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                                                                   Exhibit 10.18

                      EXECUTIVE DEFERRED COMPENSATION PLAN
                                       OF
                             U.S. TRUST CORPORATION

                AS AMENDED AND RESTATED THROUGH NOVEMBER 1, 1996
                                      -----


1. PURPOSE

         The Plan hereinafter set forth represents a continuation of the
Executive Deferred Compensation Plan maintained by U.S. Trust Corporation before
its merger with The Chase Manhattan Corporation ("Chase") pursuant to the
Agreement and Plan of Merger dated as of November 18, 1994 between Chase and
U.S. Trust Corporation (the "Merger Agreement"). The Plan was amended and
restated effective as of September 1, 1995 (a) to reflect the transfer of the
Plan to and its adoption by the Corporation, and the Corporation's assumption of
and becoming solely responsible for all liabilities and obligations of U.S.
Trust Corporation under the Plan, effective immediately before the "New Holdings
Distribution", as defined in the Merger Agreement, (b) to reflect the
"Distribution" and the "Merger", as defined in the Merger Agreement, and (c) to
make certain other changes. The Plan has been further amended to make certain
changes in the Plan's Earnings Crediting Options effective as of July 1, 1996,
and to eliminate the crediting of Supplemental ESOP Contribution amounts under
Section 5 of the Plan effective for 401(k) Plan Years beginning on or after
January 1, 1996, to change the date by which deferral elections must be made
under Section 3 of the Plan effective for Plan Years beginning on or after
January 1, 1997, and to make certain other changes.

         The purpose of the Plan is to provide Eligible Officers of the
Corporation with an opportunity to defer payment of certain portions of their
compensation, at their election, in accordance with the provisions herein set
forth.

         The Plan is intended to constitute an unfunded plan of deferred
compensation for "a select group of management or highly compensated employees"
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

2. DEFINITIONS

         As used herein, the following terms shall have the following meanings:
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         "ACCOUNT" or "ACCOUNTS" shall mean the account or accounts established
for a Participant pursuant to Section 6.

         "AFFILIATED COMPANIES" shall mean (i) with respect to U.S. Trust
Corporation, each of its direct or indirect subsidiaries, and (ii) with respect
to the Corporation, each of its direct or indirect subsidiaries.

         "AIP CASHOUT PAYMENT" shall mean the payment which, in the absence of
an election by an Eligible Officer under Section 4, would be made to the
Eligible Officer upon the consummation of the Merger with respect to the unpaid
balance of his or her account under the Annual Incentive Plan of U.S. Trust
Corporation.

         "AWARD" shall mean any award made to a Participant under the Executive
Incentive Plan of U.S. Trust Corporation or the 1995 Annual Incentive Plan of
U.S. Trust Corporation, and any award made to a Participant under the 1990
Annual Incentive Plan of United States Trust Company of New York and Affiliated
Companies.

         "BENEFICIARY" shall mean the person or persons designated by a
Participant in accordance with Section 9 to receive any amount payable under the
Plan by reason of his or her death.

         "BOARD OF DIRECTORS" shall mean (i) with respect to periods prior to
the Chase Merger Closing Date, the Board of Directors of U.S. Trust Corporation,
and (ii) with respect to periods after the Chase Merger Closing Date, the Board
of Directors of the Corporation.

         "CHANGE IN CONTROL" shall mean that any of the following has occurred
after the Chase Merger Closing Date:

                  (i) 20% or more of the common shares of the Corporation has
         been acquired by any person (as defined by Section 3(a)(9) of the
         Securities Exchange Act of 1934) other than directly from the
         Corporation;

                  (ii) there has been a merger or equivalent combination after
         which 49% or more of the voting shares of the surviving corporation is
         held by persons other than former shareholders of the Corporation; or

                  (iii) 20% or more of the directors elected by shareholders to
         the Board of Directors are persons who were not nominated by the Board
         of Directors or the Executive Committee of the Board of Directors in
         the most recent proxy statement of the Corporation;

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provided, however, that notwithstanding anything in the Plan to the contrary no
Change in Control shall be deemed to have occurred, and no right to receive any
amount that becomes payable upon a Change in Control as provided in Section 8
shall exist, to the extent that the Board of Directors so directs by resolution
adopted prior to the Change in Control, or not later than 45 days after the
Change in Control if the percentage of the Corporation's common shares acquired
or directors elected under clauses (i) or (iii) of the foregoing definition of
Change in Control shall be at least 20% but less than 25%. Any resolution of the
Board of Directors adopted in accordance with the provisions of this definition
directing that a Change in Control shall be deemed not to have occurred for
purposes of this Plan may be rescinded or countermanded at any time with or
without retroactive effect.

         "CHASE MERGER CLOSING DATE" shall mean the "Closing Date" as defined in
Section 1.2 of the Merger Agreement.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "COMMITTEE" shall mean the Compensation and Benefits Committee of the
Board of Directors.

         "CORPORATION" shall mean New USTC Holdings Corporation, which will
assume the name of "U.S. Trust Corporation" as of the time the New Holdings
Distribution is effective.

         "ELIGIBLE COMPENSATION" shall mean, with respect to any Eligible
Officer for any Plan Year beginning on or after January 1, 1997, (i) the portion
of any Award that becomes payable in cash to the Eligible Officer during such
year as reduced by the sum of (A) the amount of any ESOP Contribution to be
made to the 401(k) Plan on behalf of the Eligible Officer with respect to such
Award, and (B) any amount that is contributed to the 401(k) Plan on the Eligible
Officer's behalf with respect to such Award pursuant to the Eligible Officer's
election under the applicable provisions of the 401(k) Plan; (ii) the portion of
any commissions (including any "trail" commissions and any commission
"overrides") that is payable in cash to the Eligible Officer during such year
(but, in the case of any amount payable during such year with respect to
commissions that were earned prior to the start of such year, only to the extent
of such of those commissions as were earned after the date on which the Eligible
Officer filed his or her deferral election for such year under Section 3),
exclusive of (A) the amount of any such commissions that are included in the
Eligible Officer's base compensation for any Plan Year pursuant to the Eligible
Officer's election, and (B) the amount by which any such commissions are reduced
with respect to any ESOP Contribution made to the 401(k) Plan on behalf of the
Eligible Officer; and (iii) the portion of any bonus or incentive payments that
is payable in cash to the Eligible Officer pursuant to any employment agreement
between the Eligible Officer and the Corporation (or, for periods prior to the
Chase Merger Closing Date, U.S. Trust Corporation) or any of its Affiliated
Companies, to the extent earned during such year, regardless of the year in
which such bonus or incentive payments are payable.

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         "ELIGIBLE OFFICER" shall mean any officer of the Corporation (or, for
periods prior to the Chase Merger Closing Date, of U.S. Trust Corporation) or
any of its Affiliated Companies at or above the rank of Vice President, who, for
the Plan Year immediately preceding (i) the Plan Year in which such officer
first makes a deferral election under Section 3 or 4 (or made a deferral
election under Section 3 of the Prior Plan), or (ii) the Plan Year in which a
Supplemental ESOP Contribution amount was first credited to such officer's
Account pursuant to Section 5, had total compensation in excess of $150,000. For
this purpose an officer's "total compensation" for any Plan Year shall mean the
sum of (i) the aggregate amount reported as the officer's compensation from the
Corporation (or, for periods prior to the Chase Merger Closing Date, from U.S.
Trust Corporation) and its Affiliated Companies in Form W-2 filed with respect
to the officer for such year, for Federal income tax purposes; (ii) the
aggregate amount of all 401(k) Contributions and ESOP Contributions made on
behalf of the officer for such year under the 401(k) Plan; and (iii) the
aggregate amount of all salary reduction contributions made on behalf of the
officer for such year under the Employees' Flexible Spending Plan of United
States Trust Company of New York and Affiliated Companies. For any Plan Year
beginning on or after January 1, 1995, the $150,000 amount referred to in the
second preceding sentence shall be adjusted to the extent necessary for such
amount to equal the amount of the limitation on annual compensation in effect
for such year under section 401(a)(17) of the Code. Notwithstanding the
foregoing, an officer's "total compensation" for the Plan Year beginning on
January 1, 1995 shall not include the amount of any AIP Cashout Payment, or the
amount of any Stock Option Cashout Payment, that becomes payable to the officer
during such Plan Year.

         "ESOP CONTRIBUTION" shall mean, for any 401(k) Plan Year, the ESOP
Contribution to be made on behalf of a Participant under the provisions of the
401(k) Plan in effect for such Plan Year.

         "401(K) PLAN" shall mean the 401(k) Plan and ESOP of United States
Trust Company of New York and Affiliated Companies.

         "401(K) PLAN YEAR" shall mean the "Plan Year" as defined in the 401(k)
Plan.

         "PARTICIPANT" shall mean any Eligible Officer (i) who has made an
election under Section 3 hereof (or under Section 3 of the Prior Plan) to defer
any portion of his or her Eligible Compensation for any Plan Year , (ii) who has
made an election under Section 4 hereof to defer any portion of his or her 1995
Cashout Payments (as defined in Section 4), or (iii) whose Account or Accounts
have been credited with a Supplemental ESOP Contribution amount for any 401(k)
Plan Year pursuant to Section 5 hereof.

         "PLAN" shall mean the Executive Deferred Compensation Plan of U.S.
Trust Corporation, as set forth herein and as amended from time to time.

         "PLAN YEAR" shall mean the calendar year.

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         "PRIOR PLAN" shall mean the Executive Deferred Compensation Plan of
U.S. Trust Corporation, as in effect prior to the Chase Merger Closing Date.

         "RETIREMENT" shall mean a Participant's termination of employment with
the Corporation (or, for periods prior to the Chase Merger Closing Date, with
U.S. Trust Corporation) and its Affiliated Companies for any reason other than
death if, as of the date of the Participant's termination of employment, (i) the
Participant has attained age 65 or (ii) the sum of Participant's age and the
number of his or her "Years of Service", as defined in the 401(k) Plan, is at
least equal to 80. In addition, in the case of any Participant who becomes
entitled to receive benefit payments under the long-term disability plan
maintained by the Corporation or any of its Affiliated Companies and who
continues to receive payments under such plan throughout the entire period
ending on the date on which the Participant first meets the age, or the age and
service, requirements set forth in clause (i) or (ii) above, such Participant
shall be treated, for purposes of the Plan, as having terminated employment with
the Corporation and its Affiliated Companies as a result of Retirement, on the
first day of the month following the date on which the Participant first meets
such requirements. In applying clause (ii) above for this purpose, the
Participant's "Years of Service" shall include the number of calendar years (or
part thereof) during which the Participant has received benefits payments under
such long-term disability plan.

         "STATUTORY LIMITATIONS" shall mean, with respect to any 401(k) Plan
Year, the limitations imposed under sections 401(a)(17) and 415 of the Code with
respect to the amount of compensation that may be taken into account in
calculating contributions on behalf of any Member, and the amount of
contributions that may be allocated to a Member's account, under the 401(k) Plan
for such year.

         "STOCK OPTION CASHOUT PAYMENT" shall mean the payment which, in the
absence of an election by an Eligible Officer under Section 4, would be made to
the Eligible Officer upon the consummation of the Merger with respect to the
shares subject to any unexercised stock option granted to the Eligible Officer
under the 1989 Stock Compensation Plan of U.S. Trust Corporation or under the
United States Trust Company of New York and Affiliated Companies 1986 Stock
Option Plan.

3. DEFERRAL OF ELIGIBLE COMPENSATION

         With respect to each Plan Year beginning on or after January 1, 1994,
an Eligible Officer may elect to have payment of any part or all of his or her
Eligible Compensation for such year deferred, and to have payment of such
portion made under the terms of this Plan. Any such election shall be made in
accordance with the following rules:

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         (a) A deferral election shall be made in writing, on a form provided by
the Committee for such purpose.

         (b) In the election form, the Eligible Officer (i) shall specify, by
amount or percentage (which must be an even multiple of 5%), the portion of his
or her Eligible Compensation the Eligible Officer wishes to defer (the amounts
so deferred are hereinafter referred to as the Eligible Officer's "Deferred
Amounts"), and (ii) shall specify, by percentage (which must be an even multiple
of 5%), the portions of the Eligible Officer's Deferred Amounts that he or she
wishes to have allocated, respectively, to the Lump Sum Payment Account and to
the Installment Payment Account established for the Eligible Officer pursuant to
Section 6.

         (c) Notwithstanding the provisions of (b) above, (i) in the case of any
Eligible Officer whose employment terminates during the Plan Year beginning on
January 1, 1995 (the "1995 Plan Year") as a result of Retirement, all of such
officer's Deferred Amounts with respect to his or her Eligible Compensation for
the 1995 Plan Year shall be allocated to such officer's Installment Payment
Account; (ii) in the case of any Eligible Officer whose employment terminates
during the 1995 Plan Year other than as a result of Retirement and who either is
a "Retained Employee" as defined in Section 5.8 of the Merger Agreement, or is
not a Retained Employee but whose employment terminates as a result of staff
reductions associated with the Distribution and the Merger, all of such
officer's Deferred Amounts with respect to his or her Eligible Compensation for
the 1995 Plan Year shall be allocated to the Special 1995 Deferral Account
established for such officer pursuant to Section 6; and (iii) in the case of any
Eligible Officer whose employment terminates as a result of Retirement during
the 1995 Plan Year or any later Plan Year, all of such officer's Deferred
Amounts with respect to his or her Eligible Compensation for the Plan Year
following the Plan Year in which such officer's employment so terminates shall
be allocated to such officer's Installment Payment Account or, if such officer
made an election under Section 8(e), to the Retiree Payment Account established
for such officer pursuant to Section 6(f).

         (d) An Eligible Officer's election to defer Eligible Compensation for
any Plan Year beginning on or after January 1, 1995 but before January 1, 1997
shall be filed with the Committee by no later than November 15 of the preceding
Plan Year. An Eligible Officer's election to defer Eligible Compensation for any
Plan Year beginning on or after January 1, 1997, shall be filed with the
Committee by no later than December 15 of the preceding Plan Year, or by such
other date as the Committee may determine in its discretion, subject, however,
to the limitation in paragraph (f)(iii) below. Notwithstanding the foregoing, in
the case of any Eligible Officer described in Section 3(c)(i) or (ii) whose
employment terminates on or prior to the Chase Merger Closing Date, such
officer's election to defer Eligible Compensation for the 1995 Plan Year shall
be filed with the Committee by no later than March 17, 1995.

         (e) Any deferral election made by an Eligible Officer with respect to
his or her Eligible Compensation for a Plan Year, and any election made by an
Eligible Officer as to the allocation

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of the Eligible Officer's Deferred Amounts for such year to his or her Accounts,
shall be irrevocable except as otherwise provided in Section 8(d) or (e).

         (f) Notwithstanding any other provision herein to the contrary, a
deferral election otherwise permitted to be made hereunder shall be subject to
the following requirements:

                  (i) no amount may be deferred pursuant to an Eligible
         Officer's election unless such amount equals or exceeds $1,000;

                  (ii) no portion of an Eligible Officer's Eligible Compensation
         may be deferred hereunder to the extent that any tax is required to be
         withheld from such portion pursuant to applicable federal, state or
         local law;

                  (iii) no portion of an Eligible Officer's Eligible
         Compensation may be deferred hereunder to the extent that such portion
         has been earned prior to the date on which the Eligible Officer's
         election to defer such portion has been filed with the Committee; and

                  (iv) no amount may be deferred pursuant to an Eligible
         Officer's election hereunder for a period of 12 months following the
         Eligible Officer's receipt of a hardship withdrawal under Section 10.1
         of the 401(k) Plan.

4. DEFERRAL OF 1995 CASHOUT PAYMENTS

         An Eligible Officer may elect to have any part or all of his or her AIP
Cashout Payment, and any part or all of his or her Stock Option Cashout Payment
(such payments are collectively referred to herein as an Eligible Officer's
"1995 Cashout Payments") deferred, and to have payment of such portions made
under the terms of this Plan. Any such election shall be made in accordance with
the following rules.

         (a) A deferral election with respect to an Eligible Officer's 1995
Cashout Payments shall be made in writing, on a form provided by the Committee
for such purpose.

         (b) In the election form, the Eligible Officer (i) shall specify, by
amount or percentage (which must be an even multiple of 5%), the portions of his
or her 1995 Cashout Payments the Eligible Officer wishes to defer, and (ii)
shall specify, by percentage (which must be an even multiple of 5%), the
portions of the amounts so deferred that the Eligible Officer wishes to have
allocated, respectively, to his or her Lump Sum Payment Account and to his or
her Installment Payment Account.

         (c) Notwithstanding the provisions of (b) above, (i) in the case of any
Eligible Officer described in Section 3(c)(i), all amounts deferred with respect
to such officer's 1995 Cashout Payments shall be allocated to such officer's
Installment Payment Account, and (ii) in the case 

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of any Eligible Officer described in Section 3(c)(ii), all amounts deferred with
respect to such officer's 1995 Cashout Payments shall be allocated to the
Special 1995 Deferral Account established for such officer pursuant to Section
6.

         (d) An Eligible Officer's election to defer his or her 1995 Cashout
Payments shall be filed with the Committee by no later than March 17, 1995.

         (e) Any deferral election made by an Eligible Officer with respect to
his or her 1995 Cashout Payments, and any election made by an Eligible Officer
as to the portions of the amounts so deferred that are to be allocated to the
Eligible Officer's Accounts, shall be irrevocable except as otherwise provided
in Section 8(d) or (e).

         (f) Notwithstanding any other provision herein to the contrary, no
portion of an Eligible Officer's 1995 Cashout Payments may be deferred hereunder
to the extent that any tax is required to be withheld from such portion pursuant
to applicable federal, state or local law.

5. DEFERRAL OF SUPPLEMENTAL ESOP CONTRIBUTION AMOUNTS

         For each 401(k) Plan Year beginning on or after January 1, 1994 and
before January 1, 1996 for which any portion of the ESOP Contribution that
otherwise would have been made to the 401(k) Plan on behalf of an Eligible
Officer cannot be made, or cannot be allocated (or cannot result in the
allocation of ESOP Stock) to such officer's account under the 401(k) Plan,
because of the Statutory Limitations, there shall be credited to such Officer's
Account or Accounts hereunder an amount equal to the excess of (i) the amount of
the ESOP Contribution for such year that would have been made on the Eligible
Officer's behalf and that would have been allocated (or that would have resulted
in the allocation of ESOP Stock) to the Eligible Officer's account under the
401(k) Plan in the absence of the Statutory Limitations, over (ii) the amount of
the ESOP Contribution for such year that was made on the Eligible Officer's
behalf and that was allocated (or that resulted in the allocation of ESOP Stock)
to the Eligible Officer's account under the 401(k) Plan. The amount to be so
credited for any 401(k) Plan Year is hereinafter referred to as an Eligible
Officer's "Supplemental ESOP Contribution amount" for such year. Notwithstanding
the foregoing, the Supplemental ESOP Contribution amount otherwise to be
credited to the Eligible Officer's Account or Accounts for any 401(k) Plan Year
shall be reduced by the amount of any tax required to be withheld therefrom
pursuant to applicable federal, state or local law.

         For each 401(k) Plan Year, each Eligible Officer may make an election
as to the portions of the Supplemental ESOP Contribution amount to be credited
to such officer for such year that are to be allocated, respectively, to the
Eligible Officer's Lump Sum Payment Account and to his or her Installment
Payment Account. Such election shall be made in writing, on a form provided by
the Committee for such purpose. The form shall be filed with the Committee by no
later than November 15 of such 401(k) Plan Year, or by such other date as the
Committee may 

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determine in its discretion. In the event that an Eligible Officer fails to make
a timely election as to the allocation of his or her Supplemental ESOP
Contribution amount for a 401(k) Plan Year, all of such Supplemental ESOP
Contribution amount shall be allocated to the Eligible Officer's Lump Sum
Payment Account.

         Notwithstanding the foregoing, in the case of any Eligible Officer
whose employment terminates prior to the end of a 401(k) Plan Year as a result
of Retirement, all of the Supplemental ESOP Contribution amount to be credited
to such officer's Account hereunder for such year shall be allocated to the
officer's Installment Payment Account or, if he or she has made an election
under Section 8(e), to the Retiree Payment Account established for such officer
pursuant to Section 6(f).

6. ACCOUNTS

         There shall be established and maintained on the books and records of
the Corporation, for bookkeeping purposes only, separate Accounts for each
Participant, to reflect the Participant's interest under the Plan. Such Accounts
shall be established and maintained in accordance with the following provisions:

         (a) For each Participant, there shall be established a Lump Sum
Payment Account and an Installment Payment Account, and for each Participant
described in Section 3(c)(ii), there shall be established a Special 1995
Deferral Account.

         (b) As of the time this Plan is adopted by the Corporation, each
Participant's Lump Sum Payment Account and Installment Account shall be
credited, respectively, with amounts equal to the balances of the Lump Sum
Payment Account and the Installment Payment Account maintained for the
Participant under the Prior Plan, determined as of the close of business on the
day preceding the Chase Merger Closing Date.

         (c) A Participant's Lump Sum Payment Account, Installment Account,
Retiree Payment Account, and Special 1995 Deferral Account shall be credited
with amounts equal to that portion of the Participant's Deferred Amounts for
each Plan Year beginning on or after January 1, 1995 that the Participant has
elected under Section 3(b) to have allocated to each such Account, or that are
required to be allocated to such Account pursuant to Section 3(c). Such amounts
shall be so credited to the Participant's Account or Accounts as of the first
business day of the calendar month following the month in which the amounts in
question would have been paid to the Participant had the Participant not elected
under Section 3 to have payment of such amounts deferred under this Plan.

         (d) A Participant's Lump Sum Payment Account, Installment Payment
Account and Special 1995 Deferral Account shall be credited with amounts equal
to that portion of the amounts deferred with respect to the Participant's 1995
Cashout Payments that the Participant

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has elected under Section 4(b) to have allocated to each such Account, or that
are required to be allocated to such Account pursuant to Section 4(c). Such
amounts shall be so credited to the Participant's Account or Accounts as of the
Chase Merger Closing Date.

         (e) A Participant's Lump Sum Payment Account and Installment Payment
Account, or the Participant's Retiree Payment Account, shall be credited with
amounts equal to that portion of the Participant's Supplemental ESOP
Contribution amount for each 401(k) Plan Year that the Participant has elected
to have allocated to each such Account, or which is required to be allocated to
such Account pursuant to Section 5. Such amounts shall be so credited as of the
first day of March following the 401(k) Plan Year for which such Supplemental
ESOP Contribution amount is to be credited.

         (f) A Retiree Payment Account shall be established and maintained for
each Participant who elects under Section 8(e) to have payment with respect to
his or her Account or Accounts made in the manner therein provided.

         (g) A Participant's Accounts shall be adjusted to reflect all Earnings
(as defined in paragraph (a) of Section 7) or interest to be credited to such
Accounts pursuant to Section 7, all transfers to or from such Accounts pursuant
to Section 8(d)(ii) or (e), and all payments made with respect to the
Participant's Account balances pursuant to Section 8.

         (h) A Participant's interest in each of his or her Accounts shall be
fully vested and nonforfeitable at all times.

7. CREDITING OF EARNINGS

         Until payment with respect to a Participant's Accounts has been made in
full, the Participant's Accounts shall be credited, with respect to periods
beginning on and after July 1, 1996, with Earnings or interest in accordance
with the following provisions:

         (a) As of the last day of each calendar month, each part of the balance
of each of a Participant's Accounts for which a separate Earnings Crediting
Option (as hereinafter defined) is in effect pursuant to the Participant's
election hereunder shall be credited with an amount determined by multiplying
such part of the balance of the Participant's Account by a percentage
corresponding to the Applicable Rate of Return (as hereinafter defined) for such
month under such Earnings Crediting Option. The amount so credited (which may be
positive or negative depending on whether the Applicable Rate of Return for the
month is positive or negative) is referred to herein as "Earnings".

         (b) For purposes of this Section 7, the term "Earnings Crediting
Option" shall mean, as of any date of reference on or after July 1, 1996, any
one of the following: the S&P 500 Index, 

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the Lehman Bros. Government/Corporate Bond Index, and the IBC's Money Fund
Report First Tier Average. 

         Notwithstanding the foregoing, the Committee may at any time, in its
sole discretion, determine (i) that any option referred to in the preceding
paragraph shall cease to constitute an Earnings Crediting Option for purposes of
this Plan, or (ii) that any other index or hypothetical investment fund or
referenced rate of return shall constitute an Earnings Crediting Option for
purposes of this Plan. Participants shall be notified in writing, at least 45
days in advance, of any change in the Plan's Earnings Crediting Options.

         (c) The "Applicable Rate of Return" for any month shall mean (i) in the
case of the S&P 500 Index, the percentage, as determined by the Committee, by
which (A) the value of such Index as of the last business day of such month, as
adjusted to reflect all income earned for such month on the securities included
in such Index, exceeds, or is less than, (B) the value of such Index as of the
last business day of the immediately preceding month, determined without taking
such adjustment into account; (ii) in the case of the Lehman Bros.
Government/Corporate Bond Index, the percentage, as determined by the Committee,
by which the value of such Index as of the last business day of such month,
exceeds, or is less than, the value of such Index as of the last business day of
the immediately preceding month; (iii) in the case of the IBC's Money Fund
Report First Tier Average, the rate of return corresponding to the 7-day
compounded yield for such Average, for the period ending on, or most recently
prior to, the last business day of such month; and (iv) in the case of any other
Earnings Crediting Option, the rate of return applicable for such month, as
determined by the Committee in its sole discretion.

         (d) A Participant may make elections with respect to the Earnings
Crediting Options that are to apply on and after July 1, 1996 with respect to
his or her Accounts other than his or her Retiree Payment Account, in accordance
with the following rules:

                  (i) a Participant may elect to have any part or all of the
         balance of any such Account credited with Earnings under any Earnings
         Crediting Option available under the Plan at the time of his or her
         election.

                 (ii) each Participant for whom any such Account was being
         maintained on May 15, 1996 shall make an initial election as to the
         Earnings Crediting Options that are to apply with respect to each such
         Account on and after July 1, 1996. Such election shall be made in
         writing, on a form provided by the Committee for such purpose, and such
         form shall be filed with the Committee by no later than June 14, 1996.
         In such election form, the Participant shall specify, by percentages
         (which must be even multiples of 5%) the respective parts of the
         balance of each such Account that are to be credited with Earnings
         under each of the Earnings Crediting Options designated by the
         Participant in such form. If a Participant fails to make such election
         by June 14, 1996, the Participant shall be deemed to have selected the
         IBC's Money Fund Report First Tier Average as the Earnings Crediting
         Option to apply to the entire balance of each such Account.

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                (iii) each Eligible Officer who becomes a Participant on or at
         any time after May 15, 1996 shall make an initial election as to the
         Earnings Crediting Options that are to apply with respect to an Account
         at the time the Participant first elects under Section 3 or 5 to have
         any amount allocated to that Account. Such election shall be made in
         the election form in which the Participant makes his or her election
         under Section 3 or 5 to have such amount allocated to that Account. In
         such election form, the Participant shall specify, in the same manner
         as described in clause (ii) above, the respective parts of the balance
         of such Account that are to be credited with Earnings under each of the
         Earnings Crediting Options designated by the Participant in such form.
         If a Participant has failed to make a timely election as to the
         Earnings Crediting Options that are to apply to any Account prior to
         the date as of which an amount is first credited to such Account, the
         Participant shall be deemed to have selected the IBC's Money Fund
         Report First Tier Average as the Earnings Crediting Option to apply to
         the entire balance of such Account.

                 (iv) The Earnings Crediting Options selected (or deemed to have
         been selected) by a Participant with respect to an Account under clause
         (ii) or (iii) above shall remain in effect for that Account (and shall
         apply to all additional amounts allocated to such Account pursuant to
         any elections made by the Participant under Section 3 or 5 with respect
         to any subsequent Plan Years) until the Participant changes his or her
         election as to the Earnings Crediting Options for that Account in
         accordance with clause (v) below.

                  (v) A Participant may change the Earnings Crediting Options
         that are to apply with respect to the balance of an Account, or with
         respect to any Deferred Amounts to be credited to such Account for any
         Plan Year pursuant to the Participant's election under Section 3, by
         making a new election hereunder with respect to the balance of that
         Account, or with respect to such Deferred Amounts. Any such new
         election shall be made in writing, on a form which is provided by the
         Committee for such purpose and which the Participant files with the
         Committee. In such form, the Participant shall specify, in the same
         manner as described in clause (ii) above, the respective parts of the
         balance of such Account, or portions of such Deferred Amounts, that are
         to be credited with Earnings under each of the Earnings Crediting
         Options designated by the Participant in such form. Any new election
         made by a Participant hereunder with respect to the balance of any
         Account shall become effective as of the first day of the calendar
         month following the date on which such election is filed with the
         Committee, provided that it is so filed at least 15 days prior to such
         first day. Any new election made by Participant hereunder with respect
         to Deferred Amounts to be credited to such Account for any Plan Year
         shall be effective as of the date such Deferred Amounts are credited to
         such Account under Section 6(c). The Earnings Crediting Options
         selected by the Participant in such new election shall remain in effect
         with respect to the Participant's Account until the Participant again
         changes his or her election with respect to that Account in accordance
         with this clause (v).

                                       12
<PAGE>   13
         (e) As of the last day of each calendar month, the balance of a
Participant's Retiree Payment Account shall be credited with interest at a rate
equal to the monthly average constant maturity yield for a 10-year maturity on
U.S. Treasury securities, for the month preceding the month in which payments
with respect to the Participant's Retiree Payment Account commences.

         (f) If payment with respect to any Account maintained for a Participant
is to be made in form of annual installments pursuant to Section 8(c)(ii),
8(d)(i) or 8(e), such Account shall continue to be credited with Earnings or
interest in accordance with the provisions of this Section 7 until all payments
required to be made with respect to such Account have been made. For this
purpose, any such payments with respect to any Account other than a
Participant's Retiree Payment Account shall be deemed to have been made pro rata
from the respective portions of the balance of such Account that are subject to
separate Earnings Crediting Options.

8. PAYMENT OF ACCOUNT BALANCES

         Payment with respect to a Participant's Account balances shall be made
in accordance with the following provisions:

         (a) A Participant's Account balances shall become payable upon the
earliest to occur of the following events (hereinafter referred to as "Payment
Events"): (i) the Participant's death, (ii) the Participant's Retirement, (iii)
the Participant's termination of employment with the Corporation (or, for
periods prior to the Chase Merger Closing Date, with U.S. Trust Corporation) and
its Affiliated Companies for any reason other than death or Retirement, and (iv)
the occurrence of a Change in Control.

         (b) Unless a Participant otherwise elects under Section 8(d)(ii) or
8(e) with respect to his or her Lump Sum Payment Account, payment with respect
to such Account shall be made in the form of a single lump sum cash payment.
Such payment shall be made to the Participant or, if the Participant's Accounts
become payable by reason of his or her death, to the Participant's Beneficiary.
Payment shall be made as soon as practicable after the occurrence of any Payment
Event; provided, however, that if payment with respect to the Participant's
Installment Payment Account is required to be made in the form of annual
installments pursuant to Section 8(c)(ii), or if a Participant has made the
election provided in Section 8(e) with respect to his or her Installment Payment
Account but not with respect to his or her Lump Sum Payment Account, payment
with respect to the Participant's Lump Sum Payment Account shall be made on the
same date as the date on which the first annual installment payment is required
to be made under Section 8(c)(ii) or 8(e). The amount so payable shall be equal
to the balance of the Participant's Lump Sum Payment Account determined as of
the last day of the month preceding the month in which payment is made.

                                       13
<PAGE>   14
         (c) Unless a Participant otherwise elects under Section 8(d)(ii) or
8(e) with respect to his or her Installment Payment Account, payment with
respect to such Account shall be made in accordance with the following rules:

                  (i) except as provided in clause (ii) below, payment shall be
         made to the Participant or, in the event of the Participant's death, to
         his or her Beneficiary, in the same form, at the same time, and in an
         amount determined in the same manner, as payment with respect to the
         Participant's Lump Sum Payment Account is to be made, as provided in
         paragraph (b) above.

                 (ii) if the Participant's Account balances become payable as a
         result of the Participant's Retirement, or as a result of the
         Participant's death while he or she is still employed with the
         Corporation or any of its Affiliated Companies but after the
         Participant has met the age, or the age and service, requirements for
         eligibility for Retirement stated in the definition of such term
         contained in Section 2, payment with respect to the Participant's
         Installment Payment Account shall be made to the Participant or, in the
         event of the Participant's death, to his or her Beneficiary, in the
         form of a series of 10 annual installments. The first such installment
         payment shall be made on the last business day of March of the Plan
         Year following the year in which the Participant's Retirement or death
         occurs, and the remaining installment payments shall be made on the
         last business day of March of each succeeding Plan Year. The amount of
         each such installment payment shall be determined by dividing (A) the
         balance of the Participant's Installment Payment Account determined as
         of the last day of the Plan Year preceding the year in which such
         payment is to be made, by (B) the number of installment payments
         remaining to be made. The last such installment payment shall include
         Earnings credited to the Installment Payment Account for the month
         preceding the month in which such payment is made.

         (d) Payment with respect to a Participant's Special 1995 Deferral
Account shall be made in accordance with the following rules:

                  (i) Payment with respect to the Participant's Special 1995
         Deferral Account shall be made to the Participant in the form of a
         series of 10 annual installments. The first such installment payment
         shall be made on the last business day of February, 1996, and the
         remaining installment payments shall be made on the last business day
         of February of each succeeding Plan Year. The amount of each such
         installment payment shall be determined by dividing (A) the balance of
         the Participant's Special 1995 Deferral Account determined as of the
         last day of the Plan Year preceding the year in which such payment is
         to be made, by (B) the number of installment payments remaining to be
         made. The last such installment payment shall include Earnings credited
         to the Special 1995 Deferral Account for the month preceding the month
         in which such payment is made.

                                       14
<PAGE>   15
                 (ii) If a Lump Sum Payment Account and/or an Installment
         Payment Account is being maintained for a Participant described in
         Section 3(c)(ii) in addition to the Special 1995 Deferral Account that
         has been established for such Participant, the Participant may elect to
         have payment with respect to either or both of such other Accounts made
         in the same form, at the same times, and in amounts determined in the
         same manner, as the payments to be made with respect to the
         Participant's Special 1995 Deferral Account as provided in clause (i)
         above. Any such election shall be made in writing, on a form which is
         provided by the Committee for such purpose and which is filed by the
         Participant with the Committee by no later than March 17, 1995. If a
         Participant makes such an election, the balance of the Account or
         Accounts specified by the Participant in such election shall be
         transferred and credited to the Participant's 1995 Special Deferral
         Account as of the last day of the month in which the Participant's
         employment with the Corporation (or, for periods prior to the Chase
         Merger Closing Date, with U.S. Trust Corporation) and its Affiliated
         Companies terminates.

         (e) Any Participant whose employment with the Corporation (or, for
periods prior to the Chase Merger Closing Date, with U.S. Trust Corporation) and
its Affiliated Companies terminates after March 31, 1995 as a result of
Retirement may elect to have the balance of the Participant's Installment
Payment Account, or the balances of that Account and the Participant's Lump Sum
Payment Account, transferred and credited to the Retiree Payment Account
established for the Participant pursuant to Section 6, and to have payment with
respect to the Participant's Retiree Payment Account made in the form of a
series of 15 annual installments, with interest credited on the unpaid balance
of such Account as provided in Section 7(e). Such Account balance or balances
shall be so transferred and credited as of the first day of the month in which
the first installment payment with respect to such Account is to be made.

         Any such election shall be made in writing, on a form which is provided
by the Committee for this purpose and which is filed by the Participant with the
Committee at least 12 months prior to the date of the Participant's Retirement
or, in the case of any Participant who retires prior to March 31, 1996, by no
later than March 17, 1995.

         In the case of a Participant who makes such election, the first
installment payment with respect to his or her Retiree Payment Account shall be
made on the last business day of March following the Plan Year in which the
Participant retires, and the remaining installment payments shall be made on the
last business day of March of each succeeding Plan Year. The amount of the first
installment shall be determined by dividing the balance of the Participant's
Retiree Payment Account on the day on which such payment is to be made (after
any amounts required to be credited to such Account on such day pursuant to
Section 6(c), 6(e) or 7 have been credited), by 15. The amount of each remaining
installment payment shall be determined by dividing (A) the balance of the
Participant's Retiree Payment Account determined as of the last day of the month
preceding the month in which such payment is to be made, by (B) the number of
installment payments remaining to be made.

                                       15
<PAGE>   16
         (f) In any case where payment with respect to any Account is to be made
in the form of annual installment payments, the following special rules shall
apply:

                  (i) if the Participant should die before receiving all
         installment payments required to be made with respect to such Account,
         any installment payments remaining to be made at the date of the
         Participant's death shall be made to the Participant's Beneficiary in
         the same form, at the same times, and in the same amounts, as such
         payments would have been made to the Participant (A) if he or she had
         not died, and (B), in the case of installment payments required to be
         made to a Beneficiary under Section 8(c)(ii) due to the death of a
         Participant occurring before the Participant had received any such
         payments, if the Participant's employment had terminated as a result of
         Retirement on the date of his or her death.

                 (ii) if a Change in Control should occur before all installment
         payments required to be made with respect to the such Account have been
         made, the balance of such Account shall become immediately due and
         payable upon the occurrence of such Change in Control. Payment with
         respect to such balance shall be made to the Participant or, if the
         Participant has died, to his or her Beneficiary, in the form of a
         single lump sum cash payment. Payment shall be made as soon as
         practicable after the occurrence of such Change in Control. The amount
         so payable shall be equal to the balance of the Participant's Account
         determined as of the last day of the month preceding the month in which
         payment is made.

         (g) Notwithstanding any other provision in this Section 8 to the
contrary, payment with respect to any part or all of the Participant's Account
balances may be made to the Participant or, if applicable, the Participant's
Beneficiary, on any date earlier than the date on which such payment is to be
made pursuant to such other provisions of this Section 8 if (i) the Participant,
or his or her Beneficiary, requests such early payment and (ii) the Committee,
in its sole discretion, determines that such early payment is necessary to help
the Participant, or his or her Beneficiary, meet an "unforeseeable emergency"
within the meaning of Section 1.457-2(h)(4) of the federal income tax
regulations. The amount that may be so paid may not exceed the amount necessary
to meet such emergency.

         (h) There shall be deducted from the amount of any payment otherwise
required to be made under the Plan all Federal, state and local taxes required
by law to be withheld with respect to such payment.

                                       16
<PAGE>   17
9. DESIGNATION AND CHANGE OF BENEFICIARY

         Each Participant shall file with the Committee a written designation of
one or more persons as the Beneficiary who shall be entitled to receive any
amount payable under the Plan by reason of his or her or her death. A
Participant may, from time to time, revoke or change his or her Beneficiary
designation without the consent of any previously designated Beneficiary by
filing a new designation with the Committee. The last such designation received
by the Committee shall be controlling; provided, however, that no designation,
or change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt. If at the date of a Participant's
death, there is no designation of a Beneficiary in effect for the Participant
pursuant to the provisions of this Section 9, or if no Beneficiary designated by
the Participant in accordance with the provisions hereof survives to receive any
amount payable under the Plan by reason of the Participant's death, the
Participant's estate shall be treated as the Participant's Beneficiary for
purposes of the Plan.

10. PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS

         If the Committee shall find that any Participant or Beneficiary to whom
any amount is payable under the Plan is unable to care for his or her affairs
because of illness, accident or legal incapacity, then, if the Committee so
directs, such amount may be paid to such Participant's or Beneficiary's spouse,
child or other relative, an institution maintaining or having custody of such
person, or any person deemed by the Committee to be a proper recipient on behalf
of such Participant, unless a prior claim therefor has been made by a duly
appointed legal representative of the Participant or Beneficiary.

         Any payment made under this Section 10 shall be a complete discharge of
the liability of the Corporation with respect to such payment.

11. RIGHTS OF PARTICIPANTS

         A Participant's rights and interests under the Plan shall be subject to
the following provisions:

         (a) A Participant shall have the status of a general unsecured creditor
of the Corporation with respect to his or her right to receive any payment under
the Plan. The Plan shall constitute a mere promise by the Corporation to make
payments in the future of the benefits provided for herein. It is intended that
the arrangements reflected in this Plan be treated as unfunded for tax purposes,
as well as for purposes of Title I of ERISA.

                                       17
<PAGE>   18
         (b) The Corporation may, but shall not be required to, purchase a life
insurance policy or policies, to assist it in funding any of its payment
obligations under the Plan. If any policy is so purchased, it shall, at all
times, remain subject to the claims of the Corporation's creditors. No
Participant or Beneficiary shall have any interest in, or rights with respect
to, such policy.

         (c) A Participant's rights to payments under the Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the Participant
or his or her Beneficiary.

         (d) Neither the Plan nor any action taken hereunder shall be construed
as giving any Participant any right to be retained in the employment of the
Corporation or any of its Affiliated Companies.

12. ADMINISTRATION

         The Plan shall be administered by the Committee. The Committee shall
have exclusive authority to determine all matters involving the administration,
operation and interpretation of the Plan, in its discretion. All decisions,
actions or interpretations of the Committee under the Plan shall be final,
conclusive and binding upon all parties.

         No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his or her behalf in
his or her capacity as a member of the Committee nor for any mistake of judgment
made in good faith, and the Corporation shall indemnify and hold harmless each
member of the Committee, and each employee, officer, director or trustee of the
Corporation or any of its Affiliated Companies to whom any duty or power
relating to the administration or interpretation of the Plan may be delegated,
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim with the approval of the Board of Directors)
arising out of any act or omission to act in connection with the Plan unless
arising out of such person's own fraud or bad faith.

13. AMENDMENT OR TERMINATION

         The Board of Directors may, with prospective or retroactive effect,
amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that no amendment of the Plan shall deprive any Participant
of any rights to receive payment of any amounts due him or her under the terms
of the Plan as in effect prior to such amendment without his or her written
consent.

         Any amendment that the Board of Directors would be permitted to make
pursuant to the preceding paragraph may also be made by the Committee where
appropriate to facilitate the administration of the Plan or to comply with
applicable law or any applicable rules and 

                                       18
<PAGE>   19
regulations of governing authorities provided that the cost of the Plan to the
Corporation is not materially increased by such amendment.

         Notwithstanding any other provision in this Plan to the contrary, the
Committee may terminate any Participant's participation in the Plan, and direct
that an immediate payment be made with respect to the balances of the
Participant's Accounts, if the Committee, in its sole discretion, determines
that such termination of participation and payment are necessary in order to
preserve the Plan's status as a plan of deferred compensation for "a select
group of management or highly compensated employees" within the meaning of the
applicable provisions of ERISA.

14. SUCCESSOR CORPORATION

         The obligations of the Corporation under the Plan shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Corporation, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Corporation. The Corporation agrees that it will make
appropriate provision for the preservation of Participants' rights under the
Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.

15. GOVERNING LAW

         The provisions of the Plan shall be governed by and construed in
accordance with the laws of the State of New York.

                                       19