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EXHIBIT 10(t)
February 1, 1995
PRIVILEGED AND CONFIDENTIAL
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Mr. James M. Breiner
3200 Park Avenue, #9E2
Bridgeport, CT 06606
Dear Jim:
This letter agreement ("Letter Agreement") is intended to summarize
the terms of UST Corp.'s agreement with you concerning your resignation as a
member of UST Corp.'s Board of Directors and as a member and Chairman of the
Board of Directors of UST Bank/Connecticut.
1. By signing below, you are resigning effective February 28, 1995 as
a Director of UST Corp. and as a Director and Chairman of the Board of UST
Bank/Connecticut.
2. In recognition of certain additional remuneration from UST Corp.
that you will be foregoing as a result of your resignation, UST Corp. will make
a lump sum payment to you of $32,500 on February 28, 1995.
3. You agree to provide guidance through December 31, 1995 to the
President and Chairman of the Board of UST Bank/Connecticut, at their request,
concerning UST Bank/Connecticut's strategies and customers.
4. You agree that from the date hereof to June 30, 1997, you will not
become a member of the Board of Directors of (or serve a comparable function
for) another financial institution (commercial bank, savings bank, savings and
loan, bank holding company or thrift holding company) which directly (or
indirectly through subsidiaries) has offices or branches located in either or
both of Fairfield County or New Haven County, Connecticut. You further agree
that from the date hereof to June 30, 1997, you will not directly or
indirectly, for your own account or for the account of any financial
institution with offices, branches, or subsidiaries located in either Fairfield
County or New Haven County, Connecticut, directly or indirectly (i) solicit the
business of persons whom you know to be customers of UST Bank/Connecticut or
USTrust with regard to the provision of any type of financial service; or (ii)
after notice from UST Corp., UST Bank/Connecticut, or USTrust that any person
or persons is or are a customer, commence or continue the solicitation of such
business from such person. The foregoing shall not be construed as prohibiting
you from continuing to serve as a Director or Officer of First Connecticut
Capital Corp. or State Street Mortgage Company nor from using your personal
funds to make a small number of second mortgage loans of types not generally
provided by UST Bank/Connecticut.
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Mr. James M. Breiner
February 1, 1995
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5. This Letter Agreement was subject to receipt of regulatory
clearance from the Federal Reserve Bank of Boston and the Office of the
Massachusetts Commissioner of Banks. Such regulatory clearance was received by
UST Corp. on January 23, 1995.
6. Under the terms of the UST Corp. Directors' Stock Option Plan (the
"Stock Plan"), you will have 90 days from the effective date of your
resignation to exercise your right to purchase up to 5,250 shares of UST Corp.
common stock at $6.0714 per share. As provided by the Stock Plan, if you do
not exercise your options within that 90 day time period, your right to
exercise those options will expire.
7. You will be given an opportunity to review and approve any portion
of the UST Press Release relating to your resignation as a Director of UST
Corp. and as a Director and Chairman of the Board of UST Bank/Connecticut.
8. You will continue to receive payments under the Deferred
Compensation Plan (the "Plan") dated June 1, 1985, between you and UST Corp.,
as successor to the Valley Bank and Trust Company. Under this Plan, you will
continue to receive payments of $692.83 per month through June 30, 1999. As
provided for by the Plan, should you die before that date, the net present
value of the remaining payments due under the Plan will be paid to your
beneficiary. Within 90 days of February 28, 1995, you will also receive a
stock certificate representing your aggregate interest in UST Corp.'s Deferred
Compensation Program.
9. All other benefits to you from UST Corp. and UST Bank/Connecticut,
not covered above, will cease as of the date hereof.
On behalf of the Boards of Directors of UST Corp. and UST
Bank/Connecticut, I want to express our gratitude to you for more than 21 years
of outstanding service.
Very truly yours,
/s/ Neal F. Finnegan
Neal F. Finnegan
President and
Chief Executive Officer
AGREED AND ACCEPTED:
/s/ James M. Breiner
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James M. Breiner
cc: Eric R. Fischer, Clerk
Linda J. Lerner, Senior Vice President/Human Resources