SCHWAB CHARLES CORP
EXHIBIT 10.237
<DOCUMENT>
<TYPE>EX-10.237
<SEQUENCE>7
<FILENAME>exh10_237.txt
<DESCRIPTION>EXHIBIT 10.237
<TEXT>
                                                                  Exhibit 10.237




                 U.S. TRUST CORPORATION EMPLOYEES' RETIREMENT PLAN


                              Amended and Restated
                            Effective January 1, 2001



<PAGE>




                                  TABLE OF CONTENTS

                                                                           Page


ARTICLE 1         HISTORY AND PURPOSE OF PLAN.................................1


ARTICLE 2         DEFINITIONS.................................................1


ARTICLE 3         MEMBERSHIP..................................................8

   3.1        Commencement of Membership......................................8
   3.2        Termination of Membership.......................................9
   3.3        Resumption of Membership after Severance Date...................9


ARTICLE 4         CREDITED SERVICE............................................9

   4.1        Service Credited as of December 31, 1975........................9
   4.2        Service Credited after December 31, 1975........................9
   4.3        Effect of Breaks in Service on Credited Service.................9
   4.4        Veterans' Rights...............................................10


ARTICLE 5         VESTING....................................................10

   5.1        Eligibility for Vested Deferred Pension........................10
   5.2        Amount and Payment of Vested Deferred Pension..................10
   5.3        Effect of Breaks in Service after December 31, 1975............11
   5.4        Restoration to Service of Vested Member........................11
   5.5        Separation of Members Without Vested Rights....................12
   5.6        Death of Vested Member.........................................12


ARTICLE 6         RETIREMENT.................................................12

   6.1        Normal Retirement..............................................12
   6.2        Early Retirement...............................................12
   6.3        Postponed Retirement...........................................13
   6.4        Disability Retirement..........................................13
   6.5        Nonforfeitability of Pensions..................................13
   6.6        Restoration to Employment......................................13


ARTICLE 7         RETIREMENT PENSIONS........................................13

   7.1        Normal Retirement Pension......................................13
   7.2        Early Retirement Pension.......................................14
   7.3        Postponed Retirement Pension...................................15
   7.4        Disability Retirement Pension..................................15
   7.5        Restoration of Retired Members to Employment...................15
   7.6        Payment of Pensions............................................15
   7.7        Maximum Pension Limitations....................................16
   7.8        Post-Retirement Increase of Benefits of Members
              Retiring before January 1, 1976................................18
   7.9        Supplemental Benefit for Certain Retired Members...............18
   7.10       Benefit Enhancement for Certain Employees......................20


ARTICLE 8         SURVIVORSHIP AND OPTIONAL PENSIONS.........................22

   8.1        Form of Payment of Pensions....................................22
   8.2        Election of Form of Payment of Pension.........................22
   8.3        Notice to Members of Election of a Form of Payment of Pension..22
   8.4        Optional Forms of Pensions.....................................23
   8.5        Death of Member's Spouse or Beneficiary........................24
   8.6        Level Income Option............................................24
   8.7        Spouse's Preretirement Survivorship Pension....................25
   8.8        Distribution requirements......................................26
   8.9        Early Distributions............................................26
   8.10       Direct Rollovers...............................................27


ARTICLE 9         CERTAIN RIGHTS AND LIMITATIONS.............................27

   9.1        Benefits Payable Solely from Trust Fund........................27
   9.2        Prohibition against Alienation of Benefits.....................27
   9.3        Incompetency...................................................28
   9.4        No Right to Continued Employment...............................28
   9.5        Payment of Taxes...............................................28
   9.6        Merger or Consolidations with Other Plans......................28
   9.7        Purchase of Annuities..........................................29
   9.8        Periods of Liquidity Shortfall.................................29


ARTICLE 10        CONTRIBUTIONS..............................................29

   10.1       Manner of Funding..............................................29
   10.2       Nature of Obligation...........................................30
   10.3       Minimum Funding Standard.......................................30
   10.4       Effect of Forfeitures..........................................30
   10.5       Non-Diversion..................................................30


ARTICLE 11        ADMINISTRATION OF THE PLAN.................................30

   11.1       Appointment of the Committee...................................30
   11.2       Duties and Powers of Committee.................................31
   11.3       Appointment of Investment Committee............................31
   11.4       Conduct of Affairs of Investment Committee.....................31
   11.5       Duties and Powers of Investment Committee......................31
   11.6       Reports to Company.............................................31
   11.7       Conduct of Affairs of Committee................................32
   11.8       Actuarial Valuations...........................................32
   11.9       Appointment of the Plan Administrator..........................32
   11.10      Duties and Powers of the Plan Administrator....................32
   11.11      Delegation of Responsibilities by the Plan Administrator.......33
   11.12      Conduct of Affairs of the Plan Administrator...................34
   11.13      Expenses and Liability.........................................34
   11.14      Indemnification of Committee and Investment
              Committee Members and Persons Serving as Plan
              Administrator..................................................36
   11.15      Claims Procedure...............................................36


ARTICLE 12        MANAGEMENT OF THE TRUST FUND...............................37

   12.1       The Trustee....................................................37
   12.2       The Trust Agreement............................................37
   12.3       Compensation and Expenses......................................37


ARTICLE 13        AMENDMENT AND TERMINATION..................................37

   13.1       Amendment of Plan and Trust....................................37
   13.2       Termination of Plan............................................38
   13.3       Special Limitation for Highly Compensated Employees............39


ARTICLE 14        OTHER PARTICIPATING COMPANIES..............................40

   14.1       Additional Participating Companies.............................40
   14.2       Withdrawal of Participating Company............................40
   14.3       Successor Companies............................................41


ARTICLE 15        TOP HEAVY PROVISIONS.......................................41

   15.1       Top Heavy Plan Requirements....................................41
   15.2       Determination of Top Heavy Status..............................41
   15.3       Minimum Vesting Requirement....................................43
   15.4       Minimum Benefit Requirement....................................43
   15.5       Limitation on Compensation and Section 415 Compensation........44
   15.6       Other Definitions..............................................44
   15.7       Applicability..................................................45


ARTICLE 16        CONSTRUCTION...............................................45

   16.1       Plan Intended to Qualify.......................................45
   16.2       Governing Law..................................................45
   16.3       Words and Headings.............................................45


<PAGE>

                U.S. TRUST CORPORATION EMPLOYEES' RETIREMENT PLAN



                                    ARTICLE 1
                            HISTORY AND PURPOSE OF PLAN

     This Plan is intended to provide  retirement  benefits to employees of U.S.
Trust Corporation and any affiliated company which chooses to participate in the
Plan upon their being retired after rendering productive and faithful service.

     A retirement program was initially adopted on June 2, 1939, effective as of
the same date, and was amended and formally adopted by the Board of Directors of
the  United  States  Trust  Company of New York on August  23,  1945,  effective
January 1, 1945.  Under the  Eighteenth  Amendment and  Restatement of the Plan,
adopted on November 22, 1997,  the name of the Plan was formally  changed to the
Employees'  Retirement  Plan of  United  States  Trust  Company  of New York and
Affiliated Companies.

     The Plan was most  recently  amended and  restated on  December  30,  1999,
effective  January 1, 1997.  The Plan is hereby  amended and restated  effective
January 1, 2001,  unless otherwise  provided herein, to (a) reflect the transfer
of the Plan  sponsorship  from United  States Trust  Company of New York to U.S.
Trust  Corporation,  (b) formally change the name of the Plan to the "U.S. Trust
Corporation  Employees'  Retirement  Plan," (c) reflect the merger of U.S. Trust
Corporation  with  Charles  Schwab  (as  hereinafter  defined),  (d)  limit  the
eligibility  for benefits under the formula in effect as of December 31, 2001 to
individuals who become  Employees of a  Participating  Company on or before such
date,  (e) embody  operational  changes  adopted to comply with  recent  changes
required by law, and (e) make certain other changes to the Plan.

     The rights of any person who  terminated  employment  or who  retired on or
before the effective date of a particular  amendment,  including his eligibility
for  benefits  and the time and form in which  benefits,  if any,  will be paid,
shall be determined  solely under the terms of the Plan as in effect on the date
of his termination of employment or retirement, unless such person is thereafter
reemployed and again becomes a Member.

                                    ARTICLE 2
                                   DEFINITIONS

     As used in this Plan, the following terms shall have the meanings described
in this Article 2:

     2.1  "Affiliated  Company"  means the  Company,  any  corporation  which is
included in a controlled  group of  corporations  (within the meaning of section
414(b) of the Code) which includes the Company,  any trade or business  (whether
or not incorporated)  which is under common control with the Company (within the
meaning of section 414(c) of the Code),  any  organization  included in the same
affiliated  service group (within the meaning of section  414(m) of the Code) as
the Company and any other  entity  required  to be  aggregated  with the Company
pursuant to the  regulations  under section  414(o) of the Code. In  identifying
Affiliated Companies for purposes of applying the provisions of Section 7.7 with
respect to the  limitations on benefits,  section 415(h) of the Code shall apply
in conjunction with the preceding sentence.

     2.2 "Average Final Compensation" means the average Compensation of a Member
for  those  five  consecutive  Plan  Years,  falling  within  the  period of ten
consecutive  Plan Years which ends with the Plan Year in which he separates from
service  under  Article 5 or retires under Article 6, that result in the highest
such  average.  If the  number  of Plan  Years  during  which a Member  received
Compensation  is  less  than  five  Plan  Years,   the  Member's  Average  Final
Compensation  shall be his average  Compensation for all Plan Years during which
he received Compensation.

     2.3  "Beneficiary"  means any person who will  receive any  benefits  which
become  payable  under the Plan upon the Member's  death in the case of a Member
who elects to have his Pension paid under Option 2 of Section 8.4.

     2.4 "Board of  Directors"  means the Board of  Directors of the Company and
such committees thereof as it may from time to time appoint to act on its behalf
with respect to the Plan.

     2.5  "Break  in  Service"  means any  Computation  Period  during  which an
Employee is credited with not more than 500 Hours of Service.

     2.6  "Charles  Schwab"  means  The  Charles  Schwab   Corporation  and  any
corporation which is included in a controlled group of corporations  (within the
meaning  of  section  414(b) of the Code)  which  includes  The  Charles  Schwab
Corporation,  any trade or business (whether or not incorporated) which is under
common  control with the The Charles Schwab  Corporation  (within the meaning of
section 414(c) of the Code),  any  organization  included in the same affiliated
service group (within the meaning of section  414(m) of the Code) as The Charles
Schwab  Corporation  and any other  entity  required to be  aggregated  with The
Charles Schwab  Corporation  pursuant to the regulations under section 414(o) of
the Code.

     2.7 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     2.8 "Committee" means the administrative  committee  appointed by the Board
of   Directors   to  have  the   powers,   and  to  carry  out  the  duties  and
responsibilities, set forth in Section 11.2.

     2.9 "Company" means U.S. Trust Corporation,  and any corporation succeeding
to its rights and  assuming  its  obligations  hereunder  as provided in Section
14.3.

     2.10  "Compensation"  for a Plan Year  means the  annual  rate of base pay,
including  a  shift  differential,  that  the  Employee  was  receiving  from  a
Participating  Company,  for personal services rendered,  as of the final day of
such Plan Year,  except that for the Plan Year in which the  Employee  separates
from service under Article 5 or retires  under Article 6,  "Compensation"  shall
mean  the  annual  rate of base  pay  that the  Employee  was  receiving  from a
Participating Company, for personal services rendered, as of the day immediately
preceding  the  date  on  which  he  so  separated   from  service  or  retired.
Compensation  shall be determined before reduction for any contributions made on
behalf of the Employee in accordance with the Employee's  election pursuant to a
cash or deferred  arrangement  qualified under section 401(k) of the Code, or in
accordance  with the  Employee's  election  relating  to the payment of medical,
dental,  or dependant  care coverage  pursuant to a cafeteria  plan described in
section 125 of the Code, or in accordance with the Employee's  election relating
to amounts that are not includable in the gross income of the Employee by reason
of Code Section 132(f)(4),  and before reduction for any deductions for taxes or
other items withheld.  Compensation  shall not include any overtime pay, bonuses
or special pay, but shall include shift differentials,  except that for purposes
of determining Average Final Compensation,  the definition of Compensation for a
prior Plan Year shall include a shift  differential  only if the Participant was
entitled to a shift differential on the last day of such Plan Year.

     Notwithstanding  the above,  in the case of an Employee  who has incurred a
Total  Disability,  for Plan  Years  ending  after the date on which  such Total
Disability arose (the "Total Disability  Date"),  the Employee's  "Compensation"
shall  be his  Compensation,  as  determined  above,  as of the day  immediately
preceding his Total Disability Date.

     For each Plan Year, the amount of Compensation taken into account under the
Plan for any Employee  shall not exceed the limitation on such amount imposed by
section  401(a)(17) of the Code in effect for such Plan Year  ($170,000 for 2001
and effective for Plan Years beginning on or after January 1, 2002, $200,000, as
adjusted for increases in the  cost-of-living  in  accordance  with Code Section
401(a)(17)(B) as in effect for the applicable Plan Year).

     Notwithstanding the above,  effective for Plan Years beginning on and after
January 1,  1994,  the  section  401(a)(17)  limitation  shall not be applied to
reduce the amount of the Pension  payable  under the Plan to a Member  below the
amount  equal to the sum of (a) the amount of the Pension  that would be payable
to such  Member  under the Plan as of  December  31,  1993,  computed as if such
Member had separated from service under Article 5 or retired under Article 6, as
applicable,  on December  31, 1993 and (b) the amount of the Pension  payable to
such Member  computed under Article 5 or Article 7, as  applicable,  taking into
account only Compensation  received,  and Years of Service and units of Credited
Service  earned,  for Plan Years  beginning  on and after  January  1, 1994.  In
applying the preceding  sentence,  the amount in clause (a) thereof shall not be
less than the amount of the  Pension  that would be payable to the Member  under
the Plan as of  December  31,  1988,  computed  without  regard  to the  section
401(a)(17) limitation, and computed as if such Member had separated from service
under Article 5 or retired under Article 6, as applicable, on December 31, 1988.

     2.11 "Computation  Period" means the 12 consecutive month period commencing
with the date on which a person first became an Employee and each  successive 12
consecutive month period commencing on the anniversary thereof.  With respect to
a person who suffers a Break in Service after  incurring a Severance  Date,  the
Computation  Period shall be the 12 consecutive month period commencing with the
date upon which he last became an Employee and each  successive  12  consecutive
month period commencing on the anniversary thereof.

     2.12 "Covered  Compensation"  means,  for any Member in any Plan Year,  the
average of the Taxable  Wage Bases (as  hereinafter  defined) in effect for each
calendar year during the 35 year period ending with the last day of the calendar
year in which the Member attains or will attain his Social  Security  Retirement
Age. In determining a Member's Covered Compensation for a Plan Year, the Taxable
Wage Base for such Plan Year and any subsequent  Plan Year shall be equal to the
Taxable  Wage Base in effect at the  beginning  of such Plan  Year.  A  Member's
Covered Compensation for a Plan Year after the 35 year period described above is
the  Covered  Compensation  for the Plan Year in which the Member  attained  his
Social  Security  Retirement  Age.  A  Member's  Covered  Compensation  shall be
redetermined  each Plan Year, as described  above,  to reflect any change in the
Taxable Wage Base. For purposes of this  definition,  the Taxable Wage Base in a
given  calendar  year  is  the  maximum  amount  of  compensation  which  may be
considered wages for such year under section 3121(a)(1) of the Code.

     2.13 "Credited  Service" means that period of employment for which a Member
is entitled to receive  units of credit  under the Plan as provided in Article 4
for the purpose of computing the Member's accrued benefits under the Plan.

     2.14 "Earliest  Payment Date" means the first date as of which a Member who
has  separated  from service  under Article 5 or who has retired under Article 6
may elect to have the payment of his Pension commence under the Plan.

     2.15  "Effective  Date" of the Plan  means  January  1,  1945.  The Plan as
amended  and  restated  herein is  effective  as of January  1, 1997,  except as
otherwise provided herein.

     2.16 "Employee" means any person who is employed by an Affiliated  Company;
provided,  however,  that the term Employee  shall not include any person who is
treated as a "leased employee" of any Affiliated Company under section 414(n)(2)
of the Code.

     2.17  "Equivalent  Actuarial  Value" means,  except as otherwise  specified
below,  equivalent  value  determined  on the  basis of the  conversion  factors
contained in Appendix A attached hereto.

     For purposes of Sections  5.4,  7.3, 7.5 and 8.7(c),  the term  "Equivalent
Actuarial Value" means equivalent value determined on the basis of the following
assumptions, and for purposes of Section 15.2(e) the actuarial assumptions to be
utilized  in  computing  the  Present  Value of  Accrued  Benefits  shall be the
following:  (1) life expectancy  based on the UP-84 mortality  table; and (2) an
interest rate of seven percent (7%) per year.

     For purposes of Section 7.7(c), the term "Equivalent Actuarial Value" means
equivalent value determined on the basis of the following assumptions:  (a) life
expectancy based on the mortality table described in section  415(b)(2)(E)(v) of
the Code;  and (b) an interest rate of five percent (5%) per year in the case of
any adjustment of a benefit, or the limitation of any form of benefit,  which is
a non-decreasing  annuity, or the "applicable  interest rate", as defined below,
in any other case.

     For  purposes  of Sections  7.6 and 8.7(d)  and, to the extent  applicable,
Section  8.6,  and for  valuing  the  lump  sum  payment  described  in  Section
7.10(a)(3),   the  term  Equivalent   Actuarial  Value  means  equivalent  value
determined on the basis of the following assumptions:  (i) life expectancy based
on the mortality table described in section 417(e)(3)(A)(ii)(I) of the Code; and
(ii) the  "applicable  interest  rate".  For purposes of this Section 2.17,  the
"applicable  interest  rate"  shall  mean the  interest  rate  specified  by the
Internal Revenue Service under section  417(e)(3)(A)(ii)(II) of the Code for the
month of August preceding the Plan Year in which the Equivalent  Actuarial Value
in question is being determined.

     2.18 "ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

     2.19 "Executive/Policy-Making  Member" means any Member who (a) for the two
year period  immediately  preceding his Normal Retirement Date has been employed
in a bona fide executive or high policy-making  position and (b) is entitled, as
of his Normal  Retirement Date, to immediate  nonforfeitable  annual  retirement
benefits  aggregating  at least  $44,000 (or such other dollar  amount as may be
prescribed by law) from the Plan, the U.S. Trust Corporation 401(k) Plan and any
other deferred  compensation plan of a Participating Company (other than amounts
attributable to his voluntary contributions).

     2.20  "Former  Member"  means a person  who at the time he  ceased  to be a
Member was entitled to a Pension under Article 5 or Article 6.

     2.21 "Hour of  Service",  with  respect to any  Computation  Period or Plan
Year, as the case may be, shall mean the following:

          (a) Each hour for which an Employee  is paid,  or entitled to payment,
     for the performance of duties for an Affiliated Company.

          (b) Each hour for which an Employee  is paid,  or entitled to payment,
     directly or indirectly (through an insurer,  trust fund or otherwise) by an
     Affiliated  Company  for a  period  of time  during  which  no  duties  are
     performed  (irrespective  of whether he has  ceased to be an  Employee)  on
     account of vacation, holiday, illness, incapacity,  disability,  layoff, or
     jury duty. It is provided,  however,  that except as otherwise  required by
     law, (1) no more than 501 hours shall be credited under this subsection (b)
     for any single continuous period, (2) no such hours shall be credited under
     this subsection (b) if such payment is made under a plan maintained  solely
     for the purpose of complying  with the  applicable  worker's  compensation,
     disability  insurance or  unemployment  compensation  laws, and (3) no such
     hours shall be credited  under this  subsection  (b) for any payment  which
     solely  reimburses  an Employee for medical or medically  related  expenses
     incurred by the Employee.

          (c) Each  hour for which  back  pay,  irrespective  of  mitigation  of
     damages,  is awarded or agreed to by an  Affiliated  Company,  exclusive of
     hours previously  credited under subsection (a) or (b),  immediately above.
     No more than 501 hours shall be credited under this  subsection (c) for any
     single continuous period.

          (d) The number of Hours of Service to be  credited  under  subsections
     (a), (b) and (c) above, and the periods to which Hours of Service are to be
     credited  under  subsections  (a), (b) and (c) above,  shall be  determined
     under  the  rules  set  forth  in  Section  2530.200b-2(b)  and  (c) of the
     regulations  issued by the U.S.  Department  of  Labor,  as the same may be
     amended from time to time.

          (e) In the case of any Employee who incurs any Leave  (whether paid or
     unpaid),  including a maternity or paternity  absence  described in section
     411(a)(6)(E)(i)  of  the  Code  and  any  Leave  which  is  subject  to the
     requirements  of the Family and  Medical  Leave Act of 1993,  the  Employee
     shall be credited,  for the period  during which he is on such Leave,  with
     the  number of Hours of  Service  with  which he would  normally  have been
     credited for such period under the Plan but for such Leave,  as  determined
     by the Plan  Administrator.  In the case of any Employee who has incurred a
     Total  Disability,  the Employee  shall be credited,  for the period during
     which he is Totally  Disabled,  with the  number of Hours of  Service  with
     which he would  normally  have been  credited  during such period under the
     Plan  but  for  his  absence  from  active  employment  due to  such  Total
     Disability,  as  determined  by the  Plan  Administrator.  It is  provided,
     however,  that the Employee shall not be credited with any Hours of Service
     under the preceding  sentence which are otherwise credited to such Employee
     under  subsection  (b)  above for the  period  during  which he is  Totally
     Disabled.

          (f) Notwithstanding the foregoing, for the purposes of determining the
     number of Hours of Service with which the Employee is to be credited in any
     Computation  Period or Plan  Year,  as  applicable,  an  Employee  shall be
     credited  with a number of Hours of Service  computed  (i) for  purposes of
     Section 3.1, by crediting  the Employee  with 190 Hours of Service for each
     month in which he would be required to be credited  with an Hour of Service
     under  subsections (a) through (e) above,  and (ii) for all other purposes,
     by dividing by seven the number of days in such Computation  Period or Plan
     Year, as  applicable,  for which the Employee  would  otherwise be credited
     with at least one Hour of Service under  subsections  (a) through (e) above
     and multiplying the result by 45.

     2.22 "Investment Committee" means the Retirement and 401(k)/ESOP Investment
Committee appointed under Section 11.3.

     2.23  "Joint  and  Survivor  Pension"  means a Pension  payable to a Former
Member during his lifetime,  with a survivorship Pension payable after the death
of such Former  Member to his spouse on his Pension  Starting  Date who survives
him for such spouse's life  (regardless  of such spouse's  remarriage  after his
death) in the amount of 50% of the Pension  paid to the Former  Member  prior to
his death.

     2.24 "Leave"  means any period  during which a person is an Employee but is
absent  from  active  employment  pursuant  to an  authorized  leave of absence,
approved  by an  Affiliated  Company on a  nondiscriminatory  basis  under rules
uniformly  applicable to all Employees similarly  situated,  for a period not to
exceed five years.

     2.25  "Member"  means any person  included  in the  membership  of the Plan
pursuant to Article 3.

     2.26 "Normal  Retirement Date" means, for any Member,  the first day of the
calendar month  coinciding  with or  immediately  following the later of (a) the
65th anniversary of his birth or (b) the fifth  anniversary of the date on which
he became a Member.

     2.27  "Participating  Company"  means the Company and any other  Affiliated
Company  participating  in this Plan  pursuant  to Article 14 until such time as
such  Affiliated  Company  ceases to participate in the Plan pursuant to Article
14.  Appendix B provides a list of  Participating  Companies as of the date this
amended and restated Plan is executed.

     2.28  "Pension"  and  "Normal  Retirement  Pension"  means a  level  annual
retirement  income payable under this Plan in monthly  installments  to a Former
Member,  or his spouse,  only during the  lifetime of the same,  with no minimum
number of monthly payments guaranteed.

     2.29  "Pension  Starting  Date" means the date as of which the payment of a
Member's Pension is to commence, as determined under Section 7.6.

     2.30 "Plan" means the U.S. Trust Corporation Employees' Retirement Plan, as
described herein and as may hereafter be amended.

     2.31 "Plan  Administrator"  means the person or  persons  appointed  by the
Committee to have the powers, and to carry out the duties and  responsibilities,
set forth in Section 11.10.

     2.32 "Plan Year" means the calendar year.

     2.33 "Prior Service" means service  credited to an Employee under this Plan
for service with an entity that was  acquired by or merged with the Company,  as
set forth in Appendix B.

     2.34  "Severance  Date" means the first date as of which the Employee is no
longer in the employ of any Affiliated Company. An Employee shall not be treated
as having  incurred a Severance Date as a result of his absence from work unless
such  absence  is due to  his  resignation,  discharge,  retirement,  or  death.
However,  an Employee  who is on a Leave  shall be treated as having  incurred a
Severance Date (and as having ceased to be an Employee) (a) as of the expiration
of such Leave,  unless prior to such expiration he resumes his active employment
with an  Affiliated  Company,  or (b) at such earlier  time as he  notifies,  in
writing, the Affiliated Company with which he was last in active employment that
he does not intend to resume his active  employment  at the  expiration  of such
Leave.

     2.35  "Social  Security  Retirement  Age" shall have the same meaning as is
assigned to such term under section 415(b)(8) of the Code.

     2.36 "Spouse's Preretirement  Survivorship Pension" means a Pension payable
after  the  death  of a  Member  to  the  Member's  surviving  spouse  for  life
(regardless of the spouse's  remarriage  after the Member's death) in the amount
hereinafter  determined,  based upon the Member's units of Credited  Service and
Final Average Compensation as of the date of his death.

          (a) Death After  Becoming  Entitled to Retire Under  Article 6. In the
     case of a Member who dies after  becoming  entitled to retire under Article
     6, other than Section 6.2(b) thereof, but before the payment of his Pension
     has commenced,  the Spouse's  Preretirement  Survivorship  Pension shall be
     based on the Pension which would have been payable to such surviving spouse
     if (1) on the day immediately  preceding the date of his death,  the Member
     had  retired  and the  payment of his  Pension  had  commenced  in the form
     described in Option 1 in Section 8.4, with a 100% survivor annuity, and (2)
     the Member's  Pension  referred to in clause (1) had been computed  without
     the reductions described in Section 7.2(a)(2), if otherwise applicable.

          (b) Death Prior to Becoming Entitled to Retire Under Article 6. In the
     case of a Member who dies before becoming  entitled to retire under Article
     6, other than Section 6.2(b) thereof, and before the payment of his Pension
     has  commenced,   but  after  his  Earliest   Payment  Date,  the  Spouse's
     Preretirement Survivorship Pension shall be based on the Joint and Survivor
     Pension  which  would  have been  payable  if the  Member  had  incurred  a
     Severance  Date and  payments  under  the Joint and  Survivor  Pension  had
     commenced  immediately  preceding  the date of his death.  In the case of a
     Member who dies before  becoming  entitled to retire under Article 6 and on
     or  before  his  Earliest   Payment   Date,   the  Spouse's   Preretirement
     Survivorship Pension shall be based on the Joint and Survivor Pension which
     would have been payable if the Member had incurred a Severance  Date on the
     earlier of the date of his death or his  actual  Severance  Date,  survived
     until his Earliest Payment Date,  begun receiving  payments under the Joint
     and  Survivor  Pension  on his  Earliest  Payment  Date,  and  died  on the
     following day. This  subsection (b) shall apply in the case of a Member who
     dies after  becoming  entitled to retire  under  Section  6.2(b) but before
     becoming entitled to retire under any other provision of Article 6.

     2.37  "Total  Disability"  means a  mental  or  physical  disability  which
entitles  a Member to  receive a benefit  under the  long-term  disability  plan
maintained by the Affiliated Companies.

     2.38  "Trustee"  means the United  States  Trust  Company  of New York,  as
trustee, and any additional or successor trustee or trustees,  who may from time
to time act as trustee of the Trust Fund pursuant to Article 12.

     2.39 "Trust Fund" means the  contributions  deposited  with and held by the
Trustee  pursuant  to Article 12, any  property  into which the same or any part
thereof may be converted, and any appreciation therein and interest thereon.

     2.40  "Year of  Service"  means  any  Computation  Period  during  which an
Employee is credited with 1,000 or more Hours of Service.

                                    ARTICLE 3
                                   MEMBERSHIP

     3.1 Commencement of Membership.  Each Employee who was a Member on December
31, 1986 shall  continue as a Member.  Each other Employee shall become a Member
on the  January  1 or July 1  immediately  following  the date on which he first
satisfies  each  of  the  following   conditions:   (a)  he  receives  a  stated
compensation from a Participating  Company other than a pension,  severance pay,
retainer  or fee  under  contract,  (b) he has  completed,  or is  scheduled  to
complete, at least one Year of Service, and (c) he has attained age 21.

     An  Employee  who  receives  credit  for  Prior  Service  for  purposes  of
eligibility to participate in the Plan shall become a Member on the first day of
the month coincident with or next following the later of (i) the date he becomes
an Employee or (ii) the date he meets the  conditions in (a), (b) and (c) above,
taking into account Prior Service.

     Notwithstanding the foregoing,  no individual who becomes an Employee after
December  31, 2001 shall become a Member  unless the Company  amends the Plan in
accordance  with Section 13.1 to provide for such  Employee's  membership in the
Plan on such  terms and  condition  as the  Company in its sole  discretion  may
establish.

     3.2 Termination of Membership.  An Employee's  membership in the Plan shall
terminate:

          (a) on the Employee's Severance Date;

          (b)  Subject  to  Section  5.1,  on the  date  an  Employee  transfers
     employment from a Participating Company directly to Charles Schwab.

     3.3  Resumption  of  Membership  after  Severance  Date.  If an  Employee's
membership  in the Plan is  terminated  in  accordance  with  Section  3.2(a) on
account of his incurring a Severance  Date, or Section  3.2(b) on account of his
transferring  employment  directly to Charles  Schwab,  and he again  becomes an
Employee of a Participating  Company, his membership in the Plan shall resume as
of the date on which he again becomes such an Employee.

                                    ARTICLE 4
                                CREDITED SERVICE

     4.1 Service  Credited as of December 31, 1975. Each person who was a Member
on or prior to December  31,  1975  shall,  for  purposes  of this  Article,  be
credited  with one unit (or fraction  thereof to the next higher  one-tenth)  of
Credited Service with respect to service  performed prior to January 1, 1976 for
each 12  month  period  of  employment  with a  Participating  Company  (or part
thereof)  with which each such Member was credited as of December 31, 1975 under
the terms of the Plan as in effect on that date.

     4.2  Service   Credited  after  December  31,  1975.  Each  Employee  of  a
Participating  Company who is a Member at any time during a Plan Year commencing
after  December  31,  1975  shall be  credited  with a unit or part  thereof  of
Credited  Service  for each such Plan Year,  computed  by  dividing by 2,000 the
number of Hours of Service  credited to him as an  Employee  of a  Participating
Company for only the days  falling in such Plan Year during which he is a Member
(not in excess of 2,000 Hours of Service), and increasing the resulting fraction
to the next higher one-tenth.

     It is provided, however, that each person who ceased to be a Member for any
reason at any time  prior to  January  1,  1988  shall  not be  entitled  to any
Credited  Service he had otherwise  earned for periods after he had attained his
Normal  Retirement  Date unless he was  thereafter  employed by a  Participating
Company  on or after  January  1, 1988 and has at least one Hour of Service in a
Plan Year  beginning  on or after  January  1,  1988,  in which case he shall be
credited with units of Credited  Service in accordance  with the above paragraph
of this Section 4.2 with respect to all periods  (including  periods  after such
Member's Normal Retirement Date).

     4.3 Effect of Breaks in Service on Credited  Service.  If a Member incurs a
Severance Date after  December 31, 1975 and thereby  ceases to be a Member,  and
subsequent  to such  Severance  Date he again  becomes  a  Member,  all units of
Credited Service with which the Member was credited prior to such Severance Date
shall be taken into account  under the Plan.  It is provided,  however,  that if
upon his again  becoming  an  Employee  after such  Severance  Date the Years of
Service he performed prior to such Severance Date are not taken into account for
purposes  of Section  5.1 by reason of Section  5.3 (as in effect on the date he
again became an Employee),  the units of Credited  Service earned by such Member
prior to such Severance Date shall not be taken into account under the Plan.

     4.4  Veterans'  Rights.  Notwithstanding  any provision of this Plan to the
contrary, benefits and service credit with respect to qualified military service
will be provided in accordance with Code section 414(u).

                                   ARTICLE 5
                                    VESTING

     5.1 Eligibility for Vested Deferred  Pension.  A Member who ceases to be an
Employee for any reason other than his death and is not entitled to retire under
Article 6 shall be  entitled  to  receive  a vested  deferred  Pension  if he is
credited with five or more Years of Service for Computation Periods during which
he was at least age 18.

     For purposes of this  Section 5.1,  Years of Service  shall  include  Prior
Service.  With respect to an Employee of Charles Schwab who transfers employment
directly to a Participating Company, Years of Service shall include service with
Charles Schwab.

     5.2 Amount and  Payment of Vested  Deferred  Pension.  The vested  deferred
Pension  payable  under  Section  5.1 shall be a deferred  Pension  equal to the
Pension a Member would have been entitled to receive had he remained a Member in
the Plan at all times through his Normal Retirement Date, computed in accordance
with  Section 7.1 (based on his  Average  Final  Compensation  as of the date on
which he ceased to be an Employee and the number of units of Credited Service he
would have  earned to his  Normal  Retirement  Date,  not in excess of 35 units,
including all units of Credited  Service he had earned as of his Severance  Date
and  determined  by assuming  that the Member had remained both an Employee of a
Participating Company and a Member in the Plan during the period which begins on
the Member's Severance Date and ends on his Normal Retirement Date),  multiplied
by a  fraction  (x) the  numerator  of which is the  number of Years of  Service
credited to the Member as of his Severance Date and (y) the denominator of which
is the number of Years of Service that would have been credited to the Member to
his Normal  Retirement  Date (including all Years of Service he had earned as of
his Severance  Date, and determined by assuming that he had remained an Employee
of an Affiliated  Company for the period which begins on his Severance  Date and
ends on his Normal Retirement Date).

     Notwithstanding the foregoing,  Prior Service credited to a Member pursuant
to Section 5.1 and Appendix B, including service with Charles Schwab,  shall not
be taken into account for purposes of determining  the amount of vested deferred
Pension under this Section 5.2.

          (a)  Vested  Members  with  less  than 20 Years of  Service.  A Member
     eligible for a vested deferred  Pension under Section 5.1 who has completed
     less than 20 Years of  Service  as of the date he ceased to be an  Employee
     shall be entitled to receive a vested deferred  Pension,  commencing on the
     first day of the month immediately following his Normal Retirement Date, in
     the amount prescribed in this Section 5.2.

          (b) Vested  Members with 20 or more but less than 25 Years of Service.
     A Member eligible for a vested  deferred  Pension under Section 5.1 who has
     completed  20 or more but less than 25 Years of  Service  as of the date he
     ceased to be an Employee  shall be  entitled  to receive a vested  deferred
     Pension,  commencing  on the  first  day of the  month  coinciding  with or
     immediately  following  the date on which he attains  age 60 (or such later
     date, but not later than the first day of the month  immediately  following
     the  Member's  Normal  Retirement  Date,  as he may  elect)  in the  amount
     prescribed  in this Section 5.2,  but  actuarially  reduced to an amount of
     Equivalent  Actuarial  Value to the  payments  he would  have  received  if
     payment of his vested deferred Pension had started on his Normal Retirement
     Date.

          (c) Vested Members with 25 or more Years of Service. A Member eligible
     for a vested  deferred  Pension  under  Section 5.1 of this Article who has
     completed  25 or more  Years of  Service  as of the date he ceased to be an
     Employee shall be entitled to receive a vested deferred Pension, commencing
     on the first day of the month coinciding with or immediately  following the
     date on which he attains age 55 (or such later date, but not later than the
     first day of the month immediately following the Member's Normal Retirement
     Date, as he may elect),  in the amount  prescribed in this Section 5.2, but
     actuarially  reduced  to an amount  of  Equivalent  Actuarial  Value to the
     payments he would have received if payment of his vested  deferred  Pension
     had started on his Normal Retirement Date.

The Plan  Administrator  shall  advise the Member in writing as to the  earliest
date on which payment of his deferred vested Pension may commence.

     5.3 Effect of Breaks in Service  after  December 31,  1975.  In computing a
Member's Years of Service for purposes of Sections 5.1 and 5.2, in the case of a
Member who incurs a Severance Date after December 31, 1975, the Years of Service
he completed  prior to such  Severance  Date shall,  upon his again  becoming an
Employee, be taken into account under such Sections, except as follows:

          (a) If the Member has resumed  employment  with an Affiliated  Company
     after incurring a Break in Service following such Severance Date, the Years
     of Service he completed  before such  Severance  Date shall not be so taken
     into account  until he has  completed one Year of Service after so resuming
     employment.

          (b) If the  Member  was not  entitled  to a  vested  deferred  Pension
     pursuant  to Section  5.1 as of such  Severance  Date,  and he has  resumed
     employment  with  an  Affiliated   Company  after  incurring  a  number  of
     consecutive Breaks in Service following such Severance Date which equals or
     exceeds  the  greater  of five  years or the  aggregate  number of Years of
     Service he completed  before such  Severance  Date, the Years of Service he
     had  completed  before  such  Severance  Date  shall  not be so taken  into
     account. The number of Years of Service before any Severance Date shall not
     include  any  Years of  Service  which  are not taken  into  account  under
     Sections  5.1 and 5.2  because of the  application  of this  provision  (or
     because of the  application  of this provision as in effect on December 31,
     1984) with respect to an earlier Severance Date.

     5.4 Restoration to Service of Vested Member. If a Member who is entitled to
a vested deferred  Pension  pursuant to Section 5.1 is restored to service as an
Employee,  his right to such vested deferred  Pension shall be cancelled and his
subsequent retirement and any Pension payable thereupon shall be governed by the
provisions of this Plan then  applicable to him, taking into  consideration  his
Credited  Service and, where  appropriate,  his  Compensation,  prior as well as
subsequent  to the date he ceased to be an Employee,  but such Pension  shall be
actuarially  reduced by the Equivalent  Actuarial Value of the Pension  payments
(if any)  previously  made to the Member under this Article.  The application of
this Section 5.4 shall not result in a suspension of benefits within the meaning
of section 411(a)(3)(B) of the Code or section 203(a)(3)(B) of ERISA, unless the
requirements of the Code and ERISA which pertain to suspensions of benefits have
been satisfied.

     5.5 Separation of Members Without Vested Rights. No Pension or other amount
shall be paid  under  this Plan in respect of a person who ceases to be a Member
before becoming eligible to receive a deferred vested Pension under this Article
5, or before he is eligible  to retire  under  Article 6. Such  person  shall be
treated as if the entire  amount of the  benefit  under the Plan in which he was
vested has been distributed to him, in a lump sum payment of zero amount,  as of
his  Severance  Date.  Thereafter,  notwithstanding  Section  4.3,  the Credited
Service  that such  person  had  earned  prior to his  Severance  Date  shall be
disregarded  for  all  purposes  under  the  Plan.   However,   if  such  person
subsequently returns to employment with any Participating  Company,  such person
shall be treated as if he has  repaid  the entire  such lump sum  payment to the
Plan,  as of the date on which he so returns  to  employment,  and his  Credited
Service  earned prior to such  Severance  Date shall be taken into account under
the Plan, except as otherwise provided in Section 4.3.

     5.6 Death of Vested  Member.  Subject to Section  8.7,  in the event of the
death of a person entitled to a vested deferred  Pension pursuant to Section 5.1
either  (a) prior to the date such  Pension  was to  commence,  as  provided  in
Section 5.2 or (b) after such Pension was to commence and the Former  Member was
to receive such Pension in the form of a straight  life  annuity,  no Pension or
other amount shall be payable on the Former  Member's  behalf under this Article
or any other provision of this Plan.

                                    ARTICLE 6
                                    RETIREMENT

     6.1 Normal Retirement.  Each Member, other than an  Executive/Policy-Making
Member,  may retire on his Normal Retirement Date unless he has retired prior to
such date  pursuant to Section 6.2 or 6.4. Each  Executive/Policy-Making  Member
shall retire on his Normal  Retirement  Date unless he has retired prior to such
date  pursuant  to  Section  6.2 or 6.4 or unless he  continues  as an  Employee
thereafter pursuant to Section 6.3.

     6.2 Early Retirement.

          (a) Rule of 80. A Member whose  combined (a) attained age (in complete
     years from the anniversary of the Member's birth),  and (b) either Years of
     Service (as  computed  for  purposes  of Section  5.1) or units of Credited
     Service (as computed  under  Article 4), totals 80 or more shall be retired
     on the first day of the calendar month immediately following receipt by the
     Plan  Administrator  of  written  application  for his  retirement  by such
     Member.

          (b) Age 60. Effective  January 1, 1999, a Member who is an Employee of
     an  Affiliated  Company on the date he has  attained age 60 and is credited
     with at least ten (10) Years of  Service  shall be retired on the first day
     of  the  calendar  month   immediately   following   receipt  by  the  Plan
     Administrator of written application for his retirement by such Member.

          (c) Commencement.  The Pension of a Member who retires under either of
     the preceding  paragraphs ("early  retirement") shall commence on the first
     day of the month immediately following the date on which he had retired, or
     such later date, but not later than the first day of the month  immediately
     following the Member's Normal  Retirement  Date, as he may elect.  The Plan
     Administrator shall advise the Member in writing as to the earliest date on
     which payment of his early retirement Pension may commence.

     6.3    Postponed     Retirement.     Each    Member,    other    than    an
Executive/Policy-Making  Member,  who continues as an Employee  after his Normal
Retirement Date may retire on the first day of any calendar month  thereafter on
which the Member elects to retire.  An  Executive/Policy-Making  Member may upon
the request of the  Participating  Company by which he is employed  and with the
consent of such Executive/Policy-Making Member be continued as an Employee after
his Normal  Retirement  Date,  in each case for a period of one year,  and, upon
further requests and consents,  for successive one year periods  thereafter.  An
Executive/Policy- Making Member whose retirement is postponed under this Section
6.3 shall be retired at the end of the last of such one year periods,  or at any
earlier  date not less than  thirty  nor more than  ninety  days after a written
request for his retirement has been filed with the Plan  Administrator by either
the  Executive/Policy-Making  Member or the Participating Company by which he is
employed.

     6.4 Disability Retirement.  Any Member who has incurred a Total Disability,
and who otherwise meets the  requirements  for retirement under Section 6.1, 6.2
or 6.3,  may retire  under the  applicable  such Section on the first day of any
calendar  month after he has satisfied such  requirements  on which he elects to
retire.

     6.5  Nonforfeitability of Pensions. A Member who becomes entitled to retire
under this Article 6 shall have a  nonforfeitable  right to a Pension  under the
Plan.  A Member who retires  under this Article 6 shall be entitled to receive a
Pension, computed as under Article 7.

     6.6  Restoration  to  Employment.  Upon the  request  of any  Participating
Company and with the consent of the Member,  a Member retired pursuant to any of
the  preceding  Sections  of this  Article 6 may be  restored  to  service as an
Employee. In this event his subsequent retirement shall be governed by whichever
of such Sections, if any, is then applicable.

                                    ARTICLE 7
                               RETIREMENT PENSIONS

     7.1 Normal Retirement Pension. Each Member retiring after December 31, 1988
pursuant to the  provisions  of Section 6.1 shall receive a Pension equal to the
sum of

          (a) two and one-quarter percent (2 1/4%) of the Member's Average Final
     Compensation,  multiplied  by the number of the Member's  units of Credited
     Service not in excess of 20 units, plus

          (b) one percent  (1%) of such  Member's  Average  Final  Compensation,
     multiplied  by the  number of the  Member's  units of  Credited  Service in
     excess of 20 units but not in excess of 35 units, reduced by

          (c)  one-half  of one  percent  (.5%) of the  lesser of (1) a Member's
     Average Final Compensation and (2) 100% of a Member's Covered Compensation,
     multiplied by the number of units of Credited  Service earned by the Member
     for up to the first 35 units of  Credited  Service so earned less any units
     of Credited Service earned prior to January 1, 1976, and further multiplied
     by the factor indicated below for such Member's year of birth:

                        Year of Birth             Adjustment

                        1937 and earlier            1.00
                        1938 through 1954            .95
                        1955 and later   .           .90

provided,  however,  that the Normal Retirement Pension of any Member calculated
in  accordance  with the  foregoing  provisions of this Section 7.1 shall not be
less than the Normal  Retirement  Pension of such Member accrued pursuant to the
terms of Article  VII,  Paragraph A of the Plan as in effect as of December  31,
1988.

     7.2 Early Retirement Pension.

          (a) Rule of 80. Each Member  retiring after December 31, 1975 pursuant
     to the provisions of Section 6.2(a) shall receive a Pension equal,

               (1)  if the  Member  has  attained  age  60 at  the  time  of his
          retirement,  or if he retired  prior to attaining  age 60 but does not
          elect to have the  payment of his early  retirement  Pension  commence
          prior to his 60th birthday,  to an amount  computed in accordance with
          Section 7.1 on the basis of the Member's  Average  Final  Compensation
          and units of Credited Service at the time of his early retirement, or

               (2) if the  Member  has not  attained  age 60 at the  time of his
          retirement  and  elects to have the  payment  of his early  retirement
          Pension commence prior to his 60th birthday, to an amount equal to the
          Pension which he would have been entitled to receive under  subsection
          (a) above if he had attained age 60 at the time of his retirement, but
          computed by reducing the amounts  described in subsections (a) and (b)
          of Section 7.1 by  one-twelfth  (1/12) of five  percent  (5%) for each
          month or part thereof that the  commencement of such early  retirement
          Pension  precedes  the  Member's  60th  birthday,  and by reducing the
          amount  described  in  subsection  (c) of Section  7.1 by  one-twelfth
          (1/12) of six  percent  (6%) for each month or part  thereof  that the
          commencement of such early  retirement  Pension  precedes the Member's
          60th birthday.

          (b) Age 60. Each Member retiring pursuant to the provisions of Section
     6.2(b) shall receive a Pension to which the Member would be entitled  under
     Section 5.2, but actuarially  reduced to an amount of Equivalent  Actuarial
     Value to the  payments  he would  have  received  if  payment of his vested
     deferred Pension had started on his Normal Retirement Date.

     7.3 Postponed  Retirement  Pension. A Member who is an Employee on or after
January 1, 1988, and whose retirement has been postponed pursuant to Section 6.3
for a period  subsequent to his Normal Retirement Date, shall receive no Pension
during such  period of  postponement.  Upon his  retirement,  such Member  shall
receive a Pension  computed in  accordance  with Section 7.1 on the basis of the
Member's Average Final Compensation and units of Credited Service at the time of
his  postponed  retirement.  Notwithstanding  the above,  unless the  applicable
requirements relating to a suspension of benefits under sections 411(a)(3)(B) of
the Code and  203(a)(3)(B)  of ERISA  have been  satisfied  with  respect to the
Member,  including  any  requirement  that  notification  of such  suspension be
provided to the Member,  the Pension payable under this Section 7.3 shall not be
less than the  Equivalent  Actuarial  Value of the Pension that the Member would
have received if (a) the Member had retired on his Normal  Retirement  Date, (b)
the  payment  of such  Pension  had  commenced  on the  first  day of the  month
immediately  following his Normal  Retirement  Date,  and (c) the amount of such
Pension had been based on his Average Final  Compensation  and the number of his
units of  Credited  Service  as of his  Normal  Retirement  Date.  The amount of
Pension  payable under this Section shall be determined in accordance  with Code
Section 411(b)(1)(H) and regulations promulgated thereunder.

     7.4 Disability  Retirement Pension. Each Member retiring after December 31,
1975 pursuant to the provisions of Section 6.4 shall receive a Pension, computed
in accordance  with Section 7.1, 7.2 or 7.3, as applicable,  on the basis of his
Average  Final  Compensation  and units of  Credited  Service at the time of his
retirement.

     7.5  Restoration of Retired  Members to  Employment.  If any retired Member
again  becomes an Employee,  his Pension (if any was being paid) shall cease and
any  prior  election  under  Article  8 as to the  form  of  Pension  in  effect
thereunder shall become void. Any Credited Service to which he was entitled when
he retired  shall be  restored to him,  and his  subsequent  retirement  and any
Pension payable  thereupon shall be governed by the provisions of this Plan then
applicable to him,  taking into  consideration  his Credited  Service and, where
appropriate,  his  Compensation,  prior as well as subsequent to his retirement,
but such Pension shall be actuarially reduced by the Equivalent  Actuarial Value
of the Pension payments (if any) previously made to the Member.  The application
of this  Section 7.5 shall not result in a  suspension  of  benefits  within the
meaning of section  411(a)(3)(B)  of the Code or section  203(a)(3)(B) of ERISA,
unless the  requirements  of the Code and ERISA which  pertain to  suspension of
benefits have been satisfied.

     7.6 Payment of  Pensions.  All  Pensions  payable  pursuant to Article 5 or
Article  6  shall,  upon  direction  by the Plan  Administrator,  be paid by the
Trustee. All Pensions payable under the Plan shall, except as otherwise provided
under the Plan, be payable in level monthly installments, as of the first day of
each month.  The payment of a Pension shall commence (a) in the case of a Member
who is  entitled  to a  deferred  vested  Pension  under  Article 5, on the date
provided in subsection  (a), (b) or (c), as  applicable,  of Section 5.2, (b) in
the case of a Member who takes early  retirement  under Section 6.2 (including a
Member  with a Total  Disability  who  takes an early  retirement),  on the date
provided in Section 6.2 or (c) in all other cases, on the first day of the month
immediately following the date on which the Member retires. Payment of a Pension
shall cease with the monthly payment immediately following the Member's death.

     If the  Equivalent  Actuarial  Value of any Pension  payable to a Member as
computed  under  Article 5 or this Article 7 does not exceed $5,000 ($3500 prior
to  January  1,  1998)  as  of  the  Member's  Severance  Date,  then  the  Plan
Administrator  shall  direct that an amount equal to such  Equivalent  Actuarial
Value be paid by the Trustee to such  Member in a single lump sum cash  payment.
Such  payment  shall  be  made as soon as  practicable  following  the  Member's
Severance Date.

     Unless a Member elects otherwise, notwithstanding the above, the payment of
the Member's Pension shall commence not later than by the 60th day after the end
of the Plan  Year  during  which  occurs  the  latest of (a) the  Member's  65th
birthday,  (b) the 10th  anniversary  of the  year in  which  he first  became a
Member,  or (c) the  Member's  termination  of  employment  with all  Affiliated
Companies.

     Before any Pension shall be paid to a Member or to the surviving  spouse of
a deceased Member,  such Member, or his surviving  spouse, as applicable,  shall
file with the Plan  Administrator  such  information  as the Plan  Administrator
shall require to establish his or her rights to benefits under the Plan.

     7.7 Maximum  Pension  Limitations.  Notwithstanding  any other provision of
this Plan to the contrary, no Pension shall be payable under this Plan in excess
of the limitations prescribed in this Section 7.7.

          (a) Basic Limitation.  No Pension shall be paid to or on behalf of any
     Member which would,  as of the last day of the Plan Year,  annually  exceed
     the lesser of:

               (1) 100% of the Member's  average total  compensation (as defined
          in Treas. Reg. Sec. 1.415-2(d)(1), (2), (3) and (4)) but including any
          elective deferrals (as defined in Code Section 402(g)(3)),  any amount
          which is  contributed  or deferred by a  Participating  Company at the
          election  of the  Employee  and which is not  includable  in the gross
          income of the  Employee  by reason of Code  Section  125 or 457, or in
          accordance with the Employee's  election  relating to amounts that are
          not  includible  in the gross income of the Employee by reason of Code
          Section 132(f)(4) from the Participating Company or Companies by which
          he was  employed  for the three  consecutive  Plan Years for which the
          Member's  total  compensation  (as so defined)  was the  highest  (the
          "Compensation  Limitation")  and  during  which he was a Member in the
          Plan, or

               (2) $90,000 (the "Dollar Limitation").

     If the  Member has fewer  than 10 years of Plan  participation,  the Dollar
Limitation  shall be  multiplied  by a fraction,  the  numerator of which is the
number of years (computed to fractional parts of a year) of participation in the
Plan, and the  denominator of which is 10. If the Member has fewer than 10 Years
of Service, the Compensation  Limitation shall be multiplied by a fraction,  the
numerator of which is the number of the Member's  Years of Service  (computed to
fractional parts of a year), and the denominator of which is 10.

     The Dollar Limitation shall be adjusted annually,  for Plan Years beginning
after  December 31, 1987,  for  increases in the cost of living after October 1,
1986 in accordance with the Code and applicable  regulations or rulings, and, in
the case of Members who have ceased to be employed by a  Participating  Company,
the Compensation Limitation shall be adjusted annually for increases in the cost
of living in accordance with the Code and applicable regulations and rulings. No
such adjustment  shall be taken into account  hereunder before the Plan Year for
which such  adjustment  first  takes  effect  pursuant  to such  regulations  or
rulings.

          (b) Combined Plan  Limitation.  Notwithstanding  subsection (a) above,
     for any Plan Year commencing  prior to January 1, 2000, if a Member in this
     Plan is also a member in the U.S. Trust  Corporation  401(k) Plan (formerly
     known as the 401(k)  Plan and ESOP of United  States  Trust  Company of New
     York and Affiliated  Companies) (as in effect for the Plan Year in question
     or for any prior  Plan Year) (the  "Profit-Sharing  Plan"),  the sum of the
     Member's  Retirement  Plan  Fraction  (as defined  below) and the  Member's
     Profit-Sharing  Plan  Fraction (as defined  below) shall not exceed 1.0 for
     any  Plan  Year,  and in the  event  that in any  Plan  Year the sum of the
     Member's  Retirement  Plan  Fraction and the Member's  Profit-Sharing  Plan
     Fraction  exceeds 1.0,  then the Pension  payable  under this Plan shall be
     reduced so that the sum of such  fractions  in respect of that  Member will
     not exceed 1.0 for such Plan Year.

               (1) Retirement  Plan Fraction.  For purposes of this  subsection,
          "Retirement  Plan  Fraction"  for any Plan Year shall mean a fraction,
          (i) the numerator of which is the projected  annual Pension the Member
          is expected to receive under the Plan  determined as of the end of the
          Plan Year and in accordance with  applicable  regulations and (ii) the
          denominator  of  which  is the  lesser  of:  (A) the  product  of 1.25
          multiplied by the Dollar  Limitation in effect under subsection (a)(2)
          of this  Section  7.7 for the Plan  Year,  or (B) the  product  of 1.4
          multiplied  by the  amount  which  may be  taken  into  account  under
          subsection (a)(1) of this Section 7.7 for the Plan Year.

               (2)   Profit-Sharing   Plan   Fraction.   For  purposes  of  this
          subsection,  "Profit-Sharing  Plan  Fraction"  for any Plan Year shall
          mean a fraction,  (i) the  numerator of which is the sum of the annual
          additions  (as  defined in section  415(c)(2)  of the Code;  provided,
          however,  that the annual additions for any Plan Year beginning before
          January 1, 1987  shall not be  recomputed  to treat all  contributions
          made on an after-tax basis by the Member as annual additions) credited
          to the  account of the Member  under the  Profit-Sharing  Plan for the
          Plan Year and for all prior  Plan  Years and (ii) the  denominator  of
          which is the sum of the lesser of the  following  amounts,  determined
          for the Plan Year and for each  prior  Plan  Year  during  which  such
          Member was an Employee  (regardless of whether the Member was a member
          in the  Profit-Sharing  Plan during any such prior Plan Year): (A) the
          product of 1.25  multiplied  by the dollar  limitation in effect under
          section  415(c)(1)(A)  of the  Code  for such  Plan  Year  (determined
          without regard to section  415(c)(6) of the Code),  or (B) the product
          of 1.4  multiplied by the amount which may be taken into account under
          section  415(c)(1)(B)  of the Code with  respect to the Member for the
          Plan Year;  provided,  however,  that for Plan Years  ending  prior to
          January 1, 1976 the  numerator of such  fraction  shall in no event be
          deemed  to exceed  the  denominator  of such  fraction,  and  provided
          further that,  for any Plan Year ending after  December 31, 1982,  the
          Plan  Administrator  may  elect to  compute  the  Profit-Sharing  Plan
          Fraction for each Member by applying the  transitional  rule set forth
          in section 415(e)(6) of the Code.

The Retirement Plan Fraction and Profit-Sharing  Plan Fraction shall be computed
with regard to the limitation described in section 415(b)(5) of the Code.

          (c) Special  Rules.  For purposes of this Section 7.7, in  determining
     whether an  expected  Pension is within the  aforesaid  limitations,  (1) a
     Pension  which is paid in a form other than a  straight  life  annuity or a
     qualified joint and survivor  annuity (within the meaning of section 417 of
     the Code) shall be adjusted to a benefit which is of  Equivalent  Actuarial
     Value to such Pension,  and which is payable in the form of a straight life
     annuity  (with  no  ancillary  benefits),  (2) in  the  case  of a  Pension
     beginning prior to a Member's  Social  Security  Retirement Age, the Dollar
     Limitation  applicable to such Pension shall be reduced in accordance  with
     applicable  regulations  to an amount  which is equal to an annual  benefit
     which  commences  at the  same  time  as  such  Pension,  and  which  is of
     Equivalent Actuarial Value to an annual benefit in the amount of the Dollar
     Limitation that commences at the Member's  Social Security  Retirement Age.
     The adjustment provided for in the preceding sentence shall be made in such
     manner as the applicable regulations may prescribe which is consistent with
     the reduction for old age insurance  benefits  commencing before the Social
     Security  Retirement Age under the Social  Security Act and (3) in the case
     of a Pension  beginning after the Member's Social Security  Retirement Age,
     the Dollar  Limitation  applicable  to such  Pension  shall be increased in
     accordance  with the applicable  regulations to an amount which is equal to
     an annual  benefit which  commences at the same time as such  Pension,  and
     which is of Equivalent  Actuarial  Value to an annual benefit in the amount
     of the Dollar Limitation that commences at Social Security Retirement Age.

          (d) Special  Transitional Rule for Certain Members. The limitations on
     the amount of any Member's Pension  prescribed in this Section 7.7 shall be
     computed by applying the transitional rules set forth in section 1106(i)(3)
     and (4) of P.L. 99-514 and in section 235(g)(3) and (4) of P.L. 97-248.

     In the case of a person who was a Member in this Plan prior to September 2,
1974 and was also a Member in the Profit-Sharing Plan as of such prior date, the
sum of such  Member's  Retirement  Plan  Fraction  and his  Profit-Sharing  Plan
Fraction may exceed 1.4 (as described in subparagraph  (2) of Paragraph G of the
Plan, as in effect on December 31, 1982),  if (1) the Member's  Retirement  Plan
Fraction is not increased,  by amendment or otherwise,  after  September 2, 1974
and (2) no Profit-Sharing  Amounts (as defined in the  Profit-Sharing  Plan) are
contributed to or for the benefit of such Member under the  Profit-Sharing  Plan
after September 2, 1974.

     7.8 Post-Retirement Increase of Benefits of Members Retiring before January
1, 1976.  Effective  April 1, 1977,  the  monthly  installments  of the  benefit
payable to each retired Member  (including a disabled retiree) who retired on or
before January 1, 1976, or to the spouse or  beneficiary of such Member,  as the
case may be, shall be  increased,  as of the April 1 of each year,  by an amount
equal to two  percent  (2%) of the  amount  of the  monthly  installment  of the
benefit which preceded the first monthly installment of the benefit to which the
increase applies.

     7.9 Supplemental Benefit for Certain Retired Members.

          (a) Retired Members  (including  disabled  retirees) who retired on or
     before January 1, 1979, or the spouses or beneficiaries receiving a benefit
     under the Plan on account of such  retired  Members,  shall be  entitled to
     receive,  for each monthly installment of the benefit payable to them under
     the Plan on or after November 1, 1980, an additional  monthly  supplemental
     benefit in an amount equal to (1) such monthly  installment of the benefit,
     including any post-retirement increase described in Section 7.8, multiplied
     by (2) the  applicable  percentage  set  forth  in the  following  table in
     accordance with the Member's last year of employment with the Company or an
     Affiliated Company prior to his retirement:

                  Year of employment
                  preceding the year
                  in which he retired                Applicable Percentage

                  1970 and earlier                              11%
                  1971                                          10%
                  1972                                           9%
                  1973                                           8%
                  1974                                           7%
                  1975                                           6%
                  1976                                           8%
                  1977                                           6%
                  1978                                           4%

          (b) Retired Members  (including  disabled  retirees) who retired on or
     before January 1, 1984, or the spouses or beneficiaries receiving a benefit
     under the Plan on account of such  retired  Members,  shall be  entitled to
     receive,  for each monthly installment of the benefit payable to them under
     the Plan on or after January 1, 1986, an  additional  monthly  supplemental
     benefit in an amount equal to (1) such monthly  installment of the benefit,
     including  any  post-retirement  increases  described  in  Section  7.8 and
     subsection  (a) of this  Section  7.9,  multiplied  by (2)  the  applicable
     percentage set forth in the following table in accordance with the Member's
     last year of employment with the Company or an Affiliated  Company prior to
     his retirement:

                  Year of employment
                  preceding the year
                  in which he retired                Applicable Percentage

                  1979 and earlier                               5%
                  1980                                           4%
                  1981                                           3%
                  1982                                           2%
                  1983                                           2%

          (c) Retired Members  (including  disabled  retirees) who retired on or
     before January 1, 1990, or the spouses or beneficiaries receiving a benefit
     under the Plan on account of such  retired  Members,  shall be  entitled to
     receive,  for each monthly installment of the benefit payable to them under
     the Plan on or after January 1, 1990, an  additional  monthly  supplemental
     benefit in an amount equal to (1) such monthly  installment of the benefit,
     including  any  post-retirement  increases  described  in  Section  7.8 and
     subsections  (a)  and  (b) of  this  Section  7.9,  multiplied  by (2)  the
     applicable  percentage set forth in the following  table in accordance with
     the  Member's  last year of  employment  with the Company or an  Affiliated
     Company prior to his retirement.

                  Year of employment
                  preceding the year
                  in which he retired                Applicable Percentage

                  1983 and earlier                               8.84%
                  1984                                          10.69%
                  1985                                           8.84%
                  1986                                           8.27%
                  1987                                           6.22%
                  1988                                           4.31%
                  1989                                           2.34%

          (d) Retired Members  (including  disabled retirees) who retired before
     January 1, 1995, or the spouses or beneficiaries  receiving a benefit under
     the Plan on account of such retired Members,  shall be entitled to receive,
     for each monthly  installment of the benefit payable to them under the Plan
     on or after January 1, 1997, an additional monthly  supplemental benefit in
     an amount equal to (1) such monthly  installment of the benefit,  including
     any post-retirement increases described in Section 7.8 and subsections (a),
     (b)  and  (c)  of  this  Section  7.9,  multiplied  by (2)  the  applicable
     percentage set forth in the following table in accordance with the Member's
     last year of employment with the Company or an Affiliated  Company prior to
     his/her retirement.

                  Year of employment
                  preceding the year
                  in which s/he retired              Applicable Percentage

                  Before 1990                                    7.3%
                           1990                                  7.3%
                           1991                                  5.9%
                           1992                                  4.6%
                           1993                                  3.4%
                           1994                                  2.2%
                  After    1994                                    0%

          (e) The minimum monthly  supplemental benefit payable under subsection
     (a), (b), (c) or (d) of this Section 7.9 shall be $10.00.

          (f) A surviving spouse receiving a Spouse's Survivorship Pension under
     Paragraph F of Article VIII of the Plan (as in effect on December 31, 1984)
     shall  receive the  supplemental  pension  provided for in this Section 7.9
     computed as though the year in which the  member's  death  occurred was the
     year in which retirement occurred.

     7.10 Benefit Enhancement for Certain Employees.

          (a)  The  following  definitions  shall  apply  for  purposes  of this
     Section:

               (1) "Age and Service"  shall mean,  for any Member,  the total of
          (i) his  number of Years of  Service,  or, if  greater,  his number of
          units of Credited Service and (ii) his attained age.

               (2) "Eligible  Member" shall mean a Member who is employed in the
          Tax Compliance Department of the Company.

               (3) "Enhanced  Pension  Benefit" shall mean,  for any Member,  an
          increase  in the  Pension  payable  under the Plan to the Member by an
          amount  equal to the  excess of (i) the  amount  by which his  Pension
          would be increased if five years or units,  as applicable,  were added
          to each of his age,  his number of Years of Service  and his number of
          units of Credited  Service,  over (ii) the amount by which his Pension
          would be increased if he were  entitled to have his Pension  increased
          by an amount  which is of  Equivalent  Actuarial  Value to a  lump-sum
          payment  equal to three and  two-tenths  percent  (3.2%) of his annual
          base salary for each year of service with an Affiliated  Company.  The
          Enhanced  Pension  Benefit,  the  "Equivalent  Actuarial  Value,"  and
          "lump-sum payment" in clause (ii) of the preceding sentence,  shall be
          determined  as if payment of the Member's  Pension were to commence as
          of, and shall be based upon the Member's  Average Final  Compensation,
          Years of Service and units of  Credited  Service as of the date of the
          Member's Involuntary Termination.  The Enhanced Pension Benefit, as so
          determined,  shall not be reduced to reflect the early commencement of
          payment of the Eligible Member's Pension under Section 7.10(c).

               (4) "Involuntary  Termination"  shall mean the termination of the
          Eligible  Member's  employment by an Affiliated  Company in connection
          with the elimination of the Tax Compliance Department.

          (b) The Pension  payable to any Eligible  Member shall be increased by
     the  Enhanced  Pension  Benefit  if  (i)  the  Eligible  Member  incurs  an
     Involuntary  Termination  during the period which begins on January 1, 2000
     and ends on June 30, 2000, (ii) his Age and Service equals or exceeds 70 on
     the date of his  Involuntary  Termination,  and (iii) he is employed in the
     Tax Compliance  Department on a full-time  basis  immediately  prior to his
     Involuntary Termination.

          (c) The  Eligible  Member may elect to begin  payment  of the  Pension
     otherwise payable under the Plan and the Enhanced Pension Benefit as of the
     first day of any  month  that  coincides  with or  follows  the date of his
     Involuntary  Termination.  Based on actual Age and Service, if the Eligible
     Member qualifies for "early  retirement"  under Section 7.2(a),  his or her
     Pension  shall be  calculated in  accordance  with Section  7.2(a).  If the
     Eligible  Member  does not  qualify for "early  retirement"  under  Section
     7.2(a) of the Plan,  the  Pension  payable to the  Eligible  Member will be
     calculated  pursuant to Section  5.2,  actuarially  reduced to an amount of
     Equivalent  Actuarial Value based on the Eligible Member's actual age as of
     the Pension Starting Date.

                                    ARTICLE 8
                          SURVIVORSHIP AND OPTIONAL PENSIONS

     8.1 Form of Payment of Pensions. Every Pension payable under Article 5 or 6
to a Member who is not married on his Pension  Starting  Date shall,  unless the
Member  elects  otherwise in accordance  with the  provisions of Section 8.2, be
payable in the form of a straight-life annuity payable to the Member only during
his  lifetime.  Every  Pension  payable  under Article 5 or 6 to a Member who is
married on his Pension  Starting Date shall,  unless the Member elects otherwise
in  accordance  with the  provisions of Section 8.2, be payable in the form of a
Joint and Survivor  Pension which shall be of Equivalent  Actuarial Value to the
Pension otherwise payable to the Member computed under the applicable  provision
of Article 5 or Article 7.

     8.2 Election of Form of Payment of Pension.

          (a) Election Period. During the election period commencing on the date
     a Member  referred to in Section 8.3(a)  receives the Notice referred to in
     Section  8.3(a) and ending on the Member's  Pension  Starting  Date,  (1) a
     married  Member  may,  with the  consent  of his  spouse  (unless  the Plan
     Administrator makes a written determination in accordance with the Code and
     the applicable  regulations  that no such consent is required),  elect,  in
     writing on a form  furnished  by the Plan  Administrator,  to  receive  his
     Pension in one of the optional forms  described in Section 8.4 in lieu of a
     Joint and  Survivor  Pension,  and (2) an  unmarried  Member may elect,  in
     writing on a form  furnished  by the Plan  Administrator,  to  receive  his
     Pension in one of the optional  forms of Pension  available  under  Section
     8.4, in lieu of payment in the form of a straight-life annuity. No election
     shall be  effective  unless  such form has been  executed by the Member and
     delivered  by him to the Plan  Administrator  during the  election  period.
     During such  election  period,  a Member may revoke his  election,  without
     spousal  consent,  and such  revocation  shall not  affect the right of the
     Member to execute and file a further  election with the Plan  Administrator
     within such election period.  After the expiration of such election period,
     any election timely filed with the Plan Administrator  within such election
     period shall become  irrevocable,  and any election filed thereafter by the
     Member shall not be given effect.

          (b) Spousal Consent. Any consent that must be provided by the Member's
     spouse to the  Member's  election  to receive his Pension in any form other
     than  the  Joint  and  Survivor   Pension   must   satisfy  the   following
     requirements.  Such  consent  shall  be  in  writing.  Such  consent  shall
     acknowledge  the effect of such election on the spouse's rights to benefits
     under the Plan,  and shall be  witnessed by a notary  public.  In addition,
     such consent shall state and acknowledge (1) the specific  optional form of
     payment  selected by the Member and (2) where  applicable,  any  non-spouse
     Beneficiary designated by the Member. A spouse's consent so furnished shall
     be irrevocable, but it shall be effective only with respect to such spouse,
     such  specific  optional  form  of  payment  and,  where  applicable,  such
     non-spouse Beneficiary.

     8.3 Notice to Members of Election of a Form of Payment of Pension.

          (a)  Notice to  Members.  No more than 90 days  prior to the  Member's
     Pension  Starting  Date, the Plan  Administrator  shall provide such Member
     with a notice (the "Notice").  The Notice shall advise the Member as to the
     circumstances  under which his Pension will become payable, as to the forms
     in which it may be paid,  as to the material  features and relative  values
     of, and the amounts payable under,  such forms and as to all elections that
     may be available  for the Member to make with respect to the payment of his
     Pension,  including  information as to the eligibility  conditions for, and
     the time and method of,  making  such  elections.  In the case of a married
     Member,  the notice shall also contain an  explanation of (1) the terms and
     conditions  of the Joint and Survivor  Pension,  (2) the Member's  right to
     make,  and the effect of, an election  to have his  Pension  paid in a form
     other than the Joint and Survivor  Pension,  (3) the rights of the Member's
     spouse in  connection  with such  election,  and (4) the Member's  right to
     make,  and the  effect  of, a  revocation  of such  election.  A Member  is
     entitled to a period of no less than 30 days to consider this  information,
     but the  Committee  may permit the Member to waive this right in favor of a
     period of seven days,  provided the waiver  satisfies  the  requirement  of
     applicable Treasury regulations.

          (b)  Member's  Request  for  Further  Information.  At any time  after
     receipt of the Notice  described  above,  and no less than 30 days prior to
     the expiration of the election  period  prescribed in Section 8.2, a Member
     may  file  a  written  request  for  further   information  with  the  Plan
     Administrator.  The Plan Administrator  shall,  within 30 days after it has
     received such request,  provide the Member requesting  further  information
     with a  detailed  written  description  of each of the  forms in which  the
     Member's  Pension may be paid, and a detailed  explanation of the financial
     effect of receiving  his Pension in each such form,  including  the monthly
     payments which the Member,  or his surviving  spouse or Beneficiary,  would
     receive  under each such form.  A Member shall be entitled to make only one
     such  request.  If  a  Member  has  filed  a  timely  request  for  further
     information  hereunder,  the election period specified in Section 8.2 shall
     be  extended  for a period  ending 90 days after the date on which the Plan
     Administrator  has furnished  such Member with the  additional  information
     requested.  If the election period is so extended,  the actual payment of a
     Member's  Pension  shall not  commence  until the  election  period,  as so
     extended,  has  expired.  However,  such  extension  shall not  change  the
     Member's  Pension  Starting Date. Any  installment of the Member's  Pension
     that was otherwise due during such extension, based on the Member's Pension
     Starting Date, shall be paid, after the expiration of the extended election
     period,  retroactive  to the date on which such  installment  was otherwise
     due, and the amount of such payment shall be determined on the basis of the
     form in which the  Member's  Pension is to be paid  under the Plan,  taking
     into account any election made by the Member during the election period, as
     extended, as to the form of his Pension payments.

     8.4 Optional  Forms of  Pensions.  Any Member may, in  accordance  with the
provisions  of Section 8.2,  elect to receive his Pension in one of the optional
forms of Pension described below:

          OPTION 1. A reduced  Pension payable to the Member during the Member's
     life,  and after his death a Pension of 50%,  66-2/3%,  75%, or 100% of the
     amount of the Member's  reduced Pension payable during the life of, and to,
     the Member's spouse on his Pension Starting Date who survives him.

          OPTION 2. A reduced  Pension payable to the Member during the Member's
     life,  with  payment  thereof  guaranteed  to be  made  to the  Beneficiary
     designated by him for a period of 60 or 120 months.

          OPTION 3. A  straight-life  annuity  payable to the Member only during
     his lifetime.

     A Member who elects Option 1 or Option 2 shall specify in his election made
under Section 8.2 the  percentage  of his reduced  annuity that is to be paid to
his surviving  spouse under Option 2 or the number of months for which  payments
are to be guaranteed under Option 1, as applicable.  If the Member elects Option
2, he shall designate on his election form filed under Section 8.2 a Beneficiary
to receive  any amounts  payable  under  Option 2 upon his death.  If the Member
fails to  designate  a  Beneficiary  for  such  purpose,  or if the  Beneficiary
designated  by the Member for such  purpose  does not survive  him, the Member's
Beneficiary  for such  purpose  shall be his  surviving  spouse or, if he has no
surviving spouse, his estate.

     In the case of a Member who elects to have his Pension  paid under Option 2
providing for payments  guaranteed for a period certain,  and whose death occurs
after such  payments  have  commenced  but before he receives the full number of
payments  guaranteed  under Option 2, the  remaining  number of such  guaranteed
payments  shall be paid to his  Beneficiary  at the same  times  and in the same
amounts as they were payable to the Member  prior to his death.  It is provided,
however, that if the Member's estate is his Beneficiary,  an amount equal to the
lump sum Equivalent  Actuarial Value of any such remaining  guaranteed  payments
shall be paid to his  estate,  in a single  lump  sum cash  payment,  in lieu of
making any monthly  payments to the estate.  Such lump sum payment shall be made
as soon as practicable  after the Member's death, but no later than by the final
day of the Plan Year  immediately  following  the Plan Year in which the  Member
died.

     Each such optional form of Pension shall be of Equivalent  Actuarial  Value
to the  Pension to which the Member is  otherwise  entitled  computed  under the
applicable provision of Article 5 or Article 7.

     8.5  Death of  Member's  Spouse or  Beneficiary.  If a  Member's  spouse or
Beneficiary  shall die prior to the date a Member's  election  under Section 8.2
becomes irrevocable, the Member shall be entitled to revoke such election and to
make  such  other  election  under  Section  8.2  or  to  designate  such  other
Beneficiary  as the  Member  may  deem  appropriate  by  filing  with  the  Plan
Administrator  a further  election or designation  of  Beneficiary  prior to the
expiration date of the election  period  prescribed in Section 8.2 (as extended,
if  applicable,  pursuant to Section 8.3). If a Member's  spouse or  Beneficiary
shall die after the  Member has  received  the first  payment  under a Joint and
Survivor  Pension or other  optional form of Pension  elected under Section 8.2,
such  Pension  shall  continue  in  accordance  with its terms and the  Member's
Pension shall not be increased thereby.

     8.6  Level  Income  Option.  In the case of any  Member  who takes an early
retirement  under Section 6.2  (including a Member with a Total  Disability  who
takes an early retirement  under such Section),  and whose Pension Starting Date
precedes his 62nd  birthday,  the Member may elect,  by filing a written  notice
with the Plan Administrator  during the election period described in Section 8.2
with respect to his Pension Starting Date, to have the benefit payments he is to
receive prior to his 62nd birthday  increased,  and to have the benefit payments
he is to receive  after his 62nd  birthday  reduced,  by the amounts  determined
under the  applicable  table in  Appendix  A hereto,  or, if it would  produce a
greater benefit,  under the interest rate and mortality  assumptions provided in
Code Section 417(e).  The difference  between the amount of the Member's benefit
payments as so increased and the amount of the Member's  benefit  payments as so
decreased,  as determined under such table, shall be approximately  equal to the
amount of the  old-age  Social  Security  benefit  that  would be payable to the
Member if payment thereof were to commence as of his 62nd birthday.

     8.7 Spouse's Preretirement Survivorship Pension.

          (a) In General.  If a Member or a Former  Member who,  after earning a
     nonforfeitable  right to a Pension,  dies before his Pension Starting Date,
     his surviving spouse shall be entitled to receive a Spouse's  Preretirement
     Survivorship Pension.

          (b)  Commencement  of  Payments.  Payment of a Spouse's  Preretirement
     Survivorship  Pension  shall  commence (1) in the case of a Member who dies
     after his Earliest Payment Date, on the first day of the month  immediately
     following  the month in which the Member died or (2) in any other case,  on
     the date which would have been the Member's Earliest Payment Date if he had
     not died.  It is  provided,  however,  that  prior to the  Member's  Normal
     Retirement  Date (or the date  which  would have been the  Member's  Normal
     Retirement Date if he had not died),  payment may not commence  without the
     written consent of the Member's  surviving spouse,  obtained within 90 days
     of such  commencement.  Notwithstanding  the foregoing,  the payment of the
     Spouse's Preretirement  Survivorship Pension shall, in all events, commence
     no later  than by the  later of (i) the final day of the Plan Year in which
     the Member would have  attained age 70 1/2 if he had not died,  or (ii) the
     final day of the Plan Year following the Plan Year in which he died. If the
     surviving  spouse  dies  before  payment  of  the  Spouse's   Preretirement
     Survivorship Pension commences, no such pension shall be payable under this
     Section 8.7.

          (c)  Actuarial  Adjustments.  In the  event  that the  payment  of the
     Spouse's  Preretirement  Survivorship  Pension  is  delayed  because of the
     surviving  spouse's  failure to consent to the  commencement  thereof under
     subsection (b) above, the amount of the Spouse's Preretirement Survivorship
     Pension payable under this Section 8.7 shall be adjusted so that, as of the
     date on which  payment of such pension  actually  commences,  it will be of
     Equivalent  Actuarial  Value to the Pension that would have been payable if
     payment  thereof had commenced on the earliest  date on which  commencement
     was permitted under subsection (b) above.

          (d) Lump sum payments.  Notwithstanding  the above, if, as of the date
     of the  Member's  death,  the lump sum  Equivalent  Actuarial  Value of the
     Spouse's  Preretirement  Survivorship Pension does not exceed $5,000 ($3500
     prior to  January 1,  1998),  an amount  equal to such lump sum  Equivalent
     Actuarial Value shall be distributed to the Member's surviving spouse, in a
     single  lump  sum  cash  payment,  in  lieu of any  Spouse's  Preretirement
     Survivorship   Pension.   Such  distribution  shall  be  made  as  soon  as
     practicable  following the Member's  death,  but no later than by the final
     day of the Plan  Year  immediately  following  the Plan  Year in which  the
     Member died.

     8.8 Distribution requirements.

          (a)  Notwithstanding  any other  provision of the Plan,  distributions
     under the Plan shall comply with the provisions of Section 401(a)(9) of the
     Code and Treasury  Regulations  issued  thereunder,  including Treas.  Reg.
     Section  1.401(a)(9)-2,  which provisions are hereby incorporated herein by
     reference,   provided  that  such  provisions   shall  override  the  other
     distribution provisions of the Plan only to the extent that such other Plan
     provisions  provide for distribution that is less rapid than required under
     such  provisions  of the Code and  Regulations.  Nothing  contained in this
     Subsection  shall be construed as  providing  any optional  form of payment
     that is not available under the other distribution  provision provisions of
     the Plan.

          (b) Effective  January 1, 1997 through  December 30, 1999,  any Member
     who is still  employed  on December 31 of the year in which he turns age 70
     1/2 may elect to begin  receiving  retirement  benefits  in the amount that
     would have been  required  under Code  Section  401(a)(9),  as in effect on
     December 31, 1996.

          (c) If the Member remains employed by an Affiliated  Company after the
     calendar  year in which he turns 70 1/2 and has not  begun to  receive  his
     benefit  under the Plan,  the Pension  payable to a Member upon  retirement
     shall not be less than the Equivalent  Actuarial  Value of the Pension that
     the Member would have  received if the Member had retired on April 1 of the
     calendar  year in  which  he  attained  age 70  1/2,  plus  the  Equivalent
     Actuarial Value of any benefits accrued after such date, and reduced by the
     Equivalent Actuarial Value of any Pension  distributions made to the Member
     after  such  date.   The  actuarial   adjustment   required  under  Section
     411(b)(1)(H)(iii)(II)  of the Code,  or any successor  provision,  shall be
     reduced  by the  amount of the  actuarial  adjustment  under  this  Section
     8.8(c),  as permitted  under Code Section  401(a)(9)(C)(iii)  and any other
     applicable IRS guidance.

     8.9 Early  Distributions.  A Member who is  entitled  to a deferred  vested
Pension  under  Article 5, or to an early  retirement  Pension under Section 6.2
(including a Member with a Total Disability who takes an early retirement),  and
wishes to elect to have  payment  of his  Pension  commence  prior to his Normal
Retirement Date may, at any time, notify the Plan  Administrator  that he wishes
to  make  such  an  election.   Upon  receiving  such  notification,   the  Plan
Administrator  shall  furnish  the  Member  with a  written  explanation  of the
Member's right to elect to have payments commence prior to his Normal Retirement
Date,  and the effect of any such election.  After receipt of such  explanation,
the Member may make the election to have the payment of his Pension  commence by
filing with the Plan Administrator a written notification specifying the date on
which the Member wishes to have the payments commence.  The payment commencement
date specified by the Member must be the first day of any month which is no more
than 90 days after the date on which the Plan Administrator furnishes the Member
with the written  explanation  described above. A Member is entitled to a period
of at least 30 days to consider this  information,  but the Committee may permit
the  Member to waive  this  right in favor of a period of 7 days,  provided  the
waiver satisfies the  requirements of applicable  Treasury  regulations.  If the
Member is married on such payment  commencement  date,  and his Pension is to be
paid in a form other than the Joint and Survivor Pension,  the Member's election
to have Pension payments  commence prior to his Normal  Retirement Date shall be
accompanied  by the  written,  notarized  consent of his spouse to such  payment
commencement date (unless the Plan Administrator  makes a written  determination
in accordance with the Code and  regulations  that no such consent is required).
Any election so made shall be irrevocable.

     8.10 Direct  Rollovers.  This Section 8.10 applies to any distribution made
by the Plan on or after January 1, 1993, to the extent that such distribution is
an "Eligible Rollover  Distribution".  Notwithstanding any provision of the Plan
to the contrary, the "Payee" of any Eligible Rollover Distribution may elect, at
the time and in the manner prescribed by the Plan Administrator,  to have all or
any portion of such  distribution  paid as a "Direct  Rollover"  to an "Eligible
Retirement Plan" specified by the Payee.

     For the purpose of this  Section  8.10,  the  following  definitions  shall
apply. The term "Eligible Rollover  Distribution" shall have the same meaning as
such term has under section  402(c)(4) of the Code and the  applicable  Treasury
regulations,  and, in general, shall mean any lump sum distribution of a benefit
under the Plan, other than the portion,  if any, of such  distribution  which is
required to be made under  section  401(a)(9)  of the Code.  The term  "Eligible
Retirement  Plan"  shall mean an  individual  retirement  account  described  in
section  408(a) of the Code,  an  individual  retirement  annuity  described  in
section 408(b) of the Code, a qualified annuity plan described in section 403(a)
of the Code, or a qualified  trust described in section 401(a) of the Code, that
will accept a Direct Rollover of the Payee's distribution. However, if the Payee
is the surviving spouse of a Member,  only an individual  retirement  account or
individual  retirement  annuity  described above shall be treated as an Eligible
Retirement  Plan.  The term  "Payee"  shall mean any person who is  entitled  to
receive a distribution from the Plan, and who is a Member,  the surviving spouse
of a Member,  or the  spouse or former  spouse of a Member  who is  entitled  to
receive the  distribution  as the  alternate  payee  under a qualified  domestic
relations  order,  as defined in section  414(p) of the Code.  The term  "Direct
Rollover"  shall  mean a direct  payment  of a  distribution  by the Plan to the
Eligible Retirement Plan specified by the Payee, made in accordance with section
401(a)(31) of the Code and the Treasury regulations and Internal Revenue Service
rulings and notices  thereunder,  and made in such manner as  prescribed  by the
Plan Administrator.

                                    ARTICLE 9
                          CERTAIN RIGHTS AND LIMITATIONS

     9.1 Benefits  Payable  Solely from Trust Fund.  All benefits  payable under
this Plan shall be paid or  provided  for  solely  from the Trust  Fund,  and no
Participating  Company in the Plan shall have any  liability  or  responsibility
therefor.

     9.2  Prohibition  against  Alienation  of Benefits.  Except  insofar as may
otherwise  be required  by law or pursuant to the terms of a Qualified  Domestic
Relations Order (as defined  below),  no benefit under the Plan shall be subject
in any manner to anticipation,  alienation, sale, transfer,  assignment, pledge,
encumbrance  or  charge,  and any  attempt  so to  anticipate,  alienate,  sell,
transfer,  assign, pledge,  encumber or charge the same shall be void; nor shall
any  such  benefit  be in any  manner  liable  for or  subject  to  garnishment,
attachment, execution or levy, or liable for or subject to the debts, contracts,
liabilities, engagements or torts of the person entitled to such benefit; and in
the event that the Plan Administrator shall find that any Former Member,  spouse
or Beneficiary  has become  bankrupt or has attempted to  anticipate,  alienate,
sell, transfer,  assign, pledge, encumber or charge any benefits under the Plan,
then payment of such benefit shall, in the discretion of the Plan Administrator,
cease and  terminate,  and in that  event the Plan  Administrator  shall hold or
apply  the  same to or for  the  benefit  of  such  Former  Member,  spouse,  or
Beneficiary or the children or other  dependents of the same, in such manner and
in such  proportions  as the Plan  Administrator  may deem proper,  and any such
application shall be a complete discharge of all liabilities of the Plan and the
Trustee  therefor.  For  purposes of this  Section  9.2, a  "Qualified  Domestic
Relations Order" means any judgment,  decree, or order (including  approval of a
property   settlement   agreement)   which  has  been  determined  by  the  Plan
Administrator,  in accordance  with  procedures  established  under the Plan, to
constitute a qualified  domestic  relations  order within the meaning of section
414(p)(1) of the Code.

     Notwithstanding  any provision of the Plan to the contrary,  the Plan shall
honor a judgment, order, decree or settlement providing for the offset of all or
part of a  Participant's  benefit under the Plan, to the extent  permitted under
Code  Section  401(a)(13)(C);  provided  that the  requirements  of Code Section
401(a)(13)(C)(iii)  relating to the protection of the  Participant's  spouse (if
any) are satisfied.

     9.3 Incompetency.  In the event that the Plan Administrator shall find that
a Member or other person  entitled to a benefit under the Plan is unable to care
for his affairs  because of illness or  accident  or because he is a minor,  the
Plan  Administrator  may direct that any benefit  payment due him,  unless claim
shall have been made therefor by a duly appointed  guardian,  committee or other
legal representative, be paid to a spouse, child, parent or other blood relative
of such person or to anyone  found by the Plan  Administrator  to have  incurred
expense for the support and maintenance of such person,  and any such payment so
made shall be a complete  discharge of all  liabilities  of the Plan and Trustee
therefor.

     9.4 No Right to Continued Employment. The establishment and continuation of
the Plan  shall not  confer  any legal  rights  upon any Member or any person to
continued  employment,  nor shall such  establishment or continuation  interfere
with the  rights of a  Participating  Company  to  discharge  any  Member and to
otherwise treat him without regard to the effect which such discharge might have
upon him as a Member.

     9.5  Payment  of Taxes.  The  Trustee  shall  have the right to deduct  and
withhold from any benefit which it is otherwise obligated to pay under Article 5
or Article 6 any amount which it may be required to deduct or withhold  pursuant
to any  applicable  statute,  law,  regulation  or  order  of  any  jurisdiction
whatsoever.  The Trustee  shall not be required to pay any benefit to the spouse
or Beneficiary of any deceased Member pursuant to Article 8 until such spouse or
Beneficiary  or the legal  representatives  of the  deceased  Member  shall have
furnished the Trustee with evidence  satisfactory  to the Trustee of the payment
or the provision for the payment of any estate,  transfer,  inheritance or death
taxes which may be payable with respect thereto.

     9.6 Merger or  Consolidations  with Other Plans. In the event that the Plan
is merged or  consolidated  with any other plan, or in the event of any transfer
of assets or  liabilities  of the Plan to any other plan, the benefit which each
Member  would be entitled to receive if the Plan  terminated  immediately  after
such merger,  consolidation  or transfer  shall be at least equal to the benefit
which he  would  have  been  entitled  to  receive  if the  Plan had  terminated
immediately before the merger, consolidation or transfer.

     Moreover, the Company reserves the right, in its capacity as sponsor of the
Plan, to direct that Members'  accrued  benefits  under the Plan be spun off and
transferred  to a  qualified  plan  maintained  by the buyer in any  transaction
involving the sale of assets of the Company,  an Affiliated Company, or the sale
of a subsidiary of the Company,  or an Affiliated  Company,  if such Members are
employed in the  subsidiary  that is being sold or in the  division or operating
unit from which the assets are being sold. If such transfer of Members'  accrued
benefits occurs, any Member who becomes employed by the buyer or an affiliate of
the  buyer  shall  not be  deemed  to  have  retired  or  otherwise  incurred  a
termination  of employment for purposes of Article 7 of the Plan, and any future
rights to  distributions  of  transferred  accrued  benefits shall be determined
solely under the term of the plan to which the accrued benefits are transferred.

     9.7  Purchase  of  Annuities.  The  Committee  is  authorized,  in its sole
discretion,  to direct the  Trustee to provide for the payment of any Pension or
other  benefit  under the Plan  through the  purchase of one or more  annuity or
other contracts from any established  legal reserve life insurance company doing
business in the State of New York.  The proceeds of any such  contract  shall be
paid  directly  to the  Member,  spouse or  Beneficiary  entitled  thereto.  The
ownership of the contract shall,  however,  be vested exclusively in the Trustee
who  shall  hold the same in trust for the  benefit  of the  designated  Member,
spouse or  Beneficiary  and the  Trustee  shall have the power to  exercise  all
rights, privileges and options contained therein and to agree with the insurance
company to any release, reduction, modification or amendment thereof.

     9.8 Periods of  Liquidity  Shortfall.  During any period for which the Plan
has a "liquidity shortfall",  as defined in sections 401(a)(32)(C) and 412(m)(5)
of the Code, the Plan shall not make the following  benefit  payments:  (a) with
respect to any benefit  payable  under the Plan for which the "annuity  starting
date",  as defined in Code section  417(f)(2),  occurs  during such period,  any
benefit  payment in excess of the monthly  amount of the payment of such benefit
that would  have been made if such  benefit  were  being paid as an  actuarially
equivalent  single life annuity (plus the monthly amount of any Social  Security
supplement  described in the last sentence of Code section  411(a)(9));  (b) any
payment out of the Trust Fund for the purchase of an irrevocable commitment from
an insurer to pay a benefit under the Plan; and (c) any other payment  specified
by  the   Secretary   of  the   Treasury  by   regulation   under  Code  section
401(a)(32)(B)(iii).

                                    ARTICLE 10
                                  CONTRIBUTIONS

     10.1 Manner of Funding.  The  benefits  provided by this Plan shall be paid
from the Trust Fund managed by the Trustee, to which the Participating Companies
shall contribute in accordance with the provisions of this Article 10. No Member
shall be required or permitted to make any contributions to the Trust Fund. Each
Participating  Company's  contribution  to the Trust Fund for each Plan Year (a)
shall be accrued during the taxable year of the Participating Company which ends
coincident with such Plan Year, (b) except to the extent that earlier payment is
required under Section 10.3, shall be paid by the  Participating  Company to the
Trustee not later than by the date it is required to file its Federal income tax
return for such taxable year or by the last day of any extension thereof and (c)
is conditioned on its deductibility for Federal income tax purposes.

     10.2  Nature  of  Obligation.  It is the  intention  of each  Participating
Company to continue the Plan  indefinitely  and to  contribute to the Trust Fund
over a period  of time  such  amounts  as are  sufficient  to  satisfy  the full
actuarially  computed cost of providing  the Pensions  payable under the Plan in
respect of the Members employed by the Participating  Company in accordance with
generally accepted actuarial principles adopted by the Committee with the advice
of  its   actuaries.   Nevertheless,   subject  to  Section  10.3  below,   each
Participating Company reserves the right to suspend such contributions from time
to time or to discontinue them altogether.

     10.3 Minimum  Funding  Standard.  During the  continuance of this Plan with
respect to a Participating  Company,  the  Participating  Company shall, at such
times  as  shall  be  prescribed  by  the   Investment   Committee,   make  such
contributions  to the  Plan as  shall be  required  to  satisfy  its  share,  as
determined by the Investment  Committee,  of the contributions  required to meet
the  minimum  funding  standards  prescribed  under  section  412 of  the  Code,
provided,  however,  that a  Participating  Company shall not  contribute to the
Trust Fund any amounts  which are or may not be  deductible  from  income  under
section 404(a) of the Code.

     10.4 Effect of Forfeitures. Any excess funds resulting from the termination
of any Member's  employment under  circumstances that do not entitle the Member,
or his  spouse or  Beneficiary,  to a Pension or other  benefit  under the Plan,
shall not be applied  to  increase  the  benefits  payable to any other  Member,
spouse or  Beneficiary,  but shall  remain in the Trust  Fund and shall have the
effect of reducing the amount of any subsequent contributions to be made by each
Participating Company by which such Member was employed.

     10.5  Non-Diversion.  Prior to the  satisfaction  of all  liabilities  with
respect to Members and their spouses and Beneficiaries  under the Plan, it shall
be  impossible at any time for any part of the Trust Fund to be used or diverted
to purposes other than the exclusive  purposes of providing  benefits to Members
and their spouses and Beneficiaries,  and paying the reasonable  expenses of the
Plan and the Trust as determined by the Investment  Committee,  except under the
following circumstances:

          (a) In the case of a  contribution  which  is made by a  Participating
     Company  by  mistake  of  fact,  such  contribution  shall  revert  to  the
     Participating   Company   within  one  year   after  the   payment  of  the
     contribution.

          (b) Each  contribution  which a Participating  Company makes under the
     Plan  is so  made  subject  to the  condition  that  such  contribution  is
     deductible  under section 404 of the Code. To the extent a deduction  under
     section 404 of the Code for a contribution  by a  Participating  Company to
     the  Plan  is   disallowed,   such   contribution   shall  revert  to  such
     Participating  Company  within  one  year  after  the  disallowance  of the
     deduction.

                                    ARTICLE 11
                            ADMINISTRATION OF THE PLAN

     11.1  Appointment of the Committee.  The Board of Directors shall appoint a
Committee, which shall consist of not less than three nor more than six officers
of the Company or any Participating  Companies, all to be appointed by the Board
of Directors and to serve at the pleasure of the Board of Directors. Any vacancy
in the Committee  arising by death,  resignation or otherwise shall be filled by
the Board of Directors.

     11.2 Duties and Powers of Committee. The Committee shall be responsible for
the control and management of the operation and  administration  of the Plan and
the proper  execution of its provisions,  except as to those powers,  duties and
responsibilities  hereinafter assigned to the Plan Administrator,  and except as
to those  powers and  responsibilities  hereinafter  reserved  or granted to the
Investment  Committee,  the Trustee or to the Board of Directors.  The Committee
shall be a "named fiduciary" of the Plan within the meaning of section 402(a) of
ERISA.

     The  Committee  shall  appoint  a  person  or  persons  to  serve  as  Plan
Administrator  in  accordance  with Section 11.9 below,  and shall  periodically
review  the  performance  of  any  such  persons.   It  shall  also  (a)  settle
periodically  the  accounts of the  Trustee;  (b) perform  such other duties and
responsibilities  as are specifically  assigned to the Committee under the Plan;
and (c) retain such counsel and employ such accounting,  actuarial, clerical and
other such  assistants  as in its judgment may from time to time be required for
the proper  performance  of its duties and the duties of the plan  Administrator
hereunder.

     11.3  Appointment  of Investment  Committee.  The Board of Directors  shall
appoint an Investment  Committee,  which shall consist of not less than five nor
more than seven officers of the Company or any Participating  Companies,  all to
be appointed by the Board of Directors and to serve at the pleasure of the Board
of  Directors.  Any  vacancy  in the  Investment  Committee  arising  by  death,
resignation or otherwise shall be filled by the Board of Directors.

     11.4 Conduct of Affairs of Investment  Committee.  The Investment Committee
shall hold such  meetings  upon such  notice at such place or places and at such
times as it may from time to time deem appropriate. The Investment Committee may
act by a majority of its members in office from time to time. The action of such
majority  may be taken at a meeting of the  Investment  Committee or pursuant to
written consent of such majority without a meeting. The Board of Directors shall
appoint  one of the  Investment  Committee  members  to act as  Chairman,  and a
different person, who may but need not be a member of the Investment  Committee,
shall be appointed by the Board of Directors,  or may be elected or appointed by
the Investment Committee,  to act as Secretary. It may authorize any one or more
of its members to execute and deliver any documents on behalf of the  Investment
Committee.

     11.5 Duties and Powers of Investment  Committee.  The Investment  Committee
shall  establish  for the Plan a funding  policy,  within the meaning of section
402(b)(1) of ERISA, and shall communicate the same to the Trustee. It shall also
(a) review and suggest  revisions from time to time to the actuarial  tables and
rates of  interest  to be used in all  actuarial  calculations  which are or may
hereafter be required in connection with the Plan; (b) perform such other duties
and responsibilities as are assigned to the Investment Committee under the Plan:
and (c) retain such counsel and investment  advisers and employ such accounting,
actuarial,  clerical and other such  assistants as in its judgment may from time
to time be required for the proper performance of its duties.

     11.6 Reports to Company.  Within a reasonable  time after the close of each
Plan Year, the Investment Committee shall prepare a report showing in reasonable
detail the assets of the Plan held by the  Trustee  and the  liabilities  of the
Plan and giving a brief  account of the operation of the Plan for the prior Plan
Year, which report shall be submitted to the Board of Directors and the Board of
Directors of each Participating Company.

     11.7  Conduct  of  Affairs  of  Committee.  The  Committee  shall hold such
meetings  upon such  notice at such  place or places and at such times as it may
from time to time deem  appropriate.  The Committee may act by a majority of its
members in office from time to time. The action of such majority may be taken at
a meeting of the  Committee  or  pursuant  to written  consent of such  majority
without a meeting.  The Board of Directors  shall  appoint one of the  Committee
members to act as Chairman,  and a different  person,  who may but need not be a
member of the Committee, shall be appointed by the Board of Directors, or may be
elected or appointed by the Committee, to act as Secretary. It may authorize any
one or more of its members to execute and deliver any documents on behalf of the
Committee.

     11.8 Actuarial Valuations.  As an aid to the Investment Committee in fixing
the rates of contributions payable under the Plan, the actuary designated by the
Investment  Committee shall make annual  actuarial  valuations of the assets and
liabilities of the Plan, and shall submit to the Investment  Committee the rates
of  contribution  which he recommends  for use. The Investment  Committee  shall
maintain  accounts  showing the financial  status of the Plan, and shall keep in
convenient  form such data as may be necessary for  actuarial  valuations of the
Plan.

     11.9 Appointment of the Plan  Administrator.  The Committee shall appoint a
person or persons to serve as Plan Administrator.  The Committee shall determine
the number of persons who shall serve as Plan  Administrator,  and it may remove
and replace any persons it has appointed to so serve in its sole discretion.

     11.10 Duties and Powers of the Plan  Administrator.  The Plan Administrator
shall have the powers,  duties and responsibilities set forth below with respect
to the Plan. The Plan Administrator shall be deemed to be the "administrator" of
the Plan for purposes of section  3(16)(A) of ERISA,  and is also designated the
"plan  administrator"  of the Plan within the  meaning of section  414(g) of the
Code.

     The Plan  Administrator  shall be responsible,  and have full discretionary
authority,  for  the  construction  of the  Plan  and the  determination  of all
questions arising hereunder,  including, without limitation,  questions of fact.
It shall maintain all necessary books of accounts and records. In furtherance of
the  foregoing,   the  Plan   Administrator   shall  have  the  sole  power  and
responsibility:

          (a) to  interpret  the  provisions  of the  Plan  (including,  without
     limitation,  by supplying  omissions from,  correcting  deficiencies in, or
     resolving inconsistencies or ambiguities in, the language of the Plan),

          (b) to establish,  interpret,  enforce,  amend and revoke from time to
     time such rules and regulations for the  administration of the Plan and the
     conduct of its business as it deems  appropriate,  provided  such rules and
     regulations are uniformly applicable to all persons similarly situated,

          (c) to determine  the  eligibility  of persons for  membership  in the
     Plan, and to effect the retirement of Members,

          (d) to receive  elections  by Members as to optional  forms of benefit
     payments,

          (e) to determine the entitlement of Members,  Former Members and their
     spouses and their  Beneficiaries  to benefits under the Plan and the amount
     of such benefits  (including,  to the extent necessary,  making any factual
     findings  with  respect  thereto),  and,  in  accordance  with  the  claims
     procedure  set forth in Section  11.15,  to decide any  disputes  which may
     arise  relative to the rights of the  Members,  Former  Members,  and their
     spouses and Beneficiaries, with respect to such benefits,

          (f) to direct the  Trustee  to pay out of the Trust  Fund all  amounts
     which are payable  hereunder to Members,  Former Members or their surviving
     spouses or Beneficiaries,

          (g) to  keep  all  appropriate  records  and  data  pertaining  to the
     interests  of  the   Members,   Former   Members  and  their   spouses  and
     Beneficiaries in the Plan,

          (h) to  file  all  such  reports  with  the  appropriate  governmental
     departments  and agencies and to disclose such  information to the Members,
     Former Members and their spouses and Beneficiaries with respect to the Plan
     as may be required  under the  provisions of the Code and ERISA as the same
     may apply to plan administrators, and

          (i)  to  perform  such  other  duties  and   responsibilities  as  are
     specifically assigned to the Plan Administrator under the Plan.

Any action which the Plan Administrator is required or authorized to take shall,
to the extent  permitted by  applicable  law, be final and binding upon each and
every person who is or may become interested in the Plan or Trust Fund.

     11.11 Delegation of Responsibilities  by the Plan  Administrator.  The Plan
Administrator may delegate the following duties and  responsibilities  to one or
more Employees:

          (a)  application  of Plan  provisions  to  determine  eligibility  for
     membership or benefits,

          (b) preparation and distribution of communications to Members,  Former
     Members and their spouses and Beneficiaries,

          (c) maintenance of compensation and employment records,

          (d) preparation of reports and  applications  required by governmental
     agencies,

          (e) calculations of service, compensation, credit and benefits,

          (f) orientation of new Members,  advising Members,  Former Members and
     their spouses and  Beneficiaries of their rights and options under the Plan
     and  monitoring  completion of  application,  election and benefit forms by
     Members, Former Members and their spouses and Beneficiaries,

          (g) monitoring  collection of contributions and proper  application of
     the contributions to effectuate the purposes of the Plan,

          (h) preparation of reports concerning benefits,

          (i) initial processing of claims,

          (j) making  recommendations  to the Plan Administrator with respect to
     the merits of claims and the administration of the Plan, and

          (k) any  other  of its  duties  or  responsibilities  which  the  Plan
     Administrator  determines are  administrative  or ministerial in nature and
     are designed to  implement a policy,  interpretation,  system,  practice or
     procedure established by the Plan Administrator.

If any duties or responsibilities are delegated to any Employee pursuant to this
Section 11.11, the Plan Administrator  shall periodically review the performance
of such Employee.  Depending upon the  circumstances,  this  requirement  may be
satisfied by a formal review by the Plan  Administrator at such time or times as
the Plan  Administrator  in its  discretion may  determine,  through  day-to-day
contact and  evaluation or in any other manner  determined to be  appropriate by
the Plan Administrator.

     11.12 Conduct of Affairs of the Plan Administrator.  The Plan Administrator
shall meet periodically at such place or places and at such times as it may from
time to time deem appropriate.  The Plan  Administrator may act by a majority of
the persons serving as Plan  Administrator from time to time. The action of such
majority  may be taken at a meeting of the Plan  Administrator  or  pursuant  to
written consent of such majority without a meeting.  It shall elect from time to
time one of the persons serving as Plan  Administrator  to act as Chairman and a
different   person,   who  may  but  need  not  be  a  person  serving  as  Plan
Administrator,  to act as  Secretary.  It may  authorize  any one or more of the
persons  serving as Plan  Administrator  to execute and deliver any documents on
behalf of the Plan Administrator.

     11.13 Expenses and Liability.  Expenses  incurred in the  administration of
the Plan and Trust Fund,  including  fees for legal,  accounting  and  actuarial
services,  all  taxes  levied  or  assessed  against  the Plan and  Trust  Fund,
insurance premiums payable to the Pension Benefit Guaranty  Corporation and such
other expenses  incurred in the  administration of the plan and Trust Fund shall
be paid from the Trust Fund,  unless  paid by the Company or by a  Participating
Company.  The members of the Committee  and the  Investment  Committee,  and the
persons  serving as Plan  Administrator,  shall serve without  compensation  for
their  services as such, but shall be reimbursed by the Company for any expenses
they may  individually or collectively  incur in the performance of their duties
hereunder.  No bond or other  security  shall be  required  of any member of the
Committee  or  Investment   Committee,   or  of  any  person   serving  as  Plan
Administrator,  unless such member or person handles the funds or other property
of the Plan or trust established hereunder as provided in section 412 of ERISA.

     The Committee,  the Investment  Committee and every member thereof, and the
Plan  Administrator and all persons serving as such, shall perform its and their
duties with respect to the Plan solely in the  interest of the  Members,  Former
Members,  their spouses and Beneficiaries for the exclusive purpose of providing
benefits  under the Plan to the same and  defraying the  reasonable  expenses of
administering the Plan, with the care,  skill,  prudence and diligence under the
circumstances  then  prevailing  that prudent men acting in a like  capacity and
familiar  with such matters  would use in the conduct of an enterprise of a like
character  and with like aims,  and in  accordance  with the  provisions of this
Plan.  No member of the  Committee or the  Investment  Committee,  and no person
serving as Plan  Administrator,  shall be personally liable for anything done or
omitted to be done by him unless it shall have been  judicially  determined that
such member or person  failed to perform his duties under the Plan in the manner
described herein above.

     No member of the  Committee  or the  Investment  Committee,,  and no person
serving  as  Plan  Administrator,  shall  be  personally  liable  for any act or
omission of any other individual that constitutes a breach of such  individual's
duties  hereunder  unless it shall  have been  judicially  determined  that such
member or person  (a)  knowingly  participated  in, or  knowingly  undertook  to
conceal, such act or omission, knowing such act or omission constituted a breach
of such individual's  duties  hereunder,  (b) enabled such act or omission to be
committed  by failing to exercise  the above  described  degree of care,  skill,
prudence and diligence,  or (c) had knowledge of such act or omission and failed
to take reasonable efforts under the circumstances to remedy the breach.

     No member of the  Committee  shall be liable for any act or omission of the
Committee, or of any other member thereof,  occurring before such member became,
or after such member ceased to be, a member of the  Committee.  No member of the
Investment  Committee  shall be liable for any act or omission of the Investment
Committee, or of any other member thereof occurring before such member became or
after such member ceased to be, a member of the Investment Committee.  No person
serving as Plan  Administrator  shall be liable for any act or  omission  of the
Plan  Administrator,  or of any  other  person  serving  as Plan  Administrator,
occurring  before such person began,  or after such person  ceased,  to serve as
Plan Administrator.

     No  member  of the  Committee  shall be  personally  liable  for any act or
omission of any person  appointed to serve as Plan  Administrator  in accordance
with Section 11.9 unless it shall have been  judicially  determined that (1) the
Committee failed to act with the above described degree of care, skill, prudence
and diligence in  appointing  such person to serve as Plan  Administrator  or in
continuing  such  appointment,  or  (2)  the  Committee  or any  member  thereof
knowingly  participated  in, or  knowingly  undertook  to  conceal,  such act or
omission  knowing  such act or  omission  constituted  a breach  of duty by such
person. No person serving as Plan  Administrator  shall be personally liable for
any act or  omission  of an  Employee  to whom  any duty or  responsibility  was
delegated by the Plan  Administrator  in accordance with Section 11.11 unless it
shall have been judicially  determined that (i) the Plan Administrator failed to
act with the above described  degree of care,  skill,  prudence and diligence in
selecting such Employee or in continuing  such  delegation to such Employee,  or
(ii) the Plan Administrator or any person serving as such knowingly participated
in, or knowingly undertook to conceal, such act or omission, knowing such act or
omission constituted a breach of the Employee's duties.

     11.14  Indemnification  of Committee and Investment  Committee  Members and
Persons  Serving as Plan  Administrator.  The Company may, to the maximum extent
permitted under  applicable law,  indemnify each member of the Committee and the
Investment  Committee,  and each person serving as Plan Administrator,  from and
against any and all claims,  actions,  demands,  losses,  damages,  expenses and
liabilities  arising  from any act or  omission  of such  member or person  with
respect to the performance of his duties  hereunder and for which such member or
person is not reimbursed or otherwise made whole under any contract or contracts
of insurance.  Such indemnification  shall include attorneys' fees and all other
costs and  expenses  reasonably  incurred by such member or person in defense of
any claim or action  brought or asserted  against  him arising  from such act or
omission.  Notwithstanding  the  foregoing,  the Company shall not indemnify any
member of the Committee or the  Investment  Committee,  or any person serving as
Plan  Administrator,  with  respect to any  claims,  actions,  demands,  losses,
damages,  expenses  and  liabilities  arising  from any act or  omission of such
member or person with respect to the performance of his duties hereunder if such
act or omission is deemed by the Company to constitute gross negligence, willful
misconduct,  criminal conduct or dealing with the Plan or the trust  established
hereunder for his own benefit or for his own account.

     11.15  Claims  Procedure.  A  Member,  Former  Member,  Member's  spouse or
Beneficiary may claim any benefits under this Plan which such person believes is
properly payable pursuant to the provisions of the Plan by filing an application
therefor.   Such  claim  shall  be  filed,  on  a  form  approved  by  the  Plan
Administrator, with the Company's Vice President, Personnel. A copy of the claim
shall promptly be transmitted  to the Secretary of the Plan  Administrator,  and
shall be considered by the Company's Vice President,  Personnel,  within 90 days
of the date on which he received the claim. If the claim is denied in full or in
part, the claimant  shall be given written  notice  setting  forth,  in a manner
calculated to be understood by the claimant,  (a) the specific reason or reasons
for such denial, (b) specific reference to the pertinent provision or provisions
of the  Plan  upon  which  such  denial  was  based,  (c) a  description  of any
additional  information,  documentation  or  other  material  necessary  for the
claimant to perfect  his claim and an  explanation  as to why such  information,
documentation  or material is required,  and (d) an explanation of the procedure
for obtaining a review of the denial of the claim.

     The claimant or his duly authorized  representative may request a review of
the denial of the claim by filing with the Secretary of the Plan Administrator a
written  request  for  review  within,  and only  within,  the period of 60 days
commencing  with the date the denial of the claim was received by the  claimant.
The claimant and his duly authorized  representative shall be given a reasonable
opportunity  to review the  documents of the Plan and trust  agreement  executed
thereunder  and to  submit  their  written  issues  and  comments  to  the  Plan
Administrator  at any  time  prior to the  expiration  of the  aforesaid  60 day
period.

     Within the period of 60 days starting on the date a request for review of a
denial of claim is received by the Plan  Administrator,  the Plan  Administrator
shall  consider  the  request  and post its final  decision  to the  claimant by
registered or certified  mail. In the event that the Plan  Administrator  in its
sole discretion determines that the case presents special circumstances, such as
the need for a  hearing,  requiring  an  extension  of time for  processing  the
request for review, the Plan Administrator shall notify the claimant in writing,
prior  to the end of the  initial  60 day  review  period,  of the need for such
extension,  and shall post its final  decision to the claimant by  registered or
certified  mail not later than 120 days after the date on which the  request for
review was received by the Plan  Administrator.  Such final decision shall be in
writing,  shall  be  written  in a manner  calculated  to be  understood  by the
claimant, and shall fully set forth the reason or reasons for the decision, with
specific  references  to the  pertinent  provisions  of the Plan upon  which the
decision was based.

     To the extent that a named  fiduciary,  as this term is defined under ERISA
Section 402(a)(2), is appointed to conduct the review procedure described above,
such named  fiduciary  shall have the same powers to interpret the Plan and make
factual  findings with respect thereto as are granted to the Plan  Administrator
under Article 11 hereof.

                                    ARTICLE 12
                            MANAGEMENT OF THE TRUST FUND

     12.1 The Trustee.  The Trust Fund shall be  administered  by United  States
Trust  Company of New York,  as Trustee,  under a trust  agreement,  and by such
additional  or successor  Trustee as may be designated by the Board of Directors
or pursuant to said trust agreement.

     12.2 The Trust  Agreement.  The Company  shall  establish a trust under the
Plan  pursuant  to which the assets of the Plan shall be held and  administered.
The terms and conditions of the trust agreement shall be determined by the Board
of  Directors  and may be  amended  by the same  from time to time  pursuant  to
Article 13, provided that at all times it must be impossible  under the terms of
said  agreement  for any part of the trust  corpus or income to be used for,  or
diverted  to,  purposes  other than for the  exclusive  benefit of the  Members,
Former  Members  and their  spouses  and  Beneficiaries  and for  defraying  the
reasonable  expenses of administering the Trust Fund. Said trust agreement shall
be deemed to form part of this Plan,  and any and all rights or  benefits  which
may inure to any  person  under  this Plan shall be subject to all the terms and
conditions of said agreement. The Trustee shall have the exclusive authority and
discretion to manage and control the assets of the trust,  and shall exercise in
its absolute and sole  discretion the powers and duties provided under the terms
of the trust agreement, including the power to invest and reinvest the principal
and  income of the  trust,  without  the prior  authorization  or consent of the
Committee,  the Investment Committee,  the Plan Administrator,  any court or any
other person or persons.

     12.3  Compensation  and Expenses.  The  compensation of the Trustee and all
expenses  incurred  in the  administration  of the  trust  shall  be paid by the
Participating Companies.

                                    ARTICLE 13
                          AMENDMENT AND TERMINATION

     13.1 Amendment of Plan and Trust. Subject to the provisions hereinafter set
forth,  the  Company  reserves  the  right at any time and from  time to time by
action of its Board of  Directors  to modify or amend in whole or in part any or
all of the provisions of this Plan and the trust agreement  executed pursuant to
Article 12 and  delegates to the  Committee the authority to modify or amend the
Plan where such modification or amendment is either (a) necessary or appropriate
to facilitate the  administration,  management and interpretation of the Plan or
to conform the Plan  thereto,  or (b)  necessary  or  appropriate  to qualify or
maintain  the Plan and Trust as a plan and trust  meeting  the  requirements  of
sections 401(a) and 501(a) of the Code,  respectively,  or any other  applicable
section  of law and  regulations,  provided  that,  in  either  case,  any  such
modification or amendment adopted by the Committee shall not materially increase
the cost to the Participating Companies of maintaining the Plan. Notwithstanding
the  previous  sentence,  if a change in control  occurs (as  defined in Section
13.2) the provisions in Section 13.2 relative to the disposition of any balances
remaining  in the Trust Fund and the  definition  of change in  control  therein
shall  not be  subject  to any  amendment,  change,  substitution,  deletion  or
revocation  (except as may be  necessary  pursuant to clause (b) of this Section
13.1) in any respect whatsoever.  No modification or amendment may be made which
by reason thereof shall (1) deprive any Former Member or other person  receiving
a Pension, without his consent, of any benefits under the Plan to which he would
otherwise be entitled,  or (2) adversely affect the right of any Member,  in the
event that the Plan is  terminated,  to participate in the assets of the Plan at
termination to the extent and in the manner provided in this Article without his
consent,  and provided  that no such  modification  or  amendment  shall make it
possible for any part of the assets of the Plan,  except amounts  resulting from
erroneous actuarial computations, to be used for, or diverted to, purposes other
than for the  exclusive  purposes  of  providing  benefits  to  Members,  Former
Members,  their spouses or Beneficiaries,  and paying the reasonable expenses of
the Plan and the Trust as determined by the Committee, prior to the satisfaction
of all liabilities with respect to such persons under the Plan.

     13.2 Termination of Plan. The Board of Directors may terminate the Plan for
any reason at any time  (subject to the  requirements  of section 4041 of ERISA)
and any  Participating  Company may withdraw from  participation in the Plan and
discontinue contributions under the Plan for any reason at any time. If the Plan
is  terminated,  the  Trust  Fund  shall be used for  defraying  the  reasonable
expenses of the Trust Fund and for the exclusive benefit of the Members,  Former
Members and their spouses and  Beneficiaries as of the date of such termination.
In the event of the complete or partial  termination  of the Plan, the rights of
all Members,  if the Plan is  completely  terminated,  and the rights of Members
affected  by a partial  termination,  if the Plan is  partially  terminated,  to
benefits accrued to the date of such termination or partial termination,  to the
extent then funded, shall be nonforfeitable,  and that portion of the Trust Fund
which is  attributable  to the  interests of such Members and their  spouses and
Beneficiaries,  as determined by the Committee  with the advice of the actuaries
of the Plan, shall be held for the benefit of such Members and shall be used for
the exclusive benefit of such Members, their spouses and Beneficiaries and shall
be applied in accordance with the provisions of this Article.

     A complete  termination of the Plan shall be made in accordance with either
the  requirements  and  procedures  for a  "standard  termination"  set forth in
section  4041(b) of ERISA or the  requirements  and  procedures  for a "distress
termination" set forth in section 4041(c) of ERISA.

     In the  event  of  the  complete  termination  of the  Plan,  all  expenses
attributable to the liquidation and distribution of the Trust Fund shall be paid
or provided  for out of the assets of the Trust  Fund.  After the payment or the
provision  for the payment of such  expenses has been  completed,  the remaining
assets of the Trust Fund (subject to the limitations  prescribed in Section 13.3
below, if applicable) shall be converted into cash and shall be allocated to and
among  and  paid  over  to  the  Members,  Former  Members,  their  spouses  and
Beneficiaries  in accordance with the  requirements of sections 4041 and 4044 of
ERISA and the regulations  thereunder in complete  discharge of all liability of
such Participating Company or Companies and the Trustee for the benefits payable
under this Plan.  After the complete  satisfaction  of all  liabilities  to such
Members, Former Members, their spouses and Beneficiaries, any balances remaining
in the Trust Fund because of erroneous actuarial  computations shall be returned
to the  Participating  Company  or  Companies  in  proportion  to  its or  their
aggregate contributions to the Trust Fund; provided,  however, that in the event
the Plan is  terminated  within four years  following a "change in control"  (as
such term is defined  below) any surplus  balances  remaining  in the Trust Fund
shall not be returned to the  Participating  Company or  Companies  but shall be
immediately  contributed  to the  United  States  Trust  Company of New York and
Affiliated Companies Executive  Compensation Trust to be used for the benefit of
employees participating in the Retirement Plan.

     For purpose of this Section 13.2 "change in control"  means that any of the
following  events has occurred after the "Closing  Date",  as defined in Section
1.2 of the Merger Agreement:

          (a)  twenty  percent  (20%)  or  more  of  the  common  shares  of the
     Corporation,  as hereinafter  defined,  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;

          (b) there has been a merger or equivalent  combination after which 49%
     or more of the voting stock of the surviving corporation is held by persons
     other than former shareholders of the Corporation; or

          (c)  twenty  percent  (20%)  or  more  of  the  directors  elected  by
     shareholders  to the Board of Directors of the  Corporation are persons who
     were not nominated by management in the most recent proxy  statement of the
     Corporation;

provided,  however,  that  notwithstanding  anything  herein to the  contrary no
change in control  shall be deemed to have occurred to the extent that the Board
of Directors  otherwise  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 common shares  acquired or directors  elected under clause (a) or
(c) of the  definition  of change in control  shall be at least  twenty  percent
(20%) but less than  twenty-five  percent (25%)).  For these purposes,  the term
"Corporation" shall mean U.S. Trust Corporation.

     In the event of a partial  termination of the Plan, the benefits payable to
or on behalf of all affected  Members  shall be computed and paid in  accordance
with the  provisions  of Articles 5, 6, 7 and 8, except  that,  if such  partial
termination is attributable to a withdrawal from  participation in the Plan by a
Participating  Company under  Section  14.2,  then the interests of the affected
Members employed by such Company, and their spouses and Beneficiaries,  shall be
provided for as described in Section 14.2.

     13.3  Special  Limitation  for Highly  Compensated  Employees.  The benefit
payable under the Plan to, or with respect to, any Highly Compensated  Employee,
or any Highly  Compensated  Former  Employee,  as such terms are  defined  under
section 414(q) of the Code and the regulations  thereunder (referred to below as
an "HCE"), shall be limited as set forth below:

          (a) Each Plan Year,  the benefit  payments  made under the Plan to, or
     with respect to, any HCE, if not being paid in the form of a straight  life
     annuity,  shall be  limited  to the  payments  that would be so made if the
     benefit was being paid as an actuarially  equivalent straight life annuity.
     However,  the  preceding  sentence  shall  not  apply in any Plan Year with
     respect to which at least one of the requirements set forth in Treas.  Reg.
     Sec. 1.401(a)(4)-5(b)(3)(iv) is satisfied.

          (b) The limitation in subsection (a) above shall not apply to, or with
     respect  to, an HCE for any Plan Year  during  which such HCE is not in the
     group consisting of the top 25 nonexcludable Employees and former Employees
     when  ranked  on the  basis of  compensation  for such Plan Year or for any
     prior Plan Year. The terms "nonexcludable" and "compensation"  appearing in
     the preceding sentence shall have the same meaning as such terms have under
     section 401(a)(4) of the Code and the Treasury regulations thereunder.

          (c) Upon the  termination of the Plan,  the benefit  payable under the
     Plan to, or with  respect to, any HCE shall be limited to a benefit that is
     not  discriminatory  under  section  401(a)(4) of the Code and the Treasury
     regulations thereunder.

                                    ARTICLE 14
                           OTHER PARTICIPATING COMPANIES

     14.1 Additional  Participating  Companies.  With the written consent of the
Committee,  any  Affiliated  Company  may  become  a  Participating  Company  by
delivering  to the  Committee  and the Trustee a certified  copy of a resolution
duly adopted by its board of directors to the effect that it (a) adopts the Plan
as then in effect and as it may  thereafter be amended by the Board of Directors
and (b) agrees to become a party to the trust  agreement  under which the assets
of the Plan are held in accordance  with Article 12. If any  Affiliated  Company
becomes a  Participating  Company  in  accordance  with the  provisions  of this
Section  14.1,  to  the  extent  determined  by the  Committee,  all  prior  and
contemporaneous  service performed as an Employee of such Participating  Company
shall be credited on a cumulative  basis for all  purposes of the Plan,  and the
prior service of a Member whose employment is transferred from one Participating
Company to another shall be credited for all purposes of the Plan.

     14.2 Withdrawal of Participating  Company. Any Participating Company, other
than the Company,  may withdraw  from  participation  in the Plan at any time by
delivering  to the  Committee  and the Trustee a certified  copy of a resolution
duly  adopted by its board of directors  terminating  its  participation  in the
Plan.  If the result of any  merger,  consolidation,  sale of property or stock,
separation,  reorganization or liquidation of any Participating  Company,  other
than the Company, is that such Participating  Company ceases to be an Affiliated
Company, such Company shall be treated as having withdrawn from participation in
the Plan.

     In the  event  of any  withdrawal  from  participation  in  the  Plan  by a
Participating  Company  hereunder,  the  Committee  shall  direct the Trustee to
segregate  and  hold in  further  trust  that  portion  of the  Trust  Fund,  as
determined by the Committee with the advice of the actuaries of the Plan,  which
is  attributable  to the interests in the Plan of the Members and Former Members
employed  by such  withdrawing  Participating  Company  and  their  spouses  and
Beneficiaries, subject to the following conditions:

          (a) If such withdrawing  Participating  Company elects to continue the
     Plan, as adopted by it, on an independent  basis,  then the Committee shall
     direct the Trustee to hold such  segregated  portion of the Trust Fund in a
     separate trust under the same terms and  conditions as the trust  agreement
     executed  pursuant  to Article  12. The Plan,  as then in effect,  shall be
     continued as a separate plan for the  exclusive  benefit of the Members and
     Former Members employed by such withdrawing Participating Company and their
     spouses and  Beneficiaries,  and the board of directors of such withdrawing
     Participating  Company  shall  succeed  to all the powers and duties of the
     Board of Directors, including the appointment of a Committee thereunder.

          (b) If the Plan, as adopted by such withdrawing Participating Company,
     is merged into, or consolidated  with,  another employee benefit plan which
     is qualified  under section 401(a) of the Code, the Committee  shall direct
     the Trustee to transfer the above described segregated portion of the Trust
     Fund, either in cash or kind, to the trust established or to be established
     under such plan,  and such  transfer  shall be a complete  discharge of the
     responsibility of the Trustee and the Committee therefor.

          (c) If the Plan, as adopted by such withdrawing Participating Company,
     is terminated,  then the above  described  segregated  portion of the Trust
     Fund shall be applied to the  benefit  of the  Members  and Former  Members
     employed by such  withdrawing  Participating  Company and their spouses and
     Beneficiaries in the manner prescribed in Sections 13.2 to 13.5.

     14.3 Successor Companies. Any corporation which succeeds to the business or
assets of the Company shall,  upon such succession and without any action by any
person, (a) be treated as having adopted this Plan and (b) have the same rights,
and have the same duties,  responsibilities and obligations, as are conferred or
assigned to the Company hereunder.  Any corporation which succeeds to all or any
part of the  business  or assets of any  Participating  Company,  other than the
Company,  may become a  participant  hereunder  only if it is  eligible to do so
under Section 14.1 and then only in the manner described therein.

                                    ARTICLE 15
                               TOP HEAVY PROVISIONS

     15.1 Top Heavy Plan Requirements.  If the Plan becomes a Top Heavy Plan for
any Plan Year, the following  provisions shall apply,  notwithstanding any other
provision of this Plan to the contrary:  the minimum vesting  requirement  under
Section 15.3,  the minimum  benefit  requirement  under  Section  15.4,  and the
limitation on compensation under Section 15.5.

     15.2  Determination  of Top Heavy Status.  The Plan's status as a Top Heavy
Plan shall be determined in accordance with the following rules and definitions:

          (a) The Plan shall be a "Top  Heavy  Plan" for any Plan Year in which,
     as of the Determination Date for that year, the sum of the Present Value of
     Accrued Benefits and the Aggregate Accounts of all Key Employees under this
     Plan and all other plans of an Aggregation  Group exceeds 60% of the sum of
     the Present Value of Accrued Benefits and the Aggregate Accounts of all Key
     and Non-Key Employees under this Plan and all such other plans.

          (b) The Plan  shall be a "Super  Top Heavy  Plan" for any Plan Year in
     which it would be treated as a Top Heavy Plan under subsection (a) if "90%"
     were substituted for "60%" therein.

          (c) The "Determination Date" for any Plan Year shall mean (1) the last
     day of the preceding  Plan Year, or (2) in the case of the first Plan Year,
     the last day of such Plan Year. When  aggregating  this Plan with any other
     plans, the Present Value of Accrued  Benefits and Aggregate  Accounts under
     such  other  plans  as of the  Determination  Date  in  question  shall  be
     calculated  as of the  determination  dates  (within the meaning of section
     416(g)(4)(C)  of the Code)  for  those  plans  that  fall  within  the same
     calendar year as the Determination Date in question.

          (d) "Aggregate Account" shall mean, with respect to each Employee, the
     value of all individual  accounts maintained on the Employee's behalf under
     a defined  contribution  plan  maintained  by the  Employer,  calculated in
     accordance with the requirements of Treas. Reg. Sec. 1.416-1, T-24.

          (e) "Present Value of Accrued Benefit" shall mean, in the case of this
     Plan or another  defined  benefit  plan  maintained  by the  Employer,  the
     present  value of an  Employee's  accrued  benefit  under this Plan or such
     other plan, as determined in  accordance  with the  requirements  of Treas.
     Reg. Sec. 1.416-1, T-25 to T-28 and as hereinafter provided.  The actuarial
     assumptions set forth in Section 2.17 shall be used in determining  benefit
     values for these purposes,  and the same actuarial  assumptions shall apply
     in  determining  benefit  values  under  this Plan and each  other  defined
     benefit plan taken into  consideration for top heavy purposes.  The Present
     Value of  Accrued  Benefit as of a  Determination  Date in the case of this
     Plan,  or as  of a  determination  date  (within  the  meaning  of  section
     416(g)(4)(C) of the Code) in the case of another plan,  shall be determined
     as of the most  recent  valuation  date for this Plan,  or such other plan,
     within  the  12  month  period   ending  on  the   Determination   Date  or
     determination  date, as  applicable.  Such valuation date shall be the same
     date used by this Plan, or such other plan,  for  computing  Plan costs for
     minimum funding,  regardless of whether a valuation is actually  performed.
     The Present Value of Accrued  Benefit shall be determined  for each Non-Key
     Employee under the uniform method of benefit  accrual used by all qualified
     defined benefit plans of the Employer,  or, if there is no such method,  as
     if benefits  accrued not more rapidly  than under the slowest  accrual rate
     permitted under section 411(b)(1)(C) of the Code.

          (f) "Aggregation Group" shall mean either a Required Aggregation Group
     or, if the Employer so elects, a Permissive Aggregation Group as determined
     below:

               (1) A "Required Aggregation Group" consists of (i) each qualified
          plan  maintained  by the  Employer in which,  during the 5 year period
          ending on the  Determination  Date, at least one  participant is a Key
          Employee,  and (ii) each other  qualified plan of the Employer  which,
          during the period  described in (i), enables any plan described in (i)
          to meet the requirements of section 401(a)(4) or 410 of the Code.

          Each plan in the Required  Aggregation Group shall be considered a Top
     Heavy Plan if the Required  Aggregation Group is a Top Heavy Group. No plan
     in the Required  Aggregation  Group will be  considered a Top Heavy Plan if
     the Required Aggregation Group is not a Top Heavy Group.

               (2) A "Permissive Aggregation Group" consists of (i) the Required
          Aggregation  Group  and (ii) any  other  qualified  plan the  Employer
          elects to include,  provided the  resulting  group,  taken as a whole,
          would continue to satisfy the provisions of sections 401(a)(4) and 410
          of the Code.

          In the case of a  Permissive  Aggregation  Group,  only a plan that is
     part of the Required Aggregation Group shall be considered a Top Heavy Plan
     if the Permissive  Aggregation  Group is a Top Heavy Group.  No plan in the
     Permissive  Aggregation  Group shall be  considered a Top Heavy Plan if the
     Permissive Aggregation Group is not a Top Heavy Group.

               (3) A plan  that has been  terminated  during  the 5 year  period
          ending  on the  Determination  Date for the  Plan  Year  shall  not be
          excluded  from  an   Aggregation   Group  solely  on  account  of  the
          termination.

          (g) "Top Heavy Group" means an Aggregation  Group in which,  as of the
     Determination Date, the sum of:

               (1) the Present Value of Accrued  Benefits of Key Employees under
          all defined benefit plans included in the group, and

               (2) the  Aggregate  Accounts of Key  Employees  under all defined
          contribution  plans included in the group exceeds 60% of a similar sum
          determined for all Key and Non-Key Employees.

          (h) For purposes of this Section  15.2,  the Present  Value of Accrued
     Benefits and/or  Aggregate  Accounts of any individual shall be disregarded
     if such  individual  (1) has not  performed  any  services for the Employer
     during  the 5 year  period  ending on the  Determination  Date for the Plan
     Year,  or (2) had been a Key  Employee  for any Plan Year but  subsequently
     became a Non-Key Employee for any Plan Year. Further,  the Present Value of
     Accrued  Benefit  and/or  Aggregate  Account of any Employee under any plan
     taken  into  account  for top  heavy  purposes  shall be  increased  by the
     aggregate  amount of  distributions  made with respect to such  Employee by
     such plan during the 5 year period ending on the Determination Date for the
     Plan Year.  Rollovers  shall be taken into account in computing the Present
     Value of Accrued Benefits and Aggregate  Accounts as required under section
     416(g)(4)(A) of the Code and the Treasury regulations thereunder.

          (i) For purposes of this Section  15.2,  wherever  required by section
     416  of  the  Code  and  the  Treasury  regulations  thereunder,  the  term
     "Employer" includes all entities aggregated with the Employer under section
     414(b), (c), (m) or (o) of the Code and the regulations thereunder.

     15.3 Minimum Vesting Requirement. Any Member who earns at least one Hour of
Service during a Top Heavy Plan Year, or during any Plan Year thereafter,  shall
have a nonforfeitable right to his Pension upon the completion of three Years of
Service.

     15.4 Minimum Benefit Requirement. If the Plan becomes a Top Heavy Plan, the
following minimum benefit requirement shall be met:

          (a) For any Plan Year which is or  follows a Top Heavy Plan Year,  the
     accrued benefit of each Non-Key  Employee who is a Member shall not be less
     than a minimum accrued benefit  determined  under section  416(c)(1) of the
     Code and the  Treasury  regulations  thereunder.  Generally,  such  minimum
     accrued  benefit  shall be derived from  Employer  contributions  and, when
     expressed as a straight  life annuity  which is payable  annually and which
     commences at the Non-Key  Employee's Normal Retirement Date, shall be equal
     to  the  product  of  (1)  the  Non-Key   Employee's   annual  Section  415
     Compensation  averaged over the consecutive  Plan Years (not exceeding five
     (5) years) which produce the highest  average and (2) the lesser of (i) two
     percent (2%)  multiplied by the number of the Non-Key  Employee's  Years of
     Service or (ii) 20%.

          (b) For  purposes of this  Section,  a Non-Key  Employee  who is not a
     Member solely because (1) his  Compensation or Section 415  Compensation is
     below a stated amount or (2) he was not employed on a specific date will be
     considered to be a Member.

          (c) For  purposes  of this  Section,  Years of Service and Section 415
     Compensation shall be disregarded to the maximum extent permitted by law.

          (d) If a  Non-Key  Employee  participates  in this  Plan and a defined
     contribution  plan included in a Required  Aggregation Group which is a Top
     Heavy  Group,  the minimum  benefit  requirement  shall be met by this Plan
     unless  an  amount  equal  to or  greater  than  the  minimum  contribution
     described in Treas.  Reg. Sec.  1.416-1,  Section M-12 has been contributed
     for such Non-Key Employee under said defined contribution plan.

          (e) In applying the limitation described in section 415(e) of the Code
     to the Plan, in each Super Top Heavy Plan Year beginning  before January 1,
     2000,   "1.0"  shall  be  substituted  for  "1.25"  in  applying   sections
     415(e)(2)(B) and 415(e)(3)(B) of the Code.  Further, in each Top Heavy Plan
     Year,  "1.0" shall be  substituted  for "1.25" as provided in the preceding
     sentence unless benefits or contributions at least equal to those described
     in Treas.  Reg.  Sec.  1.416-1,  Section  M-14 are provided for the Non-Key
     Employee by this Plan or by any defined contribution plan which is included
     with this Plan in a Required Aggregation Group which is a Top Heavy Group.

     15.5 Limitation on Compensation and Section 415 Compensation.  For each Top
Heavy Plan Year beginning  before January 1, 1989,  Compensation and Section 415
Compensation in excess of $200,000 shall be disregarded.  In addition,  for each
Plan Year,  Section 415 Compensation  shall be subject to the section 401(a)(17)
limitation described in Section 2.10.

     15.6 Other  Definitions.  As used in this  Article 15 the  following  terms
shall have the following meanings:

          (a) "Key  Employee"  shall mean an Employee  treated as a key employee
     under section 416(i) of the Code and the Treasury regulations thereunder.

          (b)  "Non-Key  Employee"  shall  mean  any  Employee  who is not a Key
     Employee.

          (c) "Section 415  Compensation"  shall mean compensation as defined in
     section 415(c)(3) of the Code and Treas. Reg. Sec. 1.415-2(d)(1),  (2), (3)
     and (4).

          (d) "Top Heavy  Plan Year"  shall mean any Plan Year in which the Plan
     is Top Heavy under Section 15.2(a).

          (e) "Super Top Heavy Plan Year"  shall mean any Plan Year in which the
     Plan is Top Heavy under Section 15.2(b).

     15.7  Applicability.  In the event that Congress should provide by statute,
or the Treasury  Department or the Internal  Revenue  Service  should provide by
regulation  or  ruling,  that  the  provisions  of this  Article  are no  longer
necessary to meet the qualification  requirements of section 401(a) of the Code,
this Article shall become void, and shall no longer apply, without the necessity
of any amendment to the Plan.

                                    ARTICLE 16
                                   CONSTRUCTION

     16.1 Plan  Intended  to Qualify.  The Plan,  as amended  and  restated,  is
intended   to   continue  to  qualify   under   section   401(a)  of  the  Code.
Notwithstanding  Section 13.1,  the Company  reserves the right to further amend
the Plan by action of the Board of Directors, retroactively if necessary, to the
extent  necessary to retain such  qualified  status without regard to the effect
such amendment may have upon the vested interest of any Member.

     16.2  Governing  Law.  The  Plan  shall be  governed  by and  construed  in
accordance  with the  provisions  of ERISA and,  to the extent that ERISA is not
applicable, with the laws of the State of New York.

     16.3 Words and  Headings.  As used herein,  the  masculine  gender shall be
deemed to refer to the  feminine,  and the  singular  person  shall be deemed to
refer to the plural, wherever appropriate.  The subject headings and subheadings
appearing in the Plan are inserted for  convenience  and reference  only, and in
the event of any conflict  between the text of any provision of the Plan and the
heading thereof, the text shall control.

     Executed this 7th day of November,  2001, but effective as provided
                   --------------------------
herein.


                                    U.S. TRUST CORPORATION



                                    By:       /s/ John Kirby
                                           ------------------------

                                    Title: Executive Vice President
                                           ------------------------


<PAGE>



                                     B-1
                                APPENDIX A

             U.S. TRUST CORPORATION EMPLOYEES' RETIREMENT PLAN


             REDUCTION FACTORS FOR JOINT AND SURVIVOR OPTIONS

                 DESCRIPTION OF JOINT AND SURVIVOR FACTORS


If a member  elects a Joint and 100%  Survivor  Pension,  the pension  otherwise
payable as a life annuity will be multiplied by a factor of .840.  The reduction
factor will increase  (decrease) for each year that the Beneficiary is older (or
younger) than the Annuitant.  For each of the first 10 years of age  difference,
the factor will change by .007. For each of the next 10 years of age difference,
the factor  will  change by .003.  For any years in excess of 30 the factor will
change by .001 for each such year. In no event may the factor exceed .980.

If a member  elects a Joint and 75%  Survivor  Pension,  the  pension  otherwise
payable as a life annuity will be multiplied by a factor of .875.  The reduction
factor will increase  (decrease) for each year that the Beneficiary is older (or
younger) than the Annuitant.  For each of the first 10 years of age  difference,
the  factor  will  change  by  .0055.  For  each  of the  next 10  years  of age
difference, the factor will change by .004. For each of the next 10 years of age
difference,  the factor will  change by .003.  For any years in excess of 30 the
factor will change by .001 for each such year. In no event may the factor exceed
 .980.

If a member  elects a Joint and 66?%  Survivor  Pension,  the pension  otherwise
payable as a life annuity will be multiplied by a factor of .885.  The reduction
factor will increase  (decrease) for each year that the Beneficiary is older (or
younger) than the Annuitant.  For each of the first 10 years of age  difference,
the factor will change by .005. For each of the next 10 years of age difference,
the factor will change by .004. For each of the next 10 years of age difference,
the factor  will  change by .003.  For any years in excess of 30 the factor will
change by .001 for each such year. In no event may the factor exceed .980.

If a member  elects a Joint and 50%  Survivor  Pension,  the  pension  otherwise
payable as a life annuity will be multiplied by a factor of .910.  The reduction
factor will increase  (decrease) for each year that the Beneficiary is older (or
younger) than the Annuitant.  For each of the first 10 years of age  difference,
the factor will change by .004. For each of the next 10 years of age difference,
the factor will change by .003. For each of the next 10 years of age difference,
the factor  will  change by .002.  For any years in excess of 30 the factor will
change by .001 for each such year. In no event may the factor exceed .980.



<PAGE>



                                       B-2
                REDUCTION FACTORS FOR JOINT AND SURVIVOR OPTIONS

Number of Years the
Beneficiary is
Younger than the
Member
                 100%               75%                 66-2/3%            50%
--------------------------------------------------------------------------------
  0             .8400              .8750               .8850              .9100
  1             .8330              .8695               .8800              .9060
  2             .8260              .8640               .8750              .9020
  3             .8190              .8585               .8700              .8980
  4             .8120              .8530               .8650              .8940
  5             .8050              .8475               .8600              .8900
  6             .7980              .8420               .8550              .8860
  7             .7910              .8365               .8500              .8820
  8             .7840              .8310               .8450              .8780
  9             .7770              .8255               .8400              .8740
  10            .7700              .8200               .8350              .8700
  11            .7650              .8160               .8310              .8670
  12            .7600              .8120               .8270              .8640
  13            .7550              .8080               .8230              .8610
  14            .7500              .8040               .8190              .8580
  15            .7450              .8000               .8150              .8550
  16            .7400              .7960               .8110              .8520
  17            .7350              .7920               .8070              .8490
  18            .7300              .7880               .8030              .8460
  19            .7250              .7840               .7990              .8430
  20            .7200              .7800               .7950              .8400
  21            .7170              .7770               .7920              .8380
  22            .7140              .7740               .7890              .8360
  23            .7110              .7710               .7860              .8340
  24            .7080              .7680               .7830              .8320
  25            .7050              .7650               .7800              .8300
  26            .7020              .7620               .7770              .8280
  27            .6990              .7590               .7740              .8260
  28            .6960              .7560               .7710              .8240
  29            .6930              .7530               .7680              .8220
  30            .6900              .7500               .7650              .8200
  31            .6890              .7490               .7640              .8190
  32            .6880              .7480               .7630              .8180
  33            .6870              .7470               .7620              .8170
  34            .6860              .7460               .7610              .8160
  35            .6850              .7450               .7600              .8150
  36            .6840              .7440               .7590              .8140
  37            .6830              .7430               .7580              .8130
  38            .6820              .7420               .7570              .8120
  39            .6810              .7410               .7560              .8110
  40            .6800              .7400               .7550              .8100


<PAGE>



                                       B-3
                 REDUCTION FACTORS FOR JOINT AND SURVIVOR OPTIONS


Number of Years The
Beneficiary is
Older than the
Member
               100%               75%                66-2/3%             50%
--------------------------------------------------------------------------------
0             .8400              .8750               .8850              .9100
1             .8470              .8805               .8900              .9140
2             .8540              .8860               .8950              .9180
3             .8610              .8915               .9000              .9220
4             .8680              .8970               .9050              .9260
5             .8750              .9025               .9100              .9300
6             .8820              .9080               .9150              .9340
7             .8890              .9135               .9200              .9380
8             .8960              .9190               .9250              .9420
9             .9030              .9245               .9300              .9460
10            .9100              .9300               .9350              .9500
11            .9150              .9340               .9390              .9530
12            .9200              .9380               .9430              .9560
13            .9250              .9420               .9470              .9590
14            .9300              .9460               .9510              .9620
15            .9350              .9500               .9550              .9650
16            .9400              .9540               .9590              .9680
17            .9450              .9580               .9630              .9710
18            .9500              .9620               .9670              .9740
19            .9550              .9660               .9710              .9770
20            .9600              .9700               .9750              .9800
21            .9630              .9730               .9780              .9800
22            .9660              .9760               .9800              .9800
23            .9690              .9790               .9800              .9800
24            .9720              .9800               .9800              .9800
25            .9750              .9800               .9800              .9800
26            .9780              .9800               .9800              .9800
27            .9800              .9800               .9800              .9800
28            .9800              .9800               .9800              .9800
29            .9800              .9800               .9800              .9800
30            .9800              .9800               .9800              .9800




<PAGE>



                                       B-4
                REDUCTION FACTORS FOR CONVERTING A LIFE PENSION
                         TO A CERTAIN AND LIFE PENSION


       5 Year Certain    10 Year              5 Year Certain       10 Year
          and Life     Certain and               and Life        Certain and
Age                       Life         Age                          Life
--------------------------------------------------------------------------------

49          .996          .988          68         .969             .890
50          .995          .985          69         .967             .880
51          .994          .982          70         .965             .870
52          .993          .979          71         .960             .855
53          .992          .976          72         .955             .840
54          .991          .973          73         .950             .825
55          .990          .970          74         .945             .810
56          .989          .965          75         .940             .795
57          .988          .960          76         .930             .775
58          .987          .955          77         .920             .755
59          .986          .950          78         .910             .735
60          .985          .945          79         .900             .715
61          .983          .940          80         .890             .695
62          .981          .935          81         .875             .673
63          .979          .930          82         .860             .651
64          .977          .925          83         .845             .629
65          .975          .920          84         .830             .607
66          .973          .910          85         .815             .585
67          .971          .900


Description of Factors:

     If a member  elects  the 5 year  certain  and life  pension  at age 65, the
amount  otherwise  payable as a life pension will be  multiplied  by a factor of
 .975. The reduction  factor will increase  (decrease) by .002 for each year that
the member is between age 60 and 65 (or 65 and 70) and increase by an additional
 .001 for each year prior to age 60. The factor will be further reduced after age
70 as  follows:  .005 for each year from 70 to 75, .010 for each year from 75 to
80, and .015 for each year after 80. The factor may not exceed 1.000.

     If a member  elects  the 10 year  certain  and life  pension at age 65, the
amount  otherwise  payable as a life pension will be  multiplied  by a factor of
 .920.  The reduction  factor will  increase by .005  (decrease by .010) for each
year that the member is between age 55 and 65 (or 65 and 70) and  increase by an
additional  .003 for each  year  prior to age 55.  The  factor  will be  further
reduced after age 70 as follows: .015 for each year from 70 to 75, .020 for each
year from 75 to 80,  and .022 for each year  after 80. The factor may not exceed
1.000.



<PAGE>



                                      B-5
         FACTORS TO BE APPLIED TO THE ESTIMATED SOCIAL SECURITY BENEFIT
           PAYABLE AT AGE 62 TO DETERMINE EQUIVALENT TEMPORARY ANNUITY
           PAYABLE FROM THE PLAN FROM EARLY RETIREMENT DATE TO AGE 62



<TABLE>
 Years Benefit                                                          Months
 Commences
 before age 62     0        1       2        3        4          5          6         7          8         9          10       11
 -----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>      <C>       <C>      <C>     <C>        <C>        <C>       <C>       <C>        <C>       <C>      <C>
  0             1.0000   .9925     .9850    .9775   .9700      .9625      .9550     .9475     .9400      .9325     .9250    .9175
  1              .9100   .9025     .8950    .8875   .8800      .8725      .8650     .8575     .8500      .8425     .8350    .8275
  2              .8200   .8150     .8100    .8050   .8000      .7950      .7900     .7850     .7800      .7750     .7700    .7650
  3              .7600   .7550     .7500    .7450   .7400      .7350      .7300     .7250     .7200      .7150     .7100    .7050
  4              .7000   .6950     .6900    .6850   .6800      .6750      .6700     .6650     .6600      .6550     .6500    .6450
  5              .6400   .6350     .6300    .6250   .6200      .6150      .6100     .6050     .6000      .5950     .5900    .5850
  6              .5800   .5750     .5700    .5650   .5600      .5550      .5500     .5450     .5400      .5350     .5300    .5250
  7              .5200   .5167     .5133    .5100   .5067      .5033      .5000     .4967     .4933      .4900     .4867    .4834
  8              .4800   .4767     .4733    .4700   .4667      .4633      .4600     .4567     .4533      .4500     .4467    .4434
  9              .4400   .4367     .4333    .4300   .4267      .4233      .4200     .4167     .4133      .4100     .4067    .4035
  10             .4000   .3967     .3933    .3900   .3867      .3833      .3800     .3767     .3733      .3700     .3667    .3635
  11             .3600   .3567     .3533    .3500   .3467      .3433      .3400     .3367     .3333      .3300     .3267    .3235
  12             .3200

</TABLE>
<PAGE>
<TABLE>
                                                        B-6
                                        FACTORS TO BE APPLIED TO THE ACCRUED PENSION PAYABLE
                                        AT NORMAL RETIREMENT TO DETERMINE AMOUNT OF DEFERRED
                                  VESTED PENSION BENEFIT PAYABLE BEFORE NORMAL RETIREMENT DATE




Years Benefit                                                       Months
Commences
before Normal
Retirement Date    0         1         2        3        4          5         6        7          8          9         10        11
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>       <C>       <C>     <C>       <C>       <C>       <C>       <C>        <C>        <C>       <C>      <C>
        0        1.0000    .9933     .9867   .9800     .9733     .9667     .9600     .9533      .9467      .9400     .9333    .9267
        1        .9200     .9133     .9067   .9000     .8933     .8867     .8800     .8733      .8667      .8600     .8533    .8467
        2        .8400     .8333     .8267   .8200     .8133     .8067     .8000     .7933      .7867      .7800     .7733    .7667
        3        .7600     .7533     .7467   .7400     .7333     .7267     .7200     .7133      .7067      .7000     .6933    .6867
        4        .6800     .6733     .6667   .6600     .6533     .6467     .6400     .6333      .6267      .6200     .6133    .6067
        5        .6000     .5967     .5933   .5900     .5867     .5833     .5800     .5767      .5733      .5700     .5667    .5633
        6        .5600     .5567     .5533   .5500     .5467     .5433     .5400     .5367      .5333      .5300     .5267    .5233
        7        .5200     .5167     .5133   .5100     .5067     .5033     .5000     .4967      .4933      .4900     .4867    .4833
        8        .4800     .4767     .4733   .4700     .4667     .4633     .4600     .4567      .4533      .4500     .4467    .4433
        9        .4400     .4367     .4333   .4300     .4267     .4233     .4200     .4167      .4133      .4100     .4067    .4033
       10        .4000



</TABLE>
<PAGE>



                                       B-7
               U.S. Trust Corporation Employees' Retirement Plan
   Extended Early Retirement Reduction Factors For Terminated Vested Members



  Age               Factor                              Age              Factor
   20               0.0232                               38              0.0866
   21               0.0249                               39              0.0935
   22               0.0268                               40              0.1010
   23               0.0287                               41              0.1092
   24               0.0309                               42              0.1182
   25               0.0332                               43              0.1280
   26               0.0356                               44              0.1386
   27               0.0383                               45              0.1503
   28               0.0412                               46              0.1631
   29               0.0443                               47              0.1772
   30               0.0476                               48              0.1927
   31               0.0513                               49              0.2097
   32               0.0552                               50              0.2285
   33               0.0594                               51              0.2492
   34               0.0640                               52              0.2722
   35               0.0690                               53              0.2977
   36               0.0744                               54              0.3260
   37               0.0802                               55              0.4000


<PAGE>



                                      C-1
                                 APPENDIX B


              U.S. TRUST CORPORATION EMPLOYEES' RETIREMENT PLAN


                 PARTICIPATING COMPANIES AS OF NOVEMBER 2001


     U.S. Trust Corporation
     United States Trust Co. International Corp.
     United States Trust Company of New York
     U.S. Trust Mortgage Service Company
     U.S. Trust Company of Delaware
     U.S. Trust Company, National Association
     U.S. Trust Company of New Jersey
     UST Fiduciary Services Ltd.
     UST Financial Services Corp.
     UST Securities Corporation
     U.S. Trust Company of Texas, National Association
     U.S. Trust Company of Florida Savings Bank
     U.S. Trust Company
     U.S. Trust Technology and Support Services, Inc.
     CTC Consulting, Inc.
     U.S. Trust Company of North Carolina

<TABLE>

                                                  SUMMARY OF BENEFIT PROVISIONS RELATING TO
                                                         MERGERS AND ACQUISITIONS


                                      Prior Service counts as      Prior Service counts as        Prior Service counts as
Acquisition                              Credited Service?             Vesting Service?             Eligibility Service
<S>                                   <C>                          <C>                            <C>
Capital Trust Company                           No                          Yes(c)                          Yes
McMurrey                                        No                            No                             No
Maier & Siebel                                  No                       Yes(a); (c)                       Yes(a)
Wood Island                                     No                       Yes(a); (c)                       Yes(a)
Radnor                                          No                       Yes(a); (c)                       Yes(a)
North Carolina Trust                            No                            No                             No
Charles Schwab (as defined in                   No                       Yes(b); (c)                       Yes(b)
Section 2.6)
Resource Companies, Inc.                        No                          Yes(c)                          Yes

</TABLE>

          (a) This provision is not contained in the purchase  agreement but was
     agreed to during final negotiations.
          (b) This provision  applies only to Employees who transfer  employment
     directly to a Participating Company.
          (c) Vesting Service is used in the calculation of the Rule of 80.





</TEXT>
</DOCUMENT>
