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Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

•	clarifying that the chairman of meetings of shareholders has the authority to adjourn or recess such meetings;

•	requiring that a shareholder seeking to bring a director nomination or other business before a meeting of shareholders (“proposing shareholder”) include disclosure about affiliates or associates or other parties with whom the shareholder is acting in concert (each, an “associated person”);

•	expanding the scope of disclosures required by a proposing shareholder to include:

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agreements (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that have been entered into by, or on behalf of, such shareholder and any associated person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or any associated person with respect to shares of stock of Altria, or relate to the acquisition or disposition of any shares of stock of Altria;

•	agreements, including compensation arrangements and voting commitments, between the proposing shareholder or any associated person and each nominee and any other person or persons with respect such nominee’s service as a nominee or director of Altria; and

•	agreements pursuant to which the proposing shareholder or any associated person has a right to vote or direct the voting of any of Altria’s securities;

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•	requiring that a proposing shareholder update and supplement the disclosure regarding his or her director nomination or proposal of business if inaccuracies are discovered or changes occur;

•	expressly providing that any shareholder nomination or proposal of business will be disregarded if the proposing shareholder (or qualified representative of the proposing shareholder) fails to appear at the meeting of shareholders to present the director nomination or proposal of business;

•	aligning the proxy voting provisions, the Board and Board committee meeting notice provisions and the provision concerning the Board’s power to fill vacancies resulting from an increase in the number of directors to the current provisions of the Virginia Stock Corporation Act;

•	permitting the number of directors to be increased or decreased by resolution of the Board (as opposed to an amendment of the By-Laws as was previously required to increase or decrease the size of the Board);

•	adding a cutoff date for determining whether majority voting in the election of directors will apply;

•	revising certain officer responsibilities and, where appropriate, eliminating various officer positions (e.g., deputy chairman of the Board and vice chairman of the Board) to reflect Altria’s current governance structure and practices;

•	adding the presiding director role to align with Altria’s Corporate Governance Guidelines; and

•	clarifying that Altria shares need not be certificated.

Item 9.01.	Financial Statements and Exhibits.

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Exhibit No.	Description