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BIT'h:;y VIT2z CO.:'AIvY F IF1I1 C? EMII.''LflYEES' PENSIG,N Ti I3S T AG ~: aMNT THIS AGREE:,MNT =nde and entered into this day of 1963, by and betwmeen i.3ILIP 2:ORr.IS INCC:'.FC2A' '..:J for its division BURI',yA-VITA COMPANY (hereinafter c~:.~et TM-s called the "Compnny"), ond N©2TIMINTESTE'.'uv NATIGiSTaL BANK OF ININNEAP{?LIS, a national banking 4ssociation having trust por-vmars as t q^tee (hereinafter sometimes called the "Trustce"); WITNESSETH: Ma'c WHEIZEAS, The Company pursuant to the provisions of the Burma Vita Company Employees' Pension Trust Agrec=ent, dated May 17, 1944, has the power to n.-n-nd the sa-e at eny tir-.-- and from time to time; and WHEREAS, The Compnny desires further to ~.end the said Trust Agrecment and t he Employees' Pension Flm, therein embodied in the respects hereinafter set forth; NOW, THEREFORE, In consideration of the premises and pur- suant to the reserved pocmr of =.endment aforesaid but not in exhaustion thereof, IT IS HEREBY AGREED by and betxsen the par- ties hereto that said Employees' Pension Trust Agreement bee and the same hereby is =ended as fo3.lmn;s: I. ~ 0 That Section 28 thereof, be and the same hereby is ~ 0 amended to read as f olLo%qs : ~ ':28. Ada-ztion of Plan bv Other Cam~n:~ies. o°'- "(a) Procedure. Any corporation Ethwch Gcquires all or a substant3.al portion of the Company's common stock,

assets, or employee3, or c;.zich bec=es rWr-`d or concoii- dated with tr.e Ccm.pcny, may adopt the pansion plan ~~d trust herein embodied on be half of the enployces of its Burma-Vita Company division, and on so doing m~y dev::I.on pension benefits for the then 4urlifyi.-w employees of said division by making contributions hereto for the bene- fit of such eyaplo;rLes. Each such corpo;ntion d,`aich shall elect to adopt the pension plan and t"u,t heroin set forth (which corpors;a.on ils somet "mes hereina2~::er referred to us' an 'Adopting Comr~~zry' ) shal3l do so by r.k,^king nnd delivering to the Trustee heretader n duly certified copy of a;;ewo:.u- tion of its Board of Directors adoptir.g the nension p? 2n and trust herein e ubodied and by executin g such form of agreement with the Trustee for that purpose 4s the L rtee may reasonabLy require. "(b) Effect of Transfer of Etiirolcsvr- :~t. In determining elio~.bility for participation and benefits hereunder, employment by an Adopting Compmy in its Bur-~.- Vita Company division shall be deemed to be the equivalent of like employment by the Company in cases irere employees of the Company are transferred wi thout 3.rnterru.ptio n to the Adopting Company for all purposes, including periods of continuous service and benefits aMd eligibility. Any employee of the Burma-Vita Company division tho, after an Adopting Company shall adopt said plan, shall there- after be transferred, without interruption, from the Burma-Vita Company division to the Adopting Company after becoming a Participant hereunder shall not thereby be

de4 4d disch~r~4d, 1,.7 ., empio; en;: te=, ,_nn=ed, nor s;..all his bonefit becc.ue :^_turcd or d:i.st_ibza4b3c herez.~.~:d; r, but l:e may not conL•i::z:e to have benefits developed fo: hin hereunder. '.e occ9_,-:°e nce tiv.i.t;h respect to a Pa -.,-i- cipnnt in L-ihe =p3o;: ent of an fidapti.~g Comp:.my of "-n event thich, if suc'rz Particip^•.~t h; d continued in the e±nploy;ment of the Ccr:.pany, c~ould hoti~ resulted. in the nntur.3.ng of his benef.i.tv nereunde:r shall havv the effect of =tcx;:ing of such benefits in the c=z =nner. An e=ployee of the ~ur~-w-tTitc Co-.:pGny dLvision be ineligible to rert; c_pat.e in n:ay other pension plez of the Adopting Company so 'iorg ns he shall Le e9.igib3.Q to continue to have henef.i.ts developcd for him b.~:rLunder. "(c) Reference to Comoesw is RefrYence to Ado +ting Cora•prmv. In the event the pension pl,nn nnd trus t shall have been adopted by an A caoptim; C,.,peny, all provisions of this edreement in w°:zich reference is made to the Compmy sha1.1 be dcEr3ed to refer to the Adopting Compsny as well as the Company excapt that al1 references to employees of the Company shall be deemed to refer solely.Lo ez~ployees of Bu.-Vitc Company, a Minnesota corporation, or of E~~s-Vita Cozapany, a divi- sion of P'nilip Morris Incorporated." .LI. The •foregfoin g.~E:ndment shall be and become effective as of the date hereof. Save and except as herein =mde.d, all other provisions

of the said Trust AJ:.w=aent as heretafare .4nded sh3il con- tinue in full force ^:zd affect.. IN tdITUBSS t4iiEREOF, T''ae corporate parties hereto hatim caused these presents to be executed by their proper o~:i~cers thereunto duly authorized by their respecti.ve Boards of Direc- tors and their respective corporate seals to be hereunto af- fixed the day and year first above written. PHILIP Y:ORRIS TTYCO?',POWMED for its division BURI,A-VgT:4. COINITATZ In the presence of: By Vi ce Presiden : Yussis -e4r~ Secretary NORTWESTERN NY:C'!Oi t`ANIK OF iMMyAPO1"IS In the presence of: By