0001341004-08-003128 Sample Contracts

Murray S. Kessler Chairman, President and Chief Executive Officer UST Inc. Greenwich, CT 06830 Dear Murray:
Employment Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Delaware

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.

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Severance Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Delaware

UST Inc. (“UST” or the “Company”) is pleased to provide you with this letter agreement (the “Agreement”). The Board of Directors of UST (the “Board of Directors” or the “Board”) considers it essential to the best interests of the Company and the interests of UST’s stockholders to foster the continuous employment of key management personnel. 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.

EMPLOYMENT AGREEMENT
Employment Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Connecticut

AGREEMENT made as of the 16th day of December, 2008, between UST Inc., a Delaware corporation (the “Company”) and Richard A. Kohlberger (the “Executive”).

DATE]
Letter Agreement • December 19th, 2008 • Ust Inc • Tobacco products • Delaware

International Wine & Spirits Ltd. (“the Company”), a wholly owned subsidiary of UST Inc. (“UST”), is pleased to provide you with this letter agreement (the "Agreement"). The Board of Directors of UST (the "Board of Directors" or the "Board") considers it essential to the best interests of the Company and the interests of UST's stockholders to foster the continuous employment of key management personnel. In addition, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of UST 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 Company management personnel to the detriment of the Company and of UST and its stockholders.

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