Supplemental Management Employees' Retirement Plan



 Exhibit 10.31 
 SUPPLEMENTAL MANAGEMENT EMPLOYEES’ RETIREMENT PLAN 
 Effective October 1, 1987 
 (As amended and in effect as of January 1, 2008) 
  
  
  
  
 (Adopted on 
 December 23, 2008) 







 TABLE OF CONTENTS 
  

					
	 	  	 	    	 Page

	 PREAMBLE
	    	1
		
	 ARTICLE I DEFINITIONS
	    	2
			
	 (a)
	  	Accredited Service	    	2
	 (b)
	  	Actuarial Equivalent	    	2
	 (c)
	  	Administrator	    	2
	 (d)
	  	Allowances	    	2
	 (e)
	  	Appointee	    	2
	 (f)
	  	Beneficiary	    	3
	 (g)
	  	Benefit Equalization Plan	    	4
	 (h)
	  	Change in Circumstance	    	4
	 (i)
	  	Change of Control	    	5
	 (j)
	  	Chief Executive Officer	    	7
	 (k)
	  	Company	    	7
	 (l)
	  	Compensation	    	7
	 (m)
	  	Deceased Participant	    	8
	 (n)
	  	Deceased Retired Participant	    	8
	 (o)
	  	Earned and Vested	    	8
	 (p)
	  	Employee	    	8
	 (q)
	  	Exchange Act	    	8
	 (r)
	  	Grandfathered Deceased Participant	    	8
	 (s)
	  	Grandfathered Deceased Retired Participant	    	8
	 (t)
	  	Grandfathered Participant	    	8
	 (u)
	  	Grandfathered Retired Participant	    	9
	 (v)
	  	Grandfathered Supplemental Retirement Allowance	    	9
	 (w)
	  	Grandfathered Supplemental Survivor Allowance	    	9
	 (x)
	  	Grandfathered Supplemental SIB Allowance	    	10
	 (y)
	  	Latest Payment Date	    	10
	 (z)
	  	Optional Payment	    	11
	 (aa)
	  	Other Plan	    	11
	 (bb)
	  	Participant	    	12
	 (cc)
	  	Payment Date	    	12
	 (dd)
	  	Plan	    	12
	 (ee)
	  	Profit-Sharing Plan	    	12
	 (ff)
	  	Retired Participant	    	12
	 (gg)
	  	Salaried Retirement Plan	    	12
	 (hh)
	  	Secular Trust Participant	    	13
	 (ii)
	  	Separation from Service, Separates from Service or Separated from Service	    	13
	 (jj)
	  	Single Sum Payment	    	13
	 (kk)
	  	SMERP Benefit Payment Date	    	14
	 (ll)
	  	Specified Employee	    	16

  

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	 (mm)
	  	Supplemental Joint and Survivor Allowance	    	16
	 (nn)
	  	Supplemental Optional Payment Allowance	    	16
	 (oo)
	  	Supplemental Profit-Sharing Allowance or Profit-Sharing Allowance	    	17
	 (pp)
	  	Supplemental Retirement Allowance	    	17
	 (qq)
	  	Supplemental SIB Allowance Payment Date	    	17
	 (rr)
	  	Supplemental Survivor Allowance	    	17
	 (ss)
	  	Supplemental Survivor Allowance Payment Date	    	17
	 (tt)
	  	Supplemental SIB Allowance	    	18
	 (uu)
	  	Survivor Income Benefit Plan	    	18
	 (vv)
	  	Vested Retirement Allowance	    	18
		
	 ARTICLE II SUPPLEMENTAL RETIREMENT AND RELATED ALLOWANCES
	    	19
			
	 A.
	  	Supplemental Retirement Allowances	    	19
	 B.
	  	Supplemental Survivor Allowances, Supplemental SIB Allowances and Supplemental Optional Payment Allowances	    	20
	 C.
	  	SMERP Benefit Payment Date and Termination of Supplemental Retirement Allowances, Supplemental Survivor Allowances, Supplemental Survivor Income Benefit Allowances and Allowances Payable in
the Form of an Optional Payment	    	21
	 D.
	  	Reduction of Benefits	    	26
	 E.
	  	Application or Notification for Payment of Allowances	    	27
		
	 ARTICLE III SUPPLEMENTAL PROFIT-SHARING ALLOWANCES
	    	28
			
	 A.
	  	Supplemental Profit-Sharing Allowances	    	28
	 B.
	  	Credits to Supplemental Profit-Sharing Allowance; SMERP Benefit Payment Date	    	28
		
	 ARTICLE IV FUNDS FROM WHICH ALLOWANCES ARE PAYABLE
	    	29
			
	 A.
	  	Establishment and Maintenance of Individual Accounts; Contributions	    	29
	 B.
	  	Maintenance of Book Reserves	    	29
		
	 ARTICLE V ADMINISTRATION
	    	30
			
	 A.
	  	Duties of the Administrator	    	30
	 B.
	  	Applicability of Duties of the Administrator under the Salaried Retirement Plan to the Plan	    	30
		
	 ARTICLE VI AMENDMENT AND DISCONTINUANCE OF THE PLAN
	    	31
			
	 A.
	  	Amendment of the Plan by the Board of Directors of Altria Group, Inc., the Committee and the Administrator	    	31
	 B.
	  	Termination of the Plan	    	31
	 C.
	  	Change of Control Provisions	    	31
		
	 ARTICLE VII FORMS; COMMUNICATIONS
	    	32
			
	 A.
	  	Forms; Use of Electronic Media	    	32

  

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	 B.
	  	Communications Concerning the Plan	    	32
		
	 ARTICLE VIII INTERPRETATION OF PROVISIONS
	    	33
			
	 A.
	  	Discretionary Authority to Interpret the Plan	    	33
		
	 ARTICLE IX APPLICABILITY OF PROVISIONS OF SALARIED RETIREMENT PLAN AND SURVIVOR INCOME BENEFIT PLAN
	    	34
			
	 A.
	  	Applicability of Provisions of Salaried Retirement Plan and Survivor Income Benefit Plan to the Plan	    	34
		
	 ARTICLE X CERTAIN RIGHTS AND LIMITATIONS
	    	35
			
	 A.
	  	Nonassignment and Nonalienation	    	35
	 B.
	  	Benefits Conditioned on Meeting All Requirements under the Plan	    	35
		
	 EXHIBIT A ACTUARIAL ASSUMPTIONS USED TO CALCULATE A SINGLE SUM PAYMENT
	    	36
		
	 APPENDIX 1
	    	37

  

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 SUPPLEMENTAL MANAGEMENT EMPLOYEES’ RETIREMENT PLAN 
 PREAMBLE 
 The Supplemental Management
Employees’ Retirement Plan as hereinafter set forth governs the rights of any Employee designated as a Participant under the Plan and whose Separation from Service or Date of Retirement is on or after January 1, 2008. It also governs any
Employee who is designated as a Participant on or after January 1, 2008. 
 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 Supplemental
Management Employees’ Retirement Plan, maintained by PMI Global Services Inc. 
 It is intended that Grandfathered Supplemental
Retirement Allowances, Grandfathered Supplemental Survivor Allowances, Grandfathered Supplemental Profit-Sharing Allowances and Grandfathered Supplemental Survivor Income Benefit Allowances with respect to Grandfathered Participants (and their
spouses and beneficiaries) not be subject to the requirements of Section 409A of the Code and that the Plan be interpreted in accordance with this intention. The provisions of the Plan shall not be construed to change the time and form of
payment of the Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and Grandfathered Supplemental Survivor Income Benefit Allowance considered deferred before January 1, 2005 (within the meaning of
Treasury Regulation §1.409A-6(a)(2) and other provisions of the Treasury Regulations under Section 409A of the Code) of a Grandfathered Participant who is a participant in the executive trust or is a Secular Trust Participant. 

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 and to not cause any Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance, Grandfathered Supplemental Survivor Income
Benefit Allowance and Grandfathered Supplemental Profit-Sharing Allowance to be subject to Section 409A of the Code. 
  

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 ARTICLE I 
 DEFINITIONS 
 The following terms as used herein and in the Preamble shall have the meanings
set forth below. Any capitalized term used herein or in the Preamble and not defined below shall have the meaning set forth in the Salaried Retirement Plan, the Profit-Sharing Plan or the Survivor Income Benefit Plan, as the context may require.

 (a) Accredited Service 
 Accredited Service shall have the same meaning as in the Salaried Retirement Plan, provided, however, that Accredited Service shall also include the additional periods of Accredited Service which may be credited to a Participant pursuant to
the provisions of Article II, A (1) (a) of the Plan pursuant to the designation of an Employee as a Participant under the Plan in accordance with Article I (bb) of the Plan. 
 (b) Actuarial Equivalent 
 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 Salaried Retirement Plan.

 (c) Administrator 
 Administrator shall have the same meaning as in the Salaried Retirement 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) thereof. 
 (d) Allowances 
 Allowances shall mean a Supplemental Retirement Allowance determined under Article II, A of the Plan, a Supplemental Profit-Sharing Allowance determined
under Article III of the Plan and a Supplemental Survivor Allowance determined under Article II, B of the Plan and Supplemental Survivor Income Benefit Allowance determined under Article II, B of the Plan. 
 (e) Appointee 
 Appointee shall mean
the person or entity who, pursuant to the provisions of the Plan, is empowered, in his or its sole discretion, to designate an Employee as a Participant and grant one or more Allowances under the Plan. 
 (1) Appointee of a non-chief executive officer. 
 The Appointee with respect to an Employee who is not a chief executive officer of a Participating Company shall be the chief executive officer of his Participating Company. 
  

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 (2) Appointee of chief executive officer. 
 The Appointee with respect to an Employee who is a chief executive officer of a Participating Company other than Altria Group, Inc. shall be the Chief Executive Officer.

 (3) Appointee of Chief Executive Officer. 
 The Appointee of the Chief Executive Officer shall be the Compensation Committee of the Board of Directors of Altria Group, Inc. 
 (f) Beneficiary 
 Beneficiary shall mean: 
 (1) Single Sum Payments. In the case of a Retired Participant whose form of payment of all or a portion of his Supplemental
Retirement Allowance after his Separation from Service is a Single Sum Payment pursuant to Article II, C of the Plan, but who dies after his Separation from Service and before such Single Sum Payment is made: 
 (A) if the Retired Participant 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 
 (B) if the Retired Participant is not married on the date of his death, the
Beneficiary of such Single Sum Payment shall be Retired Participant’s estate. 
 A Participant or Retired Participant may designate any
other person or persons as the Beneficiary who is to receive a Single Sum Payment of all or any portion of his Supplemental Retirement Allowance in the event that he dies after his Separation from Service and before such Single Sum Payment is made
by timely filing a beneficiary designation form with the Administrator (or his delegate), provided, however, that if the Participant or Retired Participant is married on the date of the filing of such beneficiary designation form, his Spouse must
consent, in writing before a notary public to such designation. 
 (2) Optional Payment. In the case of a Grandfathered
Participant who has elected pursuant to Article II, C (6) of the Plan to receive after his Separation from Service that portion of his Supplemental Retirement Allowance equal to the Grandfathered Supplemental Retirement Allowance in the form of
an Optional Payment described in Article I, (z) (2) or (3) of the Plan, the Beneficiary of such Grandfathered Supplemental Retirement Allowance shall be the person or persons designated by the Grandfathered Participant 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 Participant. 
  

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 (3) Supplemental Profit-Sharing Allowance. In the case of a Participant or
Inactive Participant who has been credited with a Supplemental Profit-Sharing Allowance and who dies prior to the payment of such Supplemental Profit-Sharing Allowance: 
 (A) if the Participant or Inactive Participant is married on the date of his death, the Beneficiary of such Supplemental Profit-Sharing
Allowance shall be the Spouse to whom he was married on the date of death; and 
 (B) if the Participant or Inactive
Participant is not married on the date of his death, the Beneficiary of such Supplemental Profit-Sharing Allowance shall be the Participant’s or Inactive Participant’s estate. 
 A Participant or Inactive Participant may designate any other person or persons (including a trust created by the Participant or Inactive Participant
during his lifetime or by will) as the Beneficiary of his Supplemental Profit-Sharing Allowance in the event of his death by timely filing a beneficiary designation form with the Administrator (or his delegate), provided that if the Participant or
Inactive Participant is married on the date of the filing of such beneficiary designation form, his Spouse must consent, in writing before a notary public to such designation. 
 (g) Benefit Equalization Plan 
 Benefit Equalization Plan shall mean the Benefit Equalization Plan, effective as of September 2, 1974, and as amended from time to time, but only to the extent that benefits are payable pursuant to Article II, A thereof. 
 (h) Change in Circumstance 
 Change in
Circumstance shall mean: 
 (1) Marriage. The marriage of the Grandfathered Participant; 
 (2) Divorce. The divorce of the Grandfathered Participant from his Spouse (determined in accordance with applicable state law),
provided 
 (A) such Spouse was the Beneficiary who is to receive an Optional Payment, or 
 (B) the Grandfathered Participant elected pursuant to Article II, C (6) of the Plan to receive an Optional Payment pursuant to
Article I, (z) (1) of the Plan; 
 (3) Death. The death of the Beneficiary designated by the Grandfathered
Participant to receive an Optional Payment after the death of the Grandfathered Participant; or 
 (4) Medical
Condition. A medical condition of the Beneficiary, based on medical evidence satisfactory to the Administrator, which is expected to result in the 

  

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death of the Beneficiary within five (5) years of the filing of an application for change in Optional Payment method pursuant to Article II, C
(6) of the Plan. 
 (i) Change of Control 
 (1) Change of Control shall mean the happening of any of the following events with respect to a Grandfathered Supplemental Retirement
Allowance, a Grandfathered Supplemental Survivor Income Benefit Allowance and Grandfathered Supplemental Profit-Sharing Allowance: 
 (A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of 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 of 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 subparagraph (C) of this Article I, (i) (1) of the Plan; or 
 (B) Individuals who, as of the date hereof, constitute the Board of Directors of Altria Group, Inc. (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board of Directors of Altria Group, Inc.; 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 of Directors of Altria Group, Inc.; or 
 (C) 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 beneficially own, directly or 

  

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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 of Directors of Altria Group, Inc., providing for such Business Combination; or 
 (D) Approval
by the shareholders of Altria Group, Inc. of (1) a complete liquidation or dissolution of Altria Group, Inc. or (2) 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: 
 (i) 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; 
 (ii) 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 

  

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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 
 (iii) 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 of Directors of Altria Group, Inc., providing for such sale or other disposition of assets of Altria Group, Inc. or were elected, appointed or nominated by the Board of Directors
of Altria Group, Inc.; and 
 (2) Change of 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 that portion of a Supplemental Retirement Allowance that is not a Grandfathered Supplemental Retirement Allowance, that portion of a Supplemental Survivor Income Benefit
Allowance that is not a Grandfathered Supplemental Survivor Income Benefit Allowance and that portion of a Supplemental Profit-Sharing Allowance that is not a Grandfathered Supplemental Profit-Sharing Allowance. For purposes of determining if a
Change of Control has occurred, the Change of 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 the shares of Philip Morris International Inc. to
the shareholders of Altria Group, Inc. shall not be considered to be a Change of Control, and (ii) any change in the Incumbent Board coincident with such spin-off shall not be considered to be a Change of Control. 
 (j) Chief Executive Officer 
 Chief
Executive Officer shall mean the chief executive officer of Altria Group, Inc. 
 (k) Company 
 Company shall mean Altria Client Services Inc. Altria Client Services Inc. is the sponsor of the Plan. 
 (l) Compensation 
 Compensation shall
have the same meaning as in the Salaried Retirement Plan, except that in computing the Retirement Allowance and Supplemental Retirement Allowance of an Employee in salary Band A or B who was not age fifty-five (55) or older at December 31,
2006, Compensation shall mean the lesser of (i) his annual base salary plus annual incentive award, and (ii) annual base salary plus annual incentive award at a business rating of 100 and individual performance rating of
“Exceeds.” 
  

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 (m) Deceased Participant 
 Deceased Participant shall mean any Participant who died while he was an Employee and who had a nonforfeitable right to any portion of his Supplemental
Retirement Allowance. 
 (n) Deceased Retired Participant 
 Deceased Retired Participant shall mean any Retired Participant who died after his Date of Retirement but prior to the SMERP Benefit Payment Date of his
Supplemental Retirement Allowance. 
 (o) Earned and Vested 
 Earned and Vested shall mean, when referring to an Allowance or any portion of an Allowance, an amount that, as of January 1, 2005, is not subject to
a substantial risk of forfeiture (as defined in Treasury Regulation §1.83-3(c)) or a requirement to perform future services. 
 (p)
Employee 
 Employee shall mean any person who (1) is employed on a salaried basis by a Participating Company, (2) is a
member of a select group of management or a highly compensated employee, and (3) is a participant in the Salaried Retirement Plan, the Profit-Sharing Plan, or both such plans. 
 (q) Exchange Act 
 Exchange Act shall
mean the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 
 (r) Grandfathered Deceased
Participant 
 Grandfathered Deceased Participant shall mean a Grandfathered Participant who died while he was an Employee and who had a
nonforfeitable right to any portion of his Supplemental Retirement Allowance. 
 (s) Grandfathered Deceased Retired Participant

 Grandfathered Deceased Retired Participant shall mean a Retired Participant who, at the time of his death, was eligible to receive a
Grandfathered Supplemental Retirement Allowance that was Earned and Vested. 
 (t) Grandfathered Participant 
 Grandfathered Participant shall mean: 
 (1) a Participant who is eligible for a Grandfathered Supplemental Retirement Allowance that was Earned and Vested; or 
 (2) a Participant who is eligible for a Grandfathered Supplemental Profit-Sharing Allowance that was Earned and Vested; 
  

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 and who, in each instance, is a participant in the executive trust or is a Secular Trust Participant.

 (u) Grandfathered Retired Participant 
 Grandfathered Retired Participant shall mean a Retired Participant who is eligible for a Grandfathered Supplemental Retirement Allowance. 
 (v) Grandfathered Supplemental Retirement Allowance 
 Grandfathered Supplemental Retirement Allowance
shall mean the present value of that portion (or all) of the Supplemental Retirement Allowance earned to December 31, 2004 to which the Grandfathered Participant would have been entitled under the Plan if he had voluntarily terminated services
without cause on December 31, 2004 and received a payment on the earliest possible date allowed under the Plan to receive payment of a Supplemental Retirement Allowance following the termination of services and receive the benefits in the form
with the maximum value; provided, however, that for any subsequent year such Grandfathered Supplemental Retirement Allowance may increase to equal the present value of the benefit the Grandfathered Participant 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
Participant 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 Supplemental
Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance of a Grandfathered Participant 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 Salaried Retirement Plan as of the Grandfathered Participant’s Separation from Service, or, in the discretion of the Administrator, the end of the Grandfathered Participant’s policy severance, such Grandfathered
Supplemental Retirement Allowance shall be the Actuarial Equivalent of that portion of the Grandfathered Participant’s Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance, computed as though such
benefit were payable under the terms of the Salaried Retirement Plan in the form of a Retirement Allowance commencing on the first day of the month coincident with or next following the Grandfathered Participant’s Separation from Service or, in
the discretion of the Administrator, the end of the Grandfathered Participant’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 Participant shall be treated as being entitled to an unreduced benefit under the Salaried Retirement Plan for purposes of Exhibit I to the Salaried Retirement Plan shall be the earliest date
on which the Grandfathered Participant would have been entitled to an unreduced benefit if the Grandfathered Participant had voluntarily terminated employment on December 31, 2004. 
 (w) Grandfathered Supplemental Survivor Allowance 
 Grandfathered Supplemental Survivor Allowance shall mean the present value of that portion (or all) of the Supplemental Retirement Allowance earned to December 31, 2004 to which the Spouse of the Grandfathered
Participant or Grandfathered Retired Participant would 

  

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have been entitled under the Plan if he had died on December 31, 2004 and his Spouse had received a payment on the earliest possible date allowed under
the Plan to receive payment of a Supplemental Survivor Allowance following the date of death and receive the benefits in the form with the maximum value; provided, however, that for any subsequent year such Grandfathered Supplemental Survivor
Allowance may increase to equal the present value of the benefit the Spouse of the Grandfathered Participant or Grandfathered Retired Participant 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 Participant or Grandfathered Retired Participant 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). 
 (x) Grandfathered Supplemental SIB Allowance 
 Grandfathered Supplemental SIB Allowance shall mean the
present value of that portion (or all) of the Supplemental SIB Allowance earned to December 31, 2004 to which the Spouse of a Grandfathered Participant or of a Grandfathered Retired Participant would have been entitled under the Plan if he had
died on December 31, 2004 and his Spouse had received a payment on the earliest possible date allowed under the Plan to receive payment of a Supplemental SIB Allowance following the date of death and receive the benefits in the form with the
maximum value; provided, however, that for any subsequent year such Grandfathered Supplemental SIB Allowance may increase to equal the present value of the benefit the Spouse of the Grandfathered Participant or Grandfathered Retired Participant
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 Participant or Grandfathered Retired Participant 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). 
 (y) Latest Payment Date 
 Latest Payment Date shall mean: 
 (1) in the case of a Supplemental Retirement Allowance, the
later of: 
 (A) December 31st of the year in which the Payment Date occurs, and 
 (B)
the fifteenth day of the third month following the Payment Date; 
 (2) in the case of a Supplemental Survivor Allowance, the
later of: 
 (A) December 31st of the year in which the Supplemental Survivor Allowance Payment Date occurs, and 
  

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 (B) the fifteenth day of the third month following the Supplemental Survivor Allowance
Payment Date; and 
 (3) in the case of a Supplemental SIB Allowance, the later of: 
 (A) December 31st of the year in which the Supplemental SIB Allowance Payment Date occurs, and 
 (B) the fifteenth day of the third month following the Supplemental SIB Allowance Payment Date. 
 (4) in the case of a Supplemental Profit-Sharing Allowance, the later of: 
 (A) December 31st of the year in which the Payment Date occurs, and 
 (B) the fifteenth day of the third month following the Payment Date. 
 (z) Optional Payment 
 Optional
Payment shall mean the following optional forms in which that portion of a Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance of a Grandfathered Retired Participant may be paid: 
 (1) in equal monthly payments for the life of the Grandfathered Retired Participant, 
 (2) in the form of a Grandfathered Supplemental Joint and Survivor Allowance, or 
 (3) in the form of a Grandfathered Supplemental Optional Payment Allowance. 
 Any election to receive an Optional Payment with respect to any Grandfathered Supplemental Retirement Allowance under the Plan shall be independent of any election with respect to benefits payable under any Other
Plan. 
 (aa) Other Plan 
 Other Plan shall mean: 
 (1) the Salaried Retirement Plan, 
 (2) the Benefit Equalization Plan, 
 (3) any other plan, except a defined contribution or similar plan, maintained by the Company, or any domestic or foreign subsidiary or affiliate of Altria Group, Inc., which provides retirement income to one or more
employees on or after termination of employment, and 
  

 11 








 (4) any employment contract or other agreement between an Employee and Altria Group, Inc.
or any other member of the Controlled Group providing for retirement benefits or benefits in the event of a termination of employment or upon a Change of Control of Altria Group, Inc. or of any other member of the Controlled Group. 
 (bb) Participant 
 Participant shall
mean an Employee who has been designated as such by his Appointee pursuant to the terms of the Plan. The designation of an Employee as a Participant by a chief executive officer of a Participating Company shall be communicated in writing to the
Administrator. An Employee shall become a Participant as of the date designated in writing by his Appointee. Except as otherwise specifically provided for in the Plan, a Participant shall cease to be such whenever he ceases to be an Employee.

 (cc) Payment Date 
 Payment Date shall mean the first day of the third calendar month following the month in which the Participant 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. 
 (dd) Plan 
 Plan shall mean the
Supplemental Management Employees’ Retirement Plan described herein and in any amendments hereto. 
 (ee) Profit-Sharing Plan

 Profit-Sharing Plan shall mean Deferred Profit-Sharing Plan for Salaried Employees, effective January 1, 1956, and as amended from
time to time. 
 (ff) Retired Participant 
 Retired Participant shall mean a former Participant who is eligible for, or in receipt of, a Supplemental Retirement Allowance from the Plan. A former Participant shall cease to be a Retired Participant as of the date
he receives a Single Sum Payment, or upon full payment of his Allowance or Allowances pursuant to the terms of the Plan as determined in the sole discretion of the Administrator. 
 (gg) Salaried Retirement Plan 
 Salaried Retirement Plan shall mean the Retirement Plan for Salaried Employees, effective as of September 1, 1978, and as amended from time to time. 
  

 12 








 (hh) Secular Trust Participant shall mean a Grandfathered Employee who is identified as a Secular
Trust Participant in Appendix 1. 
 (ii) Separation from Service, Separates from Service or Separated from
Service 
 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. 
 (jj) Single Sum Payment 
 Single Sum Payment shall mean the payment of a benefit or portion of a benefit in a single payment
to a Retired Participant or to the Spouse or other Beneficiary of a Deceased Participant or Deceased Retired Participant. A Single Sum Payment shall be (i) the Actuarial Equivalent of the (or portion of the) Supplemental Retirement Allowance
payable in equal monthly payments during a twelve (12) month period for the life of the Retired Participant, (ii) the Actuarial Equivalent of the (or portion of the) Supplemental Survivor Allowance payable in equal monthly payments during
a twelve (12) month period for the life of the Spouse of the Deceased Participant or Deceased Retired Participant and (iii) the Actuarial Equivalent of the (or portion of the) Supplemental Survivor Income Benefit Allowance payable in equal
monthly payments during a twelve (12) month period for the life of the Spouse of the Deceased Participant or Deceased Retired Participant; provided, however, that if a Grandfathered Participant is a Secular Trust Participant, a Single Sum
Payment shall equal the greater of (i) the amount determined pursuant to the foregoing provisions of this Article I (jj) and (ii) the amount required to purchase a single life annuity (or, for purposes of Appendix 1, a Supplemental 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 Supplemental Retirement Allowance, except with respect to 
 (A) that portion of the Supplemental Retirement Allowance derived solely from the Grandfathered Supplemental Retirement Allowance and that
is payable to a Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance at his Separation from Service; and 
 (B) that portion of the Supplemental Retirement Allowance derived solely from the Grandfathered Supplemental Retirement Allowance and that is payable to a Grandfathered Retired Participant who has timely elected to
receive after his Date of Retirement that portion of his Supplemental Retirement Allowance equal to the Grandfathered Supplemental Retirement Allowance in the form of an Optional Payment pursuant to Article II, C (6) of the Plan and which
election does not cease to be of any force and effect pursuant to Article II, C (6) of the Plan. 
  

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 (ii) A Single Sum Payment shall be the exclusive form of distribution of the Supplemental Survivor
Allowance, except with respect to that portion of the Supplemental Survivor Allowance derived solely from that portion of the Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance payable to the Spouse of a
Grandfathered Deceased Participant or the Spouse of a deceased Grandfathered Retired Participant. 
 (iii) A Single Sum Payment shall be the
exclusive form of distribution of the Supplemental Profit-Sharing Allowance. 
 (iv) A Single Sum Payment shall be the exclusive Form of
Payment of the Supplemental Survivor Allowance, except with respect to the Grandfathered Supplemental Survivor Allowance. 
 (v) A Single Sum
Payment shall be the exclusive Form of Payment of the Supplemental Survivor Income Benefit Allowance, except with respect to the Grandfathered Supplemental Survivor Income Benefit Allowance. 
 (kk) SMERP Benefit Payment Date 
 SMERP Benefit Payment Date shall mean the date on which the benefit to which the recipient is entitled is paid (or, solely in the case of a Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and
Grandfathered Supplemental Survivor Income Benefit Allowance, the date the benefit commences to be paid) pursuant to the application filed in accordance with Article II, E of the Plan, or if no such application is filed, in accordance with the terms
of the Plan as determined by 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 SMERP Benefit Payment Date.

 (1) Supplemental Retirement Allowance. 
 (A) Except as provided in clauses (B), (C) and (D) hereof, the SMERP Benefit Payment Date of the Supplemental Retirement
Allowance shall be the Payment Date, but not later than the Latest Payment Date. 
 (B) The SMERP Benefit Payment Date of that
portion of a Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance payable in the form of an Optional Payment pursuant to an election under Article II, C (6) of the Plan to a Grandfathered Retired
Participant shall be the Benefit Commencement Date of the Grandfathered Retired Participant’s Full, Deferred or Early Retirement Allowance under the Salaried Retirement Plan. 
 (C) The SMERP Benefit Payment Date of that portion of a Supplemental Retirement Allowance that is the Grandfathered Supplemental
Retirement Allowance payable in the form of an Optional Payment with respect to a Grandfathered Retired Participant who voluntarily retires within the one (1) year 

  

 14 








 
period following the date of filing of his application for an Optional Payment with the Administrator pursuant to Article II, C (6) of the Plan or whose
employment is terminated for misconduct (as determined by the Administrator) 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. 
 (D) The SMERP Benefit Payment Date of that portion of a Supplemental Retirement
Allowance that is the Grandfathered Supplemental Retirement Allowance payable to a Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance at his Separation from Service shall be the Benefit Commencement Date of the
Grandfathered Retired Participant’s Vested Retirement Allowance under the Salaried Retirement Plan. 
 (2)
Supplemental Survivor Allowance. 
 (A) Except as provided in clause (B), the SMERP Benefit Payment Date of the
Supplemental Survivor Allowance payable to the Spouse of a Deceased Participant or Deceased Retired Participant pursuant to Article II, B of the Plan shall be the Supplemental Survivor Allowance Payment Date, but not later than the Latest Payment
Date. 
 (B) The SMERP Benefit Payment Date of that portion of the Supplemental Survivor Allowance that is the Grandfathered
Supplemental Survivor Allowance that is payable to the Spouse of a Grandfathered Deceased Participant, or to the Spouse of a Grandfathered Deceased Retired Participant, shall, in each case, be the Benefit Commencement Date of the Survivor Allowance
payable to such Spouse under the Salaried Retirement Plan, provided that the Spouse may elect in accordance with the provisions of Article II, A 5 (c) or (f) of the Salaried Retirement Plan, as applicable to the Spouse, that the SMERP Benefit
Payment 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 Participant or Grandfathered Deceased Retired Participant 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 Participant or Grandfathered Deceased Retired Participant died), or 
 (ii) the date that would have been the Grandfathered Deceased Participant’s or Grandfathered Deceased Retired Participant’s Unreduced Early Retirement Benefit Commencement Date. 
  

 15 








 The final payment of that portion of the Supplemental Survivor Allowance that is the Grandfathered
Supplemental Survivor Allowance shall be the first day of the month following the death of the Spouse. 
 (3) Supplemental
SIB Allowance. 
 (A) Except as provided in clause (B) hereof, the SMERP Benefit Payment Date of the Supplemental SIB
Allowance payable to the Spouse of a Deceased Participant pursuant to Article II, B (1) (b), or of a Retired Participant pursuant to Article II, B (3) shall be the Supplemental SIB Allowance Payment Date, but not later than the
Supplemental SIB Allowance Latest Payment Date. 
 (B) The SMERP Benefit Payment Date of that portion of the Supplemental SIB
Allowance equal to the Grandfathered Supplemental SIB Allowance payable to the Spouse of a Grandfathered Deceased Participant pursuant to Article II, B (1) (b) of the Plan, or to the Spouse of a Grandfathered Deceased Retired Participant
pursuant to Article II, B (3) of the Plan shall be the Benefit Commencement Date of the Survivor Income Benefit Allowance payable to such Spouse under the Survivor Income Benefit Plan. The last payment of such Supplemental SIB Allowance shall
be the same date as the last payment of the Survivor Income Benefit Allowance under the Survivor Income Benefit Plan. 
 (4)
Supplemental Optional Payment Allowance. The SMERP Benefit Payment Date of the Supplemental Optional Payment Allowance payable to the Beneficiary of a Grandfathered Deceased Retired Participant pursuant to Article II, B (2) (b) of the Plan
shall be the first day of the calendar month following the death of the Grandfathered Deceased Retired Participant. The final payment of the Supplemental Optional Payment Allowance shall be the first day of the month following the death of the
Beneficiary. 
 (ll) Specified Employee 
 Specified Employee shall have the meaning given in Treasury Regulation §1.409A-1(i). 
 (mm)
Supplemental Joint and Survivor Allowance 
 Supplemental Joint and Survivor Allowance shall mean the total amount that would be
payable during a twelve (12) month period as a reduced Supplemental Retirement Allowance to a Retired Participant for life and after his death the amount payable to his Spouse for life equal to one-half of the reduced Supplemental Retirement
Allowance payable to the Retired Participant (regardless of whether such form of benefit was available to such Retired Participant and his Spouse), which together shall be the Actuarial Equivalent of the Supplemental Retirement Allowance of the
Retired Participant. 
 (nn) Supplemental Optional Payment Allowance 
 Supplemental Optional Payment Allowance shall mean, with respect to that portion of a Grandfathered Retired Participant’s Supplemental Retirement
Allowance equal to the 

  

 16 








 
Grandfathered Supplemental Retirement Allowance, the total amount payable during a twelve (12) month period in accordance with one of the payment
methods described in Article II, A 4 (d) of the Salaried Retirement Plan and designated by the Grandfathered Participant in his application for an Optional Payment under Article II, C (6) of the Plan, pursuant to which the Grandfathered
Participant receives for life after his Date of Retirement a reduced Supplemental Retirement Allowance in equal monthly payments 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 Participant, which together shall be the Actuarial Equivalent of the Grandfathered Supplemental Retirement Allowance payable in equal monthly payments for the life of the Retired Participant after
his Date of Retirement. 
 (oo) Supplemental Profit-Sharing Allowance or Profit-Sharing Allowance 
 Supplemental Profit-Sharing Allowance or Profit-Sharing Allowance shall mean the benefit determined under Article III of the Plan and payable on the
Payment Date, but not later than the Latest Payment Date. The Supplemental Profit-Sharing Allowance shall be comprised of the Grandfathered Supplemental Profit-Sharing Allowance, if any, and the remaining portion of such Profit-Sharing Allowance.

 (pp) Supplemental Retirement Allowance 
 Supplemental Retirement Allowance shall mean the benefit determined under Article II, A (1) of the Plan. The Supplemental Retirement Allowance shall be comprised of the Grandfathered Supplemental Retirement
Allowance, if any, and the remaining portion of such Allowance. 
 (qq) Supplemental SIB Allowance Payment Date 
 Supplemental SIB Allowance Payment Date shall mean the first day of the third calendar month following the month in which the Participant or Retired
Participant dies. 
 (rr) Supplemental Survivor Allowance 
 Supplemental Survivor Allowance shall mean the benefit payable to: 
 (1) the Spouse of a Deceased Participant; and 
 (2) the Spouse of a Deceased Retired Participant; 
 in an amount equal one-half of the reduced Supplemental Retirement Allowance which would have been payable in the form of a Supplemental Joint and Survivor Allowance to the Deceased Participant or Deceased Retired Participant (regardless of
whether such form of benefit was available to such Deceased Participant or Deceased Retired Participant). 
 (ss) Supplemental Survivor
Allowance Payment Date 
 Supplemental Survivor Allowance Payment Date shall mean the first day of the third calendar month following the
month in which the Deceased Participant or Deceased Retired Participant died. 
  

 17 








 (tt) Supplemental SIB Allowance 
 (1) Supplemental SIB Allowance shall mean the total amount payable during a twelve (12) month period in equal monthly payments to the
Spouse of a Deceased Participant or to the Spouse of a Deceased Retired Participant equal to one-half of the reduced Supplemental Retirement Allowance which would have been payable to the Deceased Participant or Deceased Retired Participant had he
elected to receive a Supplemental Joint and Survivor Allowance. 
 (2) No Supplemental SIB Allowance shall be payable with
respect to any Deceased Participant or Deceased Retired Participant whose request to receive an Optional Payment has been granted by the Administrator. 
 (uu) Survivor Income Benefit Plan 
 Survivor Income Benefit Plan shall mean the Survivor Income
Benefit Plan for Salaried Employees, effective as of February 2, 1974, and as amended from time to time. 
 (vv) Vested Retirement
Allowance 
 Vested Retirement Allowance shall mean the Retirement Allowance payable pursuant to Article II, A (6) of the Salaried
Retirement Plan, provided, however, that a Participant who is only eligible for a Vested Retirement Allowance may be deemed to be eligible for an Early Retirement Allowance for any and all purposes of this Plan if in accordance with his designation
as a Participant in the Plan; provided, however, that no such designation on or after October 3, 2004 shall change the time and form of payment of a Grandfathered Supplemental Retirement Allowance, the Grandfathered Supplemental Survivor
Allowance and the Grandfathered Supplemental Survivor Income Benefit Allowance of a Grandfathered Participant or Grandfathered Retired Participant. 
 The masculine pronoun shall include the feminine pronoun unless the context clearly requires otherwise. 
  

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 ARTICLE II 
 SUPPLEMENTAL RETIREMENT AND RELATED ALLOWANCES 
  

	A.	SUPPLEMENTAL RETIREMENT ALLOWANCES 

 (1) Supplemental Retirement Allowances. A Participant may be granted one or more of the following Supplemental Retirement Allowances under the
Plan: 
 (a) A Supplemental Retirement Allowance in an amount determined by using the formula for calculating the
Participant’s Retirement Allowance under the Salaried Retirement Plan, but, subject to the limitations of Article II, A (2) of the Plan, crediting Accredited Service in addition to that credited to the Participant pursuant to the Salaried
Retirement Plan in recognition of previous service by the Participant deemed to be of special value to the Company or his Participating Company; 
 (b) A Supplemental Retirement Allowance in an amount equal to: 
 (i) a stated dollar amount
per year, or 
 (ii) a stated percentage of the Participant’s Five-Year Average Compensation, or 
 (iii) the Participant’s Retirement Allowance under the Salaried Retirement Plan, which Supplemental Retirement Allowance accrues at a
rate as a percentage of the Participant’s Five-Year Average Compensation which is greater than the rate of accrual under the Salaried Retirement Plan, such Supplemental Retirement Allowance to be calculated in individual instances on the basis
of specific instructions which may depart only for such purpose from the terms, conditions and requirements of the Salaried Retirement Plan; or 
 (c) A Supplemental Retirement Allowance in an amount determined by using the formula for calculating the Participant’s Retirement Allowance under the Salaried Retirement Plan, such Supplemental Retirement
Allowance to be payable on and after the Participant’s retirement in an amount which is greater than the Retirement Allowance otherwise payable to the Participant at such age. 
 (2) Limitation on Accredited Service. If a Supplemental Retirement Allowance under Article II, A (1) of the Plan is determined pursuant to a
formula in the Salaried Retirement Plan using the Participant’s Compensation (including awards under incentive compensation plans of a Participating Company), the aggregate number of years of Accredited Service used in calculating the amount of
the Participant’s Supplemental Retirement Allowance under this Plan shall not exceed thirty-five (35) years. 
 (3) Appendix
I. The name of each Participant and the Supplemental Retirement Allowance awarded to him pursuant to Article II, A (1) of the Plan shall be set forth in Appendix I to the Plan. 
  

 19 








 (4) Payment. Payment of such Supplemental Retirement Allowance shall be made to such Participant
at the time and in the form specified in Article II, C of the Plan. 
  

	B.	SUPPLEMENTAL SURVIVOR ALLOWANCES, SUPPLEMENTAL SIB ALLOWANCES AND
SUPPLEMENTAL OPTIONAL PAYMENT ALLOWANCES 

 (1)
Deceased Participants. 
 (a) The Spouse of a Deceased Participant shall be eligible to receive a Supplemental Survivor
Allowance. 
 (b) If the death of the Deceased Participant occurs prior to his attaining the age of sixty-one (61) years
and he has (or is deemed to have) completed five (5) years or more of Accredited Service as of the date of his death, his Spouse shall be eligible to receive a Supplemental SIB Allowance on the SMERP Benefit Payment Date specified in Article I,
(kk) (3) of the Plan. Such Supplemental SIB Allowance shall be determined by using the formula under the Salaried Retirement Plan and assuming such Deceased Participant had continued in the employ of his Participating Company until the age of
sixty-five (65) years, that his compensation (as defined in the Survivor Income Benefit Plan, or in the designation of the Employee as a Participant in the Plan) for all periods of time subsequent to his death and until age sixty-five
(65) had been his compensation as in effect immediately prior to his death and that the Deceased Participant died the day after attaining the age of sixty-five (65) years. In determining the amount of such Supplemental SIB Allowance, the
Social Security Integration Level shall be the Social Security Integration Level (determined in accordance with the provisions of the Social Security Act in effect on the date of death of the Deceased Participant) as would be in effect on the date
such Deceased Participant would have attained his Social Security Retirement Age. Such Supplemental SIB Allowance shall be reduced by the amount of any Supplemental Survivor Allowance payable pursuant to Article II, B (1) (a) of the Plan.

 (2) Deceased Retired Participants. 
 (a) The Spouse of a Deceased Retired Participant shall be eligible to receive a Supplemental Survivor Allowance on the SMERP Benefit Payment Date specified in Article I, (kk) (2) of the Plan; provided that in the
case of a Grandfathered Deceased Retired Participant, the Administrator has not granted his request to have payment of his Grandfathered Supplemental Retirement Allowance paid in the form of a Supplemental Optional Payment Allowance. Such
Supplemental Survivor Allowance shall be reduced by the amount of any Supplemental Retirement Allowance payable pursuant to Article II, C (1) (a) (ii) of the Plan. 
 (b) The Beneficiary of a Grandfathered Deceased Retired Participant whose request for an Optional Payment in the form of a Supplemental
Optional Payment Allowance has been granted by the Administrator, but who has died after his Date of Retirement and prior to his SMERP Benefit Payment Date shall be eligible to receive 

  

 20 








 
that portion of the Supplemental Optional Payment Allowance elected by the Retired Participant which is payable after the death of the Retired Participant.
Payment shall be made on the SMERP Benefit Payment Date specified in Article I (kk) (4) of the Plan. 
 (3) Retired Participant Who
Was a Grandfathered Participant. 
 The Spouse of a Grandfathered Retired Participant who elected an Optional Payment
described in Article I (z) (1) of the Plan pursuant to Article II, C (6) of the Plan and who has died after his SMERP Benefit Date shall be eligible to receive a Supplemental SIB Allowance on the SMERP Benefit Payment Date specified in Article
I, (kk) (3) (B) of the Plan. 
 (4) Objective of Benefit. It is the intention of the provisions of this Paragraph B. to provide a
benefit to the Spouse or other Beneficiary of a Deceased Participant or Deceased Retired Participant in the same instances as such Spouse or other Beneficiary would receive a benefit under the terms of the Salaried Retirement Plan or the Survivor
Income Benefit Plan, as applicable to such Spouse or other Beneficiary, and the provisions of this Article II, B of the Plan shall be construed and interpreted in a manner that is consistent with that objective. 
  

	C.	SMERP BENEFIT PAYMENT DATE AND TERMINATION OF SUPPLEMENTAL
RETIREMENT ALLOWANCES, SUPPLEMENTAL SURVIVOR ALLOWANCES, SUPPLEMENTAL SURVIVOR INCOME BENEFIT
ALLOWANCES AND ALLOWANCES PAYABLE IN THE FORM OF AN OPTIONAL
PAYMENT 

 (1) Supplemental Retirement Allowances. 
 (a) For Retired Participants other than Grandfathered Retired Participants: 
 (i) The Supplemental Retirement Allowance shall be paid to a Retired Participant in a Single Sum Payment on his SMERP Benefit Payment Date
specified in Article I, (kk) (1) (A) of the Plan. 
 (ii) If a Retired Participant dies after his Date of Retirement
and before payment of his Supplemental Retirement Allowance is paid in a Single Sum Payment, his Beneficiary shall receive a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan. 

(b) For Grandfathered Retired Participants. 
 (i) The Supplemental Retirement Allowance of a Retired Participant who is a Grandfathered Retired Participant eligible for an Early, Full
or Deferred Retirement Allowance at his Separation from Service shall be paid in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan, unless the Administrator has approved the
Grandfathered Retired Participant’s election to have distribution of that portion of his Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance made in the form of an Optional Payment pursuant to Article
II, C (6)

  

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of the Plan, in which case his Grandfathered Benefit Equalization Retirement Allowance shall be paid in the form of Optional Payment as specified in Article
I, (z) of the Plan, as applicable to the Grandfathered Retired Participant on the SMERP Benefit Payment Date set forth in Article I, (kk) (1) (B) or (C) of the Plan. 
 (ii) If a Grandfathered Retired Participant who is eligible for an Early, Full or Deferred Retirement Allowance at his Separation from
Service dies after his Separation from Service and before payment of that portion of his Supplemental Retirement Allowance that is to be paid in a Single Sum Payment, his Beneficiary shall receive such Single Sum Payment on the SMERP Benefit Payment
Date specified in Article I, (kk) (1) (A) of the Plan. 
 (iii) 
 (A) That portion of the Supplemental Retirement Allowance that is not the Grandfathered Supplemental Retirement Allowance with respect to
a Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance shall be paid in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan. 
 (B) That portion of the Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance with respect to a
Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance shall be the same form of Optional Payment which the Grandfathered Retired Participant’s Vested Retirement Allowance is paid from the Salaried Retirement
Plan and shall commence to be paid to the Retired Participant on his SMERP Benefit Payment Date specified in Article I, (kk) (1) (D) of the Plan. 
 (c) Payments In Advance of Payment under any Other Plan. In the event the Supplemental Retirement Allowance with respect to the Retired Participant is paid in a Single Sum Payment prior to: 
 (i) the Retired Participant’s Benefit Commencement Date, the amount of such Supplemental Retirement Allowance shall equal the amount
reasonably estimated by the Administrator to be actually payable under the Plan; or 
 (ii) the date the Retired Participant
shall have specified on his application for retirement as the Benefit Commencement Date of his Retirement Allowance under the Salaried 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. 
  

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 (2) Supplemental Survivor Allowances. 
 (a) The Supplemental Survivor Allowance payable pursuant to Article II, B (1) (a) of the Plan to the Spouse of a Deceased
Participant who was not a Grandfathered Participant or pursuant to Article II, B (2) (a) to the Spouse of a Deceased Retired Participant who was not a Grandfathered Deceased Retired Participant shall be paid to the Spouse in a Single Sum
Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (2) (A) of the Plan. 
 (b) That portion of
the Supplemental Survivor Allowance that: 
 (i) is not the Grandfathered Supplemental Survivor Allowance payable to the
Spouse of a Deceased Participant who is a Grandfathered Participant shall be paid to the Spouse in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (2) (A) of the Plan; and 
 (ii) is the Grandfathered Supplemental Survivor Allowance shall be paid to the Spouse in the same form and at the same time as the
Survivor Allowance is paid from the Salaried Retirement Plan commencing on the SMERP Benefit Payment Date as specified in Article I, (kk) (2) (B) of the Plan. 
 (3) Supplemental SIB Allowances. 
 (a) The Supplemental SIB Allowance payable pursuant
to Article II, B (1) (b) of the Plan to the Spouse of a Deceased Participant who is not a Grandfathered Participant shall be paid to the Spouse in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk)
(3) (A) of the Plan. 
 (b) That portion of the Supplemental SIB Allowance that: 
 (i) is not the Grandfathered Supplemental SIB Allowance payable pursuant to Article II, B (2) (b) of the Plan to the Spouse of a
Grandfathered Deceased Retired Participant shall be paid to the Spouse in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (3) (A) of the Plan; and 
 (ii) is the Grandfathered Supplemental SIB Allowance shall be paid to the Spouse in the same form as the Survivor Income Benefit Allowance
is paid from the Survivor Income Benefit Plan commencing on the SMERP Benefit Payment Date specified in Article I, (kk) (3) (B) of the Plan. 
 (4) Supplemental Optional Payment Allowance. The Supplemental Optional Payment Allowance payable pursuant to Article II, B (3) of the Plan to the Beneficiary of a Grandfathered Deceased Retired Participant
shall be paid in the form of Optional Payment approved by the Administrator commencing on the SMERP Benefit Payment Date specified in Article I, (kk) (4) of the Plan. 
  


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 (5) Termination of Grandfathered Allowances. 
 (a) The payment of any Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and Grandfathered
Optional Payment Allowance in any form other than a Single Sum Payment shall terminate on the same date as payment would terminate under the Salaried Retirement Plan. 
 (b) The payment of any Grandfathered Supplemental SIB Allowance in any form other than a Single Sum Payment shall terminate on the same
date as payment would terminate under the Survivor Income Benefit Plan. 
 (6) Optional Payment. A Grandfathered Participant who is
eligible to retire on a Full, Deferred or Early Retirement Allowance may make application to the Administrator to receive an Optional Payment with respect to his Grandfathered Supplemental Retirement Allowance in lieu of the Single Sum Payment
otherwise payable after his Separation from Service. 
 (a) The application for an Optional Payment shall specify: 

(i) the form in which such Optional Payment is to be paid, 
 (ii) the Beneficiary, if any, who will receive benefits after the death of the Employee, and 
 (iii) the SMERP Benefit Payment Date. 
 (b) In the case of a Participant 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 Participant attains the age
of sixty-five (65) years. 
 (c) The Administrator shall notify the Committee of all applications for an Optional
Payment. The Administrator may grant or deny any such application in its sole and absolute discretion. Except as provided in Subparagraphs (d) and (e) of this Article II, C (6) of the Plan, a Participant shall not receive his
Grandfathered Supplemental Retirement Allowance in the form of a Single Sum Payment after the Administrator has granted the Participant’s application for an Optional Payment. In the event the Participant or Retired Participant incurs a Change
in Circumstance on or after the date of the filing of the application for an Optional Payment and prior to his SMERP Benefit Payment Date, the Participant or Retired Participant may file an application with the Administrator within ninety
(90) days of the Change in Circumstance, but in no event later than his SMERP Benefit Payment Date, to change the form of Optional Payment, or to change the Beneficiary who is to receive a benefit after the death of the Retired Participant in
accordance with the Optional Payment method originally filed with the Administrator. 
 (d) An application for an Optional
Payment with respect to a Grandfathered Participant’s Grandfathered Supplemental Retirement Allowance in lieu of the Single Sum Payment otherwise payable after his Separation from Service shall be of no force and effect if: 
 (i) the Participant does not retire on a Full, Deferred or Early Retirement Allowance, 
  

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 (ii) the Participant 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 any other long-term disability plan of a Participating Company, or 
 (iii) the Participant is retired for ill health, disability or hardship under Article II, A 3 (a) of the Salaried 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 II, C (6) (d) of the Plan, payment of the Grandfathered Participant’s Supplemental Retirement Allowance shall be made in a Single Sum Payment pursuant to Article II, C (1) (a) of
the Plan on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan, but otherwise such application for an Optional Payment shall be effective on the Participant’s Date of Retirement on a Full, Deferred or
Early Retirement Allowance and the Grandfathered Participant’s Grandfathered Supplemental Retirement Allowance shall commence on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (B) 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 Participant 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 Retired Participant’s termination of employment precedes the first
anniversary of the filing of the application with the Administrator and his benefits shall commence in the SMERP Benefit Payment Date specified in Article I, (kk) (1) (C) of the Plan. 
 (7) Exceptions. Notwithstanding the preceding provisions of this Paragraph C, 
 (a) the Administrator may cause the distribution of that portion of the Supplemental Retirement Allowance that is the Grandfathered
Supplemental Retirement Allowance to any group of similarly situated Grandfathered Retired Participants (or their Spouses or other Beneficiaries) in a Single Sum Payment or as an Optional Payment; and 
 (b) the Administrator shall distribute that portion of a Retired Participant’s Supplemental Retirement Allowance that is the
Grandfathered Supplemental Retirement Allowance in a Single Sum Payment if such portion of the Supplemental Retirement Allowance payable in equal monthly payments is not more than $250 per month. 
  

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 (8) Actuarial Equivalents. Any Supplemental Survivor Allowance or Supplemental Optional Payment
Allowance payable under this Plan to any Spouse or other Beneficiary commencing at an age other than the Retired Participant’s Normal Retirement Age shall be the Actuarial Equivalent of the benefit payable pursuant to the terms of the Plan in
equal monthly payments for life commencing at the Retired Participant’s Normal Retirement Age. 
 (9) Delayed Single Sum
Payments. If any Single Sum Payment is made later than the date otherwise specified in this Article II, C of the Plan and such late payment is not due in whole or in part to the fault of the Retired Participant (or his Beneficiary), interest at
a rate to be determined by the Administrator shall be added to such Single Sum Payment. 
  

	D.	REDUCTION OF BENEFITS 

 (1) Supplemental Retirement Allowance. 
 (a) The Supplemental Retirement Allowance
payable to a Retired Participant shall be reduced by the greater of: 
 (i) the Actuarial Equivalent of the benefits payable
pursuant to any Other Plan to the extent that service used to determine the amount of benefits payable from such Other Plan is also used to calculate the amount of a Retired Participant’s Supplemental Retirement Allowance under this Plan, or

 (ii) the amount set forth in, or determined in accordance with, the Participant’s designation as such pursuant to
Article I, (bb) of the Plan, assuming in each case that the Participant elected to receive such benefits in equal monthly payments for his life; 
 (b) provided, however, that: 
 (i) in the event the Supplemental Retirement Allowance is paid
to the Retired Participant (or his beneficiary) in a Single Sum Payment prior to the Retired Participant’s Benefit Commencement Date, such Supplemental Retirement Allowance shall be computed in accordance with the applicable provisions of
Article II, A (1) of the Plan, as reasonably estimated by the Administrator, reduced by the Actuarial Equivalent of the projected annual amount of benefits payable pursuant to any Other Plan assuming that such benefits are payable to the
Retired Participant in equal monthly payments for life; and 
 (ii) in the event the benefit equalization retirement allowance
under the Benefit Equalization Plan is paid to the Retired Participant (or his Spouse or other beneficiary) in a single sum payment (as defined in the Benefit Equalization Plan) prior to the Retired Participant’s Benefit Commencement Date, the
amount of the reduction to the Participant’s Supplemental Retirement Allowance shall be determined in good faith by the Administrator. 
  

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 (2) Supplemental Survivor Allowance or Supplemental Survivor Income Benefit Allowance. Any
Supplemental Survivor Allowance or Supplemental Survivor Income Benefit Allowance payable to the Spouse of a Deceased Participant or of a Deceased Retired Participant pursuant to Article II, B of the Plan shall be reduced by the Actuarial Equivalent
of the maximum benefits for which the Spouse was actually eligible under the Salaried Retirement Plan, the Benefit Equalization Plan and the Survivor Income Benefit Plan assuming that the Participant elected to receive a Retirement Allowance under
the Salaried Retirement Plan and a benefit equalization retirement allowance under the Benefit Equalization Plan in equal monthly payments for the life of the Retired Participant. 
 (3) Supplemental Optional Payment Allowance. Any Supplemental Optional Payment Allowance payable to the Beneficiary of a Grandfathered Deceased
Retired Participant pursuant to Article II, B of the Plan shall be reduced by the Actuarial Equivalent of the benefits payable pursuant to the Salaried Retirement Plan and the Benefit Equalization Plan assuming that the Grandfathered Deceased
Retired Participant had elected to receive such benefits in equal monthly payments for life. 
 (4) Employment Outside of United
States. The Supplemental Retirement Allowance of a Participant, who as a result of employment outside of the United States, has benefits accrued to him under the social security, or similar laws, of a country other than the United States may, in
the discretion of the Administrator, be reduced by the Actuarial Equivalent of such benefits, assuming that such Participant elected to receive such benefits in equal monthly payments for life. 
 (5) Prior Single Sum Payment. No benefits shall be payable to the Spouse or other beneficiary of a Deceased Retired Participant pursuant to
Article II, B of the Plan, if prior to his death the Deceased Retired Participant received a Single Sum Payment from this Plan or the Single Sum Payment is made after his death to his Spouse or a Beneficiary. 
  

	E.	APPLICATION OR NOTIFICATION FOR PAYMENT OF ALLOWANCES


 (1) Notification of SMERP Benefit Payment Date. An application for retirement pursuant to Article II, B of the
Salaried Retirement Plan shall be deemed notification to the Administrator of the SMERP Benefit Payment Date of a Supplemental Retirement Allowance (or other benefit) in accordance with the terms of this Plan. 
 (2) Notification of Beneficiary. In the event a Grandfathered Participant shall not have elected an Optional Payment method with respect to that
portion of his Supplemental Retirement Allowance that is Grandfathered Supplemental Retirement Allowance, the Grandfathered Participant may specify the Beneficiary to whom payment of the Single Sum Payment shall be made in the event the
Grandfathered Participant dies after his Separation from Service, but prior to his SMERP Benefit Payment Date. If no Beneficiary is specified, the Beneficiary shall be the Participant’s Spouse, and if there is no Spouse, the Beneficiary shall
be the Grandfathered Participant’s estate. 
  

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 ARTICLE III 
 SUPPLEMENTAL PROFIT-SHARING ALLOWANCES 
  

	A.	SUPPLEMENTAL PROFIT-SHARING ALLOWANCES 

 A Participant may be granted a Supplemental Profit-Sharing Allowance equal to the amount, if any, by which the sum of the Operating Company Contribution
which would have been made to the Profit-Sharing Plan and the amount which would have been credited to his account under the Benefit Equalization Plan had such Participant been eligible to participate in such plans for a plan year, exceeds the
amount, if any, of employer contributions (excluding any contributions which the Participant has elected to have an employer make on his behalf pursuant to a cash or deferred arrangement) actually made or credited for the plan year on behalf of such
Participant under a defined contribution plan qualified under Section 401(a) of the Code, an excess benefit plan (as defined in ERISA) and a plan maintained primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees maintained by any other member of the Controlled Group. In addition, a Participant’s Supplemental Profit-Sharing Allowance may also include the amount of Company Match Contributions which would have
been made to the Profit-Sharing Plan and the amount which would have been credited to his account under the Benefit Equalization Plan had such Participant been eligible to participate in such plans for a plan year (assuming that the Participant
contributed an assumed percentage of his Compensation to the Profit-Sharing Plan for such year), less any offsets determined by the Appointee. 
  

	B.	CREDITS TO SUPPLEMENTAL PROFIT-SHARING ALLOWANCE; SMERP BENEFIT
PAYMENT DATE 

 (1) Valuation. Any amounts credited to a
Participant’s account pursuant to the provisions of this Article III shall be deemed to have been invested in Part C of the Fund (Interest Income Fund) under the Profit-Sharing Plan and shall be valued in accordance with the provisions of
the Profit-Sharing Plan. 
 (2) Payment. A Participant shall receive his Supplemental Profit-Sharing Allowance in a Single Sum Payment
on the Payment Date, but no later than the Latest Payment Date. If a Participant or former Participant dies before receiving such Supplemental Profit-Sharing Allowance, payment shall be made to his Beneficiary in a Single Sum Payment on the Payment
Date, but no later than the Latest Payment Date. 
 (3) Application. A Participant or former Participant (or Beneficiary) shall make
application to the Administrator (or his delegate) for distribution of Supplemental Profit-Sharing Allowance under this Plan. Any such application shall specify the Beneficiary to whom payment of the Single Sum Payment shall be made in the event the
Participant dies after his Separation from Service, but prior to his SMERP Benefit Payment Date. 
  

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 ARTICLE IV 
 FUNDS FROM WHICH ALLOWANCES ARE PAYABLE 
  

	A.	ESTABLISHMENT AND MAINTENANCE OF INDIVIDUAL ACCOUNTS;
CONTRIBUTIONS 

 (1) Establishment of Accounts. Individual accounts shall be
established for the benefit of each Participant (or Beneficiary) under the Plan. Any benefits payable from an individual account shall be payable solely to the Participant (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 Participant’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. 
 (2) Contributions. The contributions by each Participating Company on behalf of its Participants 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. No Participant, Spouse or Beneficiary shall, unless the Plan expressly
provides otherwise, have any right or claim whatsoever to any specific assets of a Participating Company or of any trust. 
  

	B.	MAINTENANCE OF BOOK RESERVES 

 Each Participating Company shall maintain such reserves on its books with respect to Participants who are employed by such Participating Company as
determined by the actuary for the Plan. 
  

 29 








 ARTICLE V 
 ADMINISTRATION 
  

	A.	DUTIES OF THE ADMINISTRATOR 

 The general administration of the Plan shall be vested in the Administrator. The Administrator may employ and rely on actuaries, legal counsel,
accountants and agents as they deem advisable. 
  

	B.	APPLICABILITY OF DUTIES OF THE ADMINISTRATOR UNDER THE
SALARIED RETIREMENT PLAN TO THE PLAN 

 All powers, rights, duties and responsibilities assigned to the Administrator under the Salaried Retirement Plan applicable to this Plan shall be the powers, rights, duties and responsibilities of the Administrator
under the terms of this Plan. 
  

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 ARTICLE VI 
 AMENDMENT AND DISCONTINUANCE OF THE PLAN 
  

	A.	AMENDMENT OF THE PLAN BY THE BOARD OF
DIRECTORS OF ALTRIA GROUP, INC., THE COMMITTEE AND THE ADMINISTRATOR


 (1) Authority to Amend. 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: 
 (a) to the Committee, if the amendment (or amendments) will not increase the annual cost of the Plan by $10,000,000; and 
 (b) to the Administrator, if the amendment (or amendments) will not increase the annual cost of the Plan by $500,000. 
 (2) Permitted Amendments. 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 Participant, Retired Participant,
Spouse or Beneficiary of any Allowances accrued at the time of such amendment. 
  

	B.	TERMINATION OF THE PLAN 

 (1) Authority to Terminate. The Board may terminate the Plan for any reason at any time, provided that such termination shall not adversely affect
the rights of any Participant, Retired Participant, Spouse or Beneficiary to benefits accrued to the date of termination. 
 (2)
Participant Rights Upon Termination. In the event the Plan is terminated, each Participant, whether or not such Participant is eligible to receive benefits under this Plan, shall be immediately and fully vested in the benefits set forth in
Article II of the Plan accrued to the date of termination of the Plan. Payment of any such benefits shall be made or commence to be made at the time such Participant (or his Spouse or Beneficiary) meets, under the terms of the Plan at the time
of its termination, the requirement for payment of benefits under the Plan. 
  

	C.	CHANGE OF CONTROL PROVISIONS 

 Notwithstanding any other provision of the Plan to the contrary, in the event of a Change of Control of Altria Group, Inc., each Participant shall
immediately be fully vested in the benefits set forth in Article II of the Plan which have accrued through the date of the Change of Control and, upon the Change of Control, each Participant (or his Spouse or Beneficiary) shall be entitled to a
Single Sum Payment in an amount which is the Actuarial Equivalent of such accrued benefits, which amount shall be paid within 30 days of the Change of Control. 
  

 31 








 ARTICLE VII 
 FORMS; COMMUNICATIONS 
  

	A.	FORMS; USE OF ELECTRONIC MEDIA 

 The Administrator shall provide such appropriate forms as he 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 a Participant or
Retired Participant to make an election using electronic medium (including an interactive telephone system and a website on the Intranet). 
  

	B.	COMMUNICATIONS CONCERNING THE PLAN 

 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. 
  

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 ARTICLE VIII 
 INTERPRETATION OF PROVISIONS 
  

	A.	DISCRETIONARY AUTHORITY TO INTERPRET THE PLAN


 All power and authority with respect to the discretionary authority of the Administrator to interpret the provisions of the
Salaried Retirement Plan shall be the power and authority of the Administrator to interpret the provisions of this Plan, including discretionary authority to determine all matters arising in the administration, interpretation and application of the
Plan; discretionary authority to construe Plan terms and provisions and to make factual determinations and to remedy any ambiguities, inconsistencies or omissions of any kind; discretionary authority to determine the eligibility of any employee of a
Participating Company to participate in the Plan; and to determine the amount of any benefit to which any person is entitled to under the Plan; provided, however, that the Administrator who makes a request for payment of a Supplemental
Retirement Allowance in accordance with a form of distribution authorized under the Salaried Retirement Plan shall excuse himself from any and all deliberations and decisions in connection with such request. 
  

 33 








 ARTICLE IX 
 APPLICABILITY OF PROVISIONS OF SALARIED RETIREMENT 
 PLAN AND SURVIVOR INCOME BENEFIT PLAN

  

	A.	APPLICABILITY OF PROVISIONS OF SALARIED RETIREMENT PLAN
AND SURVIVOR INCOME BENEFIT PLAN TO THE PLAN 

 Except as expressly provided to the contrary, all of the provisions, conditions and requirements set forth in the Salaried Retirement Plan and where
applicable, the Survivor Income Benefit Plan, with respect to eligibility for and payment of benefits thereunder shall be equally applicable to the granting of Supplemental Retirement Allowances, Supplemental Survivor Income Benefit Allowances and
other benefits to Participants and Beneficiaries pursuant to this Plan and the payment thereof pursuant to the provisions of this Plan. Whenever a Participant’s rights under this Plan are to be determined, appropriate reference shall be made to
the Salaried Retirement Plan or the Survivor Income Benefit Plan, as applicable. 
  

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 ARTICLE X 
 CERTAIN RIGHTS AND LIMITATIONS 
  

	A.	NONASSIGNMENT AND NONALIENATION 

 No benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void; nor shall any benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit. In the event that the Administrator shall find that any
Participant, Retired Participant, Spouse or other beneficiary under the Plan has become bankrupt or that any attempt has been made to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge any of his benefits under the Plan, then
such benefits shall cease, and in that event, the Administrator shall hold or apply the same to or for the benefit of such Participant, Retired Participant, Spouse or other beneficiary or apply the same to or for the benefit of such Participant,
Retired Participant, Spouse or other beneficiary, in such manner as the Administrator may deem proper. 
  

	B.	BENEFITS CONDITIONED ON MEETING ALL REQUIREMENTS UNDER THE
PLAN 

 Except as otherwise expressly provided in the Plan, Supplemental Retirement
Allowances, Supplemental Profit-Sharing Allowances and Supplemental Survivor Income Benefit Allowances and other benefits shall be payable only if the Participant meets all of the requirements for benefits under the Plan. 
  

 35 








 EXHIBIT A  
 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 applicable mortality table is the 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 prescribed in Rev. Rul. 2001-62 as GAR 1994). 
  

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 APPENDIX 1 
 Designations of Participation Under the 
 Supplemental Management Employees’ Retirement Plan

 Mr. Michael E. Szymanczyk 
 Mr. Szymanczyk was designated as a participant in the Supplemental Management Employees’ Retirement Plan on July 26, 2002, by Geoffery C. Bible, Chairman and Chief Executive Officer, Altria Group, Inc. 
 The Supplemental Retirement Allowance of Mr. Szymanczyk shall be calculated as described in Article II A (1) of the Plan, as supplemented as 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 Plan, by the Actuarial Equivalent value of any benefits payable to him under other retirement benefits to which the Company contributed, for like service. 
 Only that portion of Mr. Szymanczyk’s Supplemental Retirement Allowance that is his Grandfathered Supplemental Retirement Allowance shall be paid from this Plan. The remainder of such benefit awarded to him
pursuant to the foregoing provisions of this Appendix I shall be paid pursuant to the terms of the Benefit Equalization Plan. 
  

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 Mr. Kevin P. Benner 
 Mr. Benner was designated as a participant in the Supplemental Management Employees’ Retirement Plan on June 8, 2008 by Michael E. Szymanczyk, Chairman & Chief Executive Officer, Altria Group,
Inc. 
 In accordance with the provisions of Article II, Section A (1) of the Plan, Mr. Benner shall be credited with two months of benefit service for
each month he continues employment on and after January 1, 2009, until he reaches age 60. Mr. Benner’s Supplemental Retirement Allowance shall be reduced as prescribed pursuant to Article II, Section D of the Plan, by the Actuarial
Equivalent value of any benefits payable to him under other Company-sponsored retirement benefit plans for the same service. 
 This additional service also
shall apply in determining his credited service for purposes of the required service-related contribution for retiree health care coverage. The additional service does not apply to any benefit payable by the Company that is applicable to service
while at Kraft Foods. 
 Any Supplemental Retirement Allowance or derivative thereof accrued on and after January 1, 2005 may be paid on a before-tax
basis or on an after-tax basis in the sole and absolute discretion of the Administrator, using a methodology consistent with that used to calculate the After-Tax BEP Combined Allowance (converted to a pre-tax amount) of a TP Employee under the
Benefit Equalization Plan. 
  

 38