Tobacco Documents Online

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Guest List Meeting with Institutiionall Investors September, 21, 1994 9/Z 1X94 PNtillip~ Morri& l . Dede Ba,rtlett 7. 2. Geoff Bible 8.. 3'. Murray Bring, 9., 4. AlEonso Carney 110: 5. Joseph F. Culltrtan 3rd. t'1.. 6. Craig,Fuller 12.. Marc Goldberg 13. Nick Rolli Mike Kenny 14. Hans Storr Ellen Merio Non- .Management Directors Hoby Mialingtoni 15'. Robert Huntley Bill Murray 16. HamishiMaxwell Steve Parrish 17. Richard Parsons. Public Pension Funds # Shares' 18. Alan Hevesi* 19. Mark Greene*' 20. Mark Levinson* 21. Norm Rosner* 22. 1on.Lukomnik*' 23. Donna Anderson* 2'4'. Bill Patterson* '_5. % tarvelltn .~nd:rscn` =fi. Luther lonus' , 1 1 ?7. Beverly Thom;Ls 4.900.000 4',4'00, 787'.668 ?'.EiIN),(1U10 -U.,11)8,6i?4 Comptroller: NYC Trustee, NYC Employees' Retirement System Trustee. NYC Employees' RetirementSystem. Representing NYC Employees' Retirement System and NYC Teachers' Retirement System Deputy Comptroller; NYC Chief; Division of Asset! Strategy, Office:ot'the Comptroller. NYC' Corporate Affairs Director. International B'rotherhood of Teamsters. CT Iletirement und Trust Fundk FL State~ Board of Admini,trationCA State Teachers' Reurement System 28. Richard Koppes* 2'9. Marvin Hrubes* 30: PeterGilbert* 31. Sarah Teslik 32. Bill Fritz 33. Barbara Browning 6.800.000, unknown 1,005,838 -- 544,200, CA Public Emplbyees' Retireneent System United Food & Commercial: Workers PA State Employees' Retirement System Council of Institutional Investors OH'State Teachers' Retirement System. OH State Teachers' Retirement System~ 22,020.7 10 . "Number of shares" is as of various dates, depending on source of informatiom *' Individual or organiaationi originally asked to meet with us; protiles begin onipage 3. (1) Organization 6tiled shareholder suit against PM 9/6/94. _-_ 2032d26r653

Priva e/Instit'Ltional llmvectnrc #' har e 34. Fayez Sarofirn 23,200;000 Fayez Sarotim 35. Lewis Sanders 10,200',000 Sanford Bernstein 36. Sharon hlbmura 13,800,000 TIAA-CREF 3'7. Douglas Dial 38. Kathleen Staek. 8.600,000 J.P., Morgan. 39. Michael Sandler 4,200;000 Pacific Financial 40. Peter Thompson. 2.600.000 Cooke!& Bieler~~ 4!1. Jiart~ IMcCleenen 42. Tom Russo 240! 000 Gardner Investments Other [nvestors/Fiundk 43. Jeff Altman 2.3(IO.000 Mutual Shares 44. Ray Garcia 45. Bruce Gregory 46. Stewart R. Horejsi, 5(N),(XK) esu R()',(NN) Ptoeressive Partners Brown Industries 65.720.000 "Number c,j'shrtres" is as caf various dates, clependinq on source of informcition. [See next page for profiles of the investors who originall.V asked to meet with.us.] 2 - -- -_ ~ -- --- _- -

pQo~files-Qf the Seven Institutfionat investocs ~it~h~ginaft Asked to *Nt;eet With . c LEach fnstittttton Will Be Represenred nt the 921 A?eetingz * Asteri.sks Indicare People E.rgected to Attend l 1. James Burtm Assistant Executive Officer, California Public Employees' Retirement System. Jim, B~urton hasjus~tbeennamedto head CALPERS,, succeedingDale Hansonl Hanson wasoneof the! leaders of the shareholder righcs movement, and! his fund is the nation's laegesa pension fund, with $80, billion in assets.. Im the lasrfive years, Hanson and CALPERS, focused attention on underperforming companies.. The fund used'e its.huge portfolio to put pressure on corporate boards to be more accountable to shareholders and'less depended on management. Among their targets were General Motors; IBM, I.T.T., Occidental Petroieum and Lockheed. As of mid-June,. CALPERS owned 6:8' mill'i= sh:ares of Philip Morris and was one of our largest shareholders. 2. Joseph M. Suegs, Jr..* State Treasurer. Connecticu Retirement & Trust Funds, Joe Suggs, who will not be attending, is a~ relativel~ auiet man - hur he was Quoted in the 9/21 . Times as follows: "We are vervconcerned!about the stability of the comp,any,and oa_nicullirlv about the languishing share price of its stock. We would like to see a sQlit-uQ." Maryellen And'erson,* who will' attend,, is regarded as smart and rffective: While the Connecticut pension~ fund is an activist instituuona investor, they are relhtively conservative and not inclined to submiu shareholder proposals. They are very involved in the Council of Institutional Investors, an activist organization that represents theinterests of institutional investors - with~ an emphasis on~ public pension funds. The Connecticut Retirement & Trust Funds has S9:7Z billion in assets and owns 787,668, shares of Philip Monis. (Note: Mr. Suggs is interested in our support for Senator Qntic!'s Prl vate Securities Citi gation Reforrn Act. See Q-1 t5 rrf the Q&A,, and the "Back-G'p'' seCtion of rhis brrnk. / Pct;:r Gil~crr.' Chi;.f Invcstmont: .Otiiic4r. Pennsvlvunia S'tatc;ErnplL)%-res' fietirementS};stzm. Peter Gilbert is regarded a5 a thcu-6ttuli, reasonable man. He is currently Chairman of the ExecuuveCommittee of the Council of Institutional Investors: and!he!was with the New York City Employee Retirement System~ before ji,ining the Pennsylvania fund., He does not aspire to see his name in the newspapers and is viewed as open to communicadoni In:the past, this Fund has not had a high corporate governance prodil'e, and it does not submir shareholder proposals.. The Pennsylvania State Employees' Retirement System has S 11.82 billion in assets and owns 1.fJ05,838~shares of Philip Morris.. 3

4. Jon Lukomnik,* Deputy Comptroller for Pensions; City of New York The New York City EmplbyeesRetirement System (N'1GCERS)~has been in the forefront of institutionat shareholder, activism, and has sponsored numerous shareholder proposals on corporate governance issues. Jon Lukomnik, the number #2 person in the department, is relatively outspoken. n iCKRiBordd FnanoialoN . w l w irnthe9i r ny airecza me h agmen[~ a 61011i1b:4P ieree to sucnAi oe "has never said_whv i 01402111 IStsR11LuRthe comRany: and we!d like to hear why:" His was one of the tirsu cal[s we receivedd after the group sent their letter on May 24th, and he wanted this meeting,held in the office of the City Comptroiler. He,cam bed(fficult andunpredictabl~e. NYCERSI has $51 billion in, assets an& owns4'.9' million shares of Philip Morris. 5. Biff Patterson,* Corporate Affairs Director, International BrotherhoodofTeamsters. Like! NY'CERS'and CALPERS, the Teamsters are leaders in the actiNist institutional investor community and have!submitted numerous corporate governance shareholder proposals: They introduced their f rsr proposaU to ~ Phiiip Morris on el.iminating the Poison Pi11l at our 1993'. Annual! Meeting, where it received 41% of'the:vote. This year; the proposal achieved 42%of the vote. Al Carney has had many: meetings with, Bill Patterson and would characterize him, as,intellagentbu notentirely relinble. HisreactiontotheRl:if divid'end1 increase! andrepurchaseprograms "The overarching question is whether PM' is going to take substantive lbng-termimeasures,to address the turbulence in the domestic tobacco market. .. I think the spin-off should still be on theiable:" (9/1 WSI; he spoke similarlv to Investor's Business~ DtiilV, and reneated'his oint of view in the 9l21' Times -"tti~e s~•onder ~herher (the KKFtIRJ'R/Borclen cleall'puts the idea of rhe sgino,ff back on the table. "Abacrtthe diviclend increase and regurchase i2roQram: he said: "These are mainly a few gimrnicks ro manage rhe .srock pric e ancfe rake the hear nff managementfor the momenr: Thee cenrral nroblem is sri1V robacco:"1' Patterson has also been an~outsnoken critic of the KKRIR'JR'/Borden deall Total Teamsters assets are $21.5 billion. with the International BrcuhencoodlotlTcamstcrs mana_ina yf(1O million. They own 27.i!.-3(K) 5hares of Philip Morris.. 4- __2F)3I' 62'0f.r5 6

6. Marvini R. Eirubes,*' Director, Communications & Research Departmen United' Food & Commercial Worhers.. Marvin Hrubes ("her-OO-bish"J is an officer with the Council of Institutional Investors, which is why his name appears as a signatory on the two: letters we received from the institutions. There was recently a bitter battle within the leadership~of the Council. with the unions wanting more representation at the execudve level. Our S tock Watch advisor at First Chicago Corporation has nor been able to tind any information on this group. 7. AshiWilliams, Executive Director; Flbrida State Board of Administration. While members oflthe Florida board are often speakers at corporate governance conferences, they do not appear as aggressive as CALPERS; INYCERS or the Teamsters. We are not aware of'any shareholder proposals that they have submitted. Luther Jones,* a quiet; reasonable man whom, we know, is an~ important figure at the Florida board. The Floridz public pension fund has $28.68 billion under management and owns 3:6 million shares of Philip Morris. (Note: On 9/6/94; the Florida State Baard filed a shareholder suit alleging the PM'inflated'its stock price by concealing, the addictive nature of nicotine. The suit is similar to the Steiner/Kurzweibsuit in New York. See Q'-2 of the Qc4Cr1. / -~:--- _ = =_-- _= _=-= - _- - 2a;31626C6 5