Form of Restricted Stock Agreement

Exhibit 10


THE ALTRIA GROUP, INC.

PERFORMANCE INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT

(January 26, 2005)

ALTRIA GROUP, INC. (the " Company" ), a Virginia corporation, hereby grants to the employee identified in the 2005 Restricted Stock Award section of the Award Statement (the " Employee" ) under The Performance Incentive Plan (the " Plan" ) a Restricted Stock Award (the " Award" ) dated January 26, 2005, with respect to the number of shares set forth in the 2005 Restricted Stock Award section of the Award Statement (the " Shares" ) of the Common Stock of the Company (the " Common Stock" ), all in accordance with and subject to the following terms and conditions:

1. Book Entry Registration . The Shares shall be evidenced by a book entry account maintained by the Company' s Transfer Agent for the Common Stock. Upon the vesting of Shares, no certificates will be issued except upon a separate written request therefor made to such Transfer Agent or other agent as determined by the Company.


2. Restrictions . Subject to Section 3 below, the restrictions on the Shares shall lapse and the Shares shall vest on the Vesting Date set forth in the 2005 Restricted Stock Award section of the Award Statement (the " Vesting Date" ), provided that the Employee remains an employee of the Company (or a subsidiary or affiliate) during the entire period (the " Restriction Period" ) commencing on the Award Date set forth in the Award Statement and ending on the Vesting Date.

3. Termination of Employment During Restriction Period . In the event of the termination of the Employee' s employment with the Company (and with all subsidiaries and affiliates of the Company) prior to the Vesting Date due to death, or Disability, or upon the Employee reaching eligibility for Normal Retirement, the restrictions on the Shares shall lapse and the Shares shall become fully vested on the date of death, Disability, or Normal Retirement.

If the Employee' s employment with the Company (and with all subsidiaries and affiliates of the Company) is terminated for any reason other than death or Disability, prior to the end of the Restriction Period, the Employee shall forfeit all rights to the Shares. Notwithstanding the foregoing, the Compensation Committee of the Board of Directors of the Company may, in its sole discretion, waive the restrictions on, and the vesting requirements for, the Shares.


4. Voting and Dividend Rights . During the Restriction Period, the Employee shall have the rights to vote the Shares and to receive any cash dividends payable with respect to the Shares, ...