Exhibit








Exhibit 10.45












	
	
	THIS RELEASE MUST BE SIGNED AND RETURNED TO CHARLIE WHITAKER BY JUNE 21, 2018.  YOU MAY REVOKE THIS RELEASE WITHIN 7 DAYS AFTER YOU SIGN IT BY SUBMITTING A WRITTEN REVOCATION TO CHARLIE WHITAKER.






AGREEMENT AND GENERAL RELEASE
Altria Group, Inc. (“Company”) and you, James E. Dillard, agree as follows:
Based on your announced retirement date of June 1, 2018, you acknowledge that your employment with the Company will end on May 31, 2018 (your “Departure    Date”).  The effective date of this agreement shall be June 1, 2018.
Section 1 - Benefits and Consideration
		
	(a)
	  Benefits




Following your Departure Date, you will be entitled to payments, contributions  and benefits under the normal terms and conditions of the Company’s benefit plans and compensation arrangements, as they may be amended, modified or terminated any          time in the manner prescribed by the plan documents, including, without limitation, earned but unpaid salary and payment for your accrued but unused 2018 vacation time. You acknowledge and agree that you will not be eligible to make any further   contributions to, nor will you receive any additional contributions, credits, or accruals under, the Company’s retirement plans with respect to periods following your        Departure Date. 
		
	(b)
	  Severance




Your salary will be continued after your Departure Date for a period of 48 weeks (“Severance”) in accordance with the Altria Severance Pay Plan (“Severance Plan”). In addition, you will receive continued benefits coverage under certain Company health and welfare benefit plans during the period you receive Severance, subject to the terms and conditions of the Severance Plan and the applicable benefit plans.











		
	(c)
	Executive Vehicle Program 




After your Departure Date, you will have the opportunity to purchase your vehicle pursuant to the terms of the Executive Vehicle Program.
		
	(d)
	Acknowledgement of Consideration In Exchange For Release




In exchange for your promises in this Agreement and General Release (“Release”), the Company, having obtained the appropriate approvals from the Compensation Committee of the Board of Directors of the Company, will pay you the following:
(i)  A prorated incentive compensation award under the Management Incentive Compensation Plan (“IC Plan”) for 2018 in the amount of $212,500.00.  This represents 151 days of service in 2018, calculated based on individual and Company performance ratings at target.  This amount will be payable within 60 days following your Departure  Date and is subject to applicable withholding. 
(ii)    A prorated Long-Term Incentive Plan (“LTIP”) award, based on 2017 service and partial 2018 service.  The award will be determined based on actual business    performance during the 2017 - 2019 performance period. The prorated LTIP award, if any, will be paid in 2020 but no later than March 15, 2020, and is subject to approval by  the Compensation Committee of Altria’s Board of Directors.
(iii)    A cash payment equal to the full value of your unvested 2015, 2016, 2017, and 2018 Altria Group Stock Awards (RSUs and PSUs), less any applicable  withholdings, with the value of your PSUs based on the target number of units. This  cash payment is being made to you based on the forfeiture of your unvested 2015, 2016, 2017, and 2018 Altria Group Stock Awards as of your Departure Date.
The cash payment will be based on the average closing price on the New York Stock Exchange Composite Index for a share of Altria Group common stock on each of the 20 trading days immediately preceding and including your Departure Date. Section 409A of the Internal Revenue Code requires the Company to delay most of these payments by six months. Payment for your 2016 RSU Award will be made within 60 days following your Departure Date.  Payment, including interest, for your other Stock Awards will occur as soon as administratively possible after the six month anniversary of your Departure Date.
You understand and agree that these payments are being made and the         valuations will be determined in accordance with the terms established at the sole discretion of the Company. Finally, you understand and agree that you will not be       eligible for any future stock awards and that you will not be entitled to receive          dividends or dividend equivalents on any forfeited stock awards after your Departure Date. Declared dividend equivalents accrued during the vesting period for your 2017 


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and 2018 PSU Awards will be calculated using the target number of units and will be paid as soon as administratively possible after the six month anniversary of your Departure Date. 
Section 2 - Consulting Services
For a period of up to one year following your Departure Date, you agree to make yourself available to the Company, upon its request, to perform advisory consulting services.  Any such services would be limited in scope and duration and would be       subject to your personal schedule and other commitments.  If the Company requests   such services, the full terms of such consulting services will be mutually agreed upon between the Company and you and will include payment at a rate of $600/hour.     
If requested to consult, you will devote your time and best efforts to the performance of consulting services for the Company or any of its affiliates, and will not enter in to any agreement to provide consulting services to any competitor of the Company, its affiliates, or to any entity on a topic contrary to, or inconsistent with, the interests of the Company and its affiliates.  


Section 3 - Your Complete Release of Claims
		
	(a)
	In General




You unconditionally release and discharge all the Claims described in Section 3(b) that you may now have against the Released Parties as defined Section 3(c), except that you are not releasing: (i) any claim that cannot lawfully be released or discharged, (ii) any claim that relates to your right to enforce this Release, or (iii) any claim that may arise after you sign this Release.
		
	(b)
	Claims Released




Subject only to the exceptions in Section 3(a), you are releasing and discharging all known and unknown claims, promises, causes of action, or similar rights of any type that you presently may have (“Claims”) with respect to any of the Released Parties      listed in Section 3(c).  You understand that the Claims you are releasing and discharging might arise under many different laws (including federal, state and local statutes, executive orders, regulations, other administrative guidance, and common law doctrines), including but not limited to the following:
(i)  Antidiscrimination statutes, such as the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Executive Order   11141, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, Executive Order 11246, the Equal Pay Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, Sections 503 and 504 of 


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the Rehabilitation Act of 1973, and any other federal, state, or local laws        prohibiting these or other kinds of employment discrimination.
(ii)      Other laws, such as federal, state, or local laws regarding workers’ compensation (to the extent permitted by applicable law), an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees in any prescribed manner; any other federal,        state, or local laws providing recourse for alleged wrongful discharge, physical              or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, retaliation and similar or related claims; and the laws of countries  outside the United States (including laws mandating severance payments).
(iii)  Examples of Claims you are releasing and discharging include, but are not limited to: (1) Claims that in any way relate to your employment with the           Company or its affiliates, or the termination of that employment, such as Claims  for compensation, bonuses, incentive compensation payments, lost wages, or         leave pay; (2) Claims that in any way relate to the design or administration of                  any employee benefit program; (3) any claim to additional benefits under the Severance Plan; (4) Claims that you have irrevocable or vested rights to             severance or similar benefits or to post-employment health or group insurance benefits (other than as specifically set forth in this Release); (5) any Claim, such as a benefit claim, that was explicitly or implicitly denied before you signed this Release; or (6) any Claim to attorneys’ fees or other indemnities.     
		
	(c)
	Released Parties




The Released Parties are the Company, all affiliated companies, parents,    divisions or subsidiaries, and, with respect to each of them, all of the Company’s or     such related entities’ predecessors and successors, and, with respect to the Company   and each entity described above, all of their past and present employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers  of such programs), and any other persons acting by, through, under, or in concert with any of the persons or entities listed in this paragraph.
		
	(d)
	Right to Revoke




You may revoke this Release within 7 days after signing it by submitting a       written revocation to Charlie Whitaker, in which case this Release will be canceled and of no force or effect, and you will not be entitled to receive the consideration provided in exchange for executing this Release.




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Section 4 - Your Promises 


		
	(a)
	 Whistleblower Claims and Other Government Investigations




Nothing in this Release or in any agreement referenced herein does, or is       intended to, restrict your ability (with or without prior notice to or authorization by the Company) to raise in good faith or participate in an investigation regarding any        potential violation of law or regulation with the Securities and Exchange Commission (SEC), the Equal Employment Opportunity Commission (EEOC), the Occupational Safety and Health Administration (OSHA), the U.S. Food and Drug Administration (FDA), or any other state or federal governmental or regulatory agency.  This Release also does not prevent you from making other disclosures protected by law under the whistleblower provisions of any state or federal statutes or regulations.  Any such disclosures should be made only to parties authorized to investigate the potential  violation and limited to information that is reasonably related to the alleged violation and/or specifically requested by the investigating agency. 
		
	(b)
	Confidential Information  




You agree that any disclosure of confidential information concerning the Company’s operations, business methods or employees made to any governmental or regulatory agency will be limited to Confidential Information that is reasonably related to the alleged violation and/or specifically requested by the investigating agency.  You also agree that the disclosure(s) will be made only to such parties authorized to investigate the potential violation.
		
	(c)
	No Future Lawsuit for Released Claims


 
You further agree not to file any lawsuit, demand for arbitration, or any other adversarial or administrative proceeding seeking personal relief (individually, with others, or as part of a putative class) in the future pursuing any of the Claims released and discharged in this Release.  You acknowledge and understand that you are         expressly waiving your right to any personal relief for Claims released and discharged in this Release to the fullest extent permitted by law, including but not limited to lost wages, salary, benefits, money damages, attorneys’ fees, costs, reinstatement, or any other legal or equitable relief whatsoever, even if sought on your behalf by any governmental agency or any person claiming to represent you and/or any member of a putative class.  
		
	(d)
	Company Property and Records Management




By your signature below, you certify that you have conducted a diligent search for, and have returned or return herewith: (1) any and all "Confidential Information," as defined by Company policies; (2) the originals and all copies of any business records of 


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the Company and its affiliates and any credit cards, access and identification cards, computers, cellular telephones, PDA’s, wireless devices, keys, and any other property of the Company or its affiliates in my possession; and (3) any and all other confidential, secret or proprietary materials in my custody, possession or control belonging to or obtained from the Company and its affiliates.
You also certify that you have properly preserved and retained all records of the Company within your possession or control that are needed for business or legal    purposes in accordance with the Company’s policies and other applicable guidance addressing records management.  You have appropriately provided both access to          those records and instructions to management regarding those records such that the Company will be able to find and utilize them.


		
	(e)
	  Certification of Compliance




By your signature below, you certify to the best of your knowledge that, during your employment with the Company, you have not engaged in conduct that violated      the Company’s policies or applicable laws (with the exception of any conduct      previously reported to the Company or to the proper governmental or regulatory investigative authority).  You also certify that, during your employment with the Company, you have been afforded the opportunity to report to the Company any         alleged violations of its policies or applicable laws, and that to the best of your     knowledge there is no violation of which you are aware that has not been reported to  the Company or to the proper investigating authority.
		
	(f)
	  Indemnification 




 The Company and you acknowledge and agree that the Company’s restated Articles of Incorporation provide for the exculpation, indemnification and the advancement and reimbursement of legal and other expenses for former officers and directors among other eligible persons.


		
	(g)
	  Non-Disparagement and Cooperation




Except for disclosures described in Section 4(a), you agree not to make any disparaging, derogatory, or defamatory statements to anyone, whether spoken or written, about the Company or its affiliates, their respective products or services, or any of their respective current or former officers, directors, or employees.  You also agree not to voluntarily aid or assist any legal action or proceeding filed by third parties against the Company or any of its affiliates or their directors, officers or employees, unless your participation is protected under the law or authorized by Section 4(a).  Nothing in this Release prevents you or the Company from responding truthfully to a 


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lawfully-issued subpoena, court order or other lawful request by any regulatory agency or governmental authority.
To the extent consistent with applicable law, you agree to cooperate reasonably and truthfully with the Company and its affiliates (in your capacity as a former       employee of the Company and not as a practicing attorney) in the prosecution, defense, or pursuit of any matter in which you were involved.
		
	(h)
	  Confidentiality and Non-Competition 




You acknowledge you have executed a previous agreement or agreements (“Prior Agreement”) with the Company, its affiliates, or a predecessor to such    companies, relating to confidentiality of information or non-competition obligations.  This includes the Confidentiality and Non-Competition Agreement dated August 2,  2010.  You acknowledge and agree that, to the extent not contrary to the terms of this Release, the terms of such Prior Agreement shall remain in full force and effect.
		
	(i)
	  Notice of Request for Disclosure




Unless it would impede your ability to communicate directly with any governmental or regulatory agency, including the Securities and Exchange     Commission, regarding the issues set forth in Section 4(a), in the event you are lawfully issued a subpoena or court order or other lawful request by a regulator or             governmental authority related to your employment with or separation from the  Company or its affiliates, you will give the Company at least 10 days’ notice prior to the time noticed for such disclosure, unless such notice is impossible, in which case, you will give the Company immediate notice within not more than 24 hours after you        receive any such subpoena, court order or request.  
		
	(j)
	  Implementation




You agree to sign any documents and do anything else that is necessary in the future to implement this Release.
Section 5 - Consequences of Violating Your Promises
The promises and representations you made in Section 4 are a material    inducement for the Company to enter into this Release.  If the Company determines     you have violated a promise in Section 4 or that if any representation you made in     Section 4 was false when made, the Company will notify you of such violation.  You agree that you will forfeit any future payments provided as consideration for this      Release and that you will reimburse the Company, upon its request and as allowed by applicable law, for any amounts previously paid to you or on your behalf because you signed this Release and to pay any other damages, reasonable costs, expenses, and attorneys’ fees that the Company or any of the other Released Parties may incur as a 


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result of your breaching any promise you made in Section 4 of this Release or if any representation you made in Section 4 of this Release was false when made.
Section 6 - Consideration of Release
You acknowledge that before deciding to sign this Release, you were given a            period of at least 21 calendar days to consider this Release.  If you choose to execute this Release prior to the expiration of the 21 day period, you acknowledge that you were afforded a period of at least 21 days to consider this Release before executing it and your execution prior to the expiration of the 21 day period is your free and voluntary act.  You further acknowledge that the Company encouraged you to discuss this Release with your attorney before signing it and that you had the opportunity to do so to the extent you deemed it appropriate.  You further acknowledge that you (a) carefully read this Release; (b) fully understand it; and (c) enter into it voluntarily and without relying on any promises, statements or representations by the Company or its employees.  
Section 7 - Miscellaneous
		
	(a)
	  Entire Agreement




Except for the Prior Agreement and as otherwise noted in this Release, this  Release constitutes the entire agreement between you and the Company.  This Release may not be modified or canceled in any manner except by a writing signed by both you and an authorized Company official.  You acknowledge that the Company has made no representations or promises to you other than those in this Release.  If any provision in this Release is found to be invalid or unenforceable, all other provisions will remain fully enforceable. 
		
	(b)
	  Successors




This Release binds your heirs, administrators, representatives, executors, successors, and assigns, and anyone else claiming through you or on your behalf, and will inure to the benefit of all Released Parties and their respective heirs, administrators, representatives, executors, successors, and assigns.
		
	(c)
	  Interpretation and Governing Law




This Release shall be construed as a whole according to its fair meaning.  It shall not be construed strictly for or against you or any of the Released Parties.  Unless the context indicates otherwise, the term “or” shall be deemed to include the term “and”   and the singular or plural number shall be deemed to include the other.  Captions are intended solely for convenience of reference and shall not be used in the interpretation of this Release.  This Release shall be governed by and construed and enforced in 


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accordance with the laws of the Commonwealth of Virginia applicable to contracts made and to be performed therein, without giving effect to conflict of laws principles.






BY SIGNING BELOW, THIS RELEASE IS AGREED TO AND VOLUNTARILY ACCEPTED BY:




	
						
	Date:
	06/06/2018
	 
	/s/ JAMES E. DILLARD
	 

	 
	 
	 
	James E. Dillard
	 

	 
	 
	 
	Personnel #: 269338
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	Date:
	6/8/2018
	 
	By:
	/s/ CHARLES N. WHITAKER
	 

	 
	 
	 
	 
	Charles N. Whitaker
	 

	 
	 
	 
	 
	Senior Vice President
	 

	 
	 
	 
	 
	Human Resources,
	 

	 
	 
	 
	 
	Compliance and IS
	 

	 
	 
	 
	 
	Altria Group, Inc.
	 

	 
	 
	 
	 
	On behalf of the Company
	 








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