Altria Group, Inc.
Deferred Fee Plan for Non-Employee Directors
(as amended and restated effective April 24, 2008)
SECTION 1. Purposes; Definitions.
The purpose of the Plan is to afford each Non-Employee Director the option to elect to defer the receipt of all or part of his or
her Compensation until such future date as he or she may elect pursuant to the terms and conditions of the Plan.
This Plan was previously named the 1992 Compensation Plan for Non-Employee Directors. This Plan is hereby amended and
restated effective April 24, 2008, and shall govern the rights of Participants on and after such date.
For purposes of the Plan, the following terms are defined as set forth below:
“Account” means an unfunded deferred compensation account established by the Company pursuant to the Deferred
Fee Program, consisting of one or more Subaccounts established in accordance with Section 3.2.2.
“Allocation Date” means any date on which an amount representing all or a part of a Participant’s Compensation is to be
credited to his or her Account pursuant to an effective Election Form. The Allocation Date for the Retainer shall be the
first day of each calendar quarter.
“Beneficiary” means any person or entity designated as such in a current Election Form. If there is no valid designation
or if no designated Beneficiary survives the Participant, the Beneficiary is the Participant’s estate.
“Board” means the Board of Directors of the Company.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Common Stock” means the common stock, $0.33 1 / 3 par value, of the Company.
“Company” means Altria Group, Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any
“Compensation” means the sum of the Retainers payable by the Company to each Participant.
“Deferral Election” means the e