Compensation Committee Matters

(Continued)

Outstanding Equity Awards (Altria) as of December 31, 2007

(1)	These awards vest according to the following schedule:  Grant Date:  Vesting Schedule:  1/31/2007  100% of award vests on 2/12/2010.  1/25/2006  100% of award vests on 2/11/2009.  1/26/2005  100% of award vested on 2/04/2008.   1/29/2003  100% of award vested on 2/03/2011.   6/23/1998  100% of award vested on 6/23/2008.
(2)	Unlike deferred stock awards granted prior to 2007, deferred stock awards granted on January 31, 2007 to Altria employees were not split into both Altria and Kraft awards. Instead, the number of Altria deferred shares awarded was increased to preserve the intrinsic value of the award as follows: Mr. Camilleri’s award increased from 114,470 shares to 152,527 shares; Messrs. Calantzopoulos and Devitre’s awards increased from 24,040 shares to 32,032 shares; Mr. Parrish’s award increased from 22,900 shares to 30,513 shares and Messrs. Szymanczyk and Wall’s awards increased from 25,190 shares to 33,564 shares. See “Treatment of Compensation and Benefit Programs At Completion of the Spin-Off of Kraft” for how options and stock awards have been adjusted to reflect the spin-off of Kraft.
(3)	Dividends and dividend equivalents paid in 2007 on outstanding Altria restricted and deferred stock awards for each of our named executive officers were as follows: Mr. Camilleri, $2,028,553; Mr. Calantzopoulos, $289,712; Mr. Devitre, $270,919; Mr. Parrish, $464,525; Mr. Szymanczyk, $501,224; and Mr. Wall, $516,392.
(4)	Based on closing market price of Altria on 12/31/07 of $75.58.