Exhibit 10.1

INDEMNIFICATION AGREEMENT dated as of __________________________, 20__

between

Philip Morris International Inc. (the “Company”),

and

_______________________________ (“Indemnitee”)

TABLE OF CONTENTS

(i)

INDEMNIFICATION AGREEMENT

WHEREAS, the Board of Directors has determined in accordance with its good faith business judgment that the ability to attract and retain qualified persons as directors and executive officers is in the best interests of the Company and that the Company should act to assure such persons that there shall be adequate certainty of protection against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and

WHEREAS, the Company has adopted provisions in its Amended and Restated Articles of Incorporation regarding indemnification against liabilities and advancement and reimbursement of expenses for its directors and executive officers and the Company wishes to make further provision with respect thereto as permitted by the Amended and Restated Articles of Incorporation of the Company and Section 13.1-704.B of the Virginia Stock Corporation Act; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as Indemnitee to serve and to continue to serve as directors and/or executive officers of the Company and in any other capacity with respect to the Company, and to otherwise promote the desirable end that such persons will resist what they consider unjustified lawsuits and claims made against them in connection with the performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities and expenses incurred by them in their defense of such litigation are to be borne by the Company and they shall receive appropriate protection against such risks and liabilities, the Board of Directors of the Company has determined that the following Agreement is in the best interests of the Company; and

WHEREAS, the Company desires to have Indemnitee become or continue to serve as a director and/or executive officer of the Company, and in such other capacity with respect to the Company as the Company may request, free from undue concern for unpredictable, inappropriate or unreasonable legal risks and personal liabilities by reason of Indemnitee’s performing his or her duties to the Company; and Indemnitee desires so to serve the Company, provided, and on the express condition, that he or she is furnished with the indemnity set forth herein;

Now, therefore, in consideration of Indemnitee’s future service to the Company, the parties hereto agree as follows:

1.    Service by Indemnitee .

(a)      If Indemnitee is currently or is about to become a director of the Company, Indemnitee shall continue to serve in that capacity so long as Indemnitee is duly elected or

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appointed and until such time as Indemnitee’s successor is elected and qualified or Indemnitee is removed as permitted by law or tenders a resignation in writing.

(b)      If Indemnitee is currently or is about to become an executive officer of the Company, Indemnitee shall continue to serve in that capacity at the pleasure of the Board of Directors.

2.    Indemnification Against Liability and Advancement of Expenses . The Company shall indemnify Indemnitee against all Liability and, subject to Section 6 below, shall pay to Indemnitee in advance of the final disposition of any Proceeding all Expenses incurred by Indemnitee, to the fullest extent permitted by the Virginia Stock Corporation Act in effect on the date of this Agreement or as such law may from time to time be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader rights than said law permitted the Company to provide prior to such amendment). No indemnification against Liability or advancement or reimbursement of Expenses shall be paid hereunder to Indemnitee:

(a)       to the extent expressly prohibited by applicable law or the Amended and Restated Articles of Incorporation of the Company;

(b)      for which payment has previously been made to Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, provision of the articles of incorporation or by-laws, or agreement of the Company or any other company or organization, except in respect of any Expenses or Liability exceeding the payment under such insurance, indemnity clause, provision of the articles of incorporation, by-laws or agreement;

(c)      in connection with an action, suit or proceeding, or part thereof (including claims and counterclaims) initiated by Indemnitee, except a judicial proceeding or arbitration pursuant to Section 9 below to enforce rights under this Agreement, unless such action, suit or proceeding, or part thereof, was authorized by the Board of Directors of the Company; or

(d)      with respect to any Proceeding brought by or on behalf of the Company against Indemnitee that is authorized by the Board of Directors of the Company, except as provided in Section 4 below.

3.    Indemnification . Except as limited by Section 2 above, the Company shall indemnify Indemnitee against all Liability incurred in any Proceeding, including a Proceeding brought by or in the right of the Company, by reason of the fact that Indemnitee is or was a director and/or executive officer of the Company, or while a director and/or executive officer of the Company is or was serving at the request of the Company as a director, officer, manager, partner, trustee, employee, agent or fiduciary of any other entity, including, but not limited to, another corporation, limited lia