Innovation Committee Charter – Altria Group, Inc.

Membership

The Innovation Committee (the "Committee") of the Board of Directors (the "Board") of Altria Group, Inc. (the "Company") shall consist of at least three directors chosen by the Board. Based on the recommendation of the Nominating, Corporate Governance and Social Responsibility Committee, the Board shall elect the members and the Chair of the Committee at its organizational meeting following the Annual Meeting of Stockholders. The members of the Committee may be removed by the Board.

Purpose, Authority and Responsibilities

The Committee shall assist the Board in its oversight of the strategic goals and objectives of the Company's innovation programs which include its innovation strategy, its consumer/market understanding, and its research, development and engineering programs and technological initiatives. In the furtherance of this purpose, the Committee shall have the following authority and responsibilities:

• To offer advice and insights and make recommendations regarding the Company's strategies and approach related to innovation capability across departments with a focus on research, development and engineering programs and technological initiatives to ensure holistic integration of all elements that touch the consumer experience;
• To review the Company's ability to acquire and maintain innovative science and technology through mechanisms, including but not limited to, acquisitions, collaborations and alliances;
• To review and discuss significant emerging science and technology issues and trends;
• To review and discuss the tools the company is using to innovate including market and consumer research, concept development, testing capability and marketing plans;
• To review and discuss the measures the company is using to ensure robust innovation programs;
• To review the soundness and risks associated with the technologies in which the Company is investing its innovation resources;
• To periodically review the Company's overall Intellectual Property strategy; and
• To conduct an annual review of the Committee's performance and periodically assess the adequacy of its charter and recommend changes to the Board as needed.

Procedures

The Committee shall meet as often as it deems is appropriate to carry out its responsibilities. A majority of the members of the Committee shall constitute a quorum. The chair of the Committee, in consultation with the other Committee members, shall set meeting agendas. The Committee shall report its actions and recommendations to the Board.

The Committee shall have the sole authority to retain and terminate legal counsel and other advisors to the Committee as the Committee may deem appropriate, including sole authority to approve related fees and terms of any counsel or advisors to the Committee that it retains.

The Committee may delegate its authority to subcommittees or the chair of the Committee when it deems appropriate.

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