue of such additional Preferred Stock shall be deemed to have been paid on the additional Preferred Stock so issued. (i) Upon the issue, for cash, of Common Stock every holder of Common Stock shall have the pre-emptive right to purchase his pro rata portion of such stock according to the number of shares held by him, at such price, which may be in excess of par value, within such time and on such other terms and conditions, all as shall be fixed and determined by the Board of Directors; provided, how- ever, that the Corporation shall have the right to issue up to 343,812 shares of Common Stock for employee benefit purposes (in accordance with the provisions of any employee stock option plan, employee stock purchase plan or otherwise) which shall not be subject to any such pre- emptive rights; and provided, further, that the sale or other disposition of any Common Stock held in its treasury by the Corporation shall not be subject to any such pre-emptive rights. Shares of Common Stock of the Corporation issued in payment for assets or properties of any kind acquired by the Corporation or any subsidiary shall not be deemed to be issued for cash, even though a portion of such assets or property shall consist of cash. Pre-emptive rights shall not in any event attach to (i) any shares of Common Stock of the Corporation issued or to be issued in exchange for or conversion of, or upon exercise of warrants or other rights created in conjunction with the issue of, any bonds, notes, debentures or other obligations of the Corporation or any subsidiary or any shares of Preferred Stock or (ii) such warrants or other rights or bonds, notes, debentures or other obligations or shares of Preferred Stock. Except as in this paragraph expressly provided, no holder of stock of the Corporation shall have any pre-emptive rights. (j) Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine. (k) Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of shares of Preferred Stock, as such holders, shall not have any right to vote, and are hereby specifically excluded from the right to vote, in the election of directors or for any other purpose. Except when entitled to vote as aforesaid, the holders of Preferred Stock, as such holders, shall not be entitled to notice of any meeting of stockholders. (1) Subject to the provisions of any applicable law, or of the By-laws of the Corporation as from time to time amended, with respect to the closing of the transfer books or the fixing of a record date for the determination of stockholders entitled to vote and except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the A-5

holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation. (m) Anything in this Article FOURTH to the contrary notwithstanding, dividends upon shares of any class of stock of the Corporation shall be payable only out of assets legally available for the payment of such dividends, and the rights of the holders of the Preferred Stock of all series and of the holders of the Common Stock in respect of dividends shall at all times be subject to the power of the Board of Directors, which is hereby expressly vested in said Board, from time to time to set aside such reserves and to make such other provisions, if any, as said Board shall deem to be neces- sary or advisable, respecting the amount of working capital to be maintained. FIFTH: The name and mailing address of the incorporator is Philip R. Grant 211 Griffen Avenue Scarsdale, New York SIXTH: The powers of the incorporator shall terminate upon the filing of this Certificate of Incorpo- ration. The names and mailing addresses of the persons who are to serve as directors of the Corporation until the first annual meeting of the stockholders of the Corporation and until their successors are elected and qualify are as follows: Walter M. Aikman Peter G. Levathes 22 Fayerweather St. 620 Park Avenue Cambridge, Mass. New York, New York J. Edgar Bennett Robert Meyer 263 Overlook Drive 3 Blvd. Prince Henry Greenwich, Connecticut Luxembourg City, Luxembourg George O. Davies William D. Okerson 17 Bennett Place 82 Parish Road South Westfield, New Jersey New Canaan, Connecticut Melvin E. Dawley Robert Z. Post 17 Elm Lane 93 Barrett Lane Bronxville, New York Wyckoff, New Jersey Henry E. Erickson Harold X. Schreder 460 Cambridge Road Hillside Road Ridgewood, New Jersey Greenwich, Connecticut Lewis Gruber Harold E. Stassen 176 East 71st Street 1020 Fidelity Building New York, New York Philadelphia, Pennsylvania Donald A. Henderson Manuel Yellen 9 Wood End Lane 8 Oneida Road Bronxville, New York Scarsdale, New York William A. Jordan 434 Plainfield Road Metuchen, New Jersey SEVENTH: Any director or any officer of the Corporation elected or appointed by the stockholders of the Corporation or by the Board of Directors may be removed at any time in such manner as shall be provided in the By-laws of the Corporation. A-6

EIGHTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article. IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinabove named, do hereby execute thig Certificate of Incorporation this 9th day of February, 1968. PHILIP R. GRANT STATE OF NEW YORK, COUNTY OF NEW YORK, J SS.: On the 9th day of February, 1968, personally appeared before me, EARL J. CARROLL, a notary public in and for the County and State aforesaid and a person who is authorized by the laws of the State of New York to take acknowledgment of deeds, Philip R. Grant, known to me and known to me to be the person who signed the foregoing Certificate of Incorporation and he acknowledged that said Certificate was his act and deed and that the facts stated therein are true. EARL J. CARROLL Notary Public EARL J. CARROLL Notary Public, State of New York No. 41-0582215 Qualified in Queens County Certificate Filed with New York County Clerk Commission Expires March 30, 1969