1 Exhibit 99(b) REVOCABLE PROXY WALDEN BANCORP, INC. /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE SPECIAL MEETING OF STOCKHOLDERS DECEMBER 17, 1996 1. Approval of the Affiliation Agreement, including THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS the Plan of Merger with UST Corp. dated as of August 30, 1996, and the transactions contemplated thereby. The undersigned hereby appoints David E. Bradbury, Josiah For Against Abstain S. Cushing, II and each of them with full powers of substitution, to / / / / / / act as attorneys and proxies for the undersigned to vote all shares of Common Stock of Walden Bancorp, Inc. ("Walden") which the undersigned is entitled to vote at the Special Meeting of Stockholders, to be held at the Westford Regency Inn and Conference Center on Tuesday, December 17, 1996 at 11:00 a.m., and any and all adjournments thereto. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PERSONS NAMED IN THIS PROXY IN THEIR DISCRETION. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXY HOLDERS TO VOTE WITH RESPECT TO APPROVAL OF THE MINUTES OF THE PRIOR MEETING OF STOCKHOLDERS, AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING. -------------------- Should the undersigned be present and elect to vote all Please be sure to sign and date Date the Meeting or any adjournment thereof and after this Proxy in the box notification to the Clerk of Walden at the Meeting of the - ------------------------------------------------------------------------ stockholder's decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. Stockholder sign above Co-holder (if any) sign above THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSITION. - ------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Detach above card, sign, date and mail in postage paid envelope provided WALDEN BANCORP, INC. - ------------------------------------------------------------------------------------------------------------------------------------ The above singed acknowledges receipt from Walden prior to the execution of this proxy of a notice of the Meeting and a Joint Proxy Statement-Prospectus dated November 5, 1996. Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee, or guardian, please give your full title. If shares are held jointly, each holder should sign. PLEASE ACT PROMPTLY SIGN, DATE & MAIL YOUR PROXY CARD TODAY - ------------------------------------------------------------------------------------------------------------------------------------