EXHIBIT 10(l)

                 FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT


     This First  Amended and  Restated  Employment  Agreement  (hereafter,  this
"Employment  Agreement")  made and entered  into as of the 21st day of November,
1995 by and between UST Corp. ("UST"), a bank holding company with its principal
place of business in Boston, Massachusetts,  and Neal F. Finnegan, a resident of
Cohasset,  Massachusetts,  (the "Employee"), amending in part and restating that
certain  Employment  Agreement  between the parties  dated as of the 20th day of
April,  1993,  as amended on July 13, 1993 and February 15, 1994 (the  "Original
Agreement").

                                  WITNESSETH:

     WHEREAS, the parties entered in the Original Agreement as of April 20, 1993
in  connection  with the  employment  of the  Employee  as  President  and Chief
Executive Officer of UST and thereafter  amended the Original  Agreement on July
13, 1993 and February 15, 1994 and wish to further amend the Original  Agreement
hereby;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained herein, the parties hereto do hereby agree as follows:


<PAGE>

I.   Employment:

     UST hereby employs the Employee as President,  Chief Executive  Officer and
as a Director of UST and as a Director of UST's  subsidiary  banks,  USTrust and
United  States  Trust  Company.  The  Employee may also at the pleasure of UST's
Board of Directors  be  appointed  or elected  from time to time,  to serve as a
member of committees  of the Board of Directors of UST and/or its  subsidiaries.
The  Employee   hereby  agrees  to  accept  such   positions  upon  election  or
appointment.  In addition, if elected or appointed,  the Employee may also serve
as an officer or Director  of any other  affiliate  of UST,  if such  service is
deemed  appropriate  by the UST  Board of  Directors.  All such  activities  and
services  shall  be  rendered  by the  Employee  in good  faith  and in a manner
consistent with banking industry standards.

II.  Compensation:

     Effective as of January 1, 1996,  the Employee  shall be paid a base salary
at the rate of not less than $360,000 per annum during the term hereof,  payable
on the first and third  Fridays of each month (or upon such  other  schedule  as
executive  UST Officers are then paid).  Increases,  if any,  over and above the
annual base salary set forth herein shall be determined annually by the Board of
Directors of UST.

     The Employee  shall be eligible to be considered  for an annual bonus of up
to a maximum  of fifty  percent  (50%) of his annual  base  salary for each full
calendar  year  during the term  hereof.  The  determination  of  whether  bonus
compensation  will be granted  and, if so, the amount of any such bonus shall be
determined  by the  Board of  Directors  of UST in its  discretion  based on its
assessment of the Employee's performance during the applicable calendar year and
taking into consideration the Employee's total  compensation  (including but not
limited to the value of Restricted Stock, as hereafter defined,  granted him) in
comparison with that of other chief executive officers in businesses  comparable
to UST. The Employee


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<PAGE>

shall not be  eligible  to  participate  in any other  bonus  plan,  program  or
arrangement of UST during the term hereof unless  expressly so authorized by the
Board of Directors of UST.

     In  addition,  the  Employee  shall  receive an allowance of $790 per month
which he shall use to  defray  the costs of the  business  use of an  automobile
owned by the  Employee.  The  Employee's  annual  dues and  reasonable  business
expenses related to UST's business at the Bay Club and the Union Club shall also
be reimbursed by UST.  Except as otherwise  provided  herein,  the Employee also
shall be entitled to such fringe benefits, including without limitation benefits
under UST's Supplemental Retirement Benefits Plan(s), and paid vacation time, as
UST may provide to other executive UST officers.

     Pursuant to the Original Agreement, the Employee was granted by UST's Board
of Directors,  stock options under UST's Stock  Compensation  Plan as amended by
UST from time to time (the  "Plan"),  enabling the Employee to purchase up to an
aggregate of 150,000 shares (subject to anti-dilution  provisions) of UST Common
Stock.  All such  options  have  vested as of the  effective  date  hereof.  The
Employee was granted additional options to purchase 200,000 shares of UST Common
Stock under the Plan thereafter, which options have also vested.

     Pursuant to the Original Agreement,  the Employee was granted 60,000 shares
of UST  Restricted  Common Stock  ("Restricted  Stock")  under the Plan,  40,000
shares of which have vested as of the  effective  date hereof and the  remaining
20,000  shares of which shall vest on April 20,  1996,  in  accordance  with the
Plan.

     As of  the  effective  date  hereof,  the  Employee  has  been  granted  an
additional  45,000 shares of Restricted Stock under the Plan, one third of which
shares  shall vest on each of January  2, 1997,  January 2, 1998 and  January 4,
1999, in accordance with the Plan.

                                                                             -3-
<PAGE>

     In addition to the options granted the Employee,  as described  above,  the
Employee has been granted by UST's Board of Directors,  as of the effective date
hereof,  stock options under the Plan, having the terms described herein,  which
will enable the Employee to purchase up to an  aggregate  of 150,000  additional
shares of UST Common  Stock at the fair market  value of UST Common Stock at the
close of trading on November 21, 1995,  as reported by the Wall Street  Journal,
i.e., at 13 7/16 (the "Exercise Price").  The options shall vest as follows: (i)
one third of the shares on January  2,  1996;  (ii) one third on the  earlier of
January  2, 1997 or the first  trading  day on which  the  closing  price of UST
Common Stock shall have equaled or exceeded for ten consecutive trading days the
Exercise  Price  plus  Three  Dollars  ($3.00);  and (iii) the last third on the
earlier of January 2, 1998 or the first  trading day on which the closing  price
of UST Common Stock shall have equaled or exceeded for ten  consecutive  trading
days the Exercise Price plus Six Dollars ($6.00).

     All stock  options  granted  the  Employee  hereunder  shall be  treated as
incentive stock options to the extent permitted by applicable law.

     The  Employee  shall  not  receive  any   Directors'   fees  or  Directors'
compensation for attendance at UST or UST subsidiary Directors' meetings.

III. Term:

     Unless earlier  terminated by the death or  "Disability" of the Employee as
defined  in  Section  V  hereof  or as  otherwise  provided  in this  Employment
Agreement, the Employee is engaged for a period commencing on the effective date
hereof  and ending on January  4,  1999,  which term shall  automatically  renew
thereafter  for  successive  terms of one year each  unless  either  party gives
notice to the other at least  sixty  (60) days  prior to the  expiration  of the
original or any renewal term that this Employment Agreement shall not renew.



                                                                             -4-
<PAGE>

     UST shall have the right to terminate this Employment  Agreement for Cause,
meaning   dishonesty   which   materially  and  adversely   affects  UST,  gross
malfeasance,  gross  misconduct or the Employee's  conviction of a felony or his
willful violation of any provision of federal or state banking or securities law
or his  willful  failure  to  perform  his  obligations  under  this  Employment
Agreement.  Except in the case of dishonesty,  UST agrees to give written notice
of at least ten (10) business days as to the  particulars  which are asserted to
be the basis for termination and an opportunity extending not more than ten (10)
business days to cure such event in a manner which  reasonably  assures UST that
such event will not recur.  Should the  Employee  be  terminated  for any of the
reasons  set  forth  in this  Section  III,  he  shall  be paid  salary,  earned
additional  compensation,  awarded bonuses and other fringe benefits through the
date of termination,  but shall forfeit his rights to any unvested compensation,
benefits,  securities or other consideration under this Employment  Agreement as
of the date of such termination.

     The Employee  shall have the right to terminate this  Employment  Agreement
for Good  Reason,  meaning (i) failure of UST to  continue  the  Employee in his
position as President and Chief Executive Officer;  (ii) material  diminution in
the nature or scope of the  Employee's  responsibilities,  duties or  authority;
(iii)  material  failure of UST to provide the Employee base salary and benefits
in accordance with the terms of Section II hereof,  other than an  insubstantial
failure  not  occurring  in bad  faith and which is  remedied  by UST  within 10
business  days of  receipt  of notice  from the  Employee;  or (iv) a  permanent
transfer of the Employee to a work site more than twenty-five miles distant from
his work site on the effective date hereof.




                                                                             -5-
<PAGE>

IV.  Scope of Service:

     Employee shall devote his full time and effort to the faithful  performance
of his  duties  hereunder  and  shall  be  engaged  in no  outside  business  or
employment during the course of his employment hereunder.  It is agreed that the
provisions  of this  Section will not be deemed to be violated by the holding of
directorships or related positions in charitable,  educational or not-for-profit
organizations which do not involve continuous or substantial time commitments or
such other  directorships  as the Board of Directors  of UST may approve,  or by
passive personal real estate or other personal  investment  activities which the
Employee is able to monitor outside of his normal working hours.

V.   Disability:

     In the  event the  Employee  shall be unable to  perform  his  regular  and
customary duties by reason of physical or mental ailment or other disability for
a  period  of six  consecutive  months  or less (a  "Disability"),  he  shall be
entitled to receive regular  compensation  during that period. In the event said
illness  or  other  disability  shall  continue  for a  period  longer  than six
consecutive  months,  UST's  obligations  under this Employment  Agreement shall
terminate  and his  compensation  thereafter  shall be  limited  to the  amounts
received from insurance payments provided by UST.


                                                                             -6-
<PAGE>

VI.  Non-competition:

     In the event the Employee  shall leave his  employment  without Good Reason
during the term hereof or shall be discharged  during the term hereof for one or
more of the causes set forth in Section III,  the  Employee  agrees that he will
not enter into the  employment of any other  financial  institution or entity in
Eastern Massachusetts or the Bridgeport,  Connecticut banking market (as defined
by the Federal Reserve Bank of Boston) having assets in excess of $1 billion for
a period equal to the balance of the term provided for herein or for a period of
six months,  whichever is greater. The Employee further agrees that for a period
of two years following such termination of his employment hereunder, he will not
directly or  indirectly,  for his own account or for the account of others,  (i)
solicit the  business of persons  whom he knows to be customers of UST or any of
its  subsidiaries  or  affiliates  with regard to the  provision  of any type of
financial  service  provided  by UST or any of its  subsidiaries,  or (ii) after
notice  from UST that any person or persons is or are a  customer,  commence  or
continue the  solicitation of such business from such person or (iii) solicit or
hire executive  personnel of UST or any of its  subsidiaries  for the benefit of
any entity  controlled  by the  Employee or by which the Employee is employed or
from which the Employee receives any form of fee or compensation.

                                                                             -7-
<PAGE>

VII. Confidential Information:

     The Employee  recognizes and acknowledges  that there may be made available
to him in the course of his employment hereunder confidential  information of or
relating  to  UST  and  its  subsidiaries  and  affiliates,  including,  without
limitation,  client  and  customer  lists,  acquisition,  expansion,  and  other
strategic plans  (collectively  the  "Confidential  Information").  The Employee
hereby acknowledges that the Confidential Information, as it may exist from time
to time, is a valuable,  special and unique asset of the business of UST and its
subsidiaries  and  affiliates.  Except as may be required by law,  the  Employee
shall not, during or after the term of his employment hereunder, make any use of
Confidential Information or disclose any Confidential Information to any person,
firm,  corporation,  association  or other  entity  for any  reason  or  purpose
whatsoever,  other than in connection with the normal  performance of his duties
hereunder.

     UST or any of its  subsidiaries  or affiliates  shall be entitled to obtain
injunctive  relief,  restraining  the  Employee  from  disclosing  or using  any
Confidential  Information in violation of this Section VII or from any violation
of Section VI hereof,  and to recover any and all costs and expenses incurred in
enforcing this Employment Agreement, in addition to any other relief provided by
applicable law. The Employee acknowledges that the nature of the business of UST
and the value of the Confidential  Information  render  inadequate any remedy at
law which may be obtained by UST or any of its  subsidiaries or affiliates for a
breach by the Employee of Section VI hereof or this Section VII and the Employee
therefore  hereby agrees that UST or any of its  subsidiaries  or affiliates may
seek such equitable remedies.

VIII.Change of Control:

     In the event that during the term of this Employment  Agreement there shall
have occurred a "Change of Control" (as defined in Section 8 of the Plan) in the
ownership of UST,


                                                                             -8-
<PAGE>

the person(s),  corporation(s)  or other entity or entities so acquiring control
of UST shall assume UST's obligations under this Employment Agreement.

     A. Elective Termination:

     In addition,  upon such a Change of Control, the Employee shall be entitled
to  terminate  this  Employment  Agreement  by a  written  notice  to UST or its
successor,  and in such event (in addition to whatever entitlements the Employee
shall then have under this  Employment  Agreement  for any  benefits  other than
salary,  additional compensation or bonus not yet earned), the Employee shall be
entitled  to  receive a cash  severance  payment  equal to 2.99  times the "base
amount" as defined in Section  280G(b)(3) of the Internal  Revenue Code of 1986,
as amended,  but excluding his W-2 earnings resulting from the exercise of stock
options, payable in one lump sum on the date of termination.

     B. Involuntary Termination:

     In addition, in the event that, subsequent to such a Change of Control, UST
or its successor terminates the Employee's employment (other than for the causes
specified in Section III hereof),  UST or its successor  otherwise breaches this
Employment  Agreement,  or the successor to UST does not expressly  assume UST's
obligations under this Employment Agreement, then the Employee shall be entitled
to  receive a  severance  payment  as set forth in  Section  VIII.  A. above (in
addition to whatever other  entitlements the Employee shall then have under this
Employment Agreement for any benefits other than salary, additional compensation
or bonus not yet earned).  For these  purposes,  any  diminution  in the rights,
benefits or entitlements of the Employee or positions or authorities occupied by
the Employee prior to the Change of Control shall be conclusively deemed to be a
breach of this Employment Agreement.

     C. Elective or Involuntary Termination:

                                                                             -9-
<PAGE>

     Upon a "Change of  Control,"  as defined  in the Plan,  the  vesting of any
Restricted  Stock or stock  options to purchase UST Common Stock  granted to the
Employee and not yet  exercised,  expired,  surrendered  or canceled shall be in
accordance with the Plan.

     If, in connection  with a Change of Control,  any other  employees who hold
stock  options  under the Plan or UST  Restricted  Common  Stock will have their
options  or  Restricted  Stock or both  cashed  out,  whether  under the Plan or
otherwise,  the Employee shall have the right to have all or any of such options
or  Restricted  Stock or both  cashed out on the same basis and at the same time
the options and Restricted Stock of such other employees are cashed out.

     D. Reductions.  Notwithstanding  anything to the contrary contained in this
Employment  Agreement,  the payments and benefits to which the Employee would be
entitled  pursuant to this  Section VIII or otherwise as a result of a Change of
Control  shall be reduced (i) by any  severance  pay or  comparable  payments to
which  the  Employee  is  entitled  under  applicable  law  as a  result  of the
termination  of his/her  employment and (ii) to the maximum amount for which UST
will not be limited in its  deduction  pursuant to Section  280G of the Internal
Revenue Code of 1986, as amended,  or any successor provision or pursuant to any
other  provision of applicable  law. Any such reduction  shall be applied to the
amounts  due to the  Employee  in such  manner as the  Employee  may  reasonably
specify within thirty (30) days  following  notice from UST of the need for such
reduction or, if the Employee fails to so specify timely, as determined by UST.

IX.  Indemnification Undertakings:

     UST shall, and UST shall use its best efforts to cause its subsidiaries and
affiliates to, indemnify the Employee to the maximum extent permitted by law and
regulation  in  connection  with any  liability,  expense  or  damage  which the
Employee incurs or to which the Employee is


                                                                            -10-
<PAGE>

exposed as a result of the Employee's  employment and positions with UST and its
subsidiaries  and  affiliates  as  contemplated  by this  Employment  Agreement,
provided that the Employee shall not be  indemnified  with respect to any matter
as to which he shall have been  adjudicated  in any proceeding not to have acted
in good faith in the reasonable  belief that his action was in the best interest
of UST and its  subsidiaries  and  affiliates.  UST, on behalf of itself and its
subsidiaries  and affiliates,  hereby confirms that the occupancy of all offices
and  positions  which in the future are or were occupied or held by the Employee
have been so  occupied  or held at the request of and for the benefit of UST and
its  subsidiaries  and affiliates for purposes of the Employee's  entitlement to
indemnification  under  applicable  provisions  of the  respective  articles  of
organizations  and/or  by-laws  or  other  similar  documents  of  UST  and  its
subsidiaries and affiliates.

X.   Notices:

     All notices required under this Employment Agreement shall be sufficient if
made in writing,  by certified or registered mail, return receipt requested,  or
by hand  delivery  provided  that any party may change such address by providing
notice thereof:
                  If to the Employee:

                  Neal F. Finnegan
                  87 Atlantic Avenue
                  Cohasset, Massachusetts 02025

                  with a copy to

                  Neal J. Curtin, Esq.
                  Bingham, Dana & Gould
                  150 Federal Street
                  Boston, Massachusetts  02110

                  If to UST Corp.:

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<PAGE>

                  Attention:  Linda Lerner, Senior Vice President
                  40 Court Street
                  Boston, Massachusetts  02108

                  with a copy to

                  Eric R. Fischer, Esq.
                  40 Court Street
                  Boston, Massachusetts  02108

XI.  Withholding:

     All payments made by UST under this  Employment  Agreement shall be reduced
by any tax or other amounts required to be withheld by UST under applicable law.

XII. Amendments and Waivers:

     This Employment  Agreement represents the exclusive statement of the entire
agreement  between the parties  concerning the subject matter hereof;  provided,
however,  that this  Employment  Agreement  shall not terminate or supersede any
additional  obligations  of the Employee  pursuant to any other  agreement  with
respect  to the  Confidential  Information  or the like or with  respect  to any
restrictions  on the  activities  of the Employee or the like or with respect to
the securities of UST. This Employment Agreement may not be amended, modified or
revoked  in whole or in part  except by written  agreement  of the  parties.  No
waiver of any  provision  hereof shall be  effective  unless made in writing and
signed by the  waiving  party.  The  failure  of  either  party to  require  the
performance  of any term or  obligation  of this  Employment  Agreement,  or the
waiver by either  party of any breach of this  Employment  Agreement,  shall not
prevent any  subsequent  enforcement  of such term or  obligation or be deemed a
waiver of any subsequent breach.

XIII. Governing Law:

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<PAGE>

     This  Employment  Agreement  shall be governed,  construed  and enforced in
accordance with the laws of the Commonwealth of Massachusetts, without regard to
the conflict of laws principles thereof.

XIV. Severability:

     In the event  that any  provision  of  Section  VI or VII  hereof  shall be
determined by any court of competent  jurisdiction to be unenforceable by reason
of its being extended over too great a time, too large a geographic  area or too
great a range of activities,  such  provision  shall be deemed to be modified to
permit its enforcement to the maximum extent permitted by law.

     In the event that any part of this Employment Agreement shall be held to be
illegal  or  null  and  void  by  any  court  of  competent  jurisdiction,  such
determination shall not affect the enforceability, validity or binding nature of
the remaining parts of this  Employment  Agreement and they shall remain in full
force and effect.

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<PAGE>

XV.  Non-Assignment:

     Neither the Employee  nor UST may make any  assignment  of this  Employment
Agreement or any interest herein, by operation of law or otherwise,  without the
prior written consent of the other;  provided,  however, that UST may assign its
rights and obligations  under this Employment  Agreement  without the consent of
the Employee to any person(s),  corporation(s)  or other entity or entities with
which UST shall hereafter affect a  reorganization,  consolidate  with, or merge
into or to which UST shall hereafter  transfer all or  substantially  all of its
properties or assets if in so doing UST assigns the entire Employment  Agreement
and all rights and obligations of the Employee and UST thereunder.

XVI. Binding Nature:

     This Employment Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, executors,  administrators, legal
representatives, successors and permitted assigns.

XVII. No Conflicting Agreement:

     The  Employee  hereby  represents  and  warrants to UST that he is under no
contract,  agreement or  obligation  which (i)  prohibits him from entering into
this  Employment  Agreement,  (ii) conflicts  with the terms of this  Employment
Agreement  or  (iii)  prevents  him,  in any way,  from  performing  the  duties
contemplated hereby.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Employment
Agreement  to be executed in duplicate  originals  as of the date first  written
above.                             UST CORP.

                                   By:    /s/ Wallace M. Haselton
                                          --------------------------------
                                   Title: Chairman, Compensation Committee
                                          --------------------------------
                                          and Authorized Signer
                                          --------------------------------

                                   /s/ Neal F. Finnegan
                                   --------------------

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