By-Laws of Altria Group, Inc.

As part of the Board of Directors’ responsibility for establishing broad corporate policies, the Board has established By-Laws that play an essential role in Altria Group, Inc.’s corporate governance practices.  The By-Laws state the rules of internal governance for Altria Group, Inc. as adopted by the Board of Directors.

The Company’s By-Laws provide for: the organization of meetings of stockholders; the election of directors and officers; the organization of the executive committee; the processes surrounding contracts, checks, drafts and bank accounts; the declaration of dividends; the establishment of emergency by-laws; and other routine conduct.

Below, please find the By-Laws of Altria Group, Inc.  Please contact us if you have any questions.

Article I Meetings of Stockholders	Article VII Dividends
Article II Board of Directors	Article VIII Seal
Article III Executive Committee	Article IX Fiscal Year
Article IV Officers	Article X Amendment
Article V Contracts, Checks, Drafts, Bank Accounts, Etc.	Article XI Emergency By-Laws
Article VI Certificates Representing Shares