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Transition Services Agreement

This is an actual contract between Altria Group, and Kraft Foods.

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Sectors: Food, Beverages and Tobacco
Governing Law: Virginia , View Virginia State Laws
Effective Date: March 30, 2007
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Exhibit 10.1












SERVICES TO BE PROVIDED 4 2.1. Exhibits 4 2.2. Independent Contractors 4 2.3. Standard of Care 4 2.4. Records 4


FEES 5 3.1. General 5 3.2. Payments 5 ARTICLE IV REPRESENTATIVES 5 4.1. Representatives 5 ARTICLE V THIRD PARTY AGREEMENTS 5 ARTICLE VI AUTHORITY; INFORMATION; COOPERATION; CONSENTS 6 6.1. Authority 6 6.2. Information Regarding Transition Services 6 6.3. Cooperation 6 6.4. Further Assurances 7 ARTICLE VII AUTHORITY AS AGENT 7 ARTICLE VIII CONFIDENTIAL INFORMATION 7 8.1. Definition 7 8.2. Nondisclosure 7 8.3. Permitted Disclosure 7 8.4. Ownership of Confidential Information 8


TERM AND TERMINATION 8 9.1. Term 8 9.2. Termination 8 9.3. Termination Assistance Services 8



10.1. Limitation of Liability 9

10.2. Indemnification 9



12.1. Original Services Agreement 10

12.2. Incorporation of Distribution Agreement Provisions 10

12.3. Governing Law 10

12.4. References 10

12.5. Notices 10


TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT , dated as of March 30, 2007 (as amended and supplemented pursuant to the terms hereof, this " Agreement" ), is entered into by and between Altria Corporate Services, Inc., a New York corporation (" ALCS" ), and Kraft Foods Inc., a Virginia corporation (" Kraft" ). WITNESSETH:

WHEREAS , ALCS currently provides certain services to Kraft and its wholly-owned subsidiaries pursuant to a Services Agreement, dated as of January 1, 2001, as amended (the " Original Services Agreement" ); and

WHEREAS , Altria Group Inc., a Virginia corporation (" Altria" ), and Kraft, have entered into a Distribution Agreement, dated as of January 31, 2007 (the " Distribution Agreement" ), providing for, among other things, the distribution by Altria of its entire ownership interest in Kraft through a pro-rata distribution of all of the outstanding shares of Class A Common Stock of Kraft owned by Altria on the Distribution Date to the holders of Altria Common Stock pursuant to the terms and subject to the conditions of the Distribution Agreement (the " Distribution" ); and

WHEREAS , ALCS and Kraft desire to enter into this Agreement to supercede the Original Service Agreement and to set forth the roles and responsibilities with regard to services to be provided by ALCS to Kraft for certain transition periods not to exceed twelve months following the Distribution. NOW, THEREFORE , the parties agree as follows:



Affiliate : with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group and no officer or director of any member of either Group shall be deemed to be an Affiliate of any member of the other Group. ALCS : as defined in the preamble to this Agreement.

Altria : as defined in the recitals to this Agreement.

Altria Common Stock : the common stock, par value $0.33 1/3 per share, of Altria.

Altria Group : Altria and the Subsidiaries of Altria other than members of the Kraft Group.

Arbitration Act : the United States Arbitration Act, 9 U.S.C. a7a7 1-16, as the same may be amended from time to time.

Business Day : any day other than a Saturday, a Sunday or a day on which banking institutions located in the Commonwealth of Virginia or the State of New York are authorized or obligated by Law or executive order to close.

Class A Common Stock : the Class A common stock, no par value, of Kraft.

Class B Common Stock : the Class B common stock, no par value, of Kraft.

Confidential Information : as defined in Section 8.1 hereof.

Distribution : as defined in the recitals to this Agreement.

Distribution Agreement : as defined in the recitals to this Agreement.

Distribution Date : the date on which the Distribution becomes effective. Employee Costs : for each employee of ALCS performing the Transition Services, the salaries, fringe benefits, executive compensation benefits (if applicable) and depreciation/amortization of office equipment and software (if applicable) attributable to the employee, based on the ratio of ALCS' s estimate of the time spent by the employee on behalf of Kraft divided by the total time spent by the employee.

Employee Matters Agreement : as defined in Section 3.1 hereof.

Exhibits : as defined in Section 2.1 hereof. Fees : as defined in Section 3.1 hereof.

Governmental Authority : any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, authority (including, but not limited to, any central bank or taxing authority) or instrumentality (including, but not limited to, any court, tribunal or grand jury) exercising executive, prosecutorial, legislative, judicial, regulatory or administrative functions of or pertaining to government or any other regulatory, administrative or governmental authority, including the NYSE.

Group : the Altria Group or the Kraft Group, as the context requires.

Kraft : as defined in the preamble to this Agreement.

Kraft Group : Kraft and the Kraft Subsidiaries.

Law : any federal, state or local statute, ordinance, regulation, code, license, permit, authorization, approval, consent, common law, legal doctrine, order, judgment, decree, injunction or requirement of any Governmental Authority or any order or award of any arbitrator, now or hereafter in effect.


Liabilities : means any and all claims, debts, liabilities, assessments, guarantees, assurances, commitments, obligations, fines, penalties, damages (whether compensatory, punitive, consequential, multiple or other), losses, disgorgements and obligations, of any kind, character or description (whether absolute, contingent, matured, not matured, liquidated, unliquidated, accrued, known, unknown, direct, indirect, derivative or otherwise) whenever arising, including, but not limited to, those arising under or in connection with any Law, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by any Governmental Authority or arbitrator, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including all costs, expenses and interest relating thereto (including, but not limited to, all expenses of investigation, all attorneys' fees and all out-of-pocket expenses in connection with any Action or threatened Action).

Losses : with respect to any Person, all losses, Liabilities, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto, including punitive damages and criminal fines and penalties, but excluding damages in respect of actual or alleged lost profits, suffered by such Person, regardless of whether any such losses, Liabilities, damages, claims, demands, judgments, settlements, costs, expenses, fines and penalties relate to or arise out of such Person' s own alleged or actual negligent, grossly negligent, reckless or intentional misconduct.

Original Services Agreement : as defined in the preamble to this Agreement.

Parties : ALCS and Kraft (Party means either ALCS or Kraft).

Person : an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization, or a government or any department or agency thereof.

Records : as defined in Section 2.4 hereof.

Representatives : as defined in Section 4.1 hereof.

Subsidiary : with respect to any specified Person, any corporation or other legal entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of members to the board of directors or similar governing body; provided, however, that for purposes of this Agreement, (1) the Kraft Subsidiaries shall be deemed to be Subsidiaries of Kraft and (2) no member of the Kraft Group shall be deemed to be a Subsidiary of any member of the Altria Group.

Transition Services (or " Services" ) : as defined in Section 2.1 hereof.

Transition Period : as defined for each Service in the appropriate Exhibit.




2.1. Exhibits .

(a) Exhibits 1 through 6 (collectively, the " Exhibits" ) attached to and made a part of this Agreement describe the services to be provided by ALCS to Kraft and one or more members of the Kraft Group, as designated from time to time by Kraft (the " Transition Services" or " Services" ). The Parties have made a good faith effort as of the date hereof to identify each Transition Service and to complete the content of the Exhibits accurately. It is anticipated that the Parties will modify the Transition Services from time to time. In that case or to the extent that any Exhibit is incomplete, the Parties will use good faith efforts to modify the Exhibits. There are certain terms that are specifically addressed in the Exhibits attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Exhibits shall govern that Transition Service.

(b) The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Exhibits setting forth the description of such Services, the Fees for such Services and any other applicable terms.

2.2. Independent Contractors .

ALCS will provide the Transition Services either through its own resources, through the resources of its subsidiaries or Affiliates, or by contracting with independent contractors as agreed hereunder. To the extent that ALCS decides to provide a Transition Service through an independent contractor in the future, ALCS shall consult with and obtain the prior approval of Kraft, which approval shall not be unreasonably withheld.

2.3. Standard of Care .

In providing the Transition Services hereunder, ALCS will exercise the same degree of care as it has historically exercised in providing such Transition Services to its Affiliates prior to the date hereof, including at least the same level of quality, responsiveness and timeliness as has been exercised by ALCS with respect to such Transition Services.

2.4. Records .

ALCS shall keep full and detailed records dealing with all aspects of the Transition Services performed by it hereunder (the " Records" ) and:

(a) shall provide access to the Records to Kraft at all reasonable times; and

(b) shall maintain the Records in accordance
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