PHILIP MORRIS COMPANIES INC.
Meetings of Stockholders
Section 1. Annual Meetings. - The annual meeting of the stockholders for the election of directors and for the
transaction of such other business as may properly come before the meeting, and any postponement or
adjournment thereof, shall be held on such date and at such time as the Board of Directors may in its discretion
Section 2. Special Meetings. - Unless otherwise provided by law, special meetings of the stockholders may be
called by the chairman of the Board of Directors, or in the chairman's absence, the deputy chairman of the Board
of Directors (if any), the vice chairman of the Board of Directors (if any), the president (if one shall have been
elected by the Board of Directors) or, in the absence of all of the foregoing, an executive vice president or by
order of the Board of Directors, whenever deemed necessary.
Section 3. Place of Meetings. - All meetings of the stockholders shall be held at such place in the Commonwealth
of Virginia as from time to time may be fixed by the Board of Directors.
Section 4. Notice of Meetings. - Notice, stating the place, day and hour and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting (except as a different time is specified herein or by law), to each stockholder of
record having voting power in respect of the business to be transacted thereat.
Notice of a stockholders' meeting to act on an amendment of the Articles of Incorporation, a plan of merger or
share exchange, a proposed sale of all, or substantially all of the Corporation's assets, otherwise than in the usual
and regular course of business, or the dissolution of the Corporation shall be given not less than twenty-five nor
more than sixty days before the date of the meeting and shall be accompanied, as appropriate, by a copy of the