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i Minutes of the annual meetinw of stockholders of Philip Morris Incorporated held ori the 10th day of April, 1962 at 10 o'clock in the forenoon at The Jefferson Hotel, Jefferson and Main Streets, Richmond, Virginia. Mr. Joseph F. Cullman, 3rd, President of the Company, acted as chairman of the meeting and Mr. Thomas F. Ahrensfeld, Secretary of the Company, recorded. '?'he chairman called the meeting to order and expressed gratifica- tion for the interest of the stockholders, noting that more than 86% of the common stock was represented. Thereupon the Secretary presented to the meeting a copy of the notice of meeting, proxy statement, management proxy and annual report to stockholders, including financial statements, for the year ended December 31, 1961, together with affidavits of mailing and announced that holders of common stock, $5 par value, of record at the close of business on March 12, 1962 were entitled to vote at the meeting. The chairman directed that these documents be filed with the records of the meeting. The chairman thereupon appointed Messrs. T. V. Kruckel and E. J. Dougherty inspectors of election and directed them to execute the oath and take custody of all proxies and of the certified list of holders of common stock, $5 par value, eligible to vote at the meeting. The chairman pointed out that the list contained the names and addresses of all such stockholders and the number of shares held by each, and that the list was available for inspection during the meeting. Stockholders present at the meeting.were then afforded an opportunity to submit their proxies.

The chairman then stated that the matters set forth in the proxy statement would be put before the meeting and that nominations for thirteen directors were in order. Thereupon, the following persons were nominated as directors, each to hold office until the next annual meeting of stockholders and until his successor shall have been duly chosen: Messrs. J. F. Cullman, 3rd, R. W. Dammann, J. H. Davis, R. N. DuPuis, W. H. Hatcher, C. H. Kibbee, Edward Lasker, T. N. T,awler, R. P. Roper, Arthur Snapper, Sidney Weil, George Weissman and J. H. Wilkinson, Jr. These nominations were seconded and there being no further nominations, on motion duly made and seconded, the nominations were closed. Thereafter, adoption of the following resolution was moved and seconded: RESOLVED, That the selection of Messrs. Lybrand, Ross Bros. & Montgomery as auditors of the Company for.the fiscal year ending December 31, 1962 be approved. The chairman invited discussion of the matters before the meeting and then directed the inspectors of election to canvass the ballots. While the ballots were being canvassed, the chairman addressed the meeting with reference to various aspects of the Company's business and invited discussion from the floor. After discussion he called for the report of the inspectors. The inspectors reported that the persons nominated for directors had received votes as follows:

J. F. Cullman, 3rd 3,154,982 R. W. Dammann 3,154, 982 J. H. Davis 3,154, 982 R. N. DuPuis 3,154,982 W. H. Hatcher 3,154,982 C. H. Kibbee 3,154, 982 Edward Lasker 3,154,982 T. N. Lawler 3,154,982 R. P. Roper 3,154,982 Arthur Snapper 3,154, 982 Sidney Weil 3,154, 982 George Weissman 3,154, 982 J. H. Wilkinson, Jr. 3,154,982 The inspectors further reported that 3,137,598 votes had been cast in favor of, and 5,248 votes against approval of the selection of Messrs. Lybrand, Ross Bros. & Montgomery as auditors of the Company for the fiscal year ending December 31, 1962. The chairman thereupon announced that the nominees named in the proxy statement had been elected directors, each to hold office until the next annual meeting of stockholders and until his successor shall have been duly chosen and that the resolution approving the selection of Messrs. Lybrand, Ross Bros. & Montgomery as auditors had been passed. Thereafter, on motion made, seconded and unanimously carried, the meeting adjourned. Secretary