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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 eleven o'clock in the forenoon on December 26, 1962 pursuant to notice mailed to all the directors. Present, the following: Messrs. J. F. Cullman, 3rd R. J. R. C. T. R. W. H. N. H. N. P. Dammann Davis DuPuis Kibbee Lawler Roper S. Weil A. E. Lyon, Honorary Chairman H. H. K. S. E. H. Cullman, Director Emeritus Riddell, Director Emeritus Rockey, Director Emeritus Absent: W. E. A. G. J. L. H. Hatcher Lasker Snapper Weissman H. Wilkinson, Jr. G. Hanson, Director Emeritus Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the minutes of the meeting of this Board held on November 28, 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 informed the Board of his recom- mendation of Mr. J. Harvie Wilkinson, Jr. for election to the Executive Committee. Upon motion duly made and seconded, the following resolution was unanimously adopted:

RESOLVED, That J. Harvie Wilkinson, Jr. be and he hereby is designated a member of the Executive Committee to serve as such during the pleasure of the Board. The Board was advised of a management recommendation for the purchase by the Company of an IBM computer system incor- porating 1401 and 1620 components at a cost of $571,000. It was pointed out that this system is presently being leased from IBM and is now installed in the Company's Richmond data proces- sing center. Upon motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED That the proper officers of the Company Le and they hereby are authorized to expend approximately $571,000 for the purchase of an IBM computer system incor- porating 1401 and 1620 components. Mr. Kibbee advised the Board that contributions made pursuant to the Company's contributions program would amount to approximately $181,400 for 1962. He further advised the Board that the management proposed a budget of $200,000 for all such contributions for 1963, and the Board concurred in this recom- mendation. The Board was informed of the purchases made by the Company of its common stock since the November 28, 1962 meeting of the Board of Directors. Mr. Joseph Cullman pointed out that the management of the Company recommended the grant of options, under the Company's Stock Option Plan, to three key employees of the Company and its subsidiaries. On motion duly made and seconded, the resolution was unanimously adopted: s following

RESOLVED, That the Company enter into option agreements this day, in the form pre- sented to this meeting, in accordance with Exhibit A attached hereto, and that the purchase price under each such option agree- ment be the last price at which the common stock of the Company is traded on the New York Stock Exchange today, or if the stock is not so traded today, the last price at which it was theretofore traded. The Board discussed recent developments in connection with the Company's diversification program. Subsequently, on motion duly made and seconded, the following resolutions were unanimously adopted: RESOLVED, That the proper officers of the Company be and they hereby are authorized to acquire, on behalf of the Company, the Burma-Vita Company of Minneapolis Minnesota at a price not to exceed $2,000,060 for the stockholders' equity therein; and further RESOLVED, That the proper officers of the Company be and they hereby are quthorized to do all acts and things and to execute and deliver all instruments and documents necessary or desirable to carry out the foregoing resolution. ' Thereafter, Mr. Joseph Cullman briefly reviewed and analyzed the Company's operations for the year 1962. A general discussion of the business of the Company ensued at the conclusion of which the meeting adjourned. Secretary N3 ~ ~ 00 0 ~ .c~ w ~ ~.