Sample_COC

Colleagues:

Of course, no compliance program is perfect. In corporations as large and complex as ours, there will be employees who run afoul of the rules, often unintentionally. Our objective is to have a compliance system and culture that prevents such issues from arising, but also one in which issues get raised early and addressed promptly and effectively when they do occur. In my experience, big problems usually start small, and we can avert them if we identify and address them earlier rather than later. Our commitment to compliance means that we all understand our obligation to prevent issues of non-compliance. We should never see a potential compliance issue and say to ourselves, “That’s not my problem.” This goes against our Values and unnecessarily puts our company at risk. All of us have a duty to seek guidance when we are unsure about the right course of action and to speak up when someone is not acting in compliance with our Code or policies. We are all accountable for upholding the principles in our Code. It applies equally to all of us, regardless of position, and will be enforced fairly across our company. Take pride in your conduct and never compromise your integrity.

Together, our companies have been in business for more than 180 years, through ever-changing and increasingly complex business environments. To continue to be successful, we must run our businesses responsibly and in compliance with all applicable laws. Furthermore, we must hold ourselves to high standards of integrity in all that we do. Our shareholders expect no less. It is up to all of us to pursue our Mission and strategies by fully adhering to our Values and this Code of Conduct. This includes thoroughly thinking through our decisions and actions and basing them on the solid foundation of our Values and commitment to compliance. Our Code of Conduct, Mission and Values, and the Policy Library work together to provide us guidance on how we should approach our work. Our Code is not a prescription, but rather a framework for operating with integrity. It directs us to ask before acting: ■ ■ Is it legal? ■ ■ Does it follow company policy? ■ ■ Is it the right thing to do? ■ ■ How would it look to those inside and outside the company? Our Code applies to all work situations in which we may find ourselves – from conflicts of interest and giving and receiving gifts to adhering to antitrust and unfair competition laws. Specific company policies supplement our Code’s guidance and, when used together, provide direction to make sound decisions. It is our responsibility to know and understand our Code and the policies that apply to our work.

Thank you for your continued commitment to our Mission, Values and Code of Conduct.

Marty Barrington Chairman and Chief Executive Officer Altria Group, Inc.