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                                                                     EXHIBIT 4.3



                                    UST INC.

                      8.80% SENIOR NOTES DUE MARCH 15, 2005


                                     ------



                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                                 March 6, 2000

Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
FleetBoston Robertson Stephens Inc.
c/o Goldman Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

      UST Inc., a Delaware corporation (the "Company"), proposes to issue and
sell to the Purchasers (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) its 8.80% Senior Notes due March 15,
2005. As an inducement to the Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Company agrees with the Purchasers for the benefit of holders
(as defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

      1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

      "Base Interest" shall mean the interest that would otherwise accrue on the
   Securities under the terms thereof and the Indenture, without giving effect
   to the provisions of this Agreement.

      The term "broker-dealer" shall mean any broker or dealer registered with
   the Commission under the Exchange Act.

      "Closing Date" shall mean the date on which the Securities are initially
   issued.


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      "Commission" shall mean the United States Securities and Exchange
   Commission, or any other federal agency at the time administering the
   Exchange Act or the Securities Act, whichever is the relevant statute for the
   particular purpose.

      "Effective Time," in the case of (i) an Exchange Registration, shall mean
   the time and date as of which the Commission declares the Exchange
   Registration Statement effective or as of which the Exchange Registration
   Statement otherwise becomes effective and (ii) a Shelf Registration, shall
   mean the time and date as of which the Commission declares the Shelf
   Registration Statement effective or as of which the Shelf Registration
   Statement otherwise becomes effective.

      "Electing Holder" shall mean any holder of Registrable Securities that has
   returned a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
   successor thereto, as the same shall be amended from time to time.

      "Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
   hereof.

      "Exchange Registration" shall have the meaning assigned thereto in Section
   3(c) hereof.

      "Exchange Registration Statement" shall have the meaning assigned thereto
   in Section 2(a) hereof.

      "Exchange Securities" shall have the meaning assigned thereto in Section
   2(a) hereof.

      The term "holder" shall mean each of the Purchasers and other persons who
   acquire Registrable Securities from time to time (including any successors or
   assigns), in each case for so long as such person owns any Registrable
   Securities.

      "Indenture" shall mean the Indenture, dated as of May 27, 1999, between
   the Company and State Street Bank and Trust Company, as Trustee, as the same
   shall be amended from time to time.

      "Notice and Questionnaire" means a Notice of Registration Statement and
   Selling Securityholder Questionnaire substantially in the form of Exhibit A
   hereto.

      The term "person" shall mean a corporation, association, partnership,
   organization, business, individual, government or political subdivision
   thereof or governmental agency.

      "Purchase Agreement" shall mean the Purchase Agreement, dated as of March
   1, 2000, between the Purchasers and the Company relating to the Securities.

      "Purchasers" shall mean the Purchasers named in Schedule I to the Purchase
   Agreement.


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      "Registrable Securities" shall mean the Securities; provided, however,
   that a Security shall cease to be a Registrable Security when (i) in the
   circumstances contemplated by Section 2(a) hereof, the Security has been
   exchanged for an Exchange Security in an Exchange Offer as contemplated in
   Section 2(a) hereof (provided that any Exchange Security that, pursuant to
   the last two sentences of Section 2(a), is included in a prospectus for use
   in connection with resales by broker-dealers shall be deemed to be a
   Registrable Security with respect to Sections 5, 6 and 9 until resale of such
   Registrable Security has been effected within the 90-day period referred to
   in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
   hereof, a Shelf Registration Statement registering such Security under the
   Securities Act has been declared or becomes effective and such Security has
   been sold or otherwise transferred by the holder thereof pursuant to and in a
   manner contemplated by such effective Shelf Registration Statement; (iii)
   such Security is sold pursuant to Rule 144 under circumstances in which any
   legend borne by such Security relating to restrictions on transferability
   thereof, under the Securities Act or otherwise, is removed by the Company or
   pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant
   to paragraph (k) of Rule 144; or (v) such Security shall cease to be
   outstanding.

      "Registration Default" shall have the meaning assigned thereto in Section
   2(c) hereof.

      "Registration Expenses" shall have the meaning assigned thereto in Section
   4 hereof.

      "Resale Period" shall have the meaning assigned thereto in Section 2(a)
   hereof.

      "Restricted Holder" shall mean (i) a holder that is an affiliate of the
   Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
   Securities outside the ordinary course of such holder's business, (iii) a
   holder who has arrangements or understandings with any person to participate
   in the Exchange Offer for the purpose of distributing Exchange Securities and
   (iv) a holder that is a broker-dealer, but only with respect to Exchange
   Securities received by such broker-dealer pursuant to an Exchange Offer in
   exchange for Registrable Securities acquired by the broker-dealer directly
   from the Company.

      "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule
   promulgated under the Securities Act (or any successor provision), as the
   same shall be amended from time to time.

      "Securities" shall mean, the 8.80% Senior Notes due March 15, 2005 of the
   Company to be issued and sold to the Purchasers, and securities issued in
   exchange therefor or in lieu thereof pursuant to the Indenture.

      "Securities Act" shall mean the Securities Act of 1933, or any successor
   thereto, as the same shall be amended from time to time.

      "Shelf Registration" shall have the meaning assigned thereto in Section
   2(b) hereof.

      "Shelf Registration Statement" shall have the meaning assigned thereto in
   Section 2(b) hereof.


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      "Special Interest" shall have the meaning assigned thereto in Section 2(c)
   hereof.

      "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
   successor thereto, and the rules, regulations and forms promulgated
   thereunder, all as the same shall be amended from time to time.

      Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

      2. Registration Under the Securities Act.

      (a) Except as set forth in Section 2(b) below, the Company agrees to file
   under the Securities Act, as soon as practicable, but no later than 90 days
   after the Closing Date, a registration statement relating to an offer to
   exchange (such registration statement, the "Exchange Registration Statement",
   and such offer, the "Exchange Offer") any and all of the Securities for a
   like aggregate principal amount of debt securities issued by the Company,
   which debt securities are substantially identical to the Securities (and are
   entitled to the benefits of a trust indenture which is substantially
   identical to the Indenture or is the Indenture and which has been qualified
   under the Trust Indenture Act), except that they have been registered
   pursuant to an effective registration statement under the Securities Act and
   do not contain provisions for the additional interest contemplated in Section
   2(c) below (such new debt securities hereinafter called "Exchange
   Securities"). The Company agrees to use its reasonable best efforts to cause
   the Exchange Registration Statement to become effective under the Securities
   Act as soon as practicable, but no later than 180 days after the Closing
   Date. The Exchange Offer will be registered under the Securities Act on the
   appropriate form and will comply with all applicable tender offer rules and
   regulations under the Exchange Act. The Company further agrees to use its
   reasonable best efforts to commence and complete the Exchange Offer promptly,
   but no later than 45 days after such registration statement has become
   effective, hold the Exchange Offer open for at least 30 days and exchange
   Exchange Securities for all Registrable Securities that have been properly
   tendered and not withdrawn on or prior to the expiration of the Exchange
   Offer. The Exchange Offer will be deemed to have been "completed" only if the
   debt securities received by holders other than Restricted Holders in the
   Exchange Offer for Registrable Securities are, upon receipt, transferable by
   each such holder without restriction under the Securities Act and the
   Exchange Act and without material restrictions under the blue sky or
   securities laws of a substantial majority of the States of the United States
   of America. The Exchange Offer shall be deemed to have been completed upon
   the earlier to occur of (i) the Company having exchanged the Exchange
   Securities for all outstanding Registrable Securities pursuant to the
   Exchange Offer and (ii) the Company having exchanged, pursuant to the
   Exchange Offer, Exchange Securities for all Registrable Securities that have
   been properly tendered and not withdrawn before the expiration of the
   Exchange Offer, which shall be on a date that is at least 30 days following
   the commencement of the Exchange Offer. The Company agrees (x) to include in
   the Exchange Registration Statement a prospectus for use in any resales by
   any holder of Exchange Securities that is a broker-dealer and (y) to keep
   such


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   Exchange Registration Statement effective for a period (the "Resale Period")
   beginning when Exchange Securities are first issued in the Exchange Offer and
   ending upon the earlier of the expiration of the 90th day after the Exchange
   Offer has been completed or such time as such broker-dealers no longer own
   any Registrable Securities. With respect to such Exchange Registration
   Statement, such holders shall have the benefit of the rights of
   indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
   hereof.


      Each holder that participates in the Exchange Offer will be required, as a
   condition to its participation in the Exchange Offer, to represent to the
   Company in writing (which may be contained in the applicable letter of
   transmittal) substantially to the effect that (i) any Exchange Securities to
   be received by it will be acquired in the ordinary course of its business,
   (ii) at the time of the commencement of the Exchange Offer such holder will
   have no arrangement or understanding with any person to participate in the
   distribution (within the meaning of the Securities Act) of the Exchange
   Securities in violation of the provisions of the Securities Act, (iii) such
   holder is not an affiliate of the Company within the meaning of the
   Securities Act and (iv) such holder is not acting on behalf of a person who
   could make the foregoing representations. In addition, each broker-dealer
   that will receive Exchange Securities for its own account in exchange for
   Registrable Securities that were acquired as a result of market-making or
   other trading activities will be required to represent that the Registrable
   Securities of such broker-dealer were acquired in ordinary trading or
   market-making activities. A broker-dealer that is not able to make the
   foregoing representation will not be permitted to participate in the Exchange
   Offer.

      (b) If (i) on or prior to the time the Exchange Offer is completed
   existing Commission interpretations are changed such that the debt securities
   received by holders other than Restricted Holders in the Exchange Offer for
   Registrable Securities are not or would not be, upon receipt, transferable by
   each such holder without restriction under the Securities Act, (ii) the
   Exchange Offer has not been completed within 225 days following the Closing
   Date or (iii) the Exchange Offer is not available to any holder of the
   Securities, the Company shall, in lieu of (or, in the case of clause (iii),
   in addition to) conducting the Exchange Offer contemplated by Section 2(a),
   file under the Securities Act as soon as practicable, but no later than the
   later of 30 days after the time such obligation to file arises, a "shelf"
   registration statement providing for the registration of, and the sale on a
   continuous or delayed basis by the holders of, all of the Registrable
   Securities, pursuant to Rule 415 or any similar rule that may be adopted by
   the Commission (such filing, the "Shelf Registration" and such registration
   statement, the "Shelf Registration Statement"). The Company agrees to use its
   reasonable best efforts (x) to cause the Shelf Registration Statement to
   become or be declared effective no later than 120 days after such Shelf
   Registration Statement is filed and to keep such Shelf Registration Statement
   continuously effective for a period ending on the earlier of the second
   anniversary of the Effective Time or such time as there are no longer any
   Registrable Securities outstanding, provided, however, that no holder shall
   be entitled to be named as a selling securityholder in the Shelf Registration
   Statement or to use the prospectus forming a part thereof for resales of
   Registrable Securities unless such holder is an Electing Holder, and (y)
   after the Effective Time of the Shelf Registration Statement, as soon as
   practicable after the request of any holder of Registrable Securities that is
   not then an Electing Holder, to take any action reasonably necessary to
   enable such holder to use the prospectus forming a part thereof for resales
   of


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   Registrable Securities, including, without limitation, any action necessary
   to identify such holder as a selling securityholder in the Shelf Registration
   Statement, provided, however, that nothing in this Clause (y) shall relieve
   any such holder of the obligation to return a completed and signed Notice and
   Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The
   Company further agrees to supplement or make amendments to the Shelf
   Registration Statement, as and when required by the rules, regulations or
   instructions applicable to the registration form used by the Company for such
   Shelf Registration Statement or by the Securities Act or rules and
   regulations thereunder for shelf registration, and the Company agrees to
   furnish to each Electing Holder copies of any such supplement or amendment
   prior to its being used or promptly following its filing with the Commission.

      (c) In the event that (i) the Company has not filed the Exchange
   Registration Statement or Shelf Registration Statement on or before the date
   on which such registration statement is required to be filed pursuant to
   Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
   Statement or Shelf Registration Statement has not become effective or been
   declared effective by the Commission on or before the date on which such
   registration statement is required to become or be declared effective
   pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
   has not been completed within 45 days after the initial effective date of the
   Exchange Registration Statement relating to the Exchange Offer (if the
   Exchange Offer is then required to be made) or (iv) any Exchange Registration
   Statement or Shelf Registration Statement required by Section 2(a) or 2(b)
   hereof is filed and declared effective but shall thereafter either be
   withdrawn by the Company or shall become subject to an effective stop order
   issued pursuant to Section 8(d) of the Securities Act suspending the
   effectiveness of such registration statement (except as specifically
   permitted herein) without being succeeded immediately by an additional
   registration statement filed and declared effective (each such event referred
   to in clauses (i) through (iv), a "Registration Default" and each period
   during which a Registration Default has occurred and is continuing, a
   "Registration Default Period"), then, as liquidated damages for such
   Registration Default, subject to the provisions of Section 9(b), special
   interest ("Special Interest"), in addition to the Base Interest, shall accrue
   at a per annum rate of 0.25% for the first 90 days of the Registration
   Default Period, at a per annum rate of 0.50% for the second 90 days of the
   Registration Default Period, at a per annum rate of 0.75% for the third 90
   days of the Registration Default Period and at a per annum rate of 1.0%
   thereafter for the remaining portion of the Registration Default Period.

      (d) The Company shall take all reasonable actions necessary or advisable
   to be taken by it to ensure that the transactions contemplated herein are
   effected as so contemplated.

      (e) Any reference herein to a registration statement as of any time shall
   be deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time and any reference herein to any
   post-effective amendment to a registration statement as of any time shall be
   deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time.

      3. Registration Procedures.


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         If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

      (a) At or before the Effective Time of the Exchange Offer or the Shelf
   Registration, as the case may be, the Company shall qualify the Indenture
   under the Trust Indenture Act of 1939.

      (b) In the event that such qualification would require the appointment of
   a new trustee under the Indenture, the Company shall appoint a new trustee
   thereunder pursuant to the applicable provisions of the Indenture.

      (c) In connection with the Company's obligations with respect to the
   registration of Exchange Securities as contemplated by Section 2(a) (the
   "Exchange Registration"), if applicable, the Company shall, as soon as
   practicable (or as otherwise specified):

            (i) prepare and file with the Commission, as soon as practicable but
         no later than 90 days after the Closing Date, an Exchange Registration
         Statement on any form which may be utilized by the Company and which
         shall permit the Exchange Offer and resales of Exchange Securities by
         broker-dealers during the Resale Period to be effected as contemplated
         by Section 2(a), and use its reasonable best efforts to cause such
         Exchange Registration Statement to become effective as soon as
         practicable there after, but no later than 180 days after the Closing
         Date;

            (ii) as soon as practicable, prepare and file with the Commission
         such amendments and supplements to such Exchange Registration Statement
         and the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Exchange Registration Statement for
         the periods and purposes contemplated in Section 2(a) hereof and as may
         be required by the applicable rules and regulations of the Commission
         and the instructions applicable to the form of such Exchange
         Registration Statement, and promptly provide each broker-dealer holding
         Exchange Securities with such number of copies of the prospectus
         included therein (as then amended or supplemented), in conformity in
         all material respects with the requirements of the Securities Act and
         the Trust Indenture Act and the rules and regulations of the Commission
         thereunder, as such broker-dealer reasonably may request prior to the
         expiration of the Resale Period, for use in connection with resales of
         Exchange Securities;

            (iii) promptly notify each broker-dealer holding Exchange Securities
         that has requested or received copies of the prospectus included in
         such registration statement, and confirm such advice in writing, (A)
         when such Exchange Registration Statement or the prospectus included
         therein or any prospectus amendment or supplement or post-effective
         amendment has been filed, and, with respect to such Exchange
         Registration Statement or any post-effective amendment, when the same
         has become effective, (B) of any comments by the Commission and by the
         blue sky or securities commissioner or regulator of any state with
         respect thereto or any request by the Commission for amendments or
         supplements to such Exchange Registration Statement or prospectus or
         for additional information, (C) of the issuance by the Commission of
         any


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         stop order suspending the effectiveness of such Exchange Registration
         Statement or the initiation or threatening of any proceedings for that
         purpose, (D) if at any time the representations and warranties of the
         Company contemplated by Section 5 cease to be true and correct in all
         material respects, (E) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Exchange Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose, or (F) at any time
         during the Resale Period when a prospectus is required to be delivered
         under the Securities Act, that such Exchange Registration Statement,
         prospectus, prospectus amendment or supplement or post-effective
         amendment does not conform in all material respects to the applicable
         requirements of the Securities Act and the Trust Indenture Act and the
         rules and regulations of the Commission thereunder or contains an
         untrue statement of a material fact or omits to state any material fact
         required to be stated therein or necessary to make the statements
         therein not misleading in light of the circumstances then existing;

            (iv) in the event that the Company would be required, pursuant to
         Section 3(e)(iii)(F) above, to notify any broker-dealers holding
         Exchange Securities, without delay prepare and furnish to each such
         holder a reasonable number of copies of a prospectus supplemented or
         amended so that, as thereafter delivered to purchasers of such Exchange
         Securities during the Resale Period, such prospectus shall conform in
         all material respects to the applicable requirements of the Securities
         Act and the Trust Indenture Act and the rules and regulations of the
         Commission thereunder and shall not contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading in
         light of the circumstances then existing;

            (v) use its reasonable best efforts to obtain the withdrawal of any
         order suspending the effectiveness of such Exchange Registration
         Statement or any post-effective amendment thereto at the earliest
         practicable date;

            (vi) use its reasonable best efforts to (A) register or qualify the
         Exchange Securities under the securities laws or blue sky laws of such
         jurisdictions as are contemplated by Section 2(a) no later than the
         commencement of the Exchange Offer and (B) keep such registrations or
         qualifications in effect and comply with such laws so as to permit the
         continuance of offers, sales and dealings therein in such jurisdictions
         until the expiration of the Resale Period; provided, however, that the
         Company shall not be required for any such purpose to (1) qualify as a
         foreign corporation in any jurisdiction wherein it would not otherwise
         be required to qualify but for the requirements of this Section
         3(c)(vi), (2) consent to general service of process in any such
         jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

            (vii) use its reasonable best efforts to obtain the consent or
         approval of each governmental agency or authority, whether federal,
         state or local, which may be required to effect the Exchange
         Registration, the Exchange Offer and the offering and sale of Exchange
         Securities by broker-dealers during the Resale Period;


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            (viii) provide a CUSIP number for all Exchange Securities, not later
         than the applicable Effective Time;

            (ix) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but no later than eighteen months after the effective
         date of such Exchange Registration Statement, an earning statement of
         the Company and its subsidiaries complying with Section 11(a) of the
         Securities Act (including, at the option of the Company, Rule 158
         thereunder).

      (d) In connection with the Company's obligations with respect to the Shelf
   Registration, if applicable, the Company shall, as soon as practicable (or as
   otherwise specified):

            (i) prepare and file with the Commission, as soon as practicable but
         in any case within the time periods specified in Section 2(b), a Shelf
         Registration Statement on any form which may be utilized by the Company
         and which shall register all of the Registrable Securities for resale
         by the holders thereof in accordance with such method or methods of
         disposition as may be specified by such of the holders as, from time to
         time, may be Electing Holders and use its reasonable best efforts to
         cause such Shelf Registration Statement to become effective as soon as
         practicable but in any case within the time periods specified in
         Section 2(b);

            (ii) not less than 30 calendar days prior to the Effective Time of
         the Shelf Registration Statement, mail the Notice and Questionnaire to
         the holders of Registrable Securities; no holder shall be entitled to
         be named as a selling securityholder in the Shelf Registration
         Statement as of the Effective Time, and no holder shall be entitled to
         use the prospectus forming a part thereof for resales of Registrable
         Securities at any time, unless such holder has returned a completed and
         signed Notice and Questionnaire to the Company by the deadline for
         response set forth therein; provided, however, holders of Registrable
         Securities shall have at least 28 calendar days from the date on which
         the Notice and Questionnaire is first mailed to such holders to return
         a completed and signed Notice and Questionnaire to the Company;

            (iii) after the Effective Time of the Shelf Registration Statement,
         upon the request of any holder of Registrable Securities that is not
         then an Electing Holder, as soon as practicable send a Notice and
         Questionnaire to such holder; provided that the Company shall not be
         required to take any action to name such holder as a selling
         securityholder in the Shelf Registration Statement or to enable such
         holder to use the prospectus forming a part thereof for resales of
         Registrable Securities until such holder has returned a completed and
         signed Notice and Questionnaire to the Company;

            (iv) as soon as practicable prepare and file with the Commission
         such amendments and supplements to such Shelf Registration Statement
         and the prospectus included therein as may be necessary to effect and
         maintain the effectiveness of such Shelf Registration Statement for the
         period specified in Section 2(b) hereof and as may be required by the
         applicable rules and regulations of the Commission and the instructions
         applicable to the form of such Shelf Registration Statement, and
         furnish to the Electing


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         Holders copies of any such supplement or amendment simultaneously with
         or prior to its being used or filed with the Commission;

            (v) comply with the provisions of the Securities Act with respect to
         the disposition of all of the Registrable Securities covered by such
         Shelf Registration Statement in accordance with the intended methods of
         disposition by the Electing Holders provided for in such Shelf
         Registration Statement;

            (vi) provide (A) the Electing Holders, (B) the underwriters (which
         term, for purposes of this Exchange and Registration Rights Agreement,
         shall include a person deemed to be an underwriter within the meaning
         of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any
         sales or placement agent therefor, (D) counsel for any such underwriter
         or agent and (E) not more than one counsel for all the Electing Holders
         the opportunity to participate in the preparation of such Shelf
         Registration Statement, each prospectus included therein or filed with
         the Commission and each amendment or supplement thereto;

            (vii) for a reasonable period prior to the filing of such Shelf
         Registration Statement, and throughout the period specified in Section
         2(b), make available at reasonable times at the Company's principal
         place of business or such other reasonable place determined by the
         Company for inspection by the persons referred to in Section 3(d)(vi)
         who shall certify to the Company in writing that they have a current
         intention to sell the Registrable Securities pursuant to the Shelf
         Registration such financial and other information and books and records
         of the Company, and cause the officers, employees, counsel and
         independent certified public accountants of the Company to respond to
         such inquiries, as shall be reasonably necessary, in the judgment of
         the respective counsel referred to in such Section, to conduct a
         reasonable investigation within the meaning of Section 11 of the
         Securities Act; provided, however, that each such party shall be
         required to maintain in confidence and not to disclose to any other
         person any information or records reasonably designated by the Company
         as being confidential, until such time as (A) such information becomes
         a matter of public record (whether by virtue of its inclusion in such
         registration statement or otherwise), or (B) such person shall be
         required so to disclose such information pursuant to a subpoena or
         order of any court or other governmental agency or body having
         jurisdiction over the matter (subject to the requirements of such
         order, and only after such person shall have given the Company prompt
         prior written notice of such requirement), or (C) such information is
         required to be set forth in such Shelf Registration Statement or the
         prospectus included therein or in an amendment to such Shelf
         Registration Statement or an amendment or supplement to such prospectus
         in order that such Shelf Registration Statement, prospectus, amendment
         or supplement, as the case may be, complies with applicable
         requirements of the federal securities laws and the rules and
         regulations of the Commission and does not contain an untrue statement
         of a material fact or omit to state therein a material fact required to
         be stated therein or necessary to make the statements therein not
         misleading in light of the circumstances then existing;


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            (viii) promptly notify each of the Electing Holders, any sales or
         placement agent therefor and any underwriter thereof (which
         notification may be made through any managing underwriter that is a
         representative of such underwriter for such purpose) and confirm such
         advice in writing, (A) when such Shelf Registration Statement or the
         prospectus included therein or any prospectus amendment or supplement
         or post-effective amendment has been filed, and, with respect to such
         Shelf Registration Statement or any post-effective amendment, when the
         same has become effective, (B) of any comments by the Commission and by
         the blue sky or securities commissioner or regulator of any state with
         respect thereto or any request by the Commission for amendments or
         supplements to such Shelf Registration Statement or prospectus or for
         additional information, (C) of the issuance by the Commission of any
         stop order suspending the effectiveness of such Shelf Registration
         Statement or the initiation or threatening of any proceedings for that
         purpose, (D) if at any time the representations and warranties of the
         Company contemplated by Section 3(d)(xvii) or Section 5 cease to be
         true and correct in all material respects, (E) of the receipt by the
         Company of any notification with respect to the suspension of the
         qualification of the Registrable Securities for sale in any
         jurisdiction or the initiation or threatening of any proceeding for
         such purpose, or (F) if at any time when a prospectus is required to be
         delivered under the Securities Act, that such Shelf Registration
         Statement, prospectus, prospectus amendment or supplement or
         post-effective amendment does not conform in all material respects to
         the applicable requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations of the Commission
         thereunder or contains an untrue statement of a material fact or omits
         to state any material fact required to be stated therein or necessary
         to make the statements therein not misleading in light of the
         circumstances then existing;

            (ix) use its reasonable best efforts to obtain the withdrawal of any
         order suspending the effectiveness of such registration statement or
         any post-effective amendment thereto at the earliest practicable date;

            (x) if requested by any managing underwriter or underwriters, any
         placement or sales agent or any Electing Holder, promptly incorporate
         in a prospectus supplement or post-effective amendment such information
         as is required by the applicable rules and regulations of the
         Commission and as such managing underwriter or underwriters, such agent
         or such Electing Holder specifies in writing should be included therein
         relating to the terms of the sale of such Registrable Securities,
         including information with respect to the principal amount of
         Registrable Securities being sold by such Electing Holder or agent or
         to any underwriters, the name and description of such Electing Holder,
         agent or underwriter, the offering price of such Registrable Securities
         and any discount, commission or other compensation payable in respect
         thereof, the purchase price being paid therefor by such underwriters
         and with respect to any other terms of the offering of the Registrable
         Securities to be sold by such Electing Holder or agent or to such
         underwriters; and make all required filings of such prospectus
         supplement or post-effective amendment promptly after notification of
         the matters to be incorporated in such prospectus supplement or
         post-effective amendment;


                                       11
<PAGE>   12
            (xi) furnish or make available to each Electing Holder, each
         placement or sales agent, if any, therefor, each underwriter, if any,
         thereof and the respective counsel referred to in Section 3(d)(vi) an
         executed copy (or, in the case of an Electing Holder, a conformed copy)
         of such Shelf Registration Statement, each such amendment and
         supplement thereto (in each case including all exhibits thereto (in the
         case of an Electing Holder of Registrable Securities, upon request) and
         documents incorporated by reference therein) and such number of copies
         of such Shelf Registration Statement (excluding exhibits thereto and
         documents incorporated by reference therein unless specifically so
         requested by such Electing Holder, agent or underwriter, as the case
         may be) and of the prospectus included in such Shelf Registration
         Statement (including each preliminary prospectus and any summary
         prospectus), in conformity in all material respects with the applicable
         requirements of the Securities Act and the Trust Indenture Act and the
         rules and regulations of the Commission thereunder, and such other
         documents, as such Electing Holder, agent, if any, and underwriter, if
         any, may reasonably request in order to facilitate the offering and
         disposition of the Registrable Securities owned by such Electing
         Holder, offered or sold by such agent or underwritten by such
         underwriter and to permit such Electing Holder, agent and underwriter
         to satisfy the prospectus delivery requirements of the Securities Act;
         and the Company hereby consents to the use of such prospectus
         (including such preliminary and summary prospectus) and any amendment
         or supplement thereto by each such Electing Holder and by any such
         agent and underwriter, in each case in the form most recently provided
         to such person by the Company, in connection with the offering and sale
         of the Registrable Securities covered by the prospectus (including such
         preliminary and summary prospectus) or any supplement or amendment
         thereto;

            (xii) use its reasonable best efforts to (A) register or qualify the
         Registrable Securities to be included in such Shelf Registration
         Statement under such securities laws or blue sky laws of such
         jurisdictions as any Electing Holder and each placement or sales agent,
         if any, therefor and underwriter, if any, thereof shall reasonably
         request and (B) keep such registrations or qualifications in effect and
         comply with such laws so as to permit the continuance of offers, sales
         and dealings therein in such jurisdictions during the period the Shelf
         Registration is required to remain effective under Section 2(b) above
         and for so long as may be necessary to enable any such Electing Holder,
         agent or underwriter to complete its distribution of Securities
         pursuant to such Shelf Registration Statement; provided, however, that
         the Company shall not be required for any such purpose to (1) qualify
         as a foreign corporation in any jurisdiction wherein it would not
         otherwise be required to qualify but for the requirements of this
         Section 3(d)(xii), (2) consent to general service of process in any
         such jurisdiction or (3) make any changes to its certificate of
         incorporation or by-laws or any agreement between it and its
         stockholders;

            (xiii) use its reasonable best efforts to obtain the consent or
         approval of each governmental agency or authority, whether federal,
         state or local, which may be required to effect the Shelf Registration
         or the offering or sale in connection therewith or to enable the
         selling holder or holders to offer, or to consummate the disposition
         of, their Registrable Securities;


                                       12
<PAGE>   13
            (xiv) unless any Registrable Securities shall be in book-entry only
         form, cooperate with the Electing Holders and the managing
         underwriters, if any, to facilitate the timely preparation and delivery
         of certificates representing Registrable Securities to be sold, which
         certificates, if so required by any securities exchange upon which any
         Registrable Securities are listed, shall be penned, lithographed or
         engraved, or produced by any combination of such methods, on steel
         engraved borders, and which certificates shall not bear any restrictive
         legends; and, in the case of an underwritten offering, enable such
         Registrable Securities to be in such denominations and registered in
         such names as the managing underwriters may request at least two
         business days prior to any sale of the Registrable Securities;

            (xv) provide a CUSIP number for all Registrable Securities, not
         later than the applicable Effective Time;

            (xvi) enter into underwriting agreements, engagement letters, agency
         agreements, "best efforts" underwriting agreements or similar
         agreements, as appropriate, including customary provisions relating to
         indemnification and contribution, and take such other actions in
         connection therewith as any Electing Holders aggregating at least 20%
         in aggregate principal amount of the Registrable Securities at the time
         outstanding shall request in order to expedite or facilitate the
         disposition of such Registrable Securities; provided, however, that the
         Company shall not be required to enter into any such agreement more
         than once with respect to all of the Registrable Securities;

            (xvii) if an agreement of the type referred to in Section 3(d)(xvi)
         hereof is entered into, (A) make such representations and warranties to
         the Electing Holders and the placement or sales agent, if any, therefor
         and the underwriters, if any, thereof in form, substance and scope as
         are customarily made in connection with an offering of debt securities
         pursuant to any appropriate agreement or to a registration statement
         filed on the form applicable to the Shelf Registration; (B) obtain an
         opinion of counsel to the Company in customary form and covering such
         matters, of the type customarily covered by such an opinion, as the
         managing underwriters, if any, or as any Electing Holders of at least
         20% in aggregate principal amount of the Registrable Securities at the
         time outstanding may reasonably request, addressed to such Electing
         Holder or Electing Holders and the placement or sales agent, if any,
         therefor and the underwriters, if any, thereof and dated the effective
         date of such Shelf Registration Statement (and if such Shelf
         Registration Statement contemplates an underwritten offering of a part
         or all of the Registrable Securities, dated the date of the closing
         under the underwriting agreement relating thereto) (it being agreed
         that the matters to be covered by such opinion shall include the due
         incorporation and good standing of the Company and its subsidiaries;
         the qualification of the Company and its subsidiaries to transact
         business as foreign corporations; the due authorization, execution and
         delivery of the relevant agreement of the type referred to in Section
         3(d)(xvi) hereof; the due authorization, execution, authentication and
         issuance, and the validity and enforceability, of the Securities; the
         absence of legal or governmental proceedings involving the Company that
         would have material adverse effect; the absence of a breach by the
         Company or any of its subsidiaries of, or a default under, material
         agreements binding upon the Company or


                                       13
<PAGE>   14
         any subsidiary of the Company as a result of the offering of the
         Securities; the absence of governmental approvals required to be
         obtained in connection with the Shelf Registration, the offering and
         sale of the Registrable Securities, this Exchange and Registration
         Rights Agreement or any agreement of the type referred to in Section
         3(d)(xvi) hereof, except such approvals as may be required under state
         securities or blue sky laws; the material compliance as to form of such
         Shelf Registration Statement and any documents incorporated by
         reference therein and of the Indenture with the requirements of the
         Securities Act and the Trust Indenture Act and the rules and
         regulations of the Commission thereunder, respectively; and, as of the
         date of the opinion and of the Shelf Registration Statement or most
         recent post-effective amendment thereto, as the case may be, the
         absence from such Shelf Registration Statement and the prospectus
         included therein, as then amended or supplemented, and from the
         documents incorporated by reference therein (in each case other than
         the financial statements and other financial information contained
         therein) of an untrue statement of a material fact or the omission to
         state therein a material fact necessary to make the statements therein
         not misleading (in the case of such documents, in the light of the
         circumstances existing at the time that such documents were filed with
         the Commission under the Exchange Act)); (C) obtain a "cold comfort"
         letter or letters from the independent certified public accountants of
         the Company addressed to the selling Electing Holders, the placement or
         sales agent, if any, therefor or the underwriters, if any, thereof,
         dated (i) the effective date of such Shelf Registration Statement and
         (ii) the effective date of any prospectus supplement to the prospectus
         included in such Shelf Registration Statement or post-effective
         amendment to such Shelf Registration Statement which includes unaudited
         or audited financial statements as of a date or for a period subsequent
         to that of the latest such statements included in such prospectus (and,
         if such Shelf Registration Statement contemplates an underwritten
         offering pursuant to any prospectus supplement to the prospectus
         included in such Shelf Registration Statement or post-effective
         amendment to such Shelf Registration Statement which includes unaudited
         or audited financial statements as of a date or for a period subsequent
         to that of the latest such statements included in such prospectus,
         dated the date of the closing under the underwriting agreement relating
         thereto), such letter or letters to be in customary form and covering
         such matters of the type customarily covered by letters of such type;
         (D) deliver such documents and certificates, including officers'
         certificates, as may be reasonably requested by any Electing Holders of
         at least 20% in aggregate principal amount of the Registrable
         Securities at the time outstanding or the placement or sales agent, if
         any, therefor and the managing underwriters, if any, thereof to
         evidence the accuracy of the representations and warranties made
         pursuant to clause (A) above or those contained in Section 5(a) hereof
         and the compliance with or satisfaction of any agreements or conditions
         contained in the underwriting agreement or other agreement entered into
         by the Company; and (E) undertake such obligations relating to expense
         reimbursement, indemnification and contribution as are provided for in
         Section 6 hereof.

            (xviii) notify in writing each holder of Registrable Securities of
         any proposal by the Company to amend or waive any provision of this
         Exchange and Registration Rights Agreement pursuant to Section 9(h)
         hereof and of any amendment or waiver effected


                                       14
<PAGE>   15
         pursuant thereto, each of which notices shall contain the text of the
         amendment or waiver proposed or effected, as the case may be;

            (xix) in the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Registrable Securities or participate
         as a member of an underwriting syndicate or selling group or "assist in
         the distribution" (within the meaning of the Conduct Rules (the
         "Conduct Rules) of the National Association of Securities Dealers, Inc.
         ("NASD") or any successor thereto, as amended from time to time)
         thereof, whether as a holder of such Registrable Securities or as an
         underwriter, a placement or sales agent or a broker or dealer in
         respect thereof, or otherwise, assist such broker-dealer in complying
         with the requirements of such Conduct Rules, including by (A) if such
         Conduct Rules shall so require, engaging a "qualified independent
         underwriter" (as defined in such Conduct Rules) to participate in the
         preparation of the Shelf Registration Statement relating to such
         Registrable Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Shelf Registration Statement is an underwritten offering or is
         made through a placement or sales agent, to recommend the yield of such
         Registrable Securities, (B) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof (or to such other customary extent as may
         be requested by such underwriter), and (C) providing such information
         to such broker-dealer as may be required in order for such
         broker-dealer to comply with the requirements of the Conduct Rules; and

            (xx) comply with all applicable rules and regulations of the
         Commission, and make generally available to its securityholders as soon
         as practicable but in any event not later than eighteen months after
         the effective date of such Shelf Registration Statement, an earning
         statement of the Company and its subsidiaries complying with Section
         11(a) of the Securities Act (including, at the option of the Company,
         Rule 158 thereunder).

      (e) In the event that the Company would be required, pursuant to Section
   3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
   agent, if any, therefor and the managing underwriters, if any, thereof, the
   Company shall without delay prepare and furnish to each of the Electing
   Holders, to each placement or sales agent, if any, and to each such
   underwriter, if any, a reasonable number of copies of a prospectus
   supplemented or amended so that, as thereafter delivered to purchasers of
   Registrable Securities, such prospectus shall conform in all material
   respects to the applicable requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   shall not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in light of the circumstances then
   existing. Each Electing Holder agrees that upon receipt of any notice from
   the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
   shall forthwith discontinue the disposition of Registrable Securities
   pursuant to the Shelf Registration Statement applicable to such Registrable
   Securities until such Electing Holder shall have received copies of such
   amended or supplemented prospectus, and if so directed by the Company, such
   Electing Holder shall deliver to the Company (at the Company's expense) all
   copies, other than permanent file


                                       15
<PAGE>   16
   copies, then in such Electing Holder's possession of the prospectus covering
   such Registrable Securities at the time of receipt of such notice.

      (f) In the event of a Shelf Registration, in addition to the information
   required to be provided by each Electing Holder in its Notice Questionnaire,
   the Company may require such Electing Holder to furnish to the Company such
   additional information regarding such Electing Holder and such Electing
   Holder's intended method of distribution of Registrable Securities as may be
   required in order to comply with the Securities Act. No Electing Holder may
   include any of its Registrable Securities in any Shelf Registration pursuant
   to this Agreement unless and until such Electing Holder furnishes to the
   Company, in writing, such information as is required by applicable law for
   use in connection with any Shelf Registration or related prospectus or
   preliminary prospectus. Each such Electing Holder agrees to notify the
   Company as promptly as practicable of any inaccuracy or change in information
   previously furnished by such Electing Holder to the Company or of the
   occurrence of any event in either case as a result of which any prospectus
   relating to such Shelf Registration contains or would contain an untrue
   statement of a material fact regarding such Electing Holder or such Electing
   Holder's intended method of disposition of such Registrable Securities or
   omits to state any material fact regarding such Electing Holder or such
   Electing Holder's intended method of disposition of such Registrable
   Securities required to be stated therein or necessary to make the statements
   therein not misleading in light of the circumstances then existing, and
   promptly to furnish to the Company any additional information required to
   correct and update any previously furnished information or required so that
   such prospectus shall not contain, with respect to such Electing Holder or
   the disposition of such Registrable Securities, an untrue statement of a
   material fact or omit to state a material fact required to be stated therein
   or necessary to make the statements therein not misleading in light of the
   circumstances then existing.

      (g) Until the expiration of two years after the Closing Date, the Company
   will not, and will not permit any of its "affiliates" (as defined in Rule
   144) to, resell any of the Securities that have been reacquired by any of
   them except pursuant to an effective registration statement under the
   Securities Act.

      4. Registration Expenses.

         The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the


                                       16
<PAGE>   17
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries and
expenses of the Company's officers and employees performing legal or accounting
duties), (g) fees, disbursements and expenses of counsel and independent
certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance), (h) fees, disbursements and expenses of any "qualified
independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
reasonable Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

      5. Representations and Warranties.

         The Company represents and warrants to, and agrees with, each Purchaser
and each of the holders from time to time of Registrable Securities that:

      (a) Each registration statement covering Registrable Securities and each
   prospectus (including any preliminary or summary prospectus) contained
   therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
   further amendments or supplements to any such registration statement or
   prospectus, when it becomes effective or is filed with the Commission, as the
   case may be, and, in the case of an underwritten offering of Registrable
   Securities, at the time of the closing under the underwriting agreement
   relating thereto, will conform in all material respects to the requirements
   of the Securities Act and the Trust Indenture Act and the rules and
   regulations of the Commission thereunder and will not contain an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading;
   and at all times subsequent to the Effective Time when a prospectus would be
   required to be delivered under the Securities Act, other than from (i) such
   time as a notice has been given to holders of Registrable Securities pursuant
   to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time
   as the Company furnishes an amended or supplemented prospectus pursuant to
   Section 3(e) or Section 3(c)(iv) hereof, each


                                       17
<PAGE>   18
   such registration statement, and each prospectus (including any summary
   prospectus) contained therein or furnished pursuant to Section 3(d) or
   Section 3(c) hereof, as then amended or supplemented, will conform in all
   material respects to the requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   will not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in the light of the circumstances then
   existing; provided, however, that this representation and warranty shall not
   apply to any statements or omissions made in reliance upon and in conformity
   with information furnished in writing to the Company by a holder of
   Registrable Securities expressly for use therein.

      (b) Any documents incorporated by reference in any prospectus referred to
   in Section 5(a) hereof, when they become or became effective or are or were
   filed with the Commission, as the case may be, will conform or conformed in
   all material respects to the requirements of the Securities Act or the
   Exchange Act, as applicable, and none of such documents will contain or
   contained an untrue statement of a material fact or will omit or omitted to
   state a material fact required to be stated therein or necessary to make the
   statements therein not misleading; provided, however, that this
   representation and warranty shall not apply to any statements or omissions
   made in reliance upon and in conformity with information furnished in writing
   to the Company by a holder of Registrable Securities expressly for use
   therein.

      (c) The compliance by the Company with all of the provisions of this
   Exchange and Registration Rights Agreement and the consummation of the
   transactions herein contemplated will not conflict with or result in a breach
   of any of the terms or provisions of, or constitute a default under, any
   indenture, mortgage, deed of trust, loan agreement or other agreement or
   instrument to which the Company or any subsidiary of the Company is a party
   or by which the Company or any subsidiary of the Company is bound or to which
   any of the property or assets of the Company or any subsidiary of the Company
   is subject, nor will such action result in any violation of the provisions of
   the certificate of incorporation, as amended, or the by-laws of the Company
   or any statute or any order, rule or regulation of any court or governmental
   agency or body having jurisdiction over the Company or any subsidiary of the
   Company or any of their properties; and no consent, approval, authorization,
   order, registration or qualification of or with any such court or
   governmental agency or body is required for the consummation by the Company
   of the transactions contemplated by this Exchange and Registration Rights
   Agreement, except the registration under the Securities Act of the
   Securities, qualification of the Indenture under the Trust Indenture Act and
   such consents, approvals, authorizations, registrations or qualifications as
   may be required under State securities or blue sky laws in connection with
   the offering and distribution of the Securities.

      (d) This Exchange and Registration Rights Agreement has been duly
   authorized, executed and delivered by the Company.

      6. Indemnification.

      (a) Indemnification by the Company. The Company will indemnify and hold
   harmless each of the holders of Registrable Securities included in an
   Exchange Registration Statement, each


                                       18
<PAGE>   19
   of the Electing Holders of Registrable Securities included in a Shelf
   Registration Statement and each person who participates as a placement or
   sales agent or as an underwriter in any offering or sale of such Registrable
   Securities against any losses, claims, damages or liabilities, joint or
   several, to which such holder, agent or underwriter may become subject under
   the Securities Act or otherwise, insofar as such losses, claims, damages or
   liabilities (or actions in respect thereof) arise out of or are based upon an
   untrue statement or alleged untrue statement of a material fact contained in
   any Exchange Registration Statement or Shelf Registration Statement, as the
   case may be, under which such Registrable Securities were registered under
   the Securities Act, or any preliminary, final or summary prospectus contained
   therein or furnished by the Company to any such holder, Electing Holder,
   agent or underwriter, or any amendment or supplement thereto, or arise out of
   or are based upon the omission or alleged omission to state therein a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading, and will reimburse such holder, such
   Electing Holder, such agent and such underwriter for any legal or other
   expenses reasonably incurred by them in connection with investigating or
   defending any such action or claim as such expenses are incurred; provided,
   however, that the Company shall not be liable to any such person in any such
   case to the extent that any such loss, claim, damage or liability arises out
   of or is based upon an untrue statement or alleged untrue statement or
   omission or alleged omission made in such registration statement, or
   preliminary, final or summary prospectus, or amendment or supplement thereto,
   in reliance upon and in conformity with written information furnished to the
   Company by such person expressly for use therein ; and provided, further,
   that with respect to any untrue statement or omission of a material fact made
   in such Exchange Registration Statement or Shelf Registration Statement or
   any amendment thereto, the indemnity agreement contained in this Section 6(a)
   shall not inure to the benefit of any person from whom the person asserting
   any such loss, claim, damage or liability purchased the Securities concerned,
   to the extent that any such loss, claim, damage or liability of such person
   occurs under the circumstance where it shall have been determined by a court
   of competent jurisdiction by final and nonappealable judgment that (w) the
   Company had previously furnished copies of the Exchange Registration
   Statement or Shelf Registration Statement to such person or their
   representative, (x) delivery of the Exchange Registration Statement or Shelf
   Registration Statement was required to be made to such person, (y) the untrue
   statement or omission of a material fact contained in the Exchange
   Registration Statement or Shelf Registration Statement was corrected by an
   amendment or supplement to the prospectus (including any summary prospectus)
   forming a part thereof, and (z) there was not sent or given to the person, at
   or prior to the written confirmation of the sale of such Securities to such
   person, a copy of the amended or supplemented Exchange Registration Statement
   or Shelf Registration Statement.

      (b) Indemnification by the Holders and any Agents and Underwriters. The
   Company may require, as a condition to including any Registrable Securities
   in any registration statement filed pursuant to Section 2(b) hereof and to
   entering into any underwriting agreement with respect thereto, that the
   Company shall have received an undertaking reasonably satisfactory to it from
   the Electing Holder of such Registrable Securities and from each underwriter
   named in any such underwriting agreement, severally and not jointly, to (i)
   indemnify and hold harmless the Company, and all other holders of Registrable
   Securities, against any losses, claims, damages or


                                       19
<PAGE>   20
   liabilities to which the Company or such other holders of Registrable
   Securities may become subject, under the Securities Act or otherwise, insofar
   as such losses, claims, damages or liabilities (or actions in respect
   thereof) arise out of or are based upon an untrue statement or alleged untrue
   statement of a material fact contained in such registration statement, or any
   preliminary, final or summary prospectus contained therein or furnished by
   the Company to any such Electing Holder, agent or underwriter, or any
   amendment or supplement thereto, or arise out of or are based upon the
   omission or alleged omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein not misleading, in
   each case to the extent, but only to the extent, that such untrue statement
   or alleged untrue statement or omission or alleged omission was made in
   reliance upon and in conformity with written information furnished to the
   Company by such Electing Holder or underwriter expressly for use therein, and
   (ii) reimburse the Company for any legal or other expenses reasonably
   incurred by the Company in connection with investigating or defending any
   such action or claim as such expenses are incurred; provided, however, that
   no such Electing Holder shall be required to undertake liability to any
   person under this Section 6(b) for any amounts in excess of the dollar amount
   of the proceeds to be received by such Electing Holder from the sale of such
   Electing Holder's Registrable Securities pursuant to such registration.

      (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
   under subsection (a) or (b) above of written notice of the commencement of
   any action, such indemnified party shall, if a claim in respect thereof is to
   be made against an indemnifying party pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; but the omission so to
   notify the indemnifying party shall not relieve it from any liability which
   it may have to any indemnified party otherwise than under the indemnification
   provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
   such action shall be brought against any indemnified party and it shall
   notify an indemnifying party of the commencement thereof, such indemnifying
   party shall be entitled to participate therein and, to the extent that it
   shall wish, jointly with any other indemnifying party similarly notified, to
   assume the defense thereof, with counsel reasonably satisfactory to such
   indemnified party (who shall not, except with the consent of the indemnified
   party, be counsel to the indemnifying party), and, after notice from the
   indemnifying party to such indemnified party of its election so to assume the
   defense thereof, such indemnifying party shall not be liable to such
   indemnified party for any legal expenses of other counsel or any other
   expenses, in each case subsequently incurred by such indemnified party, in
   connection with the defense thereof other than reasonable costs of
   investigation. No indemnifying party shall, without the written consent of
   the indemnified party, effect the settlement or compromise of, or consent to
   the entry of any judgment with respect to, any pending or threatened action
   or claim in respect of which indemnification or contribution may be sought
   hereunder (whether or not the indemnified party is an actual or potential
   party to such action or claim) unless such settlement, compromise or judgment
   (i) includes an unconditional release of the indemnified party from all
   liability arising out of such action or claim and (ii) does not include a
   statement as to or an admission of fault, culpability or a failure to act by
   or on behalf of any indemnified party.

      (d) Contribution. If for any reason the indemnification provisions
   contemplated by Section 6(a) or Section 6(b) are unavailable to or
   insufficient to hold harmless an indemnified party in respect of any losses,
   claims, damages or liabilities (or actions in respect thereof) referred to
   therein, then each indemnifying party shall contribute to the amount paid or
   payable by such indemnified party as a result of such losses, claims, damages
   or liabilities (or actions in respect


                                       20
<PAGE>   21
   thereof) in such proportion as is appropriate to reflect the relative fault
   of the indemnifying party and the indemnified party in connection with the
   statements or omissions which resulted in such losses, claims, damages or
   liabilities (or actions in respect thereof), as well as any other relevant
   equitable considerations. The relative fault of such indemnifying party and
   indemnified party shall be determined by reference to, among other things,
   whether the untrue or alleged untrue statement of a material fact or omission
   or alleged omission to state a material fact relates to information supplied
   by such indemnifying party or by such indemnified party, and the parties'
   relative intent, knowledge, access to information and opportunity to correct
   or prevent such statement or omission. The parties hereto agree that it would
   not be just and equitable if contributions pursuant to this Section 6(d) were
   determined by pro rata allocation (even if the holders or any agents or
   underwriters or all of them were treated as one entity for such purpose) or
   by any other method of allocation which does not take account of the
   equitable considerations referred to in this Section 6(d). The amount paid or
   payable by an indemnified party as a result of the losses, claims, damages,
   or liabilities (or actions in respect thereof) referred to above shall be
   deemed to include any legal or other fees or expenses reasonably incurred by
   such indemnified party in connection with investigating or defending any such
   action or claim. Notwithstanding the provisions of this Section 6(d), no
   holder shall be required to contribute any amount in excess of the amount by
   which the dollar amount of the proceeds received by such holder from the sale
   of any Registrable Securities (after deducting any fees, discounts and
   commissions applicable thereto) exceeds the amount of any damages which such
   holder has otherwise been required to pay by reason of such untrue or alleged
   untrue statement or omission or alleged omission, and no underwriter shall be
   required to contribute any amount in excess of the amount by which the total
   price at which the Registrable Securities underwritten by it and distributed
   to the public were offered to the public exceeds the amount of any damages
   which such underwriter has otherwise been required to pay by reason of such
   untrue or alleged untrue statement or omission or alleged omission. No person
   guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
   of the Securities Act) shall be entitled to contribution from any person who
   was not guilty of such fraudulent misrepresentation. The holders' and any
   underwriters' obligations in this Section 6(d) to contribute shall be several
   in proportion to the principal amount of Registrable Securities registered
   or underwritten, as the case may be, by them and not joint.

      (e) The obligations of the Company under this Section 6 shall be in
   addition to any liability which the Company may otherwise have and shall
   extend, upon the same terms and conditions, to each officer, director and
   partner of each holder, agent and underwriter and each person, if any, who
   controls any holder, agent or underwriter within the meaning of the
   Securities Act; and the obligations of the holders and any agents or
   underwriters contemplated by this Section 6 shall be in addition to any
   liability which the respective holder, agent or underwriter may otherwise
   have and shall extend, upon the same terms and conditions, to each officer
   and director of the Company (including any person who, with his consent, is
   named in any registration statement as about to become a director of the
   Company) and to each person, if any, who controls the Company within the
   meaning of the Securities Act.

      7. Underwritten Offerings.


                                       21
<PAGE>   22
      (a) Selection of Underwriters. If any of the Registrable Securities
   covered by the Shelf Registration are to be sold pursuant to an underwritten
   offering, the managing underwriter or underwriters thereof shall be
   designated by Electing Holders holding at least a majority in aggregate
   principal amount of the Registrable Securities to be included in such
   offering, provided that such designated managing underwriter or underwriters
   is or are reasonably acceptable to the Company.

      (b) Participation by Holders. Each holder of Registrable Securities hereby
   agrees with each other such holder that no such holder may participate in any
   underwritten offering hereunder unless such holder (i) agrees to sell such
   holder's Registrable Securities on the basis provided in any underwriting
   arrangements approved by the persons entitled hereunder to approve such
   arrangements and (ii) completes and executes all questionnaires, powers of
   attorney, indemnities, underwriting agreements and other documents reasonably
   required under the terms of such underwriting arrangements.

      8. Rule 144.

         The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the written request of any holder of Registrable
Securities in connection with that holder's sale pursuant to Rule 144, the
Company shall deliver to such holder a written statement as to whether it has
complied with such requirements.

      9. Miscellaneous.

      (a) No Inconsistent Agreements. The Company represents, warrants,
   covenants and agrees that it has not granted, and shall not grant,
   registration rights with respect to Registrable Securities or any other
   securities which would be inconsistent with the terms contained in this
   Exchange and Registration Rights Agreement.

      (b) Specific Performance. The parties hereto acknowledge that there would
   be no adequate remedy at law if the Company fails to perform any of its
   obligations hereunder and that the Purchasers and the holders from time to
   time of the Registrable Securities may be irreparably harmed by any such
   failure, and accordingly agree that the Purchasers and such holders, in
   addition to any other remedy to which they may be entitled at law or in
   equity, shall be entitled to compel specific performance of the obligations
   of the Company under this Exchange and Registration Rights Agreement in
   accordance with the terms and conditions of this Exchange


                                       22
<PAGE>   23
   and Registration Rights Agreement, in any court of the United States or any
   State thereof having jurisdiction.

      (c) Notices. All notices, requests, claims, demands, waivers and other
   communications hereunder shall be in writing and shall be deemed to have been
   duly given when delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows: If to the Company, to
   it at 100 West Putnam Avenue, Greenwich, Connecticut 06830, and if to a
   holder, to the address of such holder set forth in the security register or
   other records of the Company, or to such other address as the Company or any
   such holder may have furnished to the other in writing in accordance
   herewith, except that notices of change of address shall be effective only
   upon receipt.

      (d) Parties in Interest. All the terms and provisions of this Exchange and
   Registration Rights Agreement shall be binding upon, shall inure to the
   benefit of and shall be enforceable by the parties hereto and the holders
   from time to time of the Registrable Securities and the respective successors
   and assigns of the parties hereto and such holders. In the event that any
   transferee of any holder of Registrable Securities shall acquire Registrable
   Securities, in any manner, whether by gift, bequest, purchase, operation of
   law or otherwise, such transferee shall, without any further writing or
   action of any kind, be deemed a beneficiary hereof for all purposes and such
   Registrable Securities shall be held subject to all of the terms of this
   Exchange and Registration Rights Agreement, and by taking and holding such
   Registrable Securities such transferee shall be entitled to receive the
   benefits of, and be conclusively deemed to have agreed to be bound by all of
   the applicable terms and provisions of this Exchange and Registration Rights
   Agreement. If the Company shall so request, any such successor, assign or
   transferee shall agree in writing to acquire and hold the Registrable
   Securities subject to all of the applicable terms hereof.

      (e) Survival. The respective indemnities, agreements, representations,
   warranties and each other provision set forth in this Exchange and
   Registration Rights Agreement or made pursuant hereto shall remain in full
   force and effect regardless of any investigation (or statement as to the
   results thereof) made by or on behalf of any holder of Registrable
   Securities, any director, officer or partner of such holder, any agent or
   underwriter or any director, officer or partner thereof, or any controlling
   person of any of the foregoing, and shall survive delivery of and payment for
   the Registrable Securities pursuant to the Purchase Agreement and the
   transfer and registration of Registrable Securities by such holder and the
   consummation of an Exchange Offer.

      (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL
   BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
   YORK.

      (g) Headings. The descriptive headings of the several Sections and
   paragraphs of this Exchange and Registration Rights Agreement are inserted
   for convenience only, do not constitute a part of this Exchange and
   Registration Rights Agreement and shall not affect in any way the meaning or
   interpretation of this Exchange and Registration Rights Agreement.


                                       23
<PAGE>   24
      (h) Entire Agreement; Amendments. This Exchange and Registration Rights
   Agreement and the other writings referred to herein (including the Indenture
   and the form of Securities) or delivered pursuant hereto which form a part
   hereof contain the entire understanding of the parties with respect to its
   subject matter. This Exchange and Registration Rights Agreement supersedes
   all prior agreements and understandings between the parties with respect to
   its subject matter. This Exchange and Registration Rights Agreement may be
   amended and the observance of any term of this Exchange and Registration
   Rights Agreement may be waived (either generally or in a particular instance
   and either retroactively or prospectively) only by a written instrument duly
   executed by the Company and the holders of at least a majority in aggregate
   principal amount of the Registrable Securities at the time outstanding. Each
   holder of any Registrable Securities at the time or thereafter outstanding
   shall be bound by any amendment or waiver effected pursuant to this Section
   9(h), whether or not any notice, writing or marking indicating such amendment
   or waiver appears on such Registrable Securities or is delivered to such
   holder.

      (i) Inspection. For so long as this Exchange and Registration Rights
   Agreement shall be in effect, this Exchange and Registration Rights Agreement
   and a complete list of the names and addresses of all the holders of
   Registrable Securities shall be made available for inspection and copying on
   any business day by any holder of Registrable Securities for proper purposes
   only (which shall include any purpose related to the rights of the holders of
   Registrable Securities under the Securities, the Indenture and this
   Agreement) at the offices of the Company at the address thereof set forth in
   Section 9(c) above and at the office of the Trustee under the Indenture.

      (j) Counterparts. This agreement may be executed by the parties in
   counterparts, each of which shall be deemed to be an original, but all such
   respective counterparts shall together constitute one and the same
   instrument.


                                       24
<PAGE>   25
         If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Purchasers, this letter and such acceptance hereof
shall constitute a binding agreement between each of the Purchasers and the
Company. It is understood that your acceptance of this letter on behalf of each
of the Purchasers is pursuant to the authority set forth in a form of Agreement
among Purchasers, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

                                            Very truly yours,

                                            UST Inc.


                                            By: /s/ Robert T. D'Alessandro
                                                --------------------------
                                                Name:  Robert T. D'Alessandro
                                                Title: Senior Vice President and
                                                       Chief Financial Officer



Accepted as of the date hereof:
Goldman, Sachs & Co.
Morgan Stanley & Co. Incorporated
FleetBoston Robertson Stephens Inc.

By Goldman, Sachs & Co.



/s/ Goldman, Sachs & Co.
---------------------------
Name:  Goldman, Sachs & Co.
Title:


   On behalf of each of the Purchasers



                                       25
<PAGE>   26
                                                                       EXHIBIT A



                                    UST INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (DATE OF MAILING)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the UST Inc. (the "Company") 8.80% Senior
Notes due March 15, 2005 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact UST Inc, 100 West
Putnam Avenue, Greenwich, Connecticut 06830 (212) 661-1100 .


--------

* Not less than 28 calendar days from date of mailing.



                                       A-1
<PAGE>   27
                                    UST INC.

                        NOTICE OF REGISTRATION STATEMENT
                                       AND
                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     (DATE)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") between UST Inc. (the "Company")
and the Purchasers named therein. Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the "Commission") a registration statement on Form [__]
(the "Shelf Registration Statement") for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the "Securities Act"), of the
Company's X% Notes due 2009 (the "Securities"). A copy of the Exchange and
Registration Rights Agreement is attached hereto. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.


                                       A-2
<PAGE>   28
                                    ELECTION



The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                       A-3
<PAGE>   29
                                 QUESTIONNAIRE


(1)(a) Full Legal Name of Selling Securityholder:

   _____________________________________________________________________________

   (b) Full Legal Name of Registered Holder (if not the same as in (a) above) of
       Registrable Securities Listed in Item (3) below:

   _____________________________________________________________________________

   (c) Full Legal Name of DTC Participant (if applicable and if not the same as
       (b) above) Through Which Registrable Securities Listed in Item (3) below
       are Held:

   _____________________________________________________________________________

(2)    Address for Notices to Selling Securityholder:

                         __________________________________
                         __________________________________
                         __________________________________
       Telephone:        __________________________________
       Fax:              __________________________________
       Contact Person:   __________________________________

(3)    Beneficial Ownership of Securities:

       Except as set forth below in this Item (3), the undersigned does not
       beneficially own any Securities.

   (a) Principal amount of Registrable Securities beneficially owned:___________
       CUSIP No(s). of such Registrable Securities:_____________________________

   (b) Principal amount of Securities other than Registrable Securities
       beneficially owned:

      __________________________________________________________________________
      CUSIP No(s). of such other Securities:____________________________________

   (c) Principal amount of Registrable Securities which the undersigned wishes
       to be included in the Shelf Registration Statement:______________________

       CUSIP No(s). of such Registrable Securities to be included in the Shelf
       Registration Statement:__________________________________________________

(4)    Beneficial Ownership of Other Securities of the Company:

       Except as set forth below in this Item (4), the undersigned Selling
       Securityholder is not the beneficial or registered owner of any other
       securities of the Company, other than the Securities listed above in Item
       (3).


                                       A-4
<PAGE>   30
      State any exceptions here:

(5)   Relationships with the Company:

      Except as set forth below, neither the Selling Securityholder nor any of
      its affiliates, officers, directors or principal equity holders (5% or
      more) has held any position or office or has had any other material
      relationship with the Company (or its predecessors or affiliates) during
      the past three years.

      State any exceptions here:



(6)   Plan of Distribution:

      Except as set forth below, the undersigned Selling Securityholder intends
      to distribute the Registrable Securities listed above in Item (3) only as
      follows (if at all): Such Registrable Securities may be sold from time to
      time directly by the undersigned Selling Securityholder or, alternatively,
      through underwriters, broker-dealers or agents. Such Registrable
      Securities may be sold in one or more transactions at fixed prices, at
      prevailing market prices at the time of sale, at varying prices determined
      at the time of sale, or at negotiated prices. Such sales may be effected
      in transactions (which may involve crosses or block transactions) (i) on
      any national securities exchange or quotation service on which the
      Registered Securities may be listed or quoted at the time of sale, (ii) in
      the over-the-counter market, (iii) in transactions otherwise than on such
      exchanges or services or in the over-the-counter market, or (iv) through
      the writing of options. In connection with sales of the Registrable
      Securities or otherwise, the Selling Securityholder may enter into hedging
      transactions with broker-dealers, which may in turn engage in short sales
      of the Registrable Securities in the course of hedging the positions they
      assume. The Selling Securityholder may also sell Registrable Securities
      short and deliver Registrable Securities to close out such short
      positions, or loan or pledge Registrable Securities to broker-dealers that
      in turn may sell such securities.

      State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


                                       A-5
<PAGE>   31
By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

      (i) To the Company:

                                     [UST Inc.

                                     100 West Putnam Avenue

                                     Greenwich, Connecticut 06830]



      (ii) With a copy to:

                                     [Skadden, Arps, Slate, Meagher & Flom, LLP]

                                     ___________________________________________

                                     ___________________________________________

                                     ___________________________________________

                                     ___________________________________________




Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                       A-6
<PAGE>   32
IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.


Dated:_________________


            _______________________________________________________________
            Selling Securityholder
            (Print/type full legal name of beneficial owner of Registrable
            Securities)



            By:_____________________________________________________________
            Name:
            Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                  [Skadden, Arps, Slate, Meagher & Flom, LLP]
                           _________________________
                           _________________________
                           _________________________
                           _________________________


                                       A-7
<PAGE>   33
                                                                       EXHIBIT B



              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT



State Street Bank & Trust Company
UST Inc.
c/o State Street Bank and Trust Company
Corporate Trust Division
Two International Place,
Boston, MA 02110

Attention:  Trust Officer

Re:  UST Inc. (the "Company")
8.80% Senior Notes due March 15, 2005

Dear Sirs:

Please be advised that has transferred $ aggregate principal amount of the above
reference Notes pursuant to an effective Registration Statement on Form [ ]
(File No. 333-_____) filed by the Company.

We hereby certify that a prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus
 opposite such owner's name.

Dated:

Very truly yours,

[Name]



By:______________________
   [Authorized Signature]



                                       A-8