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                                                                   Exhibit 10.17

                   1990 CHANGE IN CONTROL AND SEVERANCE POLICY
            FOR OFFICERS AND EMPLOYEES OF UNITED STATES TRUST COMPANY
                      OF NEW YORK AND AFFILIATED COMPANIES

                             AS AMENDED AND RESTATED
                        EFFECTIVE AS OF OCTOBER 22, 1996



1. PURPOSE

         This document sets forth the 1990 Change in Control and Severance
Policy for Officers and Employees of United States Trust Company of New York, as
amended and restated effective as of October 22, 1996.

         The purpose of the Plan is to provide for payments to (and other
benefits for) certain officers and other employees of United States Trust
Company of New York and designated affiliates thereof whose service is
terminated under certain circumstances following changes in the ownership or
management of U.S. Trust Corporation, and to provide for regular severance
payments to such officers and employees whose service is otherwise terminated.

2. DEFINITIONS

         The following definitions are applicable to the Plan:

         "ACT" means the Employee Retirement Income Security Act of 1974, as now
in effect or as hereafter amended.

         "AFFILIATE" means any affiliate of the Trust Company that has been
         designated by the Committee specifically for purposes of participation
         in the Plan.

         "AIP" means the 1995 Annual Incentive Plan of United States Trust
Company of New York and Affiliated Companies, and any successor plan.

         "BASE SALARY" means, with respect to any Participant, the Participant's
base salary as in effect at the time his or her service is terminated; provided,
however, that if a Participant terminates his or her service following a
reduction in the Participant's base salary, then, for purposes of Section 5, the
Participant's "Base Salary" shall mean his or her base salary as in effect
immediately prior to any such reduction.
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         "CHANGE IN CONTROL" has the meaning set forth in Section 5(g).

         "CHANGE IN CONTROL BENEFIT" means any payment or other benefit that a
Participant may be entitled to receive under any Change in Control Plan upon a
change in control (as defined in such Plan) or upon the Participant's
involuntary termination (as defined in such Plan) following such change in
control.

         "CHANGE IN CONTROL PLAN" means any plan (including this Plan), program,
policy, or agreement or resolution of the Board of Directors of the Corporation
or the Trust Company under which a Change in Control Benefit may be provided to
a Participant. All Change in Control Plans shall be listed in Schedule A hereto,
which shall be amended as necessary, from time to time, by the Committee.

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

         "COMMITTEE" means the Compensation and Benefits Committee of the Board
of Directors of the Trust Company.

         "CORPORATION" means U.S. Trust Corporation.

         "EMPLOYEE" means any employee of the Trust Company or an Affiliate who
is not an officer.

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

         "INVOLUNTARY TERMINATION" has the meaning set forth in Section 5(f).

         "1988 POLICY" means the 1988 Change in Control Policy of United States
Trust Company of New York and Affiliated Companies, as set forth in and adopted
by resolutions of the Board of Directors of U.S. Trust Corporation at its
meeting on January 26, 1988. The 1988 Policy is reproduced in Schedule B hereto.

         "OFFICER" means any officer of the Trust Company or an Affiliate who is
not eligible for participation in the 1990 Change in Control and Severance
Policy for Top Tier Officers of United States Trust Company of New York and
Affiliated Companies.

         "PARTICIPANT" has the meaning set forth in Section 4.

         "PAYMENT" means any and all payments to which a Participant is or may
become entitled in accordance with the provisions of the Plan.

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         "PLAN" means the 1990 Change in Control and Severance Policy for
Officers and Employees of United States Trust Company of New York and Affiliated
Companies, as set forth herein and as amended from time to time.

         "RETIREMENT PLAN" means the Employees' Retirement Plan of United States
Trust Company of New York and Affiliated Companies.

         "TRUST COMPANY" means United States Trust Company of New York.

         "YEARS OF SERVICE" means, with respect to any Participant, the total
number of years (including fractions of a year) during which the Participant was
employed with the Trust Company, or with any Affiliate, determined by taking
into account all periods of such employment whether or not consecutive. For this
purpose, any period during which a Participant was employed with any affiliate
of the Trust Company or, with respect to periods prior to September 1, 1995,
with United States Trust Company of New York, as then constituted, or with any
of its affiliates, shall be treated as a period of employment with the Trust
Company or with an Affiliate.

3. 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. After a Change in Control, all powers
of the Committee under this Plan shall be exercised solely by the Committee as
it was constituted immediately prior to such Change in Control.

4. PARTICIPATION

         (a) A "Participant" shall mean any Officer or Employee who is entitled
to receive a Payment or other benefits under Section 5 or 6.

         (b) Notwithstanding any other provisions of the Plan, no Participant
who is otherwise eligible to receive a Payment under the Plan who is employed by
the Trust Company or an Affiliate under the terms of a written employment
contract shall be entitled to receive such Payment, except to the extent
otherwise provided in such contract.

5. CHANGE IN CONTROL

         (a) SPECIAL SEVERANCE PAYMENT FOR OFFICERS. An Officer who experiences
an Involuntary Termination within two years following a Change in Control shall
be entitled to receive a Payment in an amount equal to the sum of:

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                    (i) an amount determined by multiplying the Officer's
         monthly Base Salary by the number of his or her Years of Service;
         provided, however, that the amount determined hereunder shall not be
         less than the Officer's annual Base Salary nor shall it be greater than
         two times his or her annual Base Salary, and

                   (ii) in the case of an Officer who participates in the AIP,
         an amount equal to the Officer's maximum award under the AIP for the
         year during which the Change in Control occurs, determined as if all
         goals had been met, or

                  (iii) in the case of an Officer who is a Vice President or
         higher and does not participate in the AIP, an amount equal to the
         aggregate commissions (excluding sales incentive commissions) the
         Officer earned with respect to the year immediately prior to the year
         in which his or her termination of employment occurs, or

                   (iv) in the case of an Officer who does not participate in
         the AIP and whose compensation does not include commissions, an amount
         equal to the sum of all regular cash bonuses (excluding bonuses related
         to the acquisition of an affiliate of the Trust Company) the Officer
         received for the year immediately prior to the year in which his or her
         termination of employment occurs.

For purposes of computing amounts described in clause (ii) above, an Officer's
maximum AIP award for the year during which a Change in Control occurs shall not
be reduced on account of any ESOP Contribution to be made on behalf of the
Officer under the 401(k) Plan. Notwithstanding any other provisions of the Plan,
in no event shall an Officer's Payment under the Plan be less than the amount
the Officer would have received under the 1988 Policy.

         (b) SPECIAL SEVERANCE PAYMENT FOR EMPLOYEES. An Employee who
experiences an Involuntary Termination within 2 years following a Change in
Control shall be entitled to a Payment in an amount determined on the basis of
his or her Years of Service, in accordance with the table set forth below:


<TABLE>
<CAPTION>
                   YEARS OF SERVICE             PAYMENT AMOUNT
                  <S>                           <C>                       
                   Less than 1                  2 times weekly Base Salary

                   1 or more but less than 10   2 times weekly Base Salary for
                                                each Year of Service, but no
                                                less than 3 times monthly Base
                                                salary

                   10 or more                   (i) 20 times weekly Base Salary
                                                plus (ii) 1 times monthly Base
                                                Salary for each Year of Service
                                                in excess of 10, but not to
                                                exceed 18 times monthly Base
                                                Salary)
</TABLE>

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         (c) OTHER BENEFITS. Any Payment payable to a Participant under this
Section 5 shall be paid in addition to any payments or benefits the Participant
receives under Section 6 and under any other applicable plans, programs or
agreements.

         (d) MEDICAL/LIFE INSURANCE CONTINUATION COVERAGE. An Officer or
Employee who is (or who, in the absence of the limitation set forth in Section
4(b), would be) entitled a Payment under this Section 5 shall also be entitled
to the continuation (on the same terms and conditions) of any medical and life
insurance coverage to which such Officer or Employee was entitled immediately
prior to his or her Involuntary Termination. Such coverage shall continue for a
period of one year, in the case of an Officer, and six months in the case of an
Employee, following such Officer's or Employee's Involuntary Termination.

         Notwithstanding the above, to the extent that an Officer or Employee
becomes covered under the medical or life insurance arrangements of an employer
other than the Trust Company or an Affiliate, the Trust Company shall no longer
be obligated to provide comparable benefits hereunder.

         (e) METHOD OF PAYMENT. Any Payment payable to a Participant under this
Section 5 shall be paid in a lump sum cash payment as soon as practicable after
the Involuntary Termination of such Participant.

         (f) INVOLUNTARY TERMINATION. For purposes of this Section 5, an
"Involuntary Termination" shall mean the termination of a Participant's
employment with the Trust Company and all its affiliates.

                  (i) by the Trust Company or any Affiliate, or

                  (ii) by such Participant following any

                           (A) reduction in the Participant's Base Salary, or in
                  the Participant's opportunity to earn an annual bonus in an
                  amount at least equal to the percentage of the Participant's
                  annual base salary that was used to determine the
                  Participant's target bonus award for the year immediately
                  preceding the year in which a Change in Control occurs,

                           (B) change, without the Participant's consent, in the
                  location of his or her place of employment to a borough other
                  than Manhattan or, if such place of employment is not in
                  Manhattan, to a city other than the city in which his or her
                  place of employment is located,

                           (C) material diminishment of the Participant's
                  responsibilities with respect to the business of the Trust
                  Company or any Affiliate, or

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                           (D) other material adverse change in the conditions
                  of his employment with the Trust Company or any Affiliate.

         An Involuntary Termination pursuant to clause (ii) above shall be
deemed to occur within two years following a Change in Control if the event
described in subclause (A), (B), (C) or (D) that gives rise to such termination
occurs within two years following a Change in Control and such termination
occurs within six months after such event.

         Notwithstanding any other provision herein, no payment shall be made to
a Participant pursuant to this Section 5 upon the Participant's termination of
employment unless such termination of employment constitutes an "Involuntary
Termination", as defined in this Section 5(f).

         (g) CHANGE IN CONTROL. For purposes of this Section 5, a "Change in
Control" shall mean that any of the following events has occurred:

                    (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 of the Corporation are persons who were not
         nominated by the Corporation's Board of Directors or by the Executive
         Committee of the Corporation's Board of Directors in the most recent
         proxy statement of the Corporation.

6. REGULAR SEVERANCE

         (a) REGULAR SEVERANCE PAYMENT. Any Participant whose employment is
terminated by the Trust Company because of job discontinuance or inadequate job
performance shall be entitle to a Payment in an amount determined in accordance
with the table set forth below:

<TABLE>
<CAPTION>
                RANK                        Payment Amount

               <S>                         <C>                        
                Senior Vice President       26 times weekly Base Salary

                Other Officer               13 times weekly Base Salary

                Employee                    1 times weekly Base Salary for each
                                            Year of Service, but not less than 2
                                            times nor more than 13 times weekly
                                            Base Salary
</TABLE>

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         (b) METHOD OF PAYMENT. Any Payment payable under this Section 6 with
respect to a Participant's termination of employment shall be paid in a lump-sum
cash payment as soon as practicable following such Participant's termination of
employment.

         (c) OTHER BENEFIT. Any Officer who is entitled to a Payment under this
Section 6 shall also be offered the services of a professional outplacement
counseling firm, such services to be paid for by the Trust Company. The
duration, extent and cost of such services will be determined by the Trust
Company in its sole discretion.

         (d) DISQUALIFICATION. Notwithstanding any other provision herein, a
Participant whose employment is terminated by the Trust Company because of
dishonesty or other malfeasance shall not be entitled to any Payment or other
benefit under this Section 6.

7. PAYMENT LIMITATION

         Notwithstanding any other provision of the Plan to the contrary, the
amount of the Payments that a Participant may otherwise be entitled to receive
hereunder shall be subject to the following limitation: Whenever any Participant
becomes entitled to receive a Change in Control Benefit under any Change in
Control Plan, the Trust Company's independent auditors, as designated by the
Board of Directors of the Trust Company prior to the change in corporate
management or control giving rise to such entitlement, shall determine whether
any amount of the aggregate Change in Control Benefits that such Participant has
received, or is entitled to receive, under the Change in Control Plans will
constitute an "excess parachute payment" (as defined under Section 280G of the
Code, or any successor provision) and, if so, whether the Participant would
receive a greater after-tax benefit if such aggregate Change in Control Benefits
were reduced. In the event a greater after-tax benefit would result, such
reduction, as computed by such auditors, will be made, provided that the
Participant may choose which Change in Control Benefits shall be reduced.

8. PAYMENT OF LEGAL FEES

         The Trust Company shall promptly pay, or reimburse each Participant
for, all reasonable legal fees and expenses incurred by the Participant in
seeking to obtain, or enforce or defend his or her right to receive, any Change
in Control Benefit provided under any Change in Control Plan.

9. AMENDMENT

         Prior to a Change in Control, the Board of Directors of the Trust
Company may amend or terminate this Plan, in whole or in part, at any time.
Except as hereinafter provided, the Plan, and any Schedules attached to the
Plan, shall not be amended or terminated following a Change in Control. The
Board of Directors of the Trust Company may, however, at any time before a
Change in Control, or within 45 days following a Change in Control where the
percentage of the Corporation's common shares acquired or directors appointed
under clause (i) or (iii), respectively, of Section 5(g) is at least 20% but
less than 25%, direct by resolution that no Payments shall be 

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made and no benefits provided pursuant to Section 5, which resolution may be
rescinded or countermanded at any time with or without retroactive effect.

10. UNSECURED CREDITOR STATUS

         A Participant shall have the status of a general unsecured creditor of
the Trust Company with respect to his or her right to receive any payment under
the Plan. The Plan shall constitute a mere promise by the Trust Company 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 any applicable provisions of Title I of ERISA.

         All payments to be made under the Plan shall be paid from the general
assets of the Trust Company and no special or separate fund shall be established
and no segregation of assets shall be made to assure payment of such amounts,
except that the Trust Company may establish and fund a "grantor trust" (as
defined in Sections 671, et seq., of the Code) to provide for any payments under
the Plan.

         Neither the Plan nor any action taken hereunder shall be construed as
giving any Participant any right to be retained in the employ of the Trust
Company or any affiliate thereof.

11. NONALIENATION OF PAYMENT

         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.

12. TAXES

         The Trust Company shall deduct from any Payment otherwise required to
be made under the Plan all Federal, state, local and other taxes required by law
to be withheld with respect to such Payment.

13. PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS

         If the Committee shall find that any Participant to whom a Payment is
payable under the Plan is unable to care for his affairs because of illness,
accident or legal incapacity, then any Payment due to such Participant may, if
the Committee so directs the Trust Company, be paid to his or her 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. In the event that any Participant to whom any Payment is
payable under the Plan dies before he receives his or her Payment, such Payment
shall be paid to his or her estate.

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         Any payment made under this Section 13 shall be a complete discharge of
the liability of the Trust Company therefor.

14. NO LIABILITY OF COMMITTEE MEMBERS

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

15. SUPERSEDING EFFECT

         Except to the extent otherwise provided herein, the Plan supersedes the
1988 Policy. In addition, Section 8 supersedes the resolution adopted by the
Board of Trustees of United States Trust Company of New York, as then
constituted, at its meeting on January 26, 1988, regarding the payment of legal
fees and expenses.

16. GOVERNING LAW

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

17. SUCCESSORS

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

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18. SEVERABILITY

         If any provision of the Plan is determined to be invalid or
unenforceable, the remaining provisions of the Plan shall not for that reason
alone also be determined to be invalid or unenforceable.

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                                   SCHEDULE A


Employees' Retirement Plan of United States Trust Company of New York and
Affiliated Companies

Benefit Equalization Plan of U.S. Trust Corporation

1989 Stock Compensation Plan and Predecessor Plans of U.S. Trust Corporation

1995 Stock Option Plan of U.S. Trust Corporation

1995 Annual Incentive Plan of United States Trust Company and Affiliated
Companies

Executive Deferred Compensation Plan of U.S. Trust Corporation

Deferred Restricted Unit Plan of U.S. Trust Corporation

1990 Change in Control and Severance Policy for Officers and Employees of United
States Trust Company of New York and Affiliated Companies
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                                   SCHEDULE B

                          1988 CHANGE IN CONTROL POLICY


         Set forth below are the terms of the 1988 Change in Control Policy of
United States Trust Company of New York and Affiliated Companies:

         1. In the event of an "involuntary termination" within two years
following a "change in control" of an employee who is a participant in th Annual
Plan (other than a senior officer who is a member of the Management Committee)
on the date of such "change in control", such employee shall be paid in a lump
sum, promptly following such termination, an amount equal to such employee's
then current annual base salary, such amount to be in addition to any other
coverages, payments and distributions to which such employee is otherwise
entitled.

         2. In the event of an "involuntary termination" within two years
following a "change in control" of an employee who is a Vice President or above
of the Trust Company or certain affiliates designated for such purpose by the
Compensation and Benefits Committee of the Board of Trustees (an "Affiliate"),
who is such and who is neither a participant in the Annual Plan nor a senior
officer who is a member of the Management Committee on the date of such "change
in control", such officer shall be paid in a lump sum, promptly following such
termination, the sum of (a) an amount equal to such officer's then current
annual base salary, plus either (b) in the case of an officer whose total
compensation includes commissions (other than sales incentive commissions), an
amount equal to the aggregate commissions earned with respect to the preceding
year or (c) in the case of an officer who is not paid commissions, an amount
equal to the sum of any regular cash bonuses earned with respect to the
preceding year (other than any bonus, however described, which is related to the
acquisition of an Affiliate), all such amounts to be in addition to an other
coverages, payments an distributions to which such officer is otherwise
entitled.