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10 respect to Employees, Retired Employees and their beneficiaries under the Plan, shall any part of the corpus of this Trust or of the income therefrom be used for or diverted to purposes other than for the exclusive benefit of Employees, Retired Employees and their beneficiaries. In determining whether all liabilities with respect to Employees, Retired Employees and their bene- ficiaries under the Plan have been satisfied, or effective provisions made therefor, the Trustee may accept as conclusive a certificate of the Retirement Board to that effect, and the Trustee shall have no duty, in makinl- any payments or deliveries under the terms of this Trust A~;reement, to determine whether or not such pay- ments or deliveries constitute any use or diversion of the income or corpus of the Trust for purposes other than the exclusive benefit of the aforesaid Employees, Retired Employees and their beneficiaries. - 15. Subject to the provisions of Section 14 hereof, the Com- pany reserves the right, by resolution of its Board of Directors, at any time and from time to time, to modify and amend, in whole or in part, any or all of the provisions of this Trust A-greement, provided that no such modification or amendment which affects the rights, duties or responsibilities of the Trustee may be made without its consent. Any modification or amendment of this Trust Agreement shall be evidenced by a supplemental ajree- ment executed by the Company and the Trustee. 16. The Company will cause a copy of any modification or amendment to the Plan, or a copy of the Plan as modified or amended in any way from time to time, to be delivered to the Trustee for convenience of reference. 17. The Retirement Board may, in its discretion, provide for the payment of any or all Retirement Allowances under the Plan, by the purchase of immediate or deferred annuities from such company or companies as it may determine, and to that end shall have the right at any time to have the Fund or any part thereof transferred to such company or companies. 18. hTotwithstandinb anything to the contrary contained herein or in the Plan : (1) Any right or claim to any interest in the Fund which any Employee or his beneficiary may have shall terminate ~ ~ .th 0o I I

f 11 (a) «•hen lie is no longer an Employee of the Company (except in the event of retirenirnt on a Retirement Allowance or, «,ith respect to such beneficiary, in the event of said Eniployee'S death leaving. an effective election of an option pursuant to Para-graph A(3) of Article II of the Plan) ; or (b) whenever provision for such Employee or his bene- ficiary shall have been iuade in accordance with the provi- sions of the Plan. (2) Any rig-ht or claim to any interest in the Fund which aiiy Retired h:niploi•ee, the beneficiary of any deceased Employee who died leaving an effective election of an option pursuant to Paragraph A(3) of Article II of the Plan, or the beneficiary of aiiv Retired Employee or deceased Retired Lniployee uiav have, shall terniinate (a) upon the death of tiuch Retired Eniployee or beneficiary, (b) whenever through the purchase of an annuity or otherwise full provision as determinecl by the Retirenient Board shall have been made for the Retirement Allowance payable to such Retired Em- ployee or beneficiary, or (c) whenever the Retirement Board shall decide, in accordance with the Plan, that such Retired Employee or beneficiary is not to receive any benefit there- under. (3) 'Any right or claim to any interest in the Fund which any Employee, Retired Employee or his beneficiary may have shall terminate if the Retirement Board shall find that such Employee or Retired Employee has been guilty of fraud or dishonesty towards the Couipany, or has wilfully damaged the property of the Company, or has wrongfully disclosed any secret process or imparted any confidential information, or has done any other act materially inimical to the interest of the Company. 19. No implied covenant shall be read into this Trust Agree- ment against the Trustee, the Company or the Retirement Board. The duties and obligations of the Trustee shall be, determined solely by the express provisions of this Trust Agreement. 20. Subject to all of the foregoing provisions of this Trust Agreement, the Trust hereby created shall continue for such time as may be necessary to accomplish the purposes for which it is ereated.

12 21. This Trust Agreement shall be construed and enforced according to the laws of the State of New Y ork, and all provi- sions hereof shall be administered accordin- to the laws of said State. 22. The Trustee by joining in the execution of this instru- ment accepts the Trust established hereunder. IN WITNESS WHEREOF the parties hereto have caused this Trust Agreement to be executed in duplicate oribinals by their respective officers thereunto duly authorized alld their respective corporate seals to be hereunto affixed and attested by their respective Secretaries or Assistant Secretaries as of the day and y ear first above written. By . ...:.... ATTEST : 1/ ~} /~1Ct2t', . ~ PIiILIP MORRIS INCORPORATED As,ostant Secretary Assistant Secretary Vice President MORGAN GUARANTY TRUST COMPANY OF INEW YORK By ......... ................ Vice President M- ~ w 0- ~ 1 I I

I I 13 thereto b~- like order. STATE OF NEW YORK C~UGNTI OF NEw YURIi s5.: On the,2t<"-lc ay of October, 1962, before me personally came C• to me known, who, being by me duly sworn, did dep se and say that he resides at +7 ~~n~ k 1 "' U Kk-W ,-"• ; that he is a Vice President of Philip AZ ris Incorporated, the corporation described in and which executed the fore;;-oinl- instrument; 'that he knows the seal of said corporation ; that the seal affixed to said instrument is such corporate seal ; that it was so affixed by order of the Board of Directors of said corporation, and that lie signed his name GRACE S. UDELL Notary Pi.Slic, Stafe of Now York No. 24-4049060 Qualifio:i in Kiaqs County Certificate fiir.d in iJew York Co. Commission Exp:rss faarch 30, 1963 STATE OF i\' EW YORK COUN'rY OF ILTF. ww YORK SS.: HI On the 7i~ day of October, 1962, before me personally came B. F. Fa tton , to me known, who, being by me duly sworn, did depose and say that lie resides at 1410 Prospect Street, Westfield, N.J. ; that he is a Vice President of Morgan Guaranty Trust Company of New York, the corporation described in and which executed the foregoing instrument as Trustee as herein set forth; that lie knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said eorporation, and that he signed his name thereto by like order. I RONALD L. WENZEL NOTARY PUSLIC, State of New York No. 43-9615510 Qualified in Richmond County Certificate Filed in New York County Commission Expires March 30, 1964