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i•linutes of a meeting of the Board of Directors of Philip Morris & Co. Ltd., Incorporated held at the offices of the Company, 100 Park Avenue, :yew York City, New York on June 16, 1954 at ten o'clock in the forenoon pursuant to due notice mailed to all directors. Present the following directors: Messrs. A. E. Lyon 0. P. McComas J. F. Cullman, Jr. J. F. Culima.n 3rd C. T. Ames, Jr. K. H. Rockey H. E. Riddell W. H. Hatcher W. B. Ryan, Jr. Absent - I L. G. Hanson G. P. Brauburger 0. H. Chalkley M I r. Paul D. Smith, a member of the firm of Conboy, Hewitt, O'Brien ~ BoardmG.n, general counsel, was also present at the meeting. The meeting was called to order by iir. A. E. Lyon, Chairman of the Board, and the Secretary recorded. On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the mi nates of the meeting of this Board held on May 26, 1954, copies of which were furnished to members of the Board, be and the same hereby are adopted as and for the mirnztes of the said meeting. Mr. 0. P. McComas then presented the estimated earnings of the ha Company and consolidated subsidiary, Benson and Hedges, for May, 1954 and the ~ ov 0 two months ended Ma,y 31, 1954. «. ~- ;,

Thereupon, Mr. A. E. Lyon stated that a discussion of dividend declaration was in order. Mr. K. H. Rockey brought to the attention of the directors certain provisions of the Federal Tax bill currently pending in the U. S. Senate, with particular reference to the section providing for partial relief for stock- holders from double taxation of corporate earnings with respect to dividends received after July 31, 1954. After some discussion it was decided to postpone payment of the regular quarterly dividend on the common stock from July 15 to August 2, 195h,and the Secretary was ordered to advise the stock- holders by letter accordingly. Upon motion duly made and seconded, the follow- ing 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 dividend of $0.975 per share on the Cumulative Preferred Stock 3.90% Series be and the same hereby are declared payable August 1, 1954 to holders of Preferred Stock of the respective Series of record at the close of business on July 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 August 2, 1954 to holders of Common Stock of record at the close of business on July 6, 1954• There being no further business to come before the meeting, the same adjourned. i