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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 City, New York on April 29, 1959 at nine thirty o'clock in the forenoon pursuant to notice mailed to a11 directors. Present, the foilowing: Messrs. J. F. Cullman, 3rd H. S. Cullman R. W. Dammann J. H. Davis R. N. DuPuis R. N. Evens L. CC. Hanson C. H. Kibbee T. N. Lavier H. E. Riddell R. P. Roper A. Snapper 0. Weissman J. H. Wilkinson, Jr. A. F. Lyon - Director Emeritus K. H. Rockey - Director Emeritus Absent: W. H. Hatcher On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the minutes of the meeting of this Board held on March 25, 1959, 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. Kibbee advised that more than 8% of the coramon stock was represented at the annual meeting of stockholders held in Richmond April 14, 1959 and that thereat the nominees for directors proposed by the management hadd been elected. He further stated that the amendment to the Stock Option Vt-

Plan and the resolution relative to the selection of Messrs. Lybrand, Ross Bros. and Montgomery as auditors of the Company for the fiscal year ending December 31, 1959 had been approved. Thereupon, on motion duly made and seconded, the following resolution was unanimously adopted: RESOLVBD, That the following be and they hereby are elected to the positions set forth opposite their respective names, to act as such during the pleasure of the Board of Directorst Joseph F. Culiman, 3rd Wirt H. Hatcher John E. Cookman Dr. Robert N. DuPuis Chandler H. 1,{ibbee Robert P. Roper Paul D. Smith George Weissmsn Andrew C. Britton Roger M. Greene George J. genn Ray Jones Ross R. Hillhieer Henry R. Blum Hugh Cullman John A. Hampson Cornelia Craig Pauline Wagner President Senior Vice President Vice President Vice President Vice President and Treasurer Vice President Vice President and General Counsel, Secretary Vice President Vice President Vice President Vice President Vice President Vice President Controller Assistant Treasurer Assistant Treasurer Assistant Secretary Assistant Secretary On motion duly made and seconded, the following resolution was unanimously adopted: RESOLVED, That the following are designated to constitute the Executive Committee during the pleasure of the Board: Joseph F. Cuilman, 3rd, ex officio, Howard S. Culiman, Jess H. Davis, K E. R'i dell, Robert P. Roper, Arthur Snapper, members, and A. E. Lyon, honorary member.

On motion duly made and seconded, the following resolution was unanimously adopteds R'R90LVED, That Joseph F. Cuilman, 3rd, L. G. Hanson, H. E. Riddell, Paul D. Smith and J. Harvie Wilkinson, Jr., be and they hereby are appointed members of the Retire- ment Board to serve during the pleasure of the Board of Directors. Thereupon, the Board was advised that the resignation of Mr. Bert Refter as a vice president and director of Milprint and as director of marketing had been accepted with regret, that Milprint had entered into an agreement with Mr. Hefter whereby he would serve as a consultant until May 31, 1961 and would not become engaged in competition with Milprint during the period of his retainer as a consultant, and that Mr. Hefter's compensation under the agreement would be at his former rate of salary until June 1, 1959 and thereafter would be at the rate of $20,000 per year. It was further stated that Shy Rosen had been designated senior vice president of Milprint and that Walter J. Hullinger had been designated vice president and director of marketing. The Board was further advised that there might be, from time to time, other Milprint resignations which would require prompt action and that management proposed to handle these in its best judgment as they occurred. The Board concurred in the foregoing action and proposal. It was then recalled to the attention of the Board that it had authorized at its meeting on September 30, 1958 negotiations looking toward the acquisition of a stock interest in La Principal, B.A. and Cigarrera Internacional, 9.A., both Mexican corporations. The Board was advised that it had not been possible to bring these negotiations to a successful conclusion. Thereupon, on motion duly made and seconded, the following resolution was unanimously adopted:

RESOLVED, That the resolutions adopted by this Board at its meeting September 30, 1958 relating to the acquisition of La Principal, B.A. and Cigarrera Internacional, &.A. be and the same hereby are rescinded. There Pollowed a discussion of the Company's business at the conclusion of which Mr. Russell Forgen and Mr. Thomas Mann of C}Zore, Forgan & Co., Mr. Edgar B. Kapp of Lehman Sros., Mr. Edward F. Butler of Conboy, Hewitt, 0'Brien & Hoardman and A{r. Hugh Cullms.n, assistant treasurer joined the meeting. Discussion of the possible desirability of issuing debentures at this time ensued, at the conclusion of which the meeting adjourned. ZSCretyry of the Meeting