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                                                                 EXHIBIT 10.18




                      EXECUTIVE DEFERRED COMPENSATION 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
Executive Deferred Compensation 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 its adoption 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, (b)
to reflect the "Distribution" and the "Merger", as defined in the Merger
Agreement, and (c) to make certain other changes.

         The purpose of the Plan, as so continued, 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.  In addition, the Plan will provide benefits to
Members of the 401(k) Plan (as hereinafter defined) whose allocations under the
401(k) Plan are reduced as a result of the operation of the limitations imposed
under sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
amended.

         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:





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         "ACCOUNT" or "ACCOUNTS" shall mean the account or accounts established
for a Participant pursuant to Section 6.

         "AFFILIATED COMPANIES" shall mean (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.

         "AIP CASHOUT PAYMENT" shall mean the payment which, in the absence of
an election by an Eligible Officer under Section 4, would be made to the
Eligible Officer upon the consummation of the Merger with respect to the unpaid
balance of his or her account under the Annual Incentive Plan of U.S. Trust
Corporation.

         "AWARD" shall mean any award made to a Participant under the Executive
Incentive Plan of U.S. Trust Corporation or the 1995 Annual Incentive Plan of
U.S. Trust Corporation, and any award  made to a Participant under the 1990
Annual Incentive Plan of United States Trust Company of New York and Affiliated
Companies for the Pre-Merger Period, as defined in such plan.

         "BENEFICIARY" shall mean the person or persons designated by a
Participant in accordance with Section 9 to receive any amount payable under
the Plan by reason of his or her death.

         "BOARD OF DIRECTORS" shall mean (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.

         "CHANGE IN CONTROL" shall mean that any of the following has occurred
after the Chase Merger Closing Date:

                  (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;





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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.

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

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

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

         "ELIGIBLE COMPENSATION" shall mean, with respect to any Eligible
Officer for any Plan Year, (i) any Award that becomes payable to the Eligible
Officer during such year as reduced by the sum of (A) the amount of any ESOP
Contribution to be made to the 401(k) Plan on behalf of the Eligible Officer
with respect to such Award, (B) the amount that is taken into account with
respect to such Award in determining the Supplemental ESOP Contribution amount
to be credited to the Eligible Officer's Account or Accounts pursuant to
Section 5 hereof, and (C) 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,
and (D) in the case of an Award under the 1995 Executive Incentive Plan, the
portion of such Award that is payable in the form of Restricted Units; (ii) any
commissions (including any "trail" commissions and any commission "overrides")
that are payable 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; (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 (C) the amount by which any such commissions are reduced with
respect to any Supplemental ESOP Contribution amount credited to the Eligible
Officer's Account or Accounts pursuant to Section 5 hereof; and (iii) any bonus
or incentive payments payable to the Eligible Officer pursu-





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ant to any employment agreement between the Eligible Officer and the
Corporation (or, for periods prior to the Chase Merger Closing Date, U.S. Trust
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 any officer of the Corporation (or, for
periods prior to the Chase Merger Closing Date, of U.S. Trust Corporation) or
any of its Affiliated Companies at or above the rank of Vice President, who,
for the Plan Year immediately preceding (i) the Plan Year in which such officer
first makes a deferral election under Section 3 or 4,  or (ii) the Plan Year in
which a Supplemental ESOP Contribution amount is first credited to such
officer's Account pursuant to Section 5, had total compensation in excess of
$150,000.  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 (or, for periods prior to the Chase Merger
Closing Date, from U.S. Trust 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; and (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.  For
any Plan Year beginning on or after January 1, 1995, the $150,000 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 Internal
Revenue Code of 1986.  Notwithstanding the foregoing, an officer's "total
compensation" for the Plan Year beginning on January 1, 1995 shall not include
the amount of any AIP Cashout Payment, or the amount of any Stock Option
Cashout Payment, that becomes payable to the officer during such Plan Year.

         "ESOP CONTRIBUTION" shall mean, for any 401(k) Plan Year, the ESOP
Contribution to be made on behalf of a Participant under the provisions of the
401(k) Plan in effect for such Plan Year.

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

         "401(k) PLAN YEAR" shall mean the "Plan Year" as defined in the 401(k)
Plan.

         "PARTICIPANT" shall mean any Eligible Officer (i) who has made an
election under Section 3 hereof (or under Section 3 of the Prior Plan) to defer
any portion of his or her Eligible Compensation for any Plan Year , (ii) who
has made an election under Section 4 hereof to defer any portion of his or her
1995 Cashout  Payments (as defined in Section 4), or (iii) whose





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Account or Accounts have been credited with a Supplemental ESOP Contribution
amount for any 401(k) Plan Year pursuant to Section 5 hereof.


         "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 prior to the Chase Merger Closing Date.

         "RETIREMENT" shall mean a Participant's termination of employment with
the Corporation (or, for periods prior to the Chase Merger Closing Date, with
U.S. Trust Corporation) and its Affiliated Companies 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 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.

         "STATUTORY LIMITATIONS" shall mean, with respect to any 401(k) Plan
Year, the limitations imposed under sections 401(a)(17) and 415 of the Code
with respect to the amount of compensation that may be taken into account in
calculating contributions on behalf of any Member, and the amount of
contributions that may be allocated to a Member's account, under the 401(k)
Plan for such year.

         "STOCK OPTION CASHOUT PAYMENT" shall mean the payment which, in the
absence of an election by an Eligible Officer under Section 4, would be made to
the Eligible Officer upon the consummation of the Merger with respect to the
shares subject to any unexercised stock option granted to the Eligible Officer
under the 1989 Stock Compensation Plan of U.S. Trust Corporation or under the
United States Trust Company of New York and Affiliated Companies 1986 Stock
Option Plan.





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3.       DEFERRAL OF ELIGIBLE COMPENSATION

         With respect to each Plan Year beginning on or after January 1, 1994,
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.

         (b)  In the election form, the Eligible Officer (i) 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 amounts
so deferred are hereinafter referred to as the Eligible Officer's "Deferred
Amounts"), and (ii) shall specify, by percentage (which must be an even
multiple of 5%), the portions of the Eligible Officer's Deferred Amounts that
he or she wishes to have allocated, respectively, to the Lump Sum Payment
Account and to the Installment Payment Account established for the Eligible
Officer pursuant to Section 6.

         (c)  Notwithstanding the provisions of (b) above, (i) in the case of
any Eligible Officer whose employment terminates during the Plan Year beginning
on January 1, 1995 (the "1995 Plan Year") as a result of Retirement, all of
such officer's Deferred Amounts with respect to his or her Eligible
Compensation for the 1995 Plan Year shall be credited to such officer's
Installment Payment Account; (ii) in the case of any Eligible Officer whose
employment terminates during the 1995 Plan Year other than as a result of
Retirement and who either is a "Retained Employee" as defined in Section 5.8 of
the Merger Agreement, or is not a Retained Employee but whose employment
terminates as a result of staff reductions associated with the Distribution and
the Merger, all of such officer's Deferred Amounts with respect to his or her
Eligible Compensation for the 1995 Plan Year shall be credited to the Special
1995 Deferral Account established for such officer pursuant to Section 6; and
(iii) in the case of any Eligible Officer whose employment terminates as a
result of Retirement during the 1995 Plan Year or any later Plan Year, all of
such officer's Deferred Amounts with respect to his or her Eligible
Compensation for the Plan Year following the Plan Year in which such officer's
employment so terminates shall be credited to such officer's Installment
Payment Account or, if such officer made an election under Section 8(e), to the
Retiree Payment Account established for such officer pursuant to Section 6(f).

         (d)  An Eligible Officer's election to defer Eligible Compensation for
any Plan Year beginning on or after January 1, 1995 shall be filed with the
Committee by no later than November 15 of the preceding Plan Year (September 30
of the preceding Plan Year, in the case of Eligible Compensation described in
clause (ii) of the definition of such term contained in





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Section 2), or by such other date as the Committee may determine in its
discretion subject, however, to the limitation in paragraph (f)(iii) below.
Notwithstanding the foregoing, in the case of any Eligible Officer described in
Section 3(c)(i) or (ii) whose employment terminates on or prior to the Chase
Merger Closing Date, such officer's election to defer Eligible Compensation for
the 1995 Plan Year shall be filed with the Committee by no later than March 17,
1995.

         (e)  Any deferral election made by an Eligible Officer with respect to
his or her Eligible Compensation for a Plan Year, and any election made by an
Eligible Officer as to the allocation of the Eligible Officer's Deferred
Amounts for such year to his or her Accounts, shall be irrevocable except as
otherwise provided in Section 8(d) or (e).

         (f)  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; and

               (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.

4.       DEFERRAL OF 1995 CASHOUT PAYMENTS

         An Eligible Officer may elect to have any part or all of his or her
AIP Cashout Payment, and any part or all of his or her Stock Option Cashout
Payment (such payments are collectively referred to herein as an Eligible
Officer's "1995 Cashout Payments") deferred, and to have payment of such
portions made under the terms of this Plan. Any such election shall be made in
accordance with the following rules.

         (a)  A deferral election with respect to an Eligible Officer's 1995
Cashout Payments shall be made in writing, on a form provided by the Committee
for such purpose.

         (b)  In the election form, the Eligible Officer (i) shall specify, by
amount or percentage (which must be an even multiple of 5%), the portions of
his or her 1995 Cashout Payments the Eligible Officer wishes to defer, and (ii)
shall specify, by percentage (which must be an even multiple of 5%), the
portions of the amounts so deferred that the Eligible Officer wishes to have





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allocated, respectively, to his or her Lump Sum Payment Account and to his or
her Installment Payment Account.

         (c)  Notwithstanding the provisions of (b) above, (i) in the case of
any Eligible Officer described in Section 3(c)(i), all amounts deferred with
respect to such officer's 1995 Cashout Payments shall be credited to such
officer's Installment Payment Account, and (ii) in the case of any Eligible
Officer described in Section 3(c)(ii), all amounts deferred with respect to
such officer's 1995 Cashout Payments shall be credited to the Special 1995
Deferral Account established for such officer pursuant to Section 6.

         (d)  An Eligible Officer's election to defer his or her 1995 Cashout
Payments shall be filed with the Committee by no later than March 17, 1995.

         (e)  Any deferral election made by an Eligible Officer with respect to
his or her 1995 Cashout Payments, and any election made by an Eligible Officer
as to the portions of the amounts so deferred that are to be allocated to the
Eligible Officer's Accounts, shall be irrevocable except as otherwise provided
in Section 8(d) or (e).

         (f)  Notwithstanding any other provision herein to the contrary, no
portion of an Eligible Officer's 1995 Cashout Payments 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.

5.       DEFERRAL OF SUPPLEMENTAL ESOP CONTRIBUTION AMOUNTS

         For each 401(k) Plan Year beginning on or after January 1, 1994 for
which any portion of the ESOP Contribution that otherwise would have been made
to the 401(k) Plan on behalf of an Eligible Officer cannot be made, or cannot
be allocated (or cannot result in the allocation of ESOP Stock) to such
officer's account under the 401(k) Plan, because of the Statutory Limitations,
there shall be credited to such Officer's Account or Accounts hereunder an
amount equal to excess of (i)  the amount of the ESOP Contribution for such
year that would have been made on the Eligible Officer's behalf and that would
have been allocated (or that would have resulted in the allocation of ESOP
Stock) to the Eligible Officer's account under the 401(k) Plan in the absence
of the Statutory Limitations, over (ii) the amount of the ESOP Contribution for
such year that was made on the Eligible Officer's behalf and that was allocated
(or that resulted in the allocation of ESOP Stock) to the Eligible Officer's
account under the 401(k) Plan.  The amount to be so credited for any 401(k)
Plan Year is hereinafter referred to as an Eligible Officer's "Supplemental
ESOP Contribution amount" for such year. Notwithstanding the foregoing, the
Supplemental ESOP Contribution amount otherwise to be credited to the Eligible
Officer's Account or Accounts for any 401(k) Plan Year shall be reduced by the
amount of any tax required to be withheld therefrom pursuant to applicable
federal, state or local law.





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         For each 401(k) Plan Year, each Eligible Officer may make an election
as to the portions of the Supplemental ESOP Contribution amount to be credited
to such officer for such year that are to be allocated, respectively, to the
Eligible Officer's Lump Sum Payment Account and to his or her Installment
Payment Account.  Such election shall be made in writing, on a form provided by
the Committee for such purpose. The form shall be filed with the Committee by
no later than November 15 of such 401(k) Plan Year, or by such other date as
the Committee may determine in its discretion.  In the event that an Eligible
Officer fails to make a timely election as to the allocation of his or her
Supplemental ESOP Contribution amount for a 401(k) Plan Year, all of such
Supplemental ESOP Contribution amount shall be credited to the Eligible
Officer's Lump Sum Payment Account.

         Notwithstanding the foregoing, in the case of any Eligible Officer
whose employment terminates prior to the end of a 401(k) Plan Year as a result
of Retirement, the Supplemental ESOP Contribution amount to be credited to such
officer's Account hereunder for such year shall be credited to the officer's
Installment Payment Account or, if he or she has made an election under Section
8(e), to the Retiree Payment Account established for such officer pursuant to
Section 6(f).

6.       ACCOUNTS

         There shall be established and maintained on the books and records of
the Corporation, for bookkeeping purposes only, separate Accounts for each
Participant, to reflect the Participant's interest under the Plan.  Such
Accounts shall be established and maintained in accordance with the following
rules:

         (a)  For each Participant , there shall be established a Lump Sum
Payment Account and an Installment Payment Account, and for each Participant
described in Section 3(c)(ii), there shall be established a Special 1995
Deferral Account.

         (b)  As of the time this Plan is adopted by the Corporation, each
Participant's Lump Sum Payment Account and Installment Account shall be
credited, respectively, with amounts equal to the balances of the Lump Sum
Payment Account and the Installment Payment Account maintained for the
Participant under the Prior Plan, determined as of the close of business on the
day preceding the Chase Merger Closing Date.

         (c)  A Participant's Lump Sum Payment Account, Installment Account,
Retiree Payment Account, and Special 1995 Deferral Account shall be credited
with amounts equal to that portion of the Participant's Deferred Amounts for
each Plan Year beginning on or after January 1, 1995 that the Participant has
elected under Section 3(b) to have allocated to each such Account, or that are
required to be credited to such Account pursuant to Section 3(c).  Such amounts
shall be so credited to the Participant's Account or Accounts as of the last
business day of the calendar





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month following the month in which the amounts in question would have been paid
to the Participant had the Participant not elected under Section 3 to have
payment of such amounts deferred under this Plan.

         (d)  A Participant's Lump Sum Payment Account, Installment Payment
Account and Special 1995 Deferral Account shall be credited with amounts equal
to that portion of the amounts deferred with respect to the Participant's 1995
Cashout Payments that the Participant has elected under Section 4(b) to have
allocated to each such Account, or that are required to be credited to such
Account pursuant to Section 4(c). Such amounts shall be so credited to the
Participant's Account or Accounts as of the Chase Merger Closing Date.

         (e)  A Participant's Lump Sum Payment Account and Installment Payment
Account, or the Participant's Retiree Payment Account, shall be credited with
amounts equal to that portion of the Participant's Supplemental ESOP
Contribution amount for each 401(k) Plan Year that the Participant has elected
to have allocated to each such Account, or which is required to be credited to
such Account pursuant to Section 5.  Such amounts shall be so credited as of
the last business day of March following the 401(k) Plan Year for which such
Supplemental ESOP Contribution amount is to be credited.

         (f)  A Retiree Payment Account shall be established and maintained for
each Participant who elects under Section 8(e) to have payment with respect to
his or her Account or Accounts made in the manner therein provided.

         (g)  A Participant's Accounts shall be adjusted to reflect all
Earnings (as defined in paragraph (a) of Section 7) or interest to be credited
to such Accounts pursuant to Section 7,  all transfers to or from such Accounts
pursuant to Section 8(d)(ii) or (e),  and all payments made with respect to the
Participant's Account balances pursuant to Section 8.

         (h)  A Participant's interest in each of his or her Accounts shall be
fully vested and nonforfeitable at all times.

7.       CREDITING OF EARNINGS

         Until payment with respect to a Participant's Accounts has been made
in full, the Participant's Accounts shall be credited with Earnings or interest
in accordance with the follow ing provisions:

         (a)  As of the last day of each calendar month, each part of the
balance of each of a Participant's Accounts for which a separate Earnings
Crediting Option (as hereinafter defined) is in effect pursuant to the
Participant's election hereunder (or under the Prior Plan) shall be credited
with an amount determined by multiplying such part of the balance of the
Participant's





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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 7, the term "Earnings Crediting
Option" shall mean, initially, any investment fund maintained under the 401(k)
Plan other than the ESOP Stock Fund or the U.S.T. Corp. Stock Fund.  Any such
investment fund is referred to herein as a "401(k) Plan Fund".

         Notwithstanding the foregoing, the Committee may at any time, in its
sole discretion, determine (i) that any 401(k) Plan Fund shall cease to
constitute an Earnings Crediting Option for purposes of this Plan, (ii) that
any investment fund that is added to the 401(k) Plan at any time after the
Chase Merger Closing Date shall not constitute an Earnings Crediting Option for
purposes of this Plan, or (iii) that any other hypothetical investment fund or
index 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 such change in the Plan's Earnings Crediting
Options.

         (c)  The "Applicable Rate of Return" for any month, under any Earnings
Crediting Option, shall mean (i) in the case of an Earnings Crediting Option
that is a 401(k) Plan Fund, the percentage by which the value of such Fund, as
determined by the 401(k) Plan's Trustee as of the Valuation Date (as defined in
the 401(k) Plan) for such month, exceeds, or is less than, the value of such
Fund, as determined by the 401(k) Plan's Trustee as of the Valuation Date for
the immediately preceding month; and (ii) 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 Accounts other
than his or her Retiree Payment Account, in accordance with the following
rules:

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

                (ii)   each Participant shall make an initial election as to
         the Earnings Crediting Options that are to apply with respect to an
         Account at the time the Participant first elects under Section 3, 4 or
         5 to have any amount allocated to that Account.  Such election shall
         be made in the election form in which the Participant makes his or her
         election under Section 3, 4 or 5 to have such amount allocated to that
         Account.  In such election form, the Participant shall specify, by
         percentages (which must be even multiples of 5%) the





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         respective parts of the balance of such 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 any 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 Fixed Income Fund under the 401(k) Plan as
         the Earnings Crediting Option to apply to the entire balance of such
         Account.

               (iii)   The Earnings Crediting Options selected (or deemed to
         have been selected) by the Participant with respect to an Account
         under clause (ii) above shall remain in effect for that Account (and
         shall apply to all additional amounts allocated to such Account
         pursuant to any elections made by the Participant under Section 3, 4
         or 5 with respect to any subsequent Plan Years) until the Participant
         changes his or her election as to the Earnings Crediting Options for
         that Account in accordance with clause (iv) below.  The Earnings
         Crediting Options in effect for a Participant's Lump Sum Payment
         Account and Installment Payment Account under the Prior Plan as of the
         close of business on the day preceding the Chase Merger Closing Date
         shall remain in effect with respect to the Lump Sum Payment Account
         and the Installment Payment Account established for the Participant
         under this Plan, until the Participant makes an election under clause
         (iv) below to change the Earnings Crediting Options for such Accounts.

                (iv)   A Participant may change the Earnings Crediting Options
         that are to apply with respect to an Account by making a new election
         hereunder with respect to that Account.  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 (ii) above, the respective parts of the balance of such
         Account that are to be credited with Earnings under each of the
         Earnings Crediting Options designated by the Participant in such form.
         The Participant's new election 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.  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 that Account in accordance
         with this clause (iv).

         (e)  As of the last day of each calendar month, the balance of a
Participant's Retiree Payment Account shall be credited with interest at a rate
equal to the monthly average constant maturity yield for a 10-year maturity on
U.S. Treasury securities, for the month preceding the month in which payments
with respect to the Participant's Retiree Payment Account commences.





                                       12
<PAGE>   13
         (f)  If payment with respect to any Account maintained for a
Participant is to be made in form of annual installments pursuant to Section
8(c)(ii), 8(d)(i) or 8(e), such Account shall continue to be credited with
Earnings or interest in accordance with the provisions of this Section 7 until
all payments required to be made with respect to such Account have been made.
For this purpose, any such payments with respect to any Account other than a
Participant's Retiree Payment 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.

8.       PAYMENT OF ACCOUNT BALANCES

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

         (a)  A Participant's Account balances shall become payable upon the
earliest to occur of the following events (hereinafter referred to as "Payment
Events"):  (i) the Participant's death, (ii) the Participant's Retirement,
(iii) the Participant's termination of employment with the Corporation (or, for
periods prior to the Chase Merger Closing Date, with U.S. Trust Corporation)
and its Affiliated Companies for any reason other than death or Retirement, and
(iv) the occurrence of a Change in Control.

         (b)  Unless a Participant otherwise elects under Section 8(d)(ii) or
8(e) with respect to his or her Lump Sum Payment Account, 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 Accounts
become payable by reason of his or her death, to the Participant's Beneficiary.
Payment shall be made as soon as practicable after the occurrence of any
Payment Event; provided, however, that if payment with respect to the
Participant's Installment Payment Account is required to be made in the form of
annual installments pursuant to Section 8(c)(ii), or if a Participant has made
the election provided in Section 8(e) with respect to his or her Installment
Payment Account but not with respect to his or her Lump Sum Payment Account,
payment with respect to the Participant's Lump Sum Payment Account shall be
made on the same date as the date on which the first annual installment payment
is required to be made under Section 8(c)(ii) or 8(e).  The amount so payable
shall be equal to the balance of the Participant's Lump Sum Payment Account
determined as of the last day of the month preceding the month in which payment
is made.

         (c)  Unless a Participant otherwise elects under Section 8(d)(ii) or
8(e) with respect to his or her Installment Payment Account, payment with
respect to such Account shall be made in accordance with the following rules:

                 (i)   except as provided in clause (ii) below, payment shall
         be made to the Participant or, in the event of the Participant's
         death, to his or her Beneficiary, in the





                                       13
<PAGE>   14
         same form, at the same time, and in an amount determined in the same
         manner, as payment with respect to the Participant's Lump Sum Payment
         Account is to be made, as provided in paragraph (b) above.

                (ii)   if the Participant's Account balances become 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, payment with respect to the Participant's
         Installment Payment Account shall be 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.  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 Retirement
         or death occurs, and the remaining installment payments shall be made
         on the last business day of March of each succeeding Plan Year.  The
         amount of each such installment payment shall be determined by
         dividing (A) the balance of the Participant's Installment Payment
         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 include Earnings credited to the Installment Payment
         Account for the month preceding the month in which such payment is
         made.

         (d)  Payment with respect to a Participant's Special 1995 Deferral
Account shall be made in accordance with the following rules:

                 (i)   Payment with respect to the Participant's Special 1995
         Deferral Account shall be made to the Participant in the form of a
         series of 10 annual installments.  The first such installment payment
         shall be made on the last business day of February, 1996, and the
         remaining installment payments shall be made on the last business day
         of February of each succeeding Plan Year.  The amount of each such
         installment payment shall be determined by dividing (A) the balance of
         the Participant's Special 1995 Deferral 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 include Earnings
         credited to the Special 1995 Deferral Account for the month preceding
         the month in which such payment is made.

                (ii)   If a Lump Sum Payment Account and/or an Installment
         Payment Account is being maintained for a Participant described in
         Section 3(c)(ii) in addition to the Special 1995 Deferral Account that
         has been established for such Participant, the Participant may elect
         to have payment with respect to either or both of such other





                                       14
<PAGE>   15
         Accounts made in the same form, at the same times, and in amounts
         determined in the same manner, as the payments to be made with respect
         to the Participant's Special 1995 Deferral Account as provided in
         clause (i) above. Any such election shall be made in writing, on a
         form which is provided by the Committee for such purpose and which is
         filed by the Participant with the Committee by no later than March 17,
         1995. If a Participant makes such an election, the balance of the
         Account or Accounts specified by the Participant in such election
         shall be transferred and credited to the Participant's 1995 Special
         Deferral Account as of the last day of the month in which the
         Participant's employment with the Corporation (or, for periods prior
         to the Chase Merger Closing Date, with U.S. Trust Corporation) and its
         Affiliated Companies terminates.

         (e)  Any Participant whose employment with the Corporation (or, for
periods prior to the Chase Merger Closing Date, with U.S. Trust Corporation)
and its Affiliated Companies terminates after March 31, 1995 as a result of
Retirement may elect to have the balance of the Participant's Installment
Payment Account, or the balances of that Account and the Participant's Lump Sum
Payment Account, transferred and credited to the Retiree Payment Account
established for the Participant pursuant to Section 6, and to have payment with
respect to the Participant's Retiree Payment Account made in the form of a
series of 15 annual installments, with interest credited on the unpaid balance
of such Account as provided in Section 7(e). Such Account balance or balances
shall be so transferred and credited as of the first day of the month in which
the first installment payment with respect to such Account is to be made.

         Any such election shall be made in writing, on a form which is
provided by the Committee for this purpose and which is filed by the
Participant with the Committee at least 12 months prior to the date of the
Participant's Retirement or, in the case of any Participant who retires prior
to March 31, 1996,  by no later than March 17, 1995.

         In the case of a Participant who makes such election, the first
installment payment with respect to his or her Retiree Payment Account shall be
made on the last business day of March following the Plan Year in which the
Participant retires, and the remaining installment payment, shall be made on
the last business day of March of each succeeding Plan Year. The amount of the
first installment shall be determined by dividing the balance of the
Participant's Retiree Payment Account on the day on which such payment is to be
made (after any amounts required to be credited to such Account on such day
pursuant to Section 6(c), 6(e) or 7 have been credited), by 15.  The amount of
each remaining installment payment shall be determined by dividing (A) the
balance of the Participant's Retiree Payment Account determined as of the last
day of the month preceding the month in which such payment is to be made, by
(B) the number of installment payments remaining to be made.

         (f)  In any case where payment with respect to any Account is to be
made in the form of annual installment payments, the following special rules
shall apply:





                                       15
<PAGE>   16
                 (i)   if the Participant should die before receiving all
         installment payments required to be made with respect to such Account,
         any installment payments remaining to be made at the date of the
         Participant's death shall be made to the Participant's Bene ficiary 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 under Section 8(c)(ii) 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.

                (ii)   if a Change in Control should occur before all
         installment payments required to be made with respect to the such
         Account have been made, the balance of such Account shall become
         immediately due and payable upon the occurrence of such Change in
         Control.  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.

         (g)  Notwithstanding any other provision in this Section 8 to the
contrary, payment with respect to any part or all of the Participant's Account
balances 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 8 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.

         (h)  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.





                                       16
<PAGE>   17
9.       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 9, 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.

10.      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 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 10 shall be a complete discharge
of the liability of the Corporation with respect to such payment.

11.      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.





                                       17
<PAGE>   18
         (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.

12.      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.

         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.

13.      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 of the Plan or to comply with
applicable law or any applicable rules and





                                       18
<PAGE>   19
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 balances of the
Participant's Accounts, 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 manage ment or highly compensated employees" within the meaning of the
applicable provisions of ERISA.

14.      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 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.

15.      GOVERNING LAW

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





                                       19