<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
The Bank of New York Company, Inc.
(Exact name of registrant as specified in its charter)
New York 13-2614959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
48 Wall Street
New York, New York 10286
(Address of Principal Executive Offices, including Zip Code)
Employees' Stock Purchase Plan of The Bank of New York Company,
Inc.
Employees' Profit-Sharing Plan of The Bank of New York Company,
Inc.
1993 Long-Term Incentive Plan of The Bank of New York Company,
Inc.
(Full title of the plans)
__________________________________
Charles E. Rappold II, Secretary
The Bank of New York Company, Inc.
One Wall Street
New York, New York 10286
(Name and address of agent for service)
__________________________________
(212) 635-1466
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
Common Stock, 9,000,000 shares $27.187(1) $244,683,000(1) $84,374
$7.50 par value
Preferred Stock 9,000,000 rights (2) (2) (2)
Purchase Rights
<PAGE>
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) under the
Securities Act of 1933, based upon the average of the high
and low prices of the Registrant's Common Stock as reported
on the New York Stock Exchange Consolidated Tape on December
12, 1994.
(2) There is no independent market for the Preferred Stock
Purchase Rights (the "Rights") at this time. Until the
occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for the
Common Stock and will be transferred along with and only
with such securities. The market price of each share of
Common Stock includes the value of the share of Common Stock
together with the value of the Right appertaining thereto.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Bank of New York
Company, Inc. (the "Company") (File No. 1-6152) with the
Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, and its amendment on Form
10-K/A dated September 19, 1994, filed pursuant to Section 13 of
the Exchange Act;
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30,
1994;
3. The Company's Current Reports on Form 8-K for the
report dates January 14, March 8, April 12, July 14, October 13,
and December 6, 1994;
4. The description of The Company's Common Stock and the
related Preferred Stock Purchase Rights contained in the
Company's Registration Statement filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for
the purpose of updating such description; and
5. The Profit-Sharing Plan's Report on Form 11-K for the
year ended December 31, 1993.
All documents filed by the Company and the Profit-Sharing
Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all the Common Stock offered hereby has
been sold or which deregisters all the Common Stock then
remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
II - 3
<PAGE>
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel
The legality of the securities covered by this Registration
statement has been passed upon for the Company by Paul A.
Immerman, Esq., Senior Counsel of The Bank of New York.
The consolidated financial statements and related schedules
in the Company's Annual Report on Form 10-K dated December 31,
1993 incorporated by reference herein have been incorporated
herein in reliance upon the report of Deloitte & Touche,
independent certified public accountants, and upon the authority
of said firm as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers
The By-Laws (Section 7.1) of the Company provide the
following:
Except to the extent expressly prohibited by the New
York Business Corporation Law, the Company shall indemnify any
person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact
that such person or such person's testator or intestate is or
was a director or officer of the Company, or serves or served at
the request of the Company any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
in any capacity, against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including attorneys'
fees, incurred in connection with such action or proceeding, or
any appeal therein; provided that no such indemnification shall
be made if a judgment or other final adjudication adverse to
such person establishes that his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that
he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled; and
provided further that no such indemnification shall be required
with respect to any settlement or other nonadjudicated
disposition of any threatened or pending action or proceeding
unless the Company has given its prior consent to such
settlement or other disposition.
The Company may advance or promptly reimburse upon request
any person entitled to indemnification hereunder for all
expenses, including attorneys' fees, reasonably incurred in
defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on
behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or, where
indemnification is granted, to the extent the expenses so
II - 4
<PAGE>
advanced or reimbursed exceed the amount to which such person is
entitled; provided, however, that such person shall cooperate in
good faith with any request by the Company that common counsel
be utilized by the parties to an action or proceeding who are
similarly situated unless to do so would be inappropriate due to
actual or potential differing interests between or among such
parties.
Nothing herein shall limit or affect any right of any
person otherwise than hereunder to indemnification or expenses,
including attorneys' fees, under any statute, rule, regulation,
certificate of incorporation, by-law, insurance policy, contract
or otherwise.
Anything in these By-laws to the contrary
notwithstanding, no elimination of this By-law, and no amendment
to this By-law adversely affecting the right of any person to
indemnification or advancement of expenses hereunder, shall be
effective until the 60th day following notice to such person of
such action, and no elimination of or amendment to this By-law
shall deprive any person of his or her rights hereunder arising
out of alleged or actual occurrences, acts or failures to act
prior to such 60th day.
The Company shall not, except by elimination of or
amendment to this By-law in a manner consistent with the
preceding paragraph, take any corporate action or enter into any
agreement which prohibits, or otherwise limits the rights of any
person to, indemnification in accordance with the provisions of
this By-Law. The indemnification of any person provided by this
By-Law shall continue after such person has ceased to be a
director or officer of the Company and shall inure to the
benefit of such person's heirs, executors, administrators and
legal representatives.
The Company is authorized to enter into agreements with
any of its directors or officers extending rights to
indemnification and advancement of expenses to such person to
the fullest extent permitted by applicable law, but the failure
to enter into any such agreement shall not affect or limit the
rights of such person pursuant to this By-law, it being
expressly recognized hereby that all directors or officers of
the Company by serving as such after the adoption hereof, are
acting in reliance hereon and that the Company is estopped to
contend otherwise.
In case any provision in this By-law shall be determined at
any time to be unenforceable in any respect, the other
provisions shall not in any way be affected or impaired thereby,
and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the
Company to afford indemnification and advancement of expenses to
its directors and officers, acting in such capacities or in the
II - 5
<PAGE>
other capacities mentioned herein to the fullest extent
permitted by law.
For purposes of this By-law, the Company shall be deemed
to have requested a person to serve an employee benefit plan
where the performance by such person of his or her duties to the
Company also imposes duties on, or otherwise involves services
by, such person to the plan or participants or beneficiaries of
the plan, and excise taxes assessed on a person with respect to
any employee benefit plan pursuant to applicable law shall be
considered indemnifiable expenses. For purposes of this By-law,
the term "Company" shall include any legal successor to the
Company, including any corporation which acquires all or
substantially all of the assets of the Company in one or more
transactions.
A person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or
proceeding of the character described in the first paragraph of
this By-law shall be indemnified as authorized in such
paragraph. Except as provided in the preceding sentence and
unless ordered by a court, indemnification under this By-law
shall be made by the Company if, and only if, authorized in the
specific case:
(1) By the Board of Directors acting by a quorum
consisting of directors who are not parties
to such action or proceeding upon a finding
that the director or officer has met the
standard of conduct set forth in the first
paragraph of this By-law, or,
(2) If such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors
so directs:
(a) by the Board of Directors upon the opinion in
writing of independent legal counsel that
indemnification is proper in the circumstances
because the standard of conduct set forth in the
first paragraph of this By-law has been met by
such director or officer, or
(b) by the shareholders upon a finding that the
director or officer has met the applicable
standard of conduct set forth in such paragraph.
If any action with respect to indemnification of directors and
officers is taken by way of amendment of these By-Laws,
resolution of directors, or by agreement, the Company shall, not
later than the next annual meeting of shareholders, unless such
meeting is held within three months from the date of such action
and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled
II - 6
<PAGE>
to vote for the election of directors a statement specifying the
action taken.
With certain limitations, Sections 721 through 726 of
the New York Business Corporation Law permit a corporation to
indemnify a director or officer made a party to an action (i) by
a corporation or in its right in order to procure a judgement in
its favor unless he shall have breached his duties, or (ii)
other than an action by or in the right of the corporation in
order to procure a judgment in its favor if such director or
officer acted in good faith and in a manner reasonably believed
to be in or, in certain cases, not opposed to such corporation's
best interests, and additionally, in criminal actions, had no
reasonable cause to believe his conduct was unlawful.
In addition, the Company maintains a directors and
officers insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
4.1 Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994.
4.2 By-laws of the Company, incorporated by reference to
Exhibit 3(a) to the Company's 1987 Annual Report on
Form 10-K.
4.3 Rights Agreement, including form of Preferred Stock
Purchase Rights, incorporated herein by reference to
the Company's Registration Statement on Form 8-A
dated December 18, 1985.
4.4 First Amendment, dated as of June 13, 1989, to the
Rights Agreement, including form of Preferred Stock
Purchase Right, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The
Bank of New York, as Rights Agent, incorporated by
reference to the amendment on Form 8, dated June 14,
1989, to the registrant's Registration Statement on
Form 8-A, dated December 18, 1985.
II - 7
<PAGE>
4.5 Second Amendment, dated as of April 30, 1993, to the
Rights Agreement, including form of Preferred Stock
Purchase Right, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The
Bank of New York, as Rights Agent, incorporated by
reference to the amendment on Form 8-A/A, dated
April 30, 1993, to the registrant's Registration
Statement on Form 8-A, dated December 18, 1985.
4.6 Third Amendment, dated as of March 8, 1994, to the
Rights Agreement, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The
Bank of New York, as Rights Agent, incorporated by
reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K for the Report Date March 8,
1994.
4.7 Specimen of Certificate for the Company's Common
Stock, incorporated by reference to exhibit 4.4
to the Company's Registration Statement on Form S-
8 filed January 29, 1993 (Registration No. 33-
57670).
4.8 Employees' Stock Purchase Plan of The Bank of New
York Company, Inc., incorporated by reference to
exhibit 4.5 to the Company's Registration Statement
on Form S-8 filed January 29, 1993 (Registration
No. 33-57670).
4.9 Employees' Profit Sharing Plan of The Bank of New
York Company, Inc.
4.10 1993 Long-Term Incentive Plan of The Bank of New
York Company, Inc.
4.11 1993 Long-Term Incentive Plan of The Bank of New
York Company, Inc. Form of Performance Share
Agreement.
5.1 Opinion of Counsel
5.2 Determination Letter from the Internal Revenue
Service regarding the Profit-Sharing Plan
(incorporated herein by reference to Exhibit 5.2 to
the Company's Registration Statement on Form S-8
filed January 29, 1993 (Registration No. 33-57670)).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
II - 8
<PAGE>
23.3 Consent of counsel (included in Exhibit 5.1 to this
Registration Statement).
24 Powers of Attorney
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
II - 9
<PAGE>
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant has received a favorable
determination letter from the Internal Revenue Service (the
"IRS") dated June 23, 1986, with respect to the Profit-Sharing
Plan. The Plan has been amended since the date of the favorable
determination letter and the undersigned registrant has
submitted the Plan, as amended, to the IRS for a favorable
determination letter on its continued qualification and
undertakes to make all changes required by the IRS in order to
obtain such letter.
II - 10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and the State of New York, on the 13th day
of December, 1994.
The Bank of New York Company, Inc.
By: /s/ Deno D. Papageorge
_______________________________
Deno D. Papageorge
Senior Executive Vice President
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on the 13th day of
December, 1994.
Signature Title
Chairman of the Board and
Chief Executive Officer
/s/ (J. Carter Bacot) (Principal Executive
_____________________________ Officer) and Director
(J. Carter Bacot)
Senior Executive Vice
President
/s/ (Deno D. Papageorge) (Principal Financial
_____________________________ Officer)
(Deno D. Papageorge)
Comptroller
(Principal
Accounting Officer)
/s/ (Robert E. Keilman)
_____________________________
(Robert E. Keilman)
Director
(Richard Barth)
* Director
(William R. Chaney)
II - 11
<PAGE>
Signature Title
* Vice Chairman and Director
(Samuel F. Chevalier)
* Director
(Anthony P. Gammie)
Director
(Ralph E. Gomory)
* Vice Chairman and Director
(Alan R. Griffith)
* Director
(Edward L. Hennessy, Jr.)
* Director
(John C. Malone)
* Director
(Donald L. Miller)
* Director
(H. Barclay Morley)
* Director
(Martha T. Muse)
* Director
(Catherine A. Rein)
II - 12
<PAGE>
Signature Title
* President and Director
(Thomas A. Renyi)
* Director
(Harold E. Sells)
* Director
(Delbert C. Staley)
* Director
(W.S. White, Jr.)
* Director
(Samuel H. Woolley)
* Deno D. Papageorge, by signing
his name hereto on December 13,
1994,does hereby sign this document
on behalf of each of the indicated
directors of the registrant pursuant
to powers of attorney duly executed
by such persons.
/s/ Deno D. Papageorge
- ------------------------------------
Deno D. Papageorge, Attorney-in-Fact
9633I
II - 13
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
4.1 Restated Certificate of Incorporation of the
Company, incorporated by reference to Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1994.
4.2 By-laws of the Company, incorporated by reference
to Exhibit 3(a) to the Company's 1987 Annual
Report on Form 10-K.
4.3 Rights Agreement, including form of Preferred
Stock Purchase Rights, incorporated herein by
reference to the Company's Registration Statement
on Form 8-A dated December 18, 1985.
4.4 First Amendment, dated as of June 13, 1989, to the
Rights Agreement, including form of Preferred
Stock Purchase Right, dated as of December 10,
1985, between The Bank of New York Company, Inc.
and The Bank of New York, as Rights Agent,
incorporated by reference to the amendment on Form
8, dated June 14, 1989, to the registrant's
Registration Statement on Form 8-A, dated December
18, 1985.
4.5 Second Amendment, dated as of April 30, 1993, to
the Rights Agreement, including form of Preferred
Stock Purchase Right, dated as of December 10,
1985, between The Bank of New York Company, Inc.
and The Bank of New York, as Rights Agent,
incorporated by reference to the amendment on Form
8-A/A, dated April 30, 1993, to the registrant's
Registration Statement on Form 8-A, dated December
18, 1985.
4.6 Third Amendment, dated as of March 8, 1994, to the
Rights Agreement, dated as of December 10, 1985,
between The Bank of New York Company, Inc. and The
Bank of New York, as Rights Agent, incorporated by
reference to Exhibit 4(a) to the Company's Current
Report on Form 8-K for the Report Date March 8,
1994.
4.7 Specimen of Certificate for the Company's
Common Stock, incorporated by reference to
exhibit 4.4 to the Company's Registration
Statement on Form S-8 filed January 29, 1993
(Registration No. 33-57670).
4.8 Employees' Stock Purchase Plan of The Bank of
New York Company, Inc., incorporated by reference
to exhibit 4.5 to the Company's Registration
Statement on Form S-8 filed January 29, 1993
(Registration No. 33-57670).
4.9 Employees' Profit Sharing Plan of The Bank of
New York Company, Inc.
4.10 1993 Long-Term Incentive Plan of The Bank of New
York Company, Inc.
<PAGE>
4.11 1993 Long-Term Incentive Plan of The Bank of New
York Company, Inc. Form of Performance Share
Agreement.
5.1 Opinion of Counsel
5.2 Determination Letter from the Internal Revenue
Service regarding the Profit-Sharing Plan
(incorporated herein by reference to Exhibit 5.2
to the Company's Registration Statement on Form S-
8 filed January 29, 1993 (Registration No. 33-
57670)).
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of counsel (included in Exhibit 5.1 to
this Registration Statement).
24 Powers of Attorney
<PAGE>
EXHIBIT 4.9
EMPLOYEES' PROFIT-SHARING PLAN OF
THE BANK OF NEW YORK COMPANY, INC.
SECTION 1. Definitions.
(1) "Act" shall mean the Employee Retirement
Income Security Act of 1974.
(2) "Annual Addition" means the sum for any Plan
Year of (a) Contributing Company contributions, (b) a
Participant's voluntary contributions and (c) forfeitures
allocated to the Participant under this Plan and any other
defined contribution plan maintained by the Company or a
Subsidiary.
(3) "Board of Directors of the Company" shall
mean (a) the Board of Directors of the Company or the
Executive Committee of the Board of Directors of the
Company, and (b) other than with respect to the termination
of the Plan or amendments of the Plan which would
(i) significantly reduce or increase benefits under the Plan
or (ii) have a material financial impact on the Plan, the
Pension Committee of the Board of Directors of the Company.
(4) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(5) The "Company" shall mean The Bank of New York
Company, Inc.
(6) "Committee" shall mean the Committee consti-
tuted to administer the Plan as set forth in Section 9.
(7) "Compensation" shall mean the regular fixed
basic salary received from the Company or a Subsidiary by an
-1-
<PAGE>
Employee during a Plan Year, including the amount, if any,
by which the regular fixed basic salary is reduced (a) under
the terms of The Bank of New York Company, Inc. Benefits
Plus Plan and (b) on account of a contribution made by an
Employee under this Plan, but exclusive of profit-sharing
distributions under this Plan and other special payments.
In no event shall Compensation for purposes of the Plan, for
any Plan Year after December 31, 1993, exceed $150,000, as
adjusted for increases in the cost of living pursuant to
Section 401(a)(17) of the Code.
(8) "Continuous Service" means an Employee's
period of uninterrupted service with the Company or a Sub-
sidiary commencing as of the date he completes his first
Hour of Service (either when initially employed or following
a One-Year Break in Service), and ending when he incurs a
Severance from Service. Service with a corporation which is
a Subsidiary or with a division of the Company or a Sub-
sidiary prior to the date such corporation or division
became a Subsidiary or a division shall, except to the
extent provided by the Committee on a uniform and
nondiscriminatory basis for similarly situated employees, be
excluded from Continuous Service. Notwithstanding the
foregoing, Continuous Service shall also include the
following service as if such service were with the Company
or a Subsidiary:
(i) service of employees of Irving Bank
Corporation and the "Company" (as such term is
-2-
<PAGE>
defined in the Cash Supplementary Compensation
Plan of Irving Trust Company and its Affiliates)
with Irving Bank Corporation and its
subsidiaries prior to the "Effective Time" (as
such term is defined in the Agreement and Plan
of Merger, dated as of October 7, 1988, by and
among Irving Bank Corporation, the Company and
XYZ Corporation);
(ii) service of employees of Barclays Bank
PLC ("Barclays") and Barclays Bank of New York
("BBNY") who become Employees on the "Closing
Date", as defined in Section 7.7(a) of the
Purchase and Assumption Agreement, dated as of
June 17, 1992, among Barclays, BBNY and The Bank
of New York (without regard to the second
sentence of subsection (iii) thereof) with
Barclays, BBNY or its or their affiliates
(including periods of employment with any other
employer which are taken into account under the
Barclays Bank PLC USA Staff Pension Plan); and
(iii) service of employees of National
Community Bank of New Jersey (and its
predecessors) prior to the "Effective Time", as
defined in the Agreement and Plan of Merger,
dated as of January 29, 1993, by and among the
Company, B.N.Y. Holdings (New Jersey)
Corporation and National Community Banks, Inc.
-3-
<PAGE>
(9) "Contributing Company" shall mean the
Company, and each of its Subsidiaries which adopts and joins
in the Plan by resolution of its Board of Directors with the
consent of the Board of Directors of the Company.
(10) "Employee" means any person who is employed
by and receives compensation from the Company or a Sub-
sidiary. For purposes of this subsection, any Subsidiary
which was a "Company" (as such term is defined in the Cash
Supplementary Compensation Plan of Irving Trust Company and
its Affiliates) shall be deemed to be a Contributing
Company.
(11) "Hour of Service" means each hour for which
an Employee is directly or indirectly paid or entitled to
payment by the Company or a Subsidiary for the performance
of duties.
(12) "Income" for any year shall mean the con-
solidated net income of the Company for such year, as
reported to stockholders, but adjusted to exclude (a) the
net income determined according to its usual accounting pro-
cedures, of any subsidiary which is not a Contributing
Company, and (b) the deduction of consolidated contributions
to the Plan. Such consolidated income shall be further
adjusted to exclude to the extent, if any, determined by the
Board of Directors of the Company (i) the deduction of
interest on any debt obligation issued by a Contributing
Company after December 31, 1971 and (ii) unusual or non-
recurring items of income and expense.
-4-
<PAGE>
(13) "One-Year Break in Service" means a
12 consecutive-month period commencing as of the date an
Employee incurs a Severance from Service during which he
does not accrue an Hour of Service; provided, however, an
Employee shall not incur a One-Year Break in Service on
account of (i) an authorized leave of absence approved by
the Committee pursuant to uniform rules adopted by it, or
(ii) a period of service with the Armed Forces of the United
States of America, provided that the Employee resumes
employment with the Company or a Subsidiary immediately
following the end of the leave of absence or, with respect
to military service, within the time prescribed by law.
(14) "Participant" shall mean any Employee who
becomes a Participant in the Plan as set forth in Sec-
tion 2(2).
(15) "Plan" shall mean the Employees' Profit-
Sharing Plan of The Bank of New York Company, Inc.
(16) "Plan Year" means the twelve-month period
beginning on January 1 and ending on December 31 and shall
also be the limitation year for purposes of Section 415 of
the Code.
(17) "Profit-Sharing Contribution" shall mean for
any Plan Year an amount equal to the lesser of (i) 10% of
Income or (ii) 15% of the Compensation of all Employees for
whom a contribution is made; provided, however, such amount
shall be reduced by the amount, if any, necessary to prevent
the potential allocation for any Participant under Section 4
-5-
<PAGE>
from exceeding $30,000 (or such higher amount to which
$30,000 has been adjusted pursuant to Section 415(d) of the
Code to reflect increases in the cost of living), determined
on the basis that any such Participant does not make a
voluntary contribution under Section 5 for such Plan Year.
To the extent a reimbursement by a Contributing Company of
any expenses incurred by the Plan is treated as a contri-
bution for purposes of the Internal Revenue Code, such
reimbursement shall not be considered to be a Profit-Sharing
Contribution.
(18) "Prior Plan" shall mean any profit-sharing
plan qualified under Section 401(a) of the Code which is
replaced by a Contributing Company with this Plan.
(19) "Section 16 Person" shall mean a person so
designated by the Committee, from time to time.
(20) "Severance from Service" means a termination
of service which occurs on the earlier of (i) the date an
Employee quits, retires, is discharged or dies, or (ii) the
first anniversary of an Employee's absence from employment
with the Company or a Subsidiary on account of a reason
other than those set forth in (i), or (iii) solely for
determining whether a One-Year Break in Service has
occurred, the first anniversary of the first day of a period
in which an Employee remains absent from employment with the
Company or a Subsidiary due to maternity absence. For
purposes of this Section, "maternity absence" means a period
during which an Employee is absent from work for any period
-6-
<PAGE>
by reason of the pregnancy of the Employee, for placement of
a child with the Employee in connection with the adoption of
such child by such Employee, or for the purposes of caring
for such child for a period beginning immediately following
such pregnancy, birth, or placement.
(21) "Subsidiary" shall mean any corporation,
whether organized under the Banking Law of the State of New
York or some other statute, in which the Company owns,
directly or indirectly, stock possessing at least 80% of the
voting power of all classes of stock regularly entitled to
vote for the election of directors.
(22) "Total Disability" shall mean a condition
which would entitle the Participant to collect benefits
under a Company-sponsored long-term disability plan upon the
expiration of any required waiting period under such plan.
(23) "Trustee" shall mean The Bank of New York as
trustee for the Plan.
(24) "Trust Fund" shall mean the fund held by the
Trustee to which all contributions to the Plan will be made
and out of which all benefits of the Plan will be paid.
"Fund" shall mean Fund A, Fund B, Fund C, or Fund D as
described in Section 7(4).
(25) "Trust Indenture" shall mean the Trust
Indenture between the Company and the Trustee.
(26) "Value" of a Participant's interest in the
Trust Fund, on any date, shall be the value of such interest
on the last day of the month coincident with or immediately
-7-
<PAGE>
preceding such date, determined pursuant to general rules
established by the Committee.
SECTION 2. Eligibility.
(1) Each Employee who was eligible to become a
Participant on December 31, 1988 shall continue to be
eligible to become a Participant. Each other Employee who
is in the service of a Contributing Company shall become
eligible to be a Participant as of the date he has completed
one year of Continuous Service.
If any Employee incurs a Severance from Service
but accrues an Hour of Service prior to incurring a One-Year
Break in Service, the period of absence from employment
shall constitute Continuous Service. If an Employee incurs
five consecutive One-Year Breaks in Service prior to
accruing two years of Continuous Service, all Continuous
Service shall be disregarded. With respect to an Employee
who commenced employment prior to January 1, 1983, and who
is not a Participant as of such date, the determination of a
year of Continuous Service for the 12-consecutive-month
computational period (i.e., the period beginning as of the
later of the date or latest anniversary of the date the
Employee commenced service with the Company or a Subsidiary)
ending during 1983 shall be determined in accordance with
either the Plan provisions in effect prior to or as of
January 1, 1983, whichever yields the greatest accrual of
Continuous Service.
-8-
<PAGE>
Notwithstanding any other provision of this Plan
to the contrary, an Employee (i) who is compensated on an
hourly basis (excluding hourly employees who are partici-
pants or members of a Prior Plan), (ii) who is included in a
unit of employees covered by a collective bargaining agree-
ment for which retirement benefits were the subject of good
faith bargaining between employee representatives and a Con-
tributing Company, (iii) who is hired by a real estate agent
to perform maintenance and operational services on any
Contributing Company's premises, or (iv) who is initially
employed by and principally assigned to an office of a Con-
tributing Company located outside of the United States shall
not be eligible to participate in the Plan.
(2) In each Plan Year during which the Plan shall
be continued, each Employee eligible to become a Participant
shall become a Participant as to the amount to be allocated
to him for such Plan Year under the provisions of the Plan.
However, each such Employee may elect not to become a Par-
ticipant as to one-half of the amount allocated to him under
Section 4(1) for the Plan Year. To make this election in
any Plan Year, an Employee shall complete and return to the
Committee a form furnished for that purpose by the
Committee. Each electing Employee shall receive a cash
payment directly from his employer equal to one-half of the
amount allocated to him under Section 4(1) for the Plan
Year. In addition, each Employee shall receive a cash
payment directly from his employer equal to the excess, if
-9-
<PAGE>
any, of (i) one-half of the amount allocated to him under
Section 4(1) for the Plan Year, reduced by any cash payment
paid to him under the preceding provisions of this
Section 2(2), over (ii) $7,000 (or such higher amount as
adjusted pursuant to Section 402(b)(5) of the Code to
reflect increases in the cost of living).
(3) Each eligible Employee shall become a Par-
ticipant for such Plan Year pursuant to this subsection, if
but only if, (i) he is in the service of a Contributing
Company for all of such Plan Year, or (ii) he is in the
service of both a Contributing Company and a Subsidiary for
all of such Plan Year. Each Employee (or his estate)
eligible to become a Participant in any year who does not
become a Participant by reason of his death or his retire-
ment during such year shall receive a cash payment directly
from his employer equal to the amount which would have been
allocated to him for such Plan Year had he become a Partici-
pant. The amount of each such cash payment shall be based
on the Compensation received by him during such Plan Year.
Notwithstanding the preceding paragraph of this
Section 2(3), an eligible Employee shall not become a Par-
ticipant for any Plan Year if such Employee was initially
employed by a Subsidiary or a division of a Contributing
Company which does not participate in the Plan, except to
the extent determined by the Committee on a uniform and
nondiscriminatory basis for similarly situated employees.
In addition, an eligible Employee shall not become a
-10-
<PAGE>
Participant for a Plan Year if such Employee is an officer-
level employee who participates in any sales incentive or
commission plan of the Company, except to the extent
determined by the Committee on a uniform and
nondiscriminatory basis for similarly situated employees.
Notwithstanding anything contained in this
Section 2(3) to the contrary, if the employment of an
eligible Employee is transferred to a Subsidiary which is
not a Contributing Company or to a division of a
Contributing Company which does not participate in the Plan,
the Committee may provide for the continued participation in
the Plan of such eligible Employee on a uniform and
nondiscriminatory basis for similarly situated employees.
(4)(a) Notwithstanding anything in Section 2(2)
to the contrary, the amount of the Elective Deferral by any
Highly Compensated Employee shall be limited to the extent
necessary so that the Average Actual Deferral Percentage for
all Participants who are Highly Compensated Employees does
not exceed the greater of:
(i) The Average Actual Deferral Percentage for
the Plan Year for Participants who are not Highly
Compensated Employees, multiplied by 1.25; or
(ii) The Average Actual Deferral Percentage for
the Plan Year for Participants who are not Highly
Compensated Employees, multiplied by two (2),
provided, that the Average Actual Deferral Percentage
for participants who are Highly Compensated Employees
-11-
<PAGE>
does not exceed the Average Actual Deferral
Percentage for Participants who are not Highly
Compensated Employees by more than two (2) percentage
points.
(b) If both tests in (a) above would not be
satisfied in any Plan Year, the Committee shall make the
following adjustments, proportionately for each Participant
who is a Highly Compensated Employee, to the extent
necessary so that one of the tests will be satisfied:
(i) first, reduce the Participant's Elective
Deferral for the Plan Year; and
(ii) second, pay to the Participant in cash a
portion of the Elective Deferral, adjusted for any
gain or loss allocable thereto for the Plan Year.
The Committee shall make the foregoing adjustments
only for each Highly Compensated Employee whose Actual
Deferral Percentage does not satisfy the tests in (a) above,
determined as if such Participant were the only Highly
Compensated Employee.
(c) For purposes of this Section 2(4), the
following definitions shall apply:
(i) "Actual Deferral Percentage" shall mean the
ratio (expressed as a percentage) of Elective
Deferrals on behalf of the Participant for the Plan
Year to the Participant's Compensation for the Plan
Year.
-12-
<PAGE>
(ii) "Average Actual Deferral Percentage" shall
mean the average (expressed as a percentage) of the
Actual Deferral Percentage of the Participants in a
group.
(iii) "Elective Deferral" shall mean, with
respect to the amount under Section 2(2) above that a
Participant may elect to receive in cash, the amount
that the Participant defers.
(iv) "Highly Compensated Employee" shall mean
any individual described in Section 414(q) of the
Code.
SECTION 3. Profit-Sharing Contribution.
(1) The amount of the Profit-Sharing Contribu-
tion, less the amount of direct cash payments pursuant to
Section 2(2) above, shall be paid into the Trust Fund. Each
Contributing Company shall contribute out of its current or
accumulated earnings or profits (hereinafter referred to as
"Earnings") that portion of the Profit-Sharing Contribution
allocated to its Employees under Section 4. In the event
that any Contributing Company has insufficient Earnings to
make all or a part of its required contribution, each other
Contributing Company having sufficient Earnings shall con-
tribute for the Employees employed by the Contributing Com-
pany having such insufficient Earnings that portion of its
Earnings (adjusted for the contributions made on behalf of
its Employees) which the prevented contribution bears to the
-13-
<PAGE>
total Earnings of all Contributing Companies having such
Earnings (adjusted for all contributions made by each such
Contributing Company on behalf of its own Employees). In
any Plan Year in which the Contributing Companies are filing
consolidated Federal income tax returns as members of the
same affiliated group, the Boards of Directors of the Con-
tributing Companies may, by resolutions adopted prior to the
end of their fiscal years, apportion any such prevented
contribution among one or more of the Contributing Companies
having sufficient earnings in some other way. In no event
shall a Profit-Sharing Contribution be made to the Trust
Fund to the extent it is not deductible under Section 404 of
the Code.
(2) The determination of the amount of the
Profit-Sharing Contribution for any Plan Year, as approved
by the Board of Directors of the Company and certified by
the appropriate officer of the Company to the Committee,
shall be final and conclusive upon all persons at any time
having any interest in the Plan.
(3) Within sixty days after the end of each Plan
Year during which the Plan shall be continued, each Con-
tributing Company shall contribute its respective share of
the Profit-Sharing Contribution payable to the Trust Fund.
SECTION 4. Allocation of Profit-Sharing Contribution.
(1) The Profit-Sharing Contribution for any Plan
Year shall be allocated among the Participants (including
-14-
<PAGE>
persons described in the second sentence of the first para-
graph and in the third paragraph of Section 2(3)) in the
proportion that the Compensation of each such Participant
during such Plan Year bears to the total Compensation of all
such Participants for such Plan Year.
(2) If any Participant shall receive Compensation
from more than one Contributing Company, the amount of his
compensation shall be deemed to be the aggregate thereof for
the purpose of determining the allocation to be made to him.
(3) If any Employee shall become eligible to
become a Participant during the course of any Plan Year as
provided in Section 2(1), his Compensation for such Plan
Year shall be deemed to be the Compensation received by him
in such Plan Year after he became so eligible for the pur-
pose of determining the amounts to be allocated to him for
such Plan Year.
(4) For purposes of determining the Participant's
share in the part of the Profit-Sharing Contribution paid
into the Trust Fund, references in subsections (1), (2) and
(3) of this Section to the Compensation of a Participant who
has made the election pursuant to subsection (2) of
Section 2 shall mean one-half of the Compensation received
by him during such Plan Year after he became eligible to
participate in the Plan.
SECTION 5. Voluntary Contributions; Rollover Contributions.
-15-
<PAGE>
(1) Each Participant who has an interest in the
Trust Fund may elect from time to time on a revocable basis
to make voluntary contributions under the Plan in an amount
equal to between 1% and 10% of Compensation (in whole
percentages only) by payroll deduction, or may make such
contributions from time to time in lump-sum amounts;
provided, however, that the aggregate voluntary
contributions by any Participant under the Plan shall not
exceed 10% of his Compensation for all years during which he
is a Participant in the Plan or any Prior Plan. An election
to make voluntary contributions by payroll deductions shall
be made on a form furnished for that purpose by the
Committee, authorizing regular deductions from the
Participant's salary payments, and designating (in integral
multiples of 25%) of such voluntary contributions which
shall be invested in Funds A, B, C and D (as described in
Section 7(4)). In no event shall any voluntary contribution
made by a Participant be subject to forfeiture.1
(2) Amounts deducted from the Compensation of any
Participant pursuant to subsection (1) of this Section shall
be transferred on a bi-weekly basis to the Trustee to be
held in Trust, subject to the provisions of the Trust Inden-
ture, for the account of such Participant. Amounts con-
tributed in lump-sum by any Participant shall be held by his
____________________
1This Section was amended in its entirety, effective
as of May 1, 1994.
-16-
<PAGE>
employer and paid over in the same manner as contributions
made by payroll deduction.
(3)(a) Notwithstanding anything in Section 5(1)
to the contrary, the amount of voluntary contributions by
Highly Compensated Employees shall be limited to the extent
necessary so that the Average Contribution Percentage for
all Participants who are Highly Compensated Employees does
not exceed the greater of:
(i) The Average Contribution Percentage for the
Plan Year for Participants who are not Highly
Compensated Employees, multiplied by 1.25; or
(ii) The Average Contribution Percentage for the
Plan Year for Participants who are not Highly
Compensated Employees, multiplied by two (2),
provided, that the Average Contribution Percentage
for Participants who are Highly Compensated Employees
does not exceed the Average Contribution Percentage
for Participants who are not Highly Compensated
Employees by more than two (2) percentage points.
(b) If both tests in (a) above would not be
satisfied in any Plan Year, the Committee shall make the
following adjustments, proportionately for each Participant
who is a Highly Compensated Employee, to the extent
necessary so that one of the tests will be satisfied:
(i) first, reduce the Participant's voluntary
contributions for the balance of the Plan Year; and
-17-
<PAGE>
(ii) second, pay to the Participant in cash a
portion of the voluntary contributions, adjusted for
any gain or loss allocable thereto for the Plan Year.
The Committee shall make the foregoing adjustments
only for each Highly Compensated Employee whose Average
Contribution Percentage does not satisfy the tests in (a)
above, determined as if such Participant were the only
Highly Compensated Employee.
(c) For purposes of this Section 5(3), the
following definitions shall apply:
(i) "Average Contribution Percentage" shall mean
the average (expressed as a percentage), of the Con-
tribution Percentages of the Participants in a group.
(ii) "Contribution Percentage" shall mean the
ratio (expressed as a percentage), of the voluntary
contributions pursuant to Section 5(1), made by the
Participant for the Plan Year to the Participant's
Compensation for the Plan Year.
(iii) "Highly Compensated Employee" shall mean
any individual described in Section 414(q) of the
Code.
(4) An Employee who (a) is eligible to become a
Participant or would be eligible to become a Participant if
he had completed one Year of Continuous Service (as deter-
mined in accordance with the provisions of Section 2(1)) and
(b) has had distributed to him any portion of his interest
in a plan which meets the requirements of Section 401(a) of
-18-
<PAGE>
the Code (the "Qualified Plan") may, in accordance with pro-
cedures approved by the Committee, transfer all or any
portion of the distribution from the Qualified Plan to the
Plan provided the following conditions are met:
(i) the distribution from the Qualified Plan is
(or was) an "eligible rollover distribution" within
the meaning of Section 402(c)(4) of the Code;
(ii) the transfer is made directly from the
Qualified Plan, or occurs on or before the 60th day
following his receipt of the distribution from the
Qualified Plan or, if such distribution had pre-
viously been deposited in an individual retirement
account (as defined in Section 408 of the Code), the
transfer occurs on or before the 60th day following
his receipt of such distribution plus earnings
thereon from the individual retirement account;
(iii) the transfer is made in cash or cash
equivalents; and
(iv) the amount transferred does not exceed the
portion of the distribution he received from the
Qualified Plan which is includible in gross income as
determined in accordance with Section 402(c)(2) of
the Code; such amount may include the proceeds of the
sale of any property received in the distribution
pursuant to Section 402(c)(6) of the Code, plus any
earnings accrued during the period, if any, in which
-19-
<PAGE>
the amount was held in an individual retirement
account.
The Committee shall develop such procedures, and may require
such information from such Employee desiring to make such a
transfer, as it deems necessary or desirable to determine
that the proposed transfer will meet the requirements of
this Section. Until such Employee completes one year of
Continuous Service, he shall be deemed a Participant under
the Plan except for purposes of Sections 2(2), 2(3), 2(4), 4
and 5. The amount transferred pursuant to this subsection
shall be fully vested and nonforfeitable at all times and
shall be invested in Fund A, Fund B, Fund C and Fund D, as
described in Section 7(4), as designated by the Employee on
a form furnished by the Committee for this purpose (in
integral multiples of 25%) at the time the transfer is made.
(5) Notwithstanding anything in Section 2(2) or
Section 5(1) to the contrary, in no event shall the sum of
(i) the Average Actual Deferral Percentage for the Plan Year
for Participants who are Highly Compensated Employees and
(ii) the Average Contribution Percentage for the
Participants who are Highly Compensated Employees, after
applying the provisions of Sections 2(4) and 5(3), exceed
the "aggregate limit" as such term is defined under
regulations prescribed by the Secretary of the Treasury or
his delegate under Section 401(m) of the Code. In the event
the aggregate limit is exceeded for any Plan Year, the
Contribution Percentages of Highly Compensated Employees
-20-
<PAGE>
shall be reduced to the extent necessary to satisfy the
aggregate limit in accordance with the procedure set forth
in Section 5(3). For purposes of this Section, "Average
Actual Deferral Percentage", "Average Contribution
Percentage", "Highly Compensated Employee" and "Contribution
Percentage" shall each have the same meaning as the
corresponding term is defined in Sections 2(4) and 5(3).
SECTION 6. Limitation on Annual Additions and
Contributions.
(1) The total of the Annual Additions allocated
to any Participant's account in any Plan Year shall not
exceed the lesser of (i) $30,000 or such higher amount to
which such sum has been adjusted pursuant to Section 415(d)
of the Code to reflect increases in the cost of living, or
(ii) twenty-five percent (25%) of such Participant's total
compensation for such Plan Year.
(2) In the event that it is determined that, but
for the limitations contained in Section 6(1), the Annual
Additions allocated to a Participant's account for any Plan
Year would be in excess of the limitations contained herein,
such Annual Additions shall be reduced to the extent neces-
sary to bring such Annual Additions within the limitations
contained in Section 6(1) in the following order:
(a) any voluntary contributions by a Participant
to his account which are included in such Annual
Additions shall be returned to such Participant;
-21-
<PAGE>
(b) if such voluntary contributions are not suf-
ficient to reduce such Annual Additions to the
limitations contained herein, such Participant's
allocable share of a Contributing Company's
contribution for the Plan Year in question shall be
reduced.
(3) If, and to the extent that the amount of any
Participant's allocable share of a Contributing Company's
contribution is reduced in accordance with the provisions of
Section 6(2), the amount of such reduction shall be
allocated among the remaining Participants in the manner
provided in Section 4(1).
SECTION 7. Trust Fund.
(1) The Company shall enter into a Trust
Indenture providing for the administration of the Trust Fund
by The Bank of New York as Trustee. The Trust Fund shall
consist of the contributions of the Contributing Companies
and any voluntary contributions of the Participants, with
the income thereon, less payments made therefrom. The Trust
Indenture may provide for the commingling of contributions
from other plans, including plans of other employers, so
long as the said Indenture requires that all such plans be
qualified under Section 401(a) of the Code, that all of such
plans are qualified under the said Section 401(a), and the
Trust is administered in such manner that it remains
qualified under Section 501(a) of the Code. The Trust
-22-
<PAGE>
Indenture shall provide that the Trustee may appoint such
agent or agents to act on its behalf as the Trustee should
determine are necessary to comply with any statute or
regulation affecting the Plan or its operation, or to
otherwise assist it in performing its duties.
(2) If any Contributing Company replaces a
profit-sharing plan with this Plan, the assets held in the
trust of the replaced plan, including assets held for the
benefit of employees whose employment was terminated while
entitled to a benefit under the replaced plan and their
beneficiaries, shall be transferred to the Trust Fund. The
Trustee shall then make payment from the Trust Fund of
benefits to such persons pursuant to the terms of the
replaced plan.
(3) The Trustee shall invest amounts in the Trust
Fund, except to the extent as provided in subsection (4) of
this Section, in whatever investments it may in its sole
discretion deem advisable. At least annually, the Trustee
shall determine the fair market value of the Trust Fund, and
shall report such value to the Committee. The increases and
decreases of the Trust Fund shall be allocated propor-
tionately among the accounts of all Participants in the
ratio which each such Participant's account bears to the
aggregate of all such accounts.
(4) The Trustee shall segregate the Trust Fund
into four Funds: Fund A invested largely in equity
securities; Fund B invested in income securities; Fund C
-23-
<PAGE>
invested in short term securities, including but not limited
to certificates of deposit, commercial paper and securities
of the United States Treasury; and Fund D invested in Common
Stock of the Company. The Trustee may invest all or any
part of each Fund in the securities of open-end or closed-
end investment companies, the investments of which are
similar to those as described for the investment of each
Fund. Each Participant shall designate, on a form furnished
by the Committee for this purpose, the proportion (in
integral multiples of 25%) of contributions made by the
Company for such year which shall be invested in Funds A, B,
C and D provided, however, that if such Participant is a
Section 16 Person, such Participant must also comply with
such rules and regulations as the Committee may adopt from
time to time.
At least thirty calendar days prior to any
valuation date, a Participant may designate once in any
twelve-month period, on a form furnished by the Committee
for this purpose, the proportion (in integral multiples of
25%) of his balance in each Fund which shall be transferred
to, and invested in, any other Fund or Funds, provided,
however, that if such Participant is a Section 16 Person and
such designation is with respect to a transfer into or out
of Fund D, such Participant must also comply with such rules
and regulations as the Committee may adopt from time to
time.
-24-
<PAGE>
On the written direction of the Committee, the
Trustee shall make loans from the Trust Fund to participants
pursuant to the terms and conditions of Section 8(9), below.
All promissory notes for such loans shall constitute assets
of the Trust Fund and shall be held in a separate fund known
as the "Loan Fund". The Trustee shall have no
responsibility with respect to the holding, investment, or
administration of the Loan Fund, except to follow the
written directions of the Committee.
(5) Before each meeting of the shareholders of
the Company, the Company shall provide each Participant with
a copy of the proxy material relating to his interest in the
shares of Common Stock of the Company in Fund D allocable to
his account, together with a form containing confidential
instructions to the Trustee on how to vote the full shares
of Common Stock which such interest represents. Upon re-
ceipt of such instructions on or prior to the date set forth
in the instruction form, the Trustee shall vote such shares
of Common Stock as instructed. The Trustee shall have the
right to vote, in person or by proxy, at its discretion, any
Common Stock for which voting instructions shall not have
been timely received, together with any fractional interest
of Participants in shares of Common Stock.
SECTION 8. Payments from the Trust Fund.
(1) Payments from the Trust Fund of the Value of
a Participant's interest shall be made by the Trustee upon
-25-
<PAGE>
the direction of the Committee in accordance with the
provisions of this Section 8.
(2)(a) The Value of a Participant's interest in
the Trust Fund shall become payable upon the date of his
retirement or death and shall be paid to him (or in the
event of his death, to such person as he shall have desig-
nated as his beneficiary, or if he shall have made no desig-
nation as hereinafter provided, to his estate) by one of the
following methods, in accordance with the election made on a
form furnished by the Committee for this purpose of the
Participant, his beneficiary or his estate, as the case may
be:
(i) In a lump sum as soon as practicable or in
the Plan Year succeeding the Plan Year of his retire-
ment or death; or
(ii) In a series of regular annual installments,
as nearly equal in amount as is possible, over a
period of time not exceeding ten years (or, if less,
his life expectancy) from the date of his retirement
or other severance of employment or five years from
the date of his death.
(2)(b) A Participant shall have a fully-vested
and nonforfeitable interest at all times in the Trust Fund
attributable to Profit-Sharing Contributions allocated to
him pursuant to Section 4. In the event a Participant's
employment is terminated other than by retirement or death,
he shall be paid the Value of his interest in the Trust Fund
-26-
<PAGE>
in a lump sum as soon as practicable. Notwithstanding the
foregoing, if the value of a Participant's interest upon
retirement or termination of employment exceeds $3,500, no
distribution of such interest shall be made prior to the
Participant's normal retirement age (the date the
Participant attains age 65) without the Participant's
written consent.
Notwithstanding any provision of the Plan to the
contrary, with respect to any Participant who becomes an
employee of Key Banks, Inc. (or a subsidiary) on the closing
date of the purchase agreement between the Company and Key
Banks, Inc. covering the sale of certain branch offices of
the Company, including a Participant who subsequently
becomes an employee of St. Lawrence Bank (or a subsidiary)
on or about June 30, 1984, pursuant to a purchase agreement
between Key Banks, Inc. and St. Lawrence Bank, the Value of
such Participant's interest in the Trust Fund shall be
transferred by the Trustee to the trustee of the profit
sharing plan maintained by Key Banks, Inc. or St. Lawrence
Bank, as applicable, as soon as practicable following the
closing date of the purchase agreement between the Company
and Key Banks, Inc. Any such transfer shall be in cash, in
United States Government obligations, or in a combination of
cash and United States Government obligations. With respect
to any such Participant who has a balance in Fund D, such
Participant may elect instead to receive his balance in
Fund D in shares of the Company's Common Stock at the same
-27-
<PAGE>
time as his remaining Value in the Trust Fund is transferred
as provided above.
(2)(c) The distribution of the Participant's
balance in Fund D shall be made as follows:
(i) Except as provided in clause (ii) below, in
shares of Common Stock of the Company unless the
Participant elects at least ten days prior to the
date the distribution is to be made or commenced, on
a form furnished by the Committee for this purpose,
to have such balance distributed in cash; and
(ii) If the distribution is being made as a
result of the Participant's death, in cash unless the
Participant's beneficiary or estate elects at least
ten days prior to the date the distribution is to be
made or commenced, on a form furnished by the
Committee for this purpose, to have such balance
distributed in shares of Common Stock of the Company.
If a Participant's balance in Fund D is
distributed in accordance with clause (ii) of
subsection (2)(a) above other than in cash, each annual
installment of shares of Common Stock of the Company (other
than the last installment) must consist of at least 10
shares.
(2)(d) Notwithstanding anything contained in the
Plan to the contrary, in the event a Participant continues
in employment after the end of the calendar year in which
the Participant attains age 70 1/2, the value of the
-28-
<PAGE>
Participant's interest in the Trust Fund shall be paid to
the Participant, no later than April 1 of the next calendar
year in accordance with a method of distribution permitted
under subsection 2(a) elected by the Participant on a form
furnished by the Committee for this purpose; provided,
however, that if a timely election is not made by the
Participant, such payment shall be made in a lump sum. In
succeeding calendar years, the value of the Participant's
interest in the Trust Fund as of the end of the preceding
calendar year shall be paid to the Participant no later than
December 31 of such succeeding calendar year, in accordance
with the method of distribution then in effect.
(2)(e) If a distribution is one to which Sections
401(a)(11) and 417 of the Code do not apply, such distri-
bution may be made or commenced less than 30 days after the
notice required under Section 1.411(a)-11(c) of the Income
Tax Regulations is given, provided that:
(i) the Committee clearly informs the Participant
that the Participant has a right to a period of at
least 30 days after receiving the notice to consider
the decision of whether or not to elect a
distribution (and, if applicable, a particular
distribution option), and
(ii) the Participant, after receiving the
notice, affirmatively elects a distribution.
(3) Benefit payment shall be made or shall com-
mence no later than 60 days after the close of the Plan Year
-29-
<PAGE>
in which a Participant dies, retires or terminates employ-
ment, except that a Participant (or in the event of his
death, his designated beneficiary or if none is designated,
his estate) may elect in writing to have benefit payments
made or commence no later than the end of the Plan Year
following the Plan Year in which such Participant dies,
retires or terminates employment; provided, however, that in
no event shall benefit payments be made or commence later
than April 1 of the calendar year following the calendar
year in which the Participant attains age 70 1/2. All or any
part of any amounts held by the Trustee for distribution
pursuant to clause (i) of subsection (2)(a) above, in the
calendar year succeeding the date of the Participant's death
or retirement shall remain in the Trust Fund and shall be
treated in the same manner as a Participant's interest until
so distributed. Any amount held by the Trustee for
distribution pursuant to clause (ii) of subsection (2)(a)
above, shall remain in the Trust Fund, shall be treated in
the same manner as a Participant's interest and shall be
paid in regular annual installments in accordance with
general rules established by the Committee until the amount
so held is exhausted.
(4) In the event of hardship, a Participant may
apply in writing to the Committee for the immediate payment
of all or part of his interest in the Trust Fund. For pur-
poses of this subsection, "hardship" means immediate and
heavy financial need of the Participant on account of
-30-
<PAGE>
(a) expenses for medical care (as described in
Section 213(d) of the Code) incurred by the Participant, the
Participant's spouse or any of the Participant's dependents
(as defined in Section 152 of the Code) or necessary for
such persons to obtain medical care, (b) purchase (excluding
mortgage payments) of the Participant's principal residence,
(c) payment of tuition and related educational fees for the
next 12 months of post-secondary education for the
Participant, or the Participant's spouse, children or
dependents, (d) the need to prevent the eviction of the
Participant from his principal residence or foreclosure of
the mortgage on the Participant's principal residence, or
(e) other reasons prescribed by the Commissioner of the
Internal Revenue Service in revenue rulings, notices or
other documents of general applicability.
The Committee shall direct the Trustee to pay to
such Participant all or such part of his interest in the
Trust Fund attributable to Profit-Sharing Contributions
allocated to him pursuant to Section 4 as the Committee, in
its sole discretion, deems necessary to satisfy such
hardship (including amounts required to pay income taxes or
penalties on such payment), provided that the Participant
has no other resources that are reasonably available to him.
In no event, however, shall such payment exceed the sum of
(i) the Value of the Participant's interest in the Trust
Fund as of December 31, 1988 attributable to Profit-Sharing
Contributions allocated to him pursuant to Section 4,
-31-
<PAGE>
(ii) the Elective Deferrals (as defined in Section 2(4))
allocated to him under Section 4 since that date, and
(iii) the Value of the Participant's interest in the Trust
Fund attributable to transfers to the Plan pursuant to
Section 5(4), reduced, if applicable, by prior payments on
account of hardship from the Value of his interest in the
Trust Fund attributable to (a) Profit-Sharing Contributions
allocated to him pursuant to Section 4, and (b) transfers to
the Plan pursuant to Section 5(4). If the Participant has
made a withdrawal of part of the Value of his interest in
the Trust Fund attributable to his voluntary contributions
pursuant to Section 8(8) during the Plan Year, the Committee
may also include in the amount to be paid under this Section
all or any part of his remaining interest in the Trust Fund
attributable to such voluntary contributions.
(5) Designation of a beneficiary shall be made by
the Participant's completing and filing with the Committee a
form approved by the Committee. Such designation may be
revoked or changed by the Participant's filing with the
Committee at any time prior to his death a form approved by
the Committee. Notwithstanding anything contained herein to
the contrary, the Participant's beneficiary for purposes of
distributions which become payable in the event of death
while an employee, shall be the Participant's spouse unless
the spouse consents in writing to the designation of another
beneficiary.
-32-
<PAGE>
(6) The right of any person to receive any
payment from the Trust Fund becoming payable to him under
the provisions of the Plan shall not be subject to
alienation or assignment and if such person shall attempt to
assign, transfer or dispose of such right, or should such
right be subjected to attachment, execution, garnishment,
sequestration or other legal, equitable or other process, it
shall ipso facto pass and be transferred to such one or more
persons as may be appointed by the Committee from among the
beneficiary, if any, designated by the Participant with
respect to whom such right arises and the spouse, blood
relatives or dependents of such Participant and in such
shares and proportions as the Committee may appoint; pro-
vided, however, that notwithstanding any of the foregoing
conditions or any appointments so made, the Committee, in
its sole discretion, may reappoint such person to receive
any payment thereafter becoming due, either in whole or in
part. Any appointment made by the Committee may be revoked
by it at any time and a further appointment made.
(7) If any person to whom a benefit is payable
hereunder is an infant, or if the Committee determines that
any person to whom such benefit is payable is incompetent by
reason of physical or mental disability, the Committee shall
have the power to cause the payments becoming due to such
person to be made to another for his benefit without respon-
sibility of the Committee or the Trustee to see to the
application of such payments. Payments made pursuant to
-33-
<PAGE>
such power shall operate as a complete discharge of the
Trust Fund, the Trustee and the Committee.
(8) Each Participant may elect to withdraw in
cash as of any valuation date all or any part of the Value
of his interest in the Trust Fund attributable to but not in
excess of his voluntary contributions under Section 5, in-
cluding earnings thereon determined as of such valuation
date. Such election shall be made on a form furnished for
that purpose by the Committee, shall be received by the
Committee not less than five days prior to a valuation date
and may not be made more often than once in any Plan Year.
Upon Total Disability, a Participant may elect to
withdraw in cash as of any valuation date all or any part of
the Value of his interest in the Trust Fund. Such election
shall be made on a form furnished for that purpose by the
Committee, shall be received by the Committee not less than
five days prior to a valuation date and may not be made more
often than once in any Plan Year.
(9) Subject to uniform and non-discriminatory
rules to be established by the Committee, the Committee may,
on application from a Participant, provide for a loan to the
Participant in an amount (to be determined as of a valuation
date occurring not more than 60 days prior to the date of
the loan) not in excess of 50% of the Value of the Partici-
pant's vested interest in the Trust Fund attributable to
Profit-Sharing Contributions allocated to him pursuant to
Section 4 and transfers to the Plan pursuant to
-34-
<PAGE>
Section 5(4). In addition, the amount of any loan, when
added to the outstanding balance of all other loans from the
Plan, shall not exceed the lesser of (a) $50,000, reduced by
the excess (if any) of (1) the highest outstanding balance
of loans from the Plan during the one-year period ending on
the day before the date on which such loan is made over
(2) the outstanding balance of loans from the Plan on the
date which such loan is made, or (b) the greater of $10,000
or one-half of the Value of the Participant's vested
interest in the Trust Fund attributable to Profit-Sharing
Contributions allocated to him pursuant to Section 4 and
transfers to the Plan pursuant to Section 5(4). As a
condition to the making of such loan, the Participant shall
execute and deliver to the Committee a promissory note
payable to the Trustee in the amount of such loan. A loan
shall be made from the amount credited to the Participant's
accounts attributable to Profit-Sharing Contributions
allocated to him pursuant to Section 4, and notwithstanding
the provisions of Section 7(4), a Participant's account
shall not share in the gain or loss of the Trust Fund to the
extent of the amount of the loan. Loans made pursuant to
this Section shall:
(i) Be available to all Participants on a reason-
ably equivalent basis;
(ii) Not be made available to highly compensated
Participants in a percentage amount greater than the
-35-
<PAGE>
percentage amount made available to other
Participants;
(iii) Bear a reasonable rate of interest, based
on the prime commercial lending rate of The Bank of
New York as publicly announced to be in effect from
time to time, as determined by the Committee
commensurate with the prevailing interest rate
charged by persons in the business of lending money
for loans which would be made under similar
circumstances, which shall accrue ratably over the
period of the loan;
(iv) Be secured by the Participant's pledge of
50% of his interest in the Trust Fund attributable to
Profit-Sharing Contributions allocated to him
pursuant to Section 4 and transfers to the Plan
pursuant to Section 5(4), and such additional
security as the Committee may require; and
(v) Mature not later than ten years from the date
of execution or earlier upon the prior termination of
employment of the Participant for any reason. The
principal amount of such note plus accrued interest
thereon shall be deducted in determining the amount
payable to any Participant under the provisions of
Section 8(2).
All payment of interest on a loan to a Participant
shall be credited to his account.
-36-
<PAGE>
In determining whether to approve an application
for a loan, the Committee will take into account only those
factors which would be considered in a normal commercial
setting by an entity in the business of making similar types
of loans. Such factors shall include whether the loan will
be repaid by payroll deductions or by direct payment by the
Participant.
If a Participant defaults in the repayment of a
loan, the outstanding principal amount shall become due and
payable immediately. If the default continues after appro-
priate efforts have been made to enforce payment of the
loan, the Value of the Participant's vested interest in the
Trust Fund shall be reduced by the outstanding principal
amount of the loan.
(10)(a) This subsection (10) applies to distri-
butions made on or after January 1, 1993. Notwithstanding
any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this sub-
section, a distributee may elect, at the time and in the
manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a
direct rollover.
(10)(b) For purposes of this subsection (10), the
following terms shall have the meanings set forth below:
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or
-37-
<PAGE>
any portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: any distribution that
is one of a series of substantially equal periodic
payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or
the joint lives (or joint life expectancies) of the
distributee and for distributee's designated benefi-
ciary, or for a specified period of ten years or
more; any distribution to the extent such distri-
bution is required under Section 401(a)(9) of the
Code; and the portion of any distribution that is not
includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with
respect to employer securities).
(ii) Eligible retirement plan: An eligible
retirement plan is an individual retirement account
described in Section 408(a) of the Code, an
individual retirement annuity described in Section
408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust
described in Section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution.
However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account
or individual retirement annuity.
-38-
<PAGE>
(iii) Distributee: A distributee includes an
Employee or former Employee. In addition, the
Employee's or former Employee's surviving spouse and
the Employee's or former Employee's spouse or former
spouse who is the alternate payee under a qualified
domestic relations order, as defined in Section
414(p) of the Code, are distributees with regard to
the interest of the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a
payment by the Plan to the eligible retirement plan
specified by the distributee.
SECTION 9. Administration.
(1) The Plan shall be administered by a Committee
which shall consist of at least three members, appointed by,
and to serve at the pleasure of, the Chief Executive Officer
of the Company.
(2) Any person appointed by the Chief Executive
Officer as a member of the Committee shall signify his
acceptance by filing a written acceptance with the Secretary
of the Committee. Any member of the Committee may resign by
delivering his written resignation to the Chief Executive
Officer and to the Secretary of the Committee, and such
resignation shall become effective at delivery or any later
date specified therein. No member of the Committee, other
than a member who is not an Employee, shall receive any
compensation for his services as such.
-39-
<PAGE>
(3) The Committee shall have all powers necessary
to discharge the duties imposed on it by the Plan or the
Trust Indenture including, but without limiting the
generality of the foregoing, the power to determine all
questions of eligibility and of the status and rights of
Participants and others hereunder, to interpret and construe
the Plan, to correct errors, resolve ambiguities and remedy
inconsistencies or omissions in the Plan and, in general, to
decide any dispute arising hereunder. All determinations,
interpretations and decisions of the Committee in respect of
any matter hereunder shall be conclusive and binding upon
all persons affected thereby.
(4) The Committee, or its Chairman, subject to
approval by the Committee, may appoint a Standing Committee
of at least three members who need not be members of the
Committee, and shall delegate to the Standing Committee such
of its own duties as it may determine. The Standing
Committee, if appointed, shall be required to report
periodically, but not less frequently than annually, to the
Committee.
(5) The Committee shall maintain accounts which
shall accurately reflect from time to time the amount of the
interest of each Participant in the Trust Fund resulting
from the Contributing Company contributions allocated to him
and his voluntary contributions, if any. It shall adopt
general rules with respect to the maintenance of such
accounts and the method of valuation of the property con-
-40-
<PAGE>
stituting the Trust Fund and the interest of the Partici-
pants therein, and shall transmit at least annually to each
Participant a statement of such account, including a valua-
tion at fair market value.
(6) The Committee shall hold meetings upon such
notice, at such places, and at times as it may determine. A
majority of the members of the Committee shall constitute a
quorum for the transaction of business. All resolutions or
other action taken by the Committee may be made either by
the vote of a majority of those present at a meeting or in a
document signed by all the members at the time in office
without a meeting.
(7) The members of the Committee shall elect from
their number a Chairman, shall appoint a Secretary who may,
but need not, be one of the members of the Committee, may
appoint from their number such committees with such powers
as they shall determine, may authorize one or more of their
number or any agent to execute or deliver any instrument in
their behalf, and may employ counsel and agents and such
clerical services as they may require in carrying out the
provisions of the Plan. Subject to the limitations hereof,
the Committee shall from time to time establish rules for
the administration of the Plan and the transaction of its
business.
(8) The Company will indemnify and hold harmless
each member of the Committee, and the Standing Committee if
appointed, against any cost, expense or liability, including
-41-
<PAGE>
his attorneys' fees and any sum paid in settlement of any
claim with the approval of the Company, arising out of any
act or omission to act as a member of the Committee or
Standing Committee, except for his own willful misconduct or
lack of good faith.
(9) The Company shall have the right on behalf of
all persons at any time having any interest in the Trust
Fund to settle the accounts of the Trustee and the
Committee, and to approve any action taken or omitted by the
Committee or any member thereof. Approval of the accounts
of the Trustee shall be deemed approval of all acts of the
Committee reflected therein.
(10) The Committee shall establish and maintain
reasonable claims procedures for each type of benefit under
the Plan in accordance with the Act and Regulations there-
under. These procedures shall advise Participants, benefi-
ciaries and spouses of the method of applying for benefits
and include procedures for review of any benefit calcula-
tion; for written notice to a claimant in the event a claim
is denied in whole or in part; and for review by the Com-
mittee of claims denied in whole or in part.
SECTION 10. Amendment and Discontinuance.
(1) The Plan may be modified or amended in whole
or in part by action of the Board of Directors of the
Company at any time, and retroactively if deemed advisable
by that Board to conform the Plan to conditions which must
-42-
<PAGE>
be met to qualify the Plan or the Trust Indenture for tax
benefits; provided, however, that no such modification or
amendment shall make it possible for any part of the Trust
Fund to be used for purposes other than for the exclusive
benefit of Participants or their beneficiaries and persons
entitled to benefits under any Prior Plan.
(2) Although it is the intention of the Company
to continue the Plan and of each Contributing Company to
make contributions thereto regularly each year, none of the
Contributing Companies assumes any contractual obligation to
do so. Each Contributing Company reserves the right to
discontinue its contributions under the Plan and the Company
reserves the right to discontinue its contributions under
the Plan or to terminate the Plan at any time by action of
its Board of Directors. Any Contributing Company may dis-
continue further contributions by it under the Plan without
discontinuing the Plan as to contributions theretofore made
by it or as to contributions made by any other Contributing
Company. If the Plan is terminated, partially terminated or
contributions are completely discontinued, the interest of
each Participant in the Trust Fund accrued up to the date of
such termination or discontinuance shall become nonfor-
feitable and shall be paid at the time and in the manner
provided in Section 8 hereof.
(3) In the case of any merger or consolidation
with, or transfer of Plan assets or liabilities to, any
other plan, each Participant shall have an account balance
-43-
<PAGE>
in the resulting successor or transferee plan determined as
if such plan had terminated immediately after such transac-
tion that shall be equal to or greater than the account
balance he would have been entitled to receive immediately
before such transaction under the plan in which he was then
a participant if such plan had then terminated.
Pursuant to the Purchase and Assumption Agreement
referred to in Section 1(8), the account balances of certain
employees of Barclays and BBNY in the Barclays Bank PLC
Thrift Savings Plan (the "Barclays Savings Plan"), together
with assets equal thereto, are to be transferred to this
Plan. The interest in the Trust Fund of each Participant
whose account balance is transferred to this Plan from the
Barclays Savings Plan shall include the amount transferred,
which shall be invested in the Funds provided under Section
7(4) in accordance with the election of the Participant
which is made prior to such transfer. If such transfer
included a loan to a Participant from the Barclays Savings
Plan, the repayment of such loan shall be governed by the
provisions of the Barclays Savings Plan, which are hereby
incorporated by reference.
SECTION 11. Miscellaneous.
(1) Nothing contained in the Plan shall be deemed
to give any Participant or Employee the right to be retained
in the service of any Contributing Company nor shall it
interfere with the right of any Contributing Company to
-44-
<PAGE>
discharge or otherwise deal with him without regard to the
existence of the Plan.
(2) All benefits payable under the Plan shall be
paid or provided for solely from the Trust Fund and neither
the Contributing Companies nor the Committee assume any
liability or responsibility therefor. Each Contributing
Company shall pay its respective share, as determined by the
Committee, of all expenses and charges (other than taxes in
respect of the Trust Fund or the income thereof) incurred in
the administration of the Plan and the Trust Fund.
(3) All questions pertaining to the construction,
regulation, validity and effect of the provisions of the
Plan shall be determined in accordance with the laws of New
York, except to the extent not superseded by Titles I and IV
of the Act.
(4) The Plan shall become effective for the Com-
pany at the time set by resolutions of the Board of
Directors of the Company. The Plan shall become effective
for each Subsidiary at the time set by resolutions of its
Board of Directors and when approval pursuant to
Section 1(7) of the Plan is given by the Board of Directors
of the Company. When the Plan becomes effective it shall be
deemed to have become effective for all purposes retroactive
to January 1, 1972. If the date of effectiveness shall come
after January 1, 1972, any individual who would have become
a member or participant under a Prior Plan between
January 1, 1972 and the date of effectiveness but would not
-45-
<PAGE>
be eligible to be a Participant in this Plan shall become so
eligible.
SECTION 12. Top-Heavy Provisions.
(1) Top-Heavy Rules. With respect to any Plan
Year in which the Plan is a Top-Heavy Plan the special rules
regarding Contributing Company contributions and the limita-
tion on Compensation as described under this Section 12
shall apply, notwithstanding any provision of the Plan to
the contrary.
(2) Minimum Contributing Company Contributions.
Each Contributing Company shall make a contribution in
accordance with the terms of Section 3(1) so that the amount
allocated under Section 4(1) for any Participant who is not
a Key Employee is at least equal to 5% of such Participant's
compensation (within the meaning of Section 415 of the
Code).
In addition, a Participant may elect pursuant to
the terms of Section 2(2) not to become a Participant as to
one-half of the amount allocated to him under Section 4(1)
for the Plan Year only to the extent that such account under
Section 4(1) is an amount equal to less than 5% of such
Participant's compensation.
(3) Top-Heavy Plan. The Plan shall be treated as
a Top-Heavy Plan with respect to a Plan Year if the
aggregation group consisting of the Plan and the Retirement
-46-
<PAGE>
Plan of The Bank of New York Company, Inc. ("Retirement
Plan") is a Top-Heavy Group.
(4) Top-Heavy Group. The aggregation group con-
sisting of the Plan and the Retirement Plan shall be treated
as a Top-Heavy Group with respect to a Plan Year if, as of
the Determination Date, the sum of (i) the present value of
the cumulative accrued benefits for Key Employees who are
Members under the Retirement Plan and (ii) the aggregate of
the accounts of Key Employees who are Participants under the
Plan exceeds 60% of a similar sum for all Participants under
the Plan and all Members under the Retirement Plan.
(5) Definitions.
(a) "Determination Date" means for any Plan Year
the last day of the preceding Plan Year.
(b) "Key Employee" means an Employee who, at any
time during the Plan Year ending on the Determination
Date or any of the preceding four Plan Years, (i) is
(or was) one of the 50 officers of the Contributing
Company having the highest annual compensation in
excess of $45,000, (ii) owns (or owned) one of the
ten largest interests in the Company and has annual
compensation from a Contributing Company in excess of
$45,000, (iii) owns (or owned) more than 5% of the
Company's Common Stock, or (iv) owns (or owned) more
than 1% of the Company's Common Stock and has annual
compensation from a Contributing Company in excess of
$150,000.
-47-
<PAGE>
EXHIBIT 4.10
THE BANK OF NEW YORK COMPANY, INC.
1993 LONG-TERM INCENTIVE PLAN
1. PURPOSE. The purpose of the 1993 Long Term Incentive
Plan of The Bank of New York Company, Inc. (the"Plan") is to
promote the long term financial interests of The Bank of New
York Company, Inc. (the "Company"), including its growth and
performance, by encouraging employees of the Company and its
subsidiaries to acquire an ownership position in the
Company, enhancing the ability of the Company and its
subsidiaries to attract and retain employees of outstanding
ability, and providing employees with an interest in the
Company parallel to that of the Company's stockholders.
2. DEFINITIONS. The following definitions are applicable
to the Plan:
"Award" shall mean an award determined in accordance with
the terms of the Plan.
"Board of Directors" shall mean the Board of Directors of
the Company.
"Committee" shall mean the Compensation Committee of the
Board of Directors.
"Common Stock" or "Stock" shall mean the common stock of the
Company.
"Exchange Act" shall mean the Securities Exchange Act of
1934.
"Fair Market Value" shall mean, per share of Stock, the
closing price of the Stock on the New York Stock Exchange
(the "NYSE") on the applicable date, or, if there are no
sales of Stock on the NYSE on such date, then the closing
price of the Stock on the last previous day on which a sale
on the NYSE is reported.
"Participant" shall mean an employee of the Company or its
subsidiaries who is selected by the Committee to participate
in the Plan.
SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 16, the number of shares of Stock which
shall be available for the grant of Awards under the Plan
shall not exceed the greater of (i) in any year, one percent
(1%) of the number of shares of Common Stock outstanding as
of January 1 of such year (including treasury shares) or
(ii) during the first five years the Plan is in effect, five
percent (5%) of the number of shares of Common Stock
outstanding as of January 1, 1993 (including treasury
shares). The maximum number of shares set forth in clause
(i) of the preceding sentence shall be increased in any year
by the number of shares available for grant in any previous
years since the effective date of the Plan whichwere not
covered by Awards granted under the Plan in such years. The
maximum number of shares in clause (ii) of the preceding
sentence shall be increased by one percent (1%) ofthe
increase in the number of outstanding shares of Common
Stock (other than as provided in Section 16) for each year
during the first five years the Plan is in effect that such
increase in outstanding shares is in effect.
<PAGE>
Notwithstanding anything contained herein to the contrary,
in no event shall (x) more than 6,000,000 shares of Stock be
available in the aggregate for the issuance of Stock
pursuant to incentivestock options granted under the Plan,
or (y) more than thirty percent (30%) of the number of
shares of Stock which are available for the grant of Awards
under the Plan be availablein the aggregate for the issuance
of Stock pursuant to the performance shares or restricted
stock granted under thePlan. The shares of Stock issued
under the Plan may be authorized and unissued shares or
treasury shares, as the Company may from time to time
determine.
Shares of Stock subject to an Award that expires unexercised
that is forfeited, terminated or cancelled, in whole or in
part, or is paid in cash in lieu of Stock, shall thereafter
again be available for grant under the Plan, provided that
if the Participant who had been granted such Award (i) was
an officer subject to the provisions of Section 16(b) of the
Exchange Act and (ii) received benefits of ownership of such
shares for purposes of Section 16(b) ofthe Exchange Act
(such as dividends with respect to forfeited shares of
restricted stock), such shares shall not there after be
available for grant under the Plan to officers subject to
the provisions of Section 16(b) of the Exchange Act.
4. ADMINISTRATION. The Plan shall be administered by the
Committee. A majority of the Committee shall constitute a
quorum, and the acts of a majority shall be the acts of the
Committee.
Subject to the provisions of the Plan, the Committee (i)
shall select the Participants, determine the type of Awards
to be made to Participants, determine the shares or share
units subject to Awards, and (ii) shall have the authority
to interpret the Plan, to establish, amend, and rescind any
rules and regulations relating to the Plan, to determine the
terms and provisions of any agreements entered into
hereunder, and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee
may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and
to the extent it shall deem desirable to carry it into
effect. The determinations of the Committee in the
administration of the Plan, as described herein, shall be
final and conclusive.
5. ELIGIBILITY. All employees of the Company and its
subsidiaries who have demonstrated significant management
potential or who have the capacity for contributing in a
substantial measure to the successful performance of the
Company, as determined by the Committee, are eligible to be
Participants in the Plan
6. AWARDS. Awards under the Plan may consist of: stock
options (either incentive stock options within the meaning
of Section 422 of the Internal Revenue Code or nonstatutory
stock options), stock appreciation rights, performance
shares, and restricted stock grants. Awards of performance
shares and restricted stock may provide the Participant with
dividends or dividend equivalents and voting rights prior to
vesting (whether based on a period of time or based on
attainment of specified performance conditions).
<PAGE>
7. STOCK OPTIONS. The Committee shall establish the option
price at the time each stock option is granted, which price
shall not be less than 100% of the Fair Market Value of the
Common Stock on the date of grant. Stock options shall be
exercisable for such period as specified by the Committee,
but in no event may options be exercisable for a period of
more than ten years after their date of grant. The option
price of each share as to which a stock option is exercised
shall be paid in full at the time of such exercise. Such
payment shall be made in cash, by tender of shares of Common
Stock owned by the Participant valued at Fair Market Value
as of the date of exercise, subject to such guidelines for
the tender of Common Stock as the Committee may establish,
in such other consideration as the Committee deems
appropriate, or by a combination of cash, shares of Common
Stock and such other consideration.
8. STOCK APPRECIATION RIGHTS. Stock appreciation rights
may be granted in tandem with a stock option, in addition to
a stock option, or may be freestanding and unrelated to a
stock option. Stock appreciation rights granted in tandem
or in addition to a stock option may be granted either at
the same time as the stock option or at a later time. No
stock appreciation right shall be exercisable earlier than
six months after grant, except in the event of the
Participant's death or disability. A stock appreciation
right shall entitle the Participant to receive from the
Company an amount equal to the increase of the Fair Market
Value of a share of Common Stock on the exercise of the
stock appreciation right over the grant price. The
Committee shall determine in its sole discretion whether the
stock appreciation right shall be settled in cash, Stock or
a combination of cash and Stock.
9. PERFORMANCE SHARES. Performance shares may be granted
in the form of actual shares of Stock or share units having
a value equal to an identical number of shares of Stock. In
the event that a stock certificate is issued in respect of
performance shares, such certificate shall be registered in
the name of the Participant but shall be held by the Company
until the time the performance shares are earned. The
performance conditions and the length of the performance
period shall be determined by the Committee but in no event
may a performance period be less than twelve months. The
Committee shall determine in its sole discretion whether
performance shares granted in the form of share units shall
be paid in cash, Stock, or a combination of cash and Stock.
10. RESTRICTED STOCK. Restricted stock may be granted in
the form of actual shares of Stock or share units having a
value equal to an identical number of shares of Stock. In
the event that a stock certificate is issued in respect of
restricted stock, such certificate shall be registered in
the name of the Participant but shall be held by the Company
until the end of the restricted period. The employment
conditions and the length of the period for vesting of
restricted stock shall be established by the Committee at
time of grant, except that each restriction period shall not
be less than twelve months. The Committee shall determine
in its sole discretion whether restricted stock granted in
the form of share units shall be paid in cash, Stock, or a
combination of cash and Stock.
11. AWARD AGREEMENTS. Each Award under the Plan shall be
evidenced by an agreement setting forth the terms and
conditions, as determined by the Committee, which shall
apply to such Award, in addition to the terms and conditions
specified in the Plan.
<PAGE>
12. CHANGE OF CONTROL. In the event of a Change of
Control, as hereinafter defined, (i) all stock appreciation
rights which have not been granted in tandem with stock
options and which have been outstanding for at least six
months shall become exercisable in full, (ii) the
restrictions applicable to all shares of restricted stock
shall lapse and such shares shall be deemed fully vested and
all restricted stock granted in the form of share units
shall be paid in cash, (iii) all performance shares shall be
deemed to be earned in full and all performance shares
granted in the form of share units shall be paid in cash,
and (iv) any Participant who has been granted a stock option
which is not exercisable in full shall be entitled, in lieu
of the exercise of the portion of the stock option which is
not exercisable, to obtain a cash payment in an amount equal
to the difference between the option price of such stock
option and (A) in the event the Change of Control is the
result of a tender offer or exchange offer for the Common
Stock, the final offer price per share paid for the Common
Stock, or such lower price as the Committee may determine
with respect to any incentive stock option to preserve its
incentive stock option status, multiplied by the number of
shares of Common Stock covered by such portion of the stock
option, or (B) in the event the Change of Control is the
result of any other occurrence, the aggregate value of the
Common Stock covered by such portion of the stock option, as
determined by the Committee at such time. The Committee
may, in its discretion, include such further provisions and
limitations in any agreement documenting such Awards as it
may deem equitable and in the best interests of the Company.
A "Change of Control" shall be deemed to occur if (A) any
"person" (as such term is defined in Section 3(a)(9) and as
used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), excluding the
Company or any of its subsidiaries, a trustee or any
fiduciary holding securities under an employee benefit plan
of the Company or any of its subsidiaries, an underwriter
temporarily holding securities pursuant to an offering of
such securities or a corporation owned, directly or
indirectly, by stockholders of the Company in substantially
the same proportion as their ownership of the Company, is or
becomes the "beneficial owner" (as defined in Rule 13d- 3
under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding
securities ("Voting Securities"); or (B) during any period
of not more than two years, individuals who constitute the
Board of Directors of the Company as of the beginning of the
period and any new director (other than a director
designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause
(A) or (C) of this sentence) whose election by the Board of
Directors of the Company or nomination for election by the
Company's shareholders was approved by a vote of at least
two thirds (2/3) of the directors then still in office who
either were directors at such time or whose election or
nomination for election was previously so approved, cease
for any reason to constitute a majority thereof; or (C) the
shareholders of the Company approve a merger or
consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in
the Voting Securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into Voting Securities of
the surviving entity) at least 60% of the combined voting
power of the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger
or consolidation, or the shareholders of the Company approve
a plan of complete liquidation of the Company or any
agreement for the sale or disposition by the Company or all
or substantially all of the Company's assets.
<PAGE>
13. WITHHOLDING. The Company shall have the right to
deduct from any payment to be made pursuant to the Plan the
amount of any taxes required by law to be withheld
therefrom, or to require a Participant to pay to the Company
such amount required to be withheld prior to the issuance or
delivery of any shares of Stock or the payment of cash under
the Plan. The Committee may, in its discretion, permit a
Participant to elect to satisfy such withholding obligation
by having the Company retain the number of shares of Stock
whose Fair Market Value equals the amount required to be
withheld. Any fraction of a share of Stock required to
satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash to the Participant.
14. NONTRANSFERABILITY. No Award shall be assignable or
transferable, and no right or interest of any Participant
shall be subject to any lien, obligation or liability of the
Participant, except by will or the laws of descent and
distribution.
15. NO RIGHT TO EMPLOYMENT. No person shall have any claim
or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to
be retained in the employ of the Company or its
subsidiaries. Further, the Company and its subsidiaries
expressly reserve the right at any time to dismiss a
Participant free from any liability, or any claim under the
Plan, except as provided herein or in any agreement entered
into hereunder.
16. ADJUSTMENT OF AND CHANGES IN STOCK. In the event of
any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization,
merger, consolidation, spinoff, combination or exchange of
shares or other corporate change, or any distributions to
common shareholders other than regular cash dividends, the
Committee may make such substitution or adjustment, if any,
as it deems to be equitable, as to the number or kind of
shares of Common Stock or other securities issued or
reserved for issuance pursuant to the Plan and to
outstanding Awards.
17. AMENDMENT. The Board of Directors may amend, suspend
or terminate the Plan or any portion thereof at anytime,
provided that no amendment shall be made without stockholder
approval if such approval is necessary in order for the Plan
to continue to comply with Rule 16b-3 under the Exchange
Act.
18. EFFECTIVE DATE. The Plan shall be effective as of
January 1, 1993. Subject to earlier termination pursuant to
Section 17, the Plan shall have a term of ten years from its
effective date.
<PAGE>
1993 LONG-TERM INCENTIVE PLAN OF
THE BANK OF NEW YORK COMPANY, INC.
PERFORMANCE SHARE AGREEMENT -
# of Shares Grant Grant
Granted Date Price
TO:
Pursuant to the 1993 Long-Term Incentive Plan of The Bank of New York
Company, Inc. (the "Plan"), you have been granted shares of Common Stock (the
"Performance Shares") upon the following terms and conditions and the terms and
conditions of the Plan. A copy of the Plan is attached hereto. Terms used in
this Agreement shall have the same meaning as in the Plan.
The Performance Shares attributable to each Performance Cycle are
forfeitable during the period commencing on the first day of the year in which
the grant date occurs and ending on the last day of the applicable Performance
Cycle for such shares. The period during which performance will be measured to
determine the amount of Performance Shares which may be earned is as follows:
Performance Performance Cycle
Cycle Measurement Period # of Shares
1. Certificate. Upon your acceptance of this Agreement, a
-----------
certificate for the Performance Shares will be registered in your name but will
be retained by the Company during each of the Performance Cycles. You must also
submit an executed stock power, in blank, with respect to such certificate when
you return a signed copy of this Agreement to the Company.
2. Performance Goals. The performance goals to be achieved within
-----------------
each of the Performance Cycles are set forth in the attached Exhibit. For each
cycle, between 0% and 125% of the Performance Shares granted under this
Agreement will be earned according to the schedule set forth in the Exhibit.
3. Rights as Shareholders. During the Performance Cycles you will
----------------------
have the right to receive dividend equivalents with respect to such Performance
Shares and you will have the right to vote such Performance Shares. In the event
you receive any additional shares of Common Stock as a result of a stock split,
stock dividend or distribution with respect to the Performance Shares, such
additional shares will be made subject to the same restrictions set forth in
this Agreement as if the shares of Common Stock so dividended or distributed
were part of the original grant of Performance Shares.
4. Non-transferable. You may not sell, transfer, assign, pledge or
----------------
otherwise encumber or dispose of the Performance Shares until after the end of
the applicable Performance Cycle.
5. Determination of Earned Performance Shares. A final
------------------------------------------
determination as to the number of Performance Shares earned by you for each of
the Performance Cycles will be made as soon as practicable following the end of
the Performance Cycle. In the event of a Change of Control, you will be deemed
to have earned 100% of the Performance Shares.
<PAGE>
6. Payment of Performance Shares. At the end of each Performance Cycle
------------------------------
or upon the occurrence of a Change of Control, the certificate evidencing the
shares of Performance Shares earned by you (including any additional shares of
Common Stock required as a result of earning more than 100% of the Performance
Shares) will be delivered to you. In the case of your death, delivery will be
made to the beneficiary designated in writing by you or, in the absence of such
designation, to your legatee or legatees under your last will or your personal
representatives or distributees, as the case may be.
7. Termination of Employment. In the event of your retirement at or after
--------------------------
your normal retirement date, your earlier termination of employment with the
consent of the Committee, or upon the occurrence of your disability, the
Performance Cycle with a Measurement Period for the year during which such
retirement, termination or disability occurs, will continue for its full term
and you will be deemed to earn a prorated amount of Performance Shares based on
the number of full months of such Performance Cycle which have elapsed prior to
such retirement, termination or disability. In the event of your death, the
Performance Cycle will continue until the end of the year in which your death
occurs, and the performance of the Company through such date shall be measured
against the established performance goals and the proration as called for in the
immediately preceding sentence will be performed. In the event of your
termination of employment for any other reason, all Performance Shares will be
forfeited. Performance Shares with Measurement Periods which commence after your
retirement, termination, disability or death will be forfeited.
8. Withholding of Taxes. The Company shall have the right to deduct from
---------------------
any payment to be made pursuant to the Plan, any taxes required by law to be
withheld therefrom, or to require you to pay such taxes prior to the transfer of
Performance Shares to you. The Company may also permit you to elect to pay the
withholding tax with Performance Shares.
9. Miscellaneous. This Agreement (a) shall be binding upon and inure to the
--------------
benefit of any successor of the Company, (b) shall be governed by the laws of
the State of New York, and (c) may not be amended except in writing. This grant
shall in no way affect your participation or benefits under any other plan or
benefit program maintained or provided by the Company. In the event of a
conflict between this Agreement and the Plan, the Plan shall govern.
Please indicate your acceptance hereof by signing and returning the enclosed
copy of this Agreement.
Sincerely,
THE BANK OF NEW YORK COMPANY, INC.
BY________________________________
Secretary
Accepted and Agreed to:
_______________________
Participant
<PAGE>
EXHIBIT 5.1
December 13, 1994
The Bank of New York Company, Inc.
48 Wall Street
New York, New York 10286
Ladies and Gentlemen:
The undersigned is Senior Counsel of The Bank of New York. This is in
connection with the registration, by The Bank of New York Company, Inc., a New
York Corporation (the "Company") under the Securities Act of 1933, as amended
(the "Act") of 9,000,000 shares of the Company's Common Stock par value $7.50
per share (the "Common Stock") to be issued pursuant to the Employees' Stock
Purchase Plan of The Bank of New York Company, Inc., the Employees' Profit-
Sharing Plan of The Bank of New York Company, Inc. and the 1993 Long-Term
Incentive Plan of The Bank of New York Company, Inc. (collectively, the
"Plans"), and the Preferred Stock Purchase Rights related to the Common Stock
(the "Rights") to be issued pursuant to the Rights Agreement, dated as of
December 10, 1985, as amended by the First Amendment, dated as of June 13, 1989,
by the Second Amendment, dated as of April 30, 1993, and by the Third Amendment
dated March 8, 1994, between the Company and the Bank of New York, as Rights
Agent ("Rights Agent"). In connection with the foregoing, I have examined such
corporate records, certificates and other documents, and such questions of law
as I have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion when
the registration statement relating to the Common Stock and the Rights (the
"Registration Statement") has become effective under the Act, and the Common
Stock has been duly issued in accordance with the Plans and, in the case of
Common Stock constituting performance shares issued pursuant to the 1993 Long-
Term Incentive Plan of The Bank of New York Company, Inc. (the "Long-Term
Incentive Plan"), in accordance with the Performance Share Agreement between the
Company and each respective participant, the Common Stock will be legally
issued, fully paid and non-assessable and that the Rights attributable to the
Common Stock will be validly issued.
In connection with my opinion set forth above, I note that the rights of
participants in the Long-Term Incentive Plan with respect to the Common Stock
constituting performance shares issued pursuant to the Long-Term Incentive Plan
are subject to the terms of the Performance Share Agreement between the Company
and each respective participant.
In connection with my opinion concerning the Rights, I note that the
question of whether the Board of Directors of the Company might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
this opinion.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York and I am expressing no opinion as to the
laws of any other jurisdiction.
I have relied, as to certain matters, on information obtained from public
officials, officers of the Company and other sources believed by me to be
responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Interests
of Named Experts and Counsel" in the Registration Statement. In giving such
consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ Paul A. Immerman
Paul A. Immerman
Senior Counsel
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of The Bank of New York Company, Inc.
on Form S-8 of our report dated February 25, 1994 appearing
in the 1993 Annual Report to Shareholders which is
incorporated by reference in the Annual Report on Form 10-K
of The Bank of New York Company, Inc. for the year ended
December 31, 1993 (as amended by Form 10-K/A - No. 1, filed
September 19, 1994) and to the reference to us under the heading
"Interests of Named Experts and Counsel".
DELOITTE & TOUCHE LLP
New York, New York
December 13, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTS
As independent public accountants, we hereby consent to the
incorporation by reference in The Bank of New York Company,
Inc.'s (BONY) registration statement on Form S-8 of our
report dated January 12, 1993 with respect to the
consolidated financial statements of National Community
Bank's, Inc. (NCB) included in BONY's 1993 Annual report, as
amended by Amendment No. 1 on Form 10-K/A filed September
19, 1994. It should be noted that we have not audited any
financial statements of NCB subsequent to December 31, 1992
or performed any audit procedures subsequent to the date of
our report.
Arthur Andersen LLP
Roseland, New Jersey
December 13, 1994
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ William R. Chaney
______________________________
William R. Chaney
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Samuel F. Chevalier
______________________________
Samuel F. Chevalier
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Anthony P. Gammie
______________________________
Anthony P. Gammie
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Alan R. Griffith
______________________________
Alan R. Griffith
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Edward L. Hennessy, Jr.
______________________________
Edward L. Hennessy, Jr.
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ John C. Malone
______________________________
John C. Malone
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Donald L. Miller
______________________________
Donald L. Miller
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ H. Barclay Morley
______________________________
H. Barclay Morley
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Martha T. Muse
______________________________
Martha T. Muse
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Catherine A. Rein
______________________________
Catherine A. Rein
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Thomas A. Renyi
______________________________
Thomas A. Renyi
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Harold E. Sells
______________________________
Harold E. Sells
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Delbert C. Staley
______________________________
Delbert C. Staley
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ W.S. White, Jr.
______________________________
W.S. White, Jr.
<PAGE>
THE BANK OF NEW YORK COMPANY, INC.
POWER OF ATTORNEY FOR REGISTRATION STATEMENT
ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
The undersigned Director or Officer of The Bank of New York
Company, Inc. (the "Company") hereby appoints Alan R. Griffith,
Thomas A. Renyi, Deno D. Papageorge, Charles E. Rappold, II and
Jacqueline R. McSwiggan, and each of them severally as the
attorney-in-fact of the undersigned to sign the Company's
Registration Statement on Form S-8, or such appropriate form, on
his or her behalf, in any and all capacities stated therein, and
to file such Registration Statement with the Securities and
Exchange Commission under the Securities Act of 1933 and to sign
and file with the Securities and Exchange Commission any and all
amendments (including post effective amendments) and supplements
thereto with respect to shares of the Company's Common Stock,
$7.50 par value (including the preferred stock purchase rights)
to be issued under the Employees' Profit-Sharing Plan of the
Company, the Employees' Stock Purchase Plan of the Company, the
1993 Long-Term Incentive Plan of the Company together with any
interests to be offered or sold pursuant to such plans.
Dated: December 13, 1994
New York, New York
/s/ Samuel H. Woolley
______________________________
Samuel H. Woolley
