BANK OF NEW YORK CO INC, DEF 14A, 1995-03-31

BANK OF NEW YORK CO INC
DEF 14A, 1995-03-31
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>

The Bank of New York Company, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2
[LOGO]
48 Wall Street, New York , N.Y. 10286
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of
The Bank of New York Company, Inc.

Notice is hereby given that the Annual Meeting of Shareholders of The Bank of
New York Company, Inc. (the "Company") will be held at The Bank of New York
(Delaware), White Clay Center, Route 273, Newark, Delaware on Tuesday, May 9,
1995 at 11:00 a.m., New York time, for the following purposes:

1. To elect sixteen directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors have been elected
and qualified;

2. To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as the Company's independent public accountants for the current
fiscal year;

3. To consider a shareholder proposal relating to cumulative voting rights;

4. To consider a shareholder proposal relating to term limits for
directors;

5. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on March 21, 1995 as the
time as of which shareholders of the Company entitled to notice of and to vote
at the meeting shall be determined.

It is important that your shares be represented at the Annual Meeting. PLEASE
COMPLETE, DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD PROMPTLY IN THE RETURN
ENVELOPE PROVIDED, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING,
SO THAT YOUR VOTE MAY BE RECORDED.

We hope you will be able to attend.

By order of the Board of Directors,

J. CARTER BACOT PHEBE C. MILLER
Chairman of the Board Secretary

March 31, 1995
<PAGE> 3

[LOGO]

48 Wall Street, New York, N.Y.10286
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PROXY STATEMENT

This Proxy Statement is submitted in connection with the solicitation of proxies
for the Annual Meeting of Shareholders ("Annual Meeting") by the Board of
Directors of The Bank of New York Company, Inc. (the "Company"). The Board of
Directors has fixed the close of business on March 21, 1995 as the time as of
which shareholders of the Company entitled to notice of and to vote at the
Annual Meeting shall be determined. The outstanding voting stock of the Company
as of March 21, 1995 consisted of 190,223,523 shares of Common Stock ($7.50 par
value) ("Common Stock"), each share being entitled to one vote. Only
shareholders whose names appeared on the books of the Company at the close of
business on March 21, 1995 will be entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof. Three officers of the Company have
been designated as the proxies to vote shares at the Annual Meeting in
accordance with the instructions on the proxy card. The Company's By-laws
provide that the presence at the Annual Meeting of the holders of a majority of
the shares of the Company entitled to vote at such meeting constitutes a quorum
for the transaction of business.

A Notice of Annual Meeting and a form of proxy are enclosed. Each proxy
submitted will be voted as directed, but if not otherwise specified, proxies
solicited by the Board of Directors will be voted for the election as directors
of those nominees named in this Proxy Statement, for ratification of the
appointment of Deloitte & Touche LLP as the Company's independent public
accountants, and against the shareholder proposals set forth in Items 3 and 4 of
the form of proxy. Should any nominee for director named in this Proxy Statement
become unable or unwilling to accept nomination or election, which is not
anticipated, it is intended that the persons acting as proxies will vote for the
election of such other person, if any, as the Board of Directors may recommend.

A PLURALITY OF THE VOTES CAST IS SUFFICIENT TO ELECT DIRECTORS AND A MAJORITY OF
THE VOTES CAST IS SUFFICIENT TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP
AND TO ADOPT THE SHAREHOLDER PROPOSALS.

FOR PURPOSES OF DETERMINING THE VOTES CAST WITH RESPECT TO ANY MATTER PRESENTED
FOR CONSIDERATION AT THE ANNUAL MEETING, ONLY THOSE CAST "FOR" OR "AGAINST" (OR
"WITHHELD" IN THE ELECTION OF DIRECTORS) ARE COUNTED. PURSUANT TO NEW YORK LAW,
ABSTENTIONS AND BROKER "NON-VOTES" WILL NOT BE COUNTED.

The management of the Company knows of no matters which are to be presented for
consideration at the Annual Meeting other than those specifically described in
the Notice of Annual Meeting of Shareholders, but if other matters are properly
presented, it is the intention of the persons designated as proxies to vote on
them in accordance with their judgment.

Each shareholder has the right to revoke a proxy at any time before it is voted.
A proxy may be revoked by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date. Any shareholder may
attend the Annual Meeting and vote in person whether or not a proxy was
previously submitted.

This Proxy Statement and the accompanying form of proxy are first being sent to
shareholders on or about March 31, 1995.

The cost of soliciting the proxies to which this Proxy Statement relates will be
borne by the Company. In addition to the use of the mails, proxies may be
solicited in person or by telephone or telegram by officers and regular
employees of the Company and its subsidiaries who will not be specifically
compensated therefor. The Company has engaged Morrow & Co. to assist in the
solicitation of proxies for a fee of $10,000 plus reimbursement for
out-of-pocket expenses. The Company will also reimburse brokers or other persons
holding shares in their names or in the names of their nominees for their
reasonable out-of-pocket expenses in forwarding proxies and proxy material to
the beneficial owners of such shares.
<PAGE> 4

BOARD OF DIRECTORS AND DIRECTOR COMPENSATION

The Company is a bank holding company whose principal subsidiary is The Bank of
New York (the "Bank"). The Company and the Bank are incorporated under the laws
of the State of New York. The interests of shareholders are represented by the
Board of Directors, which oversees the business and management of the Company.
Information concerning the members of the Board of Directors who are standing
for reelection is set forth below under the caption "Nominees for Election as
Directors." This solicitation of proxies is intended to give all shareholders a
chance to vote for the persons who are to be their representatives in the
governance of the Company.

In accordance with New York law, the Company's By-laws set forth the Board's
responsibilities and establish various corporate authorizations. The By-laws
also deal with the organization of the Board, which is described below. The
Board has the power to amend the By-laws.

Directors are elected to serve until the next annual meeting of shareholders and
until their successors have been elected and qualified. Mr. Delbert C. Staley
and Mr. Samuel H. Woolley are retiring from the Board and will not stand for
reelection.

During 1994, the Board of Directors of the Company met a total of 12 times. Each
incumbent director attended at least 75% of the aggregate number of meetings of
the Board of Directors and the committees thereof on which such director served
during 1994. The Board of the Bank, which during 1994 included all the members
of the Board of Directors of the Company except Mr. Woolley, held a regular
meeting each month.

The Board of Directors of the Company has appointed several committees which
have responsibility for particular corporate matters. There follows a
description of each committee and its functions, including certain information
concerning the directors standing for reelection who serve on such committee.

The Board of Directors of the Company has a Nominating Committee whose members
during 1994 were Messrs. Staley (Chairman), Chaney, Hennessy, Malone and Morley.
The Nominating Committee is willing to consider nominations for future election
to the Board, and shareholders may submit in writing the names and
qualifications of proposed nominees to the Secretary of the Company. The
Nominating Committee met three times during 1994.

The Board of Directors of the Company has an Executive Committee whose members
during 1994 were Messrs. Bacot (Chairman), Barth, Chaney, Chevalier, Gomory,
Griffith, Hennessy, Miller, Renyi, Staley and Ms. Rein. The Executive Committee
has the full authority of the Company's Board of Directors, except for
limitations relating to major corporate matters. The Executive Committee met
twice in 1994.

The Board of Directors of the Company annually appoints an Audit Committee,
comprised entirely of directors who are not officers of the Company, to consider
relevant accounting matters arising in such year. Messrs. Hennessy (Chairman),
Chaney, Gammie, Gomory, Mses. Muse and Rein, Messrs. Sells and White served on
the Audit Committee during 1994. The duties of the Audit Committee include
reviewing the condition of the loan portfolio, reviewing examinations made by
the regulatory authorities, reviewing and approving the program of the internal
auditor, recommending to the Board of Directors the selection of independent
public accountants, reviewing audited financial statements presented to
shareholders and the soundness of internal accounting controls, and reporting
its findings to the Board of Directors. The Audit Committee met five times in
1994.

The Board of Directors of the Company has a Compensation Committee whose members
during 1994 were Messrs. Morley (Chairman), Chaney, Malone, Miller, Sells and
Staley. The Compensation Committee is responsible for matters of executive
compensation and administration of the Company's incentive compensation plans.
The Compensation Committee met six times during 1994.

The Board of Directors of the Company has a Pension Committee whose duties are
to ascertain that the retirement plans of the Company are in compliance with the
Employee Retirement Income Security Act of 1974, to review the investments in
the trust funds of the plans and to report to the Board on these matters.
Messrs. Woolley (Chairman), Barth, Gammie, Morley and White served on the
Pension Committee during 1994. The Pension Committee met three times during
1994.

During 1994, each director who was not an officer of the Company or its
subsidiaries received an annual retainer of $24,000 and 600 shares of Common
Stock as adjusted for the 2 for 1 stock split effective May 13, 1994. In
addition, each director who was not an officer of the Company or its
subsidiaries received a fee of $1,600 for each meeting of the Board and any
committee which the director attended.

2
<PAGE> 5

The Chairman of the Audit Committee received an additional annual retainer fee
of $7,000, the Chairman of the Compensation Committee received an additional
annual retainer fee of $5,000 and the Chairmen of the other Committees of the
Board each received an additional annual retainer fee of $3,000. A director who
serves on the Boards of both the Company and the Bank receives only one
retainer. If the Boards of the Company and the Bank meet on the same day, only
one fee is paid for attendance at both meetings. Officers of the Company and its
subsidiaries do not receive any compensation for service on the Boards of the
Company or its subsidiaries, or the committees thereof.

Under the Deferred Compensation Plan for Non-Employee Directors of The Bank of
New York Company, Inc. (the "Directors' Deferred Compensation Plan"), each
director who is not an officer of the Company or any of its subsidiaries may
elect to defer payment of the director's retainer and meeting fees. In
accordance with the director's election, pursuant to the terms of the Directors'
Deferred Compensation Plan, deferral of the retainer and meeting fees are
allocated to accounts on the Company's books corresponding to the investment
funds under the Company's profit-sharing plan; the accounts are adjusted to
reflect the investment performance of such funds. All payments are made in cash,
except that payment is made in shares of Common Stock with respect to amounts
allocated to the Common Stock fund. The Directors' Deferred Compensation Plan
contains provisions for the payment of each director's account balance upon such
director's termination following a change of control (as defined in the
Directors' Deferred Compensation Plan). The Directors' Deferred Compensation
Plan is not funded and payments are made from the Company's general assets.

The Bank of New York Company, Inc. Retirement Plan for Non-Employee Directors
(the "Directors' Retirement Plan") provides retirement benefits to a director
who retires from the Board after attaining age 60 or becoming disabled, and
serving for at least five years, provided the director is not an employee or
former employee entitled to retirement benefits under a retirement plan of the
Company or its subsidiaries for services as an employee. The amount of the
retirement benefit is equal to 50% of the director's annual cash retainer,
increased by 10% for each additional year of service in excess of five years of
service and subject to a maximum benefit of 100% of such retainer. If the
director retires from the Board after attaining age 70, the retirement benefit
is paid for the director's life; otherwise, it is paid for a number of years
equal to the director's years of service on the Board (but in no event after the
death of the director). The Directors' Retirement Plan contains provisions for
the payment of each director's account balance upon such director's termination
following a change of control (as defined in the Directors' Retirement Plan).
The Directors' Retirement Plan is not funded and payments are made from the
Company's general assets.

ELECTION OF DIRECTORS

Unless contrary instructions are given, the persons designated as proxies intend
to vote on behalf of shareholders for the election of the nominees listed in the
following pages. If any nominee shall unexpectedly become unable or unwilling to
accept nomination or election, the persons designated as proxies intend to vote
on behalf of shareholders for the election of such other person, if any, as the
Board of Directors may recommend. The directors elected will hold office until
the next annual meeting and until their successors have been elected and
qualified.

NOMINEES FOR ELECTION AS DIRECTORS

The following pages show each nominee for election as a director, his or her
age, his or her principal occupation during the past five years, certain other
directorships and trusteeships held, the year in which he or she became a
director, and his or her holdings of Common Stock as of March 1, 1995.

All nominees who are presently serving as directors were elected to their
present term of office by the shareholders.

3
<PAGE> 6

The following information has been furnished by the nominees.

<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
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<S> <C>

[PHOTO] Chairman and Chief Executive Officer of The Bank of New York
Company, Inc. and The Bank of New York

J. CARTER BACOT Chairman and Chief Executive Officer of The Bank of New York
1975 Company, Inc. and The Bank of New York since 1982. Director of
COMMON SHARES: Atlantic Reinsurance Company, The Bank of New York, The Bankers
404,984 Roundtable, Centennial Insurance Company, Federal Reserve Bank of
New York, Phoenix Home Life Mutual Insurance Company, Woolworth
Corporation, The Philharmonic-Symphony Society of New York, Inc.,
the Josiah Macy, Jr. Foundation and the United Way of New York City.
Trustee of Atlantic Mutual Insurance Company, Hamilton College and
Economic Club of New York. Chairman of United Way of New York City.
Member of Council on Foreign Relations and New York City
Partnership, Inc. Age 62.

[PHOTO] Chairman, President and Chief Executive Officer of Ciba-Geigy
Corporation, diversified chemical products

RICHARD BARTH Chairman of Ciba-Geigy Corporation since July, 1990; President and
1989 Chief Executive Officer of Ciba-Geigy Corporation since 1986;
COMMON SHARES: Director of The Bank of New York, Bowater Incorporated, Ciba-Geigy
4,800 Corporation and Chemical Manufacturers Association. Trustee of
Committee for Economic Development and Chairman of the Board of
Trustees of New York Medical College. Member of the American, New
York and New Jersey Bar Associations. Age 63.

[PHOTO] Chairman and Chief Executive Officer of Tiffany & Co., international
designers, manufacturers and distributors of jewelry and fine goods

WILLIAM R. CHANEY Chairman and Chief Executive Officer of Tiffany & Co. since 1984.
1989 Director of The Bank of New York, Tiffany & Co., The Tinker
COMMON SHARES: Foundation, Incorporated, Jewelers of America, Mystic Seaport
10,100 Stores, Provident Holdings, Inc. and Chairman of the Fifth Avenue
Association. Age 62.
</TABLE>

4
<PAGE> 7

SAMUEL F. CHEVALIER Vice Chairman of The Bank of New York Company, Inc. and The Bank of
1989 New York since 1989. Chief Operating Officer of Irving Bank
COMMON SHARES: Corporation from 1988 to March, 1990; President of Irving Bank
29,602 Corporation from 1984 to March, 1990; Vice Chairman of Irving Trust
Company from 1984 to 1989; Chief Operating Officer of Irving Trust
Company from 1988 to 1989; Director of The Bank of New York and the
March of Dimes of New York. Age 61.

[PHOTO] Chairman of Bowater Incorporated, paper and allied products

Chairman of Bowater Incorporated since 1985; Chief Executive Officer
ANTHONY P. GAMMIE from 1983 to March, 1995. President from 1983 to July, 1992.
1988 Chairman of Bowater Mersey Paper Company. Director of Bowater
COMMON SHARES: Incorporated, Bowater Canadian Limited, Great Northern Paper, Inc.,
8,257 The Bank of New York, Alumax Incorporated and The American Forest
and Paper Institute. Chairman of the Calhoun Newsprint Company. Age
60.

[PHOTO] President of Alfred P. Sloan Foundation, Inc., private foundation

President of Alfred P. Sloan Foundation, Inc. from 1989 to present.
RALPH E. GOMORY Senior Vice President for Science and Technology of International
1981 Business Machines Corporation from 1985 to 1989. Director of Ashland
COMMON SHARES: Oil Company, The Bank of New York, The Washington Post Company,
22,200 Lexmark International, Inc. and Polaroid Corp. Member of the
National Academy of Sciences and the National Academy of
Engineering. Age 65.
</TABLE>

5
<PAGE> 8

ALAN R. GRIFFITH Vice Chairman of The Bank of New York Company, Inc. and of The Bank
1990 of New York since December, 1994. Senior Executive Vice President of
COMMON SHARES: The Bank of New York Company, Inc. and President and Chief Operating
102,164 Officer of The Bank of New York from June, 1990 to December, 1994.
Senior Executive Vice President of The Bank of New York from 1988 to
June, 1990. Director of The Bank of New York, New York State Bankers
Association and Downtown Lower Manhattan Association. Trustee of
Lafayette College, The ALS Association, Nature Conservancy -- New
York Region, and The Hundred Year Association. Age 53.

[PHOTO] Retired

Chairman and Chief Executive Officer of Allied-Signal Inc. from 1979
EDWARD L. HENNESSY, JR. to 1991. Director of The Bank of New York, The Wackenhut
1985 Corporation, Martin Marietta Corporation, Walden Residential
COMMON SHARES: Properties, Inc. and Fundamental Management Corporation. Trustee of
6,900 the Catholic University of America. Director of March of Dimes. Age
67.

[PHOTO] President and Chief Executive Officer of Tele-Communications, Inc.,
cable television multiple system operator

JOHN C. MALONE President and Chief Executive Officer of Tele-Communications, Inc.
1986 since 1973. Director of Turner Broadcasting System, Inc., The Bank
COMMON SHARES: of New York, CATO Institute, The Discovery Channel,
5,100 Tele-Communications, Inc. and Black Entertainment Television. Age
54.
</TABLE>

6
<PAGE> 9

DONALD L. MILLER Vice President -- Employee Relations, Dow Jones and Company, Inc.
1977 since 1986. Director of The Bank of New York, Advanced Consumer
COMMON SHARES: Marketing Corp., The Jackie Robinson Foundation and Associated Black
13,660 Charities. Trustee of Pace University. Age 63.

[PHOTO] Retired

Chairman of Stauffer Chemical Company from 1977 to 1985; Chief
H. BARCLAY MORLEY Executive Officer from 1974 to 1985. Director of American
1976 Maize-Products Co., The Bank of New York, Champion International
COMMON SHARES: Corporation and Schering-Plough Corporation. Age 65.
16,916

[PHOTO] Chairman and President of The Tinker Foundation Incorporated,
private foundation

MARTHA T. MUSE Chairman and President of The Tinker Foundation Incorporated since
1989 1975. Director of The Bank of New York, Asarco, Inc., the Americas
COMMON SHARES: Society, the Americas Foundation, the Council of the Americas, The
4,942 American Council on Germany and the American Portuguese Society,
Inc., Vice Chairman of the Spanish Institute and Trustee Emeritus of
Columbia University. Member of the Woodrow Wilson International
Center for Scholars and the Council on Foreign Relations, Inc.;
Board of Visitors of the Edmund A. Walsh School of Foreign Service,
Georgetown University. Age 68.
</TABLE>

7
<PAGE> 10

CATHERINE A. REIN Executive Vice President -- Corporate and Professional Services of
1981 Metropolitan Life Insurance Company from 1989 to present; Senior
COMMON SHARES: Vice President from 1988 to 1989. Director of Corning Incorporated,
9,107 The Bank of New York, General Public Utilities Corp. and Inroads/New
York City, Inc. Trustee of the National Urban League and New York
University Law Center Foundation. Age 51.

[PHOTO] President of The Bank of New York Company, Inc. and President and
Chief Operating Officer of The Bank of New York

THOMAS A. RENYI President of The Bank of New York Company, Inc. since March, 1992
1992 and President and Chief Operating Officer of The Bank of New York
COMMON SHARES: since December, 1994. Vice Chairman of The Bank of New York from
91,673 March, 1992 to December, 1994. Chief Credit Policy Officer of The
Bank of New York from 1989 until 1992. Senior Executive Vice
President of The Bank of New York from 1988 until March, 1992.
Director of The Bank of New York. Charter Trustee of Rutgers, The
State University. Trustee, Fisher House Foundation. Age 49.

[PHOTO] Retired

Chairman and Chief Executive Officer, Woolworth Corporation from
HAROLD E. SELLS 1989 to July, 1993; Chairman and Chief Executive Officer, F. W.
1986 Woolworth Co. 1987 to 1989. Director of The Bank of New York and
COMMON SHARES: Woolworth Corporation. Age 66.
6,100
</TABLE>

8
<PAGE> 11

<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION

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<S> <C>
[PHOTO] Retired

Chairman of American Electric Power Company, Inc., from 1976 through
W. S. WHITE, JR. 1991. Chief Executive Officer from 1976 through 1990. Director of
1989 The Bank of New York. Trustee of Battelle Memorial Institute,
COMMON SHARES: Riverside Methodist Hospitals in Columbus and Greater Columbus
6,940 Convention Center. Age 68
</TABLE>

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9
<PAGE> 12

SECURITY OWNERSHIP BY MANAGEMENT

The following table indicates the beneficial ownership of the Company's Common
Stock as of March 21, 1995, by (1) each of the directors (including all nominees
for reelection), (2) the chief executive officer and the other four most highly
compensated executive officers and (3) all directors and executive officers of
the Company as a group, based upon information supplied by each of the directors
and officers. No director or officer currently holds any shares of the Company's
Preferred Stock.

<TABLE>
<CAPTION>
SHARES
THAT
MAY BE
ACQUIRED
WITHIN 60
DAYS
BY
SHARES OF EXERCISE
COMMON OF PERCENT
STOCK OPTIONS OF
BENEFICIALLY AND COMMON
NAME OF BENEFICIAL OWNER OWNED WARRANTS TOTAL STOCK(1)
---------------------------------------- --------- --------- --------- ------
<S> <C> <C> <C> <C>
J. Carter Bacot......................... 404,984 582,204 987,188
Richard Barth........................... 4,800 300 5,100
William R. Chaney....................... 10,100 1,000 11,100
Samuel F. Chevalier..................... 29,602 99,572 129,174
Anthony P. Gammie....................... 8,257 8,257
Ralph E. Gomory......................... 22,200 22,200
Alan R. Griffith........................ 102,164 209,204 311,368
Edward L. Hennessy, Jr. ................ 6,900 6,900
John C. Malone.......................... 5,100 5,100
Donald L. Miller........................ 13,660 13,660
H. Barclay Morley....................... 16,916 16,916
Martha T. Muse.......................... 4,942 249 5,191
Deno D. Papageorge...................... 111,723 267,204 378,927
Catherine A. Rein....................... 9,107 9,107
Thomas A. Renyi......................... 91,673 207,204 298,877
Harold E. Sells......................... 6,100 6,100
Delbert C. Staley....................... 12,780 12,780
W. S. White, Jr. ....................... 6,940 400 7,340
Samuel H. Woolley....................... 29,340 29,340
All Directors and Executive Officers of
the Company, as a Group (a total of 28
persons, including those named
above)................................ 1,159,372 1,926,442 3,085,814 1.6%
</TABLE>

---------------

(1) All percentages are less than 1% of the Company's outstanding shares of
Common Stock except as indicated.

10
<PAGE> 13

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following tables present information concerning compensation for the Chief
Executive Officer and the four most highly compensated executive officers of the
Company for services in all capacities to the Company and its subsidiaries
during the years indicated.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------- ----------------------------------------
AWARDS PAYOUTS
(a) (b) (c) (d) (e) (f) (g) (h) (i)
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND COMPENSATION AWARD(S) OPTIONS PAYOUTS COMPENSATION(2)
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) ($) SARS(#) ($) ($)
--------------------- ---- --------- ---------- ------------ ----------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Carter Bacot...... 1994 $ 900,000 $2,562,125(1) -- -- 80,000 $ 1,160,000 $ 138,960
Chairman 1993 898,462 1,950,000 -- -- 60,000 -- 136,834
1992 800,000 913,750 -- -- 50,000 -- 92,872
1991 800,000 0 -- -- 50,000 0 36,661
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Thomas A. Renyi...... 1994 383,846 846,750(1) -- -- 40,000 435,000 59,266
President 1993 330,000 600,000 -- -- 30,000 -- 50,258
1992 322,308 406,875 -- -- 20,000 -- 37,417
1991 290,000 0 -- -- 20,000 0 13,146
---------------------------------------------------------------------------------------------------------------------------------
Samuel F.
Chevalier........... 1994 532,693 1,122,875(1) -- -- 40,000 507,500 98,543
Vice Chairman 1993 475,000 807,500 -- -- 25,000 -- 86,839
1992 473,462 456,188 -- -- 20,000 -- 63,326
1991 435,000 0 -- -- 20,000 0 27,547
---------------------------------------------------------------------------------------------------------------------------------
Alan R. Griffith..... 1994 363,846 713,125(1) -- -- 30,000 435,000 57,033
Vice Chairman 1993 350,000 687,500 -- -- 25,000 -- 53,304
1992 336,154 328,250 -- -- 20,000 -- 39,024
1991 320,000 0 -- -- 20,000 0 14,504
---------------------------------------------------------------------------------------------------------------------------------
Deno D. Papageorge... 1994 $ 457,693 951,750(1) -- -- 40,000 507,500 70,668
Senior Executive 1993 400,000 720,000 -- -- 30,000 -- 60,919
Vice President 1992 397,885 356,875 -- -- 20,000 -- 46,190
1991 345,000 0 -- -- 20,000 0 15,635
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

---------------

(1) The bonus amounts for 1994 consisted of cash bonuses of $1,800,000,
$495,000, $712,500, $420,000 and $600,000 awarded to Messrs. Bacot, Renyi,
Chevalier, Griffith and Papageorge, respectively, and the value on January
11, 1994, of performance share awards made under the Company's 1993
Long-Term Incentive Plan, the vesting of which was based on 1994
performance. Performance shares awarded to each of the Named Executive
Officers are shown below. Dividends are paid on Performance Shares at the
same rate as on other shares of the Company's Common Stock. Vesting of
awards made on January 11, 1994 will generally take place at the rate of one
third of the award for each of 1994, 1995 and 1996. The number of shares
which vest, if any, in each of those years depends on performance for such
year and may range anywhere from up to 25% higher than the award amount to
as low as zero depending on performance. (See discussion under the
"Performance Share Grants" section of the Compensation Committee Report on
Executive Compensation for 1994.)

<TABLE>
<CAPTION>
Value as of
Shares Vested on December 31, 1994
December 31, 1994 of Shares Vested
Shares Pursuant to Pursuant to
Awarded in Awards Made on Awards Made on
1994 January 11, 1994 January 11, 1994
---------- ----------------- -----------------
<S> <C> <C> <C>
Bacot................................................ 78,000 32,500 $ 942,500
Renyi................................................ 44,000 15,000 435,000
Chevalier............................................ 42,000 17,500 507,500
Griffith............................................. 30,000 12,500 362,500
Papageorge........................................... 36,000 15,000 435,000
</TABLE>

(2) The items included under column (i) for 1994 consist of the following: (1)
annual Company contributions on behalf of the named employees under the
Company's profit-sharing plan, amounting to $135,000, $57,577, $79,904,
$55,408 and $68,654 for Messrs. Bacot, Renyi, Chevalier, Griffith and
Papageorge, respectively, (2) annual allocations under the Company's
employee stock ownership plan for the accounts of Messrs. Bacot, Renyi,
Griffith and Papageorge of $3,960, $1,689, $1,625 and $2,014, respectively,
and (3) excess interest in the amount of $18,639 earned by Mr. Chevalier
under a deferred compensation plan.

11
<PAGE> 14

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS(1) 10-YEAR OPTION TERM(2)
------------------------------------------------ -------------------------
(a) (b) (c) (d) (e) (f) (g)
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS
OPTIONS/ GRANTED TO EXERCISE
SARS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5%($)(3) 10%($)(4)
------------------ ---------- -------------------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Bacot............. 80,000 7.9% $26.00 3/8/04 $1,308,101 $3,314,984
Renyi............. 40,000 3.9 26.00 3/8/04 654,050 1,657,492
Chevalier......... 40,000 3.9 26.00 3/8/04 654,050 1,657,492
Griffith.......... 30,000 3.0 26.00 3/8/04 490,538 1,243,119
Papageorge........ 40,000 3.9 26.00 3/8/04 654,050 1,657,492
</TABLE>

---------------
(1) All options were granted on March 8, 1994. For each named executive officer,
3,846 of the indicated options are incentive stock options and become
exercisable on March 8, 1998; the balance of the options are non-qualified
stock options and become exercisable on March 8, 1995.

(2) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and therefore
are not intended to forecast possible future appreciation, if any, in the
Company's stock price. The Company did not use an alternative formula for a
grant date valuation, as the Company is not aware of any formula which will
determine with reasonable accuracy a present value based on future unknown
or volatile factors.

(3) Values are based on an assumed stock price of $42.351.

(4) Values are based on an assumed stock price of $67.437.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END($)

SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
--------------------------- --------------- ----------- ---------------- ---------------------
<S> <C> <C> <C> <C>
Bacot...................... 0 0 498,574 / 96,426 $4,404,571 / $416,389
Renyi...................... 0 0 163,574 / 56,426 1,340,860 / 296,389
Chevalier.................. 0 0 55,942 / 56,426 154,571 / 296,389
Griffith................... 0 0 175,574 / 46,426 1,513,609 / 266,389
Papageorge................. 0 0 228,374 / 56,426 1,957,033 / 296,389
</TABLE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR 1994

PRINCIPLES AND PROGRAM

The Company's executive compensation program is a pay for performance program.
It is designed to:

- motivate executives to enhance shareholder value with compensation plans that
are tied to Company performance;

- target executive compensation at a level to ensure the Company's ability to
attract and retain superior executives.

The Compensation Committee of the Board of Directors, which is composed entirely
of outside directors, has the responsibility for the design, implementation and
administration of the Company's executive compensation program.

12
<PAGE> 15

To meet the above objectives, the program has both cash and equity elements
which consist of base salary, an annual cash incentive bonus, performance share
grants and stock options. In determining executive compensation, the
Compensation Committee evaluates both the total compensation package and its
individual elements. As part of its review, the Committee considers compensation
data concerning the Company's key competitors developed by independent
compensation consultants. When competitive data is used, the Committee gives
primary consideration to the companies in the peer group used for the five-year
comparison of total shareholder return.

It is expected that total compensation will vary annually based on Company and
individual performance. The Compensation Committee and the management of the
Company believe that compensation should be based both on short-term and
long-term measurements and be directly and visibly tied to Company performance,
thus introducing substantial risk in the payout levels. This is illustrated when
comparing the payouts under the Bonus column of the Summary Compensation Table
from 1991 through 1994.

In evaluating the Company's 1994 financial performance, the Compensation
Committee considered a variety of factors. Most noteworthy was 1994 being the
third consecutive year of strong performance and record results. Net income was
$749 million, the highest in the Company's history, and a 34% increase over the
$559 million reported in 1993. Earnings per fully diluted common share, at
$3.70, were 36% higher than the $2.72 in 1993. The Company also achieved record
levels of return on average assets and return on average common equity. ROA was
1.49% in 1994 compared with 1.20% in 1993, while ROE was 18.49%, compared with
14.98% in 1993. The Company's 1994 performance also reflected record net
interest income, strong growth in fee income, continued tight control of
operating expenses, and lower costs associated with problem loans. In addition,
nonperforming assets declined by $286 million, or 45% to $353 million, while
reserve coverage of nonperforming assets improved to 224% from 152% by year-end
1994. Capital levels remained strong and well in excess of the regulatory
minimums for a "well capitalized" bank. The Company's quarterly common stock
dividend was raised twice -- by a total of 42% or 9.5 cents -- to a record
annual level of $1.28 per share.

Following is a description of the elements of executive compensation and a
review of Mr. Bacot's compensation levels for 1994, as they relate to the
Company's performance:

BASE SALARY

Base salary levels for executive officers are determined by the Salary Committee
of The Bank of New York (the "Bank"), which is comprised of the same members as
the Compensation Committee. The Committee assesses a number of factors in fixing
the base salary of the executive officers (including the five most highly
compensated) such as the level of responsibility of the particular position,
compensation levels for positions of comparable responsibility at key
competitors, the individual's performance, the Company's overall financial
performance, and the business and inflationary climate. In considering base
salary levels, the Committee considers all of these factors without giving
specific weight to any one factor.

Base salary levels of executive officers are reviewed every quarter by the
Salary Committee; individual increases generally occur every two years, but are
occasionally awarded more frequently in exceptional cases, as when an individual
is promoted to a new position with greater responsibility. Because of the
substantial risk in the payout levels of the long-term incentive plan, the
Salary Committee believes that base salary levels for the named executives
should be at or above median for the appropriate peer group. Mr. Bacot's base
salary is set at the high end of the comparison group due to his number of years
as Chairman and Chief Executive Officer relative to the comparison group and
because of the high level of risk inherent in the payout levels under the
incentive plans; his salary was not increased in 1994.

The Committee reviews with the Chief Executive Officer his performance
evaluations of other executive officers, and evaluates compensation levels
against levels at the Company's key competitors. Independent compensation
consultants are used to confirm that the salary levels at the Company are within
the peer group range. To ensure that compensation policy for the top executive
officers is consistent with overall Company financial performance and executive
compensation strategies, the Committee reviews the compensation awarded to
approximately 43 of the Bank's most highly compensated executives.

ANNUAL CASH INCENTIVES

The annual cash incentive is designed to provide a short-term (one-year)
incentive to executive officers based on a subjective evaluation of their
individual contribution to Company financial performance for the

13
<PAGE> 16

year. Cash incentives to those executive officers named in the Summary
Compensation Table are determined based on performance against pre-established
corporate goals. Heads of major business units and other key officers are
eligible for incentive payments. Incentive awards are made after each year's
results are known pursuant to the 1994 Management Incentive Compensation Plan,
under which aggregate awards generally may not exceed 10% of the amount by which
net income exceeds 7% of average shareholders' equity for the plan year.
Although the Plan provides for a minimum aggregate award of $100,000, as a
matter of policy, no awards are made pursuant to the Plan unless net income
exceeds 7% of average shareholders' equity for the plan year. Upon
recommendation of the Compensation Committee, the Board approves all executive
officer incentive payments.

Annual cash incentive awards to executive officers for 1994 increased
significantly compared to the prior two years, reflecting strong financial
performance and individual business unit performance. In the case of Mr. Bacot,
his bonus for 1994 was determined pursuant to goals that were established at the
beginning of 1994. Net income was the performance basis for the award and the
results indicated a maximum payout of 200% of base salary. Cash incentive awards
for the other four named executive officers were similarly determined pursuant
to goals that were established at the beginning of 1994.

PERFORMANCE SHARE GRANTS

During 1994, the Company granted performance shares to selected executive
officers under the 1993 Long-Term Incentive Plan (the "1993 LTIP"). In making
grants, the Committee sets guidelines for the size of performance share awards
to executive officers, which are based on a subjective evaluation of an
individual's contribution to Company financial performance, his or her position
and salary in the Company and competitive compensation data. The guideline
number of shares for each executive officer is determined by taking a percentage
of salary and dividing that amount by the fair market value per share. Under the
Plan, performance shares are subject to earnout or forfeiture based on Return on
Equity or Earnings per Share results over the performance period. The actual
number of shares an executive may earn may be between 0% and 125% of the number
of shares that were initially granted, depending on results. Dividend equivalent
payments at the same rate as dividends paid on shares of the Company's Common
Stock and voting rights apply to the number of shares awarded during the
performance periods. In January of 1994, three grants of performance shares
(referred to as 'cycles') were made to all named executive officers, with
performance periods covering calendar years 1994, 1995 and 1996 respectively;
performance goals were also established at that time for the three performance
periods. Mr. Bacot was granted 26,000 shares for each of the three cycles. The
Committee does not intend to make grants under any new cycle until 1997.

At the end of 1994, two overlapping performance cycles earned out. One, with a
performance period of three years, earned out at 125% of granted shares, the
value of which is included in the LTIP Payouts column of the Summary
Compensation Table; this represented the final earnout under the 1988 Long-Term
Incentive Plan. The second, with a performance period of one year, also earned
out at 125% of granted shares and the value of the shares is included in the
Bonus Column of the Summary Compensation Table; this represented the first
earnout under the new three-year grant described in the preceding paragraph.

STOCK OPTION GRANTS

Stock options are designed to provide long-term (ten-year) incentives and
rewards tied to the price of the Company's Common Stock. Given the fluctuations
of the stock market, stock price performance and financial performance are not
always consistent. The Compensation Committee believes that stock options, which
provide value to participants only when the Company's shareholders benefit from
stock price appreciation, are an important component of the Company's executive
compensation program. The number of options currently held by an officer is not
a factor in determining individual grants, and the Compensation Committee has
not established any target level of ownership of Company Common Stock by the
Company's officers. However, retention of shares of Company stock by officers is
encouraged.

Stock option grants were made pursuant to the 1993 LTIP. During 1994,
approximately 300 key officers received stock option grants including all
executive officers. The number of option shares granted is based on a subjective
evaluation of an individual's contribution to Company financial performance,
his/her position and salary level in the Company and competitive compensation
data. Stock options are issued annually at an exercise price equal to 100% of
the fair market value of the Company's Common

14
<PAGE> 17

Stock on the date of grant. Vesting terms for stock options are shown in the
footnotes to the Option/SAR Grants in Last Fiscal Year table on page 12; the
term of the options is ten years from the grant date.

The outside consultant used by the Committee has confirmed that Mr. Bacot's
long-term incentive opportunity, which includes stock options and performance
shares, is consistent with practices at other key competitors and is targeted at
between the 25th percentile and median levels of grants at peer companies.
Accordingly, Mr. Bacot was awarded 80,000 options during 1994.

Under the Omnibus Budget Reconciliation Act of 1993 (the "Budget Act"), the
Company will not be able to take tax deductions for employee remuneration to the
named executives to the extent such remuneration exceeds $1 million and is not
based on performance as required by the Budget Act. The Company has modified its
compensation plans, obtained the required shareholder approval and established
the requisite performance measurements to insure that compensation paid under
those plans will be deductible. In order to maintain the desired degree of
management flexibility to award compensation based upon individual performance,
compensation which does not qualify for the deduction may also be paid.

By: The Compensation Committee, December 31, 1994

William R. Chaney
John C. Malone
Donald L. Miller
H. Barclay Morley
Harold E. Sells
Delbert C. Staley

THE BANK OF NEW YORK COMPANY, INC.

COMPARISONS OF FIVE-YEAR
TOTAL SHAREHOLDER RETURN

<TABLE>
<CAPTION>
THE BANK OF
MEASUREMENT PERIOD NEW YORK CO.,
(FISCAL YEAR COVERED) INC. PEER GROUP S&P 500
<S> <C> <C> <C>
12/31/89 100.00 100.00 100.00
12/31/90 48.22 73.74 96.88
12/31/91 89.35 103.49 126.27
12/31/92 161.82 142.72 135.88
12/31/93 176.66 174.64 149.51
12/31/94 186.43 170.58 151.49
</TABLE>

15
<PAGE> 18

Value of assumed $100 investment on December 31, 1989 in The Bank of New York
Company, Inc. Common Stock, in the Standard & Poor's 500 Stock Index or in the
Peer Company Group Index; dividends are reinvested.

PEER COMPANY GROUP

BankAmerica Corporation
Bankers Trust New York Corporation
The Chase Manhattan Corporation
Chemical Banking Corporation
Citicorp
Continental Bank Corporation*
First Chicago Corporation
First Interstate Bancorp
J.P. Morgan and Co. Incorporated
Wells Fargo and Company

* Continental Bank Corporation was acquired by BankAmerica Corporation in 1994
and has therefore been deleted from the Peer Company Group as of 12/31/93.

EMPLOYMENT AGREEMENTS AND RELATED MATTERS. The executive officers named in the
Summary Compensation Table on page 11 of this Proxy Statement are currently
parties to the agreements described below.

EMPLOYMENT AGREEMENTS. The agreements for Messrs. Bacot and Papageorge (the
"Agreements") generally provide that in the event that, within two years after a
Change of Control (as defined below) of the Company, such an executive officer
either receives or gives notice that his employment will terminate for any
reason, either voluntarily or involuntarily, other than because of death,
disability, willful misconduct or retirement under the Company's Retirement
Plan, such termination will not become effective until the earlier of (i) five
years from the date of the Change of Control, (ii) death, (iii) an election to
take early or disability retirement benefits and (iv) age 65 (such period being
referred to hereinafter as the "Termination Period"). During the Termination
Period, such employee will not be required to perform any services and, in
general, will be entitled to (i) compensation at an annual rate equal to 100% of
the highest rate of base and incentive pay paid during the 36 months prior to
the commencement of the Termination Period, including payment under employee
benefit plans, subject to reduction for amounts earned from other employment,
and (ii) continued coverage (or the equivalent thereof) under all pension and
insurance plans offered to regular salaried employees. For purposes of such
coverage, the annual rate of compensation provided for in the Agreements, before
reduction for other amounts earned, will be used as the basis for determining
the level of benefits under any such plan, including the Company's Retirement
Plan. In addition, at the commencement of the Termination Period, unless
otherwise provided by applicable law or regulation, such executive officers will
become fully vested in, and any installments not then due or exercisable will
become accelerated and due or exercisable under, any stock options, performance
awards or other deferred compensation (including interest thereon) granted to
such executive officers prior to the commencement of the Termination Period. The
Agreements may be terminated by the Company at any time upon nine months'
notice, provided that no such termination will be effective if a Change of
Control has occurred. As of January 1, 1995, the annual rate of compensation
payable under the terms of the Agreements to Messrs. Bacot and Papageorge would
be $4,284,617 and $1,787,917, respectively. For purposes of the Agreements, a
"Change of Control" is deemed to have taken place (i) if The Bank of New York
becomes a "subsidiary" of any "company" (as such terms are defined in the Bank
Holding Company Act of 1956) (provided that this clause (i) shall not be
applicable to corporate reorganizations in which the present stockholders of the
Company retain their approximate ownership interest), or (ii) any person
(including a corporation, partnership or other group) files a Notice of Change
of Control under the Change in Bank Control Act of 1978 with respect to the
Company or The Bank of New York, such Notice is not disapproved or withdrawn and
such person subsequently acquires 25% or more of the voting securities of the
Company or The Bank of New York.

The agreements for Messrs. Renyi, Chevalier and Griffith (the "Severance
Agreements") generally provide that in the event that, within 24 months after a
"Change in Control" (as defined below) of the Company, such an executive officer
either (i) receives notice that his employment will terminate for any reason
(other than death, retirement, Cause or Disability (as defined in the Severance
Agreements)) or (ii) gives notice that his employment will terminate for Good
Reason (as defined in the Severance Agreements), such executive officer will be
provided with severance pay in an amount equal to 2.99 times the annualized
includable compensation for the base period. However, the Severance Agreements
in all events limit the amount of such payments so that they will not be subject
to excise tax as "excess parachute payments" (as defined in the Internal Revenue
Code). The Severance Agreements, which commenced on October 11, 1994, supersede
the Severance Agreements dated July 9, 1991. The initial term of the Severance
Agreements expired on December 31, 1994. Thereafter they became automatically
renewable for consecutive one year periods unless terminated by either party on
90 days prior

16
<PAGE> 19

notice. As of January 1, 1995, the maximum severance payable under the Severance
Agreements is $2,099,104 for Mr. Renyi, $3,249,092 for Mr. Chevalier and
$2,055,877 for Mr. Griffith.

OTHER EMPLOYEE BENEFIT MATTERS. In July 1994 Messrs. Bacot and Papageorge
entered into Tax Reimbursement Agreements with the Company. The Tax
Reimbursement Agreements provide that if any payments to be made to each of
Messrs. Bacot and Papageorge for compensation or benefits pursuant to the
Agreements are subject to the excise tax on excess parachute payments, the
Company will pay to Messrs. Bacot and Papageorge an amount such that the net
amount retained by Messrs. Bacot and Papageorge, after deduction of any federal,
state and local income tax, employment tax and excise tax shall be equal to the
total amount payable pursuant to the Agreements as if the excise tax had not
applied.

Under the 1988 Long-Term Incentive Plan, in the event of a Change in Control (as
defined below), (i) all stock options shall become exercisable in full, (ii) all
stock appreciation rights which have been outstanding for at least six months
shall become exercisable in full, (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) the restrictions applicable to all shares
of restricted stock shall lapse and such shares shall be deemed fully vested and
all restricted stock awards granted in the form of share units shall be paid in
cash. Furthermore, any holder of an award who is deemed by the Compensation
Committee to be a statutory officer ("insider") for purposes of Section 16 of
the Securities and Exchange Act of 1934 (the "Exchange Act"), shall be entitled,
in lieu of the exercise of any stock option, to obtain a cash payment in an
amount equal to the difference between the option price of such stock option and
(x) in the event the Change in 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 Compensation 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 stock option, or (y) in the event the Change in Control is the result of
any other occurrence, the aggregate value of the Common Stock covered by the
stock option, as determined by the Compensation Committee at such time. The
Compensation 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.

Under the 1993 Long-Term Incentive Plan, in the event of a Change in Control (as
defined below), (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) 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 (iii) the restrictions applicable to all
shares of restricted stock shall lapse and such shares shall be deemed fully
vested and all restricted stock awards granted in the form of share units shall
be paid in cash. Furthermore, any person 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 (x) in the event the Change in 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 Compensation
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 (y) in the event the
Change in 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 Compensation Committee at such time.

The Company entered into a trust agreement with an independent trustee in 1988
to establish a trust (the "Trust") to provide for the payment of amounts due to
Messrs. Bacot and Papageorge upon a Change of Control (as defined in the
Agreements) of the Company. The terms of the Trust provide for the payment to
Messrs. Bacot and Papageorge of the full amounts payable to them pursuant to
their employment agreements described above, including all annual compensation
payments due and any retirement benefits payable to them thereunder. The Trust
is revocable at any time at the option of the Company prior to a Change of
Control. After the occurrence of a Change of Control, the Trust will become
irrevocable and will be used for the exclusive purpose of providing benefits to
such persons. The Trust is funded by the deposit of an irrevocable letter of
credit in the amount of $39 million issued by an entity unaffiliated with the
Company.

The Company entered into a second trust agreement with an independent trustee in
1993 to establish a trust (the "Second Trust") to provide for the payment of
amounts due to Messrs. Renyi, Chevalier and

17
<PAGE> 20

Griffith (and certain other senior executives) upon a Change in Control (as
defined below) of the Company. The terms of the Second Trust provide for the
payment to Messrs. Renyi, Chevalier and Griffith (and certain other senior
executives) of the severance pay payable to them pursuant to their Severance
Agreements described above. The Second Trust also provides for the payment of
amounts due to participants under the Company's Supplemental Executive
Retirement Plan and Excess Benefit Plan which include Messrs. Renyi, Chevalier
and Griffith (and certain other senior executives). The Second Trust is
revocable at any time at the option of the Company prior to a Change in Control.
After the occurrence of a Change in Control, the Second Trust will become
irrevocable and will be used for the exclusive purpose of providing benefits to
such persons. The Second Trust is funded by the deposit of an irrevocable letter
of credit in the amount of $26 million issued by an entity unaffiliated with the
Company.

The Company entered into a third trust agreement with an independent trustee in
1994 to establish a trust (the "Third Trust") to provide for amounts due to
Messrs. Bacot and Papageorge upon a Change in Control (as defined below) of the
Company. The terms of the Third Trust provide for the payment to Messrs. Bacot
and Papageorge of the tax reimbursement payments payable to them under the terms
of the Tax Reimbursement Agreements described above. The Third Trust is
revokable at any time at the option of the Company prior to a Change in Control.
After the occurrence of a Change in Control, the Third Trust will become
irrevocable and will be used for the exclusive purpose of providing benefits to
such persons. The Third Trust is funded by the deposit of an irrevocable letter
of credit in the amount of $19 million issued by an entity unaffiliated with the
Company.

CHANGE IN CONTROL. A "Change in Control" for purposes of the Severance
Agreements of Messrs. Renyi, Chevalier and Griffith, the Second and Third
Trusts, the Supplemental Executive Retirement Plan and Excess Benefit Plan, the
1984 Stock Option Plan, the 1988 Long Term Incentive Plan and the 1993 Long Term
Incentive Plan is 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 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 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 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.

18
<PAGE> 21

PENSION BENEFITS

The following table presents information concerning the amount of annual pension
which an executive would receive under the Company's pension plans based upon
various assumed levels of annual compensation and years of credited service:

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
------------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
------------ --------- --------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 24,750 $ 32,850 $ 40,350 $ 47,850 $ 55,350 $ 62,850
$ 200,000 49,500 65,700 80,700 95,700 110,700 125,700
$ 300,000 74,250 98,550 121,050 143,550 166,050 188,550
$ 400,000 99,000 131,400 161,400 191,400 221,400 251,400
$ 500,000 123,750 164,250 201,750 239,250 276,750 314,250
$ 600,000 148,500 197,100 242,100 287,100 332,100 377,100
$ 700,000 173,250 229,950 282,450 334,950 387,450 439,950
$ 800,000 198,000 262,800 322,800 382,800 442,800 502,800
$ 900,000 222,750 295,650 363,150 430,650 498,150 565,650
$1,000,000 247,500 328,500 403,500 478,500 553,500 628,500
$1,100,000 272,250 361,350 443,850 526,350 608,850 691,350
$1,200,000 297,000 394,200 484,200 574,200 664,200 754,200
$1,300,000 321,750 427,050 524,550 622,050 719,550 817,050
$1,400,000 346,500 459,900 564,900 669,900 774,900 879,900
$1,500,000 371,250 492,750 605,250 717,750 830,250 942,750
$1,600,000 396,000 525,600 645,600 765,600 885,600 1,005,600
$1,700,000 420,750 558,450 685,950 813,450 940,950 1,068,450
$1,800,000 445,500 591,300 726,300 861,300 996,300 1,131,300
$1,900,000 470,250 624,150 766,650 909,150 1,051,650 1,194,150
$2,000,000 495,000 657,000 807,000 957,000 1,107,000 1,257,000
</TABLE>

---------------
Individuals listed in the Summary Compensation Table on page 11 had the
following covered compensation, and years of credited service as of December 31,
1994, respectively: J. Carter Bacot, $1,966,154, 34 years; Thomas Renyi,
$672,051, 23 years; Alan R. Griffith, $608,333, 28 years; and Deno D.
Papageorge, $785,193, 25 years. Covered compensation consists of the average of
the three highest consecutive years of combined salary and bonus paid in the
last ten years, and corresponds to those amounts indicated in column (c)and the
cash portion of the amounts indicated in column (d)of the Summary Compensation
Table.

For Messrs. Bacot, Renyi, Griffith, and Papageorge, the Pension Plan Table sets
forth the estimated annual pension benefit in the form of a straight life
annuity payable at normal retirement age before reduction for Social Security
benefits.

Mr. Chevalier's estimated annual pension benefit at normal retirement age,
before reduction for Social Security benefits, was $507,537 as of December 31,
1994. That amount consisted of benefits accrued under the Retirement Plan of The
Bank of New York Company, Inc., the former Retirement Plan of Irving Bank
Corporation and Affiliated Companies (which was merged into the Retirement Plan
of The Bank of New York Company, Inc. on December 31, 1992), the Excess Benefit
Plan of Irving Bank Corporation and Affiliated Companies and The Bank of New
York Company, Inc. Supplemental Executive Retirement Plan.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Company has purchased directors' and officers' liability and corporate
reimbursement insurance, on behalf of the Company and all subsidiaries, from the
following underwriters: National Union Fire Insurance Company of Pittsburgh,
PA., Federal Insurance Company, Aetna C&S Insurance Co., Lloyd's of London,
Bankers Insurance Company, Limited, Corporate Officers and Directors Assurance
Ltd. and ACE

19
<PAGE> 22

Insurance Company Ltd. These policies are dated December 1, 1994 at a total
premium expense for a one year period of $2,372,100, which was paid by the
Company.

CERTAIN TRANSACTIONS

In the ordinary course of business, the Company and certain of its subsidiaries
have had, and expect to continue to have, banking and fiduciary transactions
with a number of their directors and executive officers and their associates and
members of their immediate families. Such transactions are all on bases
comparable to similar transactions with others who are not within such group.

Certain of the Company's executive officers and directors and members of their
immediate families are customers of the Company and its subsidiaries, and
certain of the Company's executive officers and directors are executive
officers, directors or beneficial owners of 10 percent or more of any class of
equity securities of corporations, or members of partnerships, which are
customers of or suppliers to the Company and its subsidiaries. As such customers
or suppliers, their transactions were in the ordinary course of business. Such
customer transactions include borrowings, all of which were made in the ordinary
course of business and on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
others and did not involve more than a normal risk of collectability or present
any other unfavorable features.

During 1994, John C. Malone, a director of the Company was also president and
chief executive officer and a holder of more than 10 percent of the equity
securities of Tele-Communications, Inc. The Company made loans to
Tele-Communications, Inc. and certain of its affiliated companies during 1994
and the largest aggregate amount of indebtedness outstanding at any one time
during 1994 was approximately $207 million net of loans participated to the
Bank. As of February 28, 1995 approximately $555 million, net of loans
participated to the Bank, was outstanding to Telecommunications, Inc. and its
affiliates. In addition to the loans made by the Company, bank subsidiaries of
the Company made loans to Tele-Communications, Inc. and certain of its
affiliated companies. All of these loans were made for a variety of corporate
purposes and bear interest at market rates of interest based on various interest
rate indices.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Based solely on a review of the copies of reports furnished to the Company and
written representations that no other reports were required, the Company
believes it has complied with all Section 16(a) filing requirements applicable
to its executive officers and directors.

STOCK OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of December 31, 1994
concerning persons which to the knowledge of the Company had beneficial
ownership of more than 5% of the voting securities indicated.

<TABLE>
<CAPTION>
NUMBER OF PERCENT
COMMON STOCK SHARES OF CLASS
--------------------------------------------------------- ---------- ---------
<S> <C> <C>
FMR Corp.(1) 14,697,064 7.61%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>

---------------

(1) FMR Corp. through subsidiaries had the sole dispositive power with respect
to all of the reported shares and sole power to vote 2,793,557 of such shares.
Edward C. Johnson, 3d, Chairman of FMR Corp., may be deemed to be a beneficial
owner of the shares owned beneficially by FMR Corp.

20
<PAGE> 23

PROPOSAL TO RATIFY THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, acting upon the recommendation of the Audit Committee,
has appointed Deloitte & Touche LLP to serve as the Company's independent public
accountants for the year 1995, and the shareholders will be asked to ratify such
appointment at the Annual Meeting. In 1994 the fees paid to Deloitte & Touche
LLP for all services, including their work in connection with registration
statements, tax compliance and operational procedures, were approximately $1.8
million.

Representatives of Deloitte & Touche LLP are expected to attend the Annual
Meeting, to have an opportunity to make a statement, if they desire to do so,
and to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR PROXY FOR THE
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS.

SHAREHOLDER PROPOSALS

SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING

John J. and Margaret R. Gilbert, 29 East 64th Street, New York, New York
10121-7043, who are the owners of record of 664 and 672 shares respectively, of
the Common Stock of the Company and both co-trustees U/W Lewis D. Gilbert for
330 shares and both representing an additional family interest of 735 such
shares, and Mr. John C. Henry, 5 East 93rd Street, New York, New York 10128, who
is the owner of 1000 shares, have informed the Company that at least one of them
intends to present the following proposal at the Annual Meeting:

"RESOLVED: That the stockholders of Bank of New York Company, Inc.,
assembled in annual meeting in person and by proxy, hereby request the
Board of Directors to take the steps necessary to provide for cumulative
voting in the election of directors, which means each stockholder shall be
entitled to as many votes as shall equal the number of shares he or she
owns multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single candidate, or any two or more of them
as he or she may see fit."

PROPONENTS' STATEMENT IN SUPPORT OF RESOLUTION:

"Continued very strong support along the lines we suggest were shown at the last
annual meeting when 31%, an increase over the previous year, 2,336 owners of
21,470,008 shares, were cast in favor of this proposal. The vote against
included 1,654 unmarked proxies.

"A law enacted in California provides that all state pension holdings and state
college funds, invested in shares must be voted in favor of cumulative voting
proposals, showing increasing recognition of the importance of this democratic
means of electing directors.

"The National Bank Act provides for cumulative voting. Unfortunately, in many
cases companies get around it by forming holding companies without cumulative
voting. Banking authorities have the right to question the capability of
directors to be on banking boards. Unfortunately, in many cases authorities come
in after and say the director or directors were not qualified. We were delighted
to see that the SEC has finally taken action to prevent bad directors from being
on boards of public companies.

"We think cumulative voting is the answer to find new directors for various
committees. Additionally, some recommendations have been made to carry out the
Valdez 10 points. The 11th should be having cumulative voting and ending stagger
systems of electing directors, in our opinion.

"When Alaska became a state it took away cumulative voting over our objections.
The Valdez oil spill might have been prevented if environmental directors were
elected through cumulative voting. Also, the huge derivative losses might have
been prevented with cumulative voting.

"Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another example is
Ingersoll-Rand which has cumulative voting and won two awards. In FORTUNE
magazine it was ranked second in its industry as "America's Most Admired
Corporations" and the WALL STREET TRANSCRIPT noted "on almost any criteria used
to evaluate management, Ingersoll-Rand excels." In 1994 they raised their
dividend. We believe that Bank of New York should follow these examples.

"If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."

21
<PAGE> 24

THE MANAGEMENT RECOMMENDS A VOTE AGAINST THIS PROPOSAL

At the 1994 Annual Meeting, 69.2% of the votes cast were voted against this
proposal. The Board of Directors continues to believe firmly that cumulative
voting would not be in the best interests of the Company or its shareholders.
This system would enable the holders of relatively small numbers of shares to
elect one or more directors to represent their particular interests on the
Board. Cumulative voting introduces the possibility of partisanship among Board
members and could impair their ability to work together and function as a
cohesive unit. This factor might also discourage qualified individuals from
accepting an invitation to serve on the Board. To be effective, the Board of
Directors must be totally attentive to the collective best interests of all
shareholders and must not be responsive to the special concerns of a particular
group. Under present procedure an individual can be elected to the Board only by
receiving a plurality of the votes cast. The Board of Directors believes that
this system has worked well and is in the best interests of all shareholders and
should remain in effect.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR
PROXY AGAINST ADOPTION OF THE SHAREHOLDER PROPOSAL.

SHAREHOLDER PROPOSAL WITH RESPECT TO
TERM LIMITS FOR DIRECTORS

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, D.C. 20037, who is the owner of 334 shares of the Common
Stock of the Company, has advised the Company that she intends to present the
following proposal at the Annual Meeting:

RESOLVED: "That the stockholders of Bank of New York recommend that the
Board take the necessary steps so that future outside directors shall not
serve for more than six years."

REASONS: "The President of the U.S.A. has a term limit, so do Governors of
many states."

"Newer directors may bring in fresh outlooks and different approaches with
benefits to all shareholders."

"No director should be able to feel that his or her directorship is until
retirement."

"If you AGREE, please mark your proxy FOR this resolution."

MANAGEMENT RECOMMENDS A VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS:

The Company operates in a very complex regulatory and competitive environment.
While term limits might in theory help make fresh ideas and viewpoints available
to the Board, mandatory limits would compel the Board to lose Directors who over
time have developed insight into the Company and its operations and thereby make
a valuable contribution to the Board's deliberations.

Directors of your Company are not guaranteed a position until retirement.
Instead, the Nominating Committee, in consultation with the Chairman of the
Board, reviews each Director's continuation on the Board each year.

ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR
PROXY AGAINST ADOPTION OF THE SHAREHOLDER PROPOSAL.

FUTURE SHAREHOLDER PROPOSALS

In accordance with the rules of the Securities and Exchange Commission,
shareholders who intend to present proposals at the 1996 Annual Meeting of
Shareholders must submit such proposals in time for them to be received by the
Company on or before November 29, 1995, for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting.

PHEBE C. MILLER
Secretary
March 31, 1995

22
<PAGE> 25
THE BANK OF NEW YORK COMPANY, INC.
48 WALL STREET, NEW YORK, NY 10286

PROXY

THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert J. Goebert, Robert E. Keilman
and Deno D. Papageorge as proxies each with the power to appoint his substitute
and hereby authorizes each of them to represent and to vote, as designated on
the reverse hereof, all the shares of Common Stock of The Bank of New York
Company, Inc. held of record by the undersigned on March 21, 1995 at the annual
meeting of shareholders to be held on May 9, 1995 or any adjournment thereof.

UNLESS OTHERWISE SPECIFIED, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS, FOR PROPOSAL (2), AGAINST
PROPOSAL (3) AND AGAINST PROPOSAL (4). IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY COME BEFORE THE MEETING.

THE BANK OF NEW YORK COMPANY, INC.
P.O. BOX 11001
NEW YORK, N.Y. 10203-0001

Please complete, sign and date this proxy on the reverse side and return it
promptly in the accompanying envelope.

<PAGE> 26

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2:
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHOLD EXCEPTIONS* FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: /x/ /x/ /x/ 2. Ratification of Auditors. /x/ /x/ /x/
Nominees: Messrs. Bacot, Barth, Chaney,
Chevalier, Gammie, Gomory, Griffith, Hennessy,
Malone, Miller, Morley, Mses. Muse and
Rein, Messrs. Renyi, Sells and White
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
"Exceptions" box and write that nominee's name on the following blank line.)

Exception* ________________________________________________________________________
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSALS 3 AND 4:
-----------------------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
3. Shareholder Proposal regarding /x/ /x/ /x/ 4. Shareholder Proposal /x/ /x/ /x/
Cumulative Voting Rights to be relating to term limits
accorded to shareholders. for directors.
-----------------------------------------------------------------------------------------------------------------------------------

Address Change and/or Comments: Mark Here /x/

Please sign exactly as the name appears hereon,
if stock is held in names of joint owners, each
should sign.

Dated ___________________________________, 1995
_______________________________________________
Signature of Shareholder(s)
_______________________________________________
Signature of Shareholder(s)

VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK. /x/

SIGN, DATE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

</TABLE>