NON-COMPETITION AND RELEASE AGREEMENT

EXHIBIT 10.1

NON-COMPETITION AND RELEASE AGREEMENT

          This Non-Competition and Release Agreement (the “Agreement”) by and between UST Inc., a Delaware corporation (“UST” or the “Company”), and Robert T. D’Alessandro (the “Executive”), is entered into effective as of April 6, 2007, (the “Effective Date”).

          WHEREAS, the Executive has been employed by the Company as its Senior Vice President and Chief Financial Officer; and

          WHEREAS, the Executive and the Company are parties to an Employment Agreement entered into as of June 23, 2006 (the “Employment Agreement”); and

          WHEREAS, appropriate notice pursuant to Section 3(f) of the Employment Agreement has been provided, dated March 14, 2007; and

          WHEREAS, the parties wish to enter into this Agreement to set forth their mutual agreement as to the rights and obligations of the parties in connection with the Executive’s separation from the Company, as contemplated by, among others, Sections 3(h), 4(b) and 6 of the Employment Agreement, as modified by this Agreement; and

          NOW, THEREFORE, the Company and the Executive hereby agree as follows:

          1. Capitalized Terms .

          Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Employment Agreement.

          2. Release of Claims .

          (a) In consideration of the compensation and benefits to be provided hereunder, the Executive agrees and covenants that he will not seek or be entitled to any recovery against the Company, its parents, subsidiaries and affiliates, together with their respective past and present officers, directors, employees, stockholders, agents or representatives (“the Releasees”) for any cause or reason related to or arising from his employment with the Company or the termination thereof (including, without limitation, seeking any recovery against the Releasees in any forum, including without limitation any court, administrative agency or otherwise), other than a failure or refusal of the Company to pay the Executive the benefits to be provided pursuant to this Agreement and the benefits to which he is entitled pursuant to the terms of one or more of the Company’s employee benefit and equity plans in which he has a vested interest as of the date of this Agreement. This paragraph shall not preclude the Executive from filing an

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administrative charge of discrimination, provided the Executive does not seek any relief for himself in connection with such proceeding.

          (b) In further consideration of the compensation and benefits to be provided hereunder, the Executive voluntarily, knowingly and willingly releases and forever discharges UST, its parents, subsidiaries and affiliates, together with their respective past and present employees, officers, directors, stockholders, executives and agents, and each of their predecessors, successors and assigns (collectively, the “Releasees”), from any and all charges, complaints, claims, promises, agreements, controversies, causes of action and demands of any nature whatsoever which against them the Executive 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 Executive signs this Agreement including, but not limited to, any rights or claims relating in any way to the Executive’s employment relationship with UST, or the termination thereof, or under any statute, including but not limited to the federal Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Connecticut Human Rights and Opportunities Law or any other federal, state or local laws, regulations or judicial decisions, except that the foregoing shall not preclude the Executive from pursuing his rights, nor shall it release any of the Releasees from any obligations, under this Agreement or under any indemnification arrangements to which the Executive may be entitled.

          3. Employment Agreement .

          Effective as of the Effective Date, the Employment Agreement shall terminate and shall thereafter be of no force and effect, except that Sections 3(h), 7 and 8 of the Employment Agreement (which are incorporated herein by reference) shall survive such termination and shall remain in full force and effect in accordance with their terms. The Executive hereby reaffirms his obligations under said sections and acknowledges that they shall be construed under and governed by the laws of the State of Connecticut in accordance with the governing law provisions set forth in Paragraph 14, below.

          4. Compensation and Benefits .

          Subject to the Executive’s compliance with the provisions of this Agreement, including those incorporated herein by reference, and provided the Executive does not revoke his acceptance of this Agreement within the time provided for such revocation, then the Executive shall be entitled to receive from the Company the payments and benefits set forth in Section 4(b)(i)-(vii) of the Employment Agreement as more fully described in Appendix A hereto, along with other payments and benefits also described in Appendix A hereto. The Executive expressly and irrevocably agrees that the compensation and benefits set forth in Appendix A hereto fully reflect the Executive’s rights under the Employment Agreement, as modified by this Agreement, and the employee benefits plans referred to in Appendix A.

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          5. Mutual Non-disparagement.

          (a) The Executive shall not make, participate in the making of, or encourage any other person to make any statements, written or oral, which criticize, disparage or defame the goodwill or reputation of the Company, any of its subsidiaries or affiliates or any of their respective past or present directors, officers, executives or employees.

          (b) Likewise, neither the Company’s executive officers, nor the executive officers of its subsidiaries and affiliates, shall make, participate in the making of, or encourage any other person to make any statements which disparage or defame the reputation of the Executive.

          (c) Notwithstanding the foregoing, nothing in this Section 5 shall prohibit any person from making truthful statements when required by order of a court or other body having jurisdiction, or as otherwise may be required by law or legal process. In such and only event, the other party may respond to such truthful statements.

          6. Cooperation .

          The Executive further agrees that he shall not voluntarily testify in any proceeding before any court, tribunal, administrative agency or panel regarding anything having to do with the Company. Moreover, in the event that the Executive is subpoenaed to provide such testimony, he will immediately notify a managerial representative of either the Company’s Legal Department or its Chief Executive Officer of the issuance of such subpoena. The Executive further agrees that he will reasonably cooperate with the Company in all respects in connection with any and all litigation or proceedings commenced in which the Executive is involved by virtue of his prior employment with the Company; any transaction or matter that involved or involves or may involve facts or circumstances with which the Executive was involved or acquainted as a director, officer, employee or advisor of the Company or any of its affiliates; or as to which the Executive has or could reasonably be expected to have knowledge gained during his employment with the Company.

          7. Non-Competition .

          (a) In consideration of the benefits provided hereunder, which benefits (including the Company’s agreement to deem the Executive as having satisfied certain prerequisites for purposes of certain of such benefits) the Executive acknowledges he would not be entitled to receive but for the Company’s grant of the same in consideration of the following covenant not to compete, the Executive hereby covenants and agrees that, effective as of the Effective Date, and for a period of two (2) years thereafter, he:

     (i) shall not either directly or indirectly engage or participate in any business or industry which is then in direct or

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     indirect competition with any businesses in which the Company participates wherever located in the world; and

     (ii) shall not knowingly solicit, request, advise or induce any agent, client, supplier or other business contact of the Company to cancel, curtail or otherwise adversely change its relationship with the Company.

          (b) For purposes of this covenant not to compete, the phrase “directly or indirectly engage or participate in” shall include: (a) being employed by, associated with, providing professional services for or consulting with or on behalf of any company, corporation, joint venture, limited liability company, business, sole proprietorship, partnership, association, organization or individual(s) (hereinafter “Competitors”), directly or indirectly involved in, actually contemplating involvement in, conducting business in or operating in the tobacco industry, smokeless or otherwise, or the wines/distilled spirits industry and, (b) any direct or indirect ownership, holding, acquisition or profit participation interest in any Competitors, whether as an owner, stockholder, partner, joint venturer or otherwise. Notwithstanding the foregoing, the Executive’s mere ownership of up to five percent (5%) of the outstanding securities in any Competitors shall not be construed as a violation of this covenant not to compete.

          (c) The Executive acknowledges and agrees that the duration and scope provisions of this covenant not to compete are drafted expressly in acknowledgement of the nature, type, and geographical scope of the business(es) of the Company, and in recognition of the Executive’s prior status, title, responsibilities and high level of access to a variety of proprietary and otherwise highly classified, confidential and sensitive information of the Company, and of its operations, processes, financial status, officers, directors, employees, contractors, methods of doing business, strategies, business plans and the like. The Executive further acknowledges and agrees that the restrictions contained in this Paragraph 7 are necessary for the protection of the business and goodwill of the Company and are considered by the Executive to be reasonable for this purpose.

          (d) The Executive agrees that any breach of this Paragraph 7 will cause the Company substantial and irrevocable damage and, therefore, in the event of any such breach, in addition to such other remedies which may be available, the Company will have the right to seek specific performance and injunctive relief, attorney’s fees, costs and disbursements to enforce its rights hereunder.

          (e) The Executive further acknowledges that the provisions relating to the covenant not to compete shall be construed under and governed by the laws of the State of Connecticut in accordance wi