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MORGAN STANLEY & CO. Two VVall Street NewYork 5,N .Y. December 16, 1953 Mr. 0. Parker McComas, President Philip Morris & Co. Ltd., Incorporated 100 Park Avenue New York, N. Y. Dear Mr. McComas; This is to acknowledge receipt of, your letter to us dated December 15, 1953• and is in reply to, At your request, several months ago we made a study of Philip Morris & Co. Ltd., In corporated and of Benson & Hedges with the idea of recommending to the Directors of Philip Morris a basis for exchange of shares ti,rhi ch would be fair from the points of view of the stockholders of both companies, Upon completion of our studY, we rendered to the Philip Morris Directors our report, dated October l, 1953, in which we recommended a share-fo r-share exchange ratio of Philip Morris Common Stock for Benson & Hedges Common Stock. Subsequen t to 0 ctober 1, 1953, we have reviewed such pro- duction, sales and earnings figure,A of the two companies as we thought necessary to bring our information up to date in order to determine whether or not our recommendation contained in the October l, 1953 report should be changed in any way. After studying these later figures, we can see no reason to change our prior recommendation an d, accordingly, herewith confirm to you that, as of today, we do still recommend a share-for-share ex- change basis as a fair one from the points of view of the stockholders of both Philip Morris & Co. Ltd., Incorporated and of Benson & Hedges. Very truly yours, Utkia.r. ~