UST INC. 2005 LONG-TERM INCENTIVE PLAN NOTICE OF GRANT OF RESTRICTED STOCK

Exhibit 10.2

UST INC.
2005 LONG-TERM INCENTIVE PLAN
NOTICE OF GRANT OF RESTRICTED STOCK

     This Notice is to certify that the Participant named below has been granted the number of shares of Restricted Stock set forth below under the UST Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the terms and conditions set forth in this Notice and attached Restricted Stock Agreement (the “Agreement”). This Notice is subject to and incorporates by reference the terms and conditions of the Agreement. Please refer to the Agreement and the Plan document for an explanation of the terms and conditions of this grant and a full description of your rights and obligations. If the Agreement is not signed and returned to the Company, on or before the date on which the Restricted Stock vests, the Restricted Stock granted hereunder shall be forfeited. Please sign and date the Agreement and return it promptly in the enclosed envelope.

Name of Participant:		Silcock, Raymond P.
Number of Shares of Restricted Stock: that will vest if EPS targets for each of 2008, 2009 and 2010 are achieved (“Target Award”)		[  ]
Grant Date:		August 6, 2007
Vesting Schedule:		The number of shares that will vest on January 31, 2011 (the “Vesting Date”) will depend on the attainment of pre-established EPS targets for each of 2008, 2009 and 2010. The percentages of the Target Award that will vest on January 31, 2011 will be determined at the beginning of 2009, 2010 and 2011 respectively based on achievement of pre-established EPS targets for each of 2008, 2009 and 2010 according to the following schedule:

		% of Target								% of Target								% of Target
		Award Earned								Award Earned								Award Earned
% of 2008		with respect to				% of 2009				with respect to				% of 2010				with respect to
EPS Target		2008				EPS Target				2009				EPS Target				2010
below 75%			0.00	%		below 75%					0.00	%		below 75%					0.00	%
75.0%			22.20	%			75.0	%			22.20	%			75.0	%			22.26	%
77.5%			23.31	%			77.5	%			23.31	%			77.5	%			23.38	%
85.0%			26.64	%			85.0	%			26.64	%			85.0	%			26.72	%
92.5%			29.97	%			92.5	%			29.97	%			92.5	%			30.06	%
100.0%			33.30	%			100.0	%			33.30	%			100.0	%			33.40	%
107.5%			36.63	%			107.5	%			36.63	%			107.5	%			36.74	%
115.0%			39.96	%			115.0	%			39.96	%			115.0	%			40.08	%

		The percentage earned with respect to each year shall be interpolated based on results in accordance with the above vesting schedule. To the extent that the number of shares earned pursuant to the above vesting schedule exceed the Target Award as of the vesting date, an award of the number of unrestricted shares of Common Stock equal to such excess shall be made to you on the vesting date.
Additional Terms:		See the Restricted Stock Agreement.

UST INC.
2005 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT

          RESTRICTED STOCK AGREEMENT, made as of the date set forth on the Notice of Grant of Restricted Stock , by and between UST Inc., a Delaware corporation (the “Company”), pursuant to the 2005 Long-Term Incentive Plan (the “Plan”) and the employee of the Company or a Subsidiary named on the Notice of Grant of Restricted Stock (the “Employee”);

          WHEREAS, the Company desires, by affording the Employee the opportunity to acquire or enlarge the Employee’s ownership of shares of the Company’s common stock, $.50 par value (“Common Stock”), and providing the Employee with a direct proprietary interest in the Company’s success, to carry out the purpose of the Plan; and

          WHEREAS, the Committee administering the Plan has granted (as of the effective date of grant specified in the Notice of Grant of Restricted Stock ) to the Employee the shares of Restricted Stock as set forth in the Notice of Grant of Restricted Stock which is incorporated herein by reference.

          NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto have agreed and do hereby agree as follows:

1.

Grant of Award . Pursuant to Section 7 of the Plan, the Company grants to the Employee, subject to the terms and conditions of the Plan and subject further to the terms and conditions set forth herein and in the Notice of Grant of Restricted Stock , the number of shares of Restricted Stock as shown on the Notice of Grant of Restricted Stock . The Participant’s grant and record of Restricted Stock share ownership shall be kept on the books of the Company until the restrictions on transfer have lapsed. At the Employee’s request, vested shares may be evidenced by stock certificates.

2.

Vesting . The shares of Restricted Stock granted to the Employee shall vest in accordance with the performance criteria and vesting schedule set forth in the Notice of Grant of Restricted Stock . Such vesting schedule indicates the performance criteria used to determine the number of shares which shall vest and the date upon which the Employee shall be entitled to receive shares of freely transferable Common Stock equal to the number of vested shares of Restricted Stock as determined pursuant to the Notice of Grant of Restricted Stock , provided that, as of the vesting date, the Employee has not incurred a termination of service with the Company and all Subsidiaries (collectively, the Company and its Subsidiaries shall be referred to herein as the “Company”). There shall be no proportionate or partial vesting in the periods between the vesting date(s), if any, specified in the Notice of Grant of Restricted Stock and all vesting shall occur only on such vesting date(s), except as set forth in Sections 7 and 8 below.

     Other than as set forth in Sections 7 and 8 below and as provided in the Plan, no vesting shall occur after the termination of an Employee’s employment or service with the Company for any reason.

3.

Rights as a Stockholder . The Employee shall have all of the rights of a stockholder with respect to the number of shares of Restricted Stock designated as the Target Award in the Notice of Grant of Restricted Stock , including the right to vote on all matters with respect to which the stockholders of the Company have the right to vote and the right to receive dividends thereon. Dividends shall be paid on the Employee’s shares of Restricted Stock at the same time as they are paid to shareholders generally.

4.

Restrictions on Transfer . Shares of Restricted Stock may not be transferred or otherwise disposed of by the Employee, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, except as permitted by the Committee, or by will or the laws of descent and distribution.

5.

Approvals . The delivery of any shares of Common Stock hereunder is subject to approval of any government agency which may, in the opinion of counsel, be required in connection with the authorization, issuance or sale of Common Stock. No Common Stock shall be issued upon the lapse of restrictions relating to the shares of Restricted Stock prior to compliance with such requirements and with the Company’s listing agreement with the New York Stock Exchange (or other national exchange upon which the Company’s shares may then be listed).

6.

Invalid Transfers . No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the shares of Restricted Stock by any holder thereof in violation of the provisions of this Restricted Stock Agreement shall be valid, and the Company will not transfer any of said shares of Restricted Stock on its books nor will any of said shares of Restricted Stock be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.

7.

Change in Control . Subject to the provisions of the next sentence of this Section 7, upon the occurrence of a Change in Control, the shares of Restricted Stock shall no longer be subject to the performance criteria described in the Notice of Grant of Restricted Stock for years with respect to which performance has not yet been determined, and the number of shares of Restricted Stock corresponding to such performance period shall be deemed to have been earned at target as of the vesting date set forth in the Notice of Grant of Restricted Stock, provided , however , that if the Employee’s employment is terminated by the Company without Cause or by the Employee for “Good Reason” (as such term is defined in the employment agreement, severance agreement or Change in Control agreement entered into between the Company and the Employee) following the Change in Control, the

restrictions that apply to any shares of Restricted Stock which have not yet vested, or with respect to which the restrictions have not lapsed, shall immediately lapse as of the date of such termination. Notwithstanding the foregoing, upon a Change in Control in which the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) or other Change in Control described in clause (iii) or (iv) of the definition of a “Change in Control” set forth in the Plan, the shares of Restricted Stock shall be immediately vested in full, regardless of whether the performance criteria set forth in the Notice of Grant of Restricted Stock have been attained, and shall be treated in accordance with the provisions of Section 11(c) of the Plan. For all purposes of this Section