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                                                                  EXHIBIT 10.8


          U.S. TRUST CORPORATION STOCK PLAN FOR NON-OFFICER DIRECTORS
           AS AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 1, 1995

SECTION 1.  PURPOSE

The purpose of the U.S. Trust Corporation Stock Plan for Non-Officer Directors
is to promote the interests of the Corporation and its shareholders by
providing non-officer members of the Board of Directors, whose services are
considered essential to the Corporation's continued growth and progress,
compensation in the form of share ownership in the Corporation for services
actually performed, thereby reinforcing the mutuality of interest between such
Directors and the Corporation's shareholders.

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

SECTION 2.  DEFINITIONS

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

         (a) "Board" means the Board of Directors of the Corporation.

         (b) "Committee" means the committee appointed pursuant to Section 12
             of the Board Members' Deferred Compensation Plan of U.S. Trust
             Corporation.

         (c) "Common Shares" means common shares ($1.00 par value per share) of
             the Corporation.

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

         (e) "Disability" means a Participant's complete and permanent
             inability by reason of illness or accident to perform his or her
             duties as a member of the Board, as determined by the Committee
             based on medical evidence acceptable to it.

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         (f) "Non-Officer" means a person who at the time in question (i) is
             not a full-time employee of the Corporation or any of its
             affiliated companies, and (ii) has not been a full-time employee
             of the Corporation or any of its affiliated companies at any time
             during the previous six months.

         (g) "Participant" means any member of the Board who is a Non-Officer.

         (h) "Plan" means the U.S. Trust Corporation Stock Plan for Non-Officer
             Directors, as amended from time to time.

SECTION 3.  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.

Subject to the provisions of the Plan, the Committee shall have the authority
to establish from time to time any guidelines deemed necessary or appropriate
for the administration or interpretation of the Plan, interpret the Plan, and
make all determinations and take all other actions considered necessary or
advisable for the administration of the Plan.  All decisions, actions or
interpretations of the Committee that are within the scope of this Section 3
shall be final, conclusive and binding upon all parties.

SECTION 4.  PARTICIPATION

Participation in the Plan shall be limited to members of the Board who are
Non-Officers.  Each individual who is a Non-Officer member of the Board on
[July 21, 1995] shall be a Participant as of that date; each individual who is
not a Non-Officer member of the Board on [July 21, 1995] and becomes a
Non-Officer member of the Board thereafter while the Plan is in effect shall
become a Participant at the time he or she becomes such a member; and no other
person shall be eligible to be a Participant.

SECTION 5.  GRANTS

On February 15, 1996 and on February 15 of each year thereafter, each
Participant then serving as a member of the Board shall be granted 200 Common
Shares.  The Common Shares used for such grants under the Plan may be treasury
shares, authorized but previously unissued shares, or shares purchased on the
open market (at such time or times and in such manner as the Committee may
determine).

Common Shares granted hereunder shall constitute compensation for services
actually performed as a Director and shall supplement cash retainer fees.  The
Plan shall not be construed as conferring





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any rights upon any Participant to continue as a Director for any period of
time, or at any particular rate of compensation.

SECTION 6.  CERTAIN ADJUSTMENTS TO PLAN SHARES

In the event of any change in the Common Shares by reason of any stock
dividend, stock split, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or of any similar change affecting
the Common Shares, appropriate adjustments shall be made in the number and kind
of Common Shares or other securities or property subject to subsequent grants
hereunder to reflect such changes.

SECTION 7.  REGULATORY LIMITATIONS

No Common Share granted to a Participant under this Plan may be sold for at
least six months after the date of grant, except in the case of death or
Disability of such Participant.  The Corporation reserves the right to legend
the share certificates, to retain custody of certificates for an appropriate
period of time and to take other actions designed to assure compliance with
applicable securities laws.  The Corporation shall have the right to require,
prior to the delivery of any share certificate, payment of any taxes required
by law to be withheld with respect to the grant.

SECTION 8.  LISTING AND QUALIFICATION OF SHARES

The Corporation, in its discretion, may postpone the issuance or delivery of
Common Shares until completion of such stock exchange listing or other
qualification of such shares under any state or federal law, rule or regulation
as the Corporation may consider appropriate, and may require any Participant to
make such representations and furnish such information as it may consider
appropriate in connection with the issuance or delivery of the shares in
compliance with applicable laws, rules and regulations.

SECTION 9.  NO LIABILITY OF COMMITTEE MEMBERS

No member of the Committee shall be personally liable by reason of any contract
or other instrument executed by such member or on his or her behalf in his or
her capacity as a member of the Committee or for any mistake of judgment made
in good faith, and the Corporation shall indemnify and hold harmless each
employee, officer or director of the Corporation to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated
or delegated against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval of the
Board) 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.





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SECTION 10.  AMENDMENT OR TERMINATION

The Board may, with prospective or retroactive effect, amend, suspend or
terminate the Plan or any portion thereof at any time; provided, however, that
the provisions of this Plan regarding eligibility, timing of grants, and the
number of shares included in any grant may not be amended or revised more than
once every six months other than to conform to changes in the Internal Revenue
Code of 1986, as amended, or the rules and regulations thereunder.

SECTION 11.  GOVERNING LAW

The Plan shall be governed by and construed in accordance with the laws of New
York, without reference to the principles of conflicts of law thereof.





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