UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
UST CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINING BALANCE SHEET

March 31, 1998

The following Unaudited Pro Forma Condensed Combining Balance Sheet
presents the combined financial position of UST Corp. ("UST") and subsidiaries
and Somerset Savings Bank and its subsidiaries ("Somerset") as of March 31,
1998, assuming the combination, which was consummated on July 20, 1998, had
occurred as of March 31, 1998.

The accompanying pro forma information is based on historical balance
sheet data of UST and Somerset as of March 31, 1998, giving effect to the
combination of UST and Somerset under the pooling of interests method of
accounting. The combination of Somerset with UST reflects the issuance of 0.19
shares of UST Common Stock in exchange for, and in cancellation of, each
outstanding share of Somerset Common Stock. The difference between the par value
of the UST Common Stock issued and the par value of the Somerset Common Stock
acquired ($14,741,000) has been recorded to Additional paid-in capital. The
Unaudited Pro Forma Condensed Combining Balance Sheet reflects an after-tax
charge for estimated merger and reorganization expenses of $5.3 million ($7.5
million pre-tax).

The Unaudited Pro Forma Condensed Combining Balance Sheet should be
read in conjunction with the Unaudited Pro Forma Condensed Combined Statements
of Income contained herein and the unaudited financial statements and notes
thereto of each of UST and Somerset. The unaudited financial statements of UST
are incorporated by reference in this Form 8-K. The unaudited statements of
Somerset are included as Exhibit 99.2 in this Form 8-K. The Unaudited Pro Forma
Condensed Combining Balance Sheet is presented for informational purposes only
and is not necessarily indicative of the combined financial position that would
have occurred if the combination of UST and Somerset had been consummated on
March 31, 1998, or at the beginning of the periods indicated or which may be
obtained in the near future.

UST Corp. and Subsidiaries
Unaudited Pro Forma Condensed
Combining Balance Sheet
March 31, 1998
(In thousands)

Historical Historical Adjustments Pro Forma
UST Somerset (Notes 1 & 2) Combined

Cash and due from banks,
and interest-bearing deposits $ 101,914 $ 8,417 $ 110,331
Federal funds sold and
other short-term investments 28,821 7,490 36,311
Securities:
Available-for-sale.......... 689,605 689,605
Held-to-maturity............ 84,663 84,663
---------- --------- ----------
Total................... 689,605 84,663 774,268
Loans, net of reserve for
possible loan losses........ 2,839,129 408,427 3,247,556
Premises, furniture and
equipment, net.............. 63,947 12,372 76,319
Intangible assets, net......... 55,987 55,987
Other property owned, net...... 1,370 4,402 5,772
Other assets................... 54,082 7,249 61,331
---------- --------- ----------
Total assets.......... $3,834,855 $ 533,020 $ - $4,367,875
========== ========= ======== ==========

Deposits:
Noninterest bearing......... 657,672 22,748 680,420
Interest bearing:
NOW...................... 56,391 30,452 86,843
Money market............. 678,470 48,909 727,379
Regular savings.......... 703,330 69,838 773,168
Time deposits............ 862,215 280,530 1,142,745
---------- --------- ----------
Total deposits........ 2,958,078 452,477 3,410,555

Borrowings..................... 474,679 38,447 513,126
Other liabilities.............. 51,497 3,446 5,300 60,243
---------- --------- ----------- ----------
Total liabilities..... 3,484,254 494,370 5,300 3,983,924

Stockholders' investment:
Common stock................ 18,636 16,727 (14,741) 20,622
Additional paid-in capital.. 118,767 18,692 14,741 152,200
Retained earnings........... 210,633 3,231 (5,300) 208,564
Accumulated Other
Comprehensive Income..... 2,326 2,326
Deferred compensation and
other.................... 239 239
---------- --------- --------- ----------
Stockholders' investment.... 350,601 38,650 (5,300) 383,951
---------- --------- --------- ----------
Total liabilities and
stockholders'
investment........ $3,834,855 $ 533,020 $ - $4,367,875
========== ========= =========== ==========

See accompanying Notes to Unaudited Pro Forma Condensed Financial Information.

UST CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED

COMBINED STATEMENTS OF INCOME SUMMARY

The following Unaudited Pro Forma Condensed Combined Statements of
Income give effect to UST's acquisition of Somerset by combining the results of
operations of UST for the three months ended March 31, 1998, with the results of
operations of Somerset for the three months ended March 31, 1998, on a pooling
of interests basis, assuming the combination, which was consummated on July 20,
1998, had occurred as of January 1, 1998. Income per weighted average common
share outstanding is based on the exchange ratio of 0.19 shares of UST for each
share of Somerset as specified in the Affiliation Agreement. The Unaudited Pro
Forma Condensed Combined Statements of Income should be read in conjunction with
the Unaudited Pro Forma Condensed Combining Balance Sheet appearing elsewhere in
this Form 8-K. The Unaudited Pro Forma Condensed Combining Balance Sheet
reflects an after-tax charge for estimated merger and reorganization expenses of
$5.3 million ($7.5 million pre-tax) for Somerset; however, since these expenses
are nonrecurring, they have not been reflected in the Unaudited Pro Forma
Condensed Combined Statements of Income. The pro forma combined statements of
income do not give effect to any anticipated cost savings in connection with the
combination. The Unaudited Pro Forma Condensed Combined Statements of Income are
presented for information purposes only and are not necessarily indicative of
the combined results of operations that would have occurred if the combination
of UST and Somerset had been consummated on January 1, 1998, or at the beginning
of the period indicated or which may be obtained in the future.

UST CORP. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(IN THOUSANDS, EXCEPT SHARE DATA)

Historical Historical Pro Forma
UST Somerset Combined

Interest income:
Interest and fees on loans........... $ 62,421 $ 9,945 $ 72,366
Interest and dividends on securities 10,729 1,432 12,161
Interest on federal funds sold and
other................................ 966 55 1,021
-------- -------- --------
Total interest income............. 74,116 11,432 85,548
-------- -------- --------
Interest expense:
Interest on deposits................. 20,543 5,057 25,600
Interest on borrowings............... 5,945 600 6,545
-------- -------- --------
Total interest expense............ 26,488 5,657 32,145
-------- -------- --------
Net interest income.................... 47,628 5,775 53,403
Provision for possible loan losses..... 975 975
-------- -------- --------
Noninterest income..................... 46,653 5,775 52,428
-------- -------- --------
Asset management fees................ 3,728 3,728
Fees and charges..................... 3,952 143 4,095
Gain on sale of assets............... 9 9
Securities gains, net................ 1,441 1,441
Other................................ 2,200 246 2,446
-------- -------- --------
Total noninterest income.......... 11,321 398 11,719
-------- -------- --------
Noninterest expense:
Salary and employee benefits......... 19,279 1,827 21,106
Occupancy and equipment.............. 5,682 404 6,086
Data processing services ............ 1,378 152 1,530
Professional and consulting.......... 966 110 1,076
Foreclosed asset and workout expense. 156 343 499
Other................................ 9,696 653 10,349
-------- -------- --------
Total noninterest expense......... 37,157 3,489 40,646
-------- -------- --------
Income before income taxes............. 20,817 2,684 23,501
Income taxes........................... 7,961 19 7,980
-------- -------- --------
Net income............................. $ 12,856 $ 2,665 $ 15,521
======== ======== ========

Per share data:
Basic earnings per share............. $ 0.43 $ 0.16 $ 0.47
Diluted earnings per share........... $ 0.42 $ 0.16 $ 0.46
Basic weighted average shares 29,800,873 16,665,406 32,967,300
Diluted weighted average shares...... 30,369,848 16,964,174 33,593,041

See accompanying Notes to Unaudited Pro Forma Condensed Financial Information.

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

NOTE 1:

The combination has been accounted for as a pooling of interests.
Accordingly, pro forma financial information assumes that the
combination was consummated as of the beginning of the periods
indicated herein. Certain reclassifications have been made to the
accounts of Somerset in the accompanying Unaudited Pro Forma Condensed
Combining Balance Sheet and Unaudited Pro Forma Condensed Combined
Statements of Income to conform to UST presentation. Pro forma results
of operations do not reflect nonrecurring items of income and expense
relating directly from the combination.

The effect of estimated one-time, after-tax charges of $5.3 million
($7.5 million pre-tax) recorded in connection with the combination has
been reflected in the accompanying Unaudited Pro Forma Condensed
Combining Balance Sheet as a reduction in retained earnings, and an
increase in other liabilities, net of a 40 percent tax benefit of $2.2
million, after excluding $2.1 million of nondeductible expense. These
changes have not been reflected in the Unaudited Pro Forma Condensed
Combined Statements of Income since they are nonrecurring. The pro
forma financial information does not give effect to any cost savings in
connection with the combination.

NOTE 2:

The pro forma stockholders' investment accounts of UST and Somerset
have been adjusted in the accompanying Unaudited Pro Forma Condensed
Combining Balance Sheet to reflect the issuance of shares of UST Common
Stock in exchange for all of the outstanding shares of Somerset Common
Stock. The number of shares of UST Common Stock issued pursuant to the
acquisition of Somerset were based upon the number of Somerset shares
outstanding as of July 20, 1998 for Somerset. The exchange ratio of
0.19 shares of UST Common Stock for each share of Somerset Common Stock
is specified in the Affiliation Agreement. The differences between the
par value of the UST Common Stock issued ($0.625 per share) and the par
value of the Somerset Common Stock acquired ($1.00 per share) has been
recorded to Additional paid-in capital.

NOTE 3:

Pro forma earnings per share amounts in the accompanying Unaudited Pro
Forma Condensed Combined Statements of Income are based on the weighted
average number of common shares of the constituent companies
outstanding during each period assuming an exchange ratio of 0.19
shares of UST Common Stock for each share of Somerset Common Stock.