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                                                                  EXHIBIT 10.15


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



1.       PURPOSE

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

2.       DEFINITIONS

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

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

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

         "BOARD OF TRUSTEES" shall mean the Board of Trustees of United States
Trust Company of New York.

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

                  (i)  20% or more of the common shares of the Corporation has
         been acquired by any person (as defined by Section 3(a)(9) of the
         Securities Exchange Act of 1934) other than directly from the
         Corporation;

                 (ii)  there has been a merger or equivalent combination after
         which 49% or more of the voting shares of the surviving corporation is
         held by persons other than former shareholders of the Corporation; or

                 (iii)  20% or more of the directors elected by shareholders to
         the Board of Directors of the Corporation are persons who were not
         nominated by management in the most recent proxy statement of the
         Corporation;





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provided, however, that notwithstanding anything in the Plan to the contrary,
no Change in Control shall be deemed to have occurred, and no rights arising
upon a Change in Control as provided in Section 7 shall exist, to the extent
that the Board of Trustees 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 Trustees adopted in
accordance with the provisions of this definition directing that a Change in
Control shall be deemed not to have occurred for purposes of this Plan and that
Section 7 shall not become effective, may be rescinded or countermanded at any
time with or without retroactive effect.

         "COMMITTEE" shall mean the Management Committee of the Trust Company,
or any successor committee consisting of those senior officers of the Trust
Company who are responsible for determining business and strategic policies.

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

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

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

         "EXECUTIVE DEFERRED COMPENSATION PLAN" shall mean the Executive
Deferred Compensation Plan of U.S. Trust Corporation.

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

         "PARTICIPANT" shall mean any Employee who meets the requirements set
forth in Section 3 for eligibility to participate in the Plan.

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

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

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





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3.       ELIGIBILITY FOR PARTICIPATION

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

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

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

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

4.       AWARDS

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

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

         (b) The Performance Goals established for the year shall be based upon
an annual growth in the earnings per share of the Corporation and/or upon such
other corporate objectives as the Compensation Committee shall determine.  The
Compensation Committee shall have the




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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 Compensation Committee's judgment, shall warrant such
adjustment.

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

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

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

         (f)  An Employee 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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5.       PAYMENT OF AWARDS

         The amount payable to a Participant with respect to an Award earned by
a Participant under the Plan for any Plan Year shall be the amount of the Award
so earned, reduced by the sum of (a) 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 (b) the
Supplemental ESOP Contribution amount (if any) to be credited to the
Participant's account under the Executive Deferred Compensation Plan, 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.

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

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

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

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

6.       PARTIAL AWARDS

         An Employee who is a Participant for less than a full Plan Year,
whether by reason of commencement or termination of employment or otherwise,
shall receive such portion of an





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Award, if any, for that year as the Committee shall determine based on the
recommendation of such Employee's division manager.

7.       CHANGE IN CONTROL

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

         (a)  All Performance Goals and individual goals and objectives with
respect to the Plan Year in which the Change in Control occurs (the "Year of
Change") shall be deemed to have been attained to the full and maximum extent,
and the Actual Awards Pool for the Year of Change shall be determined by
multiplying the Target Awards Pool for such year by the highest percentage
thereof established by the Compensation Committee under Section 4(a)(iii) for
determining the amount of the Actual Awards Pool for such year.

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

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

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

8.       TAXES

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

9.       DESIGNATION AND CHANGE OF BENEFICIARY



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

10.      PAYMENTS TO PERSONS OTHER THAN PARTICIPANT

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

11.      RIGHTS OF PARTICIPANTS

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

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

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



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

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

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

12.      ADMINISTRATION

         The Plan shall be administered by the Committee.  A majority of the
members of the Committee shall constitute a quorum.  The Committee may act at a
meeting, including a telephone meeting, by action of a majority of the members
present, or without a meeting by unanimous written consent.  In addition to the
responsibilities and powers assigned to the Committee elsewhere in the Plan,
the Committee shall have the authority to establish from time to time
guidelines or regulations for the administration of the Plan, interpret the
Plan, and make all determinations considered necessary or advisable for the
administration of the Plan.

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

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

13.      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 Participant 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





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comply with applicable law or any applicable rules and regulations of
government authorities, provided that the cost of the Plan to the Trust Company
is not materially increased thereby.

14.      SUCCESSOR CORPORATION

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

15.      GOVERNING LAW

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

16.      EFFECTIVE DATE

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





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