U.S.$2,000,000,000

364-DAY REVOLVING CREDIT AGREEMENT

Dated as of July 14, 2003

Among

ALTRIA GROUP, INC.

and

THE INITIAL LENDERS NAMED HEREIN

and

JPMORGAN CHASE BANK

and

CITIBANK, N.A.

as Administrative Agents

and

CREDIT SUISSE FIRST BOSTON

and

DEUTSCHE BANK SECURITIES INC.

as Syndication Agents

and

ABN AMRO BANK N.V.

and

BNP PARIBAS

and

DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

as Arrangers and Documentation Agents

* * * * * * * * * *

J.P. MORGAN SECURITIES INC., CITIGROUP GLOBAL MARKETS INC.,
CREDIT SUISSE FIRST BOSTON and DEUTSCHE BANK SECURITIES INC.

as Joint Lead Arrangers and Bookrunners