Benefit Equalization Plan

Exhibit 10.227


Benefit Equalization Plan
of
U.S. Trust Corporation


As Amended and Restated effective as of January 1, 2001


1. Purpose


The Plan hereinafter set forth represents a continuation of the Benefit Equalization Plan maintained by U.S. Trust Corporation before its merger with the Charles Schwab Corporation pursuant to the Agreement and Plan of Merger dated as of January 12, 2000.


The purpose of the Plan is to provide members of the Employees' Retirement Plan of United States Trust Company of New York and Affiliated Companies, and their surviving spouses, with benefits that are intended to replace benefits that would have been payable to them under such plan but for the limitations imposed by section 401(a)(17) of the Code and, for periods ending prior to January 1, 1997, by section 415 of the Code.


The Plan is intended to constitute an "excess benefit plan", as that term is defined in section 3(36) of ERISA, to the extent that the Plan provides benefits equal to any reduction in benefits under the Retirement Plan attributable solely to the limitations imposed by section 415 of the Code. The Plan is intended to constitute an unfunded plan maintained primarily for the purpose of providing 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 ERISA, to the extent that the Plan provides any other benefits.


2. Definitions


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


"Account" shall mean the Account established for a Participant
pursuant to Section 7.


"Affiliated Companies" shall mean United States Trust Company of New
York and each other direct or indirect subsidiary of U.S. Trust
Corporation.


"Average Market Value" shall mean, with respect to one share of Common
Stock as of any date or with respect to any period, the average of the
mean between the per-share high and low prices for the Common Stock on
such date, or on each trading day during such period, as quoted on the
New York Stock Exchange, or, if the Common Stock is not traded on such
system, on such other securities market or securities exchange on
which such shares are traded as the Committee shall determine.


"Beneficiary" shall mean the person or persons designated by a
Participant in accordance with Section 15 to receive any amount, or
any shares of Common Stock, payable under the Plan by reason of his or
her death.


"Benefit Limitations" shall mean (i) the limitation imposed by section
401(a)(17) of the Code on the amount of an Eligible Employee's annual
compensation that may be taken into account in computing the Eligible
Employee's pension benefit under the Retirement Plan and (ii) the
limitations imposed by section 415 of the Code on the amount of the
pension benefit payable to an Eligible Employee under the Retirement
Plan.


"Board of Directors" shall mean the Board of Directors of the
Corporation.


"Business Day" shall mean any day on which Common Stock is traded on
the New York Stock Exchange or, if the Common Stock is not traded on
such exchange, 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 after January 1, 2001:


(i) A change in control of the Company required to be reported
pursuant to Item 6(e) of Schedule 14A of Regulation 14A
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act");


(ii) A change in the composition of the Board of Directors of the
Company, as a result of which fewer than two-thirds of the
incumbent directors are directors who either (i) had been
directors of the Company 24 months prior to such change or
(ii) were elected or nominated for election to the Board of
Directors of the Company with the affirmative votes of at
least a majority of the directors who had been directors of
the Company 24 months prior to such change and who were
still in office at the time of the election or nomination;


(iii)Any "person" (as such term is used in sections 13(d) and
14(d) of the Exchange Act) becomes the beneficial owner,
directly or indirectly, of securities of the Company
representing 20 percent or more of the combined voting power
of the Company's then outstanding securities ordinarily (and
apart from rights accruing under special circumstances)
having the right to vote at elections of directors (the
"Base Capital Stock"); provided, however, that any change in
the relative beneficial ownership of securities of any
person resulting solely from a reduction in the aggregate
number of outstanding shares of Base Capital Stock, and any
decrease thereafter in such person's ownership of
securities, shall be disregarded until such person increases
in any manner, directly or indirectly, such person's
beneficial ownership of any securities of the Company.


"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.


"Committee" shall mean the Committee as constituted from time to time,
appointed by the senior management of the Corporation and/or Company
to administer the Plan.


"Common Stock" shall mean the common stock ($0.01 par value per share)
of The Charles Schwab Corporation.


"Company" shall mean The Charles Schwab Corporation, a Delaware
corporation.


"Compensation" shall mean, with respect to any Participant for any
Plan Year beginning on or after January 1, 1997, such Participant's
"Compensation" for such year, as defined in the Retirement Plan.


"Compensation Limit" shall mean, with respect to any Plan Year
beginning on or after January 1, 1997, the amount of the limitation on
annual compensation in effect for such Plan Year under section
401(a)(17) of the Code.


"Corporation" shall mean U.S. Trust Corporation, a wholly owned
subsidiary of the Company.


"Determined Value" shall mean the highest price per share of Common
Stock 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 Company).


"Earliest Payment Date" shall mean (i) the date as of which payment of
an Eligible Employee's pension under the Retirement Plan commences, or
(ii) if earlier, the earliest date as of which the Eligible Employee
could elect under the Retirement Plan to have payment of his or her
pension commence.


"Eligible Employee" shall mean any Employee who becomes eligible to
receive a pension pursuant to the Retirement Plan, the amount of which
is less than the amount of the pension he or she would be entitled to
receive if the Employee's pension were calculated without regard to
the Benefit Limitations.


"Eligible Spouse" shall mean the surviving spouse of a deceased
Employee who, upon such Employee's death, becomes entitled to receive
a Spouse's Preretirement Survivorship Pension pursuant to the
Retirement Plan, the amount of which is less than the amount of the
Spouse's Preretirement Survivorship Pension he or she would be
entitled to receive if the Pension that the deceased Employee would
have been entitled to receive had he or she not died were calculated
without regard to the Benefit Limitations. Notwithstanding the
foregoing, the surviving spouse of a deceased Employee shall not be
treated as an Eligible Spouse for purposes of this Plan if payment of
an Excess Pension Benefit to such deceased Employee had commenced
prior to his or her death.


"Employee" shall mean any person employed, or formerly employed, by
the Corporation or any of its Affiliated Companies that participates,
or formerly participated, in the Retirement Plan.


"Equivalent Actuarial Value" shall have the same meaning as is
assigned to such term under the Retirement Plan for purposes of
converting a life annuity to a 50% joint and survivor annuity, or, as
the context may require, for purposes of determining the amount of
distributions payable in the form of a lump sum payment under Section
7.6 of the Retirement Plan.


"Participant" shall mean, on or after January 1, 2001, (i) any
Employee who was a Participant of the Prior Plan on December 31, 2000
and (ii) any other Employee who becomes a Member of the Retirement
Plan on or after January 1, 2001 and who has Compensation for any Plan
Year beginning on or after January 1, 2001 that is in excess of the
Compensation Limit for such year. For purposes of the foregoing, any
Employee who is hired after January 1, 2001 and who has Compensation
in excess of the Compensation Limit for the Plan Year in which his
date of hire occurs shall be treated as a Participant for such Plan
Year if he or she is expected to become a Member of the Retirement
Plan in the next following Plan Year.


"Payment Starting Date" shall mean the first day of the month
coinciding with or next following the later of (i) the date of the
Eligible Employee's Termination of Employment or (ii) the Eligible
Employee's Earliest Payment Date.


"Phantom Share Unit" or "PSU" shall mean a unit of measurement
equivalent to one share of Common Stock with none of the attendant
rights of a holder of such share, including, without limitation, the
right to vote such share and the right to receive dividends thereon,
except to the extent otherwise specifically provided herein.


"Plan" shall mean the Benefit Equalization Plan of U.S. Trust
Corporation as set forth herein and as amended from time to time.


"Plan Year" shall mean the calendar year.


"Prior Plan" shall mean the Benefit Equalization Plan of U.S. Trust
Corporation as in effect prior to January 1, 2001.


"Retirement" shall mean a Participant's Termination of Employment 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 Participant has attained age sixty (60) and is credited with
at least ten (10) "Years of Service" (as defined in the Retirement
Plan), or (iii) the sum of the Participant's age and the number of his
or her "Years of Service", as defined in the Retirement 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 Participant
first meets the age, or the age of service, requirements set forth in
clause (i), (ii) or (iii) above, such Participant shall be treated,
for purposes of the Plan, as having terminated employment 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) and (iii) 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 benefit payments
under such long-term disability plan.


"Retirement Plan" shall mean the Employees' Retirement Plan of United
States Trust Company of New York and Affiliated Companies, as amended
and restated from time to time.


"Termination of Employment" shall mean the termination of an
Employee's employment with the Corporation, its Affiliated Companies
or the Company. For this purpose, a Participant who ceases active
employment by reason of disability, but who becomes entitled to
receive benefit payments under the long-term disability plan
maintained by the Corporation or any of its Affiliated Companies or
the Company shall be treated as continuing to be employed with the
Corporation and its Affiliated Companies or the Company until the
earlier of (i) the date as of which he or she ceases to receive
benefit payments under such plan, or (ii) the date as of which he or
she is treated as having terminated employment as a result of
Retirement.


Each other capitalized term used herein, not otherwise defined, shall
have the meaning given to such term under the Retirement Plan.


3. Excess Pension Benefit


Upon Termination of Employment of an Eligible Employee who elected (or was deemed to have elected) under the terms of the Prior Plan not to continue active participation in the Plan for Plan Years on or after January 1, 1997 for any reason other than death, the Eligible Employee shall be entitled to receive an Excess Pension Benefit calculated under Section 3 of the Prior Plan.


4. Excess Survivorship Pension Benefit


Upon the death of an Eligible Employee who elected (or was deemed to have elected) under the terms of the Prior Plan not to continue active participation in the Plan for Plan Years on or after January 1, 1997, the Employee's Eligible Spouse shall be entitled to receive an Excess Survivorship Pension Benefit calculated under Section 4 of the Prior Plan.


5. Converted Plan Benefit


As provided in Section 5 of the Prior Plan, no Excess Pension Benefit or Excess Survivorship Pension Benefit shall accrue under Section 3 or 4 of the Prior Plan with respect to any Employee after December 31, 1996. The Account of each Participant who was a Member of the Retirement Plan on December 31, 1996 and who elected under Section 5 of the Prior Plan to continue participation in the Prior Plan for Plan Years beginning on or after January 1, 1997 has been credited with a Converted Plan Benefit amount determined for the Participant in the manner described in Section 6 of the Prior Plan.


6. Compensation Limit Benefit


For each Plan Year beginning on and after January 1, 1997 in which a Participant has Compensation in excess of the Compensation Limit for such year, the Account of such Participant shall be credited with an amount determined by multiplying (i) ...