Deferred Restricted Unit Plan

Exhibit 10.22


DEFERRED RESTRICTED UNIT PLAN
OF
U.S. TRUST CORPORATION


AS ADOPTED EFFECTIVE JANUARY 1, 1997
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1. PURPOSE


This document sets forth the Deferred Restricted Unit Plan of U.S. Trust Corporation as adopted January 1, 1997.


The purpose of the Plan is to provide Eligible Officers of the Corporation who have been granted Restricted Units as part of their compensation with an opportunity to defer payment with respect to such Restricted Units, at their election, in accordance with the provisions herein set forth.


The Plan is intended to constitute an unfunded plan of deferred compensation for "a select group of management or highly compensated employees" within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").


2. DEFINITIONS


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


"ACCOUNT" shall mean the account established for a Participant pursuant to Section 4.


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


"AVERAGE MARKET VALUE" shall mean, with respect to one Common Share as of any date or with respect to any period, the mean between the per-share high and low prices for the Corporation's Common Shares on such date, or the average of the mean between such prices on each day during such period, as quoted on the NASDAQ National Market System, or, if the Corporation's Common Shares are not traded on such system, on such other securities market or securities exchange on which such shares are traded as the Committee shall determine. 2
"BENEFICIARY" shall mean the person or person designated by a Participant in accordance with Section 11 to receive any amount, or any Common Shares, payable under the Plan upon the Participant's death.


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


"BUSINESS DAY" shall mean any day on which Common Shares are traded on the NASDAQ National Market System or, if Common Shares are not traded on such system, on such other securities market or securities exchange on which such shares are traded as the Committee shall determine.


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


(i) 20% or more of the Corporation's Common Shares has been
acquired by any person (as defined by Section 3(a)(9) of the Securities
Exchange Act of 1934) other than directly from the Corporation;


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


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


provided, however, that notwithstanding anything in the Plan to the contrary, no Change in Control shall be deemed to have occurred, and no rights arising upon a Change in Control as provided in Section 7 shall exist, to the extent that the Board of Directors so directs by resolution adopted prior to the Change in Control, or not later than 45 days after the Change in Control if the percentage of Common Shares acquired or directors elected under clause (i) or (iii) of the foregoing definition of Change in Control shall be at least 20% but less than 25%. Any resolution of the Board of Directors adopted in accordance with the provisions of this definition directing that a Change in Control shall be deemed not to have occurred for purposes of this Plan and that Section 7 shall not become effective, may be rescinded or countermanded at any time with or without retroactive effect.


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


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"COMMON SHARES" shall mean the common shares ($1.00 par value per share) of the Corporation.


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


"DETERMINED VALUE" shall mean (i) the highest price per Common Share paid in connection with any Change in Control (including, without limitation, prices paid in any subsequent merger or combination with any entity that acquires control of the Corporation), or (ii) in the case of a Change in Control occurring as a result of an event described in clause (iii) of the definition of a Change in Control contained in this Section 2, the Average Market Value of a Common Share during the 30-day period ending on the day preceding the occurrence of such Change in Control.


"EIP" shall mean the Executive Incentive Plan of U.S. Trust Corporation.


"ELIGIBLE OFFICER" shall mean, with respect to any deferral election to be made under Section 3, any officer of the Corporation or any of its Affiliated Companies at or above the rank of Vice President who, for the calendar year immediately preceding the year in which such deferral election is to be made, had total compensation in excess of the amount of the limitation on annual compensation in effect for such preceding year under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended. For this purpose an officer's "total compensation" for any calendar year shall mean the sum of (i) the aggregate amount reported as the officer's compensation from the Corporation and its Affiliated Companies in Form W-2 filed with respect to the officer for such year, for Federal income tax purposes; (ii) the aggregate amount of all 401(k) Contributions and ESOP Contributions made on behalf of the officer for such year under the 401(k) Plan; (iii) the aggregate amount of all salary reduction contributions made on behalf of the officer for such year under the Employees' Flexible Spending Plan of United States Trust Company of New York and Affiliated Companies; and (iv) any portion of the officer's compensation for such year that was deferred pursuant to the officer's election under the Executive Deferred Compensation Plan of U.S. Trust Corporation.


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


"PARTICIPANT" shall mean any Eligible Officer who has made an election under Section 3 to defer any of his or her Vested Restricted Units.


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


"RESTRICTED UNIT" shall mean a unit of measurement equivalent to one Common Share, with none of the attendant rights of a shareholder of such share, including, without limitation,


3 4 the right to vote such share and the right to receive dividends thereon, except to the extent otherwise specifically provided herein.


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


"VESTED RESTRICTED UNITS" shall mean, with respect to any Eligible Officer, Restricted Units (i) that were granted to the Eligible Officer (and any additional Restricted Units credited with respect to Restricted Units that were so granted) under the EIP, or pursuant to any arrangement for the payment of commissions earned by the Eligible Officer, or pursuant to any individual employment contract between the Eligible Officer and the Corporation or any of its Affiliated Companies, and (ii) that have become vested under the terms of the EIP, such commission arrangement, or such employment contract, as the case may be.


"VESTING DATE" shall mean, with respect to any Vested Restricted Units, the date as of which such units become vested under the terms of the EIP, the applicable commission arrangement, or the applicable employment contract, as the case may be.


3. DEFERRAL ELECTIONS


An Eligible Officer may elect to have payment with respect to any or all of his or her Vested Restricted Units deferred, and to have payment with respect to such Vested Restricted Units made under the terms of this Plan. Any such election shall be made in accordance with the following provisions:


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


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(b) In the election form, the Eligible Officer shall specify, separately for the Vested Restricted Units covered under each grant of Restricted Units made to the Eligible Officer, the number or percentage (which must be an even multiple of 5%) of such Vested Restricted Units payment with respect to which the Eligible Officer wishes to defer hereunder.


(c) ...