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Transition Services Agreement

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Sectors: Food, Beverages and Tobacco
Governing Law: Virginia , View Virginia State Laws
Effective Date: March 28, 2008
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Exhibit 10.1

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN ALTRIA CORPORATE SERVICES, INC.

AND

PHILIP MORRIS INTERNATIONAL INC.

DATED AS OF MARCH 28, 2008

TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS 1 ARTICLE II SERVICES TO BE PROVIDED 4

2.1. Exhibits. 4

2.2. Independent Contractors. 4

2.3. Standard of Care. 4

2.4. Records. 4 ARTICLE III FEES 5

3.1. General. 5

3.2. Payments. 5 ARTICLE IV REPRESENTATIVES 5

4.1. Representatives. 5 ARTICLE V THIRD PARTY AGREEMENTS 5 ARTICLE VI AUTHORITY; INFORMATION; COOPERATION; CONSENTS 6

6.1. Authority. 6

6.2. Information Regarding Transition Services. 6

6.3. Cooperation. 6

6.4. Further Assurances. 7 ARTICLE VII AUTHORITY AS AGENT 7 ARTICLE VIII CONFIDENTIAL INFORMATION 7

8.1. Definition. 7

8.2. Nondisclosure. 7

8.3. Permitted Disclosure. 7

8.4. Ownership of Confidential Information. 8 ARTICLE IX TERM AND TERMINATION 8

9.1. Term. 8

9.2. Termination. 8

9.3. Termination Assistance Services. 8


i ARTICLE X LIMITATION OF LIABILITY; INDEMNIFICATION 9

10.1. Limitation of Liability. 9

10.2. Indemnification. 9 ARTICLE XI DISPUTE RESOLUTION 9 ARTICLE XII MISCELLANEOUS 10

12.1. Original Services Agreement. 10

12.2. Incorporation of Distribution Agreement Provisions. 10

12.3. Governing Law. 10

12.4. References. 10

12.5. Notices. 10


ii

TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT , dated as of March 28, 2008 (as amended and supplemented pursuant to the terms hereof, this " Agreement" ), is entered into by and between Altria Corporate Services, Inc., a New York corporation (" ALCS" ), and Philip Morris International Inc., a Virginia corporation (" PMI" ). WITNESSETH:

WHEREAS , ALCS currently provides certain services to PMI and its wholly-owned subsidiaries pursuant to a Services Agreement, dated as of January 1, 2004, as amended (the " Original Services Agreement" ); and WHEREAS , Altria Group Inc., a Virginia corporation (" Altria" ), and PMI have entered into a Distribution Agreement, dated as of January 30, 2008 (the " Distribution Agreement" ), providing for, among other things, the distribution by Altria of its entire ownership interest in PMI through a pro-rata distribution of all of the outstanding shares of PMI Common Stock owned by Altria on the Distribution Date to the holders of Altria Common Stock pursuant to the terms and subject to the conditions of the Distribution Agreement (the " Distribution" ); and WHEREAS , ALCS and PMI desire to enter into this Agreement to supercede the Original Services Agreement and to set forth the roles and responsibilities with regard to services to be provided by ALCS to PMI for certain transition periods not to exceed twenty-four months following the Distribution.

NOW, THEREFORE , the parties agree as follows:

ARTICLE I DEFINITIONS

Affiliate : with respect to any specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group and no officer or director of any member of either Group shall be deemed to be an Affiliate of any member of the other Group.

ALCS : as defined in the preamble to this Agreement.

Altria : as defined in the recitals to this Agreement.

Altria Common Stock : the common stock, par value $0.33 1 / 3 per share, of Altria.

Altria Group : Altria and the Subsidiaries of Altria other than members of the PMI Group.

Arbitration Act : the United States Arbitration Act, 9 U.S.C. a7a7 1-16, as the same may be amended from time to time.

Business Day : any day other than a Saturday, a Sunday or a day on which banking institutions located in the Commonwealth of Virginia or the State of New York are authorized or obligated by Law or executive order to close.

Confidential Information : as defined in Section 8.1 hereof.

Distribution : as defined in the recitals to this Agreement.

Distribution Agreement : as defined in the recitals to this Agreement. Distribution Date : the date on which the Distribution becomes effective. Employee Costs : for each employee of ALCS performing the Transition Services, the salaries, fringe benefits, executive compensation benefits (if applicable) and depreciation/amortization of office equipment and software (if applicable) attributable to the employee, based on the ratio of ALCS' s estimate of the time spent by the employee on behalf of PMI divided by the total time spent by the employee.

Employee Matters Agreement : as defined in Section 3.1 hereof. Exhibits : as defined in Section 2.1 hereof.

Fees : as defined in Section 3.1 hereof.

Governmental Authority : any federal, national, state, provincial, local, foreign, international or other court, government, department, commission, board, bureau or agency, authority (including, but not limited to, any central bank or taxing authority) or instrumentality (including, but not limited to, any court, tribunal or grand jury).

Group : the Altria Group or the PMI Group, as the context requires.

Law : any federal, national, state, provincial, local or foreign statute, ordinance, regulation, code, license, permit, authorization, approval, consent, common law, legal doctrine, order, judgment, decree, injunction or requirement of any Governmental Authority or any order or award of any arbitrator, now or hereafter in effect. " Law" shall specifically include, but shall not be limited to, any state, federal, or foreign statute or common law for deceptive and unfair trade practices, unfair and fraudulent business practices, fraud, or violation of the Racketeer Influenced and Corrupt Practices Act (" RICO" ) or similar statute.

Liabilities : means any and all claims, debts, Losses, liabilities, assessments, guarantees, assurances, commitments and obligations, of any kind, character or description (whether absolute, contingent, matured, not matured, liquidated, unliquidated, accrued, known, unknown, direct, indirect, derivative or otherwise or whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise) whenever arising, including, but not limited to, those arising under or in connection with any Law, and those arising under any contract, guarantee, commitment or undertaking.


2

Losses : with respect to any Person, all losses, damages (whether compensatory, punitive, consequential, multiple or other), judgments, settlements, equitable or injunctive relief or disgorgements, including, where applicable, all punitive damages and criminal and civil fines and penalties, but excluding damages in respect of actual or alleged lost profits, suffered by such Person, and including all costs, expenses and interest relating thereto (including, but not limited to, all expenses of investigation, all accountant or attorneys' fees and all other out-of-pocket expenses), regardless of whether any such losses, damages, judgments, settlements, costs, expenses, fines and penalties relate to or arise out of such Person' s own alleged or actual negligent, grossly negligent, reckless or intentional misconduct.

Original Services Agreement : as defined in the preamble to this Agreement. Parties : ALCS and PMI (Party means either ALCS or PMI).

PMI : as defined in the preamble to this Agreement.

PMI Common Stock : the common stock, no par value, of PMI.

PMI Group : PMI and the PMI Subsidiaries. Person : an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization, or any government or any department or agency thereof.

Records : as defined in Section 2.4 hereof. Representatives : as defined in Section 4.1 hereof.

Subsidiary : with respect to any specified Person, any corporation or other legal or other entity of which such Person or any of its Subsidiaries controls or owns, directly or indirectly, more than 50% of the stock or other equity interest entitled to vote on the election of members to the board of directors or similar governing body; provided, however, that for purposes of this Agreement, (1) the PMI Subsidiaries shall be deemed to be Subsidiaries of PMI and (2) no member of the PMI Group shall be deemed to be a Subsidiary of any member of the Altria Group.

Transition Services (or " Services" ) : as defined in Section 2.1 hereof.

Transition Period : as defined for each Service in the appropriate Exhibit.


3

ARTICLE II

SERVICES TO BE PROVIDED

2.1. Exhibits .

(a) Exhibits 1 through 9 (collectively, the " Exhibits" ) attached to and made a part of this Agreement describe the services to be provided by ALCS to PMI and one or more members of the PMI Group, as designated from time to time by PMI (the " Transition Services" or " Services" ). The Parties have made a good faith effort as of the date hereof to identify each Transition Service and to complete the content of the Exhibits accurately. It is anticipated that the Parties will modify the Transition Services from time to time. In that case or to the extent that any Exhibit is incomplete, the Parties will use good faith efforts to modify the Exhibits. There are certain terms that are specifically addressed in the Exhibits attached hereto that may differ from the terms provided hereunder. In those cases, the specific terms described in the Exhibits shall govern that Transition Service.

(b) The Parties may also identify additional Services that they wish to incorporate into this Agreement. The Parties will create additional Exhibits setting forth the description of such Services, the Fees for such Services and any other applicable terms.

2.2. Independent Contractors .

ALCS will provide the Transition Services either through its own resources, through the resources of its subsidiaries or Affiliates, or by contracting with independent contractors as agreed hereunder. To the extent that ALCS decides to provide a Transition Service through an independent contractor in the future, ALCS shall consult with and obtain the prior approval of PMI, which approval shall not be unreasonably withheld.

2.3. Standard of Care .

In providing the Transition Services hereunder, ALCS will exercise the same degree of care as it has historically exercised in providing such Transition Services to its Affiliates prior to the date hereof, including at least the same level of quality, responsiveness and timeliness as has been exercised by ALCS with respect to such Transition Services.

2.4. Records .

ALCS shall keep full and detailed records dealing with all aspects of the Transition Services performed by it hereunder (the " Records" ) and:

(a) shall provide access to the Records to PMI at all reasonable times; and

(b) shall maintain the Records in accordance with good record management practices and with at least the same degree of completeness and care as it maintains for its other similar business interests.


4

ARTICLE III

FEES

3.1. General .

PMI will pay to ALCS a fixed fee for each Transition Service as set forth in the attached Exhibits (collectively, the " Fees" ). The Fees constitute full compensation to ALCS for all charges, costs and expenses incurred by ALCS on behalf of PMI in providing the Services, unless otherwise specifically provided in the Exhibits. Notwithstanding the terms of any of the Exhibits, the Fees for each Transition Service shall be reduced by any amounts PMI is required to pay pursuant to Section 4.1(c) of the Employee Matters Agreement (the " Employee Matters Agreement" ), dated as of even date herewith, between PMI and Altria, with respect to any person who provides Services under this Agreement and thereafter becomes a PMI Transferee (as defined in the Employee Matters Agreement). Except as specifically provided herein or in the Exhibits, or as subsequently agreed by PMI and ALCS, PMI will not be responsible to ALCS or any independent contractor retained by ALCS, for any additional fees, charges, costs or expenses relating to the Services, unless such additional fees, charges, costs or expenses are a direct result of PMI' s unilateral deviation from the scope of the services defined in the Exhibits. 3.2. Payments .

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