ALTRIA GROUP, INC. (Form: 8-K, Received: 02/15/2008 15:31:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2008

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia

1-8940

13-3260245

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


120 Park Avenue, New York, New York		10017-5592
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 663-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events

On February 13, 2008, Altria Group, Inc. (“Altria”) issued a press release attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting the results achieved to date for the previously announced cash tender offers and consent solicitations by Altria and its subsidiary, Altria Finance (Cayman Islands) Ltd. (“Altria Finance”), for (i) any and all of Altria’s outstanding notes and debentures denominated in USD (the “USD Notes”) and (ii) Altria Finance’s bearer bonds denominated in EUR (the “EUR Bonds” and, together with the USD Notes, the “Notes”), and announcing that Altria has received the requisite consents to enter into supplemental indentures with respect to the USD Notes.

As a result of obtaining the required consents for the USD Notes, Altria has executed and delivered a First Supplemental Indenture and a Third Supplemental Indenture (collectively, the “Supplemental Indentures”) setting forth amendments to the applicable indentures governing the USD Notes. The Supplemental Indentures provide that the amendments will become operative only when Altria accepts for payment validly tendered USD Notes and validly delivered consents with respect to the USD Notes. Copies of the First and Third Supplemental Indentures are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference.

Altria also announced that it and Altria Finance are amending the terms of their respective tender offers and consent solicitations to make the applicable consent payment available to all holders who (i) validly tender their Notes pursuant to the tender offers, and thereby deliver related consents pursuant to the consent solicitations, or (ii) validly deliver consents without tendering the Notes prior to the expiration of the tender offers and consent solicitations, full details of which are set forth in the press release.

This Current Report on Form 8-K shall not constitute an offer to purchase nor a solicitation of acceptance of the offer to purchase the Notes, which are being made only pursuant to the applicable Offer to Purchase and Consent Solicitation Statement, as amended, of Altria and Altria Finance, as applicable.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits



4.1		First Supplemental Indenture, dated February 13, 2008, between Altria and The Bank of New York, as Trustee.

4.2		Third Supplemental Indenture, dated February 13, 2008, between Altria and The Bank of New York, as Trustee.

99.1		Press release issued by Altria on February 13, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


ALTRIA GROUP, INC.

By:		/s/ G. Penn Holsenbeck
Name:		G. Penn Holsenbeck
Title:		Vice President, Associate General Counsel and Corporate Secretary

DATE: February 15, 2008

INDEX TO EXHIBITS


Exhibit No.		Description

4.1		First Supplemental Indenture, dated February 13, 2008, between Altria and The Bank of New York, as Trustee.

4.2		Third Supplemental Indenture, dated February 13, 2008, between Altria and The Bank of New York, as Trustee.

99.1		Press release issued by Altria on February 13, 2008.

Exhibit 4.1

THIS FIRST SUPPLEMENTAL INDENTURE , dated as of February 13, 2008, is between ALTRIA GROUP, INC. (formerly known as Philip Morris Companies Inc.), a Virginia corporation (hereinafter called the “Company”), having its principal office at 120 Park Avenue, New York, New York 10017, and THE BANK OF NEW YORK (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), a New York corporation, as trustee (hereinafter called the “Trustee”).

RECITALS

The Company and the Trustee are parties to an Indenture, dated as of December 2, 1996 (the “Indenture”), relating to the issuance from time to time by the company of its Debt Securities on terms to be specified at the time of issuance. Capitalized terms herein, not otherwise defined, shall have the meanings given them in the Indenture.

The Company has requested that the Trustee join with it in the execution and delivery of this First Supplemental Indenture in order to amend Article Eight of the Indenture to clarify the applicability of such article to the Company’s proposed distribution to its stockholders of 100% of the outstanding common stock of Philip Morris International Inc., a Virginia corporation.

Pursuant to Section 902 of the Indenture, the Company must obtain the consents of more than 50% in aggregate principal amount of the Outstanding Securities of each series of Securities then Outstanding that is affected by a proposed amendment to the Indenture. To date the Company has obtained consents, pursuant to an Offer to Purchase and Consent Solicitation Statement, dated January 31, 2008 (the “Offer to Purchase”), of holders of more than 50% of the outstanding aggregate principal amount of each of the 5.625% Notes due 2008 (CUSIP - 02209SAB9), 7.000% Notes due 2013 (CUSIP - 02209SAA1) and 7.750% Notes due 2027 (CUSIP - 718154CF2) (collectively, the “Consenting Securities”) to amend the Indenture as set forth herein and to execute and deliver this First Supplemental Indenture.

The Company has furnished the Trustee with an Opinion of Counsel complying with the requirements of Section 903 of the Indenture, stating that the execution of this First Supplemental Indenture is authorized or permitted by the Indenture, and has delivered to the Trustee a Board Resolution authorizing the execution and delivery of this First Supplemental Indenture and an Officer’s Certificate, together with such other documents as may have been required by Section 102 of the Indenture.

All things necessary to make this First Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Securities, as follows:

A. AMENDMENT TO THE INDENTURE

1. Section 801 of the Indenture is amended to read in its entirety as follows:

(a) The Company shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless:

(1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee for each series of Securities, in form satisfactory to each such Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, (including all additional amounts, if any, payable pursuant to Sections 516 or 1010) on all the Securities and any related coupons and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default with respect to any series of Securities, and no event which, after notice or lapse of time, or both, would become an Event of Default with respect to any series of Securities, shall have happened and be continuing;

(3) the successor corporation assuming the Securities and coupons shall have agreed, by supplemental indenture, to indemnify the individuals liable therefor for the amount of United States federal estate tax paid solely as a result of such assumption in respect of Securities and coupons held by individuals who are not citizens or residents of the United States at the time of their death; and

(4) the Company has delivered to the Trustee for each series of Securities an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

(b) For purposes of the provisions of Section 801(a), the distribution by the Company to its stockholders of 100% of the shares of Common Stock of PMI shall be deemed not to be a conveyance or transfer of the properties and assets of the Company substantially as an entirety and shall be exempted from any determination as to whether a conveyance or transfer constitutes (or series of conveyances or transfers) constitutes the conveyance or transfer of the properties and assets of the Company substantially as an entirety.

“ Common Stock of PMI ” means the common stock, no par value per share, of PMI.

“ PMI ” means Philip Morris International Inc., a Virginia corporation.

B. GENERAL PROVISIONS

1. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same, except for the recital indicating the Trustee’s approval of the form of this First Supplemental Indenture. The Trustee makes no representation as to the validity or sufficiency of this First Supplemental Indenture.

2. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

3. All provisions of this First Supplemental Indenture shall be deemed to be incorporated in, and made part of, the Indenture; and the Indenture, as supplemented by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

4. The Trustee accepts the trust created by the Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions in the Indenture, as supplemented by this First Supplemental Indenture.

5. The First Supplemental Indenture shall become effective upon the execution thereof by the Company and the Trustee. The provisions of this First Supplemental Indenture shall become operative on the first date that the Company (a) accepts for payment notes and/or consents representing a majority in aggregate principal amount of each series of the Consenting Securities pursuant to the Offer to Purchase and (b) provides notice of such acceptance to the Trustee.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date and year first above written.


ALTRIA GROUP, INC.

By:		/s/ Amy J. Engel
		Name: Amy J. Engel
		Title: Vice President and Treasurer

THE BANK OF NEW YORK, as Trustee

By:		/s/ Christopher Greene
		Name: Christopher Greene
		Title: Vice President

[Signature page to First Supplemental Indenture]

Exhibit 4.2

THIS THIRD SUPPLEMENTAL INDENTURE , dated as of February 13, 2008, is between ALTRIA GROUP, INC. (formerly known as Philip Morris Companies Inc.), a Virginia corporation (hereinafter called the “Company”), having its principal office at 120 Park Avenue, New York, New York 10017, and THE BANK OF NEW YORK (as successor in interest to JPMorgan Chase Bank, formerly known as Chemical Bank), a New York corporation, as trustee (hereinafter called the “Trustee”).

RECITALS

The Company and the Trustee are parties to an Indenture, dated as of August 1, 1990, as supplemented and amended by a First Supplemental Indenture, dated as of February 1, 1991 and a Second Supplemental Indenture, dated as of January 21, 1992 (collectively, the “Indenture”), relating to the issuance from time to time by the company of its Debt Securities on terms to be specified at the time of issuance. Capitalized terms herein, not otherwise defined, shall have the meanings given them in the Indenture.

The Company has requested that the Trustee join with it in the execution and delivery of this Third Supplemental Indenture in order to amend Article Eight of the Indenture to clarify the applicability of such article to the Company’s proposed distribution to its stockholders of 100% of the outstanding common stock of Philip Morris International Inc., a Virginia corporation.

As required by Section 902 of the Indenture, the Company has obtained the consents, pursuant to an Offer to Purchase and Consent Solicitation Statement, dated January 31, 2008 (the “Offer to Purchase”), of holders of at least a majority of the outstanding aggregate principal amount of the 7.650% Notes due 2008 (CUSIP - 718154CC9) (the “Notes”) to amend the Indenture as set forth herein and to execute and deliver this Third Supplemental Indenture.

The Company has furnished the Trustee with an Opinion of Counsel complying with the requirements of Section 903 of the Indenture, stating that the execution of this Third Supplemental Indenture is authorized or permitted by the Indenture, and has delivered to the Trustee a Board Resolution authorizing the execution and delivery of this Third Supplemental Indenture and an Officer’s Certificate, together with such other documents as may have been required by Section 102 of the Indenture.

All things necessary to make this Third Supplemental Indenture a valid agreement of the Company and the Trustee and a valid amendment of and supplement to the Indenture have been done.

NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Securities, as follows:

A. AMENDMENT TO THE INDENTURE

1. Section 801 of the Indenture is amended to read in its entirety as follows:

(a) The Company shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person unless:

(1) the corporation formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee for each series of Securities, in form satisfactory to each such Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, (including all additional amounts, if any, payable pursuant to Sections 516 or 1011) on all the Securities and any related coupons and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(b) For purposes of the provisions of Section 801(a), the distribution by the Company to its stockholders of 100% of the shares of Common Stock of PMI shall be deemed not to be a conveyance or transfer of the properties and assets of the Company substantially as an entirety and shall be exempted from any determination as to whether a conveyance or transfer (or series of conveyances or transfers) constitutes the conveyance or transfer of the properties and assets of the Company substantially as an entirety.

“ Common Stock of PMI ” means the common stock, no par value per share, of PMI.

“ PMI ” means Philip Morris International Inc., a Virginia corporation.

B. GENERAL PROVISIONS

1. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same, except for the recital indicating the Trustee’s approval of the form of this Third Supplemental Indenture. The Trustee makes no representation as to the validity or sufficiency of this Third Supplemental Indenture.

3. All provisions of this Third Supplemental Indenture shall be deemed to be incorporated in, and made part of, the Indenture; and the Indenture, as supplemented by this Third Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

4. The Trustee accepts the trust created by the Indenture, as supplemented by this Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions in the Indenture, as supplemented by this Third Supplemental Indenture.

5. This Third Supplemental Indenture shall become effective upon the execution thereof by the Company and the Trustee. The provisions of this Third Supplemental Indenture shall become operative on the first date that the Company (a) accepts for payment Notes and/or consents representing a majority in aggregate principal amount of the Notes pursuant to the Offer to Purchase and (b) provides notice of such acceptance to the Trustee.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date and year first above written.


ALTRIA GROUP, INC.

By:		/s/ Amy J. Engel
		Name: Amy J. Engel
		Title: Vice President and Treasurer

THE BANK OF NEW YORK, as Trustee

By:		/s/ Christopher Greene
		Name: Christopher Greene
		Title: Vice President

[Signature page to Third Supplemental Indenture]

Exhibit 99.1

ALTRIA ANNOUNCES RECEIPT OF REQUISITE CONSENTS FOR US DOLLAR NOTES AND AMENDMENTS TO TENDER OFFERS AND CONSENT SOLICITATIONS

NEW YORK, NY FEBRUARY 13, 2008 – Altria Group, Inc. (“Altria”) (NYSE: MO) today announced the results achieved to date for the previously announced cash tender offers and consent solicitations by Altria and its subsidiary, Altria Finance (Cayman Islands) Ltd. (“Altria Finance”), for any and all of Altria’s outstanding notes and debentures denominated in USD (“USD Notes”) and Altria Finance’s bearer bonds denominated in EUR (“EUR Bonds”), in each case listed in the tables below (collectively, “Notes”). As further explained below, Altria has received the requisite consents to enter into supplemental indentures with respect to the USD Notes.

Altria also announced that, in order to continue to provide all holders with the opportunity to receive the maximum amounts payable pursuant to the tender offers and consent solicitations, Altria and Altria Finance are amending the terms of their respective tender offers and consent solicitations to make the applicable consent payment available to all holders who (1) validly tender their Notes pursuant to the tender offers, and thereby deliver related consents pursuant to the consent solicitations, or (2) validly deliver consents without tendering the related Notes pursuant to the consent solicitations prior to the expiration of the tender offers and consent solicitations at 5:00 p.m., New York City time, on Friday, February 29, 2008, in the case of the tender offers and consent solicitations for the USD Notes, and 5:00 p.m., Frankfurt time, on Friday, February 29, 2008, in the case of the tender offer and consent solicitation for the EUR Bonds, unless extended or earlier terminated (the “Expiration Date”).

Results to Date Tender Offers and Consent Solicitations

USD Notes

Adoption of amendments to the indentures under which the USD Notes were issued to clarify the application of certain provisions of such indentures to Altria’s planned spin-off of Philip Morris International Inc. requires the receipt of consents from the holders of at least a majority in outstanding aggregate principal amount of each series of USD Notes issued under the applicable indenture. As of 5:00 p.m., New York City time, on Wednesday, February 13, 2008 (“USD Consent Payment Deadline”), Altria had received tenders of USD Notes and consents in the following amounts:


Title of Securities	CUSIP Number	Outstanding Principal Amount	Aggregate Principal Amount of USD Notes/Consents Tendered	Percentage of Outstanding USD Notes/Consents Tendered
7.650% Notes due 2008	718154CC9	$350,000,000	$249,136,000	71.18%
5.625% Notes due 2008	02209SAB9	$500,000,000	$353,517,000	70.70%
7.000% Notes due 2013	02209SAA1	$1,000,000,000	$939,701,000	93.97%
7.750% Debentures due 2027	718154CF2	$750,000,000	$710,448,000	94.73%

As a result, Altria has received the requisite Consents to enter into supplemental indentures to amend the indentures governing the USD Notes, and Altria and the trustee have executed and delivered such supplemental indentures. The amendments set forth in the supplemental indentures, which became effective immediately upon the execution by Altria and the trustee of such supplemental indentures, will not become operative with respect to a series of USD Notes unless and until Altria accepts for payment USD Notes of such series validly tendered (and not validly withdrawn) pursuant to the applicable tender offer and the Consents with respect to USD Notes of such series validly delivered (and not validly revoked) pursuant to the applicable consent solicitation.

EUR Bonds

Adoption of amendments to Altria’s guarantee of the EUR Bonds to clarify the application of certain provisions thereof to the spin-off requires the receipt of consents from the holders of at least a majority in outstanding aggregate principal amount of the EUR Bonds. As of 5:00 p.m., Frankfurt time, on Wednesday, February 13, 2008 (“EUR Consent Payment Deadline”), Altria Finance had received tenders of EUR Bonds and consents in the following amounts:

Title of Securities

ISIN/WKN

Outstanding

Principal Amount

Aggregate Principal

Amount of EUR

Bonds/Consents

Tendered

Percentage of the

Outstanding EUR

Bonds/Consents

Tendered

5.625% Bearer Bonds 1998/2008

DE0002484557/248455

€1,022,583,762.39

€412,911,938.66

40.38%

Amendments to Tender Offers and Consent Solicitations

Altria and Altria Finance are amending the terms of their respective tender offers and consent solicitations to provide that holders who (1) validly tender their Notes pursuant to the tender offers, and thereby deliver related Consents pursuant to the consent solicitations, or (2) validly deliver Consents without tendering the related Notes pursuant to the consent solicitations prior to the applicable Expiration Date will receive the applicable consent payment for Notes validly tendered pursuant to the tender offers or for Consents validly delivered without tendering the related Notes pursuant to the consent solicitations. Accordingly, all holders who validly tender Notes pursuant to the tender offers prior to the applicable Expiration Date will be eligible to receive the applicable total consideration. Rights to withdraw Notes tendered pursuant to the tender offers or revoke Consents delivered pursuant to the consent solicitations have terminated.

Neither Altria nor Altria Finance is amending or modifying any other terms or conditions of its respective tender offers and consent solicitations. Altria’s tender offers and consent solicitations are being made pursuant to the terms and conditions set forth in Altria’s Offer to Purchase and Consent Solicitation Statement, dated January 31, 2008, and the related Letter of Transmittal and Consent, as amended hereby and by Altria’s press release, dated February 8, 2008. Altria Finance’s tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in Altria Finance’s Offer to Purchase and Consent Solicitation Statement, dated January 31, 2008, as amended hereby.

Please refer to the tender offer and consent solicitation documents for the complete terms of the tender offers and consent solicitations. Each of the tender offers and consent solicitations is subject to the satisfaction or waiver of certain conditions, as specified in the tender offer and consent solicitation documents.

Information Relating to Tender Offers and Consent Solicitations

Goldman, Sachs & Co. and Citi are the Dealer Managers for the USD Notes tender offers and Solicitation Agents for the USD Notes consent solicitations. Investors with questions regarding the USD Notes may contact Goldman, Sachs & Co. at (212) 357-4692 or (800) 828-3182 (toll-free) and Citi at (800) 558-3745 (toll-free). Global Bondholder Services Corporation is the Information Agent and Depositary and can be contacted at the following numbers: banks and brokers (212) 430-3774 (collect), all others (866) 470-3700 (toll-free).

Goldman Sachs International and Deutsche Bank AG, London Branch are the Dealer Managers for the EUR Bonds tender offer and Solicitation Agents for the EUR Bonds consent solicitation. Investors with questions regarding the EUR Bonds may contact Goldman Sachs International at +44 (0) 20 7774 4686 and Deutsche Bank AG, London Branch at +44 (0) 20 7545 8011. Deutsche Bank AG, London Branch is the Tender Agent and can be contacted at +44 (0) 20 7547 5000.

This press release is neither an offer to sell nor a solicitation of offers to buy any of these securities. The tender offers and consent solicitations are being made only pursuant to the offer documents, including the applicable Offer to Purchase and Consent Solicitation Statement distributed by Altria or Altria Finance, as the case may be. The tender offers and consent solicitations are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Altria, Altria Finance, the Dealer Managers, the Solicitation Agents, the Depositary, the Information Agent, Tender Agent, the Fiscal Agent or the Trustee makes any recommendation in connection with the tender offers or the consent solicitations. Please refer to the offer documents for a description of offer terms, conditions, disclaimers, and risk factors.

The distribution of the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation in certain jurisdictions may be restricted by law. Persons into whose possession Altria Finance’s Offer to Purchase and Consent Solicitation Statement comes are required by Altria Finance and the Dealer Managers to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation is not being made and the document has not been approved by an authorized person for the purpose of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”). Accordingly, the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation is not being distributed to, and must not be passed on to, the public in the United Kingdom. The communication of the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation or any other document issued in connection with Altria Finance’s tender offer and consent solicitation is directed only at those persons in the United Kingdom falling within the definition of Investment Professionals (as defined in Article 19(5) of the FSMA (Financial Promotion) Order 2001 (the “Order”) or persons who are within Article 49 (2)(a) to (d) of the Order or any person to whom it may otherwise lawfully be made (all such persons together being referred to as “relevant persons”). The Offer to Purchase and Consent Solicitation Statement (or any other document issued in connection with Altria Finance’s tender offer and consent solicitation) must not be acted upon or relied upon by persons who are not relevant persons. All applicable provisions of the FSMA must be complied with in respect of anything done in relation to the EUR Bonds in, from or otherwise involving the United Kingdom.

Belgium

In Belgium, Altria Finance’s tender offer and consent solicitation will not, directly or indirectly, be made to, or for the account of, any person other than to qualifying institutional investors referred to in article 3, 2° of the Belgian royal decree of 7 July 1999 on the Public Nature of Financial Transactions, each acting on their own account. This press release and the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation have not been and will not be submitted to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen) and accordingly may not be used in connection with any offer in Belgium, except as may otherwise be permitted by law.

France

Altria Finance’s tender offer and consent solicitation are not being made, directly or indirectly, to the public in the Republic of France. The Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation or any other offering material relating thereto may not be distributed to the public in the Republic of France and only qualified investors (investisseurs qualifiés), as defined in and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier and Decree No. 98-880 dated 1 October 1998 are eligible to accept Altria Finance’s tender offer and consent solicitation. Neither this press release nor the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation has been submitted for clearance to the Autorité des Marchés Financiers.

Italy

Altria Finance’s tender offer and consent solicitation are not being made in the Republic of Italy. The tender offer and consent solicitation, this press release and the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) or the Bank of Italy pursuant to Italian laws and regulations. Accordingly, holders of EUR Bonds are hereby notified that, to the extent such holders are Italian residents or persons located in the Republic of Italy, Altria Finance’s tender offer and consent solicitation is not available to them and they may not tender their EUR Bonds or deliver consents and, as such, any Electronic Tender Instruction received from such persons shall be ineffective and void, and neither the Offer to Purchase and Consent Solicitation Statement for Altria Finance’s tender offer and consent solicitation nor any other offering material relating to the tender offer, the consent solicitation or the EUR Bonds may be distributed or made available in the Republic of Italy.

Altria Group, Inc. Profile

As of December 31, 2007, Altria owned 100% of Philip Morris International Inc., Philip Morris USA Inc., John Middleton, Inc. and Philip Morris Capital Corporation, and approximately 28.6% of SABMiller plc. The brand portfolio of Altria’s tobacco operating companies includes such well-known names as Marlboro , L&M , Parliament , Virginia Slims and Black & Mild . Altria recorded 2007 net revenues from continuing operations of $73.8 billion.

Trademarks and service marks mentioned in this release are the registered property of, or licensed by, the subsidiaries of Altria Group, Inc.

Forward-Looking Statements

This press release contains forward-looking statements that involve a number of risks and uncertainties. Please refer to Altria Group, Inc.’s Form 10-Q for the period ended September 30, 2007 for a discussion of the risks and uncertainties to which Altria is subject.