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                                                                   Exhibit 10.18


                      EXECUTIVE DEFERRED COMPENSATION PLAN
                                       OF
                             U.S. TRUST CORPORATION

                 AS AMENDED AND RESTATED EFFECTIVE JULY 1, 1997
                                      -----


1.       PURPOSE

         This document sets forth the Executive Deferred Compensation Plan of
U.S. Trust Corporation, as amended and restated effective July 1, 1997. The
provisions of the Plan as so amended and restated shall apply only to those
participants whose Termination of Employment (as hereinafter defined) occurs
after June 30, 1997. The rights of all former participants whose Termination of
Employment occurred on or prior to that date shall be governed solely by the
provisions of the Prior Plan (as hereinafter defined).

         The purpose of the Plan is to provide Eligible Officers of the
Corporation with an opportunity to defer payment of certain portions of their
compensation, at their election, in accordance with the provisions herein set
forth.

         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 the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

2.       DEFINITIONS

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

         "ACCOUNT" shall mean the account established and maintained for a
Participant pursuant to Section 6.

         "AFFILIATED COMPANIES" shall mean United States Trust Company of New
York and each other direct or indirect subsidiary of the Corporation.

         "AWARD" shall mean any award made to a Participant after July 1, 1997
under the Executive Incentive Plan of U.S. Trust Corporation or under the 1995
Annual Incentive Plan of U.S. Trust Corporation.
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         "BENEFICIARY" shall mean the person or persons designated by a
Participant in accordance with Section 7 to receive any amount payable under the
Plan by reason of his or her death.

         "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Corporation.

         "CHANGE IN CONTROL" shall mean that any of the following has occurred:

                   (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 the Board of Directors or the Executive
                         Committee of the Board of Directors in the most recent
                         proxy statement of the Corporation;

provided, however, that notwithstanding anything in the Plan to the contrary no
Change in Control shall be deemed to have occurred, and no right to receive any
amount that becomes payable upon a Change in Control as provided in Section 8
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.

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

         "COMMITTEE" shall mean the Compensation and Benefits Committee of the
Board of Directors.

         "CORPORATION" shall mean U.S. Trust Corporation.

         "ELIGIBLE COMPENSATION" shall mean, with respect to any Eligible
Officer for any Plan Year beginning on or after January 1, 1998, (i) the portion
of any Award that becomes payable in cash to the Eligible Officer during such
year as reduced by the sum of (A) the amount of any


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ESOP Contribution to be made to the 401(k) Plan on behalf of the Eligible
Officer with respect to such Award, and (B) any amount that is contributed to
the 401(k) Plan on the Eligible Officer's behalf with respect to such Award
pursuant to the Eligible Officer's election under the applicable provisions of
the 401(k) Plan; (ii) the portion of any commissions (including any "trail"
commissions and any commission "overrides") that is payable in cash to the
Eligible Officer during such year (but, in the case of any amount payable during
such year with respect to commissions that were earned prior to the start of
such year, only to the extent of such of those commissions as were earned after
the date on which the Eligible Officer filed his or her deferral election for
such year under Section 3), exclusive of (A) the amount of any such commissions
that are included in the Eligible Officer's base compensation for any Plan Year
pursuant to the Eligible Officer's election, and (B) the amount by which any
such commissions are reduced with respect to any ESOP Contribution made to the
401(k) Plan on behalf of the Eligible Officer; and (iii) the portion of any
bonus or incentive payments that is payable in cash to the Eligible Officer
pursuant to any employment agreement between the Eligible Officer and the
Corporation or any of its Affiliated Companies, to the extent earned during such
year, regardless of the year in which such bonus or incentive payments are
payable.

         "ELIGIBLE OFFICER" shall mean, with respect to any Plan Year beginning
on or after January 1, 1998, any officer of the Corporation or any of its
Affiliated Companies at or above the rank of Vice President, who, for the
immediately preceding Plan Year, had total compensation in excess of $160,000.
For this purpose an officer's "total compensation" for any Plan Year shall mean
the sum of (i) the aggregate amount reported as the officer's compensation from
the Corporation and its Affiliated Companies in Form W-2 filed with respect to
the officer for such year, for Federal income tax purposes; (ii) the aggregate
amount of all 401(k) Contributions and ESOP Contributions made on behalf of the
officer for such year under the 401(k) Plan; (iii) the aggregate amount of all
salary reduction contributions made on behalf of the officer for such year under
the Employees' Flexible Spending Plan of United States Trust Company of New York
and Affiliated Companies; and (iv) any portion of the officer's compensation for
such year that was deferred pursuant to the officer's election under Section 3.
For any Plan Year beginning on or after January 1, 1998, the $160,000 amount
referred to in the second preceding sentence shall be adjusted to the extent
necessary for such amount to equal the amount of the limitation on annual
compensation in effect for such year under section 401(a)(17) of the Code.

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

         "PARTICIPANT" shall mean, on or after July 1, 1997, (i) any person who
was a "Participant", as defined in the Prior Plan, on June 30, 1997, and whose
employment with the Corporation and all of its Affiliated Companies had not
terminated on or prior to that date, and (ii) any other Eligible Officer who
thereafter makes an election under Section 3 to defer any portion of his or her
Eligible Compensation for any Plan Year.


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         "PLAN" shall mean the Executive Deferred Compensation Plan of U.S.
Trust Corporation, as set forth herein and as amended from time to time.

         "PLAN YEAR" shall mean the calendar year.

         "PRIOR PLAN" shall mean the Executive Deferred Compensation Plan of
U.S. Trust Corporation, as in effect from time to time prior to July 1, 1997.

         "RETIREMENT" shall mean a Participant's Termination of Employment for
any reason other than death if, as of the date of the Participant's Termination
of Employment, (i) the Participant has attained age 65 or (ii) the sum of
Participant's age and the number of his or her "Years of Service", as defined in
the 401(k) Plan, is at least equal to 80. In addition, in the case of any
Participant who becomes entitled to receive benefit payments under the long-term
disability plan maintained by the Corporation or any of its Affiliated Companies
and who continues to receive payments under such plan throughout the entire
period ending on the date on which the Participant first meets the age, or the
age and service, requirements set forth in clause (i) or (ii) above, such
Participant shall be treated, for purposes of the Plan, as having terminated
employment with the Corporation and all of its Affiliated Companies as a result
of Retirement, on the first day of the month following the date on which the
Participant first meets such requirements. In applying clause (ii) above for
this purpose, the Participant's "Years of Service" shall include the number of
calendar years (or part thereof) during which the Participant has received
benefits payments under such long-term disability plan.

         "TERMINATION OF EMPLOYMENT" shall mean the termination of a
Participant's employment with the Corporation and all of its Affiliated
Companies. For this purpose, a Participant who ceases active employment by
reason of disability but who becomes entitled to receive benefit payments under
the long-term disability plan maintained by the Corporation or any of its
Affiliated Companies shall be treated as continuing to be employed with the
Corporation and its Affiliated Companies until the earlier of (i) the date as of
which he or she ceases to receive benefit payments under such plan, or (ii) the
date as of which he or she is treated as having terminated employment as a
result of Retirement.

3.       DEFERRAL OF ELIGIBLE COMPENSATION

         With respect to each Plan Year, an Eligible Officer may elect to have
payment of any part or all of his or her Eligible Compensation for such year
deferred, and to have payment of such portion made under the terms of this Plan.
Any such election shall be made in accordance with the following rules:

         (a) A deferral election shall be made in writing, on a form provided by
the Committee for such purpose.


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         (b) In the election form, the Eligible Officer shall specify, by amount
or percentage (which must be an even multiple of 5%), the portion of his or her
Eligible Compensation the Eligible Officer wishes to defer. The amount so
deferred is hereinafter referred to as the Eligible Officer's "Deferred Amount".

         (c) An Eligible Officer's election to defer Eligible Compensation for
any Plan Year shall be filed with the Committee by no later than December 15 of
the preceding Plan Year, or by such other date during the preceding year as the
Committee may determine in its discretion, subject, however, to the limitation
in paragraph (e)(iii) below.

         (d) Any deferral election made by an Eligible Officer with respect to
his or her Eligible Compensation for a Plan Year shall be irrevocable.

         (e) Notwithstanding any other provision herein to the contrary, a
deferral election otherwise permitted to be made hereunder shall be subject to
the following requirements:

                  (i) no amount may be deferred pursuant to an Eligible
         Officer's election unless such amount equals or exceeds $1,000;

                  (ii) no portion of an Eligible Officer's Eligible Compensation
         may be deferred hereunder to the extent that any tax is required to be
         withheld from such portion pursuant to applicable federal, state or
         local law;

                  (iii) no portion of an Eligible Officer's Eligible
         Compensation may be deferred hereunder to the extent that such portion
         has been earned prior to the date on which the Eligible Officer's
         election to defer such portion has been filed with the Committee; and

                  (iv) no amount may be deferred pursuant to an Eligible
         Officer's election hereunder for a period of 12 months following the
         Eligible Officer's receipt of a hardship withdrawal under Section 10.1
         of the 401(k) Plan.

4.       ACCOUNTS

         For each Participant, there shall be established and maintained on the
books and records of the Corporation, for bookkeeping purposes only, a separate
Account to reflect the Participant's interest under the Plan. The Account so
established shall be maintained in accordance with the following provisions:

         (a) As of July 1, 1997, the Lump Sum Payment Account and the
Installment Payment Account maintained for any Participant pursuant to Section 6
of the Prior Plan shall be combined into, and shall thereafter be maintained as,
a single Account for such Participant. The balance of such combined Account as
of July 1, 1997 shall be equal to the balances of the Lump Sum


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Payment Account and the Installment Payment Account maintained for the
Participant under the Prior Plan, determined as of the close of business on June
30, 1997.

         (b) A Participant's Account shall be credited with the Deferred Amount
that the Participant has specified in his or her election under Section 3(b) for
any Plan Year. Such amount shall be so credited to the Participant's Account as
of the first business day of the calendar month following the month in which the
amount in question would have been paid to the Participant had the Participant
not elected under Section 3 to have payment of such amount deferred under this
Plan.

         (c) A Participant's Account shall be adjusted to reflect all Earnings
(as defined in paragraph (a) of Section 5) and all payments made with respect to
the Participant's Account pursuant to Section 6.

         (d) A Participant's interest in his or her Account shall be fully
vested and nonforfeitable at all times.

5.       CREDITING OF EARNINGS

         Until payment with respect to a Participant's Account has been made in
full, the Participant's Account shall be credited with Earnings in accordance
with the following provisions:

         (a) As of the last day of each calendar month, each part of the balance
of a Participant's Account for which a separate Earnings Crediting Option (as
hereinafter defined) is in effect pursuant to the Participant's election
hereunder shall be credited with an amount determined by multiplying such part
of the balance of the Participant's Account by a percentage corresponding to the
Applicable Rate of Return (as hereinafter defined) for such month under such
Earnings Crediting Option. The amount so credited (which may be positive or
negative depending on whether the Applicable Rate of Return for the month is
positive or negative) is referred to herein as "Earnings".

         (b) For purposes of this Section 5, the term "Earnings Crediting
Option" shall mean, as of any date of reference, any one of the following: the
S&P 500 Index, the Lehman Bros. Government/Corporate Bond Index, and the IBC's
Money Fund Report First Tier Average.

         Notwithstanding the foregoing, the Committee may at any time, in its
sole discretion, determine (i) that any option referred to in the preceding
paragraph shall cease to constitute an Earnings Crediting Option for purposes of
this Plan, or (ii) that any other index or hypothetical investment fund or
referenced rate of return shall constitute an Earnings Crediting Option for
purposes of this Plan. Participants shall be notified in writing, at least 45
days in advance, of any change in the Plan's Earnings Crediting Options.


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         (c) The "Applicable Rate of Return" for any month shall mean (i) in the
case of the S&P 500 Index, the percentage, as determined by the Committee, by
which (A) the value of such Index as of the last business day of such month, as
adjusted to reflect all income earned for such month on the securities included
in such Index, exceeds, or is less than, (B) the value of such Index as of the
last business day of the immediately preceding month, determined without taking
such adjustment into account; (ii) in the case of the Lehman Bros.
Government/Corporate Bond Index, the percentage, as determined by the Committee,
by which the value of such Index as of the last business day of such month,
exceeds, or is less than, the value of such Index as of the last business day of
the immediately preceding month; (iii) in the case of the IBC's Money Fund
Report First Tier Average, the rate of return corresponding to the 7-day
compounded yield for such Average, for the period ending on, or most recently
prior to, the last business day of such month; and (iv) in the case of any other
Earnings Crediting Option, the rate of return applicable for such month, as
determined by the Committee in its sole discretion.

         (d) A Participant may make elections with respect to the Earnings
Crediting Options that are to apply with respect to his or her Account in
accordance with the following rules:

                  (i) a Participant may elect to have any part or all of the
         balance of such Account credited with Earnings under any Earnings
         Crediting Option available under the Plan at the time of his or her
         election.

                 (ii) in the case of any Participant for whom an Account or
         Accounts were being maintained on June 30, 1997 pursuant to the
         provisions of the Prior Plan, the Earnings Crediting Options in effect
         with respect to the Participant's Account or Accounts on such date
         shall continue to apply with respect to the Account maintained for the
         Participant hereunder on and after July 1, 1997 (and shall apply to all
         additional amounts credited to such Account pursuant to any elections
         made by the Participant under Section 3 with respect to any subsequent
         Plan Years) until the Participant changes his or her election as to the
         Earnings Crediting Options for his or her Account in accordance with
         clause (v) below.

                (iii) each Eligible Officer who becomes a Participant at any
         time after July 1, 1997 shall make an initial election as to the
         Earnings Crediting Options that are to apply with respect to his or her
         Account at the time the Participant first makes a deferral election
         under Section 3. Such election shall be made in the election form in
         which the Participant makes his or her deferral election under Section
         3. In such election form, the Participant shall specify, by percentages
         (which must be even multiples of 5%), the respective parts of the
         balance of his or her Account that are to be credited with Earnings
         under each of the Earnings Crediting Options designated by the
         Participant in such form. If a Participant has failed to make a timely
         election as to the Earnings Crediting Options that are to apply to his
         or her Account prior to the date as of which an amount is first
         credited to such Account, the Participant shall be deemed to have
         selected the IBC's


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         Money Fund Report First Tier Average as the Earnings Crediting Option
         to apply to the entire balance of such Account.

                 (iv) The Earnings Crediting Options selected (or deemed to have
         been selected) by a Participant with respect to his or her Account
         under clause (iii) above shall remain in effect for such Account (and
         shall apply to all additional amounts credited to such Account pursuant
         to any elections made by the Participant under Section 3 with respect
         to any subsequent Plan Years) until the Participant changes his or her
         election as to the Earnings Crediting Options for his or her Account in
         accordance with clause (v) below.

                  (v) A Participant may change the Earnings Crediting Options
         that are to apply with respect to the balance of his or her Account, or
         with respect to any Deferred Amount to be credited to such Account for
         any Plan Year pursuant to the Participant's election under Section 3,
         by making a new election hereunder with respect to the balance of such
         Account, or with respect to such Deferred Amount. Any such new election
         shall be made in writing, on a form which is provided by the Committee
         for such purpose and which the Participant files with the Committee. In
         such form, the Participant shall specify, in the same manner as
         described in clause (iii) above, the respective parts of the balance of
         such Account, or portions of such Deferred Amount, that are to be
         credited with Earnings under each of the Earnings Crediting Options
         designated by the Participant in such form. Any new election made by a
         Participant hereunder with respect to the balance of his or her Account
         shall become effective as of the first day of the calendar month
         following the date on which such election is filed with the Committee,
         provided that it is so filed at least 15 days prior to such first day.
         Any new election made by Participant hereunder with respect to a
         Deferred Amount to be credited to such Account for any Plan Year shall
         be effective as of the date such Deferred Amount is credited to such
         Account under Section 4(b). The Earnings Crediting Options selected by
         the Participant in such new election shall remain in effect with
         respect to the Participant's Account until the Participant again
         changes his or her election with respect to such Account in accordance
         with this clause (v).

         (e) If payment with respect to a Participant's Account is to be made in
form of annual installments, such Account shall continue to be credited with
Earnings in accordance with the provisions of this Section 5 until all payments
required to be made with respect to such Account have been made. For this
purpose, any such payments with respect to a Participant's Account shall be
deemed to have been made pro rata from the respective portions of the balance of
such Account that are subject to separate Earnings Crediting Options.

6.       PAYMENT OF ACCOUNT BALANCES

         Payment with respect to a Participant's Account shall be made in
accordance with the following provisions:


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         (a) A Participant's Account shall become payable upon the Participant's
Termination of Employment for any reason.

         (b) Unless at the time a Participant's Account becomes payable there is
in effect for the Participant an election under (c) below, payment with respect
to such Account shall be made in the form of a single lump sum cash payment.
Such payment shall be made to the Participant or, if the Participant's Account
becomes payable by reason of his or her death, to the Participant's Beneficiary.
Payment shall be made on the last business day of March of the Plan Year
following the year in which the Participant's Termination of Employment occurs.
The amount so payable shall be equal to the balance of the Participant's Account
determined as of the last day of February.

         (c) A Participant may elect to have payment with respect to the balance
of his or her Account, or with respect to any percentage of such balance (which
must be an even multiple of 10%) as the Participant specifies in such election,
made to the Participant, or in the event of the Participant's death, to his or
her Beneficiary, in the form of a series of 10 annual installments, payable in
the manner described in Section 6(d), if the Participant's Account becomes
payable as a result of the Participant's Retirement, or as a result of the
Participant's death while he or she is still employed with the Corporation or
any of its Affiliated Companies but after the Participant has met the age, or
the age and service, requirements for eligibility for Retirement stated in the
definition of such term contained in Section 2. An election under this Section
6(c) shall be made in writing, on a form that is provided by the Committee for
such purpose and that is filed by the Participant with the Committee at least
one year prior to the date on which the Participant's Termination of Employment
occurs. Any election so made may be revoked, and a new election may be made
hereunder after such revocation. Any such revocation or new election shall be
made in the same manner, and by the same date, as described in the second
preceding sentence. No election or revocation of an election made hereunder
shall be given effect unless it is made within the time prescribed herein.

         (d) If a Participant's Account becomes payable in the form of a series
of 10 annual installments pursuant to the Participant's election under Section
6(c), such payments shall be made in accordance with the following provisions:

                    (i) the first such installment payment shall be made on the
         last business day of March of the Plan Year following the year in which
         the Participant's Termination of Employment occurs, and the remaining
         installment payments shall be made on the last business day of March of
         each succeeding Plan Year.

                   (ii) the amount of each such installment payment shall be
         determined by dividing (A) the balance of the Participant's Account
         determined as of the last day of the Plan Year preceding the year in
         which such payment is to be made, by (B) the number of installment
         payments remaining to be made. The last such installment payment shall


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         include Earnings credited to the Account for the month preceding the
         month in which such payment is made.

                  (iii) if the Participant should die before receiving all
         installment payments required to be made with respect to his or her
         Account, any installment payments remaining to be made at the date of
         the Participant's death shall be made to the Participant's Beneficiary
         in the same form, at the same times, and in the same amounts, as such
         payments would have been made to the Participant (A) if he or she had
         not died, and (B), in the case of installment payments required to be
         made to a Beneficiary due to the death of a Participant occurring
         before the Participant had received any such payments, if the
         Participant's employment had terminated as a result of Retirement on
         the date of his or her death.

         (e) Notwithstanding any previous provision in this Section 6 to the
contrary, payments with respect to a Participant's Account shall be subject to
the following special rules:

                    (i) in the case of any Participant for whom an election
         under Section 8(e) of the Prior Plan was in effect on June 30, 1997 to
         have payment with respect to his or her Account made in the form of 15
         annual installments, payment with respect to such Participant's Account
         upon his or her Retirement shall be made in the manner provided under
         Section 8(e) of the Prior Plan; and interest shall be credited to the
         unpaid balance of such Participant's Account in the manner provided
         under Section 7(e) of the Prior Plan, in lieu of any Earnings credited
         to such balance pursuant to Section 5 hereof.

                   (ii) in the case of any Participant for whom an Installment
         Payment Account was being maintained as of June 30, 1997 pursuant to
         Section 6 of the Prior Plan, and whose Termination of Employment occurs
         after that date but prior to July 1, 1998 as a result of the
         Participant's Retirement, or as a result of the Participant's death
         while he or she is still employed with the Corporation or any of its
         Affiliated Companies but after the Participant has met the age, or the
         age and service, requirements for eligibility for Retirement stated in
         the definition of such term contained in Section 2, payment in the form
         of 10 annual installments, in the manner described in Section 6(d),
         shall be made with respect to the portion of the Participant's Account
         balance determined by multiplying the Participant's Account balance by
         a fraction the numerator of which is the balance of the Participant's
         Installment Payment Account as of June 30, 1997, and the denominator of
         which is the sum of such balance and the balance, as of June 30, 1997,
         of the Lump Sum Payment Account (if any) maintained for the Participant
         under Section 6 of the Prior Plan. Payment with respect to the
         remaining portion (if any) of such Participant's Account balance shall
         be made in the form of a lump sum cash payment as provided in Section
         6(b). Notwithstanding the foregoing, the provisions of this clause (ii)
         shall not apply if at the time of such Participant's Termination of
         Employment there is in effect for the Participant an election under
         Section 6(c).


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                  (iii) upon the occurrence of a Change in Control, the balance
         of each Participant's Account shall become immediately due and payable.
         Payment with respect to such balance shall be made to the Participant
         or, if the Participant has died, to his or her Beneficiary, in the form
         of a single lump sum cash payment. Payment shall be made as soon as
         practicable after the occurrence of such Change in Control. The amount
         so payable shall be equal to the balance of the Participant's Account
         determined as of the last day of the month preceding the month in which
         payment is made.

         (f) Notwithstanding any other provision in this Section 6 to the
contrary, payment with respect to any part or all of the Participant's Account
balance may be made to the Participant or, if applicable, the Participant's
Beneficiary, on any date earlier than the date on which such payment is to be
made pursuant to such other provisions of this Section 6 if (i) the Participant,
or his or her Beneficiary, requests such early payment and (ii) the Committee,
in its sole discretion, determines that such early payment is necessary to help
the Participant, or his or her Beneficiary, meet an "unforeseeable emergency"
within the meaning of Section 1.457-2(h)(4) of the federal income tax
regulations. The amount that may be so paid may not exceed the amount necessary
to meet such emergency.

         (g) There shall be deducted from the amount of any payment otherwise
required to be made under the Plan all Federal, state and local taxes required
by law to be withheld with respect to such payment.

7.       DESIGNATION AND CHANGE OF BENEFICIARY

         Each Participant shall file with the Committee a written designation of
one or more persons as the Beneficiary who shall be entitled to receive any
amount payable under the Plan by reason of his or her or her death. A
Participant 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 Participant's death, and in no event shall it be
effective as of a date prior to such receipt. If at the date of a Participant's
death, there is no designation of a Beneficiary in effect for the Participant
pursuant to the provisions of this Section 7, or if no Beneficiary designated by
the Participant in accordance with the provisions hereof survives to receive any
amount payable under the Plan by reason of the Participant's death, the
Participant's estate shall be treated as the Participant's Beneficiary for
purposes of the Plan.

8.       PAYMENTS TO PERSONS OTHER THAN PARTICIPANTS

         If the Committee shall find that any Participant or Beneficiary to whom
any amount is payable under the Plan is unable to care for his or her affairs
because of illness, accident or legal


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incapacity, then, if the Committee so directs, such amount may be paid to such
Participant's or Beneficiary's 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 of the
Participant or Beneficiary.

         Any payment made under this Section 8 shall be a complete discharge of
the liability of the Corporation with respect to such payment.

9.       RIGHTS OF PARTICIPANTS

         A Participant's rights and interests under the Plan shall be subject to
the following provisions:

         (a) A Participant 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. 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,
as well as for purposes of Title I of ERISA.

         (b) The Corporation may, but shall not be required to, purchase a life
insurance policy or policies, to assist it in funding any of its payment
obligations under the Plan. If any policy is so purchased, it shall, at all
times, remain subject to the claims of the Corporation's creditors. No
Participant or Beneficiary shall have any interest in, or rights with respect
to, such policy.

         (c) 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.

         (d) Neither the Plan nor any action taken hereunder shall be construed
as giving any Participant any right to be retained in the employment of the
Corporation or any of its Affiliated Companies.

10.      ADMINISTRATION

         The Plan shall be administered by the Committee. A majority of the
members of the Committee shall constitute a quorum. The Committee may act at a
meeting, including a telephone meeting, by action of a majority of the members
present, or without a meeting by unanimous written consent. In addition to the
responsibilities and powers assigned to the Committee elsewhere in the Plan, the
Committee shall have the authority, in its discretion, to establish from time to
time guidelines or regulations for the administration of the Plan, interpret the
Plan, and make all determinations considered necessary or advisable for the
administration of the Plan.


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The Committee may delegate any ministerial or nondiscretionary function
pertaining to the administration of the Plan to any one or more officers of the
Corporation. All decisions, actions or interpretations of the Committee under
the Plan shall be final, conclusive and binding upon all parties.

         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 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 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.

11.      AMENDMENT OR TERMINATION

         The Board of Directors may, with prospective or retroactive effect,
amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that no amendment of the Plan shall deprive any Participant
of any rights to receive payment of any amounts due him or her under the terms
of the Plan as in effect prior to such amendment without his or her written
consent.

         Any amendment that the Board of Directors would be permitted to make
pursuant to the preceding paragraph may also be made by the Committee where
appropriate to facilitate the administration, management or interpretation of
the Plan or to comply with applicable law or any applicable rules and
regulations of governing authorities provided that the cost of the Plan to the
Corporation is not materially increased by such amendment.

         Notwithstanding any other provision in this Plan to the contrary, the
Committee may terminate any Participant's participation in the Plan, and direct
that an immediate payment be made with respect to the balance of the
Participant's Account, if the Committee, in its sole discretion, determines that
such termination of participation and payment are necessary in order to preserve
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.

12.      SUCCESSOR CORPORATION

         The obligations of the Corporation under the Plan shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization of


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the Corporation, or upon any successor corporation or organization succeeding to
substantially all of the assets and business of the Corporation. The Corporation
agrees that it will make appropriate provision for the preservation of
Participants' rights under the Plan in any agreement or plan which it may enter
into or adopt to effect any such merger, consolidation, reorganization or
transfer of assets.

13.      GOVERNING LAW

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


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