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Minutes of a meeting of the ?oard of Directors of Philip Morris Incorporated held at the offices of the Company, 10n Park Avenue, New York, New Vork at 1G:3n o'clockk in the forenoon on May 23, 1962 pursuant to notice mailed to all the directors. Present Messrs.: J. F. Cullman, 3rd R. J. R. W. C. W. Dammann H. Davis N. DuPuis H. Hatcher H. Kibbee sent: E. T. A. G. J. A. H. R. S. Lasker N. Lawler Snapper Weissman H. Wilkinson, Jr. E. Lyon, Honorary Chairman S. Cullman, Director Emeritus Roper Weil I,. H. K. G. Hanson, Director Emeritus E. Riddell, Director Emeritus H. Rockey, Director Emeritus I 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: the following: RESOLVED, That the minutes of the meeting of this Board held on April 25, 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. Thereafter, on motion duly made and seconded, the following resolu- v ~ the Board having been advised that the amount tions were unanimously adopted ~n, , , ~ .~, w t•) 0

required for dividends thereunder was substantially less than the amount available therefor under the pertinent provisions of Virginia law, the Company's Articles of Incorporation and its Indentures with Morgan Guaranty Trust Company of New York and The First National City Bank of New ''ork: RESOLVED, That the regular quarterly dividend of $1.00 per share on the cumulative preferred stock, 44, 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, 1962 to holders of preferred stock of the respective series of record at the close of business on July 16, 1962; and be it further RESOLVED, That a regular quarterly dividend of $0.90 per share on the common stock of the Company be and it hereby is declared payable July 16, 1962 to holders of common stock of record at the close of business on June 19, 1962. I The Board was advised of management's recommendation for a capital appropriation of approximately $375,000 for the acquisition of twelve additional plug tube combiners and related equipment. 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 proceed with the purchase of twelve additional plug tube combiners and related equipment at a cost of approximately $375,000. Mr. Kibbee reported on the purchases made by the Company of its common stock since the last meeting of the Board of Directors. In connection with the financing of Philip Morris and Company Limited of England, the Board was advised that management recommended an increase in ~ the parent company's equity in that subsidiary of approximately $1 400 000 ~ , , ~ (L500,000) as of June 1, 1962. On motion duly made and seconded, the follow- m Ca ~

ing resolutions were unanimously adopted: RESOLVED, That the equity of the Company in its subsidiary, Philip Morris and Company Limited of England, be increased by approxi- mately $1,400,000 (p,500,000) as of approximately June 1, 1962; 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 resolution. Mr. Kibbee discussed the so-called Matching Gifts Plan recommended by the Contributions Committee, and it was the consensus of the meeting that the members of the Board be furnished with additional data in that connection for their information. Mr. Joseph Cullman advised the Board that the June Executive Committee and Board of Directors' meetings would be held in New York. A general discussion of the business of the Company ensued at the conclusion of which Mr. Weissman gave an illustrated review of the Company's international tobacco operations. There being no further business to come before the meeting, the same adjourned. 6» + t~ ~ i