BANK OF NEW YORK CO INC, DEF 14A, 1996-03-29

BANK OF NEW YORK CO INC
DEF 14A, 1996-03-29
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)

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

Payment of Filing Fee (Check the appropriate box):

/ / $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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/X/ 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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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
(NJ), 385 Rifle Camp Road, West Paterson, New Jersey on Tuesday, May 14, 1996 at
10:00 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 Ernst & Young LLP as
the Company's independent public accountants for the current fiscal year;

3. To consider an amendment to Article Fourth of the Company's Certificate of
Incorporation to increase the authorized shares of Common Stock of the
Company (par value $7.50 per share) from 350,000,000 to 800,000,000;

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

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

6. 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 25, 1996 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
Chairman of the Board

PHEBE C. MILLER
Secretary

March 29, 1996
<PAGE> 3
THE BANK OF
NEW YORK COMPANY, INC.
LOGO 48 Wall Street, New York, N.Y. 10286
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 25, 1996 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 25, 1996 consisted of 196,335,967 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 25, 1996 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 Ernst & Young LLP as the Company's independent public
accountants, for the approval of the proposed amendment to the Company's
Certificate of Incorporation to increase the Company's authorized shares of
Common Stock and against the shareholder proposals set forth in Items 4 and 5 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 ERNST & YOUNG LLP AND
TO ADOPT THE SHAREHOLDER PROPOSALS, AND THE VOTE OF THE HOLDERS OF A MAJORITY OF
ALL OUTSTANDING SHARES ENTITLED TO VOTE THEREON IS SUFFICIENT TO APPROVE THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES
OF COMMON STOCK.

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" ARE
COUNTED. PURSUANT TO NEW YORK LAW, ABSTENTIONS, BROKER "NON-VOTES" (OR VOTES
"WITHHELD" IN THE ELECTION OF DIRECTORS) 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 29, 1996.

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. Anthony P. Gammie is
retiring from the Board and will not stand for reelection.

During 1995, 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 1995. The Board of the Bank, which during 1995 included all the members
of the Board of Directors of the Company, 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 1995 were Messrs. Chaney (Chairman), 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 1995.

The Board of Directors of the Company has an Executive Committee whose members
during 1995 were Messrs. Bacot (Chairman), Barth, Chaney, Chevalier, Gomory,
Griffith, Hennessy, Miller, Renyi, and Mses. Muse and 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 1995.

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. Ms. Muse (Chairwoman), Messrs.
Biondi, Chaney, Gammie, Gomory, Hennessy, Ms. Rein and Mr. White served on the
Audit Committee during 1995. The duties of the Audit Committee include 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 1995.

The Board of Directors of the Company has a Compensation Committee whose members
during 1995 were Messrs. Morley (Chairman), Chaney, Malone, Miller and Sells.
The Compensation Committee is responsible for matters of executive compensation
and administration of the Company's incentive compensation plans. The
Compensation Committee met five times during 1995.

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. White (Chairman), Barth, Gammie and Morley served on the Pension
Committee during 1995. The Pension Committee met two times during 1995.

During 1995, each director who was not an officer of the Company or its
subsidiaries received an annual retainer of $26,000 and 600 shares of Common
Stock. In addition, each director who was not an officer of the Company or its
subsidiaries received a fee of $1,800 for each meeting of the Board and any
committee which the director attended. 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

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<PAGE> 5

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 14, 1996.

All nominees who are presently serving as directors were elected to their
present term of office by the shareholders with the exception of Mr. Biondi who
was elected by the Boards of Directors of the Company and the Bank.

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
<S> <C>
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PHOTO Chairman and Chief Executive Officer of The Bank of New York Company,
J. CARTER Inc. and Chairman of The Bank of New York
BACOT
1975 Chairman and Chief Executive Officer of The Bank of New York Company,
COMMON SHARES: Inc. since 1982. Chairman of The Bank of New York since 1982 and Chief
440,885 Executive Officer from 1982 through 1995. Director of Atlantic
Reinsurance Company, The Bank of New York, 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., and the Josiah Macy, Jr. Foundation.
Trustee of Atlantic Mutual Insurance Company, Hamilton College and
Economic Club of New York. Chairman and Director of United Way of New
York City. Member of The Bankers Roundtable, Council on Foreign
Relations and New York City Partnership, Inc. Age 63.

PHOTO Chairman of Ciba-Geigy Corporation, diversified chemical products
RICHARD BARTH
1989 Chairman of Ciba-Geigy Corporation since July, 1990; President and
COMMON SHARES: Chief Executive Officer of Ciba-Geigy Corporation from 1986 to April
6,178 1996; Director of The Bank of New York, Bowater Incorporated,
Ciba-Geigy 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 64.

PHOTO President and Chief Executive Officer of Viacom, Inc. from 1987 to
FRANK BIONDI January 1996. President and Chief Executive Officer of Viacom
1995 International, Inc. from 1987 to January 1996. Director of The Bank of
COMMON SHARES: 643 New York, Leake and Watts Services and the Museum of Television &
Radio. Trustee of Princeton University and St. Luke's Roosevelt
Hospital. Age 51.
</TABLE>

4
<PAGE> 7

Chairman and Chief Executive Officer of Tiffany & Co., international
[PHOTO] 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 Foundation
COMMON SHARES: Incorporated and Provident Holdings, Inc. and Chairman of the Fifth
10,700 Avenue Association. Age 63.

Vice Chairman of The Bank of New York Company and The Bank of New York
[PHOTO]
Vice Chairman of The Bank of New York Company, Inc. and The Bank of
SAMUEL F. New York since 1989. Chief Operating Officer of Irving Bank
CHEVALIER Corporation from 1988 to March, 1990; President of Irving Bank
1989 Corporation from 1984 to March, 1990. Director of The Bank of New York
COMMON SHARES: 14,022 and the March of Dimes of New York. Member of the Bankers Roundtable.
Age 62.

President of Alfred P. Sloan Foundation, Inc., private foundation

[PHOTO] President of Alfred P. Sloan Foundation, Inc. from 1989 to present.
Senior Vice President for Science and Technology of International
RALPH E. Business Machines Corporation from 1985 to 1989. Director of Ashland
GOMORY Inc., The Bank of New York, The Washington Post Company, Lexmark
1981 International, Inc. and Polaroid Corp. Member of the National Academy
COMMON SHARES: of Sciences and the National Academy of Engineering. Age 66.
22,800
</TABLE>

5
<PAGE> 8

<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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PHOTO Vice Chairman of The Bank of New York Company, Inc. and of The Bank of
ALAN R. New York
GRIFFITH
1990 Vice Chairman of The Bank of New York Company, Inc. and of The Bank of
128,644 New York since December 1994. Senior Executive Vice President of The
Bank of New York Company, Inc. and President and Chief Operating
Officer of The Bank of New York from June, 1990 to December, 1994.
Director of The Bank of New York and Downtown Lower Manhattan
Association. Trustee of Lafayette College, The ALS Association, Nature
Conservancy -- New York Region, and The Chesapeake Bay Foundation.
Member of the Bankers Roundtable. Age 54.

PHOTO Retired
EDWARD L.
HENNESSY, JR. Chairman and Chief Executive Officer of Allied-Signal Inc. from 1979
1985 to 1991. Director of The Bank of New York, The Wackenhut Corporation,
COMMON SHARES: Lockheed Martin Corporation, Walden Residential Properties, Inc. and
7,500 Fundamental Management Corporation. Trustee of the Catholic University
of America and Stevens Institute of Technology. Director of March of
Dimes. Age 68.

PHOTO President and Chief Executive Officer of Tele-Communications, Inc.,
JOHN C. cable television multiple system operator
MALONE
1986 President and Chief Executive Officer of Tele-Communications, Inc.
COMMON SHARES: since 1973. Director of Turner Broadcasting System, Inc., The Bank of
5,700 New York, CATO Institute, The Discovery Channel, Tele-Communications,
Inc. and Black Entertainment Television. Age 55.
</TABLE>

6
<PAGE> 9

Chief Executive Officer and Publisher of Our World News, LLC
[PHOTO]
Chief Executive Officer and Publisher of Our World News, LLC since
DONALD L. November, 1995; Vice President -- Employee Relations, Dow Jones and
MILLER Company, Inc. from 1986 to 1995. Director of The Bank of New York,
1977 Advanced Consumer Marketing Corp., The Jackie Robinson Foundation and
COMMON SHARES: Associated Black Charities. Trustee of Pace University. Age 64.
14,516

Retired
[PHOTO]
Chairman of Stauffer Chemical Company from 1977 to 1985; Chief
Executive Officer from 1974 to 1985. Director of The Bank of New York
H. BARCLAY and Schering-Plough Corporation. Age 66.
MORLEY
1976
COMMON SHARES:
17,908

Chairman of The Tinker Foundation Incorporated, private foundation
[PHOTO]
Chairman of The Tinker Foundation Incorporated since 1975 and
MARTHA T. President from 1975 to 1995. Director of The Bank of New York, Asarco,
MUSE Inc., the Americas Society, the Americas Foundation, the Council of
1989 the Americas, The American Council on Germany and the American
COMMON SHARES: Portuguese Society, Inc., Vice Chairman of the Spanish Institute and
6,203 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 69.
</TABLE>

7
<PAGE> 10

<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A
DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED AND OTHER INFORMATION
<S> <C>
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- ----------------------------------------------------------------------------------------------
[PHOTO] Executive Vice President, Metropolitan Life Insurance Company,
CATHERINE A. insurance and financial services
REIN
1981 Executive Vice President -- Corporate Development, Planning and
COMMON SHARES: Services of Metropolitan Life Insurance Company from 1989 to present;
9,775 Senior Vice President from 1988 to 1989. Director of Corning
Incorporated, 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 52.

[PHOTO] President of The Bank of New York Company, Inc. and President and
THOMAS A. Chief Executive Officer of The Bank of New York
RENYI
1992 President of The Bank of New York Company, Inc. since March, 1992.
COMMON SHARES: Chief Executive Officer of The Bank of New York since January, 1996
89,171 and President since December, 1994. Chief Operating Officer of The
Bank of New York from December, 1994 to January, 1996. Vice Chairman
of The Bank of New York from 1992 to 1994. Senior Executive Vice
President and Chief Credit Policy Officer of The Bank of New York from
1989 to 1992. Director of The Bank of New York. Charter Trustee of
Rutgers, The State University. Trustee, Fisher House Foundation.
Member, Botanical Gardens Board of Managers. Member of the Bankers
Roundtable. Age 50.

[PHOTO] Retired
HAROLD E.
SELLS Chairman and Chief Executive Officer, Woolworth Corporation from 1989
1986 to July, 1993; Chairman and Chief Executive Officer, F. W. Woolworth
COMMON SHARES: Co. from 1987 to 1989. Director of The Bank of New York, National
6,700 Retail Federation and Opportunity Village Retarded Association of
Nevada Foundation. Age 67.
</TABLE>

8
<PAGE> 11

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<PAGE> 12

SECURITY OWNERSHIP BY MANAGEMENT

The following table indicates the beneficial ownership of the Company's Common
Stock as of March 14, 1996, 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
SHARES OF ACQUIRED WITHIN 60
COMMON STOCK DAYS BY EXERCISE OF PERCENT OF
BENEFICIALLY OPTIONS AND COMMON
NAME OF BENEFICIAL OWNER OWNED WARRANTS TOTAL STOCK(1)
- --------------------------------- ------------ ------------------- --------- ----------
<S> <C> <C> <C> <C>
J. Carter Bacot.................. 440,885 639,207 1,080,092
Richard Barth.................... 6,178 300 6,478
Frank Biondi..................... 643 643
William R. Chaney................ 10,700 1,000 11,700
Samuel F. Chevalier.............. 14,022 5,298 19,320
Anthony P. Gammie................ 9,903 9,903
Ralph E. Gomory.................. 22,800 22,800
Alan R. Griffith................. 128,644 216,511 345,155
Edward L. Hennessy, Jr. ......... 7,500 7,500
John C. Malone................... 5,700 5,700
Donald L. Miller................. 14,516 14,516
H. Barclay Morley................ 17,908 17,908
Martha T. Muse................... 6,203 249 6,452
Deno D. Papageorge............... 111,597 291,141 402,738
Catherine A. Rein................ 9,775 9,775
Thomas A. Renyi.................. 89,171 259,141 348,312
Harold E. Sells.................. 6,700 6,700
W. S. White, Jr. ................ 8,340 8,340
All Directors and Executive
Officers of the Company, as a
Group (a total of 26 persons,
including those named above)... 1,186,895 2,077,390 3,264,285 1.6%
</TABLE>

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

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<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

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- ----------------------------------
AWARDS PAYOUTS
----------------------- -------
SECURITIES
NAME AND OTHER RESTRICTED UNDERLYING
PRINCIPAL ANNUAL STOCK OPTIONS LTIP ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARD(S)($) SARS(#) PAYOUTS($) COMPENSATION(2)($)
-------- ---- ---------- ---------- ---------------- ----------- ---------- ---------- ------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Carter
Bacot........... 1995 $1,047,116 $3,684,375(1) -- -- 100,000 $ -- $166,393
Chairman 1994 900,000 2,562,125 -- -- 80,000 1,160,000 138,960
1993 898,462 1,950,000 -- -- 120,000 -- 136,834
- ------------------------------------------------------------------------------------------------------------------
Thomas A. Renyi.. 1995 553,270 1,855,000(1) -- -- 50,000 -- 87,917
President 1994 383,846 846,750 -- -- 40,000 435,000 59,266
1993 330,000 600,000 -- -- 60,000 -- 50,258
- ------------------------------------------------------------------------------------------------------------------
Samuel F.
Chevalier....... 1995 535,000 1,655,625(1) -- -- 40,000 -- 101,164
Vice Chairman 1994 532,693 1,122,875 -- -- 40,000 507,500 98,543
1993 475,000 807,500 -- -- 50,000 -- 86,839
- ------------------------------------------------------------------------------------------------------------------
Alan R.
Griffith........ 1995 390,000 1,194,375(1) -- -- 35,000 -- 61,973
Vice Chairman 1994 363,846 713,125 -- -- 30,000 435,000 57,033
1993 350,000 687,500 -- -- 50,000 -- 53,304
- ------------------------------------------------------------------------------------------------------------------
Deno D.
Papageorge...... 1995 460,000 1,421,250(1) -- -- 40,000 -- 73,097
Senior Executive 1994 457,693 951,750 -- -- 40,000 507,500 70,668
Vice President 1993 400,000 720,000 -- -- 60,000 -- 60,919
</TABLE>

- ---------------
(1) The bonus amounts for 1995 consist of cash bonuses of $2,100,000, $880,000,
$802,500, $585,000 and $690,000 awarded to Messrs. Bacot, Renyi, Chevalier,
Griffith and Papageorge, respectively, and the value on December 31, 1995,
of performance share awards made under the Company's 1993 Long-Term
Incentive Plan, the vesting of which was based on 1995 performance. The
number of shares which vested and the value thereof on December 31, 1995,
for each of the Named Executive Officers are shown below.

<TABLE>
<CAPTION>
Value as of
Shares Vested on December 31, 1995
December 31, 1995 of Shares Vested
Pursuant to Pursuant to
Awards Made on Awards Made on
January 11, 1994 January 11, 1994
----------------- -----------------
<S> <C> <C>
Bacot.................................................. 32,500 $ 1,584,375
Renyi.................................................. 20,000 975,000
Chevalier.............................................. 17,500 853,125
Griffith............................................... 12,500 609,375
Papageorge............................................. 15,000 731,250
</TABLE>

(2) The items included under column (i) for 1995 consist of the following: (1)
annual Company contributions on behalf of the named employees under the
Company's profit-sharing plan, amounting to $157,067, $82,990, $80,250,
$58,500, and $69,000 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 $9,326, $4,927, $3,473 and $4,097, respectively,
and (3) excess interest in the amount of $20,914 earned by Mr. Chevalier
under a deferred compensation plan.

11
<PAGE> 14

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE VALUE AT
--------------------------------------------------- ASSUMED ANNUAL RATES OF
NUMBER OF % OF TOTAL EXERCISE EXPIRATION STOCK PRICE APPRECIATION FOR
SECURITIES OPTIONS/SARS OR BASE DATE 10-YEAR OPTION TERM(2)
UNDERLYING GRANTED TO PRICE ---------- ------------------------------------
OPTIONS/SARS EMPLOYEES IN ($/SH) 5%($)(3) 10%($)(4)
NAME GRANTED(#) FISCAL YEAR -------- (E) ----------------------- ----------
- ----------- ------------ ------------ (D) (F) (G)
(A) (B) (C)
<S> <C> <C> <C> <C> <C> <C>
Bacot......... 100,000 8.2% $29.75 1/10/05 $ 1,871,000 $4,741,000
Renyi......... 50,000 4.1 29.75 1/10/05 935,500 2,370,500
Chevalier..... 40,000 3.3 29.75 1/10/05 748,400 1,896,400
Griffith...... 35,000 2.9 29.75 1/10/05 654,850 1,659,350
Papageorge.... 40,000 3.3 29.75 1/10/05 748,400 1,896,400
</TABLE>

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

(1) All options were granted on January 10, 1995. For each named executive
officer, 3,361 of the indicated options are incentive stock options and
become exercisable on January 10, 1999; the balance of the options are
non-qualified stock options and become exercisable on January 10, 1996.

(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 $48.46.

(4) Values are based on an assumed stock price of $77.16.

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

<TABLE>
<CAPTION>
NAME
- ------------------------
(A) SHARES ACQUIRED VALUE NUMBER OF VALUE OF UNEXERCISED
ON EXERCISE(#) REALIZED($) SECURITIES IN-THE-MONEY OPTIONS/
--------------- --------- UNDERLYING SARS AT FY-END($)
UNEXERCISED ----------------------
(B) (C) OPTIONS/SARS AT EXERCISABLE/
FY-END(#) UNEXERCISABLE
--------------- ----------------------
EXERCISABLE/
UNEXERCISABLE (E)
---------------
(D)
<S> <C> <C> <C> <C>
Bacot................... 19,470 446,044 562,734/112,796 $15,635,673/$2,223,835
Renyi................... 0 0 207,204/ 62,796 5,658,414/ 1,273,835
Chevalier............... 99,572 1,893,691 0/ 52,796 0/ 1,083,835
Griffith................ 23,630 590,149 185,574/ 47,796 5,061,474/ 988,835
Papageorge.............. 4,800 97,001 267,204/ 52,796 7,381,786/ 1,083,835
</TABLE>

12
<PAGE> 15

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR 1995

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; and,

- 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.

To meet the above objectives, the program, which has both cash and equity
elements, consists 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. Key competitors are the banks 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.

In evaluating the Company's 1995 financial performance, the Compensation
Committee considered a variety of factors. Most noteworthy was 1995 being the
third consecutive year of record results. Net income was $914 million, the
highest in the Company's history, and a 22.0% increase over the $749 million
reported in 1994. Earnings per fully diluted common share, at $4.30, were 16.2%
higher than the $3.70 in 1994. The Company also achieved record levels of return
on average assets and return on average common equity. ROA was 1.72% in 1995
compared with 1.49% in 1994, while ROE was 19.42%, compared with 18.49% in 1994.
The Company's 1995 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. The result was an efficiency ratio of
49.5%, the best among any major bank in the United States. In addition,
nonperforming assets declined by $56 million, or 15.9% to $297 million, while
reserve coverage of nonperforming assets improved to 254.4% from 224.5% by
year-end 1995. 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 on July 11, 1995 -- by a total of 13% or 4
cents -- to a record annual level of $1.44 per share. On January 10, 1996, the
quarterly common stock dividend was raised again by 11% or 4 cents, to establish
another record annual level of $1.60 per share.

Following is a description of the elements of executive compensation and a
review of Mr. Bacot's compensation levels for 1995, 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 peer group. Mr. Bacot's

13
<PAGE> 16

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. During 1995 -- two-years from his previous salary increase, Mr.
Bacot's base salary was increased from $900,000 to $1,050,000.

Performance evaluations of other executive officers are reviewed with the
Committee by the Chief Executive Officer. Independent compensation consultants
are used to confirm that the salary levels at the Company are within the range
of the Company's key competitors. 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 42 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 year. Cash
incentives to those executive officers named in the Summary Compensation Table
are determined based on performance against pre-established corporate goals. If
performance goals are not met, awards are scaled down against target, or
eliminated. 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, Board approval is required for executive officer incentive payments.

Annual cash incentive awards to executive officers for 1995 increased
significantly compared to the prior two years, reflecting record Company
financial performance and individual business unit performance. In the case of
Mr. Bacot, his bonus for 1995 was determined pursuant to goals that were
established at the beginning of 1995. Net income was the performance basis for
the award and the results indicated that his payout would be at the maximum,
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 1995.

PERFORMANCE SHARE GRANTS

The Compensation Committee strongly endorses the use of performance shares in
lieu of restricted shares as an important component of long-term incentive
compensation for the most senior management of the Company. Whereas restricted
stock usually has some value at vesting, performance share earnouts fluctuate
based on Company results against pre-established goals over designated
performance periods.

In 1994, performance share grants were made covering performance for calendar
years 1994, 1995 and 1996. Therefore, no new performance share grants were made
during 1995 to any executive officer. Shares granted in 1994, however, with a
performance period equal to the 1995 calendar year, earned out at 125% of
granted shares due to performance exceeding pre-established goals. Mr. Bacot
earned 32,500 shares based on a grant of 26,000 shares. The value of these
shares is included in the Bonus column of the Summary Compensation Table, and
related footnote.

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.

14
<PAGE> 17

Stock option grants were made pursuant to the 1993 LTIP. During 1995,
approximately 400 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 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 100,000 option shares during 1995.

Under Section 162(m) of the Internal Revenue Code of 1986 (the "Code"), 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 defined in Section 162(m) of the Code. The Company has
modified its incentive 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, 1995

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

15
<PAGE> 18

THE BANK OF NEW YORK COMPANY, INC.

COMPARISONS OF FIVE-YEAR TOTAL SHAREHOLDER RETURN

(DOLLARS)

<TABLE>
<CAPTION>
THE BANK OF
MEASUREMENT PERIOD NEW YORK CO.,
(FISCAL YEAR COVERED) INC PEER GROUP S&P 500
<S> <C> <C> <C>
12/31/90 100.00 100.00 100.00
12/31/91 185.30 140.35 130.34
12/31/92 335.60 193.54 140.26
12/31/93 366.36 236.84 154.33
12/31/94 386.64 231.32 156.36
12/31/95 674.95 381.28 215.06
</TABLE>

Value of assumed $100 investment on December 31, 1990 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 NBD Bancorp**
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.

** Reflects the Merger of First Chicago Corporation with NBD Bancorp effective
12/1/95. The 1995 performance for this stock was calculated based on returns
accruing to holders of the common stock of First Chicago Corporation as of
January 1, 1995.

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

16
<PAGE> 19

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, 1996, the annual
rate of compensation payable under the terms of the Agreements to Messrs. Bacot
and Papageorge would be $4,844,350 and $1,928,515, 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 notice. As of January 1, 1996, the maximum severance payable under
the Severance Agreements is $3,036,733 for Mr. Renyi, $5,377,224 for Mr.
Chevalier and $2,809,726 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.

17
<PAGE> 20

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 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 $45 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
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 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

18
<PAGE> 21

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.

PENSION BENEFITS

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 $ 33,000 $ 40,500 $ 48,000 $ 55,500 $ 63,000
200,000... 49,500 66,000 81,000 96,000 111,000 126,000
300,000... 74,250 99,000 121,500 144,000 166,500 189,000
400,000... 99,000 132,000 162,000 192,000 222,000 252,000
500,000... 123,750 165,000 202,500 240,000 277,500 315,000
600,000... 148,500 198,000 243,000 288,000 333,000 378,000
700,000... 173,250 231,000 283,500 336,000 388,500 441,000
800,000... 198,000 264,000 324,000 384,000 444,000 504,000
900,000... 222,750 297,000 364,500 432,000 499,500 567,000
1,000,000... 247,500 330,000 405,000 480,000 555,000 630,000
1,100,000... 272,250 363,000 445,500 528,000 610,500 693,000
1,200,000... 297,000 396,000 486,000 576,000 666,000 756,000
1,300,000... 321,750 429,000 526,500 624,000 721,500 819,000
1,400,000... 346,500 462,000 567,000 672,000 777,000 882,000
1,500,000... 371,250 495,000 607,500 720,000 832,500 945,000
1,600,000... 396,000 528,000 648,000 768,000 888,000 1,008,000
1,700,000... 420,750 561,000 688,500 816,000 943,500 1,071,000
1,800,000... 445,500 594,000 729,000 864,000 999,000 1,134,000
1,900,000... 470,250 627,000 769,500 912,000 1,054,500 1,197,000
2,000,000... 495,000 660,000 810,000 960,000 1,110,000 1,260,000
2,100,000... 519,750 693,000 850,500 1,008,000 1,165,500 1,323,000
2,200,000... 544,500 726,000 891,000 1,056,000 1,221,000 1,386,000
2,300,000... 569,250 759,000 931,500 1,104,000 1,276,500 1,449,000
2,400,000... 594,000 792,000 972,000 1,152,000 1,332,000 1,512,000
2,500,000... 618,750 825,000 1,012,500 1,200,000 1,387,500 1,575,000
2,600,000... 643,500 858,000 1,053,000 1,248,000 1,443,000 1,638,000
</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,
1995, respectively: J. Carter Bacot, $2,548,533, 35 years; Thomas A. Renyi,
$975,705, 24 years; Deno D. Papageorge, $969,231, 26 years; and Alan R.
Griffith, $774,615, 29 years. Covered compensation consists of the average of
the three highest

19
<PAGE> 22

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, Papageorge and Griffith, 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 $631,116.11 as of December
31, 1995. 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, covering all directors and officers 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 Insurance Company Ltd. These policies are
dated December 1, 1995 at a total premium expense for a one year period of
$1,915,000, 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 1995, 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 1995
and the largest aggregate amount of indebtedness outstanding at any one time
during 1995 was approximately $628 million net of loans participated to the
Bank. As of February 29, 1996 approximately $267 million, net of loans
participated to the Bank, was outstanding to Tele-Communications, 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 its executive officers and directors have complied with all applicable
Section 16(a) filing requirements.

20
<PAGE> 23

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of December 31, 1995
concerning persons which to the knowledge of the Company had beneficial
ownership of more than 5% of the voting securities indicated.

<TABLE>
<CAPTION>
TITLE OF NAME AND AMOUNT AND NATURE OF PERCENT
CLASS ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------- --------------------------------------- -------------------- --------
<S> <C> <C> <C>
Common
Stock...... FMR Corp.(1) 15,132,316 shares(2) 7.46%
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 3,124,629 of such
shares. Edward C. Johnson, 3rd, Chairman of FMR Corp., and members of the
Edward C. Johnson, 3rd family and trusts for their benefit may be deemed to
be a beneficial owner of the shares owned beneficially by FMR Corp.

(2) Includes 1,089,065 shares resulting from the assumed conversion of the
Company's 7.5% Convertible subordinated debentures and 890,000 shares
resulting from the assumed conversion of Warrants.

PROPOSAL TO RATIFY THE APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, acting upon the recommendation of the Audit Committee,
has appointed Ernst & Young LLP to serve as the Company's independent public
accountants for the year 1996, and the shareholders will be asked to ratify such
appointment at the Annual Meeting. In 1995 Deloitte & Touche LLP served as the
Company's independent public accountants.

The replacement, on March 12, 1996, of Deloitte & Touche LLP, by Ernst & Young
LLP, was approved by the Audit Committee of the Company's Board of Directors.
Deloitte & Touche LLP's reports on the Company's financial statements for the
last two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles. During the two fiscal years ended December 31, 1995 and
during the period from December 31, 1995 through the effective date of Deloitte
& Touche LLP's replacement, there were no disagreements between the Company and
Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements would have caused Deloitte & Touche LLP to make reference to the
subject matter of such disagreements in connection with its reports.

Representatives of Deloitte & Touche LLP and Ernst & Young 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.

AMENDMENT TO ARTICLE FOURTH OF CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.

It is proposed by the Board of Directors, pursuant to a resolution adopted March
12, 1996, that the first paragraph of Article FOURTH of the Company's
Certificate of Incorporation be amended to increase the authorized Common Stock
(par value $7.50 per share) from 350,000,000 shares to 800,000,000 shares so as
to read as follows:

"FOURTH: The aggregate number of shares which the Corporation shall
have the authority to issue is eight hundred ten million (810,000,000) of
which eight hundred million (800,000,000) shares (par value $7.50 per
share) shall be designated as Common Stock; five million (5,000,000)
shares, without par value, shall be designated as Preferred Stock; and five
million (5,000,000) shares (par value $2.00 per share) shall be designated
as Class A Preferred Stock."

As of March 25, 1996 the Company had outstanding an aggregate of 196,335,967
shares of Common Stock.

21
<PAGE> 24

The Board of Directors believes that it is advisable to have additional shares
of Common Stock available for issuance for general corporate purposes including,
but not limited to, the raising of capital through the sale of Common Stock and
other securities or rights convertible into or exercisable for Common Stock,
stock dividends, stock splits, acquisitions and shareholder and employee plans.
Although the Company has no present plans to issue additional shares of Common
Stock (or other securities or rights) (other than pursuant to existing
shareholder and employee plans), the authorization of such shares will enable
the Company to act promptly if appropriate circumstances arise which require the
issuance of such shares.

The authorization of additional shares of Common Stock will not, by itself, have
any effect on the rights of the holders of existing Common Stock. Depending on
the circumstances, any issuance of additional shares of Common Stock could
affect the existing holders of shares of Common Stock by diluting the voting
power and earnings per share of the Common Stock. The Company's shareholders do
not have preemptive rights to subscribe for, purchase or receive shares of the
authorized capital stock of the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR PROXY FOR THE
AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

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 1,000 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 21.6%, 2,171 owners of 31,800,000 shares, were cast in favor
of this proposal. The vote against included 2,203 unmarked proxies.

"A California law 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. 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. In many cases authorities come in after and say the director or
directors were not qualified. We were delighted to see the SEC has finally taken
action to prevent bad directors from being on boards of public companies. The
SEC should have hearings to prevent such persons becoming directors before they
harm investors.

"We think cumulative voting is the answer to find new directors for various
committees. Some recommendations have been made to carry out the CERES 10
points. The 11th should be, in our opinion, having cumulative voting and ending
staggered boards.

"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. The huge derivative losses might have been
prevented with cumulative voting.

"Many successful corporations have cumulative voting. Example, Pennzoil defeated
Texaco in that famous case. Ingersoll-Rand also having cumulative voting won two
awards. Fortune magazine ranked it 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 and 1995
they raised their dividend.

22
<PAGE> 25

"Lockheed-Martin, as well as VWR Corporation now have a provision that if anyone
has 40% of the shares cumulative voting applies, it applies at the latter
Company.

"In 1995, American Premier adopted cumulative voting. Allegheny Power System
tried to take away cumulative voting, as well as put in a stagger system, and
stockholders defeated it, showing stockholders are interested in their rights.

"If you agree, please mark your proxy FOR; if you disagree mark AGAINST."

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

At the 1995 Annual Meeting, 78.4% 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, 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."

PROPONENT'S STATEMENT IN SUPPORT OF RESOLUTION:

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."

"Term Limits for Congress were part of The Contract With America."
"Last year the owners of 10,566,015 shares, representing approximately 6.9%
of shares voting, voted FOR my similar resolution."

"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 tenure on the Board each year.

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

23
<PAGE> 26

FUTURE SHAREHOLDER PROPOSALS

In accordance with the rules of the Securities and Exchange Commission,
shareholders who intend to present proposals at the 1997 Annual Meeting of
Shareholders must submit such proposals in time for them to be received by the
Company on or before November 29, 1996, for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting.

PHEBE C. MILLER
Secretary

March 29, 1996

24
<PAGE> 27

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 25, 1996 at the annual meeting
of shareholders to be held on May 14, 1996 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), FOR PROPOSAL
(3), AGAINST PROPOSAL (4) AND AGAINST PROPOSAL (5). 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> 28
[THE BANK OF NEW YORK COMPANY, INC. LOGO]

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
(NJ), 385 Rifle Camp Road, West Paterson, NJ, on Tuesday, May 14, 1996, at 10:00
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 Ernst &Young LLP
as the Company's independent public accountants for the current fiscal year;

3. To consider an amendment to Article Fourth of the Company's Certificate
of Incorporation to increase the authorized shares of Common Stock of the
Company (par value $7.50 per share) from 350,000,000 to 800,000,000;

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

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

6. 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 25, 1996 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,

/s/ J. CARTER BACOT /s/ PHEBE C. MILLER
- ----------------------------- ------------------------------
J. CARTER BACOT PHEBE C. MILLER
Chairman of the Board Secretary
March 29, 1996

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3:

FOR WITHHOLD EXCEPTIONS*
/ / / / / /

1. ELECTION OF DIRECTORS:
Nominees: Messrs. Bacot, Barth, Biondi,
Chaney, Chevalier, 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.)

Exceptions*
------------------------------------------------------------------

2. Ratification of Auditors. FOR AGAINST ABSTAIN

/ / / / / /

3. Amendment to Certificate
of Incorporation to increase FOR AGAINST ABSTAIN
the authorized shares of
Common Stock
/ / / / / /

MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSALS 4 AND 5:

FOR AGAINST ABSTAIN
/ / / / / /

4. Shareholder Proposal regarding
Cumulative Voting Rights to be
accorded to shareholders.

FOR AGAINST ABSTAIN
/ / / / / /
5. Shareholder Proposal relating to
term limits for directors.

Address Change and/or Comments Mark Here / /

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

Dated , 1996
-----------------------------

- -----------------------------------------
Signature of Shareholder(s)

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

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

<PAGE> 29

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3:

FOR WITHHOLD EXCEPTIONS*
/ / / / / /
1. ELECTION OF DIRECTORS:
Nominees: Messrs. Bacot, Barth, Biondi,
Chaney, Chevalier, 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.)

Exceptions*
------------------------------------------------------------------

2. Ratification of Auditors. FOR AGAINST ABSTAIN
/ / / / / /

3. Amendment to Certificate FOR AGAINST ABSTAIN
of Incorporation to increase / / / / / /
the authorized shares of
Common Stock

MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSALS 4 AND 5:

4. Shareholder Proposal regarding FOR AGAINST ABSTAIN
Cumulative Voting Rights to be / / / / / /
accorded to shareholders.

5. Shareholder Proposal relating to FOR AGAINST ABSTAIN
term limits for directors. / / / / / /

Address Change and/or Comments Mark Here / /

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

Dated , 1996
------------------------------

- -----------------------------------------
Signature of Shareholder(s)

Cede & Co,
- -----------------------------------------
Signature of Shareholder(s)

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

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

EMPLOYEES' STOCK PURCHASE PLAN
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

101 BARCLAY STREET
A LEVEL - PROXY DEPT

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

<PAGE> 30

MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3:

(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.)

Exceptions*
------------------------------------------------------------------

2. Ratification of Auditors. FOR AGAINST ABSTAIN
/ / / / / /

3. Amendment to Certificate FOR AGAINST ABSTAIN
of Incorporation to increase / / / / / /
the authorized shares of
Common Stock

MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSALS 4 AND 5:

4. Shareholder Proposal regarding FOR AGAINST ABSTAIN
Cumulative Voting Rights to be / / / / / /
accorded to shareholders.

5. Shareholder Proposal relating to FOR AGAINST ABSTAIN
term limits for directors. / / / / / /

Address Change and/or Comments Mark Here / /

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

Dated , 1996
------------------------------

- -----------------------------------------
Signature of Shareholder(s)

Cede & Co.
- -----------------------------------------
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.

EMPLOYEES' PROFIT SHARING PLAN FUND D
EMPLOYEES' STOCK OWNERSHIP PLAN
AND
EMPLOYEES' INCENTIVE SAVINGS PLAN
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

101 BARCLAY STREET
A LEVEL - PROXY DEPT

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