Supplemental Management Employees' Retirement Plan of Altria Group, Inc.



 Exhibit 10.1 
 SUPPLEMENTAL MANAGEMENT EMPLOYEES’ RETIREMENT PLAN 
 Effective October 1,
1987 
 (As amended and in effect as of January 1, 2012) 







 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	  	 	7	  
	 (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	  	 	12	  
	 (ii)
	    	Separation from Service, Separates from Service or Separated from Service	  	 	12	  
	 (jj)
	    	Single Sum Payment	  	 	13	  
	 (kk)
	    	SMERP Benefit Payment Date	  	 	14	  
	 (ll)
	    	Specified Employee	  	 	16	  
	 (mm)
	    	Supplemental Joint and Survivor Allowance	  	 	16	  









							
	 (nn)
	    	Supplemental Optional Payment Allowance	  	 	16	  
	 (oo)
	    	Supplemental Profit-Sharing Allowance or Profit-Sharing Allowance	  	 	16	  
	 (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	  	 	17	  
	 (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	  
	 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	  








 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, 2012. It also governs any Employee who is designated as a Participant on or after January 1, 2012. 

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, 2012 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 indirectly, more than 80% of, respectively, the then outstanding shares of


  
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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 generally in the election of directors is then beneficially owned, directly or indirectly, by any Person (excluding any employee benefit plan (or related 

  
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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.” 
  

	 	(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. 

  
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	 	(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;

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

  
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	 	(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 1 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 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 

  
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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 

(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: 


  
 -10-









 (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 
 (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. 

  
 -11-










	 	(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. 
  

	 	(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). 

  
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	 	(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. 
 (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. 

  
 -13-









 (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 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


  
 -14-









 
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. 
 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 

  
 -15-









 
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 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 

  
 -16-









 
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. 

 

	 	(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. 

  
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	 	(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 that portion of the
Supplemental Optional Payment Allowance elected by the Retired 

  
 -20-









 
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) 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, 

  
 -21-









 
(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. 
 (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 

  
 -22-









 
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. 

(5) Termination of Grandfathered Allowances. 

(a) The payment of any Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and
Grandfathered Optional Payment 

  
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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: 

  
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 (i) the Participant does not retire on a Full, Deferred or Early Retirement
Allowance, 
 (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. 

(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 

  
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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. 

(10) Conversion to after-tax amount. Any Allowance, Supplemental Survivor Allowance, Supplemental Survivor Income Benefit
Allowance or Supplemental Optional Payment Allowance may, in the sole discretion of the Appointee, be converted from a before-tax amount to an after-tax amount using the same methodology and actuarial assumptions used under the Benefit Equalization
Plan. 
  

	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


  
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reduction to the Participant’s Supplemental Retirement Allowance shall be determined in good faith by the Administrator. 

(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. 

  
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 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. 

  
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 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. 

  
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 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.


  
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 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 
 BENEFIT FOR MICHAEL SZYMANCZYK 
 The Supplemental Retirement Allowance of
Mr. Szymanczyk shall be calculated as described in Article IIA(1) of the Plan, as supplemented by the letter agreement set forth below, provided however, that in no event shall the present value of defined benefits that can be paid at any age
to him exceed thirty million dollars ($30,000,000). 
 Should Mr. Szymanczyk continue employment until age 55, or, if prior to age 55,
suffer a Termination Event as defined in his 2002 Letter Agreement, he would be credited with an additional 5 years of service for all purposes, and receive his retirement benefit without any actuarial reduction for early commencement. To the extent
he continues employment beyond age 55, he will also be credited with 2 years of service for each year of service until age 60. 
 Further,
should he die or become disabled prior to attaining age 55, he or his spouse would be entitled to receive a pension benefit enhancement based on adding 5 years to his actual service as of the date of death or disability. In addition, 1) if he
becomes disabled prior to age 55, he will be entitled to receive an immediate Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement; 2) if he dies prior to age 55, his spouse will be entitled
to receive commencing as of the date he would have attained age 55 the survivor portion of a Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement; and 3) should he die on or after attaining
age 55 and prior to retirement, his spouse would be entitled to receive the survivor portion of an immediate Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement. 

The Supplemental Retirement Allowance shall be reduced as prescribed pursuant to Article II, Section C of the Supplemental Management Employees’
Retirement Plan, by the Actuarial Equivalent value of any benefits payable to him under other retirement benefits to which the Company contributed, for like service. 

  
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