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                                                                EXHIBIT 10.16



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

                            AS AMENDED AND RESTATED
                       EFFECTIVE AS OF SEPTEMBER 1, 1995



1.       PURPOSE

         The Plan hereinafter set forth represents a continuation of the 1990
Change in Control and Severance Policy for Top Tier Officers of United States
Trust Company of New York, as maintained by United States Trust Company of New
York, before the merger of U.S. Trust Corporation 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 its adoption by New U.S.
Trust Company of New York, and New U.S. Trust Company of New York's assumption
of and becoming solely responsible for all liabilities and obligations of
United States Trust Company of New York 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 for payments
to (and other benefits for) certain officers of the Trust Company (as
hereinafter defined) and designated affiliates thereof whose service is
terminated under certain circumstances following changes in the ownership or
management of the Corporation (as hereinafter defined), and to provide for
regular severance payments to certain of such officers whose service is
otherwise terminated.

2.       DEFINITIONS

         The following definitions are applicable to the Plan:

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

         "AFFILIATE" means any affiliate of the Trust Company that has been
designated by the Committee specifically for purposes of participation in the
Plan.
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         "AWARDS PLANS" means the 1990 Annual Incentive Plan of United States
Trust Company of New York and Affiliated Companies (the "AIP"), the Executive
Incentive Plan of U.S. Trust Corporation, the 1995 Annual Incentive Plan of
United States Trust Company of New York and Affiliated Companies, and any
successor plan of any of the foregoing.

         "BASE SALARY" means, with respect to any Participant, his base salary
as in effect at the time his service is terminated; provided, however, that if
a Participant terminates his service following a reduction in the Participant's
base salary, then, for purposes of Section 5, his "Base Salary" shall mean his
base salary as in effect immediately prior to any such reduction.

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

         "BOARD OF TRUSTEES" means the Board of Trustees of the Trust Company.

         "CHANGE IN CONTROL" has the meaning set forth in Section 5(f).

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

         "CHANGE IN CONTROL PLAN" means any plan (including this Plan),
program, policy, or agreement or resolution of the Board of Trustees or Board
of Directors (or, with respect to periods prior to the New Holdings
Distribution, the Board of Trustees of United States Trust Company of New York
or the Board of Directors of U.S. Trust Corporation) under which a Change in
Control Benefit may be provided to a Participant.  All Change in Control Plans
shall be listed in Schedule C hereto, which shall be amended as necessary, from
time to time, by the Committee.

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

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

         "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.

         "FORMER MANAGEMENT COMMITTEE MEMBER" means any of the individuals
listed in Schedule B hereto.

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

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

                                      
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         "1987 POLICY" means the 1987 Change in Control Policy of United States
Trust Company of New York and Affiliated Companies, as set forth in and adopted
by resolutions of the Board of Directors of U.S. Trust Corporation at its
meeting on December 8, 1987, and as in effect immediately prior to the
effective date of the Plan.  The 1987 Policy is reproduced in Schedule D
hereto.

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

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

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

         "PROFIT-SHARING PLAN" means the Employees' Profit-Sharing Plan of
United States Trust Company of New York and Affiliated Companies, as in effect
on December 31, 1991 and any prior date.

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

         "STOCK PLAN" means the 1989 Stock Compensation Plan of U.S. Trust
Corporation, as in effect on any date prior to January 1, 1994.

         "TRUST COMPANY" means 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.

3.       ADMINISTRATION

         The Plan shall be administered by the Committee.  The Committee shall
have exclusive authority to determine all matters involving the administration,
operation and interpretation of the Plan, in its discretion.  All decisions,
actions or interpretations of the Committee under the Plan shall be final,
conclusive and binding upon all parties.  After a Change in Control, all powers
of the Committee under this Plan shall be exercised solely by the Committee as
it was constituted immediately prior to such Change in Control.

4.       PARTICIPATION

         (a)  A "Participant" shall mean any officer of the Trust Company or an
Affiliate who (i) is a Participant in the Executive Incentive Plan of U.S.
Trust Corporation, or (ii) is included in the list





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of persons designated for participation in the Plan set forth in Schedule A
hereto, as the same may be amended from time to time by the Committee, in its
sole discretion.

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

5.       CHANGE IN CONTROL

         (a)  SPECIAL SEVERANCE PAYMENT.  A Participant who experiences an
Involuntary Termination within two years following a Change in Control shall be
entitled to receive a Payment in an amount equal to

                   (i)    the sum of:

                            (A)  two times his annual Base Salary,

                            (B)  two times the average of the highest three
                      awards he earned under the Awards Plans for the five
                      years prior to the year during which the Change in
                      Control occurs, and

                            (C)  in the case of a Participant who is a Former
                      Management Committee Member not entitled to a Payment
                      under Section 6, the amount of the Payment to which he
                      would otherwise be entitled under Section 6 if he were a
                      Senior Vice President,

                  (ii)    reduced by the aggregate amount he is actually paid
         under all other severance or separation plans, policies and
         arrangements maintained by the Trust Company or its Affiliates.

For purposes of computing amounts described in clause (i)(B) above, awards
earned under the Awards Plans for years preceding the year in which a Change in
Control occurs shall be deemed to have equalled the amount of such awards
before reduction on account of (w) any Profit-Sharing Amounts (as defined in
the AIP as in effect on or prior to December 31, 1991) contributed to or for
the benefit of the Participant under the Profit-Sharing Plan, (x) any ESOP
Contributions made on behalf of the Participant under the 401(k) Plan, (y) any
amount taken into account in determining the number of Benefit Equalization
Units (as defined in the Stock Plan) to be credited to the Participant's
account under the Stock Plan or (z) any Supplemental ESOP Contribution amount
to be credited to the Participant's account under the Executive Deferred
Compensation Plan of U.S. Trust Corporation.  Except as otherwise provided in
Section 7(a), no Participant's Payment under the Plan shall be less than the
amount he would have received under the 1987 Policy.





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

         (c)  MEDICAL/LIFE INSURANCE CONTINUATION COVERAGE.  A Participant who,
without regard to the limitation set forth in Section 4(b), is entitled a
Payment under this Section 5 shall also be entitled to the continuation (on the
same terms and conditions) of any medical and life insurance coverage to which
the Participant was entitled immediately prior to his Involuntary Termination
for a period of two years following his Involuntary Termination.

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

         (d)  METHOD OF PAYMENT.  Any Payment payable to a Participant under
this Section 5 shall be paid in a lump sum cash payment as soon as practicable
after the Involuntary Termination of such Participant, but, in any event, by no
later than six months after the date of such Participant's Involuntary
Termination.

         (e)  INVOLUNTARY TERMINATION.  For purposes of this Section 5, an
"Involuntary Termination" shall mean the termination of a Participant's
employment with the Trust Company or an Affiliate

                   (i)    by the Trust Company or Affiliate, or

                  (ii)    by such Participant following any

                            (A)  reduction in his Base SALARY,

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

                            (C)  material diminishment of his responsibilities
                      with respect to the business of the Trust Company or
                      Affiliate, or

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

         An Involuntary Termination pursuant to clause (ii) above shall be
deemed to occur within two years of a Change in Control if the event described
in subclause (A), (B), (C) or (D) that gives





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rise to such termination occurs within two years of a Change in Control and
such termination occurs within six months after such event.

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

         (f)  CHANGE IN CONTROL.  For purposes of this Section 5, a "Change in
Control" shall mean that any of the following events 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 in the
         most recent proxy statement of the Corporation.

6.       REGULAR SEVERANCE

         (a)  REGULAR SEVERANCE PAYMENT.  Any Participant who is a Senior Vice
President of the Trust Company whose employment is terminated by the Trust
Company because of job discontinuance or inadequate job performance shall be
entitled to a Payment in an amount equal to 26 times his weekly Base Salary.

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

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

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





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7.       PAYMENT LIMITATIONS

         Notwithstanding any other provision of the Plan to the contrary, the
amount of the Payments that a Participant may otherwise be entitled to receive
hereunder shall be subject to the following limitations:

         (a)  LIMIT ON SECTION 5(a)(i)(A) AND (B) AMOUNTS.  In the case of any
Participant whose employment with the Trust Company or an Affiliate is
terminated after he has attained age 63, the amounts that otherwise would be
taken into account under Section 5(a)(i)(A) and (B) in determining the Payment
to which the Participant is entitled under Section 5 shall be that percentage
of such amounts determined by dividing (x) the number of calendar months in the
period that begins on the first day of the month in which the Participant's
employment is terminated and that ends on the last day of the month in which
the Participant will attain age 65, by (y) 24.

         (b)  LIMIT ON SECTION 5(a)(i)(C) AND SECTION 6 AMOUNTS.  In the case
of any Participant whose employment with the Trust Company is terminated at any
time within six months prior to the date on which the Participant will attain
age 65, the amount that otherwise would be taken into account under Section
5(a)(i)(C) in determining the Payment to which the Participant is entitled
under Section 5, or that otherwise would be taken into account in determining
the Payment to which the Participant is entitled under Section 6, shall be that
percentage of such amount determined by dividing (x) the number of calendar
months in the period that begins on the first day of the month in which the
Participant's employment is terminated and that ends on the last day of the
month in which the Participant will attain age 65, by (y) 6.

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

8.       PAYMENT OF LEGAL FEES

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





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9.       AMENDMENT

         Prior to a Change in Control, the Board of Trustees may amend or
terminate this Plan, in whole or in part, at any time.  Except as hereinafter
provided, the Plan, and any Schedules attached to the Plan, shall not be
amended or terminated following a Change in Control.  The Board of Trustees
may, however, at any time before a Change in Control, or within 45 days
following a Change in Control where the percentage of the Corporation's common
shares acquired or directors appointed under clause (i) or (iii), respectively,
of Section 5(f) is at least 20% but less than 25%, direct by resolution that no
Payments shall be made and no benefits provided pursuant to Section 5, which
resolution may be rescinded or countermanded at any time with or without
retroactive effect.

10.      UNSECURED CREDITOR STATUS

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

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

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

11.      NONALIENATION OF PAYMENT

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





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12.      TAXES

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

13.      PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS

         If the Committee shall find that any Participant to whom a Payment is
payable under the Plan is unable to care for his affairs because of illness,
accident or legal incapacity, then any Payment due to such Participant may, if
the Committee so directs the Trust Company, be paid to his spouse, child or
other relative, an institution maintaining or having custody of such person, or
any person deemed by the Committee to be a proper recipient on behalf of such
Participant, unless a prior claim therefor has been made by a duly appointed
legal representative.  In the event that any Participant to whom any Payment is
payable under the Plan dies before he receives his Payment, such Payment shall
be paid to his estate.

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

14.      NO LIABILITY OF COMMITTEE MEMBERS

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

15.      SUPERSEDING EFFECT

         Except to the extent otherwise provided herein, the Plan supersedes
the 1987 Policy.  In addition, Section 8 supersedes the resolution adopted by
the Board of Trustees of United States Trust Company of New York at its meeting
on January 26, 1988, regarding the payment of legal fees and expenses.





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16.      GOVERNING LAW

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

17.      SUCCESSORS

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

18.      SEVERABILITY

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

19.      GENDER

         Whenever used in the Plan, the masculine gender includes the feminine.





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                                   SCHEDULE A




William G. Campbell
James B. Cowperthwait
Richard E. Foley
W. Michael Funck
Carl A. Harnish
Ashton Harvey
Nancy L. Jacob
Ralph C. Rittenour
Franklin E. Ulf
Howard E.N. Wilson
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                                   SCHEDULE B




H. Marshall Schwarz
Joel Abramowitz
Jeffrey S. Maurer
Frederick B. Taylor





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                                   SCHEDULE C




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

Benefit Equalization Plan of U.S. Trust Corporation

Supplemental Pension Agreements between U.S. Trust Corporation and Messrs.
Abramowitz, Maurer, Roberts, Schwarz, Taylor and Wonham

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

1995 Stock Option Plan of U.S. Trust Corporation

Executive Incentive Plan of U.S. Trust Corporation

Executive Deferred Compensation Plan of U.S. Trust Corporation

1990 Change in Control and Severance Policy for Top Tier Officers of United
States Trust Company of New York and Affiliated Companies





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                                   SCHEDULE D

                         1987 CHANGE IN CONTROL POLICY




         Set forth below are the terms of the 1987 Change in Control Policy of
United States Trust Company of New York and Affiliated Companies:

         In the event of an "involuntary termination" within two years
         following a "change in control" of a senior officer who is a member of
         the Management Committee of United States Trust Company of New York or
         such entity as may succeed to substantially the same rights and
         responsibilities of such committee (the "Management Committee") on the
         date of such "change in control", such senior officer shall be paid in
         a lump sum, promptly following such termination, the sum of (a) an
         amount equal to such senior officer's then current annual base salary,
         plus (b) an amount equal to the average of the highest three of the
         prior five years' awards payable to such senior officer pursuant to
         the Annual Incentive Plan of United States Trust Company of New York
         and Affiliated Companies (the "Annual Plan"), such amounts to be in
         addition to any other coverages, payments and distributions to which
         such senior officer is entitled, except as may be specifically
         provided in a written agreement entered into by United States Trust
         Company of New York (the "Trust Company") and such senior officer.