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EBIiIBIT A AMENDED TRUST AGREEt4ENT -between- PHILIP MO:1RI S INCORPORATED (For Its Division A.S.R Products Company), SUCCESSOR TO A.S.R PRODUCTS CORPORATION -and- MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS TRUSTEE, SUCCE S SOP. TO THE CHASE MANHATTAN BANK, AS TRUSTEE This Agreement made as of this first day of February, 1963 by and between Philip Morris Incorporated, a corporation organized and existing under the laws of the Commonwealth of Virginia (hereinafter called the "Company"), acting for its I Division, A•S•R Products Company, and Morgan Guaranty Trust Company of New York, a corporation organized and existing under the laws of the State of New York, WITNE SSETH : WHEREAS, effective July 1, 1955 American Safety Razor Corporation adopted a retirement plan (which plan, as amended, is hereinafter referred to as the "Plan") providing retirement pensions, disability benefits and other benefits for the Members as defined in said Plan and their benefic- iaries (such Members and their beneficiaries being hereinafter referred to as the "Members"); and & WHEREAS, American Safety Razor Corporation entered into a trust agreement as of July 1, 1955 with The Chase Manhattan Brtnk under and pursuant to which The Chase Manhattan Bank became Trustee of the trust established under the Plan for the benefit of the said Members; and r..r 0 ~ WHEREAS, American Safety Razor Corporation sub- ~ ~`~~ R Products Corporation and sequently changed its name to A S 4m, . . c=

I I thereafter on May 3, 1960 transferred and conveyed substantially all of its assets to the Company and the Company assumed the obligations of A.S.R Products Corporation under the said trust agreement; and WHEREAS, on May 31, 1961 Morgan Guaranty Trust Company of New York succeeded The Chase Manhattan Bank as Trustee under the said trust agreement; and WHEREAS, the aforesaid trust agreement was restated by an Agreement dated as of the first day of June 1961; and WHEREAS, the parties hereto are executing this Agreement for the purpose of further amending the trust agree- ment in accordance herewith; NOW, 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 referred to as the "Trust Agreement") shall be amended to read as follows: 1. The trust shall be called the "A•S-R Products Company Retirement Trust" and shall consist of the funds and property, derived from payments heretofore made to the Trustee under the Plan, now held by the Trustee, and 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

I I 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 com- mingled trust funds maintained by the Trustee which are quali- fied 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; pro- vided, however, that at the direction of the Retirement Com- mittee established under the Plan (hereinafter called the "Retirement Committee") the Trustee shall dispose of any securities or other property in the Fund; and provided further that notwithstanding anything in this paragraph (a) to the contrary, the Retirement Committee may impose restrictions and limitations on the total amount of the Fund that may from time to time be invested by the Trustee in: (i) the securities of any individual issuer, (ii) any individual common, collective and com- mingled trust fund, (iii) any other individual investment, (iv) common, collective and commingled trust funds, in the aggregate,

(v) specified foreign investments, in the aggregate. (b) To reserve from investment and keep unpro- ductive 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 prop- erty, 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. (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 on, to extend or otherwise modify, or to foreclose upon default or otherwise enforce, or to abstain from the enforcement of, any such obligation. (f) To submit to final arbitration any matter of difference 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 reorganization, recapitalization, consolidation,• sale or merger of corporations or properties in which it may be interested 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, and thereafter to hold the same.

I (i) To enforce, or to abstain from the enforce- ment 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 securi- ties which may from 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 determine, provided the aggregate 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 Committee, in any amount and upon such terms as the Retirement Committee may determine; and in connection with any of the foregoing loans, or in renewal thereof, to issue its promis- sory 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, . -5-

I and to delegate to them such ministerial and limited discre- tionary 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 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 conditions as to it may seem best, subject to the approval of the Retirement Committee 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 Retirement Committee 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 P lan, incurred by the Trustee, properly chargeable to the Fund to the extent that the same are not paid by the Company. The Trustee shall regularly and promptly collect the income of the Fund and hold the same as part of the Fund. 4. Upon certification by the Retirement Committee that such payments are required, and will be exclusively used, for the purpose of (a) making payments of Retirement Pensions, Disability Benefits or other benefits pursuant to the Plan,

(b) making provisions for the payment of Retirement Pensions, Disability Benefits 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 companies or of any other obligations under any contracts with insurance companies to provide for the payment of Retirement Allowances or other benefits pursuant to the P lan , the Trustee shall, from time to time, make payments to such payee or payees (including the Company or the Retirement Committee) in such amounts and in such manner as may be directed in writing by the Retirement Committee. The obliga- tion of the Trustee to make payments hereunder shall not be for an amount in excess of the amount realized from the Fund. The Trustee shalll 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 accounts 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 Committee may deem necessary or useful in the administration of the P lan. All books, accounts and records of the Trustee 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 Committee. 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 dupli- cate original thereof with the Retirement Committee) 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 purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or received being shown separately) 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 Committee or the Company shall within such six (6) month 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. Neither the Company nor the Retirement Committee nor any Member nor any other person shall have the right to demand or be entitled to any further or different accounting by the Trustee.

I 6. Whenever the Trustee is required or authorized to take any action hereunder upon the request, direction, authorization or approval of the Retirement Committee 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 authorized by resolution of its Board of Directors to sign such writing, or, in the case of the Retirement Committee, signed by any two (2) members thereof or by any person authorized by the by-laws of the Retirement Committee to sign such writing. The Trustee shall be promptly furnished with a certified copy of each resolution of the Board of Directors, and a copy of the by-laws of the Retirement Committee certified by any two (2) members thereof, evidencing, as the case may be, the election of the President of the Company, the appoint- ment of each member of the Retirement Committee, 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 Committee; and it shall be promptly furnished with a written notification of the termination of office of the President of the Com- pany, of each member of the Retirement Committee.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 President of the Company, of the members of the Retirement Committee, 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.

I 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 diminu- tion of, the Fund or for anything 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 pro- tected in relying upon the directions of the Retirement Committee authorized in Section 2 hereof and shall not in any way be liable for any loss to, or diminution of, the Fund resulting therefrom. The Trustee may from time to time consult with counsel, who may be of counsel to the Company or to the Retirement Committee, and shall be fully pro- tected 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 Com- pany shall be a charge against the Fund, or such portion thereof, as the Retirement Committee may direct. The Trustee may assume that any taxes assessed on, or in respect of, the Fund are lawfully assessed unless the Retirement Com- mittee shall in writing notify the Trustee that, in the opinion of counsel to the Retirement Committee, such taxes are not lawfully assessed. In the event that the Retire- ment Committee shall so advise the Trustee the Trustee will, if so requested by the Retirement Committee, contest the