On November 20, 2009, Altria Group, Inc. ("Altria") entered into a senior unsecured 364-day revolving credit agreement (the "364-Day Agreement") and a senior unsecured 3-year revolving credit agreement (the "3-Year Agreement" and, together with the 364-Day Agreement, the "Revolving Credit Agreements"), each with the lenders named therein and JPMorgan Chase Bank, N.A. ("JPMCB") and Citibank, N.A. ("Citibank"), as administrative agents. The 364-Day Agreement provides for borrowings up to an aggregate principal amount of $600,000,000 and expires on November 19, 2010. The 3-Year Agreement provides for borrowings up to an aggregate principal amount of $2,400,000,000 and expires on November 20, 2012. Interest rates on borrowings under the Revolving Credit Agreements will be based on prevailing interest rates as described in the agreements and, in part, upon the credit default swap spread applicable to Altria's senior unsecured long-term debt.

Altria's obligations under the Revolving Credit Agreements are guaranteed by Philip Morris USA Inc., a wholly-owned subsidiary of Altria ("PM USA"). PM USA's guarantees are evidenced by guarantee agreements (collectively, the "Guarantee Agreements") made by PM USA in favor of the lenders under the Revolving Credit Agreements. The Guarantee Agreements will be PM USA's senior unsecured obligations and will rank equally in right of payment with all of PM USA's existing and future senior unsecured indebtedness.

The Revolving Credit Agreements replace Altria's existing $3.4 billion 5-year revolving credit agreement (the "Terminated Agreement"), which was to expire on April 15, 2010 and was earlier terminated effective November 20, 2009. Both of the Revolving Credit Agreements will be used for general corporate purposes and to support Altria's commercial paper issuances. Both of the Revolving Credit Agreements require that Altria maintain (i) a ratio of debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") of not more than 3.0 to 1 and (ii) a ratio of EBITDA to interest expense of not less than 4.0 to 1.

At November 20, 2009, Altria had no borrowings outstanding under the Revolving Credit Agreements.

Some of the lenders under the agreements and their affiliates have various relationships with Altria and its subsidiaries involving the provision of financial services, including cash management, investment banking and trust services. In addition, certain of Altria's subsidiaries have entered into foreign exchange and other derivative arrangements with certain of the lenders and their affiliates.

The description above is a summary and is qualified in its entirety by the 364-Day Agreement, the 3-Year Agreement and the Guarantee Agreements, each of which is incorporated herein by reference and attached to this report as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively.

The information set forth above under Item 1.01 regarding the Terminated Agreement is hereby incorporated by reference into this Item 1.02.

The information set forth above under "Item 1.01. Entry into a Material Definitive Agreement" is hereby incorporated by reference.

(d) Exhibits

10.1    364-Day Revolving Credit Agreement, dated as of November 20, 2009, among
        Altria, the lenders named therein and JPMCB and Citibank, as
        administrative agents

10.2    3-Year Revolving Credit Agreement, dated as of November 20, 2009, among
        Altria, the lenders named therein and JPMCB and Citibank, as
        administrative agents

10.3    Guarantee Agreement, dated as of November 20, 2009, by PM USA in favor of
        the lenders under the 364-Day Revolving Credit Agreement

10.4    Guarantee Agreement, dated as of November 20, 2009, by PM USA in favor of
        the lenders under the 3-Year Revolving Credit Agreement