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                                                                   Exhibit 10.19


                            EXECUTIVE INCENTIVE PLAN
                                       OF
                             U. S. TRUST CORPORATION

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1997


1.       PURPOSE

         The purpose of the Executive Incentive Plan of U.S. Trust Corporation
is to (i) encourage greater focus on performance among the key executives of
U.S. Trust Corporation and its Affiliated Companies by relating a significant
portion of their total compensation to the achievement of annual financial and
strategic objectives, and (ii) promote on the part of such executives an
increased level of ownership of the Common Shares of the Corporation by
providing for a significant portion of their awards under the Plan to be paid in
the form of the Corporation's Common Shares.

2.       DEFINITIONS

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

         "AFFILIATED COMPANIES" shall mean United States Trust Company of New
York, 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.

         "AWARD" shall mean a payment earned by a Participant in accordance with
the provisions of the Plan.

         "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.
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         "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 9 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 the Plan and that Section 9 shall not
become effective may be rescinded or countermanded at any time with or without
retroactive effect.

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

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

         "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
Change in Control contained in this Section 2, the Average Market Value of


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a Common Share during the 30-day period ending on the day preceding the
occurrence of such Change in Control.

         "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 an officer of the Corporation or any of its
Affiliated Companies who is selected to participate in the Plan.

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

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

         "VESTING DATE" shall mean, with respect to any Restricted Units granted
to a Participant hereunder, the date on which such Restricted Units become
vested, as provided in Section 6(d) or Section 9(e).

3.       MAXIMUM NUMBER OF COMMON SHARES OF STOCK AVAILABLE FOR AWARDS

         Notwithstanding any other provision of the Plan, the number of Common
Shares that may be distributed with respect to Restricted Units granted under
the Plan after January 1, 1997 (whether distributed under the Plan or under the
Deferred Restricted Unit Plan of U.S. Trust Corporation) shall be limited to the
sum of (i) 150,000 Common Shares, plus (ii) that number of Common Shares, out of
the total number of Common Shares approved prior to January 1, 1997 by the
Corporation's shareholders for the grant of Restricted Units hereunder that were
not covered by Restricted Units granted hereunder prior to January 1, 1997, plus
(iii) a number of Common Shares equal to the total number of additional
Restricted Units credited to Participants with respect to dividends paid on
Common Shares, as provided in Section 6(d)(ii). If any Restricted Units
initially granted or thereafter credited to a Participant shall be forfeited,
the


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number of Common Shares no longer payable with respect to the Restricted Units
so forfeited shall thereupon be released and shall thereafter be available for
new grants of Restricted Units under the Plan. The limitation provided under
this Section 3 shall be subject to adjustment as provided in Section 7.

         The Common Shares distributed under the Plan may be authorized and
unissued shares, shares held in the treasury of the Corporation, or shares
purchased on the open market by the Corporation at such time or times and in
such manner as it may determine. The Corporation shall be under no obligation to
acquire Common Shares for distribution to Participants before payment in Common
Shares is due.

4.       PARTICIPATION

         Participants in the Plan shall be limited to those officers of the
Corporation and its Affiliated Companies whom the Committee, in its sole
discretion, selects to participate in the Plan.

         The Committee may select as a Participant for any Plan Year any officer
who, in the sole judgment of the Committee, is expected to make contributions
that are critical to the success of the Corporation and its Affiliated Companies
and to the growth of their businesses.

         Any person who has been selected as a Participant for any Plan Year
shall continue to be a Participant in the Plan for each subsequent Plan Year
during the period of his or her employment, subject, however, to the Committee's
right to terminate such individual's participation in the Plan as of any Plan
Year commencing after the date on which the Committee makes its determination to
terminate such individual's participation.

5.       AWARDS

         Awards for any Plan Year beginning on or after January 1, 1997 shall be
made in accordance with the following provisions:

         (a) Within such period of time after the start of the year as may be
permitted by the regulations issued under section 162(m) of the Code, the
Committee shall establish in writing (i) the corporate performance goal (the
"Performance Goal") that will apply in determining the Awards for the year, (ii)
the aggregate amount that will be available for Awards for the year if the
Performance Goal is 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 the Performance Goal, which
percentages may be greater than 100% if the Performance Goal is exceeded and
less than 100% if the Performance Goal has not been fully achieved (the "Actual
Awards Pool").


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         (b) The Performance Goal to be established for the year shall be the
achievement of such level of Adjusted Earnings Per Share of the Corporation as
the Committee shall determine. The Corporation's "Adjusted Earnings Per Share"
for any year shall mean the Corporation's reported earnings per share for the
year as determined on a fully diluted basis, adjusted so as to eliminate the
effects of any (i) charges to earnings for any acquisitions, divestitures,
discontinuance of business operations, restructuring or any other special
charges that are separately disclosed in the Corporation's Annual Report for the
year, (ii) charges to earnings for the cumulative effect of any accounting
changes, and (iii) charges to earnings for any "extraordinary items" as
determined under generally accepted accounting principles.

         (c) The Target Awards Pool to be established for the year shall be
determined by the Committee 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 Committee may,
in its 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) As of the end of the Plan Year, the Committee shall determine the
extent to which the Performance Goal for the year has been met and, based
thereon, the amount of the Actual Awards Pool. The Committee shall not have any
discretion to increase the Actual Awards Pool, as so determined; but the
Committee may, in its discretion, reduce the amount of the Actual Awards Pool,
as so determined, to reflect any charges to earnings that were not taken into
account in determining the Corporation's Adjusted Earnings Per Share for the
year pursuant to Section 5(b)(i), (ii) or (iii), or to reflect any other events,
circumstances or factors which the Committee believes to be appropriate in
determining the total amount to be made available for Awards to Participants for
the year.

         (e) After determining the Actual Awards Pool in accordance with Section
5(d), the Committee shall determine the amount of the Award, if any, earned for
the year by each Participant, in accordance with the following rules:

                  (i) In the case of any Participant who, on the last day of the
         year, is the Chief Executive Officer of the Corporation or one of the
         four highest compensated officers of the Corporation other than its
         Chief Executive Officer (each such Participant is referred to
         hereinafter as a "Covered Executive"), the Award payable to the Covered
         Executive for the year shall be equal to (A) the portion of his or her
         base salary taken into account in determining the Target Awards Pool
         for the year, multiplied by (B) the percentage determined by dividing
         (1) the amount of the Actual Awards Pool for the year as finally
         determined under Section 5(d) by (2) the amount of the Target Awards
         Pool for the year. The Committee shall not have any discretion to
         increase the amount of any Covered Executive's Award, as so determined;
         but the Committee may, in its discretion, reduce the amount of any
         Covered Executive's Award, as so determined, to reflect the


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         Committee's evaluation of the Covered Executive's individual
         performance or to reflect any other factors the Committee deems
         appropriate in determining the amount of the Covered Executive's Award
         for the year.

                 (ii) In the case of each Participant who is not a Covered
         Executive, the amount of the Award, if any, earned by such Participant
         for the year shall be determined by the Committee, in its discretion,
         based on the level of such Participant's achievement of the goals and
         objectives established for the Participant at the start of the year and
         on such other factors as the Committee deems appropriate. The
         individual goals for each such Participant for each Plan Year shall be
         set, and such Participant's performance relative to such goals shall be
         measured, by the Committee based upon the recommendations of the Chief
         Executive Officer.

                (iii) 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 special additional
         Awards to any Participant who is not a Covered Executive or to any
         group of such Participants.

                 (iv) Notwithstanding any other provision herein to the
         contrary, the amount of the Award payable to any Participant for any
         year shall not exceed $2.5 million, as adjusted annually beginning in
         1998 to reflect percentage increases in the Consumer Price Index.

                  (v) A Participant who terminates employment with the
         Corporation and its Affiliated Companies prior to the end of any Plan
         Year shall receive such portion of an Award, if any, for that year as
         the Committee shall determine.

         (f) All actions taken by the Committee hereunder in determining the
Awards payable to Participants for each year shall be reflected in the minutes
of the meetings of the Committee at which such actions were taken.

6.       PAYMENT OF AWARDS

         The amount payable hereunder to a Participant with respect to an Award
earned for any Plan Year shall be determined in accordance with the following
provisions:

         (a) The amount payable with respect to a Participant's Award for any
Plan Year beginning on or after January 1, 1996, shall be the total amount of
the Award earned by the Participant, 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)


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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.

         (b) The amount payable with respect to a Participant's Award, as
determined under (a) above, shall be payable partly in cash and partly in the
form of Restricted Units (the portions so payable are hereinafter referred to,
respectively, as the "Cash Portion", and the "Restricted Units Portion", of the
Participant's Award), in such percentages as the Committee in its discretion
shall determine; provided, however, that the Restricted Units Portion shall be
equal to at least 25%, and shall not exceed 33-1/3%, of the total amount so
payable with respect to the Participant's Award. Notwithstanding the foregoing,
the aggregate number of Restricted Units granted with respect to Awards made to
Participants hereunder for any Plan Year shall not exceed 80,000 Restricted
Units. The 25% minimum and 33-1/3% maximum for the Restricted Units Portion of a
Participant's Award referred to in the second preceding sentence shall be
reduced in such manner as the Committee shall determine, in its discretion, to
the extent necessary to comply with the foregoing limitation.

         (c) The number of Restricted Units to be granted to a Participant with
respect to the Restricted Units Portion of the Participant's Award shall be
determined by dividing the amount of the Restricted Units Portion by the Average
Market Value of one Common Share on the date on which the Committee makes its
determination of the Awards earned by Participants for the Plan Year in
question.

         (d) The grant of Restricted Units with respect to the Restricted Units
Portion of a Participant's Award for any Plan Year shall be evidenced by a
written notice to the Participant specifying the number of Restricted Units
granted to the Participant, and the date of grant. In addition to such other
terms and conditions as the Committee may require in such notice, each grant of
Restricted Units to a Participant hereunder shall be subject to the following
terms and conditions:

                    (i) The Restricted Units covered by such grant shall become
         vested on the fifth anniversary of the date of grant, or if earlier, on
         the date of the Participant's death, permanent disability, or
         retirement on or after the date on which the Participant attains age
         65.

                   (ii) Until the Vesting Date for the Restricted Units covered
         by such grant, additional Restricted Units shall be credited to the
         Participant, with respect to the Restricted Units so granted, as of
         each date on which the Corporation pays a dividend on its Common Shares
         ("Dividend Payment Date"). The number of additional Restricted Units to
         be credited shall be determined by first multiplying (A) the sum of (1)
         the number of Restricted Units covered by such grant, plus (2) the
         total number of additional Restricted Units credited to the Participant
         with respect to such Restricted Units prior to such Dividend Payment
         Date, by (B) the per-share dollar amount of the dividend so paid,


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         and then, dividing the resulting amount by the Average Market Value of
         one Common Share on the Dividend Payment Date. Any additional
         Restricted Units credited to the Participant with respect to the
         Restricted Units covered by such grant shall become vested on the
         Vesting Date for the Restricted Units so granted.

                  (iii) If the Restricted Units covered by such grant become
         vested, payment with respect to such Restricted Units, and with respect
         to the additional Restricted Units credited to the Participant under
         (ii) above in respect of such Restricted Units, shall be made as soon
         as practicable after the Vesting Date for the Restricted Units so
         granted, except as otherwise provided in (iv) below. Subject to
         provisions of Section 6(f), payment shall be made in the form of a
         single lump sum payment consisting of (A) a number of Common Shares
         equal to the total number of whole Restricted Units that become vested
         on such Vesting Date, and (B) a cash payment in an amount determined by
         multiplying (1) the fractional part of a Restricted Unit that becomes
         vested on such Vesting Date, by (2) the Average Market Value of one
         Common Share on such Vesting Date.

                   (iv) To the extent that the Participant has elected, under
         the applicable provisions of the Deferred Restricted Unit Plan of U.S.
         Trust Corporation, to defer payment with respect to any Restricted
         Units that become vested, the Corporation's obligation under this Plan
         for making payment with respect to such Restricted Units shall be fully
         discharged upon the crediting of such Restricted Units to the
         Participant's account under the Deferred Restricted Unit Plan in
         accordance with the applicable provisions of such plan.

                    (v) In the event the Participant's employment terminates for
         any reason prior to the Vesting Date for the Restricted Units covered
         by such grant, the Restricted Units covered by such grant, and any
         additional Restricted Units credited to the Participant under (ii)
         above with respect to such Restricted Units, shall be forfeited, except
         to the extent the Committee in its discretion otherwise determines.

         (e) The Cash Portion of a Participant's Award for any Plan Year shall
be paid in the form of a single lump sum cash payment as soon as practicable
after the end of such Plan Year, except to the extent that the Participant (i)
has elected, under the applicable provisions of the 401(k) Plan, to have any
part of such portion of such Award reduced, and to have an amount equal to such
part contributed to the 401(k) Plan on the Participant's behalf and/or (ii) has
elected, under the applicable provisions of the Executive Deferred Compensation
Plan, to defer any part of such portion of such Award.

         (f) With respect to that part of the Cash Portion of any Award that is
subject to a Participant's election under the 401(k) Plan, an amount equal to
such part of the Cash Portion shall be contributed to the 401(k) Plan on behalf
of the Participant; and thereupon, the obligation


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of the Corporation and its Affiliated Companies under this Plan with respect to
payment of such part of the Cash 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.

         (g) With respect to that part of the Cash Portion of any Award that is
subject to a Participant's election under the Executive Deferred Compensation
Plan, the obligation of the Corporation and its Affiliated Companies under this
Plan with respect to payment of such part of the Cash Portion of the Award shall
be fully discharged upon the crediting of such part of the Cash Portion of the
Award to the Participant's account under the Executive Deferred Compensation
Plan in accordance with the applicable provisions of such plan.

         (h) All liabilities in respect of the Cash Portion of Awards earned by
Participants under the Plan shall be discharged by the respective Affiliated
Companies employing such Participants.

7.       CERTAIN ADJUSTMENTS TO PLAN SHARES

         In the event of any change in the Common Shares by reason of any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or any rights offering to purchase Common
Shares at a price substantially below fair market value, or any similar change
affecting the Common Shares, the number and kind of shares represented by
Restricted Units shall be appropriately adjusted consistent with such change in
such manner as the Committee, in its discretion, may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available for,
the Participants hereunder. The Committee shall give notice to each Participant
of any adjustment made pursuant to this Section and, upon such notice, such
adjustment shall be effective and binding for all purposes.

8.       LISTING AND QUALIFICATION OF COMMON SHARES

         The Corporation, in its discretion, may postpone the issuance,
delivery, or distribution of Common Shares pursuant to a grant of Restricted
Units until completion of such stock exchange listing or other qualification of
such shares under any state or federal law, rule or regulation as the
Corporation may consider appropriate, and may require any Participant or
Beneficiary to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of the shares
in compliance with applicable laws, rules and regulations.


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9.       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 percentage
thereof established by the Committee under Section 5(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 Committee in determining the
Target Awards Pool for the Year of Change, and the denominator of which is the
sum of such amounts for all Participants.

         (c) As soon as practicable following the Change in Control, all Awards
which under (a) above 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 10 and
by the amount of any ESOP Contributions to be made on behalf of Participants
under the 401(k) Plan for the Year of 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.

         (e) All Restricted Units granted or credited to a Participant hereunder
that had not previously become vested shall become vested upon the occurrence of
the Change in Control.

         (f) The Corporation shall make payment to each Participant with respect
to all of the Restricted Units standing to his or her credit under the Plan at
the time of the Change in Control. Payment to each Participant shall be made in
the form of a single lump sum payment, in an amount determined by multiplying
the aggregate number of Restricted Units then standing to the Participant's
credit by the Determined Value of one Common Share. All amounts payable to
Participants pursuant to this Section 9(f), reduced by any taxes withheld
pursuant to Section 10, shall be paid to such Participants as soon as
practicable following the Change in Control.


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10.      TAXES

         The Corporation or any of its Affiliated Companies may make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of all federal, state and local taxes required by law to be withheld
with respect to amounts payable under the Plan including, but not limited to (i)
deducting the amount so required to be withheld from any other amount then or
thereafter payable to a Participant or Beneficiary, and/or (ii) requiring a
Participant or Beneficiary to pay to the Corporation or any of its Affiliated
Companies the amount so required to be withheld as a condition of the issuance,
delivery, or distribution of any Common Shares. The Committee may permit such
amount to be paid in Common Shares previously owned by the Participant, or a
portion of the Common Shares that otherwise would be distributed to such
Participant in respect to his or her vested Restricted Units, or a combination
of cash and such Common Shares.

11.      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 any
amount, or any Common Shares, 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 11, or if no Beneficiary designated
by the Participant in accordance with the provisions hereof survives to receive
any amount, or any Common Shares, 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.

12.      PAYMENTS TO PERSONS OTHER THAN PARTICIPANT

         If the Committee shall find that any person to whom any amount, or any
Common Shares, 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, or
payment of such Common Shares, 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 Corporation or the applicable Affiliated Company therefor.


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13.      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 Corporation with respect to his or her right to receive any payment under
the Plan. The Plan shall constitute a mere promise by the Corporation or the
applicable Affiliated Company to make payments in the future of the benefits
provided for herein. It is intended that the arrangements reflected in the 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
Corporation or any of its Affiliated Companies.

         (d) No Participant shall have the right, by virtue of having been
selected as 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 any of its Affiliated Companies, except as
specifically provided in any such plan or as otherwise determined by the Board
of Directors.

14.      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 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, in its discretion, 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 Corporation.

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


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         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 Corporation shall indemnify and hold harmless each
member of the Committee, and each employee, officer, director or trustee of the
Corporation or any of its Affiliated Companies 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.

15.      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
Corporation and its Affiliated Companies is not materially increased thereby.

16.      SUCCESSOR CORPORATION

         The obligations of the Corporation under the Plan shall be binding upon
any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Corporation, or upon any successor
corporation or organization succeeding to substantially all of the assets and
business of the Corporation. The Corporation 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.

17.      GOVERNING LAW

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


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18.      EFFECTIVE DATE

         The Plan was adopted effective as of September 1, 1995. The amendments
reflected in this restatement of the Plan shall be effective as of January 1,
1997, subject, however, in the case of the amendments to Sections 3 and 5, to
approval by the shareholders of the Corporation by a majority of the votes cast
in person or by proxy at the annual meeting of the Corporation's shareholders to
be held on April 22, 1997. The Committee may grant Restricted Units as provided
herein prior to such shareholder approval, subject to such approval being
obtained at such meeting.


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