Altria Group, Inc. and UST Inc.

Announce Agreement for Altria to Acquire UST Inc.

September 8, 2008

Exhibit 99.2

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Safe Harbor

Statements in this presentation that are not reported financial results or other

historical information are “forward-looking statements”

within the meaning of

the Private Securities Litigation Reform Act of 1995.  Such forward-looking

statements are based on current plans, estimates and expectations, and are

not guarantees of future performance.  They are based on management’s

expectations that involve a number of business risks and uncertainties, any of

which

could

cause

actual

results

to

differ

materially

from

those

expressed

in

or

implied by the forward-looking statements.  The parties undertake no obligation

to publicly update or revise any forward-looking statement.  The risks and

uncertainties relating to the forward-looking statements in this presentation

include those described under the caption “Cautionary Factors that May Affect

Future Results”

in the parties’

respective Annual Reports for 2007, Quarterly

Reports

for

the

quarter

ended

June

30,

2008

and

in

the

September

8,

2008

press release announcing Altria’s agreement to acquire UST Inc.

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Other Information

In

connection

with

the

proposed

acquisition,

UST

intends

to

file

relevant

materials with the SEC, including a proxy statement on Schedule 14A. 

INVESTORS AND SHAREHOLDERS ARE URGED TO READ UST’S PROXY

STATEMENT AND ALL RELEVANT DOCUMENTS FILED WITH THE SEC

(WHEN THEY BECOME AVAILABLE) BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and shareholders will be able to obtain the documents free of charge

through the website maintained by the SEC at www.sec.gov.  A free copy of the

proxy statement and other relevant documents, when they become available,

also may be obtained from UST Inc., 6 High Ridge Park, Building A, Stamford,

Connecticut

06905-1323,

Attn:

Investor

Relations.

Investors

and

security

holders may access copies of the documents filed with the U.S. Securities and

Exchange Commission by UST on its website at www.ustinc.com.  Such

documents are not currently available.

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Other Information

Altria and UST and their respective directors and executive officers may be

deemed to be participants in the solicitation of proxies from UST’s shareholders

in connection with the merger.  Information about Altria’s directors and

executive officers is set forth in Altria’s proxy statement on Schedule 14A filed

with the SEC on April 24, 2008 and Altria’s Annual Report on Form 10-K filed

on February 28, 2008.  Information about UST’s directors and executive

officers is set forth in UST’s proxy statement on Schedule 14A filed with the

SEC on March 24, 2008 and UST’s Annual Report on Form 10-K filed on

February 22, 2008.  Additional information regarding the interests of

participants in the solicitation of proxies in connection with the merger will be

included in the proxy statement that UST intends to file with the SEC. 

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Altria & UST:  Transaction Overview

Altria agrees to acquire UST for $69.50 per share in cash

–

28.9% premium to three-month average UST share price

$11.7 billion enterprise value for UST

–

Includes assumption of $1.3 billion of debt

–

EV / EBITDA multiple of 12.1x

Subject to UST shareholder approval and customary regulatory

approvals

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Altria & UST:  Compelling Strategic Rationale

Expected to:

Create total tobacco platform with premier tobacco brands

including Marlboro, Copenhagen, Skoal

and Black & Mild

Generate annual synergies of approximately $250 million by 2011

Be accretive to Altria’s adjusted diluted earnings per share within

twelve months of closing

Enhance Altria’s ability to generate an attractive total shareholder

return that is expected to exceed its 12% goal

Diversify Altria’s revenues and operating income

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Altria’s Acquisition Criteria

Fits with Altria’s mission of owning and developing businesses

that responsibly provide superior branded products to adult

tobacco consumers

Enhances Altria’s ability to increase revenues and earnings

growth rates over the long-term

Exceeds Altria’s financial return hurdle rates

Utilizes and complements Altria’s existing strengths and

infrastructure

Allows Altria to leverage its strong and flexible balance sheet

Page 9

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Tobacco Category Dynamics

MST Category Growth

(Can

Shipments

-

Yearly

)

Tobacco Companies’

Profit Pools

(2007

Estimates

–

in

Billions)

Other Mfrs

Source:

NSDUH

2006

(Adult

users),

Maxwell

Reports

(April

2007),

ACNielsen,

Swedish

Match

2007

Annual

Report,

Altria

internal

estimates

and

*UST

RAD-SVT

26weeks

ended

6/14/08

per

UST

2Q

2008

Press

Release

July

24,

2008

$1.1

$0.6

PM USA

Middleton

USSTC

$8.8

$0.0

$1.0

$2.0

MST

Large Mass

Cigars

Cigarettes

$0.0

$5.0

$10.0

6.8%

7.7%

7.6%

4.7%

0%

10%

2005

2006

2007

2008 6

Months

YTD*

Page 10

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US Smokeless Tobacco’s Operating Profile

Over 70% of category’s pre-tax profit pool

(1)

56% adjusted operating margins

(2)

58% share of the MST category

(3)

Copenhagen

and

Skoal

have a combined category share of

almost 50%

(4)

Source: (1) UST internal estimates for 2007;  (2) UST Q4 2007 Press Release; Reconciliations of non-GAAP measures included in

this

presentation

to

most

comparable

GAAP

measures

are

set

forth

on

a

subsequent

slide

and

also

are

available

on

Altria’s

and

UST’s

respective websites at altria.com and ustinc.com; (3) UST Q2 2008 Press Release July 24, 2008; (4) UST internal estimates

Page 11

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USSTC’s Brands Lead the Smokeless Category

Share of MST Category

USSTC’s Brands

•

Copenhagen

•

Skoal

•

Red Seal

•

Husky

Source:  UST Q2 Earnings Press Release July 24, 2008

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Altria’s and UST’s Common Philosophies

Responsibly marketing high quality premium-branded products

Investing in brand-building equity programs

Developing innovative new products

Reducing costs through disciplined cost management

Addressing societal concerns relevant to their respective

businesses

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Expected Acquisition Benefits to UST

Combines experience and knowledge in managing highly

profitable premium brands

Provides access to more comprehensive infrastructure and

resources of Altria’s companies

Enhances efficiency and profitability

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Expected Acquisition Benefits to Altria

Accretive to Altria’s adjusted diluted earnings per share within

twelve months of closing

Generates an attractive double-digit economic return

Grows and diversifies Altria’s revenues and operating income

Leverages Altria’s strong balance sheet

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Altria’s Anticipated Cash Return to Shareholders

Modified three-year (2008-2010) $4.0 billion share repurchase

program

–

Spent $1.2 billion purchasing shares in 2008

–

Expect to resume purchasing shares in 2009

Altria anticipates a 75% dividend payout ratio post-transaction

–

Current annualized dividend rate of $1.28 per common share

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Altria & UST:  Planning and Approvals

Transition planning by companies to occur over the coming

months

Transaction subject to UST shareholder and customary

regulatory approvals which will be pursued promptly

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Altria & UST: A Compelling Transaction

Demonstrates Altria’s commitment to deliver superior

shareholder return over the long-term

Advances Altria’s mission to own and develop businesses that

are leaders in responsibly providing adult tobacco consumers

with superior branded products

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Regulation G Disclosure

Reconciliation –

Non-GAAP Financial Measures

Source: UST Q4 2007 Press Release, reconciliation between GAAP and non-GAAP financial measures.

($ -

Millions)

2007

Smokeless Tobacco GAAP Operating Profit

715.7

$      

Other Items:

Antitrust litigation

137.1

Restructuring charges

8.2

Adj. non-GAAP operating profit (excluding above items)

861.0

$      

Smokeless Tobacco net sales

1,546.6

$   

Adj. Operating Margin

55.7%

(2007 Adj. non-GAAP operating profit divided by 2007 smokeless tobacco net sales)

Reconciliation to UST Inc.'s  2007 Reported Financial Statements