EXHIBIT 10(i)(ii)

                               CLERK'S CERTIFICATE

     I,  Eric R.  Fischer,  Clerk  of UST  Corp.,  do  hereby  certify  that the
following  is a true  copy of a vote  duly  adopted  by said  Board at a regular
meeting  thereof held on September 17, 1996, a quorum of Directors being present
and voting throughout:

         VOTED:   that, upon the recommendation of UST Corp.'s Employee Benefits
                  Committee,  the Board hereby  amends the UST Employee  Savings
                  Plan,  effective  January 1, 1997:  (i) to improve the Company
                  match to 100% of the first 2% contributed  and 25% of the next
                  4%  (maximum  Company  match  equals  3% of pay);  AND (ii) to
                  increase the maximum  employee  contribution  from 10% to 12%;
                  AND (iii) to allow employees who are regularly scheduled,  for
                  more than 20 hours and on the payroll by November 15, 1996, to
                  join the Plan as of January 1, 1997; AND (iv) to authorize the
                  Senior Vice  President/Human  Resources to take such steps and
                  to execute such documents as may be required (or deemed by her
                  desirable) to effect this amendment.

     I do hereby certify that the above vote has not been rescinded,  revoked or
modified and has been duly entered in the minute books of UST Corp.

     IN WITNESS  WHEREOF,  I  have  hereunto set my hand and affixed  hereto the
seal of UST Corp. this 2nd day of October, 1996.

                                             UST Corp.
         (SEAL)
                                             /s/ Eric R. Fischer
                                             -----------------------
                                             Eric R. Fischer
                                             Clerk