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EXHIBIT A AMENDED TRUST AGREEMENT Between PHILIP MORRIS INCORPORATED And MORGAN GUARANTY TRUST COMPANY OF NEW YORK Dated as of October 1, 1962

.  r r 1001000 ON AMENDED TRUST AGREEMENT Between PHILIP MORRIS INCORPORATED And MORGAN GUARANTY TRUST COMPANY OF NEW YORK As Trustee This Agreement made as of this 1st day of October, 1962 bC and bl't«'een PHILIP MORRIS INCORPORATED, a corporation oraanized and existing under the laws of the Commonwealth of Virginia (hereinafter sometimes called the "Couipany"), and MORGAN GUARANTY TRUST CObiPANY OF NEw YORK, a corporation organized and existing under the laws of the State of New York (hereinafter sometimes called the "Trustee"), WIT_'ESSETH : WHEREAS, effective April 1, 1943, the Company (then known as Philip Morris & Co. Ltd., Incorporated) adopted a retirement plan for the exclusive benefit of its employees or their bene- ficiaries, known as the "Philip 'Morris Retirement Plan" (which plan, as amended, is hereinafter called the "Plan") ; and WHEREAS, the Company entered into a trust agreement effec- tive April 1, 1943 with J. P. lIorban & Co. Incorporated under and pursuant to which J. P. Morgan & Co. Incorporated and later Morgan Guaranty Trust Company of New York (successor by merger to J. P. Morgan & Co. Incorporated) became Trustee of the trust established under the Plan; and WHEREAS, the aforesaid trust agreement has heretofore been amended from time to time; and WHEREAS, the parties hereto are executing this Agreement for the purpose of further amending the trust agreement in a accordance herewith; ~ 0 ... .4 ca crt 0

1 2 \ oW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Company and the Trustee do hereby covenant and agree that on and after the date hereof the trust agreement with respect to the Plan (hereinafter re- ferred to as the "Trust Agreement") shall be amended to read as follows : 1. The Company hereby establishes with the Trustee a trust, to be called the "Philip Morris Retirement Trust", consisting of such sums of money as shall, from time to time, be paid to the Trustee under the Plan and such earnings, profits, and increments thereon or thereto as may accrue from time to time. The funds and property of the Trust, as they may at the time of reference be constituted, are collectively referred to herein as the "Fund". The Fund shall be held by the Trustee in trust and dealt with in accordance with the provisions of this Trust Agreement. 2. The Trustee is authorized and empowered: (a) To invest and reinvest the Fund and keep the same invested, in its sole discretion, without distinction between corpus and income, in : capital, common and preferred stocks ; personal, corporate and governmental obligations, secured and unsecured ; mortgages, leaseholds, fees, other interests in realty and part interests therein ; contracts, conditional sale agreements, choses in action, trust and par- ticipation certificates and other evidences of ownership, part ownership, interest and part interest; securities issued and to be issued by the Company; and common, collective and commingled trust funds maintained by the Trustee which are qualified under the provisions of Section 401(a) and exempt under the provisions of Section 501(a) of the Internal Revenue Code of 1954 as such Sections may be from time to time amended or renumbered, (during such period of time as an investment in any such trust fund shall exist the declaration of trust of such fund shall constitute a part of this Trust Agreement) ; and in making such investments and reinvestments, the Trustee shall not be restricted to those of the character authorized for fiduciaries under any applicable law or regulation; provided, however, that at the direction of the Retirement Board established under the Plan (herein- after called the "Retirement Board") the Trustee shall dispose of any securities or other property in the Fund; I

J 3 1 and provided further that notwithstanding anything in this paragraph (,I) to the contrary, the Retirement Board may impose restrictions and limitations on the total amount of the Fund that IIIay from time to time be invested by the Trustee in : (i) the securities of any individual issuer, (ii) any individual common, collective and commingled trust fund, (iii) any other individual investment, (iv) conlmon, collective and commingled trust funds, in the a ;-;~re~;ate, (v) specified for6i,n investments, in the aggregate. (b) To reserve from investment and keep unproductive of income any portion of the Fund which it may from time to time deem advisable. (c) To sell, exchange, convey, transfer or dispose of, and also to grant options with respect to any property, whether real or personal, at any time held by it, and any sale may be made by private contract or by public auction and for cash or upon credit, or partly for cash and partly upon credit, as the Trustee may deem best, and no person dealing with the Trustee shall be bound to see to the applica- tion of any moneys paid. (d) To retain, manage, operate, repair and improve, and to mortgage or lease for any period, any real estate held by the Trustee. abstain from the enforcement of, any such obligation. (f) To submit to final arbitration any matter of differ- ence with others. (g) To vote in person or by proxy on any stocks or other securities held by it. (h) To join in or to dissent from and oppose the re- t.~ ~ organization, recapitalization, consolidation, sale or merger of corporations or properties in which it may be interested m 0 «. ~ w ts (e) To compromise, compound and settle any debt or obligation due to or from it as Trustee hereunder, and to reduce the rate of interest oII, to extend or otherwise modify, or to foreclose upon default or otherwise enforce, or to

4 as Trustee, upon such terms and conditions as it may deem wise, and to accept any securities which may be issued upon any such reorganization, recapitalization, consolidation, sale, or merger, aiid thereafter to hold the same. (i) To enforce, or to abstain from the enforcement of, any right, obligation or claim; and to abandon any property, whether real or personal, which may at any time be held by it; and, in general, to protect in every way the interests of the trust either before or after default. (j) To cause to be registered in its name as Trustee hereunder, or in the name of its nominees, any securities which may f roui time to time be held by it hereunder, or to take and keep them unregistered and to retain them or any part thereof in such condition that they will pass by delivery. (k) To exercise any options appurtenant to any stocks, bonds or other securities for the conversion thereof into any other stocks, bonds or securities, or to exercise any rights to subscribe for additional stocks, bonds or other securities, and to make any and all necessary payments therefor. (1) From time to time for the purposes of the Trust, to borrow or raise money (i) upon such terms as it may deter- mine, provided the ag'gregate principal amount of the loans so incurred and outstanding at any one time shall not exceed $50,000, and ( ii ) with the approval of the Retirement Board, in any amount and upon such terms as the Retirement Board may determine; and in connection with any of the foreboing loans, or in renewal thereof, to issue its promissory note or notes as Trustee and to pledge any securities in the Fund; and the Trustee shall have the power to borrow from itself provided the interest rate charged on the loan does not exceed the prevailing interest rate for a loan of the character made ; and the Trustee shall have the power to repay any such loans. (m) To employ from time to time, at the expense of the Fund, agents other than persons in its regular employ, and to delegate to them such ministerial and limited discretionary duties as it sees fit. (n) To form a corporation or corporations under the laws of any jurisdiction or participate in the forming of any such corporation or corporations or acquire an interest in or I I Ii

5 a otherwise make use of any corporation or corporations already formed, for the purpose of investing in and holding title to any property. (o) To enter into stand-by agreements, either with or without a stand-by fee. (p) To make, execute, and acknowledge and deliver any and all assignments and other instruments, and to do all acts which it may deem necessary or proper, and to exercise any and all of the foregoing powers upon such terms and condi- tions as to it may seem best, subject to the approval of the Retirement Board in the cases provided hereinabove. 3. The Fund shall be held by the Trustee and shall be applied by it (a) in accordance with the direction of the Retire- nient Board pursuant to and for the purposes stated in Section 4 hereof, and (b) for the purpose of paying the expenses of the Trust and the Plan, incurred by the Trustee, properly chargeable to the Fund to the extent that the same are not paid by the Com- pany. The Trustee shall regularly and promptly collect the in- conie of the Fund and hold the same as part of the Fund. 4. Upon certification by the Retirenient Board that such payments are required, and will be exclusively used, for the purpose of (a) making payments of Retirement Allowances or other benefits pursuant to the Plan, (b) making provisions for the payment of Retirement Allowances or other benefits pursuant to the Plan, (c) making payment of expenses properly chargeable to the Fund or of taxes levied upon or in respect of the Fund or any portion thereof, or (d) making payments of premiums to insurance com- panies or of any other obligations under any contracts with insurance companies to provide for the payment of °Retire- ment Allowances or other benefits pursuant to the Plan, the Trustee shall, from time to time, make payments to such payee or payees (including the Company or the Retirement Board) in such amounts and in such manner as may be directed in writing by the Retirement Board. The obligation of the

6 Trustee to make payments hereunder shall not be for an amount in excess of the amount realized from the Fund. The Trustee shall not be liable for the proper application of any part of the Fund paid in accordance with the provisions of this Section 4. 5. The Trustee shall maintain accurate and detailed ac- counts and records of all investments, receipts, disbursements, and other transactions hereunder. The Trustee shall set up such accounts and records as it may deem proper and such other accounts and records as the Retirement Board may deem neces- sary or useful in the administration of the Plan. All books, accounts and records of the Trustea hereunder shall be open at all reasonable times to inspection and audit by any person or persons designated by the Company or by the Retirement Board. Within thirty (30) days following the close of each fiscal year ending December 31, or following the close of such other annual periods as may be agreed upon between the Trustee and the Company, and within thirty (30) days after the removal or resignation of the Trustee as provided for in Sections 9 and 10 hereof, the Trustee shall file with the Company a written report (and a duplicate original thereof with the Retirement Board) setting forth all investments, receipts, disbursements, and other transactions effected by it during such fiscal year or other annual period, or during the period from the close of such fiscal year or other annual period to the date of such removal or resignation, including a description of all securities and investments pur- chased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or received being shown sep- arately) and showing securities and investments held at the end of such fiscal year or other period. Upon the expiration of six (6) months from the date of filing such annual or other report the Trustee shall be forever released and discharged from any liability or accountability to anyone as respects the propriety of its acts or transactions shown in such report except with respect to : (a) any such acts or transactions as to which either the Retirement Board or the Company shall within such six (6) months' period file with the Trustee a written statement claiming negligence; and (b) wilful misconduct or lack of good faith on the part of the Trustee. I I

7 Neither the Company nor the Retirement Board nor any active or retired employee nor any other person shall have the right to demand or be entitled to any further or different accounting by the Trustee. I ii I 6. Whenever the Trustee is required or authorized to take any action hereunder upon the request, direction, authorization or approval of the Retirement Board or of the Company, such request, direction, authorization or approval shall be a conclusive protection to the Trustee if contained in a writing signed, in the case of the Company, by its President or by any person auth- orized by resolution of its Board of Directors to sign such writiii„ or, in the ease of the Retirement Board, signed by any two (2) members thereof or by any person authorized by the by-laws of the Retirement Board to sign such writing. The Trustee shall be proinptly furnished.«•ith a certified copy of each resolution of the Board of Directors, and a copy of the by-laws of the Retirement Board certified by any two (2) members thereof, evidencing, as the case may be, the election of the Presi- dent of the Company, the appointment of each member of the Retirement Board, or the authorization of any person to sign any such written request, direction, authorization or approval to the Trustee on behalf of the Company or of the Retirement Board; and it shall be promptly furnished with a written notification of the termination of office of the President of the Company, of each member of the Retirement Board and of the termination of authority of each person authorized to sign any such written request, direction, authorization or approval; and the Trustee shall be conclusively entitled to rely upon the identity of the Presidentt of the Company, of the members of the Retirement Board, and of each person authorized to sign any such written request, direction, authorization or approval as shown by such certified copies of resolutions, by-laws and written notifications received by it. 7. The Trustee shall not be liable for the making, retention or sale of any investment or reinvestment made by it as herein provided, or for any loss to, or diminution of, the Fund or for anythina done or omitted to be done by it except due to its own negligence, wilful misconduct, or lack of good faith. The Trustee shall be fully protected in relying upon the directions of the Retirement Board authorized in Section 2 hereof and shall not in any way be liable for any loss to, or diminution of, the Fund

8 resulting therefrom. The Trustee may from time to time consult w ith counsel, who may be of counsel to the Company or to the Retirement Board, and shall be fully protected in acting on such advice of counsel as respects legal questions. 8. The Trustee shall be entitled to reasonable compensation from the Fund for its services hereunder, as agreed upon from time to time by it and the Company. Any expenses incurred by the Trustee in the performance of its duties hereunder shall be paid from the Fund to the extent that the same are not paid by the Company. Any taxes that may be lawfully assessed on, or in respect of, the Fund to the extent that the same are not paid by the Company shall be a charge against the Fund, or such portion thereof, as the Retirement Board may direct. The Trustee may assume that any taxes assessed on, or in respect of, the Fund are lawfully assessed unless the Retirement Board shall in writing notify the Trustee that, in the opinion of counsel to the Retire- ment Board, such taxes are not lawfully assessed. In the event that the Retirement Board shall so advise the Trustee the Trustee will, if so requested by the Retirement Board, contest the validity of such taxes in any manner deemed appropriate by it or its counsel ; or the Retirement Board may itself contest the validity of any such taxes in any manner deemed appropriate by the Retirement Board or its counsel; in either event the expense thereof shall be chargeable to the Fund. The word "taxes" in this Section 8 shall be deemed to include any interest or penalties that may be lawfully levied or imposed in respect of any taxes lawfully assessed. 9. The Trustee or any successor trustee may resign and be discharged from the Trust hereunder at any time upon at least sixty (60) days' notice in writing to the Company specifying the date upon which such resignation shall be effective. If the Com- pany shall fail to designate one or more successor trustees as in Section 11 hereof provided, on or before the effective date of the resignation of the Trustee, the retiring Trustee may apply to the Supreme Court of the State of New York in and for the County of New York for the designation of a successor trustee. 10. The Trustee or any successor trustee may be removed by the Company at any time upon at least sixty (60) days' notice in writing to such trustee, specifying the date upon which such removal shall be effective. I

i 9 I 11. In case of the resignation or removal of the Trustee or any successor trustee, or in case of a vacancy in the office of trustee arisin.-I from any cause whatever, the Company shall, by resolution of its Board of Directors, forthwith and on or before the date upon which any such resignation or removal shall become effective, appoint one or more successor trustees. In the case of an appointment of any successor trustee hereunder, title to, and possession of, the F und shall forthwith be vested in such suc- cessor trustee, without any further action on the part of the predecessor trustee, but such predecessor trustee shall execute all instruments and do all acts that may be necessary or may be requested by the Company or such successor trustee, to vest in the successor trustee all of the Fund. Nothing herein contained, however, shall be construed to require a predecessor trustee to turn over the Funcl to a successor trustee before its accounts shall have been settled. Any successor trustee hereunder shall qualify as such by deliverin,-a written acceptance of the Trust, acknowledged by it, to the Company, to the Retirement Board and to the retiring trustee. 12. Any corporation into which the Trustee or any successor trustee uiay be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee or any successor trustee may be a party, or any corporation to which all or substantially all the trust busi- ness of the Trustee or any successor trustee may be transferred, shall be the successor of such trustee without the filing of any instrument or performance of any further act. 13. Subject to the provisions of Section 14 hereof, and after the satisfaction out of the Fund of all liabilities with respect to Employees, Retired Employees and their beneficiaries under the Plan, or after effective provision for the_, satisfaction of all such liabilities shall have been made, the Trust hereby created may be terminated at any time by the Company upon at least sixty (60) days' notice in writing delivered to the Trustee, and upon such termination the Trustee shall be relieved of any further obligation and liability with respect to the Fund or with respect to the application thereof. 14. Anything contained herein to the contrary notwithstand- ing, at no time prior to the satisfaction of all liabilities with