Item 10. Directors, Executive Officers and Corporate Governance.

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Item 10. Directors, Executive Officers and Corporate Governance.

Refer to “Proposals Requiring Your Vote - Proposal 1 - Election of Directors,” “Ownership of Equity Securities of the Company - Section 16(a) Beneficial Ownership Reporting Compliance” and “Board and Governance Matters - Committees of the Board of Directors” sections of the proxy statement.

Executive Officers as of February 13, 2015:

NameOfficeAge
Martin J. BarringtonChairman of the Board and Chief Executive Officer61
David R. BeranPresident and Chief Operating Officer60
James E. Dillard IIISenior Vice President, Regulatory Affairs and Chief Innovation Officer, Altria Client Services Inc.51
Ivan S. FeldmanVice President and Controller48
Clifford B. FleetPresident and Chief Executive Officer, Philip Morris USA Inc.44
Michael B. FrenchSenior Vice President and Chief Marketing Officer, Altria Client Services Inc.60
William F. Gifford, Jr.Senior Vice President, Strategy and Business Development44
Louanna O. HeuhsenVice President, Corporate Governance and Associate General Counsel64
Craig A. JohnsonPresident and Chief Executive Officer, Altria Group Distribution Company62
Denise F. KeaneExecutive Vice President and General Counsel62
Salvatore MancusoTreasurer and Senior Vice President, Investor Relations and Accounting49
John R. NelsonExecutive Vice President and Chief Technology Officer62
Brian W. QuigleyPresident and Chief Executive Officer, U.S. Smokeless Tobacco Company LLC41
W. Hildebrandt Surgner, Jr.Corporate Secretary and Senior Assistant General Counsel49
Charles N. WhitakerSenior Vice President, Human Resources & Compliance and Chief Compliance Officer48
Howard A. Willard IIIExecutive Vice President and Chief Financial Officer51

All of the above-mentioned officers have been employed by Altria Group, Inc. or its subsidiaries in various capacities during the past five years, except for Mr. French, who joined Altria Client Services Inc. in 2012 after having served as Senior

Vice President, Corporate Strategy at Brown Forman Corporation, one of the leading American-owned companies in the wine and spirits business, from March 2007 until May 2011. From May

2011 until joining Altria Client Services Inc., Mr. French worked as a private marketing and strategy consultant.

On January 30, 2015, Altria Group, Inc. announced that Mr. Beran will retire as President and Chief Operating Officer effective March 1, 2015. Altria Group, Inc. further announced that Mr. Willard will become Executive Vice President and Chief Operating Officer of Altria Group, Inc. and Mr. Gifford will become Executive Vice President and Chief Financial Officer of Altria Group, Inc. effective immediately upon Mr. Beran’s retirement.

Effective March 1, 2015, Daniel J. Bryant will become Vice President and Treasurer of Altria Group, Inc. effective March 1, 2015. Mr. Bryant, age 45, currently serves as Assistant Treasurer of Altria Group, Inc., a position he has held since November 2013. Since 1995, he has been employed by Altria Group, Inc. or its subsidiaries in various finance positions.

Effective March 1, 2015, Mr. Whitaker will become Senior Vice President, Human Resources, Compliance and Information Services and Chief Compliance Officer of Altria Group, Inc.

Effective March 1, 2015, Mr. Mancuso will become Senior Vice President, Strategy, Planning and Accounting of Altria Group, Inc.

Effective March 1, 2015, Mr. Barrington will become Chairman of the Board, Chief Executive Officer and President of Altria Group, Inc.

Effective December 1, 2014, Mr. Dillard, Senior Vice President, Regulatory Affairs, Altria Client Services Inc. was appointed to the additional position of Chief Innovation Officer. Mr. Dillard has held the position of Senior Vice President, Regulatory Affairs since 2009. Prior to Altria Group, Inc.’s acquisition of UST in 2009, Mr. Dillard served as Senior Vice President, Manufacturing, Science and Technology for USSTC. He joined USSTC in December 2001.

Mr. Whitaker’s wife and Mr. Surgner’s wife are first cousins.

Codes of Conduct and Corporate Governance

Altria Group, Inc. has adopted the Altria Code of Conduct for Compliance and Integrity, which complies with requirements set forth in Item 406 of Regulation S-K. This Code of Conduct applies to all of its employees, including its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Altria Group, Inc. has also adopted a code of business conduct and ethics that applies to the members of its Board of Directors. These documents are available free of charge on Altria Group, Inc.’s website at www.altria.com.

In addition, Altria Group, Inc. has adopted corporate governance guidelines and charters for its Audit, Compensation and Nominating, Corporate Governance and Social Responsibility Committees and the other committees of the Board of Directors. All of these documents are available free of charge on Altria Group, Inc.’s website at www.altria.com.

Any waiver granted by Altria Group, Inc. to its principal executive officer, principal financial officer or controller under the Code of Conduct, and certain amendments to the Code of Conduct, will be disclosed on Altria Group, Inc.’s website at www.altria.com within the time period required by applicable rules.

The information on the respective websites of Altria Group, Inc. and its subsidiaries is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings Altria Group, Inc. makes with the SEC.

Previous: Item 9B. Other Information. · Next: Item 11. Executive Compensation.