<PAGE>   1
                   [letterhead of U.S. Trust Corporation]

                                                                Exhibit 10.21


August 29, 1995

Mr. H. Marshall Schwarz
1120 Park Avenue
Apartment 6A
New York, NY  10128

Dear Marshall:

The purpose of this letter is to amend and restate the prior
agreements between you and U.S. Trust, which set forth the terms
and conditions under which you were to be provided a supplemental
retirement benefit (the "Supplemental Pension"), so as to reflect
the transactions that will be undertaken in connection with the
merger of U.S. Trust Corporation (the "Corporation") with The
Chase Manhattan Corporation ("Chase") pursuant to the Agreement
and Plan of Merger between Chase and the Corporation dated as of
November 18, 1994 (the "Merger Agreement") and to make certain
other changes.

Upon your acknowledgment of and agreement to this Amendment and
Restatement as provided on the last page hereof, this letter
agreement (the "Agreement") shall supersede and replace, in its
entirety, the prior agreements, and the Supplemental Pension shall
be provided on the terms and conditions set forth below.  All
capitalized terms not otherwise defined herein shall have the same
meaning as is given to them in the Employees' Retirement Plan of
United States Trust Company of New York and Affiliated Companies
(the "Retirement Plan").

        (1)     The Supplemental Pension shall be equal to the Pension
that you would have been entitled to receive under the Retirement
Plan upon retirement on your Normal Retirement Date calculated as
if:

        (A)     you had been a Member of the Retirement Plan for an
uninterrupted period beginning on February 6, 1967 (the "Starting
Date"), and ending on December 1, 2001 (your "Normal Retirement
Date");

        (B)     your Credited Service in fact equalled the maximum
number of units of 

<PAGE>   2
Mr. H. Marshall Schwartz                                                    2


Credited Service that could be credited for such uninterrupted period 
under the Retirement plan as now in effect or, if greater, as in 
effect on the date of your termination ("Maximum Units of Service");

        (C)     the provisions of Sections 401 (a)(17) and 415 of the
Internal Revenue Code of 1986, as amended, and the Maximum Pension
Limitations of Section 7.7 (or any successor provision) of the
Retirement Plan were inapplicable; and

        (D)     you had elected, with the consent of your spouse to the
extent required by the terms of the Retirement Plan or applicable
law, the normal form of Pension payable to a retired Member only
during his lifetime pursuant to Option 3 of Section 8.4 (or any
successor provision) of the Retirement Plan; such amount to be
reduced (but not below zero) by the sum of the annual amounts that
you are in fact entitled to receive on your retirement on your
Normal Retirement Date (i) from the Retirement Plan, (ii) from the
Benefit Equalization Plan of U.S. Trust Corporation or any similar
pension or executive benefit plan of the Corporation or any of
its affiliated companies (all such plans are hereinafter
collectively referred to as the "Benefit Equalization Plan") to
the extent that any such amount is attributable to the Retirement
Plan, and (iii) from any qualified defined benefit plan in which
you participated during any previous employment (the "Prior
Plans").  For purposes of determining the amount of the reduction
required under the preceding sentence, if any amount described in
clause (i), (ii) or (iii) thereof is not in fact payable in the
same form as specified in Option 3 of Section 8.4 (or any
successor provision) of the Retirement Plan, such amount shall be
converted into an amount that is of Equivalent Actuarial Value (as
defined in the Retirement Plan) to such amount if such amount were
payable in the form specified in Option 3.

        (2)     Notwithstanding the method of calculation described
above, you may elect, with the consent of the Compensation and
Benefit Committee of the Board of Directors (the "Committee"), to
have such amount paid on an actuarially equivalent basis under any
of the optional forms of Pension then available under Section 8.4
(or any successor provision) of the Retirement Plan, using the
same factors as are prescribed under the Retirement Plan for
determining actuarial equivalence.  Any such election must be made
at least two years prior to your Normal Retirement Date.

        (3)     Except as provided in Paragraph 5 below, the
Supplemental Pension shall not be payable to you prior to your
Normal Retirement Date or, if later, the effective date of your
termination of employment with the Corporation or any of its
affiliated

<PAGE>   3
Mr. H. Marshall Schwartz                                                    3


companies.

        (4)     Notwithstanding any other provision of the Agreement, no
Supplemental Pension shall be payable hereunder except as provided
in Paragraphs 5 and 6 below if prior to your Normal Retirement
Date your employment with the Corporation or any of its affiliated
companies is terminated for any reason other than disability.

        (5)     In the event of your death prior to the commencement of
the Supplemental Pension, while you are employed by the
Corporation or any of its affiliated companies and a Member of the
Retirement Plan, there shall be paid to your surviving spouse (if
any) an amount equal to (A) the Spouse's Preretirement
Survivorship Pension which would have been paid to your surviving
spouse, based on your Maximum Units of Service, if you (i) had
satisfied the Retirement Plan's requirements for payment of a
Spouse's Preretirement Survivorship Pension, (ii) had been a
Member of the Retirement Plan for an uninterrupted period
beginning on the Starting Date and ending on the date of your
death or, if your date of death is on or after the date of a
"change in control," ending on the date which would have been your
Normal Retirement Date if you had not died and had remained in the
employ of the Corporation or any of its affiliated companies
until your Normal Retirement Date, and (iii) had not waived such
coverage, reduced (but not below zero) by (B) the sum of any
amounts actually payable to your surviving spouse under (i) the
Retirement Plan, (ii) the Benefit Equalization Plan and (iii) the
Prior Plans, or, if greater, by (C) the sum of any amounts which
would have been payable under the plans referred to in clause (B)
if you had not waived any preretirement survivor benefit under
such plans and, with regard to the Prior Plans, you had elected a
50 percent joint and survivor annuity.  The amount so payable to
your surviving spouse under this Paragraph 5 shall be paid to her
in the same form as the Spouse's Preretirement Survivorship
Pension is payable to her under the Retirement Plan, with payments
commencing at the earliest date as of which she could elect under
the Retirement Plan to receive the Spouse's Preretirement
Survivorship Pension, whether or not she makes any such election.
If any amount payable to your surviving spouse under any plan
referred to in clause (B) hereof is to be paid in a form, or if
 payment of such amount is to commence at a date, other than the
form or commencement date applicable to the payments to be made to
your surviving spouse under this Paragraph 5, the reduction
required under clause (B) or clause (C) hereof with respect to the
amount so payable shall be determined by converting such amount to
an amount that is of Equivalent Actuarial Value to the amount that
would be payable to your surviving spouse under such plan if
payment thereof were to be made in the same form, and were to
commence as of the same date, as the form and commencement date

<PAGE>   4
Mr. H. Marshall Schwartz                                                    4


specified herein for the payments that are to be made to your
surviving spouse pursuant to this Paragraph 5.

        (6)     In the event of your "involuntary termination" following
a "change in control", the Supplemental Pension benefit provided
for you hereunder shall be paid to you in a single cash lump sum,
within 30 days after the date of your "involuntary termination".
The amount so payable to you shall be equal to the single lump sum
amount that is of Equivalent Actuarial Value to the Supplemental
Pension that would have been payable to you at your Normal
Retirement Date under Paragraph (1) above if you had remained in
the employ of the Corporation or any of its affiliated companies
through your Normal Retirement Date at an annual rate of
Compensation equal to the annual rate of your Compensation in
effect immediately prior to your "involuntary termination" or,
if your "involuntary termination" occurs following a reduction of
your salary under Paragraph (7)(ii) below, the annual rate of your
Compensation in effect immediately prior to such reduction of your
salary.  For this purpose, the single lump sum amount that is of
Equivalent Actuarial Value to your Supplemental Pension shall be
determined using the conversion factors that were in effect under
the Retirement Plan on July 24, 1990.  Notwithstanding the
foregoing, the amount so payable to you under this Paragraph (6)
shall be subject to reduction as required under the "excess
parachute payment cutback" provisions of Section 7(c) of the 1990
Change in Control and Severance Policy for Top Tier Officers of
United States Trust Company of New York and Affiliated Companies.

        (7)     The term "involuntary termination" as used in the
Agreement means the termination of your employment with the
Corporation or any of its affiliated companies (i) by the
Corporation or any of its affiliated companies or (ii) by you
after any reduction in your salary, any change in location of your
place of employment to a location outside the Borough of Manhattan
without your consent, a material decrease in your responsibilities
with respect to the business of the Corporation or any of its
affiliated companies, or any other material adverse change in the
conditions of your employment by the Corporation or any of its
affiliated companies.

        (8)     The term "change in control" as used in the Agreement
means that after the "Closing Date" as defined in the Merger
Agreement:

        (A)     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 

<PAGE>   5
Mr. H. Marshall Schwartz                                                    5


of 1934) other than directly from the Corporation;

        (B)     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

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

        (9)     Notwithstanding any other provision of the Agreement, no
amounts shall become payable pursuant to Paragraph 6 above to the
extent that the Board of Directors otherwise 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 common shares
acquired or directors appointed under (A) or (C) of the 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 Paragraph directing that such amounts
not become payable may be rescinded or countermanded at any time
with or without retroactive effect. Notwithstanding the foregoing,
any resolution of the Board of Directors directing that amounts
otherwise payable under Paragraph 6 above shall not become
payable, and any resolution of the Board of Directors rescinding
or countermanding any such resolution, shall be given effect for
purposes of this Agreement only if, at the time the Board of
Directors adopts such resolution or rescinding resolution, it also
adopts, or has previously adopted, a similar resolution with
respect to the Change in Control Benefits payable to participants
under each other Change in Control Plan maintained by the
Corporation or any of its affiliated companies.  For this purpose,
the terms "Change in Control Benefits" and "Change in Control
Plans" shall have the same meaning as assigned to such terms under
the 1990 Change in Control and Severance Policy for Top Tier
Officers of United States Trust Company of New York and Affiliated
Companies.

        (10)     In the event of a change in control, all powers of the
Committee under the Agreement shall thereafter be exercised solely
by the Committee as it was constituted immediately prior to the
change in control.

        (11)     The determination of the amount of the Supplemental
Pension payable and of the amount of all benefit offsets described
herein shall be made by the Committee in 

<PAGE>   6
Mr. H. Marshall Schwartz                                                   6

its sole discretion and any determination or interpretation of the 
Committee shall be final, binding and conclusive on all persons.  You
shall furnish, or take whatever steps are necessary to permit you to
furnish, the Committee with all information that is reasonably
requested by it to enable it to make such determination.  Except as
otherwise provided in Paragraph 6, if, notwithstanding any election
that you might have made, payment of any benefit offsets described in
Paragraph 1 could not have commenced on the date payment of your
Supplemental Pension under Paragraph 1 is to commence, such benefit
offsets shall be taken into account on the earliest date on which
payment of such benefit offsets could have commenced.

        (12)    All Supplemental Pension payments shall be paid in cash
from the general funds of the Corporation, and no special or
separate fund shall be established, and no segregation of assets
shall be made, to assure payment of such Supplemental Pension.
You shall have the status of a general unsecured creditor of the
Corporation with respect to your right to receive any payment
under the Agreement.  The Agreement 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 Agreement be treated as unfunded
for tax purposes, as well as for purposes of Title I of ERISA.
Nothing in the Agreement shall preclude the Corporation from
establishing and funding a "rabbi trust" to provide for the
payment of benefits under the Agreement.

        (13)    No Supplemental Pension payable under the Agreement
shall be deemed salary or other compensation to you for the
purpose of computing benefits to which you may be entitled under
the Retirement Plan, the 401(K) Plan and ESOP of United States
Trust Company of New York and Affiliated Companies or any other
plan or arrangement maintained by the Corporation or any of its
affiliated companies for the benefit of its employees.

        (14)    The Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns and you,
your designees and your estate.  It is understood and agreed that
immediately prior to the New Holdings Distribution, as defined in
the Merger Agreement, this Agreement shall be transferred to New
USTC Holdings Corporation, and that upon such transfer, New USTC
Holdings Corporation will assume and become solely responsible for
all of the liabilities and obligations of the Corporation under
this Agreement.

<PAGE>   7
Mr. H. Marshall Schwartz                                                   7

        (15)    Your rights to payments under the Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, incumbrance, attachment, or garnishment by
your creditors or those of your Beneficiary.

        (16)    The Agreement is not an employment agreement and nothing
contained herein shall give you any right or claim to be retained
in the employ of the Corporation or any of its affiliated
companies, or shall obligate the Corporation or any of its
affiliated companies to continue your employment.

        (17)    The Corporation may withhold from any Supplemental
Pension or other payments otherwise required to be made under the
Agreement all Federal, State, City or other taxes as shall be
required pursuant to any law or governmental regulation or
ruling.

        (18)    The Agreement supersedes and replaces all prior
agreements between you and the Corporation and any of its
affiliated companies with respect to the subject matter hereof.  I
have been authorized to execute the Agreement on behalf of the
Corporation. Please acknowledge your agreement to be bound by the
terms and conditions of the Agreement by signing the enclosed
copy of the Agreement and returning it to me.



----------------------------------
     Philip L. Smith, Chairman
Compensation and Benefits Committee



Acknowledged and Agreed to the

________  day of _____________ 1995

-------------------------------------






<PAGE>   8
              [letterhead of U.S. Trust Corporation]

August  29, 1995

Mr. Jeffrey S. Maurer
10 Clover Drive
Great Neck, NY  11021

Dear Jeff:

The purpose of this letter is to amend and restate the prior
agreements between you and U.S. Trust, which set forth the terms
and conditions under which you were to be provided a supplemental
retirement benefit (the "Supplemental Pension"), so as to reflect
the transactions that will be undertaken in connection with the
merger of U.S. Trust Corporation (the "Corporation") with The
Chase Manhattan Corporation ("Chase") pursuant to the Agreement
and Plan of Merger between Chase and the Corporation dated as of
November 18, 1994 (the "Merger Agreement") and to make certain
other changes.

Upon your acknowledgment of and agreement to this Amendment and
Restatement as provided on the last page hereof, this letter
agreement (the "Agreement") shall supersede and replace, in its
entirety, the prior agreements, and the Supplemental Pension shall
be provided on the terms and conditions set forth below.  All
capitalized terms not otherwise defined herein shall have the same
meaning as is given to them in the Employees' Retirement Plan of
United States Trust Company of New York and Affiliated Companies
(the "Retirement Plan").

        (1)     The Supplemental Pension shall be equal to the Pension
that you would have been entitled to receive under the Retirement
Plan upon retirement on your Normal Retirement Date calculated as
if:

        (A)     you had been a Member of the Retirement Plan for an
uninterrupted period beginning on June 8, 1970 (the "Starting
Date"), and ending on August 1, 2012 (your "Normal Retirement
Date");

        (B)     your Credited Service in fact equalled the maximum
number of units of Credited Service that could be credited for
such uninterrupted period under the Retirement 

<PAGE>   9
Mr. Jeffrey S. Maurer                                                   2

plan as now in effect or, if greater, as in effect on the date of
your termination ("Maximum Units of Service");

        (C)     the provisions of Sections 401 (a)(17) and 415 of the
Internal Revenue Code of 1986, as amended, and the Maximum Pension
Limitations of Section 7.7 (or any successor provision) of the
Retirement Plan were inapplicable; and

        (D)     you had elected, with the consent of your spouse to the
extent required by the terms of the Retirement Plan or applicable
law, the normal form of Pension payable to a retired Member only
during his lifetime pursuant to Option 3 of Section 8.4 (or any
successor provision) of the Retirement Plan; such amount to be
reduced (but not below zero) by the sum of the annual amounts that
you are in fact entitled to receive on your retirement on your
Normal Retirement Date (i) from the Retirement Plan, (ii) from the
Benefit Equalization Plan of U.S. Trust Corporation or any similar
pension or executive benefit plan of the Corporation or any of its
affiliated companies (all such plans are hereinafter collectively
referred to as the "Benefit Equalization Plan") to the extent that
any such amount is attributable to the Retirement Plan, and (iii)
from any qualified defined benefit plan in which you participated
during any previous employment (the "Prior Plans").  For purposes
of determining the amount of the reduction required under the
preceding sentence, if any amount described in clause (i), (ii) or
(iii) thereof, is not in fact payable in the same form as
specified in Options 3 of Section 8.4 (or any successor provision)
of the Retirement Plan, such amount shall be converted into an
amount that is of Equivalent Actuarial Value (as defined in the
Retirement Plan) to such amount if such amount were payable in the
form specified in Option 3.

        (2)     Notwithstanding the method of calculation described
above, you may elect, with the consent of the Compensation and
Benefit Committee of the Board of Directors (the "Committee"), to
have such amount paid on an actuarially equivalent basis under any
of the optional forms of Pension then available under Section 8.4
(or any successor provision) of the Retirement Plan, using the
same factors as are prescribed under the Retirement Plan for
determining actuarial equivalence.  Any such election must be made
at least two years prior to your Normal Retirement Date.

        (3)     Except as provided in Paragraph 5 below, the
Supplemental Pension shall not be payable to you prior to your
Normal Retirement Date or, if later, the effective date of your
termination of employment with the Corporation or any of its
affiliated


<PAGE>   10
Mr. Jeffrey S. Maurer                                                  3

companies.

        (4)     Notwithstanding any other provision of the Agreement, no
Supplemental Pension shall be payable hereunder except as provided
in Paragraphs 5 and 6 below if prior to your Normal Retirement
Date your employment with the Corporation or any of its affiliated
companies is terminated for any reason other than disability.

        (5)     In the event of your death prior to the commencement of
the Supplemental Pension, while you are employed by the
Corporation or any of its affiliated companies and a Member of the
Retirement Plan, there shall be paid to your surviving spouse (if
any) an amount equal to (A) the Spouse's Preretirement
Survivorship Pension which would have been paid to your surviving
spouse, based on your Maximum Units of Service, if you (i) had
satisfied the Retirement Plan's requirements for payment of a
Spouse's Preretirement Survivorship Pension, (ii) had been a
Member of the Retirement Plan for an uninterrupted period
beginning on the Starting Date and ending on the date of your
death or, if your date of death is on or after the date of a
"change in control," ending on the date which would have been your
Normal Retirement Date if you had not died and had remained in the
employ of the Corporation or any of its affiliated companies until
your Normal Retirement Date, and (iii) had not waived such
coverage, reduced (but not below zero) by (B) the sum of any
amounts actually payable to your surviving spouse under (i) the
Retirement Plan, (ii) the Benefit Equalization Plan and (iii) the
Prior Plans, or, if greater, by (C) the sum of any amounts which
would have been payable under the plans referred to in clause (B)
if you had not waived any preretirement survivor benefit under
such plans and, with regard to the Prior Plans, you had elected a
50 percent joint and survivor annuity.  The amount so payable to
your surviving spouse under this Paragraph 5 shall be paid to her
in the same form as the Spouse's Preretirement Survivorship
Pension is payable to her under the Retirement Plan, with payments
commencing at the earliest date as of which she could elect under
the Retirement Plan to receive the Spouse's Preretirement
Survivorship Pension, whether or not she makes any such election.
If any amount payable to your surviving spouse under any plan
referred to in clause (B) hereof is to be paid in a form, or if
payment of such amount is to commence at a date, other than the form
or commencement date applicable to the payments to be made to your
surviving spouse under this Paragraph 5, the reduction required under
clause (B) or clause (C) hereof with respect to the amount so payable
shall be determined by converting such amount to an amount that is of
Equivalent Actuarial Value to the amount that would be payable to
your surviving spouse under such plan if payment thereof were to be
made in the same form, and were to commence as of the same date, as
the form and commencement date 

<PAGE>   11
Mr. Jeffrey S. Maurer                                                  4

specified herein for the payments that are to be made to your
surviving spouse pursuant to this Paragraph 5

        (6)     In the event of your "involuntary termination" following
a "change in control", the Supplemental Pension benefit provided
for you hereunder shall be paid to you in a single cash lump sum,
within 30 days after the date of your "involuntary termination".
The amount so payable to you shall be equal to the single lump sum
amount that is of Equivalent Actuarial Value to the Supplemental
Pension that would have been payable to you at your Normal
Retirement Date under Paragraph (1) above if you had  remained in
the employ of the Corporation or any of its affiliated companies
through your Normal Retirement Date at an annual rate of
Compensation equal to the annual rate of your Compensation in
effect immediately prior to your "involuntary termination" or, if
your "involuntary termination" occurs following a reduction of
your salary under Paragraph (7)(ii) below, the annual rate of your
Compensation in effect immediately prior to such reduction of your
salary.  For this purpose, the single lump sum amount that is of
Equivalent Actuarial Value to your Supplemental Pension shall be
determined using the conversion factors that were in effect under
the Retirement Plan on July 24, 1990.  Notwithstanding the
foregoing, the amount so payable to you under this Paragraph (6)
shall be subject to reduction as required under the "excess
parachute payment cutback" provisions of Section 7(c) of the 1990
Change in Control and Severance Policy for Top Tier Officers of
United States Trust Company of New York and Affiliated Companies.

        (7)     The term "involuntary termination" as used in the
Agreement means the termination of your employment with the
Corporation or any of its affiliated companies (i) by the
Corporation or any of its affiliated companies or (ii) by you
after any reduction in your salary, any change in location of your
place of employment to a location outside the Borough of Manhattan
without your consent, a material decrease in your responsibilities
with respect to the business of the Corporation or any of its
affiliated companies, or any other material adverse change in the
conditions of your employment by the Corporation or any of its
affiliated companies.

        (8)     The term "change in control" as used in the Agreement
means that after the "Closing Date" as defined in the Merger
Agreement:

        (A)     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 

<PAGE>   12
Mr. Jeffrey S. Maurer                                                  5

1934) other than directly from the Corporation;

        (B)     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

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

        (9)     Notwithstanding any other provision of the Agreement, no
amounts shall become payable pursuant to Paragraph 6 above to the
extent that the Board of Directors otherwise 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 common shares
acquired or directors appointed under (A) or (C) of the 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 Paragraph directing that such amounts
not become payable may be rescinded or countermanded at any time
with or without retroactive effect. Notwithstanding the foregoing,
any resolution of the Board of Directors directing that amounts
otherwise payable under Paragraph 6 above shall not become
payable, and any resolution of the Board of Directors rescinding
or countermanding any such resolution, shall be given effect for
purposes of this Agreement only if, at the time the Board of
Directors adopts such resolution or rescinding resolution, it also
adopts, or has previously adopted, a similar resolution with
respect to the Change in Control Benefits payable to participants
under each other Change in Control Plan maintained by the
Corporation or any of its affiliated companies.  For this purpose,
the terms "Change in Control Benefits" and "Change in Control
Plans" shall have the same meaning as assigned to such terms under
the 1990 Change in Control and Severance Policy for Top Tier
Officers of United States Trust Company of New York and Affiliated
Companies.

        (10)     In the event of a change in control, all powers of the
Committee under the Agreement shall thereafter be exercised solely
by the Committee as it was constituted immediately prior to the
change in control.

        (11)     The determination of the amount of the Supplemental
Pension payable and of the amount of all benefit offsets described
herein shall be made by the Committee in 

<PAGE>   13
Mr. Jeffrey S. Maurer                                                  6

its sole discretion and any determination or interpretation of the
Committee shall be final, binding and conclusive on all persons. You
shall furnish, or take whatever steps are necessary to permit you to
furnish, the Committee with all information that is reasonably
requested by it to enable it to make such determination.  Except as
otherwise provided in Paragraph 6, if, notwithstanding any election
that you might have made, payment of any benefit offsets described in
Paragraph 1 could not have commenced on the date payment of your
Supplemental Pension under Paragraph 1 is to commence, such benefit
offsets shall be taken into account on the earliest date on which
payment of such benefit offsets could have commenced.

        (12)    All Supplemental Pension payments shall be paid in cash
from the general funds of the Corporation, and no special or
separate fund shall be established, and no segregation of assets
shall be made, to assure payment of such Supplemental Pension.
You shall have the status of a general unsecured creditor of the
Corporation with respect to your right to receive any payment
under the Agreement.  The Agreement 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 Agreement be treated as unfunded
for tax purposes, as well as for purposes of Title I of ERISA.
Nothing in the Agreement shall preclude the Corporation from
establishing and funding a "rabbi trust" to provide for the
payment of benefits under the Agreement.

        (13)    No Supplemental Pension payable under the Agreement
shall be deemed salary or other compensation to you for the
purpose of computing benefits to which you may be entitled under
the Retirement Plan, the 401(K) Plan and ESOP of United States
Trust Company of America and Affiliated Companies or any other
plan or arrangement maintained by the Corporation or any of its
affiliated companies for the benefit of its employees.

        (14)    The Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns and you,
your designees and your estate.  It is understood and agreed that
immediately prior to the New Holdings Distribution, as defined in
the Merger Agreement, this Agreement shall be transferred to New
USTC Holdings Corporation, and that upon such transfer, New USTC
Holdings Corporation will assume and become solely responsible for
all of the liabilities and obligations of the Corporation under
this Agreement.

<PAGE>   14
Mr. Jeffrey S. Maurer                                                  7


        (15)    Your rights to payments under the Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, incumbrance, attachment, or garnishment by
your creditors or those of your Beneficiary.

        (16)    The Agreement is not an employment agreement and nothing
contained herein shall give you any right or claim to be retained
in the employ of the Corporation or any of its affiliated
companies, or shall obligate the Corporation or any of its
affiliated companies to continue your employment.

        (17)    The Corporation may withhold from any Supplemental
Pension or other payments otherwise required to be made under the
Agreement all Federal, State, City or other taxes as shall be
required pursuant to any law or governmental regulation or
ruling.

        (18)    The Agreement supersedes and replaces all prior
agreements between you and the Corporation and any of its
affiliated companies with respect to the subject matter hereof.
I have been authorized to execute the Agreement on behalf of the
Corporation. Please acknowledge your agreement to be bound by the
terms and conditions of the Agreement by signing the enclosed copy
of the Agreement and returning it to me.



----------------------------------
     Philip L. Smith, Chairman
Compensation and Benefits Committee



Acknowledged and Agreed to the

________ day of _____________ 1995


------------------------------------
<PAGE>   15

                     [letterhead of U.S. Trust Corporation]


August 29, 1995

Mr. Frederick B. Taylor
One Westerleigh Court
Purchase, NY  10577

Dear Fred:

The purpose of this letter is to amend and restate the prior
agreements between you and U.S. Trust, which set forth the terms
and conditions under which you were to be provided a supplemental
retirement benefit (the "Supplemental Pension"), so as to reflect
the transactions that will be undertaken in connection with the
merger of U.S. Trust Corporation (the "Corporation") with The
Chase Manhattan Corporation ("Chase") pursuant to the Agreement
and Plan of Merger between Chase and the Corporation dated as of
November 18, 1994 (the "Merger Agreement") and to make certain
other changes.

Upon your acknowledgment of and agreement to this Amendment and
Restatement as provided on the last page hereof, this letter
agreement (the "Agreement") shall supersede and replace, in its
entirety, the prior agreements, and the Supplemental Pension shall
be provided on the terms and conditions set forth below.  All
capitalized terms not otherwise defined herein shall have the same
meaning as is given to them in the Employees' Retirement Plan of
United States Trust Company of New York and Affiliated Companies
(the "Retirement Plan").

        (1)     The Supplemental Pension shall be equal to the Pension
that you would have been entitled to receive under the Retirement
Plan upon retirement on your Normal Retirement Date calculated as
if:

        (A)     you had been a Member of the Retirement Plan for an
uninterrupted period beginning on June 27, 1966 (the "Starting
Date"), and ending on September 1, 2006 (your "Normal Retirement
Date");

        (B)     your Credited Service in fact equalled the maximum
number of units of Credited Service that could be credited for
such uninterrupted period under the Retirement 

<PAGE>   16
Mr. Frederick B. Taylor                                                 2

plan as now in effect or, if greater, as in effect on the date of
your termination ("Maximum Units of Service");

        (C)     the provisions of Sections 401 (a)(17) and 415 of the
Internal Revenue Code of 1986, as amended, and the Maximum Pension
Limitations of Section 7.7 (or any successor provision) of the
Retirement Plan were inapplicable; and

        (D)     you had elected, with the consent of your spouse to the
extent required by the terms of the Retirement Plan or applicable
law, the normal form of Pension payable to a retired Member only
during his lifetime pursuant to Option 3 of Section 8.4 (or any
successor provision) of the Retirement Plan; such amount to be
reduced (but not below zero) by the sum of the annual amounts that
you are in fact entitled to receive on your retirement on your
Normal Retirement Date (i) from the Retirement Plan, (ii) from the
Benefit Equalization Plan of U.S. Trust Corporation or any similar
pension or executive benefit plan of the Corporation or any of its
affiliated companies (all such plans are hereinafter collectively
referred to as the "Benefit Equalization Plan") to the extent that
any such amount is attributable to the Retirement Plan, and (iii)
from any qualified defined benefit plan in which you participated
during any previous employment (the "Prior Plans").  For purposes
of determining the amount of the reduction required under the
preceding sentence, if any amount described in clause (i), (ii) or
(iii) thereof, is not in fact payable in the same form as
specified in Option 3 of Section 8.4 (or any successor provision)
of the Retirement Plan, such amount shall be converted into an
amount that is of Equivalent Actuarial Value (as defined in the
Retirement Plan) to such amount if such amount were payable in the
form specified in Option 3.

        (2)     Notwithstanding the method of calculation described
above, you may elect, with the consent of the Compensation and
Benefit Committee of the Board of Directors (the "Committee"), to
have such amount paid on an actuarially equivalent basis under any
of the optional forms of Pension then available under Section 8.4
(or any successor provision) of the Retirement Plan, using the
same factors as are prescribed under the Retirement Plan for
determining actuarial equivalence.  Any such election must be made
at least two years prior to your Normal Retirement Date.

        (3)     Except as provided in Paragraph 5 below, the
Supplemental Pension shall not be payable to you prior to your Normal
Retirement Date or, if later, the effective date of your termination
of employment with the Corporation or any of its affiliated

<PAGE>   17
Mr. Frederick B. Taylor                                                3

companies.

        (4)     Notwithstanding any other provision of the Agreement, no
Supplemental Pension shall be payable hereunder except as provided
in Paragraphs 5 and 6 below if prior to your Normal Retirement
Date your employment with the Corporation or any of its affiliated
companies is terminated for any reason other than disability.

        (5)     In the event of your death prior to the commencement of
the Supplemental Pension, while you are employed by the
Corporation or any of its affiliated companies and a Member of the
Retirement Plan, there shall be paid to your surviving spouse (if
any) an amount equal to (A) the Spouse's Preretirement
Survivorship Pension which would have been paid to your surviving
spouse, based on your Maximum Units of Service, if you (i) had
satisfied the Retirement Plan's requirements for payment of a
Spouse's Preretirement Survivorship Pension, (ii) had been a
Member of the Retirement Plan for an uninterrupted period
beginning on the Starting Date and ending on the date of your
death or, if your date of death is on or after the date of a
"change in control," ending on the date which would have been your
Normal Retirement Date if you had not died and had remained in the
employ of the Corporation or any of its affiliated companies until
your Normal Retirement Date, and (iii) had not waived such
coverage, reduced (but not below zero) by (B) the sum of any
amounts actually payable to your surviving spouse under (i) the
Retirement Plan, (ii) the Benefit Equalization Plan and (iii) the
Prior Plans, or, if greater, by (C) the sum of any amounts which
would have been payable under the plans referred to in clause (B)
if you had not waived any preretirement survivor benefit under
such plans and, with regard to the Prior Plans, you had elected a
50 percent joint and survivor annuity.  The amount so payable to
your surviving spouse under this Paragraph 5 shall be paid to her
in the same form as the Spouse's Preretirement Survivorship
Pension is payable to her under the Retirement Plan, with payments
commencing at the earliest date as of which she could elect under
the Retirement Plan to receive the Spouse's Preretirement
Survivorship Pension, whether or not she makes any such election.
If any amount payable to your surviving spouse under any plan
referred to in clause (B) hereof is to be paid in a form, or if
payment of such amount is to commence at a date, other than the form
or commencement date applicable to the payments to be made to your
surviving spouse under this Paragraph 5, the reduction required under
clause (B) or clause (C) hereof with respect to the amount so payable
shall be determined by converting such amount to an amount that is of
Equivalent Actuarial Value to the amount that would be payable to
your surviving spouse under such plan if payment thereof were to be
made in the same form, and were to commence as of the same date, as
the form and commencement date 


<PAGE>   18
Mr. Frederick B. Taylor                                                4

specified herein for the payments that are to be made to your
surviving spouse pursuant to this Paragraph 5.

        (6)     In the event of your "involuntary termination" following
a "change in control", the Supplemental Pension benefit provided
for you hereunder shall be paid to you in a single cash lump sum,
within 30 days after the date of your "involuntary termination".
The amount so payable to you shall be equal to the single lump sum
amount that is of Equivalent Actuarial Value to the Supplemental
Pension that would have been payable to you at your Normal
Retirement Date under Paragraph (1) above if you had remained in
the employ of the Corporation or any of its affiliated companies
through your Normal Retirement Date at an annual rate of
Compensation equal to the annual rate of your Compensation in
effect immediately prior to your "involuntary termination" or, if
your "involuntary termination" occurs following a reduction of
your salary under Paragraph (7)(ii) below, the annual rate of your
Compensation in effect immediately prior to such reduction of your
salary.  For this purpose, the single lump sum amount that is of
Equivalent Actuarial Value to your Supplemental Pension shall be
determined using the conversion factors that were in effect under
the Retirement Plan on July 24, 1990.  Notwithstanding the
foregoing, the amount so payable to you under this Paragraph (6)
shall be subject to reduction as required under the "excess
parachute payment cutback" provisions of Section 7(c) of the 1990
Change in Control and Severance Policy for Top Tier Officers of
United States Trust Company of New York and Affiliated Companies.

        (7)     The term "involuntary termination" as used in the
Agreement means the termination of your employment with the
Corporation or any of its affiliated companies (i) by the
Corporation or any of its affiliated companies or (ii) by you
after any reduction in your salary, any change in location of your
place of employment to a location outside the Borough of Manhattan
without your consent, a material decrease in your responsibilities
with respect to the business of the Corporation or any of its
affiliated companies, or any other material adverse change in the
conditions of your employment by the Corporation or any of its
affiliated companies.

        (8)     The term "change in control" as used in the Agreement
means that after the "Closing Date" as defined in the Merger
Agreement:

        (A)     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 

<PAGE>   19
Mr. Frederick B. Taylor                                                5


1934) other than directly from the Corporation;

        (B)     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

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

        (9)     Notwithstanding any other provision of the Agreement, no
amounts shall become payable pursuant to Paragraph 6 above to the
extent that the Board of Directors otherwise 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 common shares
acquired or directors appointed under (A) or (C) of the 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 Paragraph directing that such amounts
not become payable may be rescinded or countermanded at any time
with or without retroactive effect. Notwithstanding the foregoing,
any resolution of the Board of Directors directing that amounts
otherwise payable under Paragraph 6 above shall not become
payable, and any resolution of the Board of Directors rescinding
or countermanding any such resolution, shall be given effect for
purposes of this Agreement only if, at the time the Board of
Directors adopts such resolution or rescinding resolution, it also
adopts, or has previously adopted, a similar resolution with
respect to the Change in Control Benefits payable to participants
under each other Change in Control Plan maintained by the
Corporation or any of its affiliated companies.  For this purpose,
the terms "Change in Control Benefits" and "Change in Control
Plans" shall have the same meaning as assigned to such terms under
the 1990 Change in Control and Severance Policy for Top Tier
Officers of United States Trust Company of New York and Affiliated
Companies.

        (10)     In the event of a change in control, all powers of the
Committee under the Agreement shall thereafter be exercised solely
by the Committee as it was constituted immediately prior to the
change in control.

        (11)     The determination of the amount of the Supplemental
Pension payable and of the amount of all benefit offsets described
herein shall be made by the Committee in 

<PAGE>   20
Mr. Frederick B. Taylor                                                6


its sole discretion and any determination or interpretation of the
Committee shall be final, binding and conclusive on all persons. You
shall furnish, or take whatever steps are necessary to permit you to
furnish, the Committee with all information that is reasonably
requested by it to enable it to make such determination.  Except as
otherwise provided in Paragraph 6, if, notwithstanding any election
that you might have made, payment of any benefit offsets described in
Paragraph 1 could not have commenced on the date payment of your
Supplemental Pension under Paragraph 1 is to commence, such benefit
offsets shall be taken into account on the earliest date on which
payment of such benefit offsets could have commenced.

        (12)    All Supplemental Pension payments shall be paid in cash
from the general funds of the Corporation, and no special or
separate fund shall be established, and no segregation of assets
shall be made, to assure payment of such Supplemental Pension.
You shall have the status of a general unsecured creditor of the
Corporation with respect to your right to receive any payment
under the Agreement.  The Agreement 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 Agreement be treated as unfunded
for tax purposes, as well as for purposes of Title I of ERISA.
Nothing in the Agreement shall preclude the Corporation from
establishing and funding a "rabbi trust" to provide for the
payment of benefits under the Agreement.

        (13)    No Supplemental Pension payable under the Agreement
shall be deemed salary or other compensation to you for the
purpose of computing benefits to which you may be entitled under
the Retirement Plan, the 401(K) Plan and ESOP of United States
Trust Company of New York and Affiliated Companies or any other
plan or arrangement maintained by the Corporation or any of its
affiliated companies for the benefit of its employees.

        (14)    The Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns and you,
your designees and your estate.  It is understood and agreed that
immediately prior to the New Holdings Distribution, as defined in
the Merger Agreement, this Agreement shall be transferred to New
USTC Holdings Corporation, and that upon such transfer, New USTC
Holdings Corporation will assume and become solely responsible for
all of the liabilities and obligations of the Corporation under
this Agreement.



<PAGE>   21
Mr. Frederick B. Taylor                                                7


        (15)    Your rights to payments under the Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, incumbrance, attachment, or garnishment by
your creditors or those of your Beneficiary.

        (16)    The Agreement is not an employment agreement and nothing
contained herein shall give you any right or claim to be retained
in the employ of the Corporation or any of its affiliated
companies, or shall obligate the Corporation or any of its
affiliated companies to continue your employment.

        (17)    The Corporation may withhold from any Supplemental
Pension or other payments otherwise required to be made under the
Agreement all Federal, State, City or other taxes as shall be
required pursuant to any law or governmental regulation or
ruling.

        (18)    The Agreement supersedes and replaces all prior
agreements between you and the Corporation and any of its
affiliated companies with respect to the subject matter hereof.
I have been authorized to execute the Agreement on behalf of the
Corporation. Please acknowledge your agreement to be bound by the
terms and conditions of the Agreement by signing the enclosed copy
of the Agreement and returning it to me.



----------------------------------
     Philip L. Smith, Chairman
Compensation and Benefits Committee



Acknowledged and Agreed to the

________ day of _____________ 1995


--------------------------------------
<PAGE>   22
              [letterhead of U.S. Trust Corporation]


August 29, 1995

Mr. Joel Abramowitz
2591 Kevin Road
Seaford, NY  11783

Dear Joel:

Mr. Joel Abramowitz

The purpose of this letter is to amend and restate the prior
agreements between you and U.S. Trust, which set forth the terms
and conditions under which you were to be provided a supplemental
retirement benefit (the "Supplemental Pension"), so as to reflect
the transactions that will be undertaken in connection with the
merger of U.S. Trust Corporation (the "Corporation") with The
Chase Manhattan Corporation ("Chase") pursuant to the Agreement
and Plan of Merger between Chase and the Corporation dated as of
November 18, 1994 (the "Merger Agreement") and to make certain
other changes.

Upon your acknowledgment of and agreement to this Amendment and
Restatement as provided on the last page hereof, this letter
agreement (the "Agreement") shall supersede and replace, in its
entirety, the prior agreements, and the Supplemental Pension shall
be provided on the terms and conditions set forth below.  All
capitalized terms not otherwise defined herein shall have the same
meaning as is given to them in the Employees' Retirement Plan of
United States Trust Company of New York and Affiliated Companies
(the "Retirement Plan").

        (1)     The Supplemental Pension shall be equal to the Pension
that you would have been entitled to receive under the Retirement
Plan upon retirement on your Normal Retirement Date calculated as
if:

        (A)     you had been a Member of the Retirement Plan for an
uninterrupted period beginning on May 11, 1959 (the "Starting
Date"), and ending on March 1, 2006 (your "Normal Retirement
Date");

        (B)     your Credited Service in fact equalled the maximum
number of units of Credited Service that could be credited for
such uninterrupted period under the Retirement 


<PAGE>   23
Mr. Joel Abramowitz                                                     2


plan as now in effect or, if greater, as in effect on the date of
your termination ("Maximum Units of Service");

        (C)     the provisions of Sections 401 (a)(17) and 415 of the
Internal Revenue Code of 1986, as amended, and the Maximum Pension
Limitations of Section 7.7 (or any successor provision) of the
Retirement Plan were inapplicable; and

        (D)     you had elected, with the consent of your spouse to the
extent required by the terms of the Retirement Plan or applicable
law, the normal form of Pension payable to a retired Member only
during his lifetime pursuant to Option 3 of Section 8.4 (or any
successor provision) of the Retirement Plan; such amount to be
reduced (but not below zero) by the sum of the annual amounts that
you are in fact entitled to receive on your retirement on your
Normal Retirement Date (i) from the Retirement Plan, (ii) from the
Benefit Equalization Plan of U.S. Trust Corporation or any similar
pension or executive benefit plan of the Corporation or any of its
affiliated companies (all such plans are hereinafter collectively
referred to as the "Benefit Equalization Plan") to the extent that
any such amount is attributable to the Retirement Plan, and (iii)
from any qualified defined benefit plan in which you participated
during any previous employment (the "Prior Plans").  For purposes
of determining the amount of the reduction required under the
preceding sentence, if any amount described in clause (i), (ii) or
(iii) thereof, is not in fact payable in the same form as
specified in Option 3 of Section 8.4 (or any successor provision)
of the Retirement Plan, such amount shall be converted into an
amount that is of Equivalent Actuarial Value (as defined in the
Retirement Plan) to such amount if such amount were payable in the
form specified in Option 3.

        (2)     Notwithstanding the method of calculation described
above, you may elect, with the consent of the Compensation and
Benefit Committee of the Board of Directors (the "Committee"), to
have such amount paid on an actuarially equivalent basis under any
of the optional forms of Pension then available under Section 8.4
(or any successor provision) of the Retirement Plan, using the
same factors as are prescribed under the Retirement Plan for
determining actuarial equivalence.  Any such election must be made
at least two years prior to your Normal Retirement Date.

        (3)     Except as provided in Paragraph 5 below, the
Supplemental Pension shall not be payable to you prior to your
Normal Retirement Date or, if later, the effective date of your
termination of employment with the Corporation or any of its
affiliated 

<PAGE>   24
Mr. Joel Abramowitz                                                    3


companies.

        (4)     Notwithstanding any other provision of the Agreement, no
Supplemental Pension shall be payable hereunder except as provided
in Paragraphs 5 and 6 below if prior to your Normal Retirement
Date your employment with the Corporation or any of its affiliated
companies is terminated for any reason other than disability.

        (5)     In the event of your death prior to the commencement of
the Supplemental Pension, while you are employed by the
Corporation or any of its affiliated companies and a Member of the
Retirement Plan, there shall be paid to your surviving spouse (if
any) an amount equal to (A) the Spouse's Preretirement
Survivorship Pension which would have been paid to your surviving
spouse, based on your Maximum Units of Service, if you (i) had
satisfied the Retirement Plan's requirements for payment of a
Spouse's Preretirement Survivorship Pension, (ii) had been a
Member of the Retirement Plan for an uninterrupted period
beginning on the Starting Date and ending on the date of your
death or, if your date of death is on or after the date of a
"change in control," ending on the date which would have been your
Normal Retirement Date if you had not died and had remained in the
employ of the Corporation or any of its affiliated companies until
your Normal Retirement Date, and (iii) had not waived such
coverage, reduced (but not below zero) by (B) the sum of any
amounts actually payable to your surviving spouse under (i) the
Retirement Plan, (ii) the Benefit Equalization Plan and (iii) the
Prior Plans, or, if greater, by (C) the sum of any amounts which
would have been payable under the plans referred to in clause (B)
if you had not waived any preretirement survivor benefit under
such plans and, with regard to the Prior Plans, you had elected a
50 percent joint and survivor annuity.  The amount so payable to
your surviving spouse under this Paragraph 5 shall be paid to her
in the same form as the Spouse's Preretirement Survivorship
Pension is payable to her under the Retirement Plan, with payments
commencing at the earliest date as of which she could elect under
the Retirement Plan to receive the Spouse's Preretirement
Survivorship Pension, whether or not she makes any such election.
If any amount payable to your surviving spouse under any plan
referred to in clause (B) hereof is to be paid in a form, or if
payment of such amount is to commence at a date, other than the form
or commencement date applicable to the payments to be made to your
surviving spouse under this Paragraph 5, the reduction required under
clause (B) or clause (C) hereof with respect to the amount so payable
shall be determined by converting such amount to an amount that is of
Equivalent Actuarial Value to the amount that would be payable to
your surviving spouse under such plan if payment thereof were to be
made in the same form, and were to commence as of the same date, as
the form and commencement date 


<PAGE>   25
Mr. Joel Abramowitz                                                    4


specified herein for the payments that are to be made to your
surviving spouse pursuant to this Paragraph 5.

        (6)     In the event of your "involuntary termination" following
a "change in control", the Supplemental Pension benefit provided
for you hereunder shall be paid to you in a single cash lump sum,
within 30 days after the date of your "involuntary termination".
The amount so payable to you shall be equal to the single lump sum
amount that is of Equivalent Actuarial Value to the Supplemental
Pension that would have been payable to you at your Normal
Retirement Date under Paragraph (1) above if you had remained in
the employ of the Corporation or any of its affiliated companies
through your Normal Retirement Date at an annual rate of
Compensation equal to the annual rate of your Compensation in
effect immediately prior to your "involuntary termination" or, if
your "involuntary termination" occurs following a reduction of
your salary under Paragraph (7)(ii) below, the annual rate of your
Compensation in effect immediately prior to such reduction of your
salary.  For this purpose, the single lump sum amount that is of
Equivalent Actuarial Value to your Supplemental Pension shall be
determined using the conversion factors that were in effect under
the Retirement Plan on July 24, 1990.  Notwithstanding the
foregoing, the amount so payable to you under this Paragraph (6)
shall be subject to reduction as required under the "excess
parachute payment cutback" provisions of Section 7(c) of the 1990
Change in Control and Severance Policy for Top Tier Officers of
United States Trust Company of New York and Affiliated Companies.

        (7)     The term "involuntary termination" as used in the
Agreement means the termination of your employment with the
Corporation or any of its affiliated companies (i) by the
Corporation or any of its affiliated companies or (ii) by you
after any reduction in your salary, any change in location of your
place of employment to a location outside the Borough of Manhattan
without your consent, a material decrease in your responsibilities
with respect to the business of the Corporation or any of its
affiliated companies, or any other material adverse change in the
conditions of your employment by the Corporation or any of its
affiliated companies.

        (8)     The term "change in control" as used in the Agreement
means that after the "Closing Date" as defined in the Merger
Agreement:

        (A)     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 



<PAGE>   26
Mr. Joel Abramowitz                                                    5

1934) other than directly from the Corporation;

        (B)     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

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

        (9)     Notwithstanding any other provision of the Agreement, no
amounts shall become payable pursuant to Paragraph 6 above to the
extent that the Board of Directors otherwise 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 common shares
acquired or directors appointed under (A) or (C) of the 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 Paragraph directing that such amounts
not become payable may be rescinded or countermanded at any time
with or without retroactive effect. Notwithstanding the foregoing,
any resolution of the Board of Directors directing that amounts
otherwise payable under Paragraph 6 above shall not become
payable, and any resolution of the Board of Directors rescinding
or countermanding any such resolution, shall be given effect for
purposes of this Agreement only if, at the time the Board of
Directors adopts such resolution or rescinding resolution, it also
adopts, or has previously adopted, a similar resolution with
respect to the Change in Control Benefits payable to participants
under each other Change in Control Plan maintained by the
Corporation or any of its affiliated companies.  For this purpose,
the terms "Change in Control Benefits" and "Change in Control
Plans" shall have the same meaning as assigned to such terms under
the 1990 Change in Control and Severance Policy for Top Tier
Officers of United States Trust Company of New York and Affiliated
Companies.

        (10)     In the event of a change in control, all powers of the
Committee under the Agreement shall thereafter be exercised solely
by the Committee as it was constituted immediately prior to the
change in control.

        (11)     The determination of the amount of the Supplemental
Pension payable and of the amount of all benefit offsets described
herein shall be made by the Committee in 


<PAGE>   27
Mr. Joel Abramowitz                                                    6

its sole discretion and any determination or interpretation of the
Committee shall be final, binding and conclusive on all persons. You
shall furnish, or take whatever steps are necessary to permit you to
furnish, the Committee with all information that is reasonably
requested by it to enable it to make such determination.  Except as
otherwise provided in Paragraph 6, if, notwithstanding any election
that you might have made, payment of any benefit offsets described in
Paragraph 1 could not have commenced on the date payment of your
Supplemental Pension under Paragraph 1 is to commence, such benefit
offsets shall be taken into account on the earliest date on which
payment of such benefit offsets could have commenced.

        (12)    All Supplemental Pension payments shall be paid in cash
from the general funds of the Corporation, and no special or
separate fund shall be established, and no segregation of assets
shall be made, to assure payment of such Supplemental Pension.
You shall have the status of a general unsecured creditor of the
Corporation with respect to your right to receive any payment
under the Agreement.  The Agreement 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 Agreement be treated as unfunded
for tax purposes, as well as for purposes of Title I of ERISA.
Nothing in the Agreement shall preclude the Corporation from
establishing and funding a "rabbi trust" to provide for the
payment of benefits under the Agreement.

        (13)    No Supplemental Pension payable under the Agreement
shall be deemed salary or other compensation to you for the
purpose of computing benefits to which you may be entitled under
the Retirement Plan, the 401(K) Plan and ESOP of United States
Trust Company of New York and Affiliated Companies or any other
plan or arrangement maintained by the Corporation or any of its
affiliated companies for the benefit of its employees.

        (14)    The Agreement shall be binding upon and inure to the
benefit of the Corporation and its successors and assigns and you,
your designees and your estate.  It is understood and agreed that
immediately prior to the New Holdings Distribution, as defined in
the Merger Agreement, this Agreement shall be transferred to New
USTC Holdings Corporation, and that upon such transfer, New USTC
Holdings Corporation will assume and become solely responsible for
all of the liabilities and obligations of the Corporation under
this Agreement.


<PAGE>   28
Mr. Joel Abramowitz                                                    7


        (15)    Your rights to payments under the Agreement shall not be
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, incumbrance, attachment, or garnishment by
your creditors or those of your Beneficiary.

        (16)    The Agreement is not an employment agreement and nothing
contained herein shall give you any right or claim to be retained
in the employ of the Corporation or any of its affiliated
companies, or shall obligate the Corporation or any of its
affiliated companies to continue your employment.

        (17)    The Corporation may withhold from any Supplemental
Pension or other payments otherwise required to be made under the
Agreement all Federal, State, City or other taxes as shall be
required pursuant to any law or governmental regulation or
ruling.

        (18)    The Agreement supersedes and replaces all prior
agreements between you and the Corporation and any of its
affiliated companies with respect to the subject matter hereof.
I have been authorized to execute the Agreement on behalf of the
Corporation. Please acknowledge your agreement to be bound by the
terms and conditions of the Agreement by signing the enclosed copy
of the Agreement and returning it to me.



----------------------------------
     Philip L. Smith, Chairman
Compensation and Benefits Committee



Acknowledged and Agreed to the

________ day of _____________ 1995


------------------------------------