STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(as amended and restated effective April 24, 2008)
Section 1. Purpose; Definitions.
The purposes of the Plan are (i) to assist the Company in promoting a greater identity of interest between the Company’s Non-
Employee Directors and the Company’s stockholders; and (ii) to assist the Company in attracting and retaining Non-Employee
Directors by affording them an opportunity to share in the future successes of the Company.
For purposes of the Plan, the following terms are defined as set forth below:
(a) “Award” means the grant under the Plan (or, to the extent relevant, under any Prior Directors Plan) of Common Stock, Stock
Options, or Other Stock-Based Awards.
(b) “Board” means the Board of Directors of the Company.
(c) “Committee” means the Nominating, Corporate Governance and Social Responsibility Committee of the Board or a
subcommittee thereof, any successor thereto or such other committee or subcommittee as may be designated by the Board to
administer the Plan.
(d) “Common Stock” or “Stock” means the Common Stock of the Company.
(e) “Company” means Altria Group, Inc., a corporation organized under the laws of the Commonwealth of Virginia, or any
(f) “Deferred Stock” means an unfunded obligation of the Company, represented by an entry on the books and records of the
Company, to issue one share of Common Stock on the date of distribution.
(g) “Deferred Stock Account” means the unfunded deferred compensation account established by the Company with respect to
each participant who elects to participate in the Deferred Stock Program in accordance with Section 7 of the Plan.
(h) “Deferred Stock Program” means the provisions of Section 7 of the Plan that permit participants to defer all or part of any
Award of Stock pursuant to Section 5(a) of the Plan.
(i) “Fair Market Value” means, as of any given date, the average of the highest and lowest reported sales prices of the Common
Stock on the New Yor