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• Ttm NORTHERmTftusr COMPA FIFTY SOUTH LA SALLE STI2EET CHICAGO. ILLINOIS 60675 TELEPHONE (3I2) 630-6000 April 24, 1990 • Ms. Alice Dean Proxy Division First Chicago Trust Company of New York 30 W. Broadway, 7th Floor New York, NY 10007 Dear Ms. Dean: Re: Philip Morris Companies, Inc. Annual Meeting of Stockholders Hamish Maxwell, John A. Murphy and Murray H. Bring, and each of them, are appointed attorneys with power of substitution to vote, as indicated below on proposals 1, 2, 3 and 4 and in their discretion upon such other business as may properly come before the meeting, all shares of the undersigned in Philip Morris Companies, Inc. (the "Company') at the annual meeting of stockholders to be held at the Philip Morris Manufacturing Center, Richmond, Virginia, April 26, 1990, at 9:30 A.M., and at all adjournments thereof. The following shares are voted pursuant to our authority as Trustee for the Kraft, Inc. Master Defined Contribution Trust. IRAFT, INC. YASTBA DSFIIIBD CONTRIBUTION TIUST 1. Election of Directors FOR WITHHOLD Elizabeth E. Bailey 1,248,397 23,328 Murray H. Bring 1,248,352 23,373 Alfred Brittain, III 1,247,704 24,021 Harold Brown 1,248,388 23,337 J. A. Cordido-Freytes 1,248,397 23,328 William H. Donaldson 1,248,397 23,328 ZIZ) Paul W. Douglas 1,248,338 23,387 => Jane Evans 1,248,166 23,559 Robert E. R. Huntley 1,248,397 23,328 po Hamish Maxwell 1,248,384 23,341 ~...a ~ ~ ~ ~

The NorthernTrust Company Chicago • Ms. Alice Dean Page 2 April 24, 1990 Elizabeth J. McCormack 1,247,571 24,154 Michael A. Miles 1,244,114 27,611 T. Justin Moore, Jr. 1,248,397 23,328 Rupert Murdoch 1,242,477 29,248 John A. Murphy 1,248,352 23,373 William Murray 1,248,254 23,471 Richard D. Parsons 1,247,976 23,749 John S. Reed 1,248,397 23,328 John M. Richman 1,244,117 27,608 Hans G. Storr 1,248,253 23,472 Margaret B. Young 1,247,645 24,080 2. Selection of Auditors FOR AGAINST ABSTAIN 1,234,336 17,494 19,895 3. Stockholder Proposal regarding advertising FOR AGAINST ABSTAIN 147,711 1,073,613 50,401 4. Stockholder Proposal regarding cessation of tobacco business FOR AGAINST ABSTAIN 132,603 1,084,191 54,931 The Northern Trust Company, as assigned by CEDE & C0, holds 1,271,725 shares of Philip Morris Companies, Inc. common stock in the Kraft, Inc. Master Defined Contribution Trust, and said shares are voted only to the extent shown above. •

The NorthernTrust Company Chicago i Ms. Alice Dean Page 3 April 24, 1990 For your records, I have enclosed a copy of the actual proxy card representative of the above referenced total share balance. Please feel free to call the undersigned at (312) 444-7725 if you have any questions. Sincerely, THE NORTHERN TRUST COMPANY AS TRUSTEE UNDER TIiE KRAFT, INC. MASTER DEFINED CONTRIBUTION TRUST By: • Fiona M. Norton Second Vice President FMN: j wl ~ O • GC N 00 ~ ~:. W GO