10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-8940

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia	13-3260245
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6601 West Broad Street, Richmond, Virginia	23230
(Address of principal executive offices)	(Zip Code)

804-274-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.33 1/3 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  þ  No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ¨  No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ  No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨  No  þ

As of June 30, 2008 the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $42 billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

Class	Outstanding at January 30, 2009
Common Stock, $0.33 1/3 par value	2,066,194,006 shares

DOCUMENTS INCORPORATED BY REFERENCE

Document	Parts Into Which Incorporated
Portions of the registrant’s annual report to shareholders for the year ended December 31, 2008 (the “2008 Annual Report”)	Parts I, II, and IV
Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders to be held on May 19, 2009, to be filed with the Securities and Exchange Commission (“SEC”) on or about April 9, 2009.	Part III

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	14
Item 2.	Properties	14
Item 3.	Legal Proceedings	15
Item 4.	Submission of Matters to a Vote of Security Holders	42
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6.	Selected Financial Data	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 8.	Financial Statements and Supplementary Data	44
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
Item 9A.	Controls and Procedures	44
Item 9B.	Other Information	44
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	45
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	46
Item 13.	Certain Relationships and Related Transactions, and Director Independence	46
Item 14.	Principal Accounting Fees and Services	46
PART IV
Item 15.	Exhibits and Financial Statement Schedules	47
Signatures		54
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule		S-1
Valuation and Qualifying Accounts		S-2

PART I

Item 1. Business.

(a) General Development of Business

General

Altria Group, Inc. is a holding company incorporated in the Commonwealth of Virginia in 1985. At December 31, 2008, Altria Group, Inc.’s wholly-owned subsidiaries included Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of cigarettes and other tobacco products in the United States, and John Middleton Co. (“Middleton”), which is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco. Philip Morris Capital Corporation (“PMCC”), another wholly-owned subsidiary, maintains a portfolio of leveraged and direct finance leases. In addition, Altria Group, Inc. held a 28.5% economic and voting interest in SABMiller plc (“SABMiller”) at December 31, 2008.

As further discussed in Note 23. Subsequent Events to Altria Group, Inc.’s consolidated financial statements, which is incorporated herein by reference to the 2008 Annual Report, and below in Narrative Description of Business—Acquisitions, on January 6, 2009, Altria Group, Inc. acquired all of the outstanding common stock of UST Inc. (“UST”), which owns operating companies engaged in the manufacture and sale of smokeless tobacco products and wine. As a result of the acquisition, UST has become an indirect wholly-owned subsidiary of Altria Group, Inc. Under the terms of the agreement, shareholders of UST received $69.50 in cash for each share of UST common stock. Additionally, each employee stock option of UST that was outstanding and unexercised was cancelled in exchange for the right to receive the difference between the exercise price for such option and $69.50. The transaction was valued at approximately $11.7 billion, which included the assumption of approximately $1.3 billion of debt, which together with acquisition-related costs and payments of approximately $0.6 billion, represent a total cash outlay of approximately $11 billion. The acquisition was financed with a combination of available cash (including the net proceeds from the senior notes offerings described in Note 10. Long-Term Debt to Altria Group, Inc.’s consolidated financial statements, which is incorporated herein by reference to the 2008 Annual Report) and borrowings under the 364-day bridge loan facility (described in Note 9. Short-Term Borrowings and Borrowing Arrangements to such financial statements). The bridge loan borrowings were refinanced through the issuance of additional senior notes in February 2009, and the bridge loan agreement was terminated, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the 2008 Annual Report and incorporated herein by reference.

On March 28, 2008, Altria Group, Inc. distributed all of its interest in Philip Morris International Inc. (“PMI”) to Altria Group, Inc. stockholders in a tax-free distribution. On March 30, 2007, Altria Group, Inc. distributed all of its remaining interest in Kraft Foods Inc. (“Kraft”) on a pro-rata basis to Altria Group, Inc. stockholders in a tax-free distribution. For a further discussion of the PMI and Kraft spin-offs, see Note 1. Background and Basis of Presentation to Altria Group, Inc.’s consolidated financial statements, which is incorporated herein by reference to the 2008 Annual Report.

On December 11, 2007, Altria Group, Inc. acquired 100% of Middleton for $2.9 billion in cash. The acquisition was financed with available cash. Middleton’s balance sheet was consolidated with Altria Group, Inc.’s as of December 31, 2007. Earnings from December 12, 2007 to December 31, 2007, the amounts of which were insignificant, were included in Altria Group, Inc.’s consolidated operating results. For additional discussion on the Middleton acquisition, see Note 5. Acquisitions to Altria Group, Inc.’s consolidated financial statements, which is incorporated herein by reference to the 2008 Annual Report.

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PM USA is the largest cigarette company in the United States. Marlboro, the principal cigarette brand of this company, has been the largest-selling cigarette brand in the United States since 1972. Middleton is a leading manufacturer of machine-made large cigars. Black & Mild, the principal cigar brand of Middleton, is the second largest selling machine-made large cigar in the United States.

Dividends and Share Repurchases:

Following the Kraft spin-off, Altria Group, Inc. lowered its dividend so that holders of both Altria Group, Inc. and Kraft shares would receive initially, in the aggregate, the same dividends paid by Altria Group, Inc. prior to the Kraft spin-off. Similarly, following the PMI spin-off, Altria Group, Inc. lowered its dividend so that holders of both Altria Group, Inc. and PMI shares would receive initially, in the aggregate, the same dividends paid by Altria Group, Inc. prior to the PMI spin-off.

During the third quarter of 2008, Altria Group, Inc.’s Board of Directors approved a 10.3% increase in the quarterly dividend rate from $0.29 per common share to $0.32 per common share. The present annualized dividend rate is $1.28 per Altria Group, Inc. common share. Payments of dividends remain subject to the discretion of the Board of Directors.

In January 2009, Altria Group, Inc. suspended its $4.0 billion (2008 to 2010) share repurchase program in order to preserve financial flexibility and to provide Altria Group, Inc. the opportunity to monitor economic impacts on its business and protect its investment grade credit rating. Altria Group, Inc. recognizes the importance of share repurchases to investors and intends to evaluate them in early 2010.

During 2008, Altria Group, Inc. repurchased 53.5 million shares of its common stock at an aggregate cost of approximately $1.2 billion, or an average price of $21.81 per share. Altria Group, Inc.’s share repurchase program is at the discretion of the Board of Directors.

Other:

In 2008, as part of a corporate restructuring and relocation, Altria Group, Inc. sold its corporate headquarters building in New York City for $525 million and recorded a pre-tax gain on sale of $404 million.

Source of Funds—Dividends

Because Altria Group, Inc. is a holding company, its principal sources of funds are from the payment of dividends and repayment of debt from its subsidiaries. At December 31, 2008, Altria Group, Inc.’s principal wholly-owned subsidiaries were not limited by long-term debt or other agreements in their ability to pay cash dividends or make other distributions with respect to their common stock.

(b) Financial Information About Segments

Beginning with the first quarter of 2008, Altria Group, Inc. revised its reportable segments to reflect the change in the way in which Altria Group, Inc.’s management reviews the business as a result of the acquisition of Middleton and the PMI spin-off. At December 31, 2008, Altria Group, Inc.’s reportable segments were: cigarettes and other tobacco products; cigars; and financial services. Accordingly, prior period segment results have been revised. Net revenues and operating companies income (together with reconciliation to operating income) attributable to each such segment for each of the last three years are set forth in Note 15. Segment Reporting to Altria Group, Inc.’s consolidated financial statements, which is incorporated herein by reference to the 2008 Annual Report.

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Altria Group, Inc.’s management reviews operating companies income to evaluate segment performance and allocate resources. Operating companies income for the segments excludes general corporate expenses and amortization of intangibles. The accounting policies of the segments are the same as those described in Note 2. Summary of Significant Accounting Policies to Altria Group, Inc.’s consolidated financial statements and are incorporated herein by reference to the 2008 Annual Report.

The relative percentages of operating companies income attributable to each reportable segment were as follows:

	2008		2007		2006
Cigarettes and other tobacco products	95.4	%	92.1	%	96.5	%
Cigars	3.2		0.1		—
Financial services	1.4		7.8		3.5
	100.0	%	100.0	%	100.0	%

Changes in the relative percentages above reflect the following:

• In December 2007, Altria Group, Inc. acquired Middleton.

• In 2008, PMCC increased its allowance for losses by $100 million primarily as a result of credit rating downgrades of certain leases and financial market conditions. During 2007, financial services results included pre-tax gains of $214 million on the sale of its ownership interests and bankruptcy claims in certain leveraged lease investments in aircraft, which represented a partial recovery, in cash, of amounts that had been previously written down. During 2006, financial services results included an increase in its allowance for losses of $103 million, due to issues within the airline industry.

(c) Narrative Description of Business

Tobacco Products

PM USA is engaged in the manufacture and sale of cigarettes and other tobacco products in the United States.

Middleton is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco.

PM USA is in the process of closing its Cabarrus, North Carolina manufacturing facility and consolidating cigarette manufacturing for the U.S. market at its Richmond, Virginia manufacturing center. PM USA decided in 2007 to consolidate its manufacturing in response to declining U.S. cigarette volume and notice from PMI that it would no longer source cigarettes from PM USA. PM USA’s cigarette production for PMI, which ended in December 2008, approximated 21 billion and 57 billion cigarettes in 2008 and 2007, respectively. PM USA expects to close its Cabarrus manufacturing facility by the end of 2010.

Cigarettes and other tobacco products

PM USA is the largest tobacco company in the United States, with total cigarette shipments in the United States of 169.4 billion units in 2008, a decrease of 3.2% from 2007.

PM USA’s major premium brands are Marlboro, Virginia Slims and Parliament. Its principal discount brand is Basic. All of its brands are marketed to take into account differing preferences of adult smokers. Marlboro is the largest-selling cigarette brand in the United States, with shipments of 141.5 billion units in 2008 (down 2.0% from 2007).

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In the premium segment, PM USA’s 2008 shipment volume decreased 3.0% from 2007, and its shipment volume in the discount segment decreased 6.5%. Shipments of premium cigarettes accounted for 92.6% of PM USA’s total 2008 volume, up from 92.3% in 2007.

The following table summarizes PM USA’s cigarette volume performance by brand, which includes units sold as well as promotional units, and excludes Puerto Rico, U.S. Territories, Overseas Military, Philip Morris Duty Free Inc. and contract manufacturing for PMI (terminated in the fourth quarter of 2008), for the years ended December 31, 2008, 2007 and 2006:

	For the Years Ended December 31,
	2008	2007	2006
	(in billion units)
Marlboro	141.5	144.4	150.3
Parliament	5.5	6.0	6.0
Virginia Slims	6.3	7.0	7.5
Basic	12.1	13.2	14.5
Focus Brands	165.4	170.6	178.3
Other	4.0	4.5	5.1
Total PM USA	169.4	175.1	183.4

The following table summarizes PM USA’s retail share performance, based on data from the Information Resources, Inc. (“IRI”)/Capstone Total Retail Panel, which is a tracking service that uses a sample of stores to project market share performance in retail stores selling cigarettes. This panel was not designed to capture sales through other channels, including the Internet and direct mail:

	For Years Ended December 31,
	2008		2007		2006
Marlboro	41.6	%	41.0	%	40.5	%
Parliament	1.8		1.9		1.8
Virginia Slims	2.0		2.2		2.3
Basic	3.9		4.1		4.2
Focus Brands	49.3		49.2		48.8
Other	1.4		1.4		1.5
Total PM USA	50.7	%	50.6	%	50.3	%

As the cigarette industry environment continues to evolve, PM USA believes that it cannot accurately predict estimated future cigarette industry decline rates and, for this reason, PM USA does not provide this guidance. Evolving industry dynamics include: the uncertain economic conditions; unpredictable federal and state cigarette excise tax increases; adult consumer activity across multiple tobacco categories; and trade inventory changes as wholesalers and retailers continue to adjust their levels of cigarette inventories. PM USA believes that its results may be materially adversely affected by the items discussed in Item 1A. Risk Factors.

Cigars

In December 2007, Altria Group, Inc. acquired Middleton, a leading manufacturer of machine-made large cigars and pipe tobacco. Cigars shipment volume in 2008 increased 6.2% versus the prior-year to 1.3 billion units, driven by Middleton’s leading brand, Black & Mild. Middleton achieved a retail

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share of 29.1% of the machine-made large cigar segment in 2008, which represents an increase of 2.5 share points versus the prior-year, driven by Black & Mild. Retail share for Black & Mild increased 2.8 share points versus the prior-year to 28.3% of the machine-made large cigar segment. Retail share performance is based on the 52-week periods ending December 21, 2008 and December 23, 2007 from the IRI Cigar Database for Food, Drug, Mass Merchandise and Convenience trade classes, which tracks cigar market share performance.

Middleton entered into an agreement with PM USA to leverage PM USA’s distribution network and field sales force to represent Middleton’s brands. In mid-March 2008, PM USA’s sales force began representing Middleton’s brands at retail and supporting the execution of Middleton’s trade marketing programs.

Distribution, Competition and Raw Materials

Altria Group, Inc.’s tobacco subsidiaries sell their tobacco products principally to wholesalers (including distributors), large retail organizations, including chain stores, and the armed services.

The market for tobacco products is highly competitive, characterized by brand recognition and loyalty, with product quality, taste, price, product innovation, marketing, packaging and distribution constituting the significant methods of competition. Promotional activities include, in certain instances and where permitted by law, allowances, the distribution of incentive items, price promotions and other discounts, including coupons, product promotions and allowances for new products. The tobacco products of Altria Group, Inc.’s subsidiaries are advertised and promoted through various media, although television and radio advertising of certain tobacco products is prohibited in the United States. In addition, as discussed below in Item 3. Legal Proceedings, PM USA, UST and other U.S. tobacco manufacturers have agreed to other marketing restrictions in the United States as part of the settlements of state health care cost recovery actions.

In the United States, under a contract growing program known as the Tobacco Farmer Partnering Program, PM USA purchases burley and flue-cured leaf tobaccos of various grades and styles directly from tobacco growers. Under the terms of this program, PM USA agrees to purchase the amount of tobacco specified in the grower contracts. PM USA also purchases its United States tobacco requirements through other sources. In 2003, in connection with the settlement of a suit filed on behalf of a purported class of tobacco growers and quota-holders against certain manufacturers, including PM USA, and leaf dealers, PM USA and certain other defendants reached an agreement with plaintiffs to settle the lawsuit. The agreement includes a commitment by each settling manufacturer defendant, including PM USA, to purchase a certain percentage of its leaf requirements from U.S. tobacco growers over a period of at least ten years. These quantities are subject to adjustment in accordance with the terms of the settlement agreement.

Tobacco production in the United States was historically subject to government controls, including the production control programs administered by the United States Department of Agriculture (the “USDA”). In October 2004, the Fair and Equitable Tobacco Reform Act of 2004 (“FETRA”) was signed into law. FETRA provided for the elimination of the federal tobacco quota and price support program through an industry funded buy-out of tobacco growers and quota-holders. The cost of the buy-out, which is estimated at approximately $9.5 billion, is being paid over 10 years by manufacturers and importers of each kind of tobacco product. The cost is being allocated based on the relative market shares of manufacturers and importers of each kind of tobacco product. The quota buy-out payments offset already scheduled payments to the National Tobacco Grower Settlement Trust (the “NTGST”). See Item 3. Legal Proceedings, Health Care Cost Recovery Litigation—National Grower Settlement Trust for a discussion of the NTGST. Manufacturers and importers of tobacco products, including the tobacco subsidiaries of Altria Group, Inc., are also obligated to cover any losses (up to $500 million)

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that the government incurred on the disposition of tobacco pool stock accumulated under the previous tobacco price support program. PM USA has paid $138 million for its share of the tobacco pool stock losses. The quota buy-out did not have a material impact on Altria Group, Inc.’s 2008 consolidated results and Altria Group, Inc. does not currently anticipate that the quota buy-out will have a material adverse impact on its consolidated results in 2009 and beyond.

Middleton purchases burley and flue cured tobaccos of various grades and styles through leaf dealers located in the United States. Middleton does not participate in the PM USA Tobacco Farmers Partnering Program.

Altria Group, Inc.’s tobacco subsidiaries believe there is an adequate supply of tobacco in the world markets to satisfy their current and anticipated production requirements.

Acquisitions

Middleton

On December 11, 2007, Altria Group, Inc. acquired 100% of Middleton for $2.9 billion in cash. The acquisition was financed with available cash. Middleton’s balance sheet was consolidated with Altria Group, Inc.’s as of December 31, 2007. Earnings from December 12, 2007 to December 31, 2007, the amounts of which were insignificant, were included in Altria Group, Inc.’s 2007 consolidated operating results.

During the first quarter of 2008, the allocation of purchase price relating to the acquisition of Middleton was completed. Assets purchased in the Middleton acquisition consist primarily of non-amortizable intangible assets related to acquired brands of $2.6 billion, amortizable intangible assets of $0.1 billion, goodwill of $0.1 billion and other assets of $0.1 billion, partially offset by accrued liabilities assumed in the acquisition.

Information regarding Middleton’s business and operations is provided under the appropriate items of this Annual Report on Form 10-K.

UST Inc.

Description of the Transaction

On January 6, 2009, Altria Group, Inc. acquired all of the outstanding common stock of UST, which owns operating companies engaged in the manufacture and sale of smokeless tobacco products and wine. Under the terms of the agreement, shareholders of UST received $69.50 in cash for each share of UST common stock. Additionally, each employee stock option of UST that was outstanding and unexercised was cancelled in exchange for the right to receive the difference between the exercise price for such option and $69.50. The transaction was valued at approximately $11.7 billion, which included the assumption of approximately $1.3 billion of debt, which together with acquisition-related costs and payments of approximately $0.6 billion (consisting primarily of financing fees, the funding of UST’s non-qualified pension plans, investment banking fees and the early retirement of UST’s revolving credit facility), represent a total cash outlay of approximately $11 billion.

Assets purchased consist primarily of non-amortizable intangible assets related to acquired brands of $9.5 billion, amortizable intangible assets (primarily consisting of customer relationships) of $0.4 billion, goodwill of $4.3 billion and other assets of $1.7 billion, partially offset by long-term debt and other liabilities assumed in the acquisition. These amounts, which are based on the framework for measuring fair value as prescribed in Statement of Financial Accounting Standards No. 157, represent

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the preliminary estimates of assets acquired and liabilities assumed and are subject to revision when appraisals are finalized. The assignment of goodwill by reportable segment has not been completed. It is anticipated that none of the goodwill or other intangible assets acquired will be deductible for tax purposes.

The premium in the purchase price paid by Altria Group, Inc. for the acquisition of UST reflects the value of adding UST’s smokeless tobacco business to the tobacco businesses of PM USA and Middleton to create the premier tobacco company in the United States, with leading brands in cigarettes, smokeless tobacco and machine-made large cigars.

As discussed in Note 9. Short-Term Borrowings and Borrowing Arrangements to Altria Group, Inc.’s consolidated financial statements, which is incorporated herein by reference to the 2008 Annual Report, in connection with the acquisition of UST, at December 31, 2008, Altria Group, Inc. had in place a 364-day term bridge loan facility. On January 6, 2009, Altria Group, Inc. borrowed the entire available amount of $4.3 billion under this facility at the 1-month London Interbank Offered Rate (“LIBOR”) plus 225 basis points (the 1-month LIBOR rate on this borrowing was 0.43%), which was used along with the $6.7 billion net proceeds from the offerings of long-term notes (discussed in Note 10. Long-Term Debt to Altria Group, Inc.’s consolidated financial statements, which is incorporated herein by reference to the 2008 Annual Report) to fund the acquisition. Such bridge loan borrowings were refinanced through the issuance of additional senior notes in February 2009, and the bridge loan agreement was terminated, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the 2008 Annual Report and incorporated herein by reference.

In 2009, Altria Group, Inc. expects to incur approximately $0.6 billion in integration related charges, which include transaction and estimated restructuring costs which will be expensed in the periods in which the costs are incurred, primarily in 2009. Transaction costs related to the acquisition of UST of $4 million incurred during 2008 will be expensed in the first quarter of 2009.

UST Smokeless Tobacco Business

Description of UST’s Smokeless Tobacco Business and Products: United States Smokeless Tobacco Company (“USSTC”), a wholly-owned subsidiary of UST, is the leading producer and marketer of smokeless tobacco products, including the premium brands, Copenhagen and Skoal, and the value brands, Red Seal and Husky.

UST’s Smokeless Tobacco Business—Raw Materials: USSTC purchases its tobaccos from domestic suppliers. USSTC believes that there is an adequate supply of tobacco to satisfy its current and anticipated production requirements.

UST’s Smokeless Tobacco Business—Distribution, Competition, and Customers: USSTC’s largest customer is McLane Company, Inc. For further discussion, see above “Narrative Description of Business—Tobacco Products—Distribution, Competition and Raw Materials.”

UST’s Smokeless Tobacco Business—Properties: USSTC owns and operates three principal smokeless tobacco manufacturing and processing facilities located in Franklin Park, Illinois; Hopkinsville, Kentucky; and Nashville, Tennessee. These properties are maintained in good condition and are believed to be suitable and adequate for present needs.

UST Wine Business

Description of UST’s Wine Business and Products: Ste. Michelle Wine Estates (“Ste. Michelle”), a wholly-owned UST subsidiary, is a producer of premium varietal and blended table wines. Ste. Michelle

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produces wines in the United States marketed under various labels including Chateau Ste. Michelle, Columbia Crest, Domaine Ste. Michelle, Villa Mt. Eden, Conn Creek and Erath. In addition, as a result of its 85 percent ownership interest in Stag’s Leap Wine Cellars, Ste. Michelle sells the following labels: Cask 23, Fay, S.L.V., Arcadia, Artemis, Karia and Hawk Crest. Ste. Michelle is also the exclusive United States importer and distributor of the portfolio of wines produced by the Italian winemaker Marchesi Antinori, Srl, which includes such labels as Tignanello, Solaia, Tormaresca, Villa Antinori and Peppoli.

UST’s Wine Business—Raw Materials: Ste. Michelle uses grapes harvested from its own vineyards or purchased from independent growers, as well as bulk wine purchased from other sources. Grape production can be adversely affected by weather and other forces that may limit production. At the present time, Ste. Michelle believes that there is a sufficient supply of grapes and bulk wine available in the market to satisfy its current and expected production requirements.

UST’s Wine Business—Distribution, Competition and Customers: Ste. Michelle’s primary competition comes from many large, well-established national and international companies as well as many small wine producers. Its principal methods of competition include quality, price, consumer and trade wine tastings, competitive wine judging and advertising. Substantially all of Ste. Michelle’s sales occur through state-licensed distributors. A substantial portion of Ste. Michelle’s gross sales are made to two distributors.

UST’s Wine Business—Properties: Ste. Michelle operates 11 wine-making facilities—seven in Washington state, three in California and one in Oregon. All of these facilities are owned, with the exception of one facility in Washington state that is leased. In addition, in order to support the production of its wines, Ste. Michelle owns or leases vineyards in Washington state, California and Oregon. These properties are maintained in good condition and are believed to be suitable and adequate for present needs.

UST’s Legal Proceedings: See Item 3. Legal Proceedings.

Financial Services

PMCC holds investments in finance leases, principally in transportation (including aircraft), power generation and manufacturing equipment and facilities. Total assets of PMCC were $5.5 billion at December 31, 2008, down from $6.1 billion at December 31, 2007, reflecting a decrease in finance assets, net, due primarily to asset sales. In 2003, PMCC shifted its strategic focus and is no longer making new investments but is instead focused on managing its existing portfolio of finance assets in order to maximize gains and generate cash flow from asset sales and related activities. Accordingly, PMCC’s operating companies income will fluctuate over time as investments mature or are sold. PMCC’s finance asset portfolio includes leases in the following investment categories: electric power, aircraft, rail and surface transport, manufacturing and real estate industries. Finance assets, net, which are primarily leveraged leases, consist of total lease payments receivable ($17.9 billion) and the residual value of assets under lease ($1.5 billion), reduced by third-party nonrecourse debt ($11.5 billion), unearned income ($2.1 billion) and allowance for losses ($0.3 billion). The payment of the nonrecourse debt is collateralized by lease payments receivable and the leased property, and is nonrecourse to all other assets of PMCC or Altria Group, Inc. As required by accounting principles generally accepted in the United States of America (“US GAAP”), the third-party nonrecourse debt has been offset against the related rentals receivable and has been presented on a net basis, within finance assets, net, in Altria Group, Inc.’s consolidated balance sheets.

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Business Environment

Portions of the information called for by this Item are hereby incorporated by reference to the paragraphs captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results by Business Segment—Tobacco Business Environment” on pages 83 to 88 of the 2008 Annual Report and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results by Business Segment—Financial Services Business Environment” on pages 90 to 91 and made a part hereof.

Other Matters

Customers

The largest customer of PM USA and Middleton, McLane Company, Inc., accounted for approximately 27%, 26% and 25% of Altria Group, Inc.’s consolidated net revenues for the years ended December 31, 2008, 2007 and 2006, respectively. These net revenues were reported in the Cigarettes and other tobacco products and Cigars segments.

Employees

At December 31, 2008, Altria Group, Inc. and its subsidiaries employed approximately 10,400 people.

Executive Officers of Altria Group, Inc.

The disclosure regarding executive officers is set forth under the heading “Executive Officers as of February 27, 2009” in Item 10 of this Form 10-K and is incorporated by reference herein.

Research and Development

The research and development expense for the years ended December 31, 2008, 2007 and 2006 are set forth in Note 17. Additional Information to Altria Group, Inc.’s financial statements, which is incorporated herein by reference to the 2008 Annual Report.

Intellectual Property

Trademarks are of material importance to Altria Group, Inc. and its operating companies, and are protected by registration or otherwise. In addition, as of December 31, 2008, the portfolio of over five hundred United States patents owned by Altria Group, Inc.’s businesses, as a whole, was material to Altria Group, Inc. and its tobacco businesses. However, no one patent or a group of related patents was material to Altria Group, Inc.’s business or its tobacco businesses as of December 31, 2008. We also have proprietary secrets, technology, know-how, processes and other intellectual property rights that are protected by appropriate confidentiality measures. Certain trade secrets are material to Altria Group, Inc. and its tobacco businesses.

Environmental Regulation

Altria Group, Inc. and its subsidiaries (and former subsidiaries) are subject to various federal, state and local laws and regulations concerning the discharge of materials into the environment, or otherwise related to environmental protection, including, in the United States: the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as “Superfund”), which can impose joint and several liability on each responsible party. Subsidiaries (and former subsidiaries)

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of Altria Group, Inc. are involved in several matters subjecting them to potential costs related to remediations under Superfund or other laws and regulations. Altria Group, Inc.’s subsidiaries expect to continue to make capital and other expenditures in connection with environmental laws and regulations. Although it is not possible to predict precise levels of environmental-related expenditures, compliance with such laws and regulations, including the payment of any remediation costs and the making of such expenditures, has not had, and is not expected to have, a material adverse effect on Altria Group, Inc.’s consolidated results of operations, capital expenditures, financial position, earnings or competitive position.

(d) Financial Information About Geographic Areas

Substantially all of Altria Group, Inc.’s net revenues from continuing operations are from sales generated in the United States for each of the last three fiscal years. As is described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” set forth in the 2008 Annual Report, subsequent to the PMI spin-off, PM USA recorded net revenues of $298 million from contract volume manufactured for PMI under an agreement that terminated in the fourth quarter of 2008. Subsequent to the PMI spin-off, substantially all of our long-lived assets are located in the United States.

(e) Available Information

Altria Group, Inc. is required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Investors may read and copy any document that Altria Group, Inc. files, including this Annual Report on Form 10-K, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, from which investors can electronically access Altria Group, Inc.’s SEC filings.

Altria Group, Inc. makes available free of charge on or through its website (www.altria.com), its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after Altria Group, Inc. electronically files such material with, or furnishes it to, the SEC. Investors can access Altria Group, Inc.’s filings with the SEC by visiting www.altria.com/secfilings.

The information on the respective websites of Altria Group, Inc. and its subsidiaries is not, and shall not be deemed to be, a part of this report or incorporated into any other filings Altria Group, Inc. makes with the SEC.

Item 1A. Risk Factors

The following risk factors should be read carefully in connection with evaluating our business and the forward-looking statements contained in this Annual Report. Any of the following risks could materially adversely affect our business, our operating results, our financial condition and the actual outcome of matters as to which forward-looking statements are made in this Annual Report.

We* may from time to time make written or oral forward-looking statements, including statements contained in filings with the SEC, in reports to stockholders and in press releases and investor

* This section uses the terms “we,” “our” and “us” when it is not necessary to distinguish among Altria Group, Inc. and its various operating subsidiaries or when any distinction is clear from the context.

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webcasts. You can identify these forward-looking statements by use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and whether to invest in or remain invested in Altria Group, Inc.’s securities. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements. We elaborate on these and other risks we face throughout this document, particularly in the “Business Environment” sections preceding our discussion of operating results of our subsidiaries’ businesses in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2008 Annual Report. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties. We do not undertake to update any forward-looking statement that we may make from time to time.

Tobacco-Related Litigation. Legal proceedings covering a wide range of matters are pending or threatened in various United States and foreign jurisdictions against Altria Group, Inc. and its subsidiaries including PM USA and UST, as well as their respective indemnitees. Various types of claims are raised in these proceedings, including product liability, consumer protection, antitrust, tax, contraband shipments, patent infringement, employment matters, claims for contribution and claims of competitors and distributors.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending cases. An unfavorable outcome or settlement of pending tobacco-related litigation could encourage the commencement of additional litigation. Damages claimed in some tobacco-related litigation are significant and, in certain cases, range in the billions of dollars. The variability in pleadings, together with the actual experience of management in litigating claims, demonstrate that the monetary relief that may be specified in a lawsuit bears little relevance to the ultimate outcome.

Although PM USA has historically been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts have been appealed, there remains a risk that such relief may not be obtainable in all cases. This risk has been substantially reduced given that 43 states now limit the dollar amount of bonds or require no bond at all.

It is possible that the consolidated results of operations, cash flows or financial position of Altria Group, Inc., or one or more of its subsidiaries, could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation. Nevertheless, although litigation is subject to uncertainty, management believes the litigation environment has substantially improved. Altria Group, Inc. and each of its subsidiaries named as a defendant believe, and each has been so advised by counsel handling the respective cases, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are, and will continue to be, vigorously defended. However, Altria Group, Inc. and its subsidiaries may enter into settlement discussions in particular cases if they believe it is in the best interests of Altria Group, Inc. to do so. Please see Note 20. Contingencies to our consolidated financial statements, Item 3. Legal Proceedings, and Exhibit 99.1 for a discussion of pending tobacco-related litigation.

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Tobacco Control Action in the Public and Private Sectors. Our tobacco subsidiaries face significant governmental action, including efforts aimed at reducing the incidence of smoking, restricting marketing and advertising, imposing regulations on packaging, warnings and disclosure of ingredients and flavors, prohibiting the sale of tobacco products with certain characterizing flavors or other characteristics, the sale of tobacco products by certain retail establishments and the sale of tobacco products in certain packing sizes, and seeking to hold them responsible for the adverse health effects associated with both smoking and exposure to environmental tobacco smoke. Governmental actions, combined with the diminishing social acceptance of smoking and private actions to restrict smoking, have resulted in reduced industry volume, and we expect that such actions will continue to reduce consumption levels.

Excise Taxes. Tobacco products are subject to substantial excise taxes and significant increases in tobacco product-related taxes or fees have been proposed or enacted and are likely to continue to be proposed or enacted within the United States at the state, federal and local levels. Tax increases are expected to continue to have an adverse impact on sales of our tobacco products due to lower consumption levels and to a shift in consumer purchases from the premium to the non-premium or discount segments or to other low-priced or low-taxed tobacco products or to counterfeit and contraband products. For further discussion, see Tobacco Business Environment—Excise Taxes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2008 Annual Report.

Increased Competition in the United States Tobacco Categories. Each of Altria Group, Inc.’s tobacco subsidiaries operates in highly competitive tobacco categories. Settlements of certain tobacco litigation in the United States have resulted in substantial cigarette price increases. PM USA faces competition from lowest priced brands sold by certain United States and foreign manufacturers that have cost advantages because they are not parties to these settlements. These manufacturers may fail to comply with related state escrow legislation or may avoid escrow deposit obligations on the majority of their sales by concentrating on certain states where escrow deposits are not required or are required on fewer than all such manufacturers’ cigarettes sold in such states. Additional competition has resulted from diversion into the United States market of cigarettes intended for sale outside the United States, the sale of counterfeit cigarettes by third parties, the sale of cigarettes by third parties over the Internet and by other means designed to avoid collection of applicable taxes, and increased imports of foreign lowest priced brands. USSTC faces significant competition in the moist smokeless tobacco category, both from existing competitors and new entrants, and has experienced consumer down trading to lower-priced brands.

Governmental Investigations. From time to time, Altria Group, Inc. and its tobacco subsidiaries are subject to governmental investigations on a range of matters. We cannot predict the outcome of those investigations or whether investigations may be commenced, and it is possible that our tobacco subsidiaries’ businesses could be materially affected by an unfavorable outcome of future investigations.

New Tobacco Product Technologies. Altria Group, Inc.’s subsidiaries continue to seek ways to develop and to commercialize new tobacco product technologies that may reduce the health risks associated with the tobacco products they manufacture, while continuing to offer adult consumers tobacco products that meet their taste expectations. Potential solutions being researched include tobacco products that reduce or eliminate exposure to cigarette smoke, and/or those constituents identified by public health authorities as harmful. Our subsidiaries may not succeed in these efforts. If they do not succeed, but one or more of their competitors does, our subsidiaries may be at a competitive disadvantage. Further, we cannot predict whether regulators will permit the marketing of tobacco products with claims of reduced risk to consumers or whether consumers’ purchase decisions would be affected by such claims, which could affect the commercial viability of any tobacco products that might be developed.

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Adjacency Strategy. Altria Group, Inc. and its subsidiaries have adjacency growth strategies involving moves and potential moves into complementary products or processes. We cannot guarantee that these strategies, or any products introduced in connection with these strategies, will be successful.

Tobacco Price, Availability and Quality. Any significant change in tobacco leaf prices, quality or availability could affect our tobacco subsidiaries’ profitability and business. For a discussion of factors that influence leaf prices, availability and quality, see Tobacco Business Environment—Tobacco Price, Availability and Quality in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2008 Annual Report.

Attracting and Retaining Talent. Our ability to implement our strategy of attracting and retaining the best talent may be impaired by the decreasing social acceptance of tobacco usage. The tobacco industry competes for talent with the consumer products industry and other companies that enjoy greater societal acceptance. As a result, our tobacco subsidiaries may be unable to attract and retain the best talent.

Competition and Economic Downturns. Each of our consumer product subsidiaries is subject to intense competition, changes in consumer preferences and changes in economic conditions. To be successful, they must continue to:

• promote brand equity successfully;

• anticipate and respond to new consumer trends;

• develop new products and markets and to broaden brand portfolios in order to compete effectively with lower priced products;

• improve productivity; and

• protect or enhance margins through cost savings and price increases.

The willingness of consumers to purchase premium consumer product brands depends in part on economic conditions. In periods of economic uncertainty, consumers may purchase more private label and other discount brands and/or, in the case of tobacco products, consider lower price tobacco products. The volumes of our consumer products subsidiaries could suffer accordingly.

Our finance subsidiary, PMCC, holds investments in finance leases, principally in transportation (including aircraft), power generation and manufacturing equipment and facilities. Its lessees are also subject to intense competition and economic conditions. If parties to PMCC’s leases fail to manage through difficult economic and competitive conditions, PMCC may have to increase its allowance for losses, which would adversely affect our earnings.

Acquisitions. Altria Group, Inc. from time to time considers acquisitions as part of its adjacency strategy. From time to time we may engage in confidential acquisition negotiations that are not publicly announced unless and until those negotiations result in a definitive agreement. Although we seek to maintain or improve our debt ratings over time, it is possible that completing a given acquisition or other event could impact our debt ratings or the outlook for those ratings. Furthermore, acquisition opportunities are limited, and acquisitions present risks of failing to achieve efficient and effective integration, strategic objectives and anticipated revenue improvements and cost savings. There can be no assurance that we will be able to continue to acquire attractive businesses on favorable terms, that we will realize any of the anticipated benefits from an acquisition or that acquisitions will be quickly accretive to earnings.

UST Acquisition. There can be no assurance that we will achieve the synergies expected of the UST acquisition or that the integration of UST will be successful.

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Capital Markets. Access to the capital markets is important for us to satisfy our liquidity and financing needs. Disruption and uncertainty in the capital markets and any resulting tightening of credit availability, pricing and/or credit terms may increase our costs and adversely affect our earnings or our dividend rate.

Asset Impairment. We periodically calculate the fair value of our goodwill and intangible assets to test for impairment. This calculation may be affected by the market conditions noted above, as well as interest rates and general economic conditions. If an impairment is determined to exist, we will incur impairment losses, which will reduce our earnings.

IRS Challenges to PMCC Leases. The Internal Revenue Service has challenged the tax treatment of certain of PMCC’s leveraged leases. Should Altria Group, Inc. not prevail in this litigation, Altria Group, Inc. may have to accelerate the payment of significant amounts of federal income tax and significantly lower its earnings to reflect the recalculation of the income from the affected leveraged leases, which could have a material effect on the earnings and cash flows of Altria Group, Inc. in a particular fiscal quarter or fiscal year. For further discussion see Note 20. Contingencies to our consolidated financial statements and Item 3. Legal Proceedings.

Wine—Competition; Grape Supply; Regulation and Excise Taxes. As previously noted, Ste. Michelle’s business is subject to significant competition, including from many large, well-established national and international organizations. The adequacy of Ste. Michelle’s grape supply is influenced by consumer demand for wine in relation to industry-wide production levels as well as by weather and crop conditions, particularly in eastern Washington state. Supply shortages related to any one or more of these factors could increase production costs and wine prices, which ultimately may have a negative impact on Ste. Michelle’s sales. In addition, federal, state and local governmental agencies regulate the alcohol beverage industry through various means, including licensing requirements, pricing, labeling and advertising restrictions, and distribution and production policies. New regulations or revisions to existing regulations, resulting in further restrictions or taxes on the manufacture and sale of alcoholic beverages, may have an adverse effect on Ste. Michelle’s wine business.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The property in Richmond, Virginia that serves as the headquarters facility for Altria Group, Inc., PM USA and certain other subsidiaries is under lease.

At December 31, 2008, PM USA owned and operated five tobacco manufacturing and processing facilities—four in the Richmond, Virginia area and one in Cabarrus County, North Carolina. In addition, PM USA owns a research and technology center in Richmond, Virginia. PM USA is in the process of closing its Cabarrus, North Carolina manufacturing facility and consolidating cigarette manufacturing for the U.S. market at its Richmond, Virginia manufacturing center. In 2007, PM USA decided to consolidate its manufacturing in response to declining U.S. cigarette volume and notice from PMI that it would no longer source cigarettes from PM USA. PM USA’s cigarette production for PMI, which ended in December 2008, approximated 21 billion and 57 billion cigarettes in 2008 and 2007, respectively. PM USA expects to close its Cabarrus manufacturing facility by the end of 2010.

Middleton owns and operates two manufacturing facilities—one in King of Prussia, Pennsylvania and one in Limerick, Pennsylvania.

The plants and properties owned or leased and operated by Altria Group, Inc. and its subsidiaries are maintained in good condition and are believed to be suitable and adequate for present needs.

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Item 3. Legal Proceedings.

Legal proceedings covering a wide range of matters are pending or threatened in various United States and foreign jurisdictions against Altria Group, Inc. and its subsidiaries, including PM USA and USSTC, as well as their respective indemnitees. Various types of claims are raised in these proceedings, including product liability, consumer protection, antitrust, tax, contraband shipments, patent infringement, employment matters, claims for contribution and claims of distributors.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending or future cases. An unfavorable outcome or settlement of pending tobacco-related or other litigation could encourage the commencement of additional litigation. Damages claimed in some tobacco-related or other litigation are or can be significant and, in certain cases, range in the billions of dollars. The variability in pleadings in multiple jurisdictions, together with the actual experience of management in litigating claims, demonstrate that the monetary relief that may be specified in a lawsuit bears little relevance to the ultimate outcome.

Although PM USA has historically been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts have been appealed, there remains a risk that such relief may not be obtainable in all cases. This risk has been substantially reduced given that 43 states now limit the dollar amount of bonds or require no bond at all.

Altria Group, Inc. and its subsidiaries record provisions in the consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, except as discussed elsewhere in this Item 3. Legal Proceedings: (i) management has concluded that it is not probable that a loss has been incurred in any of the pending tobacco-related cases; (ii) management is unable to estimate the possible loss or range of loss that could result from an unfavorable outcome of any of the pending tobacco-related cases; and (iii) accordingly, management has not provided any amounts in the consolidated financial statements for unfavorable outcomes, if any. Legal defense costs are expensed as incurred.

It is possible that the consolidated results of operations, cash flows or financial position of Altria Group, Inc., or one or more of its subsidiaries, could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation. Nevertheless, although litigation is subject to uncertainty, management believes the litigation environment has substantially improved in recent years. Altria Group, Inc. and each of its subsidiaries named as a defendant believe, and each has been so advised by counsel handling the respective cases, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are, and will continue to be, vigorously defended. However, Altria Group, Inc. and its subsidiaries may enter into settlement discussions in particular cases if they believe it is in the best interests of Altria Group, Inc. to do so.

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Overview of Altria Group, Inc. and/or PM USA Tobacco-Related Litigation

Types and Number of Cases

Claims related to tobacco products generally fall within the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs; (ii) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring and purporting to be brought on behalf of a class of individual plaintiffs, including cases in which the aggregated claims of a number of individual plaintiffs are to be tried in a single proceeding; (iii) health care cost recovery cases brought by governmental (both domestic and foreign) and non-governmental plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits; (iv) class action suits alleging that the uses of the terms “Lights” and “Ultra Lights” constitute deceptive and unfair trade practices, common law fraud, or violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”); and (v) other tobacco-related litigation described below. Plaintiffs’ theories of recovery and the defenses raised in pending smoking and health, health care cost recovery and “Lights/Ultra Lights” cases are discussed below.

The table below lists the number of certain tobacco-related cases pending in the United States against PM USA and, in some instances, Altria Group, Inc. as of February 24, 2009, December 31, 2008 and December 31, 2007.

Type of Case	Number of Cases Pending as of February 24, 2009	Number of Cases Pending as of December 31, 2008	Number of Cases Pending as of December 31, 2007
Individual Smoking and Health Cases (1)	95	99	105
Smoking and Health Class Actions and Aggregated Claims Litigation (2)	8	9	10
Health Care Cost Recovery Actions	3	3	3
“Lights/Ultra Lights” Class Actions	21	18	17
Tobacco Price Cases	2	2	2

(1) Does not include 2,620 cases brought by flight attendants seeking compensatory damages for personal injuries allegedly caused by exposure to environmental tobacco smoke (“ETS”). The flight attendants allege that they are members of an ETS smoking and health class action, which was settled in 1997. The terms of the court-approved settlement in that case allow class members to file individual lawsuits seeking compensatory damages, but prohibit them from seeking punitive damages. Also, does not include nine individual smoking and health cases brought against certain retailers that are indemnitees of PM USA. Additionally, does not include approximately 3,199 individual smoking and health cases (3,149 state court cases and 50 federal court cases) brought by or on behalf of approximately 8,754 plaintiffs in Florida (4,836 state court plaintiffs and 3,918 federal court plaintiffs) following the decertification of the Engle case discussed below. It is possible that some of these cases are duplicates and additional cases have been filed but not yet recorded on the courts’ dockets.

(2) Includes as one case the 728 civil actions (of which 414 are actions against PM USA) that are proposed to be tried in a single proceeding in West Virginia. Middleton was named as a defendant in this action but it, along with other non-cigarette manufacturers, has been severed from this case. The West Virginia Supreme Court of Appeals has ruled that the United States Constitution does not preclude a trial in two phases in this case. Issues related to defendants’ conduct, plaintiffs’ entitlement to punitive damages and a punitive damages multiplier, if any, would be determined in the first phase. The second phase would consist of individual trials to determine liability, if any, and compensatory damages. In November 2007, the West Virginia Supreme Court of Appeals denied defendants’ renewed motion for review of the trial plan. In December 2007, defendants filed a petition for writ of certiorari with the United States Supreme Court, which was

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denied in February 2008. The case was stayed pending the United States Supreme Court’s decision in Good v. Altria Group, Inc. et al., discussed below. The court lifted the stay on February 10, 2009. The first phase of the trial has been scheduled for February 1, 2010.

International Tobacco-Related Cases

As of February 24, 2009, PM USA is a named defendant in a “Lights” class action in Israel and a health care cost recovery action in Israel. PM USA is a named defendant in two health care cost recovery actions in Canada, one of which also names Altria Group, Inc. as a defendant.

Pending and Upcoming Trials

As of February 24, 2009, 57 Engle-progeny cases against PM USA are set for trial in 2009 (7 of the 57 cases have scheduled 2009 trial dates). In addition, there are currently 5 individual smoking and health cases scheduled for trial in 2009. Cases against other tobacco companies are also scheduled for trial through the end of 2009. Trial dates are subject to change.

Trial Results

Since January 1999, verdicts have been returned in 46 smoking and health, “Lights/Ultra Lights” and health care cost recovery cases in which PM USA was a defendant. Verdicts in favor of PM USA and other defendants were returned in 28 of the 46 cases. These 28 cases were tried in California (4), Florida (9), Mississippi (1), Missouri (2), New Hampshire (1), New Jersey (1), New York (3), Ohio (2), Pennsylvania (1), Rhode Island (1), Tennessee (2), and West Virginia (1). A motion for a new trial was granted in one of the cases in Florida.

Of the 18 cases in which verdicts were returned in favor of plaintiffs, eight have reached final resolution. A verdict against defendants in one health care cost recovery case has been reversed and all claims were dismissed with prejudice. In addition, a verdict against defendants in a purported “Lights” class action in Illinois (Price) was reversed and the case was dismissed with prejudice in December 2006. In December 2008, the plaintiff in Price filed a motion with the state trial court to vacate the judgment dismissing this case in light of the United States Supreme Court’s decision in Good (see below for a discussion of developments in Good and Price). After exhausting all appeals, PM USA has paid judgments totaling $73.6 million and interest totaling $35.1 million.

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The chart below lists the verdicts and post-trial developments in the ten pending cases that have gone to trial since January 1999 in which verdicts were returned in favor of plaintiffs.

Date	Location of Court/ Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
February 2009	Florida/ Hess	Engle progeny	On February 18, 2009, a Broward County jury in the Hess trial found in favor of plaintiffs and against PM USA. The jury awarded $3 million in compensatory damages and $5 million in punitive damages. If the trial court fails to vacate the verdict, PM USA will appeal. Hess is the first case to be tried by an Engle class member since the Florida Supreme Court Engle ruling.	None
May 2007	California/ Whiteley	Individual Smoking and Health	Approximately $2.5 million in compensatory damages against PM USA and the other defendant in the case, as well as $250,000 in punitive damages against the other defendant in the case.	In October 2007, in a limited retrial on the issue of punitive damages, the jury found that plaintiffs are not entitled to punitive damages against PM USA. In November, the trial court entered final judgment and PM USA filed a motion for a new trial and for judgment notwithstanding the verdict. The trial court rejected these motions in January 2008. In March 2008, PM USA noticed an appeal to the California Court of Appeal, First Appellate District and in May 2008, posted a $2.2 million appeal bond.

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Date	Location of Court/ Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
August 2006	District of Columbia/ United States of America	Health Care Cost Recovery	Finding that defendants, including Altria Group, Inc. and PM USA, violated the civil provisions of the Racketeer Influenced and Corrupt Organizations Act (RICO). No monetary damages were assessed, but the court made specific findings and issued injunctions. See Federal Government’s Lawsuit below.	See Federal Government’s Lawsuit below.
March 2005	New York/ Rose	Individual Smoking and Health	$3.42 million in compensatory damages against two defendants, including PM USA, and $17.1 million in punitive damages against PM USA.	In April 2008, an intermediate New York appellate court reversed the verdict and vacated the compensatory and punitive damages awards against PM USA. On December 16, 2008, the New York Court of Appeals affirmed the appellate court decision. On January 14, 2009, plaintiffs filed a petition with the New York Court of Appeals requesting that the court either vacate its earlier decision and reinstate the jury verdict or remand the case to the trial court for a new trial.
May 2004	Louisiana/ Scott	Smoking and Health Class Action	Approximately $590 million against all defendants, including PM USA, jointly and severally, to fund a 10-year smoking cessation program.	See Scott Class Action below.

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Date	Location of Court/ Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
October 2002	California/ Bullock	Individual Smoking and Health	$850,000 in compensatory damages and $28 billion in punitive damages against PM USA.	In December 2002, the trial court reduced the punitive damages award to $28 million. In April 2006, the California Court of Appeal affirmed the $28 million punitive damages award. In January 2008, the California Court of Appeal reversed the judgment with respect to the $28 million punitive damages award, affirmed the judgment in all other respects, and remanded the case to the trial court to conduct a new trial on the amount of punitive damages. In April 2008, the California Supreme Court denied PM USA’s petition for review. See discussion (1) below.
June 2002	Florida/ Lukacs	Individual Smoking and Health	$37.5 million in compensatory damages against all defendants, including PM USA.	In March 2003, the trial court reduced the damages award to $24.8 million. PM USA’s share of the damages award is approximately $6 million. In January 2007, defendants petitioned the trial court to set aside the jury’s verdict and dismiss plaintiffs’ punitive damages claim. In August 2008, the trial court granted plaintiffs’ motion for entry of judgment and ordered compensatory damages of $24.8 million plus interest

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Date	Location of Court/ Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
				from the date of the verdict. In August 2008, PM USA filed a motion for reconsideration, which was denied. Final judgment was entered on November 12, 2008, awarding plaintiffs actual damages of $24.8 million, plus interest from the date of the verdict. Defendants filed a notice of appeal on December 1, 2008.
March 2002	Oregon/ Schwarz	Individual Smoking and Health	$168,500 in compensatory damages and $150 million in punitive damages against PM USA.	In May 2002, the trial court reduced the punitive damages award to $100 million. In May 2006, the Oregon Court of Appeals affirmed the compensatory damages verdict, reversed the award of punitive damages and remanded the case to the trial court for a second trial to determine the amount of punitive damages, if any. In June 2006, plaintiff petitioned the Oregon Supreme Court to review the portion of the Court of Appeals’ decision reversing and remanding the case for a new trial on punitive damages. In October 2006, the Oregon Supreme Court announced that it would hold this petition in abeyance until the United States Supreme Court decided the Williams case discussed below. In

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Date	Location of Court/ Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
				February 2007, the United States Supreme Court vacated the punitive damages judgment in Williams and remanded Schwarz to the Oregon Supreme Court for proceedings consistent with its Williams decision. The parties have submitted their briefs to the Oregon Supreme Court, setting forth their respective views on how the Williams decision impacts the plaintiff’s pending petition for review.
July 2000	Florida/ Engle	Smoking and Health Class Action	$145 billion in punitive damages against all defendants, including $74 billion against PM USA.	See Engle Class Action below.
March 1999	Oregon/ Williams	Individual Smoking and Health	$800,000 in compensatory damages (capped statutorily at $500,000), $21,500 in medical expenses and $79.5 million in punitive damages against PM USA.	See discussion (2) below.

(1) Bullock: In August 2006, the California Supreme Court denied plaintiffs’ petition to overturn the trial court’s reduction of the punitive damages award and granted PM USA’s petition for review challenging the punitive damages award. The court granted review of the case on a “grant and hold” basis under which further action by the court was deferred pending the United States Supreme Court’s decision on punitive damages in the Williams case described below. In February 2007, the United States Supreme Court vacated the punitive damages judgment in Williams and remanded the case to the Oregon Supreme Court for proceedings consistent with its decision. Parties to the appeal in Bullock requested that the court establish a briefing schedule on the merits of the pending appeal. In May 2007, the California Supreme Court transferred the case to the Second District of the California Court of Appeal with directions that the court vacate its 2006 decision and reconsider the case in light of the United States Supreme Court’s decision in Williams. In January 2008, the California Court of Appeal reversed the judgment with respect to the $28 million punitive damages award, affirmed the judgment in all other respects, and remanded the case to the trial court to conduct a new trial on the amount of punitive damages. In March 2008, plaintiffs and PM USA appealed to the California Supreme Court. In April 2008, the

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California Supreme Court denied both petitions for review. Following this decision, PM USA recorded a provision for compensatory damages of $850,000 plus costs and interest in the second quarter. The case has been remanded to the superior court for a new trial on the amount of punitive damages, if any. Trial is scheduled for June 2009. In July 2008, $43.3 million of escrow funds were returned to PM USA.

(2) Williams: The trial court reduced the punitive damages award to $32 million, and PM USA and plaintiff appealed. In June 2002, the Oregon Court of Appeals reinstated the $79.5 million punitive damages award. Following the Oregon Supreme Court’s refusal to hear PM USA’s appeal, PM USA recorded a provision of $32 million and petitioned the United States Supreme Court for further review. In October 2003, the United States Supreme Court set aside the Oregon appellate court’s ruling and directed the Oregon court to reconsider the case in light of the 2003 State Farm decision by the United States Supreme Court, which limited punitive damages. In June 2004, the Oregon Court of Appeals reinstated the $79.5 million punitive damages award. In February 2006, the Oregon Supreme Court affirmed the Court of Appeals’ decision. Following this decision, PM USA recorded an additional provision of approximately $25 million in interest charges. The United States Supreme Court granted PM USA’s petition for writ of certiorari in May 2006. In February 2007, the United States Supreme Court vacated the $79.5 million punitive damages award, holding that the United States Constitution prohibits basing punitive damages awards on harm to non-parties. The Court also found that states must assure that appropriate procedures are in place so that juries are provided with proper legal guidance as to the constitutional limitations on awards of punitive damages. Accordingly, the Court remanded the case to the Oregon Supreme Court for further proceedings consistent with this decision. In January 2008, the Oregon Supreme Court affirmed the Oregon Court of Appeals’ June 2004 decision, which in turn, upheld the jury’s compensatory damage award and reinstated the jury’s award of $79.5 million in punitive damages. In March 2008, PM USA filed a petition for writ of certiorari with the United States Supreme Court, which was granted in June 2008. The United States Supreme Court heard oral argument on December 3, 2008.

Security for Judgments

To obtain stays of judgments pending current appeals, as of February 24, 2009, PM USA has posted various forms of security totaling approximately $129 million, the majority of which has been collateralized with cash deposits that are included in other assets on the consolidated balance sheets.

Engle Class Action

In July 2000, in the second phase of the Engle smoking and health class action in Florida, a jury returned a verdict assessing punitive damages totaling approximately $145 billion against various defendants, including $74 billion against PM USA. Following entry of judgment, PM USA posted a bond in the amount of $100 million and appealed.

In May 2001, the trial court approved a stipulation providing that execution of the punitive damages component of the Engle judgment will remain stayed against PM USA and the other participating defendants through the completion of all judicial review. As a result of the stipulation, PM USA placed $500 million into a separate interest-bearing escrow account that, regardless of the outcome of the judicial review, will be paid to the court and the court will determine how to allocate or distribute it consistent with Florida Rules of Civil Procedure. In July 2001, PM USA also placed $1.2 billion into an interest-bearing escrow account, which was returned to PM USA in December 2007. In addition, the $100 million bond related to the case has been discharged. In connection with the stipulation, PM USA recorded a $500 million pre-tax charge in its consolidated statement of earnings for the quarter ended March 31, 2001. In May 2003, the Florida Third District Court of Appeal reversed the judgment entered by the trial court and instructed the trial court to order the decertification of the class. Plaintiffs petitioned the Florida Supreme Court for further review.

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In July 2006, the Florida Supreme Court ordered that the punitive damages award be vacated, that the class approved by the trial court be decertified, and that members of the decertified class could file individual actions against defendants within one year of issuance of the mandate. The court further declared the following Phase I findings are entitled to res judicata effect in such individual actions brought within one year of the issuance of the mandate: (i) that smoking causes various diseases; (ii) that nicotine in cigarettes is addictive; (iii) that defendants’ cigarettes were defective and unreasonably dangerous; (iv) that defendants concealed or omitted material information not otherwise known or available knowing that the material was false or misleading or failed to disclose a material fact concerning the health effects or addictive nature of smoking; (v) that defendants agreed to misrepresent information regarding the health effects or addictive nature of cigarettes with the intention of causing the public to rely on this information to their detriment; (vi) that defendants agreed to conceal or omit information regarding the health effects of cigarettes or their addictive nature with the intention that smokers would rely on the information to their detriment; (vii) that all defendants sold or supplied cigarettes that were defective; and (viii) that defendants were negligent. The court also reinstated compensatory damage awards totaling approximately $6.9 million to two individual plaintiffs and found that a third plaintiff’s claim was barred by the statute of limitations. In February 2008, PM USA paid a total of $2,964,685, which represents its share of compensatory damages and interest to the two individual plaintiffs identified in the Florida Supreme Court’s order.

In August 2006, PM USA sought rehearing from the Florida Supreme Court on parts of its July 2006 opinion, including the ruling (described above) that certain jury findings have res judicata effect in subsequent individual trials timely brought by Engle class members. The rehearing motion also asked, among other things, that legal errors that were raised but not expressly ruled upon in the Third District Court of Appeal or in the Florida Supreme Court now be addressed. Plaintiffs also filed a motion for rehearing in August 2006 seeking clarification of the applicability of the statute of limitations to non-members of the decertified class. In December 2006, the Florida Supreme Court refused to revise its July 2006 ruling, except that it revised the set of Phase I findings entitled to res judicata effect by excluding finding (v) listed above (relating to agreement to misrepresent information), and added the finding that defendants sold or supplied cigarettes that, at the time of sale or supply, did not conform to the representations of fact made by defendants. In January 2007, the Florida Supreme Court issued the mandate from its revised opinion. Defendants then filed a motion with the Florida Third District Court of Appeal requesting that the court address legal errors that were previously raised by defendants but have not yet been addressed either by the Third District Court of Appeal or by the Florida Supreme Court. In February 2007, the Third District Court of Appeal denied defendants’ motion. In May 2007, defendants’ motion for a partial stay of the mandate pending the completion of appellate review was denied by the Third District Court of Appeal. In May 2007, defendants filed a petition for writ of certiorari with the United States Supreme Court. In October 2007, the United States Supreme Court denied defendants’ petition. In November 2007, the United States Supreme Court denied defendants’ petition for rehearing from the denial of their petition for writ of certiorari.

The deadline for filing Engle-progeny cases, as required by the Florida Supreme Court’s decision, expired on January 11, 2008. As of February 24, 2009, approximately 3,199 cases (3,149 state court cases and 50 federal court cases) were pending against PM USA or Altria Group, Inc. asserting individual claims by or on behalf of approximately 8,754 plaintiffs (4,836 state court plaintiffs and 3,918 federal court plaintiffs). It is possible that some of these cases are duplicates and additional cases have been filed but not yet recorded on the courts’ dockets. Some of these cases have been removed from various Florida state courts to the federal district courts in Florida, while others were filed in federal court. In July 2007, PM USA and other defendants requested that the multi-district litigation panel order the transfer of all such cases pending in the federal courts, as well as any other Engle-progeny cases that may be filed, to the Middle District of Florida for pretrial coordination. The panel denied this request in December 2007. In October 2007, attorneys for plaintiffs filed a motion to consolidate all pending and future cases filed in the state trial court in Hillsborough County. The court

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denied this motion in November 2007. In February 2008, the trial court decertified the class except for purposes of the May 2001 bond stipulation, and formally vacated the punitive damage award pursuant to the Florida Supreme Court’s mandate. In April 2008, the trial court ruled that certain defendants, including PM USA, lacked standing with respect to allocation of the funds escrowed under the May 2001 bond stipulation and will receive no credit at this time from the $500 million paid by PM USA against any future punitive damages awards in cases brought by former Engle class members.

In May 2008, the trial court, among other things, decertified the limited class maintained for purposes of the May 2001 bond stipulation and, in July 2008, severed the remaining plaintiffs’ claims except for those of Howard Engle. The only remaining plaintiff in the Engle case, Howard Engle, voluntarily dismissed his claims with prejudice. In July 2008, attorneys for a putative former Engle class member petitioned the Florida Supreme Court to permit members of the Engle class additional time to file individual lawsuits. The Florida Supreme Court denied this petition on January 7, 2009.

Three federal district courts (in the Merlob, Brown and Burr cases) have ruled that the findings in the first phase of the Engle proceedings cannot be used to satisfy elements of plaintiffs’ claims, and two of those rulings (Brown and Burr) have been certified by the trial court for interlocutory review. The certification in both cases has been granted by the United States Court of Appeals for the Eleventh Circuit and the appeals have been consolidated. On February 10, 2009, the appeal in Burr was dismissed for lack of prosecution. Engle progeny cases pending in the federal district courts in the Middle District of Florida asserting individual claims by or on behalf of approximately 4,000 plaintiffs have been stayed pending interlocutory review by the Eleventh Circuit. Several state trial court judges have issued contrary rulings that allowed plaintiffs to use the Engle findings to establish elements of their claims and required certain defenses to be stricken.

Scott Class Action

In July 2003, following the first phase of the trial in the Scott class action, in which plaintiffs sought creation of a fund to pay for medical monitoring and smoking cessation programs, a Louisiana jury returned a verdict in favor of defendants, including PM USA, in connection with plaintiffs’ medical monitoring claims, but also found that plaintiffs could benefit from smoking cessation assistance. The jury also found that cigarettes as designed are not defective but that the defendants failed to disclose all they knew about smoking and diseases and marketed their products to minors. In May 2004, in the second phase of the trial, the jury awarded plaintiffs approximately $590 million against all defendants jointly and severally, to fund a 10-year smoking cessation program.

In June 2004, the court entered judgment, which awarded plaintiffs the approximately $590 million jury award plus prejudgment interest accruing from the date the suit commenced. PM USA’s share of the jury award and prejudgment interest has not been allocated. Defendants, including PM USA, appealed. Pursuant to a stipulation of the parties, the trial court entered an order setting the amount of the bond at $50 million for all defendants in accordance with an article of the Louisiana Code of Civil Procedure, and a Louisiana statute (the “bond cap law”), fixing the amount of security in civil cases involving a signatory to the MSA (as defined below). Under the terms of the stipulation, plaintiffs reserve the right to contest, at a later date, the sufficiency or amount of the bond on any grounds including the applicability or constitutionality of the bond cap law. In September 2004, defendants collectively posted a bond in the amount of $50 million.

In February 2007, the Louisiana Court of Appeal issued a ruling on defendants’ appeal that, among other things: affirmed class certification but limited the scope of the class; struck certain of the categories of damages included in the judgment, reducing the amount of the award by approximately $312 million; vacated the award of prejudgment interest, which totaled approximately $444 million as of February 15, 2007; and ruled that the only class members who are eligible to participate in the smoking

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cessation program are those who began smoking before, and whose claims accrued by, September 1, 1988. As a result, the Louisiana Court of Appeal remanded the case for proceedings consistent with its opinion, including further reduction of the amount of the award based on the size of the new class. In March 2007, the Louisiana Court of Appeal rejected defendants’ motion for rehearing and clarification. In January 2008, the Louisiana Supreme Court denied plaintiffs’ and defendants’ petitions for writ of certiorari. Following the Louisiana Supreme Court’s denial of defendants’ petition for writ of certiorari, PM USA recorded a provision of $26 million in connection with the case. In March 2008, plaintiffs filed a motion to execute the approximately $279 million judgment plus post-judgment interest or, in the alternative, for an order to the parties to submit revised damages figures. Defendants filed a motion to have judgment entered in favor of defendants based on accrual of all class member claims after September 1, 1988 or, in the alternative, for the entry of a case management order. In April 2008, the Louisiana Supreme Court denied defendants’ motion to stay proceedings and the defendants filed a petition for writ of certiorari with the United States Supreme Court. In June 2008, the United States Supreme Court denied the defendant’s petition. Plaintiffs filed a motion to enter judgment in the amount of approximately $280 million (subsequently changed to approximately $264 million) and defendants filed a motion to enter judgment in their favor dismissing the case entirely or, alternatively, to enter a case management order for a new trial. In July 2008, the trial court entered an Amended Judgment and Reasons for Judgment denying both motions, but ordering defendants to deposit into the registry of the court the sum of $263,532,762 plus post-judgment interest of $87.7 million (as of December 31, 2008) while stating, however, that the judgment award “may be satisfied with something less than a full cash payment now” and that the court would “favorably consider” returning unused funds annually to defendants if monies allocated for that year were not fully expended.

In September 2008, defendants filed an application for writ of mandamus or supervisory writ to secure the right to appeal with the Louisiana Circuit Court of Appeals. The appellate court, on November 17, 2008, granted the defendants’ writ and directed the trial court to enter an order permitting the appeal and to set the appeal bond in accordance with Louisiana law. Plaintiffs’ supervisory writ petition to the Louisiana Supreme Court was denied on December 10, 2008. On December 15, 2008, the trial court entered an order permitting the appeal and approving a $50 million bond for all defendants in accordance with the Louisiana “bond cap law” discussed above.

Smoking and Health Litigation

Overview

Plaintiffs’ allegations of liability in smoking and health cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, nuisance, breach of express and implied warranties, breach of special duty, conspiracy, concert of action, violations of deceptive trade practice laws and consumer protection statutes, and claims under the federal and state anti-racketeering statutes. Plaintiffs in the smoking and health actions seek various forms of relief, including compensatory and punitive damages, treble/multiple damages and other statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and equitable relief. Defenses raised in these cases include lack of proximate cause, assumption of the risk, comparative fault and/or contributory negligence, statutes of limitations and preemption by the Federal Cigarette Labeling and Advertising Act.

In July 2008, the New York Supreme Court, Appellate Division, First Department in Fabiano, an individual personal injury case, held that plaintiffs’ punitive damages claim was barred by the MSA (as defined below) based on principles of res judicata because the New York Attorney General had already litigated the punitive damages claim on behalf of all New York residents. In August 2008, plaintiffs filed a motion for permission to appeal to the Court of Appeals. The motion was denied on November 13, 2008.

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Smoking and Health Class Actions

Since the dismissal in May 1996 of a purported nationwide class action brought on behalf of allegedly addicted smokers, plaintiffs have filed numerous putative smoking and health class action suits in various state and federal courts. In general, these cases purport to be brought on behalf of residents of a particular state or states (although a few cases purport to be nationwide in scope) and raise addiction claims and, in many cases, claims of physical injury as well.

Class certification has been denied or reversed by courts in 57 smoking and health class actions involving PM USA in Arkansas (1), the District of Columbia (2), Florida (2), Illinois (2), Iowa (1), Kansas (1), Louisiana (1), Maryland (1), Michigan (1), Minnesota (1), Nevada (29), New Jersey (6), New York (2), Ohio (1), Oklahoma (1), Pennsylvania (1), Puerto Rico (1), South Carolina (1), Texas (1) and Wisconsin (1). A class remains certified in the Scott class action discussed above.

Two purported class actions pending against PM USA have been brought in New York (Caronia, filed in January 2006 in the United States District Court for the Eastern District of New York) and Massachusetts (Donovan, filed in December 2006, in the United States District Court for the District of Massachusetts) on behalf of each state’s respective residents who: are age 50 or older; have smoked the Marlboro brand for 20 pack-years or more; and have neither been diagnosed with lung cancer nor are under investigation by a physician for suspected lung cancer. Plaintiffs in these cases seek to impose liability under various product-based causes of action and the creation of a court-supervised program providing members of the purported class Low Dose CT Scanning in order to identify and diagnose lung cancer. Neither claim seeks punitive damages. Plaintiffs’ motion for class certification and defendant’s motion for summary judgment are pending in Caronia. Defendants’ motions for summary judgment and judgment on the pleadings and plaintiffs’ motion for class certification are pending in Donovan. In Donovan, the district court entered an order on December 31, 2008 expressing an intention to certify questions to the Supreme Judicial Court of Massachusetts regarding the medical monitoring and statute of limitations issues.

On November 17, 2008, a purported class action naming PM USA, Altria Group, Inc. and the other major cigarette manufacturers as defendants was filed in the United States District Court for the Northern District of Georgia on behalf of a purported class of cigarette smokers who seek medical monitoring (Peoples). Plaintiffs allege that the tobacco companies conspired to convince the National Cancer Institute (“NCI”) to not recommend spiral CT scans to screen for lung cancer and plaintiffs assert claims based on defendants’ purported violations of RICO. The complaint identifies the purported class as all residents of the State of Georgia who, by virtue of their age and history of smoking cigarettes, are at increased risk for developing lung cancer; are 50 years of age or older; have cigarette smoking histories of 20 pack-years or more; and are covered by an insurance company, Medicare, Medicaid or a third party medical payor. Plaintiffs seek relief in the form of the creation of a fund for medical monitoring and punitive damages.

Health Care Cost Recovery Litigation

Overview

In health care cost recovery litigation, governmental entities and non-governmental plaintiffs seek reimbursement of health care cost expenditures allegedly caused by tobacco products and, in some cases, of future expenditures and damages as well. Relief sought by some but not all plaintiffs includes punitive damages, multiple damages and other statutory damages and penalties, injunctions prohibiting alleged marketing and sales to minors, disclosure of research, disgorgement of profits, funding of anti-smoking programs, additional disclosure of nicotine yields, and payment of attorney and expert witness fees.

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The claims asserted include the claim that cigarette manufacturers were “unjustly enriched” by plaintiffs’ payment of health care costs allegedly attributable to smoking, as well as claims of indemnity, negligence, strict liability, breach of express and implied warranty, violation of a voluntary undertaking or special duty, fraud, negligent misrepresentation, conspiracy, public nuisance, claims under federal and state statutes governing consumer fraud, antitrust, deceptive trade practices and false advertising, and claims under federal and state anti-racketeering statutes.

Defenses raised include lack of proximate cause, remoteness of injury, failure to state a valid claim, lack of benefit, adequate remedy at law, “unclean hands” (namely, that plaintiffs cannot obtain equitable relief because they participated in, and benefited from, the sale of cigarettes), lack of antitrust standing and injury, federal preemption, lack of statutory authority to bring suit, and statutes of limitations. In addition, defendants argue that they should be entitled to “set off” any alleged damages to the extent the plaintiffs benefit economically from the sale of cigarettes through the receipt of excise taxes or otherwise. Defendants also argue that these cases are improper because plaintiffs must proceed under principles of subrogation and assignment. Under traditional theories of recovery, a payor of medical costs (such as an insurer) can seek recovery of health care costs from a third party solely by “standing in the shoes” of the injured party. Defendants argue that plaintiffs should be required to bring any actions as subrogees of individual health care recipients and should be subject to all defenses available against the injured party.

Although there have been some decisions to the contrary, most judicial decisions have dismissed all or most health care cost recovery claims against cigarette manufacturers. Nine federal circuit courts of appeals and six state appellate courts, relying primarily on grounds that plaintiffs’ claims were too remote, have ordered or affirmed dismissals of health care cost recovery actions. The United States Supreme Court has refused to consider plaintiffs’ appeals from the cases decided by five circuit courts of appeals.

In March 1999, in the first health care cost recovery case to go to trial, an Ohio jury returned a verdict in favor of defendants on all counts. In addition, a $17.8 million verdict against defendants (including $6.8 million against PM USA) was reversed in a health care cost recovery case in New York, and all claims were dismissed with prejudice in February 2005 (Blue Cross/Blue Shield). The trial in the health care cost recovery case brought by the City of St. Louis, Missouri and approximately 40 Missouri hospitals, in which PM USA and Altria Group, Inc. are defendants, is scheduled to begin on June 7, 2010.

Individuals and associations have also sued in purported class actions or as private attorneys general under the Medicare as Secondary Payer (“MSP”) provisions of the Social Security Act to recover from defendants Medicare expenditures allegedly incurred for the treatment of smoking-related diseases. Cases brought in New York (Mason), Florida (Glover) and Massachusetts (United Seniors Association) have been dismissed by federal courts. In April 2008, an action, National Committee to Preserve Social Security and Medicare, et al. v. Philip Morris USA, et al. (“National Committee I”), was brought under the Medicare as Secondary Payer statute in the Circuit Court of the Eleventh Judicial Circuit of and for Miami County, Florida, but was dismissed voluntarily in May 2008. The action purported to be brought on behalf of Medicare to recover an unspecified amount of damages equal to double the amount paid by Medicare for smoking-related health care services provided from April 19, 2002 to the present.

In May 2008, an action, National Committee to Preserve Social Security, et al. v. Philip Morris USA, et al., was brought under the Medicare as Secondary Payer statute in United States District Court for the Eastern District of New York. This action was brought by the same plaintiffs as National Committee I and similarly purports to be brought on behalf of Medicare to recover an unspecified amount of damages equal to double the amount paid by Medicare for smoking-related health care

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services provided from May 21, 2002 to the present. In July 2008, defendants filed a motion to dismiss plaintiffs’ claims and plaintiffs filed a motion for partial summary judgment. The court heard argument on both motions on November 20, 2008.

In addition to the cases brought in the United States, health care cost recovery actions have also been brought against tobacco industry participants, including PM USA, in Israel (1), the Marshall Islands (1 dismissed), and Canada (2) and other entities have stated that they are considering filing such actions. In September 2005, in the first of the two health care recovery cases filed in Canada, the Canadian Supreme Court ruled that legislation passed in British Columbia permitting the lawsuit is constitutional, and, as a result, the case, which had previously been dismissed by the trial court, was permitted to proceed. PM USA’s and other defendants’ challenge to the British Columbia court’s exercise of jurisdiction was rejected by the Court of Appeals of British Columbia and, in April 2007, the Supreme Court of Canada denied review of that decision. During 2008, the Province of New Brunswick, Canada, proclaimed into law previously adopted legislation allowing reimbursement claims to be brought against cigarette manufacturers, and it filed suit shortly thereafter. Altria Group, Inc. and PM USA are named as defendants in New Brunswick’s case. Several other provinces in Canada have enacted similar legislation or are in the process of enacting similar legislation. See “Third-Party Guarantees” for a discussion of the Distribution Agreement between Altria Group, Inc. and PMI that provides for indemnities for certain liabilities concerning tobacco products.

Settlements of Health Care Cost Recovery Litigation

In November 1998, PM USA and certain other United States tobacco product manufacturers entered into the Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia, Puerto Rico, Guam, the United States Virgin Islands, American Samoa and the Northern Marianas to settle asserted and unasserted health care cost recovery and other claims. PM USA and certain other United States tobacco product manufacturers had previously settled similar claims brought by Mississippi, Florida, Texas and Minnesota (together with the MSA, the “State Settlement Agreements”). The State Settlement Agreements require that the original participating manufacturers make substantial annual payments of $9.4 billion each year (excluding future annual payments, if any, under the National Tobacco Grower Settlement Trust discussed below), subject to adjustments for several factors, including inflation, market share and industry volume. In addition, the original participating manufacturers are required to pay settling plaintiffs’ attorneys’ fees, subject to an annual cap of $500 million.

The State Settlement Agreements also include provisions relating to advertising and marketing restrictions, public disclosure of certain industry documents, limitations on challenges to certain tobacco control and underage use laws, restrictions on lobbying activities and other provisions.

Possible Adjustments in MSA Payments for 2003, 2004, 2005 and 2006

Pursuant to the provisions of the MSA, domestic tobacco product manufacturers, including PM USA, who are original signatories to the MSA (the “Original Participating Manufacturers” or “OPMs”) are participating in proceedings that may result in downward adjustments to the amounts paid by the OPMs and the other MSA-participating manufacturers to the states and territories that are parties to the MSA for the years 2003, 2004, 2005 and 2006. The proceedings are based on the collective loss of market share for 2003, 2004, 2005 and 2006, respectively, by all participating manufacturers who are subject to the payment obligations and marketing restrictions of the MSA to non-participating manufacturers (“NPMs”) who are not subject to such obligations and restrictions.

In these proceedings, an independent economic consulting firm jointly selected by the MSA parties or otherwise selected pursuant to the MSA’s provisions is required to determine whether the

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disadvantages of the MSA were a “significant factor” contributing to the collective loss of market share for the year in question. If the firm determines that the disadvantages of the MSA were such a “significant factor,” each state may avoid a downward adjustment to its share of the participating manufacturers’ annual payments for that year by establishing that it diligently enforced a qualifying escrow statute during the entirety of that year. Any potential downward adjustment would then be reallocated to those states that do not establish such diligent enforcement. PM USA believes that the MSA’s arbitration clause requires a state to submit its claim to have diligently enforced a qualifying escrow statute to binding arbitration before a panel of three former federal judges in the manner provided for in the MSA. A number of states have taken the position that this claim should be decided in state court on a state-by-state basis.

In March 2006, an independent economic consulting firm determined that the disadvantages of the MSA were a significant factor contributing to the participating manufacturers’ collective loss of market share for the year 2003. In February 2007, this same firm determined that the disadvantages of the MSA were a significant factor contributing to the participating manufacturers’ collective loss of market share for the year 2004. In February 2008, the same economic consulting firm determined that the disadvantages of the MSA were a significant factor contributing to the participating manufacturers’ collective loss of market share for the year 2005. A different economic consulting firm has been selected to make the “significant factor” determination regarding the participating manufacturers’ collective loss of market share for the year 2006. The new firm’s decision with respect to 2006 is expected in March 2009.

Following the economic consulting firm’s determination with respect to 2003, thirty-eight states filed declaratory judgment actions in state courts seeking a declaration that the state diligently enforced its escrow statute during 2003. The OPMs and other MSA-participating manufacturers have responded to these actions by filing motions to compel arbitration in accordance with the terms of the MSA, including filing motions to compel arbitration in eleven MSA states and territories that have not filed declaratory judgment actions. Courts in all 46 MSA states and the District of Columbia and Puerto Rico have ruled that the question of whether a state diligently enforced its escrow statute during 2003 is subject to arbitration. Several of these rulings remain subject to appeal or further review. Additionally, Ohio filed a declaratory judgment action in state court with respect to the 2004 diligent enforcement issue. The action has been stayed pending the decision about the 2003 payments. PM USA, the other OPMs and approximately 25 other MSA-participating manufacturers have entered into an agreement regarding arbitration with over 40 MSA states concerning the 2003 NPM adjustment. The agreement provides for selection of the arbitration panel for the 2003 NPM adjustment beginning by October 1, 2009 and for the arbitration then to proceed. The agreement further provides for a partial liability reduction for the 2003 NPM adjustment of a specified percentage for states that entered into the agreement by January 30, 2009 and are determined in the arbitration not to have diligently enforced a qualifying escrow statute during 2003. Based on the number of states that entered into the agreement by January 30, 2009 (forty-five (45)), the percentage reduction for those states is 20%. The partial liability reduction would reduce the amount of PM USA’s 2003 NPM adjustment by up to a corresponding percentage.

The availability and the precise amount of any NPM adjustment for 2003, 2004, 2005 and 2006 will not be finally determined until 2010 or thereafter. There is no certainty that the OPMs and other MSA-participating manufacturers will ultimately receive any adjustment as a result of these proceedings. If the OPMs do receive such an adjustment through these proceedings, the adjustment would be allocated among the OPMs pursuant to the MSA’s provisions, and PM USA’s share would likely be applied as a credit against one or several future MSA payments.

National Grower Settlement Trust

As part of the MSA, the settling defendants committed to work cooperatively with the tobacco-growing states to address concerns about the potential adverse economic impact of the MSA on

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tobacco growers and quota holders. To that end, in 1999, four of the major domestic tobacco product manufacturers, including PM USA, established the National Tobacco Grower Settlement Trust (“NTGST”), a trust fund to provide aid to tobacco growers and quota holders. The trust was to be funded by these four manufacturers over 12 years with payments, prior to application of various adjustments, scheduled to total $5.15 billion. Provisions of the NTGST allowed for offsets to the extent that industry-funded payments were made for the benefit of growers or quota holders as part of a legislated end to the federal tobacco quota and price support program.

In October 2004, the Fair and Equitable Tobacco Reform Act of 2004 (“FETRA”) was signed into law. FETRA provides for the elimination of the federal tobacco quota and price support program through an industry-funded buy-out of tobacco growers and quota holders. The cost of the buy-out, which is estimated at approximately $9.5 billion, is being paid over 10 years by manufacturers and importers of each kind of tobacco product. The cost is being allocated based on the relative market shares of manufacturers and importers of each kind of tobacco product. The quota buy-out payments offset already scheduled payments to the NTGST. However, two of the grower states, Maryland and Pennsylvania, have filed claims in the North Carolina state courts, asserting that the companies which established the NTGST (including PM USA) must continue making payments under the NTGST through 2010 for the benefit of Maryland and Pennsylvania growers (such continuing payments would represent slightly more than one percent of the originally scheduled payments that would have been due to the NTGST for the years 2005 through 2010) notwithstanding the offsets resulting from the FETRA payments. The North Carolina trial court held in favor of Maryland and Pennsylvania, and the companies (including PM USA) appealed. The North Carolina Court of Appeals, in December 2008, reversed the trial court ruling. On January 20, 2009, Maryland and Pennsylvania filed a notice of appeal to the North Carolina Supreme Court. In addition to the approximately $9.5 billion cost of the buy-out, FETRA also obligated manufacturers and importers of tobacco products to cover any losses (up to $500 million) that the government incurred on the disposition of tobacco pool stock accumulated under the previous tobacco price support program. PM USA has paid $138 million for its share of the tobacco pool stock losses. The quota buyout did not have a material impact on Altria Group, Inc.’s 2008 consolidated results and Altria Group, Inc. does not currently anticipate that the quota buy-out will have a material adverse impact on its consolidated results in 2009 and beyond.

Other MSA-Related Litigation

PM USA was named as a defendant in an action brought in October 2008 in federal court in Kentucky by an MSA participating manufacturer that is not an OPM. Other defendants include various other participating manufacturers and the Attorneys General of all 52 states and territories that are parties to the MSA. The plaintiff alleged that certain of the MSA’s payment provisions discriminate against it in favor of certain other participating manufacturers in violation of the federal antitrust laws and the United States Constitution. The plaintiff also sought injunctive relief, alteration of certain MSA payment provisions as applied to it, treble damages under the federal antitrust laws, and/or rescission of its joinder in the MSA. The plaintiff also filed a motion for a preliminary injunction enjoining the states from enforcing the allegedly discriminatory payment provisions against it during the pendency of action. On November 14, 2008, defendants filed a motion to dismiss the complaint on various grounds and, on January 5, 2009, the court dismissed the complaint and denied plaintiff’s request for preliminary injunctive relief.

In December 2008, PM USA was named as a defendant in an action seeking declaratory relief under the MSA. The action was filed in California state court by the same MSA participating manufacturer that filed the Kentucky action discussed in the preceding paragraph. Other defendants include the State of California and various other participating manufacturers. The plaintiff is seeking a declaratory judgment that its proposed amended adherence agreement with California and other states that are parties to the MSA is consistent with provisions in the MSA, and that the MSA’s limited most

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favored nations provision does not apply to the proposed agreement. Plaintiff seeks no damages in this action. Defendants have not yet responded to the complaint.

Without naming PM USA or any other private party as a defendant, manufacturers that have elected not to sign the MSA (“NPMs”) and/or their distributors or customers have filed several legal challenges to the MSA and related legislation. New York state officials are defendants in a lawsuit pending in the United States District Court for the Southern District of New York in which cigarette importers allege that the MSA and/or related legislation violates federal antitrust laws and the Commerce Clause of the United States Constitution. In a separate proceeding pending in the same court, plaintiffs assert the same theories against not only New York officials but also the Attorneys General for thirty other states. The United States Court of Appeals for the Second Circuit has held that the allegations in both actions, if proven, establish a basis for relief on antitrust and Commerce Clause grounds and that the trial courts in New York have personal jurisdiction sufficient to enjoin other states’ officials from enforcing their MSA-related legislation. On remand in those two actions, one trial court has granted summary judgment for the New York officials and the other has held that plaintiffs are unlikely to succeed on the merits. In addition, a preliminary injunction against New York officials’ enforcement against plaintiffs of the state’s “allocable share” amendment to the MSA’s Model Escrow Statute has been lifted.

In another action, the United States Court of Appeals for the Fifth Circuit reversed a trial court’s dismissal of challenges to MSA-related legislation in Louisiana under the First and Fourteenth Amendments to the United States Constitution. The case and another challenge to Louisiana’s participation in the MSA and Louisiana’s MSA-related legislation began summary judgment proceedings during the fourth quarter of 2008. Another proceeding has been initiated before an international arbitration tribunal under the provisions of the North American Free Trade Agreement. A two-day hearing on the merits is scheduled for June 2009. An appeal from trial court decisions holding that plaintiffs have failed to make allegations establishing a claim for relief is pending with the United States Court of Appeals for the Eighth Circuit. The United States Courts of Appeals for the Sixth and Ninth Circuits have affirmed the dismissals in two similar challenges. In July 2008, the United States Court of Appeals for the Tenth Circuit affirmed dismissals and summary judgment orders in two cases emanating from Kansas and Oklahoma, and in doing so rejected antitrust and constitutional challenges to the allocable share amendment legislation in those states.

Federal Government’s Lawsuit

In 1999, the United States government filed a lawsuit in the United States District Court for the District of Columbia against various cigarette manufacturers, including PM USA, and others, including Altria Group, Inc. asserting claims under three federal statutes, namely the Medical Care Recovery Act (“MCRA”), the MSP provisions of the Social Security Act and the civil provisions of RICO. Trial of the case ended in June 2005. The lawsuit sought to recover an unspecified amount of health care costs for tobacco-related illnesses allegedly caused by defendants’ fraudulent and tortious conduct and paid for by the government under various federal health care programs, including Medicare, military and veterans’ health benefits programs, and the Federal Employees Health Benefits Program. The complaint alleged that such costs total more than $20 billion annually. It also sought what it alleged to be equitable and declaratory relief, including disgorgement of profits which arose from defendants’ allegedly tortious conduct, an injunction prohibiting certain actions by the defendants, and a declaration that the defendants are liable for the federal government’s future costs of providing health care resulting from defendants’ alleged past tortious and wrongful conduct. In September 2000, the trial court dismissed the government’s MCRA and MSP claims, but permitted discovery to proceed on the government’s claims for relief under the civil provisions of RICO.

The government alleged that disgorgement by defendants of approximately $280 billion is an appropriate remedy. In May 2004, the trial court issued an order denying defendants’ motion for partial

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summary judgment limiting the disgorgement remedy. In February 2005, a panel of the United States Court of Appeals for the District of Columbia Circuit held that disgorgement is not a remedy available to the government under the civil provisions of RICO and entered summary judgment in favor of defendants with respect to the disgorgement claim. In April 2005, the Court of Appeals denied the government’s motion for rehearing. In July 2005, the government petitioned the United States Supreme Court for further review of the Court of Appeals’ ruling that disgorgement is not an available remedy, and in October 2005, the Supreme Court denied the petition.

In June 2005, the government filed with the trial court its proposed final judgment seeking remedies of approximately $14 billion, including $10 billion over a five-year period to fund a national smoking cessation program and $4 billion over a ten-year period to fund a public education and counter-marketing campaign. Further, the government’s proposed remedy would have required defendants to pay additional monies to these programs if targeted reductions in the smoking rate of those under 21 are not achieved according to a prescribed timetable. The government’s proposed remedies also included a series of measures and restrictions applicable to cigarette business operations—including, but not limited to, restrictions on advertising and marketing, potential measures with respect to certain price promotional activities and research and development, disclosure requirements for certain confidential data and implementation of a monitoring system with potential broad powers over cigarette operations.

In August 2006, the federal trial court entered judgment in favor of the government. The court held that certain defendants, including Altria Group, Inc. and PM USA, violated RICO and engaged in 7 of the 8 “sub-schemes” to defraud that the government had alleged. Specifically, the court found that:

• defendants falsely denied, distorted and minimized the significant adverse health consequences of smoking;

• defendants hid from the public that cigarette smoking and nicotine are addictive;

• defendants falsely denied that they control the level of nicotine delivered to create and sustain addiction;

• defendants falsely marketed and promoted “low tar/light” cigarettes as less harmful than full-flavor cigarettes;

• defendants falsely denied that they intentionally marketed to youth;

• defendants publicly and falsely denied that ETS is hazardous to non-smokers; and

• defendants suppressed scientific research.

The court did not impose monetary penalties on the defendants, but ordered the following relief: (i) an injunction against “committing any act of racketeering” relating to the manufacturing, marketing, promotion, health consequences or sale of cigarettes in the United States; (ii) an injunction against participating directly or indirectly in the management or control of the Council for Tobacco Research, the Tobacco Institute, or the Center for Indoor Air Research, or any successor or affiliated entities of each; (iii) an injunction against “making, or causing to be made in any way, any material false, misleading, or deceptive statement or representation or engaging in any public relations or marketing endeavor that is disseminated to the United States public and that misrepresents or suppresses information concerning cigarettes”; (iv) an injunction against conveying any express or implied health message through use of descriptors on cigarette packaging or in cigarette advertising or promotional material, including “lights,” “ultra lights” and “low tar,” which the court found could cause consumers to believe one cigarette brand is less hazardous than another brand; (v) the issuance of “corrective statements” in various media regarding the adverse health effects of smoking, the addictiveness of smoking and nicotine, the lack of any significant health benefit from smoking “low tar” or “light” cigarettes, defendants’ manipulation of cigarette design to ensure optimum nicotine delivery and the

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adverse health effects of exposure to environmental tobacco smoke; (vi) the disclosure on defendants’ public document websites and in the Minnesota document repository of all documents produced to the government in the lawsuit or produced in any future court or administrative action concerning smoking and health until 2021, with certain additional requirements as to documents withheld from production under a claim of privilege or confidentiality; (vii) the disclosure of disaggregated marketing data to the government in the same form and on the same schedule as defendants now follow in disclosing such data to the Federal Trade Commission, for a period of ten years; (viii) certain restrictions on the sale or transfer by defendants of any cigarette brands, brand names, formulas or cigarette businesses within the United States; and (ix) payment of the government’s costs in bringing the action.

In September 2006, defendants filed notices of appeal to the United States Court of Appeals for the District of Columbia Circuit. In September 2006, the trial court denied defendants’ motion to stay the judgment pending defendants’ appeals, and defendants then filed an emergency motion with the Court of Appeals to stay enforcement of the judgment pending their appeals. In October 2006, the government filed a notice of appeal in which it appealed the denial of certain remedies, including the disgorgement of profits and the cessation remedies it had sought. In October 2006, a three-judge panel of the United States Court of Appeals granted defendants’ motion and stayed the trial court’s judgment pending its review of the decision. Certain defendants, including PM USA and Altria Group, Inc., filed a motion to clarify the trial court’s August 2006 Final Judgment and Remedial Order. In March 2007, the trial court denied in part and granted in part defendants’ post-trial motion for clarification of portions of the court’s remedial order. As noted above, the trial court’s judgment and remedial order remain stayed pending the appeal to the Court of Appeals. Oral argument before the United States Court of Appeals for the District of Columbia Circuit was heard in October 2008.

“Lights/Ultra Lights” Cases

Overview

Plaintiffs in these class actions (some of which have not been certified as such), allege, among other things, that the uses of the terms “Lights” and/or “Ultra Lights” constitute deceptive and unfair trade practices, common law fraud, or RICO violations, and seek injunctive and equitable relief, including restitution and, in certain cases, punitive damages. These class actions have been brought against PM USA and, in certain instances, Altria Group, Inc. or its subsidiaries, on behalf of individuals who purchased and consumed various brands of cigarettes, including Marlboro Lights, Marlboro Ultra Lights, Virginia Slims Lights and Superslims, Merit Lights and Cambridge Lights. Defenses raised in these cases include lack of misrepresentation, lack of causation, injury, and damages, the statute of limitations, express preemption by the Federal Cigarette Labeling and Advertising Act (“FCLAA”) and implied preemption by the policies and directives of the Federal Trade Commission (“FTC”), non-liability under state statutory provisions exempting conduct that complies with federal regulatory directives, and the First Amendment. As of February 24, 2009, twenty-one cases are pending as follows: Arkansas (2), Colorado (1), Delaware (1), Florida (2), Illinois (2), Maine (1), Massachusetts (1), Minnesota (1), Missouri (1), New Hampshire (1), New Jersey (1), New Mexico (1), New York (1), Oregon (1), Tennessee (1), Texas (1) and West Virginia (2). In addition, a purported “Lights” class action is pending against PM USA in Israel. Other entities have stated that they are considering filing such actions against Altria Group, Inc. and PM USA.

Recent Cases

Since the December 15, 2008 U.S. Supreme Court decision in Good, four new “Lights” class actions have been served upon PM USA and Altria Group, Inc., one in Illinois state court (Goins), one in Florida federal court (Boyd), one in Colorado federal court (Fray) and one in Texas federal court (Salazar). The Goins action was subsequently removed to federal court.

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The Good Case

In May 2006, a federal trial court in Maine granted PM USA’s motion for summary judgment in Good, a purported “Lights” class action, on the grounds that plaintiffs’ claims are preempted by the FCLAA and dismissed the case. In August 2007, the United States Court of Appeals for the First Circuit vacated the district court’s grant of PM USA’s motion for summary judgment on federal preemption grounds and remanded the case to district court. The district court stayed the case pending the United States Supreme Court’s ruling on defendants’ petition for writ of certiorari with the United States Supreme Court, which was granted on January 18, 2008. The case was stayed pending the United States Supreme Court’s decision. On December 15, 2008, the United States Supreme Court ruled that plaintiffs’ claims are not barred by federal preemption. Although the Court rejected the argument that the FTC’s actions were so extensive with respect to the descriptors that the state law claims were barred as a matter of federal law, the Court’s decision was limited: it did not address the ultimate merits of plaintiffs’ claim, the viability of the action as a class action, or other state law issues. On February 17, 2009, the United States Court of Appeals for the First Circuit remanded Good to the district court for further proceedings. Stays entered in various “Lights” cases pending Good have been lifted.

“Lights” Cases Dismissed, Not Certified or Ordered De-Certified

To date, 13 courts in 14 cases have refused to certify class actions, dismissed class action allegations, reversed prior class certification decisions or have entered judgment in favor of PM USA. Trial courts in Arizona, Kansas, New Mexico, Oregon, Tennessee, Washington and New Jersey have refused to certify a class, an appellate court in Florida has overturned class certification by a trial court, the Ohio Supreme Court has overturned class certifications in two cases, a trial court in Tennessee has dismissed the plaintiffs’ class action allegations, the United States Court of Appeals for the Fifth Circuit has dismissed a purported “Lights” class action brought in Louisiana federal court (Sullivan) on the grounds that plaintiffs’ claims were preempted by the FCLAA, plaintiffs voluntarily dismissed an action in a federal trial court in Michigan after the court dismissed claims asserted under the Michigan Unfair Trade and Consumer Protection Act, and the Supreme Court of Illinois has overturned a judgment in favor of a plaintiff class in the Price case (see the Price case below for further discussion). An intermediate appellate court in Oregon and the Supreme Court in Washington have denied plaintiffs’ motions for interlocutory review of the trial courts’ refusals to certify a class. In the Oregon case (Pearson), in February 2007, PM USA filed a motion for summary judgment based on federal preemption and the Oregon statutory exemption. In September 2007, the District Court granted PM USA’s motion based on express preemption under the FCLAA, and plaintiffs appealed this dismissal to the Oregon Court of Appeals. In February 2008, the parties filed a joint motion to hold the appeal in abeyance pending the United States Supreme Court’s decision in Good, which motion was denied. Plaintiffs in the case in Washington voluntarily dismissed the case with prejudice. Plaintiffs in the New Mexico case renewed their motion for class certification, and the case was stayed pending the United States Supreme Court’s decision in Good. Plaintiffs in the Florida case (Hines) petitioned the Florida Supreme Court for further review, and in January 2008, the Florida Supreme Court denied this petition. Hines was stayed pending the United States Supreme Court’s decision in Good. On February 6, 2009, the plaintiffs’ class action allegations in the Tennessee case (McClure) were dismissed with prejudice.

In September 2005, a New York federal trial court in Schwab granted in part defendants’ motion for partial summary judgment dismissing plaintiffs’ claims for equitable relief and denied a number of plaintiffs’ motions for summary judgment. In November 2005, the trial court ruled that the plaintiffs would be permitted to calculate damages on an aggregate basis and use “fluid recovery” theories to allocate them among class members. In September 2006, the trial court denied defendants’ summary judgment motions and granted plaintiffs’ motion for certification of a nationwide class of all United States residents that purchased cigarettes in the United States that were labeled “Light” or “Lights” from the first date defendants began selling such cigarettes until the date trial commences. The court also declined to certify the order for interlocutory appeal, declined to stay the case and ordered jury selection to begin in January 2007, with trial scheduled to begin immediately after the jury is

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impaneled. In October 2006, a single judge of the United States Court of Appeals for the Second Circuit granted PM USA’s petition for a temporary stay of pre-trial and trial proceedings pending disposition of the petitions for stay and interlocutory review by a three-judge panel of the Court of Appeals. In November 2006, the Second Circuit granted interlocutory review of the trial court’s class certification order and stayed the case before the trial court pending the appeal. In April 2008, the Second Circuit overturned the trial court’s class certification decision.

The Price Case

Trial in the Price case commenced in state court in Illinois in January 2003, and in March 2003, the judge found in favor of the plaintiff class and awarded $7.1 billion in compensatory damages and $3 billion in punitive damages against PM USA. In connection with the judgment, PM USA deposited into escrow various forms of collateral, including cash and negotiable instruments. In December 2005, the Illinois Supreme Court issued its judgment, reversing the trial court’s judgment in favor of the plaintiffs and directing the trial court to dismiss the case. In May 2006, the Illinois Supreme Court denied plaintiffs’ motion for re-hearing, in November 2006, the United States Supreme Court denied plaintiffs’ petition for writ of certiorari and, in December 2006, the Circuit Court of Madison County enforced the Illinois Supreme Court’s mandate and dismissed the case with prejudice. In January 2007, plaintiffs filed a motion to vacate or withhold judgment based upon the United States Supreme Court’s grant of the petition for writ of certiorari in Watson (discussed below). In May 2007, PM USA filed applications for a writ of mandamus or a supervisory order with the Illinois Supreme Court seeking an order compelling the lower courts to deny plaintiffs’ motion to vacate and/or withhold judgment. In August 2007, the Illinois Supreme Court granted PM USA’s motion for supervisory order and the trial court dismissed plaintiff’s motion to vacate or withhold judgment. In connection with the trial court’s initial judgment in 2003, PM USA deposited into escrow various forms of collateral, including cash and negotiable instruments, all of which has since been released and returned to PM USA.

On December 18, 2008, plaintiffs filed with the trial court a petition for relief from the final judgment that was entered in favor of PM USA. Specifically, plaintiffs sought to vacate the 2005 Illinois Supreme Court judgment, contending that the United States Supreme Court’s December 15, 2008, decision in Good demonstrated that the Illinois Supreme Court’s decision was “inaccurate.” PM USA filed a motion to dismiss plaintiffs’ petition and, on February 4, 2009, the trial court granted PM USA’s motion.

Trial Court Class Certifications

Trial courts have certified classes against PM USA in Massachusetts (Aspinall), Minnesota (Curtis), and Missouri (Craft). PM USA has appealed or otherwise challenged these class certification orders. Developments in these cases include:

• Aspinall: In August 2004, the Massachusetts Supreme Judicial Court affirmed the class certification order. In August 2006, the trial court denied PM USA’s motion for summary judgment based on the state consumer protection statutory exemption and federal preemption. On motion of the parties, the trial court has subsequently reported its decision to deny summary judgment to the appeals court for review and the trial court proceedings are stayed pending completion of the appellate review. Motions for direct appellate review with the Massachusetts Supreme Judicial Court were granted in April 2007 and oral arguments were heard in January 2008. In March 2008, the Supreme Judicial Court issued an order staying the proceedings pending the resolution of Good. On December 23, 2008, subsequent to the United States Supreme Court’s decision in Good, the Massachusetts Supreme Judicial Court issued an order requesting that the parties advise the court within 30 days whether the Good decision is dispositive of federal preemption issues pending on appeal. On January 21, 2009, PM USA notified the Massachusetts Supreme Judicial Court that Good is dispositive of the federal preemption issues on appeal, but requested further briefing on the state law statutory

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exemption issue. On February 13, 2009, with the permission of the Supreme Judicial Court, the parties submitted briefs on the impact of Good on the state exemption issue.

• Curtis: In April 2005, the Minnesota Supreme Court denied PM USA’s petition for interlocutory review of the trial court’s class certification order. In September 2005, PM USA removed Curtis to federal court based on the Eighth Circuit’s decision in Watson, which upheld the removal of a “Lights” case to federal court based on the “federal officer” jurisdiction of the Federal Trade Commission. In February 2006, the federal court denied plaintiffs’ motion to remand the case to state court. The case was stayed pending the outcome of Dahl v. R. J. Reynolds Tobacco Co., which was argued before the United States Court of Appeals for the Eighth Circuit in December 2006. In February 2007, the United States Court of Appeals for the Eighth Circuit issued its ruling in Dahl, and reversed the federal district court’s denial of plaintiffs’ motion to remand that case to the state trial court. In October 2007, the federal district court remanded the Curtis case to state court. In December 2007, the Minnesota Court of Appeals reversed the trial court’s determination in Dahl that plaintiffs’ claims in that case were subject to express preemption, and defendant in that case has petitioned the Minnesota Supreme Court for review. Plaintiffs filed a motion for partial summary judgment on February 13, 2009. The court has set a trial date of February 16, 2010. (Curtis had been stayed pending the United States Supreme Court’s decision in Good).

• Craft: In August 2005, a Missouri Court of Appeals affirmed the class certification order. In September 2005, PM USA removed Craft to federal court based on the Eighth Circuit’s decision in Watson. In March 2006, the federal trial court granted plaintiffs’ motion and remanded the case to the Missouri state trial court. In May 2006, the Missouri Supreme Court declined to review the trial court’s class certification decision. The court has set a trial date of January 11, 2011 which could be advanced to June 2010. (Craft had been stayed pending the United States Supreme Court’s decision in Good).

In addition to these cases, in June 2007, the United States Supreme Court reversed the lower court rulings in the Watson case that denied plaintiffs’ motion to have the case heard in a state, as opposed to federal, trial court. The Supreme Court rejected defendants’ contention that the case must be tried in federal court under the “federal officer” statute. The case has been remanded to the state trial court in Arkansas. In March 2008, the case was stayed pending the outcome of the United States Supreme Court’s decision in Good. In December 2005, in the Miner case, which was pending at that time in the United States District Court for the Western District of Arkansas, plaintiffs moved for certification of a class composed of individuals who purchased Marlboro Lights or Cambridge Lights brands in Arkansas, California, Colorado, and Michigan. PM USA’s motion for summary judgment based on preemption and the Arkansas statutory exemption is pending. Following the filing of this motion, plaintiffs moved to voluntarily dismiss Miner without prejudice, which PM USA opposed. The court then stayed the case pending the United States Supreme Court’s decision on a petition for writ of certiorari in Watson. In July 2007, the case was remanded to a state trial court in Arkansas. In August 2007, plaintiffs renewed their motion for class certification. In October 2007, the court denied PM USA’s motion to dismiss on procedural grounds and the court entered a case management order. The case had been stayed pending the United States Supreme Court’s decision in Good.

Certain Other Tobacco-Related Litigation

Tobacco Price Cases: As of December 31, 2008, two separate cases were pending, one in Kansas and one in New Mexico, in which plaintiffs allege that defendants, including PM USA, conspired to fix cigarette prices in violation of antitrust laws. Altria Group, Inc. is a defendant in the case in Kansas. Plaintiffs’ motions for class certification have been granted in both cases. In June 2006, defendants’ motion for summary judgment was granted in the New Mexico case. On November 18, 2008, the New Mexico Court of Appeals reversed the trial court decision granting

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summary judgment as to certain defendants, including PM USA. On January 7, 2009, PM USA and other defendants filed a petition for writ of certiorari with the New Mexico Supreme Court seeking reversal of the appellate court’s decision. The case in Kansas is pending; there is no trial date.

Cigarette Contraband Investigation: In 2008, Canadian authorities concluded the investigation relating to allegations of contraband shipments of cigarettes into Canada in the early to mid-1990s and executed a complete release of Altria Group, Inc. and its affiliates.

Cases Under the California Business and Professions Code: In June 1997, a lawsuit (Brown) was filed in California state court alleging that domestic cigarette manufacturers, including PM USA and others, have violated California Business and Professions Code Sections 17200 and 17500 regarding unfair, unlawful and fraudulent business practices. Class certification was granted as to plaintiffs’ claims that class members are entitled to reimbursement of the costs of cigarettes purchased during the class periods and injunctive relief. In September 2004, the trial court granted defendants’ motion for summary judgment as to plaintiffs’ claims attacking defendants’ cigarette advertising and promotion and denied defendants’ motion for summary judgment on plaintiffs’ claims based on allegedly false affirmative statements. Plaintiffs’ motion for rehearing was denied. In March 2005, the court granted defendants’ motion to decertify the class based on a recent change in California law, which, in two July 2006 opinions, the California Supreme Court ruled applicable to pending cases. Plaintiffs’ motion for reconsideration of the order that decertified the class was denied, and plaintiffs have appealed. In September 2006, an intermediate appellate court affirmed the trial court’s order decertifying the class. In November 2006, the California Supreme Court accepted review of the appellate court’s decision. The California Supreme Court is scheduled to hear the appeal on March 3, 2009.

In May 2004, a lawsuit (Gurevitch) was filed in California state court on behalf of a purported class of all California residents who purchased the Merit brand of cigarettes since July 2000 to the present alleging that defendants, including PM USA, violated California’s Business and Professions Code Sections 17200 and 17500 regarding unfair, unlawful and fraudulent business practices, including false and misleading advertising. The complaint also alleges violations of California’s Consumer Legal Remedies Act. Plaintiffs seek injunctive relief, disgorgement, restitution, and attorneys’ fees. In July 2005, defendants’ motion to dismiss was granted; however, plaintiffs’ motion for leave to amend the complaint was also granted, and plaintiffs filed an amended complaint in September 2005. In October 2005, the court stayed this action pending the California Supreme Court’s rulings on two cases not involving PM USA. In July 2006, the California Supreme Court issued rulings in the two cases and held that a recent change in California law known as Proposition 64, which limits the ability to bring a lawsuit to only those plaintiffs who have “suffered injury in fact” and “lost money or property” as a result of defendant’s alleged statutory violations, properly applies to pending cases. In September 2006, the stay was lifted and defendants filed their demurrer to plaintiffs’ amended complaint. In March 2007, the court, without ruling on the demurrer, again stayed the action pending rulings from the California Supreme Court in another case involving Proposition 64 that is relevant to PM USA’s demurrer.

In September 2005, a purported class action lawsuit (Reynolds) was filed by a California consumer against PM USA alleging that PM USA violated certain California consumer protection laws in connection with the alleged expiration of Marlboro Miles’ proofs of purchase, which could be used in accordance with the terms and conditions of certain time-limited promotions to acquire merchandise from Marlboro catalogues. PM USA’s motion to dismiss the case was denied in March 2006. In September 2006, PM USA filed a motion for summary judgment as to plaintiff’s claims for breach of the implied covenant of good faith and fair dealing. In October 2006, PM USA filed a second summary judgment motion seeking dismissal of plaintiff’s claims under certain California consumer protection statutes. In June 2007, the court denied PM USA’s motions for summary judgment. In January 2008, PM USA’s application for interlocutory review by the United States Court of Appeals for the Ninth Circuit was granted. Argument is set for April 17, 2009.

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UST Litigation

Types of Cases

Claims related to smokeless tobacco products generally fall within the following categories.

First, UST and/or its tobacco subsidiaries has been named in certain health care cost reimbursement/third-party recoupment/class action litigation against the major domestic cigarette companies and others seeking damages and other relief. The complaints in these cases on their face predominantly relate to the usage of cigarettes; within that context, certain complaints contain a few allegations relating specifically to smokeless tobacco products. These actions are in varying stages of pretrial activities.

Second, UST and/or its tobacco subsidiaries has been named in certain actions in West Virginia brought on behalf of individual plaintiffs against cigarette manufacturers, smokeless tobacco manufacturers, and other organizations seeking damages and other relief in connection with injuries allegedly sustained as a result of tobacco usage, including smokeless tobacco products. Included among the plaintiffs are three individuals alleging use of UST’s smokeless tobacco products and alleging the types of injuries claimed to be associated with the use of smokeless tobacco products. These individuals also allege the use of other tobacco products.

Third, UST and/or its tobacco subsidiaries has been named in a number of other individual tobacco and health suits. Plaintiffs’ allegations of liability in these cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, breach of express and implied warranties, breach of special duty, addiction, and breach of consumer protection statutes. Plaintiffs seek various forms of relief, including compensatory and punitive damages, and certain equitable relief, including but not limited to medical monitoring. Defenses raised in these cases include lack of causation, assumption of the risk, comparative fault and/or contributory negligence, and statutes of limitations. UST is currently named in an action in Florida (Vassallo) and in an action in Connecticut (Hill). The Hill case is set for trial on August 18, 2009.

Antitrust Litigation

Following a previous antitrust action brought against UST by a competitor, Conwood Company L.P., UST was named as a defendant in certain actions brought by indirect purchasers (consumers and retailers) in a number of jurisdictions. As indirect purchasers of UST’s smokeless tobacco products during various periods of time ranging from January 1990 to the date of certification or potential certification of the proposed class, plaintiffs in those actions allege, individually and on behalf of putative class members in a particular state or individually and on behalf of class members in the applicable states, that UST has violated the antitrust laws, unfair and deceptive trade practices statutes and/or common law of those states. In connection with these actions, plaintiffs sought to recover compensatory and statutory damages in an amount not to exceed $75,000 per purported class member or per class member, and certain other relief. The indirect purchaser actions, as filed, were similar in all material respects.

To date, indirect purchaser actions in almost all of the jurisdictions have been resolved, including those subject to court approval. Pursuant to the settlements in all jurisdictions except California, adult consumers received coupons redeemable on future purchases of UST’s moist smokeless tobacco products, and UST agreed to pay all related administrative costs and plaintiffs’ attorneys’ fees.

In September 2007, UST entered into a Settlement Agreement to resolve the California class action. In March 2008, the court entered an order granting final approval of the California settlement, entering judgment and dismissing the settling defendants with prejudice. The court also granted

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plaintiffs’ motion for attorneys’ fees and costs. A Notice of Appeal from the judgment and order granting final approval of the settlement, and order granting plaintiffs’ attorneys’ fees was filed by an individual class member in April 2008.

In January 2008, UST entered into a Settlement Agreement to resolve the New Hampshire action. In July 2008, the court entered a final judgment granting final approval of the settlement, including attorneys’ fees and costs, and dismissing the action with prejudice. A Notice of Appeal was filed by an individual class member in August 2008. Also in January 2008, UST entered into a Settlement Agreement to resolve the Massachusetts class action. In April 2008, the court denied preliminary approval of the Massachusetts settlement but invited the parties to submit an amended settlement agreement to the court for preliminary approval. In connection with the settlements of the New Hampshire action and Massachusetts class action, during the fourth quarter of 2007 UST recognized a liability reflecting the costs attributable to coupons expected to be distributed to consumers, which will be redeemable on future purchases of UST’s moist smokeless tobacco products, as well as plaintiffs’ attorneys’ fees and other administrative costs of the settlements.

In addition, an unresolved action remains in the State of Pennsylvania which is pending in a federal court in Pennsylvania. In this action, UST filed an appeal of the trial court’s denial of UST’s motion to dismiss the complaint. In August 2008, the Third Circuit Court of Appeals ruled in UST’s favor, issuing an opinion vacating the trial court’s denial and remanding the case to the trial court to determine whether plaintiffs should be granted permission to amend their complaint. For the plaintiffs in the foregoing action to prevail, they will now have to be granted permission to amend the complaint and then amend such complaint in a manner that satisfies the standards set forth in the August 2008 Third Circuit opinion. The plaintiffs will also have to obtain class certification and favorable determinations on issues relating to liability, causation and damages.

The liability associated with UST’s estimated costs to resolve all indirect purchaser actions decreased to $23.4 million at September 30, 2008, from $75.4 million at December 31, 2007, primarily as a result of a payment made in connection with the California settlement, actual coupon redemption and payments of administrative costs related to previous settlements, partially offset by charges recognized in the first nine months of 2008 reflecting a change in the estimated costs associated with the resolution of certain indirect purchaser antitrust actions.

UST was served with a purported class action complaint filed in federal court in West Virginia, attempting to challenge certain aspects of a prior settlement approved by the Tennessee state court and seeking additional amounts purportedly consistent with subsequent settlements of similar actions, as well as punitive damages and attorneys’ fees. In May 2008, the court granted defendants’ motion to dismiss, thereby dismissing this action with prejudice. In June 2008, plaintiffs filed a Notice of Appeal. In September 2008, plaintiffs’ motion to voluntarily dismiss their appeal as to UST was granted by the court, thereby dismissing this action as to UST.

Other Litigation

In September 2008, plaintiffs filed a purported class action on behalf of a purported class of UST stockholders in Superior Court in Connecticut to enjoin the proposed acquisition of UST by Altria Group, Inc., alleging, among other things, that UST and/or nine of its directors had violated their fiduciary duties by agreeing to the terms of the acquisition and that Altria Group, Inc. had aided and abetted in the alleged violation. In October 2008, plaintiffs amended the complaint to add allegations concerning UST’s definitive proxy statement and certain benefits payable to UST’s officers in connection with the transaction. The amended complaint also included aiding and abetting claims against UST. On December 17, 2008, the parties entered into a Memorandum of Understanding to settle this lawsuit and resolve all claims. The settlement amount was immaterial. The process for obtaining court approval is on-going.

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Certain Other Actions

IRS Challenges to PMCC Leases: The IRS concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999, and issued a final Revenue Agent’s Report (“RAR”) in March 2006. The RAR disallowed benefits pertaining to certain PMCC leveraged lease transactions for the years 1996 through 1999. Altria Group, Inc. has agreed with all conclusions of the RAR, with the exception of the disallowance of benefits pertaining to several PMCC leveraged lease transactions for the years 1996 through 1999. Altria Group, Inc. contests approximately $150 million of tax and net interest assessed and paid with regard to them. The IRS may in the future challenge and disallow more of PMCC’s leveraged lease benefits based on Revenue Rulings, an IRS Notice and subsequent case law addressing specific types of leveraged leases (lease-in/lease-out (“LILO”) and sale-in/lease-out (“SILO”) transactions). In October 2006, Altria Group, Inc. filed a complaint in the United States District Court for the Southern District of New York to claim refunds on a portion of these tax payments and associated interest for the years 1996 and 1997. In March 2008, Altria Group, Inc. and the government filed simultaneous motions for summary judgment. Those motions are pending.

In March 2008, Altria Group, Inc. filed a second complaint in the United States District Court for the Southern District of New York seeking a refund of the tax payments and associated interest for the years 1998 and 1999 attributable to the disallowance of benefits claimed in those years with respect to the leases included in the October 2006 filing and with respect to certain other leases entered into in 1998 and 1999.

Altria Group, Inc. considered this matter in its adoption of FASB Interpretation No. 48 and FASB Staff Position No. FAS 13-2. Should Altria Group, Inc. not prevail in this litigation, however, Altria Group, Inc. may have to accelerate the payment of significant amounts of federal income tax and significantly lower its earnings to reflect the recalculation of the income from the affected leveraged leases, which could have a material effect on the earnings and cash flows of Altria Group, Inc. in a particular fiscal quarter or fiscal year. Related litigation involving another party and a significantly different LILO transaction has been decided in favor of the IRS in a recent decision in the Fourth Circuit. Related litigation involving another party and a significantly different SILO transaction has been decided in favor of the IRS in a recent decision in the United States District Court for the Northern District of Ohio.

Kraft Thrift Plan Case: Four participants in the Kraft Foods Global, Inc. Thrift Plan (“Kraft Thrift Plan”), a defined contribution plan, filed a class action complaint on behalf of all participants and beneficiaries of the Kraft Thrift Plan in July 2008 in the United States District Court for the Northern District of Illinois alleging breach of fiduciary duty under the Employee Retirement Income Security Act (“ERISA”). Named defendants in this action include Altria Corporate Services, Inc. (now Altria Client Services Inc.) and certain company committees that allegedly had a relationship to the Kraft Thrift Plan. Plaintiffs request, among other remedies, that defendants restore to the Kraft Thrift Plan all losses improperly incurred. The Altria Group, Inc. defendants deny any violation of ERISA or other unlawful conduct and intend to defend the case vigorously. Under the terms of a Distribution Agreement between Altria Group, Inc. and Kraft, Altria Client Services Inc. and related defendants may be entitled to indemnity against any liabilities incurred in connection with this case.

Environmental Regulation

Altria Group, Inc. and its subsidiaries (and former subsidiaries) are subject to various federal, state and local laws and regulations concerning the discharge of materials into the environment, or otherwise related to environmental protection, including, in the United States: The Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive

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Environmental Response, Compensation and Liability Act (commonly known as “Superfund”), which can impose joint and several liability on each responsible party. Subsidiaries (and former subsidiaries) of Altria Group, Inc. are involved in several matters subjecting them to potential costs related to remediations under Superfund or other laws and regulations. Altria Group, Inc.’s subsidiaries expect to continue to make capital and other expenditures in connection with environmental laws and regulations. Although it is not possible to predict precise levels of environmental-related expenditures, compliance with such laws and regulations, including the payment of any remediation costs and the making of such expenditures, has not had, and is not expected to have, a material adverse effect on Altria Group, Inc.’s consolidated results of operations, capital expenditures, financial position, earnings or competitive position.

Third-Party Guarantees

At December 31, 2008, Altria Group, Inc. had a $12 million third-party guarantee, related to a divestiture, which was recorded as a liability on its consolidated balance sheet. This guarantee has no specified expiration date. Altria Group, Inc. is required to perform under this guarantee in the event that a third party fails to make contractual payments. In the ordinary course of business, certain subsidiaries of Altria Group, Inc. have agreed to indemnify a limited number of third parties in the event of future litigation.

Under the terms of the Distribution Agreement between Altria Group, Inc. and PMI, liabilities concerning tobacco products will be allocated based in substantial part on the manufacturer. PMI will indemnify Altria Group, Inc. and PM USA for liabilities related to tobacco products manufactured by PMI or contract manufactured for PMI by PM USA, and PM USA will indemnify PMI for liabilities related to tobacco products manufactured by PM USA, excluding tobacco products contract manufactured for PMI. Altria Group, Inc. does not have a related liability recorded on its consolidated balance sheet at December 31, 2008 as the fair value of this indemnification is insignificant.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Altria Group, Inc.’s share repurchase activity for each of the three months ended December 31, 2008, was as follows:

Period	Total Number of Shares Repurchased (3)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(2)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1)
October 1, 2008 – October 31, 2008	274	$	20.51	53,450,000	$	2,834,083,553
November 1, 2008 – November 30, 2008	—	$	—	53,450,000	$	2,834,083,553
December 1, 2008 – December 31, 2008	8,189	$	15.44	53,450,000	$	2,834,083,553
For the Quarter Ended December 31, 2008	8,463	$	15.61

(1) On January 29, 2009, Altria Group, Inc. suspended the $4.0 billion (2008 to 2010) share repurchase program that was announced on September 8, 2008 and that modified the share repurchase program announced on January 30, 2008. Altria Group, Inc. intends to evaluate share repurchases in early 2010. As of December 31, 2008, Altria Group, Inc. had repurchased in 2008 53.5 million shares of its common stock at an aggregate cost of approximately $1.2 billion, or an average price of $21.81 per share. Altria Group, Inc.’s share repurchase program is at the discretion of the Board of Directors.

(2) Aggregate number of shares repurchased under the share repurchase program as of the end of the period presented.

(3) Represents shares tendered to Altria Group, Inc. by employees who vested in restricted and deferred stock, or exercised stock options, and used shares to pay all, or a portion of, the related taxes and/or option exercise price.

The principal stock exchange on which Altria Group, Inc.’s common stock (par value $0.33 1/3 per share) is listed is the New York Stock Exchange. At January 30, 2009, there were approximately 97,000 holders of record of Altria Group, Inc.’s common stock.

The other information called for by this Item is hereby incorporated by reference to the paragraph captioned “Quarterly Financial Data (Unaudited)” on pages 74 to 75 of the 2008 Annual Report and made a part hereof.

Item 6. Selected Financial Data.

The information called for by this Item is hereby incorporated by reference to the information with respect to 2004-2008 appearing under the caption “Selected Financial Data—Five Year Review” on page 18 of the 2008 Annual Report and made a part hereof.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information called for by this Item is hereby incorporated by reference to the paragraphs captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 76 to 98 of the 2008 Annual Report and made a part hereof.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The information called for by this Item is hereby incorporated by reference to the paragraphs in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” captioned “Market Risk” and “Value at Risk” on pages 95 to 96 of the 2008 Annual Report and made a part hereof.

Item 8. Financial Statements and Supplementary Data.

The information called for by this Item is hereby incorporated by reference to the 2008 Annual Report as set forth under the caption “Quarterly Financial Data (Unaudited)” on pages 74 to 75 and in the Index to Consolidated Financial Statements and Schedules (see Item 15) and made a part hereof.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Disclosure Controls and Procedures

Altria Group, Inc. carried out an evaluation, with the participation of Altria Group, Inc.’s management, including Altria Group, Inc.’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of Altria Group, Inc.’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, Altria Group, Inc.’s Chief Executive Officer and Chief Financial Officer concluded that Altria Group, Inc.’s disclosure controls and procedures are effective. There have been no changes in Altria Group, Inc.’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, Altria Group, Inc.’s internal control over financial reporting.

See pages 99 to 100 of Exhibit 13 for the Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm incorporated herein by reference.

Item 9B. Other Information.

None.

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PART III

Except for the information relating to the executive officers set forth in Item 10 and the information relating to equity compensation plans set forth in Item 12, the information called for by Items 10-14 is hereby incorporated by reference to Altria Group, Inc.’s definitive proxy statement for use in connection with its annual meeting of stockholders to be held on May 19, 2009 that will be filed with the SEC on or about April 9, 2009 (the “proxy statement”), and, except as indicated therein, made a part hereof.

Item 10. Directors, Executive Officers and Corporate Governance.

Executive Officers as of February 27, 2009:

Name	Office	Age
Martin J. Barrington	Executive Vice President and Chief Compliance and Administrative Officer	55
David R. Beran	Executive Vice President and Chief Financial Officer	54
Daniel W. Butler	President, U.S. Smokeless Tobacco Company	49
William F. Gifford, Jr.	Vice President and Treasurer	38
Craig A. Johnson	Executive Vice President President, Philip Morris USA Inc.	56
Denise F. Keane	Executive Vice President and General Counsel	57
Murray S. Kessler	Vice Chairman President and Chief Executive Officer, UST Inc.	49
Nancy B. Lund	Senior Vice President of Marketing, Altria Client Services Inc.	56
Sean X. McKessy	Senior Assistant General Counsel and Corporate Secretary	41
John R. Nelson	Executive Vice President and Chief Technology Officer	57
Walter V. Smith	Vice President, Corporate Tax	65
Michael E. Szymanczyk	Chairman of the Board and Chief Executive Officer	60
Linda M. Warren	Vice President and Controller	60
Howard A. Willard III	Executive Vice President of Strategy and Business Development	45

All of the above-mentioned officers have been employed by Altria Group, Inc. or it subsidiaries in various capacities during the past five years, except for Messrs. Kessler and Butler, who became executive officers upon the acquisition of UST on January 6, 2009, and Mr. McKessy, who joined Altria Group, Inc. in 2005 as Senior Assistant General Counsel and Assistant Corporate Secretary.

Mr. Butler was employed by UST in various capacities since September of 2004 and served as President of USSTC since November 3, 2005. Previously, he was employed at Kraft from 1987 to 2004 and held several executive positions of increasing responsibility.

Mr. Kessler was employed by UST in various capacities during the past five years and served as President and Chief Executive Officer of UST since January 1, 2007.

Mr. McKessy previously worked as Securities Counsel for Caterpillar Inc. and as Senior Counsel for the U.S. Securities and Exchange Commission Division of Enforcement in Washington, D.C.

Codes of Conduct and Corporate Governance

Altria Group, Inc. has adopted the Altria Code of Conduct for Compliance and Integrity, which complies with requirements set forth in Item 406 of Regulation S-K. This Code of Conduct applies to all of its employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Altria Group, Inc. has also adopted a

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code of business conduct and ethics that applies to the members of its Board of Directors. These documents are available free of charge on Altria Group, Inc.’s website at www.altria.com and will be provided free of charge to any stockholder requesting a copy by writing to: Corporate Secretary, Altria Group, Inc., 6601 West Broad Street, Richmond, VA 23230.

In addition, Altria Group, Inc. has adopted corporate governance guidelines and charters for its Audit, Compensation and Nominating, Corporate Governance and Social Responsibility Committees and the other committees of the Board of Directors. All of these documents are available free of charge on Altria Group, Inc.’s web site at www.altria.com and will be provided free of charge to any stockholder requesting a copy by writing to: Corporate Secretary, Altria Group, Inc., 6601 West Broad Street, Richmond, VA 23230. Any waiver granted by Altria Group, Inc. to its principal executive officer, principal financial officer or controller under the code of ethics, or certain amendments to the code of ethics, will be disclosed on the Altria Group, Inc.’s website at www.altria.com.

On June 23, 2008, Altria Group, Inc. filed its Annual CEO Certification as required by Section 303A.12 of the New York Stock Exchange Listed Company Manual.

The information on the respective websites of Altria Group, Inc. and its subsidiaries is not, and shall not be deemed to be, a part of this Report or incorporated into any other filings Altria Group, Inc. makes with the SEC.

Item 11. Executive Compensation.

Refer to “Compensation Committee Matters” and “Compensation of Directors” sections of the proxy statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The number of shares to be issued upon exercise or vesting and the number of shares remaining available for future issuance under Altria Group, Inc.’s equity compensation plans at December 31, 2008, were as follows:

	Number of Shares to be Issued upon Exercise of Outstanding Options and Vesting of Deferred Stock	Weighted Average Exercise Price of Outstanding Options		Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders	27,039,855	$	10.04	42,522,663

Refer to “Ownership of Equity Securities” section of the proxy statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Refer to “Related Person Transactions and Code of Conduct” and “Independence of Nominees” sections of the proxy statement.

Item 14. Principal Accounting Fees and Services.

Refer to “Audit Committee Matters” section of the proxy statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) Index to Consolidated Financial Statements and Schedules

	Reference
	Form 10-K     Annual     Report Page	2008 Annual Report Page
Data incorporated by reference to Altria Group, Inc.’s 2008 Annual Report:
Consolidated Statements of Earnings for the years ended December 31, 2008, 2007 and 2006	-	19
Consolidated Balance Sheets at December 31, 2008 and 2007	-	20-21
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006	-	22-23
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006	-	24
Notes to Consolidated Financial Statements	-	25-75
Report of Independent Registered Public Accounting Firm	-	99
Report of Management on Internal Control Over Financial Reporting	-	100
Data submitted herein:
Report of Independent Registered Public Accounting Firm on Financial Statement Schedule	S-1
Financial Statement Schedule—Valuation and Qualifying Accounts	S-2

Schedules other than those listed above have been omitted either because such schedules are not required or are not applicable.

(b) The following exhibits are filed as part of this Report:

2.1	Distribution Agreement by and between Altria Group, Inc. and Kraft Foods Inc., dated as of January 31, 2007. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on January 31, 2007 (File No. 1-08940).
2.2	Distribution Agreement by and between Altria Group, Inc. and Philip Morris International Inc., dated as of January 30, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on January 30, 2008 (File No. 1-08940).
2.3	Agreement and Plan of Merger by and among UST Inc., Altria Group, Inc., and Armchair Merger Sub, Inc., dated as of September 7, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on September 8, 2008 (File No. 1-08940).
2.4	Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 7, 2008, by and among UST Inc., Altria Group, Inc., and Armchair Merger Sub, Inc., dated as of October 2, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 3, 2008 (File No. 1-08940).
3.1	Articles of Amendment to the Restated Articles of Incorporation of Altria Group, Inc. and Restated Articles of Incorporation of Altria Group, Inc. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-08940).
3.2	Amended and Restated By-laws of Altria Group, Inc. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 28, 2008 (File No. 1-08940).

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4.1	Form of Indenture between Altria Group, Inc. and The Bank of New York (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee, dated as of August 1, 1990. Incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on August 22, 1990 (No. 33-36450).
4.2	First Supplemental Indenture to Indenture, dated as of August 1, 1990, between Altria Group, Inc. and The Bank of New York (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee, dated as of February 1, 1991. Incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on February 21, 1991 (No. 33-39059).
4.3	Second Supplemental Indenture to Indenture, dated as of August 1, 1990, between Altria Group, Inc. and The Bank of New York (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee, dated as of January 21, 1992. Incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on January 22, 1992 (No. 33-45210).
4.4	Indenture between Altria Group, Inc. and The Bank of New York (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee, dated as of December 2, 1996. Incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3/A filed on January 29, 1998 (No. 333-35143).
4.5	5-Year Revolving Credit Agreement among Altria Group, Inc. and the Initial Lenders named therein and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents, Credit Suisse First Boston, Cayman Islands Branch and Deutsche Bank Securities Inc., as Syndication Agents and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Securities LLC, as Arrangers and Documentation Agents, dated as of April 15, 2005. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on April 20, 2005 (File No. 1-08940).
4.6	First Supplemental Indenture to Indenture, dated as of December 2, 1996, between Altria Group, Inc. and The Bank of New York (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee, dated as of February 13, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on February 15, 2008 (File No. 1-08940).
4.7	Third Supplemental Indenture to Indenture, dated as of August 1, 1990, between Altria Group, Inc. and The Bank of New York, dated as of February 13, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on February 15, 2008 (File No. 1-08940).
4.8	Indenture among Altria Group, Inc., as Issuer, Philip Morris USA Inc., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of November 4, 2008. Incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on November 4, 2008 (No. 333-155009).
4.9	The Registrant agrees to furnish copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon request.
10.1	Comprehensive Settlement Agreement and Release related to settlement of Mississippi health care cost recovery action, dated as of October 17, 1997. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-08940).

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10.2	Settlement Agreement related to settlement of Florida health care cost recovery action, dated August 25, 1997. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on September 3, 1997 (File No. 1-08940).
10.3	Comprehensive Settlement Agreement and Release related to settlement of Texas health care cost recovery action, dated as of January 16, 1998. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on January 28, 1998 (File No. 1-08940).
10.4	Settlement Agreement and Stipulation for Entry of Judgment regarding the claims of the State of Minnesota, dated as of May 8, 1998. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 (File No. 1-08940).
10.5	Settlement Agreement and Release regarding the claims of Blue Cross and Blue Shield of Minnesota, dated as of May 8, 1998. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 1998 (File No. 1-08940).
10.6	Stipulation of Amendment to Settlement Agreement and For Entry of Agreed Order regarding the settlement of the Mississippi health care cost recovery action, dated as of July 2, 1998. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 1998 (File No. 1-08940).
10.7	Stipulation of Amendment to Settlement Agreement and For Entry of Consent Decree regarding the settlement of the Texas health care cost recovery action, dated as of July 24, 1998. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 1998 (File No. 1-08940).
10.8	Stipulation of Amendment to Settlement Agreement and For Entry of Consent Decree regarding the settlement of the Florida health care cost recovery action, dated as of September 11, 1998. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 1998 (File No. 1-08940).
10.9	Master Settlement Agreement relating to state health care cost recovery and other claims, dated as of November 23, 1998. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on November 25, 1998, as amended by Form 8-K/A filed on December 24, 1998 (File No. 1-08940).
10.10	Stipulation and Agreed Order Regarding Stay of Execution Pending Review and Related Matters, dated as of May 7, 2001. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on May 8, 2001 (File No. 1-08940).
10.11	Stock Purchase Agreement by and among Altria Group, Inc., Bradford Holdings, Inc. and John Middleton, Inc., dated as of October 31, 2007. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2007 (File No. 1-08940).
10.12	Employee Matters Agreement by and between Altria Group, Inc. and Kraft Foods Inc., dated as of March 30, 2007. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 30, 2007 (File No. 1-08940).
10.13	Tax Sharing Agreement by and between Altria Group, Inc. and Kraft Foods Inc., dated as of March 30, 2007. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 30, 2007 (File No. 1-08940).
10.14	Transition Services Agreement by and between Altria Corporate Services, Inc. and Kraft Foods Inc., dated as of March 30, 2007. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 30, 2007 (File No. 1-08940).

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10.15	Intellectual Property Agreement by and between Philip Morris International Inc. and Philip Morris USA Inc., dated as of January 1, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 28, 2008 (File No. 1-08940).
10.16	Employee Matters Agreement by and between Altria Group, Inc. and Philip Morris International Inc., dated as of March 28, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 28, 2008 (File No. 1-08940).
10.17	Tax Sharing Agreement by and between Altria Group, Inc. and Philip Morris International Inc., dated as of March 28, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 28, 2008 (File No. 1-08940).
10.18	Transition Services Agreement by and between Altria Corporate Services, Inc. and Philip Morris International Inc., dated as of March 28, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 28, 2008 (File No. 1-08940).
10.19	364-Day Revolving Credit Agreement among Altria Group, Inc. and the Initial Lenders named therein and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as Syndication Agents and ABN AMRO Bank N.V., BNP Paribas, HSBC Bank USA, National Association and UBS Loan Finance LLC, as Arrangers and Documentation Agents, dated as of March 29, 2007. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on April 3, 2007 (File No. 1-08940).
10.20	U.S. $4,000,000,000 364-Day Bridge Loan Agreement among Altria Group, Inc. and the Initial Lenders named therein and Goldman Sachs Credit Partners L.P. and Lehman Commercial Paper Inc. as Administrative Agents, JPMorgan Chase Bank, N.A. and Citibank, N.A., as Syndication Agents and Credit Suisse, Cayman Islands Branch and Deutsche Bank Securities Inc., as Arrangers and Documentation Agents, dated as of January 28, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on February 1, 2008 (File No. 1-08940).
10.21	Guarantee made by Philip Morris USA Inc., in favor of the lenders parties to the 5-Year Revolving Credit Agreement, dated as of April 15, 2005, among Altria Group, Inc., the lenders named therein, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents, dated as of September 8, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on September 8, 2008 (File No. 1-08940).
10.22	Guarantee made by Philip Morris USA Inc., in favor of the lenders parties to the Bridge Loan Agreement, dated as of January 28, 2008, among Altria Group, Inc., the lenders named therein, and Goldman Sachs Credit Partners L.P. and Lehman Commercial Paper Inc., as Administrative Agents, dated as of September 8, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on September 8, 2008 (File No. 1-08940).
10.23	Commitment Letter among Altria Group, Inc., J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Credit Partners L.P. and Goldman Sachs Bank USA, dated as of September 7, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on September 8, 2008 (File No. 1-08940).
10.24	Amended and Restated Commitment Letter among Altria Group, Inc., J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Credit Partners L.P. and Goldman Sachs Bank USA, dated as of October 20, 2008. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2008 (File No. 1-08940).

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10.25	364-Day Bridge Loan Agreement among Altria Group, Inc. and the Initial Lenders named therein and JPMorgan Chase Bank, N.A. and Goldman Sachs Credit Partners L.P., as Administrative Agents, Citicorp North America, Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Syndication Agents, and Citigroup Global Markets Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as Co-arrangers, dated as of December 19, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on December 22, 2008 (File No. 1-08940).
10.26	Financial Counseling Program. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-08940).
10.27	Benefit Equalization Plan, effective as of September 2, 1974, as amended.
10.28	Form of Employee Grantor Trust Enrollment Agreement. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-08940).
10.29	Form of Supplemental Employee Grantor Trust Enrollment Agreement. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-08940).
10.30	Automobile Policy. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-08940).
10.31	Supplemental Management Employees’ Retirement Plan of Altria Group, Inc., effective as of October 1, 1987, as amended.
10.32	Unit Plan for Incumbent Non-Employee Directors, effective January 1, 1996. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-08940).
10.33	Form of Executive Master Trust between Altria Group, Inc., JPMorgan Chase Bank and Handy Associates. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-08940).
10.34	1997 Performance Incentive Plan, effective on May 1, 1997. Incorporated by reference to Altria Group, Inc.’s definitive proxy statement filed on March 10, 1997 (File No. 1-08940).
10.35	Long-Term Disability Benefit Equalization Plan, effective as of January 1, 1989, as amended. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-08940).
10.36	Survivor Income Benefit Equalization Plan, effective as of January 1, 1985, as amended. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 1-08940).
10.37	2000 Performance Incentive Plan, effective on May 1, 2000. Incorporated by reference to Altria Group, Inc.’s definitive proxy statement filed on March 10, 2000 (File No. 1-08940).
10.38	2000 Stock Compensation Plan for Non-Employee Directors, as amended and restated as of March 1, 2003. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-08940).
10.39	2005 Performance Incentive Plan, effective on May 1, 2005. Incorporated by reference to Altria Group, Inc.’s definitive proxy statement filed on March 14, 2005 (File No. 1-08940).
10.40	2005 Deferred Fee Plan for Non-Employee Directors, as amended and restated effective April 24, 2008.
10.41	2005 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective April 24, 2008.

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10.42	Kraft Foods Inc. Supplemental Benefits Plan I (including First Amendment adding Supplement A), effective as of January 1, 1996. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-08940).
10.43	Agreement by and between Mr. Louis C. Camilleri and Altria Group, Inc., dated June 1, 2001. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 1-08940).
10.44	Agreement among Altria Group, Inc., PM USA and Michael E. Szymanczyk, dated as of May 15, 2002. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2002 (File No. 1-08940).
10.45	Form of Indemnity Agreement. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 30, 2006 (File No. 1-08940).
10.46	Description of Participation by Dinyar S. Devitre in the International Management Benefit Program Retirement Plan. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-08940).
10.47	Designation of Participant Under the Supplemental Management Employees’ Retirement Plan (Dinyar S. Devitre), dated May 18, 2004. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-08940).
10.48	Form of Deferred Stock Agreement, dated as of January 25, 2006. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-08940).
10.49	Form of Restricted Stock Agreement, dated as of January 25, 2006. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on January 27, 2006 (File No. 1-08940).
10.50	Form of Deferred Stock Agreement, dated as of January 31, 2007. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on February 2, 2007 (File No. 1-08940).
10.51	Form of Deferred Stock Agreement, dated as of January 30, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on February 5, 2008 (File No. 1-08940).
10.52	Form of Restricted Stock Agreement, dated as of April 23, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on April 29, 2008 (File No. 1-08940).
12	Statements regarding computation of ratios.
13	Pages 17 to 100 of the 2008 Annual Report, but only to the extent set forth in Items 1, 5-8, 9A, and 15 hereof. With the exception of the aforementioned information incorporated by reference in this Annual Report on Form 10-K, the 2008 Annual Report is not to be deemed “filed” as part of this Report.
21	Subsidiaries of Altria Group, Inc.
23	Consent of independent registered public accounting firm.
24	Powers of attorney.
31.1	Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2	Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Registrant’s Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Registrant’s Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Certain Litigation Matters and Recent Developments.
99.2	Trial Schedule.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALTRIA GROUP, INC.
By:	/S/    MICHAEL E. SZYMANCZYK
	(Michael E. Szymanczyk
	Chairman of the Board and
	Chief Executive Officer)

Date: February 27, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

Signature	Title	Date
/S/    MICHAEL E. SZYMANCZYK         (Michael E. Szymanczyk)	Director, Chairman of the Board and Chief Executive Officer	February 27, 2009
/S/    DAVID R. BERAN         (David R. Beran)	Executive Vice President and Chief Financial Officer	February 27, 2009
/S/    LINDA M. WARREN         (Linda M. Warren)	Vice President and Controller	February 27, 2009
*   ELIZABETH E. BAILEY, GERALD L. BALILES, DINYAR S. DEVITRE, THOMAS F. FARRELL II, ROBERT E. R. HUNTLEY, THOMAS W. JONES, GEORGE MUÑOZ, NABIL Y. SAKKAB	Directors

*By: /S/    MICHAEL E. SZYMANCZYK         (MICHAEL E. SZYMANCZYK
ATTORNEY-IN-FACT) February 27, 2009

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Altria Group, Inc.:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated January 28, 2009 appearing in the 2008 Annual Report to Shareholders of Altria Group, Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Richmond, Virginia

January 28, 2009

S-1

ALTRIA GROUP, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 2008, 2007 and 2006

(in millions)

Col. A	Col. B		Col. C				Col. D		Col. E
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions		Balance at End of Period
					(a)		(b)
2008:
CONSUMER PRODUCTS:
Allowance for discounts	$	—	$	492	$	—	$	492	$	—
Allowance for doubtful accounts		3		—		—		—		3
Allowance for returned goods		2		6		—		4		4
	$	5	$	498	$	—	$	496	$	7
FINANCIAL SERVICES:
Allowance for losses	$	204	$	100	$	—	$	—	$	304
2007:
CONSUMER PRODUCTS:
Allowance for discounts	$	—	$	493	$	—	$	493	$	—
Allowance for doubtful accounts		6		—		1		4		3
Allowance for returned goods		1		3		—		2		2
	$	7	$	496	$	1	$	499	$	5
FINANCIAL SERVICES:
Allowance for losses	$	480	$	—	$	—	$	276	$	204
2006:
CONSUMER PRODUCTS:
Allowance for discounts	$	—	$	516	$	—	$	516	$	—
Allowance for doubtful accounts		2		4		—		—		6
Allowance for returned goods		2		1		—		2		1
	$	4	$	521	$	—	$	518	$	7
FINANCIAL SERVICES:
Allowance for losses	$	596	$	103	$	—	$	219	$	480

Notes:

(a) Primarily related to acquisition.

(b) Represents charges for which allowances were created.

S-2

EX-10.27

Exhibit 10.27

BENEFIT EQUALIZATION PLAN

Effective September 2, 1974

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

(Adopted on

December 23, 2008)

TABLE OF CONTENTS

		Page No
ARTICLE I	DEFINITIONS	3
ARTICLE II	BENEFIT EQUALIZATION RETIREMENT ALLOWANCES, BENEFIT EQUALIZATION PROFIT-SHARING ALLOWANCES AND BENEFIT EQUALIZATION COMBINED ALLOWANCES	17
ARTICLE III	FUNDS FROM WHICH ALLOWANCES ARE PAYABLE	30
ARTICLE IV	THE ADMINISTRATOR	31
ARTICLE V	AMENDMENT AND DISCONTINUANCE OF THE PLAN	32
ARTICLE VI	FORMS; COMMUNICATIONS	33
ARTICLE VII	INTERPRETATION OF PROVISIONS	34
ARTICLE VIII	CHANGE IN CONTROL PROVISIONS	35

BENEFIT EQUALIZATION PLAN

The Benefit Equalization Plan governs the rights of an Employee whose benefit under the Retirement Plan or the Profit-Sharing Plan, or both Qualified Plans, is subject to one or more of the Statutory Limitations, or to the nondiscrimination requirements of Section 401(a)(4) of the Code and the coverage requirements of Section 410(b) of the Code.

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 Benefit Equalization Plan, maintained by PMI Global Services Inc.

The Plan as hereinafter set forth shall be effective with respect to Employees who incur a Separation from Service on or after January 1, 2008, except as otherwise provided herein. It is intended that Grandfathered Benefit Equalization Retirement Allowances and Grandfathered Benefit Equalization Profit-Sharing Allowances with respect to Grandfathered Employees and Grandfathered Retired Employees (as well as their spouses and beneficiaries) not be subject to the requirements of Section 409A of the Code and that the Plan be interpreted and administered in accordance with this intention. The provisions of the Plan shall not be construed to change the time and form of payment of those portions of the Benefit Equalization Combined Allowance (such portions individually referred to as a Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance) of a TP Employee, in each case considered deferred before January 1, 2005 (within the meaning of Final Regulation §1.409A-6(a) (2) and other provisions of the Final Regulations).

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 so as to not subject any Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance to Section 409A of the Code.

Effective as of January 1, 2005, the Board of Directors of Altria Group, Inc. determined that certain participants in the Plan and in the Supplemental Management Employees’ Retirement Plan would be eligible to cease active participation in those plans. In lieu of accruing additional deferred compensation under the Plan and in the Supplemental Management Employees’ Retirement Plan these employees (who elected to waive participation in the Plan and in the Supplemental Management Employees’ Retirement Plan), referred to as TP Employees, entered into Supplemental Enrollment Agreements and received annual “target payments” as current compensation for the services that they provided to Altria and its affiliates during the year.

1

The Board of Directors of Altria Group, Inc. retained the right to discontinue making target payments at any time. Under the terms of the Supplemental Enrollment Agreements, an employee would resume active participation in the Plan and in the Supplemental Management Employees’ Retirement Plan pursuant to their terms as of the first day of the year following the year for which a target payment was last made to the employee.

Effective as of January 1, 2008, the Board of Directors of Altria Group, Inc. determined to discontinue making target payments with respect to services performed after December 31, 2007. Under the terms of the Plan, TP Employees generally are not eligible to participate for those years for which they received a target payment after December 31, 2004. It is intended that the benefits provided under the Plan will not duplicate amounts previously paid as current compensation under the terms of the Supplemental Enrollment Agreements.

In addition, effective as of January 1, 2008, the Board of Directors of Altria Group, Inc. amended the Plan (1) to provide for a Company Match Contribution to the Plan equal to the Company Match Contribution that could not be made to the Profit-Sharing Plan as a result of the Statutory Limitations, based on the percentage of Compensation that each affected Employee had elected to make to the Profit-Sharing Plan and (2) to provide that portion of the benefit that was awarded to the Chief Executive Officer of Altria Group, Inc. earned after December 31, 2004 and that was formerly provided under the Supplemental Management Employees’ Retirement Plan.

The Plan is comprised of four separate plans, programs or arrangements. Each plan shall be treated as a separate plan, program or arrangement from the other plans. One of the plans provides benefits to a Retired Employee (or his Spouse or other Beneficiary) solely in excess of the Section 415 Limitations; the second plan provides benefits to a Retired Employee (or his Spouse or other Beneficiary) attributable solely to the Compensation Limitation; the third plan provides benefits to a Retired Employee (or his Spouse or other Beneficiary) because payment of the benefit from one or both of the Qualified Plans could result in a failure to meet the nondiscrimination requirements of Section 401(a)(4) of the Code or the coverage requirements of Section 410(b) of the Code; and the fourth plan provides benefits to a TP Employee who is resuming active participation in the Plan, effective January 1, 2008.

Notwithstanding anything to the contrary in the provisions of this Plan, (1) no amounts shall be deemed credited or accrued under the Plan after December 31, 2004 to the extent the Administrator determines that the accrual, crediting or payment of such amounts under the terms of the Plan or related arrangements would risk subjecting Plan participants to taxation or penalties under Section 409A of the Code, and (2) the Plan terms applicable to any amounts determined by the Administrator to be deferred compensation subject to the requirements of such Section 409A may be modified by the Administrator to the extent it deems necessary or appropriate to ensure compliance with such requirements. The Administrator may take any such action with respect to some participants but not others as it in its sole discretion deems appropriate under the circumstances.

2

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 Retirement Plan or the Profit-Sharing Plan, as the context may require.

(a) “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 Retirement Plan.

(b) “After-Tax BEP Combined Allowance” shall mean the amount by which (i) the TP Employee’s Gross After-Tax BEP Combined Allowance exceeds (ii) his Trust Account TP Value.

(c) “Allowance” or “Allowances” shall mean a Benefit Equalization Retirement Allowance, determined under ARTICLE IIA(1) of the Plan, a Benefit Equalization Profit-Sharing Allowance, determined under ARTICLE IIB of the Plan and a Benefit Equalization Combined Allowance determined under ARTICLE IIC of the Plan.

(d) “Assumed Trust Account TP” shall mean the assumed trust account established pursuant to a TP Employee’s Supplemental Enrollment Agreement.

(e) “Beneficiary” shall mean:

(i) In the case of a Retired Employee who is to receive all or a portion of his Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance after his Separation from Service in a Single Sum Payment pursuant to ARTICLE IID(1)(a), IID(1)(b) or IID(1)(c)(ii) of the Plan, but who dies after his Separation from Service and before such Single Sum Payment is made:

(1) if the Retired Employee 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

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

An Employee or Retired Employee may designate any other person or persons as the Beneficiary who is to receive a Single Sum Payment of his Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance in the event that he dies after his Separation from Service and before such Single Sum Payment is paid to him by timely filing a beneficiary designation form with the Administrator (or his delegate), provided, however, that if the Employee or Retired Employee is married on the date of the filing of such beneficiary designation form, his Spouse must consent, in writing before a notary public or a duly authorized representative of his Participating Company, to such designation.

3

(ii) In the case of a Grandfathered Employee who is a Secular Trust Participant who has elected pursuant to ARTICLE IID(3) of the Plan to receive after his Separation from Service that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance equal to the Grandfathered Benefit Equalization Retirement Allowance in the form of an Optional Payment described in ARTICLE I(aa)(i)(1) or (2) of the Plan, the person or persons designated by the Grandfathered Employee 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 Employee.

(iii) In the case of an Employee or Retired Employee who has been credited with a Benefit Equalization Profit-Sharing Allowance and who dies prior to the payment of such Benefit Equalization Profit-Sharing Allowance (or prior to the payment of the then remaining balance of such Benefit Equalization Profit-Sharing Allowance in the case of a Grandfathered Employee who has elected pursuant to ARTICLE IIE(3) of the Plan to receive that portion of his Benefit Equalization Profit-Sharing Allowance equal to the Grandfathered Benefit Equalization Profit-Sharing Allowance in the form of an Optional Payment described in ARTICLE I(aa)(ii) of the Plan):

(1) if the Employee or Retired Employee is married on the date of his death, the Beneficiary of such Benefit Equalization Profit-Sharing Allowance shall be the Spouse to whom he was married on the date of death; and

(2) if the Employee or Retired Employee is not married on the date of his death, the Beneficiary of such Benefit Equalization Profit-Sharing Allowance shall be the Employee’s or Retired Employee’s estate.

An Employee or Retired Employee may designate any other person or persons (including a trust created by the Employee or Retired Employee during his lifetime or by will) as Beneficiary of his Benefit Equalization Profit-Sharing Allowance in the event of his death by timely filing a beneficiary designation form with the Administrator (or his delegate), provided, however, that if the Employee or Retired Employee is married on the date of the filing of such beneficiary designation form, his Spouse must consent, in writing before a notary public or a duly authorized representative of his Participating Company, to such designation.

(f) “Benefit Equalization Combined Allowance” shall mean the benefit determined under ARTICLE IIC of the Plan and payable at the times and in the form set forth in ARTICLE IID of the Plan.

(g) “Benefit Equalization Joint and Survivor Allowance” shall mean the total amount that would be payable during a twelve (12) month period as a reduced Benefit Equalization Retirement Allowance to a Retired Employee for life and after his death the amount payable to his Spouse for life equal to one-half of the reduced Benefit Equalization Retirement Allowance payable to the Retired Employee (regardless of whether such form of benefit was

4

available to such Retired Employee and his Spouse), or in such other amount as described in ARTICLE IIC(2) of the Plan, which together shall be the Actuarial Equivalent of the Benefit Equalization Retirement Allowance of the Retired Employee.

(h) “Benefit Equalization Profit-Sharing Allowance” or “Profit-Sharing Allowance” shall mean:

(i) with respect to Allowances other than a Benefit Equalization Combined Allowance, the benefit determined under ARTICLE IIB of the Plan and payable at the times and in the forms set forth in ARTICLE IIE of the Plan; and

(ii) with respect a Profit-Sharing Allowance that is a portion of the Benefit Equalization Combined Allowance, the benefit determined under ARTICLE IIC of the Plan and payable at the times and in the forms set forth in ARTICLE IIE of the Plan.

The Benefit Equalization Profit-Sharing Allowance shall be comprised of the Grandfathered Benefit Equalization Profit-Sharing Allowance, if any, and the remaining portion of such Allowance.

(i) “Benefit Equalization Retirement Allowance” shall mean the benefit determined under ARTICLE IIA of the Plan and payable at the times and in the forms set forth in ARTICLE IID of the Plan. The Benefit Equalization Retirement Allowance shall be comprised of the Grandfathered Benefit Equalization Retirement Allowance, if any, and the remaining portion of such Allowance.

(j) “Benefit Equalization Survivor Allowance” shall mean the benefit payable to:

(i) the Spouse of a Deceased Employee; and

(ii) the Spouse of a deceased Retired Employee;

in an amount equal one-half of the reduced Benefit Equalization Retirement Allowance which would have been payable in the form of a Benefit Equalization Joint and Survivor Allowance to the Deceased Employee or deceased Retired Employee (regardless of whether such form of benefit was available to such Deceased Employee or deceased Retired Employee), or in such other amount as described in ARTICLE IIC(2) of the Plan.

(k) “BEP Benefit Commencement Date” shall mean the date on which the benefit to which the recipient is entitled to is paid or commences to be paid pursuant to the application filed in accordance with ARTICLE IIF of the Plan, or if no such application is filed, in accordance with the terms of the Plan as determined in the sole discretion of 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 BEP Benefit Commencement Date.

(1) (i) Except as provided in clauses (ii), (iii), (iv) and (v) of this ARTICLE I(k)(1) of the Plan, the BEP Benefit Commencement Date of the Benefit Equalization

5

Retirement Allowance and Benefit Equalization Combined Allowance shall be the Payment Date, but not later than the Latest Payment Date.

(ii) (A) Except as provided in clauses (B) and (C) of this ARTICLE I(k)(1)(ii) of the Plan, the BEP Benefit Commencement Date of that portion of a Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable in the form of an Optional Payment pursuant to an election under ARTICLE IID(3) of the Plan to a Grandfathered Retired Employee who is a Secular Trust Participant shall be the Benefit Commencement Date of the Grandfathered Retired Employee’s Full, Deferred or Early Retirement Allowance under the Retirement Plan.

       (B) The BEP Benefit Commencement Date of that portion of a Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable in the form of an Optional Payment with respect to a Grandfathered Retired Employee who voluntarily retires within the one (1) year period following the date of the filing of his application for an Optional Payment with the Administrator pursuant to ARTICLE IID(3) of the Plan, or whose employment is terminated for misconduct (as determined by the Management Committee) 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.

       (C) The BEP Benefit Commencement Date of the benefit payable pursuant to ARTICLE IID(3)(f) of the Plan to the Beneficiary of a Grandfathered Retired Employee who died after his Date of Retirement and prior to his BEP Benefit Commencement Date shall be the first day of the month following the death of the deceased Grandfathered Retired Employee.

(iii) The BEP Benefit Commencement Date of (A) that portion of a Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable to a Retired TP Employee and (B) that portion of a Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable to a Grandfathered Retired Employee, who in each case is only eligible for a Vested Retirement Allowance at his Separation from Service, shall be the Benefit Commencement Date of the Retired Employee’s Vested Retirement Allowance under the Retirement Plan.

(iv) The BEP Benefit Commencement Date of any Benefit Equalization Retirement Allowance described in ARTICLE IIA(1)(e) of the Plan and of any Benefit Equalization Combined Allowance described in ARTICLE IIC(1)(e) of the Plan shall be the benefit commencement date of such Allowance as set forth in the General Release Agreement; provided, however, that if no time of payment is specified, the BEP Benefit Commencement Date shall be the Payment Date, but no later than the 15th day of the third month following the end of the Employee’s Participating Company first taxable year in which the right is no longer subject to a substantial risk of forfeiture; provided, however, that no such Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance shall change either the time or form of payment of the Allowance

6

(including a Grandfathered Benefit Equalization Retirement Allowance) otherwise payable pursuant to the terms of the Plan.

(v) The BEP Benefit Commencement Date of that portion of a Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance that is payable in the form of an Optional Payment pursuant to an election under ARTICLE IIE(3) of the Plan to a TP Employee shall be the date specified in the application.

(2) (i) (A) Except as provided in clause (B) of this ARTICLE I(k)(2)(i) of the Plan, the BEP Benefit Commencement Date of the Benefit Equalization Profit-Sharing Allowance (other than the Benefit Equalization Profit-Sharing Allowance of a TP Employee which shall be paid as part of the Benefit Equalization Combined Allowance pursuant to Article I(k)(1) of the Plan) shall be the Payment Date, but not later than the Latest Payment Date.

   (B) The BEP Benefit Commencement Date of that portion of a Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance that is payable in the form of an Optional Payment pursuant to an election under ARTICLE IIE(3) of the Plan to a Grandfathered Retired Employee who is a Secular Trust Participant shall be the date specified in the application.

(3) (i) (A) Except as provided in clause (B) of this ARTICLE I(k)(3)(i), the BEP Benefit Commencement Date of the Benefit Equalization Survivor Allowance payable to the Spouse of a Deceased Employee or deceased Retired Employee shall be the Survivor Allowance Payment Date, but not later than the Survivor Allowance Latest Payment Date.

   (B) The BEP Benefit Commencement Date of that portion of the Benefit Equalization Survivor Allowance that is derived from (i) the Grandfathered Benefit Equalization Retirement Allowance portion of the Benefit Equalization Combined Allowance or (ii) the Grandfathered Benefit Equalization Retirement Allowance that is payable to:

(1) the Spouse of a Grandfathered Deceased Employee; or

(2) the Spouse of a deceased Grandfathered Retired Employee,

shall, in each case, be the Benefit Commencement Date of the Survivor Allowance payable to such Spouse under the Retirement Plan, provided that the Spouse may elect in accordance with the provisions of ARTICLE IIA(5)(c) or (f) of the Retirement Plan, as applicable to the Spouse, that the BEP Benefit Commencement 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 Employee or deceased Grandfathered Retired Employee 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 Employee or deceased Grandfathered Retired

7

Employee died), or (ii) the date that would have been the Grandfathered Deceased Employee’s or deceased Grandfathered Retired Employee’s Unreduced Early Retirement Benefit Commencement Date.

(l) “Change in Circumstance” shall mean, with respect to a Grandfathered Employee or Grandfathered Retired Employee who is a Secular Trust Participant:

(i) the marriage of the Grandfathered Employee or Grandfathered Retired Employee;

(ii) the divorce of the Grandfathered Employee or Grandfathered Retired Employee from his spouse (determined in accordance with applicable state law), provided:

(1) such spouse was the Beneficiary who is to receive an Optional Payment, or

(2) the Grandfathered Employee or Grandfathered Retired Employee elected pursuant to ARTICLE IID(3) of the Plan to receive an Optional Payment pursuant to ARTICLE I(aa)(1) of the Plan;

(iii) the death of the Beneficiary designated by the Grandfathered Employee or Grandfathered Retired Employee to receive an Optional Payment after the death of the Grandfathered Retired Employee; or

(iv) a medical condition of the Beneficiary, based on medical evidence satisfactory to the Administrator, which is expected to result in the death of the Beneficiary within five (5) years of the filing of an application for change in Optional Payment method pursuant to ARTICLE IID(3) or ARTICLE IIE(3) hereof.

(m) “Company” shall mean Altria Corporate Services, Inc. (now known as Altria Client Services Inc.). Altria Client Services Inc. is the sponsor of the Plan.

(n) “Compensation” shall have the same meaning as in the Retirement Plan, except that in computing the Retirement Allowance and Benefit Equalization Retirement Allowance of an Employee in salary bands A and B who was not age fifty-five (55) or older at December 31, 2006, Compensation for Plan years on and after January 1, 2007 shall mean the lesser of his (i) base salary, plus annual incentive award, and (ii) base salary, plus annual incentive award at a business rating of 100 and individual performance rating of “Exceeds”.

(o) “Compensation Limitation” shall mean the limitation of Section 401(a)(17) of the Code on the annual compensation of an Employee which may be taken into account under the Qualified Plans.

(p) “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

8

forfeiture (as defined in Treasury Regulation §1.83-3(c)) or a requirement to perform future services.

(q) “Employee” shall mean any person employed by a Participating Company who has accrued a benefit under the Retirement Plan or the Profit-Sharing Plan, but whose entire accrued benefit, if computed without regard to the Statutory Limitations, cannot be paid under the Retirement Plan or Profit-Sharing Plan, or both Qualified Plans, as a result of the Statutory Limitations, provided that an Employee shall not include:

(i) A John Middleton Employee; and

(ii) A TP Employee, but only with respect to those calendar years (2005, 2006 and 2007) in which he was a participant in such arrangement.

(r) “Grandfathered Benefit Equalization Joint and Survivor Allowance” shall mean the total amount that would be payable during a twelve (12) month period as a reduced Grandfathered Benefit Equalization Retirement Allowance to a Grandfathered Retired Employee for life and after his death the amount payable to his Spouse for life equal to one-half of the reduced Grandfathered Benefit Equalization Retirement Allowance payable to the Grandfathered Retired Employee, which together shall be the Actuarial Equivalent of (i) that portion of the Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance, or (ii) that portion of the Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance of the Retired Grandfathered Employee.

(s) “Grandfathered Benefit Equalization Optional Payment Allowance” shall mean, with respect a Grandfathered Retired Employee who is a Secular Trust Participant, (i) with respect to that portion of his Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance, or (ii) with respect to that portion of his Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance, the total amount payable during a twelve (12) month period in accordance with one of the payment methods described in ARTICLE IIA4(d) of the Retirement Plan and designated by the Grandfathered Retired Employee in his application for an Optional Payment under ARTICLE IID(3) of the Plan, pursuant to which the Grandfathered Retired Employee receives for life after his Date of Retirement a reduced Grandfathered Benefit Equalization Retirement Allowance in equal monthly payments for life 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 Retired Employee, which together shall be the Actuarial Equivalent of the Grandfathered Benefit Equalization Retirement Allowance payable in equal monthly payments for the life of the Grandfathered Retired Employee after his Date of Retirement.

(t) “Grandfathered Benefit Equalization Profit-Sharing Allowance” shall mean (i) that portion of a Grandfathered Retired Employee’s Benefit Equalization Combined Allowance that is the Benefit Equalization Profit-Sharing Allowance, or (ii) that portion of a Grandfathered Retired Employee’s Benefit Equalization Profit-Sharing Allowance that is the Benefit Equalization Profit-Sharing Allowance, in each case as of December 31, 2004, the right to which is Earned and Vested as of December 31, 2004, plus any future contributions to the

9

account, the right to which was Earned and Vested as of December 31, 2004, but only to the extent such contributions are actually made, plus earnings (whether actual or notional) attributable to such Grandfathered Benefit Equalization Profit-Sharing Allowance as of December 31, 2004, or to such income.

(u) “Grandfathered Benefit Equalization Retirement Allowance” shall mean the present value of (i) that portion of the Benefit Equalization Combined Allowance that is the Benefit Equalization Retirement Allowance, or (ii) that portion of the Benefit Equalization Retirement Allowance, in each case earned to December 31, 2004 to which the Grandfathered Employee or Retired Grandfathered Employee would have been entitled under the Plan if he had voluntarily terminated services without cause on or before December 31, 2004 and received payment of such benefit on the earliest permissible date following termination of employment in the form with the greatest value, expressed for purposes of this calculation as a single life annuity commencing at age 65; provided, however, that for any subsequent year such Grandfathered Benefit Equalization Retirement Allowance may increase to equal the present value of such portion of his benefit the Grandfathered Employee or Grandfathered Retired Employee 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 Employee or Grandfathered Retired Employee 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 Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance of a Grandfathered Employee 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 Retirement Plan as of the Grandfathered Employee’s Separation from Service, or, in the discretion of the Administrator, the end of the Grandfathered Employee’s policy severance, such Grandfathered Benefit Equalization Retirement Allowance shall be the Actuarial Equivalent of that portion of the Grandfathered Employee’s Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance, computed as though such benefit were payable under the terms of the Retirement Plan in the form of a Retirement Allowance commencing on the first day of the month coincident with or next following the Grandfathered Employee’s Separation from Service or, in the discretion of the Administrator, the end of the Grandfathered Employee’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 Employee shall be treated as being entitled to an unreduced benefit under the Retirement Plan for purposes of Exhibit 1 to the Retirement Plan shall be the earliest date on which the Grandfathered Employee would have been entitled to an unreduced benefit if the Grandfathered Employee had voluntarily terminated employment on December 31, 2004.

(v) “Grandfathered Deceased Employee” shall mean a Grandfathered Employee who died while he was an Employee at a time when he had a nonforfeitable right to any portion of his Benefit Equalization Retirement Allowance.

(w) “Grandfathered Employee” shall mean:

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(i) an Employee who is entitled to that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance that was Earned and Vested; or

(ii) an Employee who is entitled to that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance,

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

(x) “Grandfathered Retired Employee” shall mean:

(i) a Grandfathered Employee who has retired and is eligible for that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance that was Earned and Vested; and

(ii) a Grandfathered Employee who has retired and is eligible for that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance.

(y) “Gross After-Tax BEP Combined Allowance” shall be equal to the amount that would remain if income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the TP Employee’s share of employment taxes, were withheld on the sum of (i) that portion of the TP Employee’s Benefit Equalization Combined Allowance that is the Benefit Equalization Retirement Allowance and that is not the Grandfathered Benefit Equalization Retirement Allowance and (ii) that portion of the TP Employee’s Benefit Equalization Combined Allowance that is the Benefit Equalization Profit-Sharing Allowance and that is not the Grandfathered Benefit Equalization Profit-Sharing Allowance.

(z) “Latest Payment Date” shall mean the later of:

(i) December 31^st of the year in which the Payment Date occurs, and

(ii) the fifteenth day of the third month following the Payment Date.

(aa) “Optional Payment” shall mean:

(i) the following optional forms in which that portion of a Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance of a Grandfathered Retired Employee who is a Secular Trust Participant may be paid:

(1) in equal monthly payments for the life of the Grandfathered Retired Employee,

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(2) a Grandfathered Benefit Equalization Joint and Survivor Allowance, or

(3) a Grandfathered Benefit Equalization Optional Payment Allowance, and

(ii) in the case of that portion of a Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance of a Grandfathered Employee or Grandfathered Retired Employee, any of the methods of distribution permitted under ARTICLE VII of the Profit-Sharing Plan (other than a Single Sum Payment payable at the BEP Benefit Commencement Date described in ARTICLE I(k)(2)(i)(A) of the Plan) and in the event the Grandfathered Employee or Grandfathered Retired Employee dies before distribution of that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance is made, commences to be made or is fully distributed, to his Beneficiary in accordance with the method of distribution designated by such Grandfathered Employee or Grandfathered Retired Employee; provided however, that payment to a Beneficiary who is not the Spouse of the Grandfathered Employee or Grandfathered Retired Employee shall be made no later than one (1) year following the death of the Grandfathered Employee or Grandfathered Retired Employee.

Any election to receive an Optional Payment with respect to any Allowance or Allowances under the Plan shall be independent of any election with respect to benefits payable under the Retirement Plan, the Profit-Sharing Plan, or any other plan of a member of the Controlled Group.

(bb) “Payment Date” shall mean the first day of the third calendar month following the month in which the Employee 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.

(cc) “Plan” shall mean the Benefit Equalization Plan described herein and in any amendments hereto.

(dd) “Profit-Sharing Plan” shall mean the Deferred Profit-Sharing Plan for Salaried Employees, effective January 1, 1956 and as amended from time to time.

(ee) “Qualified Plans” shall mean the Retirement Plan and the Profit-Sharing Plan.

(ff) “Retired Employee” shall mean a former Employee who is eligible for or in receipt of, an Allowance. A Retired Employee shall cease to be such when he has received all of the Allowances payable to him under the Plan.

(gg) “Retired TP Employee” shall mean a former TP Employee who is eligible for or in receipt of, an Allowance pursuant to ARTICLE IIC of the Plan. A Retired TP Employee shall cease to be such when he has received all of the Allowances payable to him under the Plan.

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(hh) “Retirement Plan” shall mean the Retirement Plan for Salaried Employees, effective as of September 1, 1978, and as amended from time to time.

(ii) “Section 415 Limitations” shall mean:

(i) in the case of the Retirement Plan, the limitations on benefits applicable to defined benefit plans set forth in Section 415 of the Code and the Treasury Regulations promulgated thereunder, and

(ii) in the case of the Profit-Sharing Plan, the limitations on contributions applicable to defined contribution plans set forth in Section 415 of the Code and the Treasury Regulations promulgated thereunder.

(jj) “Secular Trust Participant” shall mean a Grandfathered Employee who is identified as a Secular Trust Participant in Appendix 1.

(kk) “Separation from Service”, “Separates from Service” or “Separated from Service” shall each have the same meaning as the term “separation from service” in Treasury Regulation §1.409A-1(h)(1); provided, however, that with respect to the payment of any Grandfathered Allowance that is not subject to Section 409A of the Code, such terms shall mean the date that the Employee terminated his services as an Employee with his Participating Company and each other member of the Controlled Group.

(ll) “Single Sum Payment” shall mean payment of a benefit or portion of a benefit in a single payment to a Retired Employee, or to the Spouse or other Beneficiary of an Employee, Deceased Employee or deceased Retired Employee. A Single Sum Payment shall be (i) the Actuarial Equivalent of all or that portion of the Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance payable in equal monthly payments during a twelve (12) month period for the life of the Retired Employee, and (ii) the Actuarial Equivalent of the (or portion of the) Benefit Equalization Survivor Allowance payable in equal monthly payments during a twelve (12) month period for the life of the Spouse of the Deceased Employee or deceased Retired Employee, in each case using the actuarial principles and assumptions set forth in EXHIBIT A to the Plan; provided, however, that a Single Sum Payment with respect to a Grandfathered Employee who is a Secular Trust Participant shall equal the greater of (i) the amount determined pursuant to the foregoing provisions of this Article I(ll) and (ii) the amount required to purchase a single life annuity (or, for purposes of Appendix 3, a Benefit Equalization 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 Benefit Equalization Retirement Allowance, except with respect to

(1) that portion of the Benefit Equalization Retirement Allowance derived solely from the Grandfathered Benefit Equalization Retirement Allowance and that is payable to a Grandfathered Retired Employee who is only eligible for a Vested Retirement Allowance at his Separation from Service; and

13

(2) that portion of the Benefit Equalization Retirement Allowance derived solely from the Grandfathered Benefit Equalization Retirement Allowance and that is payable to a Grandfathered Retired Employee who is a Secular Trust Participant who has timely elected to receive after his Date of Retirement that portion of his Benefit Equalization Retirement Allowance equal to the Grandfathered Benefit Equalization Retirement Allowance in the form of an Optional Payment pursuant to ARTICLE IID(3) of the Plan and which election does not cease to be of any force and effect pursuant to ARTICLE IID(3) of the Plan.

(ii) A Single Sum Payment shall be the exclusive form of distribution of the Benefit Equalization Combined Allowance, except with respect to:

(1) that portion of the Benefit Equalization Combined Allowance derived solely from the Grandfathered Benefit Equalization Retirement Allowance and that is payable to a Grandfathered Retired Employee who is only eligible for a Vested Retirement Allowance at his Separation from Service; and

(2) that portion of the Benefit Equalization Combined Allowance derived solely from the Grandfathered Benefit Equalization Retirement Allowance and that is payable to a Grandfathered Retired Employee who has timely elected to receive after his Date of Retirement that portion of his Benefit Equalization Combined Allowance equal to the Grandfathered Benefit Equalization Retirement Allowance in the form of an Optional Payment pursuant to ARTICLE IID(3) of the Plan and which election does not cease to be of any force and effect pursuant to ARTICLE IID(3) of the Plan.

(iii) A Single Sum Payment shall be the exclusive form of distribution of the Benefit Equalization Survivor Allowance, except with respect to that portion of the Benefit Equalization Survivor Allowance derived solely from that portion of the Benefit Equalization Combined Allowance or Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Retirement Allowance payable to the Spouse of a Grandfathered Deceased Employee or the Spouse of a deceased Grandfathered Retired Employee.

(iv) A Single Sum Payment shall be the exclusive form of distribution of the Benefit Equalization Profit-Sharing Allowance, except with respect to that portion of the Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance payable to a Grandfathered Retired Employee who is a Secular Trust Participant who has timely elected to receive after his Date of Retirement that portion of his Benefit Equalization Profit-Sharing Allowance equal to the Grandfathered Benefit Equalization Profit-Sharing Allowance in the form of an Optional Payment pursuant to ARTICLE IIE(3) of the Plan.

(mm) “Specified Employee” shall have the meaning given in Treasury Regulation §1.409A-1(i).

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(nn) “Statutory Limitations” shall mean:

(i) the Section 415 Limitations, and

(ii) the Compensation Limitation.

(oo) “Supplemental Enrollment Agreement” shall mean the most recent of any Supplemental Employee Grantor Trust Enrollment Agreements and Supplemental Cash Enrollment Agreements between a TP Employee and a Participating Company or their affiliates or predecessors.

(pp) “Survivor Allowance Latest Payment Date” shall mean the later of:

(i) December 31^st of the year in which the Survivor Allowance Payment Date occurs, or

(ii) the fifteenth day of the third month following the Survivor Allowance Payment Date.

(qq) “Survivor Allowance Payment Date” shall mean the first day of the third calendar month following the month in which the Deceased Employee or deceased Retired Employee died.

(rr) “TP Employee” shall mean an Employee identified in Appendix I.

(ss) “Trust Account TP” shall mean the trust subaccount established pursuant to a Employee’s Supplemental Enrollment Agreement and to which target payments have been credited.

(tt) “Trust Account TP Value” shall mean,

(i) with respect to a TP Employee for whom a Trust Account TP has been established, the sum of the amounts credited to the TP Employee’s Assumed Trust Account TP and Trust Account TP as of the earlier of the date:

(1) on which the TP Employee’s Trust Account TP is terminated and distributed in accordance with the procedures established by the Administrator,

(2) that is 60 days after the TP Employee’s Separation from Service, or

(3) on which a Change in Control occurs, and

(ii) with respect to a TP Employee for whom a Trust Account TP has not been established, the amounts credited to the TP Employee’s Assumed Trust Account TP as of the earlier of the date:

(1) of the TP Employee’s Separation from Service, or

15

(2) on which a Change in Control occurs,

in each case, reduced by the estimated amount of any taxes that would be attributable to income or assumed income from these accounts assuming liquidation of the accounts as of the applicable determination date set out above, but which have not been paid or deducted from these accounts, calculated using the income tax rate assumptions set forth in Appendix 3 and disregarding any withholding for the TP Employee’s share of employment taxes.

The masculine pronoun shall include the feminine pronoun unless the context clearly requires otherwise.

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ARTICLE II

BENEFIT EQUALIZATION RETIREMENT ALLOWANCES, BENEFIT

EQUALIZATION PROFIT-SHARING ALLOWANCES AND BENEFIT

EQUALIZATION COMBINED ALLOWANCES

A. Benefit Equalization Retirement Allowances and other benefits payable under this Plan shall be as follows:

(1) (a) Subject to the provisions of subparagraphs (b), (c), and (d) of this ARTICLE IIA(1), the Benefit Equalization Retirement Allowance with respect to a Retired Employee who was not a TP Employee shall equal the sum of (i) and (ii) below:

(i) the amount by which the Retirement Allowance under the Retirement Plan accrued to the Date of Retirement, if computed without regard to the Statutory Limitations, exceeds the amount of the Retirement Allowance actually payable under the Retirement Plan, plus

(ii) in the case of a Retired Employee who is eligible to receive an enhanced benefit under the Qualified Plan (such as a benefit payable pursuant to a voluntary early retirement program or a shutdown benefit), but whose additional accrued benefit resulting solely from participation in such program or benefit may not be paid from the Qualified Plan because of the nondiscrimination requirements of Section 401(a)(4) of the Code, or the coverage requirements of Section 410(b) of the Code, the amount of such additional accrued benefit payable to such Retired Employee solely as a result of his participation in such program or benefit.

(b) In no event shall any increase in a Grandfathered Employee’s Benefit Equalization Retirement Allowance resulting from an amendment to the Retirement Plan to add or remove a subsidized benefit, change the time and form of payment of the Benefit Equalization Retirement Allowance earned prior to the date of such amendment.

(c) In the event that all or any portion of the Benefit Equalization Retirement Allowance with respect to the Retired Employee described in ARTICLE IIA(1)(a) of the Plan is paid in a Single Sum Payment in accordance with the provisions of ARTICLE IID prior to the Retired Employee’s Benefit Commencement Date under the Retirement Plan, the amount of such Benefit Equalization Retirement Allowance shall equal the amount by which the Retirement Allowance under the Retirement Plan accrued to the Date of Retirement, if computed without regard to the Statutory Limitations, is reasonably estimated by the Administrator to exceed the amount of the Retirement Allowance which is projected by the Administrator to be actually payable under the Retirement Plan.

(d) In the event that all or any portion of the Benefit Equalization Retirement Allowance with respect to a Retired Employee described in ARTICLE IIA(1)(a) of the Plan is paid in a Single Sum Payment in accordance with the provisions of ARTICLE IID prior to the date the Retired Employee shall have specified on his application for

17

retirement as the Benefit Commencement Date of his Retirement Allowance under the 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 or Unreduced Vested Retirement Benefit Commencement Date, as applicable to the Retired Employee.

(e) If, as a result of the execution of a General Release Agreement (and not revoking it), (A) an Employee first obtains a legally binding right to payment of an increase in his Benefit Equalization Retirement Allowance, (B) as of the first date the Employee obtains a legally binding right to such increase it is subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation §1.409A-1(d)), then the amount of such increase in the Benefit Equalization Retirement Allowance with respect to such Employee shall be the amount as set forth in the General Release Agreement and shall be payable at the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(iv) of the Plan provided, however that no such increase in an Employee’s Benefit Equalization Allowance shall change either the time or form of payment of the Grandfathered Benefit Equalization Retirement Allowance of a Grandfathered Employee otherwise payable pursuant to the terms of the Plan. The provisions of this paragraph are in lieu of, and not in addition to, the benefits provided pursuant to the provisions of ARTICLE IIA(1)(a)(ii) of the Plan.

(2) (a) The Spouse of

(i) a Deceased Employee (other than a TP Employee), or

(ii) a deceased Retired Employee (other than a deceased Retired TP Employee and a Grandfathered Retired Employee who is a Secular Trust Participant who made an election for a Grandfathered Benefit Equalization Optional Payment Allowance and designated a Beneficiary other than his Spouse) who has died after his Date of Retirement and before his BEP Benefit Commencement Date, or

(iii) a Grandfathered Retired Employee who is a Secular Trust Participant whose request for an Optional Payment pursuant to ARTICLE I(x)(i)(1) or (2) of the Plan with respect to that portion of his Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Allowance has been granted by the Administrator, but who has died after his Date of Retirement and before his BEP Benefit Commencement Date,

shall, in each case, be eligible to receive a Benefit Equalization Survivor Allowance.

B. Benefit Equalization Profit-Sharing Allowances payable under this Plan shall be as follows:

(1) The Benefit Equalization Profit-Sharing Allowance with respect to an Employee who is not a TP Employee or a Match-Eligible Employee shall equal the amounts which

18

would have been credited, but were not credited to his Company Account as a result of the Statutory Limitations.

(2) The Benefit Equalization Profit-Sharing Allowance with respect to an Employee who is a Match-Eligible Employee, but who is not a TP Employee shall equal the sum of (a) and (b) below:

(a) the amounts which would have been credited, but were not credited to his Company Account as a result of the Statutory Limitations, plus

(b) the amount of Company Match Contributions that could not be made to the Profit-Sharing Plan for a calendar year as a result of the Statutory Limitations, based on the percentage of Compensation that each Match-Eligible Employee had elected to make to the Profit-Sharing Plan for such calendar year.

(3) The amounts credited pursuant to Article IIB(2)(a) shall be deemed credited on the same date as the Company Contribution is made to the Profit-Sharing Plan. The amounts credited pursuant to Article IIB(2)(b) shall be deemed credited on January 1 immediately succeeding the calendar year for which such Company Match Contributions could not be made to the Profit-Sharing Plan. All such amounts shall be deemed to have been invested in Part C of the Fund (as defined in the Profit-Sharing Plan) and valued in accordance with the provisions of the Profit-Sharing Plan.

C. Benefit Equalization Combined Allowances payable under this Plan shall be as follows:

(1) (a) Subject to the provisions of subparagraphs (b), (c), and (d) of this ARTICLE IIC of the Plan, the Benefit Equalization Combined Allowance of a TP Employee shall be equal to the sum of clauses (i) and (ii) and subject to the proviso in clause (iii):

(i) the amount by which the Full, Deferred, Early or Vested Retirement Allowance under the Retirement Plan accrued to the Date of Retirement, expressed in the form of a Retirement Allowance, if computed without regard to the Statutory Limitations, exceeds the amount of the Full, Deferred, Early or Vested Retirement Allowance actually payable under the Retirement Plan, expressed in the form of a Retirement Allowance.

(A) In computing the amount under Article IIC(1)(a)(i) with respect to a TP Employee who is eligible for a Full, Deferred or Vested Retirement Allowance, but is not eligible for an Early Retirement Allowance as of the TP Employee’s Separation from Service or, if later, the end of the TP Employee’s policy severance, such Full, Deferred or Vested Allowance shall equal the Actuarial Equivalent of the TP Employee’s Benefit Equalization Retirement Allowance (assuming that it is payable in monthly payments for the lifetime of the Employee), computed as though such Allowance were payable under the terms of the Retirement Plan as a Retirement Allowance at the later of age sixty-five (65), or the age of the TP Employee at his Separation

19

from Service or, if later, the end of the TP Employee’s policy severance. If such Allowance is to be paid in a Single Sum Payment, such Full, Deferred or Vested Retirement Allowance shall equal the present value of such Allowance that would be payable to the former TP Employee as of the date he will attain the age of sixty-five (65), determined as of the first day of the month following the month in which the former TP Employee Separated from Service (or died, in the case of a payment to the Spouse of the deceased TP Employee).

(B) In computing the amount under Article IIC(1)(a)(i) with respect to a TP Employee who is eligible for an Early Retirement Allowance, whether reduced or unreduced, but is not eligible for a Full, Deferred or Vested Retirement Allowance, as of the TP Employee’s Separation from Service or, if later, the end of the TP Employee’s policy severance, such Early Retirement Allowance shall be the Actuarial Equivalent of the TP Employee’s Benefit Equalization Retirement Allowance (assuming that it is payable in monthly payments for the lifetime of the Employee), computed as though such Allowance were payable under the terms of the Retirement Plan as a Retirement Allowance commencing on the first day of the month coincident with or next following the Employee’s Separation from Service, or, if later, at the end of the Employee’s policy severance. If such Allowance is to be paid in a Single Sum Payment, such Early Retirement Allowance shall equal the present value of such Allowance that would be payable to the former TP Employee as of the first day of the month coincident with or next following the Employee’s Separation from Service, or, if later, at the end of the Employee’s policy severance date he will attain the age of sixty-five (65), determined as of the first day of the month following the month in which the former TP Employee Separated from Service (or died, in the case of a payment to the Spouse of the deceased TP Employee); plus

(ii) the amounts which would have been credited, but were not credited to his Company Account as a result of the Statutory Limitations;

(iii) provided, however, that, that portion of a TP Employee’s Benefit Equalization Combined Allowance which is not his Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance shall equal the amount of the TP Employee’s After-Tax BEP Combined Allowance converted to a pre-tax amount. Such pre-tax amount shall equal an amount sufficient to cause the amount remaining after withholding of income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the TP Employee’s share of employment taxes, to equal the After-Tax BEP Combined Allowance.

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(iv) A sample calculation of a TP Employee’s Benefit Equalization Combined Allowance is set forth in Appendix 4.

(b) In no event shall any increase in a TP Employee’s Benefit Equalization Combined Allowance resulting from an amendment to the Retirement Plan to add or remove a subsidized benefit, change the time and form of payment of the Benefit Equalization Combined Allowance earned prior to the date of such amendment.

(c) In the event that all or any portion of the Benefit Equalization Combined Allowance with respect to the Grandfathered Retired Employee described in ARTICLE IIC(1)(a) of the Plan is paid in a Single Sum Payment in accordance with the provisions of ARTICLE IID(1)(a) of the Plan prior to the TP Employee’s Benefit Commencement Date under the Retirement Plan, the amount of such Benefit Equalization Combined Allowance that is allocable to the Benefit Equalization Retirement Allowance shall equal the amount by which the Retirement Allowance under the Retirement Plan accrued to the Date of Retirement, if computed without regard to the Statutory Limitations, is reasonably estimated by the Administrator to exceed the amount of the Retirement Allowance which is projected by the Administrator to be actually payable under the Retirement Plan.

(d) In the event that all or any portion of the Benefit Equalization Combined Allowance with respect to a Retired TP Employee described in ARTICLE IIC(1)(a) of the Plan is paid in a Single Sum Payment in accordance with the provisions of ARTICLE IID(1)(a) of the Plan prior to the date the Retired TP Employee shall have specified on his application for retirement as the Benefit Commencement Date of his Retirement Allowance under the Retirement Plan, the Single Sum Payment shall be calculated based on the assumption that the Retired TP Employee elected to receive a Retirement Allowance at his Unreduced Early Retirement Benefit Commencement Date or Unreduced Vested Retirement Benefit Commencement Date, as applicable to the Retired TP Employee.

(e) If, as a result of the execution of a General Release Agreement (and not revoking it), (A) a TP Employee first obtains a legally binding right to payment of an increase in his Benefit Equalization Combined Allowance, (B) as of the first date the TP Employee obtains a legally binding right to such increase it is subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation §1.409A-1(d)), then the amount of such increase in the Benefit Equalization Combined Allowance with respect to such TP Employee shall be the amount as set forth in the General Release Agreement and shall be payable at the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(iv) of the Plan, provided, however that no such increase in a TP Employee’s Benefit Equalization Combined Allowance shall change either the time or form of payment of that portion of the TP Employee’s Benefit Equalization Combined Allowance allocable to the Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance otherwise payable pursuant to the terms of the Plan.

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(2) The Spouse of a TP Employee or deceased Grandfathered Retired Employee who dies before his Benefit Equalization Combined Allowance is paid shall be eligible to receive that portion of the Grandfathered Employee’s or deceased Grandfathered Retired Employee’s Benefit Equalization Combined Allowance that is the Benefit Equalization Survivor Allowance, provided that, with respect to that portion of his Benefit Equalization Combined Allowance allocable to his Grandfathered Benefit Equalization Retirement Allowance, the deceased Grandfathered Retired Employee did not make an election for a Grandfathered Benefit Equalization Optional Payment Allowance and designated a Beneficiary other than his Spouse; and, provided, further, that with respect to that portion of his Benefit Equalization Combined Allowance allocable to his Benefit Equalization Retirement Allowance that is not the Grandfathered Benefit Equalization Retirement Allowance, such Benefit Equalization Survivor Allowance shall be the amount calculated as follows:

(a) Determine the amount, if any, by which (i) the Grandfathered Employee’s Trust Account TP Value exceeds (ii) the amount calculated under ARTICLE IIC(3)(a) below.

(b) If the TP Employee dies before terminating employment with the Controlled Group, determine one half of the amount that would be that portion of the Grandfathered Employee’s Benefit Equalization Combined Allowance that is his Benefit Equalization Retirement Allowance that is not the Grandfathered Benefit Equalization Retirement Allowance if (i) the TP Employee had survived and had a Separation from Service on his date of death and (ii) the term Benefit Equalization Joint and Survivor Allowance were substituted for the term Retirement Allowance in each place that such term appears in ARTICLE IIA(1)(a) of the Plan.

(c) Determine the amount that would remain if income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, were withheld on the amount determined under ARTICLE IIC(2)(b).

(d) If the TP Employee dies after terminating employment with the Controlled Group but before his BEP Benefit Commencement Date, determine the amount that would remain if income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, were withheld on that portion of the Grandfathered Employee’s Benefit Equalization Combined Allowance that is his Benefit Equalization Retirement Allowance and that is not the Grandfathered Benefit Equalization Retirement Allowance.

(e) The portion of the Benefit Equalization Survivor Allowance that is not the Grandfathered Benefit Equalization Retirement Allowance shall equal an amount sufficient to cause the amount remaining after withholding of income taxes

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(determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, to equal,

(i) If the TP Employee dies before terminating employment with the Controlled Group, the amount by which (i) the amount determined under ARTICLE IIC(2)(c) of the Plan exceeds (ii) the remaining Trust Account TP Value, if any, determined under ARTICLE IIC(2)(a) of the Plan; or

(ii) If the TP Employee dies after terminating employment with the Controlled Group but before his BEP Benefit Commencement Date, the amount by which (i) the amount determined under ARTICLE IIC(2)(d) of the Plan exceeds (ii) the remaining Trust Account TP Value, if any, determined under ARTICLE IIC(2)(a) of the Plan.

(3) If a Grandfathered Employee dies before his Benefit Equalization Combined Allowance has been paid, the Grandfathered Employee’s Beneficiary shall be eligible to receive that portion of his Benefit Equalization Combined Allowance allocable to his Benefit Equalization Profit-Sharing Allowance; provided that the portion of such Allowance that is not the Grandfathered Benefit Equalization Profit-Sharing Allowance shall be in an amount calculated as follows:

(a) Determine the amount that would remain if income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, were withheld on that portion of the Grandfathered Employee’s Benefit Equalization Profit-Sharing Allowance that is not the Grandfathered Benefit Equalization Profit-Sharing Allowance.

(b) Determine the amount, if any, by which (i) the amount determined under ARTICLE IIC(3)(a) exceeds (ii) the Grandfathered Employee’s Trust Account TP Value.

(c) The portion of such Benefit Equalization Profit-Sharing Allowance that is not the Grandfathered Benefit Equalization Profit-Sharing Allowance payable under this Article IIC(3) shall equal an amount sufficient to cause the amount remaining after withholding of income taxes (determined as if withholding for federal, state and local income taxes were effected at the rates specified in Appendix 3), but disregarding any withholding for the Grandfathered Employee’s share of employment taxes, to equal the amount, if any, determined under ARTICLE IIC(3)(b).

(4) The Beneficiary of a Grandfathered Retired Employee whose request for an Optional Payment in the form of a Grandfathered Benefit Equalization Optional Payment Allowance has been granted by the Administrator, but who dies after his Date of Retirement and prior to his BEP Benefit Commencement Date shall be eligible to receive that portion of the Grandfathered Benefit Equalization Optional Payment Allowance elected by the Grandfathered Retired Employee which is payable after the death of the Grandfathered Retired Employee.

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(5) The Spouse of a Grandfathered Retired Employee whose request for an Optional Payment pursuant to clauses (1) or (2) ARTICLE I(aa)(i) of the Plan with respect to that portion of his Benefit Equalization Retirement Allowance that is the Grandfathered Benefit Equalization Allowance has been granted by the Administrator, but who dies after his Date of Retirement and prior to his BEP Benefit Commencement Date, shall be eligible to receive a Benefit Equalization Survivor Allowance.

D. BEP Benefit Commencement Date and termination of Benefit Equalization Combined Allowances and Benefit Equalization Retirement Allowances payable in the form of an Optional Payment:

(1) (a) The Benefit Equalization Retirement Allowance payable pursuant to ARTICLE IIA(1)(a) of the Plan shall be distributed in a Single Sum Payment on the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(i). If a Retired Employee described in ARTICLE IIA(1)(a) dies after his Date of Retirement and before payment of his Benefit Equalization Retirement Allowance is paid in a Single Sum Payment, his Beneficiary shall receive a Single Sum Payment on the Benefit Commencement Date specified in ARTICLE I(k)(1)(i).

(b) Except as provided in ARTICLE IID(c)(3) below, the Benefit Equalization Combined Allowance payable pursuant to ARTICLE IIC(1) of the Plan shall be distributed to a Grandfathered Retired Employee who is eligible for an Early, Full or Deferred Retirement Allowance in a Single Sum Payment on the Benefit Commencement Date specified in ARTICLE I(k)(1)(i). If the Grandfathered Retired Employee dies after his Date of Retirement and before payment of his Benefit Equalization Combined Allowance is paid in a Single Sum Payment, his Beneficiary shall receive a Single Sum Payment on the Benefit Commencement Date specified in ARTICLE I(k)(1)(i) of the Plan.

(c) The Benefit Equalization Combined Allowance payable pursuant to ARTICLE IIC(1) of the Plan shall be distributed to a Grandfathered Retired Employee who is only eligible for a Vested Retirement Allowance at his Separation from Service, as follows:

(i) that portion of the Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Allowance shall be distributed in accordance with the Grandfathered Retired Employee’s BEP Benefit Commencement Date described in ARTICLE I(k)(1)(iii) of the Plan and shall be paid in the same form of Optional Payment which the Grandfathered Retired Employee’s Vested Retirement Allowance is paid from the Retirement Plan; and

(ii) that portion of the Benefit Equalization Combined Allowance that is not the Grandfathered Benefit Equalization Allowance shall be distributed to the Retired Employee in a Single Sum Payment on the Benefit Commencement Date specified in ARTICLE I(k)(1)(i) of the Plan.

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(2) If any Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance payable in a Single Sum Payment is paid after the Payment Date, interest (at a rate determined in the sole discretion of the Administrator) from the date the Retired Employee Separated from Service to the last day of the month preceding the month in which payment is made, shall be added to the amount of the Benefit Equalization Retirement Allowance otherwise payable to the Retired Employee (or Spouse).

(3)    (a)     (i) A Grandfathered Retired Employee who is a Secular Trust Participant who is eligible to retire on a Full, Deferred or Early Retirement Allowance at his Separation from Service may make application to the Administrator to receive an Optional Payment with respect to that portion of his Benefit Equalization Combined Allowance allocable to his Grandfathered Benefit Equalization Retirement Allowance in lieu of the Single Sum Payment otherwise payable after his Date of Retirement. The application for an Optional Payment shall specify:

(ii) the form in which such Optional Payment is to be paid;

(iii) the Beneficiary, if any, who will receive benefits after the death of the Grandfathered Retired Employee; and

(iv) the BEP Benefit Commencement Date.

(b) In the case of a Grandfathered Retired Employee 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 Grandfathered Retired Employee attains the age of sixty-five (65) years.

(c) The Administrator may grant or deny any such application in its sole and absolute discretion. Except as provided in Subparagraphs (d)(i) and (f) of this ARTICLE IID, a Grandfathered Retired Employee shall not receive that portion of his Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance in the form of a Single Sum Payment after the Administrator has granted the Grandfathered Retired Employee application for an Optional Payment. In the event the Grandfathered Retired Employee incurs a Change in Circumstance on or after the date of the filing of the application for an Optional Payment and prior to his BEP Benefit Commencement Date, the Grandfathered Retired Employee may file an application with the Administrator within ninety (90) days of the Change in Circumstance, but in no event later than his BEP Benefit Commencement Date, to change the form of Optional Payment, or to change the Beneficiary who is to receive a benefit after the death of the Grandfathered Retired Employee in accordance with the Optional Payment method originally filed with the Administrator.

(d) An application for an Optional Payment shall be of no force and effect if:

(i) the Grandfathered Retired Employee does not retire on a Full, Deferred or Early Retirement Allowance;

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(ii) the Grandfathered Retired Employee 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

(iii) the Grandfathered Retired Employee is retired for ill health or disability under ARTICLE IIA 3(a) of the 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 IID(3)(d) of the Plan, payment of that portion of the Grandfathered Retired Employee’s Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance shall be made in a Single Sum Payment pursuant to ARTICLE I(k)(1) of the Plan on the Payment Date, but not later than the Latest Payment Date, but otherwise such application for an Optional Payment shall be effective on the Grandfathered Retired Employee’s Date of Retirement on a Full, Deferred or Early Retirement Allowance and the Grandfathered Retired Employee’s benefits shall commence on the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(ii)(A) 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 Retired Employee 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 Grandfathered Retired Employee’s termination of employment precedes the first anniversary of the filing of the application with the Administrator and his benefits shall commence in the BEP Benefit Commencement Date specified in ARTICLE I(k)(1)(ii)(B) of the Plan.

(f) If a Grandfathered Retired Employee whose request for an Optional Payment in the form of a Grandfathered Benefit Equalization Optional Payment Allowance has been granted by the Administrator dies after his Date of Retirement and prior to his BEP Benefit Commencement Date, his Beneficiary shall be eligible to receive that portion of the Grandfathered Benefit Equalization Optional Payment Allowance elected by the Grandfathered Retired Employee which is payable after the death of the Grandfathered Retired Employee.

(g) Notwithstanding the preceding provisions of this Paragraph D,

(i) the Administrator may cause the distribution of that portion of the Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance to any group of similarly situated Grandfathered Retired Employees (or their Spouses or other Beneficiaries) in a Single Sum Payment or as an Optional Payment; and

(ii) the Administrator shall distribute that portion of an Employee’s Benefit Equalization Combined Allowance that is the Grandfathered Benefit Equalization Retirement Allowance in a Single Sum Payment if

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such portion of the Benefit Equalization Combined Allowance payable in equal monthly payments is not more than $250 per month.

(4) The Benefit Equalization Survivor Allowance payable pursuant to ARTICLE IIA(2)(a) and ARTICLE IIC(2) of the Plan shall be paid in a Single Sum Payment on the BEP Benefit Commencement Date described in ARTICLE I(k)(3)(i)(A) provided, however, that the portion of the Benefit Equalization Survivor Allowance that is derived from the Grandfathered Benefit Equalization Retirement Allowance shall be paid on the BEP Benefit Commencement Date described in ARTICLE I(k)(3)(i)(B).

E. Commencement and termination of Benefit Equalization Profit-Sharing Allowances:

(1) The Benefit Equalization Profit-Sharing Allowance payable pursuant to ARTICLE IIB(1) of the Plan shall be distributed to the Retired Employee in a Single Sum Payment on the Payment Date, but not later than the Latest Payment Date, unless, solely in the case of a Grandfathered Retired Employee, the Administrator has approved his election to have distribution of that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance made in accordance with ARTICLE IIE(3) of the Plan.

(2) If an Employee or Retired Employee dies before his Single Sum Payment has been paid and without having the approval by the Administrator for payment of that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance in the form of an Optional Payment, the Single Sum Payment otherwise payable to the Employee or Retired Employee shall be paid to his Beneficiary on the Payment Date, but not later than the Latest Payment Date.

(3)   (a) A Grandfathered Employee who is a Secular Trust Participant may make an application to the Administrator to receive an Optional Payment with respect to that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance in lieu of the Single Sum Payment otherwise payable to him on the Benefit Commencement Date specified in ARTICLE I(k)(2) after he becomes a Grandfathered Retired Employee. The application for an Optional Payment shall specify:

(i) the form in which such Optional Payment is to be paid; and

(ii) the Beneficiary who will receive the balance of that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance after the death of the Grandfathered Employee or Grandfathered Retired Employee.

(b) In the case of a Grandfathered Employee 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

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Payment must be filed with the Administrator more than one (1) year preceding the date the Grandfathered Employee attains the age of sixty-five (65) years.

(c) The Administrator may grant or deny any such application in its sole and absolute discretion. A Grandfathered Employee shall not receive that portion of his Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance in the form of a Single Sum Payment after the Administrator has granted the Grandfathered Employee’s application for an Optional Payment. In the event the Grandfathered Employee or Grandfathered Retired Employee has elected to receive his Optional Payment over the joint life expectancies of he and his Beneficiary and incurs a Change in Circumstance described in ARTICLE I(l)(ii), ARTICLE I(l)(iii), or ARTICLE I(l)(iv) of the Plan on or after the date of the filing of the application and prior to the date his Optional Payment commences to be paid, the Grandfathered Employee or Grandfathered Retired Employee may file an application with the Administrator within ninety (90) days of the Change in Circumstance, but in no event later than the date his Optional Payment is scheduled to commence to be paid to designate a new Beneficiary or elect to receive his Optional Payment over the life expectancy of the Grandfathered Employee or Grandfathered Retired Employee.

(d) If within the one (1) year period following the date of the filing of the application for an Optional Payment with the Administrator, the Grandfathered Employee voluntarily retires (other than for ill health, disability or hardship under ARTICLE IIA (3)(a) of the Retirement Plan), voluntarily terminates his employment with his Participating Company (other than for a disability which causes him to be eligible for benefits under the Long-Term Disability Plan for Salaried Employees), 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 in the same manner as specified in ARTICLE IID(3)(e) hereof.

(e) If a Grandfathered Retired Employee dies after he Separates from Service and prior to the date his Grandfathered Benefit Equalization Profit-Sharing Allowance is paid or commences to be paid, payment shall be made to his Beneficiary commencing in the form and on the date specified in the application.

(4) Notwithstanding the preceding provisions of this Paragraph E,

(a) the Administrator may cause the distribution of that portion of the Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance that is the Grandfathered Benefit Equalization Profit-Sharing Allowance to any group of similarly situated Beneficiaries in a Single Sum Payment or as an Optional Payment; and

(b) the Administrator shall distribute a Grandfathered Employee’s or Grandfathered Retired Employee’s Benefit Equalization Profit-Sharing Allowance in a Single Sum Payment if the value of such Benefit Equalization Profit-Sharing Allowance is not more than $10,000.

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F. Application or Notification for Payment of Allowances:

An application for retirement pursuant to ARTICLE IIB of the Retirement Plan shall be deemed notification to the Administrator of the BEP Benefit Commencement Date of a Benefit Equalization Retirement Allowance, Benefit Equalization Combined Allowance (or other benefit) in accordance with the terms of this Plan. In the event a Grandfathered Employee shall not have elected an Optional Payment method with respect to his Grandfathered Benefit Equalization Retirement Allowance, any such notification shall specify the Beneficiary to whom payment of the Single Sum Payment shall be made in the event the Employee dies after his Date of Retirement and prior to his BEP Benefit Commencement Date.

An Employee or Retired Employee (or Beneficiary) shall make application to the Administrator (or his delegate) for distribution of Benefit Equalization Profit-Sharing Allowance under this Plan.

G. Allocation of Payments

The Administrator may use any reasonable method, as determined in his sole discretion, to designate amounts paid under the Plan to a TP Employee (or Spouse or other Beneficiary) as a Benefit Equalization Retirement Allowance (other than that portion that is the Grandfathered Benefit Equalization Retirement Allowance) and Benefit Equalization Profit-Sharing Allowance (other than that portion that is the Grandfathered Benefit Equalization Profit-Sharing Allowance) and to allocate benefits among the plans, programs and arrangements that constitute the Plan as described herein.

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ARTICLE III

FUNDS FROM WHICH ALLOWANCES ARE PAYABLE

Individual accounts shall be established for the benefit of each Employee and Retired Employee (or Beneficiary) under the Plan. Any benefits payable from an individual account shall be payable solely to the Employee, Retired Employee (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 Employee’s or Retired Employee’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. In no event shall any such trust or trusts be outside of the United States. The contributions by each Participating Company on behalf of its Employees and Retired Employees 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.

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ARTICLE IV

THE ADMINISTRATOR

The general administration of the Plan shall be vested in the Administrator.

All powers, rights, duties and responsibilities assigned to the Administrator under the Retirement Plan applicable to this Plan shall be the powers, rights, duties and responsibilities of the Administrator under the terms of this 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) of ERISA or which is described in Section 401(a)(1) of ERISA and exempt from the requirements of Part 4 of Title I of ERISA.

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ARTICLE V

AMENDMENT AND

DISCONTINUANCE OF THE PLAN

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: (1) to the Corporate Employee Benefit Committee, if the amendment (or amendments) will not increase the annual cost of the Plan by $10,000,000 and (2) to the Administrator, if the amendment (or amendments) will not increase the annual cost of the Plan by $500,000.

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 Employee, Retired Employee (or Beneficiary) of any Allowances accrued at the time of such amendment.

The Plan may be discontinued at any time by the Board; provided, however, that such discontinuance shall not deprive any Employee, Retired Employee (or Beneficiary) of any Allowances accrued at the time of such discontinuance.

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ARTICLE VI

FORMS; COMMUNICATIONS

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

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 VII

INTERPRETATION OF PROVISIONS

The Administrator shall have the full power and authority to grant or deny requests for payment of a Benefit Equalization Retirement Allowance or Benefit Equalization Combined Allowance in accordance with a form of distribution authorized under the Retirement Plan and to grant or deny requests for payment of a Benefit Equalization Profit-Sharing Allowance in accordance with a form of distribution authorized under the Profit-Sharing Plan to the extent permitted under Code §409A. The Management Committee for Employee Benefits shall have the full power and authority to grant or deny requests for payment of a Benefit Equalization Retirement Allowance, Benefit Equalization Combined Allowance or Benefit Equalization Profit-Sharing Allowance by the Administrator.

The Administrator shall have full power and authority with respect to all other matters arising in the administration, interpretation and application of the Plan, including discretionary authority to construe plan terms and provisions, to determine all questions that arise under the Plan such as the eligibility of any employee of a Participating Company to participate under the Plan; to determine the amount of any benefit to which any person is entitled to under the Plan; to make factual determinations and to remedy any ambiguities, inconsistencies or omissions of any kind.

The Plan is intended to comply with the applicable requirements of Section 409A of the Code. Accordingly, where applicable, this Plan shall at all times be construed and administered in a manner consistent with the requirements of Section 409A of the Code and applicable regulations without any diminution in the value of benefits.

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ARTICLE VIII

CHANGE IN CONTROL PROVISIONS

A. In the event of a Change in Control, each Employee shall be fully vested in his Allowances and any other benefits accrued through the date of the Change in Control (“Accrued Benefits”). Each Employee (or his Beneficiary) shall, upon the Change in Control, be entitled to a lump sum in cash, payable within thirty (30) days of the Change in Control, equal to the actuarial equivalent of his Accrued Benefits, determined using actuarial assumptions no less favorable than those used under the Supplemental Management Employees’ Retirement Plan immediately prior to the Change in Control.

B. Definition of Change in Control.

“Change in Control” shall mean the happening of any of the following events with respect to a Grandfathered Benefit Equalization Retirement Allowance and Grandfathered Benefit Equalization Profit-Sharing Allowance:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, and amended (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 in 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 paragraph (3) of this Section B; or

(2) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; 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; or

(3) 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

35

beneficially own, directly or 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, providing for such Business Combination; or

(4) Approval by the shareholders of Altria Group, Inc. of (i) a complete liquidation or dissolution of Altria Group, Inc. or (ii) 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, (A) 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, (B) 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 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 (C) 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, providing for such sale or other disposition of assets of Altria Group, Inc. or were elected, appointed or nominated by the Board.

“Change in 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 a Benefit Equalization Retirement Allowance, Benefit Equalization Profit-Sharing Allowance and that portion of a Benefit Equalization Combined Allowance that is not a Grandfathered Benefit Equalization Retirement Allowance and that portion of a Benefit Equalization Combined Allowance that is not a Grandfathered Benefit Equalization Profit-Sharing Allowance. For purposes of determining if a Change in Control has occurred, the Change in 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

36

the shares of Philip Morris International Inc. to the shareholders of Altria Group, Inc. shall not be considered to be a Change in Control and (ii) any change in the Incumbent Board coincident with such spin-off shall not be considered to be a Change in Control.

37

EXHIBIT A

BENEFIT EQUALIZATION PLAN

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 mortality 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 the table prescribed in Revenue Ruling 2001-62).

38

APPENDIX 1

TP EMPLOYEES

(1) Martin Barrington

(2) Timothy Beane

(3) Kevin P. Benner

(4) David R. Beran

(5) Nancy Brennan

(6) Peter C. Faust

(7) Christopher L. Irving

(8) Craig A. Johnson

(9) Denise Keane

(10) Douglas B. Levene

(11) Henry P. Long, Jr.

(12) John J. Mulligan

(13) John R. Nelson, Jr.

(14) Peter P. Paoli

(15) Daniel W. Riegel

(16) Nancy S. Rights

(17) Alex T. Russo

(18) Brian Schuyler

(19) Steven P. Seagriff

(20) John M. Spera

(21) Michael E. Szymanczyk

(22) Linda Warren

(23) Ross M. Webster

(24) Howard A. Willard, III

39

APPENDIX 2

BENEFIT FOR MICHAEL SZYMANCZYK

The Benefit Equalization Combined Allowance of Mr. Szymanczyk shall be calculated as described in ARTICLE IIC(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 an Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement; and (3) should he die on or after attaining age 55 and prior to retirement, his spouse would be entitled to receive the survivor portion of an immediate Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement.

The Supplemental Retirement Allowance shall be reduced as prescribed pursuant to Article II, Section C of the 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.

SIGNED BY GEOFFREY C. BIBLE

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

DATED: JULY 26, 2002

40

APPENDIX 3

TAX ASSUMPTIONS

Federal income tax rate: The highest marginal Federal income tax rate as adjusted for the Federal deduction of state and local taxes and the phase out of Federal deductions under current law (or as adjusted under any subsequently enacted similar provisions of the Internal Revenue Code).

State income tax rate: Except with respect to additional benefits attributable to the provisions of a Grandfathered Employee’s Designation of Participation, the highest adjusted marginal state income tax rate based on a Grandfathered Employee’s state of residence on the date of the Grandfathered Employee’s Separation from Service. With respect to those additional benefits that are attributable to the provisions of a Grandfathered Employee’s Designation of Participation, the highest marginal state income tax rate based on the state in which the Grandfathered Employee is or was employed by a Participating Company on the date of his Separation from Service.

Local income tax rate: Except with respect to additional benefits attributable to the provisions of a Grandfathered Employee’s Designation of Participation, the highest adjusted marginal local income tax rate (taking into account the Grandfathered Employee’s resident or nonresident status) based on the Grandfathered Employee’s locality of residence on the date of the Grandfathered Employee’s Separation from Service. With respect to those additional benefits that are attributable to the provisions of a Grandfathered Employee’s Designation of Participation, the highest marginal state income tax rate (taking into account the Grandfathered Employee’s resident or nonresident status) based on the locality in which the Grandfathered Employee is or was employed by a Participating Company on the date of his Separation from Service.

Exception: In the case of a Grandfathered Employee who is an expatriate actively employed by a Participating Company and subject to United States taxation for all purposes, income taxes shall generally be computed as follows: Expatriate taxes will be calculated assuming the highest marginal Federal income tax rate as adjusted for the Federal deduction of state and local taxes and the phase-out of Federal deductions under current law (or as adjusted under any subsequently enacted similar provisions of the Code). The applicable state and local tax rates will be adjusted to reflect a Grandfathered Employee’s expatriate status to the extent appropriate.

Capital Gains: The ordinary income or capital gains character of items of trust investment income or deemed investment income shall be taken into account as relevant.

The above principles shall generally be applied in determining tax-rate assumptions for the relevant purpose, but the Administrator shall have the authority in its discretion to alter the assumptions made as deemed appropriate to take into account particular facts and circumstances.

41

APPENDIX 4

CALCULATION OF BENEFIT

ETA PARTICIPANT

1. Calculate Pension benefit payable in form of single life annuity as of Normal Retirement Date, based on benefit earned to:

• December 31, 2004 (Grandfathered Benefit)

• December 31, 2007 (End of Target Payment Program)

• Date of retirement/termination

2. As of each of the above three dates allocate benefits between the qualified plan and the BEP

a. Determine Qualified Plan Benefit payable at Normal Retirement Date

b. Determine entire (Unlimited) benefit payable at Normal Retirement Date

c. Determine portion payable from BEP (Subtract 2a from 2b)

d. Apply early retirement factor

• For terminations prior to age 55, use age 55 factor (.40)

• For terminations on or after age 55, use expected retirement age

• Use early retirement factor for Grandfathered Benefit based on age on 12/31/04

e. Determine BEP benefit at Benefit Commencement Date

• For terminations prior to age 55, assume age 55

• For terminations on or after age 55, use expected retirement age

3. Calculate “top-up” payment for Grandfathered Benefits from funding account

a. Determine applicable early retirement factor (using employee’s age on 12/31/04 and assuming, in the case of an employee under age 55 at termination, that he/she will elect to receive benefits at age 55

b. Calculate Grandfathered Benefit with early retirement factor growth (each Item 1 times 3a).

c. Calculate lump sum value payable at age 55 on a before-tax and after-tax basis

d. Ascertain Grandfathered Deferred Profit-Sharing BEP balance (deemed to be distributed at termination of employment)

• Use balance as of most recent year end

• Add any contributions (Company and Company-Match), plus earnings

• Ascertain after-tax value

e. Calculate “top-up” payment for Grandfathered Benefit from funding account

i. Ascertain estimated funding account balance at termination of employment (after-tax)

ii. Subtract funding account assets used to satisfy Grandfathered DPS BEP (Item 3d)

42

iii. Determine if any “top-up” payment needed to satisfy any remaining Grandfathered DPS BEP liability (after-tax)

iv. Balance of any funding account assets to be used for future Grandfathered Pension BEP (assumed to be at age 55)

v. Balance as of date of termination and projected to age 55

vi. Determined on pre-tax and after-tax basis

• Ascertain pre-tax and after-tax lump sum value of Grandfathered Pension BEP at age 55

• Subtract 3(e)(iv) (after-tax) from 3c (after-tax)

4. Ascertain Post 2004 BEP Pension and DPS Plan Benefit

i. As of December 31, 2004 ($0); and

ii. As of date of termination

iii. Compute as annuity and pre-tax and after-tax lump sum values

a. Estimate Post 2004 DPS BEP Account as of date of termination

i. total hypothetical BEP DPS contributions made via target payments in 2006, 2007 and 2008) and add earnings

ii. convert to after-tax amount

iii. add post-target payment DPS BEP contributions and convert to after-tax amount

iv. Total 4(a)(ii) and 4(a)(iii) to determine Post 2004 DPS BEP Account

b. Determine total Post 2004 BEP Pension and DPS Plan Benefit as of date of termination for top-up payment

i. Sum of 4(ii) and 4(a)(iv) equals 4(b)

ii. Ascertain estimated target payment account balance (after-tax)

iii. Subtract 4(b)(ii) from 4(b)(i) to ascertain estimated top-up payment

43

EX-10.31

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

i

(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

ii

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

iii

SUPPLEMENTAL MANAGEMENT EMPLOYEES’ RETIREMENT PLAN

PREAMBLE

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

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

It is intended that Grandfathered Supplemental Retirement Allowances, Grandfathered Supplemental Survivor Allowances, Grandfathered Supplemental Profit-Sharing Allowances and Grandfathered Supplemental Survivor Income Benefit Allowances with respect to Grandfathered Participants (and their spouses and beneficiaries) not be subject to the requirements of Section 409A of the Code and that the Plan be interpreted in accordance with this intention. The provisions of the Plan shall not be construed to change the time and form of payment of the Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and Grandfathered Supplemental Survivor Income Benefit Allowance considered deferred before January 1, 2005 (within the meaning of Treasury Regulation §1.409A-6(a)(2) and other provisions of the Treasury Regulations under Section 409A of the Code) of a Grandfathered Participant who is a participant in the executive trust or is a Secular Trust Participant.

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

1

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.

2

(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.

3

(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

4

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

5

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

6

generally in the election of directors is then beneficially owned, directly or indirectly, by any Person (excluding any employee benefit plan (or related trust) of Altria Group, Inc. or such corporation), except to the extent that such Person owned 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the sale or disposition; and

(iii) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors of Altria Group, Inc., providing for such sale or other disposition of assets of Altria Group, Inc. or were elected, appointed or nominated by the Board of Directors of Altria Group, Inc.; and

(2) Change of Control shall mean the happening of any of the events specified in Treasury Regulation §1.409A-3(i)(5)(v), (vi) and (vii) with respect to that portion of a Supplemental Retirement Allowance that is not a Grandfathered Supplemental Retirement Allowance, that portion of a Supplemental Survivor Income Benefit Allowance that is not a Grandfathered Supplemental Survivor Income Benefit Allowance and that portion of a Supplemental Profit-Sharing Allowance that is not a Grandfathered Supplemental Profit-Sharing Allowance. For purposes of determining if a Change of Control has occurred, the Change of Control event must relate to a corporation identified in Treasury Regulation §1.409A-3(i)(5)(ii), provided, however, that (i) the spin-off of the shares of Philip Morris International Inc. to the shareholders of Altria Group, Inc. shall not be considered to be a Change of Control, and (ii) any change in the Incumbent Board coincident with such spin-off shall not be considered to be a Change of Control.

(j) Chief Executive Officer

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

(k) Company

Company shall mean Altria Client Services Inc. Altria Client Services Inc. is the sponsor of the Plan.

(l) Compensation

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

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(m) Deceased Participant

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

(n) Deceased Retired Participant

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

(o) Earned and Vested

Earned and Vested shall mean, when referring to an Allowance or any portion of an Allowance, an amount that, as of January 1, 2005, is not subject to a substantial risk of forfeiture (as defined in Treasury Regulation §1.83-3(c)) or a requirement to perform future services.

(p) Employee

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

(q) Exchange Act

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

(r) Grandfathered Deceased Participant

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

(s) Grandfathered Deceased Retired Participant

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

(t) Grandfathered Participant

Grandfathered Participant shall mean:

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

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

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

(u) Grandfathered Retired Participant

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

(v) Grandfathered Supplemental Retirement Allowance

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

(w) Grandfathered Supplemental Survivor Allowance

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

9

have been entitled under the Plan if he had died on December 31, 2004 and his Spouse had received a payment on the earliest possible date allowed under the Plan to receive payment of a Supplemental Survivor Allowance following the date of death and receive the benefits in the form with the maximum value; provided, however, that for any subsequent year such Grandfathered Supplemental Survivor Allowance may increase to equal the present value of the benefit the Spouse of the Grandfathered Participant or Grandfathered Retired Participant actually becomes entitled to, in the form and at the time actually paid, determined in accordance with the terms of the Plan (including applicable Statutory Limitations) as in effect on October 3, 2004, without regard to any further services rendered by the Grandfathered Participant or Grandfathered Retired Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than an election with respect to the time and form of an available benefit).

(x) Grandfathered Supplemental SIB Allowance

Grandfathered Supplemental SIB Allowance shall mean the present value of that portion (or all) of the Supplemental SIB Allowance earned to December 31, 2004 to which the Spouse of a Grandfathered Participant or of a Grandfathered Retired Participant would have been entitled under the Plan if he had died on December 31, 2004 and his Spouse had received a payment on the earliest possible date allowed under the Plan to receive payment of a Supplemental SIB Allowance following the date of death and receive the benefits in the form with the maximum value; provided, however, that for any subsequent year such Grandfathered Supplemental SIB Allowance may increase to equal the present value of the benefit the Spouse of the Grandfathered Participant or Grandfathered Retired Participant actually becomes entitled to, in the form and at the time actually paid, determined in accordance with the terms of the Plan (including applicable Statutory Limitations) as in effect on October 3, 2004, without regard to any further services rendered by the Grandfathered Participant or Grandfathered Retired Participant after December 31, 2004, or any other events affecting the amount of or the entitlement to benefits (other than an election with respect to the time and form of an available benefit).

(y) Latest Payment Date

Latest Payment Date shall mean:

(1) in the case of a Supplemental Retirement Allowance, the later of:

(A) December 31^st 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 31^st of the year in which the Supplemental Survivor Allowance Payment Date occurs, and

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(B) the fifteenth day of the third month following the Supplemental Survivor Allowance Payment Date; and

(3) in the case of a Supplemental SIB Allowance, the later of:

(A) December 31^st 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 31^st 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

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(4) any employment contract or other agreement between an Employee and Altria Group, Inc. or any other member of the Controlled Group providing for retirement benefits or benefits in the event of a termination of employment or upon a Change of Control of Altria Group, Inc. or of any other member of the Controlled Group.

(bb) Participant

Participant shall mean an Employee who has been designated as such by his Appointee pursuant to the terms of the Plan. The designation of an Employee as a Participant by a chief executive officer of a Participating Company shall be communicated in writing to the Administrator. An Employee shall become a Participant as of the date designated in writing by his Appointee. Except as otherwise specifically provided for in the Plan, a Participant shall cease to be such whenever he ceases to be an Employee.

(cc) Payment Date

Payment Date shall mean the first day of the third calendar month following the month in which the Participant Separates from Service; provided, however, that in all cases of a Separation from Service other than on account of death, the Payment Date in the case of a Specified Employee shall be the first day of the calendar month following the date that is six (6) months following the date that such Specified Employee Separates from Service.

(dd) Plan

Plan shall mean the Supplemental Management Employees’ Retirement Plan described herein and in any amendments hereto.

(ee) Profit-Sharing Plan

Profit-Sharing Plan shall mean Deferred Profit-Sharing Plan for Salaried Employees, effective January 1, 1956, and as amended from time to time.

(ff) Retired Participant

Retired Participant shall mean a former Participant who is eligible for, or in receipt of, a Supplemental Retirement Allowance from the Plan. A former Participant shall cease to be a Retired Participant as of the date he receives a Single Sum Payment, or upon full payment of his Allowance or Allowances pursuant to the terms of the Plan as determined in the sole discretion of the Administrator.

(gg) Salaried Retirement Plan

Salaried Retirement Plan shall mean the Retirement Plan for Salaried Employees, effective as of September 1, 1978, and as amended from time to time.

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(hh) Secular Trust Participant shall mean a Grandfathered Employee who is identified as a Secular Trust Participant in Appendix 1.

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

Separation from Service, Separates from Service or Separated from Service shall each have the same meaning as the term “separation from service” in Treasury Regulation §1.409A-1(h)(1); provided, however, that with respect to the payment of any Grandfathered Allowance that is not subject to Section 409A of the Code, such terms shall mean the date that the Employee terminated his services as an Employee with his Participating Company and each other member of the Controlled Group.

(jj) Single Sum Payment

Single Sum Payment shall mean the payment of a benefit or portion of a benefit in a single payment to a Retired Participant or to the Spouse or other Beneficiary of a Deceased Participant or Deceased Retired Participant. A Single Sum Payment shall be (i) the Actuarial Equivalent of the (or portion of the) Supplemental Retirement Allowance payable in equal monthly payments during a twelve (12) month period for the life of the Retired Participant, (ii) the Actuarial Equivalent of the (or portion of the) Supplemental Survivor Allowance payable in equal monthly payments during a twelve (12) month period for the life of the Spouse of the Deceased Participant or Deceased Retired Participant and (iii) the Actuarial Equivalent of the (or portion of the) Supplemental Survivor Income Benefit Allowance payable in equal monthly payments during a twelve (12) month period for the life of the Spouse of the Deceased Participant or Deceased Retired Participant; provided, however, that if a Grandfathered Participant is a Secular Trust Participant, a Single Sum Payment shall equal the greater of (i) the amount determined pursuant to the foregoing provisions of this Article I (jj) and (ii) the amount required to purchase a single life annuity (or, for purposes of Appendix 1, a Supplemental Joint and Survivor Allowance) equal to the benefit otherwise identified under the Plan from a licensed commercial insurance company, as determined in the sole discretion of the Administrator.

(i) A Single Sum Payment shall be the exclusive form of distribution of the Supplemental Retirement Allowance, except with respect to

(A) that portion of the Supplemental Retirement Allowance derived solely from the Grandfathered Supplemental Retirement Allowance and that is payable to a Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance at his Separation from Service; and

(B) that portion of the Supplemental Retirement Allowance derived solely from the Grandfathered Supplemental Retirement Allowance and that is payable to a Grandfathered Retired Participant who has timely elected to receive after his Date of Retirement that portion of his Supplemental Retirement Allowance equal to the Grandfathered Supplemental Retirement Allowance in the form of an Optional Payment pursuant to Article II, C (6) of the Plan and which election does not cease to be of any force and effect pursuant to Article II, C (6) of the Plan.

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(ii) A Single Sum Payment shall be the exclusive form of distribution of the Supplemental Survivor Allowance, except with respect to that portion of the Supplemental Survivor Allowance derived solely from that portion of the Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance payable to the Spouse of a Grandfathered Deceased Participant or the Spouse of a deceased Grandfathered Retired Participant.

(iii) A Single Sum Payment shall be the exclusive form of distribution of the Supplemental Profit-Sharing Allowance.

(iv) A Single Sum Payment shall be the exclusive Form of Payment of the Supplemental Survivor Allowance, except with respect to the Grandfathered Supplemental Survivor Allowance.

(v) A Single Sum Payment shall be the exclusive Form of Payment of the Supplemental Survivor Income Benefit Allowance, except with respect to the Grandfathered Supplemental Survivor Income Benefit Allowance.

(kk) SMERP Benefit Payment Date

SMERP Benefit Payment Date shall mean the date on which the benefit to which the recipient is entitled is paid (or, solely in the case of a Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and Grandfathered Supplemental Survivor Income Benefit Allowance, the date the benefit commences to be paid) pursuant to the application filed in accordance with Article II, E of the Plan, or if no such application is filed, in accordance with the terms of the Plan as determined by the Administrator. All such Allowances not paid in a Single Sum Payment are paid in arrears so that the actual date of payment shall be the first day of the calendar month next succeeding the SMERP Benefit Payment Date.

(1) Supplemental Retirement Allowance.

(A) Except as provided in clauses (B), (C) and (D) hereof, the SMERP Benefit Payment Date of the Supplemental Retirement Allowance shall be the Payment Date, but not later than the Latest Payment Date.

(B) The SMERP Benefit Payment Date of that portion of a Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance payable in the form of an Optional Payment pursuant to an election under Article II, C (6) of the Plan to a Grandfathered Retired Participant shall be the Benefit Commencement Date of the Grandfathered Retired Participant’s Full, Deferred or Early Retirement Allowance under the Salaried Retirement Plan.

(C) The SMERP Benefit Payment Date of that portion of a Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance payable in the form of an Optional Payment with respect to a Grandfathered Retired Participant who voluntarily retires within the one (1) year

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period following the date of filing of his application for an Optional Payment with the Administrator pursuant to Article II, C (6) of the Plan or whose employment is terminated for misconduct (as determined by the Administrator) within such one (1) year period, shall be the first day of the month following the expiration of the one (1) year period following the date of the filing of his application for an Optional Payment.

(D) The SMERP Benefit Payment Date of that portion of a Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance payable to a Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance at his Separation from Service shall be the Benefit Commencement Date of the Grandfathered Retired Participant’s Vested Retirement Allowance under the Salaried Retirement Plan.

(2) Supplemental Survivor Allowance.

(A) Except as provided in clause (B), the SMERP Benefit Payment Date of the Supplemental Survivor Allowance payable to the Spouse of a Deceased Participant or Deceased Retired Participant pursuant to Article II, B of the Plan shall be the Supplemental Survivor Allowance Payment Date, but not later than the Latest Payment Date.

(B) The SMERP Benefit Payment Date of that portion of the Supplemental Survivor Allowance that is the Grandfathered Supplemental Survivor Allowance that is payable to the Spouse of a Grandfathered Deceased Participant, or to the Spouse of a Grandfathered Deceased Retired Participant, shall, in each case, be the Benefit Commencement Date of the Survivor Allowance payable to such Spouse under the Salaried Retirement Plan, provided that the Spouse may elect in accordance with the provisions of Article II, A 5 (c) or (f) of the Salaried Retirement Plan, as applicable to the Spouse, that the SMERP Benefit Payment Date be the first day of any month thereafter, but not later than the later of:

(i) the first day of the second calendar month following the month in which the Grandfathered Deceased Participant or Grandfathered Deceased Retired Participant died (or if his date of birth was on the first day of a calendar month, the first day of the calendar month next following the calendar month in which the Grandfathered Deceased Participant or Grandfathered Deceased Retired Participant died), or

(ii) the date that would have been the Grandfathered Deceased Participant’s or Grandfathered Deceased Retired Participant’s Unreduced Early Retirement Benefit Commencement Date.

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The final payment of that portion of the Supplemental Survivor Allowance that is the Grandfathered Supplemental Survivor Allowance shall be the first day of the month following the death of the Spouse.

(3) Supplemental SIB Allowance.

(A) Except as provided in clause (B) hereof, the SMERP Benefit Payment Date of the Supplemental SIB Allowance payable to the Spouse of a Deceased Participant pursuant to Article II, B (1) (b), or of a Retired Participant pursuant to Article II, B (3) shall be the Supplemental SIB Allowance Payment Date, but not later than the Supplemental SIB Allowance Latest Payment Date.

(B) The SMERP Benefit Payment Date of that portion of the Supplemental SIB Allowance equal to the Grandfathered Supplemental SIB Allowance payable to the Spouse of a Grandfathered Deceased Participant pursuant to Article II, B (1) (b) of the Plan, or to the Spouse of a Grandfathered Deceased Retired Participant pursuant to Article II, B (3) of the Plan shall be the Benefit Commencement Date of the Survivor Income Benefit Allowance payable to such Spouse under the Survivor Income Benefit Plan. The last payment of such Supplemental SIB Allowance shall be the same date as the last payment of the Survivor Income Benefit Allowance under the Survivor Income Benefit Plan.

(4) Supplemental Optional Payment Allowance. The SMERP Benefit Payment Date of the Supplemental Optional Payment Allowance payable to the Beneficiary of a Grandfathered Deceased Retired Participant pursuant to Article II, B (2) (b) of the Plan shall be the first day of the calendar month following the death of the Grandfathered Deceased Retired Participant. The final payment of the Supplemental Optional Payment Allowance shall be the first day of the month following the death of the Beneficiary.

(ll) Specified Employee

Specified Employee shall have the meaning given in Treasury Regulation §1.409A-1(i).

(mm) Supplemental Joint and Survivor Allowance

Supplemental Joint and Survivor Allowance shall mean the total amount that would be payable during a twelve (12) month period as a reduced Supplemental Retirement Allowance to a Retired Participant for life and after his death the amount payable to his Spouse for life equal to one-half of the reduced Supplemental Retirement Allowance payable to the Retired Participant (regardless of whether such form of benefit was available to such Retired Participant and his Spouse), which together shall be the Actuarial Equivalent of the Supplemental Retirement Allowance of the Retired Participant.

(nn) Supplemental Optional Payment Allowance

Supplemental Optional Payment Allowance shall mean, with respect to that portion of a Grandfathered Retired Participant’s Supplemental Retirement Allowance equal to the

16

Grandfathered Supplemental Retirement Allowance, the total amount payable during a twelve (12) month period in accordance with one of the payment methods described in Article II, A 4 (d) of the Salaried Retirement Plan and designated by the Grandfathered Participant in his application for an Optional Payment under Article II, C (6) of the Plan, pursuant to which the Grandfathered Participant receives for life after his Date of Retirement a reduced Supplemental Retirement Allowance in equal monthly payments and after his death after his Date of Retirement his Beneficiary receives for life a benefit in equal monthly payments according to the option elected by the Grandfathered Participant, which together shall be the Actuarial Equivalent of the Grandfathered Supplemental Retirement Allowance payable in equal monthly payments for the life of the Retired Participant after his Date of Retirement.

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

Supplemental Profit-Sharing Allowance or Profit-Sharing Allowance shall mean the benefit determined under Article III of the Plan and payable on the Payment Date, but not later than the Latest Payment Date. The Supplemental Profit-Sharing Allowance shall be comprised of the Grandfathered Supplemental Profit-Sharing Allowance, if any, and the remaining portion of such Profit-Sharing Allowance.

(pp) Supplemental Retirement Allowance

Supplemental Retirement Allowance shall mean the benefit determined under Article II, A (1) of the Plan. The Supplemental Retirement Allowance shall be comprised of the Grandfathered Supplemental Retirement Allowance, if any, and the remaining portion of such Allowance.

(qq) Supplemental SIB Allowance Payment Date

Supplemental SIB Allowance Payment Date shall mean the first day of the third calendar month following the month in which the Participant or Retired Participant dies.

(rr) Supplemental Survivor Allowance

Supplemental Survivor Allowance shall mean the benefit payable to:

(1) the Spouse of a Deceased Participant; and

(2) the Spouse of a Deceased Retired Participant;

in an amount equal one-half of the reduced Supplemental Retirement Allowance which would have been payable in the form of a Supplemental Joint and Survivor Allowance to the Deceased Participant or Deceased Retired Participant (regardless of whether such form of benefit was available to such Deceased Participant or Deceased Retired Participant).

(ss) Supplemental Survivor Allowance Payment Date

Supplemental Survivor Allowance Payment Date shall mean the first day of the third calendar month following the month in which the Deceased Participant or Deceased Retired Participant died.

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(tt) Supplemental SIB Allowance

(1) Supplemental SIB Allowance shall mean the total amount payable during a twelve (12) month period in equal monthly payments to the Spouse of a Deceased Participant or to the Spouse of a Deceased Retired Participant equal to one-half of the reduced Supplemental Retirement Allowance which would have been payable to the Deceased Participant or Deceased Retired Participant had he elected to receive a Supplemental Joint and Survivor Allowance.

(2) No Supplemental SIB Allowance shall be payable with respect to any Deceased Participant or Deceased Retired Participant whose request to receive an Optional Payment has been granted by the Administrator.

(uu) Survivor Income Benefit Plan

Survivor Income Benefit Plan shall mean the Survivor Income Benefit Plan for Salaried Employees, effective as of February 2, 1974, and as amended from time to time.

(vv) Vested Retirement Allowance

Vested Retirement Allowance shall mean the Retirement Allowance payable pursuant to Article II, A (6) of the Salaried Retirement Plan, provided, however, that a Participant who is only eligible for a Vested Retirement Allowance may be deemed to be eligible for an Early Retirement Allowance for any and all purposes of this Plan if in accordance with his designation as a Participant in the Plan; provided, however, that no such designation on or after October 3, 2004 shall change the time and form of payment of a Grandfathered Supplemental Retirement Allowance, the Grandfathered Supplemental Survivor Allowance and the Grandfathered Supplemental Survivor Income Benefit Allowance of a Grandfathered Participant or Grandfathered Retired Participant.

The masculine pronoun shall include the feminine pronoun unless the context clearly requires otherwise.

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ARTICLE II

SUPPLEMENTAL RETIREMENT AND RELATED ALLOWANCES

A. SUPPLEMENTAL RETIREMENT ALLOWANCES

(1) Supplemental Retirement Allowances. A Participant may be granted one or more of the following Supplemental Retirement Allowances under the Plan:

(a) A Supplemental Retirement Allowance in an amount determined by using the formula for calculating the Participant’s Retirement Allowance under the Salaried Retirement Plan, but, subject to the limitations of Article II, A (2) of the Plan, crediting Accredited Service in addition to that credited to the Participant pursuant to the Salaried Retirement Plan in recognition of previous service by the Participant deemed to be of special value to the Company or his Participating Company;

(b) A Supplemental Retirement Allowance in an amount equal to:

(i) a stated dollar amount per year, or

(ii) a stated percentage of the Participant’s Five-Year Average Compensation, or

(iii) the Participant’s Retirement Allowance under the Salaried Retirement Plan, which Supplemental Retirement Allowance accrues at a rate as a percentage of the Participant’s Five-Year Average Compensation which is greater than the rate of accrual under the Salaried Retirement Plan, such Supplemental Retirement Allowance to be calculated in individual instances on the basis of specific instructions which may depart only for such purpose from the terms, conditions and requirements of the Salaried Retirement Plan; or

(c) A Supplemental Retirement Allowance in an amount determined by using the formula for calculating the Participant’s Retirement Allowance under the Salaried Retirement Plan, such Supplemental Retirement Allowance to be payable on and after the Participant’s retirement in an amount which is greater than the Retirement Allowance otherwise payable to the Participant at such age.

(2) Limitation on Accredited Service. If a Supplemental Retirement Allowance under Article II, A (1) of the Plan is determined pursuant to a formula in the Salaried Retirement Plan using the Participant’s Compensation (including awards under incentive compensation plans of a Participating Company), the aggregate number of years of Accredited Service used in calculating the amount of the Participant’s Supplemental Retirement Allowance under this Plan shall not exceed thirty-five (35) years.

(3) Appendix I. The name of each Participant and the Supplemental Retirement Allowance awarded to him pursuant to Article II, A (1) of the Plan shall be set forth in Appendix I to the Plan.

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(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

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that portion of the Supplemental Optional Payment Allowance elected by the Retired Participant which is payable after the death of the Retired Participant. Payment shall be made on the SMERP Benefit Payment Date specified in Article I (kk) (4) of the Plan.

(3) Retired Participant Who Was a Grandfathered Participant.

The Spouse of a Grandfathered Retired Participant who elected an Optional Payment described in Article I (z) (1) of the Plan pursuant to Article II, C (6) of the Plan and who has died after his SMERP Benefit Date shall be eligible to receive a Supplemental SIB Allowance on the SMERP Benefit Payment Date specified in Article I, (kk) (3) (B) of the Plan.

(4) Objective of Benefit. It is the intention of the provisions of this Paragraph B. to provide a benefit to the Spouse or other Beneficiary of a Deceased Participant or Deceased Retired Participant in the same instances as such Spouse or other Beneficiary would receive a benefit under the terms of the Salaried Retirement Plan or the Survivor Income Benefit Plan, as applicable to such Spouse or other Beneficiary, and the provisions of this Article II, B of the Plan shall be construed and interpreted in a manner that is consistent with that objective.

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

(1) Supplemental Retirement Allowances.

(a) For Retired Participants other than Grandfathered Retired Participants:

(i) The Supplemental Retirement Allowance shall be paid to a Retired Participant in a Single Sum Payment on his SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan.

(ii) If a Retired Participant dies after his Date of Retirement and before payment of his Supplemental Retirement Allowance is paid in a Single Sum Payment, his Beneficiary shall receive a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan.

(b) For Grandfathered Retired Participants.

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

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of the Plan, in which case his Grandfathered Benefit Equalization Retirement Allowance shall be paid in the form of Optional Payment as specified in Article I, (z) of the Plan, as applicable to the Grandfathered Retired Participant on the SMERP Benefit Payment Date set forth in Article I, (kk) (1) (B) or (C) of the Plan.

(ii) If a Grandfathered Retired Participant who is eligible for an Early, Full or Deferred Retirement Allowance at his Separation from Service dies after his Separation from Service and before payment of that portion of his Supplemental Retirement Allowance that is to be paid in a Single Sum Payment, his Beneficiary shall receive such Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan.

(iii)

(A) That portion of the Supplemental Retirement Allowance that is not the Grandfathered Supplemental Retirement Allowance with respect to a Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance shall be paid in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan.

(B) That portion of the Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance with respect to a Grandfathered Retired Participant who is only eligible for a Vested Retirement Allowance shall be the same form of Optional Payment which the Grandfathered Retired Participant’s Vested Retirement Allowance is paid from the Salaried Retirement Plan and shall commence to be paid to the Retired Participant on his SMERP Benefit Payment Date specified in Article I, (kk) (1) (D) of the Plan.

(c) Payments In Advance of Payment under any Other Plan. In the event the Supplemental Retirement Allowance with respect to the Retired Participant is paid in a Single Sum Payment prior to:

(i) the Retired Participant’s Benefit Commencement Date, the amount of such Supplemental Retirement Allowance shall equal the amount reasonably estimated by the Administrator to be actually payable under the Plan; or

(ii) the date the Retired Participant shall have specified on his application for retirement as the Benefit Commencement Date of his Retirement Allowance under the Salaried Retirement Plan, the Single Sum Payment shall be calculated based on the assumption that the Retired Employee elected to receive a Retirement Allowance at his Unreduced Early Retirement Benefit Commencement Date.

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(2) Supplemental Survivor Allowances.

(a) The Supplemental Survivor Allowance payable pursuant to Article II, B (1) (a) of the Plan to the Spouse of a Deceased Participant who was not a Grandfathered Participant or pursuant to Article II, B (2) (a) to the Spouse of a Deceased Retired Participant who was not a Grandfathered Deceased Retired Participant shall be paid to the Spouse in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (2) (A) of the Plan.

(b) That portion of the Supplemental Survivor Allowance that:

(i) is not the Grandfathered Supplemental Survivor Allowance payable to the Spouse of a Deceased Participant who is a Grandfathered Participant shall be paid to the Spouse in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (2) (A) of the Plan; and

(ii) is the Grandfathered Supplemental Survivor Allowance shall be paid to the Spouse in the same form and at the same time as the Survivor Allowance is paid from the Salaried Retirement Plan commencing on the SMERP Benefit Payment Date as specified in Article I, (kk) (2) (B) of the Plan.

(3) Supplemental SIB Allowances.

(a) The Supplemental SIB Allowance payable pursuant to Article II, B (1) (b) of the Plan to the Spouse of a Deceased Participant who is not a Grandfathered Participant shall be paid to the Spouse in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (3) (A) of the Plan.

(b) That portion of the Supplemental SIB Allowance that:

(i) is not the Grandfathered Supplemental SIB Allowance payable pursuant to Article II, B (2) (b) of the Plan to the Spouse of a Grandfathered Deceased Retired Participant shall be paid to the Spouse in a Single Sum Payment on the SMERP Benefit Payment Date specified in Article I, (kk) (3) (A) of the Plan; and

(ii) is the Grandfathered Supplemental SIB Allowance shall be paid to the Spouse in the same form as the Survivor Income Benefit Allowance is paid from the Survivor Income Benefit Plan commencing on the SMERP Benefit Payment Date specified in Article I, (kk) (3) (B) of the Plan.

(4) Supplemental Optional Payment Allowance. The Supplemental Optional Payment Allowance payable pursuant to Article II, B (3) of the Plan to the Beneficiary of a Grandfathered Deceased Retired Participant shall be paid in the form of Optional Payment approved by the Administrator commencing on the SMERP Benefit Payment Date specified in Article I, (kk) (4) of the Plan.

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(5) Termination of Grandfathered Allowances.

(a) The payment of any Grandfathered Supplemental Retirement Allowance, Grandfathered Supplemental Survivor Allowance and Grandfathered Optional Payment Allowance in any form other than a Single Sum Payment shall terminate on the same date as payment would terminate under the Salaried Retirement Plan.

(b) The payment of any Grandfathered Supplemental SIB Allowance in any form other than a Single Sum Payment shall terminate on the same date as payment would terminate under the Survivor Income Benefit Plan.

(6) Optional Payment. A Grandfathered Participant who is eligible to retire on a Full, Deferred or Early Retirement Allowance may make application to the Administrator to receive an Optional Payment with respect to his Grandfathered Supplemental Retirement Allowance in lieu of the Single Sum Payment otherwise payable after his Separation from Service.

(a) The application for an Optional Payment shall specify:

(i) the form in which such Optional Payment is to be paid,

(ii) the Beneficiary, if any, who will receive benefits after the death of the Employee, and

(iii) the SMERP Benefit Payment Date.

(b) In the case of a Participant who eighteen (18) months prior to attaining the age of sixty-five (65) years could be compulsorily retired by his Participating Company upon attaining the age of sixty-five (65) years pursuant to Section 12(c) of the Age Discrimination in Employment Act, any application for an Optional Payment must be filed with the Administrator more than one (1) year preceding the date the Participant attains the age of sixty-five (65) years.

(c) The Administrator shall notify the Committee of all applications for an Optional Payment. The Administrator may grant or deny any such application in its sole and absolute discretion. Except as provided in Subparagraphs (d) and (e) of this Article II, C (6) of the Plan, a Participant shall not receive his Grandfathered Supplemental Retirement Allowance in the form of a Single Sum Payment after the Administrator has granted the Participant’s application for an Optional Payment. In the event the Participant or Retired Participant incurs a Change in Circumstance on or after the date of the filing of the application for an Optional Payment and prior to his SMERP Benefit Payment Date, the Participant or Retired Participant may file an application with the Administrator within ninety (90) days of the Change in Circumstance, but in no event later than his SMERP Benefit Payment Date, to change the form of Optional Payment, or to change the Beneficiary who is to receive a benefit after the death of the Retired Participant in accordance with the Optional Payment method originally filed with the Administrator.

(d) An application for an Optional Payment with respect to a Grandfathered Participant’s Grandfathered Supplemental Retirement Allowance in lieu of the Single Sum Payment otherwise payable after his Separation from Service shall be of no force and effect if:

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

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(ii) the Participant incurs a disability at any time before the date his Optional Payment commences to be made which causes him to be eligible for benefits under the Long-Term Disability Plan for Salaried Employees or any other long-term disability plan of a Participating Company, or

(iii) the Participant is retired for ill health, disability or hardship under Article II, A 3 (a) of the Salaried Retirement Plan.

(e) In the event the application for an Optional Payment is of no force and effect as a result of an event described in clauses (ii) or (iii) of Article II, C (6) (d) of the Plan, payment of the Grandfathered Participant’s Supplemental Retirement Allowance shall be made in a Single Sum Payment pursuant to Article II, C (1) (a) of the Plan on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (A) of the Plan, but otherwise such application for an Optional Payment shall be effective on the Participant’s Date of Retirement on a Full, Deferred or Early Retirement Allowance and the Grandfathered Participant’s Grandfathered Supplemental Retirement Allowance shall commence on the SMERP Benefit Payment Date specified in Article I, (kk) (1) (B) of the Plan; provided, however, that if within the one (1) year period following the date of the filing of the application with the Administrator the Grandfathered Participant voluntarily retires or his employment is terminated for misconduct (as determined by the Administrator) by any member of the Controlled Group, the Optional Payment shall be reduced by one percent (1%) for each month (or portion of a month) by which the month in which the Retired Participant’s termination of employment precedes the first anniversary of the filing of the application with the Administrator and his benefits shall commence in the SMERP Benefit Payment Date specified in Article I, (kk) (1) (C) of the Plan.

(7) Exceptions. Notwithstanding the preceding provisions of this Paragraph C,

(a) the Administrator may cause the distribution of that portion of the Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance to any group of similarly situated Grandfathered Retired Participants (or their Spouses or other Beneficiaries) in a Single Sum Payment or as an Optional Payment; and

(b) the Administrator shall distribute that portion of a Retired Participant’s Supplemental Retirement Allowance that is the Grandfathered Supplemental Retirement Allowance in a Single Sum Payment if such portion of the Supplemental Retirement Allowance payable in equal monthly payments is not more than $250 per month.

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(8) Actuarial Equivalents. Any Supplemental Survivor Allowance or Supplemental Optional Payment Allowance payable under this Plan to any Spouse or other Beneficiary commencing at an age other than the Retired Participant’s Normal Retirement Age shall be the Actuarial Equivalent of the benefit payable pursuant to the terms of the Plan in equal monthly payments for life commencing at the Retired Participant’s Normal Retirement Age.

(9) Delayed Single Sum Payments. If any Single Sum Payment is made later than the date otherwise specified in this Article II, C of the Plan and such late payment is not due in whole or in part to the fault of the Retired Participant (or his Beneficiary), interest at a rate to be determined by the Administrator shall be added to such Single Sum Payment.

D. REDUCTION OF BENEFITS

(1) Supplemental Retirement Allowance.

(a) The Supplemental Retirement Allowance payable to a Retired Participant shall be reduced by the greater of:

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

(ii) the amount set forth in, or determined in accordance with, the Participant’s designation as such pursuant to Article I, (bb) of the Plan, assuming in each case that the Participant elected to receive such benefits in equal monthly payments for his life;

(b) provided, however, that:

(i) in the event the Supplemental Retirement Allowance is paid to the Retired Participant (or his beneficiary) in a Single Sum Payment prior to the Retired Participant’s Benefit Commencement Date, such Supplemental Retirement Allowance shall be computed in accordance with the applicable provisions of Article II, A (1) of the Plan, as reasonably estimated by the Administrator, reduced by the Actuarial Equivalent of the projected annual amount of benefits payable pursuant to any Other Plan assuming that such benefits are payable to the Retired Participant in equal monthly payments for life; and

(ii) in the event the benefit equalization retirement allowance under the Benefit Equalization Plan is paid to the Retired Participant (or his Spouse or other beneficiary) in a single sum payment (as defined in the Benefit Equalization Plan) prior to the Retired Participant’s Benefit Commencement Date, the amount of the reduction to the Participant’s Supplemental Retirement Allowance shall be determined in good faith by the Administrator.

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(2) Supplemental Survivor Allowance or Supplemental Survivor Income Benefit Allowance. Any Supplemental Survivor Allowance or Supplemental Survivor Income Benefit Allowance payable to the Spouse of a Deceased Participant or of a Deceased Retired Participant pursuant to Article II, B of the Plan shall be reduced by the Actuarial Equivalent of the maximum benefits for which the Spouse was actually eligible under the Salaried Retirement Plan, the Benefit Equalization Plan and the Survivor Income Benefit Plan assuming that the Participant elected to receive a Retirement Allowance under the Salaried Retirement Plan and a benefit equalization retirement allowance under the Benefit Equalization Plan in equal monthly payments for the life of the Retired Participant.

(3) Supplemental Optional Payment Allowance. Any Supplemental Optional Payment Allowance payable to the Beneficiary of a Grandfathered Deceased Retired Participant pursuant to Article II, B of the Plan shall be reduced by the Actuarial Equivalent of the benefits payable pursuant to the Salaried Retirement Plan and the Benefit Equalization Plan assuming that the Grandfathered Deceased Retired Participant had elected to receive such benefits in equal monthly payments for life.

(4) Employment Outside of United States. The Supplemental Retirement Allowance of a Participant, who as a result of employment outside of the United States, has benefits accrued to him under the social security, or similar laws, of a country other than the United States may, in the discretion of the Administrator, be reduced by the Actuarial Equivalent of such benefits, assuming that such Participant elected to receive such benefits in equal monthly payments for life.

(5) Prior Single Sum Payment. No benefits shall be payable to the Spouse or other beneficiary of a Deceased Retired Participant pursuant to Article II, B of the Plan, if prior to his death the Deceased Retired Participant received a Single Sum Payment from this Plan or the Single Sum Payment is made after his death to his Spouse or a Beneficiary.

E. APPLICATION OR NOTIFICATION FOR PAYMENT OF ALLOWANCES

(1) Notification of SMERP Benefit Payment Date. An application for retirement pursuant to Article II, B of the Salaried Retirement Plan shall be deemed notification to the Administrator of the SMERP Benefit Payment Date of a Supplemental Retirement Allowance (or other benefit) in accordance with the terms of this Plan.

(2) Notification of Beneficiary. In the event a Grandfathered Participant shall not have elected an Optional Payment method with respect to that portion of his Supplemental Retirement Allowance that is Grandfathered Supplemental Retirement Allowance, the Grandfathered Participant may specify the Beneficiary to whom payment of the Single Sum Payment shall be made in the event the Grandfathered Participant dies after his Separation from Service, but prior to his SMERP Benefit Payment Date. If no Beneficiary is specified, the Beneficiary shall be the Participant’s Spouse, and if there is no Spouse, the Beneficiary shall be the Grandfathered Participant’s estate.

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ARTICLE III

SUPPLEMENTAL PROFIT-SHARING ALLOWANCES

A. SUPPLEMENTAL PROFIT-SHARING ALLOWANCES

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

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

(1) Valuation. Any amounts credited to a Participant’s account pursuant to the provisions of this Article III shall be deemed to have been invested in Part C of the Fund (Interest Income Fund) under the Profit-Sharing Plan and shall be valued in accordance with the provisions of the Profit-Sharing Plan.

(2) Payment. A Participant shall receive his Supplemental Profit-Sharing Allowance in a Single Sum Payment on the Payment Date, but no later than the Latest Payment Date. If a Participant or former Participant dies before receiving such Supplemental Profit-Sharing Allowance, payment shall be made to his Beneficiary in a Single Sum Payment on the Payment Date, but no later than the Latest Payment Date.

(3) Application. A Participant or former Participant (or Beneficiary) shall make application to the Administrator (or his delegate) for distribution of Supplemental Profit-Sharing Allowance under this Plan. Any such application shall specify the Beneficiary to whom payment of the Single Sum Payment shall be made in the event the Participant dies after his Separation from Service, but prior to his SMERP Benefit Payment Date.

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ARTICLE IV

FUNDS FROM WHICH ALLOWANCES ARE PAYABLE

A. ESTABLISHMENT AND MAINTENANCE OF INDIVIDUAL ACCOUNTS; CONTRIBUTIONS

(1) Establishment of Accounts. Individual accounts shall be established for the benefit of each Participant (or Beneficiary) under the Plan. Any benefits payable from an individual account shall be payable solely to the Participant (or Beneficiary) for whom such account was established. The Plan shall be unfunded. All benefits intended to be provided under the Plan shall be paid from time to time from the general assets of the Participant’s Participating Company and paid in accordance with the provisions of the Plan; provided, however, that the Participating Companies reserve the right to meet the obligations created under the Plan through one or more trusts or other agreements.

(2) Contributions. The contributions by each Participating Company on behalf of its Participants to the individual accounts established pursuant to the provisions of the Plan, whether in trust or otherwise, shall be in an amount which such Participating Company, with the advice of an actuary, determines to be sufficient to provide for the payment of the benefits under the Plan. No Participant, Spouse or Beneficiary shall, unless the Plan expressly provides otherwise, have any right or claim whatsoever to any specific assets of a Participating Company or of any trust.

B. MAINTENANCE OF BOOK RESERVES

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

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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

Designations of Participation Under the

Supplemental Management Employees’ Retirement Plan

Mr. Michael E. Szymanczyk

Mr. Szymanczyk was designated as a participant in the Supplemental Management Employees’ Retirement Plan on July 26, 2002, by Geoffery C. Bible, Chairman and Chief Executive Officer, Altria Group, Inc.

The Supplemental Retirement Allowance of Mr. Szymanczyk shall be calculated as described in Article II A (1) of the Plan, as supplemented as set forth below, provided however, that in no event shall the present value of defined benefits that can be paid at any age to him exceed thirty million dollars ($30,000,000).

Should Mr. Szymanczyk continue employment until age 55, or, if prior to age 55, suffer a Termination Event as defined in his 2002 Letter Agreement, he would be credited with an additional 5 years of service for all purposes, and receive his retirement benefit without any actuarial reduction for early commencement. To the extent he continues employment beyond age 55, he will also be credited with 2 years of service for each year of service until age 60.

Further, should he die or become disabled prior to attaining age 55, he or his spouse would be entitled to receive a pension benefit enhancement based on adding 5 years to his actual service as of the date of death or disability. In addition, 1) if he becomes disabled prior to age 55, he will be entitled to receive an immediate Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement; 2) if he dies prior to age 55, his spouse will be entitled to receive commencing as of the date he would have attained age 55 the survivor portion of an Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement; and 3) should he die on or after attaining age 55 and prior to retirement, his spouse would be entitled to receive the survivor portion of an immediate Philip Morris and Kraft Foods 100% Joint and Survivor pension benefit without reduction for early commencement.

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

Only that portion of Mr. Szymanczyk’s Supplemental Retirement Allowance that is his Grandfathered Supplemental Retirement Allowance shall be paid from this Plan. The remainder of such benefit awarded to him pursuant to the foregoing provisions of this Appendix I shall be paid pursuant to the terms of the Benefit Equalization Plan.

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Mr. Kevin P. Benner

Mr. Benner was designated as a participant in the Supplemental Management Employees’ Retirement Plan on June 8, 2008 by Michael E. Szymanczyk, Chairman & Chief Executive Officer, Altria Group, Inc.

In accordance with the provisions of Article II, Section A (1) of the Plan, Mr. Benner shall be credited with two months of benefit service for each month he continues employment on and after January 1, 2009, until he reaches age 60. Mr. Benner’s Supplemental Retirement Allowance shall be reduced as prescribed pursuant to Article II, Section D of the Plan, by the Actuarial Equivalent value of any benefits payable to him under other Company-sponsored retirement benefit plans for the same service.

This additional service also shall apply in determining his credited service for purposes of the required service-related contribution for retiree health care coverage. The additional service does not apply to any benefit payable by the Company that is applicable to service while at Kraft Foods.

Any Supplemental Retirement Allowance or derivative thereof accrued on and after January 1, 2005 may be paid on a before-tax basis or on an after-tax basis in the sole and absolute discretion of the Administrator, using a methodology consistent with that used to calculate the After-Tax BEP Combined Allowance (converted to a pre-tax amount) of a TP Employee under the Benefit Equalization Plan.

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EX-10.40

Exhibit 10.40

Altria Group, Inc.

Deferred Fee Plan for Non-Employee Directors

(as amended and restated effective April 24, 2008)

SECTION 1. Purposes; Definitions.

The purpose of the Plan is to afford each Non-Employee Director the option to elect to defer the receipt of all or part of his or her Compensation until such future date as he or she may elect pursuant to the terms and conditions of the Plan.

This Plan was previously named the 1992 Compensation Plan for Non-Employee Directors. This Plan is hereby amended and restated effective April 24, 2008, and shall govern the rights of Participants on and after such date.

For purposes of the Plan, the following terms are defined as set forth below:

a. “Account” means an unfunded deferred compensation account established by the Company pursuant to the Deferred Fee Program, consisting of one or more Subaccounts established in accordance with Section 3.2.2.

b. “Allocation Date” means any date on which an amount representing all or a part of a Participant’s Compensation is to be credited to his or her Account pursuant to an effective Election Form. The Allocation Date for the Retainer shall be the first day of each calendar quarter.

c. “Beneficiary” means any person or entity designated as such in a current Election Form. If there is no valid designation or if no designated Beneficiary survives the Participant, the Beneficiary is the Participant’s estate.

d. “Board” means the Board of Directors of the Company.

e. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

f. “Common Stock” means the common stock, $0.33 ¹/ 3 par value, of the Company.

g. “Company” means Altria Group, Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any successor corporation.

h. “Compensation” means the sum of the Retainers payable by the Company to each Participant.

i. “Deferral Election” means the election by a Participant on an Election Form to defer the payment of all or part of his or her Compensation to be earned and payable after the applicable effective date set forth in Sections 2.1.1 or 2.1.2.

j. “Deferred Amount” means the amount of Compensation (determined as a percentage of the Retainers) subject to a current deferral election.

k. “Deferred Fee Program” means the provisions of the Plan that permit Participants to defer all or part of their Compensation.

l. “Disability” means permanent and total disability within the meaning of Code section 409A, as determined under procedures established by the Board for purposes of the Plan.

m. “Distribution Date” means the date designated by a Participant in accordance with Sections 3.3.1 and 3.3.2 for the commencement of payment of amounts credited to his or her Account.

n. “Election Date” means the date an Election Form is received by the Secretary of the Company.

o. “Election Form” means a valid Deferred Fee Program Initial Election Form or Modified Election Form properly completed and signed.

p. “Exchange Act” means the Securities Exchange Act of 1934, as from time to time amended.

q. “Extraordinary Distribution Request Date” means the date an Extraordinary Distribution Request Form is received by the Secretary of the Company.

s. “Extraordinary Distribution Request Form” means the Deferred Fee Program Extraordinary Distribution Request Form properly completed and executed by a Participant or Beneficiary who wishes to request an extraordinary distribution of amounts credited to his or her Account in accordance with Section 3.3.3.

t. “Fund” means any one of the investment vehicles in which the trust fund established under the trust agreement, as amended from time to time, entered into by the Company in connection with the Profit-Sharing Plan, is invested.

u. “Non-Employee Director” means each member of the Board who is not a full-time employee of the Company (or any corporation in which the Company owns, directly or indirectly, stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote in the election of directors in such corporation).

v. “Participant” means a Non-Employee Director and a Director Emeritus. A Participant shall also include a person who was, but is no longer, a member of the Board as long as an Account is being maintained for his or her benefit.

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w. “Plan” means the Altria Group, Inc. Deferred Fee Plan for Non-Employee Directors.

x. “Profit-Sharing Plan” means the Altria Group, Inc. Deferred Profit-Sharing Plan, effective as of January 1, 1956, as amended from time to time.

y. “Retainer” means the portion of a Participant’s Compensation that is fixed and paid without regard to his or her attendance at meetings, but shall not include amounts credited to a Participant’s account under the Stock Compensation Plan for Non-Employee Directors or the Unit Plan for Incumbent Non-Employee Directors.

z. “Subaccount” means one of the bookkeeping accounts established within each Participant’s Account in accordance with Section 3.2.2.

aa. “Transfer Election Date” means the date set forth on a Transfer Form.

bb. “Transfer Form” means a valid Deferred Fee Program Transfer Election Form completed and signed by a Participant or Beneficiary.

SECTION 2. Eligibility.

Each Non-Employee Director shall be eligible to participate in the Deferred Fee Program.

SECTION 3. Deferred Fee Program.

3.1 Participation.

3.1.1 Deferral Elections.

A Non-Employee Director may elect to defer all or a part of his or her Compensation to be earned and payable thereafter by completing and executing an Election Form and delivering it to the Secretary of the Company. Any Deferral Election relating to a Retainer shall be in integral multiples of twenty-five percent (25%) of the Retainer.

The Participant shall indicate on the Initial Election Form:

a. the percentage of each type of Retainer that he or she wishes to defer;

b. the Distribution Date;

c. whether distributions are to be in a lump sum, in installments or a combination thereof;

d. the Participant’s Beneficiary or Beneficiaries; and

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e. the Subaccounts to which the Deferred Amount is to be allocated.

A Deferral Election shall become effective with respect to a Participant’s selected Retainer(s) accruing on and after the first day of the calendar year following the Election Date and shall remain in effect with respect to all future Compensation until a new Deferral Election made by the Participant in accordance with Section 3.1.2 or Section 3.1.3 becomes effective. In the case of a newly eligible Participant, however, a Deferral Election may be made no later than 30 days after first becoming eligible for this Plan and any other Plan required to be aggregated with this Plan under Code section 409A and the regulations and other guidance thereunder, and shall not be effective with respect to Compensation to which the Participant becomes entitled as a result of services performed on or before the Election Date.

3.1.2 Change of Deferral Election.

A Participant may change his or her deferral election with respect to Compensation to be earned and payable in a subsequent calendar year by completing and executing a Modified Election Form and delivering it to the Secretary of the Company. A change to increase or decrease the amount of future Retainer(s) to be deferred shall be effective only with respect to Compensation accruing on and after the first day of the calendar year following the Election Date.

3.1.3 Cessation of Deferrals.

A Participant may cease to defer future Compensation in the Deferred Fee Program by completing and executing a Modified Election Form, and delivering it to the Secretary of the Company. An election by a Participant to cease deferrals in the Deferred Fee Program shall become effective with respect to a Participant’s Retainer(s) on or after the first day of the first calendar year that begins after the Election Date.

3.1.4 Beneficiary Election Modification.

A Participant shall be permitted at any time to modify his or her Beneficiary election, effective as of the Election Date, by completing and executing a Modified Election Form and delivering it to the Secretary of the Company.

3.2 Investments.

3.2.1 Accounts.

The Company shall establish an Account for each Participant and for each Beneficiary to whom installment distributions are being made. On each Allocation Date, the Company shall allocate to each Participant’s Account an amount equal to his or her Deferred Amount.

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3.2.2 Subaccounts.

The Company shall establish within each Account one or more Subaccounts, which shall be credited with earnings and charged with losses, if any, on the same basis as the corresponding Fund, as the same may change from time to time, under the Profit-Sharing Plan (except with respect to Subaccount D); as of the date hereof, the Subaccounts are, respectively:

Subaccount A – a bookkeeping account whose value shall be based on a theoretical investment in the U.S. Obligations Fund of the Profit-Sharing Plan.

Subaccount B – a bookkeeping account whose value shall be based on a theoretical investment in the Equity Index Fund of the Profit-Sharing Plan.

Subaccount C – a bookkeeping account whose value shall be based on a theoretical investment in the Interest Income Fund of the Profit-Sharing Plan.

Subaccount D – a bookkeeping account whose value shall be based on a theoretical investment in the number of shares of Common Stock determined by dividing the Deferred Amount by the fair market value of a share of Common Stock on the date the Deferred Amount is credited to Subaccount D.

Subaccount E – a bookkeeping account whose value shall be based on a theoretical investment in the Balanced Fund of the Profit-Sharing Plan.

Subaccount F – a bookkeeping account whose value shall be based on a theoretical investment in the International Equity Fund of the Profit-Sharing Plan.

Subaccount G – a bookkeeping account whose value shall be based on a theoretical investment in the US Mid/Small Cap Fund of the Profit-Sharing Plan.

Subaccount H – a bookkeeping account whose value shall be based on a theoretical investment in the Euro Equity Fund of the Profit Sharing Plan.

To the extent additional funds are provided under the Profit-Sharing Plan, the Secretary of the Company or his designee is authorized to establish corresponding Subaccounts under the Plan. The Secretary or his designee is authorized to limit or prohibit new investments or transfers into any Subaccount.

Subject to the provisions of Sections 3.2.3 and 3.2.4, on each Allocation Date, each Participant’s Subaccounts shall be credited with an amount equal to the Deferred Amount designated by the Participant for allocation to such Subaccounts. Each Subaccount shall be credited with earnings and charged with losses as if the amounts allocated thereto had been invested in the corresponding Fund, provided that Subaccount D shall be credited with additional shares of Common Stock based on the amount of cash dividends that are paid from time to time

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on the number of shares of Common Stock with respect to which the Subaccount’s value is determined.

The value of any Subaccount at any relevant time shall be determined as if all amounts credited thereto had been invested in the corresponding Fund; provided, however, that if as a result of adjustments or substitutions in connection with an event described in the second paragraph of Section 4 of the Company’s Stock Compensation Plan for Non-Employee Directors or the corresponding provision of any successor thereto, a participant has received or receives with respect to Subaccount D rights or amounts measured by reference to stock other than Common Stock, then any crediting of amounts to reflect dividends with respect to such other stock shall be allocated among and treated as invested proportionately in the Subaccounts most recently in effect for the investment of Compensation deferred by the Participant.

3.2.3 Investment Directions.

In connection with his or her initial Deferral Election, each Participant shall make an investment direction on his or her Initial Election Form with respect to the portion of such Participant’s Deferred Amount that is to be allocated to a Subaccount. Any apportionment of Deferred Amounts (and of increases or decreases in Deferred Amounts) among the Subaccounts shall be in integral multiples of one percent (1%). An investment direction shall become effective with respect to any Subaccount on the first day of the calendar month following the Election Date. All investment directions shall be irrevocable and shall remain in effect with respect to all future Deferred Amounts until a new irrevocable investment direction made by the Participant in accordance with Section 3.2.4 becomes effective.

3.2.4 New Investment Directions.

A Participant may make a new investment direction with respect to his or her Deferred Amount only by completing and executing a Modified Election Form and delivering it to the Secretary of the Company. A new investment direction shall become effective with respect to any Subaccount on the first day of the calendar month following the Election Date.

3.2.5 Investment Transfers.

A Participant or a Beneficiary (after the death of the Participant may transfer to one or more different Subaccounts all or a part (not less than one percent (1%)) of the amounts credited to a Subaccount by completing and executing a Transfer Form and delivering it to the Secretary of the Company; provided however that no Transfer Form may be submitted by a Participant who is subject to Section 16 of the Exchange Act, if a Transfer Form requesting an opposite way transfer had been submitted by such Participant within the preceding six months.

Any transfer of amounts among Subaccounts shall become effective on the first day of the calendar month following the Transfer Election Date.

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3.3 Distributions.

3.3.1 Distribution Elections.

Each Participant shall designate on his or her Election Form one of the following dates as a Distribution Date with respect to amounts credited to his or her Account thereafter:

a. the fifteenth day of the calendar month following the Participant’s separation from service, including by reason of Disability or the Participant’s death;

b. the fifteenth day of the earlier of (i) a calendar month specified by the Participant which is at least six months after the Election Date or (ii) the calendar month following the Participant’s death; or

c. the earlier to occur of a or b.

A Distribution Date election shall be effective only with respect to amounts attributable to service by the Participant on and after the Election Date and subsequent earnings credited with respect to such amounts. Any election by a Participant for his or her Account to be paid upon his or her separation from service shall be applied in accordance with Internal Revenue Code section 409A. No separation from service shall be deemed to occur until the Director ceases to serve on any and all of the Board of Directors of the Company and the board of directors of any other company with respect to which his service as a director began while such other company was a subsidiary of the Company.

A Participant may request on his or her Election Form that distributions from his or her Account be made in (i) a lump sum, (ii) no more than one-hundred eighty (180) monthly, sixty (60) quarterly or fifteen (15) annual installments or (iii) a combination of (i) and (ii). Each installment shall be determined by dividing the Account balance by the number of remaining installments. If a Participant receives a distribution from a Subaccount on an installment basis, amounts remaining in such Subaccount before payment shall continue to accrue earnings and incur losses in accordance with the terms of Section 3.2.2. Except as stated in the next paragraph, all distributions shall be made to the Participant.

Upon the Participant’s death, the balance remaining in the Participant’s Account shall be payable to his or her Beneficiaries as set forth on the Participant’s current Election Form or Forms. Upon the death of a Beneficiary who is receiving distributions in installments, the balance remaining in the Account of the Beneficiary shall be payable to his or her estate in a lump sum, without interest, except to the extent that the Secretary of the Company permits a Participant to elect otherwise in accordance with the procedures of this Section 3.3, taking into account administrative feasibility and other constraints.

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All distributions shall be paid in cash and, except as provided in Section 3.3.3, shall be deemed to have been made from each Subaccount pro rata.

3.3.2 Modified Distribution Elections.

A Participant may modify his or her election as to Distribution Date and distribution form with respect to Compensation attributable to future service, with such modification to be effective beginning with the next calendar year and continuing thereafter, by completing and executing a modified Election Form and delivering it to the Secretary of the Company.

Notwithstanding any contrary provisions of this Plan other than the general requirement of compliance with the provisions of Code section 409A, Participants shall be offered the opportunity to elect on or before December 31, 2008, to change their existing elections as to the time or form of distribution of amounts credited to their Account, provided that the election shall apply only to amounts that would not otherwise be payable in 2008 and shall not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.

3.3.3 Extraordinary Distributions.

Notwithstanding the foregoing, a Participant or Beneficiary (after the death of the Participant) may request an extraordinary distribution of all or part of the amount credited to his or her Account because of hardship. A distribution shall be deemed to be “because of hardship” if such distribution is necessary to alleviate or satisfy an immediate and heavy financial need of the Participant and otherwise satisfies the requirements for the occurrence of an “unforeseeable emergency” within the meaning of Code section 409A(a)(2).

A request for an extraordinary distribution shall be made by completing and executing an Extraordinary Distribution Request Form and delivering it to the Secretary of the Company. All extraordinary distributions shall be subject to approval by the Nominating, Corporate Governance and Social Responsibility Committee of the Board.

The Extraordinary Distribution Request Form shall indicate:

a. the amount to be distributed from the Account;

b. the Subaccount(s) from which the distribution is to be made; and

c. the “hardship” requiring the distribution.

The amount of any extraordinary distribution shall not exceed the amount determined by the Nominating, Corporate Governance and Social Responsibility Committee of the Board to be required to meet the immediate financial need of the applicant.

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An extraordinary distribution shall be made with respect to amounts credited to each Subaccount on the first day of the calendar month next following approval of the extraordinary distribution request by the Nominating, Corporate Governance and Social Responsibility Committee of the Board. Upon approval of an extraordinary distribution request, any Deferral Election in place shall be cancelled prospectively. A Participant may make a new Deferral Election for a future year in accordance with Section 3.1.2.

SECTION 4. General Provisions.

4.1 Unfunded Plan.

It is intended that the Plan constitute an “unfunded” plan for deferred compensation. The Company may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan; provided, however, that, unless the Company otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan. Any liability of the Company to any person with respect to any grant under the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Company.

4.2 Rules of Construction.

The Plan shall be construed and interpreted in accordance with Virginia law. Headings are given to the sections of the Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law. Notwithstanding anything in this Plan to the contrary, the Plan shall be construed to reflect the intent of the Company that all elections to defer, distributions, and other aspects of the Plan shall comply with Code section 409A and any regulations and other guidance thereunder. The Plan is also intended to be construed so that participation in the Plan will be exempt from Section 16(b) of the Exchange Act pursuant to regulations and interpretations issued from time to time by the Securities and Exchange Commission.

4.3 Withholding.

No later than the date as of which an amount first becomes includible in the gross income of the Participant for Federal income tax purposes with respect to any participation under the Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount.

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4.4 Amendment.

The Plan may be amended by the Board, but no amendment shall be made that would impair prior Common Stock awards or the rights of a Participant to his or her Account without his or her consent. In addition, no amendment may become effective until shareholder approval is obtained if the amendment (i) materially increases the benefits accruing to Participants under the Plan or (ii) modifies the eligibility requirements for participation in the Plan.

4.5 Duration of Plan.

The Company hopes to continue the Plan indefinitely, but reserves the right to terminate the Plan by appropriate action of the Board at any time. Upon termination of the Plan, amounts then credited to each Account shall be paid in accordance with the Distribution Election then governing such Account or as otherwise provided in Section 3.3.1.

4.6 Assignability.

No Participant or Beneficiary shall have the right to assign, pledge or otherwise transfer any payments to which such Participant or Beneficiary may be entitled under the Plan other than by will or by the laws of descent and distribution or pursuant to a domestic relations order that meets the relevant requirements of a “qualified domestic relations order” (as defined by Section 414(p) of the Code).

4.7 Adoption of Procedures

The Secretary of the Company shall have the authority to adopt such procedures as are appropriate to administer the Plan.

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EX-10.41

Exhibit 10.41

STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(as amended and restated effective April 24, 2008)

Section 1. Purpose; Definitions.

The purposes of the Plan are (i) to assist the Company in promoting a greater identity of interest between the Company’s Non-Employee Directors and the Company’s stockholders; and (ii) to assist the Company in attracting and retaining Non-Employee Directors by affording them an opportunity to share in the future successes of the Company.

For purposes of the Plan, the following terms are defined as set forth below:

(a) “Award” means the grant under the Plan (or, to the extent relevant, under any Prior Directors Plan) of Common Stock, Stock Options, or Other Stock-Based Awards.

(b) “Board” means the Board of Directors of the Company.

(c) “Committee” means the Nominating, Corporate Governance and Social Responsibility Committee of the Board or a subcommittee thereof, any successor thereto or such other committee or subcommittee as may be designated by the Board to administer the Plan.

(d) “Common Stock” or “Stock” means the Common Stock of the Company.

(e) “Company” means Altria Group, Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any successor thereto.

(f) “Deferred Stock” means an unfunded obligation of the Company, represented by an entry on the books and records of the Company, to issue one share of Common Stock on the date of distribution.

(g) “Deferred Stock Account” means the unfunded deferred compensation account established by the Company with respect to each participant who elects to participate in the Deferred Stock Program in accordance with Section 7 of the Plan.

(h) “Deferred Stock Program” means the provisions of Section 7 of the Plan that permit participants to defer all or part of any Award of Stock pursuant to Section 5(a) of the Plan.

(i) “Fair Market Value” means, as of any given date, the average of the highest and lowest reported sales prices of the Common Stock on the New York Stock Exchange-Composite Transactions or, if no such sale of Common Stock is reported on such date, the fair market value of the Stock as determined by the Committee in good faith; provided, however, that the Committee may in its discretion designate the actual sales price as Fair Market Value in the case of dispositions of Common Stock under the Plan. In the case of Stock Options or similar Other Stock-Based Awards, for purposes of Section 5(a), Fair Market Value means, as of any given date, the Black-Scholes or similar value determined based on the assumptions used for purposes of the Company’s most recent financial reporting.

(j) “Non-Employee Director” means each member of the Board who is not a full-time employee of the Company or of any corporation in which the Company owns, directly or indirectly, stock possessing at least 50% of the total combined voting power of all classes of stock entitled to vote in the election of directors in such corporation.

(k) “Other Stock-Based Award” means an Award, other than a Stock Option or Deferred Stock, that is denominated in, valued in whole or in part by reference to, or otherwise based on or related to, Common Stock.

(l) “Plan” means this Stock Compensation Plan for Non-Employee Directors, as amended from time to time.

(m) “Plan Year” means the period commencing at the opening of business on the day on which the Company’s annual meeting of stockholders is held and ending on the day immediately preceding the day on which the Company’s next annual meeting of stockholders is held.

(n) “Prior Directors Plans” shall mean the Company’s 1992 Compensation Plan for Non-Employee Directors, the 2000 Stock Compensation Plan for Non-Employee Directors, the 2005 Stock Compensation Plan for Non-Employee Directors, the 2005 Stock Compensation Plan, as amended and restated effective August 31, 2007 (the pre-amendment version of this Plan), and any subplans thereof.

(o) “Stock Option” means a right granted to a Non-Employee Director to purchase a share of Stock at a price equal to the Fair Market Value on the date of grant. Any Stock Options granted pursuant to the Plan shall be nonqualified stock options.

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Section 2. Administration.

The Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules and guidelines for carrying out the Plan and appoint such delegates as it may deem appropriate. The Committee shall have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with the laws, regulations, compensation practices and tax and accounting principles of the countries in which Non-Employee Directors reside or are citizens of and to meet the objectives of the Plan.

Any determination made by the Committee in accordance with the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee, and all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants.

Section 3. Eligibility.

Only Non-Employee Directors shall be granted Awards under the Plan.

Section 4. Common Stock Subject to the Plan.

The total number of shares of Common Stock reserved and available for distribution pursuant to the Plan shall be 1,000,000. If any Stock Option or Other Stock-Based Award is forfeited or expires without the delivery of Common Stock to a participant, the shares subject to such Award shall again be available for distribution in connection with Awards under the Plan. Any shares of Common Stock that are used by a participant as full or partial payment of withholding or other taxes or as payment for the exercise price of an Award shall be available for distribution in connection with Awards under the Plan.

In the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after adoption of the Plan by the Board, the Committee is authorized to and shall make such adjustments or substitutions with respect to the Plan and any Prior Directors Plan and to Awards granted thereunder as it deems appropriate to reflect the occurrence of such event, including, but not limited to, adjustments (A) to the aggregate number and kind of securities reserved for issuance under the Plan, (B) to the Award amounts set forth in Section 5(a), and (C) to the number and kind of securities subject to outstanding Awards and, if applicable, to the grant or exercise price of outstanding Awards. In connection with any such event, the Committee is also authorized to provide for the payment of any outstanding Awards in cash, including, but not limited to, payment of cash in lieu of any fractional Awards, provided that any such payment shall comply with the requirements of Internal Revenue Code section 409A.

Section 5. Awards.

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(a) Annual Awards. On the first day of each Plan Year, each Non-Employee Director serving as such immediately after the annual meeting held on such day shall receive an Award having a Fair Market Value equal to $140,000 (with any fractional share being rounded up to the next whole share) or such greater amount as the Committee determines in its discretion. Such Award shall be made in the form of Common Stock, Stock Options, Other Stock-Based Awards, or a combination of the foregoing as the Committee determines in its discretion.

(b) Terms of Awards.

(i) Awards pursuant to Section 5(a) that are denominated in Common Stock are eligible for participation in the Deferred Stock Program described in Section 7.

(ii) The term of each Stock Option or similar Other Stock-Based Award shall be ten years. Each Stock Option or similar Other Stock-Based Award shall vest in not less than six months (or such longer period set forth in the Award agreement) and shall be forfeited if the participant does not continue to be a Non-Employee Director for the duration of the vesting period, unless the participant ceases to be a Non-Employee Director by reason of the participant’s death or disability. Subject to the applicable Award agreement, Stock Options or similar Other Stock-Based Awards may be exercised, in whole or in part, by giving written notice of exercise specifying the number of shares to be purchased. Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept (including, to the extent the Committee determines such a procedure to be acceptable, a copy of instructions to a broker or bank acceptable to the Company to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the purchase price). As determined by the Committee, payment in full or in part may also be made in the form of Common Stock already owned by the Non-Employee Director valued at Fair Market Value; provided, however, that such Common Stock shall not have been acquired by the optionee within the six months following the exercise of a Stock Option or similar Other Stock-Based Award, within six months after the lapse of any restrictions on an Other Stock-Based Award, or within six months after the receipt of Common Stock from the Company, whether in settlement of any Award or otherwise.

Section 6. Award Agreements.

Each Award of a Stock Option or Other Stock-Based Award under the Plan shall be evidenced by a written agreement (which need not be signed by the Award recipient unless otherwise specified by the Committee) that sets forth the terms, conditions and limitations for each such Award.

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Section 7. Payments and Payment Deferrals.

(a) Each participant may elect to participate in a Deferred Stock Program with respect to Awards of Common Stock granted under Section 5(a). The Deferred Stock Program shall be administered in accordance with the terms of this Section 7, provided that the Committee may modify the terms of the Deferred Stock Program or may require deferral of the payment of Awards under such rules and procedures as it may establish. Any deferral election shall be made at a time and for such period as shall satisfy the requirements of Internal Revenue Code section 409A(a)(4).

(b) Any election to have the Company establish a Deferred Stock Account shall be made in terms of integral multiples of 25% of the number of shares of Common Stock that the participant otherwise would have been granted on each date of grant, shall be made no later than the last day of the calendar year immediately preceding the date of grant (or in the case of a participant who is first becoming eligible for this Plan and any other Plan required to be aggregated with this Plan under Internal Revenue Code section 409A and the regulations and other guidance thereunder, no later than 30 days after the participant first becomes eligible and before the date of grant), and shall specify the time and form of distribution of the participant’s Deferred Stock Account in a manner complying with Internal Revenue Code section 409A(a)(2) and (3). Any such election (including an existing election to participate in the Deferred Stock Program under the Prior Directors Plans) shall remain in effect for purposes of the Plan until the participant executes (i) a new election applicable to any grants denominated in Common Stock to be made in years after the year in which the new election is made or (ii) an election not to participate in the Deferred Stock Program for Common Stock grants in such future years. New elections pursuant to clause (i) of the preceding sentence may be made only to the extent permitted under rules and procedures established by the Committee taking into account administrative feasibility and other constraints. Notwithstanding the foregoing, participants shall be offered the opportunity to elect on or before December 31, 2008, to change their existing elections as to the time or form of distribution of amounts credited to their Deferred Stock Accounts, provided that the election shall apply only to amounts that would not otherwise be payable in 2008 and shall not cause an amount to be paid in 2008 that would not otherwise be payable in 2008.

(c) The Deferred Stock Account of a participant who elects to participate in the Deferred Stock Program shall be credited with shares of Deferred Stock equal to the number of shares of Common Stock that the participant elected to receive as Deferred Stock. The Deferred Stock Account shall thereafter be credited with amounts equal to the cash dividends that would have been paid had the participant held a number of shares of Common Stock equal to the number of shares of Deferred Stock in the participant’s Deferred Stock Account, and any such amounts shall be treated as invested in additional shares of Deferred Stock. Effective at the conclusion of the 2005 Annual Meeting of Shareholders, any amounts held in a participant’s Deferred Stock Account pursuant to deferrals under the Prior Directors Plans shall be treated as invested in the number of shares of Deferred Stock determined by dividing the value of the participant’s Deferred

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Stock Account on such date by the Fair Market Value of one share of Common Stock on such date.

(d) If as a result of adjustments or substitutions in connection with an event described in the second paragraph of Section 4 of this Plan, a participant has received or receives with respect to Deferred Stock credited to the participant’s Deferred Stock Account rights or amounts measured by reference to stock other than Common Stock, (i) such rights or amounts shall be treated as subject to elections made, crediting of the participant’s account, and any other matters relating to this Plan in a manner parallel to the treatment of Deferred Stock under the Plan, provided that any crediting of amounts to reflect dividends with respect to such other stock shall be treated as invested in additional Deferred Stock rather than such other stock, and (ii) within 12 months following the event described in Section 4, the participant shall be offered the opportunity to convert the portion of his or her account measured by reference to such other stock to Deferred Stock with the same Fair Market Value (rounded as necessary to reflect fractional shares) as of the date of such conversion.

(e) Any election by a participant for his or her Deferred Stock Account to be paid upon his or her separation from service as a member of the Board shall be applied in accordance with Internal Revenue Code section 409A. No separation from service shall be deemed to occur until the participant ceases to serve on any and all of the Board of Directors of the Company and the board of directors of any other company with respect to which his service as a director began while such other company was a subsidiary of the Company.

(f) The Deferred Stock Program shall be administered under such rules and procedures as the Committee may from time to time establish, including rules with respect to elections to defer, beneficiary designations and distributions under the Deferred Stock Program. Notwithstanding anything in this Plan to the contrary, all elections to defer, distributions, and other aspects of the Deferred Stock Program shall be made in accordance with and shall comply with Internal Revenue Code section 409A and any regulations and other guidance thereunder.

Section 8. Plan Amendment and Termination.

The Board may amend or terminate the Plan at any time without stockholder approval, including, but not limited to, any amendments necessary to comply with section 409A of the Internal Revenue Code of 1986, as amended, and any regulations and other guidance thereunder; provided, however, that no amendment shall be made without stockholder approval if such approval is required under applicable law, regulation, or stock exchange rule, or if such amendment would: (i) decrease the grant or exercise price of any Stock Option or a similar Other Stock-Based Award to less than the Fair Market Value on the date of grant (except as contemplated by Section 4); or (ii) increase the total number of shares of Common Stock that may be distributed under the Plan. Except as may be necessary to comply with a change in the laws, regulations or accounting principles of a

6

foreign country applicable to participants subject to the laws of such foreign country, the Committee may not, without stockholder approval, cancel any Stock Option or similar Other Stock-Based Award and substitute therefor a new Stock Option or Other Stock-Based Award with a lower exercise price. Except as set forth in any Award agreement or as necessary to comply with applicable law or avoid adverse tax consequences to some or all Award recipients, no amendment or termination of the Plan may materially and adversely affect any outstanding Award under the Plan without the Award recipient’s consent.

Section 9. Transferability.

Unless otherwise required by law, Awards shall not be transferable or assignable other than by will or the laws of descent and distribution.

Section 10. Unfunded Status Plan.

It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

Section 11. General Provisions.

(a) The Committee may require each person acquiring shares of Common Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Common Stock or other securities delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission (or any successor agency), any stock exchange upon which the Common Stock is then listed, and any applicable Federal, state or foreign securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

(b) Nothing contained in the Plan shall prevent the Company from adopting other or additional compensation arrangements for Non-Employee Directors.

(c) Nothing in the Plan or in any Award agreement shall confer upon any grantee the right to continued service as a member of the Board.

7

(d) No later than the date as of which an amount first becomes includable in the gross income of the participant for income tax purposes with respect to any Award under the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind that are required by law or applicable regulation to be withheld with respect to such amount. Unless otherwise determined by the Committee, withholding obligations arising from an Award may be settled with Common Stock, including Common Stock that is part of, or is received upon exercise of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company, shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. The Committee may establish such procedures as it deems appropriate, including the making of irrevocable elections, for the settling of withholding obligations with Common Stock.

(e) The terms of this Plan shall be binding upon and shall inure to the benefit of any successor to Altria Group, Inc. and any permitted successors or assigns of a grantee.

(f) The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in an Award, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Virginia, to resolve any and all issues that may arise out of or relate to the Plan or any related Award. Notwithstanding anything in this Plan to the contrary, the Plan shall be construed to reflect the intent of the Company that all elections to defer, distributions, and other aspects of the Plan shall comply with Internal Revenue Code section 409A and any regulations and other guidance thereunder.

(g) If any provision of the Plan is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be enforced and construed as if such provision had not been included.

(h) The Plan was approved by shareholders and became effective at the conclusion of the 2005 Annual Meeting of Shareholders. Except as otherwise provided by the Board, no Awards shall be made after the Awards made immediately following the 2015 Annual Meeting of Shareholders, provided that any Awards granted prior to that date may extend beyond it.

8

EX-12

Exhibit 12

ALTRIA GROUP, INC. AND SUBSIDIARIES

Computation of Ratios of Earnings to Fixed Charges

(in millions of dollars)

	For the Years Ended December 31,
	2008			2007			2006			2005			2004
Earnings from continuing operations before income taxes	$	4,789		$	4,678		$	4,753		$	4,123		$	4,083
Add (Deduct):
Equity in net earnings of less than 50% owned affiliates		(471	)		(516	)		(466	)		(447	)		(524	)
Dividends from less than 50% owned affiliates		249			224			193			168			148
Fixed Charges		529			888			1,613			1,881			1,787
Interest capitalized, net of amortization		(9	)		(5	)		—			5			6
Earnings available for fixed charges	$	5,087		$	5,269		$	6,093		$	5,730		$	5,500
Fixed Charges:
Interest incurred (A):
Consumer Products	$	451		$	697		$	1,283		$	1,525		$	1,427
Financial Services		38			54			81			107			94
		489			751			1,364			1,632			1,521
Portion of rent expense deemed to represent interest factor		40			137			249			249			266
Fixed Charges	$	529		$	888		$	1,613		$	1,881		$	1,787
Ratio of earnings to fixed charges (B)		9.6			5.9			3.8			3.0			3.1

(A) Altria Group, Inc. includes interest relating to uncertain tax positions in its provision for income taxes, therefore such amounts are not included in fixed charges in the computation.

(B) Computation includes interest incurred and the portion of rent expense deemed to represent the interest factor from the discontinued operations of Philip Morris International Inc. and Kraft Foods Inc. in fixed charges. Excluding these amounts from fixed charges, the ratio of earnings to fixed charges from continuing operations would have been 12.5, 9.5, 7.6, 5.7, and 5.7 for the years ended December 31, 2008, 2007, 2006, 2005 and 2004, respectively.

EX-13

Exhibit 13

Financial Review

Financial Contents
Selected Financial Data — Five-Year Review	page 18
Consolidated Statements of Earnings	page 19
Consolidated Balance Sheets	page 20
Consolidated Statements of Cash Flows	page 22
Consolidated Statements of Stockholders’ Equity	page 24
Notes to Consolidated Financial Statements	page 25
Management’s Discussion and Analysis of Financial Condition and Results of Operations	page 76
Report of Independent Registered Public Accounting Firm	page 99
Report of Management on Internal Control Over Financial Reporting	page 100
Guide To Select Disclosures For easy reference, areas that may be of interest to investors are highlighted in the index below.
Asset Impairment and Exit Costs—Note 3	page 31
Benefit Plans—Note 16 includes a discussion of pension plans	page 42
Capital Stock—Note 11	page 37
Contingencies—Note 20 includes a discussion of the litigation environment	page 48
Finance Assets, net—Note 8 includes a discussion of leasing activities	page 33
Long-Term Debt—Note 10	page 36
Segment Reporting—Note 15	page 41
Short-Term Borrowings and Borrowing Arrangements—Note 9	page 35
Stock Plans—Note 12 includes a discussion of stock compensation	page 37

17

Selected Financial Data — Five-Year Review

(in millions of dollars, except per share data)

		2008			2007			2006			2005			2004
Summary of Operations:
Net revenues		$	19,356		$	18,664		$	18,790		$	18,452		$	17,901
Cost of sales			8,270			7,827			7,387			7,274			6,956
Excise taxes on products			3,399			3,452			3,617			3,659			3,694
Operating income			4,882			4,373			4,518			4,104			4,082
Interest and other debt expense, net			167			205			225			427			506
Equity earnings in SABMiller			467			510			460			446			507
Earnings from continuing operations before income taxes			4,789			4,678			4,753			4,123			4,083
Pre-tax profit margin from continuing operations			24.7	%		25.1	%		25.3	%		22.3	%		22.8	%
Provision for income taxes			1,699			1,547			1,571			1,574			1,502
Earnings from continuing operations			3,090			3,131			3,182			2,549			2,581
Earnings from discontinued operations, net of income taxes and minority interest			1,840			6,655			8,840			7,886			6,835
Net earnings			4,930			9,786			12,022			10,435			9,416
Basic earnings per share	— continuing operations		1.49			1.49			1.52			1.23			1.26
	— discontinued operations		0.89			3.17			4.24			3.81			3.34
	— net earnings		2.38			4.66			5.76			5.04			4.60
Diluted earnings per share	— continuing operations		1.48			1.48			1.51			1.22			1.25
	— discontinued operations		0.88			3.14			4.20			3.77			3.31
	— net earnings		2.36			4.62			5.71			4.99			4.56
Dividends declared per share			1.68			3.05			3.32			3.06			2.82
Weighted average shares (millions) — Basic			2,075			2,101			2,087			2,070			2,047
Weighted average shares (millions) — Diluted			2,087			2,116			2,105			2,090			2,063
Capital expenditures			241			386			399			299			243
Depreciation			208			232			255			269			269
Property, plant and equipment, net (consumer products)			2,199			2,422			2,343			2,259			2,278
Inventories (consumer products)			1,069			1,254			1,605			1,821			1,780
Total assets			27,215			57,746			104,531			107,949			101,648
Total long-term debt			7,339			2,385			5,195			6,459			8,960
Total debt — consumer products			6,974			4,239			4,580			6,462			7,740
— financial services			500			500			1,119			2,014			2,221
Stockholders’ equity			2,828			18,902			39,789			35,707			30,714
Common dividends declared as a % of Basic EPS			70.6	%		65.5	%		57.6	%		60.7	%		61.3	%
Common dividends declared as a % of Diluted EPS			71.2	%		66.0	%		58.1	%		61.3	%		61.8	%
Book value per common share outstanding			1.37			8.97			18.97			17.13			14.91
Market price per common share — high/low			79.59-14.34			90.50-63.13			86.45-68.36			78.68-60.40			61.88-44.50
Closing price of common share at year end			15.06			75.58			85.82			74.72			61.10
Price/earnings ratio at year end — Basic			6			16			15			15			13
Price/earnings ratio at year end — Diluted			6			16			15			15			13
Number of common shares outstanding at year end (millions)			2,061			2,108			2,097			2,084			2,060
Number of employees			10,400			84,000			175,000			199,000			156,000

The Selected Financial Data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 1. Background and Basis of Presentation (“Note 1”) to the consolidated financial statements. As discussed in Note 1, in 2008, Altria Group, Inc. corrected its 2007 and 2006 financial statements to record its share of other comprehensive earnings or losses of SABMiller plc.

18

Consolidated Statements of Earnings

(in millions of dollars, except per share data)

for the years ended December 31,	2008			2007			2006
Net revenues	$	19,356		$	18,664		$	18,790
Cost of sales		8,270			7,827			7,387
Excise taxes on products		3,399			3,452			3,617
Gross profit		7,687			7,385			7,786
Marketing, administration and research costs		2,753			2,784			3,113
Asset impairment and exit costs		449			442			52
Gain on sale of corporate headquarters building		(404	)
(Recoveries) provision (from) for airline industry exposure					(214	)		103
Amortization of intangibles		7
Operating income		4,882			4,373			4,518
Interest and other debt expense, net		167			205			225
Loss on early extinguishment of debt		393
Equity earnings in SABMiller		(467	)		(510	)		(460	)
Earnings from continuing operations before income taxes		4,789			4,678			4,753
Provision for income taxes		1,699			1,547			1,571
Earnings from continuing operations		3,090			3,131			3,182
Earnings from discontinued operations, net of income taxes and minority interest		1,840			6,655			8,840
Net earnings	$	4,930		$	9,786		$	12,022
Per share data:
Basic earnings per share:
Continuing operations	$	1.49		$	1.49		$	1.52
Discontinued operations		0.89			3.17			4.24
Net earnings	$	2.38		$	4.66		$	5.76
Diluted earnings per share:
Continuing operations	$	1.48		$	1.48		$	1.51
Discontinued operations		0.88			3.14			4.20
Net earnings	$	2.36		$	4.62		$	5.71

See notes to consolidated financial statements.

19

Consolidated Balance Sheets

(in millions of dollars, except share and per share data)

at December 31,	2008		2007
Assets
Consumer products
Cash and cash equivalents	$	7,916	$	4,842
Receivables (less allowances of $3 in 2008 and 2007)		44		83
Inventories:
Leaf tobacco		727		861
Other raw materials		145		160
Finished product		197		233
		1,069		1,254
Current assets of discontinued operations				14,767
Deferred income taxes		1,690		1,713
Other current assets		357		231
Total current assets		11,076		22,890
Property, plant and equipment, at cost:
Land and land improvements		174		171
Buildings and building equipment		1,678		1,787
Machinery and equipment		3,122		3,305
Construction in progress		370		363
		5,344		5,626
Less accumulated depreciation		3,145		3,204
		2,199		2,422
Goodwill		77		76
Other intangible assets, net		3,039		3,049
Prepaid pension assets				912
Investment in SABMiller		4,261		4,495
Long-term assets of discontinued operations				16,969
Other assets		1,080		870
Total consumer products assets		21,732		51,683
Financial services
Finance assets, net		5,451		6,029
Other assets		32		34
Total financial services assets		5,483		6,063
Total Assets	$	27,215	$	57,746

See notes to consolidated financial statements.

20

at December 31,	2008			2007
Liabilities
Consumer products
Current portion of long-term debt	$	135		$	2,354
Accounts payable		494			611
Payable to Philip Morris International Inc.		16			257
Accrued liabilities:
Marketing		374			327
Taxes, except income taxes		98			70
Employment costs		248			283
Settlement charges		3,984			3,986
Other		1,128			849
Income taxes					184
Dividends payable		665			1,588
Current liabilities of discontinued operations					8,273
Total current liabilities		7,142			18,782
Long-term debt		6,839			1,885
Deferred income taxes		351			1,155
Accrued pension costs		1,393			198
Accrued postretirement health care costs		2,208			1,916
Long-term liabilities of discontinued operations					8,065
Other liabilities		1,208			1,240
Total consumer products liabilities		19,141			33,241
Financial services
Long-term debt		500			500
Deferred income taxes		4,644			4,911
Other liabilities		102			192
Total financial services liabilities		5,246			5,603
Total liabilities		24,387			38,844
Contingencies (Note 20)
Stockholders’ Equity
Common stock, par value $0.33  1/3 per share (2,805,961,317 shares issued)		935			935
Additional paid-in capital		6,350			6,884
Earnings reinvested in the business		22,131			34,426
Accumulated other comprehensive (losses) earnings		(2,181	)		111
Cost of repurchased stock (744,589,733 shares in 2008 and 698,284,555 shares in 2007)		(24,407	)		(23,454	)
Total stockholders’ equity		2,828			18,902
Total Liabilities and Stockholders’ Equity	$	27,215		$	57,746

21

Consolidated Statements of Cash Flows

(in millions of dollars)

for the years ended December 31,	2008			2007			2006
Cash Provided by (Used in) Operating Activities
Earnings from continuing operations — Consumer products	$	3,065		$	2,910		$	3,059
— Financial services		25			221			123
Earnings from discontinued operations, net of income taxes and minority interest		1,840			6,655			8,840
Net earnings		4,930			9,786			12,022
Impact of earnings from discontinued operations, net of income taxes and minority interest		(1,840	)		(6,655	)		(8,840	)
Adjustments to reconcile net earnings to operating cash flows:
Consumer products
Depreciation and amortization		215			232			255
Deferred income tax provision (benefit)		121			101			(332	)
Equity earnings in SABMiller		(467	)		(510	)		(460	)
Dividends from SABMiller		249			224			193
Escrow bond for the Engle tobacco case					1,300
Escrow bond for the Price tobacco case								1,850
Asset impairment and exit costs, net of cash paid		197			333			7
Gain on sale of corporate headquarters building		(404	)
Loss on early extinguishment of debt		393
Income tax reserve reversal								(1,006	)
Cash effects of changes, net of the effects from acquired and divested companies:
Receivables, net		(84	)		162			150
Inventories		185			375			216
Accounts payable		(162	)		(82	)		(105	)
Income taxes		(201	)		(900	)		(398	)
Accrued liabilities and other current assets		(27	)		(247	)		(45	)
Accrued settlement charges		5			434			50
Pension plan contributions		(45	)		(37	)		(288	)
Pension provisions and postretirement, net		192			165			318
Other		139			302			299
Financial services
Deferred income tax benefit		(259	)		(320	)		(238	)
Allowance for losses		100						103
Other		(22	)		(83	)		(102	)
Net cash provided by operating activities, continuing operations		3,215			4,580			3,649
Net cash provided by operating activities, discontinued operations		1,666			5,736			9,937
Net cash provided by operating activities		4,881			10,316			13,586

See notes to consolidated financial statements.

22

for the years ended December 31,			2008			2007			2006
Cash Provided by (Used in) Investing Activities
Consumer products
Capital expenditures			$	(241	)	$	(386	)	$	(399	)
Proceeds from sale of corporate headquarters building				525
Purchase of businesses, net of acquired cash							(2,898	)
Other				110			108			(6	)
Financial services
Investments in finance assets				(1	)		(5	)		(15	)
Proceeds from finance assets				403			486			357
Net cash provided by (used in) investing activities, continuing operations				796			(2,695	)		(63	)
Net cash used in investing activities, discontinued operations				(317	)		(2,560	)		(555	)
Net cash provided by (used in) investing activities				479			(5,255	)		(618	)
Cash Provided by (Used in) Financing Activities
Consumer products
Net issuance of short-term borrowings							2			1
Long-term debt proceeds				6,738
Long-term debt repaid				(4,057	)		(500	)		(2,052	)
Financial services
Long-term debt repaid							(617	)		(1,015	)
Repurchase of Altria Group, Inc. common stock				(1,166	)
Dividends paid on Altria Group, Inc. common stock				(4,428	)		(6,652	)		(6,815	)
Issuance of Altria Group, Inc. common stock				89			423			486
Kraft Foods Inc. dividends paid to Altria Group, Inc.							728			1,369
Philip Morris International Inc. dividends paid to Altria Group, Inc.				3,019			6,560			2,780
Debt issuance costs				(46	)
Tender and consent fees related to the early extinguishment of debt				(371	)
Changes in amounts due to/from discontinued operations				(664	)		(370	)		(166	)
Other				(51	)		278			164
Net cash used in financing activities, continuing operations				(937	)		(148	)		(5,248	)
Net cash used in financing activities, discontinued operations				(1,648	)		(3,531	)		(9,118	)
Net cash used in financing activities				(2,585	)		(3,679	)		(14,366	)
Effect of exchange rate changes on cash and cash equivalents
Continuing operations										34
Discontinued operations				(126	)		347			126
				(126	)		347			160
Cash and cash equivalents, continuing operations:
Increase (decrease)				3,074			1,737			(1,628	)
Balance at beginning of year				4,842			3,105			4,733
Balance at end of year			$	7,916		$	4,842		$	3,105
Cash paid, continuing operations:	Interest	— Consumer products	$	208		$	348		$	377
		— Financial services	$	38		$	62		$	108
	Income taxes		$	1,837		$	2,241		$	3,074

23

Consolidated Statements of Stockholders’ Equity

(in millions of dollars, except per share data)

	Common Stock		Additional Paid-in Capital			Earnings Reinvested in the Business			Accumulated Other Comprehensive Earnings (Losses)									Cost of Repurchased Stock			Total Stockholders’ Equity
									Currency Translation Adjustments			Other			Total
Balances, January 1, 2006	$	935	$	6,061		$	54,666		$	(1,317	)	$	(536	)	$	(1,853	)	$	(24,102	)	$	35,707
Comprehensive earnings:
Net earnings							12,022															12,022
Other comprehensive earnings (losses), net of income taxes:
Currency translation adjustments										1,220						1,220						1,220
Additional minimum pension liability													233			233						233
Change in fair value of derivatives accounted for as hedges													(11	)		(11	)					(11	)
Ownership share of SABMiller other comprehensive earnings, and other													159			159						159
Total other comprehensive earnings																						1,601
Total comprehensive earnings																						13,623
Initial adoption of FASB Statement No. 158, net of income taxes (Note 16)													(3,386	)		(3,386	)					(3,386	)
Exercise of stock options and issuance of other stock awards				295			145												359			799
Cash dividends declared ($3.32 per share)							(6,954	)														(6,954	)
Balances, December 31, 2006		935		6,356			59,879			(97	)		(3,541	)		(3,638	)		(23,743	)		39,789
Comprehensive earnings:
Net earnings							9,786															9,786
Other comprehensive earnings (losses), net of income taxes:
Currency translation adjustments										736						736						736
Change in net loss and prior service cost													744			744						744
Change in fair value of derivatives accounted for as hedges													(18	)		(18	)					(18	)
Ownership share of SABMiller other comprehensive earnings													178			178						178
Total other comprehensive earnings																						1,640
Total comprehensive earnings																						11,426
Adoption of FIN 48 and FAS 13-2							711															711
Exercise of stock options and issuance of other stock awards				528															289			817
Cash dividends declared ($3.05 per share)							(6,430	)														(6,430	)
Spin-off of Kraft Foods Inc.							(29,520	)		89			2,020			2,109						(27,411	)
Balances, December 31, 2007		935		6,884			34,426			728			(617	)		111			(23,454	)		18,902
Comprehensive earnings:
Net earnings							4,930															4,930
Other comprehensive earnings (losses), net of income taxes:
Currency translation adjustments										233						233						233
Change in net loss and prior service cost													(1,385	)		(1,385	)					(1,385	)
Change in fair value of derivatives accounted for as hedges													(177	)		(177	)					(177	)
Ownership share of SABMiller other comprehensive losses													(308	)		(308	)					(308	)
Total other comprehensive losses																						(1,637	)
Total comprehensive earnings																						3,293
Exercise of stock options and issuance of other stock awards				(534	)														213			(321	)
Cash dividends declared ($1.68 per share)							(3,505	)														(3,505	)
Stock repurchased																			(1,166	)		(1,166	)
Spin-off of Philip Morris International Inc.							(13,720	)		(961	)		306			(655	)					(14,375	)
Balances, December 31, 2008	$	935	$	6,350		$	22,131		$	—		$	(2,181	)	$	(2,181	)	$	(24,407	)	$	2,828

See notes to consolidated financial statements.

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Notes to Consolidated Financial Statements

Note 1.

Background and Basis of Presentation:

• Background: At December 31, 2008, Altria Group, Inc.’s wholly-owned subsidiaries included Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of cigarettes and other tobacco products in the United States, and John Middleton Co. (“Middleton”), which is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco. Philip Morris Capital Corporation (“PMCC”), another wholly-owned subsidiary, maintains a portfolio of leveraged and direct finance leases. In addition, Altria Group, Inc. held a 28.5% economic and voting interest in SABMiller plc (“SABMiller”) at December 31, 2008. Altria Group, Inc.’s access to the operating cash flows of its subsidiaries consists principally of cash received from the payment of dividends by its subsidiaries.

UST Acquisition: As further discussed in Note 23. Subsequent Events, on January 6, 2009, Altria Group, Inc. acquired all of the outstanding common stock of UST Inc. (“UST”), which owns operating companies engaged in the manufacture and sale of moist smokeless tobacco products and wine. As a result of the acquisition, UST has become an indirect wholly-owned subsidiary of Altria Group, Inc.

PMI Spin-Off: On March 28, 2008 (the “PMI Distribution Date”), Altria Group, Inc. distributed all of its interest in Philip Morris International Inc. (“PMI”) to Altria Group, Inc. stock-holders of record as of the close of business on March 19, 2008 (the “PMI Record Date”), in a tax-free distribution. Altria Group, Inc. distributed one share of PMI common stock for every share of Altria Group, Inc. common stock outstanding as of the PMI Record Date. Following the PMI Distribution Date, Altria Group, Inc. does not own any shares of PMI stock. Altria Group, Inc. has reflected the results of PMI prior to the PMI Distribution Date as discontinued operations on the consolidated statements of earnings and the consolidated statements of cash flows for all periods presented. The assets and liabilities related to PMI were reclassified and reflected as discontinued operations on the consolidated balance sheet at December 31, 2007. The distribution resulted in a net decrease to Altria Group, Inc.’s stockholders’ equity of $14.4 billion on the PMI Distribution Date.

Holders of Altria Group, Inc. stock options were treated similarly to public stockholders and, accordingly, had their stock awards split into two instruments. Holders of Altria Group, Inc. stock options received the following stock options, which, immediately after the spin-off, had an aggregate intrinsic value equal to the intrinsic value of the pre-spin Altria Group, Inc. options:

• a new PMI option to acquire the same number of shares of PMI common stock as the number of Altria Group, Inc. options held by such person on the PMI Distribution Date; and

• an adjusted Altria Group, Inc. option for the same number of shares of Altria Group, Inc. common stock with a reduced exercise price.

As set forth in the Employee Matters Agreement, the exercise price of each option was developed to reflect the relative market values of PMI and Altria Group, Inc. shares, by allocating the share price of Altria Group, Inc. common stock before the spin-off ($73.83) to PMI shares ($51.44) and Altria Group, Inc. shares ($22.39) and then multiplying each of these allocated values by the Option Conversion Ratio. The Option Conversion Ratio was equal to the exercise price of the Altria Group, Inc. option, prior to any adjustment for the spin-off, divided by the share price of Altria Group, Inc. common stock before the spin-off ($73.83).

Holders of Altria Group, Inc. restricted stock or deferred stock awarded prior to January 30, 2008, retained their existing awards and received the same number of shares of restricted or deferred stock of PMI. The restricted stock and deferred stock will not vest until the completion of the original restriction period (typically, three years from the date of the original grant). Recipients of Altria Group, Inc. deferred stock awarded on January 30, 2008, who were employed by Altria Group, Inc. after the PMI Distribution Date, received additional shares of deferred stock of Altria Group, Inc. to preserve the intrinsic value of the award. Recipients of Altria Group, Inc. deferred stock awarded on January 30, 2008, who were employed by PMI after the PMI Distribution Date, received substitute shares of deferred stock of PMI to preserve the intrinsic value of the award.

To the extent that employees of the remaining Altria Group, Inc. received PMI stock options, Altria Group, Inc. reimbursed PMI in cash for the Black-Scholes fair value of the stock options received. To the extent that PMI employees held Altria Group, Inc. stock options, PMI reimbursed Altria Group, Inc. in cash for the Black-Scholes fair value of the stock options. To the extent that employees of Altria Group, Inc. received PMI deferred stock, Altria Group, Inc. paid to PMI the fair value of the PMI deferred stock less the value of projected forfeitures. To the extent that PMI employees held Altria Group, Inc. restricted stock or deferred stock, PMI reimbursed Altria Group, Inc. in cash for the fair value of the restricted or deferred stock less the value of projected forfeitures and any amounts previously charged to PMI for the restricted or deferred stock. Based upon the number of Altria Group, Inc. stock awards outstanding at the PMI Distribution Date, the net amount of these reimbursements resulted in a payment of $449 million from Altria Group, Inc. to PMI. The reimbursement to PMI is reflected as a decrease to the additional paid-in capital of Altria Group, Inc. on the December 31, 2008 consolidated balance sheet.

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In connection with the spin-off, PMI paid to Altria Group, Inc. $4.0 billion in special dividends in addition to its normal dividends to Altria Group, Inc. PMI paid $3.1 billion of these special dividends in 2007 and paid the additional $900 million in the first quarter of 2008.

Prior to the PMI spin-off, PMI was included in the Altria Group, Inc. consolidated federal income tax return, and PMI’s federal income tax contingencies were recorded as liabilities on the balance sheet of Altria Group, Inc. Altria Group, Inc. reimbursed PMI in cash for these liabilities. See Note 14. Income Taxes for a discussion of the Tax Sharing Agreement between Altria Group, Inc. and PMI.

Prior to the PMI spin-off, certain employees of PMI participated in the U.S. benefit plans offered by Altria Group, Inc. The benefits previously provided by Altria Group, Inc. are now provided by PMI. As a result, new plans were established by PMI, and the related plan assets (to the extent that the benefit plans were previously funded) and liabilities were transferred to the PMI plans. Altria Group, Inc. paid PMI in cash for these transfers.

A subsidiary of Altria Group, Inc. previously provided PMI with certain corporate services at cost plus a management fee. After the PMI Distribution Date, PMI independently undertook most of these activities. Any remaining limited services provided to PMI ceased in 2008. The settlement of the inter-company accounts as of the PMI Distribution Date (including amounts related to stock awards, tax contingencies and benefit plans discussed above) resulted in a net payment from Altria Group, Inc. to PMI of $332 million. In March 2008, Altria Group, Inc. made an estimated payment of $427 million to PMI, thereby resulting in PMI reimbursing $95 million to Altria Group, Inc. in the second quarter of 2008.

Kraft Spin-Off: On March 30, 2007 (the “Kraft Distribution Date”), Altria Group, Inc. distributed all of its remaining interest in Kraft Foods Inc. (“Kraft”) on a pro-rata basis to Altria Group, Inc. stockholders of record as of the close of business on March 16, 2007 (the “Kraft Record Date”) in a tax-free distribution. The distribution ratio was 0.692024 of a share of Kraft for each share of Altria Group, Inc. common stock outstanding. Altria Group, Inc. stockholders received cash in lieu of fractional shares of Kraft. Following the distribution, Altria Group, Inc. does not own any shares of Kraft. Altria Group, Inc. has reflected the results of Kraft prior to the Kraft Distribution Date as discontinued operations on the consolidated statements of earnings and the consolidated statements of cash flows for the years ended December 31, 2007 and 2006. The distribution resulted in a net decrease to Altria Group, Inc.’s stockholders’ equity of $27.4 billion on the Kraft Distribution Date.

Holders of Altria Group, Inc. stock options were treated similarly to public stockholders and accordingly, had their stock awards split into two instruments. Holders of Altria Group, Inc. stock options received the following stock options, which, immediately after the spin-off, had an aggregate intrinsic value equal to the intrinsic value of the pre-spin Altria Group, Inc. options:

• a new Kraft option to acquire the number of shares of Kraft Class A common stock equal to the product of (a) the number of Altria Group, Inc. options held by such person on the Kraft Distribution Date and (b) the distribution ratio of 0.692024 mentioned above; and

• an adjusted Altria Group, Inc. option for the same number of shares of Altria Group, Inc. common stock with a reduced exercise price.

The new Kraft option has an exercise price equal to the Kraft market price at the time of the distribution ($31.66) multiplied by the Option Conversion Ratio, which represents the exercise price of the original Altria Group, Inc. option divided by the Altria Group, Inc. market price immediately before the distribution ($87.81). The reduced exercise price of the adjusted Altria Group, Inc. option is determined by multiplying the Altria Group, Inc. market price immediately following the distribution ($65.90) by the Option Conversion Ratio.

Holders of Altria Group, Inc. restricted stock or deferred stock awarded prior to January 31, 2007, retained their existing award and received restricted stock or deferred stock of Kraft Class A common stock. The amount of Kraft restricted stock or deferred stock awarded to such holders was calculated using the same formula set forth above with respect to new Kraft options. All of the restricted stock and deferred stock will vest at the completion of the original restriction period (typically, three years from the date of the original grant). Recipients of Altria Group, Inc. deferred stock awarded on January 31, 2007, did not receive restricted stock or deferred stock of Kraft. Rather, they received additional deferred shares of Altria Group, Inc. to preserve the intrinsic value of the original award.

To the extent that employees of the remaining Altria Group, Inc. received Kraft stock options, Altria Group, Inc. reimbursed Kraft in cash for the Black-Scholes fair value of the stock options received. To the extent that Kraft employees held Altria Group, Inc. stock options, Kraft reimbursed Altria Group, Inc. in cash for the Black-Scholes fair value of the stock options. To the extent that holders of Altria Group, Inc. deferred stock received Kraft deferred stock, Altria Group, Inc. paid to Kraft the fair value of the Kraft deferred stock less the value of projected forfeitures. Based upon the number of Altria Group, Inc. stock awards outstanding at the Kraft Distribution Date, the net amount of these reimbursements resulted in a payment of $179 million from Kraft to Altria Group, Inc. in April 2007. The reimbursement from Kraft is reflected as an increase to the additional paid-in capital of Altria Group, Inc. on the December 31, 2007 consolidated balance sheet.

Prior to the Kraft spin-off, Kraft was included in the Altria Group, Inc. consolidated federal income tax return, and Kraft’s federal income tax contingencies were recorded as liabilities on the balance sheet of Altria Group, Inc. Altria Group, Inc. reimbursed Kraft in cash for these liabilities. See Note 14. Income Taxes for a discussion of the Tax Sharing Agreement between Altria Group, Inc. and Kraft.

A subsidiary of Altria Group, Inc. previously provided Kraft with certain services at cost plus a management fee. After the Kraft Distribution Date, Kraft independently undertook most of these activities, and any remaining limited services provided to Kraft ceased during 2007. All intercompany

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accounts were settled in cash within 30 days of the Kraft Distribution Date. The settlement of the intercompany accounts as of the Kraft Distribution Date (including amounts related to stock awards and tax contingencies discussed above) resulted in a net payment from Kraft to Altria Group, Inc. of $85 million in April 2007.

Dividends and Share Repurchases: Following the Kraft spin-off, Altria Group, Inc. lowered its dividend so that holders of both Altria Group, Inc. and Kraft shares would receive initially, in the aggregate, the same dividends paid by Altria Group, Inc. prior to the Kraft spin-off. Similarly, following the PMI spin-off, Altria Group, Inc. lowered its dividend so that holders of both Altria Group, Inc. and PMI shares would receive initially, in the aggregate, the same dividends paid by Altria Group, Inc. prior to the PMI spin-off.

During the third quarter of 2008, Altria Group, Inc.’s Board of Directors approved a 10.3% increase in the quarterly dividend rate from $0.29 per common share to $0.32 per common share. The present annualized dividend rate is $1.28 per Altria Group, Inc. common share. Payments of dividends remain subject to the discretion of the Board of Directors.

During 2008, Altria Group, Inc. repurchased 53.5 million shares of its common stock at an aggregate cost of approximately $1.2 billion, or an average price of $21.81 per share. Altria Group, Inc.’s share repurchase program is at the discretion of the Board of Directors.

• Basis of presentation: The consolidated financial statements include Altria Group, Inc., as well as its wholly-owned subsidiaries. Investments in which Altria Group, Inc. exercises significant influence (20%-50% ownership interest), are accounted for under the equity method of accounting. All intercompany transactions and balances have been eliminated.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of net revenues and expenses during the reporting periods. Significant estimates and assumptions include, among other things, pension and benefit plan assumptions, lives and valuation assumptions of goodwill and other intangible assets, marketing programs, income taxes, and the allowance for loan losses and estimated residual values of finance leases. Actual results could differ from those estimates.

Balance sheet accounts are segregated by two broad types of business. Consumer products assets and liabilities are classified as either current or non-current, whereas financial services assets and liabilities are unclassified, in accordance with respective industry practices.

Beginning with the first quarter of 2008, Altria Group, Inc. revised its reportable segments to reflect the change in the way in which Altria Group, Inc.’s management reviews the business as a result of the acquisition of Middleton and the PMI spin-off. Altria Group, Inc.’s revised segments, which are reflected in these financial statements, are Cigarettes and other tobacco products; Cigars; and Financial services. Accordingly, prior period segment results have been revised.

During the fourth quarter of 2008, Altria Group, Inc. identified that it had not recorded its share of other comprehensive earnings or losses of SABMiller. This resulted in a non-cash $535 million and $187 million understatement of the investment in SABMiller and long-term deferred income taxes, respectively, as of December 31, 2007 and a $348 million and $170 million overstatement of accumulated other comprehensive losses as of December 31, 2007 and 2006, respectively. Additionally, total comprehensive earnings was understated by $178 million and $170 million for the years ended December 31, 2007 and 2006, respectively. The impact for all years prior to 2006 was de minimis and therefore the consolidated financial statements for those years have not been revised. There is no impact to reported earnings from continuing operations, net earnings, earnings per share or cash flows. We assessed the materiality of the revisions on the 2007 and 2006 financial statements in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin No. 99 “Materiality” and concluded that the impact was not material to those periods. We also concluded that had the cumulative adjustment as of December 31, 2007 been made to the 2008 consolidated financial statements, the impact would have been material. Therefore, in accordance with the SEC’s Staff Accounting Bulletin No. 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”, the consolidated balance sheet as of December 31, 2007 and the consolidated statements of stockholders’ equity for the years ended December 31, 2007 and 2006 herein have been corrected.

Certain prior year amounts have been reclassified to conform with the current year’s presentation, due primarily to the classification of PMI as a discontinued operation and revised segment information.

Note 2.

Summary of Significant Accounting Policies:

• Cash and cash equivalents: Cash equivalents include demand deposits with banks and all highly liquid investments with original maturities of three months or less. Cash equivalents are stated at cost plus accrued interest, which approximates fair value.

• Depreciation, amortization and goodwill valuation: Property, plant and equipment are stated at historical cost and depreciated by the straight-line method over the estimated useful lives of the assets. Machinery and equipment are depreciated over periods up to 15 years, and buildings and building improvements over periods up to 50 years.

Definite life intangible assets are amortized over their estimated useful lives. Altria Group, Inc. is required to conduct an annual review of goodwill and non-amortizable intangible assets for potential impairment. Goodwill impairment testing requires a comparison between the carrying value and fair value of each reporting unit. If the carrying value

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exceeds the fair value, goodwill is considered impaired. The amount of impairment loss is measured as the difference between the carrying value and implied fair value of goodwill, which is determined using discounted cash flows. Impairment testing for non-amortizable intangible assets requires a comparison between the fair value and carrying value of the intangible asset. If the carrying value exceeds fair value, the intangible asset is considered impaired and is reduced to fair value. During 2008 and 2007, Altria Group, Inc. completed its annual review of goodwill and non-amortizable intangible assets, and no charges resulted from these reviews.

Goodwill and other intangible assets, net, by segment were as follows:

	Goodwill				Other Intangible Assets, net
(in millions)	December 31, 2008		December 31, 2007		December 31, 2008		December 31, 2007
Cigarettes and other tobacco products	$	—	$	—	$	283	$	283
Cigars		77		76		2,756		2,766
Total	$	77	$	76	$	3,039	$	3,049

Intangible assets were as follows:

	December 31, 2008				December 31, 2007
(in millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Non-amortizable intangible assets	$	2,642			$	2,894
Amortizable intangible assets		404	$	7		155	$	—
Total intangible assets	$	3,046	$	7	$	3,049	$	—

Non-amortizable intangible assets substantially consist of trademarks from the December 2007 acquisition of Middleton. Amortizable intangible assets consist primarily of customer relationships. Pre-tax amortization expense for intangible assets during the year ended December 31, 2008 was $7 million. There was no pre-tax amortization expense for intangible assets during the years ended December 31, 2007 and 2006. In the fourth quarter of 2008, due to a change in estimated useful life, $281 million of non-amortizable intangible assets were reclassified to amortizable intangible assets. Annual amortization expense for each of the next five years is estimated to be approximately $20 million, excluding any impact from the UST acquisition and assuming no additional transactions occur that require the amortization of intangible assets. Based on the preliminary estimates of definite life intangible assets acquired from the UST acquisition, amortization resulting from the acquisition is expected to approximate $20 million annually.

Goodwill relates to the December 2007 acquisition of Middleton. The movement in goodwill and gross carrying amount of intangible assets is as follows:

	2008					2007
(in millions)	Goodwill		Other Intangible Assets			Goodwill		Other Intangible Assets
Balance at January 1	$	76	$	3,049		$	—	$	283
Changes due to:
Acquisition of Middleton							76		2,766
Purchase price revisions		1		(3	)
Balance at December 31	$	77	$	3,046		$	76	$	3,049

The changes in goodwill and intangible assets during 2008 resulted from revisions to the purchase price allocation as appraisals for the acquisition of Middleton were finalized during the first quarter of 2008. See Note 5. Acquisitions for a further discussion of the Middleton acquisition.

• Environmental costs: Altria Group, Inc. is subject to laws and regulations relating to the protection of the environment. Altria Group, Inc. provides for expenses associated with environmental remediation obligations on an undiscounted basis when such amounts are probable and can be reasonably estimated. Such accruals are adjusted as new information develops or circumstances change.

While it is not possible to quantify with certainty the potential impact of actions regarding environmental remediation and compliance efforts that subsidiaries of Altria Group, Inc. may undertake in the future, in the opinion of management, environmental remediation and compliance costs will not have a material adverse effect on Altria Group, Inc.’s consolidated financial position, results of operations or cash flows.

• Finance leases: Income attributable to leveraged leases is initially recorded as unearned income and subsequently recognized as revenue over the terms of the respective leases at constant after-tax rates of return on the positive net investment balances. Investments in leveraged leases are stated net of related nonrecourse debt obligations.

Income attributable to direct finance leases is initially recorded as unearned income and subsequently recognized as revenue over the terms of the respective leases at constant pre-tax rates of return on the net investment balances.

Finance leases include unguaranteed residual values that represent PMCC’s estimates at lease inception as to the fair values of assets under lease at the end of the non-cancelable lease terms. The estimated residual values are reviewed annually by PMCC’s management based on a number of factors and activity in the relevant industry. If necessary, revisions are recorded to reduce the residual values. Such reviews resulted in decreases of $11 million and $14 million in 2007 and 2006, respectively, to PMCC’s net revenues and results of operations. There were no adjustments in 2008.

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• Foreign currency translation: Altria Group, Inc. translated the results of operations of its foreign subsidiaries using average exchange rates during each period, whereas balance sheet accounts were translated using exchange rates at the end of each period. Currency translation adjustments were recorded as a component of stockholders’ equity. The accumulated currency translation adjustments were recognized and recorded in connection with the Kraft and PMI distributions. Transaction gains and losses were recorded in the consolidated statements of earnings and were not significant for any of the periods presented.

• Guarantees: Altria Group, Inc. accounts for guarantees in accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FASB Interpretation No. 45 requires the disclosure of certain guarantees and requires the recognition of a liability for the fair value of the obligation of qualifying guarantee activities. See Note 20. Contingencies for a further discussion of guarantees.

• Hedging instruments: Derivative financial instruments are recorded at fair value on the consolidated balance sheets as either assets or liabilities. Changes in the fair value of derivatives are recorded each period either in accumulated other comprehensive earnings (losses) or in earnings, depending on whether a derivative is designated and effective as part of a hedge transaction and, if it is, the type of hedge transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive earnings (losses) are reclassified to the consolidated statements of earnings in the periods in which operating results are affected by the hedged item. Cash flows from hedging instruments are classified in the same manner as the affected hedged item in the consolidated statements of cash flows. At December 31, 2008, Altria Group, Inc. had no derivative financial instruments remaining.

• Impairment of long-lived assets: Altria Group, Inc. reviews long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Altria Group, Inc. performs undiscounted operating cash flow analyses to determine if an impairment exists. For purposes of recognition and measurement of an impairment for assets held for use, Altria Group, Inc. groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

• Income taxes: Altria Group, Inc. accounts for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Significant judgment is required in determining income tax provisions and in evaluating tax positions.

On January 1, 2007, Altria Group, Inc. adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As a result of the January 1, 2007 adoption of FIN 48, Altria Group, Inc. lowered its liability for unrecognized tax benefits by $1,021 million. This resulted in an increase to stockholders’ equity of $857 million ($835 million, net of minority interest), a reduction of Kraft’s goodwill of $85 million and a reduction of federal deferred tax benefits of $79 million.

Altria Group, Inc. adopted the provisions of FASB Staff Position No. FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (“FAS 13-2”) effective January 1, 2007. This Staff Position requires the revenue recognition calculation to be reevaluated if there is a revision to the projected timing of income tax cash flows generated by a leveraged lease. The adoption of this Staff Position by Altria Group, Inc. resulted in a reduction to stockholders’ equity of $124 million as of January 1, 2007.

• Inventories: Inventories are stated at the lower of cost or market. The last-in, first-out (“LIFO”) method is used to cost substantially all tobacco inventories. It is a generally recognized industry practice to classify leaf tobacco inventory as a current asset although part of such inventory, because of the duration of the aging process, ordinarily would not be utilized within one year.

• Marketing costs: The consumer products businesses promote their products with advertising, consumer incentives and trade promotions. Such programs include, but are not limited to, discounts, coupons, rebates, in-store display incentives and volume-based incentives. Advertising costs are expensed as incurred. Consumer incentive and trade promotion activities are recorded as a reduction of revenues based on amounts estimated as being due to customers and consumers at the end of a period, based principally on historical utilization and redemption rates. For interim reporting purposes, advertising and certain consumer incentive expenses are charged to operations as a percentage of sales, based on estimated sales and related expenses for the full year.

• Revenue recognition: The consumer products businesses recognize revenues, net of sales incentives and including shipping and handling charges billed to customers, upon shipment or delivery of goods when title and risk of loss pass to customers. Payments received in advance of shipments are deferred and recorded in other accrued

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liabilities until shipment occurs. Altria Group, Inc.’s consumer products businesses also include excise taxes billed to customers in revenues. Shipping and handling costs are classified as part of cost of sales.

• Software costs: Altria Group, Inc. capitalizes certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use. Capitalized software costs are included in property, plant and equipment on the consolidated balance sheets and are amortized on a straight-line basis over the estimated useful lives of the software, which do not exceed five years.

• Stock-based compensation: Effective January 1, 2006, Altria Group, Inc. adopted the provisions of SFAS No. 123 (Revised 2004) “Share-Based Payment” (“SFAS No. 123(R)”) using the modified prospective method, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the service periods for awards expected to vest. The fair value of restricted stock and deferred stock is determined based on the number of shares granted and the market value at date of grant. The fair value of stock options is determined using a modified Black-Scholes methodology. The impact of adoption was not material, and the resulting gross cumulative effect was recorded in marketing, administration and research costs for the year ended December 31, 2006.

• New Accounting Standards: In December 2007, the FASB issued SFAS No. 141 (Revised 2007) “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) is effective for business combinations that close on or after January 1, 2009, the first day of Altria Group, Inc.’s annual reporting period beginning after December 15, 2008. SFAS 141(R) generally requires the recognition of assets acquired, liabilities assumed and any noncontrolling interest in the acquiree to be measured at fair value as of the acquisition date. Additionally, costs incurred to effect the acquisition, as well as costs to restructure the acquired entity, are to be recognized as expenses in the periods in which the costs are incurred. As discussed in Note 23. Subsequent Events, Altria Group, Inc. closed its acquisition of UST on January 6, 2009. Accordingly, the acquisition will be accounted for under SFAS No. 141(R).

Additionally, in December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 changes the reporting for minority interests by reporting these as noncontrolling interests within equity. Moreover, SFAS 160 requires that any transactions between an entity and a noncontrolling interest are to be accounted for as equity transactions. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. SFAS 160 is to be applied prospectively, except for the presentation and disclosure requirements, which will be applied retrospectively for all periods presented. In compliance with SFAS 160, in 2009 Altria Group, Inc. will (i) adjust earnings from discontinued operations to include $61 million, $351 million and $623 million of net earnings attributable to noncontrolling interests for the years ended December 31, 2008, 2007 and 2006, respectively; (ii) disclose the net earnings attributable to the noncontrolling interests and net earnings attributable to Altria Group, Inc. on the consolidated statements of earnings and (iii) reclassify to stockholders’ equity $418 million of noncontrolling interests reported at December 31, 2007 as long-term liabilities of discontinued operations. Altria Group, Inc. had no noncontrolling interests at December 31, 2008.

In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and therefore will be included in the earnings per share calculation pursuant to the two class method described in SFAS No. 128, “Earnings Per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and requires all prior-period earnings per share data to be adjusted retrospectively. As required by FSP EITF 03-6-1, in 2009 Altria Group, Inc.’s basic earnings per share from discontinued operations and basic earnings per share from net earnings will each decrease by $0.01, $0.02 and $0.02 for the years ended December 31, 2008, 2007 and 2006, respectively. Basic earnings per share from continuing operations for the years ended December 31, 2008, 2007 and 2006 will remain unchanged. In addition, as required by FSP EITF 03-6-1, in 2009 Altria Group, Inc.’s diluted earnings per share from discontinued operations and diluted earnings per share from net earnings will each decrease by $0.01 for the year ended December 31, 2006. Diluted earnings per share from continuing operations for the year ended December 31, 2006 will remain unchanged. Diluted earnings per share for the years ended December 31, 2008 and 2007 will remain unchanged.

In November 2008, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF 08-6”). EITF 08-6 addresses the initial measurement of an equity method investment, the impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment, and the accounting for changes in the level of ownership or the degree of influence caused by a share issuance by an investee. EITF 08-6 is effective on a prospective basis in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. Earlier application by an entity that has previously adopted an alternative accounting policy is not permitted. With the adoption of EITF 08-6, Altria Group, Inc. will account for a share issuance by an equity method investee as if it had sold a proportionate share of its investment and recognize any resulting gain or loss in earnings.

In November 2008, the FASB ratified EITF Issue No. 08-7, “Accounting for Defensive Intangible Assets” (“EITF 08-7”). EITF 08-7 addresses the accounting for defensive intangible assets subsequent to initial measurement. A defensive intangible asset is an intangible asset acquired in a business combination or asset acquisition that an entity does not intend to actively use. EITF 08-7 is effective for intangible assets acquired on or after the beginning of the first annual

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reporting period beginning on or after December 15, 2008. The adoption of EITF 08-7 could impact Altria Group, Inc.’s accounting for future acquisitions. However, Altria Group, Inc. does not anticipate that EITF 08-7 will impact the accounting for the acquisition of UST.

In December 2008, the FASB issued FASB Staff Position No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 will expand the disclosures regarding investments held by employer defined benefit pension plans and other postretirement plans, with the purpose of providing additional information related to the valuation methodologies for these assets similar to SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). Additionally, FSP FAS 132(R)-1 will require disclosures on how investment allocation decisions are made as well as significant concentrations of risk within plan assets. FSP FAS 132(R)-1 is effective for financial statements issued for fiscal years ending after December 15, 2009. Altria Group, Inc. will amend its disclosures accordingly.

Note 3.

Asset Impairment and Exit Costs:

For the years ended December 31, 2008, 2007 and 2006, pre-tax asset impairment and exit costs consisted of the following:

(in millions)		2008		2007		2006
Separation programs	Cigarettes and other tobacco products	$	97	$	309	$	10
Separation program	Financial services		2
Separation program	General corporate		295		17		32
Total separation programs			394		326		42
Asset impairment	Cigarettes and other tobacco products				35
Asset impairment	General corporate						10
Total asset impairment			—		35		10
Spin-off fees	General corporate		55		81		—
Asset impairment and exit costs		$	449	$	442	$	52

The movement in the severance liability, and details of asset impairment and exit costs for Altria Group, Inc. for the years ended December 31, 2008 and 2007 was as follows:

(in millions)	Severance			Asset Write-downs			Other			Total
Severance liability balance,
January 1, 2007	$	21		$	—		$	—		$	21
Charges		281			35			126			442
Cash spent		(20	)					(89	)		(109	)
Charges against assets					(35	)					(35	)
Liability recorded in pension and postretirement plans, and other		(3	)					(37	)		(40	)
Severance liability balance,
December 31, 2007		279			—			—			279
Charges, net		216						233			449
Cash spent		(149	)					(103	)		(252	)
Liability recorded in pension and postretirement plans, and other		2						(130	)		(128	)
Severance liability balance,
December 31, 2008	$	348		$	—		$	—		$	348

Other charges in the table above primarily represent pension and postretirement termination benefits, as well as Kraft and PMI spin-off fees. Charges, net in the table above include the reversal of $14 million of severance associated with the Manufacturing Optimization Program.

Integration and Restructuring Program

In December 2008, Altria Group, Inc. initiated a company-wide integration and restructuring program, pursuant to which, over the next two years Altria Group, Inc. expects to restructure its manufacturing and corporate functions as it integrates UST into its operations and continues to focus on optimizing company-wide cost structures.

As part of this program, Altria Group, Inc., PM USA and PMCC began to reorganize certain of their functions. This restructuring resulted in pre-tax charges of $76 million, $48 million and $2 million, respectively, for the year ended December 31, 2008, consisting primarily of employee separation costs. Substantially all of these charges will result in cash expenditures. There were no cash payments related to this restructuring for the year ended December 31, 2008.

Corporate Restructuring and Headquarters Relocation

During 2008, in connection with the spin-off of PMI, which included the relocation of Altria Group, Inc.’s corporate headquarters functions to Richmond, Virginia, Altria Group, Inc. restructured its corporate headquarters and incurred pre-tax charges of $219 million for the year ended December 31, 2008. These charges consisted primarily of employee separation costs. Substantially all of these charges will result in cash expenditures. Cash payments of $136 million related to this restructuring were made for the year ended December 31, 2008.

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For the years ended December 31, 2008 and 2007, corporate asset impairment and exit costs also included investment banking and legal fees associated with the PMI and Kraft spin-offs, as well as the streamlining of various corporate functions in 2007 and 2006.

Manufacturing Optimization Program

PM USA is in the process of closing its Cabarrus, North Carolina manufacturing facility and consolidating cigarette manufacturing for the U.S. market at its Richmond, Virginia manufacturing center. PM USA decided in 2007 to consolidate its manufacturing in response to declining U.S. cigarette volume and notice from PMI that it would no longer source cigarettes from PM USA. PM USA’s cigarette production for PMI, which ended in December 2008, approximated 21 billion and 57 billion cigarettes in 2008 and 2007, respectively. PM USA expects to close its Cabarrus manufacturing facility by the end of 2010.

As a result of this program, from 2007 through 2010, PM USA expects to incur total pre-tax charges of approximately $670 million, comprised of accelerated depreciation of $184 million (including the asset impairment charge of $35 million recorded in 2007), employee separation costs of $342 million and other charges of $144 million, primarily related to the relocation of employees and equipment, net of estimated gains on sales of land and buildings. Approximately $400 million, or 60% of the total pre-tax charges, will result in cash expenditures.

PM USA recorded pre-tax charges for this program as follows:

	For the Years Ended December 31,
	2008		2007
Asset impairment and exit costs	$	49	$	344
Implementation costs		69		27
Total	$	118	$	371

The pre-tax implementation costs were primarily related to accelerated depreciation and were included in cost of sales in the consolidated statements of earnings for the years ended December 31, 2008 and 2007. Total pre-tax charges incurred since the inception of the program were $489 million. Pre-tax charges of approximately $180 million are expected during 2009 for the program. Cash payments related to the program of $85 million and $11 million were made during the years ended December 31, 2008 and 2007, respectively, for a total of $96 million since inception.

Note 4.

Divestitures:

As discussed in Note 1. Background and Basis of Presentation, on March 28, 2008, Altria Group, Inc. distributed all of its interest in PMI to Altria Group, Inc. stockholders in a tax-free distribution, and on March 30, 2007, Altria Group, Inc. distributed all of its remaining interest in Kraft on a pro-rata basis to Altria Group, Inc. stockholders in a tax-free distribution.

Summarized financial information for discontinued operations for the years ended December 31, 2008, 2007 and 2006 were as follows:

							2008
(in millions)							PMI
Net revenues							$	15,376
Earnings before income taxes and minority interest							$	2,701
Provision for income taxes								(800	)
Minority interest in earnings from discontinued operations								(61	)
Earnings from discontinued operations, net of income taxes and minority interest							$	1,840
	2007
(in millions)	PMI			Kraft			Total
Net revenues	$	55,137		$	8,586		$	63,723
Earnings before income taxes and minority interest	$	8,852		$	1,059		$	9,911
Provision for income taxes		(2,549	)		(356	)		(2,905	)
Minority interest in earnings from discontinued operations		(273	)		(78	)		(351	)
Earnings from discontinued operations, net of income taxes and minority interest	$	6,030		$	625		$	6,655
	2006
(in millions)	PMI			Kraft			Total
Net revenues	$	48,261		$	34,356		$	82,617
Earnings before income taxes and minority interest	$	8,227		$	4,016		$	12,243
Provision for income taxes		(1,829	)		(951	)		(2,780	)
Minority interest in earnings from discontinued operations		(251	)		(372	)		(623	)
Earnings from discontinued operations, net of income taxes and minority interest	$	6,147		$	2,693		$	8,840

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Summarized assets and liabilities of discontinued operations for PMI as of December 31, 2007 were as follows:

(in millions)	2007
Assets:
Cash and cash equivalents	$	1,656
Receivables, net		3,240
Inventories		9,317
Other current assets		554
Current assets of discontinued operations		14,767
Property, plant and equipment, net		6,435
Goodwill		7,925
Other intangible assets, net		1,904
Prepaid pension assets		408
Other assets		297
Long-term assets of discontinued operations		16,969
Liabilities:
Short-term borrowings		638
Current portion of long-term debt		91
Accounts payable		595
Accrued liabilities		6,479
Income taxes		470
Current liabilities of discontinued operations		8,273
Long-term debt		5,578
Deferred income taxes		1,214
Accrued pension costs		190
Other liabilities		1,083
Long-term liabilities of discontinued operations		8,065
Net Assets	$	15,398

Note 5.

Acquisitions:

On December 11, 2007, Altria Group, Inc. acquired 100% of Middleton, a leading manufacturer of machine-made large cigars and pipe tobacco, for $2.9 billion in cash. The acquisition was financed with existing cash. Middleton’s balance sheet was consolidated with Altria Group, Inc.’s as of December 31, 2007. Earnings from December 12, 2007 to December 31, 2007, the amounts of which were insignificant, were included in Altria Group, Inc.’s consolidated operating results.

During the first quarter of 2008, the allocation of purchase price relating to the acquisition of Middleton was completed. Assets purchased consist primarily of non-amortizable intangible assets related to acquired brands of $2.6 billion, amortizable intangible assets of $0.1 billion, goodwill of $0.1 billion and other assets of $0.1 billion, partially offset by accrued liabilities assumed in the acquisition.

As further discussed in Note 23. Subsequent Events, on January 6, 2009, Altria Group, Inc. acquired all of the outstanding common stock of UST, which owns operating companies engaged in the manufacture and sale of moist smokeless tobacco products and wine.

Note 6.

Inventories:

The cost of approximately 94% of inventories in 2008 and 2007 was determined using the LIFO method. The stated LIFO amounts of inventories were approximately $0.7 billion lower than the current cost of inventories at December 31, 2008 and 2007.

Note 7.

Investment in SABMiller:

At December 31, 2008, Altria Group, Inc. held a 28.5% economic and voting interest in SABMiller. Altria Group, Inc.’s investment in SABMiller is being accounted for under the equity method.

Summary financial data of SABMiller is as follows:

			At December 31,
(in millions)			2008		2007
Current assets			$	4,266	$	4,225
Long-term assets			$	30,007	$	29,803
Current liabilities			$	5,403	$	5,718
Long-term liabilities			$	12,170	$	10,773
Non-controlling interests			$	660	$	599
	For the Years Ended December 31,
(in millions)	2008		2007		2006
Net revenues	$	20,466	$	20,825	$	18,103
Operating profit	$	2,854	$	3,230	$	2,990
Net earnings	$	1,635	$	1,865	$	1,588

The fair value, based on market quotes, of Altria Group, Inc.’s equity investment in SABMiller at December 31, 2008, was $7.3 billion, as compared with its carrying value of $4.3 billion. The fair value, based on market quotes, of Altria Group, Inc.’s equity investment in SABMiller at December 31, 2007, was $12.1 billion, as compared with its carrying value of $4.5 billion.

Note 8.

Finance Assets, net:

In 2003, PMCC shifted its strategic focus and is no longer making new investments but is instead focused on managing its existing portfolio of finance assets in order to maximize gains and generate cash flow from asset sales and related activities. Accordingly, PMCC’s operating companies income will fluctuate over time as investments mature or are sold. During 2008, 2007 and 2006, proceeds from asset sales, maturities and bankruptcy recoveries totaled $403 million, $486 million and $357 million, respectively, and gains totaled $87 million, $274 million and $132 million, respectively, in operating companies income.

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Included in the proceeds for 2007 were partial recoveries of amounts previously charged to earnings in the allowance for losses related to PMCC’s airline exposure. The operating companies income associated with these recoveries, which is included in the gains shown above, was $214 million for the year ended December 31, 2007.

At December 31, 2008, finance assets, net, of $5,451 million were comprised of an investment in finance leases of $5,743 million and an other receivable of $12 million, reduced by the allowance for losses of $304 million. At December 31, 2007, finance assets, net, of $6,029 million were comprised of an investment in finance leases of $6,221 million and an other receivable of $12 million, reduced by the allowance for losses of $204 million.

A summary of the net investment in finance leases at December 31, before allowance for losses, was as follows:

	Leveraged Leases						Direct Finance Leases						Total
(in millions)	2008			2007			2008			2007			2008			2007
Rentals receivable, net	$	6,001		$	6,628		$	324		$	371		$	6,325		$	6,999
Unguaranteed residual values		1,459			1,499			89			89			1,548			1,588
Unearned income		(2,101	)		(2,327	)		(26	)		(30	)		(2,127	)		(2,357	)
Deferred investment tax credits		(3	)		(9	)								(3	)		(9	)
Investment in finance leases		5,356			5,791			387			430			5,743			6,221
Deferred income taxes		(4,577	)		(4,790	)		(180	)		(196	)		(4,757	)		(4,986	)
Net investment in finance leases	$	779		$	1,001		$	207		$	234		$	986		$	1,235

For leveraged leases, rentals receivable, net, represent unpaid rentals, net of principal and interest payments on third-party nonrecourse debt. PMCC’s rights to rentals receivable are subordinate to the third-party nonrecourse debtholders, and the leased equipment is pledged as collateral to the debtholders. The payment of the nonrecourse debt is collateralized by lease payments receivable and the leased property, and is nonrecourse to the general assets of PMCC. As required by U.S. GAAP, the third-party nonrecourse debt of $11.5 billion and $12.8 billion at December 31, 2008 and 2007, respectively, has been offset against the related rentals receivable. There were no leases with contingent rentals in 2008, 2007 and 2006.

At December 31, 2008, PMCC’s investment in finance leases was principally comprised of the following investment categories: electric power (27%), rail and surface transport (24%), aircraft (24%), manufacturing (14%), and real estate (11%). Investments located outside the United States, which are all U.S. dollar-denominated, represent 23% and 21% of PMCC’s investment in finance leases in 2008 and 2007, respectively.

Rentals receivable in excess of debt service requirements on third-party nonrecourse debt related to leveraged leases and rentals receivable from direct finance leases at December 31, 2008, were as follows:

(in millions)	Leveraged Leases		Direct Finance Leases		Total
2009	$	193	$	48	$	241
2010		197		45		242
2011		105		50		155
2012		191		50		241
2013		240		50		290
2014 and thereafter		5,075		81		5,156
Total	$	6,001	$	324	$	6,325

Included in net revenues for the years ended December 31, 2008, 2007 and 2006, were leveraged lease revenues of $210 million, $163 million and $301 million, respectively, and direct finance lease revenues of $5 million, $15 million and $8 million, respectively. Income tax expense on leveraged lease revenues for the years ended December 31, 2008, 2007 and 2006, was $72 million, $57 million and $107 million, respectively.

Income from investment tax credits on leveraged leases and initial direct costs and executory costs on direct finance leases were not significant during the years ended December 31, 2008, 2007 and 2006.

The activity in the allowance for losses on finance assets for the years ended December 31, 2008, 2007 and 2006 was as follows:

(in millions)	2008		2007			2006
Balance at beginning of year	$	204	$	480		$	596
Amounts charged to earnings/(recovered)		100		(129	)		103
Amounts written-off				(147	)		(219	)
Balance at end of year	$	304	$	204		$	480

During 2008, PMCC increased its allowance for losses by $100 million primarily as a result of credit rating downgrades of certain lessees and financial market conditions. PMCC continues to monitor economic and credit conditions and may have to increase its allowance for losses if such conditions worsen.

The net impact to the allowance for losses for 2007 and 2006 related primarily to various airline leases. Amounts recovered of $129 million in 2007 related to partial recoveries of amounts charged to earnings in the allowance for losses in prior years. In addition in 2007, PMCC recovered $85 million related to amounts previously charged to earnings and written-off in prior years. In total, these recoveries resulted in additional operating companies income of $214 million for the year ended December 31, 2007. Acceleration of taxes on

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the foreclosures of leveraged leases written off amounted to approximately $50 million and $80 million in 2007 and 2006, respectively. There were no foreclosures in 2008.

PMCC’s portfolio remains diversified by lessee, industry segment and asset type. As of December 31, 2008, 74% of PMCC’s lessees were investment grade as measured by Moody’s Investor Services and Standard & Poor’s. Excluding aircraft lease investments, 86% of PMCC’s lessees were investment grade. All of PMCC’s lessees are current on their lease obligations.

In 2008, the credit ratings of Ambac Assurance Corporation (“Ambac”) and American International Group, Inc. (“AIG”) were downgraded by Moody’s Investor Services and Standard & Poor’s. Ambac and AIG provided initial credit support on various structured lease transactions entered into by PMCC, which involved the financing of core operating assets to creditworthy lessees. The credit rating downgrades of Ambac and AIG triggered requirements for the lessees to post collateral or replace Ambac and AIG as credit support providers in these transactions. Additional collateral has been posted for one transaction, and AIG credit support was replaced on two transactions. Two leases were sold, one subsequent to December 31, 2008, and PMCC is engaged in discussions with two lessees to replace Ambac as credit support on the remaining leases.

In 2007, a guarantor (Calpine Corporation) of a lease was operating under bankruptcy protection, but emerged in February 2008. The lease was not included in the bankruptcy filing and not affected by the guarantor’s bankruptcy. With the emergence of Calpine Corporation from bankruptcy, there are no PMCC lessees or guarantors under bankruptcy protection.

As discussed in Note 20. Contingencies, the Internal Revenue Service has disallowed benefits pertaining to several PMCC leveraged lease transactions for the years 1996 through 1999.

Note 9.

Short-Term Borrowings and Borrowing Arrangements:

At December 31, 2008 and 2007, Altria Group, Inc. had no short-term borrowings.

At December 31, 2008, the credit lines for Altria Group, Inc. and related activity were as follows:

	December 31, 2008
(in billions) Type	Credit Lines		Amount Drawn		Commercial Paper Outstanding		Lines Available
364-day bridge	$	4.3	$	—	$	—	$	4.3
Multi-year facility		3.5						3.5
	$	7.8	$	—	$	—	$	7.8

At December 31, 2008, Altria Group, Inc. had in place a multi-year revolving credit facility as amended on December 19, 2008 (as amended the “Revolving Facility”) in the amount of $3.5 billion, which expires April 15, 2010. The Revolving Facility requires Altria Group, Inc. to maintain a ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense (as defined in the Revolving Facility) of not less than 4.0 to 1.0 and, pursuant to the December 19, 2008 amendment, requires the maintenance of a ratio of debt to EBITDA (as defined in the Revolving Facility) of not more than 3.0 to 1.0 (prior to the amendment, such ratio was 2.5 to 1.0). At December 31, 2008, the ratios of EBITDA to interest expense, and debt to EBITDA, calculated in accordance with the agreement, were 17.6 to 1.0 and 1.4 to 1.0, respectively.

The Revolving Facility is used to support the issuance of commercial paper and to fund short-term cash needs when the commercial paper market is unavailable. At December 31, 2008, Altria Group, Inc. had no commercial paper outstanding and no borrowings under the Revolving Facility.

In connection with the acquisition of UST, in September 2008, Altria Group, Inc. entered into a commitment letter with certain financial institutions to provide up to $7.0 billion under a 364-day term bridge loan facility (the “Bridge Facility”). The commitment letter required that commitments under the Bridge Facility be reduced by an amount equal to 100% of the net proceeds of certain capital markets financing transactions, certain credit facility borrowings and certain asset sales in excess of $4.0 billion. As a result of Altria Group, Inc.’s November 2008 issuance of $6.0 billion in long-term notes (See Note 10. Long-Term Debt), commitments under the Bridge Facility were reduced by $1.9 billion to $5.1 billion. On December 19, 2008, Altria Group, Inc. entered into a definitive agreement for the Bridge Facility. Upon Altria Group, Inc.’s subsequent December 2008 issuance of $0.8 billion in long-term notes, commitments under the Bridge Facility were further reduced to $4.3 billion. On January 6, 2009, Altria Group, Inc. made its initial borrowing under the Bridge Facility in the amount of $4.3 billion, the full amount available for borrowing. The proceeds of this borrowing were used to fund in part the acquisition of UST. The Bridge Facility will expire in January 2010.

The Bridge Facility requires Altria Group, Inc. to maintain the same financial ratios as noted above for the Revolving Facility. The Bridge Facility requires prepayment of outstanding borrowings by an amount equal to 100% of the net proceeds of certain specified capital markets financing transactions, certain credit facility borrowings and certain asset sales.

Pricing under both the Revolving Facility and the Bridge Facility is modified in the event of a change in Altria Group, Inc.’s credit rating. Certain fees and interest rate adjustments are required under the Bridge Facility in the event borrowings under that facility are not refinanced within specified periods of time following the closing of the acquisition of UST. Altria Group, Inc. does not anticipate having to pay pricing changes or fees that would be material. Neither facility includes any other rating triggers; nor does either facility contain any provisions that could require the posting of collateral.

In January 2008, Altria Group, Inc. entered into a $4.0 billion 364-day bridge loan facility. The amount of Altria Group, Inc.’s borrowing capacity under that facility was reduced automatically by an amount equal to 100% of the net proceeds of any capital markets financing transaction.

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In November 2008, this bridge loan facility expired in accordance with its terms upon receipt of the net proceeds from the issuance of $6.0 billion of long-term notes described in Note 10. Long-Term Debt.

Altria Group, Inc. expects to continue to meet its covenants associated with its credit facilities.

As discussed in Note 21. Condensed Consolidating Financial Information, borrowings under Altria Group, Inc.’s credit facilities are fully and unconditionally guaranteed by PM USA.

Note 10.

Long-Term Debt:

At December 31, 2008 and 2007, Altria Group, Inc.’s long-term debt consisted of the following:

(in millions)	2008			2007
Consumer products:
Notes, 7.00% to 9.95% (average interest rate 9.2%), due through 2038	$	6,797		$	1,850
Debenture, 7.75% due 2027		42			750
Foreign currency obligation:
Euro, 5.63% due 2008					1,503
Other		135			136
		6,974			4,239
Less current portion of long-term debt		(135	)		(2,354	)
	$	6,839		$	1,885
Financial services:
Eurodollar bonds, 7.50%, due 2009	$	500		$	500

Aggregate maturities of Altria Group, Inc.’s long-term debt, are as follows:

(in millions)	Consumer Products		Financial Services
2009	$	135	$	500
2010		775
2013		1,459
2018		3,100
2027		42
2038		1,500

The aggregate fair value, based substantially on readily available quoted market prices, of Altria Group, Inc.’s long-term debt at December 31, 2008, was $8.6 billion, as compared with its carrying value of $7.5 billion. The aggregate fair value, based on market quotes, of Altria Group, Inc.’s long-term debt at December 31, 2007, was $5.0 billion, as compared with its carrying value of $4.7 billion.

As discussed in Note 21. Condensed Consolidating Financial Information, substantially all long-term debt of Altria Group, Inc. is fully and unconditionally guaranteed by PM USA.

Debt Issued:

Altria Group, Inc. issued $6.0 billion of senior unsecured long-term notes in November 2008 and $775 million of senior unsecured long-term notes in December 2008 (collectively, the “Notes”), which are included in the tables above. As discussed further in Note 23. Subsequent Events, the net proceeds from the issuances of the Notes ($6.7 billion) were used along with borrowings under the Bridge Facility to finance the acquisition of UST on January 6, 2009.

The Notes are Altria Group, Inc.’s senior unsecured obligations and rank equally in right of payment with all of Altria Group, Inc.’s existing and future senior unsecured indebtedness. The interest rate payable on each series of Notes is subject to adjustment from time to time if the rating assigned to the Notes of such series by Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services is downgraded (or subsequently upgraded) as and to the extent set forth in the terms of the Notes. Upon the occurrence of both (i) a change of control of Altria Group, Inc. and (ii) the Notes ceasing to be rated investment grade by each of Moody’s Investors Service, Inc., Standard & Poor’s Ratings Services and Fitch Ratings within a specified time period, Altria Group, Inc. will be required to make an offer to purchase the Notes of each series at a price equal to 101% of the aggregate principal amount of such series, plus accrued interest to the date of repurchase as and to the extent set forth in the terms of the Notes.

The obligations of Altria Group, Inc. under the Notes are fully and unconditionally guaranteed by PM USA. See Note 21. Condensed Consolidating Financial Information. The Notes contain the following terms:

November Issuance

• $1.4 billion at 8.50%, due 2013, interest payable semi-annually beginning May 2009

• $3.1 billion at 9.70%, due 2018, interest payable semi-annually beginning May 2009

• $1.5 billion at 9.95%, due 2038, interest payable semi-annually beginning May 2009

December Issuance

• $0.8 billion at 7.125%, due 2010, interest payable semi-annually beginning June 2009

Tender Offer for Altria Group, Inc. Notes: In connection with the spin-off of PMI, in the first quarter of 2008, Altria Group, Inc. and its subsidiary, Altria Finance (Cayman Islands) Ltd., completed tender offers to purchase for cash $2.3 billion of notes and debentures denominated in U.S. dollars, and €373 million in euro-denominated bonds, equivalent to $568 million in U.S. dollars.

As a result of the tender offers and consent solicitations, Altria Group, Inc. recorded a pre-tax loss of $393 million, which included tender and consent fees of $371 million, on the early extinguishment of debt in the first quarter of 2008.

36

Note 11.

Capital Stock:

Shares of authorized common stock are 12 billion; issued, repurchased and outstanding shares were as follows:

	Shares Issued	Shares Repurchased		Shares Outstanding
Balances, January 1, 2006	2,805,961,317	(721,696,918	)	2,084,264,399
Exercise of stock options and issuance of other stock awards		12,816,529		12,816,529
Balances, December 31, 2006	2,805,961,317	(708,880,389	)	2,097,080,928
Exercise of stock options and issuance of other stock awards		10,595,834		10,595,834
Balances, December 31, 2007	2,805,961,317	(698,284,555	)	2,107,676,762
Exercise of stock options and issuance of other stock awards		7,144,822		7,144,822
Repurchased		(53,450,000	)	(53,450,000	)
Balances, December 31, 2008	2,805,961,317	(744,589,733	)	2,061,371,584

At December 31, 2008, 69,562,518 shares of common stock were reserved for stock options and other stock awards under Altria Group, Inc.’s stock plans, and 10 million shares of Serial Preferred Stock, $1.00 par value, were authorized, none of which have been issued.

Note 12.

Stock Plans:

Under the Altria Group, Inc. 2005 Performance Incentive Plan (the “2005 Plan”), Altria Group, Inc. may grant to eligible employees stock options, stock appreciation rights, restricted stock, deferred stock, and other stock-based awards, as well as cash-based annual and long-term incentive awards. Up to 50 million shares of common stock may be issued under the 2005 Plan. In addition, Altria Group, Inc. may grant up to one million shares of common stock to members of the Board of Directors who are not employees of Altria Group, Inc. under the 2005 Stock Compensation Plan for Non-Employee Directors (the “2005 Directors Plan”). Shares available to be granted under the 2005 Plan and the 2005 Directors Plan at December 31, 2008 were 41,620,706 and 901,957, respectively.

As more fully described in Note 1. Background and Basis of Presentation, during 2008 certain modifications were made to stock options, restricted stock and deferred stock as a result of the PMI spin-off. In addition, similar modifications were made during 2007 as a result of the Kraft spin-off.

Altria Group, Inc. has not granted stock options to employees since 2002. Under certain circumstances, senior executives who exercised outstanding stock options using shares to pay the option exercise price and taxes received Executive Ownership Stock Options (“EOSOs”) equal to the number of shares tendered. EOSOs were granted at an exercise price of not less than fair market value on the date of the grant, and became exercisable six months after the grant date. This feature ceased during 2007. During the years ended December 31, 2007 and 2006, Altria Group, Inc. granted 0.5 million and 0.7 million EOSOs, respectively.

Stock Option Plan

In connection with the PMI and Kraft spin-offs, Altria Group, Inc. employee stock options were modified through the issuance of PMI employee stock options (in connection with the PMI spin-off) and Kraft stock options (in connection with the Kraft spin-off), and the adjustment of the stock option exercise prices for the Altria Group, Inc. awards. For each employee stock option outstanding, the aggregate intrinsic value of the option immediately after each spin-off was not greater than the aggregate intrinsic value of the option immediately before each spin-off. Due to the fact that the Black-Scholes fair values of the awards immediately before and immediately after each spin-off were equivalent, as measured in accordance with the provisions of SFAS No. 123(R), no incremental compensation expense was recorded as a result of the modifications of the Altria Group, Inc. awards.

Pre-tax compensation cost and the related tax benefit for stock option awards totaled $9 million and $3 million, respectively, for the year ended December 31, 2007. Pre-tax compensation cost and the related tax benefit for stock option awards totaled $17 million and $6 million, respectively, for the year ended December 31, 2006. Pre-tax compensation cost for stock option awards included $1 million in 2007 and $4 million in 2006 related to employees of discontinued operations. The fair value of the awards was determined using a modified Black-Scholes methodology using the following weighted average assumptions:

	Risk-Free Interest Rate		Expected Life	Expected Volatility		Expected Dividend Yield
2007 Altria Group, Inc.	4.56	%	4 years	25.98	%	3.99	%
2006 Altria Group, Inc.	4.83		4	28.30		4.29

37

Altria Group, Inc. stock option activity was as follows for the year ended December 31, 2008:

	Shares Subject to Option		Weighted Average Exercise Price		Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance at January 1, 2008	29,536,591		$	10.74
Options exercised	(6,846,763	)		13.05
Options canceled	(26,490	)		9.27
Balance/Exercisable at December 31, 2008	22,663,338			10.04	2 years	$	114 million

As more fully described in Note 1. Background and Basis of Presentation, the weighted average exercise prices shown in the table above were reduced as a result of the PMI and Kraft spin-offs.

The aggregate intrinsic value shown in the table above was based on the December 31, 2008 closing price for Altria Group, Inc.’s common stock of $15.06. The weighted-average grant date fair value of options granted during the years ended December 31, 2007 and 2006 was $15.55 and $14.53, respectively. The total intrinsic value of options exercised during the years ended December 31, 2008, 2007 and 2006 was $119 million, $454 million and $456 million, respectively.

Restricted and Deferred Stock Plans

Altria Group, Inc. may grant shares of restricted stock and deferred stock to eligible employees, giving them in most instances all of the rights of stockholders, except that they may not sell, assign, pledge or otherwise encumber such shares. Such shares are subject to forfeiture if certain employment conditions are not met. Restricted and deferred stock generally vests on the third anniversary of the grant date.

The fair value of the restricted shares and deferred shares at the date of grant is amortized to expense ratably over the restriction period, which is generally three years. Altria Group, Inc. recorded pre-tax compensation expense related to restricted stock and deferred stock granted to employees of its continuing operations for the years ended December 31, 2008, 2007 and 2006 of $38 million, $80 million and $59 million, respectively. The deferred tax benefit recorded related to this compensation expense was $15 million, $29 million and $22 million for the years ended December 31, 2008, 2007 and 2006, respectively. The unamortized compensation expense related to Altria Group, Inc. restricted stock and deferred stock was $59 million at December 31, 2008 and is expected to be recognized over a weighted average period of 2 years.

Altria Group, Inc. restricted stock and deferred stock activity was as follows for the year ended December 31, 2008:

	Number of Shares		Weighted-Average Grant Date Fair Value Per Share
Balance at January 1, 2008	6,147,507		$	65.11
Granted	2,417,578			22.98
Vested	(2,057,102	)		60.27
Forfeited	(755,206	)		63.74
Balance at December 31, 2008	5,752,777		$	49.31

In January 2008, Altria Group, Inc. issued 1.9 million shares of deferred stock to eligible U.S.-based and non-U.S. employees. Restrictions on these shares lapse in the first quarter of 2011. The market value per share was $76.76 on the date of grant. Recipients of 0.5 million of these Altria Group, Inc. deferred shares, who were employed by Altria Group, Inc. after the PMI spin-off, received 1.3 million additional shares of deferred stock of Altria Group, Inc. to preserve the intrinsic value of the award, and accordingly, the grant date fair value per share, in the table above, related to this grant was reduced. Recipients of 1.4 million shares of Altria Group, Inc. deferred stock awarded on January 30, 2008, who were employed by PMI after the PMI spin-off received substitute shares of deferred stock of PMI to preserve the intrinsic value of the award.

The grant price information for restricted stock and deferred stock awarded prior to January 30, 2008 reflects historical market prices which are not adjusted to reflect the PMI spin-off, and the grant price information for restricted and deferred stock awarded prior to January 31, 2007 reflects historical market prices which are not adjusted to reflect the Kraft spin-off. As discussed in Note 1. Background and Basis of Presentation, as a result of the PMI spin-off, holders of restricted stock and deferred stock awarded prior to January 30, 2008 retained their existing award and received restricted stock or deferred stock of PMI. In addition, as a result of the Kraft spin-off, holders of restricted and deferred stock awarded prior to January 31, 2007 retained their existing award and received restricted stock or deferred stock of Kraft Class A common stock.

The weighted-average grant date fair value of Altria Group, Inc. restricted stock and deferred stock granted during the years ended December 31, 2008, 2007 and 2006 was $56 million, $150 million and $146 million, respectively, or $22.98, $65.62 and $74.21 per restricted or deferred share, respectively. The total fair value of Altria Group, Inc. restricted stock and deferred stock vested during the years ended December 31, 2008, 2007 and 2006 was $140 million, $184 million and $215 million, respectively.

38

Note 13.

Earnings per Share:

Basic and diluted EPS from continuing and discontinued operations were calculated using the following:

	For the Years Ended December 31,
(in millions)	2008		2007		2006
Earnings from continuing operations	$	3,090	$	3,131	$	3,182
Earnings from discontinued operations		1,840		6,655		8,840
Net earnings	$	4,930	$	9,786	$	12,022
Weighted average shares for basic EPS		2,075		2,101		2,087
Plus incremental shares from assumed conversions:
Restricted stock and deferred stock		3		3		4
Stock options		9		12		14
Weighted average shares for diluted EPS		2,087		2,116		2,105

For the 2008 and 2007 computations, there were no antidilutive stock options. For the 2006 computation, the number of stock options excluded from the calculation of weighted average shares for diluted EPS because their effects were antidilutive was immaterial.

Note 14.

Income Taxes:

Earnings from continuing operations before income taxes, and provision for income taxes consisted of the following for the years ended December 31, 2008, 2007 and 2006:

(in millions)	2008			2007			2006
Earnings from continuing operations before income taxes:
United States	$	4,789		$	4,674		$	4,732
Outside United States		—			4			21
Total	$	4,789		$	4,678		$	4,753
Provision for income taxes:
United States federal:
Current	$	1,486		$	1,665		$	1,834
Deferred		(95	)		(211	)		(543	)
		1,391			1,454			1,291
State and local:
Current		351			98			303
Deferred		(43	)		(8	)		(27	)
		308			90			276
Total United States		1,699			1,544			1,567
Outside United States:
Current		—			3			4
Total provision for income taxes	$	1,699		$	1,547		$	1,571

The Internal Revenue Service (“IRS”) concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999, and issued a final Revenue Agent’s Report (“RAR”) in March 2006. Altria Group, Inc. has agreed with all conclusions of the RAR, with the exception of certain leasing matters discussed in Note 20. Contingencies. Consequently, in March 2006, Altria Group, Inc. recorded non-cash tax benefits of $1.0 billion, which principally represented the reversal of tax reserves following the issuance of and agreement with the RAR. Altria Group, Inc. reimbursed $337 million and $450 million in cash to Kraft and PMI, respectively, for their portion of the $1.0 billion related to federal tax benefits, as well as pre-tax interest of $46 million to Kraft. The total tax benefits related to Kraft and PMI, which included the above mentioned federal tax benefits, as well as state tax benefits of $74 million, were reclassified to earnings from discontinued operations. The tax reversal resulted in an increase to earnings from continuing operations of $146 million for the year ended December 31, 2006.

Altria Group, Inc.’s U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. The U.S. federal statute of limitations remains open for the year 2000 and onward with years 2000 to 2003 currently under examination by the IRS. State jurisdictions have statutes of limitations generally ranging from 3 to 5 years. Altria Group, Inc. is currently under examination in various states.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(in millions)
Balance at January 1, 2007	$	1,053
Additions based on tax positions related to the current year		70
Additions for tax positions of prior years		22
Reductions for tax positions of prior years		(28	)
Reductions for tax positions due to lapse of statutes of limitations		(116	)
Settlements		(21	)
Reduction of state and foreign unrecognized tax benefits due to Kraft spin-off		(365	)
Balance at December 31, 2007		615
Additions based on tax positions related to the current year		50
Additions for tax positions of prior years		70
Reductions for tax positions of prior years		(10	)
Settlements		(2	)
Reduction of state and foreign unrecognized tax benefits due to PMI spin-off		(54	)
Balance at December 31, 2008	$	669

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Unrecognized tax benefits and Altria Group, Inc.’s consolidated liability for tax contingencies were as follows:

(in millions)	December 31, 2008			December 31, 2007
Unrecognized tax benefits —
Altria Group, Inc.	$	275		$	182
Unrecognized tax benefits —
Kraft		274			270
Unrecognized tax benefits —
PMI		120			163
Unrecognized tax benefits		669			615
Accrued interest and penalties		302			267
Tax credits and other indirect benefits		(94	)		(102	)
Liability for tax contingencies	$	877		$	780

The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate at December 31, 2008 was $216 million, along with $59 million affecting deferred taxes and the remainder of $120 million and $274 million affecting the receivables from PMI and Kraft, respectively, discussed below. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate at December 31, 2007 was $150 million, along with $32 million affecting deferred taxes and the remainder of $163 million and $270 million affecting the receivables from PMI and Kraft, respectively, discussed below.

For the years ended December 31, 2008 and 2007, Altria Group, Inc. recognized in its consolidated statements of earnings $41 million and $13 million of interest, respectively.

Under the Tax Sharing Agreements between Altria Group, Inc. and PMI, and between Altria Group, Inc. and Kraft, PMI and Kraft are responsible for their respective pre-spin-off tax obligations. However, due to regulations governing the U.S. federal consolidated tax return, Altria Group, Inc. remains severally liable for PMI’s and Kraft’s pre-spin-off federal taxes. As a result, Altria Group, Inc. continues to include $120 million and $274 million of unrecognized tax benefits for PMI and Kraft, respectively, in its liability for uncertain tax positions, and corresponding receivables from PMI and Kraft of $120 million and $274 million, respectively, are included in other assets.

Altria Group, Inc. recognizes accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December 31, 2008, Altria Group, Inc. had $302 million of accrued interest and penalties, of which approximately $32 million and $100 million related to PMI and Kraft, respectively, for which PMI and Kraft are responsible under their respective Tax Sharing Agreements. The receivables from PMI and Kraft are included in other assets. As of December 31, 2007, Altria Group, Inc. had $267 million of accrued interest and penalties, of which approximately $53 million and $88 million related to PMI and Kraft, respectively.

It is reasonably possible that within the next 12 months certain state examinations will be resolved, which could result in a decrease in unrecognized tax benefits and interest of approximately $45 million.

The effective income tax rate on pre-tax earnings from continuing operations differed from the U.S. federal statutory rate for the following reasons for the years ended December 31, 2008, 2007 and 2006:

	2008		2007		2006
U.S. federal statutory rate	35.0	%	35.0	%	35.0	%
Increase (decrease) resulting from:
State and local income taxes, net of federal tax benefit	4.2		3.6		3.9
Benefit recognized on conclusion of IRS audit					(3.1	)
Reversal of tax reserves no longer required			(2.4	)
Domestic manufacturing deduction	(1.6	)	(1.7	)	(1.2	)
SABMiller dividend benefit	(2.1	)	(2.0	)	(1.4	)
Other			0.6		(0.1	)
Effective tax rate	35.5	%	33.1	%	33.1	%

The tax provision in 2008 includes net tax benefits of $58 million primarily from the reversal of tax accruals no longer required in the fourth quarter. The tax provision in 2007 includes net tax benefits of $111 million related to the reversal of tax reserves and associated interest resulting from the expiration of statutes of limitations ($55 million in the third quarter and $56 million in the fourth quarter). The tax provision in 2007 also includes $57 million related to the reversal of tax accruals no longer required in the fourth quarter. The tax provision in 2006 includes $146 million of non-cash tax benefits recognized after the IRS concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999 in the first quarter of 2006.

The tax effects of temporary differences that gave rise to consumer products deferred income tax assets and liabilities consisted of the following at December 31, 2008 and 2007:

(in millions)	2008			2007
Deferred income tax assets:
Accrued postretirement and postemployment benefits	$	1,181		$	1,055
Settlement charges		1,659			1,642
Accrued pension costs		495
Net operating losses and tax credit carryforwards		126			177
Other					94
Total deferred income tax assets		3,461			2,968
Deferred income tax liabilities:
Property, plant and equipment		(360	)		(418	)
Prepaid pension costs					(311	)
Investment in SABMiller		(1,389	)		(1,480	)
Other		(51	)
Total deferred income tax liabilities		(1,800	)		(2,209	)
Valuation allowances		(80	)		(111	)
Net deferred income tax assets	$	1,581		$	648

Financial services deferred income tax liabilities are primarily attributable to temporary differences relating to net investments in finance leases.

40

Altria Group, Inc. has state tax net operating losses of $2,780 million which, if unutilized, will expire in 2009 through 2029 and state tax credit carryforwards of $112 million which, if unutilized, will expire in 2009 through 2017. A valuation allowance is recorded against certain state net operating losses and state tax credit carryforwards due to uncertainty regarding their utilization.

Note 15.

Segment Reporting:

The products of Altria Group, Inc.’s consumer products subsidiaries include cigarettes and other tobacco products sold in the United States by PM USA, and machine-made large cigars and pipe tobacco sold by Middleton. Another subsidiary of Altria Group, Inc., PMCC, maintains a portfolio of leveraged and direct finance leases.

As discussed in Note 1. Background and Basis of Presentation, beginning with the first quarter of 2008, Altria Group, Inc. revised its reportable segments. Altria Group, Inc.’s reportable segments are Cigarettes and other tobacco products; Cigars; and Financial services.

Altria Group, Inc.’s management reviews operating companies income to evaluate segment performance and allocate resources. Operating companies income for the segments excludes general corporate expense and amortization of intangibles. Interest and other debt expense, net (consumer products), and provision for income taxes are centrally managed at the corporate level and, accordingly, such items are not presented by segment since they are excluded from the measure of segment profitability reviewed by Altria Group, Inc.’s management. Information about total assets by segment is not disclosed because such information is not reported to or used by Altria Group, Inc.’s chief operating decision maker. Segment goodwill and other intangible assets, net, are disclosed in Note 2. Summary of Significant Accounting Policies. The accounting policies of the segments are the same as those described in Note 2.

Segment data were as follows:

(in millions) For the Years Ended December 31,	2008			2007			2006
Net revenues:
Cigarettes and other tobacco products	$	18,753		$	18,470		$	18,474
Cigars		387			15
Financial services		216			179			316
Net revenues	$	19,356		$	18,664		$	18,790
Earnings from continuing operations before income taxes:
Operating companies income:
Cigarettes and other tobacco products	$	4,866		$	4,511		$	4,812
Cigars		164			7
Financial services		71			380			175
Amortization of intangibles		(7	)
Gain on sale of corporate headquarters building		404
General corporate expenses		(266	)		(427	)		(427	)
Corporate asset impairment and exit costs		(350	)		(98	)		(42	)
Operating income		4,882			4,373			4,518
Interest and other debt expense, net		(167	)		(205	)		(225	)
Loss on early extinguishment of debt		(393	)
Equity earnings in SABMiller		467			510			460
Earnings from continuing operations before income taxes	$	4,789		$	4,678		$	4,753

PM USA and Middleton’s largest customer, McLane Company, Inc., accounted for approximately 27%, 26% and 25% of Altria Group, Inc.’s consolidated net revenues for the years ended December 31, 2008, 2007 and 2006, respectively. These net revenues were reported in the Cigarettes and other tobacco products and Cigars segments.

Items affecting the comparability of results from continuing operations were as follows:

• Asset Impairment and Exit Costs — See Note 3. Asset Impairment and Exit Costs, for a breakdown of asset impairment and exit costs by segment.

• Sales to PMI — Subsequent to the PMI spin-off, PM USA recorded net revenues of $298 million, from contract volume manufactured for PMI under an agreement that terminated in the fourth quarter of 2008.

• Gain on Sale of Corporate Headquarters Building — On March 25, 2008, Altria Group, Inc. sold its corporate headquarters building in New York City for $525 million and recorded a pre-tax gain on sale of $404 million.

41

• Loss on Early Extinguishment of Debt — As discussed in Note 10. Long-Term Debt, in the first quarter of 2008, Altria Group, Inc. and its subsidiary, Altria Finance (Cayman Islands) Ltd., completed tender offers to purchase for cash $2.3 billion of notes and debentures denominated in U.S. dollars, and €373 million in euro-denominated bonds, equivalent to $568 million in U.S. dollars.

As a result of the tender offers and consent solicitations, Altria Group, Inc. recorded a pre-tax loss of $393 million, which included tender and consent fees of $371 million, on the early extinguishment of debt in the first quarter of 2008.

• PMCC Allowance for Losses — During 2008, PMCC increased its allowance for losses by $100 million primarily as a result of credit rating downgrades of certain lessees and financial market conditions. See Note 8. Finance Assets, net.

• Financing Fees — During 2008, Altria Group, Inc. incurred structuring and arrangement fees for borrowing facilities related to the acquisition of UST. These fees are being amortized over the lives of the facilities. In 2008, Altria Group, Inc. recorded a pre-tax charge of $58 million for these fees, which are included in interest and other debt expense, net.

• Recoveries/Provision from/for Airline Industry Exposure — As discussed in Note 8. Finance Assets, net, during 2007, PMCC recorded pre-tax gains of $214 million on the sale of its ownership interests and bankruptcy claims in certain leveraged lease investments in aircraft, which represented a partial recovery, in cash, of amounts that had been previously written down. During 2006, PMCC increased its allowance for losses by $103 million, due to issues within the airline industry.

• SABMiller Intangible Asset Impairments — Altria Group, Inc.’s 2008 equity earnings in SABMiller included intangible asset impairment charges of $85 million.

• Acquisition of Middleton — In December 2007, Altria Group, Inc. acquired Middleton.

(in millions) For the Years Ended December 31,	2008		2007		2006
Depreciation expense:
Cigarettes and other tobacco products	$	182	$	210	$	202
Cigars		1
Corporate		25		22		53
Total depreciation expense	$	208	$	232	$	255
(in millions) For the Years Ended December 31,	2008		2007		2006
Capital expenditures:
Cigarettes and other tobacco products	$	220	$	352	$	361
Cigars		7
Corporate		14		34		38
Total capital expenditures	$	241	$	386	$	399

Note 16.

Benefit Plans:

Altria Group, Inc. sponsors noncontributory defined benefit pension plans covering substantially all employees, except that as of January 1, 2008, new employees are not eligible to participate in the defined benefit plans, but instead are eligible for a company match contribution in a defined contribution plan. In addition, Altria Group, Inc. provides health care and other benefits to substantially all retired employees.

The plan assets and benefit obligations of Altria Group, Inc.’s pension plans are measured at December 31 of each year. The benefit obligations of Altria Group, Inc.’s postretirement plans are measured at December 31 of each year.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFAS No. 158”). SFAS No. 158 requires that employers recognize the funded status of their defined benefit pension and other postretirement plans on the consolidated balance sheet and record as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that have not been recognized as components of net periodic benefit cost. Altria Group, Inc. adopted SFAS No. 158, prospectively, on December 31, 2006. The initial adoption of SFAS No. 158 resulted in a reduction to stockholders’ equity of $3,386 million on December 31, 2006.

The amounts recorded in accumulated other comprehensive losses at December 31, 2008 consisted of the following:

(in millions)	Pensions			Post- retirement			Post- employment			Total
Net losses	$	(2,907	)	$	(595	)	$	(140	)	$	(3,642	)
Prior service (cost) credit		(71	)		79						8
Deferred income taxes		1,161			198			54			1,413
Amounts recorded in accumulated other comprehensive losses	$	(1,817	)	$	(318	)	$	(86	)	$	(2,221	)

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The amounts recorded in accumulated other comprehensive losses at December 31, 2007 consisted of the following:

(in millions)	Pensions			Post- retirement			Post- employment			Total
Net losses	$	(939	)	$	(356	)	$	(149	)	$	(1,444	)
Prior service
(cost) credit		(55	)		100						45
Deferred income taxes		386			95			58			539
Amounts to be amortized — continuing operations		(608	)		(161	)		(91	)		(860	)
Amounts related to discontinued operations		(49	)					(51	)		(100	)
Amounts recorded in accumulated other comprehensive losses	$	(657	)	$	(161	)	$	(142	)	$	(960	)

The movements in other comprehensive earnings/losses during the year ended December 31, 2008 were as follows:

(in millions)	Pensions			Post- retirement			Post- employment			Total
Amounts transferred to earnings as components of net periodic benefit cost:
Amortization:
Net losses	$	59		$	31		$	9		$	99
Prior service cost/credit		12			(9	)					3
Other income/expense:
Net losses		45									45
Prior service cost/credit		2			(5	)					(3	)
Deferred income taxes		(46	)		(6	)		(4	)		(56	)
		72			11			5			88
Other movements during the year:
Net losses		(2,072	)		(270	)		—			(2,342	)
Prior service cost/credit		(30	)		(7	)					(37	)
Deferred income taxes		821			109						930
		(1,281	)		(168	)		—			(1,449	)
Amounts related to continuing operations		(1,209	)		(157	)		5			(1,361	)
Amounts related to discontinued operations		(24	)								(24	)
Total movements in other comprehensive earnings/losses	$	(1,233	)	$	(157	)	$	5		$	(1,385	)

The movements in other comprehensive earnings/losses during the year ended December 31, 2007 were as follows:

(in millions)	Pensions			Post- retirement			Post- employment			Total
Amounts transferred to earnings as components of net periodic benefit cost:
Amortization:
Net losses	$	82		$	20		$	10		$	112
Prior service cost/credit		10			(8	)					2
Other income/expense:
Net losses		62			33						95
Prior service cost/credit		25			(6	)					19
Deferred income taxes		(71	)		(15	)		(4	)		(90	)
		108			24			6			138
Other movements during the year:
Net losses		168			96			(23	)		241
Prior service cost/credit		(8	)		23						15
Deferred income taxes		(68	)		(49	)		9			(108	)
		92			70			(14	)		148
Amounts related to continuing operations		200			94			(8	)		286
Amounts related to discontinued operations		467			4			(13	)		458
Total movements in other comprehensive earnings/losses	$	667		$	98		$	(21	)	$	744

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Pension Plans

Obligations and Funded Status

The projected benefit obligations, plan assets and funded status of Altria Group, Inc.’s pension plans at December 31, 2008 and 2007, were as follows:

(in millions)	2008			2007
Projected benefit obligation at January 1	$	5,143		$	5,255
Service cost		99			103
Interest cost		304			309
Benefits paid		(298	)		(281	)
Termination, settlement and curtailment		50			(50	)
Actuarial losses (gains)		237			(200	)
Divestitures		(223	)
Acquisitions					7
Other		30
Projected benefit obligation at December 31		5,342			5,143
Fair value of plan assets at January 1		5,841			5,697
Actual return on plan assets		(1,462	)		397
Employer contributions		45			37
Benefits paid		(298	)		(281	)
Actuarial gains (losses)		14			(9	)
Divestitures		(211	)
Fair value of plan assets at December 31		3,929			5,841
Net pension (liability) asset recognized at December 31	$	(1,413	)	$	698

The net pension (liability) asset recognized in Altria Group, Inc.’s consolidated balance sheets at December 31, 2008 and 2007, was as follows:

(in millions)	2008			2007
Prepaid pension assets	$	—		$	912
Other accrued liabilities		(20	)		(16	)
Accrued pension costs		(1,393	)		(198	)
	$	(1,413	)	$	698

The accumulated benefit obligation, which represents benefits earned to date, for the pension plans was $4.9 billion and $4.6 billion at December 31, 2008 and 2007, respectively.

At December 31, 2008, the accumulated benefit obligations were in excess of plan assets for all pension plans. At December 31, 2007, for plans with accumulated benefit obligations in excess of plan assets, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets were $211 million, $145 million and $2 million, respectively.

The following assumptions were used to determine Altria Group, Inc.’s benefit obligations under the plans at December 31:

	2008		2007
Discount rate	6.10	%	6.20	%
Rate of compensation increase	4.50		4.50

The discount rates for Altria Group, Inc.’s plans were developed from a model portfolio of high-quality corporate bonds with durations that match the expected future cash flows of the benefit obligations.

Components of Net Periodic Benefit Cost

Net periodic pension cost consisted of the following for the years ended December 31, 2008, 2007 and 2006:

(in millions)	2008			2007			2006
Service cost	$	99		$	103		$	115
Interest cost		304			309			291
Expected return on plan assets		(428	)		(429	)		(393	)
Amortization:
Net loss		59			82			154
Prior service cost		12			10			12
Termination, settlement and curtailment		97			37			15
Net periodic pension cost	$	143		$	112		$	194

Termination, settlement and curtailment costs of $97 million during 2008, primarily reflects termination benefits related to Altria Group, Inc.’s restructuring programs (see Note 3. Asset Impairment and Exit Costs). During 2007, PM USA’s announced closure of its Cabarrus, North Carolina manufacturing facility, and workforce reduction programs resulted in curtailment losses and termination benefits of $37 million. This curtailment prompted a revaluation of the plans at a discount rate of 6.3%, resulting in an increase in prepaid pension assets of approximately $500 million and a corresponding increase, net of income taxes, to stockholders’ equity. During 2006, employees left Altria Group, Inc. under voluntary early retirement and workforce reduction programs. These events resulted in settlement losses, curtailment losses and termination benefits for the plans in 2006 of $15 million.

The amounts included in termination, settlement and curtailment in the table above for the years ended December 31, 2008 and 2007 were comprised of the following changes:

(in millions)	2008		2007
Benefit obligation	$	50	$	(50	)
Other comprehensive earnings/losses:
Net losses		45		62
Prior service cost		2		25
	$	97	$	37

For the pension plans, the estimated net loss and prior service cost that are expected to be amortized from accumulated other comprehensive losses into net periodic benefit cost during 2009 are $110 million and $12 million, respectively.

The following assumptions were used to determine Altria Group, Inc.’s net pension cost for the years ended December 31:

	2008		2007		2006
Discount rate	6.20	%	6.10	%	5.70	%
Expected rate of return on plan assets	8.00		8.00		8.00
Rate of compensation increase	4.50		4.50		4.50

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Altria Group, Inc.’s expected rate of return on plan assets is determined by the plan assets’ historical long-term investment performance, current asset allocation and estimates of future long-term returns by asset class.

Altria Group, Inc. sponsors deferred profit-sharing plans covering certain salaried, non-union and union employees. Contributions and costs are determined generally as a percentage of pre-tax earnings, as defined by the plans. Amounts charged to expense for these defined contribution plans totaled $128 million, $130 million and $140 million in 2008, 2007 and 2006, respectively.

Plan Assets

The percentage of fair value of pension plan assets at December 31, 2008 and 2007, was as follows:

Asset Category	2008		2007
Equity securities	51	%	72	%
Debt securities	40		28
Cash	9
Total	100	%	100	%

Altria Group, Inc.’s investment strategy is based on an expectation that equity securities will outperform debt securities over the long term. Accordingly, the composition of Altria Group, Inc.’s U.S. plan assets was broadly characterized as a 70%/30% allocation between equity and debt securities. Beginning in 2008, Altria Group, Inc. decided to change the allocation between equity and debt securities to 55%/45%, reflecting the impact of the changing demographic mix of plan participants on benefit obligations. The strategy utilizes indexed U.S. equity securities, actively managed international equity securities and actively managed investment grade debt securities (which constitute 80% or more of debt securities) with lesser allocations to high-yield and international debt securities.

Altria Group, Inc. attempts to mitigate investment risk by rebalancing between equity and debt asset classes as Altria Group, Inc.’s contributions and monthly benefit payments are made.

Altria Group, Inc. presently makes, and plans to make, contributions, to the extent that they are tax deductible and to pay benefits that relate to plans for salaried employees that cannot be funded under Internal Revenue Service regulations. Currently, Altria Group, Inc. anticipates making contributions of $20 million in 2009 to its pension plans, based on current tax law. However, these estimates are subject to change as a result of changes in tax and other benefit laws, as well as asset performance significantly above or below the assumed long-term rate of return on pension assets, or changes in interest rates.

The estimated future benefit payments from the Altria Group, Inc. pension plans at December 31, 2008, were as follows:

(in millions)
2009	$	289
2010		296
2011		305
2012		316
2013		324
2014 – 2018		1,796

Postretirement Benefit Plans

Net postretirement health care costs consisted of the following for the years ended December 31, 2008, 2007 and 2006:

(in millions)	2008			2007			2006
Service cost	$	41		$	41		$	49
Interest cost		130			120			121
Amortization:
Net loss		31			20			39
Prior service credit		(9	)		(8	)		(4	)
Other		23			(2	)		3
Net postretirement health care costs	$	216		$	171		$	208

“Other” postretirement cost of $23 million during 2008 primarily reflects termination benefits and curtailment losses related to Altria Group, Inc.’s restructuring programs (see Note 3. Asset Impairment and Exit Costs). During 2007, Altria Group, Inc. had curtailment gains related to PM USA’s announced closure of its Cabarrus, North Carolina manufacturing facility, which are included in “other”, above. During 2006, Altria Group, Inc. instituted early retirement programs which resulted in special termination benefits and curtailment losses, which are included in “other”, above.

The amounts included in “other” in the table above for the years ended December 31, 2008 and 2007 were comprised of the following changes:

(in millions)	2008			2007
Accumulated postretirement health care costs	$	28		$	(29	)
Other comprehensive earnings/losses:
Net losses					33
Prior service credit		(5	)		(6	)
Other	$	23		$	(2	)

For the postretirement benefit plans, the estimated net loss and prior service credit that are expected to be amortized from accumulated other comprehensive losses into net postretirement health care costs during 2009 are $40 million and $(8) million, respectively.

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The following assumptions were used to determine Altria Group, Inc.’s net postretirement cost for the years ended December 31:

	2008		2007		2006
Discount rate	6.20	%	6.10	%	5.70	%
Health care cost trend rate	8.00		8.00		8.00

Altria Group, Inc.’s postretirement health care plans are not funded. The changes in the accumulated postretirement benefit obligation and net amount accrued at December 31, 2008 and 2007, were as follows:

(in millions)	2008			2007
Accumulated postretirement benefit obligation at January 1	$	2,033		$	2,113
Service cost		41			41
Interest cost		130			120
Benefits paid		(105	)		(93	)
Curtailments		28			(29	)
Plan amendments					(23	)
Assumption changes		117
Actuarial losses (gains)		161			(96	)
Divestitures		(70	)
Accrued postretirement health care costs at December 31	$	2,335		$	2,033

The current portion of Altria Group, Inc.’s accrued post-retirement health care costs of $127 million and $117 million at December 31, 2008 and 2007, respectively, is included in other accrued liabilities on the consolidated balance sheets.

The following assumptions were used to determine Altria Group, Inc.’s postretirement benefit obligations at December 31:

	2008		2007
Discount rate	6.10	%	6.20	%
Health care cost trend rate assumed for next year	8.00		8.00
Ultimate trend rate	5.00		5.00
Year that the rate reaches the ultimate trend rate	2015		2011

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects as of December 31, 2008:

	One-Percentage- Point Increase		One-Percentage- Point Decrease
Effect on total of service and interest cost	12.9	%	(10.3	)%
Effect on postretirement benefit obligation	11.1		(9.6	)

Altria Group, Inc.’s estimated future benefit payments for its postretirement health care plans at December 31, 2008, were as follows:

(in millions)
2009	$	127
2010		136
2011		147
2012		154
2013		159
2014 – 2018		828

Postemployment Benefit Plans

Altria Group, Inc. sponsors postemployment benefit plans covering substantially all salaried and certain hourly employees. The cost of these plans is charged to expense over the working life of the covered employees. Net postemployment costs consisted of the following for the years ended December 31, 2008, 2007 and 2006:

(in millions)	2008		2007		2006
Service cost	$	2	$	3	$	4
Interest cost		2		3		4
Amortization of net loss		9		10		5
Other		240		294		28
Net postemployment costs	$	253	$	310	$	41

“Other” postemployment cost primarily reflects incremental severance costs related to Altria Group, Inc.’s restructuring programs (see Note 3. Asset Impairment and Exit Costs).

For the postemployment benefit plans, the estimated net loss that is expected to be amortized from accumulated other comprehensive losses into net postemployment costs during 2009 is approximately $13 million.

Altria Group, Inc.’s postemployment plans are not funded. The changes in the benefit obligations of the plans at December 31, 2008 and 2007, were as follows:

(in millions)	2008			2007
Accrued postemployment costs at January 1	$	439		$	174
Service cost		2			3
Interest cost		2			3
Benefits paid		(168	)		(36	)
Actuarial losses and assumption changes		(40	)		1
Other		240			294
Accrued postemployment costs at December 31	$	475		$	439

The accrued postemployment costs were determined using a weighted average discount rate of 5.2% and 5.8% in 2008 and 2007, respectively, an assumed ultimate annual turnover rate of 0.5% in 2008 and 2007, assumed compensation cost increases of 4.5% in 2008 and 2007, and assumed benefits as defined in the respective plans. Post-employment costs arising from actions that offer employees benefits in excess of those specified in the respective plans are charged to expense when incurred.

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Note 17.

Additional Information:

The amounts shown below are for continuing operations.

(in millions) For the Years Ended December 31,	2008			2007			2006
Research and development expense	$	232		$	269		$	282
Advertising expense	$	6		$	5		$	7
Interest and other debt expense, net:
Interest expense	$	237		$	475		$	629
Interest income		(70	)		(270	)		(404	)
	$	167		$	205		$	225
Interest expense of financial services operations included in cost of sales	$	38		$	54		$	81
Rent expense	$	59		$	67		$	100

Minimum rental commitments under non-cancelable operating leases in effect at December 31, 2008, were as follows:

(in millions)
2009	$	54
2010		51
2011		36
2012		18
2013		11
Thereafter		83
	$	253

Note 18.

Financial Instruments:

• Derivative Financial Instruments: Derivative financial instruments are used by Altria Group, Inc., principally to reduce exposures to market risks resulting from fluctuations in foreign exchange rates by creating offsetting exposures. Altria Group, Inc. is not a party to leveraged derivatives and, by policy, does not use derivative financial instruments for speculative purposes. Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period. Altria Group, Inc. formally documents the nature and relationships between the hedging instruments and hedged items, as well as its risk-management objectives, strategies for undertaking the various hedge transactions and method of assessing hedge effectiveness. Additionally, for hedges of forecasted transactions, the significant characteristics and expected terms of the forecasted transaction must be specifically identified, and it must be probable that each forecasted transaction will occur. If it were deemed probable that the forecasted transaction will not occur, the gain or loss would be recognized in earnings currently. During the years ended December 31, 2008, 2007 and 2006, ineffectiveness related to fair value hedges and cash flow hedges was not material.

Derivative gains or losses reported in accumulated other comprehensive earnings (losses) are a result of qualifying hedging activity. Transfers of gains or losses from accumulated other comprehensive earnings (losses) to earnings are offset by the corresponding gains or losses on the underlying hedged item. Hedging activity affected accumulated other comprehensive earnings (losses), net of income taxes, during the years ended December 31, 2008, 2007 and 2006, as follows (in millions):

(in millions)	2008			2007			2006
(Loss) gain as of January 1	$	(5	)	$	13		$	24
Derivative losses (gains) transferred to earnings		93			(45	)		(35	)
Change in fair value		(270	)		25			24
Kraft spin-off					2
PMI spin-off		182
(Loss) gain as of December 31	$	—		$	(5	)	$	13

See Note 19. Fair Value Measurements for disclosures related to fair value of derivative financial instruments.

• Foreign exchange rates: During the first quarter of 2008, Altria Group, Inc. purchased forward foreign exchange contracts to mitigate its exposure to changes in exchange rates from its euro-denominated debt. While these forward exchange contracts were effective as economic hedges, they did not qualify for hedge accounting treatment and therefore $21 million of gains for the year ended December 31, 2008 relating to these contracts were reported in interest and other debt expense, net in Altria Group, Inc.’s consolidated statements of earnings. These contracts and the related debt matured in the second quarter of 2008. Subsequent to the maturities of these contracts, Altria Group, Inc. has had no derivative financial instruments remaining.

In addition, Altria Group, Inc. used foreign currency swaps to mitigate its exposure to changes in exchange rates related to foreign currency denominated debt. These swaps converted fixed-rate foreign currency denominated debt to fixed-rate debt denominated in the functional currency of the borrowing entity, and were accounted for as cash flow hedges. Subsequent to the PMI distribution, Altria Group, Inc. has had no such swap agreements remaining. At December 31, 2007, the notional amounts of foreign currency swap agreements aggregated $1.5 billion.

Altria Group, Inc. also designated certain foreign currency denominated debt and forwards as net investment hedges of foreign operations. During the years ended December 31, 2008, 2007 and 2006, these hedges of net investments resulted in losses, net of income taxes, of $85 million, $45 million and $164 million, respectively, and were reported as a component of accumulated other comprehensive earnings (losses) within currency translation adjustments. The accumulated losses recorded as net investment hedges of foreign operations were recognized and recorded in connection with the PMI distribution. Subsequent to the PMI distribution, Altria Group, Inc. has no such net investment hedges remaining.

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Credit exposure and credit risk

Altria Group, Inc. is exposed to credit loss in the event of nonperformance by counterparties. Altria Group, Inc. does not anticipate nonperformance within its consumer products businesses. However, see Note 8. Finance Assets, net regarding certain leases.

Note 19.

Fair Value Measurements:

On January 1, 2008, Altria Group, Inc. adopted SFAS 157, which establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 —	Quoted prices in active markets for identical assets or liabilities.
Level 2 —	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 —	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

• Investments: The fair value of Altria Group, Inc.’s equity investment in SABMiller is based on readily available quoted market prices, which would meet the definition of a Level 1 input. For the fair value disclosure of the SABMiller investment, see Note 7. Investment in SABMiller.

• Debt: The fair value of a substantial portion of Altria Group, Inc.’s outstanding debt can be determined by using readily available quoted market prices, which would meet the definition of a Level 1 input. For the remaining portion of Altria Group, Inc.’s debt where quoted market prices are not available, the fair value is determined by utilizing quotes and market interest rates currently available to Altria Group, Inc. for issuances of debt with similar terms and remaining maturities, which would meet the definition of a Level 2 input. For the fair value disclosure of the outstanding debt, see Note 10. Long-Term Debt.

• Derivative Financial Instruments: Altria Group, Inc. assesses the fair value of its derivative financial instruments using internally developed models that use, as their basis, readily observable future amounts, such as cash flows, earnings, and the current market expectations of those future amounts. As discussed in Note 18. Financial Instruments, at December 31, 2008, Altria Group, Inc. had no derivative financial instruments remaining.

• Pension Assets: The fair value of substantially all of Altria Group, Inc.’s pension assets are based on readily available quoted market prices as well as other observable inputs which would meet the definition of a Level 1 or Level 2 input. For the fair value disclosure of the pension plan assets, see Note 16. Benefit Plans.

In February 2008, the FASB issued Staff Position No. 157-2, “Effective Date of FASB Statement No. 157,” which delays the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on at least an annual basis until 2009. Altria Group, Inc. adopted this Staff Position beginning January 1, 2008 and deferred the application of SFAS 157 to goodwill and other intangible assets, net, until January 1, 2009. The adoption of the deferred portion of SFAS 157 is not expected to have a material impact on Altria Group, Inc.’s consolidated financial statements.

Note 20.

Contingencies:

Legal proceedings covering a wide range of matters are pending or threatened in various United States and foreign jurisdictions against Altria Group, Inc. and its subsidiaries, including PM USA, as well as their respective indemnitees. Various types of claims are raised in these proceedings, including product liability, consumer protection, antitrust, tax, contraband shipments, patent infringement, employment matters, claims for contribution and claims of distributors.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending or future cases. An unfavorable outcome or settlement of pending tobacco-related or other litigation could encourage the commencement of additional litigation. Damages claimed in some tobacco-related or other litigation are or can be significant and, in certain cases, range in the billions of dollars. The variability in pleadings in multiple jurisdictions, together with the actual experience of management in litigating claims, demonstrate that the monetary relief that may be specified in a lawsuit bears little relevance to the ultimate outcome.

Although PM USA has historically been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts have been appealed, there remains a risk that such relief may not be obtainable in all cases. This risk has been substantially reduced given that 43 states now limit the dollar amount of bonds or require no bond at all.

Altria Group, Inc. and its subsidiaries record provisions in the consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, except as discussed

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elsewhere in this Note 20. Contingencies: (i) management has concluded that it is not probable that a loss has been incurred in any of the pending tobacco-related cases; (ii) management is unable to estimate the possible loss or range of loss that could result from an unfavorable outcome of any of the pending tobacco-related cases; and (iii) accordingly, management has not provided any amounts in the consolidated financial statements for unfavorable outcomes, if any. Legal defense costs are expensed as incurred.

It is possible that PM USA’s or Altria Group, Inc.’s consolidated results of operations, cash flows or financial position could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation. Nevertheless, although litigation is subject to uncertainty, management believes the litigation environment has substantially improved in recent years. Altria Group, Inc., and each of its subsidiaries named as a defendant, believes and each has been so advised by counsel handling the respective cases, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are, and will continue to be, vigorously defended. However, Altria Group, Inc. and its subsidiaries may enter into settlement discussions in particular cases if they believe it is in the best interests of Altria Group, Inc. to do so.

Overview of Tobacco-Related Litigation

• Types and Number of Cases: Claims related to tobacco products generally fall within the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs; (ii) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring and purporting to be brought on behalf of a class of individual plaintiffs, including cases in which the aggregated claims of a number of individual plaintiffs are to be tried in a single proceeding; (iii) health care cost recovery cases brought by governmental (both domestic and foreign) and nongovernmental plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits; (iv) class action suits alleging that the uses of the terms “Lights” and “Ultra Lights” constitute deceptive and unfair trade practices, common law fraud, or violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”); and (v) other tobacco-related litigation described below. Plaintiffs’ theories of recovery and the defenses raised in pending smoking and health, health care cost recovery and “Lights/Ultra Lights” cases are discussed below.

The table below lists the number of certain tobacco-related cases pending in the United States against PM USA and, in some instances, Altria Group, Inc. as of December 31, 2008, December 31, 2007 and December 31, 2006.

Type of Case	Number of Cases Pending as of December 31, 2008	Number of Cases Pending as of December 31, 2007	Number of Cases Pending as of December 31, 2006
Individual Smoking and Health Cases(1)	99	105	196
Smoking and Health Class Actions and Aggregated Claims Litigation(2)	9	10	10
Health Care Cost Recovery Actions	3	3	5
“Lights/Ultra Lights” Class Actions	18	17	20
Tobacco Price Cases	2	2	2

(1) Does not include 2,620 cases brought by flight attendants seeking compensatory damages for personal injuries allegedly caused by exposure to environmental tobacco smoke (“ETS”). The flight attendants allege that they are members of an ETS smoking and health class action, which was settled in 1997. The terms of the court-approved settlement in that case allow class members to file individual lawsuits seeking compensatory damages, but prohibit them from seeking punitive damages. Also, does not include nine individual smoking and health cases brought against certain retailers that are indemnitees of PM USA. Additionally, does not include approximately 3,170 individual smoking and health cases brought by or on behalf of approximately 9,151 plaintiffs in Florida following the decertification of the Engle case discussed below. It is possible that some of these cases are duplicates and additional cases have been filed but not yet recorded on the courts’ dockets.

(2) Includes as one case the 728 civil actions (of which 414 are actions against PM USA) that are proposed to be tried in a single proceeding in West Virginia. Middleton was named as a defendant in this action but it, along with other non-cigarette manufacturers, has been severed from this case. The West Virginia Supreme Court of Appeals has ruled that the United States Constitution does not preclude a trial in two phases in this case. Issues related to defendants’ conduct, plaintiffs’ entitlement to punitive damages and a punitive damages multiplier, if any, would be determined in the first phase. The second phase would consist of individual trials to determine liability, if any, and compensatory damages. In November 2007, the West Virginia Supreme Court of Appeals denied defendants’ renewed motion for review of the trial plan. In December 2007, defendants filed a petition for writ of certiorari with the United States Supreme Court, which was denied on February 25, 2008. The case was stayed pending the United States Supreme Court’s decision in Good v. Altria Group, Inc. et al., discussed below.

• International Tobacco-Related Cases: As of December 31, 2008, PM USA is a named defendant in a “Lights” class action in Israel and a health care cost recovery action in Israel. PM USA is a named defendant in two health care cost recovery actions in Canada, one of which also names Altria Group, Inc. as a defendant.

• Pending and Upcoming Trials: As of December 31, 2008, 50 Engle-progeny cases against PM USA were scheduled for trial in 2009. In addition, there are currently 5 individual smoking and health cases scheduled for trial in 2009. Cases against other tobacco companies are also scheduled for trial through the end of 2009. Trial dates are subject to change.

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• Trial Results: Since January 1999, verdicts have been returned in 45 smoking and health, “Lights/Ultra Lights” and health care cost recovery cases in which PM USA was a defendant. Verdicts in favor of PM USA and other defendants were returned in 28 of the 45 cases. These 28 cases were tried in California (4), Florida (9), Mississippi (1), Missouri (2), New Hampshire (1), New Jersey (1), New York (3), Ohio (2), Pennsylvania (1), Rhode Island (1), Tennessee (2), and West Virginia (1). A motion for a new trial was granted in one of the cases in Florida.

Of the 17 cases in which verdicts were returned in favor of plaintiffs, eight have reached final resolution. A verdict against defendants in one health care cost recovery case has been reversed and all claims were dismissed with prejudice. In addition, a verdict against defendants in a purported “Lights” class action in Illinois (Price) was reversed and the case was dismissed with prejudice in December 2006. In December 2008, the plaintiff in Price filed a motion with the state trial court to vacate the judgment dismissing this case in light of the United States Supreme Court’s decision in Good (see below for a discussion of developments in Good and Price). After exhausting all appeals, PM USA has paid judgments totaling $73.6 million and interest totaling $35.1 million.

The chart below lists the verdicts and post-trial developments in the nine pending cases that have gone to trial since January 1999 in which verdicts were returned in favor of plaintiffs.

Date	Location of Court/Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
May 2007	California/Whiteley	Individual Smoking and Health	Approximately $2.5 million in compensatory damages against PM USA and the other defendant in the case, as well as $250,000 in punitive damages against the other defendant in the case.	In October 2007, in a limited retrial on the issue of punitive damages, the jury found that plaintiffs are not entitled to punitive damages against PM USA. In November, the trial court entered final judgment and PM USA filed a motion for a new trial and for judgment notwithstanding the verdict. The trial court rejected these motions in January 2008. In March 2008, PM USA noticed an appeal to the California Court of Appeal, First Appellate District and in May 2008, posted a $2.2 million appeal bond.
August 2006	District of Columbia/ United States of America	Health Care Cost Recovery	Finding that defendants, including Altria Group, Inc. and PM USA, violated the civil provisions of the Racketeer Influenced and Corrupt Organizations Act (RICO). No monetary damages were assessed, but the court made specific findings and issued injunctions. See Federal Government’s Lawsuit below.	See Federal Government’s Lawsuit below.
March 2005	New York/Rose	Individual Smoking and Health	$3.42 million in compensatory damages against two defendants, including PM USA, and $17.1 million in punitive damages against PM USA.	On April 10, 2008, an intermediate New York appellate court reversed the verdict and vacated the compensatory and punitive awards against PM USA. On December 16, 2008, the New York Court of Appeals affirmed the appellate court decision. On January 14, 2009, plaintiffs filed a petition with the New York Court of Appeals requesting that the court either vacate its earlier decision and reinstate the jury verdict or remand the case to the trial court for a new trial.
May 2004	Louisiana/Scott	Smoking and Health Class Action	Approximately $590 million against all defendants, including PM USA, jointly and severally, to fund a 10-year smoking cessation program.	See Scott Class Action below.

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Date	Location of Court/Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
October 2002	California/Bullock	Individual Smoking and Health	$850,000 in compensatory damages and $28 billion in punitive damages against PM USA.	In December 2002, the trial court reduced the punitive damages award to $28 million. In April 2006, the California Court of Appeal affirmed the $28 million punitive damages award. In January 2008, the California Court of Appeal reversed the judgment with respect to the $28 million punitive damages award, affirmed the judgment in all other respects, and remanded the case to the trial court to conduct a new trial on the amount of punitive damages. In April 2008, the California Supreme Court denied PM USA’s petition for review. See discussion (1) below.
June 2002	Florida/Lukacs	Individual Smoking and Health	$37.5 million in compensatory damages against all defendants, including PM USA.	In March 2003, the trial court reduced the damages award to $24.8 million. PM USA’s share of the damages award is approximately $6 million. In January 2007, defendants petitioned the trial court to set aside the jury’s verdict and dismiss plaintiffs’ punitive damages claim. In August 2008, the trial court granted plaintiffs’ motion for entry of judgment and ordered compensatory damages of $24.8 million plus interest from the date of the verdict. In August 2008, PM USA filed a motion for reconsideration, which was denied. Final judgment was entered on November 12, 2008, awarding plaintiffs actual damages of $24.8 million, plus interest from the date of the verdict. Defendants filed a notice of appeal on December 1, 2008.

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Date	Location of Court/Name of Plaintiff	Type of Case	Verdict	Post-Trial Developments
March 2002	Oregon/Schwarz	Individual Smoking and Health	$168,500 in compensatory damages and $150 million in punitive damages against PM USA.	In May 2002, the trial court reduced the punitive damages award to $100 million. In May 2006, the Oregon Court of Appeals affirmed the compensatory damages verdict, reversed the award of punitive damages and remanded the case to the trial court for a second trial to determine the amount of punitive damages, if any. In June 2006, plaintiff petitioned the Oregon Supreme Court to review the portion of the Court of Appeals’ decision reversing and remanding the case for a new trial on punitive damages. In October 2006, the Oregon Supreme Court announced that it would hold this petition in abeyance until the United States Supreme Court decided the Williams case discussed below. In February 2007, the United States Supreme Court vacated the punitive damages judgment in Williams and remanded Schwarz to the Oregon Supreme Court for proceedings consistent with its Williams decision. The parties have submitted their briefs to the Oregon Supreme Court, setting forth their respective views on how the Williams decision impacts the plaintiff’s pending petition for review.
July 2000	Florida/Engle	Smoking and Health Class Action	$145 billion in punitive damages against all defendants, including $74 billion against PM USA.	See Engle Class Action below.
March 1999	Oregon/Williams	Individual Smoking and Health	$800,000 in compensatory damages (capped statutorily at $500,000), $21,500 in medical expenses and $79.5 million in punitive damages against PM USA.	See discussion (2) below.

(1) Bullock: In August 2006, the California Supreme Court denied plaintiffs’ petition to overturn the trial court’s reduction of the punitive damages award and granted PM USA’s petition for review challenging the punitive damages award. The court granted review of the case on a “grant and hold” basis under which further action by the court was deferred pending the United States Supreme Court’s decision on punitive damages in the Williams case described below. In February 2007, the United States Supreme Court vacated the punitive damages judgment in Williams and remanded the case to the Oregon Supreme Court for proceedings consistent with its decision. Parties to the appeal in Bullock requested that the court establish a briefing schedule on the merits of the pending appeal. In May 2007, the California Supreme Court transferred the case to the Second District of the California Court of Appeal with directions that the court vacate its 2006 decision and reconsider the case in light of the United States Supreme Court’s decision in Williams. In January 2008, the California Court of Appeal reversed the judgment with respect to the $28 million punitive damages award, affirmed the judgment in all other respects, and remanded the case to the trial court to conduct a new trial on the amount of punitive damages. In March 2008, plaintiffs and PM USA appealed to the California Supreme Court. In April 2008, the California Supreme Court denied both petitions for review. Following this decision, PM USA recorded a provision for compensatory damages of $850,000 plus costs and interest in the second quarter. The case has been remanded to the superior court for a new trial on the amount of punitive damages, if any. Trial is scheduled for June 2009. In July 2008, $43.3 million of escrow funds were returned to PM USA.

(2) Williams: The trial court reduced the punitive damages award to $32 million, and PM USA and plaintiff appealed. In June 2002, the Oregon Court of Appeals reinstated the $79.5 million punitive damages award. Following the Oregon Supreme Court’s refusal to hear PM USA’s appeal, PM USA recorded a provision of $32 million and petitioned the United States Supreme Court for further review. In October 2003, the United States Supreme Court set aside the Oregon appellate court’s ruling and directed the Oregon court to reconsider the case in light of the 2003 State Farm decision by the United States Supreme Court, which limited punitive damages. In June 2004, the Oregon Court of Appeals reinstated the $79.5 million punitive damages award. In February 2006, the Oregon Supreme Court affirmed the Court of Appeals’ decision. Following this decision, PM USA recorded an additional provision of approximately $25 million in interest charges. The United States Supreme Court granted PM USA’s petition for writ of certiorari in May 2006. In February 2007, the United States Supreme Court vacated the $79.5 million punitive damages award, holding that the United States Constitution prohibits basing punitive damages awards on harm to non-parties. The Court also found that states must assure that appropriate procedures are in place so that juries are provided with proper legal guidance as to the constitutional limitations on awards of punitive damages. Accordingly, the Court remanded the case to the Oregon Supreme Court for further proceedings consistent with this decision. In January 2008, the Oregon Supreme Court affirmed the Oregon Court of Appeals’ June 2004 decision, which in turn, upheld the jury’s compensatory damage award and reinstated the jury’s award of $79.5 million in punitive damages. In March 2008, PM USA filed a petition for writ of certiorari with the United States Supreme Court, which was granted in June 2008. The United States Supreme Court heard oral argument on December 3, 2008.

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• Security for Judgments: To obtain stays of judgments pending current appeals, as of December 31, 2008, PM USA has posted various forms of security totaling approximately $129 million, the majority of which has been collateralized with cash deposits that are included in other assets on the consolidated balance sheets.

• Engle Class Action: In July 2000, in the second phase of the Engle smoking and health class action in Florida, a jury returned a verdict assessing punitive damages totaling approximately $145 billion against various defendants, including $74 billion against PM USA. Following entry of judgment, PM USA posted a bond in the amount of $100 million and appealed.

In May 2001, the trial court approved a stipulation providing that execution of the punitive damages component of the Engle judgment will remain stayed against PM USA and the other participating defendants through the completion of all judicial review. As a result of the stipulation, PM USA placed $500 million into a separate interest-bearing escrow account that, regardless of the outcome of the judicial review, will be paid to the court and the court will determine how to allocate or distribute it consistent with Florida Rules of Civil Procedure. In July 2001, PM USA also placed $1.2 billion into an interest-bearing escrow account, which was returned to PM USA in December 2007. In addition, the $100 million bond related to the case has been discharged. In connection with the stipulation, PM USA recorded a $500 million pre-tax charge in its consolidated statement of earnings for the quarter ended March 31, 2001. In May 2003, the Florida Third District Court of Appeal reversed the judgment entered by the trial court and instructed the trial court to order the decertification of the class. Plaintiffs petitioned the Florida Supreme Court for further review.

In July 2006, the Florida Supreme Court ordered that the punitive damages award be vacated, that the class approved by the trial court be decertified, and that members of the decertified class could file individual actions against defendants within one year of issuance of the mandate. The court further declared the following Phase I findings are entitled to res judicata effect in such individual actions brought within one year of the issuance of the mandate: (i) that smoking causes various diseases; (ii) that nicotine in cigarettes is addictive; (iii) that defendants’ cigarettes were defective and unreasonably dangerous; (iv) that defendants concealed or omitted material information not otherwise known or available knowing that the material was false or misleading or failed to disclose a material fact concerning the health effects or addictive nature of smoking; (v) that defendants agreed to misrepresent information regarding the health effects or addictive nature of cigarettes with the intention of causing the public to rely on this information to their detriment; (vi) that defendants agreed to conceal or omit information regarding the health effects of cigarettes or their addictive nature with the intention that smokers would rely on the information to their detriment; (vii) that all defendants sold or supplied cigarettes that were defective; and (viii) that defendants were negligent. The court also reinstated compensatory damage awards totaling approximately $6.9 million to two individual plaintiffs and found that a third plaintiff’s claim was barred by the statute of limitations. In February 2008, PM USA paid a total of $2,964,685, which represents its share of compensatory damages and interest to the two individual plaintiffs identified in the Florida Supreme Court’s order.

In August 2006, PM USA sought rehearing from the Florida Supreme Court on parts of its July 2006 opinion, including the ruling (described above) that certain jury findings have res judicata effect in subsequent individual trials timely brought by Engle class members. The rehearing motion also asked, among other things, that legal errors that were raised but not expressly ruled upon in the Third District Court of Appeal or in the Florida Supreme Court now be addressed. Plaintiffs also filed a motion for rehearing in August 2006 seeking clarification of the applicability of the statute of limitations to non-members of the decertified class. In December 2006, the Florida Supreme Court refused to revise its July 2006 ruling, except that it revised the set of Phase I findings entitled to res judicata effect by excluding finding (v) listed above (relating to agreement to misrepresent information), and added the finding that defendants sold or supplied cigarettes that, at the time of sale or supply, did not conform to the representations of fact made by defendants. In January 2007, the Florida Supreme Court issued the mandate from its revised opinion. Defendants then filed a motion with the Florida Third District Court of Appeal requesting that the court address legal errors that were previously raised by defendants but have not yet been addressed either by the Third District Court of Appeal or by the Florida Supreme Court. In February 2007, the Third District Court of Appeal denied defendants’ motion. In May 2007, defendants’ motion for a partial stay of the mandate pending the completion of appellate review was denied by the Third District Court of Appeal. In May 2007, defendants filed a petition for writ of certiorari with the United States Supreme Court. In October 2007, the United States Supreme Court denied defendants’ petition. In November 2007, the United States Supreme Court denied defendants’ petition for rehearing from the denial of their petition for writ of certiorari.

The deadline for filing Engle-progeny cases, as required by the Florida Supreme Court’s decision, expired on January 11, 2008. As of January 22, 2009, approximately 3,170 cases were pending against PM USA or Altria Group, Inc. asserting individual claims on or on behalf of approximately 9,151 plaintiffs. It is possible that some of these cases are duplicates and additional cases have been filed but not yet recorded on the courts’ dockets. Some of these cases have been removed from various Florida state courts to the federal district courts in Florida, while others were filed in federal court. In July 2007, PM USA and other defendants requested that the multi-district litigation panel order the transfer of all such cases pending in the federal courts, as well as any other Engle-progeny cases that may be filed, to the Middle District of Florida for pretrial coordination. The panel denied this request in December 2007. In October 2007, attorneys for plaintiffs filed a motion to consolidate all pending and future cases filed in the state trial court in Hillsborough County. The court denied this motion in November 2007. In February 2008, the trial court decertified the class except for purposes

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of the May 2001 bond stipulation, and formally vacated the punitive damage award pursuant to the Florida Supreme Court’s mandate. In April 2008, the trial court ruled that certain defendants, including PM USA, lacked standing with respect to allocation of the funds escrowed under the May 2001 bond stipulation and will receive no credit at this time from the $500 million paid by PM USA against any future punitive damages awards in cases brought by former Engle class members.

In May 2008, the trial court, among other things, decertified the limited class maintained for purposes of the May 2001 bond stipulation and, in July 2008, severed the remaining plaintiffs’ claims except for those of Howard Engle. The only remaining plaintiff in the Engle case, Howard Engle, voluntarily dismissed his claims with prejudice. In July 2008, attorneys for a putative former Engle class member petitioned the Florida Supreme Court to permit members of the Engle class additional time to file individual lawsuits. The Florida Supreme Court denied this petition on January 7, 2009.

Three federal district courts (in the Merlob, Brown and Burr cases) have ruled that the findings in the first phase of the Engle proceedings cannot be used to satisfy elements of plaintiffs’ claims, and two of those rulings (Brown and Burr) have been certified by the trial court for interlocutory review. The certification in both cases has been granted by the United States Court of Appeals for the Eleventh Circuit and the appeals have been consolidated. Approximately 4,000 Engle progeny cases pending in the federal district courts in the Middle District of Florida were stayed pending interlocutory review by the Eleventh Circuit. Several state trial court judges have issued contrary rulings that allowed plaintiffs to use the Engle findings to establish elements of their claims and required certain defenses to be stricken.

• Scott Class Action: In July 2003, following the first phase of the trial in the Scott class action, in which plaintiffs sought creation of a fund to pay for medical monitoring and smoking cessation programs, a Louisiana jury returned a verdict in favor of defendants, including PM USA, in connection with plaintiffs’ medical monitoring claims, but also found that plaintiffs could benefit from smoking cessation assistance. The jury also found that cigarettes as designed are not defective but that the defendants failed to disclose all they knew about smoking and diseases and marketed their products to minors. In May 2004, in the second phase of the trial, the jury awarded plaintiffs approximately $590 million against all defendants jointly and severally, to fund a 10-year smoking cessation program.

In June 2004, the court entered judgment, which awarded plaintiffs the approximately $590 million jury award plus prejudgment interest accruing from the date the suit commenced. PM USA’s share of the jury award and prejudgment interest has not been allocated. Defendants, including PM USA, appealed. Pursuant to a stipulation of the parties, the trial court entered an order setting the amount of the bond at $50 million for all defendants in accordance with an article of the Louisiana Code of Civil Procedure, and a Louisiana statute (the “bond cap law”), fixing the amount of security in civil cases involving a signatory to the MSA (as defined below). Under the terms of the stipulation, plaintiffs reserve the right to contest, at a later date, the sufficiency or amount of the bond on any grounds including the applicability or constitutionality of the bond cap law. In September 2004, defendants collectively posted a bond in the amount of $50 million.

In February 2007, the Louisiana Court of Appeal issued a ruling on defendants’ appeal that, among other things: affirmed class certification but limited the scope of the class; struck certain of the categories of damages included in the judgment, reducing the amount of the award by approximately $312 million; vacated the award of prejudgment interest, which totaled approximately $444 million as of February 15, 2007; and ruled that the only class members who are eligible to participate in the smoking cessation program are those who began smoking before, and whose claims accrued by, September 1, 1988. As a result, the Louisiana Court of Appeal remanded the case for proceedings consistent with its opinion, including further reduction of the amount of the award based on the size of the new class. In March 2007, the Louisiana Court of Appeal rejected defendants’ motion for rehearing and clarification. In January 2008, the Louisiana Supreme Court denied plaintiffs’ and defendants’ petitions for writ of certiorari. Following the Louisiana Supreme Court’s denial of defendants’ petition for writ of certiorari, PM USA recorded a provision of $26 million in connection with the case. In March 2008, plaintiffs filed a motion to execute the approximately $279 million judgment plus post-judgment interest or, in the alternative, for an order to the parties to submit revised damages figures. Defendants filed a motion to have judgment entered in favor of defendants based on accrual of all class member claims after September 1, 1988 or, in the alternative, for the entry of a case management order. In April 2008, the Louisiana Supreme Court denied defendants’ motion to stay proceedings and the defendants filed a petition for writ of certiorari with the United States Supreme Court. In June 2008, the United States Supreme Court denied the defendant’s petition. Plaintiffs filed a motion to enter judgment in the amount of approximately $280 million (subsequently changed to approximately $264 million) and defendants filed a motion to enter judgment in their favor dismissing the case entirely or, alternatively, to enter a case management order for a new trial. In July 2008, the trial court entered an Amended Judgment and Reasons for Judgment denying both motions, but ordering defendants to deposit into the registry of the court the sum of $263,532,762 plus post-judgment interest of $87.7 million (as of December 31, 2008) while stating, however, that the judgment award “may be satisfied with something less than a full cash payment now” and that the court would “favorably consider” returning unused funds annually to defendants if monies allocated for that year were not fully expended.

        In September 2008, defendants filed an application for writ of mandamus or supervisory writ to secure the right to appeal with the Louisiana Circuit Court of Appeals. The appellate court, on November 17, 2008, granted the defendants’ writ and directed the trial court to enter an order permitting the appeal and to set the appeal bond in accordance with Louisiana law. Plaintiffs’ supervisory writ petition to the

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Louisiana Supreme Court was denied on December 10, 2008. On December 15, 2008, the trial court entered an order permitting the appeal and approving a $50 million bond for all defendants in accordance with the Louisiana “bond cap law” discussed above.

Smoking and Health Litigation

• Overview: Plaintiffs’ allegations of liability in smoking and health cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, nuisance, breach of express and implied warranties, breach of special duty, conspiracy, concert of action, violations of deceptive trade practice laws and consumer protection statutes, and claims under the federal and state anti-racketeering statutes. Plaintiffs in the smoking and health actions seek various forms of relief, including compensatory and punitive damages, treble/multiple damages and other statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and equitable relief. Defenses raised in these cases include lack of proximate cause, assumption of the risk, comparative fault and/or contributory negligence, statutes of limitations and preemption by the Federal Cigarette Labeling and Advertising Act.

In July 2008, the New York Supreme Court, Appellate Division, First Department in Fabiano, an individual personal injury case, held that plaintiffs’ punitive damages claim was barred by the MSA (as defined below) based on principles of res judicata because the New York Attorney General had already litigated the punitive damages claim on behalf of all New York residents. In August 2008, plaintiffs filed a motion for permission to appeal to the Court of Appeals. The motion was denied on November 13, 2008.

• Smoking and Health Class Actions: Since the dismissal in May 1996 of a purported nationwide class action brought on behalf of allegedly addicted smokers, plaintiffs have filed numerous putative smoking and health class action suits in various state and federal courts. In general, these cases purport to be brought on behalf of residents of a particular state or states (although a few cases purport to be nationwide in scope) and raise addiction claims and, in many cases, claims of physical injury as well.

Class certification has been denied or reversed by courts in 57 smoking and health class actions involving PM USA in Arkansas (1), the District of Columbia (2), Florida (2), Illinois (2), Iowa (1), Kansas (1), Louisiana (1), Maryland (1), Michigan (1), Minnesota (1), Nevada (29), New Jersey (6), New York (2), Ohio (1), Oklahoma (1), Pennsylvania (1), Puerto Rico (1), South Carolina (1), Texas (1) and Wisconsin (1). A class remains certified in the Scott class action discussed above.

Two purported class actions pending against PM USA have been brought in New York (Caronia, filed in January 2006 in the United States District Court for the Eastern District of New York) and Massachusetts (Donovan, filed in December 2006, in the United States District Court for the District of Massachusetts) on behalf of each state’s respective residents who: are age 50 or older; have smoked the Marlboro brand for 20 pack-years or more; and have neither been diagnosed with lung cancer nor are under investigation by a physician for suspected lung cancer. Plaintiffs in these cases seek to impose liability under various product-based causes of action and the creation of a court-supervised program providing members of the purported class Low Dose CT Scanning in order to identify and diagnose lung cancer. Neither claim seeks punitive damages. Plaintiffs’ motion for class certification and defendant’s motion for summary judgment are pending in Caronia. Defendants’ motions for summary judgment and judgment on the pleadings and plaintiffs’ motion for class certification are pending in Donovan. In Donovan, the district court entered an order on December 31, 2008 expressing an intention to certify questions to the Supreme Judicial Court of Massachusetts regarding the medical monitoring and statute of limitations issues.

On November 17, 2008, a purported class action naming PM USA, Altria Group, Inc. and the other major cigarette manufacturers as defendants was filed in the United States District Court for the Northern District of Georgia on behalf of a purported class of cigarette smokers who seek medical monitoring (Peoples). Plaintiffs allege that the tobacco companies conspired to convince the National Cancer Institute (“NCI”) to not recommend spiral CT scans to screen for lung cancer and plaintiffs assert claims based on defendants’ purported violations of RICO. The complaint identifies the purported class as all residents of the State of Georgia who, by virtue of their age and history of smoking cigarettes, are at increased risk for developing lung cancer; are fifty years of age or older; have cigarette smoking histories of 20 pack-years or more; and are covered by an insurance company, Medicare, Medic-aid or a third party medical payor. Plaintiffs seek relief in the form of the creation of a fund for medical monitoring and punitive damages.

Health Care Cost Recovery Litigation

• Overview: In health care cost recovery litigation, governmental entities and non-governmental plaintiffs seek reimbursement of health care cost expenditures allegedly caused by tobacco products and, in some cases, of future expenditures and damages as well. Relief sought by some but not all plaintiffs includes punitive damages, multiple damages and other statutory damages and penalties, injunctions prohibiting alleged marketing and sales to minors, disclosure of research, disgorgement of profits, funding of anti-smoking programs, additional disclosure of nicotine yields, and payment of attorney and expert witness fees.

The claims asserted include the claim that cigarette manufacturers were “unjustly enriched” by plaintiffs’ payment of health care costs allegedly attributable to smoking, as well as claims of indemnity, negligence, strict liability, breach of express and implied warranty, violation of a voluntary undertaking or special duty, fraud, negligent misrepresentation, conspiracy, public nuisance, claims under federal and state statutes governing consumer fraud, antitrust, deceptive trade practices and false advertising, and claims under federal and state anti-racketeering statutes.

Defenses raised include lack of proximate cause, remoteness of injury, failure to state a valid claim, lack of benefit,

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adequate remedy at law, “unclean hands” (namely, that plaintiffs cannot obtain equitable relief because they participated in, and benefited from, the sale of cigarettes), lack of antitrust standing and injury, federal preemption, lack of statutory authority to bring suit, and statutes of limitations. In addition, defendants argue that they should be entitled to “set off” any alleged damages to the extent the plaintiffs benefit economically from the sale of cigarettes through the receipt of excise taxes or otherwise. Defendants also argue that these cases are improper because plaintiffs must proceed under principles of subrogation and assignment. Under traditional theories of recovery, a payor of medical costs (such as an insurer) can seek recovery of health care costs from a third party solely by “standing in the shoes” of the injured party. Defendants argue that plaintiffs should be required to bring any actions as subrogees of individual health care recipients and should be subject to all defenses available against the injured party.

Although there have been some decisions to the contrary, most judicial decisions have dismissed all or most health care cost recovery claims against cigarette manufacturers. Nine federal circuit courts of appeals and six state appellate courts, relying primarily on grounds that plaintiffs’ claims were too remote, have ordered or affirmed dismissals of health care cost recovery actions. The United States Supreme Court has refused to consider plaintiffs’ appeals from the cases decided by five circuit courts of appeals.

In March 1999, in the first health care cost recovery case to go to trial, an Ohio jury returned a verdict in favor of defendants on all counts. In addition, a $17.8 million verdict against defendants (including $6.8 million against PM USA) was reversed in a health care cost recovery case in New York, and all claims were dismissed with prejudice in February 2005 (Blue Cross/Blue Shield). The trial in the health care cost recovery case brought by the City of St. Louis, Missouri and approximately 40 Missouri hospitals, in which PM USA and Altria Group, Inc. are defendants, is scheduled to begin in January 2010.

Individuals and associations have also sued in purported class actions or as private attorneys general under the Medicare as Secondary Payer (“MSP”) provisions of the Social Security Act to recover from defendants Medicare expenditures allegedly incurred for the treatment of smoking-related diseases. Cases brought in New York (Mason), Florida (Glover) and Massachusetts (United Seniors Association) have been dismissed by federal courts. In April 2008, an action, National Committee to Preserve Social Security and Medicare, et al. v. Philip Morris USA, et al. (“National Committee I”), was brought under the Medicare as Secondary Payer statute in the Circuit Court of the Eleventh Judicial Circuit of and for Miami County, Florida, but was dismissed voluntarily in May 2008. The action purported to be brought on behalf of Medicare to recover an unspecified amount of damages equal to double the amount paid by Medicare for smoking-related health care services provided from April 19, 2002 to the present.

In May 2008, an action, National Committee to Preserve Social Security, et al. v. Philip Morris USA, et al., was brought under the Medicare as Secondary Payer statute in United States District Court for the Eastern District of New York. This action was brought by the same plaintiffs as National Committee I and similarly purports to be brought on behalf of Medicare to recover an unspecified amount of damages equal to double the amount paid by Medicare for smoking-related health care services provided from May 21, 2002 to the present. In July 2008, defendants filed a motion to dismiss plaintiffs’ claims and plaintiffs filed a motion for partial summary judgment. The court heard argument on both motions on November 20, 2008.

In addition to the cases brought in the United States, health care cost recovery actions have also been brought against tobacco industry participants, including PM USA, in Israel (1), the Marshall Islands (1 dismissed), and Canada (2) and other entities have stated that they are considering filing such actions. In September 2005, in the first of the two health care recovery cases filed in Canada, the Canadian Supreme Court ruled that legislation passed in British Columbia permitting the lawsuit is constitutional, and, as a result, the case, which had previously been dismissed by the trial court, was permitted to proceed. PM USA’s and other defendants’ challenge to the British Columbia court’s exercise of jurisdiction was rejected by the Court of Appeals of British Columbia and, in April 2007, the Supreme Court of Canada denied review of that decision. During 2008, the Province of New Brunswick, Canada, proclaimed into law previously adopted legislation allowing reimbursement claims to be brought against cigarette manufacturers, and it filed suit shortly thereafter. Altria Group, Inc. and PM USA are named as defendants in New Brunswick’s case. Several other provinces in Canada have enacted similar legislation or are in the process of enacting similar legislation. See “Third Party Guarantees” for a discussion of the Distribution Agreement between Altria Group, Inc. and PMI that provides for indemnities for certain liabilities concerning tobacco products.

• Settlements of Health Care Cost Recovery Litigation: In November 1998, PM USA and certain other United States tobacco product manufacturers entered into the Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia, Puerto Rico, Guam, the United States Virgin Islands, American Samoa and the Northern Marianas to settle asserted and unasserted health care cost recovery and other claims. PM USA and certain other United States tobacco product manufacturers had previously settled similar claims brought by Mississippi, Florida, Texas and Minnesota (together with the MSA, the “State Settlement Agreements”). The State Settlement Agreements require that the original participating manufacturers make substantial annual payments of $9.4 billion each year (excluding future annual payments, if any, under the National Tobacco Grower Settlement Trust discussed below), subject to adjustments for several factors, including inflation, market share and industry volume. In addition, the original participating manufacturers are required to pay settling plaintiffs’ attorneys’ fees, subject to an annual cap of $500 million.

The State Settlement Agreements also include provisions relating to advertising and marketing restrictions, public disclosure of certain industry documents, limitations on

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challenges to certain tobacco control and underage use laws, restrictions on lobbying activities and other provisions.

• Possible Adjustments in MSA Payments for 2003, 2004, 2005 and 2006: Pursuant to the provisions of the MSA, domestic tobacco product manufacturers, including PM USA, who are original signatories to the MSA (the “Original Participating Manufacturers” or “OPMs”) are participating in proceedings that may result in downward adjustments to the amounts paid by the OPMs and the other MSA participating manufacturers to the states and territories that are parties to the MSA for the years 2003, 2004, 2005 and 2006. The proceedings are based on the collective loss of market share for 2003, 2004, 2005 and 2006, respectively, by all participating manufacturers who are subject to the payment obligations and marketing restrictions of the MSA to non-participating manufacturers (“NPMs”) who are not subject to such obligations and restrictions.

In these proceedings, an independent economic consulting firm jointly selected by the MSA parties or otherwise selected pursuant to the MSA’s provisions is required to determine whether the disadvantages of the MSA were a “significant factor” contributing to the collective loss of market share for the year in question. If the firm determines that the disadvantages of the MSA were such a “significant factor,” each state may avoid a downward adjustment to its share of the participating manufacturers’ annual payments for that year by establishing that it diligently enforced a qualifying escrow statute during the entirety of that year. Any potential downward adjustment would then be reallocated to those states that do not establish such diligent enforcement. PM USA believes that the MSA’s arbitration clause requires a state to submit its claim to have diligently enforced a qualifying escrow statute to binding arbitration before a panel of three former federal judges in the manner provided for in the MSA. A number of states have taken the position that this claim should be decided in state court on a state-by-state basis.

In March 2006, an independent economic consulting firm determined that the disadvantages of the MSA were a significant factor contributing to the participating manufacturers’ collective loss of market share for the year 2003. In February 2007, this same firm determined that the disadvantages of the MSA were a significant factor contributing to the participating manufacturers’ collective loss of market share for the year 2004. In February 2008, the same economic consulting firm determined that the disadvantages of the MSA were a significant factor contributing to the participating manufacturers’ collective loss of market share for the year 2005. A different economic consulting firm has been selected to make the “significant factor” determination regarding the participating manufacturers’ collective loss of market share for the year 2006. The new firm’s decision with respect to 2006 is expected in March 2009.

Following the economic consulting firm’s determination with respect to 2003, thirty-eight states filed declaratory judgment actions in state courts seeking a declaration that the state diligently enforced its escrow statute during 2003. The OPMs and other MSA-participating manufacturers have responded to these actions by filing motions to compel arbitration in accordance with the terms of the MSA, including filing motions to compel arbitration in eleven MSA states and territories that have not filed declaratory judgment actions. Courts in all 46 MSA states and the District of Columbia and Puerto Rico have ruled that the question of whether a state diligently enforced its escrow statute during 2003 is subject to arbitration. Several of these rulings remain subject to appeal or further review. Additionally, Ohio filed a declaratory judgment action in state court with respect to the 2004 diligent enforcement issue. The action has been stayed pending the decision about the 2003 payments. In December 2008, PM USA, the other OPMs and approximately 25 other MSA-participating manufacturers entered into an agreement regarding arbitration concerning the 2003 NPM adjustment. As of January 22, 2009, 30 states have also entered into the agreement. The agreement provides for selection of the arbitration panel for the 2003 NPM adjustment beginning by October 1, 2009 and for the arbitration then to proceed. The agreement further provides for a partial liability reduction for the 2003 NPM adjustment of 10-20% for states that enter into the agreement by January 30, 2009 and are determined in the arbitration not to have diligently enforced a qualifying escrow statute during 2003. The exact percentage reduction will be determined based on the number of states that become signatories to the agreement before January 30, 2009. The partial liability reduction would reduce the amount of PM USA’s 2003 NPM adjustment by up to a corresponding percentage.

The availability and the precise amount of any NPM adjustment for 2003, 2004, 2005 and 2006 will not be finally determined until 2010 or thereafter. There is no certainty that the OPMs and other MSA-participating manufacturers will ultimately receive any adjustment as a result of these proceedings. If the OPMs do receive such an adjustment through these proceedings, the adjustment would be allocated among the OPMs pursuant to the MSA’s provisions, and PM USA’s share would likely be applied as a credit against one or several future MSA payments.

• National Grower Settlement Trust: As part of the MSA, the settling defendants committed to work cooperatively with the tobacco-growing states to address concerns about the potential adverse economic impact of the MSA on tobacco growers and quota holders. To that end, in 1999, four of the major domestic tobacco product manufacturers, including PM USA, established the National Tobacco Grower Settlement Trust (“NTGST”), a trust fund to provide aid to tobacco growers and quota holders. The trust was to be funded by these four manufacturers over 12 years with payments, prior to application of various adjustments, scheduled to total $5.15 billion. Provisions of the NTGST allowed for offsets to the extent that industry-funded payments were made for the benefit of growers or quota holders as part of a legislated end to the federal tobacco quota and price support program.

In October 2004, the Fair and Equitable Tobacco Reform Act of 2004 (“FETRA”) was signed into law. FETRA provides for the elimination of the federal tobacco quota and price support program through an industry-funded buy-out of tobacco growers and quota holders. The cost of the buy-out, which is estimated at approximately $9.5 billion, is being

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paid over 10 years by manufacturers and importers of each kind of tobacco product. The cost is being allocated based on the relative market shares of manufacturers and importers of each kind of tobacco product. The quota buy-out payments offset already scheduled payments to the NTGST. However, two of the grower states, Maryland and Pennsylvania, have filed claims in the North Carolina state courts, asserting that the companies which established the NTGST (including PM USA) must continue making payments under the NTGST through 2010 for the benefit of Maryland and Pennsylvania growers (such continuing payments would represent slightly more than one percent of the originally scheduled payments that would have been due to the NTGST for the years 2005 through 2010) notwithstanding the offsets resulting from the FETRA payments. The North Carolina trial court held in favor of Maryland and Pennsylvania, and the companies (including PM USA) appealed. The North Carolina Court of Appeals, in December 2008, reversed the trial court ruling. On January 20, 2009, Maryland and Pennsylvania filed a notice of appeal to the North Carolina Supreme Court. In addition to the approximately $9.5 billion cost of the buy-out, FETRA also obligated manufacturers and importers of tobacco products to cover any losses (up to $500 million) that the government incurred on the disposition of tobacco pool stock accumulated under the previous tobacco price support program. PM USA has paid $138 million for its share of the tobacco pool stock losses. The quota buyout did not have a material impact on Altria Group, Inc.’s 2008 consolidated results and Altria Group, Inc. does not currently anticipate that the quota buy-out will have a material adverse impact on its consolidated results in 2009 and beyond.

• Other MSA-Related Litigation: PM USA was named as a defendant in an action brought in October 2008 in federal court in Kentucky by an MSA participating manufacturer that is not an OPM. Other defendants include various other participating manufacturers and the Attorneys General of all 52 states and territories that are parties to the MSA. The plaintiff alleged that certain of the MSA’s payment provisions discriminate against it in favor of certain other participating manufacturers in violation of the federal antitrust laws and the United States Constitution. The plaintiff also sought injunctive relief, alteration of certain MSA payment provisions as applied to it, treble damages under the federal antitrust laws, and/or rescission of its joinder in the MSA. The plaintiff also filed a motion for a preliminary injunction enjoining the states from enforcing the allegedly discriminatory payment provisions against it during the pendency of action. On November 14, 2008, defendants filed a motion to dismiss the complaint on various grounds and, on January 5, 2009, the court dismissed the complaint and denied plaintiff’s request for preliminary injunctive relief.

In December 2008, PM USA was named as a defendant in an action seeking declaratory relief under the MSA. The action was filed in California state court by the same MSA participating manufacturer that filed the Kentucky action discussed in the preceding paragraph. Other defendants include the State of California and various other participating manufacturers. The plaintiff is seeking a declaratory judgment that its proposed amended adherence agreement with California and other states that are parties to the MSA is consistent with provisions in the MSA, and that the MSA’s limited most favored nations provision does not apply to the proposed agreement. Plaintiff seeks no damages in this action. Defendants have not yet responded to the complaint.

Without naming PM USA or any other private party as a defendant, manufacturers that have elected not to sign the MSA (“NPMs”) and/or their distributors or customers have filed several legal challenges to the MSA and related legislation. New York state officials are defendants in a lawsuit pending in the United States District Court for the Southern District of New York in which cigarette importers allege that the MSA and/or related legislation violates federal antitrust laws and the Commerce Clause of the United States Constitution. In a separate proceeding pending in the same court, plaintiffs assert the same theories against not only New York officials but also the Attorneys General for thirty other states. The United States Court of Appeals for the Second Circuit has held that the allegations in both actions, if proven, establish a basis for relief on antitrust and Commerce Clause grounds and that the trial courts in New York have personal jurisdiction sufficient to enjoin other states’ officials from enforcing their MSA-related legislation. On remand in those two actions, one trial court has granted summary judgment for the New York officials and the other has held that plaintiffs are unlikely to succeed on the merits. In addition, a preliminary injunction against New York officials’ enforcement against plaintiffs of the state’s “allocable share” amendment to the MSA’s Model Escrow Statute has been lifted.

In another action, the United States Court of Appeals for the Fifth Circuit reversed a trial court’s dismissal of challenges to MSA-related legislation in Louisiana under the First and Fourteenth Amendments to the United States Constitution. The case and another challenge to Louisiana’s participation in the MSA and Louisiana’s MSA-related legislation began summary judgment proceedings during the fourth quarter of 2008. Another proceeding has been initiated before an international arbitration tribunal under the provisions of the North American Free Trade Agreement. A two-day hearing on the merits is scheduled for June 2009. An appeal from trial court decisions holding that plaintiffs have failed to make allegations establishing a claim for relief is pending with the United States Court of Appeals for the Eighth Circuit. The United States Courts of Appeals for the Sixth and Ninth Circuits have affirmed the dismissals in two similar challenges. In July 2008, the United States Court of Appeals for the Tenth Circuit affirmed dismissals and summary judgment orders in two cases emanating from Kansas and Oklahoma, and in doing so rejected antitrust and constitutional challenges to the allocable share amendment legislation in those states.

• Federal Government’s Lawsuit: In 1999, the United States government filed a lawsuit in the United States District Court for the District of Columbia against various cigarette manufacturers, including PM USA, and others, including Altria Group, Inc. asserting claims under three federal statutes, namely the Medical Care Recovery Act (“MCRA”), the MSP provisions of the Social Security Act and the civil provisions

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of RICO. Trial of the case ended in June 2005. The lawsuit sought to recover an unspecified amount of health care costs for tobacco-related illnesses allegedly caused by defendants’ fraudulent and tortious conduct and paid for by the government under various federal health care programs, including Medicare, military and veterans’ health benefits programs, and the Federal Employees Health Benefits Program. The complaint alleged that such costs total more than $20 billion annually. It also sought what it alleged to be equitable and declaratory relief, including disgorgement of profits which arose from defendants’ allegedly tortious conduct, an injunction prohibiting certain actions by the defendants, and a declaration that the defendants are liable for the federal government’s future costs of providing health care resulting from defendants’ alleged past tortious and wrongful conduct. In September 2000, the trial court dismissed the government’s MCRA and MSP claims, but permitted discovery to proceed on the government’s claims for relief under the civil provisions of RICO.

The government alleged that disgorgement by defendants of approximately $280 billion is an appropriate remedy. In May 2004, the trial court issued an order denying defendants’ motion for partial summary judgment limiting the disgorgement remedy. In February 2005, a panel of the United States Court of Appeals for the District of Columbia Circuit held that disgorgement is not a remedy available to the government under the civil provisions of RICO and entered summary judgment in favor of defendants with respect to the disgorgement claim. In April 2005, the Court of Appeals denied the government’s motion for rehearing. In July 2005, the government petitioned the United States Supreme Court for further review of the Court of Appeals’ ruling that disgorgement is not an available remedy, and in October 2005, the Supreme Court denied the petition.

In June 2005, the government filed with the trial court its proposed final judgment seeking remedies of approximately $14 billion, including $10 billion over a five-year period to fund a national smoking cessation program and $4 billion over a ten-year period to fund a public education and counter-marketing campaign. Further, the government’s proposed remedy would have required defendants to pay additional monies to these programs if targeted reductions in the smoking rate of those under 21 are not achieved according to a prescribed timetable. The government’s proposed remedies also included a series of measures and restrictions applicable to cigarette business operations — including, but not limited to, restrictions on advertising and marketing, potential measures with respect to certain price promotional activities and research and development, disclosure requirements for certain confidential data and implementation of a monitoring system with potential broad powers over cigarette operations.

In August 2006, the federal trial court entered judgment in favor of the government. The court held that certain defendants, including Altria Group, Inc. and PM USA, violated RICO and engaged in 7 of the 8 “sub-schemes” to defraud that the government had alleged. Specifically, the court found that:

• defendants falsely denied, distorted and minimized the significant adverse health consequences of smoking;

• defendants hid from the public that cigarette smoking and nicotine are addictive;

• defendants falsely denied that they control the level of nicotine delivered to create and sustain addiction;

• defendants falsely marketed and promoted “low tar/light” cigarettes as less harmful than full-flavor cigarettes;

• defendants falsely denied that they intentionally marketed to youth;

• defendants publicly and falsely denied that ETS is hazardous to non-smokers; and

• defendants suppressed scientific research.

The court did not impose monetary penalties on the defendants, but ordered the following relief: (i) an injunction against “committing any act of racketeering” relating to the manufacturing, marketing, promotion, health consequences or sale of cigarettes in the United States; (ii) an injunction against participating directly or indirectly in the management or control of the Council for Tobacco Research, the Tobacco Institute, or the Center for Indoor Air Research, or any successor or affiliated entities of each; (iii) an injunction against “making, or causing to be made in any way, any material false, misleading, or deceptive statement or representation or engaging in any public relations or marketing endeavor that is disseminated to the United States public and that misrepresents or suppresses information concerning cigarettes”; (iv) an injunction against conveying any express or implied health message through use of descriptors on cigarette packaging or in cigarette advertising or promotional material, including “Lights,” “Ultra Lights” and “low tar,” which the court found could cause consumers to believe one cigarette brand is less hazardous than another brand; (v) the issuance of “corrective statements” in various media regarding the adverse health effects of smoking, the addictiveness of smoking and nicotine, the lack of any significant health benefit from smoking “low tar” or “light” cigarettes, defendants’ manipulation of cigarette design to ensure optimum nicotine delivery and the adverse health effects of exposure to environmental tobacco smoke; (vi) the disclosure on defendants’ public document websites and in the Minnesota document repository of all documents produced to the government in the lawsuit or produced in any future court or administrative action concerning smoking and health until 2021, with certain additional requirements as to documents withheld from production under a claim of privilege or confidentiality; (vii) the disclosure of disaggregated marketing data to the government in the same form and on the same schedule as defendants now follow in disclosing such data to the Federal Trade Commission, for a period of ten years; (viii) certain restrictions on the sale or transfer by defendants of any cigarette brands, brand names, formulas or cigarette businesses within the United States; and (ix) payment of the government’s costs in bringing the action.

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In September 2006, defendants filed notices of appeal to the United States Court of Appeals for the District of Columbia Circuit. In September 2006, the trial court denied defendants’ motion to stay the judgment pending defendants’ appeals, and defendants then filed an emergency motion with the Court of Appeals to stay enforcement of the judgment pending their appeals. In October 2006, the government filed a notice of appeal in which it appealed the denial of certain remedies, including the disgorgement of profits and the cessation remedies it had sought. In October 2006, a three-judge panel of the United States Court of Appeals granted defendants’ motion and stayed the trial court’s judgment pending its review of the decision. Certain defendants, including PM USA and Altria Group, Inc., filed a motion to clarify the trial court’s August 2006 Final Judgment and Remedial Order. In March 2007, the trial court denied in part and granted in part defendants’ post-trial motion for clarification of portions of the court’s remedial order. As noted above, the trial court’s judgment and remedial order remain stayed pending the appeal to the Court of Appeals. Oral argument before the United States Court of Appeals for the District of Columbia Circuit was heard in October, 2008.

“Lights/Ultra Lights” Cases

• Overview: Plaintiffs in these class actions (some of which have not been certified as such), allege, among other things, that the uses of the terms “Lights” and/or “Ultra Lights” constitute deceptive and unfair trade practices, common law fraud, or RICO violations, and seek injunctive and equitable relief, including restitution and, in certain cases, punitive damages. These class actions have been brought against PM USA and, in certain instances, Altria Group, Inc. or its subsidiaries, on behalf of individuals who purchased and consumed various brands of cigarettes, including Marlboro Lights, Marlboro Ultra Lights, Virginia Slims Lights and Superslims, Merit Lights and Cambridge Lights. Defenses raised in these cases include lack of misrepresentation, lack of causation, injury, and damages, the statute of limitations, express preemption by the Federal Cigarette Labeling and Advertising Act (“FCLAA”) and implied preemption by the policies and directives of the Federal Trade Commission (“FTC”), non-liability under state statutory provisions exempting conduct that complies with federal regulatory directives, and the First Amendment. As of January 22, 2009, eighteen cases are pending as follows: Arkansas (2), Delaware (1), Florida (1), Illinois (2), Maine (1), Massachusetts (1), Minnesota (1), Missouri (1), New Hampshire (1), New Jersey (1), New Mexico (1), New York (1), Oregon (1), Tennessee (1), and West Virginia (2). In addition, a purported “Lights” class action is pending against PM USA in Israel. Other entities have stated that they are considering filing such actions against Altria Group, Inc. and PM USA.

• Recent Case: Since the December 15, 2008, U.S. Supreme Court decision in Good, one new “Lights” class action was brought against PM USA and Altria Group, Inc. in Illinois (Goins).

• The Good Case: In May 2006, a federal trial court in Maine granted PM USA’s motion for summary judgment in Good, a purported “Lights” class action, on the grounds that plaintiffs’ claims are preempted by the FCLAA and dismissed the case. In August 2007, the United States Court of Appeals for the First Circuit vacated the district court’s grant of PM USA’s motion for summary judgment on federal preemption grounds and remanded the case to district court. The district court stayed the case pending the United States Supreme Court’s ruling on defendants’ petition for writ of certiorari with the United States Supreme Court, which was granted on January 18, 2008. The case was stayed pending the United States Supreme Court’s decision. On December 15, 2008, the United States Supreme Court ruled that plaintiffs’ claims are not barred by federal preemption. Although the Court rejected the argument that the FTC’s actions were so extensive with respect to the descriptors that the state law claims were barred as a matter of federal law, the Court’s decision was limited: it did not address the ultimate merits of plaintiffs’ claim, the viability of the action as a class action, or other state law issues. Stays entered in various “Lights” cases pending Good have been lifted.

• “Lights” Cases Dismissed, Not Certified or Ordered De-Certified: To date, 12 courts in 13 cases have refused to certify class actions, reversed prior class certification decisions or have entered judgment in favor of PM USA. Trial courts in Arizona, Kansas, New Mexico, Oregon, Washington and New Jersey have refused to certify a class, an appellate court in Florida has overturned class certification by a trial court, the Ohio Supreme Court has overturned class certifications in two cases, the United States Court of Appeals for the Fifth Circuit has dismissed a purported “Lights” class action brought in Louisiana federal court (Sullivan) on the grounds that plaintiffs’ claims were preempted by the FCLAA, plaintiffs voluntarily dismissed an action in a federal trial court in Michigan after the court dismissed claims asserted under the Michigan Unfair Trade and Consumer Protection Act, and the Supreme Court of Illinois has overturned a judgment in favor of a plaintiff class in the Price case (see below for further discussion of Price). An intermediate appellate court in Oregon and the Supreme Court in Washington have denied plaintiffs’ motions for interlocutory review of the trial courts’ refusals to certify a class. In the Oregon case (Pearson), in February 2007, PM USA filed a motion for summary judgment based on federal preemption and the Oregon statutory exemption. In September 2007, the District Court granted PM USA’s motion based on express preemption under the FCLAA, and plaintiffs appealed this dismissal to the Oregon Court of Appeals. In February 2008, the parties filed a joint motion to hold the appeal in abeyance pending the United States Supreme Court’s decision in Good, which motion was denied. Plaintiffs in the case in Washington voluntarily dismissed the case with prejudice. Plaintiffs in the New Mexico case renewed their motion for class certification, and the case was stayed pending the United States Supreme Court’s decision in Good. Plaintiffs in the Florida case (Hines) petitioned the Florida Supreme Court for further review, and in January 2008, the Florida Supreme Court denied this petition. Hines

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was stayed pending the United States Supreme Court’s decision in Good.

In September 2005, a New York federal trial court in Schwab granted in part defendants’ motion for partial summary judgment dismissing plaintiffs’ claims for equitable relief and denied a number of plaintiffs’ motions for summary judgment. In November 2005, the trial court ruled that the plaintiffs would be permitted to calculate damages on an aggregate basis and use “fluid recovery” theories to allocate them among class members. In September 2006, the trial court denied defendants’ summary judgment motions and granted plaintiffs’ motion for certification of a nationwide class of all United States residents that purchased cigarettes in the United States that were labeled “Light” or “Lights” from the first date defendants began selling such cigarettes until the date trial commences. The court also declined to certify the order for interlocutory appeal, declined to stay the case and ordered jury selection to begin in January 2007, with trial scheduled to begin immediately after the jury is impaneled. In October 2006, a single judge of the United States Court of Appeals for the Second Circuit granted PM USA’s petition for a temporary stay of pre-trial and trial proceedings pending disposition of the petitions for stay and interlocutory review by a three-judge panel of the Court of Appeals. In November 2006, the Second Circuit granted interlocutory review of the trial court’s class certification order and stayed the case before the trial court pending the appeal. In April 2008, the Second Circuit overturned the trial court’s class certification decision.

• The Price Case: Trial in the Price case commenced in state court in Illinois in January 2003, and in March 2003, the judge found in favor of the plaintiff class and awarded $7.1 billion in compensatory damages and $3 billion in punitive damages against PM USA. In connection with the judgment, PM USA deposited into escrow various forms of collateral, including cash and negotiable instruments. In December 2005, the Illinois Supreme Court issued its judgment, reversing the trial court’s judgment in favor of the plaintiffs and directing the trial court to dismiss the case. In May 2006, the Illinois Supreme Court denied plaintiffs’ motion for re-hearing, in November 2006, the United States Supreme Court denied plaintiffs’ petition for writ of certiorari and, in December 2006, the Circuit Court of Madison County enforced the Illinois Supreme Court’s mandate and dismissed the case with prejudice. In January 2007, plaintiffs filed a motion to vacate or withhold judgment based upon the United States Supreme Court’s grant of the petition for writ of certiorari in Watson (discussed below). In May 2007, PM USA filed applications for a writ of mandamus or a supervisory order with the Illinois Supreme Court seeking an order compelling the lower courts to deny plaintiffs’ motion to vacate and/or withhold judgment. In August 2007, the Illinois Supreme Court granted PM USA’s motion for supervisory order and the trial court dismissed plaintiff’s motion to vacate or withhold judgment. In connection with the trial court’s initial judgment in 2003, PM USA deposited into escrow various forms of collateral, including cash and negotiable instruments, all of which has since been released and returned to PM USA.

On December 18, 2008, plaintiffs filed with the trial court a petition for relief from the final judgment that was entered in favor of PM USA. Specifically, plaintiffs seek to vacate the 2005 Illinois Supreme Court judgment, contending that the United States Supreme Court’s December 15, 2008, decision in Good demonstrated that the Illinois Supreme Court’s decision was “inaccurate.”

• Trial Court Class Certifications: Trial courts have certified classes against PM USA in Massachusetts (Aspinall), Minnesota (Curtis), and Missouri (Craft). PM USA has appealed or otherwise challenged these class certification orders. Developments in these cases include:

• Aspinall: In August 2004, the Massachusetts Supreme Judicial Court affirmed the class certification order. In August 2006, the trial court denied PM USA’s motion for summary judgment based on the state consumer protection statutory exemption and federal preemption. On motion of the parties, the trial court has subsequently reported its decision to deny summary judgment to the appeals court for review and the trial court proceedings are stayed pending completion of the appellate review. Motions for direct appellate review with the Massachusetts Supreme Judicial Court were granted in April 2007 and oral arguments were heard in January 2008. In March 2008, the Supreme Judicial Court issued an order staying the proceedings pending the resolution of Good. On December 23, 2008, subsequent to the United States Supreme Court’s decision in Good, the Massachusetts Supreme Judicial Court issued an order requesting that the parties advise the court within 30 days whether the Good decision is dispositive of federal preemption issues pending on appeal. On January 21, 2009, PM USA notified the Massachusetts Supreme Judicial Court that Good is dispositive of the federal preemption issues on appeal, but requested further briefing on the state law statutory exemption issue.

• Curtis: In April 2005, the Minnesota Supreme Court denied PM USA’s petition for interlocutory review of the trial court’s class certification order. In September 2005, PM USA removed Curtis to federal court based on the Eighth Circuit’s decision in Watson, which upheld the removal of a “Lights” case to federal court based on the “federal officer” jurisdiction of the Federal Trade Commission. In February 2006, the federal court denied plaintiffs’ motion to remand the case to state court. The case was stayed pending the outcome of Dahl v. R. J. Reynolds Tobacco Co., which was argued before the United States Court of Appeals for the Eighth Circuit in December 2006. In February 2007, the United States Court of Appeals for the Eighth Circuit issued its ruling in Dahl, and reversed the federal district court’s denial of plaintiffs’ motion to remand that case to the state trial court. In October 2007, the federal district court remanded the Curtis case to state court. In December 2007, the Minnesota Court of Appeals reversed the trial

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court’s determination in Dahl that plaintiffs’ claims in that case were subject to express preemption, and defendant in that case has petitioned the Minnesota Supreme Court for review. The court has set a trial date of February 16, 2010. (Curtis had been stayed pending the United States Supreme Court’s decision in Good).

• Craft: In August 2005, a Missouri Court of Appeals affirmed the class certification order. In September 2005, PM USA removed Craft to federal court based on the Eighth Circuit’s decision in Watson. In March 2006, the federal trial court granted plaintiffs’ motion and remanded the case to the Missouri state trial court. In May 2006, the Missouri Supreme Court declined to review the trial court’s class certification decision. The Court has set a trial date of January 11, 2010. (Craft had been stayed pending the United States Supreme Court’s decision in Good).

In addition to these cases, in June 2007, the United States Supreme Court reversed the lower court rulings in the Watson case that denied plaintiffs’ motion to have the case heard in a state, as opposed to federal, trial court. The Supreme Court rejected defendants’ contention that the case must be tried in federal court under the “federal officer” statute. The case has been remanded to the state trial court in Arkansas. In March 2008, the case was stayed pending the outcome of the United States Supreme Court’s decision in Good. In December 2005, in the Miner case, which was pending at that time in the United States District Court for the Western District of Arkansas, plaintiffs moved for certification of a class composed of individuals who purchased Marlboro Lights or Cambridge Lights brands in Arkansas, California, Colorado, and Michigan. PM USA’s motion for summary judgment based on preemption and the Arkansas statutory exemption is pending. Following the filing of this motion, plaintiffs moved to voluntarily dismiss Miner without prejudice, which PM USA opposed. The court then stayed the case pending the United States Supreme Court’s decision on a petition for writ of certiorari in Watson. In July 2007, the case was remanded to a state trial court in Arkansas. In August 2007, plaintiffs renewed their motion for class certification. In October 2007, the court denied PM USA’s motion to dismiss on procedural grounds and the court entered a case management order. The case had been stayed pending the United States Supreme Court’s decision in Good. In addition, plaintiffs’ motion for class certification is pending in a case in Tennessee (McClure); on January 12, 2009, PM USA filed a motion to dismiss the plaintiffs’ request for class action treatment.

Certain Other Tobacco-Related Litigation

• Tobacco Price Cases: As of December 31, 2008, two separate cases were pending, one in Kansas and one in New Mexico, in which plaintiffs allege that defendants, including PM USA, conspired to fix cigarette prices in violation of antitrust laws. Altria Group, Inc. is a defendant in the case in Kansas. Plaintiffs’ motions for class certification have been granted in both cases. In June 2006, defendants’ motion for summary judgment was granted in the New Mexico case. On November 18, 2008, the New Mexico Court of Appeals reversed the trial court decision granting summary judgment as to certain defendants, including PM USA. On January 7, 2009, PM USA and other defendants filed a petition for writ of certiorari with the New Mexico Supreme Court seeking reversal of the appellate court’s decision. The case in Kansas had been stayed pending the Kansas Supreme Court’s decision on defendants’ petition regarding certain discovery rulings by the trial court; the Kansas Supreme Court denied the petition in April 2008 and the stay has been lifted.

• Cigarette Contraband Investigation: In 2008, Canadian authorities concluded the investigation relating to allegations of contraband shipments of cigarettes into Canada in the early to mid-1990s and executed a complete release of Altria Group, Inc. and its affiliates.

• Cases Under the California Business and Professions Code: In June 1997, a lawsuit (Brown) was filed in California state court alleging that domestic cigarette manufacturers, including PM USA and others, have violated California Business and Professions Code Sections 17200 and 17500 regarding unfair, unlawful and fraudulent business practices. Class certification was granted as to plaintiffs’ claims that class members are entitled to reimbursement of the costs of cigarettes purchased during the class periods and injunctive relief. In September 2004, the trial court granted defendants’ motion for summary judgment as to plaintiffs’ claims attacking defendants’ cigarette advertising and promotion and denied defendants’ motion for summary judgment on plaintiffs’ claims based on allegedly false affirmative statements. Plaintiffs’ motion for rehearing was denied. In March 2005, the court granted defendants’ motion to decertify the class based on a recent change in California law, which, in two July 2006 opinions, the California Supreme Court ruled applicable to pending cases. Plaintiffs’ motion for reconsideration of the order that decertified the class was denied, and plaintiffs have appealed. In September 2006, an intermediate appellate court affirmed the trial court’s order decertifying the class. In November 2006, the California Supreme Court accepted review of the appellate court’s decision.

In May 2004, a lawsuit (Gurevitch) was filed in California state court on behalf of a purported class of all California residents who purchased the Merit brand of cigarettes since July 2000 to the present alleging that defendants, including PM USA, violated California’s Business and Professions Code Sections 17200 and 17500 regarding unfair, unlawful and fraudulent business practices, including false and misleading advertising. The complaint also alleges violations of California’s Consumer Legal Remedies Act. Plaintiffs seek injunctive relief, disgorgement, restitution, and attorneys’ fees. In July 2005, defendants’ motion to dismiss was granted; however, plaintiffs’ motion for leave to amend the complaint was also granted, and plaintiffs filed an amended complaint in September 2005. In October 2005, the court stayed this action pending the California Supreme Court’s rulings on two cases not involving PM USA. In July 2006, the California Supreme Court issued rulings in the two cases and held that a recent change in California law known as Proposition 64, which limits the ability to bring a lawsuit to only those plaintiffs who

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have “suffered injury in fact” and “lost money or property” as a result of defendant’s alleged statutory violations, properly applies to pending cases. In September 2006, the stay was lifted and defendants filed their demurrer to plaintiffs’ amended complaint. In March 2007, the court, without ruling on the demurrer, again stayed the action pending rulings from the California Supreme Court in another case involving Proposition 64 that is relevant to PM USA’s demurrer.

In September 2005, a purported class action lawsuit (Reynolds) was filed by a California consumer against PM USA alleging that PM USA violated certain California consumer protection laws in connection with the alleged expiration of Marlboro Miles’ proofs of purchase, which could be used in accordance with the terms and conditions of certain time-limited promotions to acquire merchandise from Marlboro catalogues. PM USA’s motion to dismiss the case was denied in March 2006. In September 2006, PM USA filed a motion for summary judgment as to plaintiff’s claims for breach of the implied covenant of good faith and fair dealing. In October 2006, PM USA filed a second summary judgment motion seeking dismissal of plaintiff’s claims under certain California consumer protection statutes. In June 2007, the court denied PM USA’s motions for summary judgment. In January 2008, PM USA’s application for interlocutory review by the United States Court of Appeals for the Ninth Circuit was granted.

Certain Other Actions

• IRS Challenges to PMCC Leases: The IRS concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999, and issued a final Revenue Agent’s Report (“RAR”) in March 2006. The RAR disallowed benefits pertaining to certain PMCC leveraged lease transactions for the years 1996 through 1999. Altria Group, Inc. has agreed with all conclusions of the RAR, with the exception of the disallowance of benefits pertaining to several PMCC leveraged lease transactions for the years 1996 through 1999. Altria Group, Inc. contests approximately $150 million of tax and net interest assessed and paid with regard to them. The IRS may in the future challenge and disallow more of PMCC’s leveraged lease benefits based on Revenue Rulings, an IRS Notice and subsequent case law addressing specific types of leveraged leases (lease-in/lease-out (“LILO”) and sale-in/lease-out (“SILO”) transactions). In October 2006, Altria Group, Inc. filed a complaint in the United States District Court for the Southern District of New York to claim refunds on a portion of these tax payments and associated interest for the years 1996 and 1997. In March 2008, Altria Group, Inc. and the government filed simultaneous motions for summary judgment. Those motions are pending.

In March 2008, Altria Group, Inc. filed a second complaint in the United States District Court for the Southern District of New York seeking a refund of the tax payments and associated interest for the years 1998 and 1999 attributable to the disallowance of benefits claimed in those years with respect to the leases included in the October 2006 filing and with respect to certain other leases entered into in 1998 and 1999.

Altria Group, Inc. considered this matter in its adoption of FASB Interpretation No. 48 and FASB Staff Position No. FAS 13-2. Should Altria Group, Inc. not prevail in this litigation, however, Altria Group, Inc. may have to accelerate the payment of significant amounts of federal income tax and significantly lower its earnings to reflect the recalculation of the income from the affected leveraged leases, which could have a material effect on the earnings and cash flows of Altria Group, Inc. in a particular fiscal quarter or fiscal year. Related litigation involving another party and a significantly different LILO transaction has been decided in favor of the IRS in a recent decision in the Fourth Circuit. Related litigation involving another party and a significantly different SILO transaction has been decided in favor of the IRS in a recent decision in the United States District Court for the Northern District of Ohio.

• Kraft Thrift Plan Case: Four participants in the Kraft Foods Global, Inc. Thrift Plan (“Kraft Thrift Plan”), a defined contribution plan, filed a class action complaint on behalf of all participants and beneficiaries of the Kraft Thrift Plan in July 2008 in the United States District Court for the Northern District of Illinois alleging breach of fiduciary duty under the Employee Retirement Income Security Act (“ERISA”). Named defendants in this action include Altria Corporate Services, Inc. (now Altria Client Services Inc.) and certain company committees that allegedly had a relationship to the Kraft Thrift Plan. Plaintiffs request, among other remedies, that defendants restore to the Kraft Thrift Plan all losses improperly incurred. The Altria Group, Inc. defendants deny any violation of ERISA or other unlawful conduct and intend to defend the case vigorously. Under the terms of a Distribution Agreement between Altria Group, Inc. and Kraft, Altria Client Services Inc. and related defendants may be entitled to indemnity against any liabilities incurred in connection with this case.

• UST Litigation: In September 2008, plaintiffs filed a purported class action on behalf of a purported class of UST stockholders in Superior Court in Connecticut to enjoin the proposed acquisition of UST by Altria Group, Inc., alleging that UST and/or nine of its directors had violated their fiduciary duties by agreeing to the terms of the acquisition and that Altria Group, Inc. had aided and abetted in the alleged violation. In October 2008, plaintiffs amended the complaint to add allegations concerning UST’s definitive proxy statement and certain benefits payable to UST’s officers in connection with the transaction. The amended complaint also added aiding and abetting claims against UST. On December 17, 2008, the parties entered into a Memorandum of Understanding to settle this lawsuit and resolve all claims. The settlement amount was immaterial. The process for obtaining court approval is on-going.

Environmental Regulation

Altria Group, Inc. and its subsidiaries (and former subsidiaries) are subject to various federal, state and local laws and regulations concerning the discharge of materials into the environment, or otherwise related to environmental

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protection, including, in the United States; the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as “Super-fund”), which can impose joint and several liability on each responsible party. Subsidiaries (and former subsidiaries) of Altria Group, Inc. are involved in several matters subjecting them to potential costs related to remediations under Super-fund or other laws and regulations. Altria Group, Inc.’s subsidiaries expect to continue to make capital and other expenditures in connection with environmental laws and regulations. Although it is not possible to predict precise levels of environmental-related expenditures, compliance with such laws and regulations, including the payment of any remediation costs and the making of such expenditures, has not had, and is not expected to have, a material adverse effect on Altria Group, Inc.’s consolidated results of operations, capital expenditures, financial position, earnings or competitive position.

Third-Party Guarantees

At December 31, 2008, Altria Group, Inc. had a $12 million third-party guarantee, related to a divestiture, which was recorded as a liability on its consolidated balance sheet. This guarantee has no specified expiration date. Altria Group, Inc. is required to perform under this guarantee in the event that a third party fails to make contractual payments. In the ordinary course of business, certain subsidiaries of Altria Group, Inc. have agreed to indemnify a limited number of third parties in the event of future litigation.

Under the terms of the Distribution Agreement between Altria Group, Inc. and PMI, liabilities concerning tobacco products will be allocated based in substantial part on the manufacturer. PMI will indemnify Altria Group, Inc. and PM USA for liabilities related to tobacco products manufactured by PMI or contract manufactured for PMI by PM USA, and PM USA will indemnify PMI for liabilities related to tobacco products manufactured by PM USA, excluding tobacco products contract manufactured for PMI. Altria Group, Inc. does not have a related liability recorded on its consolidated balance sheet at December 31, 2008 as the fair value of this indemnification is insignificant.

Note 21.

Condensed Consolidating Financial Information:

PM USA has issued guarantees relating to Altria Group, Inc.’s obligations under its outstanding debt securities and borrowings under the Revolving Facility, the Bridge Facility and its commercial paper program (the “Guarantees”). Pursuant to the Guarantees, PM USA fully and unconditionally guarantees, as primary obligor, the payment and performance of Altria Group, Inc.’s obligations under the guaranteed debt instruments (the “Obligations”).

The Guarantees provide that PM USA fully and unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. The liability of PM USA under the Guarantees is absolute and unconditional irrespective of any lack of validity, enforceability or genuineness of any provision of any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any agreement or instrument relating thereto; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; or any other circumstance that might otherwise constitute a defense available to, or a discharge of, Altria Group, Inc. or PM USA.

The obligations of PM USA under the Guarantees are limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of PM USA that are relevant under Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantees, result in PM USA’s obligations under the Guarantees not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

PM USA will be unconditionally released and discharged from its obligations under each of the Guarantees upon the earliest to occur of:

• the date, if any, on which PM USA consolidates with or merges into Altria Group, Inc. or any successor;

• the date, if any, on which Altria Group, Inc. or any successor consolidates with or merges into PM USA;

• the payment in full of the Obligations pertaining to such Guarantee; or

• the rating of Altria Group, Inc.’s long-term senior unsecured debt by Standard & Poor’s of A or higher.

At December 31, 2008, the respective principal wholly-owned subsidiaries of Altria Group, Inc. and PM USA currently are not limited by long-term debt or other agreements in their ability to pay cash dividends or make other distributions with respect to their common stock.

The following sets forth the condensed consolidating balance sheets as of December 31, 2008 and 2007, condensed consolidating statements of earnings for the years ended December 31, 2008, 2007 and 2006, and condensed consolidating statements of cash flows for the years ended December 31, 2008, 2007 and 2006 for Altria Group, Inc., PM USA and Altria Group, Inc.’s other subsidiaries that are not guarantors of Altria Group, Inc.’s debt instruments (the “Non-Guarantor Subsidiaries”) (in millions of dollars). The financial information is based on Altria Group, Inc.’s understanding of the SEC interpretation and application of Rule 3-10 of the SEC Regulation S-X.

The financial information may not necessarily be indicative of results of operations or financial position had PM USA and Non-Guarantor Subsidiaries operated as independent entities. Altria Group, Inc. accounts for investments in these subsidiaries under the equity method of accounting.

64

Condensed Consolidating Balance Sheets

at December 31, 2008

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Consumer products
Cash and cash equivalents	$	7,910	$	1	$	5	$	—		$	7,916
Receivables, net		2		21		21					44
Inventories:
Leaf tobacco				710		17					727
Other raw materials				139		6					145
Finished product				191		6					197
				1,040		29					1,069
Due from Altria Group, Inc. and subsidiaries		293		3,078		466		(3,837	)
Deferred income taxes		58		1,574		58					1,690
Other current assets		192		82		83					357
Total current assets		8,455		5,796		662		(3,837	)		11,076
Property, plant and equipment, at cost		2		4,792		550					5,344
Less accumulated depreciation		1		2,851		293					3,145
		1		1,941		257					2,199
Goodwill						77					77
Other intangible assets, net				283		2,756					3,039
Investment in SABMiller		4,261									4,261
Investment in consolidated subsidiaries		1,349						(1,349	)
Due from Altria Group, Inc. and subsidiaries		2,000						(2,000	)
Other assets		688		286		106					1,080
Total consumer products assets		16,754		8,306		3,858		(7,186	)		21,732
Financial services
Finance assets, net						5,451					5,451
Due from Altria Group, Inc. and subsidiaries						761		(761	)
Other assets						32					32
Total financial services assets						6,244		(761	)		5,483
Total Assets	$	16,754	$	8,306	$	10,102	$	(7,947	)	$	27,215

65

Condensed Consolidating Balance Sheets (Continued)

at December 31, 2008

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Consumer products
Current portion of long-term debt	$	—		$	135		$	—		$	—		$	135
Accounts payable		72			282			156						510
Accrued liabilities:
Marketing					373			1						374
Taxes, except income taxes					94			4						98
Employment costs		27			48			173						248
Settlement charges					3,984									3,984
Other		206			681			241						1,128
Dividends payable		665												665
Due to Altria Group, Inc. and subsidiaries		3,925			348			325			(4,598	)
Total current liabilities		4,895			5,945			900			(4,598	)		7,142
Long-term debt		6,839												6,839
Deferred income taxes		1,295			(509	)		(435	)					351
Accrued pension costs		228			425			740						1,393
Accrued postretirement health care costs					1,700			508						2,208
Due to Altria Group, Inc. and subsidiaries								2,000			(2,000	)
Other liabilities		669			447			92						1,208
Total consumer products liabilities		13,926			8,008			3,805			(6,598	)		19,141
Financial services
Long-term debt								500						500
Deferred income taxes								4,644						4,644
Other liabilities								102						102
Total financial services liabilities								5,246						5,246
Total liabilities		13,926			8,008			9,051			(6,598	)		24,387
Contingencies
Stockholders’ Equity
Common stock		935						9			(9	)		935
Additional paid-in capital		6,350			412			1,938			(2,350	)		6,350
Earnings reinvested in the business		22,131			1,215			(119	)		(1,096	)		22,131
Accumulated other comprehensive losses		(2,181	)		(1,329	)		(777	)		2,106			(2,181	)
		27,235			298			1,051			(1,349	)		27,235
Less cost of repurchased stock		(24,407	)											(24,407	)
Total stockholders’ equity		2,828			298			1,051			(1,349	)		2,828
Total Liabilities and Stockholders’ Equity	$	16,754		$	8,306		$	10,102		$	(7,947	)	$	27,215

66

Condensed Consolidating Balance Sheets

at December 31, 2007

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Assets
Consumer products
Cash and cash equivalents	$	4,835	$	1	$	6		$	—		$	4,842
Receivables, net		21		22		40						83
Inventories:
Leaf tobacco				853		8						861
Other raw materials				157		3						160
Finished product				223		10						233
				1,233		21						1,254
Current assets of discontinued operations						14,767						14,767
Due from Altria Group, Inc. and subsidiaries		415		3,458		1,681			(5,554	)
Deferred income taxes		205		1,555		(47	)					1,713
Other current assets		2		146		83						231
Total current assets		5,478		6,415		16,551			(5,554	)		22,890
Property, plant and equipment, at cost		194		5,135		297						5,626
Less accumulated depreciation		94		2,999		111						3,204
		100		2,136		186						2,422
Goodwill						76						76
Other intangible assets, net				283		2,766						3,049
Prepaid pension assets				558		354						912
Investment in SABMiller		4,495										4,495
Long-term assets of discontinued operations						16,969						16,969
Investment in consolidated subsidiaries		24,573							(24,573	)
Due from Altria Group, Inc. and subsidiaries		2,000		6,000					(8,000	)
Other assets		498		311		61						870
Total consumer products assets		37,144		15,703		36,963			(38,127	)		51,683
Financial services
Finance assets, net						6,029						6,029
Due from Altria Group, Inc. and subsidiaries						513			(513	)
Other assets						34						34
Total financial services assets						6,576			(513	)		6,063
Total Assets	$	37,144	$	15,703	$	43,539		$	(38,640	)	$	57,746

67

Condensed Consolidating Balance Sheets (Continued)

at December 31, 2007

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Consumer products
Current portion of long-term debt	$	850		$	1		$	1,503		$	—		$	2,354
Accounts payable		10			649			209						868
Accrued liabilities:
Marketing					326			1						327
Taxes, except income taxes					67			3						70
Employment costs		35			98			150						283
Settlement charges					3,986									3,986
Other		100			582			167						849
Income taxes		107			80			(3	)					184
Dividends payable		1,588												1,588
Current liabilities of discontinued operations								8,273						8,273
Due to Altria Group, Inc. and subsidiaries		5,545			86			436			(6,067	)
Total current liabilities		8,235			5,875			10,739			(6,067	)		18,782
Long-term debt		1,750			135									1,885
Deferred income taxes		1,394			(166	)		(73	)					1,155
Accrued pension costs		191						7						198
Accrued postretirement health care costs					1,743			173						1,916
Long-term liabilities of discontinued operations								8,065						8,065
Due to Altria Group, Inc. and subsidiaries		6,000						2,000			(8,000	)
Other liabilities		672			530			38						1,240
Total consumer products liabilities		18,242			8,117			20,949			(14,067	)		33,241
Financial services
Long-term debt								500						500
Deferred income taxes								4,911						4,911
Other liabilities								192						192
Total financial services liabilities								5,603						5,603
Total liabilities		18,242			8,117			26,552			(14,067	)		38,844
Contingencies
Stockholders’ Equity
Common stock		935						9			(9	)		935
Additional paid-in capital		6,884			586			3,029			(3,615	)		6,884
Earnings reinvested in the business		34,426			7,647			12,458			(20,105	)		34,426
Accumulated other comprehensive earnings (losses)		111			(647	)		1,491			(844	)		111
		42,356			7,586			16,987			(24,573	)		42,356
Less cost of repurchased stock		(23,454	)											(23,454	)
Total stockholders’ equity		18,902			7,586			16,987			(24,573	)		18,902
Total Liabilities and Stockholders’ Equity	$	37,144		$	15,703		$	43,539		$	(38,640	)	$	57,746

68

Condensed Consolidating Statements of Earnings

for the year ended December 31, 2008

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	18,753		$	603		$	—		$	19,356
Cost of sales					8,172			98						8,270
Excise taxes on products					3,338			61						3,399
Gross profit					7,243			444						7,687
Marketing, administration and research costs		184			2,449			120						2,753
Asset impairment and exit costs		74			97			278						449
(Gain) loss on sale of corporate headquarters building		(407	)					3						(404	)
Amortization of intangibles								7						7
Operating income		149			4,697			36						4,882
Interest and other debt expense (income), net		323			(274	)		118						167
Loss on early extinguishment of debt		386						7						393
Equity earnings in SABMiller		(467	)											(467	)
(Loss) earnings from continuing operations before income taxes and equity earnings of subsidiaries		(93	)		4,971			(89	)					4,789
(Benefit) provision for income taxes		(130	)		1,838			(9	)					1,699
Equity earnings of subsidiaries		4,893									(4,893	)
Earnings (loss) from continuing operations		4,930			3,133			(80	)		(4,893	)		3,090
Earnings from discontinued operations, net of income taxes and minority interest								1,840						1,840
Net earnings	$	4,930		$	3,133		$	1,760		$	(4,893	)	$	4,930

Condensed Consolidating Statements of Earnings

for the year ended December 31, 2007

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	18,470		$	194		$	—		$	18,664
Cost of sales					7,816			11						7,827
Excise taxes on products					3,449			3						3,452
Gross profit					7,205			180						7,385
Marketing, administration and research costs		357			2,409			18						2,784
Asset impairment and exit costs		83			344			15						442
Recoveries from airline industry exposure								(214	)					(214	)
Operating (loss) income		(440	)		4,452			361						4,373
Interest and other debt expense (income), net		839			(636	)		2						205
Equity earnings in SABMiller		(510	)											(510	)
(Loss) earnings from continuing operations before income taxes and equity earnings of subsidiaries		(769	)		5,088			359						4,678
(Benefit) provision for income taxes		(449	)		1,851			145						1,547
Equity earnings of subsidiaries		10,106									(10,106	)
Earnings from continuing operations		9,786			3,237			214			(10,106	)		3,131
Earnings from discontinued operations, net of income taxes and minority interest								6,655						6,655
Net earnings	$	9,786		$	3,237		$	6,869		$	(10,106	)	$	9,786

69

Condensed Consolidating Statements of Earnings

for the year ended December 31, 2006

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	18,474		$	316		$	—		$	18,790
Cost of sales					7,374			13						7,387
Excise taxes on products					3,617									3,617
Gross profit					7,483			303						7,786
Marketing, administration and research costs		354			2,726			33						3,113
Asset impairment and exit costs					10			42						52
Provision for airline industry exposure								103						103
Operating (loss) income		(354	)		4,747			125						4,518
Interest and other debt expense (income), net		940			(684	)		(31	)					225
Equity earnings in SABMiller		(460	)											(460	)
(Loss) earnings from continuing operations before income taxes and equity earnings of subsidiaries		(834	)		5,431			156						4,753
(Benefit) provision for income taxes		(443	)		1,978			36						1,571
Equity earnings of subsidiaries		12,413									(12,413	)
Earnings from continuing operations		12,022			3,453			120			(12,413	)		3,182
Earnings from discontinued operations, net of income taxes and minority interest								8,840						8,840
Net earnings	$	12,022		$	3,453		$	8,960		$	(12,413	)	$	12,022

70

Condensed Consolidating Statements of Cash Flows

for the year ended December 31, 2008

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments		Consolidated
Cash Provided by (Used in) Operating Activities
Net cash (used in) provided by operating activities, continuing operations	$	(242	)	$	3,499		$	(42	)	$	—	$	3,215
Net cash provided by operating activities, discontinued operations								1,666					1,666
Net cash (used in) provided by operating activities		(242	)		3,499			1,624			—		4,881
Cash Provided by (Used in) Investing Activities
Consumer products
Capital expenditures					(220	)		(21	)				(241	)
Proceeds from sale of corporate headquarters building		525											525
Changes in amounts due to/from Altria Group, Inc. and subsidiaries		(7,558	)		6,000			1,558
Other					2			108					110
Financial services
Investment in finance assets								(1	)				(1	)
Proceeds from finance assets								403					403
Net cash (used in) provided by investing activities, continuing operations		(7,033	)		5,782			2,047					796
Net cash used in investing activities, discontinued operations								(317	)				(317	)
Net cash (used in) provided by investing activities		(7,033	)		5,782			1,730					479
Cash Provided by (Used in) Financing Activities
Long-term debt proceeds		6,738											6,738
Long-term debt repaid		(2,499	)					(1,558	)				(4,057	)
Repurchase of Altria Group, Inc. common stock		(1,166	)										(1,166	)
Dividends paid on Altria Group, Inc. common stock		(4,428	)										(4,428	)
Issuance of Altria Group, Inc. common stock		89											89
Philip Morris International Inc. dividends paid to Altria Group, Inc.		3,019											3,019
Debt issuance costs		(46	)										(46	)
Tender and consent fees related to the early extinguishment of debt		(368	)					(3	)				(371	)
Changes in amounts due to/from discontinued operations		(664	)										(664	)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries		10			347			(357	)
Cash dividends received from/(paid by) subsidiaries		9,662			(9,565	)		(97	)
Other		3			(63	)		9					(51	)
Net cash provided by (used in) financing activities, continuing operations		10,350			(9,281	)		(2,006	)				(937	)
Net cash used in financing activities, discontinued operations								(1,648	)				(1,648	)
Net cash provided by (used in) financing activities		10,350			(9,281	)		(3,654	)				(2,585	)
Effect of exchange rate changes on cash and cash equivalents:
Discontinued operations								(126	)				(126	)
Cash and cash equivalents, continuing operations:
Increase (decrease)		3,075			—			(1	)		—		3,074
Balance at beginning of year		4,835			1			6					4,842
Balance at end of year	$	7,910		$	1		$	5		$	—	$	7,916

71

Condensed Consolidating Statements of Cash Flows

for the year ended December 31, 2007

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments		Consolidated
Cash Provided by (Used in) Operating Activities
Net cash (used in) provided by operating activities, continuing operations	$	(1,338	)	$	5,772		$	146		$	—	$	4,580
Net cash provided by operating activities, discontinued operations								5,736					5,736
Net cash (used in) provided by operating activities		(1,338	)		5,772			5,882			—		10,316
Cash Provided by (Used in) Investing Activities
Consumer products
Capital expenditures					(352	)		(34	)				(386	)
Purchase of business, net of acquired cash								(2,898	)				(2,898	)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries		(2,000	)					2,000
Other		62			6			40					108
Financial services
Investments in finance assets								(5	)				(5	)
Proceeds from finance assets								486					486
Net cash used in investing activities, continuing operations		(1,938	)		(346	)		(411	)				(2,695	)
Net cash used in investing activities, discontinued operations								(2,560	)				(2,560	)
Net cash used in investing activities		(1,938	)		(346	)		(2,971	)				(5,255	)
Cash Provided by (Used in) Financing Activities
Consumer products
Net issuance of short-term borrowings								2					2
Long-term debt repaid		(500	)										(500	)
Financial services
Long-term debt repaid								(617	)				(617	)
Dividends paid on Altria Group, Inc. common stock		(6,652	)										(6,652	)
Issuance of Altria Group, Inc. common stock		423											423
Kraft Foods Inc. dividends paid to Altria Group, Inc.		728											728
Philip Morris International Inc. dividends paid to Altria Group, Inc.		6,560											6,560
Changes in amounts due to/from discontinued operations								(370	)				(370	)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries		(963	)		(293	)		1,256
Cash dividends received from/(paid by) subsidiaries		5,141			(5,100	)		(41	)
Other		316			(33	)		(5	)				278
Net cash provided by (used in) financing activities, continuing operations		5,053			(5,426	)		225					(148	)
Net cash used in financing activities, discontinued operations								(3,531	)				(3,531	)
Net cash provided by (used in) financing activities		5,053			(5,426	)		(3,306	)				(3,679	)
Effect of exchange rate changes on cash and cash equivalents:
Discontinued operations								347					347
Cash and cash equivalents, continuing operations:
Increase (decrease)		1,777			—			(40	)		—		1,737
Balance at beginning of year		3,058			1			46					3,105
Balance at end of year	$	4,835		$	1		$	6		$	—	$	4,842

72

Condensed Consolidating Statements of Cash Flows

for the year ended December 31, 2006

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments		Consolidated
Cash Provided by (Used in) Operating Activities
Net cash (used in) provided by operating activities, continuing operations	$	(1,602	)	$	5,291		$	(40	)	$	—	$	3,649
Net cash provided by operating activities, discontinued operations								9,937					9,937
Net cash (used in) provided by operating activities		(1,602	)		5,291			9,897			—		13,586
Cash Provided by (Used in) Investing Activities
Consumer products
Capital expenditures		(1	)		(361	)		(37	)				(399	)
Other		(31	)					25					(6	)
Financial services
Investments in finance assets								(15	)				(15	)
Proceeds from finance assets								357					357
Net cash (used in) provided by investing activities, continuing operations		(32	)		(361	)		330					(63	)
Net cash used in investing activities, discontinued operations								(555	)				(555	)
Net cash used in investing activities		(32	)		(361	)		(225	)				(618	)
Cash Provided by (Used in) Financing Activities
Consumer products
Net issuance of short-term borrowings								1					1
Long-term debt repaid		(833	)					(1,219	)				(2,052	)
Financial services
Long-term debt repaid								(1,015	)				(1,015	)
Dividends paid on Altria Group, Inc. common stock		(6,815	)										(6,815	)
Issuance of Altria Group, Inc. common stock		486											486
Kraft Foods Inc. dividends paid to Altria Group, Inc.		1,369											1,369
Philip Morris International Inc. dividends paid to Altria Group, Inc.		2,780											2,780
Changes in amounts due to/from discontinued operations								(166	)				(166	)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries		(2,454	)		154			2,300
Cash dividends received from/(paid by) subsidiaries		5,250			(5,100	)		(150	)
Other		194			16			(46	)				164
Net cash used in financing activities, continuing operations		(23	)		(4,930	)		(295	)				(5,248	)
Net cash used in financing activities, discontinued operations								(9,118	)				(9,118	)
Net cash used in financing activities		(23	)		(4,930	)		(9,413	)				(14,366	)
Effect of exchange rate changes on cash and cash equivalents:
Continuing operations								34					34
Discontinued operations								126					126
								160					160
Cash and cash equivalents, continuing operations:
(Decrease) increase		(1,657	)		—			29			—		(1,628	)
Balance at beginning of year		4,715			1			17					4,733
Balance at end of year	$	3,058		$	1		$	46		$	—	$	3,105

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Note 22.

Quarterly Financial Data (Unaudited):

		2008 Quarters
(in millions, except per share data)		1st		2nd		3rd		4th
Net revenues		$	4,410	$	5,054	$	5,238	$	4,654
Gross profit		$	1,717	$	2,011	$	2,111	$	1,848
Earnings from continuing operations		$	614	$	930	$	867	$	679
Earnings from discontinued operations			1,840
Net earnings		$	2,454	$	930	$	867	$	679
Per share data:
Basic EPS:
Continuing operations		$	0.29	$	0.45	$	0.42	$	0.33
Discontinued operations			0.87
Net earnings		$	1.16	$	0.45	$	0.42	$	0.33
Diluted EPS:
Continuing operations		$	0.29	$	0.45	$	0.42	$	0.33
Discontinued operations			0.87
Net earnings		$	1.16	$	0.45	$	0.42	$	0.33
Dividends declared		$	0.75	$	0.29	$	0.32	$	0.32
Market price	— high	$	79.59	$	23.02	$	21.86	$	20.91
	— low	$	21.95	$	19.95	$	19.26	$	14.34

The first quarter 2008 market price-high in the table above reflects historical market price which is not adjusted to reflect the PMI spin-off.

Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year.

		2007 Quarters
(in millions, except per share data)		1st		2nd		3rd		4th
Net revenues		$	4,288	$	4,861	$	4,987	$	4,528
Gross profit		$	1,700	$	1,941	$	1,964	$	1,780
Earnings from continuing operations		$	696	$	715	$	900	$	820
Earnings from discontinued operations			2,054		1,500		1,733		1,368
Net earnings		$	2,750	$	2,215	$	2,633	$	2,188
Per share data:
Basic EPS:
Continuing operations		$	0.33	$	0.34	$	0.43	$	0.39
Discontinued operations			0.98		0.71		0.82		0.65
Net earnings		$	1.31	$	1.05	$	1.25	$	1.04
Diluted EPS:
Continuing operations		$	0.33	$	0.34	$	0.43	$	0.39
Discontinued operations			0.97		0.71		0.81		0.64
Net earnings		$	1.30	$	1.05	$	1.24	$	1.03
Dividends declared		$	0.86	$	0.69	$	0.75	$	0.75
Market price	— high	$	90.50	$	72.20	$	72.20	$	78.51
	— low	$	81.17	$	66.91	$	63.13	$	69.09

The first quarter 2007 market price information in the table above reflects historical market prices which are not adjusted to reflect the Kraft and PMI spin-offs. The second, third and fourth quarters 2007 market price information in the table above reflects historical market prices which are not adjusted to reflect the PMI spin-off.

Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year.

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During 2008 and 2007, the following pre-tax charges or (gains) were included in Altria Group, Inc.’s earnings from continuing operations:

	2008 Quarters
(in millions)	1st			2nd			3rd			4th
Asset impairment and exit costs	$	258		$	19		$	17		$	155
Gain on sale of corporate headquarters building		(404	)
Loss on early extinguishment of debt		393
PMCC increase in allowance for losses								50			50
SABMiller intangible asset impairment charges								85
Financing fees								4			54
	$	247		$	19		$	156		$	259
	2007 Quarters
(in millions)	1st			2nd			3rd			4th
Recoveries from airline industry exposure	$	(129	)	$	(78	)	$	(7	)	$	—
Asset impairment and exit costs		61			318			13			50
	$	(68	)	$	240		$	6		$	50

As discussed in Note 14. Income Taxes, Altria Group, Inc. has recognized income tax benefits in the consolidated statements of earnings during 2008 and 2007 as a result of various tax events.

Note 23.

Subsequent Events

On January 6, 2009, Altria Group, Inc. acquired all of the outstanding common stock of UST, which owns operating companies engaged in the manufacture and sale of moist smokeless tobacco products and wine. Under the terms of the agreement, shareholders of UST received $69.50 in cash for each share of UST common stock. Additionally, each employee stock option of UST that was outstanding and unexercised was cancelled in exchange for the right to receive the difference between the exercise price for such option and $69.50. The transaction was valued at approximately $11.7 billion, which included the assumption of approximately $1.3 billion of debt, which together with acquisition-related costs and payments of approximately $0.6 billion (consisting primarily of financing fees, the funding of UST’s non-qualified pension plans, investment banking fees and the early retirement of UST’s revolving credit facility), represent a total cash outlay of approximately $11 billion.

Assets purchased consist primarily of non-amortizable intangible assets related to acquired brands of $9.5 billion, amortizable intangible assets (primarily consisting of customer relationships) of $0.4 billion, goodwill of $4.3 billion and other assets of $1.7 billion, partially offset by long-term debt and other liabilities assumed in the acquisition. These amounts, which are based on the framework for measuring fair value as prescribed in SFAS 157, represent the preliminary estimates of assets acquired and liabilities assumed and are subject to revision when appraisals are finalized. The assignment of goodwill by reportable segment has not been completed. It is anticipated that none of the goodwill or other intangible assets acquired will be deductible for tax purposes.

The premium in the purchase price paid by Altria Group, Inc. for the acquisition of UST reflects the creation of the premier tobacco company in the United States with leading brands in cigarettes, smokeless tobacco and machine-made large cigars. The acquisition is anticipated to generate approximately $300 million in annual synergies by 2011, driven primarily by reduced selling, general and administrative, and corporate expenses.

As previously discussed in Note 9. Short-Term Borrowings and Borrowing Arrangements, in connection with the acquisition of UST, at December 31, 2008, Altria Group, Inc. had in place a 364-day term bridge loan facility. On January 6, 2009, Altria Group, Inc. borrowed the entire available amount of $4.3 billion under this facility at the 1-month London Inter-bank Offered Rate (“LIBOR”) plus 225 basis points (the 1-month LIBOR rate on this borrowing was 0.43%), which was used along with the $6.7 billion net proceeds from the issuances of long-term notes (discussed in Note 10. Long-Term Debt), to fund the acquisition.

In 2009, Altria Group, Inc. expects to incur approximately $0.6 billion in integration related charges which include estimated transaction and restructuring costs which will be expensed in the periods in which the costs are incurred, primarily in 2009. Transaction costs related to the acquisition of UST of $4 million incurred during 2008 were expensed in the first quarter of 2009. Debt issuance costs and financing fees of approximately $0.2 billion have been capitalized and are being amortized over the life of the debt.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Description of the Company

At December 31, 2008, Altria Group, Inc.’s wholly-owned subsidiaries included Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of cigarettes and other tobacco products in the United States, and John Middleton Co. (“Middleton”), which is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco. Philip Morris Capital Corporation (“PMCC”), another wholly-owned subsidiary, maintains a portfolio of leveraged and direct finance leases. In addition, Altria Group, Inc. held a 28.5% economic and voting interest in SABMiller plc (“SABMiller”) at December 31, 2008. Altria Group, Inc.’s access to the operating cash flows of its subsidiaries consists principally of cash received from the payment of dividends by its subsidiaries.

On January 6, 2009, Altria Group, Inc. acquired all of the outstanding common stock of UST Inc. (“UST”), which owns operating companies engaged in the manufacture and sale of moist smokeless tobacco products and wine. As a result of the acquisition, UST has become an indirect wholly-owned subsidiary of Altria Group, Inc. For additional discussion of the UST acquisition, see Note 23. Subsequent Events to the consolidated financial statements (“Note 23”).

On March 28, 2008, Altria Group, Inc. distributed all of its interest in Philip Morris International Inc. (“PMI”) to Altria Group, Inc. stockholders in a tax-free distribution. On March 30, 2007, Altria Group, Inc. distributed all of its remaining interest in Kraft Foods Inc. (“Kraft”) on a pro-rata basis to Altria Group, Inc. stockholders in a tax-free distribution. For a further discussion of the PMI and Kraft spin-offs, see Note 1. Background and Basis of Presentation to the consolidated financial statements (“Note 1”).

On December 11, 2007, Altria Group, Inc. acquired 100% of Middleton for $2.9 billion in cash. For additional discussion of the Middleton acquisition, see Note 5. Acquisitions to the consolidated financial statements (“Note 5”).

Beginning with the first quarter of 2008, Altria Group, Inc. revised its reportable segments to reflect the change in the way in which Altria Group, Inc.’s management reviews the business as a result of the acquisition of Middleton and the PMI spin-off. At December 31, 2008, Altria Group, Inc.’s reportable segments were cigarettes and other tobacco products; cigars; and financial services. Accordingly, prior period segment results have been revised.

Executive Summary

The following executive summary is intended to provide significant highlights of the Discussion and Analysis that follows.

2008 was a year of significant change for Altria Group, Inc. as it repositioned itself for the future. Altria Group, Inc. successfully completed the spin-off of PMI and a significant corporate restructuring that included relocating its headquarters to Richmond, Virginia. Altria Group, Inc. continued integrating Middleton into its family of companies. Altria Group, Inc. announced the acquisition of UST and issued $6.8 billion of long-term notes to secure a portion of the financing for the acquisition of UST.

•      Consolidated Operating Results — The changes in Altria Group, Inc.’s earnings from continuing operations and diluted earnings per share (“EPS”) from continuing operations for the year ended December 31, 2008, from the year ended December 31, 2007, were due primarily to the following:

(in millions, except per share data)	Earnings from Continuing Operations			Diluted EPS from Continuing Operations
For the year ended December 31, 2007	$	3,131		$	1.48
2007 Asset impairment, exit and implementation costs		300			0.15
2007 Recoveries from airline industry exposure		(137	)		(0.06	)
2007 Interest on tax reserve transfers to Kraft		50			0.02
2007 Tax items		(168	)		(0.09	)
Subtotal 2007 items		45			0.02
2008 Asset impairment, exit, integration and implementation costs		(338	)		(0.15	)
2008 Gain on sale of corporate headquarters building		263			0.12
2008 Loss on early extinguishment of debt		(256	)		(0.12	)
2008 SABMiller intangible asset impairments		(54	)		(0.03	)
2008 Financing fees		(38	)		(0.02	)
2008 Adjustment to third-party guarantee accrual		6
2008 Tax items		58			0.03
Subtotal 2008 items		(359	)		(0.17	)
Change in tax rate		(4	)
Lower shares outstanding					0.02
Operations		277			0.13
For the year ended December 31, 2008	$	3,090		$	1.48

See discussion of events affecting the comparability of statement of earnings amounts in the Consolidated Operating Results section of the following Discussion and Analysis.

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•       Asset Impairment, Exit, Integration and Implementation Costs — During 2008 and 2007, PM USA incurred pre-tax asset impairment, exit and implementation costs of $118 million ($75 million after taxes) and $371 million ($234 million after taxes), respectively, related to the closing of its Cabarrus, North Carolina manufacturing facility as part of Altria Group, Inc.’s manufacturing optimization program. In addition, during 2008 and 2007, pre-tax asset impairment and exit costs of $274 million ($172 million after taxes) and $98 million ($66 million after taxes), respectively, were recorded to general corporate expenses primarily reflecting the restructuring of Altria Group, Inc.’s corporate headquarters, including the move to Richmond, Virginia, as a result of the PMI spin-off. During 2008, Middleton recorded pre-tax integration costs of $18 million ($12 million after taxes). In December 2008, Altria Group, Inc. initiated a company-wide integration and restructuring program and recorded pre-tax charges of $76 million, $48 million and $2 million to general corporate expenses, PM USA and PMCC, respectively, for a total of $126 million ($79 million after taxes). For further details on asset impairment, exit and implementation costs, see Note 3. Asset Impairment and Exit Costs to the consolidated financial statements (“Note 3”).

•       Gain on Sale of Corporate Headquarters Building — In March 2008, Altria Group, Inc. sold its corporate headquarters building in New York City for $525 million and recorded a pre-tax gain on sale of $404 million ($263 million after taxes).

•       Loss on Early Extinguishment of Debt — In connection with the spin-off of PMI, in the first quarter of 2008, Altria Group, Inc. and its subsidiary, Altria Finance (Cayman Islands) Ltd., completed tender offers to purchase for cash $2.3 billion of notes and debentures denominated in U.S. dollars, and €373 million in euro-denominated bonds, equivalent to $568 million in U.S. dollars. As a result, Altria Group, Inc. recorded a pre-tax loss of $393 million ($256 million after taxes) on the early extinguishment of debt in the first quarter of 2008.

•       SABMiller Intangible Asset Impairments — Altria Group, Inc.’s 2008 equity earnings in SABMiller included intangible asset impairment charges of $85 million ($54 million after taxes).

•       Financing Fees — During 2008, Altria Group, Inc. incurred structuring and arrangement fees for borrowing facilities related to the acquisition of UST. These fees are being amortized over the lives of the facilities. In 2008, Altria Group, Inc. recorded a pre-tax charge of $58 million ($38 million after taxes) for these fees, which are included in interest and other debt expense, net.

•       Recoveries from Airline Industry Exposure — As discussed in Note 8. Finance Assets, net to the consolidated financial statements (“Note 8”), during 2007, PMCC recorded pre-tax gains of $214 million ($137 million after taxes) on the sale of its ownership interests and bankruptcy claims in certain leveraged lease investments in aircraft, which represented a partial recovery, in cash, of amounts that had been previously written down.

•       Interest on Tax Reserve Transfers to Kraft — The interest on tax reserves transferred to Kraft of $77 million ($50 million after taxes) is related to the Kraft spin-off and the adoption of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”) in 2007.

•       Income Taxes — The 2008 effective tax rate included net tax benefits of $58 million primarily from the reversal of tax accruals no longer required. The effective tax rate in 2007 included net tax benefits of $168 million related to the reversal of tax reserves and associated interest resulting from the expiration of statutes of limitations, and the reversal of tax accruals no longer required.

•       Shares Outstanding — Fewer shares outstanding during 2008 were due primarily to shares repurchased by Altria Group, Inc. during the second quarter of 2008 under its share repurchase program which was suspended in January 2009.

•       Operations — The increase of $277 million shown in the table above was due primarily to the following:

• Cigars income, reflecting the acquisition of Middleton in December 2007;

• Lower general corporate expenses, due primarily to the relocation, restructuring and streamlining of Altria Group, Inc.’s corporate headquarters;

• Higher cigarettes and other tobacco products income, reflecting lower wholesale promotional allowance rates and lower general and administrative expenses, partially offset by lower volume, higher ongoing resolution costs, costs related to the reduction of contract volume manufactured for PMI, higher leaf costs, and higher promotional spending; and

• Higher equity earnings in SABMiller (after excluding the impact of the intangible asset impairment charges);

partially offset by:

• Lower financial services income (after excluding the impact of the recoveries from airline industry exposure in 2007), due primarily to an increase in the allowance for losses.

For further details, see the Consolidated Operating Results and Operating Results by Business Segment sections of the following Discussion and Analysis.

•      2009 Forecasted Results — In January 2009, Altria Group, Inc. announced that 2009 adjusted full-year diluted earnings per share from continuing operations are expected to grow to a range of $1.70 to $1.75. This represents a 3% to 6% growth rate from an adjusted base of $1.65 per share in 2008. The forecast reflects higher tobacco excise taxes, investment spending on UST’s smokeless tobacco brands, ongoing cost reduction initiatives, increased pension expenses and no share repurchases. The factors described

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in the Cautionary Factors That May Affect Future Results section of the following Discussion and Analysis represent continuing risks to this forecast.

Reconciliation of 2008 Reported Diluted EPS from Continuing Operations to 2008

Adjusted Diluted EPS from Continuing Operations

2008 Reported diluted EPS from continuing operations	$	1.48
Asset impairment, exit, integration and implementation costs		0.15
Gain on sale of corporate headquarters building		(0.12	)
Loss on early extinguishment of debt		0.12
SABMiller intangible asset impairments		0.03
Financing fees		0.02
Tax items		(0.03	)
2008 Adjusted diluted EPS from continuing operations	$	1.65

2008 adjusted diluted EPS from continuing operations is provided to facilitate comparison to the 2009 forecasted results of Altria Group, Inc. This financial measure is not consistent with accounting principles generally accepted in the United States of America (“U.S. GAAP”). While management believes this non-U.S. GAAP financial measure provides useful information to investors, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with U.S. GAAP.

Discussion and Analysis

Critical Accounting Policies and Estimates

Note 2. Summary of Significant Accounting Policies to the consolidated financial statements (“Note 2”), includes a summary of the significant accounting policies and methods used in the preparation of Altria Group, Inc.’s consolidated financial statements. In most instances, Altria Group, Inc. must use an accounting policy or method because it is the only policy or method permitted under U.S. GAAP.

The preparation of financial statements includes the use of estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of net revenues and expenses during the reporting periods. If actual amounts are ultimately different from previous estimates, the revisions are included in Altria Group, Inc.’s consolidated results of operations for the period in which the actual amounts become known. Historically, the aggregate differences, if any, between Altria Group, Inc.’s estimates and actual amounts in any year have not had a significant impact on its consolidated financial statements.

The following is a review of the more significant assumptions and estimates, as well as the accounting policies and methods used in the preparation of Altria Group, Inc.’s consolidated financial statements:

•       Consolidation — The consolidated financial statements include Altria Group, Inc., as well as its wholly-owned subsidiaries. Investments in which Altria Group, Inc. exercises significant influence (20%-50% ownership interest), are accounted for under the equity method of accounting. All intercompany transactions and balances have been eliminated. The results of PMI prior to the PMI distribution date have been reflected as discontinued operations on the consolidated statements of earnings and statements of cash flows for all periods presented. The assets and liabilities related to PMI were reclassified and reflected as discontinued operations on the consolidated balance sheet at December 31, 2007. The results of Kraft prior to the Kraft distribution date have been reflected as discontinued operations on the consolidated statements of earnings and statements of cash flows for the years ended December 31, 2007 and 2006. For a further discussion of the PMI and Kraft spin-offs, see Note 1.

•       Revenue Recognition — As required by U.S. GAAP, Altria Group, Inc.’s consumer products businesses recognize revenues, net of sales incentives and including shipping and handling charges billed to customers, upon shipment or delivery of goods when title and risk of loss pass to customers. Payments received in advance of shipments are deferred and recorded in other accrued liabilities until shipment occurs. Altria Group, Inc.’s consumer products businesses also include excise taxes billed to customers in revenues. Shipping and handling costs are classified as part of cost of sales.

•       Depreciation, Amortization and Intangible Asset Valuation — Altria Group, Inc. depreciates property, plant and equipment, and amortizes its definite life intangible assets using the straight line method over the estimated useful lives of the assets.

Altria Group, Inc. is required to conduct an annual review of goodwill and non-amortizable intangible assets for potential impairment. Goodwill impairment testing requires a comparison between the carrying value and fair value of each reporting unit. If the carrying value exceeds the fair value, goodwill is considered impaired. The amount of impairment loss is measured as the difference between the carrying value and implied fair value of goodwill, which is determined using discounted cash flows. Impairment testing for non-amortizable intangible assets requires a comparison between the fair value and carrying value of the intangible asset. If the carrying value exceeds fair value, the intangible asset is considered impaired and is reduced to fair value. These calculations may be affected by interest rates, general economic conditions, projected growth rates and tobacco-related taxes.

During 2008, 2007 and 2006, Altria Group, Inc. completed its annual review of goodwill and non-amortizable intangible assets, and no charges resulted from these reviews.

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•      Marketing and Advertising Costs — As required by U.S. GAAP, Altria Group, Inc.’s tobacco products businesses record marketing costs as an expense in the year to which such costs relate. Altria Group, Inc. does not defer amounts on its year-end consolidated balance sheets with respect to marketing costs. Advertising costs are expensed as incurred. Consumer incentive and trade promotion activities are recorded as a reduction of revenues based on amounts estimated as being due to customers and consumers at the end of a period, based principally on historical utilization and redemption rates. Such programs include, but are not limited to, discounts, coupons, rebates, in-store display incentives and volume-based incentives. For interim reporting purposes, advertising and certain consumer incentive expenses are charged to operations as a percentage of sales, based on estimated sales and related expenses for the full year.

•      Contingencies — As discussed in Note 20. Contingencies to the consolidated financial statements (“Note 20”), legal proceedings covering a wide range of matters are pending or threatened in various United States and foreign jurisdictions against Altria Group, Inc. and its subsidiaries, including PM USA, as well as their respective indemnitees. In 1998, PM USA and certain other U.S. tobacco product manufacturers entered into the Master Settlement Agreement (the “MSA”) with 46 states and various other governments and jurisdictions to settle asserted and unasserted health care cost recovery and other claims. PM USA and certain other U.S. tobacco product manufacturers had previously settled similar claims brought by Mississippi, Florida, Texas and Minnesota (together with the MSA, the “State Settlement Agreements”). PM USA’s portion of ongoing adjusted payments and legal fees is based on its relative share of the settling manufacturers’ domestic cigarette shipments, including roll-your-own cigarettes, in the year preceding that in which the payment is due. PM USA records its portion of ongoing settlement payments as part of cost of sales as product is shipped. During the years ended December 31, 2008, 2007 and 2006, PM USA recorded expenses of $5.5 billion, $5.5 billion and $5.0 billion, respectively, as part of cost of sales for the payments under the State Settlement Agreements and payments for tobacco growers and quota-holders. See Note 20 for a discussion of proceedings that may result in a downward adjustment of amounts paid under State Settlement Agreements for the years 2003, 2004, 2005 and 2006.

Altria Group, Inc. and its subsidiaries record provisions in the consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. Except as discussed in Note 20, at the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, (i) management has concluded that it is not probable that a loss has been incurred in any of the pending tobacco-related cases; (ii) management is unable to estimate the possible loss or range of loss that could result from an unfavorable outcome of any of the pending tobacco-related cases; and (iii) accordingly, management has not provided any amounts in the consolidated financial statements for unfavorable outcomes, if any. Legal defense costs are expensed as incurred.

•      Employee Benefit Plans — As discussed in Note 16. Benefit Plans to the notes to the consolidated financial statements (“Note 16”), Altria Group, Inc. provides a range of benefits to its employees and retired employees, including pensions, postretirement health care and postemployment benefits (primarily severance). Altria Group, Inc. records annual amounts relating to these plans based on calculations specified by U.S. GAAP, which include various actuarial assumptions, such as discount rates, assumed rates of return on plan assets, compensation increases, turnover rates and health care cost trend rates. Altria Group, Inc. reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. As permitted by U.S. GAAP, any effect of the modifications is generally amortized over future periods.

Altria Group, Inc. recognizes the funded status of its defined benefit pension and other postretirement plans on the consolidated balance sheet and records as a component of other comprehensive earnings, net of tax, the gains or losses and prior service costs or credits that have not been recognized as components of net periodic benefit cost.

At December 31, 2008, Altria Group, Inc.’s discount rate assumption for its pension and postretirement plans decreased to 6.10%, from 6.20% at December 31, 2007. Altria Group, Inc. presently anticipates that an increase in the amortization of deferred gains and losses, coupled with the discount rate change, other less significant assumption changes, and lower expected return on plan assets (due to the lower fair value of plan assets at December 31, 2008) will result in an increase in the 2009 pre-tax pension and postretirement expense, not including amounts in each year related to early retirement programs, of approximately $100 million. A fifty basis point decrease (increase) in Altria Group, Inc.’s discount rate would increase (decrease) Altria Group, Inc.’s pension and postretirement expense by approximately $47 million. Similarly, a fifty basis point decrease (increase) in the expected return on plan assets would increase (decrease) Altria Group, Inc.’s pension expense by approximately $25 million. See Note 16 for a sensitivity discussion of the assumed health care cost trend rates.

•      Income Taxes — Altria Group, Inc.’s deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Significant judgment is required in determining income tax provisions and in evaluating tax positions.

On January 1, 2007, Altria Group, Inc. adopted the provisions of FIN 48, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is

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greater than 50 percent likely of being realized upon ultimate settlement. As a result of the January 1, 2007 adoption of FIN 48, Altria Group, Inc. lowered its liability for unrecognized tax benefits by $1,021 million. This resulted in an increase to stockholders’ equity of $857 million ($835 million, net of minority interest), a reduction of Kraft’s goodwill of $85 million and a reduction of federal deferred tax benefits of $79 million.

Altria Group, Inc. adopted the provisions of FASB Staff Position No. FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction” (“FAS 13-2”) effective January 1, 2007. This Staff Position requires the revenue recognition calculation to be reevaluated if there is a revision to the projected timing of income tax cash flows generated by a leveraged lease. The adoption of this Staff Position by Altria Group, Inc. resulted in a reduction to stockholders’ equity of $124 million as of January 1, 2007.

The effective tax rate of 35.5% in 2008 included net tax benefits of $58 million primarily from the reversal of tax accruals no longer required. The effective tax rate of 33.1% in 2007 included net tax benefits of $168 million related to the reversal of tax reserves and associated interest resulting from the expiration of statutes of limitations, and the reversal of tax accruals no longer required. The effective tax rate in 2006 includes $146 million of non-cash tax benefits recognized after the Internal Revenue Service (“IRS”) concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999.

•      Hedging — As discussed below in “Market Risk,” Altria Group, Inc. uses derivative financial instruments principally to reduce exposures to market risks resulting from fluctuations in foreign exchange rates by creating offsetting exposures. Altria Group, Inc. meets the requirements of U.S. GAAP where it has elected to apply hedge accounting to derivatives. As a result, gains and losses on these derivatives are deferred in accumulated other comprehensive earnings (losses) and recognized in the consolidated statement of earnings in the periods when the related hedged transaction is also recognized in operating results. If Altria Group, Inc. had elected not to use and comply with the hedge accounting provisions permitted under U.S. GAAP, gains (losses) deferred in stockholders’ equity as of December 31, 2007 and 2006, would have been recorded in net earnings. At December 31, 2008, Altria Group, Inc. had no derivative financial instruments remaining.

•      Impairment of Long-Lived Assets — Altria Group, Inc. reviews long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Altria Group, Inc. performs undiscounted operating cash flow analyses to determine if an impairment exists. These analyses are affected by interest rates, general economic conditions and projected growth rates. For purposes of recognition and measurement of an impairment of assets held for use, Altria Group, Inc. groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If an impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal. Altria Group, Inc. also reviews the estimated remaining useful lives of long-lived assets whenever events or changes in business circumstances indicate the lives may have changed.

•      Leasing — Approximately 97% of PMCC’s net revenues in 2008 related to leveraged leases. Income relating to leveraged leases is recorded initially as unearned income, which is included in the line item finance assets, net, on Altria Group, Inc.’s consolidated balance sheets, and is subsequently recognized as revenue over the terms of the respective leases at constant after-tax rates of return on the positive net investment balances. The remainder of PMCC’s net revenues consists primarily of amounts related to direct finance leases, with income initially recorded as unearned and subsequently recognized as revenue over the terms of the respective leases at constant pre-tax rates of return on the net investment balances. As discussed further in Note 8, PMCC leases certain assets that were affected by bankruptcy filings, credit rating downgrades and financial market conditions.

PMCC’s investment in leases is included in the line item finance assets, net, on the consolidated balance sheets as of December 31, 2008 and 2007. At December 31, 2008, PMCC’s net finance receivable of $5.4 billion in leveraged leases, which is included in finance assets, net, on Altria Group, Inc.’s consolidated balance sheet, consists of rents receivables ($17.5 billion) and the residual value of assets under lease ($1.5 billion), reduced by third-party nonrecourse debt ($11.5 billion) and unearned income ($2.1 billion). The repayment of the nonrecourse debt is collateralized by lease payments receivable and the leased property, and is non-recourse to the general assets of PMCC. As required by U.S. GAAP, the third-party nonrecourse debt has been offset against the related rents receivable and has been presented on a net basis within finance assets, net, on Altria Group, Inc.’s consolidated balance sheets. Finance assets, net, at December 31, 2008, also include net finance receivables for direct finance leases ($0.4 billion) and an allowance for losses ($0.3 billion).

Estimated residual values represent PMCC’s estimate at lease inception as to the fair value of assets under lease at the end of the lease term. The estimated residual values are reviewed annually by PMCC’s management based on a number of factors and activity in the relevant industry. If necessary, revisions to reduce the residual values are recorded. Such reviews resulted in decreases of $11 million and $14 million in 2007 and 2006, respectively, to PMCC’s net revenues and results of operations. There were no adjustments in 2008. To the extent that lease receivables due to PMCC may be uncollectible, PMCC records an allowance for losses against its finance assets. During 2008, PMCC increased its allowance for losses by $100 million primarily as a result of credit rating downgrades of certain lessees and financial market conditions. PMCC continues to monitor economic and credit conditions and may have to increase its allowance for losses if such conditions worsen. During 2007, PMCC recorded a pre-tax gain of $214 million on the sale of its

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ownership interests and bankruptcy claims in certain leveraged lease investments in aircraft, which represented a partial recovery, in cash, of amounts that had been previously written down. During 2006, PMCC increased its allowance for losses by $103 million, primarily in recognition of issues within the airline industry.

Consolidated Operating Results

See pages 96-98 for a discussion of Cautionary Factors That May Affect Future Results.

	For the Years Ended December 31,
(in millions)	2008			2007			2006
Net Revenues:
Cigarettes and other tobacco products	$	18,753		$	18,470		$	18,474
Cigars		387			15
Financial services		216			179			316
Net revenues	$	19,356		$	18,664		$	18,790
Excise Taxes on Products:
Cigarettes and other tobacco products	$	3,338		$	3,449		$	3,617
Cigars		61			3
Excise taxes on products	$	3,399		$	3,452		$	3,617
Operating Income:
Operating companies income:
Cigarettes and other tobacco products	$	4,866		$	4,511		$	4,812
Cigars		164			7
Financial services		71			380			175
Amortization of intangibles		(7	)
Gain on sale of corporate headquarters building		404
General corporate expenses		(266	)		(427	)		(427	)
Corporate asset impairment and exit costs		(350	)		(98	)		(42	)
Operating income	$	4,882		$	4,373		$	4,518

As discussed further in Note 15. Segment Reporting to the consolidated financial statements, management reviews operating companies income, which is defined as operating income before general corporate expenses and amortization of intangibles, to evaluate segment performance and allocate resources. Management believes it is appropriate to disclose this measure to help investors analyze the business performance and trends of the various business segments.

The following events that occurred during 2008, 2007 and 2006 affected the comparability of statement of earnings amounts.

•      Asset Impairment and Exit Costs — For the years ended December 31, 2008, 2007 and 2006, pre-tax asset impairment and exit costs consisted of the following:

(in millions)		2008		2007		2006
Separation programs	Cigarettes and other tobacco products	$	97	$	309	$	10
Separation program	Financial Services		2
Separation programs	General corporate		295		17		32
Total separation programs			394		326		42
Asset impairment	Cigarettes and other tobacco products				35
Asset impairment	General corporate						10
Total asset impairment			—		35		10
Spin-off fees	General corporate		55		81		—
Asset impairment and exit costs		$	449	$	442	$	52

For further details on asset impairment and exit costs, see Note 3.

Altria Group, Inc. continues to have aggressive company-wide cost management programs, which include the restructuring programs discussed in Note 3. In 2008 and 2007, Altria Group, Inc. delivered $640 million in total cost savings. Altria Group, Inc. expects to deliver an additional $860 million in cost savings for total cost reductions of $1.5 billion versus 2006, as shown in the table below. This target includes $250 million of cost savings identified during the fourth quarter of 2008, including $50 million of additional cost savings related to the integration of UST.

	Cost Reduction Initiatives
					Additional Cost Savings Expected by 2011		Total Savings Expected
	Cost Savings Achieved
(in millions)	2007		2008
Corporate expense and selling, general and administrative	$	401	$	239	$	372	$	1,012
UST integration						300		300
Manufacturing optimization program						188		188
Total cost reduction initiatives	$	401	$	239	$	860	$	1,500

The manufacturing optimization program is expected to entail capital expenditures of approximately $230 million. Capital expenditures for the program of $84 million were made during 2008, for a total of $121 million since inception.

•      Sales to PMI — Subsequent to the PMI spin-off, PM USA recorded net revenues of $298 million from contract volume manufactured for PMI under an agreement that terminated in the fourth quarter of 2008.

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•      Gain on Sale of Corporate Headquarters Building — On March 25, 2008, Altria Group, Inc. sold its corporate headquarters building in New York City for $525 million and recorded a pre-tax gain on sale of $404 million.

•      Loss on Early Extinguishment of Debt — In connection with the spin-off of PMI, Altria Group, Inc. and its subsidiary, Altria Finance (Cayman Islands) Ltd., completed tender offers to purchase for cash $2.3 billion of notes and debentures denominated in U.S. dollars, and €373 million in euro-denominated bonds, equivalent to $568 million in U.S. dollars.

As a result of the tender offers and consent solicitations, Altria Group, Inc. recorded a pre-tax loss of $393 million, which included tender and consent fees of $371 million, on the early extinguishment of debt in the first quarter of 2008.

•      PMCC Allowance for Losses — During 2008, PMCC increased its allowance for losses by $100 million, primarily as a result of credit rating downgrades of certain lessees and financial market conditions.

•      Recoveries/Provision from/for Airline Industry Exposure — As discussed in Note 8, during 2007, PMCC recorded pre-tax gains of $214 million on the sale of its ownership interests and bankruptcy claims in certain leveraged lease investments in aircraft, which represented a partial recovery, in cash, of amounts that had been previously written down. During 2006, PMCC increased its allowance for losses by $103 million, due to issues within the airline industry.

•      Financing Fees — During 2008, Altria Group, Inc. incurred structuring and arrangement fees for borrowing facilities related to the acquisition of UST. These fees are being amortized over the lives of the facilities. In 2008, Altria Group, Inc. recorded a pre-tax charge of $58 million for these fees, which are included in interest and other debt expense, net.

•      SABMiller Intangible Asset Impairments — Altria Group, Inc.’s 2008 equity earnings in SABMiller included intangible asset impairment charges of $85 million.

•      Income Tax Benefit — The effective tax rate in 2008 included net tax benefits of $58 million primarily from the reversal of tax accruals no longer required. The effective tax rate in 2007 included net tax benefits of $168 million related to the reversal of tax reserves and associated interest resulting from the expiration of statutes of limitations, and the reversal of tax accruals no longer required. The effective tax rate in 2006 included $146 million of non-cash tax benefits recognized after the IRS concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999.

•      Discontinued Operations — As a result of the PMI and Kraft spin-offs, which are more fully discussed in Note 1, Altria Group, Inc. has reclassified and reflected the results of PMI and Kraft prior to their respective distribution dates as discontinued operations on the consolidated statements of earnings and the consolidated statements of cash flows. The assets and liabilities related to PMI were reclassified and reflected as discontinued operations on the consolidated balance sheet at December 31, 2007.

•      Acquisition of Middleton — In December 2007, Altria Group, Inc. acquired Middleton.

2008 compared with 2007

The following discussion compares consolidated operating results for the year ended December 31, 2008, with the year ended December 31, 2007.

Net revenues, which include excise taxes billed to customers, increased $692 million (3.7%). Excluding excise taxes, net revenues increased $745 million (4.9%) due primarily to the acquisition of Middleton ($309 million), revenues from contract volume manufactured for PMI ($298 million) and higher revenues from the cigarettes and other tobacco products segment.

Excise taxes on products decreased $53 million (1.5%) due primarily to the impact of lower volume in the cigarettes and other tobacco products segment, partially offset by the acquisition of Middleton.

Cost of sales increased $443 million (5.7%), due primarily to higher ongoing resolution costs, the acquisition of Middleton, higher implementation costs (primarily accelerated depreciation) related to the closure of the Cabarrus manufacturing facility, higher leaf costs, contract volume manufactured for PMI and costs related to the reduction of volume produced for PMI, partially offset by lower volume.

Marketing, administration and research costs decreased $31 million (1.1%), due primarily to lower corporate, and general and administrative costs, mostly offset by the acquisition of Middleton, higher promotional costs and an increase in the allowance for losses at PMCC. The lower corporate, and general and administrative costs reflect cost reduction initiatives.

Operating income increased $509 million (11.6%), due primarily to the gain on the sale of the corporate headquarters building, lower general corporate expenses, the acquisition of Middleton and higher operating results from the cigarettes and other tobacco products segment, partially offset by lower financial services income due to cash recoveries in 2007 from assets that had previously been written down and an increase to the allowance for losses in 2008.

Interest and other debt expense, net, of $167 million decreased $38 million (18.5%), due primarily to lower average debt levels throughout most of 2008, partially offset by lower interest income and financing fees on borrowing facilities related to the acquisition of UST.

Equity earnings in SABMiller decreased $43 million (8.4%), due primarily to intangible asset impairment charges in 2008.

Altria Group, Inc.’s effective tax rate increased 2.4 percentage points to 35.5%. The 2008 effective tax rate included net tax benefits of $58 million primarily from the reversal of tax accruals no longer required. The effective tax rate in 2007 included net tax benefits of $168 million related to the reversal of tax reserves and associated interest resulting from the expiration of statutes of limitations, and the reversal of tax accruals no longer required.

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Earnings from continuing operations of $3,090 million decreased $41 million (1.3%), due primarily to the 2008 loss on early extinguishment of debt and a higher effective income tax rate, partially offset by higher operating income. Diluted and basic EPS from continuing operations of $1.48 and $1.49, respectively, remained unchanged.

Earnings from discontinued operations, net of income taxes and minority interest (which represents the results of PMI and Kraft prior to the spin-offs), decreased $4,815 million (72.4%), due to the spin-off of Kraft in the first quarter of 2007 and the spin-off of PMI in the first quarter of 2008.

Net earnings of $4,930 million decreased $4,856 million (49.6%). Diluted and basic EPS from net earnings of $2.36 and $2.38, respectively, each decreased by 48.9%. These decreases reflect the spin-offs of PMI and Kraft at the end of March 2008 and 2007, respectively.

2007 compared with 2006

The following discussion compares consolidated operating results for the year ended December 31, 2007, with the year ended December 31, 2006.

Net revenues, which include excise taxes billed to customers, decreased $126 million (0.7%). Excluding excise taxes, net revenues increased $39 million (0.3%), due primarily to the higher revenues from the cigarettes and other tobacco products segment and limited revenues associated with the Middleton acquisition, partially offset by lower revenues from the financial services segment.

Excise taxes on products decreased $165 million (4.6%) due to lower volume in the cigarettes and other tobacco products segment.

Cost of sales increased $440 million (6.0%), due primarily to higher ongoing resolution costs ($484 million).

Marketing, administration and research costs decreased $329 million (10.6%), due primarily to lower marketing expenses and lower general and administrative costs, both decreases reflecting cost reduction initiatives.

Operating income decreased $145 million (3.2%), due primarily to higher charges for asset impairment, exit and implementation costs, partially offset by higher operating results at PMCC as a result of cash recoveries in 2007 from assets that had previously been written down versus a provision in 2006 for its airline industry exposure, and higher operating results from the cigarettes and other tobacco products segment.

Interest and other debt expense, net, of $205 million decreased $20 million, due primarily to lower debt levels, partially offset by lower interest income.

Altria Group, Inc.’s effective tax rate was unchanged at 33.1%. The 2007 effective tax rate included net tax benefits of $168 million related to the reversal of tax reserves and associated interest resulting from the expiration of statutes of limitations, and the reversal of tax accruals no longer required. The 2006 effective tax rate included $146 million of non-cash tax benefits recognized after the IRS concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999.

Earnings from continuing operations of $3.1 billion decreased $51 million (1.6%), due primarily to lower operating income, partially offset by higher equity earnings from SABMiller and lower interest and other debt expense, net. Diluted and basic EPS from continuing operations of $1.48 and $1.49, respectively, each decreased by 2.0%.

Earnings from discontinued operations, net of income taxes and minority interest (which represent the results of Kraft prior to the Kraft spin-off, and PMI), decreased $2.2 billion.

Net earnings of $9.8 billion decreased $2.2 billion (18.6%). Diluted and basic EPS from net earnings of $4.62 and $4.66, respectively, each decreased by 19.1%. These decreases reflect the spin-off of Kraft at the end of March 2007.

Operating Results by Business Segment

Tobacco

Business Environment

Taxes, Legislation, Regulation and Other Matters Regarding Tobacco and Tobacco Use

The United States tobacco industry faces a number of challenges that may adversely affect the business and sales volume of our tobacco subsidiaries and our consolidated results of operations, cash flows and financial position. These challenges, which are discussed below and in Cautionary Factors That May Affect Future Results, include:

• pending and threatened litigation and bonding requirements as discussed in Note 20 and Item 3. Legal Proceedings to Altria Group, Inc.’s 2008 Form 10-K;

• competitive disadvantages related to cigarette price increases attributable to the settlement of certain litigation;

• actual and proposed excise tax increases as well as changes in tax structures;

• actual and proposed restrictions affecting tobacco product manufacturing, marketing, advertising and sales;

• the sale of counterfeit tobacco products by third parties;

• the sale of tobacco products by third parties over the Internet and by other means designed to avoid the collection of applicable taxes;

• price gaps and changes in price gaps between premium and lowest price brands;

• diversion into one market of products intended for sale in another;

• the outcome of proceedings and investigations, and the potential assertion of claims, relating to contraband shipments of tobacco products;

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• governmental investigations;

• governmental and private bans and restrictions on tobacco use;

• governmental restrictions on the sale of tobacco products by certain retail establishments and the sale of tobacco products in certain packing sizes;

• the diminishing prevalence of cigarette smoking and increased efforts by tobacco control advocates to further restrict tobacco use;

• governmental requirements setting ignition propensity standards for cigarettes;

• potential adverse changes in tobacco price, availability and quality; and

• other actual and proposed tobacco product legislation and regulation.

In the ordinary course of business, our tobacco subsidiaries are subject to many influences that can impact the timing of sales to customers, including the timing of holidays and other annual or special events, the timing of promotions, customer incentive programs and customer inventory programs, as well as the actual or speculated timing of pricing actions and tax-driven price increases.

•      Excise Taxes: Tobacco products are subject to substantial excise taxes in the United States. Significant increases in tobacco-related taxes or fees have been proposed or enacted and are likely to continue to be proposed or enacted at the federal, state and local levels within the United States.

On February 4, 2009, federal legislation was enacted that increases the federal excise tax (“FET”) on tobacco products. In particular, effective April 1, 2009, the FET on cigarettes will increase from 39 cents per pack to approximately $1.01 per pack; on snuff from 58.5 cents per pound to $1.51 per pound; and on large cigars from 20.72% of the manufacturer’s price (capped at 5 cents per cigar) to 52.75% of manufacturer’s price (capped at 40.26 cents per cigar). This legislation includes a floor stock tax provision that requires persons holding FET-paid tobacco products for sale (other than large cigars) on April 1, 2009 to pay the difference between the old and new rates, minus a $500 tax credit.

State and local excise taxes have increased substantially over the past decade, far outpacing the rate of inflation. For example, between the end of 1998 and the end of 2008, the weighted year-end average state and certain local cigarette excise taxes increased from $0.36 to $1.12 per pack. Two states have enacted cigarette excise tax increases in 2009, which, when implemented, will increase the weighted average state excise tax to $1.14 per pack. Tax increases are expected to continue to have an adverse impact on sales of tobacco products by our tobacco subsidiaries, due to lower consumption levels and to a potential shift in consumer purchases from the premium to the non-premium or discount segments or to other low-priced or low-taxed tobacco products or to counterfeit and contraband products.

A majority of states currently tax moist smokeless tobacco products using an ad valorem method, which is calculated as a percentage of wholesale price. This ad valorem method results in more tax being paid on premium products than is paid on lower-priced products of equal weight. Altria Group, Inc.’s subsidiaries support legislation to convert ad valorem taxes on moist smokeless tobacco to a weight-based methodology because, unlike the ad valorem tax, a weight-based tax results in cans of equal weight paying the same tax. Fourteen states currently use a weight-based tax methodology for moist smokeless tobacco.

•      Food and Drug Administration (the “FDA”) Regulations: In 2008, bipartisan legislation to provide the FDA with broad authority to regulate tobacco products was passed by the United States House of Representatives and approved by the Committee on Health, Education, Labor and Pensions of the United States Senate. The legislation did not pass the Congress in 2008. Similar legislation may be introduced in 2009. If enacted, such legislation would grant the FDA broad authority to regulate the design, manufacture, packaging, advertising, promotion, sale and distribution of cigarettes, cigarette tobacco and smokeless tobacco products and disclosures of related information. The legislation also would grant the FDA authority to extend the application of this legislation, by regulation, to other tobacco products, including cigars. Among other measures, this legislation would:

• provide the FDA with authority to regulate nicotine yields and to reduce or eliminate harmful smoke constituents or harmful ingredients or other components of tobacco products;

• ban descriptors such as “light” and “low tar,” unless expressly authorized by the FDA;

• require complete ingredient disclosure to the FDA and more limited public ingredient disclosure;

• require FDA approval of any express or implied claims that a tobacco product is or may be less harmful than other tobacco products;

• prohibit cigarettes with characterizing flavors other than menthol and tobacco (under the version of the legislation previously approved by the United States House of Representatives, a scientific advisory committee would study the impact of the use of menthol in cigarettes on the public health);

• impose new restrictions on the sale and distribution of tobacco products; and

• change the language of the current cigarette and smokeless tobacco product health warnings, enlarge their size, and grant the FDA authority to require new warnings, including graphic warnings, in the future.

This legislation would also grant the FDA the authority to impose certain recordkeeping and reporting obligations to address counterfeit and contraband tobacco products and would impose fees to pay for the cost of regulation and other matters.

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Under this legislation, significant new restrictions also could be imposed on the advertising and promotion of tobacco products. For example, subject to further amendment by the FDA and constitutional or other legal challenge, the legislation would require the re-promulgation by the FDA of certain advertising and promotion restrictions that were previously adopted by the FDA in 1996, in connection with the FDA’s prior effort — which ultimately was overturned by the United States Supreme Court in 2000 — to regulate cigarettes and smokeless tobacco products as a drug and device. Among other measures, those 1996 regulations included substantial restrictions on the advertising and promotion of cigarettes and smokeless tobacco products that extended significantly beyond the restrictions agreed upon by participating manufacturers in connection with the state settlement agreements discussed below.

Whether Congress will grant the FDA broad authority over tobacco products, and the precise nature and execution of that authority, if granted, cannot be predicted. If the FDA were granted such authority, regulations imposed by the FDA could impact consumer acceptability of tobacco products.

Altria Group, Inc. believes that tough but reasonable federal regulation could benefit consumers, shareholders and other stakeholders by creating a regulatory framework: (1) under which all tobacco product manufacturers and importers doing business in the United States would operate at the same high standards; (2) for the pursuit of tobacco product alternatives that are less harmful than conventional cigarettes; and (3) that would provide for transparent, scientifically grounded, and accurate communication about tobacco products to consumers.

•      The World Health Organization’s (“WHO’s”) Framework Convention on Tobacco Control (the “FCTC”): The FCTC entered into force on February 27, 2005. As of February 3, 2009, 163 countries, as well as the European Community, have become parties to the FCTC. While the United States is a signatory of the FCTC, it is not currently a party to the agreement, as the agreement has not been submitted to, or ratified by, the United States Senate. The FCTC is the first international public health treaty and its objective is to establish a global agenda for tobacco regulation with the purpose of reducing initiation of tobacco use and encouraging cessation. The treaty recommends (and in certain instances, requires) signatory nations to enact legislation that would, among other things:

• establish specific actions to prevent youth tobacco product use;

• restrict or eliminate all tobacco product advertising, marketing, promotion and sponsorship;

• initiate public education campaigns to inform the public about the health consequences of tobacco consumption and exposure to tobacco smoke and the benefits of quitting;

• implement regulations imposing product testing, disclosure and performance standards;

• impose health warning requirements on packaging;

• adopt measures that would eliminate tobacco product smuggling and counterfeit tobacco products;

• restrict smoking in public places;

• implement fiscal policies (tax and price increases);

• adopt and implement measures that ensure that descriptive terms do not create the false impression that one brand of tobacco products is safer than another;

• phase out duty-free tobacco product sales;

• encourage litigation against tobacco product manufacturers; and

• adopt and implement guidelines for “testing and measuring the contents and emissions of tobacco products.”

In addition, there are a number of proposals currently under consideration by the governing body of the FCTC, some of which call for substantial restrictions on the manufacture and marketing of tobacco products. It is not possible to predict the outcome of the measures under consideration or the impact of any such measures or FCTC recommendations or requirements on legislation or regulation in the United States, whether or not the United States becomes a party to the FCTC.

•      Laws Addressing Certain Characterizing Flavors: In a number of states, legislation has been proposed which would prohibit the sale of certain tobacco products with certain characterizing flavors. The proposed legislation varies in terms of the type of tobacco products subject to prohibition, the conditions under which the sale of such products would be prohibited, and exceptions to the prohibitions. To date, Maine and New Jersey are the only states in which such a prohibition has been enacted. The provisions of the Maine law, which affect cigarette and cigar products, take effect in July 2009, and covered products may be granted exemptions under that state’s law. The New Jersey law became effective on January 1, 2009; it prohibits the sale or marketing of cigarettes with characterizing flavors other than tobacco, menthol and clove. PM USA does not currently manufacture or market cigarettes with a characterizing flavor other than menthol or tobacco, which are permitted under the Maine and New Jersey laws, as well as the FDA legislation referenced above. Depending upon the outcome of any proceedings in Maine, Middleton has certain brand styles that could be impacted by that state’s law. Whether other states will enact legislation in this area, and the precise nature of such legislation if enacted, cannot be predicted.

•      Tar and Nicotine Test Methods and Brand Descriptors: In the past, a number of public health organizations determined that the existing standardized machine-based methods for measuring tar and nicotine yields in cigarettes did not provide useful information about tar and nicotine deliveries and that such results were misleading to smokers. For example, in the 2001 publication of Monograph 13, the United States National Cancer Institute (“NCI”) concluded

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that measurements based on the Federal Trade Commission (“FTC”) standardized method “do not offer smokers meaningful information on the amount of tar and nicotine they will receive from a cigarette” or “on the relative amounts of tar and nicotine exposure likely to be received from smoking different brands of cigarettes.” Thereafter, the FTC stated that it would work with the NCI to determine what changes should be made to its testing method to “correct the limitations” identified in Monograph 13. In 2002, PM USA petitioned the FTC to promulgate new rules governing the use of existing standardized machine-based methodologies for measuring tar and nicotine yields and descriptors. That petition remains pending. On November 26, 2008, the FTC issued a notice rescinding its 1966 guidance that set forth the FTC’s former position that it is generally not a violation of the Federal Trade Commission Act to make factual statements of the tar and nicotine yields of cigarettes when statements of such yields are supported by the FTC’s standardized measurement method.

In addition, the WHO has concluded that these standardized measurements are “seriously flawed” and that measurements based upon the current standardized methodology “are misleading and should not be displayed.” The International Organization for Standardization (“ISO”) established a working group, chaired by the WHO, to propose a new measurement method that would more accurately reflect human smoking behavior. PM USA has supported the concept of supplementing the ISO test method with a more intensive method, which PM USA believes would better illustrate the wide variability in the delivery of tar, nicotine and carbon monoxide, depending on how an individual smokes a cigarette. The working group has issued a final report proposing two alternative measurement methods. Currently, ISO is in the process of deciding whether to begin further development of the two methods or to wait for additional guidance from the FCTC’s governing body.

In light of public health concerns about the limitations of current machine measurement methodologies, governments and public health organizations have increasingly challenged the use of cigarette descriptors — such as “light,” “mild,” and “low tar” — that are based in part on measurements produced by those methods. For example, as noted above, the FDA legislation previously referenced would ban descriptors such as “light” and “low tar” (unless expressly authorized by the FDA). In addition, as discussed in Note 20, in August 2006, a federal trial court entered judgment in favor of the United States government in its lawsuit against various cigarette manufacturers and others, including PM USA and Altria Group, Inc., and enjoined the defendants from using brand descriptors, such as “lights,” “ultra-lights” and “low tar.” In October 2006, the United States Court of Appeals for the District of Columbia Circuit stayed enforcement of the judgment pending its review of the trial court’s decision.

•      Tobacco Quota Buy-Out: In October 2004, the Fair and Equitable Tobacco Reform Act of 2004 (“FETRA”) was signed into law. FETRA provides for the elimination of the federal tobacco quota and price support program through an industry-funded buy-out of tobacco growers and quota holders. The cost of the buy-out is approximately $9.5 billion and is being paid over 10 years by manufacturers and importers of each kind of tobacco product. The cost is being allocated based on the relative market shares of manufacturers and importers of each kind of tobacco product. The quota buy-out payments will offset already scheduled payments to the National Tobacco Grower Settlement Trust (the “NTGST”), a trust fund established in 1999 by four of the major domestic tobacco product manufacturers to provide aid to tobacco growers and quota holders. For a discussion of the NTGST, see Note 20. Manufacturers and importers of tobacco products were also obligated to cover any losses (up to $500 million) that the government incurred on the disposition of tobacco pool stock accumulated under the previous tobacco price support program. The disposition of such pool stock is now complete. PM USA paid $138 million for its share of the tobacco pool stock losses. Middleton and UST are also subject to the requirements of FETRA, but the amounts they pay are not material. The quota buy-out did not have a material adverse impact on our consolidated results in 2008 and we do not anticipate that the quota buy-out will have a material adverse impact on our consolidated results in 2009 and beyond.

•      Health Effects of Tobacco Consumption and Exposure to Environmental Tobacco Smoke (“ETS”): It is the policy of Altria Group, Inc. and its tobacco subsidiaries to defer to the judgment of public health authorities as to the content of warnings in advertisements and on product packaging regarding the health effects of tobacco consumption, addiction and exposure to ETS. Altria Group, Inc. and its tobacco subsidiaries believe that the public should be guided by the messages of the United States Surgeon General and public health authorities worldwide in making decisions concerning the use of tobacco products. PM USA and Middleton have established websites that include, among other things, the views of public health authorities on tobacco consumption, disease causation in tobacco consumers, addiction and ETS. These sites advise tobacco consumers and those considering tobacco consumption to rely on the messages of public health authorities in making all tobacco related decisions. In connection with its integration into the Altria Group, Inc. family of companies, UST’s subsidiary, U.S. Smokeless Tobacco Company, intends to establish a website with comparable information shortly.

Reports with respect to the health effects of cigarette smoking have been publicized for many years, including in a June 2006 United State Surgeon General report on ETS entitled “The Health Consequences of Involuntary Exposure to Tobacco Smoke.” Many jurisdictions within the United States have restricted smoking in public places. The pace and scope of public smoking bans have increased significantly. Some public health groups have called for, and some jurisdictions have adopted or proposed, bans on smoking in outdoor places, in private apartments and in cars with minors in them. It is not possible to predict the results of ongoing scientific research or the types of future scientific research into the health risks of tobacco exposure. Although most regulation of ETS exposure to date has been done at the state or local level through bans in public establishments, the State of California has been particularly

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active in evaluating the health risks of ETS exposure. Currently, the California Air Resources Board under its toxic air contaminant program and the California Office of Environmental Health Hazard Assessment under California Proposition 65 are developing programs to regulate ETS exposures in California. Those programs have not yet been fully developed and there is no specific timeframe for them to be completed.

•      Reduced Cigarette Ignition Propensity Legislation: Legislation or regulation requiring cigarettes to meet reduced ignition propensity standards has been adopted or is being considered in a vast majority of the states. New York State implemented ignition propensity standards in June 2004. As of February 1, 2009, comparable standards have been enacted by thirty-seven other states and the District of Columbia. Based only upon the legislation that has been enacted to date, as of January 1, 2010, ignition propensity standards will be in effect in thirty-seven states and the District of Columbia, covering approximately eighty percent of PM USA cigarette volume.

PM USA supports the enactment of federal legislation mandating a uniform and technically feasible national standard for reduced ignition propensity cigarettes that would preempt state standards and apply to all cigarettes sold in the United States. Although PM USA believes that a national standard is the most appropriate way to address the issue, it has been actively supporting the adoption of laws at the state level that require all manufacturers to comply with the standard first adopted in New York. PM USA anticipates that a number of remaining states will adopt ignition propensity standards in 2009.

•      Illicit Trade: Regulatory measures and related governmental actions to prevent the illicit manufacture and trade of tobacco products are being considered by a number of jurisdictions. For example, at the federal level, one bill that was passed by the United States House of Representatives in 2008, and which may be reintroduced in 2009, would address illegal Internet sales by, among other things, imposing a series of restrictions and requirements on the delivery and sale of such products and make such products non-mailable through the United States Postal Service. Altria Group, Inc. and its tobacco subsidiaries support appropriate regulations and enforcement measures to prevent illicit trade in tobacco products. For example, PM USA is engaged in a number of initiatives to help prevent contraband trade in cigarettes, including: enforcement of PM USA wholesale and retail trade policies on trade in contraband cigarettes and Internet/remote sales; engagement with and support of law enforcement and regulatory agencies; litigation to protect the company’s trademarks; and support for a variety of federal and state legislative initiatives. PM USA’s legislative initiatives to address contraband trade in cigarettes are designed to better control and protect the legitimate channels of distribution, impose more stringent penalties for the violation of laws and provide additional tools for law enforcement.

•      State Settlement Agreements: As discussed in Note 20, during 1997 and 1998, PM USA and other major domestic tobacco product manufacturers entered into agreements with states and various United States jurisdictions settling asserted and unasserted health care cost recovery and other claims. These settlements require participating manufacturers to make substantial annual payments. The settlements also place numerous restrictions on participating manufacturers’ business operations, including prohibitions and restrictions on the advertising and marketing of cigarettes and smokeless tobacco products. Among these are prohibitions of outdoor and transit brand advertising, payments for product placement, and free sampling (except in adult-only facilities). Restrictions are also placed on the use of brand name sponsorships and brand name non-tobacco products. The State Settlement Agreements also place prohibitions on targeting youth and the use of cartoon characters. In addition, the State Settlement Agreements require companies to affirm corporate principles directed at reducing underage use of cigarettes; impose requirements regarding lobbying activities; mandate public disclosure of certain industry documents; limit the industry’s ability to challenge certain tobacco control and underage use laws; and provide for the dissolution of certain tobacco-related organizations and place restrictions on the establishment of any replacement organizations.

In November 1998, UST entered into the Smokeless Tobacco Master Settlement Agreement (the “STMSA”) with the attorneys general of various states and United States territories to resolve the remaining health care cost reimbursement cases initiated against UST. The STMSA required UST to adopt various marketing and advertising restrictions and make certain payments over a minimum of 10 years for programs to reduce youth consumption of tobacco and combat youth substance abuse and for enforcement purposes. UST is the only smokeless tobacco manufacturer to sign the STMSA.

•      Other Legislation or Governmental Initiatives: In addition to the actions discussed above, other regulatory initiatives affecting the tobacco industry have been adopted or are being considered at the federal level and in a number of state and local jurisdictions. For example, in recent years, legislation has been introduced or enacted at the state or local level to subject tobacco products to various reporting requirements and performance standards; establish educational campaigns relating to tobacco consumption or tobacco control programs, or provide additional funding for governmental tobacco control activities; restrict the sale of tobacco products in certain retail establishments and the sale of tobacco products in certain packing sizes; and further restrict the sale, marketing and advertising of cigarettes and other tobacco products.

It is not possible to predict what, if any, additional legislation, regulation or other governmental action will be enacted or implemented relating to the manufacturing, advertising, sale or use of tobacco products, or the tobacco industry generally. It is possible, however, that legislation, regulation or

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other governmental action could be enacted or implemented in the United States that might materially adversely affect the business and volume of our tobacco subsidiaries and our consolidated results of operations and cash flows.

•      Governmental Investigations: From time to time, Altria Group, Inc. and its subsidiaries are subject to governmental investigations on a range of matters. Altria Group, Inc. and its subsidiaries cannot predict whether new investigations may be commenced.

•      Tobacco Price, Availability and Quality: Shifts in crops driven by economic conditions and adverse weather patterns, government mandated prices and production control programs may increase or decrease the cost or reduce the quality of tobacco and other agricultural products used to manufacture our products. As with other agriculture commodities, the price of tobacco leaf can be influenced by economic conditions and imbalances in supply and demand and crop quality and availability can be influenced by variations in weather patterns. Tobacco production in certain countries is subject to a variety of controls, including governmental mandated prices and production control programs. Changes in the patterns of demand for agricultural products and the cost of tobacco production could cause tobacco leaf prices to increase and could result in farmers growing less tobacco. Any significant change in the price of tobacco leaf, quality and availability could affect our tobacco subsidiaries’ profitability and business.

Operating Results

	Net Revenues						Operating Companies Income
(in millions)	2008		2007		2006		2008		2007		2006
Cigarettes and other tobacco products	$	18,753	$	18,470	$	18,474	$	4,866	$	4,511	$	4,812
Cigars		387		15				164		7
Total tobacco	$	19,140	$	18,485	$	18,474	$	5,030	$	4,518	$	4,812

2008 compared with 2007

The following discussion compares tobacco operating results for the year ended December 31, 2008 with the year ended December 31, 2007.

•      Cigarettes and other tobacco products: Net revenues, which include excise taxes billed to customers, increased $283 million (1.5%). Excluding excise taxes, net revenues increased $394 million (2.6%) to $15,415 million, due primarily to lower wholesale promotional allowance rates ($682 million), partially offset by lower volume ($282 million). Net revenues for 2008 included contract volume manufactured for PMI of $298 million.

Operating companies income increased $355 million (7.9%), due primarily to lower wholesale promotional allowance rates, net of higher ongoing resolution and leaf costs ($532 million), lower pre-tax charges in 2008 for asset impairment, exit and implementation costs related to the announced closing of the Cabarrus, North Carolina cigarette manufacturing facility ($253 million), and lower general and administrative expenses ($168 million, which includes a $26 million provision for the Scott case in Louisiana in 2007), partially offset by lower volume ($359 million), higher promotional costs ($101 million), costs related to the reduction of volume produced for PMI ($100 million), and exit costs related to the company-wide integration and restructuring program ($48 million). Lower general and administrative expenses primarily reflect cost reduction initiatives.

Marketing, administration and research costs include PM USA’s cost of administering and litigating product liability claims. Litigation defense costs are influenced by a number of factors, including those discussed in Note 20. Principal among these factors are the number and types of cases filed, the number of cases tried annually, the results of trials and appeals, the development of the law controlling relevant legal issues, and litigation strategy and tactics. For the years ended December 31, 2008, 2007 and 2006, product liability defense costs were $179 million, $200 million and $195 million, respectively. The factors that have influenced past product liability defense costs are expected to continue to influence future costs. PM USA does not expect future product liability defense costs to be significantly different from past defense costs.

PM USA’s shipment volume was 169.4 billion units, a decrease of 3.2% or 5.7 billion units, and was estimated to be down approximately 4% when adjusted for changes in trade inventories and calendar differences. In the premium segment, PM USA’s shipment volume decreased 3.0%. Marlboro shipment volume decreased 2.9 billion units (2.0%) to 141.5 billion units. In the discount segment, PM USA’s shipment volume decreased 6.5%, with Basic shipment volume down 8.5% to 12.1 billion units.

The following table summarizes PM USA’s cigarette volume performance by brand, which includes units sold as well as promotional units, but excludes Puerto Rico, U.S. Territories, Overseas Military, Philip Morris Duty Free Inc. and contract manufacturing for PMI (terminated in the fourth quarter of 2008), for 2008 and 2007:

For the Years Ended December 31, (in billion units)	2008	2007
Marlboro	141.5	144.4
Parliament	5.5	6.0
Virginia Slims	6.3	7.0
Basic	12.1	13.2
Focus Brands	165.4	170.6
Other	4.0	4.5
Total PM USA	169.4	175.1

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The following table summarizes PM USA’s retail share performance, based on data from the Information Resources, Inc. (“IRI”)/Capstone Total Retail Panel, which is a tracking service that uses a sample of stores to project market share performance in retail stores selling cigarettes. This panel was not designed to capture sales through other channels, including Internet and direct mail:

For the Years Ended December 31,	2008		2007
Marlboro	41.6	%	41.0	%
Parliament	1.8		1.9
Virginia Slims	2.0		2.2
Basic	3.9		4.1
Focus Brands	49.3		49.2
Other	1.4		1.4
Total PM USA	50.7	%	50.6	%

PM USA is developing a new IRI/Capstone Service to track retail cigarette performance and expects to introduce this new service in the first quarter of 2009.

Effective December 29, 2008, PM USA increased its wholesale promotional allowance on L&M by $0.29 per pack, from $0.26 to $0.55.

Effective December 15, 2008, PM USA reduced its wholesale promotional allowances on Marlboro and Basic by $0.05 per pack, from $0.26 to $0.21, and raised the price on its other brands, except for L&M, by $0.05 per pack.

Effective May 5, 2008, PM USA reduced its wholesale promotional allowances on Marlboro, Basic and L&M by $0.09 per pack, from $0.35 to $0.26, and eliminated the $0.20 per pack wholesale promotional allowances on Parliament. In addition, PM USA increased the price on its other brands by $0.09 per pack.

Effective January 7, 2008, PM USA reduced its wholesale promotional allowances on Parliament by $0.15 per pack from $0.35 to $0.20, and eliminated the $0.20 per pack wholesale promotional allowances on Virginia Slims.

Effective September 10, 2007, PM USA reduced its wholesale promotional allowances on Marlboro, Parliament and Basic by $0.05 per pack, from $0.40 to $0.35, and Virginia Slims by $0.20 per pack, from $0.40 to $0.20. In addition, PM USA raised the price on its other brands by $0.05 per pack effective September 10, 2007 and by $0.20 per pack effective February 12, 2007.

Effective December 18, 2006, PM USA reduced its wholesale promotional allowance on its Focus Brands by $0.10 per pack, from $0.50 to $0.40, and increased the price of its other brands by $0.10 per pack.

Subsequent to year end, effective February 9, 2009, PM USA increased the price on Marlboro, Parliament, Virginia Slims, Basic and L&M by $0.09 per pack. In addition, PM USA increased the price on all of its other premium brands by $0.18 per pack.

As the cigarette industry environment continues to evolve, PM USA believes that it cannot accurately predict estimated future cigarette industry decline rates and, for this reason, PM USA does not provide this guidance. Evolving industry dynamics include: the uncertain economic conditions; unpredictable federal and state cigarette excise tax increases; adult consumer activity across multiple tobacco categories; and trade inventory changes as wholesalers and retailers continue to adjust their levels of cigarette inventories. PM USA believes that its results may be materially adversely affected by the items discussed under the caption Tobacco — Business Environment.

•      Cigars: In December 2007, Altria Group, Inc. acquired Middleton. Earnings from December 12, 2007 to December 31, 2007, the amounts of which were insignificant, were included in Altria Group, Inc.’s consolidated operating results. For the year ended December 31, 2008, net revenues, which include excise taxes billed to customers, were $387 million. Operating companies income was $164 million, which includes a pre-tax charge of $18 million for integration costs. Cigars shipment volume increased 6.2% versus 2007 to 1.3 billion units, driven by Middleton’s leading brand, Black & Mild. Middleton achieved a retail share of 29.1% of the machine-made large cigar segment in 2008 which represents an increase of 2.5 share points versus the prior-year period, driven by Black & Mild. Retail share for Black & Mild increased 2.8 share points versus the prior-year to 28.3% of the machine-made large cigar segment. Retail share performance is based on the 52-week periods ending December 21, 2008 and December 23, 2007 from the IRI Cigar Database for Food, Drug, Mass Merchandise and Convenience trade classes, which tracks cigar market share performance.

In 2008, Middleton entered into an agreement with PM USA to leverage PM USA’s distribution network and field sales force to represent Middleton’s brands. In mid-March 2008, PM USA’s sales force began representing Middleton’s brands at retail and supporting the execution of Middleton’s trade marketing programs.

2007 compared with 2006

The following discussion compares tobacco operating results for the year ended December 31, 2007 with the year ended December 31, 2006.

•      Cigarettes and other tobacco products: Net revenues, which include excise taxes billed to customers, decreased $4 million. Excluding excise taxes, net revenues increased $164 million (1.1%) to $15.0 billion, due primarily to lower wholesale promotional allowance rates ($1.1 billion), partially offset by lower volume ($906 million).

Operating companies income decreased $301 million (6.3%), due primarily to lower volume ($608 million) and pre-tax charges in 2007 for asset impairment, exit and implementation costs related to the announced closing of the Cabarrus, North Carolina cigarette manufacturing facility ($371 million), partially offset by lower wholesale promotional allowance rates, net of higher ongoing resolution costs ($329 million) and lower marketing, administration and research costs ($311 million, net of a $26 million provision for the Scott case in Louisiana in 2007). Lower marketing, administration and research costs primarily reflect cost reduction initiatives in marketing, and general and administrative expenses.

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PM USA’s shipment volume was 175.1 billion units, a decrease of 4.6% or 8.3 billion units, and was estimated to be down approximately 3.6% when adjusted for changes in trade inventories and calendar differences. For the full year 2007, PM USA estimated a decline of about 4% in total cigarette industry volume. In the premium segment, PM USA’s shipment volume decreased 4.3%. Marlboro shipment volume decreased 5.9 billion units (3.9%) to 144.4 billion units. In the discount segment, PM USA’s shipment volume also decreased, with Basic shipment volume down 8.8% to 13.2 billion units.

The following table summarizes PM USA’s cigarette volume performance by brand, which includes units sold as well as promotional units, but excludes Puerto Rico, U.S. Territories, Overseas Military, Philip Morris Duty Free Inc. and contract manufacturing for PMI, for 2007 and 2006:

For the Years Ended December 31, (in billion units)	2007	2006
Marlboro	144.4	150.3
Parliament	6.0	6.0
Virginia Slims	7.0	7.5
Basic	13.2	14.5
Focus Brands	170.6	178.3
Other	4.5	5.1
Total PM USA	175.1	183.4

The following table summarizes PM USA’s retail share performance, based on data from the IRI/Capstone Total Retail Panel, which is a tracking service that uses a sample of stores to project market share performance in retail stores selling cigarettes. This panel was not designed to capture sales through other channels, including Internet and direct mail:

For the Years Ended December 31,	2007		2006
Marlboro	41.0	%	40.5	%
Parliament	1.9		1.8
Virginia Slims	2.2		2.3
Basic	4.1		4.2
Focus Brands	49.2		48.8
Other	1.4		1.5
Total PM USA	50.6	%	50.3	%

Financial Services

Business Environment

In 2003, PMCC shifted its strategic focus and is no longer making new investments but is instead focused on managing its existing portfolio of finance assets in order to maximize gains and generate cash flow from asset sales and related activities. Accordingly, PMCC’s operating companies income will fluctuate over time as investments mature or are sold. During 2008, 2007 and 2006, proceeds from asset sales, maturities and bankruptcy recoveries totaled $403 million, $486 million and $357 million, respectively, and gains totaled $87 million, $274 million and $132 million, respectively, in operating companies income.

Included in the proceeds for 2007 were partial recoveries of amounts previously charged to earnings in the allowance for losses related to PMCC’s airline exposure. The operating companies income associated with these recoveries, which is included in the gains shown above, was $214 million for the year ended December 31, 2007.

The activity in the allowance for losses on finance assets for the years ended December 31, 2008, 2007 and 2006 was as follows:

(in millions)	2008		2007			2006
Balance at beginning of the year	$	204	$	480		$	596
Amounts charged to earnings/(recovered)		100		(129	)		103
Amounts written-off				(147	)		(219	)
Balance at end of the year	$	304	$	204		$	480

During 2008, PMCC increased its allowance for losses by $100 million, primarily as a result of credit rating downgrades of certain lessees and financial market conditions. PMCC continues to monitor economic and credit conditions and may have to increase its allowance for losses if such conditions worsen.

The net impact to the allowance for losses for 2007 and 2006 related primarily to various airline leases. Amounts recovered of $129 million in 2007 related to partial recoveries of amounts charged to earnings in the allowance for losses in prior years. In addition in 2007, PMCC recovered $85 million related to amounts previously charged to earnings and written off in prior years. In total, these recoveries resulted in additional operating companies income of $214 million for the year ended December 31, 2007. Acceleration of taxes on the foreclosures of leveraged leases written off amounted to approximately $50 million and $80 million in 2007 and 2006, respectively. There were no foreclosures in 2008.

PMCC’s portfolio remains diversified by lessee, industry segment and asset type. As of December 31, 2008, 74% of PMCC’s lessees were investment grade as measured by Moody’s Investor Services and Standard & Poor’s. Excluding aircraft lease investments, 86% of PMCC’s lessees were investment grade. All of PMCC’s lessees are current on their lease obligations.

In 2008, the credit ratings of Ambac Assurance Corporation (“Ambac”) and American International Group, Inc. (“AIG”) were downgraded by Moody’s Investor Services and Standard & Poor’s. Ambac and AIG provided initial credit support on various structured lease transactions entered into by PMCC, which involved the financing of core operating assets to creditworthy lessees. The credit rating downgrades of Ambac and AIG triggered requirements for the lessees to post collateral or replace Ambac and AIG as credit support providers in these transactions. Additional collateral has been posted for one transaction, and AIG credit support was replaced on two transactions. Two leases were sold, one subsequent to December 31, 2008, and PMCC is engaged in discussions with two lessees to replace Ambac as credit support on the remaining leases.

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In 2007, a guarantor (Calpine Corporation) of a lease was operating under bankruptcy protection, but emerged in February 2008. The lease was not included in the bankruptcy filing and not affected by the guarantor’s bankruptcy. With the emergence of Calpine Corporation from bankruptcy, there are no PMCC lessees or guarantors under bankruptcy protection.

As discussed in Note 20, the IRS has disallowed benefits pertaining to several PMCC leveraged lease transactions for the years 1996 through 1999.

Operating Results

	Net Revenues						Operating Companies Income
(in millions)	2008		2007		2006		2008		2007		2006
Financial Services	$	216	$	179	$	316	$	71	$	380	$	175

PMCC’s net revenue for 2008, increased $37 million (20.7%) from 2007, due primarily to higher asset management gains. PMCC’s operating companies income for 2008, which included a $2 million charge related to the company-wide integration and restructuring program, decreased $309 million (81.3%) from 2007, due primarily to 2007 cash recoveries of $214 million on aircraft leases which had been previously written down, as well as an increase in 2008 to the allowance for losses of $100 million related to credit rating downgrades of certain lessees and financial market conditions.

PMCC’s net revenues for 2007 decreased $137 million (43.4%) from 2006, due primarily to lower lease revenues due to lower investment balances, and to lower gains from asset management activity. PMCC’s operating companies income for 2007 increased $205 million (100.0+%) from 2006, due primarily to cash recoveries in 2007 on aircraft leases which had been previously written down versus an increase to the loss provision in 2006, partially offset by lower revenues.

Financial Review

•      Net Cash Provided by Operating Activities, Continuing Operations: During 2008, net cash provided by operating activities on a continuing operations basis was $3.2 billion, compared with $4.6 billion during 2007. The decrease in cash provided by operating activities was due primarily to the return of the escrow bond for the Engle tobacco case in 2007 and higher settlement charge payments in 2008, partially offset by payments for the reimbursement of Kraft’s federal income tax contingencies in 2007.

During 2007, net cash provided by operating activities on a continuing operations basis was $4.6 billion, compared with $3.6 billion during 2006. The increase in cash provided by operating activities was due primarily to the 2006 reimbursements of PMI’s and Kraft’s portions of federal income tax benefits related to the Revenue Agent’s Report (“RAR”) and lower pension plan contributions, partially offset by lower returns of escrow bond deposits.

•      Net Cash Provided by (Used in) Investing Activities, Continuing Operations: Altria Group, Inc. and its subsidiaries from time to time consider acquisitions as part of their adjacency strategy as evidenced by the acquisitions of Middleton in 2007 and UST on January 6, 2009. For further discussion, see Note 5 and Note 23.

During 2008, net cash provided by investing activities on a continuing operations basis was $796 million, compared with net cash used of $2.7 billion during 2007. This change was due primarily to the acquisition of Middleton in December 2007, proceeds from the sale of Altria Group, Inc.’s corporate headquarters building in New York City during 2008 and lower capital expenditures in 2008.

During 2007 and 2006, net cash used in investing activities on a continuing operations basis was $2.7 billion and $63 million, respectively. In 2007, the net cash used primarily reflects the acquisition of Middleton.

Capital expenditures for 2008 decreased 37.6% to $241 million. The expenditures were primarily for modernization and consolidation of manufacturing facilities, expansion of certain production capacity and headquarters expansion. Capital expenditures for 2009 are expected to be approximately $350 million, and are expected to be funded from operating cash flows.

•      Net Cash Used in Financing Activities, Continuing Operations: During 2008 and 2007, net cash used in financing activities on a continuing operations basis was $937 million and $148 million, respectively. The increase of $789 million was due primarily to the following:

• lower dividends received from PMI during 2008;

• debt tender offers during the first quarter of 2008 which resulted in the repayment of debt as well as the payment of tender and consent fees;

• cash used in 2008 to repurchase common stock;

• dividends received from Kraft in 2007; and

• a payment of $449 million to PMI during 2008 and a receipt of $179 million from Kraft during 2007 as a result of the spin-off related modifications to Altria Group, Inc. stock awards;

partially offset by:

• $6.8 billion issuance of long-term notes in 2008, the proceeds of which were used to partially fund the acquisition of UST in January 2009; and

• lower dividends paid on Altria Group, Inc. common stock during 2008 as a result of the Kraft and PMI spin-offs.

During 2007 and 2006, net cash used in financing activities on a continuing operations basis was $148 million and $5.2 billion, respectively. The decrease of $5.1 billion was due primarily to higher dividends received from PMI in 2007 and to lower repayments of debt in 2007.

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• Debt and Liquidity

Credit Ratings: At December 31, 2008, the credit ratings and outlook for Altria Group, Inc.’s indebtedness by major credit rating agencies were:

	Short-term Debt	Long-term Debt	Outlook
Moody’s	P-2	Baa1	Negative
Standard & Poor’s	A-2	BBB	Stable
Fitch	F-2	BBB+	Stable

The foregoing credit ratings and outlook for Altria Group, Inc.’s indebtedness did not change upon the closing of Altria Group, Inc.’s acquisition of UST, which is more fully discussed in Note 23.

Credit Lines: At December 31, 2008 and 2007, Altria Group, Inc. had no borrowings under its credit lines.

At December 31, 2008, Altria Group, Inc. had in place a multi-year revolving credit facility as amended on December 19, 2008 (as amended the “Revolving Facility”) in the amount of $3.5 billion, which expires April 15, 2010. The Revolving Facility requires Altria Group, Inc. to maintain a ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest expense (as defined in the Revolving Facility) of not less than 4.0 to 1.0 and, pursuant to the December 19, 2008 amendment, requires the maintenance of a ratio of debt to EBITDA (as defined in the Revolving Facility) of not more than 3.0 to 1.0 (prior to the amendment, this ratio was 2.5 to 1.0). At December 31, 2008, the ratios of EBITDA to interest expense, and debt to EBITDA, calculated in accordance with the agreement, were 17.6 to 1.0 and 1.4 to 1.0, respectively. Altria Group, Inc. expects to continue to meet its covenants associated with its Revolving Facility.

The Revolving Facility is used to support the issuance of commercial paper and to fund short-term cash needs when the commercial paper market is unavailable. At December 31, 2008, Altria Group, Inc. had no commercial paper outstanding and no borrowings under the Revolving Facility. Pricing under the Revolving Facility is modified in the event of a change in Altria Group, Inc.’s credit rating. The Revolving Facility does not include any other rating triggers; nor does it contain any provisions that could require the posting of collateral.

In connection with the acquisition of UST, in September 2008, Altria Group, Inc. entered into a commitment letter with certain financial institutions to provide up to $7.0 billion under a 364-day term bridge loan facility (the “Bridge Facility”). The commitment letter required that commitments under the Bridge Facility be reduced by an amount equal to 100% of the net proceeds of certain capital markets financing transactions, certain credit facility borrowings and certain asset sales in excess of $4.0 billion. As a result of Altria Group, Inc.’s November 2008 issuance of $6.0 billion in long-term notes (see Debt section below), commitments under the Bridge Facility were reduced by $1.9 billion to $5.1 billion. On December 19, 2008, Altria Group, Inc. entered into a definitive agreement for the Bridge Facility. Upon Altria Group, Inc.’s subsequent December 2008 issuance of $775 million in long-term notes, commitments under the Bridge Facility were further reduced to $4.3 billion. On January 6, 2009, Altria Group, Inc. borrowed the entire available amount of $4.3 billion under the Bridge Facility. The proceeds from this borrowing were used to fund in part the acquisition of UST.

In February 2009, Altria Group, Inc. issued $4.2 billion of senior unsecured long-term notes. The net proceeds from the issuance of these notes, along with available cash, were used to prepay all of the outstanding borrowings under the Bridge Facility. Following such prepayment, the Bridge Facility was terminated.

In January 2008, Altria Group, Inc. entered into a $4.0 billion 364-day bridge loan facility. The amount of Altria Group, Inc.’s borrowing capacity under that facility was reduced automatically by an amount equal to 100% of the net proceeds of any capital markets financing transaction. In November 2008, this bridge loan facility expired in accordance with its terms upon receipt of $4.0 billion of the net proceeds from the issuance of $6.0 billion of long-term notes.

Financial Market Environment: Events over the past several months, including recent failures and near failures of a number of large financial service companies, have made the capital markets increasingly volatile. Altria Group, Inc. continues to monitor the credit quality of its bank group and is not aware of any potential non-performing credit provider in that group, other than as noted in the following paragraph. Altria Group, Inc. believes the lenders in its bank group will be willing and able to advance funds in accordance with their legal obligations.

A subsidiary of Lehman Brothers Holdings Inc. (“Lehman Brothers”) has a $108 million participation in the Revolving Facility. To date, the Lehman Brothers subsidiary has not, to Altria Group, Inc.’s knowledge, filed for bankruptcy protection. Altria Group, Inc. does not believe that failure by this subsidiary to fund its participation would be material.

Despite adverse financial market conditions, Altria Group, Inc. believes it has adequate liquidity, financial resources and access to additional financial resources to meet its anticipated obligations in the foreseeable future.

Debt: Altria Group, Inc.’s total debt (consumer products and financial services) was $7.5 billion and $4.7 billion at December 31, 2008 and 2007, respectively. Total financial services debt of $500 million matures in July 2009. Total consumer products debt was $7.0 billion and $4.2 billion at December 31, 2008 and 2007, respectively. The increase in total consumer products debt relates to the issuance of $6.8 billion of long-term notes, partially offset by the tender offers, both of which are discussed below, as well as the repayment of long-term debt that matured. Fixed-rate debt constituted approximately 98% and 97%, of total consumer products debt at December 31, 2008 and 2007, respectively. The weighted average interest rate on total consumer products debt, including the impact of swap agreements in 2007, was approximately 9.1% and 6.1% at December 31, 2008 and 2007, respectively.

As discussed further in Note 10. Long-term debt to the consolidated financial statements, Altria Group, Inc. issued $6.0 billion of senior unsecured long-term notes in November 2008 and $775 million of senior unsecured long-term

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notes in December 2008 (collectively, the “Notes”). The net proceeds from the issuances of the Notes ($6.7 billion) were used along with borrowings under the Bridge Facility to finance the acquisition of UST on January 6, 2009. The obligations of Altria Group, Inc. under the Notes are fully and unconditionally guaranteed by PM USA (see Guarantees section below). The Notes contain the following terms:

November Issuance

• $1.4 billion at 8.50%, due 2013, interest payable semi-annually beginning May 2009

• $3.1 billion at 9.70%, due 2018, interest payable semi-annually beginning May 2009

• $1.5 billion at 9.95%, due 2038, interest payable semi-annually beginning May 2009

December Issuance

• $775 million at 7.125%, due 2010, interest payable semi-annually beginning June 2009

In February 2009, Altria Group, Inc. issued an additional $4.2 billion of senior unsecured long-term notes. The net proceeds from the issuance of the notes, along with available cash, were used to prepay all of the outstanding borrowings under the Bridge Facility. The obligations of Altria Group, Inc. under the notes are fully and unconditionally guaranteed by PM USA. The notes contain the following terms:

• $525 million at 7.75%, due 2014, interest payable semi-annually beginning August 2009

• $2.2 billion at 9.25%, due 2019, interest payable semi-annually beginning August 2009

• $1.5 billion at 10.20%, due 2039, interest payable semi-annually beginning August 2009

The other terms of these notes are similar to the notes issued in November 2008 and December 2008, as discussed in Note 10.

In connection with the spin-off of PMI, in the first quarter of 2008, Altria Group, Inc. and its subsidiary, Altria Finance (Cayman Islands) Ltd., completed tender offers to purchase for cash $2.3 billion of notes and debentures denominated in U.S. dollars, and €373 million in euro-denominated bonds, equivalent to $568 million in U.S. dollars. As a result of the tender offers and consent solicitations, Altria Group, Inc. recorded a pre-tax loss of $393 million, which included tender and consent fees of $371 million, on the early extinguishment of debt in the first quarter of 2008.

Taxes: The IRS concluded its examination of Altria Group, Inc.’s consolidated tax returns for the years 1996 through 1999, and issued a final RAR in March 2006. Altria Group, Inc. agreed with all conclusions of the RAR, with the exception of certain leasing matters discussed in Note 20. Consequently, in March 2006, Altria Group, Inc. recorded non-cash tax benefits of $1.0 billion, which principally represented the reversal of tax reserves following the issuance of and agreement with the RAR. Altria Group, Inc. reimbursed $337 million and $450 million in cash to Kraft and PMI, respectively, for their portion of the $1.0 billion related to federal tax benefits, as well as pre-tax interest of $46 million to Kraft. The total tax benefits related to Kraft and PMI, which included the above mentioned federal tax benefits, as well as state tax benefits of $74 million, were reclassified to earnings from discontinued operations. The tax reversal resulted in an increase to earnings from continuing operations of $146 million for the year ended December 31, 2006.

•      Off-Balance Sheet Arrangements and Aggregate Contractual Obligations: Altria Group, Inc. has no off-balance sheet arrangements, including special purpose entities, other than guarantees and contractual obligations that are discussed below.

Guarantees: At December 31, 2008, Altria Group, Inc. had a $12 million third-party guarantee related to a divestiture, which was recorded as a liability on its consolidated balance sheet. This guarantee has no specified expiration date. Altria Group, Inc. is required to perform under this guarantee in the event that a third party fails to make contractual payments. In the ordinary course of business, certain subsidiaries of Altria Group, Inc. have agreed to indemnify a limited number of third parties in the event of future litigation. These items have not had, and are not expected to have, a significant impact on Altria Group, Inc.’s liquidity.

Under the terms of the Distribution Agreement between Altria Group, Inc. and PMI, liabilities concerning tobacco products will be allocated based in substantial part on the manufacturer. PMI will indemnify Altria Group, Inc. and PM USA for liabilities related to tobacco products manufactured by PMI or contract manufactured for PMI by PM USA, and PM USA will indemnify PMI for liabilities related to tobacco products manufactured by PM USA, excluding tobacco products contract manufactured for PMI. Altria Group, Inc. does not have a related liability recorded on its consolidated balance sheet at December 31, 2008 as the fair value of this indemnification is insignificant.

As more fully discussed in Note 21. Condensed Consolidating Financial Information to the consolidated financial statements, PM USA has issued guarantees relating to Altria Group, Inc.’s obligations under its outstanding debt securities and borrowings under the Revolving Facility and its commercial paper program (the “Guarantees”). Pursuant to the Guarantees, PM USA fully and unconditionally guarantees, as primary obligor, the payment and performance of Altria Group, Inc.’s obligations under the guaranteed debt instruments.

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Aggregate Contractual Obligations: The following table summarizes Altria Group, Inc.’s contractual obligations at December 31, 2008:

	Payments Due
(in millions)	Total		2009		2010- 2011		2012- 2013		2014 and Thereafter
Long-term debt(1):
Consumer products	$	7,011	$	135	$	775	$	1,459	$	4,642
Financial services		500		500
		7,511		635		775		1,459		4,642
Interest on borrowings(2)		8,283		671		1,180		1,153		5,279
Operating leases(3)		253		54		87		29		83
Purchase obligations(4):
Inventory and production costs		937		478		332		105		22
Other		1,322		728		588		6
		2,259		1,206		920		111		22
Other long-term liabilities(5)		2,338		127		284		313		1,614
	$	20,644	$	2,693	$	3,246	$	3,065	$	11,640

(1) Amounts represent the expected cash payments of Altria Group, Inc.’s long-term debt.

(2) Amounts represent the expected cash payments of Altria Group, Inc.’s interest expense on its long-term debt, including the current portion of long-term debt. Interest on Altria Group, Inc.’s fixed-rate debt is presented using the stated interest rate. Interest on Altria Group, Inc.’s variable rate debt is estimated using the rate in effect at December 31, 2008. Amounts exclude the amortization of debt discounts, the amortization of loan fees and fees for lines of credit that would be included in interest expense in the consolidated statements of earnings.

(3) Amounts represent the minimum rental commitments under non-cancelable operating leases.

(4) Purchase obligations for inventory and production costs (such as raw materials, indirect materials and supplies, packaging, co-manufacturing arrangements, storage and distribution) are commitments for projected needs to be utilized in the normal course of business. Other purchase obligations include commitments for marketing, advertising, capital expenditures, information technology and professional services. Arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure and approximate timing of the transaction. Most arrangements are cancelable without a significant penalty, and with short notice (usually 30 days). Any amounts reflected on the consolidated balance sheet as accounts payable and accrued liabilities are excluded from the table above.

(5) Other long-term liabilities primarily consist of postretirement health care costs. The following long-term liabilities included on the consolidated balance sheet are excluded from the table above: accrued pension and postemployment costs, income taxes and tax contingencies, insurance accruals and other accruals. Altria Group, Inc. is unable to estimate the timing of payments (or contributions in the case of accrued pension costs) for these items. Currently, Altria Group, Inc. anticipates making pension contributions of $20 million in 2009, based on current tax law (as discussed in Note 16).

The State Settlement Agreements and related legal fee payments, and payments for tobacco growers, as discussed below and in Note 20, are excluded from the table above, as the payments are subject to adjustment for several factors, including inflation, market share and industry volume. Litigation escrow deposits, as discussed below and in Note 20, are also excluded from the table above since these deposits will be returned to PM USA should it prevail on appeal.

•       Payments Under State Settlement and Other Tobacco Agreements: As discussed previously and in Note 20, PM USA has entered into State Settlement Agreements with the states and territories of the United States and also entered into a trust agreement to provide certain aid to U.S. tobacco growers and quota holders, but PM USA’s obligations under this trust have now been eliminated by the obligations imposed on PM USA by FETRA. Each of these agreements calls for payments that are based on variable factors, such as cigarette volume, market shares and inflation. PM USA accounts for the cost of these agreements as a component of cost of sales as product is shipped.

As a result of these agreements and the enactment of FETRA, PM USA and Middleton (enactment of FETRA) recorded the following amounts in cost of sales for the years ended December 31, 2008, 2007 and 2006:

	PM USA (in billions)		Middleton (in millions)
2008	$	5.5	$	4
2007		5.5
2006		5.0

Based on current agreements and current estimates of volume and market share, the estimated amounts that PM USA and Middleton may charge to cost of sales under these agreements will be approximately as follows:

	PM USA (in billions)			Middleton (in millions)
2009	$	5.5	2009	$	5
2010		5.6	2010		5
2011		5.6	2011		6
2012		5.6	2012		6
2013		5.6	2013		6
2014 to 2018		5.6 annually	2014		6
Thereafter		5.7 annually

The estimated amounts charged to cost of sales in each of the years above would generally be paid in the following year. As previously stated, the payments due under the terms of these agreements are subject to adjustment for several factors, including volume, inflation and certain contingent events and, in general, are allocated based on each manufacturer’s market share. The amounts shown in the table above are estimates, and actual amounts will differ as underlying assumptions differ from actual future results. See Note 20 for a discussion of proceedings that may result in a downward adjustment of amounts paid under State Settlement Agreements for the years 2003, 2004, 2005 and 2006.

•       Litigation Escrow Deposits: As discussed in Note 20, in December 2007, $1.2 billion of funds held in an interest-bearing escrow account in connection with obtaining a stay of execution in the Engle class action was returned to PM USA. In addition, the $100 million relating to the bonding requirement in the same case has been discharged. Interest income on the $1.2 billion escrow account, prior to its return

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to PM USA, was paid to PM USA quarterly and was being recorded as earned in interest and other debt expense, net, in the consolidated statements of earnings.

Also, in June 2006 under the order of the Illinois Supreme Court, the cash deposits of approximately $2.2 billion related to the Price case were returned to PM USA, and PM USA’s obligations to deposit further cash payments were terminated.

With respect to certain adverse verdicts currently on appeal, as of December 31, 2008, PM USA has posted various forms of security totaling approximately $129 million, the majority of which have been collateralized with cash deposits, to obtain stays of judgments pending appeals. These cash deposits are included in other assets on the consolidated balance sheets.

Although litigation is subject to uncertainty and could result in material adverse consequences for the financial condition, cash flows or results of operations of PM USA or Altria Group, Inc. in a particular fiscal quarter or fiscal year, management believes the litigation environment has substantially improved and expects cash flow from operations, together with existing credit facilities, to provide sufficient liquidity to meet the ongoing needs of the business.

•      Equity and Dividends: As discussed in Note 1, on March 28, 2008, Altria Group, Inc. distributed all of its interest in PMI to Altria Group, Inc. stockholders in a tax-free distribution. The PMI distribution resulted in a net decrease to Altria Group, Inc.’s stockholders’ equity of $14.4 billion on March 28, 2008. On March 30, 2007, Altria Group, Inc. distributed all of its remaining interest in Kraft on a pro-rata basis to Altria Group, Inc. stockholders in a tax-free distribution. The Kraft distribution resulted in a net decrease to Altria Group, Inc.’s stockholders’ equity of $27.4 billion on March 30, 2007.

As discussed in Note 12. Stock Plans to the consolidated financial statements, in January 2008, Altria Group, Inc. issued 1.9 million shares of deferred stock to eligible U.S.-based and non-U.S. employees. Restrictions on these shares lapse in the first quarter of 2011. The market value per share was $76.76 on the date of grant. Recipients of 0.5 million of these Altria Group, Inc. deferred shares, who were employed by Altria Group, Inc. after the PMI spin-off, received 1.3 million additional shares of deferred stock of Altria Group, Inc. to preserve the intrinsic value of the award. Recipients of 1.4 million shares of Altria Group, Inc. deferred stock awarded on January 30, 2008, who were employed by PMI after the PMI spin-off, received substitute shares of deferred stock of PMI to preserve the intrinsic value of the award.

At December 31, 2008, the number of shares to be issued upon exercise of outstanding stock options and vesting of deferred stock was 27.0 million, or 1.3% of shares outstanding.

Dividends paid in 2008 and 2007 were $4.4 billion and $6.7 billion, respectively, a decrease of 33.4%, primarily reflecting a lower dividend rate in 2008, as a result of the Kraft and PMI spin-offs.

Following the Kraft spin-off, Altria Group, Inc. lowered its dividend so that holders of both Altria Group, Inc. and Kraft shares would receive initially, in the aggregate, the same dividends paid by Altria Group, Inc. prior to the Kraft spin-off. Similarly, following the PMI spin-off, Altria Group, Inc. lowered its dividend so that holders of both Altria Group, Inc. and PMI shares would receive initially, in the aggregate, the same dividends paid by Altria Group, Inc. prior to the PMI spin-off.

During the third quarter of 2008, Altria Group, Inc.’s Board of Directors approved a 10.3% increase in the quarterly dividend rate from $0.29 per common share to $0.32 per common share. The present annualized dividend rate is $1.28 per Altria Group, Inc. common share. Payments of dividends remain subject to the discretion of the Board of Directors.

During 2008, Altria Group, Inc. repurchased 53.5 million shares of its common stock at an aggregate cost of approximately $1.2 billion, or an average price of $21.81 per share. In January 2009, Altria Group, Inc. suspended its $4.0 billion (2008 to 2010) share repurchase program in order to preserve financial flexibility and to provide Altria Group, Inc. the opportunity to monitor economic impacts on its business and protect its investment grade credit rating. Altria Group, Inc. intends to evaluate the share repurchase program in early 2010. Altria Group, Inc.’s share repurchase program is at the discretion of the Board of Directors.

Market Risk

As further discussed in Note 18. Financial Instruments to the consolidated financial statements, derivative financial instruments are used by Altria Group, Inc. and its subsidiaries, principally to reduce exposures to market risks resulting from fluctuations in foreign exchange rates by creating offsetting exposures. Altria Group, Inc. is not a party to leveraged derivatives and, by policy, does not use derivative financial instruments for speculative purposes. At December 31, 2008, Altria Group, Inc. had no derivative financial instruments.

•      Value at Risk: Altria Group, Inc. uses a value at risk (“VAR”) computation to estimate the potential one-day loss in the fair value of its interest rate-sensitive financial instruments and to estimate the potential one-day loss in pre-tax earnings of its foreign currency derivative financial instruments. The VAR computation includes Altria Group, Inc.’s debt and foreign currency forwards and swaps. Anticipated transactions and net investments in foreign subsidiaries, which the foregoing instruments are intended to hedge, were excluded from the computation. At December 31, 2008, Altria Group, Inc. had no derivative financial instruments remaining.

The VAR estimates were made assuming normal market conditions, using a 95% confidence interval. Altria Group, Inc. used a “variance/co-variance” model to determine the observed interrelationships between movements in interest rates and various currencies. These interrelationships were determined by observing interest rate and forward currency rate movements over the preceding quarter for the calculation of VAR amounts at December 31, 2008 and 2007, and over each of the four preceding quarters for the calculation of average VAR amounts during each year.

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The estimated potential one-day loss in fair value of Altria Group, Inc.’s interest rate-sensitive instruments, primarily debt, under normal market conditions and the estimated potential one-day loss in pre-tax earnings from foreign currency instruments under normal market conditions, as calculated in the VAR model, were as follows:

	Pre-Tax Earnings Impact
(in millions)	At 12/31/08		Average		High		Low
Instruments sensitive to:
Foreign currency rates	$	—	$	3	$	11	$	—
	Fair Value Impact
(in millions)	At 12/31/08		Average		High		Low
Instruments sensitive to:
Interest rates	$	83	$	22	$	83	$	1
	Pre-Tax Earnings Impact
(in millions)	At 12/31/07		Average		High		Low
Instruments sensitive to:
Foreign currency rates	$	—	$	1	$	1	$	—
	Fair Value Impact
(in millions)	At 12/31/07		Average		High		Low
Instruments sensitive to:
Interest rates	$	15	$	11	$	15	$	8

The VAR computation is a risk analysis tool designed to statistically estimate the maximum probable daily loss from adverse movements in interest rates and foreign currency rates under normal market conditions. The computation does not purport to represent actual losses in fair value or earnings to be incurred by Altria Group, Inc., nor does it consider the effect of favorable changes in market rates. Altria Group, Inc. cannot predict actual future movements in such market rates and does not present these VAR results to be indicative of future movements in such market rates or to be representative of any actual impact that future changes in market rates may have on its future results of operations or financial position.

New Accounting Standards

See Note 2, Note 16 and Note 19. Fair Value Measurements to the consolidated financial statements for a discussion of new accounting standards.

Contingencies

See Note 20 and Item 3. Legal Proceedings to Altria Group, Inc.’s 2008 Form 10-K for a discussion of contingencies.

Cautionary Factors That May Affect Future Results

Forward-Looking and Cautionary Statements

We* may from time to time make written or oral forward-looking statements, including statements contained in filings with the SEC, in reports to stockholders and in press releases and investor webcasts. You can identify these forward-looking statements by use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and whether to invest in or remain invested in Altria Group, Inc.’s securities. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary statements. We elaborate on these and other risks we face throughout this document, particularly in the “Business Environment” sections preceding our discussion of operating results of our subsidiaries’ businesses. You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties. We do not undertake to update any forward-looking statement that we may make from time to time.

•       Tobacco-Related Litigation: Legal proceedings covering a wide range of matters are pending or threatened in various United States and foreign jurisdictions against Altria Group, Inc. and its subsidiaries including PM USA and UST, as well as their respective indemnitees. Various types of claims are raised in these proceedings, including product liability, consumer protection, antitrust, tax, contraband shipments, patent infringement, employment matters, claims for contribution and claims of competitors and distributors.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending cases. An unfavorable outcome or settlement of pending tobacco-related litigation could encourage the commencement of additional litigation. Damages claimed in some tobacco-related litigation are significant and, in certain cases, range in

* This section uses the terms “we,” “our” and “us” when it is not necessary to distinguish among Altria Group, Inc. and its various operating subsidiaries or when any distinction is clear from the context.

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the billions of dollars. The variability in pleadings, together with the actual experience of management in litigating claims, demonstrate that the monetary relief that may be specified in a lawsuit bears little relevance to the ultimate outcome.

Although PM USA has historically been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts have been appealed, there remains a risk that such relief may not be obtainable in all cases. This risk has been substantially reduced given that 43 states now limit the dollar amount of bonds or require no bond at all.

It is possible that the consolidated results of operations, cash flows or financial position of Altria Group, Inc., or one or more of its subsidiaries, could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation. Nevertheless, although litigation is subject to uncertainty, management believes the litigation environment has substantially improved. Altria Group, Inc. and each of its subsidiaries named as a defendant believe, and each has been so advised by counsel handling the respective cases, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. All such cases are, and will continue to be, vigorously defended. However, Altria Group, Inc. and its subsidiaries may enter into settlement discussions in particular cases if they believe it is in the best interests of Altria Group, Inc. to do so. See Note 20, and Item 3. Legal Proceedings and Exhibit 99.1 to Altria Group, Inc.’s 2008 Form 10-K, for a discussion of pending tobacco-related litigation.

•      Tobacco Control Action in the Public and Private Sectors: Our tobacco subsidiaries face significant governmental action, including efforts aimed at reducing the incidence of smoking, restricting marketing and advertising, imposing regulations on packaging, warnings and disclosure of ingredients and flavors, prohibiting the sale of tobacco products with certain characterizing flavors or other characteristics, the sale of tobacco products by certain retail establishments and the sale of tobacco products in certain packing sizes, and seeking to hold them responsible for the adverse health effects associated with both smoking and exposure to environmental tobacco smoke. Governmental actions, combined with the diminishing social acceptance of smoking and private actions to restrict smoking, have resulted in reduced industry volume, and we expect that such actions will continue to reduce consumption levels.

•      Excise Taxes: Tobacco products are subject to substantial excise taxes and significant increases in tobacco product-related taxes or fees have been proposed or enacted and are likely to continue to be proposed or enacted within the United States at the state, federal and local levels. Tax increases are expected to continue to have an adverse impact on sales of our tobacco products due to lower consumption levels and to a shift in consumer purchases from the premium to the non-premium or discount segments or to other low-priced or low-taxed tobacco products or to counterfeit and contraband products. For further discussion, see Tobacco Business Environment — Excise Taxes.

•      Increased Competition in the United States Tobacco Categories: Each of Altria Group, Inc.’s tobacco subsidiaries operates in highly competitive tobacco categories. Settlements of certain tobacco litigation in the United States have resulted in substantial cigarette price increases. PM USA faces competition from lowest priced brands sold by certain United States and foreign manufacturers that have cost advantages because they are not parties to these settlements. These manufacturers may fail to comply with related state escrow legislation or may avoid escrow deposit obligations on the majority of their sales by concentrating on certain states where escrow deposits are not required or are required on fewer than all such manufacturers’ cigarettes sold in such states. Additional competition has resulted from diversion into the United States market of cigarettes intended for sale outside the United States, the sale of counterfeit cigarettes by third parties, the sale of cigarettes by third parties over the Internet and by other means designed to avoid collection of applicable taxes, and increased imports of foreign lowest priced brands. U.S. Smokeless Tobacco Company faces significant competition in the moist smokeless tobacco category, both from existing competitors and new entrants, and has experienced consumer down trading to lower-priced brands.

•      Governmental Investigations: From time to time, Altria Group, Inc. and its tobacco subsidiaries are subject to governmental investigations on a range of matters. We cannot predict the outcome of those investigations or whether investigations may be commenced, and it is possible that our tobacco subsidiaries’ businesses could be materially affected by an unfavorable outcome of future investigations.

•      New Tobacco Product Technologies: Altria Group, Inc.’s subsidiaries continue to seek ways to develop and to commercialize new tobacco product technologies that may reduce the health risks associated with the tobacco products they manufacture, while continuing to offer adult consumers tobacco products that meet their taste expectations. Potential solutions being researched include tobacco products that reduce or eliminate exposure to cigarette smoke, and/or those constituents identified by public health authorities as harmful. Our subsidiaries may not succeed in these efforts. If they do not succeed, but one or more of their competitors does, our subsidiaries may be at a competitive disadvantage. Further, we cannot predict whether regulators will permit the marketing of tobacco products with claims of reduced risk to consumers or whether consumers’ purchase decisions would be affected by such claims, which could affect the commercial viability of any tobacco products that might be developed.

•      Adjacency Strategy: Altria Group, Inc. and its subsidiaries have adjacency growth strategies involving moves and potential moves into complementary products or processes. We cannot guarantee that these strategies, or any products introduced in connection with these strategies, will be successful.

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•      Tobacco Price, Availability and Quality: Any significant change in tobacco leaf prices, quality or availability could affect our tobacco subsidiaries’ profitability and business. For a discussion of factors that influence leaf prices, availability and quality, see Tobacco Business Environment — Tobacco Price, Availability and Quality.

•      Attracting and Retaining Talent: Our ability to implement our strategy of attracting and retaining the best talent may be impaired by the decreasing social acceptance of tobacco usage. The tobacco industry competes for talent with the consumer products industry and other companies that enjoy greater societal acceptance. As a result, our tobacco subsidiaries may be unable to attract and retain the best talent.

•      Competition and Economic Downturns: Each of our consumer product subsidiaries is subject to intense competition, changes in consumer preferences and changes in economic conditions. To be successful, they must continue to:

• promote brand equity successfully;

• anticipate and respond to new consumer trends;

• develop new products and markets and to broaden brand portfolios in order to compete effectively with lower priced products;

• improve productivity; and

• protect or enhance margins through cost savings and price increases.

The willingness of consumers to purchase premium consumer product brands depends in part on economic conditions. In periods of economic uncertainty, consumers may purchase more private label and other discount brands and/or, in the case of tobacco products, consider lower price tobacco products. The volumes of our consumer products subsidiaries could suffer accordingly.

Our finance subsidiary, PMCC, holds investments in finance leases, principally in transportation (including aircraft), power generation and manufacturing equipment and facilities. Its lessees are also subject to intense competition and economic conditions. If parties to PMCC’s leases fail to manage through difficult economic and competitive conditions, PMCC may have to increase its allowance for losses, which would adversely affect our earnings.

•      Acquisitions: Altria Group, Inc. from time to time considers acquisitions as part of its adjacency strategy. From time to time we may engage in confidential acquisition negotiations that are not publicly announced unless and until those negotiations result in a definitive agreement. Although we seek to maintain or improve our debt ratings over time, it is possible that completing a given acquisition or other event could impact our debt ratings or the outlook for those ratings. Furthermore, acquisition opportunities are limited, and acquisitions present risks of failing to achieve efficient and effective integration, strategic objectives and anticipated revenue improvements and cost savings. There can be no assurance that we will be able to continue to acquire attractive businesses on favorable terms, that we will realize any of the anticipated benefits from an acquisition or that acquisitions will be quickly accretive to earnings.

•      UST Acquisition: There can be no assurance that we will achieve the synergies expected of the UST acquisition or that the integration of UST will be successful.

•      Capital Markets: Access to the capital markets is important for us to satisfy our liquidity and financing needs. Disruption and uncertainty in the capital markets and any resulting tightening of credit availability, pricing and/or credit terms may increase our costs and adversely affect our earnings or our dividend rate.

•      Asset Impairment: We periodically calculate the fair value of our goodwill and intangible assets to test for impairment. This calculation may be affected by the market conditions noted above, as well as interest rates and general economic conditions. If an impairment is determined to exist, we will incur impairment losses, which will reduce our earnings.

•      IRS Challenges to PMCC Leases: The Internal Revenue Service has challenged the tax treatment of certain of PMCC’s leveraged leases. Should Altria Group, Inc. not prevail in this litigation, Altria Group, Inc. may have to accelerate the payment of significant amounts of federal income tax and significantly lower its earnings to reflect the recalculation of the income from the affected leveraged leases, which could have a material effect on the earnings and cash flows of Altria Group, Inc. in a particular fiscal quarter or fiscal year. For further discussion see Note 20 and Item 3. Legal Proceedings to Altria Group, Inc.’s 2008 Form 10-K.

•      Wine — Competition; Grape Supply; Regulation and Excise Taxes: Ste. Michelle’s business is subject to significant competition, including from many large, well-established national and international organizations. The adequacy of Ste. Michelle’s grape supply is influenced by consumer demand for wine in relation to industry-wide production levels as well as by weather and crop conditions, particularly in eastern Washington state. Supply shortages related to any one or more of these factors could increase production costs and wine prices, which ultimately may have a negative impact on Ste. Michelle’s sales. In addition, federal, state and local governmental agencies regulate the alcohol beverage industry through various means, including licensing requirements, pricing, labeling and advertising restrictions, and distribution and production policies. New regulations or revisions to existing regulations, resulting in further restrictions or taxes on the manufacture and sale of alcoholic beverages, may have an adverse effect on Ste. Michelle’s wine business.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Altria Group, Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, stockholders’ equity, and cash flows, present fairly, in all material respects, the financial position of Altria Group, Inc. and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Altria Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Altria Group, Inc.’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on Altria Group, Inc.’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Notes 16 and 2 to the consolidated financial statements, Altria Group, Inc. changed the manner in which it accounts for pension, postretirement and postemployment plans in fiscal 2006 and the manner in which it accounts for uncertain tax positions in fiscal 2007, respectively.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Richmond, Virginia

January 28, 2009

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Report of Management on Internal Control Over Financial Reporting

Management of Altria Group, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15 (f) under the Securities Exchange Act of 1934. Altria Group, Inc.’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those written policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Altria Group, Inc.;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America;

• provide reasonable assurance that receipts and expenditures of Altria Group, Inc. are being made only in accordance with the authorization of management and directors of Altria Group, Inc.; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Altria Group, Inc.’s internal control over financial reporting as of December 31, 2008. Management based this assessment on criteria for effective internal control over financial reporting described in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of Altria Group, Inc.’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of our Board of Directors.

Based on this assessment, management determined that, as of December 31, 2008, Altria Group, Inc. maintained effective internal control over financial reporting.

PricewaterhouseCoopers LLP, independent registered public accounting firm, who audited and reported on the consolidated financial statements of Altria Group, Inc. included in this report, has audited the effectiveness of Altria Group, Inc.’s internal control over financial reporting as of December 31, 2008, as stated in their report herein.

January 28, 2009

100

EX-21

Exhibit 21

ALTRIA GROUP, INC. SUBSIDIARIES

Certain active subsidiaries of the Company and their subsidiaries as of December 31, 2008, are listed below. The names of certain subsidiaries, which considered in the aggregate would not constitute a significant subsidiary, have been omitted.

Name	State or Country of Organization
Altria Client Services Inc.	New York
Altria Corporate Services International, Inc.	Delaware
Altria Enterprises LLC	Virginia
Altria Finance (Cayman Islands) Ltd.	Cayman Islands
Cormorant Energy Investment Corp.	Delaware
Dart Resorts Inc.	Delaware
General Foods Credit Corporation	Delaware
General Foods Credit Investors No. 1 Corporation	Delaware
General Foods Credit Investors No. 2 Corporation	Delaware
General Foods Credit Investors No. 3 Corporation	Delaware
Grant Holdings, Inc.	Pennsylvania
Grant Transit Co.	Delaware
HNB Investment Corp.	Delaware
John Middleton Co.	Pennsylvania
Le Rhône Investment Corp.	Delaware
Management Subsidiary Holdings Inc.	Virginia
Michigan Investment Corp.	Delaware
One Channel Corp.	Delaware
Philip Morris Capital Corporation	Delaware
Philip Morris Duty Free Inc.	Delaware
Philip Morris USA Inc.	Virginia
PMCC Investors No. 1 Corporation	Delaware
PMCC Investors No. 2 Corporation	Delaware
PMCC Investors No. 3 Corporation	Delaware
PMCC Investors No. 4 Corporation	Delaware
PMCC Leasing Corporation	Delaware
SB Leasing Inc.	Delaware
Technology Enterprise Computing Works, LLC	Virginia
Trademarks LLC	Delaware
Trimaran Leasing Investors, L.L.C.-II	Delaware
Wolverine Investment Corp.	Delaware

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in Post-Effective Amendment No. 13 to the Registration Statement of Altria Group, Inc. on Form S-14 (File No. 2-96149) and in Altria Group, Inc.’s Registration Statements on Form S-3 (File Nos. 333-35143 and 333-155009) and Form S-8 (File Nos. 333-28631, 33-10218, 33-13210, 33-14561, 33-40110, 33-48781, 33-59109, 333-43478, 333-43484, 333-128494, 333-139523, 333-148070 and 333-156188), of our report dated January 28, 2009 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Altria Group, Inc., which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K (“Form 10-K”). We also consent to the incorporation by reference of our report dated January 28, 2009 relating to the financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Richmond, Virginia

February 27, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, her true and lawful attorney, for her and in her name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal this 26^th day of February, 2009.

/S/    ELIZABETH E. BAILEY

Elizabeth E. Bailey

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 26^th day of February, 2009.

/S/    GERALD L. BALILES

Gerald L. Baliles

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 26^th day of February, 2009.

/S/    THOMAS F. FARRELL II

Thomas F. Farrell II

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 26^th day of February, 2009.

/S/    DINYAR S. DEVITRE

Dinyar S. Devitre

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 26^th day of February, 2009.

/S/    ROBERT E. R. HUNTLEY

Robert E. R. Huntley

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 26^th day of February, 2009.

/S/    THOMAS W. JONES

Thomas W. Jones

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 26^th day of February, 2009.

/S/    GEORGE MUÑOZ

George Muñoz

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENT THAT the undersigned, a Director of Altria Group, Inc., a Virginia corporation (the “Company”), does hereby constitute and appoint Michael E. Szymanczyk, Denise F. Keane, David R. Beran, and Sean X. McKessy, or any one or more of them, his true and lawful attorney, for him and in his name, place and stead, to execute, by manual or facsimile signature, electronic transmission or otherwise, the Annual Report on Form 10-K of the Company for the year ended December 31, 2008 and any amendments or supplements to said Annual Report and to cause the same to be filed with the Securities and Exchange Commission, together with any exhibits, financial statements and schedules included or to be incorporated by reference therein, hereby granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite or desirable to be done in and about the premises as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things which said attorneys may do or cause to be done by virtue of these present.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 26^th day of February, 2009.

/S/    NABIL Y. SAKKAB

Nabil Y. Sakkab

EX-31.1

Exhibit 31.1

Certifications

I, Michael E. Szymanczyk, certify that:

1. I have reviewed this annual report on Form 10-K of Altria Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2009

/s/ MICHAEL E. SZYMANCZYK

Michael E. Szymanczyk

Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, David R. Beran, certify that:

1. I have reviewed this annual report on Form 10-K of Altria Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2009

/s/ DAVID R. BERAN

David R. Beran

Executive Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Altria Group, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael E. Szymanczyk, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MICHAEL E. SZYMANCZYK

Michael E. Szymanczyk

Chairman and Chief

Executive Officer

February 27, 2009

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Altria Group, Inc. and will be retained by Altria Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Altria Group, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Beran, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DAVID R. BERAN

David R. Beran

Executive Vice President and

Chief Financial Officer

February 27, 2009

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Altria Group, Inc. and will be retained by Altria Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

CERTAIN LITIGATION MATTERS AND RECENT DEVELOPMENTS

As described in Item 3. Legal Proceedings of this Form 10-K (“Item 3. Legal Proceedings”) and Note 20. Contingencies to Altria Group, Inc.’s consolidated financial statements, there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions against Altria Group, Inc., its subsidiaries, including Philip Morris USA Inc. (“PM USA”) and their respective indemnitees. Various types of claims are raised in these proceedings, including product liability, consumer protection, antitrust, tax, contraband shipments, patent infringement, employment matters, claims for contribution and claims of competitors and distributors. Pending claims related to tobacco products generally fall within the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs, (ii) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring and purporting to be brought on behalf of a class of individual plaintiffs, including cases in which the aggregated claims of a number of individual plaintiffs are to be tried in a single proceeding, (iii) health care cost recovery cases brought by governmental (both domestic and foreign) and non-governmental plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits, (iv) class action suits alleging that the uses of the terms “Lights” and “Ultra Lights” constitute deceptive and unfair trade practices, common law fraud or RICO violations, and (v) other tobacco-related litigation.

The following lists certain of the pending claims against Altria Group, Inc. and/or PM USA included in these categories. Certain developments in these cases since November 1, 2008 are also described.

SMOKING AND HEALTH LITIGATION

The following lists the consolidated individual smoking and health cases as well as smoking and health class actions pending against PM USA and, in some cases, Altria Group, Inc. and/or its other subsidiaries and affiliates, as of February 24, 2009, and describes certain developments in these cases since November 1, 2008.

Consolidated Individual Smoking and Health Cases

In re: Tobacco Litigation (Individual Personal Injury cases), Circuit Court, Ohio County, West Virginia, consolidated January 11, 2000. In West Virginia, all smoking and health cases in state court alleging personal injury have been transferred to the State’s Mass Litigation Panel. The transferred cases include individual cases and putative class actions. All individual cases filed in or transferred to the court by September 13, 2000 were consolidated for pretrial proceedings and trial. John Middleton Co. was named as a defendant in this action but it, along with other non-cigarette manufacturers, has been severed from this case. Currently pending are 728 civil actions (of which 414 are actions against PM USA). In December 2005, the West Virginia Supreme Court of Appeals ruled that the United States Constitution does not preclude a trial in two phases in this case. Issues related to defendants’ conduct, plaintiffs’ entitlement to punitive damages and a punitive damages multiplier, if any, would be determined in the first phase. The second phase would consist of individual trials to determine liability, if any, and compensatory damages. In May 2007, the trial court denied defendants’ motion to vacate the trial court’s trial plan based on the United States Supreme Court’s decision in Williams v. Philip Morris. In November 2007, the West Virginia Supreme Court of Appeals denied defendants’ renewed motion for review of the trial plan. In December 2007, defendants filed a petition for writ of certiorari with the United States Supreme Court, which was denied on February 25, 2008. The case was stayed pending the outcome of United States Supreme Court’s decision in Good, et al. v. Altria Group, Inc., et al. (“Good”), described below. The court lifted the stay on February 10, 2009. The first phase of the trial has been scheduled for February 1, 2010.

-1-

Flight Attendant Litigation

The settlement agreement entered into in 1997 in the case of Broin, et al. v. Philip Morris Companies Inc., et al., which was brought by flight attendants seeking damages for personal injuries allegedly caused by environmental tobacco smoke, allows members of the Broin class to file individual lawsuits seeking compensatory damages, but prohibits them from seeking punitive damages. In October 2000, the trial court ruled that the flight attendants will not be required to prove the substantive liability elements of their claims for negligence, strict liability and breach of implied warranty in order to recover damages, if any, other than establishing that the plaintiffs’ alleged injuries were caused by their exposure to environmental tobacco smoke and, if so, the amount of compensatory damages to be awarded. Defendants’ initial appeal of this ruling was dismissed as premature. Defendants appealed the October 2000 rulings in connection with their appeal of the adverse jury verdict in the French case. In December 2004, the Florida Third District Court of Appeal affirmed the judgment awarding plaintiff in the French case $500,000, and directed the trial court to hold defendants jointly and severally liable. Defendants’ motion for rehearing was denied in April 2005. In December 2005, after exhausting all appeals, PM USA paid $328,759 (including interest of $78,259) as its share of the judgment amount and interest in French and, although plaintiffs may still contest the amount, in August 2007, PM USA paid $229,293.11 (including interest of $7,380.48) representing its share of attorneys’ fees. PM USA, in March 2008, paid additional attorneys’ fees of $4,700. In November 2007, a jury found in favor of the defendants in a case brought by a flight attendant. As of February 24, 2009, 2,620 cases were pending in the Circuit Court of Dade County, Florida against PM USA and three other cigarette manufacturers.

Domestic Class Actions

Engle, et al. v. R.J. Reynolds Tobacco Co., et al., Circuit Court, Eleventh Judicial Circuit, Dade County, Florida, filed May 5, 1994. See Item 3. Legal Proceedings, for a discussion of this case.

Scott, et al. v. The American Tobacco Company, et al., Civil District Court, Orleans Parish, Louisiana, filed May 24, 1996. See Item 3. Legal Proceedings, for a discussion of this case.

Young, et al. v. The American Tobacco Company, et al., Civil District Court, Orleans Parish, Louisiana, filed November 12, 1997.

Parsons, et al. v. A C & S, Inc., et al., Circuit Court, Kanawha County, West Virginia, filed February 27, 1998.

Cleary, et al. v. Philip Morris Incorporated, et al., Circuit Court, Cook County, Illinois, filed June 3, 1998. In April 2006, defendants’ motion to dismiss a nuisance claim was granted. In July 2006, plaintiffs filed a motion for class certification.

Cypret, et al. v. The American Tobacco Company, et al., Circuit Court, Jackson County, Missouri, filed December 22, 1998.

Simms, et al. v. Philip Morris Incorporated, et al., United States District Court, District of Columbia, filed May 23, 2001. In May 2004, plaintiffs filed a motion for reconsideration of the court’s 2003 ruling that denied their motion for class certification. In September 2004, plaintiffs renewed their motion for reconsideration. This motion was denied by the court in December 2006.

Caronia, et al. v. Philip Morris USA, Inc., United States District Court, Eastern District of New York, filed January 13, 2006. See Item 3. Legal Proceedings, for a discussion of this case.

Donovan, et al. v. Philip Morris, United States District Court, District of Massachusetts, filed March 2, 2007. See

-2-

Item 3. Legal Proceedings, for a discussion of this case.

Peoples, et al. v. Reynolds America, Inc. et al., United States District Court, Northern District, Georgia, filed November 17, 2008.

HEALTH CARE COST RECOVERY LITIGATION

The following lists the health care cost recovery actions pending against PM USA and, in some cases, Altria Group, Inc. and/or its other subsidiaries and affiliates as of February 24, 2009 and describes certain developments in these cases since November 1, 2008. As discussed in Item 3. Legal Proceedings, in 1998, PM USA and certain other United States tobacco product manufacturers entered into a Master Settlement Agreement (the “MSA”) settling the health care cost recovery claims of 46 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the United States Virgin Islands, American Samoa and the Northern Marianas. Settlement agreements settling similar claims had previously been entered into with the states of Mississippi, Florida, Texas and Minnesota. PM USA believes that some or all of the claims in certain of the health care cost recovery actions listed below are released in whole or in part by the MSA, or that recovery in any such actions should be subject to the offset provisions of the MSA.

City of St. Louis Case

City of St. Louis, et al. v. American Tobacco, et al., Circuit Court, City of St. Louis, Missouri, filed November 23, 1998. In November 2001, the court granted in part and denied in part defendants’ motion to dismiss and dismissed three of plaintiffs’ eleven claims. In June 2005, the court granted in part defendants’ motion for summary judgment limiting plaintiffs’ claims for past compensatory damages to those that accrued after November 16, 1993, five years prior to the filing of the suit. The trial is scheduled to begin in June 2010.

Department of Justice Case

The United States of America v. Philip Morris Incorporated, et al., United States District Court, District of Columbia, filed September 22, 1999. See Item 3. Legal Proceedings, for a discussion of this case.

International Cases

Kupat Holim Clalit v. Philip Morris USA, et al., Jerusalem District Court, Israel, filed September 28, 1998. Defendants’ motion to dismiss the case has been denied by the district court. In June 2004, defendants filed a motion with the Israel Supreme Court for leave to appeal. The appeal was heard by the Supreme Court in March 2005, and the parties are awaiting the court’s decision.

Her Majesty the Queen in Right of British Columbia v. Imperial Tobacco Limited, et al., Supreme Court, British Columbia, Vancouver Registry, Canada, filed January 24, 2001. In June 2003, the trial court granted defendants’ motion to dismiss the case, and plaintiff appealed. In May 2004, the appellate court reversed the trial court’s decision. Defendants appealed. In September 2005, the Supreme Court of Canada ruled that the legislation permitting the lawsuit is constitutional, and, as a result, the case will proceed before the trial court. On September 15, 2006, the British Columbia Court of Appeal rejected PM USA’s motion seeking dismissal from the case on jurisdictional grounds. In April 2007, the Supreme Court of Canada denied PM USA’s motion seeking leave to appeal. At the request of the parties, the trial date tentatively scheduled for September 2010 has been cancelled. No new trial date has been set.

Her Majesty the Queen in Right of the Province of New Brunswick v. Rothmans, Inc. et al., Court of the Queen’s Bench, New Brunswick, Fredericton, Canada, filed March 13, 2008. The complaint alleges deceit and

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misrepresentation, failure to warn, marketing to minors, negligent design and manufacture, conspiracy and concerted actions and seeks reimbursement for past, present and future healthcare costs of individuals with tobacco-related injuries.

See Item 3. Legal Proceedings, for a discussion of the Distribution Agreement between Altria Group, Inc. and PMI, which provides for indemnities for certain liabilities concerning tobacco products.

Medicare Secondary Payer Act Case

National Committee to Preserve Social Security and Medicare, et al. v. Philip Morris USA, et al., United States District Court, Eastern District, New York filed May 20, 2008. This action was brought under the Medicare as Secondary Payer statute and purports to be brought on behalf of Medicare to recover an unspecified amount of damages equal to double the amount paid by Medicare for smoking-related health care services provided from May 21, 2002 to the present. In July 2008, defendants filed a motion to dismiss plaintiffs’ claims and plaintiffs filed a motion for partial summary judgment. The court heard argument on both motions on November 20, 2008.

“LIGHTS/ULTRA LIGHTS” CASES

The following lists the “Lights/Ultra Lights” cases pending against Altria Group, Inc. and/or its various subsidiaries and others as of February 24, 2009, and describes certain developments since November 1, 2008.

Aspinall, et al. v. Philip Morris Companies Inc. and Philip Morris Incorporated, Superior Court, Suffolk County, Massachusetts, filed November 24, 1998. In October 2001, the court granted plaintiffs’ motion for class certification, and defendants appealed. In May 2003, the single Justice sitting on behalf of the Massachusetts Court of Appeals decertified the class. In August 2004, Massachusetts’ highest court affirmed the trial court’s ruling and reinstated the class certification order. In August 2006, the trial court denied PM USA’s motion for summary judgment based on the state consumer protection statutory exemption and federal preemption. On motion of the parties, the trial court reported its decision to deny summary judgment to the appeals court for review, and the trial court proceedings are stayed pending completion of the appellate review. Motions for direct appellate review by the Massachusetts Supreme Judicial Court were granted in April 2007. In March 2008, the Supreme Judicial Court issued an order staying the proceedings pending the resolution of the United States Supreme Court’s decision in Good. On December 23, 2008, subsequent to the United States Supreme Court’s decision in Good, the Massachusetts Supreme Judicial Court issued an order requesting that the parties advise the court within 30 days whether the Good decision is dispositive of federal preemption issues pending on appeal. On January 21, 2009, PM USA notified the Massachusetts Supreme Judicial Court that Good is dispositive of the federal preemption issues on appeal, but requested further briefing on the state law statutory exemption issue. On February 13, 2009, with the permission of the Supreme Judicial Court, the parties submitted briefs on the impact of Good on the state exemption issue.

McClure, et al. v. Philip Morris Companies Inc. and Philip Morris Incorporated, Circuit Court, Davidson County, Tennessee, filed January 19, 1999. In June 2006, PM USA filed a motion to dismiss on federal preemption and consumer protection statutory exemption grounds. On February 6, 2009, the court granted PM USA’s January 12, 2009 motion to dismiss the plaintiff’s request for class action treatment.

Craft, et al. v. Philip Morris Companies Inc., et al., Circuit Court, City of St. Louis, Missouri, filed February 15, 2000. In December 2003, the trial court granted plaintiffs’ motion for class certification. In September 2004, the court granted in part and denied in part PM USA’s motion for reconsideration. In August 2005, the Missouri Court of Appeals affirmed the trial court’s class certification order. In September 2005, the case was removed to federal court. In March 2006, the federal trial court granted plaintiffs’ motion and remanded the case to the Circuit Court, City of St. Louis. In May 2006, the Missouri Supreme Court declined to review the trial court’s class certification decision. The court has set a trial date of January 11, 2011, which could be advanced to June 2010

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(Craft had been stayed pending the outcome of the United States Supreme Court decision in Good.)

Hines, et al. v. Philip Morris Companies Inc., et al., Circuit Court, Fifteenth Judicial Circuit, Palm Beach County, Florida, filed February 23, 2001. In February 2002, the court granted plaintiffs’ motion for class certification, and defendants appealed. In December 2003, a Florida District Court of Appeal decertified the class. In March 2004, plaintiffs filed a motion for rehearing, en banc review or certification to the Florida Supreme Court. In December 2004, the Florida Supreme Court stayed further proceedings pending the resolution of the Engle case discussed in Note 20. Contingencies. In January 2008, the Florida Supreme Court rejected plaintiffs’ petition for further review. The case had been stayed pending the outcome of the United States Supreme Court’s decision in Good.

Moore, et al. v. Philip Morris Incorporated, et al., Circuit Court, Marshall County, West Virginia, filed September 17, 2001.

Curtis, et al. v. Philip Morris Companies Inc., et al., Fourth Judicial District Court, Minnesota, filed November 28, 2001. In January 2004, the Fourth Judicial District Court, Hennepin County denied plaintiffs’ motion for class certification and defendants’ motions for summary judgment. In November 2004, the trial court granted plaintiffs’ motion for reconsideration and ordered the certification of a class. In April 2005, the Minnesota Supreme Court denied defendants’ petition for interlocutory review. In September 2005, the case was removed to federal court. In February 2006, the federal court denied plaintiffs’ motion to remand the case to state court. The case was stayed pending the outcome of Dahl v. R. J. Reynolds Tobacco Co., which was argued before the United States Court of Appeals for the Eighth Circuit in December 2006. In February 2007, the United States Court of Appeals for the Eighth Circuit issued its ruling in Dahl, and reversed the federal district court’s denial of plaintiffs’ motion to remand that case to the state trial court. In October 2007, the district court remanded the case to state court. In December 2007, the Minnesota Court of Appeals reversed the trial court’s determination in Dahl that plaintiffs’ claims in that case were subject to express preemption and defendant in that case petitioned the Minnesota Supreme Court for review. Plaintiffs filed a motion for partial summary judgment on February 13, 2009. The court has set a trial date of February 16, 2010 (Curtis had been stayed pending the outcome of the United States Supreme Court decision in Good.)

Tremblay, et al. v. Philip Morris Incorporated, Superior Court, Rockingham County, New Hampshire, filed March 29, 2002. The case has been consolidated with another “Lights/Ultra Lights” case and has been informally stayed.

Pearson v. Philip Morris Incorporated, et al., Circuit Court, Multnomah County, Oregon, filed November 20, 2002. In October 2005, plaintiffs’ motion for class certification on behalf of all purchasers of Marlboro Lights in Oregon was denied. In addition, PM USA’s motion for summary judgment with respect to reliance “from the time that plaintiff learned of the alleged fraud and continued to purchase Lights” cigarettes was granted. In November 2005, plaintiffs filed a motion with the trial court to have its order denying class certification certified for interlocutory appellate review. In March 2006, plaintiffs petitioned the Oregon Court of Appeals to review the trial court’s order denying plaintiffs’ motion for class certification. In October 2006, the Oregon Court of Appeals denied plaintiffs’ petition for review. In February 2007, PM USA filed a motion for summary judgment based on federal preemption and the Oregon statutory exemption. In September 2007, the district court granted PM USA’s motion for summary judgment based on express preemption under the Federal Cigarette Labeling and Advertising Act, and plaintiffs appealed this dismissal with the Oregon Court of Appeals. In February 2008, the parties filed a joint motion to hold the appeal in abeyance pending the United States Supreme Court’s decision in Good, which motion was denied.

Virden v. Altria Group, Inc., et al., Circuit Court, Hancock County, West Virginia, filed March 28, 2003.

Stern, et al. v. Philip Morris USA, Inc., et al., Superior Court, Middlesex County, New Jersey, filed April 4, 2003. In March 2006, the court granted PM USA’s motion to strike plaintiffs’ class certification motion, and plaintiffs

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filed a motion for reconsideration. A renewed motion for class certification was denied in November 2007. The case had been stayed pending the outcome of the United States Supreme Court’s decision in Good.

Arnold, et al. v. Philip Morris USA Inc., Circuit Court, Madison County, Illinois, filed May 5, 2003.

Watson, et al. v. Altria Group, Inc., et al., Circuit Court, Pulaski County, Arkansas, filed May 29, 2003. In January 2006, the court stayed all activity in the case pending the resolution of plaintiffs’ petition for writ of certiorari filed with the United States Supreme Court. In June 2007, the United States Supreme Court reversed the lower court rulings that denied plaintiffs’ motion to have the case heard in a state, as opposed to federal, trial court. The Supreme Court rejected defendants’ contention that the case must be tried in federal court under the “federal officer” statute. The case was remanded to the state trial court in Arkansas. The case had been stayed pending the outcome of the United States Supreme Court’s decision in Good.

Holmes, et al. v. Philip Morris USA Inc., et al., Superior Court, New Castle County, Delaware, filed August 18, 2003. In June 2006, PM USA filed a motion for summary judgment on preemption and consumer protection statutory exemption grounds. The case had been stayed pending the outcome of the United States Supreme Court’s decision in Good.

El-Roy, et al. v. Philip Morris Incorporated, et al., District Court of Tel-Aviv/Jaffa, Israel, filed January 18, 2004. A hearing on plaintiffs’ motion for class certification was held in November 2008.

Schwab, et al. v. Philip Morris USA Inc., et al., United States District Court, Eastern District of New York, filed May 11, 2004. See Item 3. Legal Proceedings, for a discussion of this case.

Miner, et al. v. Altria Group, Inc., et al., Circuit Court, Franklin County, Arkansas, filed December 29, 2004. In December 2005, plaintiffs moved for certification of a class composed of individuals who purchased Marlboro Lights or Cambridge Lights brands in Arizona, California, Colorado and Michigan. PM USA’s motion for summary judgment is pending. After the motion was filed, plaintiffs moved to voluntarily dismiss the case without prejudice, which PM USA opposed. The court then stayed the action pending the United States Supreme Court’s ruling on plaintiffs’ petition for writ of certiorari in Watson, described above. In July 2007, the case was remanded to a state trial court in Arkansas. In August 2007, plaintiffs renewed their motion for class certification. In October 2007, the court denied PM USA’s motion to dismiss the case on procedural grounds and the court entered a case management order. The case had been stayed pending the outcome of the United States Supreme Court’s decision in Good.

Mulford, et al. v. Altria Group, Inc., et al., United States District Court, New Mexico, filed June 9, 2005. On March 16, 2007, the federal district court granted in part PM USA’s motion for summary judgment, ruling that plaintiffs’ claims of fraudulent concealment, failure to warn and warning neutralization are expressly preempted by the Federal Cigarette Labeling and Advertising Act. The court otherwise denied PM USA’s motion for summary judgment on express preemption under the Federal Cigarette Labeling and Advertising Act, implied federal preemption and the statutory exemption from liability under the New Mexico Unfair Practices Act, with respect to plaintiffs’ claims that PM USA made false statements about “Lights” cigarettes on its packages. On March 30, 2007, PM USA filed a motion for reconsideration of the part of the court’s order denying PM USA’s motion for summary judgment. In March 2007, the federal district court denied plaintiffs’ amended motion for class certification. In June 2007, plaintiffs renewed their motion for class certification. The case had been stayed pending the outcome of the United States Supreme Court’s decision in Good.

Good, et al. v. Altria Group, Inc., et al., United States District Court, Maine, filed August 15, 2005. In May 2006, the federal trial court granted PM USA’s motion for summary judgment on the grounds that plaintiffs’ claims are preempted by the Federal Cigarette Labeling and Advertising Act and dismissed the case. In June 2006, plaintiffs appealed to the United States Court of Appeals for the First Circuit. In August 2007, the United States Court of

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Appeals for the First Circuit vacated the district court’s grant of PM USA’s motion for summary judgment in the Good case on federal preemption grounds and remanded the case to district court. The district court stayed proceedings pending the ruling of the United States Supreme Court on defendants’ petition for a writ of certiorari, which was granted in January 2008. The United States Supreme Court heard oral argument on October 6, 2008. On December 15, 2008, the United States Supreme Court ruled that plaintiffs’ claims are not barred by federal preemption. Although the Supreme Court rejected the argument that the FTC’s actions were so extensive with respect to the descriptors that the state law claims were barred as a matter of federal law, the Supreme Court’s decision was limited: it did not address the ultimate merits of plaintiffs’ claim, the viability of the action as a class action, or other state law issues. On February 17, 2009, the United States Court of Appeals for the First Circuit remanded Good to the district court for further proceedings. Stays entered in various “Lights” cases pending Good have been lifted.

Goins, et al. v. Philip Morris USA Inc. et al., United States District Court, Northern District, Illinois, filed December 23, 2008. The case was removed to federal court.

Boyd, et al. v. Phillip Morris USA Inc. et al., United States District Court, Southern District, Florida, filed February 10, 2009.

Salazar v. Philip Morris USA Inc. et al., United States District Court, Southern District, Texas, filed February 5, 2009.

Fray v. Philip Morris USA Inc. et al., United States District Court, Colorado, filed February 17, 2009.

CERTAIN OTHER TOBACCO-RELATED ACTIONS

The following lists certain other tobacco-related litigation pending against Altria Group, Inc. and/or its various subsidiaries and others as of February 24, 2009, and describes certain developments since November 1, 2008.

Tobacco Price Cases

Smith, et al. v. Philip Morris Companies Inc., et al., District Court, Seward County, Kansas, filed February 9, 2000. In November 2001, the court granted plaintiffs’ motion for class certification. The case is pending; there is no trial date.

Romero, et al. v. Philip Morris Companies Inc., et al., First Judicial District Court, Rio Arriba County, New Mexico, filed April 10, 2000. Plaintiffs’ motion for class certification was granted in April 2003. In February 2008, the New Mexico Court of Appeals affirmed the class certification decision. In June 2006, defendants’ motion for summary judgment was granted and the case was dismissed. Plaintiffs appealed the trial court’s grant of summary judgment. On November 18, 2008, the New Mexico Court of Appeals reversed the summary judgment decision. On January 7, 2009, PM USA and other defendants filed a writ of certiorari with the New Mexico Supreme Court.

Cases under the California Business and Professions Code

Brown, et al. v. The American Tobacco Company, Inc., et al., Superior Court, San Diego County, California, filed June 10, 1997. In April 2001, the court granted in part plaintiffs’ motion for class certification and certified a class comprised of residents of California who smoked at least one of defendants’ cigarettes between June 1993 and April 2001 and who were exposed to defendants’ marketing and advertising activities in California. Certification was granted as to plaintiffs’ claims that defendants violated California Business and Professions Code Sections 17200 and 17500 pursuant to which plaintiffs allege that class members are entitled to reimbursement of the costs of cigarettes purchased during the class period and injunctive relief barring activities allegedly in violation of the Business and Professions Code. In September 2004, the trial court granted defendants’ motion for summary judgment as to plaintiffs’ claims attacking defendants’ cigarette advertising and promotion and denied defendants’ motion for summary judgment on plaintiffs’ claims based on allegedly false affirmative statements. Plaintiffs’ motion for rehearing was denied. In November 2004, defendants filed a motion

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to decertify the class based on a recent change in California law, which, in two July 2006 opinions, the California Supreme Court ruled applicable to pending cases. In March 2005, the court granted defendants’ motion. In April 2005, the court denied plaintiffs’ motion for reconsideration of the order that decertified the class. In May 2005, plaintiffs appealed. In September 2006, the California Court of Appeal, Fourth Appellate District, affirmed the trial court’s order decertifying the class. In November 2006, the California Supreme Court accepted review of the appellate court’s decision. The California Supreme Court is scheduled to hear the appeal on March 3, 2009.

Gurevitch, et al. v. Philip Morris USA Inc., et al., Superior Court, Los Angeles County, California, filed May 20, 2004. See Item 3. Legal Proceedings, for a discussion of this case.

Reynolds v. Philip Morris USA Inc., United States District Court, Southern District, California, filed September 20, 2005. See Item 3. Legal Proceedings, for a discussion of this case.

MSA-Related Cases

As discussed further in Item 3. Legal Proceedings, PM USA has been named as a defendant in several cases challenging the MSA. As further discussed in Item 3. Legal Proceedings, there are other cases in a number of states in which plaintiffs have challenged the MSA and/or legislation implementing it, but PM USA is not a defendant in these cases.

Possible Adjustments in MSA Payments for 2003, 2004, 2005 and 2006

See Item 3. Legal Proceedings, for a description of these proceedings.

Ignition Propensity Cases

Sarro v. Philip Morris USA Inc., United States District Court, Massachusetts, filed December 20, 2007. Plaintiff contends that a Marlboro cigarette caused a fire that led to an individual’s death. Plaintiff seeks $250,000 for property damage and an unspecified amount in damages for wrongful death. PM USA’s motion to dismiss the case is pending.

Walker, et al. v. Philip Morris USA, Inc., et al., United States District Court, Western District, Kentucky, filed February 1, 2008. Plaintiffs are the representatives and heirs of nine of the ten individuals who died in a house fire allegedly caused by a Marlboro Lights cigarette. Plaintiffs seek unspecified amounts in actual damages, punitive damages and interest. In addition to PM USA, the defendants named in the complaint include Altria Group, Inc. On February 23, 2009, the court, upon motion of the defendants, dismissed plaintiffs’ claims.

UST LITIGATION

The following lists certain actions pending against UST and/or its subsidiaries as of February 24, 2009.

Vassallo v. United States Tobacco Co., et al., Circuit Court of the Judicial District, Miami-Dade County, Florida, filed November 12, 2002.

Hill, et al. v. U.S. Smokeless Tobacco Company, Connecticut Superior Court, filed March 7, 2005.

LaChance, et al. v. United States Tobacco Company, et al., Superior Court of New Hampshire, Strafford County, filed November 4, 2003.

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In re Massachusetts Smokeless Tobacco Litigation, Superior Court of Massachusetts, Suffolk County, filed January 23, 2003.

Hunt v. United States Tobacco Co., et al., Court of Common Pleas, Philadelphia County, Pennsylvania, Civil Trial Division, filed February 23, 2006. The case has been removed to the United States District Court for the Eastern District of Pennsylvania.

Smokeless Tobacco Cases I—IV, Superior Court, State of California, San Francisco, filed March 25, 2003.

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EX-99.2

Exhibit 99.2

TRIAL SCHEDULE FOR CERTAIN CASES

Below is a schedule setting forth by month the number of individual smoking and health cases against PM USA that are currently scheduled for trial through the end of 2009.

2009

Individual Smoking & Health

June (1)

August (1)

October (1)

November (1)

December (1)

Engle-Progeny

March (1)

April (1)

June (1)

July (1)

August (1)

September (1)

October (1)