0001193125-11-015974 Sample Contracts

THE ALTRIA GROUP, INC. RESTRICTED STOCK AGREEMENT (January 25, 2011)
Restricted Stock Agreement • January 27th, 2011 • Altria Group, Inc. • Cigarettes • Virginia

ALTRIA GROUP, INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2011 Restricted Stock Award section of the Award Statement (the “Employee”) under the Altria Group, Inc. 2010 Performance Incentive Plan (the “Plan”) a Restricted Stock Award (the “Award”) dated January 25, 2011 (the “Award Date”), with respect to the number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the 2011 Restricted Stock Award section of the Award Statement (the “Shares”), all in accordance with and subject to the following terms and conditions of this Restricted Stock Agreement (the “Agreement”):

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THE ALTRIA GROUP, INC. DEFERRED STOCK AGREEMENT FOR ALTRIA GROUP, INC. COMMON STOCK (January 25, 2011)
Performance Incentive Plan • January 27th, 2011 • Altria Group, Inc. • Cigarettes • Virginia

ALTRIA GROUP, INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2011 Deferred Stock Award section of the Award Statement (the “Employee”) under the Altria Group, Inc. 2010 Performance Incentive Plan (the “Plan”) a Deferred Stock Award (the “Award”) dated January 25, 2011 (the “Award Date”), with respect to the number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the 2011 Deferred Stock Award section of the Award Statement (the “Deferred Shares”), all in accordance with and subject to the following terms and conditions of this Deferred Stock Agreement (the “Agreement”):

EXECUTIVE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Executive Confidentiality and Non-Competition • January 27th, 2011 • Altria Group, Inc. • Cigarettes • Virginia

In consideration of my 2011 stock award and other good and valuable consideration, the sufficiency of which is acknowledged, the Company and I agree to this Executive Confidentiality and Non-Competition Agreement (“Agreement”).

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