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                                                                   EXHIBIT 10.11


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

                     AS AMENDED AND RESTATED EFFECTIVE AS OF
                                 JANUARY 1, 1997





                                    ARTICLE I

                                     PURPOSE

         1.1 The Plan, as hereinafter set forth, represents a continuation of
the Board Members' Retirement Plan of U.S. Trust Corporation, as amended and
restated effective as of September 1, 1995 (a) to reflect the transfer of the
Plan to and the adoption of the Plan by the Corporation, and the Corporation s
assumption of and becoming solely responsible for all liabilities and
obligations of U.S. Trust Corporation under the Plan, effective immediately
before the "New Holdings Distribution", as defined in the Agreement and Plan of
Merger dated as of November 18, 1994 between The Chase Manhattan Corporation and
U.S. Trust Corporation (the "Merger Agreement"), and (b) to reflect the
Distribution and the "Merger" , as defined in the Merger Agreement.

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


                                   ARTICLE II

                                   DEFINITIONS

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

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

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

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

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

         2.6 "BOARD OF DIRECTORS" means (i) with respect to periods prior to the
Chase Merger Closing Date, the Board of Directors of U.S. Trust Corporation, and
(ii) with respect to periods after the Chase Merger Closing Date, the Board of
Directors of the Corporation.

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

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

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

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

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


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

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

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


                                   ARTICLE III

                               RETIREMENT BENEFITS

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

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


                                   ARTICLE IV

                         DURATION OF RETIREMENT BENEFITS

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

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


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


                                    ARTICLE V

                                SOURCE OF PAYMENT

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


                                   ARTICLE VI

                          DESIGNATION OF BENEFICIARIES

         6.1 Each Board Member who participates in the Plan shall file with the
Committee a written designation of one or more persons as the Beneficiary who
shall be entitled to receive the amount, if any, payable under the Plan upon his
or her death. A Board Member may, from time to time, revoke or change his or her
Beneficiary designation without the consent of any previously designated
Beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the Board Member's death, and in no event
shall it be effective as of the date prior to such receipt.

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


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appropriate jurisdiction and such payment shall be a complete discharge of the
liability of the Corporation therefor.


                                   ARTICLE VII

                           ADMINISTRATION OF THE PLAN

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

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

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


                                  ARTICLE VIII

                            AMENDMENT AND TERMINATION

         8.1 The Plan may be amended, suspended or terminated, with prospective
or retroactive effect, in whole or in part, by the Board of Directors without
the consent of any Board Member or Beneficiary. The Committee may adopt any
amendment which may be 


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necessary or appropriate to facilitate the administration, management and
interpretation of the Plan or to conform the Plan thereto, provided any such
amendment does not have a material effect on the currently estimated cost to the
Corporation of maintaining the Plan. No such amendment, suspension or
termination shall retroactively impair or otherwise adversely affect the rights
of any Eligible Board Member to benefits under the Plan which have arisen prior
to the date of such action, as determined by the Committee in its sole
discretion.


                                   ARTICLE IX

                               GENERAL PROVISIONS

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

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

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

         9.4 An Eligible Board Member's rights to payments under the Plan shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors of the
Eligible Board Member or his or her Beneficiary.

         9.5 If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his or her affairs because of
illness, accident or legal incapacity, then, if the Committee so directs, such
amount may be paid to such person's spouse, child, or other relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person,
unless a prior claim 


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therefor has been made by a duly appointed legal representative of such person.
Any payment shall be a complete discharge of the liability of the Corporation
with respect to such payment.

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

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

         9.8 The Plan shall constitute a mere promise by the Corporation to make
payments in the future of the benefits provided for herein. It is intended that
the arrangements reflected in this Plan be treated as unfunded for tax purposes.

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


                                    ARTICLE X

                               TERMINATION OF PLAN

         10.1 Notwithstanding any other provision in this Plan to the contrary,
no Retirement Benefits shall be payable after December 31, 1996 to any person
other than to those Eligible Board Members who retired from active service as
Board Members prior to such date.

         10.2 This Plan shall automatically terminate when all payments required
to be made hereunder with respect to the retirement benefit payable with respect
to each of the Eligible Board Members referred to in Section 10.1 have been
made.


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