(Reverse of Note)
ALTRIA GROUP, INC.
This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the Securities) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to (except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture, dated as of November 4, 2008, among the Company, Philip Morris USA Inc., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee (herein called the Indenture), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated therein as 2.200% Notes due 2027 (the Notes).
The Notes have the benefit of the unconditional guarantee by the Guarantor to pay the principal of, and premium, if any, and interest, if any, on the Notes, according to the terms of and as more fully described in the Indenture and the related Guarantee Agreement executed by the Guarantor on the date hereof.
Prior to April 15, 2027 (the date that is two months prior to the scheduled maturity date for this Note), the Company may, at its option, redeem the Notes, in whole at any time or in part from time to time (in 1,000 increments, provided that any remaining principal amount of remaining outstanding after a repurchase in part shall be 100,000 or a higher integral multiple of 1,000), at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of each Remaining Scheduled Payment (as defined below) of principal and interest that would be due if such Notes matured on April 15, 2027 (exclusive of interest accrued to the date of redemption) discounted to the redemption date on an annual basis (Actual/Actual (ICMA)), at a rate equal to the applicable Comparable Government Bond Rate (as defined below) plus 35 basis points plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
On or after April 15, 2027 (the date that is two months prior to the scheduled maturity date of the Notes), the Company may, at its option, redeem the Notes, in whole at any time or in part from time to time (in 1,000 increments, provided that any remaining principal amount of remaining outstanding after a repurchase in part shall be 100,000 or a higher integral multiple