Altria Group, Inc. (Altria) Announces Receipt of Requisite Consents for US Dollar...

Altria Group, Inc. (Altria) Announces Receipt of Requisite Consents for US Dollar Notes and Amendments to Tender Offers and Consent Solicitations

NEW YORK--(Business Wire)--
Regulatory News:

Altria Group, Inc. (NYSE: MO) today announced the results achieved
to date for the previously announced cash tender offers and consent
solicitations by Altria and its subsidiary, Altria Finance (Cayman
Islands) Ltd. ("Altria Finance"), for any and all of Altria's
outstanding notes and debentures denominated in USD ("USD Notes") and
Altria Finance's bearer bonds denominated in EUR ("EUR Bonds"), in
each case listed in the tables below (collectively, "Notes"). To date,
Altria has received the requisite consents to enter into supplemental
indentures to amend the indentures governing the USD Notes.

Altria also announced that, in order to continue to provide all
holders with the opportunity to receive the maximum amounts payable
pursuant to the tender offers and consent solicitations, Altria and
Altria Finance are amending the terms of their respective tender
offers and consent solicitations to make the applicable consent
payment available to all holders who (1) validly tender their Notes
pursuant to the tender offers, and thereby deliver related consents
pursuant to the consent solicitations, or (2) validly deliver consents
without tendering the related Notes pursuant to the consent
solicitations prior to the expiration of the tender offers and consent
solicitations at 5:00 p.m., New York City time, on Friday, February
29, 2008, in the case of the tender offers and consent solicitations
for the USD Notes, and 5:00 p.m., Frankfurt time, on Friday, February
29, 2008, in the case of the tender offer and consent solicitation for
the EUR Bonds, unless extended or earlier terminated (the "Expiration
Date").

Results To Date of Tender Offers and Consent Solicitations

USD Notes

Adoption of amendments to the indentures under which the USD Notes
were issued to clarify the application of certain provisions of such
indentures to Altria's planned spin-off of Philip Morris International
Inc. requires the receipt of consents from the holders of at least a
majority in outstanding aggregate principal amount of each series of
USD Notes issued under the applicable indenture. As of 5:00 p.m., New
York City time, on Wednesday, February 13, 2008 ("USD Consent Payment
Deadline"), Altria had received tenders of USD Notes and consents in
the following amounts:

-0-
*T
Aggregate
Principal Percentage of
Amount Outstanding
Outstanding of USD USD
Title of CUSIP Principal Notes/Consents Notes/Consents
Securities Number Amount Tendered Tendered
----------------------------------------------------------------------

7.650% Notes
due 2008 718154CC9 $350,000,000 $249,136,000 71.18%
5.625% Notes
due 2008 02209SAB9 $500,000,000 $353,517,000 70.70%
7.000% Notes
due 2013 02209SAA1 $1,000,000,000 $939,701,000 93.97%
7.750%
Debentures due
2027 718154CF2 $750,000,000 $710,448,000 94.73%
----------------------------------------------------------------------
*T

As a result, Altria has received the requisite consents to enter
into supplemental indentures to amend the indentures governing the USD
Notes, and Altria and the trustee have executed and delivered such
supplemental indentures. The amendments set forth in the supplemental
indentures, which became effective immediately upon the execution by
Altria and the trustee of such supplemental indentures, will not
become operative with respect to a series of USD Notes unless and
until Altria accepts for payment USD Notes of such series validly
tendered (and not validly withdrawn) pursuant to the applicable tender
offer and the consents with respect to USD Notes of such series
validly delivered (and not validly revoked) pursuant to the applicable
consent solicitation.

EUR Bonds

Adoption of amendments to Altria's guarantee of the EUR Bonds to
clarify the application of certain provisions thereof to the spin-off
requires the receipt of consents from the holders of at least a
majority in outstanding aggregate principal amount of the EUR Bonds.
As of 5:00 p.m., Frankfurt time, on Wednesday, February 13, 2008 ("EUR
Consent Payment Deadline"), Altria Finance had received tenders of EUR
Bonds and consents in the following amounts:

-0-
*T
Percentage
of
Aggregate the
Principal Outstanding
Amount of EUR
EUR Bonds/
Title of Outstanding Bonds/ Consents Consents
Securities ISIN/WKN Principal Amount Tendered Tendered
----------------------------------------------------------------------

5.625%
Bearer DE
Bonds 0002484557/ EUR EUR
1998/2008 248455 1,022,583,762.39 412,911,938.66 40.38%
----------------------------------------------------------------------
*T

Amendments to Tender Offers and Consent Solicitations

Altria and Altria Finance are amending the terms of their
respective tender offers and consent solicitations to provide that
holders who (1) validly tender their Notes pursuant to the tender
offers, and thereby deliver related consents pursuant to the consent
solicitations, or (2) validly deliver consents without tendering the
related Notes pursuant to the consent solicitations prior to the
applicable Expiration Date will receive the applicable consent payment
for Notes validly tendered pursuant to the tender offers or for
consents validly delivered without tendering the related Notes
pursuant to the consent solicitations. Accordingly, all holders who
validly tender Notes pursuant to the tender offers prior to the
applicable Expiration Date will be eligible to receive the applicable
total consideration. Rights to withdraw Notes tendered pursuant to the
tender offers or revoke consents delivered pursuant to the consent
solicitations have terminated.

Neither Altria nor Altria Finance is amending or modifying any
other terms or conditions of its respective tender offers and consent
solicitations. Altria's tender offers and consent solicitations are
being made pursuant to the terms and conditions set forth in Altria's
Offer to Purchase and Consent Solicitation Statement, dated January
31, 2008, and the related Letter of Transmittal and Consent, as
amended hereby and by Altria's press release, dated February 8, 2008.
Altria Finance's tender offer and consent solicitation is being made
pursuant to the terms and conditions set forth in Altria Finance's
Offer to Purchase and Consent Solicitation Statement, dated January
31, 2008, as amended hereby.

Please refer to the tender offer and consent solicitation
documents for the complete terms of the tender offers and consent
solicitations. Each of the tender offers and consent solicitations is
subject to the satisfaction or waiver of certain conditions, as
specified in the tender offer and consent solicitation documents.

Information Relating to Tender Offers and Consent Solicitations

Goldman, Sachs & Co. and Citi are the Dealer Managers for the USD
Notes tender offers and Solicitation Agents for the USD Notes consent
solicitations. Investors with questions regarding the USD Notes may
contact Goldman, Sachs & Co. at (212) 357-4692 or (800) 828-3182
(toll-free) and Citi at (800) 558-3745 (toll-free). Global Bondholder
Services Corporation is the Information Agent and Depositary and can
be contacted at the following numbers: banks and brokers (212)
430-3774 (collect), all others (866) 470-3700 (toll-free).

Goldman Sachs International and Deutsche Bank AG, London Branch
are the Dealer Managers for the EUR Bonds tender offer and
Solicitation Agents for the EUR Bonds consent solicitation. Investors
with questions regarding the EUR Bonds may contact Goldman Sachs
International at +44 (0) 20 7774 4686 and Deutsche Bank AG, London
Branch at +44 (0) 20 7545 8011. Deutsche Bank AG, London Branch is the
Tender Agent and can be contacted at +44 (0) 20 7547 5000.

This press release is neither an offer to sell nor a solicitation
of offers to buy any of these securities. The tender offers and
consent solicitations are being made only pursuant to the offer
documents, including the applicable Offer to Purchase and Consent
Solicitation Statement distributed by Altria or Altria Finance, as the
case may be. The tender offers and consent solicitations are not being
made to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. None of Altria, Altria
Finance, the Dealer Managers, the Solicitation Agents, the Depositary,
the Information Agent, Tender Agent, the Fiscal Agent or the Trustee
makes any recommendation in connection with the tender offers or the
consent solicitations. Please refer to the offer documents for a
description of offer terms, conditions, disclaimers, and risk factors.

The distribution of the Offer to Purchase and Consent Solicitation
Statement for Altria Finance's tender offer and consent solicitation
in certain jurisdictions may be restricted by law. Persons into whose
possession Altria Finance's Offer to Purchase and Consent Solicitation
Statement comes are required by Altria Finance and the Dealer Managers
to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of the Offer to Purchase and Consent
Solicitation Statement for Altria Finance's tender offer and consent
solicitation is not being made and the document has not been approved
by an authorized person for the purpose of Section 21 of the Financial
Services and Markets Act 2000 ("FSMA"). Accordingly, the Offer to
Purchase and Consent Solicitation Statement for Altria Finance's
tender offer and consent solicitation is not being distributed to, and
must not be passed on to, the public in the United Kingdom. The
communication of the Offer to Purchase and Consent Solicitation
Statement for Altria Finance's tender offer and consent solicitation
or any other document issued in connection with Altria Finance's
tender offer and consent solicitation is directed only at those
persons in the United Kingdom falling within the definition of
Investment Professionals (as defined in Article 19(5) of the FSMA
(Financial Promotion) Order 2001 (the "Order") or persons who are
within Article 49 (2)(a) to (d) of the Order or any person to whom it
may otherwise lawfully be made (all such persons together being
referred to as "relevant persons"). The Offer to Purchase and Consent
Solicitation Statement (or any other document issued in connection
with Altria Finance's tender offer and consent solicitation) must not
be acted upon or relied upon by persons who are not relevant persons.
All applicable provisions of the FSMA must be complied with in respect
of anything done in relation to the EUR Bonds in, from or otherwise
involving the United Kingdom.

Belgium

In Belgium, Altria Finance's tender offer and consent solicitation
will not, directly or indirectly, be made to, or for the account of,
any person other than to qualifying institutional investors referred
to in article 3, 2(o) of the Belgian royal decree of 7 July 1999 on
the Public Nature of Financial Transactions, each acting on their own
account. This press release and the Offer to Purchase and Consent
Solicitation Statement for Altria Finance's tender offer and consent
solicitation have not been and will not be submitted to nor approved
by the Belgian Banking, Finance and Insurance Commission (Commission
Bancaire, Financiere et des Assurances/Commissie voor het Bank,
Financie en Assurantiewezen) and accordingly may not be used in
connection with any offer in Belgium, except as may otherwise be
permitted by law.

France

Altria Finance's tender offer and consent solicitation are not
being made, directly or indirectly, to the public in the Republic of
France. The Offer to Purchase and Consent Solicitation Statement for
Altria Finance's tender offer and consent solicitation or any other
offering material relating thereto may not be distributed to the
public in the Republic of France and only qualified investors
(investisseurs qualifies), as defined in and in accordance with
Articles L.411-1 and L.411-2 of the French Code monetaire et financier
and Decree No. 98-880 dated 1 October 1998 are eligible to accept
Altria Finance's tender offer and consent solicitation. Neither this
press release nor the Offer to Purchase and Consent Solicitation
Statement for Altria Finance's tender offer and consent solicitation
has been submitted for clearance to the Autorite des Marches
Financiers.

Italy

Altria Finance's tender offer and consent solicitation are not
being made in the Republic of Italy. The tender offer and consent
solicitation, this press release and the Offer to Purchase and Consent
Solicitation Statement for Altria Finance's tender offer and consent
solicitation have not been submitted to the clearance procedure of the
Commissione Nazionale per le Societa e la Borsa (CONSOB) or the Bank
of Italy pursuant to Italian laws and regulations. Accordingly,
holders of EUR Bonds are hereby notified that, to the extent such
holders are Italian residents or persons located in the Republic of
Italy, Altria Finance's tender offer and consent solicitation is not
available to them and they may not tender their EUR Bonds or deliver
consents and, as such, any Electronic Tender Instruction received from
such persons shall be ineffective and void, and neither the Offer to
Purchase and Consent Solicitation Statement for Altria Finance's
tender offer and consent solicitation nor any other offering material
relating to the tender offer, the consent solicitation or the EUR
Bonds may be distributed or made available in the Republic of Italy.

Altria Group, Inc. Profile

As of December 31, 2007, Altria owned 100% of Philip Morris
International Inc., Philip Morris USA Inc., John Middleton, Inc. and
Philip Morris Capital Corporation, and approximately 28.6% of
SABMiller plc. The brand portfolio of Altria's tobacco operating
companies includes such well-known names as Marlboro, L&M, Parliament,
Virginia Slims and Black & Mild. Altria recorded 2007 net revenues
from continuing operations of $73.8 billion.

Trademarks and service marks mentioned in this release are the
registered property of, or licensed by, the subsidiaries of Altria
Group, Inc.

Forward-Looking Statements

This press release contains forward-looking statements that
involve a number of risks and uncertainties. Please refer to Altria
Group, Inc.'s Form 10-Q for the period ended September 30, 2007 for a
discussion of the risks and uncertainties to which Altria is subject.

Altria Investor Relations Line
917-663-2200
or
Altria Media Center
917-663-2144

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