Philip Morris International Benefit Equalization Plan

Exhibit 10.5

PHILIP MORRIS INTERNATIONAL BENEFIT EQUALIZATION PLAN

Effective as of January 1, 2008 (As amended and in effect as of March 28, 2008)

TABLE OF CONTENTS

Page No ARTICLE I DEFINITIONS 2 ARTICLE II BENEFIT EQUALIZATION RETIREMENT ALLOWANCES AND BENEFIT EQUALIZATION PROFIT-SHARING ALLOWANCES 14 ARTICLE III FUNDS FROM WHICH ALLOWANCES ARE PAYABLE 23 ARTICLE IV THE ADMINISTRATOR 24 ARTICLE V AMENDMENT AND DISCONTINUANCE OF THE PLAN 25 ARTICLE VI FORMS; COMMUNICATIONS 26 ARTICLE VII INTERPRETATION OF PROVISIONS 27 ARTICLE VIII CHANGE IN CONTROL PROVISIONS 28


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PHILIP MORRIS INTERNATIONAL BENEFIT EQUALIZATION PLAN The Philip Morris International Benefit Equalization Plan governs the rights of an Employee whose benefit under the Retirement Plan or the Profit-Sharing Plan, or both Qualified Plans, is subject to one or more of the Statutory Limitations. The liabilities allocable to Employees, former employees and retired employees of the international tobacco operations conducted by the Company and the other Participating Companies have been transferred from the Benefit Equalization Plan maintained by Altria Corporate Services, Inc. to the Plan.

It is intended that Grandfathered Benefit Equalization Retirement Allowances and Grandfathered Benefit Equalization Profit-Sharing Allowances with respect to Grandfathered Employees and Grandfathered Retired Employees not be subject to the requirements of Section 409A of the Code and that the Plan be interpreted and administered in accordance with this intention. The Plan as hereinafter set forth shall be effective with respect to Employees who incur a Separation from Service on or after March 28, 2008, except as otherwise provided herein. The Plan will also be the source of benefits to former employees of Philip Morris International Inc. and its subsidiaries who terminated employment prior to January 1, 2008.

The Plan is three separate plans, programs or arrangements. Each portion shall be treated as a separate plan, program or arrangement from the other portions. One portion of the Plan provides benefits to a Retired Employee (or his Spouse or other Beneficiary) solely in excess of the Section 415 Limitations; the second portion of the Plan provides benefits to a Retired Employee (or his Spouse or other Beneficiary) attributable solely to the Compensation Limitation; the third portion of the Plan provides benefits to a Retired Employee (or his Spouse or other Beneficiary) because payment of the benefit from one or both of the Qualified Plans could result in a failure to meet the nondiscrimination requirements of Section 401(a)(4) of the Code or the coverage requirements of Section 410(b) of the Code.


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ARTICLE I

DEFINITIONS

The following terms as used herein and in the Preamble shall have the meanings set forth below. Any capitalized term used herein or in the Preamble and not defined below shall have the meaning set forth in the Retirement Plan or the Profit-Sharing Plan, as the context may require. (a) " Actuarial Equivalent" shall mean a benefit which is at least equivalent in value to the benefit otherwise payable pursuant to the terms of the Plan, based on the actuarial principles and assumptions set forth in Exhibit I to the Retirement Plan; provided, however, that a Single Sum Payment of all or any portion of a benefit payable pursuant to the terms of the Plan shall be the Actuarial Equivalent of such benefit (or portion of such benefit) payable in equal monthly payments during a twelve (12) month period for the life of the recipient commencing at the applicable BEP Benefit Commencement Date, using the actuarial principles and assumptions set forth in Exhibit A to the Plan.

(b) " Allowance" or " Allowances" shall mean a Benefit Equalization Retirement Allowance, determined under ARTICLE II A of the Plan and a Benefit Equalization Profit-Sharing Allowance, determined under ARTICLE II B of the Plan. (c) " Beneficiary" shall mean:

(1) in the case of a Retired Employee who is to receive all or a portion of his Benefit Equalization Retirement Allowance after his Separation from Service in a Single Sum Payment pursuant to ARTICLE II C(1)(a) of the Plan, but who dies after his Separation from Service and before such Single Sum Payment is made:

(i) if the Retired Employee is married on the date of his death, the Beneficiary of such Single Sum Payment shall be the Spouse to whom he was married on the date of death; and

(ii) if the Retired Employee is not married on the date of his death, the Beneficiary of such Single Sum Payment shall be the Retired Employee' s estate.

An Employee or Retired Employee may designate any other person or persons as the Beneficiary who is to receive a Single Sum Payment of his Benefit Equalization Retirement Allowance in the event that he dies after his Separation from Service and before such Single Sum Payment is paid to him by timely filing a beneficiary designation form with the Administrator (or his delegate), provided, however, that if the Employee or Retired Employee is married on the date of the filing of such beneficiary designation form, his Spouse must consent, in writing before a notary public or a duly authorized representative of his Participating Company, to such designation. (2) In the case of a Grandfathered Employee who has elected to receive after his Separation from Service that portion of his Benefit Equalization Retirement


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Allowance equal to the Grandfathered Benefit Equalization Retirement Allowance in the form of an Optional Payment described in ARTICLE I (z)(i)(2) or I (z)(i)(3) pursuant to ARTICLE II C(2) of the Plan, the person or persons designated by the Grandfathered Employee to receive (or who, pursuant to the terms of such Optional Payment, will receive) after his death a benefit according to the option elected by the Grandfathered Employee.

(3) In the case of an Employee or Retired Employee who has been credited with a Benefit Equalization Profit-Sharing Allowance and who dies prior to the payment of such Benefit Equalization Profit-Sharing Allowance (or prior to the payment of the then remaining balance of such Benefit Equalization Profit-Sharing Allowance in the case of a Grandfathered Employee who has elected to receive that portion of his Benefit Equalization Profit-Sharing Allowance equal to the Grandfathered Benefit Equalization Profit-Sharing Allowance in the form of an Optional Payment pursuant to ARTICLE II D(3) of the Plan):

(i) if the Employee or Retired Employee is married on the date of his death, the Beneficiary of such Benefit Equalization Profit-Sharing Allowance shall be the Spouse to whom he was married on the date of death; and

(ii) if the Employee or Retired Employee is not married on the date of his death, the Beneficiary of such Benefit Equalization Profit-Sharing Allowance shall be the Employee' s or Retired Employee' s estate. An Employee or Retired Employee may designate any other person or persons (including a trust created by the Employee or Retired Employee during his lifetime or by will) as Beneficiary of his Benefit Equalization Profit-Sharing Allowance in the event of his death by timely filing a beneficiary designation form with the Administrator (or his delegate), provided that if the Employee or Retired Employee is married on the date of the filing of such beneficiary designation form, his Spouse must consent, in writing before a notary public or a duly authorized representative of his Participating Company, to such designation.

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(d) " Benefit Equalization Joint and Survivor Allowance" shall mean the total amount that would be payable during a twelve (12) month period as a reduced Benefit Equalization Retirement Allowance to a Retired Employee for life and after his death the amount payable to his Spouse for life equal to one-half of the reduced Benefit Equalization Retirement Allowance payable to the Retired Employee (regardless of whether such form of benefit was available to such Retired Employee and his Spouse), which together shall be the Actuarial Equivalent of the Benefit Equalization Retirement Allowance of the Retired Employee.

(e) " Benefit Equalization Profit-Sharing Allowance" or " Profit-Sharing Allowance" shall mean the benefit determined under ARTICLE II B of the Plan and payable at the times and in the forms set forth in ARTICLE II D of the Plan. The Benefit Equalization Profit-Sharing Allowance shall be comprised of the Grandfathered Benefit Equalization Profit-Sharing Allowance, if any, and the remaining portion of such Allowance.

(f) " Benefit Equalization Retirement Allowance" shall mean the benefit determined under ARTICLE II A of the Plan and payable at the times and in the forms set forth in ARTICLE II C of the Plan. The Benefit Equalization Retirement Allowance shall be comprised of the Grandfathered Benefit Equalization Retirement Allowance, if any, and the remaining portion of such Allowance.

(g) " Benefit Equalization Survivor Allowance" shall mean the benefit payable to:

(i) the Spouse of a Deceased Employee; and

(ii) the Spouse of a deceased Retired Employee;

in an amount equal one-half of the reduced Benefit Equalization Retirement Allowance which would have been payable in the form of a Benefit Equalization Joint and Survivor Allowance to the Deceased Employee or deceased Retired Employee (regardless of whether such form of benefit was available to such Deceased Employee or deceased Retired Employee).

(h) " Benefits Committee" shall mean the Philip Morris International Benefits Committee.

(i) " BEP Benefit Commencement Date" shall mean the date on which the benefit to which the recipient is entitled to is paid or commences to be paid pursuant to the application filed in accordance with ARTICLE II E of the Plan, or if no such application is filed, in accordance with the terms of the Plan as determined in the sole discretion of the Administrator. All such Allowances (regardless of to whom paid) not paid in a Single Sum Payment are paid in arrears so that the actual date of payment shall be the first day of the calendar month next succeeding the BEP Benefit Commencement Date.

(i) Except as provided in clauses (ii), (iii), (iv) and (v) hereof, the BEP Benefit Commencement Date of the Benefit Equalization Retirement Allowance shall be the Payment Date, but not later than the Latest Payment Date. (ii) (A) Except as provided in clause (ii)(B), the BEP Benefit Commencement Date of that portion of a Benefit Equalization Retirement Allowance that


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is the Grandfathered Benefit Equalization Retirement Allowance payable in the form of an Optional Payment pursuant to an election under ARTICLE II C(2) to a Grandfathered Retired Employee shall be the Benefit Commencement Date of the Grandfathered Retired Employee' s Full, Deferred or Early Retirement Allowance under the Retirement Plan. (B) The BEP Benefit Commencement Date of that portion of a Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable in the form of an Optional Payment with respect to a Grandfathered Retired Employee who voluntarily retires within the one (1) year period following the date of the filing of his application for an Optional Payment with the Administrator pursuant to ARTICLE II C(2) or whose employment is terminated for misconduct (as determined by the Benefits Committee) within such one (1) year period, shall be the first day of the month following the expiration of the one (1) year period following the date of the filing of his application for an Optional Payment.

(iii) The BEP Benefit Commencement Date of that portion of a Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable to a Grandfathered Retired Employee who is only eligible for a Vested Retirement Allowance shall be the Benefit Commencement Date of the Retired Employee' s Vested Retirement Allowance under the Retirement Plan. (iv) The BEP Benefit Commencement Date of any Benefit Equalization Retirement Allowance described in ARTICLE II A(1)(f) shall be the BEP Benefit Commencement Date set forth in the General Release Agreement; provided, however, that if no time of payment is specified, the BEP Benefit Commencement Date shall be the first day of the third calendar month following the month in which the Employee Separates from Service, but no later than the 15 th day of the third month following the end of the Employee' s first taxable year in which the right is no longer subject to a substantial risk of forfeiture or the 15 th day of the third month following the end of the Employee' s Participating Company first taxable year in which the right is no longer subject to a substantial risk of forfeiture; provided, however that no such Benefit Equalization Allowance shall change either the time or form of payment of the Grandfathered Benefit Equalization Retirement Allowance of a Grandfathered Employee otherwise payable pursuant to the terms of the Plan. (v) (A) Except as provided in clause (B), the BEP Benefit Commencement Date of the Benefit Equalization Profit-Sharing Allowance shall be the Payment Date, but not later than the Latest Payment Date.

(B) The BEP Benefit Commencement Date of that portion of a Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance payable in the form of an Optional Payment pursuant to an election under ARTICLE II D(3) to a Grandfathered Retired Employee shall be the date specified in the application.


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(vi) (A) Except as provided in clause (B), the BEP Benefit Commencement Date of the Benefit Equalization Survivor Allowance payable to the Spouse of a Deceased Employee or deceased Retired Employee shall be the Survivor Allowance Payment Date, but not later than the Survivor Allowance Latest Payment Date. (B) The BEP Benefit Commencement Date of that portion of the Benefit Equalization Survivor Allowance that is derived from the Grandfathered Benefit Equalization Retirement Allowance that is payable to:

(1) the Spouse of a Grandfathered Deceased Employee; or

(2) the Spouse of a deceased Grandfathered Retired Employee,

shall, in each case, be the Benefit Commencement Date of the Survivor Allowance payable to such Spouse under the Retirement Plan, provided that the Spouse may elect in accordance with the provisions of ARTICLE II, A5(c) or (f) of the Retirement Plan, as applicable to the Spouse, that the BEP Benefit Commencement Date be the first day of any month thereafter, but not later than the later of (i) the first day of the second calendar month following the month in which the Grandfathered Deceased Employee or deceased Grandfathered Retired Employee died (or if his date of birth was on the first day of a calendar month, the first day of the calendar month next following the calendar month in which the Grandfathered Deceased Employee or deceased Grandfathered Retired Employee died), or (ii) the date that would have been the Grandfathered Deceased Employee' s or deceased Grandfathered Retired Employee' s Unreduced Early Retirement Benefit Commencement Date.

(j) " Change in Circumstance" shall mean: (i) the marriage of the Grandfathered Employee or Grandfathered Retired Employee; (ii) the divorce of the Grandfathered Employee or Grandfathered Retired Employee from his spouse (determined in accordance with applicable state law), provided

(A) such spouse was the Beneficiary who is to receive an Optional Payment, or (B) the Grandfathered Employee or Grandfathered Retired Employee elected to receive an Optional Payment pursuant to ARTICLE I(z)(i)(1) of the Plan;

(iii) the death of the Beneficiary designated by the Grandfathered Employee or Grandfathered Retired Employee to receive an Optional Payment after the death of the Grandfathered Retired Employee; or

(iv) a medical condition of the Beneficiary, based on medical evidence satisfactory to the Administrator, which is expected to result in the death of the


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Beneficiary within five (5) years of the filing of an application for change in Optional Payment method pursuant to ARTICLE II C(2) or ARTICLE II D(2) hereof.

(k) " Company" shall mean PMI Global Services Inc. PMI Global Services Inc. is the sponsor of the Plan.

(l) " Compensation" shall have the same meaning as in the Retirement Plan, except that in computing the Retirement Allowance and Benefit Equalization Retirement Allowance of an Employee in salary bands A and B who was not age fifty-five (55) or older at December 31, 2006, Compensation shall mean the lesser of his (i) base salary, plus annual incentive award, and (ii) base salary, plus annual incentive award at a business rating of 100 and individual performance rating of " Exceeds" .

(m) " Compensation Limitation" shall mean the limitation of Section 401(a)(17) of the Code on the annual compensation of an Employee which may be taken into account under the Qualified Plans. (n) " Date of Retirement" shall have the same meaning as in the Retirement Plan. (o) " Earned and Vested" shall mean, when referring to an Allowance or any portion of an Allowance, an amount that, as of January 1, 2005, is not subject to a substantial risk of forfeiture (as defined in Treasury Regulation a71.83-3(c)) or a requirement to perform future services.

(p) " Employee" shall mean any person employed by a Participating Company who has accrued a benefit under the Retirement Plan or the Profit-Sharing Plan but whose entire accrued benefit, if computed without regard to the Statutory Limitations, cannot be paid under the Retirement Plan or Profit-Sharing Plan, or both Qualified Plans, as a result of the Statutory Limitations, provided that an Employee shall not include: (i) an EPF Employee; or

(ii) an employee of a Participating Company who has elected to participate in the target payment arrangement, but only with respect to those calendar years in which he was a participant in such arrangement; provided, however, that nothing shall deprive such employee of any Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance earned for any Plan year in which he is not a participant in the target payment arrangement.

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(q) " Grandfathered Benefit Equalization Joint and Survivor Allowance" shall mean the total amount that would be payable during a twelve (12) month period as a reduced Grandfathered Benefit Equalization Retirement Allowance to a Grandfathered Retired Employee for life and after his death the amount payable to his Spouse for life equal to one-half of the reduced Grandfathered Benefit Equalization Retirement Allowance payable to the Grandfathered Retired Employee, which together shall be the Actuarial Equivalent of the Grandfathered Benefit Equalization Retirement Allowance of the Grandfathered Retired Employee.

(r) " Grandfathered Benefit Equalization Optional Payment Allowance" shall mean, with respect to that portion of a Grandfathered Retired Employee' s Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance, the total amount payable during a twelve (12) month period in accordance with one of the payment methods described in ARTICLE II, A4(d) of the Retirement Plan and designated by the Grandfathered Retired Employee in his application for an Optional Payment under ARTICLE II C(2) of the Plan, pursuant to which the Grandfathered Retired Employee receives for life after his Date of Retirement a reduced Grandfathered Benefit Equalization Retirement Allowance in equal monthly payments for life and after his death after his Date of Retirement his Beneficiary receives for life a benefit in equal monthly payments according to the option elected by the Grandfathered Retired Employee, which together shall be the Actuarial Equivalent of the Grandfathered Benefit Equalization Retirement Allowance payable in equal monthly payments for the life of the Grandfathered Retired Employee after his Date of Retirement.

(s) " Grandfathered Benefit Equalization Profit-Sharing Allowance" shall mean that portion of a Grandfathered Retired Employee' s Benefit Equalization Profit-Sharing Allowance as of December 31, 2004, the right to which is Earned and Vested as of December 31, 2004, plus any future contributions to the account, the right to which was Earned and Vested as of December 31, 2004, but only to the extent such contributions are actually made, plus earnings (whether actual or notional) attributable to such Grandfathered Benefit Equalization Profit-Sharing Allowance as of December 31, 2004, or to such income.

(t) " Grandfathered Benefit Equalization Retirement Allowance" shall mean the present value of that portion (or all) of the Benefit Equalization Retirement Allowance earned to December 31, 2004 to which the Grandfathered Employee or Retired Grandfathered Employee would have been entitled under the Plan if he had voluntarily terminated services without cause on or before December 31, 2004 and received a payment on the earliest possible date allowed under the Plan to receive payment of a Benefit Equalization Retirement Allowance following the termination of services and received the benefits in the form with the maximum value; provided, however, that for any subsequent year such Grandfathered Benefit Equalization Retirement Allowance may increase to equal the present value of the benefit the Grandfathered Employee or Grandfathered Retired Employee actually becomes entitled to, in the form and at the time actually paid, determined in accordance with the terms of the Plan (including applicable Statutory Limitations) as in effect on October 3, 2004, without regard to any further services rendered by the Grandfathered Employee or Grandfathered Retired Employee after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than an election with respect to the time and form of an available benefit).


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(u) " Grandfathered Deceased Employee" shall mean a Grandfathered Employee who died while he was an Employee at a time when he had a nonforfeitable right to any portion of his Retirement Allowance.

(v) " Grandfathered Employee" shall mean:

(i) an Employee who is entitled to a Grandfathered Benefit Equalization Retirement Allowance that was Earned and Vested; or

(ii) an Employee who is entitled to a Grandfathered Benefit Equalization Profit-Sharing Allowance, and who, in either instance, is a participant in the executive trust and/or secular trust arrangements. (w) " Grandfathered Retired Employee" shall mean:

(i) in the case of a Benefit Equalization Retirement Allowance, a Retired Employee who is eligible for a Grandfathered Benefit Equalization Retirement Allowance that was Earned and Vested; and (ii) in the case of a Benefit Equalization Profit-Sharing Allowance, a Retired Employee who is eligible for a Grandfathered Benefit Equalization Profit-Sharing Allowance,

and who, in either instance, is or was a participant in the executive trust and/or secular trust arrangements.

(x) " Grandfathered Retirement Allowance" shall mean the present value of that portion (or all) of the Retirement Allowance earned to December 31, 2004 under the Retirement Plan to which the Grandfathered Employee or Grandfathered Retired Employee had a nonforfeitable right as of December 31, 2004. In calculating the amount of such Grandfathered Retirement Allowance, it shall be assumed that (i) the Grandfathered Employee or Grandfathered Retired Employee voluntarily terminated services without cause on December 31, 2004, and (ii) received a payment of his Grandfathered Retirement Allowance with the maximum value available from the Retirement Plan on the earliest possible date allowed under the Retirement Plan to receive payment of a Retirement Allowance following the termination of services, provided, however, that for any subsequent year such Grandfathered Retirement Allowance may increase to equal the present value of the benefit the Grandfathered Employee or G ...