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                                                                   Exhibit 10.15

                          1995 ANNUAL INCENTIVE PLAN OF
                     UNITED STATES TRUST COMPANY OF NEW YORK
                                       AND
                              AFFILIATED COMPANIES

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1996



1. PURPOSE

         The purpose of the Plan is to encourage greater focus on performance
among officers and employees of United States Trust Company of New York and its
Affiliated Companies by relating a significant portion of their total
compensation to the achievement of annual financial and strategic objectives.

2. DEFINITIONS

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

         "AWARD" shall mean a payment to be earned in accordance with the
provisions of the Plan.

         "BENEFICIARY" shall mean the person or person designated in accordance
with Section 9 to receive the amount, if any, payable under the Plan upon the
death of a Participant.

         "BOARD OF DIRECTORS" shall mean the Board of Directors of United States
Trust Company of New York.

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

                  (i) 20% or more of the common shares of the Corporation 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 of the Corporation are persons who were not
         nominated by such board or the
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         executive committee of such board 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 Management Committee of the Trust Company,
or any successor committee consisting of those senior officers of the Trust
Company who are responsible for determining business and strategic policies.

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

         "EMPLOYEE" shall mean any individual employed by the Trust Company.

         "ESOP CONTRIBUTION" shall mean the ESOP Contribution as defined under
the 401(k) Plan.

         "EXECUTIVE DEFERRED COMPENSATION PLAN" shall mean 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 Employee who meets the requirements set
forth in Section 3 for eligibility to participate in the Plan.

         "PLAN" shall mean the 1995 Annual Incentive Plan of United States Trust
Company of New York and Affiliated Companies, as set forth herein and as amended
from time to time.

         "PLAN YEAR" shall mean, initially, the period beginning on September 1,
1995 and ending on December 31, 1995, and thereafter, each calendar year.

         "TRUST COMPANY" shall mean United States Trust Company of New York and
its Affiliated Companies.

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3. ELIGIBILITY FOR PARTICIPATION

         Any individual shall be eligible to participate in the Plan if he or
she (a) is an Employee, (b) is not a Participant in the Executive Incentive Plan
of U.S. Trust Corporation, (c) is not compensated, in whole or in part, on a
commission basis, (d) is not eligible to receive any bonus or incentive payments
pursuant to any employment agreement between the Employee and the Corporation or
the Trust Company and (e), in the case of any Employee under the rank of Vice
President, has completed at least one "Year of Service" as defined in the 401(k)
Plan.

         Notwithstanding the foregoing, an Employee described in clause (e) of
the preceding paragraph who has met the requirements set forth in clauses (c)
and (d) thereof shall, if the Committee so determines based on the
recommendation of such Employee's division manager, be treated as eligible to
participate in the Plan, commencing as of any date prior to the Eligible
Employee's completion of a Year of Service as the Committee shall specify in
such determination.

         Any Employee who meets all of the foregoing requirements on the
Effective Date of the Plan, as set forth in Section 16, shall commence
participation in the Plan on such date. Any other Employee shall commence
participation in the Plan on the first day of the calendar month following the
date on which he or she meets all of the foregoing requirements for eligibility.

         An Employee shall cease participation in the Plan as to the first date
on which he or she no longer meets all of the foregoing requirements for
eligibility.

4. AWARDS

         Awards for any Plan Year shall be made in accordance with the following
provisions:

         (a) At the start of the Plan Year, the Compensation Committee of the
Board of Directors (the "Compensation Committee") shall establish (i) the
corporate performance goals (the "Performance Goals") which will apply in
determining the Awards for such year, (ii) the aggregate amount that will be
available for Awards for such year if such Performance Goals are achieved (the
"Target Awards Pool"), and (iii) the percentages of the Target Awards Pool that
will in fact be available for Awards for the year based on the level of
achievement of such Performance Goals, which percentages may be greater than
100% if the Performance Goals are exceeded and less than 100% if the Performance
Goals have not been fully achieved (the "Actual Awards Pool").

         (b) The Performance Goals established for the year shall be based upon
an annual growth in the earnings per share of the Corporation and/or upon such
other corporate objectives as the Compensation Committee shall determine. The
Compensation Committee shall have the authority at any time to adjust the
Performance Goals, or performance measurement standards, 

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for the Plan Year as it deems equitable in recognition of (i) extraordinary or
nonrecurring events experienced by the Corporation (or by any other corporation
whose performance is relevant to the determination of the amount of any Award
hereunder) during the Plan Year, (ii) changes in applicable accounting rules or
principles or changes in the Corporation's (or in any other such corporation's)
methods of accounting during the Plan Year, (iii) the occurrence of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering, or any other change in the
capital structure of the Corporation (or of any other such corporation), or (iv)
such other events, changes, occurrences, conditions or circumstances as in the
Compensation Committee's judgment, shall warrant such adjustment.

         (c) The Compensation Committee shall determine the amount of the Target
Awards Pool as a percentage or percentages of the aggregate base salary earned
for the year while a Participant of all Participants, either individually or by
categories of Participants, provided that the Compensation Committee may, in its
sole discretion, also apply such percentage or percentages to other current or
deferred compensation and determine the year for which such deferred
compensation shall be counted.

         (d) At the end of the Plan Year, the Compensation Committee shall
determine the extent to which the Performance Goals for the year have been met
and, based thereon, the amount of the Actual Awards Pool; and the Committee
shall determine the amount of the Award, if any, earned by each Participant for
the year, based on the level of the Participant's achievement of the goals and
objectives established for the Participant at the start of the Plan Year. The
individual goals for each Participant for each Plan Year shall be set, and the
Participant's performance relative to such goals shall be measured, by the
Committee based upon the recommendations of the Participant's division manager.

         (e) The Committee may, in its discretion, make Awards to Participants
in an aggregate amount less than the amount of the Actual Awards Pool. The
Committee may also, in its discretion, allocate any portion of the Actual Awards
Pool for use in making Awards to one or more groups or categories of
Participants, or for use in making special additional Awards to particular
Participants.

5. PAYMENT OF AWARDS

         The amount payable to a Participant with respect to an Award earned by
a Participant under the Plan for any Plan Year shall be the total amount of the
Award so earned, reduced by the amount of any ESOP Contribution to be made on
behalf of the Participant under the 401(k) Plan for the "Plan Year" (as defined
in the 401(k) Plan) corresponding to such Plan Year, with respect to the base
salary of such Participant that was taken into account in determining the Target
Awards Pool for that Plan Year.

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         The amount payable with respect to an Award earned under the Plan for
any Plan Year, as determined under the preceding paragraph, shall be paid to the
Participant in cash as soon as practicable after the end of such Plan Year,
except to the extent that the Participant (a) has elected, under the applicable
provisions of the 401(k) Plan, to have any portion of such Award reduced, and to
have an amount equal to such portion of the Award contributed to the 401(k) Plan
on the Participant's behalf and/or (b) has elected, under the applicable
provisions of the Executive Deferred Compensation Plan, to defer any portion of
such Award.

         With respect to the portion of any Award that is subject to a
Participant's election under the 401(k) Plan, the Trust Company shall contribute
an amount equal to such portion of the Award to the 401(k) Plan on behalf of the
Participant; and thereupon, the Trust Company's obligation with respect to
payment of such portion of the Award shall be fully discharged. However, no such
contribution shall be made to the extent it would cause any limitation
applicable under the 401(k) Plan to be exceeded.

         With respect to the portion of any Award that is subject to a
Participant's election under the Executive Deferred Compensation Plan, the Trust
Company's obligation under this Plan with respect to payment of such portion of
the Award shall be fully discharged upon the crediting of such portion of the
Award to the Participant's account under the Executive Deferred Compensation
Plan in accordance with the applicable provisions of such Plan.

         Unless paid by Unites States Trust Company of New York, all liabilities
in respect of Participants who are employees of affiliates of such company shall
be discharged by the respective employing affiliates.

6. PARTIAL AWARDS

         An Employee who is a Participant for less than a full Plan Year,
whether by reason of commencement or termination of employment or otherwise,
shall receive such portion of an Award, if any, for that year as the Committee
shall determine based on the recommendation of such Employee's division manager.

7. CHANGE IN CONTROL

         Notwithstanding any other provision in the Plan to the contrary (but
subject to the proviso contained in the definition of "Change in Control" in
Section 2), upon the occurrence of a Change in Control, the following provisions
shall apply.

         (a) All Performance Goals and individual goals and objectives with
respect to the Plan Year in which the Change in Control occurs (the "Year of
Change") shall be deemed to have been attained to the full and maximum extent,
and the Actual Awards Pool for the Year of Change shall be determined by
multiplying the Target Awards Pool for such year by the highest

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percentage thereof established by the Compensation Committee under Section
4(a)(iii) for determining the amount of the Actual Awards Pool for such year.

         (b) Unless another formula shall have been designated by the Committee
prior to the Change in Control, each Participant shall be allocated a portion of
the Actual Awards Pool for the Year of Change, as determined under (a) above,
equal to the amount of such Actual Awards Pool, multiplied by a fraction, the
numerator of which is the portion of the anticipated annual compensation of the
Participant which was taken into account by the Compensation Committee in
determining the Target Awards Pool for the Year of Change, and the denominator
of which is the sum of all such amounts.

         (c) As soon as practicable following the Change in Control, all Awards
which are deemed to have been earned to the full and maximum extent upon the
occurrence of the Change in Control shall be payable in full in single cash lump
sums, reduced by any taxes withheld pursuant to Section 8 and by the amount of
any ESOP Contributions to be made on behalf of Participants under the 401(k)
Plan for the Year of the Change.

         (d) No Awards payable in accordance with this Section shall be
forfeitable on account of a Participant's termination of employment upon or
following the Change in Control.

8. TAXES

         The Trust Company shall deduct from all amounts otherwise payable under
the Plan all federal, state, local and other taxes required by law to be
withheld with respect to such amounts.

9. DESIGNATION AND CHANGE OF BENEFICIARY

         Each Participant shall file with the Committee a written designation of
one or more persons as the Beneficiary who shall be entitled to receive the
amount, if any, payable under the Plan upon his or her death. A Participant may,
from time to time, revoke or change his or her Beneficiary designation without
the consent of any previously designated Beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the
Participant's death, and in no event shall it be effective as of a date prior to
such receipt. If at the date of a Participant's death, there is no designation
of a Beneficiary in effect for the Participant pursuant to the provisions of
this Section 9, or if no Beneficiary designated by the Participant in accordance
with the provisions hereof survives to receive any amount payable under the Plan
by reason of the Participant's death, the Participant's estate shall be treated
as the Participant's Beneficiary for purposes of the Plan.

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10. PAYMENTS TO PERSONS OTHER THAN PARTICIPANT

         If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his or her affairs because of
illness, accident or legal incapacity, then, if the Committee so directs, any
payment due to such person may be paid to such person's spouse, child or other
relative, an institution maintaining or having custody of such person, or any
other person deemed by the Committee to be a proper recipient on behalf of such
person, unless a prior claim for payment of such amount has been made by a duly
appointed legal representative of such person. Any such payment shall be a
complete discharge of the liability of the Trust Company therefor.

11. RIGHTS OF PARTICIPANTS

         A Participant's rights and interests under the Plan shall be subject to
the following provisions:

         (a) A Participant shall have the status of a general unsecured creditor
of the Trust Company with respect to his or her right to receive any payment
under the Plan. The Plan shall constitute a mere promise by the Trust Company to
make payments in the future of the benefits provided for herein. It is intended
that the arrangements reflected in this Plan be treated as unfunded for tax
purposes, as well as for purposes of any applicable provisions of Title I of
ERISA.

         (b) A Participant's rights to payments under the Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the Participant
or his or her Beneficiary.

         (c) Neither the Plan nor any action taken hereunder shall be construed
as giving any Participant any right to be retained in the employment of the
Trust Company.

         (d) No Employee shall have the right, by virtue of being a Participant
in the Plan, to be automatically entitled to receive an Award for any Plan Year.

         (e) No Award shall be considered as compensation under any employee
benefit plan of the Corporation or the Trust Company, except as specifically
provided in any such plan or as otherwise determined by the board of directors
of the Corporation or by the Board of Directors.

12. ADMINISTRATION

         The Plan shall be administered by the Committee. A majority of the
members of the Committee shall constitute a quorum. The Committee may act at a
meeting, including a 

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telephone meeting, by action of a majority of the members present, or without a
meeting by unanimous written consent. In addition to the responsibilities and
powers assigned to the Committee elsewhere in the Plan, the Committee shall have
the authority to establish from time to time guidelines or regulations for the
administration of the Plan, interpret the Plan, and make all determinations
considered necessary or advisable for the administration of the Plan. The
Committee may delegate any ministerial or nondiscretionary function pertaining
to the administration of the Plan to any one or more officers of the Trust
Company.

         All decisions, actions or interpretations of the Committee under the
Plan shall be final, conclusive and binding upon all parties.

         No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his or her behalf in
his or her capacity as a member of the Committee nor for any mistake of judgment
made in good faith, and the Trust Company shall indemnify and hold harmless each
member of the Committee, and each employee, officer or director of the
Corporation or the Trust Company to whom any duty or power relating to the
administration or interpretation of the Plan may be delegated, against any cost
or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Board of Directors) arising out
of any act or omission to act in connection with the Plan unless arising out of
such person's own fraud or bad faith.

13. AMENDMENT OR TERMINATION

         The Board of Directors may, with prospective or retroactive effect,
amend, suspend or terminate the Plan or any portion thereof at any time,
provided, however, that no amendment, suspension or termination of the Plan
shall deprive any Participant of any rights to Awards previously made under the
Plan without his or her written consent. Any amendment that the Board of
Directors would be permitted to make pursuant to the preceding sentence may also
be made by the Committee where appropriate to facilitate the administration of
the Plan or to comply with applicable law or any applicable rules and
regulations of government authorities, provided that the cost of the Plan to the
Trust Company is not materially increased thereby.

14. SUCCESSOR CORPORATION

         The obligations of the Trust Company under the Plan shall be binding
upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Trust Company, or upon any
successor corporation or organization succeeding to substantially all of the
assets and business of the Trust Company. The Trust Company agrees that it will
make appropriate provision for the preservation of Participants' rights under
the Plan in any agreement or plan which it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.

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15. GOVERNING LAW

         The Plan shall be governed by and construed in accordance with the laws
of the State of New York.

16. EFFECTIVE DATE

         The Plan shall be effective as of September 1, 1995.

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