FORM OF LORILLARD, INC.
THIS CERTIFICATE, dated as of the ___day of , evidences the grant of the Award set
forth below by Lorillard, Inc., a Delaware corporation (the “Company”) to (the “Participant”).
The Compensation Committee (the “Committee”) of the Board of Directors of the Company has
determined to grant to the Participant restricted shares of the Company’s common stock, par value $0.01 per
share, (the “Company Stock”) pursuant to the Lorillard, Inc. 2008 Incentive Compensation Plan (the “Plan”), on
the terms and conditions set forth herein, and hereby grants such restricted shares.
Any capitalized terms not defined herein shall have their respective meanings as set forth in the Plan.
NOW, THEREFORE, the Parties hereto agree as follows:
1. Grant of Restricted Stock . Subject to the provisions of this Certificate and the Plan, the Company hereby
grants to the Participant as of ___(the “Date of Grant”) ___shares of Company Stock (the “Award”) pursuant to
the terms and conditions of this Certificate (the “Restricted Stock”), subject to the restrictions set forth below and
the terms of this Agreement. The Participant shall not be required to pay any cash consideration in exchange for
the Restricted Shares.
2. Restrictions and Restricted Period .
(a) Restrictions . Shares of Restricted Stock granted hereunder may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture as described in
Section 4 below until the lapse of the Restricted Period (as defined below).
(b) Restricted Period . The restrictions set forth above shall lapse and the shares of Restricted Stock shall
become vested and transferable (provided, that such transfer is otherwise in accordance with federal and state
securities laws) on the ___anniversary of the Date of Grant (th