Form of Supplemental Employee Grantor Trust Enrollment Agreement

Exhibit 10.4

FORM OF SUPPLEMENTAL EMPLOYEE GRANTOR TRUST ENROLLMENT AGREEMENT


This agreement (" Agreement" ) is made the day of , 2005, between (the " Employee" ), the person, if any, to whom the Employee is legally married (the " Employee' s Spouse" ), Altria Corporate Services, Inc. (" ALCS" ) and those affiliates of ALCS set forth on Exhibit B (the " Company" ) by whom the Employee is or has been employed.

Introduction


The Company has established and maintained the Benefit Equalization Plan and the Supplemental Management Employees' Retirement Plan (the " Supplemental Plans" or the " Plans" ).


Previously the Employee, the Employee' s Spouse and the Company entered into one or more Employee Grantor Trust Enrollment Agreements (the most recent of which, including any amendments thereto, is hereinafter referred to as the " Original Enrollment Agreement" ) providing for payments to or on behalf of the Employee by the relevant participating employer or employers in discharge of their respective obligations under the Supplemental Plans, such payments to be made to an Employee Grantor Trust established by the Employee (the " Trust" ). The parties wish to acknowledge that the Original Enrollment Agreement will apply to those accrued benefits under the Supplemental Plans attributable to service rendered before January 1, 2005, to provide in this Agreement for the payment of additional current compensation to the Employee for services rendered in each year after 2004 in the amount specified below in consideration for the Employee' s agreement to waive participation in the Supplemental Plans with respect to service attributable to periods after December 31, 2004, and to provide for the payment of such additional compensation into the Employee Grantor Trust established by the Employee pursuant to the Original Enrollment Agreement in accordance with the terms specified below.

In consideration of their mutual undertakings, the Company, the Employee, and the Employee' s Spouse agree as follows:

I. Waiver of Right to Accrue Further Benefits in Supplemental Plans and Continued

Maintenance of Grantor Trust

1.1 In consideration of the Company' s agreement to make the Target Payments as provided for in Article II, the Employee hereby waives the right to accrue any benefits under the Supplemental Plans with respect to service performed after December 31, 2004 and agrees to cease active participation in the Supplemental Plans effective as of that date.

1.2 The Employee agrees to continue to maintain the Trust for the purpose of


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Exhibit 10.4

receiving and holding (a) the cash deposits made pursuant to the Original Enrollment Agreement and (b) any additional cash deposits made pursuant to Article II of this Agreement. The cash deposits made pursuant to the Original Enrollment Agreement, including any Funding Payments made under that Agreement with respect to service performed by the Employee for periods before January 1, 2005 and earnings on those deposits, shall offset the benefits accrued by the Employee under the Supplemental Plans as of December 31, 2004, as provided in the Original Enrollment Agreement. Such Funding Payments, and any earnings thereon, shall be maintained by the Trustee in a separate subaccount in the Trust (hereinafter referred to as " Subaccount FP-A" ). This Agreement shall govern the terms of any current compensation payments deposited by the Company on behalf of the Employee in the Trust pursuant to Article II below, which compensation payments and earnings thereon shall be maintained by the Trustee in a separate subaccount (hereinafter referred to as " Subaccount TP" ).

1.3 The Employee and the Employee' s Spouse, if any, agree that they will not directly contribute any additional funds to Subaccount TP. The Employee and the Employee' s Spouse also understand that assets held in Subaccount TP will be available for distribution or withdrawal only (a) after the Employee' s retirement, death or other termination of employment with the Company (for this purpose treating Kraft Foods, Inc. or one of its subsidiaries (" Kraft" ) as part of the Company so long as Kraft is then a member of a controlled group of corporations including the Company), which may include termination by reason of long-term disability, (b) in certain circumstances in which there has been a transfer of the Employee' s employment with the Company or Kraft to a foreign jurisdiction resulting in a termination of the Trust, (c) in other limited circumstances permitted under the Employee Grantor Trust Agreement, and (d) to the extent that Trust withdrawals are necessary to pay taxes on Trust earnings as provided in Section 3.1.


1.4 The Employee and the Employee' s Spouse, if any, understand that, under the terms of the Employee Grantor Trust Agreement, the Trustee intends to exercise its investment discretion in a manner consistent with the purpose of the Trust specified in Section I.(3) of the Trust Agreement and acknowledge that they have been informed that the Trustee currently intends to invest the Trust assets in one or more of the Fidelity Freedom Funds in the manner set forth in Item 3 of Schedule A of the Employee Grantor Trust Agreement, but that the Trustee retains discretion to change the assets in which the Trust will be invested.

1.5 The Employee (or in the event of the Employee' s death, the Employee' s Beneficiary(ies) as designated by the Employee in the manner specified by the Administrator) may exercise the rights of withdrawal provided for in Section 1.3 above by directing the Trustee in writing to liquidate the Trust assets and distribute the proceeds to the Employee or Beneficiary(ies) as the case may be. In the absence of such written direction, the assets in Subaccount TP shall be distributed to the Employee or his or her Beneficiary(ies), as relevant, following the Employee' s termination of employment in kind to the extent feasible and otherwise in cash, except to the extent any new trust agreement entered into between the Employee (or the Employee' s Beneficiary(ies)) and Fidelity Management Trust Company as contemplated by Section I.(7) of the Grantor Trust Agreement otherwise provides.


1.6 Under no circumstances whatever shall the Company, any other employer, or the


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Exhibit 10.4

Administrator have any interest in, or be entitled to receive, any of the Trust assets.


II. Payments to Trust and Maintenance of Assumed Trust Balances


2.1 Subject to its right provided in Section 2.5 to discontinue making payments described in Section 2.2, for each year that the Employee is employed by the Company or by Kraft (if Kraft is then a member of a controlled group of corporations including the Company), the Company agrees to make a payment of additional cash compensation to the Employee for that year in the form of a payment to the Trust established by the Employee of an amount determined in accordance with the provisions of Section 2.2 (the " Target Payment" ). The Employee directs the Company and its agents (a) to deduct federal, state, and local taxes, using the tax-rate assumptions set forth on Exhibit A (except to the extent that applicable law requires withholding at a higher rate), and any employment or other applicable taxes from the Target Payment, and remit such taxes to the appropriate authorities, and (b) to pay the remainder of the Target Payment into Subaccount TP in cash.

2.2 For any calendar year, the Target Payment to be made early in the following year will be determined in accordance with the following provisions.


(a) The Target Payment will include the sum of the amounts determined under Sections 2.2(a)(i), (ii) and (iii) below:

(i) an amount equal to:

(A) the present value of the after-tax benefit that the Employee would have accrued for the year if he or she had been a participant in the defined benefit portions of the Supplemental Plans for the year, based solely on the benefit service for that year (but not more than one year) that would have been taken into account under the Supplemental Plans, calculated using reasonable assumptions relating to factors such as, but not limited to, retirement age, earnings in Subaccount TP, and interest rates, all as determined by the Company, and the tax-rate assumptions set forth in Exhibit A; plus

(B) the present value of any after-tax benefits other than those described in Section 2.2(a)(i)(A) above that the Employee would have accrued under the defined benefit portions of the Supplemental Plans during the year, if he or she had been a participant in the Supplemental Plans for the year, as a result of continued service with, or changes in compensation from, the Company (or Kraft, if Kraft is then a member of a controlled group of corporations including the Company) during the year, determined using the assumptions set forth in Section 2.2(a)(i)(A) immediately above;


(ii) an amount equal to the estimated after-tax value (calculated using


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Exhibit 10.4

the tax-rate assumptions set forth in Exhibit A) of the deemed Company contribution that would have been allocated to the Employee' s account for the year if he or she had been a participant in the defined contribution portion of the Supplemental Plans for the year; and

(iii) an amount estimated by the Company to be sufficient to enable the Employee to pay the applicable income taxes on the earnings of Subaccount TP for the year with respect to which the Target Payment is to be made and on any hypothetical earnings of Assumed Trust Account TP maintained for the Employee pursuant to Section 2.3 for such year if those amounts had been actual earnings;


(b) For Target Payments made with respect to 2006 and subsequent years, the amount determined in accordance with Section 2.2(a) will be adjusted, positively or negatively, to reflect:


(i) the amount by which the earnings on the assets in Subaccount TP for the year for which the Target payment is being made deviate from the amount the assets in Subaccount TP would have earned if (A) the rate of return for such year on the assets in Subaccount TP attributable to the portions of prior Target Payments that were determined as if the Employee had participated in the defined benefit components of the Supplemental Plans equaled the corresponding earnings rates incorporated in the assumptions described in Section 2.2(a)(i), and (B) the rate of return on the assets in Subaccount TP attributable to the portions of prior Target Payments that were determined as if the Employee had participated in the defined contribution component of the Supplemental Plans equaled the amount that would have been credited under the Supplemental Plans, in both cases treating Subaccount TP as though it contained any balance in Assumed Trust Account TP maintained pursuant to Section 2.3;

(ii) the decrease, if any, in the present value of the accrued benefit that would have resulted from not commencing benefits under the defined benefit components of the Supplemental Plans if the Employee had participated in such plans during the year with respect to which the Target Payment is being made, as measured by the decrease, if any, resulting from substituting in the Target Payment calculation made for the year immediately preceding the year with respect to which the Target Payment is being made the Employee' s age as of the end of the year with respect to which the Target Payment is being made;


(iii) the increase or decrease that would result from recalculating (as if ...