SCHWAB CHARLES CORP
EXHIBIT 10.232
<DOCUMENT>
<TYPE>EX-10.232
<SEQUENCE>14
<FILENAME>exh10_232.txt
<DESCRIPTION>EXHIBIT 10.232
<TEXT>




                                                            Exhibit 10.232


                U.S. TRUST CORPORATION EMPLOYEES' RETIREMENT PLAN



















                              Amended and Restated
                            Effective January 1, 2001




                                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>




                                   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>




                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>




                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>




                 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>



         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




 Years
 Benefit                           Months
 Commences
 before
 age 62

          0      1    2     3      4     5     6     7      8    9     10    11
 -------------------------------------------------------------------------------

  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


<PAGE>


              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
--------------------------------------------------------------------------------

 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




<PAGE>




                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>




                                   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



                    SUMMARY OF BENEFIT PROVISIONS RELATING TO
                            MERGERS AND ACQUISITIONS


                       Prior Service        Prior Service        Prior Service
                        counts as            counts as            counts as
Acquisition          Credited Service?     Vesting Service?  Eligibility Service


Capital Trust Company           No             Yes(c)
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



   (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.







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</DOCUMENT>
