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Minutes of a meeting of the Board of Directors of Philip Morris Incorporated held at the offices of the Company, 100 Park Avenue, New York, New York at 10:30 o'clock in the forenoon on September 19, 1962 pursuant to notice mailed to all the directors. Present, the following: Messrs.: J. R. J. W. C. F. Cullman, W. Dammann H. Davis H. Hatcher H. Kibbee 3rd E. T. R. A. S. G. Lasker N. Lawler P. Roper Snapper Weil Weissman J. H. Wilkinson, Jr. bsent: H. H. K. S. Cullman, E. Riddell, H. Rockey, Director Emeritus Director Emeritus Director Emeritus R. A. L. N. DuPuis E. Lyon, Honorary Chairman 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 August 29, 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. Mr. Joseph Cullman invited the attention of the Board to the annual actuarial valuation of the Philip Morris Retirement Plan as of December 31, 1961, submitted by the actuary under date of August 16, 1962 and including

recommendations with respect to the Company's contributions to the plan for the year 1962. Thereafter, on motion duly made and seconded, the following resolu- tions were unanimously adopted: RESOLVED, That a current service contribution under the Philip Morris Retirement Plan for the year 1962, at the rate of 4.44% of current payroll of all employees in active service, is hereby approved; and further RESOLVED, That the amount of the current service contribution for the year 1962, computed as aforesaid, be reduced by $164,742, representing the excess of investment income, exclusive of profits and losses, earned in the year 1961 over valuation interest require- ments of the plan; and further RESOLVED, That no payment toward the reduction of prior service liability under the Philip Morris Retirement Plan be made for the year 1962. The Board was thereafter referred to certain material which had been previously furnished the members of the Board in connection with various proposed changes in the Philip Morris Retirement Plan and Trust Agreement. It was pointed out that the Retirement Board and the management of the Company recommended adoption of all of the proposed changes in the Trust Agreement and certain of the changes•in the Retirement Plan. Thereupon, on motion duly made and seconded, the following resolutions were unanimously adopted, to become effective October 1, 1962: RESOLVED, That Section C of Article III of the Philip Morris Retirement Plan be and the same hereby is amended to read as follows: " C. Service in the Armed Forces of the United States If an Employee's service with the Company, any Predecessor Company or The Axton-Fisher Tobacco Company was interrupted be- cause of his active duty with the Armed Forces of the United States (including the Merchant Marine), (a) in the case of service with the Company or any Predecessor Company, the Employee shall be con- sidered as having been on leave of absence during the period of such absence, and (b) in the case of service with The Axton-Fisher 0 1 .a+ oY cs ~ .~. w, 4„ 4:k ,

Tobacco Company, he shall be considered as having been on leave of absence only during the portion of such absence after June 20, 1944; provided, he was in the regular full-time service of the Company or a Predecessor Company or was in the service of the Company on a seasonal basis in connection with its stemmeries, re-drying plants and storage warehouses, on or before the earlier of December 31, 1962 or ninety (90) days after being released from said Armed Forces of the United States."; and be it further RESOLVED, That Article IV of the Philip Morris Retirement Plan be and it hereby is amended by adding thereto the following: "If any Retired Employee or other beneficiary is, in the judg- ment of the Retirement Board, unable to take care of his affairs for any reason whatsoever, including mental condition, illness or accident, any such Allowance or other benefit may be paid to the guardian or other legal representative of such Retired Employee or other beneficiary or to such other person or institution who, in the opinion of the Retirement Board, is then maintaining or has custody of such Retired Employee or other beneficiary. Such payment shall constitute a full discharge with respect thereto and the Retirement Board shall have sole discretion in determining to whom such payment shall be made and in changing the payee from time to time."; and be it further RESOLVED, That Article V of the Philip Morris Retirement Plan be and the same is hereby amended to read as follows: "Funds From Which Retirement Allowances Are Payable; Rights or Claims to Any Interest in Funds Fund. Retirement Allowances shall be payable only out of the Notwithstanding anything to the contrary contained herein or in the Trust Agreement, any right or claim to any interest in the Fund or under the Plan which any Employee, Retired Employee, or his beneficiary may have, shall terminate in the instances and in the manner set forth in Section 18 of the Trust Agreement."; and be it further

RESOLVED, That Sections A and B of Article VI of the Philip Morris Retirement Plan be and they hereby are amended to read as follows: "A. All contributions to provide the benefits under the Plan and to pay the expenses of the Trust and the Plan shall be made by the Company but the Company shall be under no legal liability to make any contributions. The contributions, if any, of the Company shall be payable at such intervals as may be agreed upon by the Company and the Retirement Board. B. In addition, the Company may, but shall be under no legal liability to, provide the funds required for the administra- tion of the Trust and of the Plan."; and be it further RESOLVED, That the second last paragraph of Article VII of the Philip Morris Retirement Plan be and it hereby is amended to read as follows: "All expenses incurred by the Retirement Board in the administration of the Plan or otherwise, including compensation of such officers, actuary, counsel, agents or agencies as the Retirement Board may appoint or employ, shall be paid from the . Fund to the extent that the same are not paid by the Company."; and be it further RESOLVED, That Section C of Article XII and the first paragraph of Section B of Article XI of the Philip Morris Retirement Plan be and the same are hereby deleted; and be it further RESOLVED, That Section B of Article XII of the Philip Morris Retirement Plan be and hereby is amended to read as follows: "B. No part of the corpus or income of the Trust shall prior to the satisfaction of all liabilities with respect to Retired Employees, Employees and their respective beneficiaries under the Trust and the Plan, be used for or diverted to purposes other than the exclusive benefit of such Retired Employees, Employees and beneficiaries (including the payment of the expenses of the administration of the Plan or of the Trust), and the Trust shall continue for such time as may be necessary to accomplish the purposes for which it is created."; and be it further

RESOLVED, That the Trust Agreement under the Philip Morris Retirement Plan be and it hereby is amended to read as set 'Lorth in the Amended Trust Agreement dated as of October 1, 1962, a copy of which is attached hereto as Exhibit A; and be it further RESOLVED, That the proper officers of the Company be and they hereby are authorized to execute and deliver said Amended Trust Agreement, on behalf of the Company, with such alterations, modifications and amendments, as they, with the advice of counsel,may deem necessary or desirable. Thereafter, the Company's actuary reported to the Board on the status of the Retirement Plan and the Company's actuarial experience thereunder. The attention of the Board was then invited to a management recommenda- tion of a capital appropriation for the Company's American Safety Razor division in the amount of $135,000 for structural repairs to the roof of the Staunton, Virginia plant. 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, in connection with the Company's American Safety Razor division, approximately $135,000 for structural repairs to the roof of the Staunton, Virginia plant. Mr. Joseph Cullman informed the Board that Mr. L. G. Hanson had tendered his resignation as a member of the Philip Morris Retirement Board and the A•S•R Retirement Committee. Thereupon, on motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the resignation of Mr. L. G. Hanson from the Philip Morris Retirement Board and the A•S•R Retirement Committee be and it hereby is accepted with regret. KI 0 The Board was advised that it was presently intended to hold the ~ 0 r. Executive Cocmnittee meeting scheduled for October 29th in Richmond, Virginia w aa v

and the Board of Directors meeting scheduled for November 28th in Louisville, Kentucky. Thereafter a general discussion of the business of the Company ensued at the conclusion of which the meeting adjourned. szzle~~ ;;I Secretary