EXHIBIT 10(u)(viii)

                         EXECUTIVE EMPLOYMENT AGREEMENT


     This  Executive   Employment  Agreement  (hereafter  referred  to  as  this
"Agreement") is made by and between UST Corp., a Massachusetts corporation, (the
"Company") and Robert T. McAlear (the "Employee") as of the 1st day of February,
1996 (the "Effective Date"). This Agreement  supersedes the Executive Employment
Agreement  between the  Employee  and USTrust  dated as of the 11th day of July,
1990 (the "Original  Agreement")  which both parties mutually agree (except with
respect to the Employee's obligations related to the Original Agreement pursuant
to Section 14 hereof) to terminate as of January 31, 1996.

     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 organizations which do not involve

                                       1

<PAGE>

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 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

                                       2
<PAGE>

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 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

                                       3

<PAGE>

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
     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

                                       4

<PAGE>

     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  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

                                       5

<PAGE>

         (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.

              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.

                                       6

<PAGE>

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 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

                                       7

<PAGE>

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

                                       8
<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/ Robert T. McAlear                   By:  /s/ Wallace M. Haselton
---------------------                        -----------------------
Robert T. McAlear                            Wallace M. Haselton
Executive Vice President,                    Chairman, Compensation Committee
Controlled Loans and Credit                  and authorized signer


                                       9

<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,  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

                                       10

<PAGE>

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: _______________________________




                                       11