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                                                                  EXHIBIT 10.11


                         BOARD MEMBERS' RETIREMENT PLAN
                                       OF
                            U. S. TRUST CORPORATION

                    AS AMENDED AND RESTATED EFFECTIVE AS OF
                               SEPTEMBER 1, 1995

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                                   ARTICLE I

                                    PURPOSE

         1.1     The Plan, as hereinafter set forth, represents a continuation
of the Board Members' Retirement Plan of U.S. Trust Corporation, as amended and
restated effective as of September 1, 1995 (a) to reflect the transfer of the
Plan to and the adoption of the Plan 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 Agreement and Plan of
Merger dated as of November 18, 1994 between The Chase Manhattan Corporation
and U.S. Trust Corporation (the "Merger Agreement"), and (b) to reflect the
"Distribution" and the "Merger", as defined in the Merger Agreement.

         1.2     The purpose of the Plan, as so continued, is to assist in
attracting and retaining individuals of superior talent, ability and
achievement, to serve as Board Members by providing a retirement income for
Board Members.


                                   ARTICLE II

                                  DEFINITIONS

         When used herein, the following terms shall have the following
meanings:
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         2.1    "AFFILIATED COMPANIES" means (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.

         2.2    "ANNUAL RETAINER" means the sum of (i) cash retainer fees paid
for service to the Board without regard to the number of meetings attended and
(ii) the Fair Market Value on the date of grant of the Common Shares issued to
each Board Member pursuant to the terms of the U.S. Trust Corporation Stock
Plan for Non-Employee Directors.

         2.3    "BENEFICIARY" means the person or persons designated in
accordance with Article VI of the Plan to receive the amount, if any, payable
upon the death of an Eligible Board Member.

         2.4    "BOARD" means (i) the Board of Directors, (ii) with respect to
periods prior to the Chase Merger Closing Date, the Board of Trustees of United
States Trust Company of New York, and with respect to periods after the Chase
Merger Closing Date, the Board of Trustees of New U.S. Trust Company of New
York, which will assume the name of "United States Trust Company of New York"
as of the time the New Holdings Distribution is effective, or (iii) the board
of directors of any other Affiliated Company of the Corporation (or, for
periods prior to the Chase Merger Closing Date, U.S. Trust Corporation), the
members of which board have been designated by the Board of Directors as being
eligible for participation in this Plan.

         2.5    "BOARD MEMBER" means any individual who is a member of any
Board.

         2.6    "BOARD OF DIRECTORS" means (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.

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

         2.8    "COMMITTEE" means the persons appointed by the Board of
Directors to administer the Plan in accordance with Section 7.2.

         2.9    "COMMON SHARES" shall mean (i) prior to the Chase Merger
Closing Date, the common shares ($1.00 par value per share) of U.S. Trust
Corporation, and (ii) after the Chase Merger Closing Date, the common shares
($1.00 par value per share) of the Corporation.

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





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         2.11    "ELIGIBLE BOARD MEMBER" means a Board Member who retires from
active service as such and meets both of the following conditions:  (i)
retirement takes place on reaching age 72 or after completing fifteen years of
such service and (ii) at no time has he or she been an officer or an employee
of U.S. Trust Corporation, the Corporation, or any of their Affiliated
Companies.

         2.12    "FAIR MARKET VALUE" means, with respect to Common Shares on
any date of grant, the Average Market Value of one Common Share on such date
or, if such date is not a business day, on the business day next preceding such
date.  For this purpose, the "Average Market Value" of one Common Share on any
business day shall mean the average of the mean between the per-share high and
low prices for the Common Shares during such day, as quoted on the NASDAQ
National Market System, or, if the Common Shares are not traded on such system,
on such other securities market or securities exchange on which such shares are
traded as the Committee shall determine.

         2.13    "PLAN" means the Board Members' Retirement Plan of U.S. Trust
Corporation as set forth herein and as amended and restated from time to time.

         2.14    "RETIREMENT BENEFIT" means the benefit described in Article
III of the Plan.


                                  ARTICLE III

                              RETIREMENT BENEFITS

         3.1    An Eligible Board Member upon retirement from active service as
a Board Member shall receive an annual Retirement Benefit equal to the amount
of the Annual Retainer payable to such Board Member during the last full year
of such active service, which shall be payable for the period set forth in
Article IV.

         3.2    The Retirement Benefit shall be payable in four quarterly
installments on the first business day of the month following the end of each
calendar quarter, with the first and last such payment adjusted where
appropriate to reflect the number of full months for which such benefit has
been earned.



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                                   ARTICLE IV

                        DURATION OF RETIREMENT BENEFITS

         4.1    If an Eligible Board Member retires at age 72 having served as
such for a minimum of 10 years, the Retirement Benefit shall be payable for
life.

         4.2    If an Eligible Board Member retires at age 72 having served as
such for less than 10 years, the Retirement Benefit shall be payable for a
period equal to the number of whole years and whole months of such service or
for life, whichever is shorter.

         4.3    If an Eligible Board Member retires prior to reaching age 72
having served a minimum of 15 years, the Retirement Benefit shall be payable
for a period equal to the number of whole years and whole months of such
service or for life, whichever is shorter.


                                   ARTICLE V

                               SOURCE OF PAYMENT

         5.1    All payments of Retirement Benefits hereunder shall be paid
from the general funds of the Corporation, and no special or separate fund
shall be established or other segre gation of assets made to assure such
payments; provided, however, that the Corporation may establish a bookkeeping
reserve to meet its obligations hereunder.  Nothing contained in the Plan, and
no action taken pursuant to the provisions of the Plan, shall create or be
construed to create a trust of any kind, or a fiduciary relationship between
the Corporation or the Committee, and any Board Member or other person.  An
Eligible Board Member 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.


                                   ARTICLE VI

                          DESIGNATION OF BENEFICIARIES

         6.1    Each Board Member who participates in the Plan shall file with
the Committee a written designation of one or more persons as the Beneficiary
who shall be entitled to receive the amount, if any, payable under the Plan
upon his or her death.  A Board Member may, from time to time, revoke or change
his or her Beneficiary designation without the consent of any





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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 Board
Member's death, and in no event shall it be effective as of the date prior to
such receipt.

         6.2    If no such Beneficiary designation is in effect at the time of
a Board Member's death, or if no designated Beneficiary survives the Board
Member, or if such designation con flicts with law, the Board Member's estate
shall be deemed to have been designated as his or her Beneficiary and shall
receive the payment of the amount, if any, payable under the Plan upon his or
her death.  If the Committee is in doubt as to the right of any person to
receive such amount, the Committee may retain such amount, without liability
for any interest thereon, until the rights thereto are determined, or the
Committee may pay such amount into any court of appropriate jurisdiction and
such payment shall be a complete discharge of the liability of the Corporation
therefor.


                                  ARTICLE VII

                           ADMINISTRATION OF THE PLAN

         7.1    The Plan shall be administered by the Committee which shall
have full power and authority to interpret and construe the Plan, to make all
determinations considered necessary or advisable for the administration of the
Plan and the calculation of the amount of benefits payable thereunder, and to
review claims for benefits under the Plan.  The Committee's interpretations and
constructions of the Plan and its decisions or actions thereunder shall be
binding and conclusive on all persons for all purposes.

         7.2    The Committee shall be composed of at least three Board Members
who shall be appointed by the Board of Directors from among Board Members who
are disqualified from becoming Eligible Board Members because of their failure
to meet the condition set forth in Section 2.11(ii).  If at any time there are
less than three such Board Members, additional members of the Committee shall
be appointed from among those Board Members who have never participated in the
Plan or, in the absence of any such Board Members, from among any senior
officers of the Corporation or any of its Affiliated Companies.

         7.3    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 other employee, officer,
director or trustee of the Corporation or any of its Affiliated Companies to





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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 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.


                                  ARTICLE VIII

                           AMENDMENT AND TERMINATION

         8.1    The Plan may be amended, suspended or terminated, with
prospective or retroactive effect, in whole or in part, by the Board of
Directors without the consent of any Board Member or Beneficiary.  The
Committee may adopt any amendment which may be necessary or appropriate to
facilitate the administration, management and interpretation of the Plan or to
conform the Plan thereto, provided any such amendment does not have a material
effect on the currently estimated cost to the Corporation of maintaining the
Plan.  No such amendment, suspension or termination shall retroactively impair
or otherwise adversely affect the rights of any Eligible Board Member to
benefits under the Plan which have arisen prior to the date of such action, as
determined by the Committee in its sole discretion.


                                   ARTICLE IX

                               GENERAL PROVISIONS

         9.1    The Plan shall be binding upon and inure to the benefit of the
Corporation and its successors and assigns and the Eligible Board Member, his
or her successors, assigns, designees and estate.  The Plan shall also be
binding upon any successor corporation or organization succeeding to
substantially all of the assets and business of the Corporation, but nothing in
the Plan shall preclude the Corporation from merging or consolidating into or
with, or transferring all or substantially all of the assets to, another
corporation which assumes the Plan and all obligations of the Corporation
hereunder.  The Corporation agrees to make appropriate provision for the
preservation of Eligible Board Members' rights under the Plan in any agreement
or plan which it may enter into to effect any merger, consolidation,
reorganization or transfer of assets. Upon such a merger, consolidation,
reorganization, or transfer of assets and assumption, the term "Corporation"
shall refer to such other corporation and the Plan shall continue in full force
and effect.



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         9.2    Neither the Plan nor any action taken hereunder shall be
construed as giving to any person the right to be proposed or elected as a
director or trustee of the Corporation or any of its Affiliated Companies.

         9.3    The Corporation shall withhold from all amounts payable under
the Plan all federal, state, local or other taxes required pursuant to law to
be withheld with respect to such amounts.

         9.4    An Eligible Board Member'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
Eligible Board Member or his or her Beneficiary.

         9.5    If the Committee shall find that any person 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 person's spouse, child, or other relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person,
unless a prior claim therefor has been made by a duly appointed legal
representative of such person.  Any payment shall be a complete discharge of
the liability of the Corporation with respect to such payment.

         9.6    All elections, designations, requests, notices, instructions,
and other communications from an Eligible Board Member, Beneficiary or other
person to the Committee required or permitted under the Plan shall be in such
form as is prescribed from time to time by the Committee, shall be mailed by
first class mail or delivered to such location as shall be specified by the
Committee and shall be deemed to have been given and delivered only upon actual
receipt thereof at such location.

         9.7    The captions preceding the sections and articles hereof have
been inserted solely as a matter of convenience and shall not in any manner
define or limit the scope or intent of any provisions of the Plan.

         9.8    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.

         9.9    The Plan shall be governed by the laws of the State of New York
from time to time in effect.



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