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Minutes of a meetinsz of the Foard of Directors of Philip Morris Incorporated held at the offices of the Company, 100 Park Avenue, New York, New York at lQ:?0 o`clock in the forenoon on Au?:ust 29, 1962 pursuant to notice mailed to all the directors. Present, the following: Messrs.: J. R. J. R. W. F. Cullman, 3rd W. Dammann H. Davis N. DuPuis H. Hatcher E. !R. A. G. S. J. Lasker P. Roper Snapper Weissman Weil H. Wilkinson, Jr. bsent A. H. K. E. Lyon, Honorary Chairman E. Riddell, Director Emeritus H. Rockey, Director Emeritus : C. T. H. L. H. Kibbee N. Lawler S. Cullman, Director Emeritus G. Hanson, 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 June 27, 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- tions were unanimously adopted, the Board having been advised that the amount

required for dividends thereunder was substantially less than the amount qvailsble therefor under the pertinent provisions of Virginia law, the Company`s Articles of Incorporation and its Indentures with Morgan Guaranty Trust Company of New Vork and The First National City Bank of New York: RESOLVED, That the regular quarterly dividend of $1.00 per share on the cumulative preferred stock, ''`!~ series, and the regular quarterly dividend of t0.975 per share on the cumulative preferred stock, 3.90't series, be and the same hereby are declared payable November 1, 1962 to holders of preferred stock of the respective series of record at the close of business on October 15, 19ti2; 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 October 15, 1962 to holders of common stock of record at the close of business on September 19, 19h"2. Mr. Cullman invited the attention of the Board to the minutes of the meeting of the Executive Committee of the Board of Directors held on July 23, 191~2, copies of which were furnished to the members of the Board. Thereupon, on motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the action of the Executive Committee of the Board of Directors of Philip Morris Incorporated taken at its meeting held on July 23, 1962, as set forth in the minutes of the said meeting, is hereby ratified, confirmed and approved. The Board was advised of a management recommendation for the acquisition of a Bartelt pouch packing unit, and miscellaneous equipment, at a total cost of approximately $76,000. Thereafter, on motion duly made and seconded, the following resolution was unanimously adopted: u -bM L1 w v ~

RESOLVED, That the proper officers of the Company be and they hereby are authorized to purchase a Rartelt pouch packing unit, and miscellaneous enuipment, at a total cost of approximately $7~,000. Mr. Roper advised the Roard that in connection with the continued development of the new cigarette packaging concept (Pro,ject Roper) management recommended a capital appropriation of approximately $1,300,800 for the purchase of seven additional plastic package forming units, three plastic extrusion units and auxiliary equipment. He pointed out that with this appropriation the total amount authorized by the Board for the purchase and erection of equipment ir: connection With Project Roper would be $5,320,800 made up as follows: 34 Roper Packers ...........................••••..$2,200,000 22 Plastic Package Forming Units ................. 2,100,000 3 Plastic Sheet Extruding Units ................. 420,000 Auxiliary Equipment & Installation Charges ....... h00 800 5,320, 00 7 Thereafter, on motion duly made and seconded, the following resolu- tion was unanimously adopted: RESOLVED, That the proper officers of the Company be and they hereby are authorized to expend approximately $1,300,800 for the purchase of seven additional plastic package forming units, three plastic extrusion units and auxiliary equipment. The Board was advised of the purchases made by the Company of its common stock since the June 27, 1962 meeting of the Board of Directors. Thereafter it was pointed out that in accordance with the recommen- dation of the Company's actuary, the Retirement Board had increased the valuation interest rate assumption under the Philip Morris Retirement Plan ~ 'y' a from 3% to 3 1/2%, and strengthened the mortality tables in the light of the p trend towards increased longevity. 0o

The Roard was advised that in accordance with procedures established at its meeting held on March 28th, the Committee on Current Inventories had received reports both from the Internal Auditor and the Leaf Department and was satisfied that the tests of quantities and prices represented a fair presentation of inventory valuations as of June 30, 1962. Mr. Cullman stated that he tentatively planned to hold the November meetina of the Roard of Directors at the Company`s plant in Louisville, Kentucky. A general discussion of the business of the Company ensued at the conclusion of which the meeting adjourned. 4