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Minutes of the Special Meeting of Stockholders of Philip Morris & Co. Ltd., Incorporated held the 26th day of January, 1954 at 12 o' clock Noon, Eastern Standard Time, at the Jefferson Hotel, Richmond, Virginia. Mr. 0. Parker McComas, President of the Company, acted as Chairman and Mr. C. H. Kibbee, Secretary of the Compary, acted as Secretary of the meeting. The following persons were present: Mr. L. G. Hanson, Senior Vice President and Treasurer Mr. of the Company W. H. Hatcher, Vice President of the Company Mr. G. Weissman, Vi oo President of the Company Mr. Joseph F. Cullman, Jr. Mr. Joseph F. Cullman 3rd Mr. W. B. Ryan, Jr., Director of the Company Mr. 0. H. Chalkley, Director of the Company Mr. Harry N. Case Mr. E. 0. Von Stein Mr. Ray Barth Mr. W. Bradford Ryland, Vice President Mr. Virginia Trust Company J. Hughes Roberts Mr. Edward L. Calbor Mrs. Ruby D. Bowles Mr. William W. Crump Mr. J. E. Covington Mr. F. N. Harrison Mr. J. F. O'Grady Mr. Ernest C. Barrett, Jr. Mr. H. Gunst Mr. J. Skelton Williams Mr. J. Phillips Coleman Mr. R. T. Marsh, Jr. Mr. L. C. Williams Mr. J. Laverge Mr. C. Friedlander Henriette A. Laverge-Boallin Mr. R. R. Millhiser Mr. F. W. Coker, Jr. Mr. M. M. Caplin Mr. Mr. A. Jameison J. F. Henderson ~ Mr. H. W. Jackson, Jr. .~ Mr. N. T. Cooke 0 ,...

Mr. McComas called the meeting to order and expressed gratification at the interest of the stockholders, noting that more than 75% were present in person or by proxy. Mr. Kibbee thereupon presented a copy of the Notice of Meeting, Management Proxy and Proxy Statement, together with affidavits of mailing the same at least 10 days prior to the date of the meeting. Mr. McComas directed that these be filed with the minutes of the meeting. Mr. Kibbee, after noting that holders of Common Stock, $5 par value, of record at the close of business January 5, 1954, were entitled to vote, presented a certi- fied list of such holders and the minutes of the imetings of the Board of Directors since the last stockholders meeting. Thereupon, Mr. L. Q. Hanson, Senior Vice President and Treasurer, moved the appointment of John A. Engel, Jr. and Elbert Dodds as Inspectors of Election. Mr. McComas made such appointment and directed them to execute the Oath and take custody of the aforementione d certified list of stockholders and all proxies. Mr. Hanson then moved that the reading of the minutes of the Annual Meeting of Stockholders held on July 14, 1953 be dispensed with. The motion was seconded and unanimously carried. Mr. McComas then stated that the special meeting has been called for the purpose of considering and voting upon a proposal that the Company acquire from holders of Common Stock of Benson and Hedges such number of shares thereof as may be possible (but in no event less than 355,460 shares) in consideration of the issue by the Company of a like number of shares of its authorized Common Stock and advised that it was appropriate to take up that matter at that time. Thereupon, Mr. Hanson moved the adoption of the following resolution, which motion was secondeds

RESOLVED, That the Board of Directors of the Company be, and it hereb y is, authorized, in the name and on behalf of the Company, and subject to applicable requirements of law, (1) to acquire from•holders of Common Stock, $4 par value, of Benson and Hedges, a New York corporation, such number of shares thereof as may be possible (but in no event less than 355,460 shares) in consideration of the issue by the Company of a like number of shares of its authorized Common Stock, $5 par value; (2) for such purpose, to make an exchange offer to holders of Common Stock, $4 par value, of Benson and Hedges at such time, for such period or extended period, and upon such other terms and conditions not in- consistent with the foregoing, as the Board may deem expedient; and (3) to do all things in its judgment necessary or proper to effectuate the purpose of this resolution. Mr. McComas made a brief statement relative to the reasons for the proposed acquisition of stock of Benson and Hedges and, after calling for discussion by the meeting, requested the Inspectors to canvass the vote. While the same was being done, he introduced to the meeting Messrs. Joseph F. Cullman, Jr., Presi- dent and Chairman of Benson and Hedges, Joseph F. Cullman 3rd, Executive Vice President of Benson and Hedges, L. G. Hanson, Senior Vice President and Treasurer of the Company, C. H. Kibbee, Secretary and Assistant Treasurer of the Company, and Paul D. Smith of Conboy, Hewitt, O'Brien & Boardman, general counsel to the Compar~y. The Inspectors of Election reported that 1,878,440 shares had been voted in favor of and 24,323 shares against the above stated resolution relating to the acquisition of the stock of Benson and Hedges. Mr. McComas declared the resolution adopted and directed the Secretary to insert in the minute book the Inspectors Oath and Report and the ballots cast. Mr. Hanson moved that the meeting be adjourned. This motion was seconded and unanimously carried. The meeting adjourned at 12s15 P.M. on January 26, 1954. Secretary of the Mee ing