Summary of ALTRIA GROUP, INC.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl

Item 1.01 Entry into a Material Definitive Agreement.

On January 28, 2008, Altria Group, Inc. ("Altria") entered into a 364-Day Bridge Loan Agreement (the "Bridge Loan Agreement") with the lenders named therein and Goldman Sachs Credit Partners L.P. and Lehman Commercial Paper Inc., as administrative agents, JPMorgan Chase Bank, N.A. and Citibank, N.A., as syndication agents and Credit Suisse, Cayman Islands Branch and Deutsche Bank Securities Inc., as arrangers and documentation agents. The Bridge Loan Agreement provides for borrowings up to an aggregate principal amount of $4.0 billion at prevailing interest rates, as described in the agreement, and expires on January 26, 2009.

The Bridge Loan Agreement will be used for general corporate purposes, including the refinancing of debt and payment of any tender offer and consent solicitation expenses related to such debt. The Bridge Loan Agreement requires that Altria maintain, prior to the effectiveness of the spin-off of its wholly owned subsidiary Philip Morris International Inc. (the "Spin-Off"), an earnings before income taxes to fixed charges ratio of not less than 2.5 to 1. Upon effectiveness of the Spin-Off, Altria will be required to maintain (i) a ratio of consolidated debt to consolidated EBITDA of not more than 2.5 to 1 and (ii) a ratio of consolidated EBITDA to consolidated interest expense of not less than 4.0 to 1.

The lenders under the Bridge Loan Agreement and their affiliates have various relationships with Altria and its subsidiaries involving the provision of financial services, including cash management, investment banking and trust services.

The description of the Bridge Loan Agreement above is a summary and is qualified in its entirety by reference to the Bridge Loan Agreement, a copy of which is attached as Exhibit 10.1 to this report and incorporated herein by reference.

Item 8.01. Other Events

On January 31, 2008, Altria issued a press release attached as Exhibit 99.1 hereto, which is incorporated herein by reference, reporting the commencement by Altria and its subsidiary, Altria Finance (Cayman Islands) Ltd. ("Altria Finance"), of tender offers to purchase for cash (i) $2.6 billion of notes and debentures denominated in USD (the "USD Notes") and (ii) approximately А1.0 billion of bonds denominated in EUR (the "EUR Bonds"), full details of which are set forth in the press release (collectively, the "Notes"). In conjunction with the tender offers, Altria and Altria Finance are soliciting from the holders of the Notes consents to amend the indentures under which the USD Notes were issued or, in the case of the EUR Bonds, Altria's guarantee thereof, to clarify the application of certain provisions to the Spin-Off. While Altria believes that the Spin-Off is not prohibited by such instruments, it wishes to eliminate any uncertainty by amending such instruments.

Holders of the Notes may either:

a) tender their Notes pursuant to the tender offers, and thereby deliver related consents pursuant to the consent solicitations; or

b) deliver consents without tendering the related Notes pursuant to the consent solicitations.

This Current Report on Form 8-K shall not constitute an offer to purchase nor a solicitation of acceptance of the offer to purchase the Notes, which are being made only pursuant to the applicable Offer to Purchase and Consent Solicitation Statement, each dated January 31, 2008, of Altria and Altria Finance, as applicable.