<PAGE>   1
                                                                 EXHIBIT 10.14


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

                            AS AMENDED AND RESTATED
                       EFFECTIVE AS OF SEPTEMBER 1, 1995



1.       PURPOSE

         The Plan hereinafter set forth represents a continuation of the
Incentive Award Plan maintained by United States Trust Company of New York
before the merger of U.S. Trust Corporation with The Chase Manhattan
Corporation ("Chase") pursuant to the Agreement and Plan of Merger dated as of
November 18, 1994 between Chase and U.S. Trust Corporation (the "Merger
Agreement").  The Plan has been amended and restated effective as of September
1, 1995 (a) to reflect the transfer of the Plan to and its adoption by New U.S.
Trust Company of New York, and New U.S. Trust Company of New York's assumption
of and becoming solely responsible for all liabilities and obligations of
United States Trust Company of New York under the Plan, effective immediately
before the "New Holdings Distribution", as defined in the Merger Agreement, and
(b) to reflect the "Distribution" and the "Merger", as defined in the Merger
Agreement.

         The purpose of the Plan, as so continued,  is to encourage greater
focus on performance among Employees by relating a portion of their total
compensation to the contributions they make, collectively and individually, to
the annual financial success of the Trust Company (as hereinafter defined) and
its affiliated companies.

2.       DEFINITIONS

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

         "BOARD OF TRUSTEES" shall mean the Board of Trustees of the Trust
Company.

         "CHASE MERGER CLOSING DATE" shall mean the "Closing Date" as defined
in Section 1.2 of the Merger Agreement.

         "COMMITTEE" shall mean such individuals as shall be appointed by the
Board of Trustees from time to time to administer the Plan.





<PAGE>   2
         "COMPENSATION" shall mean, with respect to any Employee for any Plan
Year, the base salary paid by the Trust Company to the Employee during such
year, before reduction for any amounts deferred pursuant to the Employee's
election under the 401(k) Plan and any salary reduction contributions made on
the Employee's behalf under the Trust Company's Flexible Spending Plan.  An
Employee's "Compensation" shall not include any amounts paid to the Employee
for any period prior to the date on which the Employee has completed at least
one Year of Service.

         "CORPORATION" shall mean  (i) with respect to periods prior to the
Chase Merger Closing Date, U.S. Trust Corporation, and (ii) with respect to
periods after the Chase Merger Closing Date, New USTC Holdings Corporation,
which will assume the name of "U.S.  Trust Cor poration" as of  the time the
New Holdings Distribution is effective.

         "ELIGIBLE EMPLOYEE" shall mean, with respect to any Plan Year, (i) any
individual who, on the last day of such year, is an Employee and has completed
at least one Year of Service; (ii) any individual who has retired during such
year under the applicable provisions of the 401(k) Plan; and (iii) any Employee
not described in (i) or (ii) who has been selected by his or her division
manager to receive an Incentive Award for such year.  Notwithstanding the
foregoing, no Employee who is selected to participate in the 1990 Annual
Incentive Plan of United States Trust Company of New York and Affiliated
Companies for any fiscal year shall be treated as an "Eligible Employee" with
respect to the Plan Year corresponding to such fiscal year, for purposes of
this Plan.

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

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

         "PLAN" shall mean the Incentive Award 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 the 12-month period beginning on January 1,
1992 and ending on December 31, 1992, and each calendar year thereafter.

         "R.O.E." shall mean the Corporation's rate of return on shareholders'
equity. For purposes of determining the amount of the awards to be made to
Eligible Employees pursuant to Sections 4 and 5 for the year 1994, the
Corporation's R.O.E. for such year shall be deemed to be 20%.

         "TRUST COMPANY" shall mean (i) for periods prior to the Chase Merger
Closing Date, United States Trust Company of New York, and (ii) for periods
after the Chase Merger Closing





                                      -2-
<PAGE>   3
Date, New U.S. Trust Company of New York, which will assume the name of "United
States Trust Company of New York" as of the time the New Holdings Distribution
is effective. All references herein to the Trust Company shall include its
affiliated companies unless the context otherwise requires.

         "YEAR OF SERVICE" shall have the meaning given to such term in the
401(k) Plan.

3.       ADMINISTRATION

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

4.       CORPORATE PERFORMANCE AWARDS

         For each Plan Year, each Eligible Employee shall be entitled to
receive a Corporate Performance Award from the Trust Company, in an amount
determined by multiplying the Eligible Employees' Compensation for such year by
the percentage determined in accordance with the following table, based on the
Corporation's R.O.E. for such year:


<TABLE>
<CAPTION>
                                                THE PERCENTAGE OF COMPENSATION
IF R.O.E. IS:                                        TO BE AWARDED SHALL BE:
<S>                                                         <C>
Less than 14%                                                  0%
At least 14% but less than 15%                               0.5%
At least 15% but less than 16%                               1.5%
16% or more                                                  2.5%
</TABLE>


         Corporate Performance Awards for any Plan Year shall be made as soon
as practicable after the close of such year.

5.       INCENTIVE AWARDS

         For each Plan Year, the Trust Company shall make available, for
Incentive Awards to Eligible Employees within each of its divisions, an
aggregate amount determined for each divi sion by multiplying the Compensation
of all Eligible Employees of such division for such year by the percentage
determined in accordance with the following table, based on the Corporation's
R.O.E. for such year:


                                      -3-
<PAGE>   4

<TABLE>
<CAPTION>
                                           THE PERCENTAGE OF COMPENSATION
 IF R.O.E. IS:                                 TO BE AWARDED SHALL BE:
<S>                                                        <C>
 Less than 6%                                                0%
 At least 6% but less than 8%                                1%
 At least 8% but less than 9%                                2%
 At least 9% but less than 10%                               2%
 At least 10% but less than 11%                              4%
 At least 11% but less than 12%                              5%
 At least 12% but less than 13%                              6%
 At least 13% but less than 14%                              7%
 14% or more                                               7.5%
</TABLE>



         The aggregate amount available for Incentive Awards for the Eligible
Employees of any division for any Plan Year, as so determined, less the
aggregate amount of Incentive Awards made to Eligible Employees of such
division for such year pursuant to Section 6, shall be awarded to Eligible
Employees of such division as soon as practicable after the close of such Plan
Year.  Such awards shall be made to such of the Eligible Employees of the
division, and in such amounts, as the division manager of such division
determines in his or her sole discretion.  However, for any Plan Year for which
the Corporation's R.O.E. is at least 6%, any Eligible Employee whose
performance for a Plan Year is determined, in the sole judgment of his or her
division manager, to have been satisfactory shall be entitled to receive an
Incentive Award for such year in an amount that is at least equal to 1% of his
or her Compensation.

6.       INTERIM INCENTIVE AWARDS

         Incentive Awards for any Plan Year may be made prior to the close of
such year, in accordance with the following rules:

         (a)  As soon as practicable after the start of a Plan Year, the
Committee shall (i) make an estimate of the Corporation's R.O.E. for the year,
(ii) determine the percentage of Compensation that would be available for
Incentive Awards for the year pursuant to Section 5 if the Corporation's R.O.E.
for the year was at least equal to the Committee's estimate of it under clause
(i), and (iii) make an estimate of the aggregate amount of Compensation for the
year of all employees of each division who the Committee determines may be
Eligible Employees as of the last day of the year.

         (b)  The Committee shall then determine the Interim Incentive Award
Amount for the year, for each division.  For any division, the "Interim
Incentive Award Amount" for a Plan Year




                                      -4-
<PAGE>   5
shall be an amount equal to 25% of the product of (i) the amount of
Compensation estimated by the Committee for such division under (a)(iii) above,
multiplied by (ii) the percentage determined by the Committee under (a)(ii)
above.

         (c)  Promptly after making its determination under (b) above, the
Committee shall notify each division manager of the Interim Incentive Award
Amount applicable to his or her division for the year.

         (d)  After receiving such notice, each division manager may (but shall
not be required to) make Incentive Awards to Eligible Employees of his or her
division, at any time during the Plan Year, provided that the total amount so
awarded does not exceed the Interim Incentive Award Amount determined by the
Committee for such division, for such year.  Awards may be so made to such
Eligible Employees, and in such amounts, as each division manager determines in
his or her sole discretion.

7.       ADDITIONAL AWARDS

         Notwithstanding the provisions of Sections 4 and 5, the Board of
Trustees, by resolution duly adopted prior to the close of any Plan Year, may
direct that the percentage of Compensation to be used in determining the amount
of awards to be made for such year under Section 4, under Section 5, or under
both Sections 4 and 5, shall be such greater percentage of Compensation than
the percentage determined in accordance with the tables set forth in such
Sections as the Board of Trustees specifies in such resolution.

8.       PAYMENT OF AWARDS

         Amounts awarded under the Plan shall be payable in the following
manner:

         (a)  Except as otherwise provided in (b) below, any amount awarded to
an Eligible Employee hereunder shall be paid to the Eligible Employee in a
single cash lump sum as soon as practicable after the award is made.

         (b)  To the extent that an Eligible Employee has elected, under the
applicable provisions of the 401(k) Plan, to have any portion of an award made
to the Eligible Employee hereunder reduced, and to have an amount equal to such
portion of the award contributed to the 401(k) Plan on the Eligible Employee's
behalf, the Trust Company shall contribute an amount equal to such portion of
the award to the 401(k) Plan on behalf of the Eligible Employee; 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 401(k) Plan to the extent it would cause any limitation applicable under
the 401(k) Plan to be exceeded.





                                      -5-
<PAGE>   6
         (c)  All liabilities with respect to amounts awarded under the Plan to
Eligible Employees who are employees of affiliates of the Trust Company shall
be discharged by the respective employing affiliates.

9.       CHANGE IN CONTROL

         For any Plan Year during which a Change in Control occurs (hereinafter
referred to as the "Year of Change") awards for such Plan Year shall be made in
accordance with the pro visions of this Section 8, notwithstanding any other
provision of the Plan to the contrary.

         (a)  For the Year of Change, a Corporate Performance Award shall be
made to each Eligible Employee in an amount equal to 2.5% of his or her
Compensation for such year.

         (b)  For the Year of Change, the aggregate amount available for
Incentive Awards for the Eligible Employees of each division shall be an amount
equal to 7.5% of the Compensation of all Eligible Employees of such division
for such year.  The aggregate amount so available shall be allocated among, and
awarded to, the Eligible Employees of the division on a pro rata basis, in
accordance with the respective amounts of each such Eligible Employees'
Compensation for the Year of Change.  Notwithstanding the foregoing, in the
case of any Eligible Employee who, prior to the date on which the Change in
Control occurred ("Date of Change"), received an Incentive Award for the Year
of Change pursuant to Section 6, the amount otherwise allocable to such
Eligible Employee pursuant to the preceding sentence shall be reduced by the
amount of the award so made to the Eligible Employee.  If, prior to the Date of
Change, any Eligible Employee has received an Incentive Award for the Year of
Change pursuant to Section 6 in an amount that exceeds the amount allocable to
him pursuant to the second preceding sentence hereof, the Eligible Employee may
retain the excess amount; and the Trust Company shall make available, for
allocation to the other Eligible Employees pursuant to the second preceding
sentence hereof, an amount equal to such excess.

         (c)  For purposes of this Section, an Employee shall be treated as an
Eligible Employee for the Year of Change if he or she would be an Eligible
Employee as defined in Section 1 on the day immediately preceding the Date of
Change if such day were treated as the last day of the Year of Change.  For
this purpose, an Employee shall be treated as having completed at least one
Year of Service as of the day immediately preceding the Date of Change if, on
such day, it can be reasonably anticipated that the Employee will have
completed at least one Year of Service by the last day of the Year of Change if
the Employee continued to be employed with the Trust Company until such last
day.

         (d)  For purposes of this Section, the Compensation of an Eligible
Employee for the Year of Change shall mean the Compensation paid to the
Eligible Employee during the portion of such year ending on the day immediately
preceding the Date of Change, plus the Compensation





                                      -6-
<PAGE>   7
that would be payable to the Eligible Employee for such year if he or she
continued in employ ment with the Trust Company until the last day of such year
(or, if earlier, the last day of the month in which he or she attains age 65)
at a rate of Compensation equal to the rate in effect for the Eligible Employee
on the day immediately preceding the Date of Change.

         (e)  Awards to be made for the Year of Change pursuant to this Section
shall be in lieu of awards otherwise to be made for such year pursuant to
Sections 4 and 5.

         (f)  Awards to be made to Eligible Employees pursuant to this Section
shall be payable in the form of a single cash lump sum.  Payment shall be made
as soon as practicable after the Date of Change.  No award payable pursuant to
this Section shall be forfeitable as a result of an Eligible Employee's
termination of employment for any reason on or after the Date of Change.

         (g)  For purposes of this Section, "Change in Control" means that
after the Chase Merger Closing Date:

         twenty percent (20%) or more of the common stock 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 forty-nine percent (49%) or more of the voting stock of
         the surviving corporation is held by persons other than former
         stockholders of the Corporation; or

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

         Notwithstanding the foregoing, at any time before a Change in Control,
as so defined, or within 45 days following a Change in Control where the
percentage of stock acquired under clause (i) above, or directors appointed
under clause (iii) above, is less than 25%, the Board of Trustees may direct by
resolution that the provisions of this Section 8 not apply.  Any such
resolution adopted by the Board of Trustees may be rescinded or countermanded
at any time with or without retroactive effect.



                                      -7-
<PAGE>   8
10.      UNSECURED CREDITOR STATUS

         No Employee shall have any right, title or interest whatsoever in or
to any investments that the Trust Company may make to aid in meeting its
obligations under the Plan.  Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Trust Company and any
Employee, beneficiary, legal representative or any other person.  To the extent
that any person acquires a right to receive payments from the Trust Company
under the Plan, such  right shall be no greater than the right of an unsecured
general creditor of the Trust Company.  All payments to be made hereunder shall
be paid from the general funds of the Trust Company and no special or separate
fund shall be established and no segregation of assets shall be made to assure
payment of such amounts except as expressly set forth in the Plan.

11.      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 Employees' rights under
the Plan in any agreement or plan that it may enter into or adopt to effect any
such merger, consolidation, reorganization or transfer of assets.

12.      NONALIENATION OF BENEFITS

         No Employee or other person shall assign, sell, encumber, transfer,
pledge, or otherwise dispose of any rights or interests under the Plan and any
attempted disposition shall be null and void.

13.      NO CLAIM OR RIGHT UNDER THE PLAN

         No Employee or other person shall have any claim or right to be
granted an Award under the Plan.  Neither the Plan nor any action taken
thereunder shall be construed as giving any Employee any right to be retained
in the employ of the Trust Company.





                                     -8-
<PAGE>   9
14.      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 payments.

15.      PAYMENTS TO PERSONS OTHER THAN EMPLOYEE

         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 or accident, or is a minor, or has died, then any payment due to such
person or his or her estate (unless a prior claim therefor has been made by a
duly appointed leal representative), may, if the Committee so directs the Trust
Company, be paid to his or her spouse, a child, a 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 otherwise entitled
to payment.  Any such payment shall be a complete discharge of the liability of
the Committee and the Trust Company therefor.

16.      NO LIABILITY OF COMMITTEE MEMBERS

         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 employee, officer, director or trustee of the Trust Company to
whom any duty or power relating to the administration or interpretation of the
Plan may be allocated or 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 Trustees) 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.

17.      AMENDMENT OR TERMINATION

         The Board of Trustees 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 Employee of any rights to awards previously made under the
Plan without his or her written consent.  Any amendment that the Board of
Trustees 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.



                                     -9-
<PAGE>   10
18.      GOVERNING LAW

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

19.      EFFECTIVE DATE

         The Plan shall be effective as of January 1, 1992.

20.      CHASE MERGER PROVISIONS

         Notwithstanding any other provisions of this Plan to the contrary, the
following provisions shall apply in connection with the Merger:

         (a) For purposes of determining the amount of the Corporation
Performance Awards and the Incentive Awards (collectively, the "Awards") to be
made to Eligible Employees for the Plan Year beginning on January 1, 1995 (the
"1995 Plan Year") the following special rules shall apply:

                 (i)      An Eligible Employee's "Compensation" as otherwise
         defined in Section 2 shall take into account the base salary paid by
         the Trust Company to the Employee only during the period from January
         1, 1995 to the day immediately preceding the Chase Merger Closing Date
         (the "Pre-Merger Period").

                 (ii)     Awards for the 1995 Plan Year shall be based on the
         Corporation's R.O.E. for only the Pre-Merger Period in such year. The
         Corporation's R.O.E. for the Pre-Merger  Period shall be determined
         for this purpose without taking into account any extraordinary charges
         that are otherwise required to be recognized in such period in
         connection with the Distribution and the Merger.

         (b) For purposes of determining the eligibility of Employees for
Awards for the 1995 Plan Year, any individual who meets all of the conditions
set forth in the definition of "Eligible Employee" contained in Section 2
except for the requirement that he or she be an Employee on the last day of the
Plan Year shall nevertheless be treated as an Eligible Employee for the 1995
Plan Year if (i) such Employee's employment with the Trust Company terminates
as of the Chase Merger Closing Date and he or she becomes on such date a
"Retained Employee" as defined in Section 5.8 of the Merger Agreement, or (ii)
such Employee's employment is involuntarily terminated at any time during the
1995 Plan Year as a result of staff reductions associated with the Distribution
and the Merger.



                                      -10-
<PAGE>   11
         (c) In the case of Eligible Employees whose employment with the Trust
Company terminates on or prior to the Chase Merger Closing Date, the amount of
the Incentive Award to be made to each such Employee shall be determined at or
immediately prior to the close of the Pre-Merger Period. In the case of all
other Eligible Employees, the amount of the Incentive Award to be made to each
such other Employee shall be determined at the same time as the amounts to be
awarded for the 1995 Fiscal Year to participants under the 1995 Annual
Incentive Plan of U.S. Trust Corporation are determined.

         (d) Awards made to Eligible Employees for the 1995 Plan Year shall be
payable in the manner and at the time provided in Section 8.

         (e) No Awards shall be made under this Plan for any Plan Year after 
the 1995 Plan Year.

         (f) This Plan shall automatically terminate as soon as all amounts
payable to all Eligible Employees with respect to the Awards made to them for
the 1995 Plan Year have been paid to them, or contributed to the 401(k) on
their behalf, as provided in Section 8.




                                    -11-