The following table shows the number of shares of common stock beneficially owned as of April 1, 2008, by each director, nominee for director, executive officer named in the Summary Compensation Table, our newly elected CFO and the directors and executive officers of the Company as a group. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown. The beneficial ownership of each director and executive officer is less than 1% of the outstanding shares.

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(1) |
Group consists of Company’s directors and officers following the March 28, 2008 spin-off of PMI. |
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(2) |
Includes maximum number of shares as to which these individuals can acquire beneficial ownership upon the exercise of stock options that are currently vested or that will vest before June 1, 2008 as follows: Dr. Bailey, 14,334; Mr. Beran, 164,578; Mr. Calantzopoulos, 63,326; Mr. Camilleri, 1,841,540; Mr. Jones, 2,295; Mr. Parrish, 772,635; Mr. Szymanczyk, 710,914; Mr. Wall, 987,539; and group, 1,525,256. Also includes shares of restricted common stock as follows: Mr. Beran, 17,860; Mr. Camilleri, 371,900; Mr. Szymanczyk, 90,650; Mr. Wall, 95,450; and group, 171,970.
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(3) |
Includes shares as to which beneficial ownership is disclaimed by Mr. Parrish, 4,000 (shares held by children). Also includes 401,740 additional shares as to which voting and/or investment power is shared with or controlled by another person and as to which beneficial ownership is not disclaimed, as follows: Mr. Devitre, 50,485 (shares held in GRAT); Mr. Huntley, 3,600 (shares held in joint tenancy); and Mr. Parrish, 347,655 (shares held in family trust). Also includes shares of deferred stock as follows: Dr. Bailey, 14,662; Mr. Beran, 77,298; Mr. Calantzopoulos, 60,332; Mr. Camilleri, 152,527; Mr. Jones, 14,434; Mr. Muñoz, 5,672; Mr. Szymanczyk, 128,102; and Mr. Wall, 33,564; and group, 571,110. Mr. Camilleri’s deferred stock total reflects the cancellation of his 2008 Altria deferred stock grant (330,280 shares, which were replaced by a grant of PMI deferred stock) following the March 28, 2008 spin-off of PMI. |
In addition to the shares shown in the table above, as of April 1, 2008, those directors who participate in the Company’s director deferred fee program had the following Altria share equivalents allocated to their accounts: Dr. Bailey, 19,868; Mr. Huntley, 14,308; and Mr. Muñoz, 2,198. See “Compensation of Directors” on pages 14 and 15 for a description of the deferred fee program for directors.
Section 16(a) Beneficial Reporting Compliance
The Company believes that during 2007 all reports for the Company’s executive officers and directors that were required to be filed under Section 16 of the Securities Exchange Act of 1934 were filed on a timely basis. |