First Supplemental Indenture, dated February 13, 2008

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”).

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.

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) 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.

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.

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