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J validity of such taxes in any manner deemed appropriate by it or its counsel; or the Retirement Committee may itself contest the validity of any such taxes in any manner deemed appropriate by the Retirement Committee 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 Company shall fail to designate one or more successor trustees as in Section 11 hereof provided, on or before the effective date of the resigna- tion 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. 11. In the case of the resignation or removal of the Trustee or any successor trustee, or in case of a vacancy in the office of trustee arising 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,

i and possession of, the Fund shall forthwith be vested in such successor 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 Fund to a successor trustee before its accounts shall have been settled. Any successor trustee hereunder shall qualify as such by delivering a written acceptance of the Trust, acknowledged by it, to the Company, to the Retirement Committee and to the retiring trustee. 12. Any corporation into which the Trustee or any successor trustee may 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 business 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 Members, 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 notwithstanding, at no time prior to the satisfaction of . -12-

I I all liabilities with respect to Members, 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 exclu- sive benefit of Members. In determining whether all liabilities with respect to Members have been satisfied, or effective provisions made therefor, the Trustee may accept as conclusive a certificate of the Retirement Com- mittee to that effect, and the Trustee shall have no duty, in making any payments or deliveries under the terms of this Trust Agreement, 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 Members. 15. Subject to the provisions of Section 14 hereof, the Company 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 Agreement, 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 agreement executed by the Company and the Trustee. 16. The Company wi11 cause a copy of any modifi- cation or amendment to the Plan, or a copy of the P lan as modified or amended in any way from time to time, to be delivered to the Trustee for convenience of reference. 17. The Retirement Committee may, in its discre- tion, provide for the payment of any or all Retirement Pensions and Disability Benefits under the Plan, by the purchase of immediate or deferred annuities from such com- pany or companies as it may determine, and to that end shall -13-

I have the right at any time to have the Fund or any part thereof transferred to such company or companies. 18. No implied covenant shall be read into this Trust Agreement against the Trustee, the Company or the Retirement Committee. The duties and obligations of the Trustee shall be determined solely by the express provi- sions of this Trust Agreement. 19. 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 its purposes. 20. This Trust Agreement shall be construed and enforced according to the laws of the State of New York, and all provisions hereof shall be administered according to the laws of said State. IN WITNESS WHEREOF the parties hereto have caused this Trust Agreement to be executed in duplicate originals by their respective officers thereunto duly authorized and their respective corporate seals to be hereunto affixed and attested by their respective Secretaries or Assistant Secretaries as of the day and year first above written. PHILIP MORRIS INCORPORATED By Vice President ATTE ST : Assistant Secretary MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Vice President ATTE ST : Assistant Secretary -24-

1 1 STATE OF NEW YORK ) SS.: COUNTY OF NEW YORK ) On this day of February, 1963 before me per- sonally came , to me known, who, being by me duly sworn, said that he resides at that he is a Vice President of Philip Morris Incorporated, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to the said instru- ment is such corporate seal; that it was so affixed by authority of the Board of Directors of the said corporation, and that he signed his name thereto by like authority. STATE OF NEW YORK ) SS.: COUNTY OF NEW YORK ) On this day of February, 1963 before me per- sonally came , to me known, who, being by me duly sworn, said that he resides at that he is a Vice President of Morgan Guaranty Trust Company of New York, one of the corp orations described in and which e xecuted the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of the said corpora- tion, and that he signed his name thereto by like authority.