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Published: 2008-03-26

By-laws - Philip Morris Cos. Inc.



                                     BY-LAWS
                                       of
                          PHILIP MORRIS COMPANIES INC.

                                    ARTICLE I

                            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 determine.

          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
proposed amendment, plan of merger or share exchange or sale agreement.

January 31, 2000


                                      -1-

         Notwithstanding the foregoing, a written waiver of notice signed by the
person or persons entitled to such notice, either before or after the time
stated therein, shall be equivalent to the giving of such notice. A stockholder
who attends a meeting shall be deemed to have (i) waived objection to lack of
notice or defective notice of the meeting, unless at the beginning of the
meeting he or she objects to holding the meeting or transacting business at the
meeting, and (ii) waived objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the meeting
notice, unless he or she objects to considering the matter when it is presented.

          Section 5. Quorum. - At all meetings of the stockholders, unless a
greater number or voting by classes is required by law, a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum.
If a quorum is present, action on a matter is approved if the votes cast
favoring the action exceed the votes cast opposing the action, unless the vote
of a greater number or voting by classes is required by law or the Articles of
Incorporation, and except that in elections of directors those receiving the
greatest number of votes shall be deemed elected even though not receiving a
majority. Less than a quorum may adjourn.

          Section 6. Organization and Order of Business. - At all meetings of
the stockholders, 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, the most senior executive vice president, shall act as chairman. In
the absence of all of the foregoing officers or, if present, with their consent,
a majority of the shares entitled to vote at such meeting, may appoint any
person to act as chairman. The secretary of the Corporation or, in the
secretary's absence, an assistant secretary, shall act as secretary at all
meetings of the stockholders. In the event that neither the secretary nor any
assistant secretary is present, the chairman may appoint any person to act as
secretary of the meeting.

         The chairman shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts and things as are
necessary or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the dismissal of business not
properly presented, the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls.

         At each annual meeting of stockholders, only such business shall be
conducted as shall have been properly brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who shall be entitled to


                                      -2-

vote at such meeting and who complies with the notice procedures set forth in
this Section 6. In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation. To be timely, a stockholder's notice must be given, either by
personal delivery or by United States certified mail, postage prepaid, and
received at the principal executive offices of the Corporation (i) not less than
120 days nor more than 150 days before the first anniversary of the date of the
Corporation's proxy statement in connection with the last annual meeting of
stockholders or (ii) if no annual meeting was held in the previous year or the
date of the applicable annual meeting has been changed by more than 30 days from
the date contemplated at the time of the previous year's proxy statement, not
less than 60 days before the date of the applicable annual meeting. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, including the
complete text of any resolutions to be presented at the annual meeting, and the
reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's stock transfer books, of such
stockholder proposing such business, (c) a representation that such stockholder
is a stockholder of record and intends to appear in person or by proxy at such
meeting to bring the business before the meeting specified in the notice, (d)
the class and number of shares of stock of the Corporation beneficially owned by
the stockholder and (e) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 6. The chairman of an annual meeting shall, if the
facts warrant, determine that the business was not brought before the meeting in
accordance with the procedures prescribed by this Section 6. If the chairman
should so determine, he or she shall so declare to the meeting and the business
not properly brought before the meeting shall not be transacted. Notwithstanding
the foregoing provisions of this Section 6, a stockholder seeking to have a
proposal included in the Corporation's proxy statement shall comply with the
requirements of Regulation 14A under the Securities Exchange Act of 1934, as
amended (including, but not limited to, Rule 14a-8 or its successor provision).
The secretary of the Corporation shall deliver each such stockholder's notice
that has been timely received to the Board of Directors or a committee
designated by the Board of Directors for review.

         Section 7. Voting. - A stockholder may vote his or her shares in person
or by proxy. Any proxy shall be delivered to the secretary of the meeting at or
prior to the time designated by the chairman or in the order of business for so
delivering such proxies. No proxy shall be valid after eleven months from its
date, unless otherwise provided in the proxy. Each holder of record of stock of
any class shall, as to all matters in respect of which stock of such class has
voting power, be entitled to such vote as is provided in the Articles of
Incorporation for each share of stock of such class standing 


                                      -3-

in the holders's name on the books of the Corporation. Unless required by
statute or determined by the chairman to be advisable, the vote on any question
need not be by ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting or by such stockholder's proxy, if there be such proxy.

          Section 8. Written Authorization. - A stockholder or a stockholder's
duly authorized attorney-in-fact may execute a writing authorizing another
person or persons to act for him or her as proxy. Execution may be accomplished
by the stockholder or such stockholder's duly authorized attorney-in-fact or
authorized officer, director, employee or agent signing such writing or causing
such stockholder's signature to be affixed to such writing by any reasonable
means including, but not limited to, by facsimile signature.

          Section 9. Electronic Authorization. - The secretary or any vice
president may approve procedures to enable a stockholder or a stockholder's duly
authorized attorney-in-fact to authorize another person or persons to act for
him or her as proxy by transmitting or authorizing the transmission of a
telegram, cablegram, internet transmission, telephone transmission or other
means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such transmission, provided that any such transmission must either set
forth or be submitted with information from which the inspectors of election can
determine that the transmission was authorized by the stockholder or the
stockholder's duly authorized attorney-in-fact. If it is determined that such
transmissions are valid, the inspectors shall specify the information upon which
they relied. Any copy, facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to this Section 9
may be substituted or used in lieu of the original writing or transmission for
any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or transmission.

          Section 10. Inspectors. - At every meeting of the stockholders for
election of directors, the proxies shall be received and taken in charge, all
ballots shall be received and counted and all questions concerning the
qualifications of voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided, by two or more inspectors. Such inspectors
shall be appointed by the chairman of the meeting. They shall be sworn
faithfully to perform their duties and shall in writing certify to the returns.
No candidate for election as director shall be appointed or act as inspector.


                                      -4-


                                   ARTICLE II

                               Board of Directors

          Section 1. General Powers. - The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.

          Section 2. Number. - The number of directors shall be fifteen (15).

          Section 3. Term of Office and Qualification. - Each director shall
serve for the term for which he or she shall have been elected and until a
successor shall have been duly elected.

          Section 4. Nomination and Election of Directors. - At each annual
meeting of stockholders, the stockholders entitled to vote shall elect the
directors. No person shall be eligible for election as a director unless
nominated in accordance with the procedures set forth in this Section 4.
Nominations of persons for election to the Board of Directors may be made by the
Board of Directors or any committee designated by the Board of Directors or by
any stockholder entitled to vote for the election of directors at the applicable
meeting of stockholders who complies with the notice procedures set forth in
this Section4. Such nominations, other than those made by the Board of Directors
or any committee designated by the Board of Directors, may be made only if
written notice of a stockholder's intent to nominate one or more persons for
election as directors at the applicable meeting of stockholders has been given,
either by personal delivery or by United States certified mail, postage prepaid,
to the secretary of the Corporation and received (i) not less than 120 days nor
more than 150 days before the first anniversary of the date of the Corporation's
proxy statement in connection with the last annual meeting of stockholders, or
(ii) if no annual meeting was held in the previous year or the date of the
applicable annual meeting has been changed by more than 30 days from the date
contemplated at the time of the previous year's proxy statement, not less than
60 days before the date of the applicable annual meeting, or (iii) with respect
to any special meeting of stockholders called for the election of directors, not
later than the close of business on the seventh day following the date on which
notice of such meeting is first given to stockholders. Each such stockholder's
notice shall set forth (a) as to the stockholder giving the notice, (i) the name
and address, as they appear on the Corporation's stock transfer books, of such
stockholder, (ii) a representation that such stockholder is a stockholder of
record and intends to appear in person or by proxy at such meeting to nominate
the person or persons specified in the notice, (iii) the class and number of
shares of stock of the Corporation beneficially owned by such stockholder, and
(iv) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
such stockholder; and (b) as to each person whom the stockholder proposes to
nominate for


                                      -5-

election as a director, (i) the name, age, business address and, if known,
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of stock of the Corporation
which are beneficially owned by such person, (iv) any other information relating
to such person that is required to be disclosed in solicitations of proxies for
election of directors or is otherwise required by the rules and regulations of
the Securities and Exchange Commission promulgated under the Securities Exchange
Act of 1934, as amended, and (v) the written consent of such person to be named
in the proxy statement as a nominee and to serve as a director if elected. The
secretary of the Corporation shall deliver each such stockholder's notice that
has been timely received to the Board of Directors or a committee designated by
the Board of Directors for review. Any person nominated for election as director
by the Board of Directors or any committee designated by the Board of Directors
shall, upon the request of the Board of Directors or such committee, furnish to
the secretary of the Corporation all such information pertaining to such person
that is required to be set forth in a stockholder's notice of nomination. The
chairman of the meeting of stockholders shall, if the facts warrant, determine
that a nomination was not made in accordance with the procedures prescribed by
this Section 4. If the chairman should so determine, he or she shall so declare
to the meeting and the defective nomination shall be disregarded.

          Section 5. Organization. - At all meetings of the Board of Directors,
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, the senior most
executive vice president, shall act as chairman of the meeting. The secretary of
the Corporation or, in the secretary's absence, an assistant secretary, shall
act as secretary of meetings of the Board of Directors. In the event that
neither the secretary nor any assistant secretary shall be present at such
meeting, the chairman of the meeting shall appoint any person to act as
secretary of the meeting.

          Section 6. Vacancies. - Any vacancy occurring in the Board of
Directors, including a vacancy resulting from amending these By-Laws to increase
the number of directors by thirty percent or less, may be filled by the
affirmative vote of a majority of the remaining directors though less than a
quorum of the Board of Directors.

          Section 7. Place of Meeting. - Meetings of the Board of Directors,
regular or special, may be held either within or without the Commonwealth of
Virginia.

          Section 8. Organizational Meeting. - The annual organizational meeting
of the Board of Directors shall be held immediately following adjournment of the
annual meeting of stockholders and at the same place, without the requirement of
any notice other than this provision of the By-Laws.


                                      -6-

          Section 9. Regular Meetings: Notice. - Regular meetings of the Board
of Directors shall be held at such times and places as it may from time to time
determine. Notice of such meetings need not be given if the time and place have
been fixed at a previous meeting.

          Section 10. Special Meetings. - Special meetings of the Board of
Directors shall be held whenever called by order of the chairman of the Board of
Directors, the deputy chairman of the Board of Directors (if any), the vice
chairman of the Board of Directors (if any), the president (if any) or two of
the directors. Notice of each such meeting, which need not specify the business
to be transacted thereat, shall be mailed to each director, addressed to his or
her residence or usual place of business, at least two days before the day on
which the meeting is to be held, or shall be sent to such place by telegraph,
telex or telecopy or be delivered personally or by telephone, not later than the
day before the day on which the meeting is to be held.

          Section 11. Waiver of Notice. - Whenever any notice is required to be
given to a director of any meeting for any purpose under the provisions of law,
the Articles of Incorporation or these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, either before or after
the time stated therein, shall be equivalent to the giving of such notice. A
director's attendance at or participation in a meeting waives any required
notice to him or her of the meeting unless at the beginning of the meeting or
promptly upon the director's arrival, he or she objects to holding the meeting
or transacting business at the meeting and does not thereafter vote for or
assent to action taken at the meeting.

          Section 12. Quorum and Manner of Acting. - Except where otherwise
provided by law, a majority of the directors fixed by these By-Laws at the time
of any regular or special meeting shall constitute a quorum for the transaction
of business at such meeting, and the act of a majority of the directors present
at any such meeting at which a quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of those present may
adjourn the meeting from time to time until a quorum be had. Notice of any such
adjourned meeting need not be given.

          Section 13. Order of Business. - At all meetings of the Board of
Directors business may be transacted in such order as from time to time the
Board of Directors may determine.

          Section 14. Committees. - In addition to the executive committee
authorized by Article III of these By-Laws, other committees, consisting of two
or more directors, may be designated by the Board of Directors by a resolution
adopted by the greater number of (i) a majority of all directors in office at
the time the action is being taken or (ii) the number of directors required to
take action under Article II, Section 12 hereof. 


                                      -7-

Any such committee, to the extent provided in the resolution of the Board of
Directors designating the committee, shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, except as limited by law.

                                   ARTICLE III

                               Executive Committee

          Section 1. How Constituted and Powers. - The Board of Directors, by
resolution adopted pursuant to Article II, Section 14 hereof, may designate, in
addition to the chairman of the Board of Directors, one or more directors to
constitute an executive committee, who shall serve during the pleasure of the
Board of Directors. The executive committee, to the extent provided in such
resolution and permitted by law, shall have and may exercise all of the
authority of the Board of Directors.

          Section 2. Organization, Etc. - The executive committee may choose a
chairman and secretary. The executive committee shall keep a record of its acts
and proceedings and report the same from time to time to the Board of Directors.

          Section 3. Meetings. - Meetings of the executive committee may be
called by any member of the committee. Notice of each such meeting, which need
not specify the business to be transacted thereat, shall be mailed to each
member of the committee, addressed to his or her residence or usual place of
business, at least two days before the day on which the meeting is to be held or
shall be sent to such place by telegraph, telex or telecopy or be delivered
personally or by telephone, not later than the day before the day on which the
meeting is to be held.

          Section 4. Quorum and Manner of Acting. - A majority of the executive
committee shall constitute a quorum for transaction of business, and the act of
a majority of those present at a meeting at which a quorum is present shall be
the act of the executive committee. The members of the executive committee shall
act only as a committee, and the individual members shall have no powers as
such.

          Section 5. Removal. - Any member of the executive committee may be
removed, with or without cause, at any time, by the Board of Directors.

          Section 6. Vacancies. - Any vacancy in the executive committee shall
be filled by the Board of Directors.


                                      -8-

                                   ARTICLE IV

                                    Officers

          Section 1. Number. - The officers of the Corporation shall be a
chairman of the Board of Directors, a deputy chairman of the Board of Directors
(if elected by the Board of Directors), a president (if elected by the Board of
Directors), one or more vice chairmen of the Board of Directors (if elected by
the Board of Directors), a chief operating officer (if elected by the Board of
Directors), one or more vice presidents (one or more of whom may be designated
executive vice president or senior vice president), a treasurer, a controller, a
secretary, one or more assistant treasurers, assistant controllers and assistant
secretaries and such other officers as may from time to time be chosen by the
Board of Directors. Any two or more offices may be held by the same person.

          Section 2. Election, Term of Office and Qualifications. - All officers
of the Corporation shall be chosen annually by the Board of Directors, and each
officer shall hold office until a successor shall have been duly chosen and
qualified or until the officer resigns or is removed in the manner hereinafter
provided. The chairman of the Board of Directors, the deputy chairman of the
Board of Directors (if any), the president (if any) and the vice chairmen of the
Board of Directors (if any) shall be chosen from among the directors.

          Section 3. Vacancies. - If any vacancy shall occur among the officers
of the Corporation, such vacancy shall be filled by the Board of Directors.

          Section 4. Other Officers, Agents and Employees - Their Powers and
Duties. - The Board of Directors may from time to time appoint such other
officers as the Board of Directors may deem necessary, to hold office for such
time as may be designated by it or during its pleasure, and the Board of
Directors or the chairman of the Board of Directors may appoint, from time to
time, such agents and employees of the Corporation as may be deemed proper, and
may authorize any officers to appoint and remove agents and employees. The Board
of Directors or the chairman of the Board of Directors may from time to time
prescribe the powers and duties of such other officers, agents and employees of
the Corporation.

          Section 5. Removal. - Any officer, agent or employee of the
Corporation may be removed, either with or without cause, by a vote of a
majority of the Board of Directors or, in the case of any agent or employee not
appointed by the Board of Directors, by a superior officer upon whom such power
of removal may be conferred by the Board of Directors or the chairman of the
Board of Directors.


                                      -9-

          Section 6. Chairman of the Board of Directors and Chief Executive
Officer. - The chairman of the Board of Directors shall preside at meetings of
the stockholders and of the Board of Directors and shall be a member of the
executive committee. The chairman shall be the Chief Executive Officer of the
Corporation and shall be responsible to the Board of Directors. He or she shall
be responsible for the general management and control of the business and
affairs of the Corporation and shall see to it that all orders and resolutions
of the Board of Directors are implemented. The chairman shall from, time to
time, report to the Board of Directors on matters within his or her knowledge
which the interests of the Corporation may require be brought to its notice. The
chairman shall do and perform such other duties as from time to time the Board
of Directors may prescribe.

          Section 7. Deputy Chairman of the Board of Directors. - In the absence
of the chairman of the Board of Directors, the deputy chairman of the Board of
Directors (if elected by the Board of Directors) shall preside at meetings of
the stockholders and of the Board of Directors. The deputy chairman shall be
responsible to the chairman of the Board of Directors and shall perform such
duties as shall be assigned to him or her by the chairman of the Board of
Directors. The deputy chairman shall from time to time report to the chairman of
the Board of Directors on matters within the deputy chairman's knowledge which
the interests of the Corporation may require be brought to the chairman's
notice.

          Section 8. President. - In the absence of the chairman of the Board of
Directors and the deputy chairman of the Board of Directors (if any), the
president (if one shall have been elected by the Board of Directors) shall
preside at meetings of the stockholders and of the Board of Directors. The
president shall be responsible to the chairman of the Board of Directors.
Subject to the authority of the chairman of the Board of Directors, the
president shall be devoted to the Corporation's business and affairs under the
basic policies set by the Board of Directors and the chairman of the Board of
Directors. He or she shall from, time to time, report to the chairman of the
Board of Directors on matters within the president's knowledge which the
interests of the Corporation may require be brought to the chairman's notice. In
the absence of the chairman of the Board of Directors and the deputy chairman of
the Board of Directors (if any), the president (if any) shall, except as
otherwise directed by the Board of Directors, have all of the powers and the
duties of the chairman of the Board of Directors. The president (if any) shall
do and perform such other duties as from time to time the Board of Directors or
the chairman of the Board of Directors may prescribe.

          Section 9. Vice Chairmen of the Board of Directors. - In the absence
of the chairman of the Board of Directors, the deputy chairman of the Board of
Directors (if any) and the president (if any), the vice chairman of the Board of
Directors designated for such purpose by the chairman of the Board of Directors
(if any) shall preside at meetings of the stockholders and of the Board of
Directors. Each vice chairman of the


                                      -10-


Board of Directors shall be responsible to the chairman of the Board of
Directors. Each vice chairman of the Board of Directors shall from time to time
report to the chairman of the Board of Directors on matters within the vice
chairman's knowledge which the interests of the Corporation may require be
brought to the chairman's notice. In the absence or inability to act of the
chairman of the Board of Directors, the deputy chairman of the Board of
Directors (if any) and the president (if any), such vice chairman of the Board
of Directors as the chairman of the Board of Directors may designate for the
purpose shall have the powers and discharge the duties of the chairman of the
Board of Directors. In the event of the failure or inability of the chairman of
the Board of Directors to so designate a vice chairman of the Board of
Directors, the Board of Directors may designate a vice chairman of the Board of
Directors who shall have the powers and discharge the duties of the chairman of
the Board of Directors.

          Section 10. Chief Operating Officer. - The chief operating officer (if
any) shall be responsible to the Chairman of the Board of Directors for the
principal operating businesses of the Corporation and shall perform those duties
which may from time to time be assigned.

          Section 11. Vice Presidents. - The vice presidents of the Corporation
shall assist the chairman of the Board of Directors, the deputy chairman of the
Board of Directors, the president (if any) and the vice chairmen (if any) of the
Board of Directors in carrying out their respective duties and shall perform
those duties which may from time to time be assigned to them. The chief
financial officer shall be a vice president of the Corporation (or more senior)
and shall be responsible for the management and supervision of the financial
affairs of the Corporation.

          Section 12. Treasurer. - The treasurer shall have charge of the funds,
securities, receipts and disbursements of the Corporation. He or she shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such banks or trust companies or with such bankers or other
depositaries as the Board of Directors may from time to time designate. The
treasurer shall render to the Board of Directors, the chairman of the Board of
Directors, the deputy chairman of the Board of Directors (if any), the president
(if any), the vice chairmen of the Board of Directors (if any), and the chief
financial officer, whenever required by any of them, an account of all of his
transactions as treasurer. If required, the treasurer shall give a bond in such
sum as the Board of Directors may designate, conditioned upon the faithful
performance of the duties of the treasurer's office and the restoration to the
Corporation at the expiration of his or her term of office or in case of death,
resignation or removal from office, of all books, papers, vouchers, money or
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation. The treasurer shall perform such other
duties as from time to time may be assigned to him or her.


                                      -11-

          Section 13. Assistant Treasurers. - In the absence or disability of
the treasurer, one or more assistant treasurers shall perform all the duties of
the treasurer and, when so acting, shall have all the powers of, and be subject
to all restrictions upon, the treasurer. Assistant treasurers shall also perform
such other duties as from time to time may be assigned to them.

          Section 14. Secretary. - The secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in a book or books
kept for that purpose. He or she shall keep in safe custody the seal of the
Corporation, and shall affix such seal to any instrument requiring it. The
secretary shall have charge of such books and papers as the Board of Directors
may direct. He or she shall attend to the giving and serving of all notices of
the Corporation and shall also have such other powers and perform such other
duties as pertain to the secretary's office, or as the Board of Directors, the
chairman of the Board of Directors, the deputy chairman of the Board of
Directors (if any), the president (if any) or any vice chairman of the Board of
Directors may from time to time prescribe.

          Section 15. Assistant Secretaries. - In the absence or disability of
the secretary, one or more assistant secretaries shall perform all of the duties
of the secretary and, when so acting, shall have all of the powers of, and be
subject to all the restrictions upon, the secretary. Assistant secretaries shall
also perform such other duties as from time to time may be assigned to them.

          Section 16. Controller. - The controller shall be administrative head
of the controller's department. He or she shall be in charge of all functions
relating to accounting and the preparation and analysis of budgets and
statistical reports and shall establish, through appropriate channels, recording
and reporting procedures and standards pertaining to such matters. The
controller shall report to the chief financial officer and shall aid in
developing internal corporate policies whereby the business of the Corporation
shall be conducted with the maximum safety, efficiency and economy. The
controller shall be available to all departments of the Corporation for advice
and guidance in the interpretation and application of policies which are within
the scope of his or her authority. The controller shall perform such other
duties as from time to time may be assigned to him or her.

          Section 17. Assistant Controllers. - In the absence or disability of
the controller, one or more assistant controllers shall perform all of the
duties of the controller and, when so acting, shall have all of the powers of,
and be subject to all the restrictions upon, the controller. Assistant
controllers shall also perform such other duties as from time to time may be
assigned to them.


                                      -12-

                                    ARTICLE V

                 Contracts, Checks, Drafts, Bank Accounts, Etc.

          Section 1. Contracts. - The chairman of the Board of Directors, the
deputy chairman of the Board of Directors (if any), the president (if any), any
vice chairman of the Board of Directors (if any), any vice president, the
treasurer and such other persons as the chairman of the Board of Directors may
authorize shall have the power to execute any contract or other instrument on
behalf of the Corporation; no other officer, agent or employee shall, unless
otherwise in these By-Laws provided, have any power or authority to bind the
Corporation by any contract or acknowledgement, or pledge its credit or render
it liable pecuniarily for any purpose or to any amount.

          Section 2. Loans. - The chairman of the Board of Directors, the deputy
chairman of the Board of Directors (if any), the president (if any), any vice
chairman of the Board of Directors (if any), any vice president, the treasurer
and such other persons as the Board of Directors may authorize shall have the
power to effect loans and advances at any time for the Corporation from any
bank, trust company or other institution, or from any corporation, firm or
individual, and for such loans and advances may make, execute and deliver
promissory notes or other evidences of indebtedness of the Corporation, and, as
security for the payment of any and all loans, advances, indebtedness and
liability of the Corporation, may pledge, hypothecate or transfer any and all
stocks, securities and other personal property at any time held by the
Corporation, and to that end endorse, assign and deliver the same.

          Section 3. Voting of Stock Held. - The chairman of the Board of
Directors, the deputy chairman of the Board of Directors (if any), the president
(if any), any vice chairman of the Board of Directors (if any), any vice
president or the secretary may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation to cast the votes that the
Corporation may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose stock or securities may be held by the Corporation, at
meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing to any action by any other such
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation such written proxies, consents, waivers
or other instruments as such officer may deem necessary or proper in the
premises; or the chairman of the Board of Directors, the deputy chairman of the
Board of Directors (if any), the president (if any), any vice chairman of the
Board of Directors (if any), any vice president or the secretary may attend in
person any meeting of the holders of stock or other securities of such other
corporation and thereat vote or exercise any and all powers of the Corporation
as the holder of such stock or other securities of such other corporation.


                                      -13-

                                   ARTICLE VI

                        Certificates Representing Shares

         Certificates representing shares of the Corporation shall be signed by
the chairman of the Board of Directors, the deputy chairman of the Board of
Directors (if any), or the vice chairman of the Board of Directors (if any), or
the president of the Corporation (if any) and the secretary or an assistant
secretary. Any and all signatures on such certificates, including signatures of
officers, transfer agents and registrars, may be facsimile.

                                   ARTICLE VII

                                    Dividends

         The Board of Directors may declare dividends from funds of the
Corporation legally available therefor.

                                  ARTICLE VIII

                                      Seal

         The Board of Directors shall provide a suitable seal or seals, which
shall be in the form of a circle, and shall bear around the circumference the
words 'Philip Morris Companies Inc.' and in the center the word and figures
'Virginia, 1985.'

                                   ARTICLE IX

                                   Fiscal Year

         The fiscal year of the Corporation shall be the calendar year.


                                      -14-

                                    ARTICLE X

                                    Amendment

         The power to alter, amend or repeal the By-Laws of the Corporation or
to adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made
by the Board of Directors may be repealed or changed by the stockholders, or new
By-Laws may be adopted by the stockholders, and the stockholders may prescribe
that any By-Laws made by them shall not be altered, amended or repealed by the
directors.

                                   ARTICLE XI

                                Emergency By-laws

         If a quorum of the Board of Directors cannot be readily assembled
because of some catastrophic event, and only in such event, these By-Laws shall,
without further action by the Board of Directors, be deemed to have been amended
for the duration of such emergency, as follows:

          Section 1. Section 6 of Article II shall read as follows:

         Any vacancy occurring in the Board of Directors may be filled by the
         affirmative vote of a majority of the directors present at a meeting of
         the Board of Directors called in accordance with these By-Laws.

          Section 2. The first sentence of Section 10 of Article II shall read
               as follows:

          Special meetings of the Board of Directors shall be held whenever
          called by order of the chairman of the Board of Directors or a deputy
          chairman (if any),or of the president (if any) or any vice chairman of
          the Board of Directors (if any) or any director or of any person
          having the powers and duties of the chairman of the Board of
          Directors, the deputy chairman, the president or any vice chairman of
          the Board of Directors.

          Section 3. Section 12 of Article II shall read as follows:

          The directors present at any regular or special meeting called in
          accordance with these By-Laws shall constitute a quorum for the
          transaction of business at such meeting, and the action of a majority
          of such directors shall be the act of the Board of Directors,
          provided, however, that in the event that only one director is present
          at any such meeting no action except the election of directors shall
          be taken until at least two additional directors have been elected and
          are in attendance.


                                      -15-