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Br-LAWS oP TEE TOBACCO INSTITU'1'E, INC. (]ls: amended December 10, 1987) >RTICL.E I' O!lICEB Section 1. The Institute shall maintain an office in the City o New rork^ State of New York. The Institute may also. have an office in, the City, of Washing,ton* District of'. Columbia, and also offices in such other placew as the Board oflDirectors may from time tc time determine. -ARTICLE IZ lSF:lBERSHIP Section 1., Any person, firm or corpora~ti!on engaged in the business o7 manufacturing, and marketing of cigarettes, cigars, cigairillos, little cigars, smoking tobacco, chewing tobacco or snuf: shall be eligible to become a member of'the Institute upon.s°ach terms and, conditions as are prescribed herein. A corpcration which is not engaged in such business but which, owns all or, substanti'ally all of the outstanding stock of a corpcration which is so engaged and which is a mem- ber shall also be eligible for membership as a"parent corpora- tion member" subject to the additional terms and conditions applicable to sLrh, members as provided for in'Section 2 of this Article and elsewhere herein., Section 2. A parent corporation, member and!the member of which it Ys t~e parent shall be treated as a single member, jointly entitled to one vote on, all matters including the elec- tion of directors. _. Section 3. Any person, firm or corporation eligib3e for membership sha l present to the President of the Institute a written application, which application shall contain an agree- ment signied by the applicant to the effect that said applicant, if' electedi to membership, will fulfill and perform, all of the obligations and requirements contained in the By-Laws of the Institute and any amendments which may be made thereto. Such aPglication shall state the basisjor the eligibility of the applicant. Section,4. Upon receipt of'any applicati'on for member- ship the Secretary, s all present such application for determi- nation of the applicant"s eligibility by vote at the next regu- 1'air meetirg of the Board of'Directors. The determination of the applicant's eligibility, which, shall be based'upon the definition of eligibility contained herein to be applie& on a

uniform basis, and the effective date of such member's elec- tion, shall be determined by a majority vote of all the direc- torw at the time being of thw Institute. If the vote is favor- ab2e, the Institute shalll notify the applicant that the appli- cation, has been approved~.S'ection S., Membership in the institute may be terminated by ressgnation or as otherwisw provided in these By-Laws. All rights of'membership shall cease upon termination of member- ship, but a member shall thereafter remain liable for dues to the eztent provided in Article 111. Any member may, by gfvi'ng written notice of such intention to the Board of Di'rectors,, withdraw from membership effective upon receipt of such noticee or at any later time specified therein. A parent corporation member shall be terminated as a member at the same time the membership of the corporation of'which it is the parent is terminated for any reason. ' Section 6. Any member who, shall fail to pay his dues within. 30 days after the same become due shall be notified inn wri'ting by the Treasurer of the Institute. If payment is not made within 30 days after receipt of such, notification of'non- payment, the Secretary shall report such nonpayment to the Bbard of'Directors. The Board of D'irecto s may, without fur- ther notice and hearing, expell such member from membership. Such: a member shall forfeit all rights and privileges of mem- bership without prejudice to the right of the Institute to collect from him all his financial obligatf'ons.. Section 7. The members who as of the date of'anyelec- tion of ird~ ectors would be subject to Additional Annual Dues,. as provided in Section 1 of Article III'of these By-Laws (whether or not any such addiltional payment is actually made), shall as a, group constitute a separat membership class (',the "Class A members"') for the purpose of electing directors. The Class A members, together with their parent corporation mem- bers, shall be entitled to el'ect twice the number of directors as there are Class A members. The members not subject to Addi- tional Annual Dues other than, parent corporation members shall as a, Qroup constitute a separate membership class (the "Class B members") for the purpose of'electing di'rectors. The Class B members, together with their parent corporation members, shall be entitled!to elect the same number of dirsctors as there are Class B members. ARTICLE III DQES Section 1. Each, member elrcttd pursuant to Article II shall' pay Instial Annual Dues as fol'lowsa

3 (a)two-fifths of a cent for every thousand tax-paid ciqarettes produce& by it during the pre- ceding calendar year= plus (b.)one dollar and twenty cents for every thousand pounds ot'manufactured tobacco produced by it during the preceding year, plus (c)$5,000 if its annual sales of cigars for the preceding calendar year were betweem$20 mil- lion amd~$5,01 million, $10,000 if such annual saless were between 550,000,00'1 and $10'0,0001,0'00, and Sl5,0100 if such annual sales exceeded, $100,0100,00.1.. Manufactured tobacca shall include chewing,tobacco, sruffl and smoking tobacco. Cigars shall include cigarillos and little cigars,. The minimum: Initial Annual Dues of any, member shall be in the amount of $2.0100. Initial Annual Dues shall be payable in January. If a member"s estimated'l producti'on of tax-paid cigarettes has been more than two billion for the preceding calendar year,, it shall also! be~liable for Additional Annual Dues, as.herein- af'ter provided.. Additional' Annual Dues may be called from time to time by the Board of D'i'rectors after determining, the difference betveen the Institute"s budget for a calendar year and! the estimatedincome of the Institute for suchyear from, sources other than Additional Annual Dues. Any deficit in such budget as made and revised !'rom, time to time shall be payable as Additional Annual Dues by each member liable for, Additional Annual Dues in, thet amownt of a percentage of its Initial Annual Dues for the cal- endar year in which, the payment of Additional Annual Dues is, due, said percentage to be set by the Board of Directors and to apply in, determining the amount of Addi'tilonal Annual Dues due from, each member lilable therefor. IIpon such decision by thie Board o Directors, each member shall be promptly! notifiled of the percentage of its Isitial Annual Dues which is payable as Additional Annual Dues and payment thereof'shall be due within thirty days after notice but not before January l of the calen- dar year for which it is payable.. ' No member or former member of the, corporation shall have, any~obli'gation except for dues fixed as.provided in this, Article. Section 2. The Institute`s budget for each calendar year shale etermined, and may be-revised from time to time before or d!uring such, calendar year, by the Board of Directors of the Institute..

Neither the Board of Directors nor any officer, agent or employee of'the Institute shall have.any authority to create obligations beyond those provided for in any budget, except that the Board of Directors by resolution may authorize the creation of specific obligations. Each member shall be prompt- ly notified of the! budget when so made or revised and of any rssolution authorizing the creation of any obligation. Section 3.. Upon termination of'membership, a, former member sha l remain liable, for dues and assessments thereafter to the extent necessary to cover any obligation created or, expense incurred prior to the effective date of'such ttrmina- tion;, psovi'ded, however, that any member may, within ten days after notice of said original or revised budget or resolution, file in writing with the Secretary of the Institute its dissentt therefrom and its resignation from the Institute, in~which case such member shall not be liable for any new, obligation or ex- pense so authorized and!shall only be liable for such porticn, of dues, and assessments thereafter as shall represent its pro- portionate part of other obligations and expenses of the Insti- tute duly authorized or incurred prior to~the adoption.of such budg;et or resol'ution,. ARTICLE IV llEE'1'I2sGS 0P JiEKBFAS' Section 1. The annual meetinq of the members for the election of .irectors and tor the transaction of such other, business, as may properly come before such meeting shall be held at 10:.00 A.M., on: the second Thursday in December in each, year, or if that day, shall be a legal holiday, then on the next succeeding business day. Section 2. Special meetings of the members. of'thw Insti- tute may be carled by the Board of Directors or the President or upon written request to~ttue Secretary of'three members. Opon such, call or request the Secretary shall issue.a notice of a special meeting to consider the business specified ia such call or written request., All special meetings of the members shall be held at such, places within, or without the State. of New York asl the Board ofi Directors aaay,, from time to, time fix. Secti'on 3. Notice of'an annual meeting or a special meeting shal Se given, personally'or by first class mail, by the Secretary to eachmember at its last recorded address not less than 10 nor more than, 50 days before the time appointed for the meeting (if mailed, by any other class mail,' it shall be given not les:..than 30 nor more~than 60 days before such date), and shall contain a statement of the time and place and the business to be conside;red'at such meeting..

Section 4. One.third of the members of'the Institute shall constitute a quorum at anymeeting, and in case there be less than such number present, the meeting,shall be adjourned fromitime to time until a quorum is present. Section S. The President shall preside at each meeting of the me bers. If the President is absent from any, meeting of the members,, such other person who shall be chosen by the mem- bers shall preside thereat. The Secretary, or In his absence such, person as shall be designated by the chairman of the meet- i'ng, shall act as secretary at each meeting of the members and keep the minutes thereof. Section 6'. The order of business of all meetings of'the members sha 1. e, insofar as appl3cabse, as follows: Cmll to order.. 2'. Proof',of' notice of meeting. 3' Determinationlof quorum '' 1. •1. . Approval of the minutes of the previous, meeting. S. Reports. &. Slection of Directors.. 7'. Other b siness. Secti'on 7. At each meeting of'the members of the Insti- tute, each me:nber shall be entitled to, one vote in person or by proxy. Any member may, by instrument in writing filed with the Secretary, appoint one or more persons to vote for or on behalf of such member as and to the extent therein provided. Suchh instrument may constitute the person or persons named as the proxy or proxies of such member for a specified meeting or for an indefinite period', not to exceed eleven months from the datee of the executiort thereof. All matters, except those specified herein to~the contrary, shall be decided by the vote of a ma- jori~ty of'the members present in person or represented by proxy and entitled to vote, a quorum being present. Unless demanded by a member or directed by the chairman of the meeting, no vote nee6 be by ballot. On a vote by ballot each ballot shall be signed by the member voting or by his proxy.. Section, 8. Notice of a meeting, need' not be given to any , . member who sub mits a signed waiver of notice, 3n person or by proxy, whether before or after the meeting,. The attendance of any member at a meeting, in person or by proxy, without pro- testing prior to the conclusion of t,he meeting the lack of. notice of such, meeting, shall constitute a waiver of notice by it. 0 Section 9. Whenever members are required or permitted to ~ take any! artlon by vote, such action may, be taken without a O meeting;on written consent, setting forth the acti~on so~taken, G . 6-A

signed by all the members entitled to vote thereon. Written consent thus given by all members entitled to.vote shall have the same effect as a unanimous vote of'the members. LRTICL.E V BOARDi OF DI.RLCZ'ORS Section l. The management of the business and affairs of the Institute shall be in the Board of DiEectors.. Section 2. The Board of Directors shall, subject to the provi'sion o paragraph 5 of the Certificate of Incorporation,, consist of twice the number of directors as there are Class A members of the Institute plus, the same number of di'rectors as there are Class B members of'the Institute. D3rectors.shalll hold office until the annual meeting of, the members next ensu- ing,after their election, and until their respective successors are elected and shall have qualified. Se en directors shall constitute a quorum for thie tranaaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn, the meeting from time to time. Section 3. Wacancies, among Directors elected by Class A members of The Institute shall be filled by action of Class. A members of The institute and vacancies among Directors elected by Class B members of The Institute shall be filled by action of the Class B'members of The Institute; except that, if'a vacancy remains unfilled for six months after it occurs, andiby reason of'the absence, illness, or other inability of one or more of the remaining Directors a quorum of the Board of Direc- tors cannot be obtained, the remaining Directors, or, a majority of them, may appoint a Director to, fill such vacancy. A Dlirec- tor elected or appointed to, iill a vacancy shall hold'office until the next annual election of Directors, and until his successoris el'ectedi orappo~inted andqualif~ied. Section 4. Meetings of the Board of Directors shall bee held at suc prace within or without the State of Wew York as may from time to time be fixed by the Board. Regular sieetingis . of the Board of Directors shall be held at such times as may from time to.time be fixed'~by the Board; and special meetings may be held at any time upon the! call of the President or of any two directors, by oral, teleg;'raphic or written notice duly, served'on or sent or mailed to: director not less than, 2 days before the meeting. The notice of'any regular meeting need; not specity the purposes thereof. A meeting of the Boardi may be held without notice immediately after thiw annual meeting of members at the same.plaae at which such meeting, is held.

7 Notice need not be given of regular meetings of the Board held at times fixed by the Board. Notice of any meeting of'the Board,of Directors shall not be required to be given to any director who shall attend the meeting or who shall, either before or after such meeting, waive motice thereof in writing or by telegraph. Section 5i. The Directors of the Institute shall serve without compensation.except as to any Director whoi shall also be an officer or employee or counsel of'the Imstitute. Section 6., Any action required or permitte& to be taken by the Boar oT Directors or any, committee thereof may be taken without a, meeting, if'a1l members of the Board of Directors or the committee consent in writing to the adoption of a resolu- tion authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors orr the cornm3ttee shall be filed with the minutes of the proceed- ingsofth~eBoard' of ' Directors or committee. Section, 7'. Anyone or more members, of' the Board of' Directors or any, committee thereof may participate in a meeting of the Board of' Directors or committee: means of a conference telephone or similar communications equipment allowing alll persons participati'ng in the meeting to hear each, other at the same time. Partici'pation by such, means shall constitute pres- ence in person at suchia meeting. JCRTICLE' VI E7CECOTIVE CO!!SKITTEE The Board of Directors, by resoluti'on adopted by a ma- jority of the entire Board, may designate from amongq its mem- bers an Executive Committee consisting of three or more direc- tors, which, to the extent provided'in such resolution shall have all the authority of the Board except as otherwise re- quired by law~. Vacancies in the Executive Committee may be filled by, the Board of Directors at any meeting of the Board.. The Executive Committee shall keep regular minutes of' its pro- ceedings an& report the same to the Board of Directors when requested by the Board. The Executive Committee shall meet upon, the call of its Chairman or the President. The presence of a, majority! of the members of the Executive Committew shall consti'tute a quorum for the transaction of'business unless the Executive Committee shall consist of any even number of'mem- bers., in which case a, quorum shall be one-half of the members. «

8 >RTIChE VII CPPICERS, LGM1TS AIZD MGLOYEgS Section l. The officers of the Institute shall be a Presi' ent, one or more Vice Presidents, a Secretary and'a Treasurer, all of whom shall be elected by the Board of Directors and who may or, may not be members of the Board of Directors. The! Board of Directors may from time to time appoint one or more Assistant Secretaries and'.one or more Assistant Treasurers and such other otficers, agents and em- ploy,ees as it may! deem proper. Any two or more offices may! be held by the same person, except the offices, of President, Secretary and Assistant Secretary. Each, of such offi'cerssha11 serve for a term ending with the next annual meeting oflthe members.of the Institute and until his successor shall have been chosen and shall have qual- ified'. Any! vacancy in any office shall be filled for the unex- pised.portion of theterm, by the B~oard'ofD'irectors,. Allof'fi-cersR managers, assistant managers and'agents elected or ap- pointed by the Board' of' Directors shall be sub j'ect to removal with or without cause at any! time by the Boar& of Directors. All other agents and'employees of the Institute may be removec, at any time by vote of the Board of Directars, or by the of'f3- cer appointing them. Section 2. The Boardiof'Di'rectors may employ legal coun- sel who sha Te responsible for the conduct of the legal af- fairs of the Institute, including all legal matters arising, at or in connection with, meetings of the members or the Board of' Directois and!all legal advice required by the officers of the Institute. Section 3. Subject to such limitations as the: of Di~rectors may zom, time to time prescribe, the President mayappoint or remove such other employees and'agents as the busi- ness of the Institute may requ,ilre, who: shall have such duties as the President or the Board of Directors may from time to: ti'me determine. Section a. Subject to~such limitations as the Board may from time to time prescribe, each of the officers of the Insti- tute shall have such powers and duties.as shall pertain to his respective office, as well as. such additional powers and duties as may from time to, time be conferred or imposed'by the Board of D'irector&. The Secretary shall be responsible for issuing, agenda for all meetings and for keeping full and accurate minutes thereof, copies of'which shall be distributed!to alll members or to all directors, qs the case may be. The Treasurer and any Assistant Treasurer may! be require& to give bond for the faithful discharge of their duties, in such sums and with

91 such surety or sureties as the B'oard of Directors from time to, time.aayprescribe. Section S. The Board of Directors is authorized to determine t e compensatilon of all offfcers, counsel, employee& and agents of'.the Ihstitute, notwithstanding the fact that any such pesson may also be a director. ART'ICLZ' PIII INIDFaSI1IPI G'JCTI0N . Any person investigated or made a party to any, action, suit or proceed!ing,by reason of'the fact that he, his testator or intestatc, is or was a dirsctor, officer or employee of the Institute or of any other corporation, partnership, joint wen- ture, trust, employee benefit plan or other enterprise which he served as such or in any capacity at the! request of the insti- tute, sfiall be indemnified by the Institute to the full extent that indemnificationlis allowed for directors and office=s under the laws of the S~tateofl New Yok, against alljludgments, fines, amounts paid in settlement andireasonable expenses,, including attorneys' fees, actually and necessarily incurred' by him, inconnection, withsuch, actiom, suilt,investigationorproceeding. or in connection with any appeal therein. The foregoing right of indemnification shall not be deemed exclu- sive of any other rights to which such director, officer or employee may be entitled apart therefrom. Any! amount payable by way of indemnity shall be determined, and paid in the manner spe ified by the laws of the State of New York. The Institute may, as the Board of Directors may direct, purchase and main- tain such insurance to i'ndemnifyr th& Institute for any obliga- tion whsch i~t may incur as a, result of indemnification underr this Article VIII and! to indemnifydirectors, officers and employees in instances in which they may be indemnified by the. Institutwunder this Article VIII and in instances in which they may not otherwise be indemnified by the Institute under this Article VIII to the extent permitted by law. ARTICLE IX CRECIGS!, 11O'I'FS, E'1'C'. All notes, d!rafts, checks, acceptances, orders for the payment of money, and all negotiable instruments obligating the Institu!te for the payment of money shall, unless otherwise provided!by the Bmard: of Directors, be signed by the President or a Vice President and by the Treasurer or an Assistant Trea- surer or the Secretary or an.Assistant Secretary.

i1RTICLE I COAPO,RATE SFAL The corporate seal shall be inicircular form and shall have inscribed, thereon the name of the Iastitute and the words •Incorporated hew York 1958.•' ,BTIQwE II AXENDMEHTS The By-Laws of the Institute may be amendedi, added to, rescinded or repealed at any meeting of the members, provided notice of the proposed change i's given in the! notice of the meeting. Subject to~the power of the members to alter, amend or repeal any By-Laws made by the Board of Directors, the Boardd may make By-Laws for the Institute and may from time to time alter,.amend and repeal any of these By-Laws. If any by-law regiul~atinganimpendii;ngg election ofd!iirector& i'sadop!ted, amended or repealed by the Board of DiLrectors., there shall be set forth,in the notice of the next meeting of the members of the Institute for the election of the directors, thie!by-lawso adopted, amended or repealeditogether with a eoncise.statement of the changes.made. M