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Minutes of a meeting of the Board of Directors of Philip Morris & Co. Ltd., Incorporated held at the offices of the Company, 100 Park Avenue New York City, N. Y., on March 17, 1954 at 9:30 o'clock in the forenoon pursuant to due notice mailed to all of the Directors. Present the following Directors: Messrs. 0. P. McComas L. C. G. T. Hanson Ames, Jr. K. H. Rockey b t H. W. J. J. E. B. F. F. Riddell Ryan, Jr. Cullman, Jr. Cullman 3rd sen - A. G. W. G. E. Lyon H. Chalkley H. Hatcher P. Brauburger Mr. Paul D. Smith, a member of the firm of Conboy, Hewitt, O'Brien & Boardman, general counsel, was also present at the meeting. The meeting was c alled to order by Mr. 0. P. r,cComas, who acted as Chairman in the absence of Mr. A. E. Lyon, and the Secretary recorded. On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the minutes of the meeting of this Board held on February 16, 1954, copies of which were furnished to members of the Board, be and the same hereby are adopted as and for the minute s of the said meeting. On motion of Mr. H. E. Riddell, duly seconded by Mr. C. T. Ames, Jr., the following resolutions were unanimously adopted:

RESOLVED, That the regular quarterly dividend of $1.00 per share on the Cumulative Preferred Stock 4% Series and the regular quarterly divi- dend of $0.975 per share on the Cumulative Pre- ferred Stock 3.90% Series be and the same hereby are declared payable May lst, 1954 to holders of Preferred Stock of the respective Series of record at the close of business on April 15, 1954; and be it further RESOLVED, That a regular quarterly dividend of $0.75 per share on the Common Stock of the Company be and it hereby is declared payable April 15, 1954 to holders of Common Stock of record at the close of business on April 1, 1954. On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That Mr. 0. P. McComas and Mr. L. G. Hanson and each of them, be and they hereby are constituted and appointed the true and lawful attorneys of this corporation to vote as its proxies and representatives, and in its name, place and stead, all the shares of Common Stock, $4 par value, of Benson and Hedges that this corporation is entitled to vote at the next Annual Meeting of the stockholders of such corporation and at all adjournments thereof, upon any and all matters, questions and resolutions that may come before such meeting or adjournment thereof, with full power of substitution. If both attorneys shall be present and voting, they shall jointly exercise all the powers hereby granted. Mr. 0. P. McComas then brought to the attention of the Board the matter of appointment of members of the Retirement Board. Upon motion duly made and seconded the following resolution was unanimously adoptedt RESOLVED, That Messrs. 0. Parker McComas, L. G. Hanson, H. E. Riddell, K. H. Rockey and Paul D. Smith be and they hereby are appointed members of the Retirement Board under the Philip Morris Retirement Plan and related Trust Agreement, each to hold office until the first meeting of this Board of Directors in March, 1955 and until his successor has been duly appointed. i

Mr. L. G. Hanson reported the estimated earnings for February 1.954 and the eleven months then ended. There followed a discussion of the Company business. There being no further business to come before the mseting, the same adjourned. Secretary