EXHIBIT 10(g)

                                   UST CORP.






                         EXECUTIVE POLICY COMMITTEE PLAN






                                                                   January, 1997




                                TABLE OF CONTENTS
ARTICLE I - NAME, PURPOSE AND EFFECTIVE DATE                               PAGE

         1.01 Name and Purpose                                               1
         1.02 Effective Date                                                 1

ARTICLE II - DEFINITIONS

         2.01     Accrued Benefit                                            2
         2.02     Actuarial Equivalent                                       2
         2.03     Board                                                      2
         2.04     Change of Control                                          2
         2.05     Code                                                       2
         2.06     Committee                                                  2
         2.07     Compensation                                               2
         2.08     Credited Service                                           2
         2.09     Deferred Retirement Date                                   3
         2.10     Early Retirement Date                                      3
         2.11     Effective Date                                             3
         2.12     Employee                                                   3
         2.13     Employer                                                   3
         2.14     Final Average Compensation                                 3
         2.15     Normal Retirement Date                                     3
         2.16     Participant                                                3
         2.17     Plan                                                       3
         2.18     Qualified Plan                                             3
         2.19     Qualified Plan Benefit                                     3
         2.20     Social Security Benefit                                    3
         2.21     Social Security Relirement Age                             4
         2.22     Supplemental Plan                                          4
         2.23     Supplemental Plan Benefit                                  4

ARTICLE III - NORMAL AND DEFERRED RETIREMENT BENEFITS

         3.01     Benefit Upon Normal Retirement                             5
         3.02     Benefit Upon Deferred Retirement                           5

ARTICLE IV - EARLY RETIREMENT BENEFITS

         4.01     Benefit Upon Early Retirement                              6
         4.02     Amount of Early Retirement Benefit                         6
         4.03     Commencement Date                                          6







ARTICLE V - DEATH BENEFITS

         5.01     Death of a Participant Prior to Commencement Date         7
         5.02     Death of a Participant After Commencement Date            7

ARTICLE VI - DISABILITY

         6.01     Disability Defined                                        8
         6.02     Disability Benefits                                       8

ARTICLE VII - FORM OF PAYMENT

         7.01     Unmarried Participants                                    9
         7.02     Married Participants                                      9

ARTICLE VIII - FUNDING

         8.01     Funding                                                  10

ARTICLE IX - ADMINISTRATION

         9.01     Duties of the Committee                                  11
         9.02     Finality of Decisions                                    11
         9.03     Expenses of Administration                               11

ARTICLE X - MISCELLANEOUS

         10.01    Non-Guarantee of Employment                              12
         10.02    Rights under Plan                                        12
         10.03    Amendments/Termination                                   12
         10.04    Nonassignability                                         12
         10.05    Claims Procedure                                         12
         10.06    Entire Agreement: Successors                             13
         10.07    Change of Control                                        13
         10.08    Successor Employer                                       13
         10.09    Forfeiture                                               13
         10.10    Governing Law                                            14



                                   ARTICLE I

                        NAME, PURPOSE AND EFFECTIVE DATE

1.01 NAME AND PURPOSE

     The plan set forth herein shall be known as the UST Corp.  Executive Policy
     Committee Plan (the "Plan"). The Plan, which is unfunded,  was established,
     and shall be  maintained,  solely  for the  purpose of  providing  deferred
     compensation  to  a  select  group  of  management  or  highly  compensated
     employees within the meaning of Sections 201(2),  301(a),  and 401(a)(1) of
     the Employee Retirement Income Security Act of 1974, as amended,  and shall
     be  administered  in a  manner  consistent  with  that intent.  The plan is
     sponsored by UST Corp.

1.02 EFFECTIVE DATE

     The Plan's  effective  date is January  1, 1997.  This Plan shall  apply to
     Participants who retire or whose employment with the Employer terminates on
     or after January 1, 1997.


                                      - 1 -


                                   ARTICLE II
                                   DEFINITIONS

When used herein, the following terms shall have the following meanings unless a
different  meaning is clearly required by the context of the Plan: 

2.01      "Accrued  Benefit" shall mean a monthly  benefit payable in the normal
          form of annuity  commencing  on the  Participant's  Normal  Retirement
          Date, or Deferred Retirement Date if applicable,  which is equal to an
          amount calculated in accordance with Section 3.01.

2.02      "Actuarial  Equivalent" means a benefit of equivalent actuarial value,
          using the actuarial assumptions set forth in the Qualified Plan.

2.03      "Board" or "Board of  Directors"  means the Board of  Directors of UST
          Corp.

2.04      "Change  of  Control"  shall  mean a Change of Control as that term is
          defined in the Employer's Stock Compensation Plan.

2.05      "Code" means the Internal Revenue Code of 1986, as amended.

2.06      "Committee"  means the committee  designated by the Board of Directors
          to administer the Plan.

2.07      "Compensation,"  with  respect  to any  calendar  year  in  which  the
          Participant earns Credited Service,  shall mean the Participant's base
          pay, bonuses and commissions. For purposes of determining compensation
          for a  calendar  year,  payments  made  under a bonus  plan  shall  be
          attributed to the year earned. Compensation shall not include:

          (a) amounts payable under any long-term incentive plan,
          (b) insurance premiums or benefits,
          (c) relocation expenses, or
          (d) special  contractual  agreements  not  deemed  to  be  part  of a
              Participant's usual compensation.


2.08      "Credited  Service" shall mean the Participant's  period of employment
          with the Employer, measured in years and months. One month of Credited
          Service  is earned in each  calendar  month  that the  Participant  is
          employed for one or more days.


                                      - 2 -


2.09     "Deferred Retirement Date" shall mean a Participant's actual retirement
         date,  if the  Participant  remains in active  service after his Normal
         Retirement Date.

2.10     "Early  Retirement  Date"  shall  mean the date on which a  Participant
         retires  from the  employ of the  Employer,  if such date is before the
         date the Participant  reaches Normal Retirement Date yet after the date
         the  Participant  has  attained  age 55 and has  completed  5 years  of
         Credited Service.

2.11      "Effective Date" of the Plan shall be January 1, 1997.

2.12      "Employee" means any person employed by the Employer.

2.13      "Employer"  means  UST  Corp.  and any  subsidiary  and/or  affiliated
          corporation which has adopted this Plan.

2.14      "Final Average Compensation" shall mean Compensation averaged over the
          5  consecutive  calendar  years  within the last 10 years of  Credited
          Service  immediately  preceding his termination date which produce the
          highest such average.  If an Employee has Compensation in fewer than 5
          complete  consecutive  calendar years,  Compensation shall be averaged
          over the total number of complete  consecutive  calendar years, unless
          using a  partial  calendar  year as a  complete  calendar  year  would
          increase the average.

2.15      "Normal  Retirement  Date"  shall  mean  the  first  day of the  month
          coincident  with or next following the date a Participant has attained
          age 62 and completed 5 years of Credited Service.

2.16      "Participant" means any Employee or former Employee who is a member of
          the Executive Policy Committee, excluding Domenic Colassaco.

2.17      "Plan" means the UST Corp. Executive Policy Committee Plan.

2.18      "Qualified Plan" means the UST Corp. Pension Plan.

2.19      "Qualified  Plan  Benefit"  shall  mean the  annual  amount of pension
          benefit under the Qualified Plan assuming:

          (a)  payments  commence on the first of the month  coincident  with or
               next following actual retirement under this Plan and

          (b)  payments are in the form of a single life annuity.



                                      -3-


2.20     "Social  Security  Benefit"  shall  mean the annual  Primary  Insurance
         Amount,  which  reflects  any  reduction  for  commencement  prior to a
         Participant's  Social Security Retirement Age or any delayed retirement
         credit for  commencement  after his Social Security  Retirement Age, as
         determined  under the Social  Security  Act in effect on the  January 1
         preceding the date benefits  commence (or such other date  specified by
         the  Plan),  and  based  upon  the  following   assumptions: 

         (a)      the Participant had no earnings during the calendar year which
                  includes the date his employment with the Employer terminates,
                  or in any subsequent calendar year;

         (b)      the Participant's earnings in each prior year are equal to the
                  maximum  amount  of  wages  subject  to old age  survivor  and
                  disability insurance tax under the Federal Insurance Act;

         (c)      benefits commence on the first of the month coincident with or
                  next following actual retirement date; and

         (d)      if the  Participant's  benefit  commencement date precedes the
                  Participant's  Social  Security  Retirement  Age,  the  Social
                  Security   Benefit   otherwise   payable  at  Social  Security
                  Retirement Age shall be reduced by

                  (i)      5/9ths  of 1% for each of the  first 36  months  that
                           benefit   commencement   precedes   Social   Security
                           Retirement Age plus

                  (ii)     5/12ths  of 1% for each  month in excess of 36 months
                           that benefit  commencement  precedes  Social Security
                           Retirement Age.

2.21     "Social  Security  Retirement  Age"  means  the  earliest  age at which
         unreduced benefits are payable from the Social Security Administration.

2.22     "Supplemental  Plan"  means  the  UST  Corp.   Supplemental  Retirement
         Benefits Plan.

2.23     "Supplemental  Plan  Benefit"  means the benefit  payable under the UST
         Corp. Supplemental Retirement Benefits Plan, assuming

         (a)      payments commence on the first of the month coincident with or
                  next following actual retirement under this Plan and

         (b)      payments are in the form of a single life annuity.


                                      - 4 -

                                   ARTICLE III
                     NORMAL AND DEFERRED RETIREMENT BENEFITS

3.01 BENEFIT UPON NORMAL RETIREMENT

         Upon reaching Normal Retirement Date, a Participant may retire from the
         employ of the  Employer  and shall be  entitled  to  receive a lifetime
         monthly  "Normal  Retirement  Benefit" (also referred to as the Accrued
         Benefit)  commencing  on his Normal  Retirement Date. The Participant's
         monthly Normal Retirement  Benefit shall be equal to one-twelfth of the
         "Target Benefit" reduced by the sum of:

         (a) his Qualified Plan Benefit; plus
         (b) his Supplemental Plan Benefit; plus
         (c) his Social Security Benefit.

         Changes to a Participant's  Qualified Plan Benefit,  Supplemental  Plan
         Benefit,  or Social Security  Benefit which occur after the date of the
         Participant's  termination of employment  shall not be reflected in the
         determination of benefits payable from this Plan.

         The "Target Benefit" is equal to 50% of his Final Average  Compensation
         multiplied  by the  ratio  (not to  exceed  1.0)  of the  Participant's
         Credited Service divided by 20. 

3.02 BENEFIT UPON DEFERRED RETIRIEMENT

         Upon retiring on a Deferred  Retirement  Date, a  Participant  shall be
         entitled to receive a benefit  commencing on the first day of the month
         coincident with or next following the Participant's Deferred Retirement
         Date and continuing  monthly for the lifetime of the  Participant.  The
         amount of such benefit shall be equal to the amount  otherwise  payable
         under   Section  3.01  based  on  the   Participant's   Final   Average
         Compensation,  Credited Service,  Qualified Plan Benefit,  Supplemental
         Plan  Benefit,  and  Social  Security  Benefit  determined  as  of  the
         Participant's Deferred Retirement Date.



                                      - 5 -


                                   ARTICLE IV
                            EARLY RETIREMENT BENEFITS

4.01 BENEFIT UPON EARLY RETIREMENT

         If a Participant terminates employment on or after his Early Retirement
         Date,  but prior to his Normal  Retirement  Date, and any of conditions
         (a),  (b) or (c)  immediately  below  apply,  he shall be entitled to a
         lifetime  monthly  "Early  Retirement  Benefit" as described in Section
         4.02 below:

         (a) his termination of employment was involuntary,

         (b) his retirement was requested by the Board, or

         (c) his retirement has the consent of the Board.

4.02 AMOUNT OF EARLY RETIREMENT BENEFIT

         The amount of the Participant's Early Retirement Benefit shall be equal
         to the Target Benefit,  as determined in accordance with the provisions
         of Section 3.01;  multiplied by the fraction shown below to reflect the
         early commencement of benefits; and reduced by the sum of the Qualified
         Plan Benefit, Supplemental Plan Benefit, and Social Security Benefit.

                        AGE AT RETIREMENT         FACTOR

                             62                   100%
                             61                    95%
                             60                    9o%
                             59                    85%
                             58                    80%
                             57                    75%
                             56                    70%
                             55                    65%
                                                   
          (interpolated on a straight line basis for fractional ages)

4.03 COMMENCEMENT DATE

         The Participant's  Early Retirement Benefit shall commence on the first
         day of the month  coincident  with or next following the  Participant's
         Early Retirement Date.



                                      - 6 -


                                    ARTICLE V
                                 DEATH BENEFITS

5.01 DEATH OF PARTICIPANT PRIOR TO COMMENCEMENT OF BENEFITS

         If a Participant  who has been married for at least one year dies after
         completing  5 years  of  Credited  Service,  but  prior to the date his
         benefits  under  this Plan  commence,  his  Surviving  Spouse  shall be
         eligible to receive a monthly lifetime benefit  commencing on the first
         day of the month following the later of the Participant's 55th birthday
         and the  Participant's  death.  The  benefit  payable to his  Surviving
         Spouse  shall be equal to 50% of the  benefit the  Participant  accrued
         based upon his Target  Benefit,  Qualified  Plan Benefit,  Supplemental
         Plan Benefit,  and Social Security Benefit determined as of the date of
         his death.  The Target Benefit shall be reduced for early  commencement
         (based upon the  Participant's  age at commencement) in accordance with
         the factors set forth in Section 4.02.

5.02 DEATH OF  PARTICIPANT  AFTER  COMMENCEMENT  OF BENEFITS

         If a Participant dies after the commencement of his benefits under this
         Plan,  no death benefit will be payable  hereunder  except as otherwise
         provided  under the form of  annuity  payment  in effect on the date of
         death.


                                      - 7 -

                                   ARTICLE VI
                                   DISABILITY

6.01 DISABILITY DEFINED

         For purposes of this Plan, a Participant shall be deemed to be disabled
         if   he   is   eligible   for   and   receiving   benefits   under   an
         Employer-sponsored Long-Term Disability plan.

6.02 DISABILITY BENEFITS

         No benefits shall be payable hereunder solely on account of disability.
         However,  if a Participant is deemed to be disabled under Seetion 6.01,
         he shall continue to accrue Credited  Service until the earliest of the
         following events:

         (a) the Participant attains his Normal Retirement Date;

         (b) the Participant dies;

         (c) the Participant ceases to be disabled;

         (d) the Participant terminates employment for any other reason.

         The Participant's  Compensation  during the period of disability shall,
         for purposes of this Plan,  be deemed to be equal to the  Participant's
         Compensation for the most recent complete calendar year of employment.



                                      - 8 -


                                   ARTICLE VII
                                 FORM OF PAYMENT

7.01 UNMARRIED PARTICIPANTS

         The form of payment under this Plan for an unmarried  Participant  or a
         Participant who has been married for less than one year on the date his
         employment  terminates  is a single  life  annuity:  a benefit  payable
         monthly for the lifetime of the  Participant,  the first  payment to be
         due on the  date  specified  in  Section  3 or 4  hereof,  and the last
         payment to be due on the first day of the calendar month in which death
         occurs.

7.02 MARRIED PARTICIPANTS

         The form of  payment  under  this Plan for a  Participant  who has been
         married for at least one year on the date his employment  terminates is
         a joint and contingent annuity,  which is a benefit payable monthly for
         the  lifetime of the  Participant  with a benefit  equal to 50% of such
         benefit payable monthly to the surviving spouse for the lifetime of the
         spouse.  The  amount  of the  monthly  benefit  payable  as a joint and
         contingent  annuity is the Actuarial  Equivalent of the monthly benefit
         payable as a single life annuity.


                                       -9-


                                  ARTICLE VIII
                                     FUNDING

8.01 FUNDING

         There is no fund  associated  with this  Plan.  The  Employer  shall be
         required to make payments only as benefits become due and payable under
         the Plan.  No person  shall have any right,  other than the right of an
         unsecured  general  creditor,  against the Employer with respect to the
         benefits payable hereunder,  or which may be payable hereunder,  to any
         Participant,   surviving  spouse  or  beneficiary  hereunder.   If  the
         Employer, acting in its sole discretion, establishes a reserve or other
         fund  associated  with this Plan,  no person shall have any right to or
         interest  in any  specific  amount or asset of such  reserve or fund by
         reason of amounts  which may be payable to such person under this Plan,
         nor shall such person have any right to receive any payment  under this
         Plan except as and to the extent  expressly  provided in this Plan. The
         assets in any such  reserve or fund shall be subject to the  control of
         the Employer and need not be used to pay benefits hereunder.


                                      - 10-



                                   ARTICLE IX
                                 ADMINISTRATION

9.01 DUTIES OF THE COMMITTEE

         The Plan shall be  administered by the Committee in accordance with its
         terms and purposes. The Committee shall determine the amount and manner
         of payment of the benefits due to or on behalf of each Participant from
         the Plan and shall cause them to be paid by the Employer accordingly.

 9.02  FINALITY OF  DECISIONS

         The Committee  expressly is granted,  without intending any limitation,
         the  discretion  to  construe  the  terms of the Plan and to  determine
         eligibility  for  benefits  hereunder.  The  decisions  made by and the
         actions taken by the Committee in the  administration of the Plan shall
         be final and  conclusive on all persons,  and neither the Committee nor
         the Employer  shall be subject to individual  liability with respect to
         the Plan.

 9.03 EXPENSES OF ADMINISTRATION 

         All expenses incurred in connection with the execution of this Plan and
         in carrying out the provisions hereof shall be paid by the Employer.


                                      -11-


                                    ARTICLE X
                                  MISCELLANEOUS

10.01 NON-GUARANTEE OF EMPLOYMENT

         Nothing  contained  in the Plan shall be  construed  as a  contract  of
         employment  between the Employer and any Participant,  or as a right of
         any such Participant to be continued in the employment of the Employer,
         or as a  limitation  on the  right  of the  Employer  to deal  with any
         Participant, as to his/her hiring, discharge, layoff, compensation, and
         all other  conditions  of employment in all respects as though the Plan
         did not exist.

10.02 RIGHTS UNDER PLAN

         Nothing in the Plan shall be construed to limit, broaden,  restrict, or
         grant any right to a Participant,  surviving  spouse or any beneficiary
         thereof under the Pension Plan, nor to grant any  additional  rights to
         any such  person  under  the  Pension  Plan,  nor in any way to  limit,
         modify,  repeal or otherwise  affect the  Employer's  right to amend or
         modify the Pension Plan.

10.03 AMENDMENTS/TERMINATION

         The  Employer  reserves  the right to amend or  terminate  this Plan by
         written instrument signed by a duly authorized  officer,  provided that
         no such amendment or termination shall reduce any benefits earned under
         the  terms  of the  Plan  prior  to the  date  of  the  termination  or
         amendment.

10.04 ON-ASSIGNABILITY 

         The benefits payable under the Plan shall not be subject to alienation,
         assignment,  garnishment, execution or levy of any kind and any attempt
         to cause any  benefits  to be so  subjected  shall  not be  recognized,
         except to the extent required by law.

10.05  CLAIMS PROCEDURE 

         Any Participant or Beneficiary of a deceased Participant may deliver to
         the Committee a written claim for a  determination  with respect to the
         amounts  distributable  to such claimant under the Plan. The procedures
         for handling  such request  shall follow the claims  procedures  of the
         Pension Plan.


                                      - 12-

10.06 ENTIRE AGREEMENT: SUCCESSORS

         The  Plan,  including  any  subsequently   adopted  amendments,   shall
         constitute  the entire  agreement or contract  between the Employer and
         any Participant  regarding the Plan. There are no covenants,  promises,
         agreements,  conditions  or  understandings,  either  oral or  written,
         between the Employer and any Participant relating to the subject matter
         hereof,  other  than  those  set  forth in the  Plan.  The Plan and any
         amendment  shall be binding on the parties hereto and their  respective
         heirs,  administrators,  trustees,  successors and assigns,  and on all
         designated beneficiaries of the Participant.

 10.07 CHANGE OF CONTROL

         Upon a Change of Control,  each Participant will become fully vested in
         a minimum  benefit  which is based on the  Participant's  Final Average
         Compensation,  Qualified Plan Benefit,  Supplemental Plan Benefit,  and
         Social Security  Benefit earned through the Change of Control date, and
         Credited  Service   determined   assuming  the  Participant  has  three
         additional years of Credited Service.  Furthermore, the minimum benefit
         payable on an  Early  Retirement  Date shall assume the  Participant is
         three years older.  Benefits,  reduced for commencement prior to Normal
         Retirement  Date, if  applicable,  should  commence at the later of the
         date the  Participant  terminates  employment  and the first day of the
         month  coincident  with  or  next  following  the  Participant's   55th
         birthday.

         A  Participant  shall  continue  to earn  benefits  under this Plan for
         employment which occurs subsequent to a Change of Control.  The benefit
         earned  as of a date  subsequent  to a Change of  Control  shall be the
         greater of the Accrued  Benefit as of such date and the minimum benefit
         as of  the  Change  of  Control  date.  The  vesting  which  occurs  in
         accordance  with the preceding  paragraph does not apply to benefits in
         excess of the minimum benefit.

10.08 SUCCESSOR EMPLOYER

         In  the   event   of  the   dissolution,   merger,   consolidation   or
         reorganization  of the  Employer,  provision  may be  made  by  which a
         successor  to all or a major  portion  of the  Employer's  property  or
         business shall continue the Plan, and the successor  shall have all the
         powers, duties and responsibilities of the Employer under the Plan.

10.09 FORFEITURE

         Except as provided in Section 10.07, the benefits  otherwise payable by
         the Plan on  behalf  of the  Participant  or his  beneficiary  shall be
         forfeited if any one of the following events occur:

         (a)   The  Participant,  during the twenty-four  month period following
               the  date  the   Participant's   employment   with  the  Employer
               terminates, becomes an officer,

                                     - 13 -



               director,  shareholder  (of  more  than  10%  of the  stock  of a
               corporation),  or  employer of a  corporation,  or the owner of a
               business,  or a member of a partnership which conducts a business
               in competition with the business of the Employer.

         (b)   The  Participant is discharged  from the Employer on the basis of
               fraud or dishonesty.

         (c)   Employment  with the  Employer is  terminated  prior to attaining
               both age 55 and five years of Credited Service.

1O.10   GOVERNING LAW

         This Plan shall be  construed  and  enforced in  accordance  with,  and
         governed by, the laws of the Commonwealth of  Massachusetts  and of the
         United States.

IN WITNESS  WHEREOF,  UST Corp. has caused this instrument to be executed in its
name and on its behalh on the 18th day of February ,1997.


                                             UST CORP.


                                             /s/ William Schwartz
                                             ------------------------------
                                             William Schwartz
                                      Title: Chairman of the Board

Attest:

/s/ Eric R.Fischer
----------------------
      (Seal)


                                      - 14-



                   UST CORP. EXECUTIVE POLICY COMMITTEE PLAN

                   ILLUSTRATIVE BENEFIT CALCULATION WORKSHEET

TARGET BENEFIT

  50% of Final Average Compensation                               ______________
  x Service Ratio = Credited Service/20 (not to exceed 1.0)     x ______________
  x Reduction for Early Commencement                            x ______________
  = Target Benefit                                              = ______________

- QUALIFIED PLAN BENEFIT payable at Benefit
  Commencement Date                                             - ______________

- SUPPLEMENTAL PLAN BENEFIT payable at Benefit
  Commencement Date                                             - ______________

- SOCIAL SECURITY BENEFIT payable at Benefit
  Commeneement Date                                             - ______________

= EXECUTIVE  POLICY  COMMITTEE PLAN BENEFIT
  payable as a single life annuity                              = ______________

x 50% Joint  and  Contingent  Annuity factor,
  if  married  at least one year                                x ______________

=  EXECUTIVE  POLICY COMMITTEE  PLAN BENEFIT
   payable as a 50% Joint and Contingent annuity                = ______________