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Minutes of a meeting of the Board of Directors of Philip Morris Incorporated held at the Philip Morris Research Center, 4201 Ninth Street Road, Richmond, Virginia at 1:30 o'clock in the afternoon on April 25, 1962 pursuant to notice mailed to all the directors. Present, the following: Messrs.: J. F. Cullman, 3rd R. J. R. W. C. W. D amnann H. Davis N. DuPuis H. Hatcher H. Kibbee t Ab E. T. R. A. S. G. J. H. Lasker N. Lawler P. Roper Snapper Weil Weissman H. Wilkinson, Jr. E. Riddell, Director Emeritus : sen A. E. Lyon, Honorary Chairman H. L. K. S. Cullman, Director Emeritus G. Hanson, Director Emeritus H. Rockey, Director Emeritus Mr. Paul D. Smith, vice president and general counsel, was also present at the meeting. Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the minutes of the meeting of this Board held on March 28, 1962, copies of which were furnished the members of the Board, be and the same hereby are adopted as and for the minutes of the said meeting. ~ The Secretary reported that more than 86% of the common stock was .A oa ~ .~. represented at the annual meeting of stockholders held in Richmond, Virginia .a ca ~ on April 10, 1962; that the nominees proposed by management had been elected a,

directors of the Company and that the resolution approving the selection of Messrs. Lybrand, Ross Firos. & Montgomery as auditors had been passed. Thereafter, on motion duly made and seconded, the following resolu- tion was unanimously adopted: RESOLVED, That the following be and they hereby are elected to the offices set forth opposite their names, to act as such during the pleasure of the Board of Directors: I Joseph F. Cullman, 3rd Chandler H. Kibbee Robert P. Roper George Weissman Andrew C. Britton John E. Cookman Hugh Cullman George C. Dawson Clifford H. Goldsmith Roger M. Greene Justus Heymans Ray Jones George W. Macon, Jr. Ross R. Millhiser Jack R. O'Connor Paul D. Smith Helmut R. R. Wakeham Thomas F. Ahrensfeld Henry R. Blum John A. Hampson LaBurne C. Metzger Walter F. Sperber Cornelia Craig Mary E. Russell President Executive Vice President-Finance Executive Vice President-Operations_ Executive Vice President-International Vice President Vice President, Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Vice President Treasurer Vice President - General Counsel• Vice President Associate General Counsel and Secretary Controller Assistant Treasurer Assistant Treasurer Assistant Controller Assistant Secretary Assistant Secretary Thereafter, Messrs. Cullman., Kibbee, Roper and Weissman absented themselves from the meeting and the Executive Compensation Committee advised the Board of its recommendations with respect to the compensation of certain senior officers of the Company. On motion duly made and seconded, the follow- ing resolution was then unanimously adopted:

RESOLVED, That, effective May 1, 1962 and until further order of the Board, the following named executives shall receive compensation at the per annum rate set forth opposite their names, such amounts to be paid in equal monthly installments: Joseph F. ^ullman, 3rd, President $105,000 Robert P. Roper, Executive Vice President-Operations 77,500 Chandler H. Kibbee, Executive Vice President-Finance 75,000 ,George Weissman, Executive Vice President-International 72,500 Thereupon, Messrs. Cullman, Kibbee, Roper and Weissman rejoined the meeting. On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the following are designated to constitute the Executive Committee during the pleasure of the Board: Joseph F. Culiman, 3rd, Jess H. Davis, Wirt H. Hatcher, Chandler H. Kibbee, Robert P. Roper, Arthur Snapper, members and Howard S. Cullman and H. E. Riddell, honorary members. Mr. Kibbee then reported on the purchases made by the Company of its common stock since the last meeting of the Board of Directors. The Poard was advised that management recommended the grant of options under the Company's Stock Option Plan to certain key employees of the Company and its subsidiaries. On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the Company enter into option agreements this day, in the form presented to this meeting, in accordance with Exhibit A attached hereto, and that the purchase price under each such option agreement be the last price at which the common stock of the Company is traded on the New York Stock Exchange today, or if the stock is not so traded today, the last price at which it was theretofore traded.

The attention of the Board was invited to a report by Mr. Weissman, copies of which had been previously furnished to each director, recommending the acquisition by the Company of Canadian Tabacofina Ltd. Thereafter, on motion duly made and seconded, the following resolutions were unanimously adopted: RESOLVED, That the proper officers of the Company be and they hereby are authorized to proceed with negotiations for the acquisition of Canadian Tabacofina Ltd., and further RESOLVED, That the Executive Committee be and it hereby is authorized to approve the acquisition by the Company of Canadian Tabacofina Ltd. on such terms and conditions as the proper officers of the Company deem necessary or desirable; and further RESOLVED, That the proper officers of the Company be and they hereby are authorized to take such action as they deem necessary or desirable to carry out the foregoing resolutions. Mr. Roper advised the Board of management's recommendation for the construction and equipment of a three-story office building containing approximately 66,000 square feet to be located adjacent to the Company's Research and Development Center, Ninth Street Road, Richmond, Virginia at a cost of approximately $1,980,000. On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the proper officers of the Company be and they hereby are authorized to expend approximately $1,980,000 for the construction and equipment of a three-story office building containing approximately 66,000 square feet to be located adjacent to the Company's Research and Development Center, Ninth Street Road, Richmond, Virginia. t~ The attention of the Board was invited to a prior capital appropria- Co ra 0 tion of $175,000 for a polyethylene extruder for Milprint's Downingtown ~ operation. It was pointed out that a new and improved type of extruder had a

become available at an additional cost of approximately $49,000 and that management recommended that the Board authorize the appropriation of this additional amount. It was the consensus of the meeting that Milprint, Inc. re authorized to incur the expenditure of this additional amount. The Board was advised that a prior appropriation of $480,000 for the manufacture of the Pal adjustable injector razor had been exceeded by approximately $60,000 and that management now recommended the appropriation of an additional $60,000 for improvements in the design of the razor to reduce cost and facilitate manufacture. On motion duly made and seconded, the following resolutions were unanimously adopted: RESOLVED, That the action of the management of the Company in exceeding the original capital appropriation authorized by this Board to the extent of $60,000 for the manufacture of the Pal adjustable injector razor by the Company's American Safety Razor division be and it hereby is ratified, confirmed and approved; and further RESOLVED, That the proper officers of the Company be and they hereby are authorized to expend, in connection with the Company's American Safety Razor division, approxi- mately $60,000 for improvements in the design of the Pal adjustable injector razor. Mr. Roper advised the Board that the management of Nicolet Paper Corporation, with Milprint's concurrence, recommended a capital appropriation in the amount of $300,000 to cover the purchase and installation of plastic coating equipment. It was pointed out that there would be set off against this appropriation $132,000 previously authorized, but unexpended, for a coater laminator for Milprint, San Francisco. It was the consensus of the meeting that Nicolet Paper Corporation be authorized to incur such expenditure. ss ~ ... b

A presentation was made by the Operations Department of current and future plans and undertakings. A general discussion of the business of the Company ensued at the conclusion of which, the meeting adjourned. Secretary