ex10-1.htm


    Exhibit
10.1

     

    
       

       

      Murray
S. Kessler

      Chairman,
President and Chief Executive Officer UST Inc.

      100
West Putnam Avenue

      Greenwich,
CT 06830

       

      Dear
Murray:

       

      UST
Inc. (“UST” or the “Company”) is pleased to provide you with this letter
agreement (the “Agreement”) regarding the terms and conditions related to your
employment with the Company.

       

      The
Board of Directors of UST (the “Board of Directors” or the “Board”) recognizes
your contributions to the growth and success of the Company and desires to
provide you with continued employment and to make certain changes to your
employment arrangements with the Company in order to reinforce and recognize
your continued attention and dedication to the Company’s success.  In
addition, the Board recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may exist, and that the
uncertainty and questions which may arise among Company management as a result
of the foregoing may cause the departure or distraction of management to the
detriment of the Company and its stockholders.  As the Board considers
it essential and in the best interest of the Company and its stockholders to
foster the continuous employment of key management personnel in the event of a
change in control of the Company, this Agreement also contains terms related to
a change in control of the Company.

       

      You have an existing agreement with the Company and UST
(“Existing Agreement”), dated December 7, 2006 (the “Original Effective Date”),
regarding the payment of severance benefits to you. This Agreement amends and
restates your Existing Agreement, effective December 16, 2008, in order to
evidence formal compliance with section 409A of the Internal Revenue Code of
1986, as amended, and the guidance thereunder (the “Code”). Accordingly,
in consideration of the premises and respective covenants and agreements of the
parties contained herein, and intending to be legally bound hereby, the parties
hereto agree as follows:

       

      
        	
                1.  

              	
                Employment.  The
      Company hereby agrees to continue to employ you, and you agree to serve
      the Company on the terms and conditions set forth
      herein.

              


      

       

      
        	
                2.  

              	
                Term
      of Agreement.  This Agreement shall commence on January
      1, 2007 and end on the fourth anniversary of such date; provided,
      however,
      that if a Change in Control, as defined in Section 7, shall have occurred
      during the term of this Agreement, this Agreement shall continue in effect
      for a period of not less than twenty-four (24) months beyond the month in
      which such Change in Control occurred.  On December 31, 2010 and
      on the last day of December of each year thereafter, the term of this
      Agreement shall be extended one year unless, fifteen days prior to such
      last day of December, the Company shall have delivered to you or you shall
      have delivered to the Company written notice that this Agreement will not
      be extended.  Prior to a Change in Control, in
      no

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	
                event
      shall the term of this Agreement extend beyond the date on which you cease
      to be an officer of the Company or a subsidiary thereof, whether or not
      you continue to be an employee of the Company or a subsidiary thereof;
      provided, however, if you cease to be an
      officer of the Company or any subsidiary thereof for Good Reason as
      defined herein, this Agreement shall continue in effect for a period of
      not less than thirty (30) days.  You acknowledge and agree that
      the non-renewal of the term of this Agreement shall not be considered a
      termination of employment hereunder for any purpose, including entitlement
      to severance payments or any other benefits provided for
      herein. 

              
	 	 
	
                3.  

              	
                Position
      and Duties.  You shall serve as President and Chief
      Executive Officer of the Company, be nominated each year as a member of
      the Company’s Board and shall have such responsibilities and authority as
      may from time to time be assigned to you by the Board.  You
      shall devote substantially all your working time and efforts to the
      business and affairs of the
  Company.

              


      

       

      
        	
                4.  

              	
                Place
      of Performance.  In connection with your employment by
      the Company, you shall be based at the principal executive offices of the
      Company wherever situated, except for required travel on the Company’s
      business.

              


      

       

      
        	
                5.  

              	
                Compensation
      and Related
Matters.

              


      

       

      
        	
                (a)  

              	
                Salary.  During
      the period of your employment hereunder, the Company shall pay your salary
      at an annual rate of $1,000,000 or such other rate as may from time to
      time be determined by the Board.  Such salary shall be paid in
      accordance with the Company’s standard payroll practices.  The
      salary payments hereunder shall not in any way limit or reduce any other
      obligation of the Company hereunder, and no other compensation, benefit or
      payment hereunder shall in any way limit or reduce the obligation of the
      Company to pay your
salary.

              


      

       

      
        	
                (b)  

              	
                Bonus.  During
      the period of your employment, you may be eligible for an annual bonus
      under the Company’s Incentive Compensation Plan.  Your annual
      bonus target shall be $2,000,000, or such other amount as may from time to
      time be determined by the
Board.

              


      

       

      
        	
                (c)  

              	
                Long-Term
      Incentive Compensation.  During the period of your
      employment, you shall be eligible to participate in the Company’s
      long-term incentive plan as may be in effect from time to
      time.  The awards under the Company’s long-term incentive plan
      shall be made in the sole discretion of the
      Board.

              


      

       

      
        	
                (d)  

              	
                Expenses.  During
      the period of your employment, you shall be entitled to receive prompt
      reimbursement for all reasonable expenses incurred by you in performing
      services hereunder, including travel and living expenses while away from
      home on business or at the request of and in the service of the Company,
      provided that such expenses are incurred and accounted for in accordance
      with the policies and procedures established by the Company.  To
      the extent that any such reimbursement does not qualify for exclusion from
      Federal income taxation, the Company will make the reimbursement only if
      you incur the corresponding


              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	
                expense
      during the term of this Agreement and you submit the request for
      reimbursement
      no later than two months prior to the last day of the calendar year
      following the calendar year in which the expense was incurred so that the
      Company can make the reimbursement on or before the last day of the
      calendar year following the calendar year in which the expense was
      incurred; the amount of expenses eligible for such reimbursement during a
      calendar year will not affect the amount of expenses eligible for such
      reimbursement in another calendar year, and the right to such
      reimbursement is not subject to liquidation or exchange for another
      benefit from the Company. 

              
	 	 
	
                (e)  

              	
                Other
      Benefits.  During the period of your employment, the
      Company shall maintain in full force and effect, and you shall be entitled
      to continue to participate in, all of the employee benefit plans and
      arrangements in effect on the date hereof in which you participate or plan
      or arrangements providing you with at least equivalent benefits
      thereunder, including without limitation each pension plan and
      arrangement, life insurance and health-and-accident plan and arrangement,
      medical insurance plan, disability plan, survivor income plan, relocation
      plan and vacation plan (“Benefit Plans”); provided, however, that this
      provision shall not apply to incentive compensation or long-term incentive
      plans maintained by the Company.  The Company shall not make any
      changes in such Benefit Plans that would adversely affect your rights or
      benefits thereunder.  Notwithstanding the foregoing, prior to a
      Change in Control of the Company (as defined in Section 7), any change
      (including termination) may be made to such Benefit Plans if it occurs
      pursuant to actions taken by the Company which are applicable to all
      executives of the Company and does not result in a proportionately greater
      reduction in your rights or benefits as compared with any other executive
      of the Company.  To the extent permissible under applicable laws
      and regulations, you shall be entitled to participate in or receive
      benefits under any employee benefit plan or arrangement made available by
      the Company in the future to its employees, subject to and on a basis
      consistent with the terms, conditions and overall administration of such
      plans and arrangements.  Nothing paid to you under any plan or
      arrangement presently in effect or made available in the future shall be
      deemed to be in lieu of the salary pursuant to paragraph (a) of this
      Section.

              


      

       

      
        	
                (f)  

              	
                Vacations.  You
      shall be entitled to the number of vacation days in each calendar year
      determined in accordance with the Company’s vacation plan. You shall also
      be entitled to all paid holidays given by the Company to its
      executives.

              


      

       

      
        	
                6.  

              	
                Offices.  You
      agree to serve without additional compensation, if elected or appointed
      thereto, as a director of the Company and any of its subsidiaries and in
      one or more executive offices of any of the Company’s subsidiaries,
      provided that you are indemnified for serving in any and all such
      capacities on a basis no less favorable than is currently provided
      pursuant to the Company’s
By-Laws.

              


      

       

      
        	
                7.  

              	
                Change
      in Control.  For purposes of this Agreement, a “Change in
      Control” shall be a change in control of UST and shall be deemed to have
      occurred if:

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	
                (A)  

              	
                any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other
      than (1) UST or any of its subsidiaries, (2) any “person” who on the date
      hereof is a director or officer of UST, (3) any trustee or other fiduciary
      holding securities under an employee benefit plan of UST, (4) an
      underwriter temporarily holding securities pursuant to an offering of such
      securities, or (5) any corporation owned, directly or indirectly, by the
      stockholders of UST in substantially the same proportions as their
      ownership of stock of UST (a “Person”), is or becomes the “beneficial
      owner” (as defined in Rule 13d-3 under the Exchange Act (a “Beneficial
      Owner”)), directly or indirectly, of securities of UST (not including in
      the securities beneficially owned by such Person any securities acquired
      directly from UST or its affiliates) representing 20% or more of the
      combined voting power of UST’s then outstanding securities, excluding any
      Person who becomes such a Beneficial Owner in connection with a
      transaction described in clause (C)(1) below;
or

              


      

       

      
        	
                (B)  

              	
                the
      following individuals cease for any reason to constitute a majority of the
      number of directors of UST then serving:  individuals who, on
      the date hereof, constitute the Board and any new director (other than a
      director whose initial assumption of office is in connection with an
      actual or threatened election contest, including but not limited to a
      consent solicitation, relating to the election of directors of UST) whose
      appointment or election by the Board or nomination for election by UST’s
      stockholders was approved or recommended by a vote of at least two-thirds
      (2/3) of the directors then still in office who either were directors on
      the date hereof or whose appointment, election or nomination for election
      was previously so approved or recommended;
or

              


      

       

      
        	
                (C)  

              	
                there
      is consummated a merger or consolidation of UST or any direct or indirect
      subsidiary of UST with any other corporation, other than (1) a merger or
      consolidation which would result in the voting securities of UST
      outstanding immediately prior to such merger or consolidation continuing
      to represent (either by remaining outstanding or by being converted into
      voting securities of the surviving entity or any parent thereof), in
      combination with the ownership of any trustee or other fiduciary holding
      securities under an employee benefit plan of UST or any subsidiary of UST,
      more than 50% of the combined voting power of the securities of UST or
      such surviving entity or any parent thereof outstanding immediately after
      such merger or consolidation, or (2) a merger or consolidation effected to
      implement a recapitalization of UST (or similar transaction) in which no
      Person is or becomes the Beneficial Owner, directly or indirectly, of
      securities of UST (not including in the securities Beneficially Owned by
      such Person any securities acquired directly from UST or its subsidiaries)
      representing 20% or more of the combined voting power of UST’s then
      outstanding securities; or

              


      

       

      
        	
                (D)  

              	
                the
      stockholders of UST approve a plan of complete liquidation or dissolution
      of UST or there is consummated an agreement for the sale or disposition by
      UST of all or substantially all of UST’s assets, other than a sale or
      disposition by UST of all or substantially all of UST’s assets to an
      entity, more than 50% of the 

              
	 	 


         

         

        
          
             

          

          
             

            
              
 

          

          
             

          

        

         

         

        	 	combined
      voting power of the voting securities of which are owned by stockholders
      of UST in substantially the same proportions as their ownership of UST
      immediately prior to such sale. 


      

       

      
        	
                8.  

              	
                Termination
      of Employment.

              


      

       

      
        	
                (a)  

              	
                General.  You
      shall be entitled to the benefits provided in Section 9 upon the
      termination of your employment during the term of this Agreement prior to
      a Change in Control.  If any of the events described in Section
      7 constituting a Change in Control shall have occurred, you shall be
      entitled to the benefits provided in Section 10 upon the coincident or
      subsequent termination of your employment during the term of this
      Agreement or, as provided in Section 10, upon the Change in
      Control.  In the event your employment with the Company is
      terminated for any reason prior to a Change in Control and subsequently a
      Change in Control shall have occurred, you shall not be entitled to the
      benefits provided in Section 10, unless such termination occurs within
      thirty (30) days prior to a Change in Control and such termination is by
      you for Good Reason or the Company without Cause in anticipation or
      contemplation of such Change in
  Control.

              


      

       

      
        	
                (b)  

              	
                Disability.  The
      Company will terminate your employment at the conclusion of a twelve (12)
      month period during which you continuously have a General Disability (as
      defined below), a 409A Disability (as defined below) or
      both.  In determining whether a disability is continuous for
      this purpose, a temporary return to work shall be disregarded (I) in the
      case of a General Disability, if it would be disregarded under the
      Company’s long-term disability plan for salaried employees, and (II) in
      the case of a 409A Disability, if it would be disregarded under the
      Company’s long-term disability plan for salaried employees and it may be
      disregarded under Treasury Regulation
      §1.409A-3(i)(4).

              


      

       

      
        	 	
                (i)  

              	
                You
      will be deemed to have a “General Disability” if, as a result of your
      incapacity due to physical or mental illness, you shall have been absent
      from the full-time performance of your duties with the Company for six (6)
      consecutive months, and within thirty (30) days after written notice of
      termination is given you shall not have returned to the full time
      performance of your duties.

              


      

       

      
        	 	
                (ii)  

              	
                You
      will be deemed to have a “409A Disability” if (A) you are unable to engage
      in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than 12 months, (B) you are, by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or
      can be expected to last for a continuous period of not less than 12
      months, receiving income replacement benefits for a period of not less
      than three (3) months under an accident and health plan covering Company
      employees; or (C) you are determined to be totally disabled by the Social
      

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

       

      
        	 	 	 	Security
      Administration.
	 	 	 
	 	
                (c)  

              	
                Cause.  The
      Company may terminate your employment hereunder for Cause.  For
      purposes of this Agreement, “Cause” shall mean (i) the willful and
      continuous failure by you to substantially perform your duties hereunder
      (other than any such failure resulting from your incapacity due to
      physical or mental illness), which failure is not cured within thirty (30)
      business days after demand for substantial performance is delivered by the
      Company that specifically identifies the manner in which the Company
      believes you have willfully and continuously not substantially performed
      your duties; (ii) the willful engaging by you in misconduct which is
      materially injurious to the Company, monetarily or otherwise (including,
      but not limited to, your violation of the Company’s Code of Corporate
      Responsibility); or (iii) the commission of an act or omission that
      constitutes a material breach of this Agreement (including, but not
      limited to, the violation of your obligations under Sections 11, 12 or 13
      hereof), which act or omission is not cured within thirty (30) business
      days after a notice is delivered by the Company that specifically
      identifies the manner in which the Company believes you have materially
      breached this Agreement.  For purposes of this subsection, no
      act, or failure to act, on your part shall be considered “willful” unless
      done, or omitted to be done, by you not in good faith and without
      reasonable belief that your action or omission was legal, compliant with
      the Company’s Code of Corporate Responsibility and in the best interest of
      the Company.

              


      

       

      
        	 	
                (d)  

              	
                Good
      Reason.  You shall be entitled to terminate your
      employment for Good Reason.  For purposes of this Agreement,
      “Good Reason” shall mean, without your express written consent, (1) the
      occurrence prior to a Change in Control of any of the circumstances set
      forth in paragraphs (i) through (iv) below and (2) the occurrence on or
      following a Change in Control, of any of the circumstances set forth in
      paragraphs (A) through (H) below, unless, in any case, such circumstances
      are fully corrected prior to the Date of Termination specified in Notice
      of Termination, as defined in Sections 8(f) and 8(g), respectively, given
      in respect thereof.

              


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	Good
      Reason Prior to a Change in Control.  
	 	 
	 
      	(i)
       	
                                      The
      assignment to you of any duties inconsistent with the position in the
      Company that you held immediately prior to such assignment, or a
      significant adverse alteration in the nature or status of your
      responsibilities, from those in effect immediately prior to such
      alteration;

                                       

                                    
	 	 	 
	 
      	(ii)
       	
                                      A
      reduction by the Company in your annual base salary as in effect on the
      date hereof or as the same may be increased from time to
time;

                                       

                                    
	 	 	 
	 
      	(iii)	
                                      Any
      purported termination of your employment which is not effected pursuant to
      a Notice of Termination satisfying the requirements of Subsection (f)
      hereof (and, if applicable, the requirements of Subsection 

                                       

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

         

        
          
             

          

          
             

            
              
 

          

          
             

          

        

         

         

        
          
            
              
                
                  
                    
                      
                        	 	 	 	(c)
      hereof); for purposes of this Agreement, no such purported termination
      shall be effective.
	 	 	 	 
	 
      	 
      	
                                (iv)

                                 

                              	
                                The
      failure by the Company to continue to provide you with benefits
      substantially similar to those enjoyed by you under the Company’s
      compensation and employee benefit plans in which you participate as of the
      date hereof, or the taking of any action by the Company which would
      directly or indirectly materially reduce any of such benefits (except with
      respect to bonus and equity awards made under the UST Inc. Incentive
      Compensation Plan, the 2005 UST Inc. Long-Term Incentive Plan and any
      successor plans which are and shall continue to be in the discretion of
      the Compensation Committee of the Board, but which shall be determined on
      the same basis as other similarly situated executives of the Company);
      provided,
      however,
      that in no event shall any across-the-board or generally applicable change
      to the compensation and employee benefit plans provided by the Company
      affecting all similarly situated executives of the Company constitute Good
      Reason hereunder.

                                 

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                Your
      right to terminate your employment pursuant to this Subsection (d) shall
      not be affected by your incapacity due to physical or mental illness;
      provided, however, that the Company’s reassignment of your duties and
      responsibilities during a period of your incapacity due to physical or
      mental illness shall not under any circumstances constitute Good Reason
      hereunder.

                                 

                              
	 	 	 
	 	 	Your
      right to terminate your employment pursuant to this Subsection (d) shall
      not be affected by your incapacity due to physical or mental illness;
      provided, however, that the Company’s reassignment of your duties and
      responsibilities during a period of your incapacity due to physical or
      mental illness shall not under any circumstances constitute Good Reason
      hereunder.
	 	 	 


                      

                    

                  

                

              

            

          

        

      

                               Good Reason
on or Following a Change in Control.

       

      The
following events shall constitute Good Reason on or following a Change in
Control if they occur within two (2) years of the occurrence of a Change in
Control and shall constitute Good Reason in contemplation or anticipation of a
Change in Control if they occur within 30 days prior to the Change in
Control.

       

      
        	 	
                (A)  

              	
                The
      assignment to you of any duties inconsistent with the position in the
      Company that you held immediately prior to the Change in Control, or a
      significant adverse alteration in the nature or status of your
      responsibilities, including your reporting responsibilities, from those in
      effect immediately prior to such change; provided,
      however,
      that no such alteration in your reporting responsibilities alone shall be
      considered Good Reason hereunder prior to the date which is six (6) months
      following the date of the Change in
Control;

              


      

       

      
        	 	
                (B)  

              	
                A
      reduction by the Company in your annual base salary or target bonus as in
      effect on the date hereof or as the same may be increased from time to
      time (other than reductions similarly affecting all officers of the
      Company); provided, however, that in no event shall a reduction in your
      annual bonus under UST’s Incentive Compensation Plan that is based on
      performance against pre-established criteria be considered a reduction in
      your target bonus;

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

       

      
        	 	
                (C)  

              	
                The
      relocation of your principal place of employment to a location more than
      fifty (50) miles from the Greenwich, Connecticut metropolitan area (or, if
      different, the metropolitan area in which the Company’s principal
      executive offices are located immediately prior to the Change in Control)
      except for required travel on the Company’s business to an extent
      substantially consistent with your present business travel
      obligations;

              


      

       

      
        	 	
                (D)  

              	
                The
      failure by the Company to pay to you any portion of your current
      compensation, except pursuant to a voluntary deferral by you or an
      across-the-board compensation deferral similarly affecting all officers of
      the Company and all officers of any Person whose actions resulted in a
      Change in Control or any Person affiliated with the Company or such
      Person, or to pay to you any portion of an installment of deferred
      compensation under any deferred compensation program of the Company within
      seven (7) days of the date such compensation is
  due;

              


      

       

      
        	 	
                (E)  

              	
                The
      failure by the Company to continue in effect any compensation plan in
      which you participate immediately prior to the Change in Control which is
      material to your total compensation, including but not limited to the UST
      Inc. Retirement Income Plan for Salaried Employees, UST Inc. Employees’
      Savings Plan, UST Inc. Officers’ Supplemental Retirement Plan, UST Inc.
      Incentive Compensation Plan and the 2005 UST Inc. Long Term Incentive
      Plan, or any substitute plans adopted prior to the Change in Control,
      unless an equitable arrangement (embodied in an ongoing substitute or
      alternative plan) has been made with respect to such plan, or the failure
      by the Company to continue your participation therein (or in a substitute
      or alternative plan) on a basis not materially less favorable, both in
      terms of the amount of benefits provided and the level of your
      participation relative to other participants, as existed at the time of
      the Change in Control;

              


      

       

      
        	 	
                (F)  

              	
                The
      failure by the Company to continue to provide you with benefits
      substantially similar to those enjoyed by you under any of the life
      insurance, medical, health and accident, or disability plans in which you
      are participating at the time of the Change in Control, the taking of any
      action by the Company which would directly or indirectly materially reduce
      any of such benefits or deprive you of any material fringe benefit enjoyed
      by you at the time of the Change in Control, or the failure by the Company
      to provide you with the number of paid vacation days to which you are
      entitled on the basis of years of service with the Company in accordance
      with the Company’s normal vacation policy in effect at the time of the
      Change in Control;

              


      

       

      
        	 	
                (G)  

              	
                The
      failure of the Company to obtain a satisfactory agreement from any
      successor to assume and agree to perform this Agreement, as contemplated
      in Section 14 hereof; or

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	
                (H)  

              	
                Any
      purported termination of your employment which is not effected pursuant to
      a Notice of Termination satisfying the requirements of Subsection (f)
      hereof (and, if applicable, the requirements of Subsection (c) hereof);
      for purposes of this Agreement, no such purported termination shall be
      effective.

              


      

       

      Your
right to terminate your employment pursuant to this Subsection (d) shall not be
affected by your incapacity due to physical or mental illness, provided,
however, that the Company’s reassignment of your duties and responsibilities
during a period of your incapacity due to physical or mental illness shall not
under any circumstances constitute Good Reason hereunder.  Your
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason hereunder.

       

      
        	 	
                (e)  

              	
                Employment
      by Affiliates.  For purposes of this Agreement, in no
      event shall a termination of your employment with the Company be deemed to
      occur as a result of your transfer to, or employment by, UST or any of its
      affiliates during the term of this
  Agreement.

              


      

       

      
        	 	
                (f)  

              	
                Notice
      of Termination.  Any purported termination of your
      employment by the Company or by you shall be communicated by written
      “Notice of Termination” to the other party hereto in accordance with this
      Section 8(f).  “Notice of Termination” shall mean a notice which
      shall indicate the specific termination provision in this Agreement relied
      upon and shall set forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of your employment under the
      provision so
indicated.

              


      

       

      
        	 	
                (g)  

              	
                Date
      of Termination, Severance Start
  Date.

              


      

       

      
        	 	
                (i)  

              	
                "Date
      of Termination" shall mean (A) if your employment is terminated for
      General Disability or 409A Disability, thirty (30) days after Notice of
      Termination is given (but not before the end of the twelve (12) month
      period specified in Subsection (b) above, and not if you have returned to
      the full-time performance of your duties for a period that breaks the
      period of continuous disability in accordance with Subsection (b) above),
      and (B) if your employment is terminated pursuant to Subsection (c) or (d)
      hereof or for any other reason (other than General Disability or 409A
      Disability), the date specified in the Notice of Termination (which, in
      the case of a termination pursuant to Subsection (c) hereof shall not be
      less than thirty (30) days, unless a shorter time is provided by the
      Company prior to the occurrence of a Change in Control, and in the case of
      a termination pursuant to Subsection (d) hereof shall not be less than
      fifteen (15) nor more than sixty (60) days, respectively, from the date
      such Notice of Termination is given).  Notwithstanding the
      foregoing, following the occurrence of a Change in Control, if you
      reasonably believe in good faith the Company is not providing you with a
      benefit or payment to which you are entitled under the terms of this
      Agreement, you may notify the 

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	Company,
      within forty-five (45) days after the Date of Termination or, if any such
      payment or benefit is due after such 45-day period, within 45 days
      following such payment date, that a dispute exists concerning the
      termination and/or the amount of such payment or benefit.  In
      this event, the Company shall act within fifteen (15) days to restore
      fully the disputed benefits and payments (so that all benefits and
      payments are provided as of such date as would have been provided had
      there been no delay in providing such benefits and payments) and to
      continue to provide such benefits and payments as contemplated by this
      Agreement thereafter (provided, however, that in all events any payment or
      benefit shall not be paid or provided to you before the payment date set
      forth in this Agreement or any applicable document), but subject to
      termination and recapture from you of these disputed benefits and payments
      in accordance with the terms of a mutual written agreement of the parties,
      a binding arbitration award, or a final judgment, order or decree of a
      court of competent jurisdiction (which is not appealable or with respect
      to which the time for appeal therefrom has expired and no appeal has been
      perfected). 
	 	 
	 	
                (ii)  

              	
                “Severance
      Start Date” shall mean the date on which you incur a “separation from
      service” under section 409A(a)(2)(A)(i) of the
  Code.

              


      

       

      
        	 	
                (h)  

              	
                Release/Resignations.  As
      a condition and in consideration of the benefits provided under Section
      9(c) and Section 10 of this Agreement, you agree and covenant (i) to
      execute a general release, in the form attached hereto as Appendix I (the
      “Release”), of any and all claims you may have or may believe you have
      against UST and/or its affiliates and their officers, directors,
      employees, agents or representatives and any of their successors and/or
      assigns; (ii) as more particularly described in the Release, not to seek
      any recovery against UST and/or its affiliates and their officers,
      directors, employees, agents or representatives any of their successors
      and/or assigns for any cause or reason related to or arising from your
      employment with the Company or any of its affiliates or the termination
      thereof, other than a failure or refusal of the Company to pay you (x) the
      benefits described in Section 9(c) or Section 10 hereof, and (y) the
      benefits to which you are entitled subsequent to your termination of
      employment pursuant to the terms of one or more of the employee benefit
      plans maintained by the Company; (iii) to adhere to the provisions of
      Section 11 hereof; and (iv) to cooperate fully with UST and its affiliates
      concerning reasonable requests for information about the business of UST
      or any of its affiliates or your involvement and participation therein,
      including, but not limited to, with respect to the defense or prosecution
      of any claims or actions in existence now or in the future as more
      particularly described in the Release.  The covenant set forth
      in clause (ii) of this Section 8(h) includes, without limitation, seeking
      any recovery against UST, any of its affiliates or their officers,
      directors, employees, agents or representatives and any of their
      successors and/or assigns in any forum, including without limitation any
      court, administrative agency or otherwise.  In the event of your
      termination of employment under any of the circumstances described in
      Section 8, you further


              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	 	agree
      to resign all offices or directorships that you may hold with UST and any
      of its affiliates, as the case may be, in a form acceptable to the
      Company.
	 	 
	
                9.  

              	
                Severance
      Compensation Prior to a Change in Control.  Prior to a
      Change in Control, you shall be entitled to the following benefits,
      provided that such termination occurs during the term of this
      Agreement:

              


      

       

      
        	 	
                (a)  

              	
                If
      your employment is terminated by the Company for Cause or by you for any
      reason other than Good Reason, or if your employment terminates because of
      your death, the Company shall pay you your full base salary in accordance
      with the Company’s standard payroll practices through the Date of
      Termination at the rate in effect at the time Notice of Termination is
      given, and provide you with all other normal post-termination amounts (if
      any) to which you are entitled under the terms and conditions of any
      compensation or benefit plan maintained by the Company in which you
      participated as of the Date of Termination at the time such payments are
      due, and the Company shall have no further obligations to you under this
      Agreement.

              


      

       

      
        	 	
                (b)  

              	
                During
      any period that you fail to perform your full-time duties with the Company
      as a result of:

              


      

       

      
        	 	
                (i)  

              	
                a
      period of 409A Disability, you shall continue to receive your base salary
      in accordance with the Company’s standard payroll practices at the rate in
      effect at the commencement of any such period, together with any
      compensation payable to you under the Company’s short-term and long-term
      disability plans for salaried employees during such period and any benefit
      coverages customarily provided to disabled salaried employees, until your
      employment is terminated pursuant to Section 3(b) hereof;
    or

              


      

       

      
        	 	 	
                (ii)  

              	
                a
      period of General Disability, you shall receive any compensation payable
      to you under the Company’s short-term and long-term disability plans for
      salaried employees during such period, as well as any benefit coverages
      customarily provided to disabled salaried employees, until your employment
      is terminated pursuant to Section 3(b)
hereof.

              


      

       

      Thereafter
your benefits shall be determined under the Company's retirement, insurance and
other compensation programs then in effect in accordance with the terms of such
programs.

       

      
        	 	
                (c)  

              	
                If
      your employment is terminated by the Company (other than for Cause,
      General Disability, 409A Disability or death) or by you for Good Reason as
      defined in Section 8(d)(i) through (iv), then you shall be entitled to the
      benefits provided below, subject to your execution of a release described
      in Section 8(h) and provided that such release becomes effective and has
      not been revoked in accordance with the terms
  thereof:

              


      

       

      
        	 	
                (i)  

              	
                the
      Company shall pay to you your full base salary through the Date of
      Termination at the rate in effect at the time Notice of Termination is
      given, 

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	 	no
      later than the fifth day following the Date of Termination; and shall
      provide you with all other normal post-termination amounts (if any) to
      which you are entitled under the terms and conditions of any compensation
      or benefit plan of the Company at the time such payments are
  due;
	 	 	 
	 	
                (ii)  

              	
                to
      the extent that an annual bonus has not been paid to you in respect of
      any  fiscal year, the Company shall pay to you, in the
      immediately following fiscal year at the time that annual bonuses in
      respect of such initial fiscal year are regularly paid by the Company (but
      not later than 2-1⁄2 months after the end of such initial fiscal year), the
      product of (x) the actual annual bonus that you would have been entitled
      to under the UST Inc. Incentive Compensation Plan had you remained
      employed through the regular payment date and (y) a fraction, the
      numerator of which is the number of days that have elapsed in each such
      fiscal year through the Date of Termination, and the denominator of which
      is 365;

              


      

       

      
        	 	
                (iii)  

              	
                in
      lieu of any further salary and bonus payments to you for periods
      subsequent to the Date of Termination, the Company shall pay to you, in
      twenty-four (24) equal monthly installments, a severance payment equal to
      the product of (1) the sum of (A) your annual salary rate in effect
      immediately prior to the Date of Termination, and (B)  an amount
      equal to seventy-five percent (75%) of the target annual bonus in effect
      as of the Date of Termination, which shall not be deemed to be less than
      $2,000,000, and (2) the number two (2); these installments shall begin to
      be paid upon your Severance Start Date (in accordance with the Company’s
      standard payroll practices for severance pay), except in the event you are
      a “specified employee” on your Severance Start Date, as determined by the
      Company in accordance with rules established by the Company in writing in
      advance of the “specified employee identification date” that relates to
      your Severance Start Date or, if later, by December 31, 2008, such
      payments shall be delayed until the date that is six (6) months after your
      Severance Start Date, with the lump sum value of all payments that are so
      delayed paid on the date that is six (6) months after your Severance Start
      Date (if you die after your Severance Start Date but before payment of all
      twenty-four (24) installments, any remaining installments will be paid to
      your estate as a lump sum and without regard to any six-month delay that
      otherwise applies to specified employees). For purposes of this Agreement,
      “specified employee” shall be defined as provided in section
      409A(a)(2)(B)(i) of the Code and “specified employee identification date”
      shall be defined as provided in Treasury Regulation
      §1.409A-1(i);

              


      

       

      
        	 	
                (iv)  

              	
                for
      a twenty-four (24) month period following the Date of Termination, the
      Company shall arrange to provide you with life insurance benefits
      substantially similar to those which you were receiving immediately prior
      to the Notice of Termination at a cost and level of benefits which are
      

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	 	substantially
      similar to those you were receiving prior to the Date of
      Termination.  Benefits otherwise receivable by you pursuant to
      this paragraph (iv) shall be reduced to the extent comparable coverage is
      actually provided to you by another employer during the twenty-four (24)
      month period following your termination, and any such coverage actually
      provided to you by such employer shall be reported to the
      Company; 
	 	 	 
	 	
                (v)  

              	
                the
      Company shall provide you with group health insurance coverage in
      accordance with Section 10(d) below.  Benefits otherwise
      receivable pursuant to this paragraph (v) shall be reduced to the extent
      comparable benefits are actually received by you from another employer
      during the twenty-four (24) month period following your termination, and
      any such benefits actually received by you from such employer shall be
      reported to the Company;

              


      

       

      
        	 	
                (vi)  

              	
                through
      the Date of Termination, you shall continue to accrue benefits under the
      UST Inc. Officers’ Supplemental Retirement Plan (“SOP”), UST Inc.
      Retirement Income Plan for Salaried Employees, UST Inc. Benefit
      Restoration Plan and the UST Inc. Excess Retirement Benefit Plan
      (together, the “Retirement Plans”) as in effect on the date hereof,
      notwithstanding any subsequent amendment thereto; provided, however, that
      in no event shall you accrue benefits under such Retirement Plans beyond
      the first anniversary of your last day of active employment.  In
      addition, regardless of your age and years of service as of the Date of
      Termination, you shall be deemed to have met the requirements of Section 2
      of the SOP in order to be treated as a Participant as such term is defined
      in the SOP; provided, however, that the benefits payable to you under the
      SOP will be determined based upon your actual age and service on your Date
      of Termination and in a manner consistent with the methodology used in the
      schedule set forth in Section 3(c) of the SOP.  Any benefits due
      under the SOP or any other retirement plans (including any offset for
      payments under qualified plans) shall be payable in accordance with the
      terms of the SOP and any other retirement plans and will become payable at
      the time and in the form permitted under the SOP and any other retirement
      plans, as may be amended from time to time; however, in the event
      you are a “specified employee” on your Severance Start Date, as determined
      by the Company in accordance with rules established by the Company in
      writing in advance of the “specified employee identification date” that
      relates to your Severance Start Date or, if later, by December 31, 2008,
      any such payments (other than payments under the UST Inc. Retirement
      Income Plan for Salaried Employees) that are made on account of your
      “separation from service” within the meaning of section 409A(a)(2)(A)(i)
      of the Code shall be delayed until the date that is six (6) months after
      your Severance Start Date, with the lump sum value of all payments that
      are so delayed paid on the date that is six (6) months after your
      Severance Start Date (if you die after your Severance Start Date but
      

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	 	before
      such lump sum is paid, it will be paid to your estate without regard to
      any six-month delay that otherwise applies to specified employees);
      and 
	 	 	 
	 	
                (vii)  

              	
                UST
      shall extend to you the same indemnification arrangements as are generally
      provided to other similarly situated officers to the extent authorized by
      applicable law and in accordance with Article VIII of UST’s
      By-Laws.

              


      

       

      
        	 	
                (d)  

              	
                Except
      as provided in Section 9(c)(iv) or Section 10(d) hereof, you shall not be
      required to mitigate the amount of any payment provided for in this
      Section 9 by seeking other employment or otherwise, nor shall the amount
      of any payment or benefit provided for in this Section 9 be reduced by any
      compensation earned by you as the result of employment by another
      employer, by retirement benefits, by offset against any amount claimed to
      be owed by you to the Company, or
otherwise

              


      

       

      
        	
                10.  

              	
                Severance
      Compensation on, in Anticipation or Contemplation of or Following a Change
      in Control.  On or following a Change in Control, and in
      the event of a termination by you for Good Reason or by the Company
      without Cause that is made in anticipation or contemplation of and occurs
      within thirty (30) days prior to a Change in Control,  you shall
      be entitled to the following benefits during a period of Disability, or
      upon termination of your employment, as the case may be, provided that
      such period or termination occurs during the term of this Agreement, or as
      otherwise provided below in subsection (e)(A) or (B) of this Section
      10:

              


      

       

      
        	 	
                (a)  

              	
                During
      any period that you fail to perform your full-time duties with the Company
      as a result of:

              


      

       

      
        	 	
                (i)  

              	
                a
      period of 409A Disability, you shall continue to receive your base salary
      in accordance with the Company’s standard payroll practices at the rate in
      effect at the commencement of any such period, together with any
      compensation payable to you under the Company’s short-term and long-term
      disability plans for salaried employees during such period and any benefit
      coverages customarily provided to disabled salaried employees, until your
      employment is terminated pursuant to Section 3(b)
  hereof.

              


      

       

      
        	 	
                (ii)  

              	
                a
      period of General Disability, you shall receive any compensation payable
      to you under the Company’s short-term and long-term disability plans for
      salaried employees during such period, as well as any benefit coverages
      customarily provided to disabled salaried employees, until your employment
      is terminated pursuant to Section 3(b)
hereof.

              


      

       

      Thereafter
your benefits shall be determined under the Company's retirement, insurance and
other compensation programs then in effect in accordance with the terms of such
programs.

       

      
        	 	
                (b)  

              	
                If
      your employment is terminated by reason of your death or by the Company
      for Cause or by you other than for Good Reason as defined in Section
      8(d)(A) 

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	 	through
      (H), the Company shall pay you your full base salary in accordance with
      the Company’s standard payroll practices through the Date of Termination
      at the rate in effect at the time Notice of Termination is given, and
      provide you with all other normal post-termination amounts (if any) to
      which you are entitled under the terms and conditions of any compensation
      or benefit plan of the Company at the time such payments are due, and the
      Company shall have no further obligations to you under this
      Agreement. 
	 	 	 
	 	
                (c)  

              	
                If
      your employment is terminated by you for Good Reason as defined in Section
      8(d)(A) through (H) or by the Company other than for Cause, General
      Disability, 409A Disability or death, then, you shall be entitled to the
      benefits provided below, subject to your execution of a release described
      in Section 8(h) and provided that such release becomes effective and has
      not been revoked in accordance with the terms
  thereof:

              


      

       

      
        	 	
                (i)  

              	
                the
      Company shall pay to you your full base salary through the Date of
      Termination at the rate in effect at the time Notice of Termination is
      given, no later than the fifth day following the Date of Termination; and
      provide you with all other normal post-termination amounts (if any) to
      which you are entitled under the terms and conditions of any compensation
      or benefit plan of the Company at the time such payments are
      due;

              


      

       

      
        	 	
                (ii)  

              	
                to
      the extent that an annual bonus has not been paid to you in respect of any
      fiscal year, the Company shall pay to you, in the immediately following
      fiscal year at the time that annual bonuses in respect of such initial
      fiscal year are regularly paid by the Company (but not later than 2-1⁄2
      months after the end of such initial fiscal year), the product of (x) an
      amount equal to the target annual bonus in effect immediately preceding
      the Date of Termination or, if greater, such target in effect immediately
      prior to the Change in Control, and (y) a fraction, the numerator of which
      is the number of days that have elapsed in the fiscal year in which the
      Date of Termination occurs through the Date of Termination, and the
      denominator of which is 365;

              


      

       

      
        	 	
                (iii)  

              	
                in
      lieu of any further salary and bonus payments to you for periods
      subsequent to the Date of Termination, the Company shall pay as severance
      pay to you an amount equal to the product of (1) the sum of (A) your
      annual salary rate in effect as of the Date of Termination or, if greater,
      such rate in effect immediately prior to the Change in Control, and (B) an
      amount equal to 100% of the target annual bonus in effect as of the Date
      of Termination or, if greater, such target in effect immediately prior to
      the Change in Control, which, in either case, shall not be deemed to be
      less than $2,000,000, and (2) the number two (2); in the event your
      Severance Start Date occurs on or within two (2) years following an event
      that constitutes a  change in the ownership or effective control
      of the Company or in the ownership of a substantial portion of the assets
      of the Company within the meaning of section 409A(a)(2)(a)(vi) of the
      Code, 

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	except
      as set forth below with respect to status as a specified employee, such
      amount will be paid in a lump sum no later than the fifth day following
      your Severance Start Date; otherwise, except as set forth below with
      respect to status as a specified employee, such amount shall be paid in
      twenty-four (24) equal monthly installments that shall begin to be paid
      upon your Severance Start Date (in accordance with the Company’s standard
      payroll practices for severance pay); in
      either case, in the event you are a “specified employee” on your Severance
      Start Date, as determined by the Company in accordance with rules
      established by the Company in writing in advance of the “specified
      employee identification date” that relates to your Severance Start Date
      or, if later, by December 31, 2008,  such payments shall be
      delayed until the date that is six (6) months after your Severance Start
      Date, with the lump sum value of all payments that are so delayed paid on
      the date that is six (6) months after your Severance Start Date (if you
      die after your Severance Start Date but before payment of the lump sum or
      all twenty-four (24) installments, any remaining amounts will be paid to
      your estate as a lump sum and without regard to any six-month delay that
      otherwise applies to specified employees); 
	 	 
	 	
                (iv)  

              	
                the
      Company also shall promptly reimburse you for all legal fees and expenses
      incurred by you as a result of such termination (including all such fees
      and expenses, if any, incurred in contesting or disputing any such
      termination or in seeking to obtain or enforce any right or benefit
      provided by this Agreement.  To the extent that any such
      reimbursement does not qualify for exclusion from Federal income taxation,
      the Company will make the reimbursement only if (A) the corresponding
      expense is incurred by you during your lifetime (or by your estate on your
      behalf after your death and within ten years of such termination), and (B)
      the request for reimbursement is submitted no later than two months prior
      to the last day of the calendar year following the calendar year in which
      the expense was incurred, so that the Company can make the reimbursement
      on or before the last day of the calendar year following the calendar year
      in which the expense was incurred. The amount of expenses eligible for
      such reimbursement during a calendar year will not affect the amount of
      expenses eligible for such reimbursement in another calendar year, and the
      right to such reimbursement is not subject to liquidation or exchange for
      another benefit from the Company. The Company shall also promptly
      reimburse you for all legal fees and expenses incurred by you in
      connection with any tax audit or proceeding to the extent attributable to
      the application of section 4999 of the Code to any payment or benefits
      provided hereunder); each
      such  reimbursement shall be paid no later than the end of the
      calendar year next following the 

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

      
        	 	calendar
      year in which you or the Company remit to the Internal Revenue Service the
      taxes that are the subject of the audit or proceeding or, where as a
      result of the audit or proceeding no taxes are due or are remitted but
      other reimbursable expenses have been incurred, the end of the calendar
      year following the calendar year in which the audit is completed or there
      is a final and nonappealable settlement or other resolution of the
      proceeding. For purposes of the foregoing, in the event you are a
      “specified employee” on your Severance Start Date (as determined by the
      Company in accordance with rules established by the Company in writing in
      advance of the “specified employee identification date” that relates to
      your Severance Start Date or, if later, by December 31, 2008), and to the
      extent that any portion of the reimbursements described above in this
      paragraph (iv) relate to expenses that were triggered by your “separation
      from service” within the meaning of section 409A(a)(2)(A)(i) of the Code
      and such reimbursements constitute a “deferral of compensation” within the
      meaning of section 409A of the Code,  such reimbursements shall
      be paid no earlier than the date that is six (6) months after your
      Severance Start Date (if you die after your Severance Start Date but
      before such reimbursements have been made, such reimbursements will be
      paid to your estate in a lump sum without regard to any six-month delay
      that otherwise applies to specified employees); 
	 	 
	 	
                (v)  

              	
                for
      a twenty-four (24) month period after such termination, the Company shall
      arrange to provide you with life insurance benefits substantially similar
      to those which you were receiving immediately prior to the Notice of
      Termination (as well as the group health coverage described in Section
      10(d) below), at a cost and level of benefits which are substantially
      similar to those you were receiving prior to the Date of
      Termination.  Benefits otherwise receivable by you pursuant to
      this paragraph (v) shall be reduced to the extent comparable coverage is
      actually provided to you by another employer during the twenty-four (24)
      month period following your termination, and any such coverage actually
      provided to you by such employer shall be reported to the Company;
      and

              


      

       

      
        	 	
                (vi)  

              	
                Notwithstanding
      any subsequent amendment to the SOP, you shall be entitled to the benefits
      and treatment applicable to SOP accrued benefits in the event of a Change
      in Control in accordance with the terms of the SOP as in effect
      immediately preceding a Change in
Control.

              


      

       

      
        	 	
                (d)  

              	
                For
      a twenty-four (24) month period after the termination referenced in
      Section 4(c) or Section 5(c), the Company shall arrange to provide you
      with group health coverage substantially similar to that which you were
      receiving immediately prior to the Notice of
  Termination.

              


      

       

      
        	
                                        (i)  

              	
                If
      such coverage is provided under a self-insured medical reimbursement plan
      maintained by the Company (within the meaning of section 105(h) of the
      Code):

              


      

       

      
        	
                 
      

              	
                (A)

              	
                there
      will be no charge to you for such coverage for any month that falls within
      the first six months following your Severance Start
  Date;

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	
                 
      

              	
                (B)

              	
                the
      charge to you for each remaining month of coverage will equal the
      Company’s monthly COBRA charge for such coverage, and you will be required
      to pay such monthly charge in accordance with the Company’s standard COBRA
      premium payment requirements; and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                on
      the date that is six months following your Severance Start Date the
      Company will pay you a lump sum in cash equal to the product of (I) the
      Company’s monthly COBRA charge on the payment date for family coverage
      under the Company’s group health plan, and (II) the difference between (a)
      the number twenty-four (24), and (b) the number of months of coverage
      provided under clause  (A)
above.

              


      

       

      
        	 	
                (ii)  

              	
                If
      such coverage is provided under a fully-insured medical reimbursement plan
      (within the meaning of section 105(h) of the Code), there will be no
      charge to you for such coverage.

              


      

       

      
        	 	
                (e)  

              	
                If
      any of the Total Payments (as defined below) will be subject to the tax
      (the "Excise Tax") imposed by section 4999 of the Code, the Company shall
      pay to you an additional amount (the "Gross-Up Payment") such that the net
      amount retained by you, after deduction of any Excise Tax on the Total
      Payments and any federal, state and local income and employment taxes and
      Excise Tax upon the Gross-Up Payment, shall be equal to the Total
      Payments.  The Gross-Up Payment will be paid to you or remitted
      by the Company to the appropriate tax authorities in a lump sum no later
      than the fifth day following the applicable date. For this purpose, the
      applicable date shall be – (A) in the case of that portion of the Total
      Payments that is payable upon a Change in Control, that is payable without
      the occurrence of your termination of employment and that is exempt from
      section 409A of the Code, the date of a Change in Control but not before
      January 1, 2009; (B) in the case of that portion of the Total Payments
      that is payable upon or as result of a Change in Control, that is payable
      without the occurrence of your termination of employment and that is
      subject to section 409A of the Code, the date you remit the specified
      taxes to the appropriate tax authorities (or, if the specified taxes are
      remitted by the Company, the date the taxes are due) but not before
      January 1, 2009; (C) in the case of that portion of the Total Payment that
      is payable upon your termination of employment and that is exempt from
      section 409A of the Code, your Date of Termination; and (D) in the case of
      that portion of the Total Payments that is payable upon your Severance
      Start Date and that is subject to section 409A of the Code, your Severance
      Start Date. However, notwithstanding provision (D) immediately above, in
      the event you are a “specified employee” on your Severance Start Date (as
      determined by the Company in accordance with rules established by the
      Company in writing in advance of the “specified employee identification
      date” that relates to your Severance Start Date or, if later, by December
      31, 2008), and to the extent that any portion of the Gross-Up Payment
      relates to Total Payments that were triggered by your “separation from
      service” within the  meaning of section
  

              


      

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

      
         

        
          	 	
                   

                	
                  409A(a)(2)(A)(i)
      of the Code, payment of such portion of the Gross-Up Payment which
      constitutes a “deferral of compensation” within the meaning of section
      409A of the Code and is not deemed to be payable upon another permissible
      payment date under section 409A of the Code shall be delayed until the
      date that is six (6) months after your Severance Start Date (if you die
      after your Severance Start Date but before the Gross-Up Payment is made,
      it will be paid to your estate as a lump sum and without regard to any
      six-month delay that otherwise applies to specified
      employees).  Notwithstanding the foregoing provisions of this
      Section 10(e), if it shall be determined that you are entitled to the
      Gross-Up Payment, but that the Parachute Value (as defined below) of the
      Total Payments does not equal or exceed 110% of the Safe Harbor Amount (as
      defined below), then except as provided by the full paragraph that
      immediately follows paragraph (iii) of this subsection (e), no Gross-Up
      Payment shall be made to you and the amounts payable to you under Section
      10(c) and (d) of this Agreement shall be reduced to the extent necessary
      to cause the Parachute Value of the Total Payments, in the aggregate, to
      be equal to the Safe Harbor Amount.  Any such
      reduction shall be applied under Section 10(c) and (d) as
      follows: 

                


        

      

       

      
        
          	
                   
      

                	 	
                  (i)

                	
                  first, for
      purposes of Section 10(d)(i)(A), there will be a charge to you for each
      month of coverage, applied on a month-to-month basis as necessary
      to cause the aggregate Parachute Value of the Total
      Payments to equal the Safe Harbor Amount, in an amount equal to the
      Company's monthly COBRA charge for such coverage, and you will be required
      to pay such monthly charge in accordance with the Company's standard COBRA
      premium payment
requirements;

                


        

      

       

      
        	
                 
      

              	
                (ii)

              	
                second,
      for
      purposes of Section 10(c)(v), there will be a charge to you for each month
      of coverage, applied on a dollar-for-dollar basis as necessary to
      cause the aggregate Parachute Value of the Total
      Payments to equal the Safe Harbor Amount, in an amount equal to the
      premium paid by the Company for such coverage, and you will be required to
      pay such monthly charge to the Company at the same time as the Company is
      required to make payment of such premium to the insurance carrier;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                third, the amount payable under Section 10(c)(ii),
      the amount payable under Section 10(c)(iii), any additional SOP accrued
      benefit provided under Section 10(c)(vi), and the amount payable under
      Section 10(d)(i)(C) shall each be reduced, on a pro rata basis (based on
      the dollar amounts payable under Section 10(c)(ii), Section 10(c)(iii),
      and Section 10(d)(i)(C) and the amount of the additional SOP accrued
      benefit determined under Section 10(c)(vi) as of your Severance Start
      Date), as necessary to cause the aggregate Parachute Value of the Total
      Payments to equal the Safe Harbor
    Amount;

              


      

       

      However, solely to the
extent that the prior two sentences become applicable (determined before the
application of this paragraph) and in the event that the right to the Gross-Up
Payment is not considered subject to a substantial risk of


       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      forfeiture under
section 409A of the Code, then you shall continue to be entitled to the Gross-Up
Payment, but the amounts payable to you under Section 10(c) and (d) plus
the Gross-Up Payment shall be reduced to the extent necessary to cause the
Parachute Value of the Total Payments, in the aggregate, to be equal to the Safe
Harbor Amount.  These
reductions generally shall be made in the order specified above, provided
however, that the amount of the Gross-Up Payment shall be added to the payments
specified in subsection (iii) above and shall also be subject to pro rata
reduction as specified in subsection (iii) based on the dollar amount of the
Gross-Up Payment.

       

      [In
the event that application of the above ordering rules results in the imposition
upon you of an excise tax or penalty interest under section 409A of the Code,
the Company will pay you an additional payment (the “409A Gross-Up Payment”) in
an amount equal to such excise tax and penalty interest plus all income and
employment taxes on such excise tax and penalty interest, including, if the 409
Gross-Up Payment is a Total Payment, payment of any Gross-Up Payment on this
payment.  For this purpose, all income taxes will be assumed to apply
to you at the highest marginal rate in effect on the date the 409A Gross-Up
Payment is made.  The 409A Gross-Up Payment shall be paid no later
than the end of the calendar year next following the calendar year in which you
remit the corresponding excise tax and penalty interest to the Internal Revenue
Service.]

       

      
        	 	
                (f)  

              	
                For
      purposes of determining whether any of the Total Payments will be subject
      to the Excise Tax and the amount of such Excise Tax, (i) all payments or
      benefits received or to be received by you in connection with a Change in
      Control or the termination of your employment (whether payable pursuant to
      the terms of this Agreement or of any other plan, arrangement or agreement
      with the Company or any of its affiliates or successors, any person whose
      actions result in a Change in Control or any person affiliated (or which,
      as a result of the completion of the transactions causing a Change in
      Control, will become affiliated) with the Company or such person within
      the meaning of section 1504 of the Code (such payments or benefits,
      excluding the Gross-Up Payments, being hereinafter referred to as the
      “Total Payments”)) shall be treated as “parachute payments” (within the
      meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax
      counsel selected by the independent auditors of the Company (as of the
      date immediately prior to the Change in Control) and reasonably acceptable
      to you, such payments or benefits (in whole or in part) do not constitute
      parachute payments, including by reason of section 280G(b)(4)(A) of the
      Code; (ii) all “excess parachute payments” (within the meaning of section
      280G(b)(1) of the Code) shall be treated as subject to the Excise Tax,
      unless in the opinion of such tax counsel such excess parachute payments
      represent reasonable compensation for services actually rendered (within
      the meaning of section 280G(b)(4)(B) of the Code) in excess of the “base
      amount” (within the meaning of section 280G(b)(3) of the Code), or are not
      otherwise subject to the Excise Tax; and (iii) the value of any noncash
      benefits or any deferred payment or benefit shall be determined by the
      Company’s independent auditors in accordance with the principles of
      sections 280G(d)(3) and (4) of the Code and the regulations promulgated
      thereunder.  For

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	purposes
      of determining the amount of the Gross-Up Payment, you shall be deemed to
      pay federal income taxes at your applicable rate of federal income
      taxation in the calendar year in which the taxes upon which the Gross-Up
      Payment is made are due and state and local income and employment taxes at
      your applicable rate of taxation in your state and locality of residence
      on the date the taxes upon which the Gross-Up Payment is made are due, net
      of the maximum reduction in federal income taxes that could be obtained
      from deduction of such state and local taxes.  For purposes of
      this Agreement, (x) the term “Parachute Value” when applied to any payment
      shall mean the present value as of the date of the Change in Control of
      the portion of such payment that is treated as a “parachute payment” under
      section 280G(b)(2) of the Code, as determined by tax counsel for purposes
      of determining whether and to what extent the Excise Tax will apply to you
      and (y) the term “Safe Harbor Amount” shall mean 2.99 times your “base
      amount”, within the meaning of section 280G(b)(3) of the
    Code. 
	 	 
	 	
                (g)  

              	
                In
      the event that the Excise Tax is subsequently determined to be less than
      the amount taken into account hereunder, you shall repay to the Company at
      the time that the amount of such reduction in Excise Tax is finally
      determined (subject to the last sentence of this subsection) the portion
      of the Gross-Up Payment attributable to such reduction (plus the portion
      of the Gross-Up Payment attributable to the Excise Tax and federal, state
      and local income and employment taxes imposed on the Gross-Up Payment
      being repaid by you if such repayment results in a reduction in Excise Tax
      or federal, state or local income and employment taxes deduction) plus
      interest on the amount of such repayment at 120% of the applicable federal
      rate (as defined in section 1274(d) of the Code).  In the event
      that the Excise Tax is determined to exceed the amount taken into account
      hereunder (including by reason of any payment the existence or amount of
      which cannot be determined at the time of the Gross-Up Payment) or
      additional Total Payments are made to you after the application of any
      cutback as provided in Section 10(e) hereof, which additional Total
      Payments result in the cutback to the Safe Harbor Amount no longer being
      applicable, the Company shall pay you an additional amount equal to the
      gross-up payment in respect of such excess and the value of the Total
      Payments which were originally cutback and are subject to restoration
      hereunder (plus any interest payable with respect to such excess) within
      five (5) business days following the time that the amount of such excess
      or restoration is finally determined; provided, however, that in the event
      you are a “specified employee” on your Severance Start Date (as determined
      by the Company in accordance with rules established by the Company in
      writing in advance of the “specified employee identification date” that
      relates to your Severance Start Date or, if later, by December 31, 2008)
      and any such additional gross-up payment would be made prior to the date
      that is six (6) months after your Severance Start Date, and to the extent
      that payment of any portion of such additional gross-up payment that
      relates to Total Payments that were triggered by your “separation from
      service” within the meaning of section 409A(a)(2)(A)(i) of the Code,
      payment of such portion of the additional gross-up payment if such payment
      itself constitutes a “deferral of compensation” within the meaning of
      section 409A of the Code and is not deemed to be payable upon another
      

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	permissible
      payment date under section 409A of the Code shall be delayed until the
      date that is six (6) months after your Severance Start Date (if you die
      after your Severance Start Date but before the additional gross-up payment
      is made, it will be paid to your estate as a lump sum and without regard
      to any six-month delay that otherwise applies to specified employees); and
      provided, further, that each additional gross-up payment required to be
      made by the Company to you and/or each repayment of a gross-up payment
      required to be made by you to the Company shall be paid no later than the
      end of the calendar year next following the calendar year in which you or
      the Company remit the corresponding taxes to the Internal Revenue
      Service. 
	 	 
	 	
                (h)  

              	
                Except
      as provided in Section 10(c)(v) or Section 10(d) hereof, you shall not be
      required to mitigate the amount of any payment provided for in this
      Section 10 by seeking other employment or otherwise, nor shall the amount
      of any payment or benefit provided for in this Section 10 be reduced by
      any compensation earned by you as the result of employment by another
      employer, by retirement benefits, by offset against any amount claimed to
      be owed by you to the Company, or
otherwise.

              


      

       

      
        	
                11.  

              	
                Noncompetition.  You
      agree that you will not engage in any Competitive Activity during the
      one-year period following your termination of employment with the Company
      for any reason (or, where you receive payments pursuant to Section 9(c) or
      Section 10(c) hereof, then during the two-year period following your
      termination of employment with the Company).  For purposes of
      this Section, “Competitive Activity” shall mean activity, without the
      written consent of an authorized officer of UST, consisting of your
      participation in the management of, or acting as a consultant for or
      employee of, any business operation of any enterprise if such operation (a
      “Competitive Operation”) is then in substantial and direct competition
      with any business operation of UST and/or any of its affiliates, any place
      in the world, as now or hereafter designated by the Board; provided,
      however,
      that no business operation may be designated as a business operation that
      is in substantial competition with UST and/or any of its affiliates unless
      the profits, sales or assets attributable to such business operation
      amount to at least ten percent (10%) of said business’ total profits,
      sales or assets. Competitive Activity shall not include (1) the mere
      ownership of up to five percent (5%) of the outstanding securities in any
      enterprise; or (2) the participation in the management of, or acting as a
      consultant for or employee of, any enterprise or any business operation
      thereof, other than in connection with a Competitive Operation of such
      enterprise, provided
      that you do not furnish advice with respect to inventions, processes,
      customers, methods of distribution, methods of manufacture, marketing or
      business strategy relating to any Competitive Operation of such
      enterprise, or the formation of a Competitive
      Operation.

              


      

       

      
        	
                12.  

              	
                Confidentiality.  You
      agree not to disclose, either while employed by the Company or at any time
      thereafter, to any person not employed by the Company, or not engaged to
      render services to the Company, except with the prior written consent of
      an officer authorized to act in the matter by the Board, any confidential
      information of the Company or its affiliates obtained by you while in the
      employ of the Company, including, without limitation, information relating
      to any of the Company’s or its


              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	affiliates’
      inventions, processes, formulae, plans, devices, compilations of
      information, methods of distribution, customers, client relationships,
      marketing strategies or trade secrets; provided,
      however,
      that this provision shall not preclude you from the use or disclosure of
      information known generally to the public or of information not considered
      confidential by persons engaged in the business conducted by the Company
      or from disclosure required by law or court order (and to your legal
      counsel in connection therewith).  The agreement herein made in
      this Section 12 shall be in addition to, and not in limitation or
      derogation of, any obligations otherwise imposed by law upon you in
      respect of confidential information and trade secrets of the Company or
      its affiliates. 
	 	 
	
                13.  

              	
                Non-Solicitation.  You
      agree that you shall not solicit any person who is a customer of the
      business conducted by the Company or its affiliates, or any business in
      which you have been engaged on behalf of the Company or its affiliates at
      any time during the Term of this Agreement and for a two (2) year period
      thereafter on behalf of an employer affiliated with you or any business
      described in Section 11; or induce or attempt to persuade any employee of
      the Company or any of its affiliates to terminate his employment
      relationship in order to enter into employment with an employer affiliated
      with you or any business described in Section
      11.

              


      

       

      
        	
                14.  

              	
                Successors:
      Binding
Agreement.

              


      

       

      
        	 	
                (a)  

              	
                The
      Company shall require any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all
      of the business and/or assets of the Company to expressly assume and agree
      to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had
      taken place.  Failure of the Company to obtain such assumption
      and agreement prior to the effectiveness of any such succession shall be a
      breach of this Agreement and shall entitle you to compensation from the
      Company in the same amount and on the same terms to which you would be
      entitled hereunder if you terminate your employment for Good Reason
      following a Change in Control, except that for purposes of implementing
      the foregoing, the date on which any such succession becomes effective
      shall be deemed the Date of Termination.  As used in this
      Agreement, “Company” shall mean the Company as hereinbefore defined and
      any successor to its business and/or assets as aforesaid which assumes and
      agrees to perform this Agreement by operation of law, or
      otherwise.

              


      

       

      
        	 	
                (b)  

              	
                This
      Agreement shall inure to the benefit of and be enforceable by your
      personal or legal representative, executors, administrators, successors,
      heirs, distributees, devisees and legatees.  If you should die
      while any amount would still be payable. to you hereunder if you had
      continued to live, all such payments, unless otherwise provided herein,
      shall be paid in accordance with the terms of this Agreement to your
      devisee, legatee or other designee or, if there is no such designee, to
      your estate.

              


      

       

      
        	
                15.  

              	
                Notice.  For
      the purpose of this Agreement, notices and all other communications
      provided for in the Agreement shall be in writing and shall be deemed to
      have been duly 

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	given
      when delivered or mailed by United States certified or registered mail,
      return receipt requested, postage prepaid, addressed to the respective
      addresses set forth on the first page of this Agreement, provided that all
      notice to the Company shall be directed to the attention of the Board with
      a copy to the Secretary of the Company, or to such other address as either
      party may have furnished to the other in writing in accordance herewith,
      except that notice of change of address shall be effective only upon
      receipt. 
	 	 
	
                16.  

              	
                 Miscellaneous.  No
      provision of this Agreement may be modified, waived or discharged unless
      such waiver, modification or discharge is agreed to in writing and signed
      by you and such officer as may be specifically designated by the
      Board.  No waiver by either party hereto at any time of any
      breach by the other party hereto of, or compliance with, any condition or
      provision of this Agreement to be performed by such other party shall be
      deemed a waiver of similar or dissimilar provisions or conditions at the
      same or at any prior or subsequent time.  No agreements or
      representations, oral or otherwise, express or implied, with respect to
      the subject matter hereof have been made by either party which are not
      expressly set forth in this Agreement.  The validity,
      interpretation, construction and performance of this Agreement shall be
      governed by the laws of the State of Delaware without regard to its
      conflicts of law principles.  All references to sections of the
      Exchange Act or the Code shall be deemed also to refer to any successor
      provisions to such sections.  Any payments provided for
      hereunder shall be paid net of any applicable withholding required under
      federal, state or local law.  The obligations of the Company
      under Sections 9 and 10 and your obligations under Section 11, 12 and 13
      shall survive the expiration of the term of this
  Agreement.

              


      

       

      
        	
                17.  

              	
                Validity.  The
      invalidity or unenforceability of any provision of this Agreement shall
      not affect the validity or enforceability of any other provision of this
      Agreement, which shall remain in full force and
      effect.

              


      

       

      
        	
                18.  

              	
                Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be
      deemed to be an original but all of which together will constitute one and
      the same instrument.

              


      

       

      
        	
                19.  

              	
                Arbitration.  Any
      dispute or controversy arising under or in connection with this Agreement
      shall be settled exclusively by arbitration, conducted before a panel of
      three arbitrators in New York, New York, in accordance with the rules of
      the American Arbitration Association then in effect.  Judgment
      may be entered on the arbitrator’s award in any court having jurisdiction;
      provided, however, that you shall be entitled to seek specific performance
      of your right to be paid until the Date of Termination during the pendency
      of any dispute or controversy arising under or in connection with the
      Agreement.

              


      

       

      
        	
                20.  

              	
                Code
      Section 409A.  It is intended, and this Agreement will be
      so construed, that any amounts payable under this Agreement and the
      Company’s and your exercise of authority or discretion hereunder shall
      comply with the provisions of section 409A of the Code and the treasury
      regulations relating thereto so as not to subject you to the payment of
      interest and tax penalty which may be imposed under section
      

              


      

       

       

      
        
           

        

        
           

          
            
 

        

        
           

        

      

       

       

      
        	 	409A
      of the Code.  In furtherance of this intent, to the extent that
      any regulations or other guidance issued under section 409A of the Code
      would result in you being subject to the payment of such interest or tax
      penalty, the Company and you agree to amend this Agreement prior to
      January 1, 2009 in order to bring this Agreement into compliance with
      section 409A of the Code in a manner which has the least adverse effect on
      you. 
	 	 
	
                21.  

              	
                Entire
      Agreement.  This Agreement sets forth the entire
      agreement of the parties hereto in respect of the subject matter contained
      herein and supersedes all prior agreements, promises, covenants,
      arrangements, communications, representations or warranties, whether oral
      or written, by any officer, employee or representative of any party
      hereto; including, without limitation, the Letter Agreement between you
      and UST, dated September 13, 2004, the Existing Agreement, and any
      addendums, amendments or modifications thereof; and any prior agreement of
      the parties hereto in respect of the subject matter contained herein is
      hereby terminated and cancelled.  Notwithstanding the foregoing,
      nothing contained herein shall be deemed to be a termination or
      cancellation of your right to indemnification by UST as an officer
      pursuant to:  (a) applicable state law, with all exclusions and
      exceptions provided by such law to remain in full force and effect; (b)
      any indemnification agreement entered into between you and UST which shall
      remain in full force and effect; (c) any applicable director and officer
      insurance arrangements; and (d) in accordance with Article VIII of UST’s
      By-Laws.

              


      

       

              
If this letter sets forth our agreement on the subject matter hereof, kindly
sign and return to the Company the enclosed copy of this letter, which will then
constitute our agreement on this subject.

       

      UST
Inc.

       

      
        
          	
                   

                  By:

                	 
      /s/ Gary B. Glass	 
      
	 
      	
                  Name:

                	
                  Gary B.
      Glass

                	 
      
	 
      	
                  Title:

                	
                  Vice
      President 

                	 
      


        

         

        Agreed
to this 16
day

        of
 December,
2008.

         

         

        
          
            
              	
                         /s/ Murray S.
      Kessler

                    	 
      
	
                      Murray S.
      Kessler

                    	 
      
	 
      	 
      


            

          

        

         

         

        
          
             

          

          
             

            
              
 

          

          
             

          

        

         

         

        RELEASE
AGREEMENT

         

        THIS
RELEASE, entered into this [     ] day of
[                                ]
by [Name], residing at
[                                                                                                                  ]
(hereinafter referred to as the “Employee”).

         

         

        WITNESSETH:

         

        WHEREAS,
the Employee, and UST Inc., a Delaware corporation (“UST”), having its principal
office in Greenwich, Connecticut, entered into a letter agreement (the
“Agreement”) dated as of __________________, 2006, pursuant to Section 3(h) of
which Employee and ** covenanted, to execute a general release of any and all
claims he may have or may believe he has against UST, its affiliates and/or
their respective officers, directors, employees, agents and representatives;
and

         

        WHEREAS,
the employment of the Employee was terminated as of
[                              ];

         

        NOW,
THEREFORE, in consideration of the benefits to be provided to the Employee
pursuant to the Agreement, it is agreed as follows:

         

        1.           The
Employee voluntarily, knowingly and willingly releases and forever discharges
UST, its parents, subsidiaries and affiliates, together with their respective
past and present officers, directors, partners, shareholders, employees and
agents, and each of their predecessors, successors and assigns, from any and all
charges, complaints, claims, promises, agreements, controversies, causes of
action and demands of any nature whatsoever which against them the Employee or
his executors, administrators, successors or assigns ever had, now have or
hereafter can, shall or may have by reason of any matter, cause or thing
whatsoever arising prior to the time the Employee signs this
agreement.

         

        2.           The
release being provided by the Employee in this agreement includes, but is not
limited to, any rights or claims relating in any way to the Employee’s
employment relationship with UST, its parents, subsidiaries and affiliates, or
the termination thereof, or under any statute, including the federal Age
Discrimination in Employment Act (“the ADEA”), Title VII of the Civil Rights
Act, the Americans with Disabilities Act, or any other federal, state or local
law or judicial decision.  Notwithstanding the foregoing, Employee
does not hereby release any rights to vested benefits under the terms of any
employee benefit plans maintained by UST pursuant to the Employee Retirement
Income Security Act (“ERISA”).  Furthermore, nothing contained herein
shall be deemed a waiver of the Employee’s right to indemnification by UST as a
corporate officer/director pursuant to:  (a) applicable state law,
with all exclusions and exceptions provided by such law to remain in full force
and effect; (b) any indemnification agreement entered into between the Employee
and UST; (c) any applicable director and officer insurance arrangements; and (d)
in accordance with Article VII of UST’s By-Laws.

         

        3.           By
signing this release agreement, the Employee represents that he has not and will
not in the future commence any action or proceeding arising out of the matters
released hereby, and that he will not seek or be entitled to any award of legal
or equitable 

         

         

        
          
             

          

          
             

            
              
 

          

          
             

          

        

         

         

        relief
in any action or proceeding that may be commenced on his behalf.  This
paragraph will not preclude the Employee from filing an administrative charge of
discrimination, provided Employee does not seek any relief for himself/herself
in connection with such proceeding.  This paragraph likewise does not
prohibit the Employee from filing a lawsuit under the ADEA, but the waiver and
release in paragraph 2 will remain valid and enforceable to bar any such
claim.

         

        4.           By
signing this release agreement, the Employee agrees to cooperate fully with UST
and its affiliates concerning reasonable requests for information about the
business of UST or any of its affiliates or your involvement and participation
therein; the defense or prosecution of any claims or actions now in existence or
which may be brought in the future against or on behalf of UST or any of its
affiliates which relate to events or occurrences that transpire while the
Employee was employed by UST and its affiliates; and in connection with any
investigation or review by any federal, state or local regulatory,
quasi-regulatory or self-governing authority (including, without limitation, the
Securities and Exchange Commission) as any such investigation or review relates
to events or occurrences that transpired while the Employee was so
employed.  The Employee’s full cooperation shall include, but not be
limited to, being available to meet and speak with officers or employees of UST
or any of its affiliates and/or their counsel at reasonable times and locations,
executing accurate and truthful documents and taking such other actions as may
reasonably be requested by UST or any of its affiliates and/or their counsel to
effectuate the foregoing.  UST agrees to reimburse you for any
reasonable, out-of-pocket travel, hotel and meal expenses incurred in connection
with the Employee’s performance of obligations pursuant to this paragraph 4 for
which the Employee has obtained prior approval from UST.

         

        5.           The
Employee acknowledges that UST has hereby advised him to consult with an
attorney prior to signing this release agreement.  The Employee
represents that he has had the opportunity to review this agreement and,
specifically, the release in paragraph 1, with an attorney of his
choice.  The Employee also agrees that he has entered into this
agreement freely and voluntarily.

         

        6.           The
Employee acknowledges that he has been given at least twenty-one days to
consider the terms of this release agreement.  Furthermore, once he
has signed this release agreement, the Employee shall have seven additional days
from the date of signing this release agreement to revoke his consent
hereto.  The release agreement will not become effective until seven
days after the date the Employee has signed it, which will be the effective
date. of this release agreement.

         

        IN
WITNESS WHEREOF, the Employee has executed this release agreement as of the date
first set forth above.