EXHIBIT 10(f)(ii)

                             FIRST AMENDMENT TO THE
                             UST CORP. PENSION PLAN

WHEREAS,  The UST Corp.  Pension  Plan (the  "Plan") was  amended  and  restated
effective July 1, 1996; and

WHEREAS, Section 17.1 of the Plan gives UST Corp. (the "Employer") the authority
to amend the Plan; and

WHEREAS, the Employer desires to amend the Plan effective January 1, 1997 to (a)
improve early  retirement  benefits and (b) reflect  former  BayBank and Bank of
Boston employees.

NOW, THEREFORIE, the Plan is hereby amended as follows:

1. Section 2.3 is hereby amended in its entirety to read as follows:

   "2.3 "VESTING  SERVICE" means the Participant's  Years of Service,  excluding
        years prior to the Plan Year in which the  Employee  attained the age of
        18.

For purposes of determining  Vesting Service,  Service shall include  employment
with the following entities provided the Employee was employed by an Employer on
the date the entity  became an  Affiliated  Employer:

        (a) Bank of Boston;
        (b) BayBank;
        (c) Charlesbank Trust Company;
        (d) Citibank and Trust Company;
        (e) Gloucester National Bank of Gloucester;
        (f) Homeowners Savings Bank;
        (g) Natick Trust Company;
        (h) Neponset Valley Bank; and
        (i) Valley Bank and Trust."

2. Section 2.4 is hereby  amended by inserting the following at the beginning of
the table:

                                      FIRST CALENDAR YEAR
         ENTITY                       FOR BENEFIT SERVICE
         ------                       -------------------

        "Bank of Boston                       1997
         BayBank                              1997"


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3. The first paragraph of Section 4.2 is hereby amended to read as follows:

   "A  Participant's  annual  benefit under the Regular  Formula is equal to the
   excess of (a) over (b), the result multiplied by (c), where

   (a)  is 50% of the Participant's Average Final Pay,

   (b)  is 50% of the Participant's Social Security Credit, and

   (c)  is a fraction  not to exceed one,  whose  numerator is the number of the
        Participant's  years of Benefit  Service  and whose  denominator  is 25,
        provided that if the  Participant has not attained age 55 on the date of
        determination,  the  denominator  shall  be the  greater  of 25 and  the
        projected  number of years of Benefit  Service at his Normal  Retirement
        Date.

4. Section 6.2 is hereby amended in its entirety to read as follows:

   "6.2 EARLY RETIREMENT BENEFIT

        The benefit  payable to a  Participant  who retires  prior to his Normal
        Retirement Date shall be equal to his Accrued Benefit reduced by 5/12ths
        of 1% for  each  month  that  benefits  commence  prior  to  his  Normal
        Retirement Date."

5.  Section  8.3 is  hereby amended  by  replacing  the last  sentence  with the
following:

   "In such event the benefit  payable shall be his Accrued  Benefit reduced for
   early commencement in accordance with Section 6.2. "

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its
duly elected officer this 18th day of February, 1997.

                                                  UST CORP.


                                                  By: /s/ Eric R. Fischer
                                                      -------------------

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