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                                                              EXHIBIT 10(i)(iii)

                         UST CORP. EMPLOYEE SAVINGS PLAN
                                SECOND AMENDMENT

WHEREAS, UST Corp. (the "Employer") maintains the UST Corp. Employee Savings
Plan, (the "Plan") for the benefit of its eligible employees and their
beneficiaries; and

WHEREAS, the Employer reserves the right to amend the Plan at any time;

NOW THEREFORE, Plan is hereby amended effective June 30, 1997 to merge the SBERA
401 (k) Plan Adopted by the Bank of Braintree into the Plan subject to the terms
and conditions of the Plan as modified by the retained provisions set forth in
Exhibit A, Special Provisions, Applicable to Former Participants of the SBERA
401 (k) Plan Adopted by the Bank of Braintree, which such Exhibit A is hereby
incorporated and made a part of the Plan.

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by
its duly elected officer this 30th day of June, 1997.

                                      UST CORP.

                                      By: /s/ Linda J. Lerner
                                          -------------------
Attest: /s/ Eric R. Fischer
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                                    EXHIBIT A

        SPECIAL PROVISIONS APPLICABLE TO FORMER PARTICIPANTS OF THE SBERA
                  401(K) PLAN ADOPTED BY THE BANK OF BRAINTREE

The following provisions shall be applicable to Participants who were formerly
participants in the SBERA 401(k) Plan Adopted by The Bank of Braintree (Prior
Plan) with respect to their account balances (Merged Account or Merged Account
Balances) under the Prior Plan that was merged into the UST Corp. Employee
Savings Plan effective June 30, 1997.

1.   "MERGED ACCOUNT OR MERGED ACCOUNT BALANCE" shall mean the Participant's
     total account balance under the Prior Plan as of June 30, 1997, plus any
     investment earnings (or losses) on such account subsequent to such date and
     up to the date of distribution.

2.   With respect to each Participant's Merged Account Balance the following
     provisions shall also apply in addition to the provisions set forth in the
     Plan with regard to options upon distribution:

          AUTOMATIC ANNUITY The Participant's Merged Account will be applied to
          purchase a Qualified Joint & Survivor Annuity for a married
          Participant. If the Participant is not married the Participant's
          Merged Account will be applied to purchase a life annuity. In the 90
          day period prior to his annuity starting date the Participant may make
          a Qualified Election to receive an alternative distribution. A
          Participant may elect to have such annuity distributed upon the
          attainment of the Participant's Earliest Retirement Age. A deceased
          Participant's Merged Account will be paid as a death benefit to the
          surviving Spouse or Beneficiary. Unless an Optional form of benefit
          within the Election Period pursuant to a Qualified Election has been
          selected, the surviving Spouse may elect distribution of the automatic
          pension within a reasonable period after the Participant's death.

          NOTICE a) In the case of a Qualified Joint & Survivor Annuity notice
          shall be provided not less than 30 days or more than 90 days prior to
          the annuity starting date and in the case of a Qualified Preretirement
          Survivor Annuity the later of the following periods that ends last: i)
          the PERIOD BEGINNING THE FIRST DAY OF the Plan Year the Participant
          attains age 32 and ending the last day of the Plan Year preceding the
          Plan Year the Participant attains age 35 or ii) the period beginning
          one year prior to and ending one year after the date the Employee
          becomes a Participant or iii) the period one year before and ending
          one year after this section first applies to the Participant or iv)
          the period beginning one year prior to and ending one year after this
          section ceased to apply to the Participant. Notice shall be provided
          within the period beginning one year prior to and ending one year
          following the date employment terminates for a Participant who has not
          attained age 35. If such Participant is reemployed the applicable
          period shall be redetermined. A Participant may elect, with
          appropriate spousal consent, to waive the requirement that the written
          notice be provided at least 30 days prior to the annuity starting date
          provided such distribution commences more than 7 days after the notice
          is provided.



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SBERA Exhibit A
6/30/97
Page 2

          b) Notwithstanding this section, the respective notices prescribed by
          this section need not be given to a Participant if the Plan fully
          subsidizes the costs of a Qualified Joint and Survivor Annuity or
          a Qualified Preretirement Survivor Annuity and the Plan does not
          allow the Participant to waive the Qualified Joint and Survivor
          Annuity or the Qualified Preretirement Survivor Annuity and does not
          allow a married Participant to designate a non-Spouse Beneficiary.

          The notice will be written and will inform the Participant that his
          vested Merged Account Balance will be paid as a Qualified Joint &
          Survivor Annuity unless an alternate distribution method is selected
          in a Qualified Election.

          The notice will include an explanation of the terms and conditions of
          a Qualified Joint and Survivor Annuity or a Qualified Preretirement
          Survivor Annuity, the effect of an Election to waive the Qualified
          Joint and Survivor Annuity, the Spouse's right regarding the required
          consent, the right to make and the effect of revoking an Election, and
          a statement of any benefits which may be forfeitable for any reason
          including death.

          If a Participant elects to receive distribution in one sum or in a
          series of sums which may constitute a lump sum distribution, the Plan
          Administrator will furnish notice using a format provided by the
          Secretary of Treasury explaining that the distribution is not taxable
          currently to the extent transferred to another qualified Plan or
          individual retirement account or individual retirement annuity within
          60 days after the date of its receipt and that the 60 day period
          begins when the last distribution is made, and 10 or 5 year income
          averaging and/or capital gains income tax provisions may apply.

          "ELECTION" means a written instrument executed by a Participant and
          filed with the Plan Administrator on or before its effective date,
          exercising one or more rights under this Plan.

          "ELECTION PERIOD" means the period beginning on the first day of the
          Plan Year in which the Participant attains age 35 and ending on the
          date of his death. If a Participant separates from service prior to
          the first day of the Plan Year in which he is 35, the Election Period
          shall begin on the date his employment terminates. A Participant may
          make a special Qualified Election to waive the Qualified Preretirement
          Survivor Annuity for the period beginning on the date of such Election
          and ending on the first day of the Plan Year in which he attains age
          35 provided that the Participant has received a written explanation of
          the Qualified Preretirement Survivor Annuity stating that such
          coverage will be reinstated as of the first day of the Plan Year in
          which he attains age 35. Any new waiver on or after such date shall be
          subject to the full extent of this Article.

          "EARLIEST RETIREMENT AGE" means the date on which the Participant can
          elect to receive retirement benefits.

          "QUALIFIED ELECTION" means a waiver of a Qualified Joint and Survivor
          Annuity or a Qualified Preretirement Survivor Annuity neither of which
          shall be effective unless: the Spouse gives written consent to the
          Election; the Election designates a specific Beneficiary



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SBERA Exhibit A
 6/30/97
 Page 3

          or Beneficiaries or contingent Beneficiaries, which may not be changed
          without spousal consent unless the Spouse has permitted the
          Participant to change designations without further consent; the
          Spouse's consent acknowledges the effect of the Election; and the
          Spouse's consent is witnessed by a Plan representative or Notary
          Public. If it is established to the satisfaction of a Plan
          representative that written consent may not be obtained because there
          is no Spouse or the Spouse cannot be located, a waiver will be deemed
          a Qualified Election.

          "QUALIFIED JOINT AND SURVIVOR ANNUITY" means the actuarial equivalent
          of a straight life annuity paid to the Participant and his spouse for
          their joint lives and reduced by 50% at the first death.

          "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" means a straight life
          annuity paid to the Participant's spouse by applying the Participant's
          Merged Account Balance to the purchase of such an annuity.

          Consent, or the deemed consent of a Spouse shall be effective only
          with respect to such Spouse. Consent that permits designations by the
          Participant without requirement of further consent by such Spouse
          shall acknowledge that the Spouse has the right to limit consent to a
          specific Beneficiary, and a specific form of benefit, and that the
          Spouse voluntarily elects to relinquish either or both such rights. A
          Participant may revoke a waiver without Spouse consent at any time
          before benefits commence without limit. Consent shall not be valid
          unless the Participant has received Notice under this section.

          Subject to the above limitations, distributions may also be made over
          one of the following periods.

          a) the life of the Participant, or the life of the Participant and the
             life of the Designated Beneficiary; and

          b) the period contains not greater than the Participant's life
             expectancy or the joint and last survivor life expectancy of the
             Participant and his or her Beneficiary.

          Distributions based on a life contingency or period certain will be
          made by applying the Participant's Merged Account to purchase a
          non-transferable annuity from an insurance company to provide the
          benefit for the Participant.

3.   With respect to each Participant's Merged Account Balance, the following
     provisions shall also apply with respect to hardship distributions.

          HARDSHIP DISTRIBUTION Distribution of Before-Tax Contributions (and
          earnings thereon accrued as of December 31, 1988) out of a
          Participant's Merged Account Balance may be made to a Participant in
          the event of hardship. For the purposes of this SECTION, HARDSHIP is
          defined as an immediate and heavy financial need of the Employee where
          such Employee lacks other available resources. Hardship Distributions
          are subject to the spousal consent requirements contained in IRC 401
          (a)(11)and 417.



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SBERA Exhibit A
6/30/97
Page 4

          The following are the only financial needs considered immediate and
          heavy: funeral expenses of an immediate family member, deductible
          medical expenses (within the meaning of IRC 213(d)) of the Employee,
          the Employee's spouse, children, or dependents; the purchase
          (excluding mortgage payments) of a principal residence for the
          Employee; payment of tuition for the next quarter or semester of
          post-secondary education for the Employee, the Employee's spouse,
          children or dependents; or the need to prevent the eviction of the
          Employee from, or a foreclosure on the mortgage of, the Employee's
          principal residence, including any federal, state or local taxes or
          penalties reasonably expected to result from the distribution.

          A distribution will be considered as necessary to satisfy an immediate
          and heavy financial need of the Employee only if:

          a) The Employee has obtained all distributions, other than Hardship
             Distributions, and all non-taxable loans under all Plans maintained
             by the Employer;

          b) All Plans maintained by the Employer provide that the Employee's
             Before-Tax Contributions (and employee contributions) will be
             suspended for twelve months after the receipt of the Hardship
             Distribution;

          c) The distribution is not in excess of the amount of an immediate and
             heavy financial need; and

          d) All Plans maintained by the Employer provide that the Employee may
             not make BeforeTax Contributions for the Employee's taxable year
             immediately following the taxable year of the Hardship Distribution
             in excess of the applicable limit under IRC 402(g) for such taxable
             year less the amount of such Employee's Before-Tax Contributions
             for the taxable year of the Hardship Distribution.