PHILIP MORRIS INTERNATIONAL INC.
AMENDED AND RESTATEDARTICLES OF INCORPORATIONARTICLE I
The name of the Corporation is Philip Morris International Inc.
ARTICLE II
The purpose for which the Corporation is organized is the transaction of any or all
lawful business not required to be specifically stated in these Articles of Incorporation.
ARTICLE III
The Corporation shall have the authority to issue six billion (6,000,000,000)
shares of common stock, without par value (“Common Stock”), and two hundred andfifty million (250,000,000) shares of preferred stock, without par value (“PreferredStock”), (together, “Authorized Stock”). The rights, preferences, voting powers and thequalifications, limitations and restrictions of the Authorized Stock shall be as follows:Common Stock
1.
Each share of Common Stock outstanding on any record date shall be entitled to
one vote on each matter voted on at a shareholders’ meeting.
2.
Directors shall be elected in the manner set forth in the By-Laws. Except asotherwise required by the Virginia Stock Corporation Act or by the Board of Directors
acting pursuant to subsection B of Section 13.1-707, subsection B of Section 13.1-718,subsection D of Section 13.1-722.3, subdivision 4 of Section 13.1-722.11, subsection Cof Section 13.1-724 or subsection C of Section 13.1-742 of the Virginia Stock
Corporation Act (or any successor provisions), the vote required to constitute any voting
group’s approval of any corporate action except the election of directors shall be amajority of all votes cast on the matter by such voting group at a meeting at which aquorum of such voting group exists. An abstention or an election by a shareholder not tovote on the action for any reason, including the failure to receive voting instructions fromthe beneficial owner of the shares, shall not be considered a vote cast. The provisions ofthis Article III shall not be deemed to affect any shareholder vote required by Article 14of the Virginia Stock Corporation Act.

1

3.

Distributions

Subject to the rights of the holders of Preferred Stock, holders of Common Stockshall be entitled to receive such distributions in cash, stock of any corporation, property
or indebtedness of the Corporation, as may be authorized by the Board of Directors
subject to the limitation in subsection C of Section 13.1-653 of the Virginia Stock
Corporation Act (or any successor provision).
Preferred Stock
The Board of Directors may determine the preferences, limitations and relativerights, to the extent permitted by the Virginia Stock Corporation Act, of any class ofshares of Preferred Stock before the issuance of any shares of that class, or of one ormore series within a class before the issuance of any shares of that series. Each class orseries shall be appropriately designated by a distinguishing designation prior to theissuance of any shares thereof. The Preferred Stock of all series shall have preferences,limitations and relative rights identical with those of other shares of the same series and,except to the extent otherwise provided in the description of the series, with those ofshares of other series of the same class.
Prior to the issuance of any shares of a class or series of Preferred Stock, (i) theBoard of Directors shall establish such class or series by adopting a resolution and by
filing with the State Corporation Commission of Virginia articles of amendment setting
forth the designation and number of shares of the class or series and the relative rights
and preferences thereof, and (ii) the State Corporation Commission of Virginia shall haveissued a certificate of amendment.
ARTICLE IV
No holder of shares of any class or series of Authorized Stock shall have any
preemptive or preferential right to purchase or to subscribe to (i) any shares of any classor series of the Corporation’s unissued shares, whether now or hereafter authorized; (ii)any warrants, rights, or options to purchase any such shares; or (iii) any securities orobligations convertible into or exchangeable for any such shares or convertible into or
exchangeable for warrants, rights, or options to purchase any such shares.
ARTICLE V
The number of directors shall be fixed in the By-Laws or, in the absence of a ByLaw fixing the number, the number shall be three.
ARTICLE VIA.

Definitions

For purposes of this Article VI, the following terms shall have the meanings
indicated:2

1.
“eligible person” means an individual who is or was a director, officer or
employee of the Corporation, or an individual who, while a director or officer of theCorporation, is or was serving at the request of the Corporation as a director, officer,manager, partner, trustee, employee or agent of another corporation, limited liabilitycompany, partnership, joint venture, trust, employee benefit plan or other entity. Aneligible person shall be considered to be serving an employee benefit plan at theCorporation’s request if his duties to the Corporation also impose duties on, or otherwise
involve services by, him to the plan or to participants in or beneficiaries of the plan;2.

“expenses” includes, without limitation, counsel fees;3.
“liability” means the obligation to pay a judgment, settlement, penalty, fine(including any excise tax assessed with respect to an employee benefit plan), or
reasonable expenses incurred with respect to a proceeding;4.
“party” includes, without limitation, an individual who was, is, or is threatened tobe made a named defendant or respondent in a proceeding; and5.
“proceeding” means any threatened, pending, or completed action, suit, orproceeding whether civil, criminal, administrative, or investigative and whether formal orinformal.
B.

Limitation of Liability

To the full extent that the Virginia Stock Corporation Act, as it exists on the datehereof or as hereafter amended, permits the limitation or elimination of the liability ofofficers or directors of the Corporation, no officer or director of the Corporation made aparty to any proceeding shall be liable to the Corporation or its shareholders for monetarydamages arising out of any transaction, occurrence, course of conduct or failure to act,
whether occurring prior or subsequent to the effective date of this Article VI.
C.

Indemnification

The Corporation shall indemnify any person who was or is a party to any
proceeding, including a proceeding brought by or in the right of the Corporation or
brought by or on behalf of shareholders of the Corporation, by reason of the fact that such
person is or was an eligible person, against any liability incurred by him in connection
with such proceeding, except that the Corporation shall not provide any indemnity
against willful misconduct or a knowing violation of the criminal law. To the sameextent, the Corporation is empowered, by determination provided in Article VI(E), toenter into a contract to indemnify any eligible person against liability in respect of any
proceeding arising from any act or omission, whether occurring before or after theexecution of such contract.
D.

Termination of Proceeding

The termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption3

that the eligible person did not meet any standard of conduct that is or may be aprerequisite to the limitation or elimination of liability provided in Article VI(B) or to his
entitlement to indemnification under Article VI(C).
E.

Determination of Availability

The Corporation shall indemnify under Article VI(C) any eligible person who
entirely prevails in the defense of any proceeding to which he was a party because he isor was an eligible person of the Corporation, against reasonable expenses incurred by him
in connection with the proceeding. Any other indemnification under Article VI(C)(unless ordered by a court) shall be made by the Corporation only as authorized in thespecific case upon a determination that indemnification is proper in the circumstances
because the eligible person has met the relevant standard of conduct that is a prerequisite
to his entitlement to indemnification under Article VI(C).
The determination with respect to directors and officers shall be made:(a)if there are two or more disinterested directors (as such term is defined inthe Virginia Stock Corporation Act at the time of the determination), by the Board of
Directors by a majority vote of all disinterested directors, a majority of whom shall forsuch purpose constitute a quorum, or by a majority of the members of a committee of two
or more disinterested directors appointed by such a vote;(b)by special legal counsel:(i)
VI(E); orselected in the manner prescribed in clause (a) of this Article(ii)
if there are fewer than two disinterested directors, selected by theBoard of Directors, in which selection directors who do not qualify as
disinterested directors may participate; or(c)by the holders of Common Stock, but shares owned by or voted under thecontrol of a director who at the time does not qualify as a disinterested director may not
be voted on the determination.
Authorization of indemnification and advancement of expenses and evaluation as toreasonableness of expenses shall be made in the same manner as the determination thatindemnification is permissible, except that if there are fewer than two disinterested
directors or if the determination is made by special legal counsel, such authorization andevaluations shall be made by those entitled under clause (b) of this Article VI(E) to selectcounsel.
Notwithstanding the foregoing, in the event there has been a change in thecomposition of a majority of the Board of Directors after the date of the alleged act oromission with respect to which indemnification, an advancement of expenses orreimbursement is claimed by a director or officer, other than through successor directors
approved by the Board of Directors, any determination as to such indemnification,4

advancement of expenses or reimbursement shall be made by special legal counsel agreed
upon by the Board of Directors and such director or officer. If the Board of Directors andthe eligible person are unable to agree upon such special legal counsel, the Board ofDirectors and the eligible person each shall select a nominee, and the nominees shallselect such special legal counsel.
Determinations with respect to eligible persons other than directors and officers
shall be made by or under authorization of the Board of Directors.
Determinations with respect to persons referred to in Article VI(G) shall be madeby or under authorization of the Board of Directors.
F.

Advances

1.
The Corporation may pay for or reimburse the reasonable expenses incurred byany eligible person (and by a person referred to in Article VI(G)) who is a party to aproceeding in advance of final disposition of the proceeding or the making of any
determination under Article VI(C) if any such person furnishes the Corporation:(a)a written statement, executed personally, of his good faith belief that hehas met the relevant standard of conduct that is a prerequisite to his entitlement toindemnification pursuant to Article VI(C) or Article VI(G); and(b)a written undertaking, executed personally or on his behalf, to repay any
funds advanced if the eligible person is not entitled to mandatory indemnification underArticle VI(E) and it is ultimately determined that he did not meet such standard ofconduct.
The undertaking required by clause (b) of this Article VI(F) shall be an unlimited generalobligation but need not be secured and may be accepted without reference to financial
ability to make repayment.
2.
Authorizations of payments under this Article VI(F) shall be made by the persons
specified in Article VI(E).
G.

Indemnification of Others

The Corporation is empowered to indemnify or contract to indemnify any person
not specified in Article VI(C) who was, is or may become a party to any proceeding, by
reason of the fact that he is or was an agent of or consultant to the Corporation, to thesame or a lesser extent as if such person were specified as one to whom indemnification
is granted in Article VI(C). The provisions of Article VI(D), Article VI(E) and Article
VI(F), to the extent set forth therein, shall be applicable to any indemnification provided
hereafter pursuant to this Article VI(G).

5H.

Application; Amendment

The provisions of this Article VI shall be applicable to all proceedingscommenced after it becomes effective, arising from any act or omission, whether
occurring before or after such effective date. No amendment or repeal of this Article VI
shall reduce or eliminate the rights provided under this Article VI (including thosecreated by contract) with respect to any act or omission occurring prior to such
amendment or repeal. The Corporation shall promptly take all such actions and make allsuch determinations and authorizations as shall be necessary or appropriate to comply
with its obligation to make any indemnity against liability, or to advance any expenses,
under this Article VI and shall promptly pay or reimburse all reasonable expenses
incurred by any eligible person or by a person referred to in Article VI(G) in connection
with such actions and determinations or proceedings of any kind arising therefrom.
I.

Insurance

The Corporation may purchase and maintain insurance to indemnify it against allor any portion of the liability assumed by it in accordance with this Article and may also
procure insurance, in such amounts as the Board of Directors may determine, on behalf of
any eligible person (and for a person referred to in Article VI(G)) against any liability
asserted against or incurred by him in such capacity or arising from his status as aneligible person, whether or not the Corporation would have power to indemnify him
against such liability under the provisions of this Article VI.
J.

Further Indemnity

1.
Every reference herein to directors, officers, managers, partners, trustees,
employees or agents shall include former directors, officers, managers, partners, trustees,
employees or agents and their respective heirs, executors and administrators. The
indemnification hereby provided and provided hereafter pursuant to the power hereby
conferred by this Article VI shall not be exclusive of any other rights to which any person
may be entitled, including any right under policies of insurance that may be purchasedand maintained by the Corporation or others, with respect to claims, issues or matters in
relation to which the Corporation would not have the power to indemnify such person
under the provisions of this Article VI.
2.
Nothing herein shall prevent or restrict the power of the Corporation to make orprovide for any further indemnity, or provisions for determining entitlement toindemnity, pursuant to one or more indemnification agreements, By-Laws, or otherarrangements (including, without limitation, creation of trust funds or security interests
funded by letters of credit or other means) approved by the Board of Directors (whetheror not any of the directors of the Corporation shall be a party to or beneficiary of any
such agreements, By-Laws or other arrangements); provided, however, that any provisionof such agreements, By-Laws or other arrangements shall not be effective if and to theextent that it is determined to be prohibited by this Article or applicable laws of theCommonwealth of Virginia, but other provisions of any such agreements, By-Laws orother arrangements shall not be affected by any such determination.

6K.

Severability

Each provision of this Article VI shall be severable, and an adverse determination
as to any such provision shall in no way affect the validity of any other provision.

January 29, 20087