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BENSON AND HEDGES OfficersT Certificate The undersigned, respectively the President and the Treasurer of B enson and Hedges, a N ew York corporation, do hereby certify to Philip Morris & Co. Ltd., Incorporated, a Virginia corporation, hereinafter referred to as Philip Mor- ris, that, to the best of the knowledge, information and be- lief of the undersigned: 1. Benson and Hedges has been duly incor- porated and is validly existing and in good standing as a corporation under the laws of N ew York. B enson and H edges has no active subsidiaries other than 585 Water Street Realty Corporation and Saw Mill Realty Corporation, each of which has been duly incorporated and is validly existing and in good standing as a cor- poration under the laws of New York and the outstand- ing capital stock of each of which is wholly owned by Benson and Hedges. Neither Benson a.nd Hedges nor any such subsidiary is presently required to be licensed or qualified as a foreign corporation in any jurisdic- tion. 2. The entire authorized capital stock of B enson and H edges consists of 1,000,000 shares, all of which is Common Stock, $1+ par value, and 440,440 shares of which are now validly issued and outstand- ing and are fully paid and non-assessable. Benson and H edges is under no cqmmitment to issue any of its authorized and unissued Common Stock, except that not more than 3,121 shares thereof are sub- ject to uniform options under which certain officers and employees are entitled to purchase 2,87b of said shares at the price of $20.50 per share not later than February g, 1957, and 245 of said shares at the price of $40 per share not later than March 19 , 1958, pursuant to its "EmployeesT Restricted Stock Op- tion Plant'.

3. The consolidated balance sheet of B enson and H edges as at October 31, 1953 (herein called the Balance Sheet Date), its consolidated statement of earn- ings and earned surplus for the three years and ten months ended the B alance Sheet Date and its other financial state- ments included in the registration statement, as finally amended, filed by Philip Morris with the Securities and Exchange Commission under the Securities Act of 1933 (Reg- istration No. 2-106/+0) fairly present the financial posi- tion of B enson and H edges and its sub sidiaries as of the Balance Sheet Date and the results of its and their opera- tions for the period above stated, all in conformity with generally accepted accounting principles applied on a con- sistent basis. Except as and to the extent reflected or reserved against in said consolidated balance sheet, neithe r Benson-and. Hedges nor any subsidiary as of the Balance Sheet Date had any liabilities of any nature, whether accrued, ab- solute, contingent or otherwise, including, without limita- tion, tax liabilities due or to become due, wh ether incurred in respect of or measured by income for any period prior to the Balance Sheet Date, or arising out of transactions en- tered into, or any state of facts existing, prior tbereto. The federal income and excess profits tax returns of B en- son and Hedges have been audited by the Bureau of Internal Revenue for all years to and including the year 1950, and the results of such audits are properly reflected in the financial statements referred to in this paragraph 3. 4. The trade marks and trade names B enson & H edges, P arliament, Virginia Rounds, D ebs, B enson & H edges La Yerba and Benson & Hedges Exclusive Import Selection, together with the good will appertaining thereto, are the sole property in the United States of B enson and H edges, and such trade marks have been duly registered in its name in the United States Patent Office and such regis- trations are still in effect. 5. B enson and H edges or its said. subsidiaries have good and marketable title in fee simple to all lands and buildings, and the machinery therein for the manufac- ture of cigarettes, used by B enson and H edges for its manu- facturing operations, and good and marketable title to all 2

its other properties and assets, real and personal, in- cludin those reflected in said consolidated balance sheet ~except as since sold or otherwise disposed of in the ordinary course of business); such titles are subject to no mortgage, pledge, lien, conditional sale agreement, encumbrance or charge except for liens shown on said con- solidated balance sheet as securing specified liabilities set forth therein (with respect to which no default exists) and except for minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materi- ally detract from the value of the properties subject there- to or materially impair the operations of Benson and H edges, and have arisen only in the ordinary course of business or were in existence upon the acquisition of such lands and buildings; and all buildings and equipment of B enson and H edges are in good condition and repair, and in conformity with all applicable ordinances and regulations and building, zoning and other laws. 6. Neither Benson and Hedges nor ary subsidiary (i) has any presently existing contract or commitment ex- tending beyond December 31, 1954, or involving payment by any of them of more than $ 25,000 , except the contracts or commitments referred to in said registration statement and except the contracts or commitments listed in Schedule 1 attached hereto, or (ii) has any presently outstanding power of attorney in favor of any person other than a regu- lar officer of B enson and Hedges for use by him solely in the Qrdinary course of its business. 7. Except for suits of a character incident to the normal conduct of the business of Benson and Hedges and involving not more than $ 25,000 in the aggregate, there are no legal proceedings pending or threatened a- gainst B enson and H edges or any of its subsidiaries, or its or their assets or business, or relating to the mak- ing or consummation of the exchange offer set forth in the prospectus hereinafter mentioned, nor are any such proceedings known to the undersigned to be contemplated by governmental authorities. 8. Since the Balance Sheet Date,.there has not been (a) any change in the financial condition, assets, liabilities or business of B enson and H edges and its sub- sidiaries, ot3aer than changes in the ordinary course of 3

business, none of which, either singly or in the aggre- gate, has been material, and except that 1,742 shares of B enson and H edges Common Stock have been issued pursu- ant to the "Employees' Profit Sharing - Stock Bonus and Retirement Plan" and 270 shares thereof have been issued upon th e exercise of options of the character re- ferred to in paragraph 2 hereof; (b) any damage, destruc- tion or loss (whether or nczt covered by insurance) materi- ally affecting the properties of B enson and Hedges or its subsidiaries, or of any item carried in its or their prop- erty accounts at more than $50,000; (c) any declaration, setting aside or payment of any dividend or other distri- bution in respect of the capital stock of B enson and Hedges, or any direct or indirect purchase or other acquisition of any of such stock; (d) any increase in the compensation payable or to become payable by Benson and Hedges to any of its officers, employees or agents, except as set forth in Schedule 2 attached hereto, or any bonus payment or ar- rangement made to or with or for the benefit of any thereof, or (e) any labor trouble, or any event or condition of any character, materially affecting the business or prospects of B enson and H edges. 9. The consolidated net assets of B enson and H edges are now at least as great as the consolidated net assets shownn on its said consolidated balance sheet. The undersigned have carefully examined the registration statement of Philip Morris referred to in paragraph 3 hereof (in- cluding the prospectus forming part thereof), and, to the best of their knowledge, information and belief, neither said registration statement nor said prospectus, with reference to the information therein relating to B enson and H edges or Tobacco and Allied Stocks, Inc., contains an untrue statement of a material f act or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 4

The undersigned have also examined carefully the cer- tificate to Philip Morris executed the date hereof by the Presi- dent and Treasurer of Tobacco and Allied Stocks, Inc., and, to the best of their knowledge, information and belief, the state- ments therein are true and correct. IN WITNESS titiHEREOF, the undersigned have hereunto set their hands and seals this 27th day of January, 195J+. --e- (L.S.) ---1 G-.~v U"/vv- (L . S . ) 'J