0000950123-04-011039 Sample Contracts

September 13, 2004 Mr. Murray S. Kessler President U.S. Smokeless Tobacco Company 100 West Putnam Avenue Greenwich, CT 06830 Dear Mr. Kessler:
Release Agreement • September 16th, 2004 • Ust Inc • Tobacco products • Delaware

In order to induce you to remain in the employ of the Company, the Company and UST agree that you shall receive the severance benefits set forth in this Agreement in the event your employment with the Company is terminated under the circumstances described below either prior to or subsequent to a “Change in Control” of UST (as defined in Section 2).

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UST INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT
Stock Incentive Plan Restricted Stock Agreement • September 16th, 2004 • Ust Inc • Tobacco products • Delaware

RESTRICTED STOCK AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock, and hereby amended as of September 13, 2004, by and between UST Inc., a Delaware corporation (the “Company”), pursuant to the Amended and Restated Stock Incentive Plan (the “Plan”) and the employee of the Company or a Subsidiary named on the Notice of Grant of Restricted Stock (the “Employee”);

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