Exhibit 10.1

364-DAY BRIDGE LOAN AGREEMENT

Dated as of December 19, 2008

Among

ALTRIA GROUP, INC.

and

THE INITIAL LENDERS NAMED HEREIN

and

JPMORGAN CHASE BANK, N.A.

and

GOLDMAN SACHS CREDIT PARTNERS L.P.

as Administrative Agents

and

CITICORP NORTH AMERICA, INC.

and

BARCLAYS CAPITAL

and

DEUTSCHE BANK SECURITIES INC.

and

SANTANDER INVESTMENT SECURITIES INC.

and

HSBC SECURITIES (USA) INC.

and

SCOTIA CAPITAL

as Syndication Agents

and

CITIGROUP GLOBAL MARKETS INC.

and

BARCLAYS CAPITAL

and

DEUTSCHE BANK SECURITIES INC.

and

SANTANDER INVESTMENT SECURITIES INC.

and

HSBC SECURITIES (USA) INC.

and

SCOTIA CAPITAL

as Co-Arrangers

* * * * * * * * * *

J.P. MORGAN SECURITIES INC.

and

GOLDMAN SACHS CREDIT PARTNERS L.P.

as Joint Lead Arrangers and Bookrunners

Table of Contents

i

Table of Contents

(continued)

ii

Table of Contents

(continued)

iii

364-DAY BRIDGE LOAN AGREEMENT

Dated as of December 19, 2008

ALTRIA GROUP, INC., a Virginia corporation (" Altria "), the banks, financial institutions and other institutional lenders (the " Initial Lenders ") listed on the signature pages hereof, and JPMORGAN CHASE BANK, N.A. (" JPMCB ") and GOLDMAN SACHS CREDIT PARTNERS L.P. (" Goldman Sachs "), as administrative agents (each, in such capacity, an " Administrative Agent "), CITICORP NORTH AMERICA, INC., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., SANTANDER INVESTMENT SECURITIES INC., HSBC SECURITIES (USA) INC. and THE BANK OF NOVA SCOTIA, as syndication agents (each, in such capacity, a " Syndication Agent ") and CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., SANTANDER INVESTMENT SECURITIES INC., HSBC SECURITIES (USA) INC. and THE BANK OF NOVA SCOTIA, as co-arrangers (each, in such capacity, a " Co-Arranger ") for the Lenders (as hereinafter defined), agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

" Acquisition " means the acquisition by Altria of all of the outstanding capital stock of Target pursuant to the Merger Agreement.

" Acquisition Closing Date " means the date on which the Acquisition is consummated.

" Advance " means an advance by a Lender to Altria as part of a Borrowing and refers to a Base Rate Advance or a LIBO Rate Advance (each of which shall be a " Type " of Advance).

" Agents " means each Administrative Agent, each Syndication Agent and each Co-Arranger.

" Applicable Duration Fee Rate " means for the relevant date a percentage equal to the percentage set forth below:

" Applicable Interest Rate Margin " means for any Advance for the period specified below during which such Advance remains outstanding a percentage per annum equal to the percentage set forth below determined by reference to the lower of (i) the rating of Altria’s long-term senior unsecured debt from Standard & Poor’s and (ii) the rating of Altria’s long-term senior unsecured debt from Moody’s, in each case in effect from time to time during such period:

" Applicable Lending Office " means, with respect to each Lender, such Lender’s Domestic Lending Office or Eurodollar Lending Office.

" Asset Sale " means the sale, transfer, license, lease or other disposition of any property by any Person, including any sale and leaseback transaction and any sale of capital stock (other than any issuance by such Person of its own capital stock, but including an issuance of capital stock by a Subsidiary of such Person), but excluding:

(a) the sale, transfer, license, lease or other disposition (collectively, " Transfers ") of inventory, plants, equipment and other property (including cash and cash equivalents) in the ordinary course of business or specifically disclosed prior to the Effective Date in Altria’s or any of its Subsidiaries’ publicly-available filings with the Securities and Exchange Commission, and

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(b) any Transfer that results in Net Cash Proceeds of less than $100,000,000 per Transfer or related or series of Transfers and that, together with all other Transfers during the same fiscal year excluded under this clause (b) results in Net Cash Proceeds of not greater than $250,000,000.

" Assignment and Acceptance " means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by JPMCB, as Administrative Agent, in substantially the form of Exhibit C hereto.

" Base Rate " means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(i) the rate of interest announced publicly by JPMCB in New York, New York, from time to time, as JPMCB’s prime rate; and

(ii) 1/2 of one percent per annum above the Federal Funds Effective Rate.

" Base Rate Advance " means an Advance that bears interest as provided in Section 2.04(a)(i).

" Base Rate Interest " has the meaning specified in Section 2.04(a)(i).

" Board " means the Board of Governors of the Federal Reserve System of the United States (or any successor).

" Borrowing " means a borrowing consisting of simultaneous Advances of the same Type made by each of the Lenders pursuant to Section 2.01.

" Business Day " means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any LIBO Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London.

" Capital Markets Financing Transaction " means the sale for cash or cash equivalents, in a public offering registered under the Securities Act of 1933, as amended, or an offering exempt from registration pursuant to Section 4(2), Rule 144A or Regulation S thereunder, of capital stock issued by Altria or notes, debentures or other debt securities issued by or guaranteed by Altria having a maturity in excess of one year, offered in the domestic or foreign capital markets.

" Commitment " means as to any Lender (i) the Dollar amount set forth opposite such Lender’s name on Schedule I hereto or (ii) if such Lender has entered into an Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by JPMCB, as Administrative Agent, pursuant to Section 8.07(d), in each case as such amount may be reduced pursuant to Section 2.09(b).

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" Consolidated EBITDA " means, for any accounting period, the consolidated net earnings (or loss) of Altria and its Subsidiaries plus, without duplication and to the extent included as a separate item on Altria’s consolidated statements of earnings or consolidated statements of cash flows in the case of clauses (a) through (e) for such period, the sum of (a) provision for income taxes, (b) interest and other debt expense, net, (c) depreciation expense, (d) amortization of intangibles, (e) any extraordinary, unusual or non-recurring expenses or losses or any similar expense or loss subtracted from "Gross profit" in the calculation of "Operating income" and (f) the portion of loss included on Altria’s consolidated statements of earnings of any Person (other than a Subsidiary of Altria) in which Altria or any of its Subsidiaries has an ownership interest and any cash that is actually received by Altria or such Subsidiary from such Person in the form of dividends or similar distributions, and minus , without duplication, the sum of (x) to the extent included as a separate item on Altria’s consolidated statements of earnings for such period, any extraordinary, unusual or non-recurring income or gains or any similar income or gain added to "Gross profit" in the calculation of "Operating income," and (y) the portion of income included on Altria’s consolidated statements of earnings of any Person (other than a Subsidiary of Altria) in which Altria or any of its Subsidiaries has an ownership interest, except to the extent that any cash is actually received by Altria or such Subsidiary from such Person in the form of dividends or similar distributions, all as determined on a consolidated basis in accordance with accounting principles generally accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria and its Subsidiaries as at and for the year ended December 31, 2007, then such new accounting principle shall not be used in the determination of Consolidated EBITDA. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated EBITDA for any quarter in such year by more than 10%.

" Consolidated Interest Expense " means, for any accounting period, total interest expense of Altria and its Subsidiaries with respect to all outstanding Debt of Altria and its Subsidiaries during such period, all as determined on a consolidated basis for such period and in accordance with accounting principles generally accepted in the United States for such period, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria and its Subsidiaries as at and for the year ended December 31, 2007, then such new accounting principle shall not be used in the determination of Consolidated Interest Expense. A material change in an accounting principle is one that, in the year of its adoption, changes Consolidated Interest Expense for any quarter in such year by more than 10%.

" Consolidated Tangible Assets " means the total assets appearing on a consolidated balance sheet of Altria and its Subsidiaries, less goodwill and other intangible assets and the minority interests of other Persons in such Subsidiaries, all as determined in accordance with accounting principles generally accepted in the United States, except that if there has been a material change in an accounting principle as compared to that applied in the preparation of the financial statements of Altria and its Subsidiaries as at and for the year ended December 31, 2007, then such new accounting principle shall not be used in the determination of Consolidated Tangible Assets. A

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material change in an accounting principle is one that, in the year of its adoption, changes Consolidated Tangible Assets at any quarter in such year by more than 10%.

" Convert ," " Conversion " and " Converted " each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.06, 2.07 or 2.12.

" Debt " means, without duplication, (a) indebtedness for borrowed money or for the deferred purchase price of property or services, whether or not evidenced by bonds, debentures, notes or similar instruments, (b) obligations as lessee under leases that, in accordance with accounting principles generally accepted in the United States, are recorded as capital leases, (c) obligations as an account party or applicant under letters of credit (other than trade letters of credit incurred in the ordinary course of business) to the extent such letters of credit are drawn and not reimbursed within five Business Days of such drawing, (d) the aggregate principal (or equivalent) amount of financing raised through outstanding securitization financings of accounts receivable, and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss (including by way of (i) granting a security interest or other Lien on property or (ii) having a reimbursement obligation under or in respect of a letter of credit or similar arrangement (to the extent such letter of credit is not collateralized by assets (other than Operating Assets) having a fair value equal to the amount of such reimbursement obligation), in either case in respect of, indebtedness or obligations of any other Person of the kinds referred to in clause (a), (b), (c) or (d) above). For the avoidance of doubt, the following shall not constitute "Debt" for purposes of this Agreement: (A) any obligation that is fully non-recourse to Altria or any of its Subsidiaries, (B) intercompany debt of Altria or any of its Subsidiaries, (C) any appeal bond or other arrangement to secure a stay of execution on a judgment or order, provided that any such appeal bond or other arrangement issued by a third party in connection with such arrangement shall constitute Debt to the extent Altria or any of its Subsidiaries has a reimbursement obligation to such third party that is not collateralized by assets (other than Operating Assets) having a fair value equal to the amount of such reimbursement obligation, (D) unpaid judgments, or (E) defeased indebtedness.

" Debt Facility " shall mean any debt facility with a term exceeding 364 days entered into by Altria after the Effective Date in the commercial bank market, other than (a) the issuance of commercial paper or other short-term debt programs, (b) any domestic or foreign working capital facility and (c) any credit agreement replacing Altria’s 5-Year Revolving Credit Agreement dated as of April 15, 2005 in an aggregate amount not exceeding $3,500,000,000.

" Default " means any event specified in Section 6.01 that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

" Dollars " and the " $ " sign each means lawful currency of the United States of America.

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" Domestic Lending Office " means, with respect to any Lender, the office of such Lender specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to Altria and JPMCB, as Administrative Agent.

" Effective Date " has the meaning specified in Section 3.01.

" Eligible Assignee " means (i) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $10,000,000,000; (ii) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (or any successor) (" OECD "), or a political subdivision of any such country, and having total assets in excess of $10,000,000,000, provided that such bank is acting through a branch or agency located in the country in which it is organized or another country which is also a member of the OECD or the Cayman Islands; (iii) the central bank of any country which is a member of the OECD; (iv) a commercial finance company or finance Subsidiary of a corporation organized under the laws of the United States, or any State thereof, and having total assets in excess of $6,000,000,000; (v) an insurance company organized under the laws of the United States, or any State thereof, and having total assets in excess of $10,000,000,000; (vi) any Lender; (vii) an affiliate of any Lender; and (viii) any other bank, commercial finance company, insurance company or other Person approved in writing by Altria, which approval shall be notified to JPMCB, as Administrative Agent.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" ERISA Affiliate " means any Person that for purposes of Title IV of ERISA is a member of Altria’s controlled group, or under common control with Altria, within the meaning of Section 414 of the Internal Revenue Code.

" ERISA Event " means (a) (i) the occurrence with respect to a Plan of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation (or any successor) (" PBGC "), or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of Altria or any of its ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by Altria or any of its ERISA Affiliates from a Multiple Employer Plan during a plan year for which it was a substantial

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employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 302(f)(1)(A) and (B) of ERISA to the creation of a lien upon property or rights to property of Altria or any of its ERISA Affiliates for failure to make a required payment to a Plan are satisfied; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan, pursuant to Section 307 of ERISA; or (h) the termination of a Plan by the PBGC pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.

" Eurocurrency Liabilities " has the meaning assigned to that term in Regulation D of the Board, as in effect from time to time.

" Eurodollar Lending Office " means, with respect to any Lender, the office of such Lender specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to Altria and JPMCB, as Administrative Agent.

" Eurodollar Rate Reserve Percentage " for any Interest Period, for all LIBO Rate Advances comprising part of the same Borrowing, means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on LIBO Rate Advances is determined) having a term equal to such Interest Period.

" Event of Default " has the meaning specified in Section 6.01.

" Federal Bankruptcy Code " means the Bankruptcy Reform Act of 1978, as amended from time to time.

" Federal Funds Effective Rate " means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by JPMCB, as Administrative Agent, from three Federal funds brokers of recognized standing selected by it.

" Guarantee " means the guarantee agreement dated as of the Effective Date issued by the Guarantor in favor of the Lenders, substantially in the form of Exhibit G hereto.

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" Guarantor " means Philip Morris USA Inc., a Virginia corporation.

" Home Jurisdiction Withholding Taxes " means withholding for United States income taxes, United States back-up withholding taxes and United States withholding taxes.

" Interest Period " means, for each LIBO Rate Advance comprising part of the same Borrowing, the period commencing on the date of such LIBO Rate Advance or the date of Conversion of any Base Rate Advance into such LIBO Rate Advance or the last day of the preceding Interest Period applicable to such Advance and ending on the last day of the period selected by Altria pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as Altria may select upon notice received by JPMCB, as Administrative Agent, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period; provided , however , that:

(a) Altria may not select any Interest Period that ends after the Termination Date;

(b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the immediately preceding Business Day; and

(c) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

" Internal Revenue Code " means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

" JPMCB’s Administrative Agent Account " means (a) the account of JPMCB, as Administrative Agent, maintained by JPMCB, as Administrative Agent, at JPMorgan Chase Bank, N.A., Loan and Agency, 1111 Fannin Street, Account No. 9008113381H0301, Reference: Altria, Attention: Maria Escobar, or (b) such other account of JPMCB, as Administrative Agent, as is designated in writing from time to time by JPMCB, as Administrative Agent, to Altria and the Lenders for such purpose.

" Lenders " means the Initial Lenders and their respective successors and permitted assignees.

" LIBO Rate " means an interest rate per annum equal to either:

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(a) the offered rate per annum at which deposits in Dollars appear on Reuters Page LIBOR01 (or any successor page) as of 11:00 A.M. (London time) two Business Days before the first day of such Interest Period, or

(b) if the LIBO Rate does not appear on Reuters Page LIBOR01 (or any successor page), then the LIBO Rate will be determined by taking the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rates per annum at which deposits in Dollars are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing outstanding during such Interest Period and for a period equal to such Interest Period, as determined by JPMCB, as Administrative Agent, subject , however , to the provisions of Section 2.07.

" LIBO Rate Advance " means an Advance that bears interest as provided in Section 2.04(a)(ii).

" LIBO Rate Interest " has the meaning specified in Section 2.04(a)(ii).

" Lien " has the meaning specified in Section 5.02(a).

" Major Subsidiary " means any Subsidiary (a) more than 50% of the voting securities of which is owned directly or indirectly by Altria, (b) which is organized and existing under, or has its principal place of business in, the United States or any political subdivision thereof, Canada or any political subdivision thereof, any country which is a member of the European Union on the date hereof (other than Greece, Portugal or Spain) or any political subdivision thereof, or Switzerland, Norway or Australia or any of their respective political subdivisions, and (c) which has at any time total assets (after intercompany eliminations) exceeding $1,000,000,000.

" Margin Stock " means margin stock, as such term is defined in Regulation U.

" Merger Agreement " means the Agreement and Plan of Merger among Altria, Armchair Merger Sub, Inc. and Target dated as of September 7, 2008, as amended by Amendment No. 1 dated as of October 2, 2008.

" Moody’s " means Moody’s Investors Service, Inc., and any successor to its rating agency business.

" Multiemployer Plan " means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which Altria or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions, such plan being maintained pursuant to one or more collective bargaining agreements.

" Multiple Employer Plan " means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of Altria or any ERISA

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Affiliate and at least one Person other than Altria and the ERISA Affiliates or (b) was so maintained and in respect of which Altria or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

" Net Cash Proceeds " means:

(a) with respect to any Asset Sale (i) all cash proceeds actually paid to or actually received by Altria or one or more of its wholly-owned Subsidiaries (or other Subsidiaries to the extent that Altria has the ability to compel the distribution or transfer of such cash proceeds from such Subsidiary to Altria or one of Altria’s wholly-owned Subsidiaries), in each case, from a Person other than Altria or one of its Subsidiaries in respect of such Asset Sale (including any cash proceeds received as income or other proceeds from any non-cash proceeds of any Asset Sale as and when received),

less , without duplication and only to the extent not already deducted in arriving at the amount referred to in clause (i) above, (ii) the sum of (A) the amount, if any, of all taxes (other than income taxes) and all income taxes (as estimated in good faith by a senior financial or senior accounting officer of Altria giving effect to the overall tax position of Altria and its Subsidiaries), and customary fees, brokerage fees, commissions, costs and other expenses, that are incurred in connection with such Asset Sale and are payable by Altria or one or more of its Subsidiaries,

(B) appropriate amounts that must be set aside as a reserve in accordance with accounting principles generally accepted in the United States of America against any liabilities reasonably estimated to be payable and associated with such Asset Sale, and

(C) any payments to be made by Altria or one or more of its Subsidiaries as agreed between Altria or such Subsidiaries, as applicable, and the purchaser of any assets subject to an Asset Sale in connection therewith, and

(b) with respect to any Capital Markets Financing Transaction, all cash proceeds received by Altria or one or more of its wholly-owned Subsidiaries (or other Subsidiaries to the extent that Altria has the ability to compel the distribution or transfer of such cash proceeds from such Subsidiary to Altria or one of Altria’s wholly-owned Subsidiaries) from a Person other than Altria or one of its Subsidiaries in respect of such Capital Markets Financing Transaction (including cash proceeds as and when subsequently received at any time in respect of such Capital Markets Financing Transaction from non-cash consideration initially received or otherwise),

less underwriting discounts and commissions or placement fees, investment banking fees, legal fees, consulting fees, accounting fees and other customary fees and expenses directly incurred by Altria or one or more of its wholly-owned Subsidiaries, as applicable, in connection therewith.

" Note " means a promissory note of Altria payable to the order of any Lender, delivered pursuant to a request made under Section 2.16(a) in substantially the form of

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Exhibit A hereto, evidencing the aggregate indebtedness of Altria to such Lender resulting from the Advances made by Lender to Altria.

" Notice of Borrowing " has the meaning specified in Section 2.02(a).

" Operating Assets " means, for any accounting period, any assets included in the consolidated balance sheet of Altria and its Subsidiaries as "Inventories," or "Property, plant and equipment" or "Receivables" for such period.

" Other Taxes " has the meaning specified in Section 2.14(b).

" Patriot Act " has the meaning specified in Section 8.13.

" Person " means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

" Plan " means a Single Employer Plan or a Multiple Employer Plan.

" Reference Banks " means JPMCB, Goldman Sachs, Citicorp North America, Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Scotia Capital.

" Register " has the meaning specified in Section 8.07(d).

" Regulation A " means Regulation A of the Board, as in effect from time to time.

" Regulation U " means Regulation U of the Board, as in effect from time to time.

" Required Lenders " means at any time Lenders owed at least 50.1% of the then aggregate unpaid principal amount of the Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders having at least 50.1% of the Commitments.

" Single Employer Plan " means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of Altria or any ERISA Affiliate and no Person other than Altria and the ERISA Affiliates or (b) was so maintained and in respect of which Altria or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

" Standard & Poor’s " means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

" Subsidiary " of any Person means any corporation of which (or in which) more than 50% of the outstanding capital stock having voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned or

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controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries.

" Target " means UST Inc., a Delaware corporation.

" Taxes " has the meaning specified in Section 2.14(a).

" Termination Date " means the earlier of (a) 364 days from the Acquisition Closing Date and (b) the date of termination in whole of the Commitments pursuant to Section 2.09(b) or 6.02.

Section 1.02. Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."

Section 1.03. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with accounting principles generally accepted in the United States of America, except that if there has been a material change in an accounting principle affecting the definition of an accounting term as compared to that applied in the preparation of the financial statements of Altria as of and for the year ended December 31, 2007, then such new accounting principle shall not be used in the determination of the amount associated with that accounting term. A material change in an accounting principle is one that, in the year of its adoption, changes the amount associated with the relevant accounting term for any quarter in such year by more than 10%.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01. The Obligation to Make Advances . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make Advances in U.S. dollars to Altria on the Acquisition Closing Date in an aggregate amount not to exceed such Lender’s Commitment.

Section 2.02. Making the Advances . (a) Notice of Borrowing . To request a Borrowing, Altria shall give notice not later than (x) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of LIBO Rate Advances, or (y) 9:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, to JPMCB, as Administrative Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Borrowing (a " Notice of Borrowing ") shall be by telephone, confirmed immediately in writing, by registered mail or telecopier in substantially the form of Exhibit B hereto, specifying therein the requested:

(i) date of such Borrowing,

(ii) Type of Advances comprising such Borrowing,

(iii) aggregate amount of such Borrowing, and

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(iv) in the case of a Borrowing consisting of LIBO Rate Advances, the initial Interest Period for each such Advance. Notwithstanding anything herein to the contrary, Altria may not select LIBO Rate Advances for any Borrowing if the obligation of the Lenders to make LIBO Rate Advances shall then be suspended pursuant to Section 2.06(b) or 2.12.

(b) Funding Advances . Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to JPMCB, as Administrative Agent, at JPMCB’s Administrative Agent Account, in same day funds, such Lender’s ratable portion of such Borrowing. After receipt of such funds by JPMCB, as Administrative Agent, and upon fulfillment of the applicable conditions set forth in Article III, JPMCB, as Administrative Agent, will make