Amendments To Benefit Equalization Plan

EXHIBIT 10.5


The Philip Morris Benefit Equalization Plan (the ''Plan'') is hereby amended in the following respects, effective as of October 25, 1989:


Amend Article VI so that it reads in its entirety as follows:


ARTICLE VI


CHANGE OF CONTROL PROVISIONS


A. In the event of a Change of Control, each Employee shall be fully vested in his Benefit Equalization Allowance and any other benefits accrued through the date of the Change of Control (''Accrued Benefits''). Each Employee (or his Beneficiary) shall, upon the Change of Control, be entitled to a lump sum in cash, payable within 30 days of the Change of Control, equal to the actuarial equivalent of his Accrued Benefits, determined using actuarial assumptions no less favorable than those used under the Supplemental Management Employees' Retirement Plan immediately prior to the Change of Control.


B. Definition of Change of Control.


''Change of Control'' shall mean the happening of any of the following events:


(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the ''Exchange Act'')) (a ''Person'') of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the ''Outstanding Company Common Stock'') or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the ''Outstanding Company Voting Securities''); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company,


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(ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction described in clauses (i), (ii) and (iii) of paragraph (3) of this Section B; or


(2) Individuals who, as of the date hereof, cons ...