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PHYLIP IVIORRIS & CO. LTD., INCORPORATED Y MANAGEMENT PROXY for SPECIAL MEETING OF STOCKHOLDERS To Be Held January 26, 1954 E~M The undersigned hereby constitutes and appoints A. E. LYON, O. PA.i.txEx McComAS, L. G. HANSON, O. H. C$Ar.xr.LY, G. P. BRAVSVxcEx, and; PAUL D. SMiTH, and each of them, the attorneys of the undersigned, with full power of substitution, for and in the name, place and stead of. the under signed to vote with respect to all shares of Common Stock (par value $5 per share) of Philip Morris & Co. Ltd., Incorporated, a Virginia cor- poration, standing in the name of the undersigned at the close of business January 5, 1954, at the special meeting of stockholders of said Com „•' pany to be held at the Jefferson Hotel, Jefferson and Franklin Streets, Richmond, Virginia, on January 26, 1954, at,12 o'cl~ock noon,,~Fasternj ' Standard Time, and at all adjournments thereof, with all the powers the undersigned would possess if then and therel,persorta.Uy:piesent, an, ~ especially, but without limiting the general authorization and power hereby given, to vote ~r-: (A) For n or Against Q the proposal that the Company acquire Common Stock of Benson and Hedges in exchange for Commo d k f th C S ompany att , e toc o (B) On any matter that may be submitted to a vote of the stockholders thereat. This proxy will be voted in favor of the proposal referred to in clause (A) in the absence of instructions to the contrary, atsd„ tbe, undersigned,, authorizes the aforesaid attorneys so to vote. If instructions to vote otherwise are given, this proxy will be voted in accordance with such instructions. ~ If more than one of the above named attorneys shall be present and voting in person or by substitute at said meeting,_or at any adjourn-~, ment or adjournments thereof, a majority of the attorneys so present and voting, either in person or by substitute, shall exercise all the powers hereby granted. The undersigned hereby revokes any proxy or proxies heretofore given to vote upon and act with respect to ;saic~ stoCk, and hereby ratifies and confirms all that said attorneys, or any of them, or his or their substitutes, may lawfully do by virtue hereof. The undersigned hereby acknowledges receipt of the Notice of Special Meeting of Stockholders and the Proxy Statement, furnished; therewith. WITNESS the band and seal of the undersigned this ............ day of ............................. 1954. ................................. (L.S.) NOTE: The signature on this proxy should agree with the name appearing in the space above (which corresponds to the name appearing on the stock certificate). Where stock certificates are issued for joint accountR or joint tenancies, proxies must be signed by all persons named in the certificate. When signing as attorney, executor, aaministrator, trustee or guaraian, piease give your iuu nue aa sucn. f