Philip Morris Companies Inc.
1992 Compensation Plan For Non-Employee Directors
(as amended, and in effect, November 29, 1995)
SECTION 1. Purposes; Definitions.
The purposes of the Plan are (i) to assist the Company in promoting a greater identity of interest between the
Company's non-employee directors and its shareholders; and (ii) to assist the Company in attracting and retaining
non-employee directors by affording Participants an opportunity to share in the future successes of the Company.
In addition, in accordance with Revenue Ruling 71-419, 1971-2 C.B. 220, the Plan is intended to afford any or
all non-employee directors of the Company the option to defer the receipt of all or part of their Compensation
until such future date as they may elect pursuant to the terms and conditions of the Plan.
For purposes of the Plan, the following terms are defined as set forth below:
a. "Account" means an unfunded deferred compensation account established by the Company pursuant to the
Deferred Fee Program, consisting of one or more Subaccounts established in accordance with Section 3.2.2.
b. "Allocation Date" means any date on which an amount representing all or a part of a Participant's
Compensation is to be credited to his or her Account pursuant to an effective deferral election. The Allocation
Date for the Retainer Fee shall be the first day of each calendar quarter and for Meeting Fees shall be the first
day of the month following the meeting.
c. "Beneficiary" means any person or entity designated as such in a current Election Form. If there is no valid
designation or if no designated Beneficiary survives the Participant, the Beneficiary is the Participant's estate.
d. "Board" means the Board of Directors of the Company.
e. "Code" means the Internal Revenue Code of 1986, as amended from time to time.
f. "Common Stock" means the common stock, $1 par value, of the Company.
g. "Company" means Philip Morris Companies Inc., a corporation organized under the laws of the