Form of 4.125% Note due 2015



 Exhibit 4.2 

REGISTERED 
 No. 

ALTRIA GROUP, INC. 

4.125% NOTES DUE 2015 
  

									
		 		 		 		 	PRINCIPAL AMOUNT
		 		 		 		 	$
		 		 		 		 	CUSIP NO. 02209S AK9
		 		 		 		 	ISIN NO. US02209SAK96

 THIS NOTE
IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

ALTRIA GROUP, INC., a Virginia corporation (hereinafter called the “Company”, which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $         on September 11, 2015, and to pay
interest thereon from June 11, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on March 11 and September 11 in each year, commencing March 11, 2011
at the rate of 4.125% per annum until the principal hereof is paid or made available for payment. 
 The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be February 24 or August 27 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on 







 
such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America, as at the time of payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal, premium, if any, and interest in respect
of this Note will be made by the Company in immediately available funds. 
 Additional provisions of this Note are contained on
the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place. 
 Unless the
certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, ALTRIA GROUP, INC. has caused this instrument to be duly executed.

 Dated: 
 ALTRIA GROUP, INC.

  

			
	By:	 	  

	Name:	 	Salvatore Mancuso
	Title:	 	Vice President and Treasurer

 CERTIFICATE
OF AUTHENTICATION 
 This is one of the Securities of the series designated therein described in the within-mentioned Indenture. 

DEUTSCHE BANK TRUST COMPANY AMERICAS, 
 as
Trustee 
 By: DEUTSCHE BANK NATIONAL TRUST COMPANY 
  

			
	By:	 	  

		 	Authorized Signatory








 (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 $800,000,000 (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 4.125% Notes due 2015 (the “Notes”). 

Guarantee 
 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. 
 Repurchase Upon Change of Control Triggering Event 

If a Change of Control Triggering Event (as defined below) occurs, unless the Company has exercised its option to redeem the Notes,
Holders may require the Company to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to an offer (the “Change of Control Offer”) of payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased, but not including, the date of repurchase (a “Change of Control Payment”). 

Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control (as
defined below), but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company will mail a notice to Holders describing the transaction that constitutes or may constitute the Change of Control
Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The
notice, if mailed 







 
prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the
Change of Control Payment Date. 
 On the Change of Control Payment Date, the Company will, to the extent lawful: 

 

	 	•	 	 accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; 



 

	 	•	 	 deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and



  

	 	•	 	 deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased. 


 The Paying Agent will promptly mail to each Holder of
properly tendered Notes the Change of Control Payment for the Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new note equal in principal amount to any unpurchased portion of any
Notes surrendered; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of that amount. 

The Company will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third
party makes such an offer in the manner, at the times and otherwise in compliance with the requirements set for an offer made by the Company, and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition,
the Company will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of
Control Triggering Event. 
 For purposes of the Change of Control Offer provisions of the Notes, the following definitions will
be applicable: 
 “Change of Control” means the occurrence of any of the following: 

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to any “person,” other than to the Company or one of its
Subsidiaries; 
 (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting
Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than the number of shares; 







 (3) the Company consolidates with, or merges with or into, any person, or
any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock is converted into or exchanged for cash, securities or other property, other
than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct
or indirect parent company of the surviving person immediately after giving effect to such transaction; 
 (4)
the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or 

(5) the adoption of a plan relating to the Company’s liquidation or dissolution (other than the Company’s
liquidation into a newly formed holding company). 
 Notwithstanding the foregoing, a transaction will not be
deemed to involve a Change of Control if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii) (A) the direct or indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company) is the
beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. 
 “Change of
Control Triggering Event” means the occurrence of both (1) a Change of Control and (2) a Ratings Event. 

“Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who
(1) was a member of such Board of Directors on the Issue Date of the Notes or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named a nominee for election as a director, without objection to
such nomination). 
 “Fitch” means Fitch Ratings Ltd., a subsidiary of Fimalac, S.A., and its successors. 

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s; a rating equal to or higher
than BBB- (or the equivalent) by S&P or Fitch; and the equivalent investment grade credit rating from any Replacement Rating Agency or Rating Agencies selected by the Company. 







 “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of
Moody’s Corporation, and its successors. 
 “person” has the meaning given thereto in Section 13(d)(3) of
the Exchange Act. 
 “Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of
Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a Substitute Rating Agency. 

“Ratings Event” means the Notes cease to be rated Investment Grade by each of the Rating Agencies on any day within the 60-day
period (which 60-day period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) after the earlier of (1) the occurrence of a Change of Control and
(2) public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control. 

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its
successors. 
 “Substitute Rating Agency” means a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by the Company’s Chief Executive Officer or Chief Financial Officer) as a replacement agency for Moody’s, S&P or Fitch, or all
of them, as the case may be. 
 “Voting Stock” means, with respect to any specified “person” (as that term
is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person. 

Payment of Additional Amounts 

Section 1010 of the Indenture shall be applicable to the Notes, except that the term “Holder” when used in
Section 1010 of the Indenture, shall mean the beneficial owners of a Note or any person holding on behalf of or for the account of the beneficial owner of a Note. 

Optional Tax Redemption 

The Company may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days’ notice and not less than 30
days’ notice at a redemption price equal to the principal amount of such Notes plus any accrued interest and additional amounts to the date fixed for redemption if: 

 

	 	•	 	 as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority
of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or
becomes effective on or after June 11, 2010, the Company has or will become obligated to pay additional amounts with respect to the Notes as described in Section 1010 of the Indenture, or 










	 	•	 	 on or after June 11, 2010, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the
United States or any political subdivision or taxing authority of or in the United States, including any of those actions specified in the bullet point above, whether or not such action is taken or decision is rendered with respect to the Company,
or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized standing, will result in a material probability that the Company will become
obligated to pay additional amounts with respect to the Notes, 


 and the Company in its business judgment determines that
such obligations cannot be avoided by the use of reasonable measures available to the Company. 
 If the Company exercises its
option to redeem the Notes, the Company will deliver to the Trustee a certificate signed by an authorized officer stating that it is entitled to redeem the Notes and the written opinion of independent legal counsel if required. 

Defeasance 
 The
Indenture contains provisions for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein. 

Events of Default 
 In
addition to the Events of Default described in Section 501 of the Indenture, each of the following will constitute an Event of Default with respect to the Notes: 
  

	 	•	 	 the Guarantor shall commence any case or proceeding seeking to have an order for relief entered on its behalf as debtor or to adjudicate it as bankrupt
or insolvent or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts or any other relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement,
composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or the Guarantor shall apply for a receiver, custodian or trustee (other than any trustee appointed as a mortgagee or
secured party in connection with the issuance of indebtedness for borrowed money of the Guarantor) of it or for all or a substantial part of its property; or the Guarantor shall make a general assignment for the benefit of creditors; or the
Guarantor shall take any corporate action in furtherance of any of the foregoing; 


  

	 	•	 	 an involuntary case or other proceeding shall be commenced against the Guarantor with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect seeking the appointment of a trustee, receiver, liquidator, 










	 	 
custodian or similar official of it or any substantial part of its property; and such case or other proceeding (1) results in the entry of an order for relief or a similar order against it
or (2) shall continue unstayed and in effect for a period of 60 consecutive days; and 


  

	 	•	 	 the guarantee of the Notes by the Guarantor is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect
except as permitted by the Indenture, or the Guarantor repudiates its obligations under such guarantee. 


 If
an Event of Default (other than an Event of Default described in Section 501(4) or 501(5) of the Indenture) with respect to the Notes shall occur and be continuing, then either the Trustee or the Holders of not less than 25% in principal amount
of the Notes then Outstanding may declare the entire principal amount of the Notes due and payable in the manner and with effect provided in the Indenture. If an Event of Default specified in Section 501(4) or 501(5) occurs with respect to the
Company, all of the unpaid principal amount and accrued interest then Outstanding shall ipso facto become and be immediately due and payable in the manner with the effect provided in the Indenture without any declaration or other act by the
Trustee or any Holder. 
 Notwithstanding anything in the immediately preceding paragraph to the contrary, to the extent elected
by the Company, the sole remedy for an Event of Default relating to the failure by the Company to comply with the obligation to provide certain reports and information as set forth in Section 704 of the Indenture will, for the first 120 days
after the occurrence of such an Event of Default, consist exclusively of the right for Holders to receive additional interest on the Notes equal to 0.25% per annum of the principal amount of the Notes. If the Company so elects, such additional
interest will be payable in the same manner and on the same dates as the stated Interest Payment Dates on the Notes. The additional interest will accrue on all outstanding Notes from and including the date on which such Event of Default first occurs
to, but not including, the 120th day thereafter (or such earlier date on which such Event of Default shall have been cured or waived by Holders as provided in Section 513 of the Indenture). On such 120th day after such Event of Default (if the
Event of Default relating to such obligation is not cured or waived by Holders as provided in Section 513 of the Indenture prior to such 120th day), such additional interest will cease to accrue and the Notes will be subject to acceleration as
provided in the paragraph above. In the event the Company does not elect to pay the additional interest upon such Event of Default in accordance with this paragraph, the Notes will be subject to acceleration as provided in the paragraph above.

 Amendments 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Guarantor with the consent of the Holders of more than 50% in aggregate principal amount of the Outstanding Securities
of each series of Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of any series at the time Outstanding, on behalf
of the Holders 







 
of all the Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect
to such series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. 
 Payment 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed. 

Transfer, Registration and Exchange 

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of Manhattan, The City of New York, or at any other office or agency of the Company
maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his or her attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Notes are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering
the same. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 The Company, the
Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this
Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary. 

Certain of the Company’s obligations under the Indenture with respect to Notes may be terminated if the Company irrevocably deposits
with the Trustee money or Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture. 







 This Note shall for all purposes be governed by, and construed in accordance with, the
laws of the State of New York. 
 Certain terms used in this Note which are defined in the Indenture have the meanings set
forth therein. 







 FORM OF ASSIGNMENT 

 

			
	 FOR VALUE RECEIVED, the undersigned hereby sells, assigns

and transfers unto
	  	
		
	 PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE
	  	
		
	  
	  	
	 (Name and address of Assignee, including zip code, must be

printed or typewritten)
	  	
		
	  
	  	
		  	
		
	  
	  	
	 the within Note, and all rights thereunder, hereby irrevocably,

constituting and appointing
	  	
		
	  
	  	
		  	
		
	  
	  	
	 Attorney to transfer the said Note on the books of Altria Group,

Inc. with full power of substitution in the premises.
	  	

  

					
	
Dated:                     

	  	  
	  	
		  	 NOTICE: The signature to this

assignment must correspond with the
 name as it
appears upon the face of
 the within Note in every particular,

without alteration or enlargement or
 any change
whatsoever.