Compensation and Human Capital Committee Charter

(as Amended and Restated August 22, 2023)

Purpose of Committee

The purpose of the Compensation and Human Capital Committee (the
“Committee”) of the Board of Directors (the “Board”) of Vector Group Ltd.
(the “Company”) is to (a) discharge the Board’s responsibilities relating to
compensation of the Company’s executives and directors (b) to produce an
annual report on executive compensation for inclusion in the Company’s proxy
statement, in accordance with the rules and regulations of the Securities
and Exchange Commission (the “SEC”) and (c) to oversee, review and report to
the Board on the Company’s management development and succession planning.

Committee Membership

The Committee shall consist solely of two or more members of the Board, each
of whom the Board has determined has no material relationship with the
Company and each of whom is otherwise “independent” under the rules and
listing standards of the New York Stock Exchange.

Members shall be appointed by the Board, and shall serve at the pleasure of
the Board and for such term or terms as the Board may determine.

Committee Structure and Operations

The Board shall designate one member of the Committee as its Chair. The
Committee shall meet in person or telephonically at least twice a year at a
time and place determined by the Committee Chair, with further meetings to
occur, or actions to be taken by unanimous written consent, when deemed
necessary or desirable by the Committee or its Chair.

The Committee may invite such members of management to its meetings as it
may deem desirable or appropriate, consistent with the maintenance of the
confidentiality of compensation discussions. The Company’s Chief Executive
Officer (“CEO”) should not attend any meeting where the CEO’s performance or
compensation are discussed, unless specifically invited by the Committee.

Committee Responsibilities

The Committee shall have direct responsibility to:

In consultation with senior management, establish the Company’s general
compensation philosophy, and oversee the development and implementation of
the Company’s compensation programs.
Review and approve corporate goals and objectives relevant to the
compensation of the CEO, evaluate the performance of the CEO in light of
those goals and objectives, and determine and approve the CEO’s compensation
level based on this evaluation.
In consultation with the CEO, review and approve corporate goals and
objectives relevant to the compensation of the other executive officers of
the Company, evaluate the performance of each executive officer of the
Company in light of those goals and objectives, and determine and approve
each Executive Officer’s compensation level based on this evaluation.
Review and approve compensation programs applicable to the executive
officers of the Company, and oversee regulatory compliance with respect to
compensation matters.
Review and make recommendations to the Board with respect to the
compensation of all directors, including participation in equity
compensation plans.
Administer the Company’s 2023 Management Incentive Plan and approve such
awards thereunder as the Committee deems appropriate (and administer any
award outstanding under the Company’s 2014 Management Incentive Plan or any prior equity compensation plan).
Approve any new equity compensation plan or any material change to an
existing plan where shareholder approval has not been obtained, oversee the
Company’s compensation plans below the executive officer level and the
activities of the individuals and committees responsible for administering
these plans, and discharge any responsibilities imposed on the Committee by
any of these plans.
Review and approve any severance or similar termination payments proposed
to be made to any current or former executive officer of the Company.
Prepare and issue the evaluations and reports required under “Committee
Reports” below.
Oversee and report to the Board on the Company’s management development
and succession planning, to evaluate and make recommendations to the Board
regarding potential candidates to become CEO, and to evaluate and approve
candidates to fill other senior management positions.
To review periodic updates on initiatives and progress in the area of
human capital management, including diversity and inclusion.
To oversee the Company’s Executive Compensation Clawback Policy.
To oversee shareholder communications and engagement efforts with
stakeholders on executive compensation matters, review and assess the
results of the Company’s most recent advisory shareholder vote on executive
compensation and, at least once every six years, recommend to the Board for
approval by shareholders the frequency with which an advisory vote on
executive compensation will be conducted.
Perform any other responsibilities expressly delegated to the Committee
by the Board from time to time relating to the Company’s compensation
programs.

Delegation to Subcommittee

The Committee may, in its discretion, delegate all or a portion of its
responsibilities to a subcommittee of the Committee. In particular, the
Committee may delegate the approval of certain transactions to a
subcommittee consisting solely of members of the Committee who are
“Non-Employee Directors” for the purposes of Rule 16b-3 under the Securities
Exchange Act of 1934, as in effect from time to time.

Committee Reports

The Committee shall prepare the following reports and provide them to the
Board.

An annual Report of the Compensation Committee on Executive Compensation
for inclusion in the Company’s annual proxy statement in accordance with
applicable SEC rules and regulations.
An annual performance evaluation of the Committee, which evaluation shall
compare the performance of the Committee with the requirements of this
charter. The performance evaluation should also recommend to the Board any
improvements to the Committee’s charter deemed necessary or desirable by the
Committee. The performance evaluation by the Committee shall be conducted
in such manner as the Committee deems appropriate. The report to the Board
may take the form of an oral report by the Chair of the Committee or any
other member of the Committee designated by the Committee to make this
report.
As necessary, a Report of the Committee relating to management
development and succession planning, setting forth the Committee’s
evaluations and recommendations regarding potential candidates to become
CEO, and for other senior management positions.
A summary of the actions taken at each Committee meeting, which shall be
presented to the Board at the next Board meeting.

Resources and Authority of the Committee

The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to select, retain,
terminate, and approve the fees and other retention terms of special counsel
or other experts or consultants, as it deems appropriate, without seeking
approval of the Board or management. The Committee may, in its sole
discretion, retain or obtain the advice of any compensation consultant,
independent legal counsel or other adviser (each, a “Compensation Adviser”)
as it deems necessary to assist in the evaluation of CEO, executive officer
or director compensation and shall be directly responsible for the
appointment, compensation and oversight of the work of any such Compensation
Adviser. Before selecting a Compensation Adviser, and annually thereafter,
the Committee shall consider such factors as may be required by the New York
Stock Exchange listing standards or applicable rules of the SEC with respect
to the independence of any Compensation Adviser. The Company will provide
for appropriate funding, as determined by the Committee, for the payment of
reasonable compensation to any Compensation Adviser retained by the
Committee.