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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 Altria - Section 16(a) Beneficial Ownership Reporting Compliance” and “Board and Governance Matters - Committees of Our Board of Directors” sections of the proxy statement.

Executive Officers as of February 13, 2018:

NameOfficeAge
Martin J. BarringtonChairman, Chief Executive Officer and President64
Daniel J. BryantVice President and Treasurer48
Kevin C. Crosthwaite, Jr.President and Chief Executive Officer, Philip Morris USA Inc.42
James E. Dillard IIISenior Vice President, Research, Development and Sciences54
Ivan S. FeldmanVice President and Controller51
Murray R. GarnickExecutive Vice President and General Counsel58
William F. Gifford, Jr.Executive Vice President and Chief Financial Officer47
Craig A. JohnsonPresident and Chief Executive Officer, Altria Group Distribution Company65
Salvatore MancusoSenior Vice President, Strategy, Planning and Procurement52
Brian W. QuigleyPresident and Chief Executive Officer, U.S. Smokeless Tobacco Company LLC44
W. Hildebrandt Surgner, Jr.Vice President, Corporate Secretary and Associate General Counsel52
Charles N. WhitakerSenior Vice President, Human Resources, Compliance and Information Services and Chief Compliance Officer51
Howard A. Willard IIIExecutive Vice President and Chief Operating Officer54

All of the above-mentioned officers have been employed by Altria Group, Inc. or its subsidiaries in various capacities during the past five years.

Effective April 25, 2017, Mr. Crosthwaite was appointed President and Chief Executive Officer, Philip Morris USA Inc. Mr. Crosthwaite has been continuously employed by Altria

Group, Inc. subsidiaries in positions across their businesses, including Strategy and Business Development, Brand Management and Sales since 1997.

Effective July 1, 2017, Mr. Garnick was appointed Executive Vice President and General Counsel of Altria Group, Inc. Mr. Garnick previously served as Deputy General Counsel of

Altria Client Services LLC and has been continuously employed by Altria Group, Inc. or its subsidiaries since 2008.

Effective August 24, 2017, Mr. Dillard, previously Senior Vice President, Research, Development and Regulatory Affairs of Altria Group, Inc., was appointed Senior Vice President, Research, Development and Sciences of Altria Group, Inc.

Effective January 1, 2018, Mr. Surgner, previously Corporate Secretary and Senior Assistant General Counsel of Altria Group, Inc., was appointed Vice President, Corporate Secretary and Associate General Counsel of Altria Group, Inc.

As previously announced, effective upon the conclusion of the Annual Meeting of Shareholders on May 17, 2018, Mr. Barrington will retire as Chairman, Chief Executive Officer and President and Mr. Willard will become Chairman and Chief Executive Officer. Additionally, Mr. Gifford will become Vice Chairman and Chief Financial Officer, effective upon the conclusion of the Annual Meeting of Shareholders.

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.

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.

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.

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.

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