Exhibit 1.2

ALTRIA GROUP, INC.

(the “Company”)

Debt Securities

TERMS AGREEMENT

June 8, 2010                                    

ALTRIA GROUP, INC.

PHILIP MORRIS USA INC.

6601 West Broad Street

Richmond, Virginia 23230

Attention:	Salvatore Mancuso
	Vice President and Treasurer

Dear Ladies and Gentlemen:

On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of November 4, 2008 in connection with Altria Group, Inc.’s and Philip Morris USA Inc.’s registration statement on Form S-3 (No. 333-155009) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities (“Securities”) on the following terms:

Debt Securities

Title:

4.125% Notes due 2015 (the “Notes”).

Principal Amount:

$800,000,000.

Interest Rate:

4.125% per annum from June 11, 2010, payable semiannually in arrears on March 11 ^th and September 11^th, commencing March 11, 2011, to holders of record on the preceding February 24 or August 27, as the case may be.

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Maturity:

September 11, 2015.

Currency of Denomination:

United States Dollars ($).

Currency of Payment:

United States Dollars ($).

Form and Denomination:

Book-entry form only represented by one or more global securities deposited with The Depository Trust Company, including its participants Clearstream or Euroclear, or their respective designated custodian, in denominations of $2,000 and $1,000 integral multiples thereof.

Change of Control:

Upon the occurrence of both (i) a change of control of the Company 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 period, the Company 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 the Notes of such series, plus accrued and unpaid interest to the date of repurchase as and to the extent set forth under the caption “Description of Notes—Repurchase Upon Change of Control Triggering Event” in the prospectus supplement.

Conversion Provisions:

None.

Optional Tax Redemption:

The Company may redeem all, but not part, of the Notes of each series upon the occurrence of specified tax events described under the caption “Description of Notes—Redemption for Tax Reasons” in the prospectus supplement.

Option to Elect Repayment:

None.

Sinking Fund:

None.

Guarantor:

Philip Morris USA Inc.

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In addition to the Events of Default set forth in the Indenture, dated as of November 4, 2008 (the “Indenture”) among the Company, the Guarantor and Deutsche Bank Trust Company Americas, as and to the extent set forth under the caption “Description of Notes—Subsidiary Guarantee” in the prospectus supplement, each of the following will constitute an Event of Default (within the meaning of the Indenture) with respect to the Notes: (i) the Guarantor or a court takes certain actions relating to bankruptcy, insolvency or reorganization of the Guarantor and (ii) the Guarantor’s guarantee with respect to the Notes is determined to be unenforceable or invalid or for any reason ceases to be in full force and effect as permitted by the Indenture of the Guarantee Agreement, or the Guarantor repudiates its obligations under such guarantee.

Listing:

None.

Delayed Delivery Contracts:

None.

Payment of Additional Amounts:

In addition, the Company shall pay Additional Amounts to holders as and to the extent set forth under the caption “Description of Notes—Payment of Additional Amounts” in the prospectus supplement.

Purchase Price:

98.974% of the principal amount, plus accrued interest, if any, from June 11, 2010.

Expected Reoffering Price:

99.574% of the principal amount, plus accrued interest, if any, from June 11, 2010.

Names and Addresses of Representatives of the Several Underwriters:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, New York 10010

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attn: Investment Grade Debt Capital Markets—Syndicate Desk

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The respective principal amounts of the Securities to be severally purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto.

Except as set forth below, the provisions of the Underwriting Agreement are incorporated herein by reference and the following provisions are hereby added thereto and made a part thereof:

1. For purposes of the Underwriting Agreement, the “Applicable Time” is 1:50 P.M. New York City time, on the date of this Terms Agreement.

2. For purposes of Section 5(d)(xi) of the Underwriting Agreement, the descriptions of contracts and other documents referred to in such counsel’s opinion shall include, but not be limited to, the information appearing under the captions “The Company,” “Description of Debt Securities,” “Description of Guarantees of Debt Securities,” “Description of Notes,” and “Underwriting” in the prospectus supplement.

3. For purposes of Section 6 of the Underwriting Agreement, the only information furnished to the Company and Philip Morris USA Inc. by the Underwriters for use in the prospectus supplement consists of the following information: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” in the prospectus supplement and the information contained in the fifth, sixth and seventh paragraphs under the caption “Underwriting” in the prospectus supplement.

The Closing will take place at 9:00 A.M., New York City time, on June 11, 2010, at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166.

The Securities will be made available for checking and packaging at the offices of Hunton & Williams LLP, 200 Park Avenue, New York, New York 10166 at least 24 hours prior to the Closing Date.

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Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us.

Very truly yours,
BARCLAYS CAPITAL INC.
By:	/s/ Pamela Kendall
Name:	Pamela Kendall
Title:	Director
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Robert McMinn
Name:	Robert McMinn
Title:	Managing Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ David Greenberg
Name:	David Greenberg
Title:	Managing Director
By:	/s/ John McCabe
Name:	John McCabe
Title:	Director
Acting as Representatives of the several Underwriters

Signature Page to Terms Agreement

Accepted:
ALTRIA GROUP, INC.
By:	/s/ Salvatore Mancuso
Name:	Salvatore Mancuso
Title:	Vice President and Treasurer
PHILIP MORRIS USA INC.
By:	/s/ William F. Gifford, Jr.
Name:	William F. Gifford, Jr.
Title:	President and Chief Executive Officer
By:	/s/ Daniel J. Bryant
Name:	Daniel J. Bryant
Title:	Treasurer

Company Signature Page to Terms Agreement

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SCHEDULE A

DEBT SECURITIES

Underwriter	Principal Amount of 4.125% Notes due 2015
Barclays Capital Inc.	$	152,000,000.00
Credit Suisse Securities (USA) LLC		152,000,000.00
Deutsche Bank Securities Inc.		152,000,000.00
CastleOak Securities, L.P.		4,000,000.00
Citigroup Global Markets Inc.		42,000,000.00
Goldman, Sachs & Co.		42,000,000.00
HSBC Securities (USA) Inc.		42,000,000.00
J.P. Morgan Securities Inc.		42,000,000.00
Morgan Stanley & Co. Incorporated		42,000,000.00
RBS Securities Inc.		42,000,000.00
Santander Investment Securities Inc.		42,000,000.00
Scotia Capital (USA) Inc.		42,000,000.00
The Williams Capital Group, L.P.		4,000,000.00
Total	$	800,000,000.00

SCHEDULE B

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: None

(b) Issuer Free Writing Prospectuses included in the Pricing Disclosure Package: Final Term Sheet, attached as Schedule C hereto

(c) Additional Documents Incorporated by Reference: None

SCHEDULE C

Filed Pursuant to Rule 433

Registration No. 333-155009

June 8, 2010

FINAL TERM SHEET

Dated June 8, 2010

4.125% Notes due September 11, 2015
Issuer:	Altria Group, Inc.
Guarantor:	Philip Morris USA Inc.
Aggregate Principal Amount:	$800,000,000
Maturity Date:	September 11, 2015
Coupon:	4.125%
Interest Payment Dates:	Semi-annually on each March 11 and September 11, commencing March 11, 2011
Price to Public:	99.574% of principal amount
Benchmark Treasury:	2.125% due 05/31/2015
Benchmark Treasury Yield:	1.963%
Spread to Benchmark Treasury:	+225 bps
Yield:	4.213%
Settlement Date (T+3):	June 11, 2010

CUSIP / ISIN:	02209S AK9 / US02209SAK96
Anticipated Ratings:	Baa1    by Moody’s Investors Service, Inc. BBB    by Standard & Poor’s Ratings Services BBB+  by Fitch Ratings
Joint Book-Running Managers:	Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc.
Co-Managers:	CastleOak Securities, L.P. Citigroup Global Markets Inc. Goldman, Sachs & Co. HSBC Securities (USA) Inc. J.P. Morgan Securities Inc. Morgan Stanley & Co. Incorporated RBS Securities Inc. Santander Investment Securities Inc. Scotia Capital (USA) Inc. The Williams Capital Group, L.P.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 1-888-603-5847, Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037 or Deutsche Bank Securities Inc. toll free at 1-800-503-4611.