Benefit Equalization Plan



 Exhibit 10.27 
  
 BENEFIT EQUALIZATION PLAN 
 Effective
September 2, 1974 
 (As amended and in effect as of January 1, 2008) 
  
  
  

	
	 (Adopted on
 December 23, 2008)



  







 TABLE OF CONTENTS 
  


					
	 	 	 	  	Page No
	ARTICLE I	 	DEFINITIONS	  	3
			
	ARTICLE II	 	BENEFIT EQUALIZATION RETIREMENT ALLOWANCES, BENEFIT EQUALIZATION PROFIT-SHARING ALLOWANCES AND BENEFIT EQUALIZATION COMBINED ALLOWANCES	  	17
			
	ARTICLE III	 	FUNDS FROM WHICH ALLOWANCES ARE PAYABLE	  	30
			
	ARTICLE IV	 	THE ADMINISTRATOR	  	31
			
	ARTICLE V	 	AMENDMENT AND DISCONTINUANCE OF THE PLAN	  	32
			
	ARTICLE VI	 	FORMS; COMMUNICATIONS	  	33
			
	ARTICLE VII	 	INTERPRETATION OF PROVISIONS	  	34
			
	ARTICLE VIII	 	CHANGE IN CONTROL PROVISIONS	  	35








 BENEFIT EQUALIZATION PLAN 
 The 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, or to the nondiscrimination requirements of Section 401(a)(4) of the Code and the coverage requirements of Section 410(b) of the Code. 
 Effective as of January 1, 2008, the liabilities allocable to employees, former employees and retired employees of the international tobacco
operations conducted by Philip Morris International Inc. and its subsidiaries were transferred from the Plan to the Philip Morris International Benefit Equalization Plan, maintained by PMI Global Services Inc. 
 The Plan as hereinafter set forth shall be effective with respect to Employees who incur a Separation from Service on or after January 1, 2008,
except as otherwise provided herein. 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 (as well as their spouses and beneficiaries) 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 provisions of the Plan shall not be
construed to change the time and form of payment of those portions of the Benefit Equalization Combined Allowance (such portions individually referred to as a Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit
Equalization Profit-Sharing Allowance) of a TP Employee, in each case considered deferred before January 1, 2005 (within the meaning of Final Regulation §1.409A-6(a) (2) and other provisions of the Final Regulations). 
 The rights of a person whose Separation from Service or date of becoming an Inactive Participant is before January 1, 2008 shall be governed by the
provisions of the Plan as in effect on his Separation from Service or date of becoming an Inactive Participant, as the case may be, except to the extent that the Administrator has determined in his sole discretion to administer the Plan in good
faith compliance with Section 409A of the Code and any then published guidance so as to not subject any Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance to Section 409A
of the Code. 
 Effective as of January 1, 2005, the Board of Directors of Altria Group, Inc. determined that certain participants in
the Plan and in the Supplemental Management Employees’ Retirement Plan would be eligible to cease active participation in those plans. In lieu of accruing additional deferred compensation under the Plan and in the Supplemental Management
Employees’ Retirement Plan these employees (who elected to waive participation in the Plan and in the Supplemental Management Employees’ Retirement Plan), referred to as TP Employees, entered into Supplemental Enrollment Agreements and
received annual “target payments” as current compensation for the services that they provided to Altria and its affiliates during the year. 
  

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 The Board of Directors of Altria Group, Inc. retained the right to discontinue making target payments at
any time. Under the terms of the Supplemental Enrollment Agreements, an employee would resume active participation in the Plan and in the Supplemental Management Employees’ Retirement Plan pursuant to their terms as of the first day of the year
following the year for which a target payment was last made to the employee. 
 Effective as of January 1, 2008, the Board of Directors
of Altria Group, Inc. determined to discontinue making target payments with respect to services performed after December 31, 2007. Under the terms of the Plan, TP Employees generally are not eligible to participate for those years for which
they received a target payment after December 31, 2004. It is intended that the benefits provided under the Plan will not duplicate amounts previously paid as current compensation under the terms of the Supplemental Enrollment Agreements.

 In addition, effective as of January 1, 2008, the Board of Directors of Altria Group, Inc. amended the Plan (1) to provide for a
Company Match Contribution to the Plan equal to the Company Match Contribution that could not be made to the Profit-Sharing Plan as a result of the Statutory Limitations, based on the percentage of Compensation that each affected Employee had
elected to make to the Profit-Sharing Plan and (2) to provide that portion of the benefit that was awarded to the Chief Executive Officer of Altria Group, Inc. earned after December 31, 2004 and that was formerly provided under the
Supplemental Management Employees’ Retirement Plan. 
 The Plan is comprised of four separate plans, programs or arrangements. Each plan
shall be treated as a separate plan, program or arrangement from the other plans. One of the plans provides benefits to a Retired Employee (or his Spouse or other Beneficiary) solely in excess of the Section 415 Limitations; the second plan
provides benefits to a Retired Employee (or his Spouse or other Beneficiary) attributable solely to the Compensation Limitation; the third 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; and the fourth plan provides
benefits to a TP Employee who is resuming active participation in the Plan, effective January 1, 2008. 
 Notwithstanding anything to
the contrary in the provisions of this Plan, (1) no amounts shall be deemed credited or accrued under the Plan after December 31, 2004 to the extent the Administrator determines that the accrual, crediting or payment of such amounts under
the terms of the Plan or related arrangements would risk subjecting Plan participants to taxation or penalties under Section 409A of the Code, and (2) the Plan terms applicable to any amounts determined by the Administrator to be deferred
compensation subject to the requirements of such Section 409A may be modified by the Administrator to the extent it deems necessary or appropriate to ensure compliance with such requirements. The Administrator may take any such action with
respect to some participants but not others as it in its sole discretion deems appropriate under the circumstances. 
  

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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. 
 (b) “After-Tax
BEP Combined Allowance” shall mean the amount by which (i) the TP Employee’s Gross After-Tax BEP Combined Allowance exceeds (ii) his Trust Account TP Value. 
 (c) “Allowance” or “Allowances” shall mean a Benefit Equalization Retirement Allowance, determined under ARTICLE IIA(1)
of the Plan, a Benefit Equalization Profit-Sharing Allowance, determined under ARTICLE IIB of the Plan and a Benefit Equalization Combined Allowance determined under ARTICLE IIC of the Plan. 
 (d) “Assumed Trust Account TP” shall mean the assumed trust account established pursuant to a TP Employee’s Supplemental Enrollment
Agreement. 
 (e) “Beneficiary” shall mean: 
 (i) In the case of a Retired Employee who is to receive all or a portion of his Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance after his Separation from Service in a Single Sum
Payment pursuant to ARTICLE IID(1)(a), IID(1)(b) or IID(1)(c)(ii) of the Plan, but who dies after his Separation from Service and before such Single Sum Payment is made: 
 (1) 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 
 (2) 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 or Benefit Equalization Combined 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. 
  

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 (ii) In the case of a Grandfathered Employee who is a Secular Trust Participant who has elected pursuant
to ARTICLE IID(3) of the Plan to receive after his Separation from Service that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance equal to the Grandfathered Benefit Equalization Retirement
Allowance in the form of an Optional Payment described in ARTICLE I(aa)(i)(1) or (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. 
 (iii) 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 pursuant to ARTICLE IIE(3) of the Plan 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 described in ARTICLE I(aa)(ii) of the Plan): 
 (1) 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 
 (2) 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, 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. 
 (f) “Benefit Equalization Combined Allowance” shall
mean the benefit determined under ARTICLE IIC of the Plan and payable at the times and in the form set forth in ARTICLE IID of the Plan. 
 (g) “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 

  

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available to such Retired Employee and his Spouse), or in such other amount as described in ARTICLE IIC(2) of the Plan, which together shall be the Actuarial
Equivalent of the Benefit Equalization Retirement Allowance of the Retired Employee. 
 (h) “Benefit Equalization Profit-Sharing
Allowance” or “Profit-Sharing Allowance” shall mean: 
 (i) with respect to Allowances other than a Benefit
Equalization Combined Allowance, the benefit determined under ARTICLE IIB of the Plan and payable at the times and in the forms set forth in ARTICLE IIE of the Plan; and 
 (ii) with respect a Profit-Sharing Allowance that is a portion of the Benefit Equalization Combined Allowance, the benefit determined under ARTICLE IIC of
the Plan and payable at the times and in the forms set forth in ARTICLE IIE 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. 
 (i) “Benefit Equalization Retirement Allowance” shall mean the benefit determined under ARTICLE IIA of the Plan and payable at the times and in the forms set forth in ARTICLE IID 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. 
 (j) “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), or in such other amount as described in ARTICLE IIC(2) of the
Plan. 
 (k) “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 IIF 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 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. 
 (1) (i) Except as provided in clauses (ii), (iii), (iv) and (v) of this ARTICLE I(k)(1) of the Plan, the BEP Benefit Commencement Date of the
Benefit Equalization 

  

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Retirement Allowance and Benefit Equalization Combined Allowance shall be the Payment Date, but not later than the Latest Payment Date. 
 (ii) (A) Except as provided in clauses (B) and (C) of this ARTICLE I(k)(1)(ii) of the Plan, the BEP Benefit Commencement Date of
that portion of a Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable in the form of an Optional Payment pursuant to an election under ARTICLE IID(3) of the Plan to a Grandfathered
Retired Employee who is a Secular Trust Participant 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 Combined
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 IID(3) of the Plan, or whose employment is terminated for misconduct (as determined by the Management 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. 
        (C) The BEP Benefit Commencement Date of the benefit payable pursuant to ARTICLE IID(3)(f) of
the Plan to the Beneficiary of a Grandfathered Retired Employee who died after his Date of Retirement and prior to his BEP Benefit Commencement Date shall be the first day of the month following the death of the deceased Grandfathered Retired
Employee. 
 (iii) The BEP Benefit Commencement Date of (A) that portion of a Benefit Equalization Combined Allowance
that is the Grandfathered Benefit Equalization Retirement Allowance payable to a Retired TP Employee and (B) that portion of a Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable
to a Grandfathered Retired Employee, who in each case is only eligible for a Vested Retirement Allowance at his Separation from Service, 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 IIA(1)(e) of the Plan and of any Benefit Equalization Combined Allowance described in ARTICLE IIC(1)(e) of the Plan shall be the benefit commencement date of such Allowance as 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 Payment Date, but no later than the 15th 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 Retirement Allowance or Benefit Equalization Combined Allowance shall change either the time or form of payment of the
Allowance 

  

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(including a Grandfathered Benefit Equalization Retirement Allowance) otherwise payable pursuant to the terms of the Plan. 
 (v) The BEP Benefit Commencement Date of that portion of a Benefit Equalization Combined Allowance that is the Grandfathered Benefit
Equalization Profit-Sharing Allowance that is payable in the form of an Optional Payment pursuant to an election under ARTICLE IIE(3) of the Plan to a TP Employee shall be the date specified in the application. 
 (2) (i) (A) Except as provided in clause (B) of this ARTICLE I(k)(2)(i) of the Plan, the BEP Benefit Commencement Date of the Benefit Equalization
Profit-Sharing Allowance (other than the Benefit Equalization Profit-Sharing Allowance of a TP Employee which shall be paid as part of the Benefit Equalization Combined Allowance pursuant to Article I(k)(1) of the Plan) 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 that is payable in the form of an Optional Payment pursuant to an election under ARTICLE IIE(3) of the Plan to a Grandfathered
Retired Employee who is a Secular Trust Participant shall be the date specified in the application. 
 (3) (i) (A) Except as provided in
clause (B) of this ARTICLE I(k)(3)(i), 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 (i) the Grandfathered Benefit Equalization Retirement Allowance portion of the Benefit Equalization Combined Allowance or (ii) 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 IIA(5)(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 

  

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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. 
 (l) “Change in Circumstance” shall mean, with respect to a
Grandfathered Employee or Grandfathered Retired Employee who is a Secular Trust Participant: 
 (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: 
 (1) such spouse was the Beneficiary who is to receive an Optional Payment,
or 
 (2) the Grandfathered Employee or Grandfathered Retired Employee elected pursuant to ARTICLE IID(3) of the Plan to receive an Optional
Payment pursuant to ARTICLE I(aa)(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 Beneficiary within five (5) years of the filing of an application for change in Optional Payment method
pursuant to ARTICLE IID(3) or ARTICLE IIE(3) hereof. 
 (m) “Company” shall mean Altria Corporate Services, Inc. (now known
as Altria Client Services Inc.). Altria Client Services Inc. is the sponsor of the Plan. 
 (n) “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 for Plan years on and after January 1, 2007 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”. 
 (o) “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. 
 (p) “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 

  

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forfeiture (as defined in Treasury Regulation §1.83-3(c)) or a requirement to perform future services. 
 (q) “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) A John Middleton Employee; and 
 (ii) A TP Employee, but only with respect to those calendar years (2005, 2006 and 2007) in which he was a participant in such arrangement. 
 (r) “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 (i) that portion of the Benefit Equalization Combined Allowance that is the Grandfathered Benefit
Equalization Retirement Allowance, or (ii) that portion of the Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance of the Retired Grandfathered Employee. 
 (s) “Grandfathered Benefit Equalization Optional Payment Allowance” shall mean, with respect a Grandfathered Retired Employee who is a
Secular Trust Participant, (i) with respect to that portion of his Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance, or (ii) with respect to that portion of his 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 IIA4(d) of the
Retirement Plan and designated by the Grandfathered Retired Employee in his application for an Optional Payment under ARTICLE IID(3) 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. 
 (t) “Grandfathered Benefit Equalization Profit-Sharing Allowance” shall mean
(i) that portion of a Grandfathered Retired Employee’s Benefit Equalization Combined Allowance that is the Benefit Equalization Profit-Sharing Allowance, or (ii) that portion of a Grandfathered Retired Employee’s Benefit
Equalization Profit-Sharing Allowance that is the Benefit Equalization Profit-Sharing Allowance, in each case as of December 31, 2004, the right to which is Earned and Vested as of December 31, 2004, plus any future contributions to the


  

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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. 
 (u) “Grandfathered Benefit Equalization Retirement Allowance” shall mean the present value of (i) that portion of the Benefit Equalization Combined Allowance that is the Benefit Equalization
Retirement Allowance, or (ii) that portion of the Benefit Equalization Retirement Allowance, in each case 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 payment of such benefit on the earliest permissible date following termination of employment in the form with the greatest value, expressed
for purposes of this calculation as a single life annuity commencing at age 65; provided, however, that for any subsequent year such Grandfathered Benefit Equalization Retirement Allowance may increase to equal the present value of such portion of
his 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). In computing that portion of the Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization
Retirement Allowance of a Grandfathered Employee who is eligible for an Early Retirement Allowance, whether reduced or unreduced (but is not eligible for a Full or Deferred Retirement Allowance) under the Retirement Plan as of the Grandfathered
Employee’s Separation from Service, or, in the discretion of the Administrator, the end of the Grandfathered Employee’s policy severance, such Grandfathered Benefit Equalization Retirement Allowance shall be the Actuarial Equivalent of
that portion of the Grandfathered Employee’s Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance, computed as though such benefit were payable
under the terms of the Retirement Plan in the form of a Retirement Allowance commencing on the first day of the month coincident with or next following the Grandfathered Employee’s Separation from Service or, in the discretion of the
Administrator, the end of the Grandfathered Employee’s policy severance; provided, however, that solely for purposes of determining the early retirement factor to be applied in determining the Actuarial Equivalent of such benefit, the earliest
date on which the Grandfathered Employee shall be treated as being entitled to an unreduced benefit under the Retirement Plan for purposes of Exhibit 1 to the Retirement Plan shall be the earliest date on which the Grandfathered Employee would have
been entitled to an unreduced benefit if the Grandfathered Employee had voluntarily terminated employment on December 31, 2004. 
 (v)
“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 Benefit Equalization Retirement Allowance. 
 (w) “Grandfathered Employee” shall mean: 
  

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 (i) an Employee who is entitled to that portion of his Benefit Equalization Combined Allowance or Benefit
Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance that was Earned and Vested; or 
 (ii)
an Employee who is entitled to that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance, 
 and who, in either instance, is a participant in the executive trust or is a Secular Trust Participant. 
 (x) “Grandfathered Retired Employee” shall mean: 
 (i) a Grandfathered Employee who has retired and is eligible for that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization
Retirement Allowance that was Earned and Vested; and 
 (ii) a Grandfathered Employee who has retired and is eligible for that portion of his
Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance. 
 (y) “Gross After-Tax BEP Combined Allowance” shall be equal to the amount that would remain if income taxes (determined as if withholding for federal, state and local income taxes were effected at the
rates specified in Appendix 3), but disregarding any withholding for the TP Employee’s share of employment taxes, were withheld on the sum of (i) that portion of the TP Employee’s Benefit Equalization Combined Allowance that is the
Benefit Equalization Retirement Allowance and that is not the Grandfathered Benefit Equalization Retirement Allowance and (ii) that portion of the TP Employee’s Benefit Equalization Combined Allowance that is the Benefit Equalization
Profit-Sharing Allowance and that is not the Grandfathered Benefit Equalization Profit-Sharing Allowance. 
 (z) “Latest Payment
Date” shall mean the later of: 
 (i) December 31st of the year in which the Payment Date occurs, and 
 (ii) the fifteenth day of the third month following the Payment Date. 
 (aa) “Optional Payment” shall mean:

 (i) the following optional forms in which that portion of a Benefit Equalization Combined Allowance or Benefit Equalization Retirement
Allowance that is the Grandfathered Benefit Equalization Retirement Allowance of a Grandfathered Retired Employee who is a Secular Trust Participant may be paid: 
 (1) in equal monthly payments for the life of the Grandfathered Retired Employee, 
  

 11 








 (2) a Grandfathered Benefit Equalization Joint and Survivor Allowance, or 
 (3) a Grandfathered Benefit Equalization Optional Payment Allowance, and 
 (ii) in the case of that portion of a Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance of a Grandfathered
Employee or Grandfathered Retired Employee, any of the methods of distribution permitted under ARTICLE VII of the Profit-Sharing Plan (other than a Single Sum Payment payable at the BEP Benefit Commencement Date described in ARTICLE I(k)(2)(i)(A) of
the Plan) and in the event the Grandfathered Employee or Grandfathered Retired Employee dies before distribution of that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the
Grandfathered Benefit Equalization Profit-Sharing Allowance is made, commences to be made or is fully distributed, to his Beneficiary in accordance with the method of distribution designated by such Grandfathered Employee or Grandfathered Retired
Employee; provided however, that payment to a Beneficiary who is not the Spouse of the Grandfathered Employee or Grandfathered Retired Employee shall be made no later than one (1) year following the death of the Grandfathered Employee or
Grandfathered Retired Employee. 
 Any election to receive an Optional Payment with respect to any Allowance or Allowances under the Plan
shall be independent of any election with respect to benefits payable under the Retirement Plan, the Profit-Sharing Plan, or any other plan of a member of the Controlled Group. 
 (bb) “Payment Date” shall mean the first day of the third calendar month following the month in which the Employee Separates from
Service; provided, however, that in all cases of a Separation from Service other than on account of death, the Payment Date in the case of a Specified Employee shall be the first day of the calendar month following the date that is six
(6) months following the date that such Specified Employee Separates from Service. 
 (cc) “Plan” shall mean the
Benefit Equalization Plan described herein and in any amendments hereto. 
 (dd) “Profit-Sharing Plan” shall mean the
Deferred Profit-Sharing Plan for Salaried Employees, effective January 1, 1956 and as amended from time to time. 
 (ee)
“Qualified Plans” shall mean the Retirement Plan and the Profit-Sharing Plan. 
 (ff) “Retired Employee”
shall mean a former Employee who is eligible for or in receipt of, an Allowance. A Retired Employee shall cease to be such when he has received all of the Allowances payable to him under the Plan. 
 (gg) “Retired TP Employee” shall mean a former TP Employee who is eligible for or in receipt of, an Allowance pursuant to ARTICLE IIC of
the Plan. A Retired TP Employee shall cease to be such when he has received all of the Allowances payable to him under the Plan. 
  

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 (hh) “Retirement Plan” shall mean the Retirement Plan for Salaried Employees, effective
as of September 1, 1978, and as amended from time to time. 
 (ii) “Section 415 Limitations” shall mean: 
 (i) in the case of the Retirement Plan, the limitations on benefits applicable to defined benefit plans set forth in Section 415 of the Code and the
Treasury Regulations promulgated thereunder, and 
 (ii) in the case of the Profit-Sharing Plan, the limitations on contributions applicable
to defined contribution plans set forth in Section 415 of the Code and the Treasury Regulations promulgated thereunder. 
 (jj)
“Secular Trust Participant” shall mean a Grandfathered Employee who is identified as a Secular Trust Participant in Appendix 1. 
 (kk) “Separation from Service”, “Separates from Service” or “Separated from Service” shall each have the same meaning as the term “separation from service” in Treasury Regulation
§1.409A-1(h)(1); provided, however, that with respect to the payment of any Grandfathered Allowance that is not subject to Section 409A of the Code, such terms shall mean the date that the Employee terminated his services as an Employee
with his Participating Company and each other member of the Controlled Group. 
 (ll) “Single Sum Payment” shall mean
payment of a benefit or portion of a benefit in a single payment to a Retired Employee, or to the Spouse or other Beneficiary of an Employee, Deceased Employee or deceased Retired Employee. A Single Sum Payment shall be (i) the Actuarial
Equivalent of all or that portion of the Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance payable in equal monthly payments during a twelve (12) month period for the life of the Retired Employee, and
(ii) the Actuarial Equivalent of the (or portion of the) Benefit Equalization Survivor Allowance payable in equal monthly payments during a twelve (12) month period for the life of the Spouse of the Deceased Employee or deceased Retired
Employee, in each case using the actuarial principles and assumptions set forth in EXHIBIT A to the Plan; provided, however, that a Single Sum Payment with respect to a Grandfathered Employee who is a Secular Trust Participant shall equal the
greater of (i) the amount determined pursuant to the foregoing provisions of this Article I(ll) and (ii) the amount required to purchase a single life annuity (or, for purposes of Appendix 3, a Benefit Equalization Joint and
Survivor Allowance) equal to the benefit otherwise identified under the Plan from a licensed commercial insurance company, as determined in the sole discretion of the Administrator. 
 (i) A Single Sum Payment shall be the exclusive form of distribution of the Benefit Equalization Retirement Allowance, except with respect to 

(1) that portion of the Benefit Equalization Retirement Allowance derived solely from the Grandfathered Benefit Equalization Retirement Allowance and
that is payable to a Grandfathered Retired Employee who is only eligible for a Vested Retirement Allowance at his Separation from Service; and 
  

 13 








 (2) that portion of the Benefit Equalization Retirement Allowance derived solely from the Grandfathered
Benefit Equalization Retirement Allowance and that is payable to a Grandfathered Retired Employee who is a Secular Trust Participant who has timely elected to receive after his Date of Retirement that portion of his Benefit Equalization Retirement
Allowance equal to the Grandfathered Benefit Equalization Retirement Allowance in the form of an Optional Payment pursuant to ARTICLE IID(3) of the Plan and which election does not cease to be of any force and effect pursuant to
ARTICLE IID(3) of the Plan. 
 (ii) A Single Sum Payment shall be the exclusive form of distribution of the Benefit Equalization Combined
Allowance, except with respect to: 
 (1) that portion of the Benefit Equalization Combined Allowance derived solely from the Grandfathered
Benefit Equalization Retirement Allowance and that is payable to a Grandfathered Retired Employee who is only eligible for a Vested Retirement Allowance at his Separation from Service; and 
 (2) that portion of the Benefit Equalization Combined Allowance derived solely from the Grandfathered Benefit Equalization Retirement Allowance and that
is payable to a Grandfathered Retired Employee who has timely elected to receive after his Date of Retirement that portion of his Benefit Equalization Combined Allowance equal to the Grandfathered Benefit Equalization Retirement Allowance in the
form of an Optional Payment pursuant to ARTICLE IID(3) of the Plan and which election does not cease to be of any force and effect pursuant to ARTICLE IID(3) of the Plan. 
 (iii) A Single Sum Payment shall be the exclusive form of distribution of the Benefit Equalization Survivor Allowance, except with respect to that portion
of the Benefit Equalization Survivor Allowance derived solely from that portion of the Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable
to the Spouse of a Grandfathered Deceased Employee or the Spouse of a deceased Grandfathered Retired Employee. 
 (iv) A Single Sum Payment
shall be the exclusive form of distribution of the Benefit Equalization Profit-Sharing Allowance, except with respect to that portion of the Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the
Grandfathered Benefit Equalization Profit-Sharing Allowance payable to a Grandfathered Retired Employee who is a Secular Trust Participant who has timely elected to receive after his Date of Retirement 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 IIE(3) of the Plan. 
 (mm) “Specified Employee” shall have the meaning given in Treasury Regulation §1.409A-1(i). 
  

 14 








 (nn) “Statutory Limitations” shall mean: 
 (i) the Section 415 Limitations, and 
 (ii) the Compensation Limitation. 
 (oo) “Supplemental Enrollment Agreement” shall mean the most recent of any
Supplemental Employee Grantor Trust Enrollment Agreements and Supplemental Cash Enrollment Agreements between a TP Employee and a Participating Company or their affiliates or predecessors. 
 (pp) “Survivor Allowance Latest Payment Date” shall mean the later of: 
 (i) December 31st of the year in which the Survivor Allowance Payment Date occurs, or 
 (ii) the fifteenth day of the third
month following the Survivor Allowance Payment Date. 
 (qq) “Survivor Allowance Payment Date” shall mean the first day of
the third calendar month following the month in which the Deceased Employee or deceased Retired Employee died. 
 (rr) “TP
Employee” shall mean an Employee identified in Appendix I. 
 (ss) “Trust Account TP” shall mean the trust
subaccount established pursuant to a Employee’s Supplemental Enrollment Agreement and to which target payments have been credited. 
 (tt) “Trust Account TP Value” shall mean, 
 (i) with respect to a TP Employee for whom a Trust Account TP has been
established, the sum of the amounts credited to the TP Employee’s Assumed Trust Account TP and Trust Account TP as of the earlier of the date: 
 (1) on which the TP Employee’s Trust Account TP is terminated and distributed in accordance with the procedures established by the Administrator, 
 (2) that is 60 days after the TP Employee’s Separation from Service, or 
 (3) on which a Change in
Control occurs, and 
 (ii) with respect to a TP Employee for whom a Trust Account TP has not been established, the amounts credited to the TP
Employee’s Assumed Trust Account TP as of the earlier of the date: 
 (1) of the TP Employee’s Separation from Service, or

  

 15 








 (2) on which a Change in Control occurs, 
 in each case, reduced by the estimated amount of any taxes that would be attributable to income or assumed income from these accounts assuming
liquidation of the accounts as of the applicable determination date set out above, but which have not been paid or deducted from these accounts, calculated using the income tax rate assumptions set forth in Appendix 3 and disregarding any
withholding for the TP Employee’s share of employment taxes. 
 The masculine pronoun shall include the feminine pronoun unless the
context clearly requires otherwise. 
  

 16 








 ARTICLE II 
 BENEFIT EQUALIZATION RETIREMENT ALLOWANCES, BENEFIT 
 EQUALIZATION PROFIT-SHARING ALLOWANCES AND
BENEFIT 
 EQUALIZATION COMBINED ALLOWANCES 
  

	A.	Benefit Equalization Retirement Allowances and other benefits payable under this Plan shall be as follows: 

 (1) (a) Subject to the provisions of subparagraphs (b), (c), and (d) of this ARTICLE IIA(1), the Benefit Equalization Retirement Allowance with
respect to a Retired Employee who was not a TP Employee shall equal the sum of (i) and (ii) below: 
 (i) the amount by which the
Retirement Allowance under the Retirement Plan accrued to the Date of Retirement, if computed without regard to the Statutory Limitations, exceeds the amount of the Retirement Allowance actually payable under the Retirement Plan, plus 
 (ii) in the case of a Retired Employee who is eligible to receive an enhanced benefit under the Qualified Plan (such as a benefit payable pursuant to a
voluntary early retirement program or a shutdown benefit), but whose additional accrued benefit resulting solely from participation in such program or benefit may not be paid from the Qualified Plan because of the nondiscrimination requirements of
Section 401(a)(4) of the Code, or the coverage requirements of Section 410(b) of the Code, the amount of such additional accrued benefit payable to such Retired Employee solely as a result of his participation in such program or benefit.

 (b) In no event shall any increase in a Grandfathered Employee’s Benefit Equalization Retirement Allowance resulting
from an amendment to the Retirement Plan to add or remove a subsidized benefit, change the time and form of payment of the Benefit Equalization Retirement Allowance earned prior to the date of such amendment. 
 (c) In the event that all or any portion of the Benefit Equalization Retirement Allowance with respect to the Retired Employee described
in ARTICLE IIA(1)(a) of the Plan is paid in a Single Sum Payment in accordance with the provisions of ARTICLE IID prior to the Retired Employee’s Benefit Commencement Date under the Retirement Plan, the amount of such Benefit
Equalization Retirement Allowance shall equal the amount by which the Retirement Allowance under the Retirement Plan accrued to the Date of Retirement, if computed without regard to the Statutory Limitations, is reasonably estimated by the
Administrator to exceed the amount of the Retirement Allowance which is projected by the Administrator to be actually payable under the Retirement Plan. 
 (d) In the event that all or any portion of the Benefit Equalization Retirement Allowance with respect to a Retired Employee described in ARTICLE IIA(1)(a) of the Plan is paid in a Single Sum Payment in
accordance with the provisions of ARTICLE IID prior to the date the Retired Employee shall have specified on his application for 

  

 17 








 
retirement as the Benefit Commencement Date of his Retirement Allowance under the Retirement Plan, the Single Sum Payment shall be calculated based on the
assumption that the Retired Employee elected to receive a Retirement Allowance at his Unreduced Early Retirement Benefit Commencement Date or Unreduced Vested Retirement Benefit Commencement Date, as applicable to the Retired Employee. 

(e) If, as a result of the execution of a General Release Agreement (and not revoking it), (A) an Employee first obtains a legally
binding right to payment of an increase in his Benefit Equalization Retirement Allowance, (B) as of the first date the Employee obtains a legally binding right to such increase it is subject to a substantial risk of forfeiture (within the
meaning of Treasury Regulation §1.409A-1(d)), then the amount of such increase in the Benefit Equalization Retirement Allowance with respect to such Employee shall be the amount as set forth in the General Release Agreement and shall be payable
at the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(iv) of the Plan provided, however that no such increase in an Employee’s 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. The provisions of this paragraph are in lieu of, and not in addition to, the benefits provided pursuant to the provisions of
ARTICLE IIA(1)(a)(ii) of the Plan. 
 (2) (a) The Spouse of 
 (i) a Deceased Employee (other than a TP Employee), or 
 (ii) a deceased Retired Employee (other than a
deceased Retired TP Employee and a Grandfathered Retired Employee who is a Secular Trust Participant who made an election for a Grandfathered Benefit Equalization Optional Payment Allowance and designated a Beneficiary other than his Spouse) who has
died after his Date of Retirement and before his BEP Benefit Commencement Date, or 
 (iii) a Grandfathered Retired Employee who is a Secular
Trust Participant whose request for an Optional Payment pursuant to ARTICLE I(x)(i)(1) or (2) of the Plan with respect to that portion of his Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Allowance has
been granted by the Administrator, but who has died after his Date of Retirement and before his BEP Benefit Commencement Date, 
 shall, in
each case, be eligible to receive a Benefit Equalization Survivor Allowance. 
  

	B.	Benefit Equalization Profit-Sharing Allowances payable under this Plan shall be as follows: 

 (1) The Benefit Equalization Profit-Sharing Allowance with respect to an Employee who is not a TP Employee or a Match-Eligible Employee shall equal the
amounts which 

  

 18 








 
would have been credited, but were not credited to his Company Account as a result of the Statutory Limitations. 
 (2) The Benefit Equalization Profit-Sharing Allowance with respect to an Employee who is a Match-Eligible Employee, but who is not a TP Employee shall
equal the sum of (a) and (b) below: 
 (a) the amounts which would have been credited, but were not credited to his
Company Account as a result of the Statutory Limitations, plus 
 (b) the amount of Company Match Contributions that could not
be made to the Profit-Sharing Plan for a calendar year as a result of the Statutory Limitations, based on the percentage of Compensation that each Match-Eligible Employee had elected to make to the Profit-Sharing Plan for such calendar year.

 (3) The amounts credited pursuant to Article IIB(2)(a) shall be deemed credited on the same date as the Company Contribution is made to the
Profit-Sharing Plan. The amounts credited pursuant to Article IIB(2)(b) shall be deemed credited on January 1 immediately succeeding the calendar year for which such Company Match Contributions could not be made to the Profit-Sharing Plan. All
such amounts shall be deemed to have been invested in Part C of the Fund (as defined in the Profit-Sharing Plan) and valued in accordance with the provisions of the Profit-Sharing Plan. 
  

	C.	Benefit Equalization Combined Allowances payable under this Plan shall be as follows: 

 (1) (a) Subject to the provisions of subparagraphs (b), (c), and (d) of this ARTICLE IIC of the Plan, the Benefit Equalization Combined Allowance of a TP Employee shall be equal to the sum of clauses (i) and
(ii) and subject to the proviso in clause (iii): 
 (i) the amount by which the Full, Deferred, Early or Vested Retirement Allowance
under the Retirement Plan accrued to the Date of Retirement, expressed in the form of a Retirement Allowance, if computed without regard to the Statutory Limitations, exceeds the amount of the Full, Deferred, Early or Vested Retirement Allowance
actually payable under the Retirement Plan, expressed in the form of a Retirement Allowance. 
 (A) In computing the amount under Article
IIC(1)(a)(i) with respect to a TP Employee who is eligible for a Full, Deferred or Vested Retirement Allowance, but is not eligible for an Early Retirement Allowance as of the TP Employee’s Separation from Service or, if later, the end of the
TP Employee’s policy severance, such Full, Deferred or Vested Allowance shall equal the Actuarial Equivalent of the TP Employee’s Benefit Equalization Retirement Allowance (assuming that it is payable in monthly payments for the lifetime
of the Employee), computed as though such Allowance were payable under the terms of the Retirement Plan as a Retirement Allowance at the later of age sixty-five (65), or the age of the TP Employee at his Separation 

  

 19 








 
from Service or, if later, the end of the TP Employee’s policy severance. If such Allowance is to be paid in a Single Sum Payment, such Full, Deferred
or Vested Retirement Allowance shall equal the present value of such Allowance that would be payable to the former TP Employee as of the date he will attain the age of sixty-five (65), determined as of the first day of the month following the month
in which the former TP Employee Separated from Service (or died, in the case of a payment to the Spouse of the deceased TP Employee). 
 (B)
In computing the amount under Article IIC(1)(a)(i) with respect to a TP Employee who is eligible for an Early Retirement Allowance, whether reduced or unreduced, but is not eligible for a Full, Deferred or Vested Retirement Allowance, as of the TP
Employee’s Separation from Service or, if later, the end of the TP Employee’s policy severance, such Early Retirement Allowance shall be the Actuarial Equivalent of the TP Employee’s Benefit Equalization Retirement Allowance (assuming
that it is payable in monthly payments for the lifetime of the Employee), computed as though such Allowance were payable under the terms of the Retirement Plan as a Retirement Allowance commencing on the first day of the month coincident with or
next following the Employee’s Separation from Service, or, if later, at the end of the Employee’s policy severance. If such Allowance is to be paid in a Single Sum Payment, such Early Retirement Allowance shall equal the present value of
such Allowance that would be payable to the former TP Employee as of the first day of the month coincident with or next following the Employee’s Separation from Service, or, if later, at the end of the Employee’s policy severance date he
will attain the age of sixty-five (65), determined as of the first day of the month following the month in which the former TP Employee Separated from Service (or died, in the case of a payment to the Spouse of the deceased TP Employee); plus

 (ii) the amounts which would have been credited, but were not credited to his Company Account as a result of the Statutory Limitations;

 (iii) provided, however, that, that portion of a TP Employee’s Benefit Equalization Combined Allowance which is not his Grandfathered
Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance shall equal the amount of the TP Employee’s After-Tax BEP Combined Allowance converted to a pre-tax amount. Such pre-tax amount shall
equal an amount sufficient to cause the amount remaining after withholding of income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding
for the TP Employee’s share of employment taxes, to equal the After-Tax BEP Combined Allowance. 
  

 20 








 (iv) A sample calculation of a TP Employee’s Benefit Equalization Combined Allowance is set forth
in Appendix 4. 
 (b) In no event shall any increase in a TP Employee’s Benefit Equalization Combined Allowance resulting
from an amendment to the Retirement Plan to add or remove a subsidized benefit, change the time and form of payment of the Benefit Equalization Combined Allowance earned prior to the date of such amendment. 
 (c) In the event that all or any portion of the Benefit Equalization Combined Allowance with respect to the Grandfathered Retired Employee
described in ARTICLE IIC(1)(a) of the Plan is paid in a Single Sum Payment in accordance with the provisions of ARTICLE IID(1)(a) of the Plan prior to the TP Employee’s Benefit Commencement Date under the Retirement Plan, the amount
of such Benefit Equalization Combined Allowance that is allocable to the Benefit Equalization Retirement Allowance shall equal the amount by which the Retirement Allowance under the Retirement Plan accrued to the Date of Retirement, if computed
without regard to the Statutory Limitations, is reasonably estimated by the Administrator to exceed the amount of the Retirement Allowance which is projected by the Administrator to be actually payable under the Retirement Plan. 
 (d) In the event that all or any portion of the Benefit Equalization Combined Allowance with respect to a Retired TP Employee described in
ARTICLE IIC(1)(a) of the Plan is paid in a Single Sum Payment in accordance with the provisions of ARTICLE IID(1)(a) of the Plan prior to the date the Retired TP Employee shall have specified on his application for retirement as the
Benefit Commencement Date of his Retirement Allowance under the Retirement Plan, the Single Sum Payment shall be calculated based on the assumption that the Retired TP Employee elected to receive a Retirement Allowance at his Unreduced Early
Retirement Benefit Commencement Date or Unreduced Vested Retirement Benefit Commencement Date, as applicable to the Retired TP Employee. 
 (e) If, as a result of the execution of a General Release Agreement (and not revoking it), (A) a TP Employee first obtains a legally binding right to payment of an increase in his Benefit Equalization Combined
Allowance, (B) as of the first date the TP Employee obtains a legally binding right to such increase it is subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation §1.409A-1(d)), then the amount of such
increase in the Benefit Equalization Combined Allowance with respect to such TP Employee shall be the amount as set forth in the General Release Agreement and shall be payable at the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(iv) of
the Plan, provided, however that no such increase in a TP Employee’s Benefit Equalization Combined Allowance shall change either the time or form of payment of that portion of the TP Employee’s Benefit Equalization Combined Allowance
allocable to the Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance otherwise payable pursuant to the terms of the Plan. 
  

 21 








 (2) The Spouse of a TP Employee or deceased Grandfathered Retired Employee who dies before his Benefit
Equalization Combined Allowance is paid shall be eligible to receive that portion of the Grandfathered Employee’s or deceased Grandfathered Retired Employee’s Benefit Equalization Combined Allowance that is the Benefit Equalization
Survivor Allowance, provided that, with respect to that portion of his Benefit Equalization Combined Allowance allocable to his Grandfathered Benefit Equalization Retirement Allowance, the deceased Grandfathered Retired Employee did not make an
election for a Grandfathered Benefit Equalization Optional Payment Allowance and designated a Beneficiary other than his Spouse; and, provided, further, that with respect to that portion of his Benefit Equalization Combined Allowance allocable to
his Benefit Equalization Retirement Allowance that is not the Grandfathered Benefit Equalization Retirement Allowance, such Benefit Equalization Survivor Allowance shall be the amount calculated as follows: 
 (a) Determine the amount, if any, by which (i) the Grandfathered Employee’s Trust Account TP Value exceeds (ii) the amount calculated under
ARTICLE IIC(3)(a) below. 
 (b) If the TP Employee dies before terminating employment with the Controlled Group, determine one half of the
amount that would be that portion of the Grandfathered Employee’s Benefit Equalization Combined Allowance that is his Benefit Equalization Retirement Allowance that is not the Grandfathered Benefit Equalization Retirement Allowance if
(i) the TP Employee had survived and had a Separation from Service on his date of death and (ii) the term Benefit Equalization Joint and Survivor Allowance were substituted for the term Retirement Allowance in each place that such term
appears in ARTICLE IIA(1)(a) of the Plan. 
 (c) Determine the amount that would remain if income taxes (determined as if withholding for
federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, were withheld on the amount determined under ARTICLE
IIC(2)(b). 
 (d) If the TP Employee dies after terminating employment with the Controlled Group but before his BEP Benefit Commencement Date,
determine the amount that would remain if income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered
Employee’s share of employment taxes, were withheld on that portion of the Grandfathered Employee’s Benefit Equalization Combined Allowance that is his Benefit Equalization Retirement Allowance and that is not the Grandfathered Benefit
Equalization Retirement Allowance. 
 (e) The portion of the Benefit Equalization Survivor Allowance that is not the Grandfathered Benefit
Equalization Retirement Allowance shall equal an amount sufficient to cause the amount remaining after withholding of income taxes 

  

 22 








 
(determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding
for the Grandfathered Employee’s share of employment taxes, to equal, 
 (i) If the TP Employee dies before terminating employment with
the Controlled Group, the amount by which (i) the amount determined under ARTICLE IIC(2)(c) of the Plan exceeds (ii) the remaining Trust Account TP Value, if any, determined under ARTICLE IIC(2)(a) of the Plan; or 
 (ii) If the TP Employee dies after terminating employment with the Controlled Group but before his BEP Benefit Commencement Date, the amount by which
(i) the amount determined under ARTICLE IIC(2)(d) of the Plan exceeds (ii) the remaining Trust Account TP Value, if any, determined under ARTICLE IIC(2)(a) of the Plan. 
 (3) If a Grandfathered Employee dies before his Benefit Equalization Combined Allowance has been paid, the Grandfathered Employee’s Beneficiary shall
be eligible to receive that portion of his Benefit Equalization Combined Allowance allocable to his Benefit Equalization Profit-Sharing Allowance; provided that the portion of such Allowance that is not the Grandfathered Benefit Equalization
Profit-Sharing Allowance shall be in an amount calculated as follows: 
 (a) Determine the amount that would remain if income
taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, were withheld on
that portion of the Grandfathered Employee’s Benefit Equalization Profit-Sharing Allowance that is not the Grandfathered Benefit Equalization Profit-Sharing Allowance. 
 (b) Determine the amount, if any, by which (i) the amount determined under ARTICLE IIC(3)(a) exceeds (ii) the Grandfathered
Employee’s Trust Account TP Value. 
 (c) The portion of such Benefit Equalization Profit-Sharing Allowance that is not
the Grandfathered Benefit Equalization Profit-Sharing Allowance payable under this Article IIC(3) shall equal an amount sufficient to cause the amount remaining after withholding of income taxes (determined as if withholding for federal, state and
local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, to equal the amount, if any, determined under ARTICLE IIC(3)(b). 
 (4) The Beneficiary of a Grandfathered Retired Employee whose request for an Optional Payment in the form of a Grandfathered Benefit Equalization Optional
Payment Allowance has been granted by the Administrator, but who dies after his Date of Retirement and prior to his BEP Benefit Commencement Date shall be eligible to receive that portion of the Grandfathered Benefit Equalization Optional Payment
Allowance elected by the Grandfathered Retired Employee which is payable after the death of the Grandfathered Retired Employee. 
  

 23 








 (5) The Spouse of a Grandfathered Retired Employee whose request for an Optional Payment pursuant to
clauses (1) or (2) ARTICLE I(aa)(i) of the Plan with respect to that portion of his Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Allowance has been granted by the Administrator, but who dies after his Date
of Retirement and prior to his BEP Benefit Commencement Date, shall be eligible to receive a Benefit Equalization Survivor Allowance. 
  

	D.	BEP Benefit Commencement Date and termination of Benefit Equalization Combined Allowances and Benefit Equalization Retirement Allowances payable in the form of an Optional Payment:


 (1) (a) The Benefit Equalization Retirement Allowance payable pursuant to ARTICLE IIA(1)(a) of the Plan shall be
distributed in a Single Sum Payment on the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(i). If a Retired Employee described in ARTICLE IIA(1)(a) dies after his Date of Retirement and before payment of his Benefit Equalization
Retirement Allowance is paid in a Single Sum Payment, his Beneficiary shall receive a Single Sum Payment on the Benefit Commencement Date specified in ARTICLE I(k)(1)(i). 
 (b) Except as provided in ARTICLE IID(c)(3) below, the Benefit Equalization Combined Allowance payable pursuant to ARTICLE IIC(1) of
the Plan shall be distributed to a Grandfathered Retired Employee who is eligible for an Early, Full or Deferred Retirement Allowance in a Single Sum Payment on the Benefit Commencement Date specified in ARTICLE I(k)(1)(i). If the Grandfathered
Retired Employee dies after his Date of Retirement and before payment of his Benefit Equalization Combined Allowance is paid in a Single Sum Payment, his Beneficiary shall receive a Single Sum Payment on the Benefit Commencement Date specified in
ARTICLE I(k)(1)(i) of the Plan. 
 (c) The Benefit Equalization Combined Allowance payable pursuant to ARTICLE IIC(1) of
the Plan shall be distributed to a Grandfathered Retired Employee who is only eligible for a Vested Retirement Allowance at his Separation from Service, as follows: 
 (i) that portion of the Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Allowance shall be distributed in accordance with the Grandfathered Retired Employee’s BEP Benefit
Commencement Date described in ARTICLE I(k)(1)(iii) of the Plan and shall be paid in the same form of Optional Payment which the Grandfathered Retired Employee’s Vested Retirement Allowance is paid from the Retirement Plan; and 
 (ii) that portion of the Benefit Equalization Combined Allowance that is not the Grandfathered Benefit Equalization Allowance shall be distributed to the
Retired Employee in a Single Sum Payment on the Benefit Commencement Date specified in ARTICLE I(k)(1)(i) of the Plan. 
  

 24 








 (2) If any Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance payable
in a Single Sum Payment is paid after the Payment Date, interest (at a rate determined in the sole discretion of the Administrator) from the date the Retired Employee Separated from Service to the last day of the month preceding the month in which
payment is made, shall be added to the amount of the Benefit Equalization Retirement Allowance otherwise payable to the Retired Employee (or Spouse). 
 (3)    (a)     (i) A Grandfathered Retired Employee who is a Secular Trust Participant who is eligible to retire on a Full, Deferred or Early Retirement Allowance at his
Separation from Service may make application to the Administrator to receive an Optional Payment with respect to that portion of his Benefit Equalization Combined Allowance allocable to his Grandfathered Benefit Equalization Retirement Allowance in
lieu of the Single Sum Payment otherwise payable after his Date of Retirement. The application for an Optional Payment shall specify: 
 (ii)
the form in which such Optional Payment is to be paid; 
 (iii) the Beneficiary, if any, who will receive benefits after the death of the
Grandfathered Retired Employee; and 
 (iv) the BEP Benefit Commencement Date. 
 (b) In the case of a Grandfathered Retired Employee who eighteen (18) months prior to attaining the age of sixty-five (65) years
could be compulsorily retired by his Participating Company upon attaining the age of sixty-five (65) years pursuant to Section 12(c) of the Age Discrimination in Employment Act, any application for an Optional Payment must be filed with
the Administrator more than one (1) year preceding the date the Grandfathered Retired Employee attains the age of sixty-five (65) years. 
 (c) The Administrator may grant or deny any such application in its sole and absolute discretion. Except as provided in Subparagraphs (d)(i) and (f) of this ARTICLE IID, a Grandfathered Retired Employee
shall not receive that portion of his Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance in the form of a Single Sum Payment after the Administrator has granted the Grandfathered Retired
Employee application for an Optional Payment. In the event the Grandfathered Retired Employee incurs a Change in Circumstance on or after the date of the filing of the application for an Optional Payment and prior to his BEP Benefit Commencement
Date, the Grandfathered Retired Employee may file an application with the Administrator within ninety (90) days of the Change in Circumstance, but in no event later than his BEP Benefit Commencement Date, to change the form of Optional Payment,
or to change the Beneficiary who is to receive a benefit after the death of the Grandfathered Retired Employee in accordance with the Optional Payment method originally filed with the Administrator. 
 (d) An application for an Optional Payment shall be of no force and effect if: 
 (i) the Grandfathered Retired Employee does not retire on a Full, Deferred or Early Retirement Allowance; 
  

 25 








 (ii) the Grandfathered Retired Employee incurs a disability at any time before the date his Optional
Payment commences to be made which causes him to be eligible for benefits under the Long-Term Disability Plan for Salaried Employees; or 
 (iii) the Grandfathered Retired Employee is retired for ill health or disability under ARTICLE IIA 3(a) of the Retirement Plan. 
 (e) In the event the application for an Optional Payment is of no force and effect as a result of an event described in clauses (ii) or (iii) of ARTICLE IID(3)(d) of the Plan, payment of that portion of
the Grandfathered Retired Employee’s Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance shall be made in a Single Sum Payment pursuant to ARTICLE I(k)(1) of the Plan on the Payment Date,
but not later than the Latest Payment Date, but otherwise such application for an Optional Payment shall be effective on the Grandfathered Retired Employee’s Date of Retirement on a Full, Deferred or Early Retirement Allowance and the
Grandfathered Retired Employee’s benefits shall commence on the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(ii)(A) of the Plan; provided, however, that if within the one (1) year period following the date of the filing of
the application with the Administrator the Grandfathered Retired Employee voluntarily retires or his employment is terminated for misconduct (as determined by the Administrator) by any member of the Controlled Group, the Optional Payment shall be
reduced by one percent (1%) for each month (or portion of a month) by which the month in which the Grandfathered Retired Employee’s termination of employment precedes the first anniversary of the filing of the application with the
Administrator and his benefits shall commence in the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(ii)(B) of the Plan. 
 (f) If a Grandfathered Retired Employee whose request for an Optional Payment in the form of a Grandfathered Benefit Equalization Optional Payment Allowance has been granted by the Administrator dies after his Date of Retirement and prior
to his BEP Benefit Commencement Date, his Beneficiary shall be eligible to receive that portion of the Grandfathered Benefit Equalization Optional Payment Allowance elected by the Grandfathered Retired Employee which is payable after the death of
the Grandfathered Retired Employee. 
 (g) Notwithstanding the preceding provisions of this Paragraph D, 
 (i) the Administrator may cause the distribution of that portion of the Benefit Equalization Combined Allowance that is the Grandfathered Benefit
Equalization Retirement Allowance to any group of similarly situated Grandfathered Retired Employees (or their Spouses or other Beneficiaries) in a Single Sum Payment or as an Optional Payment; and 
 (ii) the Administrator shall distribute that portion of an Employee’s Benefit Equalization Combined Allowance that is the Grandfathered Benefit
Equalization Retirement Allowance in a Single Sum Payment if 

  

 26 








 
such portion of the Benefit Equalization Combined Allowance payable in equal monthly payments is not more than $250 per month. 
 (4) The Benefit Equalization Survivor Allowance payable pursuant to ARTICLE IIA(2)(a) and ARTICLE IIC(2) of the Plan shall be paid in a Single Sum
Payment on the BEP Benefit Commencement Date described in ARTICLE I(k)(3)(i)(A) provided, however, that the portion of the Benefit Equalization Survivor Allowance that is derived from the Grandfathered Benefit Equalization Retirement Allowance shall
be paid on the BEP Benefit Commencement Date described in ARTICLE I(k)(3)(i)(B). 
  

	E.	Commencement and termination of Benefit Equalization Profit-Sharing Allowances: 

 (1) The Benefit Equalization Profit-Sharing Allowance payable pursuant to ARTICLE IIB(1) of the Plan shall be distributed to the Retired Employee in a Single Sum Payment on the Payment Date, but not later than the
Latest Payment Date, unless, solely in the case of a Grandfathered Retired Employee, the Administrator has approved his election to have distribution of that portion of his Benefit Equalization Combined Allowance or Benefit Equalization
Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance made in accordance with ARTICLE IIE(3) of the Plan. 
 (2) If an Employee or Retired Employee dies before his Single Sum Payment has been paid and without having the approval by the Administrator for payment of that portion of his Benefit Equalization Combined Allowance
or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance in the form of an Optional Payment, the Single Sum Payment otherwise payable to the Employee or Retired Employee shall be paid
to his Beneficiary on the Payment Date, but not later than the Latest Payment Date. 
 (3)   (a) A Grandfathered Employee who is a
Secular Trust Participant may make an application to the Administrator to receive an Optional Payment with respect to that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the
Grandfathered Benefit Equalization Profit-Sharing Allowance in lieu of the Single Sum Payment otherwise payable to him on the Benefit Commencement Date specified in ARTICLE I(k)(2) after he becomes a Grandfathered Retired Employee. The application
for an Optional Payment shall specify: 
 (i) the form in which such Optional Payment is to be paid; and 
 (ii) the Beneficiary who will receive the balance of that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing
Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance after the death of the Grandfathered Employee or Grandfathered Retired Employee. 
 (b) In the case of a Grandfathered Employee who eighteen (18) months prior to attaining the age of sixty-five (65) years could
be compulsorily retired by his Participating Company upon attaining the age of sixty-five (65) years pursuant to Section 12(c) of the Age Discrimination in Employment Act, any application for an Optional 

  

 27 








 
Payment must be filed with the Administrator more than one (1) year preceding the date the Grandfathered Employee attains the age of sixty-five
(65) years. 
 (c) The Administrator may grant or deny any such application in its sole and absolute discretion. A
Grandfathered Employee shall not receive that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance in the form of a Single Sum
Payment after the Administrator has granted the Grandfathered Employee’s application for an Optional Payment. In the event the Grandfathered Employee or Grandfathered Retired Employee has elected to receive his Optional Payment over the joint
life expectancies of he and his Beneficiary and incurs a Change in Circumstance described in ARTICLE I(l)(ii), ARTICLE I(l)(iii), or ARTICLE I(l)(iv) of the Plan on or after the date of the filing of the application and prior to the date his
Optional Payment commences to be paid, the Grandfathered Employee or Grandfathered Retired Employee may file an application with the Administrator within ninety (90) days of the Change in Circumstance, but in no event later than the date his
Optional Payment is scheduled to commence to be paid to designate a new Beneficiary or elect to receive his Optional Payment over the life expectancy of the Grandfathered Employee or Grandfathered Retired Employee. 
 (d) If within the one (1) year period following the date of the filing of the application for an Optional Payment with the
Administrator, the Grandfathered Employee voluntarily retires (other than for ill health, disability or hardship under ARTICLE IIA (3)(a) of the Retirement Plan), voluntarily terminates his employment with his Participating Company (other than
for a disability which causes him to be eligible for benefits under the Long-Term Disability Plan for Salaried Employees), or his employment is terminated for misconduct (as determined by the Administrator) by any member of the Controlled Group, the
Optional Payment shall be reduced in the same manner as specified in ARTICLE IID(3)(e) hereof. 
 (e) If a Grandfathered
Retired Employee dies after he Separates from Service and prior to the date his Grandfathered Benefit Equalization Profit-Sharing Allowance is paid or commences to be paid, payment shall be made to his Beneficiary commencing in the form and on the
date specified in the application. 
 (4) Notwithstanding the preceding provisions of this Paragraph E, 
 (a) the Administrator may cause the distribution of that portion of the Benefit Equalization Combined Allowance or Benefit Equalization
Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance to any group of similarly situated Beneficiaries in a Single Sum Payment or as an Optional Payment; and 
 (b) the Administrator shall distribute a Grandfathered Employee’s or Grandfathered Retired Employee’s Benefit Equalization
Profit-Sharing Allowance in a Single Sum Payment if the value of such Benefit Equalization Profit-Sharing Allowance is not more than $10,000. 
  

 28 









	F.	Application or Notification for Payment of Allowances: 

 An
application for retirement pursuant to ARTICLE IIB of the Retirement Plan shall be deemed notification to the Administrator of the BEP Benefit Commencement Date of a Benefit Equalization Retirement Allowance, Benefit Equalization Combined Allowance
(or other benefit) in accordance with the terms of this Plan. In the event a Grandfathered Employee shall not have elected an Optional Payment method with respect to his Grandfathered Benefit Equalization Retirement Allowance, any such notification
shall specify the Beneficiary to whom payment of the Single Sum Payment shall be made in the event the Employee dies after his Date of Retirement and prior to his BEP Benefit Commencement Date. 
 An Employee or Retired Employee (or Beneficiary) shall make application to the Administrator (or his delegate) for distribution of Benefit Equalization
Profit-Sharing Allowance under this Plan. 
  

	G.	Allocation of Payments 

 The Administrator may use any
reasonable method, as determined in his sole discretion, to designate amounts paid under the Plan to a TP Employee (or Spouse or other Beneficiary) as a Benefit Equalization Retirement Allowance (other than that portion that is the Grandfathered
Benefit Equalization Retirement Allowance) and Benefit Equalization Profit-Sharing Allowance (other than that portion that is the Grandfathered Benefit Equalization Profit-Sharing Allowance) and to allocate benefits among the plans, programs and
arrangements that constitute the Plan as described herein. 
  

 29 








 ARTICLE III  
 FUNDS FROM WHICH ALLOWANCES ARE PAYABLE 
 Individual accounts shall be established for the
benefit of each Employee and Retired Employee (or Beneficiary) under the Plan. Any benefits payable from an individual account shall be payable solely to the Employee, Retired Employee (or Beneficiary) for whom such account was established. The Plan
shall be unfunded. All benefits intended to be provided under the Plan shall be paid from time to time from the general assets of the Employee’s or Retired Employee’s Participating Company and paid in accordance with the provisions of the
Plan; provided, however, that the Participating Companies reserve the right to meet the obligations created under the Plan through one or more trusts or other agreements. In no event shall any such trust or trusts be outside of the United States.
The contributions by each Participating Company on behalf of its Employees and Retired Employees to the individual accounts established pursuant to the provisions of the Plan, whether in trust or otherwise, shall be in an amount which such
Participating Company, with the advice of an actuary, determines to be sufficient to provide for the payment of the benefits under the Plan. 
  

 30 








 ARTICLE IV  
 THE ADMINISTRATOR 
 The general administration of the Plan shall be vested in the
Administrator. 
 All powers, rights, duties and responsibilities assigned to the Administrator under the Retirement Plan applicable to this
Plan shall be the powers, rights, duties and responsibilities of the Administrator under the terms of this Plan, except that the Administrator shall not be a fiduciary (within the meaning of Section 3(21) of ERISA) with respect to any portion
or all of the Plan which is intended to be exempt from the requirements of ERISA pursuant to Section 4(b)(5) of ERISA or which is described in Section 401(a)(1) of ERISA and exempt from the requirements of Part 4 of Title I of ERISA.

  

 31 








 ARTICLE V 
 AMENDMENT AND  
 DISCONTINUANCE OF THE PLAN 
 The Board may, from time to time, and at any time, amend the Plan; provided, however, that authority to amend the Plan is delegated to the following
committees or individuals where approval of the Plan amendment or amendments by the shareholders of Altria Group, Inc. is not required: (1) to the Corporate Employee Benefit Committee, if the amendment (or amendments) will not increase the
annual cost of the Plan by $10,000,000 and (2) to the Administrator, if the amendment (or amendments) will not increase the annual cost of the Plan by $500,000. 
 Any amendment to the Plan may effect a substantial change in the Plan and may include (but shall not be limited to) any change deemed by the Company to be necessary or desirable to obtain tax benefits under any
existing or future laws or rules or regulations thereunder; provided, however, that no such amendment shall deprive any Employee, Retired Employee (or Beneficiary) of any Allowances accrued at the time of such amendment. 
 The Plan may be discontinued at any time by the Board; provided, however, that such discontinuance shall not deprive any Employee, Retired Employee (or
Beneficiary) of any Allowances accrued at the time of such discontinuance. 
  

 32 








 ARTICLE VI 
 FORMS; COMMUNICATIONS 
 The Administrator shall provide such appropriate forms as it may deem
expedient in the administration of the Plan and no action to be taken under the Plan (for which a form is so provided) shall be valid unless upon such form. Any Plan communication may be made by electronic medium to the extent allowed by applicable
law. The Administrator may adopt reasonable procedures to enable an Employee or Retired Employee to make an election using electronic medium (including an interactive telephone system and a website on the Intranet). 
 All communications concerning the Plan shall be in writing addressed to the Administrator at such address as may from time to time be designated. No
communication shall be effective for any purpose unless received by the Administrator. 
  

 33 








 ARTICLE VII 
 INTERPRETATION OF PROVISIONS 
 The Administrator shall have the full power and authority to
grant or deny requests for payment of a Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance in accordance with a form of distribution authorized under the Retirement Plan and to grant or deny requests for payment of
a Benefit Equalization Profit-Sharing Allowance in accordance with a form of distribution authorized under the Profit-Sharing Plan to the extent permitted under Code §409A. The Management Committee for Employee Benefits shall have the full
power and authority to grant or deny requests for payment of a Benefit Equalization Retirement Allowance, Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance by the Administrator. 
 The Administrator shall have full power and authority with respect to all other matters arising in the administration, interpretation and application of
the Plan, including discretionary authority to construe plan terms and provisions, to determine all questions that arise under the Plan such as the eligibility of any employee of a Participating Company to participate under the Plan; to determine
the amount of any benefit to which any person is entitled to under the Plan; to make factual determinations and to remedy any ambiguities, inconsistencies or omissions of any kind. 
 The Plan is intended to comply with the applicable requirements of Section 409A of the Code. Accordingly, where applicable, this Plan shall at all
times be construed and administered in a manner consistent with the requirements of Section 409A of the Code and applicable regulations without any diminution in the value of benefits. 
  

 34 








 ARTICLE VIII 
 CHANGE IN CONTROL PROVISIONS 
  

	A.	In the event of a Change in Control, each Employee shall be fully vested in his Allowances and any other benefits accrued through the date of the Change in Control (“Accrued
Benefits”). Each Employee (or his Beneficiary) shall, upon the Change in Control, be entitled to a lump sum in cash, payable within thirty (30) days of the Change in 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 in Control. 

  

	B.	Definition of Change in Control. 

 “Change in
Control” shall mean the happening of any of the following events with respect to a Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance: 
 (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,
and 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 Altria
Group, Inc. (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of Altria Group, Inc. 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 in Control: (i) any acquisition directly from Altria Group, Inc., (ii) any acquisition by Altria Group, Inc., (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by Altria Group, Inc. or any corporation controlled by Altria Group, Inc. 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, constitute
the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by
Altria Group, Inc.’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or 
 (3) Approval by the shareholders of Altria Group, Inc. of a reorganization, merger,
share exchange or consolidation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination 

  

 35 








 
beneficially own, directly or indirectly, more than 80% of, respectively, the then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such
transaction owns Altria Group, Inc. through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any employee benefit plan (or related trust) of Altria Group, Inc. or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 
 (4) Approval by the
shareholders of Altria Group, Inc. of (i) a complete liquidation or dissolution of Altria Group, Inc. or (ii) the sale or other disposition of all or substantially all of the assets of Altria Group, Inc., other than to a corporation, with
respect to which following such sale or other disposition, (A) more than 80% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) less than 20% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by any Person (excluding any employee benefit plan (or related trust) of Altria Group, Inc. or such
corporation), except to the extent that such Person owned 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the sale or disposition and (C) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of assets of Altria Group, Inc. or were elected,
appointed or nominated by the Board. 
 “Change in Control” shall mean the happening of any of the events specified in Treasury
Regulation §1.409A-3(i)(5)(v), (vi) and (vii) with respect to a Benefit Equalization Retirement Allowance, Benefit Equalization Profit-Sharing Allowance and that portion of a Benefit Equalization Combined Allowance that is not a
Grandfathered Benefit Equalization Retirement Allowance and that portion of a Benefit Equalization Combined Allowance that is not a Grandfathered Benefit Equalization Profit-Sharing Allowance. For purposes of determining if a Change in Control has
occurred, the Change in Control event must relate to a corporation identified in Treasury Regulation §1.409A-3(i)(5)(ii), provided, however, that (i) the spin-off of 

  

 36 








 
the shares of Philip Morris International Inc. to the shareholders of Altria Group, Inc. shall not be considered to be a Change in Control and (ii) any
change in the Incumbent Board coincident with such spin-off shall not be considered to be a Change in Control. 
  

 37 








 EXHIBIT A 
 BENEFIT EQUALIZATION PLAN 
 ACTUARIAL ASSUMPTIONS USED TO CALCULATE A SINGLE SUM PAYMENT

 INTEREST RATE: The average of the monthly rate of interest specified in Section 417(e)(3)(A)(ii)(II) of the Code, but published
for 24 months preceding the Employee’s Date of Retirement, less 1/2 of 1%. 
 MORTALITY ASSUMPTION: The mortality table specified in
Section 417(e)(3)(A)(ii)(I) of the Code and Section 1.417(e)-1(c)(2) of the Treasury Regulations (currently the table prescribed in Revenue Ruling 2001-62). 
  

 38 








 APPENDIX 1 
 TP EMPLOYEES 
  

	(1)	Martin Barrington 


	(2)	Timothy Beane 


	(3)	Kevin P. Benner 


	(4)	David R. Beran 


	(5)	Nancy Brennan 


	(6)	Peter C. Faust 


	(7)	Christopher L. Irving 


	(8)	Craig A. Johnson 


	(9)	Denise Keane 


	(10)	Douglas B. Levene 


	(11)	Henry P. Long, Jr. 


	(12)	John J. Mulligan 


	(13)	John R. Nelson, Jr. 


	(14)	Peter P. Paoli 


	(15)	Daniel W. Riegel 


	(16)	Nancy S. Rights 


	(17)	Alex T. Russo 


	(18)	Brian Schuyler 


	(19)	Steven P. Seagriff 


	(20)	John M. Spera 


	(21)	Michael E. Szymanczyk 


	(22)	Linda Warren 


	(23)	Ross M. Webster 


	(24)	Howard A. Willard, III 

  

 39 








 APPENDIX 2 
 BENEFIT FOR MICHAEL SZYMANCZYK 
 The Benefit Equalization Combined Allowance of Mr. Szymanczyk shall be
calculated as described in ARTICLE IIC(1) of the Plan, as supplemented by the letter agreement set forth below, provided, however, that in no event shall the present value of defined benefits that can be paid at any age to him exceed thirty million
dollars ($30,000,000). 
 Should Mr. Szymanczyk continue employment until age 55, or, if prior to age 55, suffer a Termination Event as defined in his
2002 Letter Agreement, he would be credited with an additional 5 years of service for all purposes, and receive his retirement benefit without any actuarial reduction for early commencement. To the extent he continues employment beyond age 55, he
will also be credited with 2 years of service for each year of service until age 60. 
 Further, should he die or become disabled prior to attaining age 55,
he or his spouse would be entitled to receive a pension benefit enhancement based on adding 5 years to his actual service as of the date of death or disability. In addition, (1) if he becomes disabled prior to age 55, he will be entitled to
receive an immediate Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement; (2) if he dies prior to age 55, his spouse will be entitled to receive, commencing as of the date he would have
attained age 55, the survivor portion of an Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement; and (3) should he die on or after attaining age 55 and prior to retirement, his spouse
would be entitled to receive the survivor portion of an immediate Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement. 
 The Supplemental Retirement Allowance shall be reduced as prescribed pursuant to Article II, Section C of the Supplemental Management Employees’ Retirement Plan, by the Actuarial Equivalent value of any benefits
payable to him under other retirement benefits to which the Company contributed for like service. 
 SIGNED BY GEOFFREY C.
BIBLE 
 CHAIRMAN AND CHIEF EXECUTIVE OFFICER 
 DATED: JULY 26, 2002 
  

 40 








 APPENDIX 3 
 TAX ASSUMPTIONS 
 Federal income tax rate: The highest marginal Federal income tax rate as
adjusted for the Federal deduction of state and local taxes and the phase out of Federal deductions under current law (or as adjusted under any subsequently enacted similar provisions of the Internal Revenue Code). 
 State income tax rate: Except with respect to additional benefits attributable to the provisions of a Grandfathered Employee’s Designation of
Participation, the highest adjusted marginal state income tax rate based on a Grandfathered Employee’s state of residence on the date of the Grandfathered Employee’s Separation from Service. With respect to those additional benefits that
are attributable to the provisions of a Grandfathered Employee’s Designation of Participation, the highest marginal state income tax rate based on the state in which the Grandfathered Employee is or was employed by a Participating Company on
the date of his Separation from Service. 
 Local income tax rate: Except with respect to additional benefits attributable to
the provisions of a Grandfathered Employee’s Designation of Participation, the highest adjusted marginal local income tax rate (taking into account the Grandfathered Employee’s resident or nonresident status) based on the Grandfathered
Employee’s locality of residence on the date of the Grandfathered Employee’s Separation from Service. With respect to those additional benefits that are attributable to the provisions of a Grandfathered Employee’s Designation of
Participation, the highest marginal state income tax rate (taking into account the Grandfathered Employee’s resident or nonresident status) based on the locality in which the Grandfathered Employee is or was employed by a Participating Company
on the date of his Separation from Service. 
 Exception: In the case of a Grandfathered Employee who is an expatriate actively
employed by a Participating Company and subject to United States taxation for all purposes, income taxes shall generally be computed as follows: Expatriate taxes will be calculated assuming the highest marginal Federal income tax rate as adjusted
for the Federal deduction of state and local taxes and the phase-out of Federal deductions under current law (or as adjusted under any subsequently enacted similar provisions of the Code). The applicable state and local tax rates will be adjusted to
reflect a Grandfathered Employee’s expatriate status to the extent appropriate. 
 Capital Gains: The ordinary income or capital
gains character of items of trust investment income or deemed investment income shall be taken into account as relevant. 
 The above
principles shall generally be applied in determining tax-rate assumptions for the relevant purpose, but the Administrator shall have the authority in its discretion to alter the assumptions made as deemed appropriate to take into account particular
facts and circumstances. 
  

 41 








 APPENDIX 4 
 CALCULATION OF BENEFIT 
 ETA PARTICIPANT 
 1. Calculate Pension benefit payable in form of single life annuity as of Normal Retirement Date, based on benefit earned to: 
  

	 	•	 	 December 31, 2004 (Grandfathered Benefit) 


  

	 	•	 	 December 31, 2007 (End of Target Payment Program) 


  

	 	•	 	 Date of retirement/termination 


 2. As of each of the
above three dates allocate benefits between the qualified plan and the BEP 
  

	a.	Determine Qualified Plan Benefit payable at Normal Retirement Date 

  

	b.	Determine entire (Unlimited) benefit payable at Normal Retirement Date 

  

	c.	Determine portion payable from BEP (Subtract 2a from 2b) 

  

	d.	Apply early retirement factor 

  

	 	•	 	 For terminations prior to age 55, use age 55 factor (.40) 


  

	 	•	 	 For terminations on or after age 55, use expected retirement age 


  

	 	•	 	 Use early retirement factor for Grandfathered Benefit based on age on 12/31/04 


  

	e.	Determine BEP benefit at Benefit Commencement Date 

  

	 	•	 	 For terminations prior to age 55, assume age 55 


  

	 	•	 	 For terminations on or after age 55, use expected retirement age 


 3. Calculate “top-up” payment for Grandfathered Benefits from funding account 
  

	a.	Determine applicable early retirement factor (using employee’s age on 12/31/04 and assuming, in the case of an employee under age 55 at termination, that he/she will elect to
receive benefits at age 55 

  

	b.	Calculate Grandfathered Benefit with early retirement factor growth (each Item 1 times 3a). 

  

	c.	Calculate lump sum value payable at age 55 on a before-tax and after-tax basis 

  

	d.	Ascertain Grandfathered Deferred Profit-Sharing BEP balance (deemed to be distributed at termination of employment) 

  

	 	•	 	 Use balance as of most recent year end 


  

	 	•	 	 Add any contributions (Company and Company-Match), plus earnings 


  

	 	•	 	 Ascertain after-tax value 


  

	e.	Calculate “top-up” payment for Grandfathered Benefit from funding account 

  

	 	i.	Ascertain estimated funding account balance at termination of employment (after-tax) 

  

	 	ii.	Subtract funding account assets used to satisfy Grandfathered DPS BEP (Item 3d) 

  

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	 	iii.	Determine if any “top-up” payment needed to satisfy any remaining Grandfathered DPS BEP liability (after-tax) 

  

	 	iv.	Balance of any funding account assets to be used for future Grandfathered Pension BEP (assumed to be at age 55) 

  

	 	v.	Balance as of date of termination and projected to age 55 

  

	 	vi.	Determined on pre-tax and after-tax basis 

  

	 	•	 	 Ascertain pre-tax and after-tax lump sum value of Grandfathered Pension BEP at age 55 


  

	 	•	 	 Subtract 3(e)(iv) (after-tax) from 3c (after-tax) 


 4. Ascertain Post 2004 BEP Pension and DPS Plan Benefit 
  

	 	i.	As of December 31, 2004 ($0); and 

  

	 	ii.	As of date of termination 

  

	 	iii.	Compute as annuity and pre-tax and after-tax lump sum values 

  

	a.	Estimate Post 2004 DPS BEP Account as of date of termination 

  

	 	i.	total hypothetical BEP DPS contributions made via target payments in 2006, 2007 and 2008) and add earnings 

  

	 	ii.	convert to after-tax amount 

  

	 	iii.	add post-target payment DPS BEP contributions and convert to after-tax amount 

  

	 	iv.	Total 4(a)(ii) and 4(a)(iii) to determine Post 2004 DPS BEP Account 

  

	b.	Determine total Post 2004 BEP Pension and DPS Plan Benefit as of date of termination for top-up payment 

  

	 	i.	Sum of 4(ii) and 4(a)(iv) equals 4(b) 

  

	 	ii.	Ascertain estimated target payment account balance (after-tax) 

  

	 	iii.	Subtract 4(b)(ii) from 4(b)(i) to ascertain estimated top-up payment 

  

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