0001193125-12-026113 Sample Contracts

THE ALTRIA GROUP, INC. RESTRICTED STOCK AGREEMENT (January 25, 2012)
Restricted Stock Agreement • January 27th, 2012 • Altria Group, Inc. • Cigarettes • Virginia

ALTRIA GROUP, INC. (the “Company”), a Virginia corporation, hereby grants to the employee identified in the 2012 Restricted Stock Award section of the Award Statement (the “Employee”) under the Altria Group, Inc. 2010 Performance Incentive Plan (the “Plan”) a Restricted Stock Award (the “Award”) dated January 25, 2012 (the “Award Date”), with respect to the number of shares of the Common Stock of the Company (the “Common Stock”) set forth in the 2012 Restricted Stock Award section of the Award Statement (the “Shares”), all in accordance with and subject to the following terms and conditions of this Restricted Stock Agreement (the “Agreement”):

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Agreement and General Release
Altria Group, Inc. • January 27th, 2012 • Cigarettes • Virginia

This letter sets forth the agreement (the “Agreement”) between you and Altria Group, Inc. (the “Company”) regarding your anticipated retirement and separation from the Company.

CONSULTING AGREEMENT
Consulting Agreement • January 27th, 2012 • Altria Group, Inc. • Cigarettes • Virginia

This Consulting Agreement (“Agreement”) is entered into this 26th day of January, 2012, by and between Altria Group, Inc., a Virginia corporation (the “Company”), and Michael E. Szymanczyk (“Szymanczyk”).

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