EXHIBIT 10(u)(v)


                  FIRST AMENDED EXECUTIVE EMPLOYMENT AGREEMENT


     This First Amended Executive Employment Agreement (hereafter referred to as
this "Agreement") is made by and between UST Corp., a Massachusetts corporation,
(the  "Company")  and Kenneth L. Sullivan (the  "Employee") as of the 1st day of
February,  1996 (the  "Effective  Date"),  amending in part and  restating  that
certain Executive  Employment Agreement between the parties dated as of the 24th
day of October, 1994 (the "Original Agreement").

     In consideration of the mutual promises,  terms and conditions contained in
this Agreement, the parties agree as follows:

    1.  Employment.  The  Company  agrees  to  continue  the  employment  of the
Employee,  and the  Employee  agrees to continue in the service of the  Company,
subject to the terms and conditions contained in this Agreement.

     2.  Term.  Subject to  earlier  termination,  as  provided  hereafter,  the
Employee's  employment  hereunder shall be for an initial term of two (2) years,
commencing  on  the  Effective  Date,  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
initial or any renewal term that this Agreement shall not renew. Notwithstanding
the  foregoing,  in the event  that this  Agreement  is in effect on the date of
consummation  of a Change of Control,  as defined in Section 6.g.ii below,  this
Agreement shall  automatically  be extended on said date such that the remaining
term of the Agreement  shall then be two (2) years,  but this Agreement shall be
renewable  thereafter only by a written  agreement  signed by the Employee and a
duly authorized  representative of the Company.  The term of this Agreement,  as
from time to time  renewed or extended  in  accordance  with this  Section 2, is
hereafter referred to as "the term hereof" or "the term of this Agreement".

     3. Performance.

     a. During the term hereof,  the Employee shall hold such executive position
or positions with the Company as he/she held on the Effective Date hereof and/or
such other executive position or positions with the Company,  its affiliates and
subsidiaries  to which the parties may hereafter from time to time agree and the
Employee  shall  perform  the duties and  assume  the  responsibilities  of such
positions  and such  other  appropriate  duties and  responsibilities  as may be
assigned  by  the  Board  of  Directors  of the  Company  (the  "Board")  or its
designees.

     b. During employment,  the Employee shall devote his/her full business time
and best efforts,  judgment,  skill and knowledge exclusively to the advancement
of  the  Company's  interests  and  to  the  discharge  of  his/her  duties  and
responsibilities  for the Company.  While employed by the Company,  the Employee
shall not be engaged in any other business  activity,  except as approved by the
Board, the President or the Board's designee in writing. It is agreed,  however,
that the  provisions of this Section 3.b shall not be violated by the Employee's
holding of  directorships  or related  positions in  charitable,  educational or
not-for-profit


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<PAGE>

organizations which do not involve continuous or substantial time commitments or
by passive  personal  investment  activities,  provided that such  positions and
activities  are  not in  conflict,  and do not  otherwise  interfere,  with  the
Employee's duties and responsibilities to the Company and its subsidiaries.

     4. Compensation. As compensation for all services performed for the Company
and its  subsidiaries  during the term of this Agreement,  the Company shall pay
the Employee a base salary at an annual rate not less than the  Employee's  base
salary on the  Effective  Date,  subject  to  increase  from time to time by the
Company in its discretion. Notwithstanding the foregoing, the Company may reduce
the  Employee's  base  salary,  but (i) only in the event of a salary  reduction
affecting all or substantially  all of the Company's  officers employed under an
executive  employment  agreement and only in proportion to the salary reductions
applicable to such other affected officers and (ii) only if no Change of Control
has occurred.

     5.  Employee  Benefits.  During  the term  hereof,  the  Employee  shall be
entitled to participate in any and all employee  benefit plans from time to time
in effect for employees of the Company generally, excluding only plans providing
payments  and/or other benefits in the event of termination of employment.  Such
participation  shall be subject to the terms of the applicable  plan  documents,
generally  applicable  Company  policies and the  discretion of the Board or any
administrative or other committee provided for in or contemplated by such plan.

     6. Termination of Employment.  Notwithstanding  the provisions of Section 2
above, the Employee's  employment under this Agreement shall terminate under the
following  circumstances  and, in that event,  the Company  shall have only such
obligations  to the  Employee  as  are  specified  below  under  the  applicable
termination provision:

              a. Upon Death.  In the event of the  Employee's  death  during the
term  hereof,  the  Employee's   employment   hereunder  shall  immediately  and
automatically  terminate. In such event, the Company shall pay to the Employee's
designated  beneficiary  or,  if no  beneficiary  has  been  designated  by  the
Employee,  to the Employee's  estate,  any base salary earned and unpaid through
the date of death.

              b. As a Result  of  Disability.  In the  event  that the  Employee
becomes  disabled during the term hereof and, as a result,  is unable to perform
substantially  all of his/her  duties for the  Company for more than one hundred
and twenty (120) days during any period of three  hundred and  sixty-five  (365)
days,  the Company may  terminate  the  Employee's  employment  without  further
obligation  upon notice to the Employee.  In the event of such  disability,  the
Employee  will  continue  to receive  his/her  base  salary and  benefits  under
Sections  4 and 5 hereof  until the  earlier  of the date the  Employee  becomes
eligible for  disability  income under the  Company's  long-term  disability  or
workers' compensation insurance plan or the date his/her employment terminates.

              c. By the  Company  for  Cause.  The  Company  may  terminate  the
Employee's  employment for Cause at any time upon notice to the Employee setting
forth  in  reasonable  detail  the  nature  of such  Cause.  The  following,  as
determined by the Board in its reasonable  judgment,  shall constitute Cause for
termination:  (i) the Employee's refusal to perform,  or


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<PAGE>

gross  negligence in the performance of, his/her duties or  responsibilities  on
behalf of the Company and, if applicable, its affiliates and subsidiaries;  (ii)
the Employee's fraud,  embezzlement or other material dishonesty with respect to
the Company or any of its affiliates or subsidiaries; (iii) the Employee's gross
misconduct or his/her  conviction of, or plea of no contest to, a felony. In the
event of such termination,  the Company shall have no further  obligation to the
Employee, other than for base salary earned through the date of termination.

              d. By the Company other than for Cause.  The Company may terminate
the Employee's employment other than for Cause upon notice to the Employee under
this subsection d or under subsection g below,  whichever is applicable.  In the
event of such termination  prior to, or more than two years following,  a Change
of  Control  and  provided  that the  Employee  executes  the  release of claims
attached hereto and marked "A" (the "Employee  Release") within  twenty-one (21)
days of his/her  receipt of notice of  termination  of  employment  and does not
timely revoke the Employee Release, the Company:

                           i. shall pay the Employee  severance pay in an amount
                  equal to twelve (12) months' base salary at the rate in effect
                  on the date of  termination,  which the  Employee may elect to
                  receive (A) in a single lump sum,  payable  within thirty (30)
                  days following the effective  date of the Employee  Release or
                  (B) as salary  continuation  payable at the Company's  regular
                  payroll  periods and in  accordance  with its regular  payroll
                  practices  commencing on the next regular  payday  immediately
                  following  the  effective  date of the Employee  Release,  but
                  retroactive to the date of termination and,

                           ii. at the Employee's election, (A) shall continue to
                  pay,   for  the  period  of  twelve  (12)   months   following
                  termination of the Employee's employment or, if earlier, until
                  the date the  Employee  is covered  under  another  employer's
                  health plan that is  comparable  to that of the  Company  (the
                  "Post-Employment  Health Coverage Period"),  that share of the
                  premium cost of Employee's  participation  and that of his/her
                  eligible  dependents in the Company's  group health plan as it
                  pays for active  employees  of the Company and their  eligible
                  dependents  generally  OR (B) shall pay the  Employee a single
                  lump sum payment  equal to the amount  that the Company  would
                  have expended if participation  had been elected and continued
                  for a period of twelve  (12)  months,  which lump sum shall be
                  payable  within thirty (30) days  following the effective date
                  of the Employee Release, and the Employee and his/her eligible
                  dependents  may  exercise  any rights they have under COBRA to
                  continue participation in the group health plan at their cost,
                  effective as of the date the Employee's employment terminates.
                  Should the Employee elect option (A) above,  the period of any
                  continued  health  coverage to which the  Employee and his/her
                  eligible  dependents may be entitled under Sections 601-607 of
                  ERISA  and  Section   4980B  of  the  Internal   Revenue  Code
                  (collectively  referred  to as  "COBRA")  as a  result  of the
                  Employee's  termination of employment will commence at the end
                  of the above-defined  Post-Employment  Health Coverage Period.
                  Notwithstanding anything to the contrary contained herein, the
                  Employee may only elect option (A) directly above


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<PAGE>

                  if the Employee elects to receive  payment under  subparagraph
                  d.i., directly above, in the form of salary continuation.

              e. By the  Employee for Good  Reason.  The Employee may  terminate
employment hereunder for Good Reason upon notice to the Company setting forth in
reasonable detail the nature of such Good Reason. The following shall constitute
Good  Reason for  termination  by the  Employee:  (i)  failure of the Company to
continue the Employee in his/her  executive  position;  (ii) a change adverse to
the Employee in the Employee's  primary reporting  relationship;  (iii) material
diminution in the nature or scope of the Employee's responsibilities,  duties or
authority;  (iv)  material  failure of the Company to provide the Employee  base
salary and benefits in accordance with the terms of Sections 4 and 5 hereof;  or
(v) a permanent  transfer of the  Employee to a work site more than  twenty-five
miles  distant  from his/her work site on the  Effective  Date.  In the event of
termination  in accordance  with this Section 6.e, the Company shall provide the
Employee base salary and health  insurance  benefits in accordance  with Section
6.d hereof,  provided  that the Employee  executes the Employee  Release  within
twenty-one (21) days of his/her notice of termination of employment and provided
further that the Employee does not timely revoke the Employee Release.

              f. By the Employee  other than for Good  Reason.  The Employee may
resign employment other than for Good Reason at any time upon one month's notice
to the  Company.  In the event of such  termination,  the Company  shall have no
further  obligation to the Employee,  other than for base salary earned  through
the date of termination.

              g. Upon a Change of Control.

                      i. If a Change of Control (as defined in  subsection  g.ii
     below) occurs and,  within two (2) years  following such Change of Control,
     the Company  terminates the Employee's  employment other than for Cause, or
     the  Employee  terminates  his/her  employment  for  Good  Reason,  and the
     Employee  executes the Employee Release within  twenty-one (21) days of the
     date of notice of  termination  of his/her  employment  and does not timely
     revoke it, then,  in lieu of any payment and benefits to which the Employee
     would otherwise be entitled under Section 6.d or 6.e hereof, the Company

                         (1)  shall  pay  the   Employee  an  amount   equal  to
     twenty-four  (24)  months' base salary at the rate in effect on the date of
     termination of the Employee's  employment,  which the Employee may elect to
     receive (A) in a single lump sum, payable within thirty (30) days following
     the effective  date of the Employee  Release or (B) as salary  continuation
     payable at the Company's regular payroll periods and in accordance with its
     regular payroll  practices  commencing on the next regular payday following
     the effective date of the Employee Release,  but retroactive to the date of
     termination, and

                         (2) at the Employee's  election,  (A) shall continue to
     pay, for the period of  twenty-four  months  following  termination  of the
     Employee's  employment  or,  if  earlier,  until the date the  Employee  is
     covered under another  employer's health plan that is comparable to that of
     the Company (the "Post-Employment  Health Coverage Period"),  that share of
     the premium cost of Employee's participation and that of his/her eligible


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<PAGE>

     dependents  in the  Company's  group  health  plan  as it pays  for  active
     employees  of the Company and their  eligible  dependents  generally OR (B)
     shall pay the  Employee a single lump sum payment  equal to the amount that
     the Company  would have  expended  if  participation  had been  elected and
     continued for a period of twenty-four (24) months,  which lump sum shall be
     payable  within  thirty  (30)  days  following  the  effective  date of the
     Employee  Release,  and the Employee and his/her  eligible  dependents  may
     exercise  their rights under COBRA to continue  participation  in the group
     health  plan at their  cost  effective  as of the date  his/her  employment
     terminates.  Should the Employee elect option (A) above,  the period of any
     continued  health  coverage  to which the  Employee  and  his/her  eligible
     dependents  may be  entitled  under  COBRA  as a result  of the  Employee's
     termination  of employment  will  commence at the end of the  above-defined
     Post-Employment  Health Coverage  Period.  Notwithstanding  anything to the
     contrary  contained herein, the Employee may only elect option (A) directly
     above if the employee elects to receive payment under subparagraph  g.i.(1)
     in the form of salary continuation.

                         (3)  Upon  a  Change  of  Control  as  defined  in  the
     Company's  Stock  Compensation  Plan as amended by the Company from time to
     time  (the  "Plan"),  the  vesting  of  any  UST  Restricted  Common  Stock
     ("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.

                         (4)  If in  connection  with a  Change  of  Control  as
     defined in the Plan any other  employees  who hold stock  options under the
     Plan or Restricted  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.

                  ii. Except as otherwise provided with respect to subparagraphs
     g.i.(3) and g.i.(4)  directly above,  a "Change of Control" shall be deemed
     to have been consummated if hereafter

                         (A) any  "person",  as such term used in Section  13(d)
     and 14(d) of the Securities  Exchange Act of 1934 as amended (the "Exchange
     Act") other than the Company or any of its  subsidiaries  or  affiliates or
     any trustee or other fiduciary holding securities under an employee benefit
     plan of the Company or any of its  subsidiaries  or  affiliates,  becomes a
     beneficial  owner  (within  the  meaning  of Rule  13d-3,  as  amended,  as
     promulgated under the Exchange Act), directly or indirectly,  of securities
     representing twenty-five (25%) percent or more of the combined voting power
     of the Company's then outstanding securities; or

                         (B)  during any  period of two  consecutive  years (not
     including any period prior to the Effective  Date),  individuals who at the
     beginning of such period  constitute the Board, and any new director (other
     than a director  designated  by a person who has entered  into an agreement
     with the Company to effect a  transaction  described  in clause (A), (C) or
     (D) of this Section 6.g.(ii) whose election by the Board or


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<PAGE>

     nomination  for election by the  Company's  stockholders  was approved by a
     vote of at least  two-thirds  of the  directors  then  still in office  who
     either were  directors at the beginning of the period or whose  election or
     nomination for election was previously so approved, cease for any reason to
     constitute at least a majority thereof; or

                         (C)  there  occurs a  merger  or  consolidation  of the
     Company with any other  corporation,  other than a merger or  consolidation
     which would  result in the voting  securities  of the  Company  outstanding
     immediately  prior  thereto  continuing  to represent  (either by remaining
     outstanding or by being  converted into voting  securities of the surviving
     entity) more than eighty percent (80%) of the combined  voting power of the
     voting  securities  of the  Company or such  surviving  entity  outstanding
     immediately after such merger or consolidation;  provided,  however, that a
     merger or  consolidation  effected to implement a  recapitalization  of the
     Company  (or similar  transaction)  in which no  "person"  (as  hereinabove
     defined)  acquires  more than  twenty-five  percent  (25%) of the  combined
     voting  power  of the  Company's  then  outstanding  securities  shall  not
     constitute a Change of Control; or

                         (D) the stockholders of the Company approve a plan of a
     complete liquidation of the Company; or

                         (E)  there   occurs  a  closing  of  a  sale  or  other
     disposition  by the Company of all or  substantially  all of the  Company's
     assets.

              h. Upon  Expiration  of the Term  Hereof.  Notice  by the  Company
pursuant  to  Section 2 hereof  that  this  Agreement  shall not renew  shall be
treated as  termination  by the Company other than for Cause pursuant to Section
6.d.  Notice by the  Employee  pursuant to Section 2 hereof that this  Agreement
shall not renew  shall be treated as a  termination  by the  Employee of his/her
employment other than for Good Reason.

    7. Confidential Information.

              a. The Employee acknowledges that the Company continually develops
Confidential Information, that the Employee may develop Confidential Information
for the  Company and that the  Employee  may learn of  Confidential  Information
during the course of employment. The Employee agrees to comply with the policies
and procedures of the Company for protecting Confidential Information and agrees
that he shall never disclose to any person,  corporation or other entity, except
as  required  for the  proper  performance  of  his/her  regular  duties for the
Company,  and shall never use for  his/her  own benefit or that of another,  any
Confidential Information obtained by the Employee incident to his/her employment
or other  association with the Company or any of its affiliates or subsidiaries.
The Employee understands that this restriction will continue to apply throughout
his/her  employment and after his/her employment  terminates,  regardless of the
reason for such termination;  provided,  however, that the obligations contained
in this Section 7 shall not apply to any  Confidential  Information that becomes
publicly  known  through  no  fault of the  Employee  or that  the  Employee  is
otherwise required by law or regulation to disclose.


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<PAGE>

              b. As used in this Agreement, "Confidential Information" means any
and all information of the Company, its subsidiaries and affiliates, that is not
generally  known by others with whom any of them competes or does  business,  or
with  whom any of them  plans  to  compete  or do  business,  including  without
limitation any and all information  concerning the identity and special needs of
the customers of the Company, its subsidiaries and affiliates and the people and
organizations  with  whom  any of them  has  business  relationships  and  those
relationships.  Confidential  Information also includes any information received
by the Company or any of its  subsidiaries  or  affiliates  from others with any
understanding, express or implied, that it will not be disclosed.

    8.  Non-Solicitation.  While the Employee is employed by the Company and (a)
for a period  of two years  following  the  termination  of  his/her  employment
pursuant to Section 6.b or 6.c or 6.f hereof or (b) in the event of  termination
pursuant to Section 6.d or 6.e or 6.g hereof,  for a period  equal to the months
of severance pay provided the Employee thereunder:

              (i) the Employee  shall not,  directly or  indirectly,  solicit or
encourage any customer of the Company or any of its  subsidiaries  or affiliates
to terminate or diminish  substantially its relationship with the Company or any
of its subsidiaries or affiliates and

              (ii) the  Employee  shall not,  directly  or  indirectly,  hire or
attempt  to  hire  any  executive  personnel  of  the  Company  or  any  of  its
subsidiaries  or affiliates  or solicit or encourage any executive  personnel of
the Company or any of its  subsidiaries or affiliates to discontinue  employment
with the Company or any of its subsidiaries or affiliates.

For purposes of this  Section 8, the term  "months of severance  pay" shall mean
the quotient of the total sum of payments to be made to the  Employee  under the
applicable  termination  provision  divided by the Employee's base salary at the
monthly rate in effect on the date of termination.

    9. Remedies. The Employee acknowledges that, if he/she were to breach any of
the  provisions  of  Section 7 or Section 8 of this  Agreement,  the harm to the
Company would be irreparable. The Employee therefore agrees that, in addition to
any other  remedies  available  to it, the  Company  shall be entitled to obtain
preliminary  and permanent  injunctive  relief against any such breach,  without
having to post bond.

    10. Taxes.  All payments made to the Employee under this Agreement  shall be
reduced by any tax or other amount  required to be withheld by the Company under
applicable law.

    11. Reductions.  Notwithstanding  anything to the contrary contained in this
Agreement,  (a) any and all payments and benefits to be provided to the Employee
hereunder  are  subject  to  reduction  to the  extent  required  by  applicable
statutes,  regulations,  rules  and  directives  of  federal,  state  and  other
governmental and regulatory  bodies having  jurisdiction over the Company and/or
any of its affiliates or subsidiaries and (b) the payments and benefits to which
the Employee would be entitled  pursuant to Section 6.g hereof or otherwise as a
result of a Change of Control  shall be reduced to the maximum  amount for which
the Company will not be limited in its deduction pursuant to Section 280G of the
Internal Revenue Code of 1986, as


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<PAGE>

amended, or any successor provision.  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 the Company of the need
for such reduction or, if the Employee fails to so specify timely, as determined
by the Company.

    12. Assignment. The Company may assign its rights and obligations under this
Agreement  without  the  consent of the  Employee  in the event that the Company
shall hereafter effect a  reorganization,  consolidate  with, or merge into, any
other person,  corporation or other entity or transfer all or substantially  all
of its assets to any other  person,  corporation  or other  entity.  The Company
requires  the  personal  services of the Employee and he/she may not assign this
Agreement.  This Agreement shall inure to the benefit of and be binding upon the
Company  and  the  Employee   and  their   respective   successors,   executors,
administrators, heirs and permitted assigns.

    13.  Indemnification.  The Company shall, and the Company 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 exposed  as a result of the  Employee's  employment  and  positions  with the
Company and its  subsidiaries  and affiliates as contemplated by this Agreement,
provided that the Employee shall not be  indemnified  with respect to any matter
as to which he/she shall have been  adjudicated  in any  proceeding  not to have
acted in good faith in the reasonable belief that his/her action was in the best
interest of the Company and its  subsidiaries  and affiliates.  The Company,  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 the Company and its  subsidiaries  and affiliates for purposes of
the Employee's entitlement to indemnification under applicable provisions of the
respective  articles of  organization  and/or  other  similar  documents  of the
Company and its subsidiaries and affiliates.

    14.  Miscellaneous.  This Agreement sets forth the entire agreement  between
the Company and the Employee and supersedes all prior communications, agreements
and  understandings,  whether  written or oral,  with respect to the  Employee's
employment;  provided,  however,  that this  Agreement  shall not  terminate  or
supersede any additional  obligations  of the Employee  pursuant to the Original
Agreement or 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 the Company.  The headings and
captions contained herein are for convenience of reference only and are not part
of this

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<PAGE>


Agreement.  This Agreement may not be modified or amended, and no breach of this
Agreement  shall be deemed to be  waived,  unless  agreed to in  writing  by the
Employee and the Company. This is a Massachusetts contract and shall be governed
by  and  construed  in  accordance   with  the  laws  of  the   Commonwealth  of
Massachusetts.

    15. Notices.  Any notices provided for in this Agreement shall be in writing
and shall be  effective  when  delivered  in person or  deposited  in the United
States mail,  postage  prepaid,  and addressed to the Employee at his last known
address on the books of the Company or, in the case of the Company,  at its main
office,  attention of the Senior Vice President,  Human Resources with a copy to
the General Counsel of the Company.

         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument by the Company,  by its duly  authorized  representative,  and by the
Employee, as of the date first written above.

THE EMPLOYEE                               UST CORP.


/s/ Kenneth L. Sullivan                    By:  /s/ Wallace M. Haselton
-----------------------                         -----------------------
Kenneth L. Sullivan                             Wallace M. Haselton
Senior Vice President,                          Chairman, Compensation Committee
Operations                                      and authorized signer



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<PAGE>


                                       "A"

                                RELEASE OF CLAIMS

     FOR  AND IN  CONSIDERATION  OF the  special  payments  to be  made to me in
connection  with my separation  of  employment,  as set forth in the  employment
agreement  between UST Corp.  and me dated as of the ____ day of  _____________,
1994 (the "Employment Agreement"), I, on my own behalf and on behalf of my heir,
beneficiaries  and  representatives  and all others  connected  with me,  hereby
release and forever  discharge UST Corp. (the  "Company"),  its subsidiaries and
affiliates, and all of their respective officers, directors,  employees, agents,
representatives,  successors and assigns and all others connected with them (all
collectively,  the  "Releasees"),   both  individually  and  in  their  official
capacities,  from any and all liability,  claims, demands, actions and causes of
action of any type (all collectively "Claims") which I have had in the past, now
have,  or might now have,  through the date of my  execution  of this Release of
Claims,  in any  way  resulting  from,  arising  out  of or  connected  with  my
employment  or its  termination  or  pursuant  to any  federal,  state  or local
employment law,  regulation or other requirement  (including  without limitation
Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, as amended, the Americans with Disabilities Act, as amended, and
the Massachusetts fair employment practices act, as amended).

     Excluded  from the scope of this Release of Claims is (i) any claim arising
hereafter under the terms of the Employment  Agreement or under the terms of any
of the Company's employee  qualified and non-qualified  benefit plans (including
without  limitation the Company's  employee pension plan, profit sharing plan or
stock  ownership  plan) and (ii) any right of  indemnification  or  contribution
pursuant to the Articles of  Organization  or By-Laws of the Company that I have
or hereafter acquire if any claim is asserted or proceedings are brought against
me by any  governmental  or regulatory  agency,  or by any  customer,  creditor,
employee or shareholder of the Company, or by any self-regulatory  organization,
stock  exchange or the like,  related or allegedly  related to my having been an
officer or employee of the Company or to any of my  activities  as an officer or
employee of the Company.

     By  acceptance  of or  reliance  on this  Release  of Claims,  the  Company
promises  that  neither it nor any of the other  Releasees  affiliated  with the
Company  will take any action that is  designed,  specifically  as to me or with
respect  to a class  of  similarly  situated  former  employees,  to  reduce  or
abrogate,  or  may  reasonably  be  expected  to  result  in  an  abridgment  or
elimination of, any rights of  indemnification  or contribution  available to me
pursuant to the Articles of Organization or By-Laws of the Company, or under any
policy or policies of  directors  and  officers  liability  insurance  affording
coverage to former  officers  and in effect  from time to time,  unless any such
abridgment or elimination of rights is also generally applicable to then-current
officers and employees of the Company.

     In signing this Release of Claims,  I acknowledge  that I have had at least
twenty-one  (21) days from the date of my receipt of notice of termination of my
employment  (or, if  applicable,  the date I gave such notice to the Company) to
consider the terms of this Release of Claims,


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<PAGE>

that I am encouraged  by the Company to seek the advice of an attorney  prior to
signing  this  Release of Claims and that I am  signing  this  Release of Claims
voluntarily and with a full  understanding of its terms. I understand that I may
revoke this  Release of Claims at any time within  seven (7) days of the date of
my signing by  written  notice to the  President  of the  Company  and that this
Release of Claims will take effect only upon the  expiration  of such  seven-day
revocation period and only if I have not timely revoked it.

     IN WITNESS WHEREOF, I have set my hand and seal on the date written below.


Signature: _________________________________

Date Signed: _______________________________




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