Supplemental Management Employees' Retirement Plan

Exhibit 10.31

SUPPLEMENTAL MANAGEMENT EMPLOYEES' RETIREMENT PLAN

Effective October 1, 1987 (As amended and in effect as of January 1, 2008)


(Adopted on

December 23, 2008)

TABLE OF CONTENTS

Page

PREAMBLE 1

ARTICLE I DEFINITIONS 2

(a) Accredited Service 2

(b) Actuarial Equivalent 2

(c) Administrator 2

(d) Allowances 2

(e) Appointee 2

(f) Beneficiary 3

(g) Benefit Equalization Plan 4

(h) Change in Circumstance 4

(i) Change of Control 5

(j) Chief Executive Officer 7

(k) Company 7

(l) Compensation 7

(m) Deceased Participant 8

(n) Deceased Retired Participant 8

(o) Earned and Vested 8

(p) Employee 8

(q) Exchange Act 8

(r) Grandfathered Deceased Participant 8

(s) Grandfathered Deceased Retired Participant 8

(t) Grandfathered Participant 8

(u) Grandfathered Retired Participant 9

(v) Grandfathered Supplemental Retirement Allowance 9

(w) Grandfathered Supplemental Survivor Allowance 9

(x) Grandfathered Supplemental SIB Allowance 10

(y) Latest Payment Date 10

(z) Optional Payment 11

(aa) Other Plan 11

(bb) Participant 12

(cc) Payment Date 12

(dd) Plan 12

(ee) Profit-Sharing Plan 12

(ff) Retired Participant 12

(gg) Salaried Retirement Plan 12

(hh) Secular Trust Participant 13

(ii) Separation from Service, Separates from Service or Separated from Service 13

(jj) Single Sum Payment 13

(kk) SMERP Benefit Payment Date 14

(ll) Specified Employee 16


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(mm) Supplemental Joint and Survivor Allowance 16

(nn) Supplemental Optional Payment Allowance 16

(oo) Supplemental Profit-Sharing Allowance or Profit-Sharing Allowance 17

(pp) Supplemental Retirement Allowance 17

(qq) Supplemental SIB Allowance Payment Date 17

(rr) Supplemental Survivor Allowance 17

(ss) Supplemental Survivor Allowance Payment Date 17

(tt) Supplemental SIB Allowance 18

(uu) Survivor Income Benefit Plan 18

(vv) Vested Retirement Allowance 18

ARTICLE II SUPPLEMENTAL RETIREMENT AND RELATED ALLOWANCES 19

A. Supplemental Retirement Allowances 19

B. Supplemental Survivor Allowances, Supplemental SIB Allowances and Supplemental Optional Payment Allowances 20

C. SMERP Benefit Payment Date and Termination of Supplemental Retirement Allowances, Supplemental Survivor Allowances, Supplemental Survivor Income Benefit Allowances and Allowances Payable in the Form of an Optional Payment 21

D. Reduction of Benefits 26

E. Application or Notification for Payment of Allowances 27

ARTICLE III SUPPLEMENTAL PROFIT-SHARING ALLOWANCES 28

A. Supplemental Profit-Sharing Allowances 28

B. Credits to Supplemental Profit-Sharing Allowance; SMERP Benefit Payment Date 28

ARTICLE IV FUNDS FROM WHICH ALLOWANCES ARE PAYABLE 29

A. Establishment and Maintenance of Individual Accounts; Contributions 29

B. Maintenance of Book Reserves 29

ARTICLE V ADMINISTRATION 30

A. Duties of the Administrator 30

B. Applicability of Duties of the Administrator under the Salaried Retirement Plan to the Plan 30

ARTICLE VI AMENDMENT AND DISCONTINUANCE OF THE PLAN 31

A. Amendment of the Plan by the Board of Directors of Altria Group, Inc., the Committee and the Administrator 31

B. Termination of the Plan 31

C. Change of Control Provisions 31

ARTICLE VII FORMS; COMMUNICATIONS 32

A. Forms; Use of Electronic Media 32


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B. Communications Concerning the Plan 32

ARTICLE VIII INTERPRETATION OF PROVISIONS 33

A. Discretionary Authority to Interpret the Plan 33

ARTICLE IX APPLICABILITY OF PROVISIONS OF SALARIED RETIREMENT PLAN AND SURVIVOR INCOME BENEFIT PLAN 34

A. Applicability of Provisions of Salaried Retirement Plan and Survivor Income Benefit Plan to the Plan 34

ARTICLE X CERTAIN RIGHTS AND LIMITATIONS 35

A. Nonassignment and Nonalienation 35

B. Benefits Conditioned on Meeting All Requirements under the Plan 35

EXHIBIT A ACTUARIAL ASSUMPTIONS USED TO CALCULATE A SINGLE SUM PAYMENT 36

APPENDIX 1 37


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SUPPLEMENTAL MANAGEMENT EMPLOYEES' RETIREMENT PLAN PREAMBLE

The Supplemental Management Employees' Retirement Plan as hereinafter set forth governs the rights of any Employee designated as a Participant under the Plan and whose Separation from Service or Date of Retirement is on or after January 1, 2008. It also governs any Employee who is designated as a Participant on or after January 1, 2008.

Effective as of January 1, 2008, the liabilities allocable to employees, former employees and retired employees of the international tobacco operations conducted by Philip Morris International Inc. and its subsidiaries were transferred from the Plan to the Philip Morris International Supplemental Management Employees' Retirement Plan, maintained by PMI Global Services Inc.

It is intended that Grandfathered Supplemental Retirement Allowances, Grandfathered Supplemental Survivor Allowances, Grandfathered Supplemental Profit-Sharing Allowances and Grandfathered Supplemental Survivor Income Benefit Allowances with respect to Grandfathered Participants (and their spouses and beneficiaries) not be subject to the requirements of Section 409A of the Code and that the Plan be interpreted in accordance with this intention. The provisions of the Plan shall not be construed to change the time and form of payment of the Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and Grandfathered Supplemental Survivor Income Benefit Allowance considered deferred before January 1, 2005 (within the meaning of Treasury Regulation a71.409A-6(a)(2) and other provisions of the Treasury Regulations under Section 409A of the Code) of a Grandfathered Participant who is a participant in the executive trust or is a Secular Trust Participant.

The rights of a person whose Separation from Service or date of becoming an Inactive Participant is before January 1, 2008 shall be governed by the provisions of the Plan as in effect on his Separation from Service or date of becoming an Inactive Participant, as the case may be, except to the extent that the Administrator has determined in his sole discretion to administer the Plan in good faith compliance with Section 409A of the Code and any then published guidance and to not cause any Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance, Grandfathered Supplemental Survivor Income Benefit Allowance and Grandfathered Supplemental Profit-Sharing Allowance to be subject to Section 409A of the Code.


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ARTICLE I

DEFINITIONS

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

(a) Accredited Service

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

Actuarial Equivalent shall mean a benefit which is at least equivalent in value to the benefit otherwise payable pursuant to the terms of the Plan, based on the actuarial principles and assumptions set forth in Exhibit I to the Salaried Retirement Plan.

(c) Administrator

Administrator shall have the same meaning as in the Salaried Retirement Plan, except that the Administrator shall not be a fiduciary (within the meaning of Section 3(21) of ERISA) with respect to any portion or all of the Plan which is intended to be exempt from the requirements of ERISA pursuant to Section 4(b)(5) thereof.

(d) Allowances Allowances shall mean a Supplemental Retirement Allowance determined under Article II, A of the Plan, a Supplemental Profit-Sharing Allowance determined under Article III of the Plan and a Supplemental Survivor Allowance determined under Article II, B of the Plan and Supplemental Survivor Income Benefit Allowance determined under Article II, B of the Plan. (e) Appointee

Appointee shall mean the person or entity who, pursuant to the provisions of the Plan, is empowered, in his or its sole discretion, to designate an Employee as a Participant and grant one or more Allowances under the Plan. (1) Appointee of a non-chief executive officer.

The Appointee with respect to an Employee who is not a chief executive officer of a Participating Company shall be the chief executive officer of his Participating Company.

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

(3) Appointee of Chief Executive Officer.

The Appointee of the Chief Executive Officer shall be the Compensation Committee of the Board of Directors of Altria Group, Inc.

(f) Beneficiary

Beneficiary shall mean: (1) Single Sum Payments . In the case of a Retired Participant whose form of payment of all or a portion of his Supplemental Retirement Allowance after his Separation from Service is a Single Sum Payment pursuant to Article II, C of the Plan, but who dies after his Separation from Service and before such Single Sum Payment is made: (A) if the Retired Participant is married on the date of his death, the Beneficiary of such Single Sum Payment shall be the Spouse to whom he was married on the date of death; and

(B) if the Retired Participant is not married on the date of his death, the Beneficiary of such Single Sum Payment shall be Retired Participant' s estate.

A Participant or Retired Participant may designate any other person or persons as the Beneficiary who is to receive a Single Sum Payment of all or any portion of his Supplemental Retirement Allowance in the event that he dies after his Separation from Service and before such Single Sum Payment is made by timely filing a beneficiary designation form with the Administrator (or his delegate), provided, however, that if the Participant or Retired Participant is married on the date of the filing of such beneficiary designation form, his Spouse must consent, in writing before a notary public to such designation.

(2) Optional Payment . In the case of a Grandfathered Participant who has elected pursuant to Article II, C (6) of the Plan to receive after his Separation from Service that portion of his Supplemental Retirement Allowance equal to the Grandfathered Supplemental Retirement Allowance in the form of an Optional Payment described in Article I, (z) (2) or (3) of the Plan, the Beneficiary of such Grandfathered Supplemental Retirement Allowance shall be the person or persons designated by the Grandfathered Participant to receive (or who, pursuant to the terms of such Optional Payment, will receive) after his death a benefit according to the option elected by the Grandfathered Participant.


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(3) Supplemental Profit-Sharing Allowance . In the case of a Participant or Inactive Participant who has been credited with a Supplemental Profit-Sharing Allowance and who dies prior to the payment of such Supplemental Profit-Sharing Allowance: (A) if the Participant or Inactive Participant is married on the date of his death, the Beneficiary of such Supplemental Profit-Sharing Allowance shall be the Spouse to whom he was married on the date of death; and

(B) if the Participant or Inactive Participant is not married on the date of his death, the Beneficiary of such Supplemental Profit-Sharing Allowance shall be the Participant' s or Inactive Participant' s estate. A Participant or Inactive Participant may designate any other person or persons (including a trust created by the Participant or Inactive Participant during his lifetime or by will) as the Beneficiary of his Supplemental Profit-Sharing Allowance in the event of his death by timely filing a beneficiary designation form with the Administrator (or his delegate), provided that if the Participant or Inactive Participant is married on the date of the filing of such beneficiary designation form, his Spouse must consent, in writing before a notary public to such designation. (g) Benefit Equalization Plan

Benefit Equalization Plan shall mean the Benefit Equalization Plan, effective as of September 2, 1974, and as amended from time to time, but only to the extent that benefits are payable pursuant to Article II, A thereof. (h) Change in Circumstance

Change in Circumstance shall mean:

(1) Marriage . The marriage of the Grandfathered Participant; (2) Divorce . The divorce of the Grandfathered Participant from his Spouse (determined in accordance with applicable state law), provided

(A) such Spouse was the Beneficiary who is to receive an Optional Payment, or (B) the Grandfathered Participant elected pursuant to Article II, C (6) of the Plan to receive an Optional Payment pursuant to Article I, (z) (1) of the Plan;

(3) Death . The death of the Beneficiary designated by the Grandfathered Participant to receive an Optional Payment after the death of the Grandfathered Participant; or

(4) Medical Condition . A medical condition of the Beneficiary, based on medical evidence satisfactory to the Administrator, which is expected to result in the


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death of the Beneficiary within five (5) years of the filing of an application for change in Optional Payment method pursuant to Article II, C (6) of the Plan.

(i) Change of Control (1) Change of Control shall mean the happening of any of the following events with respect to a Grandfathered Supplemental Retirement Allowance, a Grandfathered Supplemental Survivor Income Benefit Allowance and Grandfathered Supplemental Profit-Sharing Allowance:

(A) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a " Person" ) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of Altria Group, Inc. (the " Outstanding Company Common Stock" ) or (ii) the combined voting power of the then outstanding voting securities of Altria Group, Inc. entitled to vote generally in the election of directors (the " Outstanding Company Voting Securities" ); provided, however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Altria Group, Inc., (ii) any acquisition by Altria Group, Inc., (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Altria Group, Inc. or any corporation controlled by Altria Group, Inc. or (iv) any acquisition by any corporation pursuant to a transaction described in clauses (i), (ii) and (iii) of subparagraph (C) of this Article I, (i) (1) of the Plan; or (B) Individuals who, as of the date hereof, constitute the Board of Directors of Altria Group, Inc. (the " Incumbent Board" ) cease for any reason to constitute at least a majority of the Board of Directors of Altria Group, Inc.; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Altria Group, Inc.' s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of Altria Group, Inc.; or

(C) Approval by the shareholders of Altria Group, Inc. of a reorganization, merger, share exchange or consolidation (a " Business Combination" ), in each case, unless, following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or


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indirectly, more than 80% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Altria Group, Inc. through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be;

(ii) no Person (excluding any employee benefit plan (or related trust) of Altria Group, Inc. or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and

(iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Altria Group, Inc., providing for such Business Combination; or

(D) Approval by the shareholders of Altria Group, Inc. of (1) a complete liquidation or dissolution of Altria Group, Inc. or (2) the sale or other disposition of all or substantially all of the assets of Altria Group, Inc., other than to a corporation, with respect to which following such sale or other disposition:

(i) more than 80% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (ii) less than 20% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote


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generally in the election of directors is then beneficially owned, directly or indirectly, by any Person (excluding any employee benefit plan (or related trust) of Altria Group, Inc. or such corporation), except to the extent that such Person owned 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the sale or disposition; and (iii) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Altria Group, Inc., providing for such sale or other disposition of assets of Altria Group, Inc. or were elected, appointed or nominated by the Board of Directors of Altria Group, Inc.; and

(2) Change of Control shall mean the happening of any of the events specified in Treasury Regulation a71.409A-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 a71.409A-3(i)(5)(ii), provided, however, that (i) the spin-off of the shares of Philip Morris International Inc. to the shareholders of Altria Group, Inc. shall not be considered to be a Change of Control, and (ii) any change in the Incumbent Board coincident with such spin-off shall not be considered to be a Change of Control. (j) Chief Executive Officer

Chief Executive Officer shall mean the chief executive officer of Altria Group, Inc.

(k) Company Company shall mean Altria Client Services Inc. Altria Client Services Inc. is the sponsor of the Plan. (l) Compensation

Compensation shall have the same meaning as in the Salaried Retirement Plan, except that in computing the Retirement Allowance and Supplemental Retirement Allowance of an Employee in salary Band A or B who was not age fifty-five (55) or older at December 31, 2006, Compensation shall mean the lesser of (i) his annual base salary plus annual incentive award, and (ii) annual base salary plus annual incentive award at a business rating of 100 and individual performance rating of " Exceeds."


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(m) Deceased Participant Deceased Participant shall mean any Participant who died while he was an Employee and who had a nonforfeitable right to any portion of his Supplemental Retirement Allowance.

(n) Deceased Retired Participant Deceased Retired Participant shall mean any Retired Participant who died after his Date of Retirement but prior to the SMERP Benefit Payment Date of his Supplemental Retirement Allowance.

(o) Earned and Vested Earned and Vested shall mean, when referring to an Allowance or any portion of an Allowance, an amount that, as of January 1, 2005, is not subject to a substantial risk of forfeiture (as defined in Treasury Regulation a71.83-3(c)) or a requirement to perform future services.

(p) Employee

Employee shall mean any person who (1) is employed on a salaried basis by a Participating Company, (2) is a member of a select group of management or a highly compensated employee, and (3) is a participant in the Salaried Retirement Plan, the Profit-Sharing Plan, or both such plans. (q) Exchange Act

Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

(r) Grandfathered Deceased Participant

Grandfathered Deceased Participant shall mean a Grandfathered Participant who died while he was an Employee and who had a nonforfeitable right to any portion of his Supplemental Retirement Allowance.

(s) Grandfathered Deceased Retired Participant

Grandfathered Deceased Retired Participant shall mean a Retired Participant who, at the time of his death, was eligible to receive a Grandfathered Supplemental Retirement Allowance that was Earned and Vested.

(t) Grandfathered Participant Grandfathered Participant shall mean:

(1) a Participant who is eligible for a Grandfathered Supplemental Retirement Allowance that was Earned and Vested; or

(2) a Participant who is eligible for a Grandfathered Supplemental Profit-Sharing Allowance that was Earned and Vested;


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

(u) Grandfathered Retired Participant

Grandfathered Retired Participant shall mean a Retired Participant who is eligible for a Grandfathered Supplemental Retirement Allowance.

(v) Grandfathered Supplemental Retirement Allowance

Grandfathered Supplemental Retirement Allowance shall mean the present value of that portion (or all) of the Supplemental Retirement Allowance earned to December 31, 2004 to which the Grandfathered Participant would have been entitled under the Plan if he had voluntarily terminated services without cause on December 31, 2004 and received a payment on the earliest possible date allowed under the Plan to receive payment of a Supplemental Retirement Allowance following the termination of services and receive the benefits in the form with the maximum value; provided, however, that for any subsequent year such Grandfathered Supplemental Retirement Allowance may increase to equal the present value of the benefit the Grandfathered Participant actually becomes entitled to, in the form and at the time actually paid, determined in accordance with the terms of the Plan (including applicable Statutory Limitations) as in effect on October 3, 2004, without regard to any further services rendered by the Grandfathered Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than an election with respect to the time and form of an available benefit). In computing that portion of the Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance of a Grandfathered Participant who is eligible for an Early Retirement Allowance, whether reduced or unreduced (but is not eligible for a Full or Deferred Retirement Allowance) under the Salaried Retirement Plan as of the Grandfathered Participant' s Separation from Service, or, in the discretion of the Administrator, the end of the Grandfathered Participant' s policy severance, such Grandfathered Supplemental Retirement Allowance shall be the Actuarial Equivalent of that portion of the Grandfathered Participant' s Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance, computed as though such benefit were payable under the terms of the Salaried Retirement Plan in the form of a Retirement Allowance commencing on the first day of the month coincident with or next following the Grandfathered Participant' s Separation from Service or, in the discretion of the Administrator, the end of the Grandfathered Participant' s policy severance; provided, however, that solely for purposes of determining the early retirement factor to be applied in determining the Actuarial Equivalent of such benefit, the earliest date on which the Grandfathered Participant shall be treated as being entitled to an unreduced benefit under the Salaried Retirement Plan for purposes of Exhibit I to the Salaried Retirement Plan shall be the earliest date on which the Grandfathered Participant would have been entitled to an unreduced benefit if the Grandfathered Participant had voluntarily terminated employment on December 31, 2004. (w) Grandfathered Supplemental Survivor Allowance

Grandfathered Supplemental Survivor Allowance shall mean the present value of that portion (or all) of the Supplemental Retirement Allowance earned to December 31, 2004 to which the Spouse of the Grandfathered Participant or Grandfathered Retired Participant would


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have been entitled under the Plan if he had died on December 31, 2004 and his Spouse had received a payment on the earliest possible date allowed under the Plan to receive payment of a Supplemental Survivor Allowance following the date of death and receive the bene ...