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                                                                  EXHIBIT 10.10


                           BENEFIT EQUALIZATION PLAN
                                       OF
                             U.S TRUST CORPORATION

                            AS AMENDED AND RESTATED
                       EFFECTIVE AS OF SEPTEMBER 1, 1995

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1.       PURPOSE

         The Plan hereinafter set forth represents a continuation of the
Benefit Equalization Plan maintained by U.S. Trust Corporation, before its
merger with The Chase Manhattan Corporation ("Chase") pursuant to the Agreement
and Plan of Merger dated as of November 18, 1994 between Chase and U.S. Trust
Corporation (the "Merger Agreement").  The Plan has been 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 Merger Agreement, and
(b) to reflect the "Distribution" and the "Merger", as defined in the Merger
Agreement.

         The purpose of the Plan, as so continued, is to provide members of the
Employees' Retirement Plan of United States Trust Company of New York and
Affiliated Companies, and their surviving spouses, with benefits that would
have been payable to them under such plan but for the limitations placed on
benefits payable under such plan by sections 401(a)(17) and 415 of the Code.

         The Plan is intended to constitute an "excess benefit plan", as that
term is defined in section 3(36) of ERISA, to the extent that the Plan provides
benefits equal to any reduction in benefits under the Retirement Plan
attributable solely to the limitations imposed by section 415 of the Code.  The
Plan is intended to constitute an unfunded plan of deferred compensation for "a
select group of management or highly compensated employees", within the meaning
of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, to the extent that the
Plan provides any other benefits.

2.       DEFINITIONS

         When used herein, the following terms shall have the following
meanings:
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         "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.

         "BENEFIT LIMITATIONS" means (i) the limitation imposed by section
401(a)(17) of the Code on the amount of an Eligible Employee's annual
compensation that may be taken into account in computing the Eligible
Employee's pension benefit under the Retirement Plan and (ii) the limitations
imposed by section 415 of the Code on the amount of the pension benefit payable
to an Eligible Employee under the Retirement Plan.

         "BOARD OF DIRECTORS" means the Board of Directors of the Corporation.

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

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

         "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.

         "EARLIEST PAYMENT DATE" means (i) the date as of which payment of an
Eligible Employee's Pension under the Retirement Plan commences, or (ii) if
earlier, the earliest date as of which the Eligible Employee could elect, under
the Retirement Plan, to have payment of his or her Pension commence.

         "ELIGIBLE EMPLOYEE" means any Employee who becomes entitled to receive
a Pension pursuant to Article 5 or Article 6 of the Retirement Plan, the amount
of which is less than the amount of the Pension he or she would be entitled to
receive if the Employee's Pension were calculated without regard to the Benefit
Limitations.

         "ELIGIBLE SPOUSE" means the surviving spouse of a deceased Employee
who, upon such Employee's death, becomes entitled to receive a Spouse's
Preretirement Survivorship Pension pursuant to Section 8.7 of the Retirement
Plan, the amount of which is less than the amount of the Spouse's Preretirement
Survivorship Pension he or she would be entitled to receive if the Pension that
the deceased Employee would have been entitled to receive had he or she not
died were calculated without regard to the Benefit Limitations.
Notwithstanding the foregoing, the surviving spouse of a deceased Employee
shall not be treated as an Eligible Spouse for purposes of this Plan if payment
of an Excess Pension Benefit to such deceased Employee had commenced prior to
his or her death.

         "EMPLOYEE" means any person employed, or formerly employed, by the
Corporation, U.S. Trust Corporation, or any of their Affiliated Companies that
participates, or formerly participated, in the Retirement Plan.





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         "EQUIVALENT ACTUARIAL VALUE" shall have the same meaning as is
assigned to such term under the Retirement Plan for purposes of converting a
life annuity to a 50% joint and survivor annuity, or, as the context may
require, for purposes of determining the amount of distributions payable in the
form of a lump sum payment under Section 7.6 of the Retirement Plan.

         "JOINT AND SURVIVOR PENSION" means a monthly annuity payable to an
Eligible Employee during his lifetime, with a monthly survivor's annuity
payable after the death of such Eligible Employee to his spouse on his Payment
Starting Date who survives him for such spouse's life (regardless of such
spouse's remarriage after his death) in the amount of 50% of the monthly
annuity paid to the Eligible Employee prior to his death.

         "PAYMENT STARTING DATE" means the first day of the month coinciding
with or next following the later of (i) the date of the Eligible Employee's
Termination of Employment, or (ii) the Eligible Employee's Earliest Payment
Date.

         "PLAN" means the Benefit Equalization Plan of U.S. Trust Corporation,
as set forth herein and as amended and restated from time to time.

         "RETIREMENT PLAN" means the Employees' Retirement Plan of United
States Trust Company of New York and Affiliated Companies, as amended and
restated from time to time.

         "TERMINATION OF EMPLOYMENT" means the termination of an Employee's
employment with the Corporation and all of its Affiliated Companies.

         Each other capitalized term used herein, not otherwise defined, shall
have the meaning given to such term under the Retirement Plan.

3.       EXCESS PENSION BENEFIT

         Upon an Eligible Employee's Termination of Employment for any reason
other than death, the Eligible Employee shall be entitled to receive an Excess
Pension Benefit under this Plan.

         The Excess Pension Benefit shall be a Pension which is equal to the
excess of (i) the Pension that would be payable to the Eligible Employee under
the Retirement Plan in the form of a single life annuity if payment thereof
were to commence on the Eligible Employee's Payment Starting Date, calculated
without regard to the Benefit Limitations, over (ii) the Pension that would be
payable to the Eligible Employee under the Retirement Plan in the form of a
single life annuity if payment thereof were to commence on the Eligible
Employee's Payment Starting Date, calculated by taking into account the Benefit
Limitations.

         The Excess Pension Benefit shall be payable on a monthly basis, and
each payment thereof shall be due on the first day of the month.  In the case
of an Eligible Employee who is not married





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on his Payment Starting Date, the Excess Pension Benefit shall be payable in
the form of a single life annuity.  In the case of an Eligible Employee who is
married on his Payment Starting Date, the Excess Pension Benefit shall be
payable in the form of a Joint and Survivor Pension which shall be of
Equivalent Actuarial Value to the Excess Pension Benefit payable in the form of
a single life annuity.

         Payment of the Excess Pension Benefit to the Eligible Employee shall
commence as of his Payment Starting Date, and shall terminate with the payment
due for the month in which he dies. Payment of a survivor's annuity under the
Excess Pension Benefit to the Eligible Employee's surviving spouse shall
commence on the first day of the month following the date of the Eligible
Employee's death, and shall terminate with the payment due for the month in
which the surviving spouse dies.

4.       EXCESS SURVIVORSHIP PENSION BENEFIT

         Upon the death of an Employee, the Employee's Eligible Spouse shall be
entitled to receive an Excess Survivorship Pension Benefit under this Plan.

         The Excess Survivorship Pension Benefit shall be a Pension which is
equal to the excess of (i) the Spouse's Preretirement Survivorship Pension that
would be payable to the Eligible Spouse under the Retirement Plan if payment
thereof were to commence on the first day of the month following the date of
the Employee's death, calculated without regard to the Benefit Limitations,
over (ii) the Spouse's Preretirement Survivorship Pension that would be payable
to the Eligible Spouse under the Retirement Plan if payment thereof were to
commence on the first day of the month following the date of the Employee's
death, calculated by taking into account the Benefit Limitations.

         The Excess Survivorship Pension Benefit shall be payable in the form
of a single life annuity.  Payments shall be made on a monthly basis, and shall
be due on the first day of the month. Payment of the Excess Survivorship
Pension Benefit to the Eligible Spouse shall commence as of the first day of
the month following the date of the Employee's death, and shall terminate with
the payment due for the month in which the surviving spouse dies.

5.       SOURCE OF PAYMENT

         All payments to be made hereunder shall be paid from the general
assets of the Corporation, and no special or separate fund shall be established
and no segregation of assets shall be made to assure such payments.  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 as
creating in any Eligible Employee or any other person any right, title or
beneficial ownership interest in or to any assets of the Corporation.  The Plan
constitutes a mere promise by the Corporation to make benefit payments in the
future.  It is the intention of the Corporation that the Plan be treated as
unfunded for Federal





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income tax purposes and for purposes of Title I of ERISA.  To the extent that
any person acquires a right to receive payments from the Corporation under the
Plan, such right shall be no greater than the right of any unsecured general
creditor of the Corporation.

         Notwithstanding the foregoing, the Corporation may establish a
bookkeeping reserve to reflect its obligations hereunder, or may establish a
"grantor" trust, within the meaning of sections 671 through 679 of the Code, to
assist it in making the payments provided for hereunder; provided, however,
that any bookkeeping reserve, and the assets of any trust, so established shall
not be deemed to constitute assets of this Plan, and the assets of any trust so
established shall at all times prior to payment to Eligible Employees and
Eligible Spouses remain a part of the general assets of the Corporation and
subject to the claims of the Corporation's general creditors.

6.       CHANGE IN CONTROL

         Notwithstanding any other provision in the Plan to the contrary (but
subject to the proviso contained in the definition of "Change in Control" in
(e) below), upon the occurrence of a Change in Control, the following
provisions shall apply.

         (a)  Each Eligible Employee and each Eligible Spouse for whom an
Excess Pension Benefit or an Excess Survivorship Pension Benefit had become
payable prior to a Change in Control shall be entitled, upon the occurrence of
such Change in Control, to receive, in full discharge of the Corporation's
obligations hereunder to such Eligible Employee or Eligible Spouse, an
immediate lump-sum cash payment, in an amount that is of Equivalent Actuarial
Value to the Excess Pension Benefit or the Excess Survivorship Pension Benefit
so payable.

         (b)  In the event of an Eligible Employee's Involuntary Termination
(as defined below) following a Change in Control, such Eligible Employee shall
be entitled, upon such Involuntary Termination, to receive, in full discharge
of the Corporation's obligations hereunder to such Eligible Employee, a single
lump-sum cash payment, in an amount that is of Equivalent Actuarial Value to
the Excess Pension Benefit that otherwise would have been payable to the
Eligible Employee under Section 4 as a result of such Termination of
Employment.

         (c)  All amounts payable under this Section 6, reduced by any taxes
withheld pursuant to Section 9(c), shall be paid as soon as practicable
following the Change in Control.

         (d)  As used herein, the term "Involuntary Termination" shall mean an
Eligible Employee's Termination of Employment (i) by the Corporation or any of
its Affiliated Companies or (ii) by the Eligible Employee after any reduction
in his or her salary, any change in location of the Eligible Employee's place
of employment to a location outside the Borough of Manhattan without his or her
consent, a material decrease in the Eligible Employee's responsibilities with
respect to the business of the Corporation or any of its Affiliated Companies,
or any other material adverse change in the





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conditions of the Eligible Employee's employment by the Corporation or any of
its Affiliated Companies.

         (e)  As used herein, the term "Change in Control" shall mean that any
of the following has occurred after the "Closing Date", as defined in the
Merger Agreement:

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

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

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

provided, however, that no Change in Control shall be deemed to have occurred,
and no right to receive any amount that becomes payable upon or after a Change
in Control as provided in this Section 6 shall exist, to the extent that the
Board of Directors so directs by resolution adopted prior to the Change in
Control, or not later than 45 days after the Change in Control if the
percentage of the Corporation's common shares acquired or directors elected
under clauses (i) or (iii) of the foregoing definition of Change in Control
shall be at least 20% but less than 25%.  Any resolution of the Board of
Directors adopted in accordance with the provisions of this definition
directing that a Change in Control shall be deemed not to have occurred for
purposes of this Plan may be rescinded or countermanded at any time with or
without retroactive effect.

7.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Committee, which shall have full
power and authority, in its discretion, 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.

         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, or
director or trustee of the Corporation or any of its Affiliated Companies to
whom any duty or power





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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.

8.       AMENDMENT AND TERMINATION

         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 Employee or any other person.  The Committee may adopt any
amendment that 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 Employee or other person to
benefits under the Plan that have accrued prior to the date of such action as
determined by the Committee in its sole discretion.

         Notwithstanding the above, and notwithstanding any other provision in
this Plan to the contrary, the Committee may direct that no benefit
attributable to the application under the Retirement Plan of the Benefit
Limitation described in clause (i) of the definition of the term "Benefit
Limitations" be paid with respect to an Eligible Employee if the Committee, in
its sole dis cretion, determines that the payment of such benefit would
jeopardize the Plan's status as a plan of deferred compensation for "a select
group of management or highly compensated employees" within the meaning of the
applicable provisions of ERISA with respect to such benefits.

9.       GENERAL PROVISIONS.

         The following additional provisions shall be applicable with respect
to the Plan.

         (a)  The Plan shall be binding upon and inure to the benefit of the
Corporation and its successors and assigns, and Eligible Employees, Eligible
Spouses, and their estates.  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 its assets to, an other corporation or organization that
assumes the Plan and all obligations of the Corporation hereunder.  The
Corporation agrees that it will make appropriate provision for the preservation
of Employees' rights under the Plan in any agreement or plan that 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 or
organization and the Plan shall continue in full force and effect.

         (b)  Neither the Plan nor any action taken hereunder shall be
construed as giving to any Employee the right to be retained in the employ of
the Corporation or any of its Affiliated





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Companies or as affecting the right of the Corporation or any of its Affiliated
Companies to dismiss any Employee.

         (c)  The Corporation shall withhold from all benefits otherwise
payable under the Plan all Federal, state, local or other taxes required
pursuant to law to be withheld with respect to such payments.

         (d)  The rights or interests of any Eligible Employee under the Plan
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors or
beneficiaries of such person.

         (e)  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, any
payment due to such person 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 for payment of such amount has been made by a duly
appointed legal representative of such person.  Any such payment shall be a
complete discharge of the liability of the Corporation therefor.

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





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