0001193125-08-023093 Sample Contracts

FORM OF TRANSITION SERVICES AGREEMENT BY AND BETWEEN ALTRIA CORPORATE SERVICES, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF MARCH , 2008
Transition Services Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS TRANSITION SERVICES AGREEMENT, dated as of March , 2008 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Altria Corporate Services, Inc., a New York corporation (“ALCS”), and Philip Morris International Inc., a Virginia corporation (“PMI”).

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AGREEMENT BY AND BETWEEN MR. LOUIS CAMILLERI (the “Employee”) AND PHILIP MORRIS COMPANIES INC. (the “Company”)
Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes
FORM OF RESTATED EMPLOYEE GRANTOR TRUST ENROLLMENT AGREEMENT
Enrollment Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • New York

This agreement, made the day of , 2008, between [Executive] (the “Employee”), the person, if any, to whom the Employee is legally married (the “Employee’s Spouse”), and Philip Morris International Inc. (“PMI”) and its subsidiaries (collectively, the “Company”),

FORM OF TAX SHARING AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF
Tax Sharing Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS TAX SHARING AGREEMENT dated as of (the “Agreement”) is between Altria Group, Inc., a Virginia corporation (“Altria”), and Philip Morris International Inc., a Virginia corporation (“PMI”) (sometimes referred to herein individually as “Party”, or together, as “Parties”).

FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF
Employee Matters Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS EMPLOYEE MATTERS AGREEMENT, dated as of (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Altria Group, Inc., a Virginia corporation (“Altria”), and Philip Morris International Inc., a Virginia corporation (“PMI”).

DISTRIBUTION AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND PHILIP MORRIS INTERNATIONAL INC. DATED AS OF JANUARY 30, 2008
Distribution Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes • Virginia

THIS DISTRIBUTION AGREEMENT, dated as of January 30, 2008 (as amended and supplemented pursuant to the terms hereof, this “Agreement”), is entered into by and between Altria Group, Inc., a Virginia corporation (“Altria”), and Philip Morris International Inc., a Virginia corporation (“PMI”). In addition, Philip Morris USA Inc., a Virginia corporation (“PM USA”), has entered into this Agreement solely for the purpose of providing the indemnification set forth in Section 3.05.

FORM OF PHILIP MORRIS INTERNATIONAL INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT FOR PHILIP MORRIS INTERNATIONAL INC. COMMON STOCK (March 28, 2008)
Non-Qualified Stock Option Award Agreement • February 7th, 2008 • Philip Morris International Inc. • Cigarettes

PHILIP MORRIS INTERNATIONAL INC. (the “Company”), pursuant to the 2008 Performance Incentive Plan (the “Plan”) hereby grants to the employee (the “Optionee”) a non-qualified stock option (the “Option”) effective immediately following the March 28, 2008 distribution of Company Common Stock to Altria Group, Inc. shareholders. The Option entitles the Optionee to purchase from the Company up to the aggregate number of shares (the “Option Shares”) of Company Common Stock shown in the March 28, 2008 Option Award section of the Statement of Grants and Awards (the “Statement”) mailed to the Optionee shortly after March 28, 2008, at the Grant Price per share set forth in the Statement. This grant is subject to the following terms and conditions:

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