(Reverse of Note)
ALTRIA GROUP, INC.
This Note is one of a duly
authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the Securities) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to $500,000,000
(except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture, dated as of November 4, 2008, among the Company, Philip Morris USA Inc., as Guarantor, and Deutsche Bank Trust Company
Americas, as Trustee (herein called the Indenture), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the
Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture,
the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption
provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series
of the Securities designated therein as 6.200% Notes due 2028 (the Notes).
Guarantee
The Notes have the benefit of the unconditional guarantee by the Guarantor to pay the principal of, and premium, if any, and interest, if any,
on the Notes, according to the terms of and as more fully described in the Indenture and the related Guarantee Agreement executed by the Guarantor on the date hereof.
Optional Redemption
Prior to
October 1, 2028 (the date that is one month prior to the scheduled maturity date for the Notes) (the 2028 par call date), the Company may, at its option, redeem the Notes, in whole at any time or in part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) from time to time. The redemption price will be equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of each remaining
scheduled payment of principal and interest that would be due if such notes matured on the 2028 par call date (exclusive of interest accrued to the date of redemption) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30- day months), at a rate equal to the applicable Treasury Rate (as defined below) plus 25 basis points plus, in either case, accrued and
unpaid interest thereon, if any, to, but excluding, the redemption date.
On or after the 2028 par call date, the Company may, at its
option, redeem the Notes, in whole at any time or in part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued
and unpaid interest, if any, thereon to, but excluding, the date of redemption.
Comparable Treasury Issue means the U.S.
Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of each series of notes to be redeemed that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such notes assuming, for this purpose, that the Notes matured on the 2028 par call date.
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