Merger Agreement

Exhibit 10.1

EXECUTION COPY

September 7, 2008

Project Table

Commitment Letter

Altria Group, Inc.

6601 West Broad Street

Richmond, Virginia 23230

Attention: Mr. William F. Gifford, Vice President and Treasurer

Ladies and Gentlemen:

Altria Group, Inc., a Virginia corporation (“ Altria ” or “ you ”), has advised J.P. Morgan Securities Inc. (“ JPM ”), JPMorgan Chase Bank, N.A. (“ JPMCB ”), Goldman Sachs Credit Partners L.P. (“ GSCP ” and, together with JPM, in their capacities as arrangers, the “ Joint Lead Arrangers ”) and Goldman Sachs Bank USA (“ GSB ” and, together with GSCP and JPMCB, in their capacities as Lenders (as defined herein), the “ Initial Lenders ”), that it intends to acquire all of the outstanding capital stock of UST Inc. (“ Target ”) pursuant to an agreement (the “ Merger Agreement ”) under which a newly created, wholly-owned subsidiary of Altria will merge into Target (the “ Acquisition ”), and has requested that the Joint Lead Arrangers agree to structure and arrange a senior 364-day bridge loan facility in an aggregate amount of US$7,000,000,000 (the “ New Bridge Facility ”) to provide a portion of the financing for the Acquisition and related transactions. You have also requested that each of JPMCB, GSCP and GSB commit to provide a portion of the New Bridge Facility, that JPMCB and GSCP consent, in their capacity as lenders under the US$4,000,000,000 364-Day Bridge Loan Agreement dated as of January 28, 2008 (the “ Existing Bridge Facility ”), among Altria and the agents and lenders parties thereto, to the amendments described in Exhibit B hereto, including the provisions relating to the extension of their commitments thereunder, and that JPMCB and William Street Commitment Corporation, an affiliate of GSCP, consent, in their capacity as lenders under the 5-Year Revolving Credit Agreement dated as of April 15, 2005 (the “ 5-Year Revolver ”), among Altria and the agents and lenders parties thereto, to the amendments described in Exhibit C hereto (collectively, the “ Amendments ”).

The Joint Lead Arrangers are pleased to advise you that they are willing to act as joint lead arrangers and bookrunners for the New Bridge Facility.

Furthermore, (a) JPMCB is pleased to advise you of its commitment to provide US$3,500,000,000 of the New Bridge Facility and consent to the Amendments, (b) GSCP is

pleased to advise you of its commitment to provide US$3,165,000,000 of the New Bridge Facility and to consent to the amendments to the Existing Bridge Facility described in Exhibit B hereto, (c) GSB is pleased to advise you of its commitment to provide US$335,000,000 of the New Bridge Facility and (d) William Street Commitment Corporation is pleased to advise you of its commitment, solely in its capacity as a lender under the 5-Year Revolver, to consent to the amendments to the 5-Year Revolver described in Exhibit C hereto, in each case, upon the terms and subject to the conditions set forth or referred to in this commitment letter (the “ Commitment Letter ”) and in the applicable Summary of Terms and Conditions attached hereto as Exhibit A, Exhibit B and Exhibit C (collectively, the “ Term Sheets ”). It is understood that the commitments of the Initial Lenders under the New Bridge Facility will be reduced as provided under “ Reduction, Cancellation or Prepayment: Mandatory Prepayment ” in Exhibit A hereto.

It is agreed that JPMCB and GSCP will act as the administrative agents, and that the Joint Lead Arrangers will act as the exclusive joint lead arrangers and bookrunners, for the New Bridge Facility, and each will, in such capacities, perform the duties and exercise the authority customarily performed and exercised by it in such roles (it being understood that JPMCB alone will perform the duties and exercise the authority customarily performed and exercised by an administrative agent). It is agreed that JPMorgan will have “left placement” in the Confidential Information Memorandum and any other marketing materials or advertisements relating to the New Bridge Facility.

We understand that you intend to refinance the New Bridge Facility with one or more offerings of your debt securities. In the event you determine that the New Bridge Facility or a portion thereof cannot or should not be refinanced or replaced by such an offering of securities and you elect to refinance or replace it with any credit or similar facilities (“ Replacement Facilities ”), you hereby agree that you will offer the Joint Lead Arrangers the opportunity to be the exclusive joint lead arrangers and bookrunners, respectively, for any such Replacement Facilities arranged by or on behalf of you or any of your subsidiaries (including Target or its subsidiaries), whether such facilities are established prior to, on or after the date on which the Acquisition is consummated (the “ Closing Date ”). You acknowledge and agree that the engagement of the Joint Lead Arrangers hereunder shall not constitute or give rise to any obligation to provide or arrange any Replacement Facility, it being agreed that any such obligation that they may hereafter undertake would be set forth in a commitment letter to be entered into by you and the Joint Lead Arrangers.

We intend to syndicate the New Bridge Facility to a group of financial institutions (the “ Lenders ”) selected as provided below. The Joint Lead Arrangers intend to commence syndication efforts promptly, and you agree actively to assist the Joint Lead Arrangers in completing a successful syndication (as defined in the Fee Letters). Such assistance shall include (a) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing lending relationships, (b) as necessary and to the extent mutually agreed upon, direct contact between appropriate senior management and advisors of Altria and the proposed lenders (and your endeavoring, without being required to initiate any enforcement action, to arrange such contact between Target’s appropriate senior management and advisors and the proposed lenders, to the extent Target is obligated under the Merger Agreement to make such senior management and advisors available to facilitate the syndication), (c) your assistance (including your endeavoring, without being required to initiate any enforcement action, to arrange for Target and its advisors to assist, to the extent Target is obligated under the Merger

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Agreement to provide such assistance to facilitate the syndication) in the preparation of Confidential Information Memoranda and other marketing materials to be used in connection with the syndication (collectively, “ Information Materials ”) and (d) the hosting, with the Joint Lead Arrangers, of one or two conference calls with prospective Lenders at times to be mutually agreed and, if each of the Joint Lead Arrangers determines and advises you that it would be advisable in order to facilitate a successful syndication, a meeting for potential Lenders. You agree to afford the Joint Lead Arrangers a period of at least 30 days from the launch of the General Syndication to syndicate the New Bridge Facility. In addition, to facilitate an orderly and successful syndication of the New Bridge Facility, you agree that, until the earlier of the completion of a successful syndication and 60 days following the date of effectiveness of the New Bridge Facility, you and your subsidiaries will not syndicate or issue, attempt to syndicate or issue or announce the syndication or issuance of any debt facility or any debt or equity-linked security of Altria or its subsidiaries (other than any such offering or placement of debt securities to refinance or replace the New Bridge Facility or the Existing Bridge Facility and any issuance of commercial paper, it being understood that nothing herein shall prevent you from borrowing under the Existing Bridge Facility or the 5-Year Revolver).

It is contemplated that following the public announcement of your agreement to acquire Target, and prior to the general syndication of the Facility (the “ General Syndication ”), the Initial Lenders may assign portions of their commitments hereunder to one or more of the financial institutions heretofore agreed upon by you and us (or any other financial institution subsequently identified by us and approved by you) (the solicitation of and assignments to such financial institutions prior to the General Syndication being referred to as the “ Initial Syndication ”, and any such financial institution to which such an assignment is made before the commencement of the General Syndication being referred to as an “ Additional Initial Lender ”), and that upon any such assignment the Initial Lenders shall be released from the portions of their commitments so assigned. It is agreed that, after giving effect to all assignments made as part of the Initial Syndication, (a) JPMCB on the one hand, and GSCP and GSB on the other, will have equal commitments in respect of the New Bridge Facility and (b) no institution will have a commitment in excess of the commitment of JPMCB or the aggregate commitments of GSCP and GSB without your consent. In connection with any such assignments, you agree, at the request of the Initial Lenders, that you will enter into appropriate documentation (including, if requested by the Initial Lenders or by you, joinder agreements under which the Additional Initial Lenders become parties to this Commitment Letter and extend commitments directly to you) containing such provisions relating to the allocation of titles, rights and responsibilities in connection with the Initial Syndication of the New Bridge Facility and compensation as the Initial Lenders shall request (but which will not, except as agreed by you, add any conditions to the availability of the New Bridge Facility or change the terms of the New Bridge Facility or the compensation payable by you in connection therewith as set forth in the Term Sheet and in the Fee Letters).

The Joint Lead Arrangers will, in consultation with you, manage all aspects of the syndication of the New Bridge Facility in accordance with the terms hereof and of the Fee Letters, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Lenders and the amount and distribution of fees among the Lenders. It is agreed that all such decisions, including decisions as to institutions to be approached, shall be made in a manner consistent with the syndication strategy agreed upon

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by you and us prior to the date hereof, except to the extent we determine, after consultation with you, that changes from such strategy are advisable to facilitate a successful syndication. To assist the Joint Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide to them such information with respect to Altria and Target, including financial information, as they may reasonably request in connection with the arrangement and syndication of the New Bridge Facility, it being understood that any financial information requested in addition to the financial information provided to the Joint Lead Arrangers prior to the date hereof shall be mutually agreed to by the Joint Lead Arrangers and you.

You hereby represent and covenant that (a) all information (other than projections, forecasts, budgets, estimates and other forward-looking statements (collectively, the “ Projections ”) and information of a general economic or industry specific nature) that has been or will be made available to the Joint Lead Arrangers or the Initial Lenders by you or any of your representatives (the “ Information ”), when taken as a whole with other Information then or heretofore made available, is or will, when furnished, be complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to us or any of the Lenders by or on behalf of you in connection with the transactions contemplated hereby have been (or, in the case of Projections prepared after the date hereof, will be) prepared in good faith based upon assumptions believed by you to be reasonable at the time of preparation thereof (it being understood that projections by their nature are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved); provided that, with respect to any Information or Projections prepared by Target, such representation and warranty is made only to your knowledge. You agree that if at any time prior to the earlier of the completion of a successful syndication and 60 days following the date of effectiveness of the New Bridge Facility the representation and warranty in the immediately preceding sentence would not be true if the Information and Projections were being furnished and such representation and warranty were being made at such time, then you will promptly supplement the Information and the Projections so that such representation or warranty would be true under those circumstances. You understand that in connection with the New Bridge Facility and the Amendments we may use and rely on the Information without independent verification thereof.

The Initial Lenders’ commitments hereunder and the Joint Lead Arrangers’ agreements to perform the services described herein are subject to (a) there not having occurred or become known to the Initial Lenders and the Joint Lead Arrangers any material adverse change in the financial condition or operations of Altria and its subsidiaries, taken as a whole (other than a material adverse change related to litigation against Altria or any of its subsidiaries) since December 31, 2007, except as disclosed in Altria’s Annual Report on Form 10-K for the year ended December 31, 2007, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008, and in any Current Report on Form 8-K filed subsequent to June 30, 2008 but prior to the date hereof, and there not having occurred any “Company Material Adverse Effect”, as defined in the Merger Agreement (but only to the extent you would have the right under the Merger Agreement not to consummate the Acquisition), (b) the negotiation, execution and delivery on or before the End Date, as defined below (or such other date as may be mutually agreed among the parties hereto), of definitive documentation with respect to the New Bridge Facility satisfactory to the Initial Lenders and their counsel, (c) the payment of fees pursuant to

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the Fee Letters and the performance by you of your other material obligations hereunder and under the Fee Letters, and (d) the other conditions set forth or referred to in the Term Sheets. This Commitment Letter may be terminated by you at any time at your option upon payment of all fees, expenses and other amounts then payable hereunder. As used herein, “End Date” shall mean the nine month anniversary of the date of the Merger Agreement or such later date (but not later than the twelve month anniversary of the date of the Merger Agreement) to which such “End Date” shall be extended in accordance with Section 8.2(a) of the Merger Agreement (Draft of 9/5/08) as heretofore furnished to us.

As consideration for the Initial Lenders’ commitments hereunder and our agreements to perform the services described herein, you agree to pay to us the fees as set forth in the fee letters dated the date hereof and delivered herewith (the “ Fee Letters ”).

You agree (a) to indemnify and hold harmless the Joint Lead Arrangers, the Initial Lenders, their respective affiliates and their respective officers, directors, employees, advisors, and agents (each, an “ indemnified person ”) from and against any and all losses, claims, damages and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter, the New Bridge Facility, the use of the proceeds thereof, the Amendments or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any indemnified person is a party thereto, and to reimburse each indemnified person upon demand for any legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct, bad faith or gross negligence of such indemnified person, and (b) to reimburse the Joint Lead Arrangers, the Initial Lenders and their respective affiliates on demand for all reasonable out-of-pocket expenses (including (x) due diligence expenses and (y) reasonable fees, charges and disbursements of a single counsel incurred in connection with the New Bridge Facility, the Amendments and any related documentation (including this Commitment Letter, the Term Sheets and the definitive financing documentation); provided that upon receipt by an indemnified person of notice of any such matter, such indemnified person shall promptly notify you with respect thereto. Notwithstanding the foregoing, your obligation to pay legal fees and expenses under clause (a) of the preceding sentence will be subject to the conditions that: (i) you shall not be responsible for the fees and expenses of more than one such separate counsel (and, where appropriate, local counsel) for all indemnified persons in any single matter; and (ii) you shall not be obligated to reimburse any indemnified person in advance of a final determination of such matter unless such indemnified person agrees in writing to remit such amounts to you in the event that it is ultimately determined in respect of such matter that the indemnified person was guilty of gross negligence, bad faith or willful misconduct. Failure by an indemnified person to provide the notice required above shall not relieve you of your responsibilities to such indemnified person hereunder except to the extent you are prejudiced by such failure. You shall have no liability for any settlement effected without your written consent. The parties hereto agree that information and materials may be distributed or sent through electronic means (including IntraLinks) and that the use of such means is expressly authorized hereby and that no party hereto shall be responsible for the misuse of any such information or other materials by unauthorized recipients thereof. In addition, no party hereto shall be liable for any special, indirect, consequential or punitive damages in connection with the New Bridge Facility or the Amendments.

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You acknowledge that the Joint Lead Arrangers, the Initial Lenders and their affiliates (the terms “Joint Lead Arrangers” and “Initial Lenders” as used below in this paragraph being understood to include such affiliates) may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or Target may have conflicting interests. Neither the Joint Lead Arrangers nor the Initial Lenders will use confidential information obtained from you by virtue of the transactions contemplated hereby or their other relationships with you in connection with the performance by them of services for other companies, and neither the Joint Lead Arrangers nor the Initial Lenders will furnish any such information to other companies. You also acknowledge that neither the Joint Lead Arrangers nor the Initial Lenders have any obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies. Each Joint Lead Arranger and Initial Lender acknowledges and agrees that it will comply with the confidentiality agreement attached hereto as Schedule 1 .

This Commitment Letter shall not be assignable by you without the prior written consent of the Joint Lead Arrangers and the Initial Lenders (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, or be enforceable by or at the request of, any person other than the parties hereto and the indemnified persons. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you, the Joint Lead Arrangers and the Initial Lenders. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letters are the only agreements that have been entered into among us with respect to the New Bridge Facility and the Amendments and set forth the entire understanding of the parties with respect thereto. This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Any legal action or proceeding arising out of or related to this Commitment Letter or the Fee Letters may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and by execution and delivery of this Commitment Letter, the parties hereto hereby consent to the non-exclusive jurisdiction of the aforesaid courts. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTERS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

This Commitment Letter is delivered to you on the understanding that none of this Commitment Letter, the Term Sheet, the Fee Letters or any of their terms or substance shall be disclosed, directly or indirectly, to any other person, except that (a) this Commitment Letter, the Term Sheet, the Fee Letters and their terms and substance may be disclosed (i) to your affiliates, directors, officers, employees, agents, auditors, attorneys and other advisors and representatives who are directly involved in the consideration of this matter or (ii) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly thereof), (b) following your acceptance of this Commitment Letter and of the Fee Letters, this Commitment Letter, the Term Sheet and the terms and substance hereof and thereof (but not the Fee Letters or the terms or substance thereof) may be disclosed to Target or

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in one or more filings with the Securities and Exchange Commission and (c) in connection with the Initial Syndication, the fees to be paid to the Additional Initial Lenders may be disclosed to potential Additional Initial Lenders, and in connection with the General Syndication, the fees to be paid to Lenders assuming commitments in the Gene