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                                                                EXHIBIT 10.19




                            EXECUTIVE INCENTIVE PLAN
                                       OF
                            U. S. TRUST CORPORATION

                     AS ADOPTED EFFECTIVE SEPTEMBER 1, 1995


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 Affili ated Companies by relating a significant
portion of their total compensation to the achievement of annual financial and
strategic objectives, and (ii) to 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.

         The provisions of the Plan under which payment with respect to
Restricted Units granted to a Participant may be deferred are intended to
constitute an unfunded plan of deferred compensation for "a select group of
management or highly compensated employees" within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").

2.       DEFINITIONS

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

         "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.





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         "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.

         "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 reso lution 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 9 shall not become effective, may be rescinded or countermanded at any
time with or without retroactive effect.

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

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





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

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

         "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.

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 shall be limited to 120,000 Common Shares, plus 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 pursuant to the
terms of the agreements evidencing their grants, as provided in Section
6(d)(vii).  In the event that any Restricted Units initially granted or
thereafter credited to a





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Participant shall be forfeited, the 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 determined. 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 who 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, has made contributions in
the past, and who is expected to continue to make contributions in the future,
that are critical to the success of the Corporation and its Affiliated
Companies and to the growth of their business.

         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 shall be made in accordance with the
following provisions:

         (a) At the start of the Plan Year, the 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").





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         (b) The Performance Goals established for the year shall be based upon
achievement of a specified level of earnings per share of the Corporation
and/or upon such other corporate objectives as the Committee shall determine.
The Committee shall have the authority at any time to adjust the Performance
Goals, or performance measurement standards, 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 Committee's
judgment, shall warrant such adjustment.

         (c)  The 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 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 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. The Committee shall also
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. In
the case of all Participants other than the Chief Executive Officer, the
individual goals for each Plan Year shall be set, and the Participant's
performance relative to such goals will be measured, by the Committee based
upon the recommendations of the Chief Executive Officer.

         (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 special additional Awards to particular
Participants.

         (f)  An individual who is a Participant for less than a full year
shall receive such portion of an Award, if any, for that year as the Committee
shall determine.





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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 a
Plan Year shall be the total amount of the Award earned by the Participant,
reduced by the sum of (i) 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, and (ii) the Supplemental
ESOP Contribution amount to be credited to the Participant's account under the
Executive Deferred Compensation Plan for such Plan Year, in either case 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 25% minimum referred to in the preceding sentence shall be
reduced in such manner as the Committee shall determine in its discretion, to
the extent necessary in order for the aggregate number of Restricted Units
granted with respect to Awards made to Participants hereunder for any Plan Year
not to exceed 80,000 Restricted Units.

         (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 agreement between the Corporation and the Participant in a form
approved by the Committee.  In addition to including such other terms and
conditions as the Committee may require, the agreement shall

                   (i)    specify the number of Restricted Units granted to the
Participant, and the date of grant;





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                  (ii)    provide for such Restricted Units to become vested on
         the fifth anniversary of the date of grant, or if earlier, on the date
         of the Participant's death, disability or retirement at age 65 (the
         "Vesting Date" for the Participant's Restricted Units);

                 (iii)    provide for the forfeiture of the Participant's
         Restricted Units in the event of his or her termination of employment
         prior to the Vesting Date for such Restricted Units for any reason
         other than the Participant's death, disability or retirement at age
         65, except to the extent the Committee in its discretion otherwise
         determines;

                  (iv)    require that payment with respect to the
         Participant's Restricted Units be made in the form of Common Shares;

                   (v)    provide for such payment to be made as soon as
         practicable after the Vesting Date for such Restricted Units;

                  (vi)    permit the Participant to elect to defer payment with
         respect to such Restricted Units upon such terms and conditions as are
         set forth in such agreement; and

                 (vii)    provide for the Participant to be credited with an
         additional number of Restricted Units in respect of dividends paid on
         the Corporation's Common Shares during the period from the date of
         grant to the date on which payment with respect to the Participant's
         Restricted Units is made in full.

         (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 of the Corporation and
its Affiliated Companies 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





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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 sole discretion, may deem equitable to
prevent substantial dilution or enlargement of the rights granted to, or
available for, the Participants here under.  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.

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





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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 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 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 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.

         (e)  All Restricted Units granted or credited to a Participant 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 at the
time of the Change in Control, including all Restricted Units subject to any
deferral elections made by the Participant as provided in Section 6(d)(vi). The
amount to be paid to each Participant shall be 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.

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, (ii)
reducing the payment otherwise required to be deferred pursuant to a
Participant's election under Section 6 (d)(vi) with respect to his or her
Restricted Units, by the amount so required to be withheld with respect to





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such deferred payment, and/or (iii) 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 distribution 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 this Plan be treated as unfunded for tax purposes, as well as for
purposes of any applicable pro visions 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.

         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 shall be effective as of September 1, 1995, subject, however,
to approval by the holders of a majority of the outstanding Common Shares of
the Corporation present or represented at the first meeting of the
Corporation's shareholders to be held after September 1, 1995.





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