<PAGE>
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
The Bank of New York Company, Inc.
(Exact name of registrant as specified in its charter)
New York 13-2614959
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Wall Street
New York, New York 10286
(Address of Principal Executive Offices, including Zip Code)
Employees' Stock Purchase Plan of The Bank of New York Company, Inc.
Employees' Profit-Sharing Plan of The Bank of New York Company, Inc.
1993 Long-Term Incentive Plan of The Bank of New York Company, Inc.
1999 Long-Term Incentive Plan of The Bank of New York Company, Inc.
(Full title of the plans)
__________________________________
Phebe C. Miller, Secretary
The Bank of New York Company, Inc.
One Wall Street
New York, New York 10286
(Name and address of agent for service)
__________________________________
(212) 635-1643
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
Common Stock, 41,000,000 $36.50(1) $1,496,500,000(1) $416,027
$7.50 par value shares
Preferred Stock 41,000,000 (2) (2) (2)
Purchase Rights rights
<PAGE>
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h) under
the Securities Act of 1933, based upon the average of
the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange Consolidated
Tape on May 17, 1999.
(2) There is no independent market for the Preferred Stock
Purchase Rights (the "Rights") at this time. Until the
occurrence of certain prescribed events, the Rights are
not exercisable, are evidenced by the certificates for
the Common Stock and will be transferred along with and
only with such securities. The market price of each
share of Common Stock includes the value of the share of
Common Stock together with the value of the Right
appertaining thereto.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Bank of New York
Company, Inc. (the "Company") are hereby incorporated into
this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1998;
2. The Company's Current Reports on Form 8-K for the report
dates January 19, January 29 and April 19, 1999.
3. The description of the Company's Common Stock and the
related Preferred Stock Purchase Rights contained in the
Company's Registration Statement filed pursuant to Section
12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
4. The Profit-Sharing Plan's Report on Form 11-K for the year
ended December 31, 1997.
In addition, all documents filed by the Company and the Profit
Sharing Plan pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable
<PAGE>
Item 5. Interests of Named Experts and Counsel
The legality of the securities covered by this Registration
statement has been passed upon for the Company by Paul A.
Immerman, Esq., Senior Counsel of The Bank of New York. Mr.
Immerman owns shares of the Common Stock and is a participant
in the plans.
Ernst & Young LLP, independent auditors, have audited
the Company's consolidated financial statements included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1998, as set forth in their report, which is
incorporated in this registration statement by reference.
Such consolidated financial statements are incorporated by
reference in reliance on such reports given upon the
authority of such firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
The By-Laws (Section 7.1) of the Company provide the
following:
Except to the extent expressly prohibited by the New
York Business Corporation Law, the Company shall indemnify any
person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact
that such person or such person's testator or intestate is or
was a director or officer of the Company, or serves or served
at the request of the Company any other corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, incurred in connection with such
action or proceeding, or any appeal therein; provided that no
such indemnification shall be made if a judgment or other
final adjudication adverse to such person establishes that his
or her acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the
cause of action so adjudicated, or that he or she personally
gained in fact a financial profit or other advantage to which
he or she was not legally entitled; and provided further that
no such indemnification shall be required with respect to any
settlement or other nonadjudicated disposition of any
threatened or pending action or proceeding unless the Company
has given its prior consent to such settlement or other
disposition.
The Company may advance or promptly reimburse upon request
any person entitled to indemnification hereunder for all
expenses, including attorneys' fees, reasonably incurred
in defending any action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking by or on
behalf of such person to repay such amount if such person is
ultimately found not to be entitled to indemnification or,
where indemnification is granted, to the extent the expenses
so advanced or reimbursed exceed the amount to which such
person is entitled; provided, however, that such person shall
cooperate in good faith with any request by the Company that
common counsel be utilized by the parties to an action or
proceeding who are similarly situated unless to do so would be
inappropriate due to actual or potential differing interests
between or among such parties.
<PAGE>
Nothing herein shall limit or affect any right of any
person otherwise than hereunder to indemnification or
expenses, including attorneys' fees, under any statute, rule,
regulation, certificate of incorporation, by-law, insurance
policy, contract or otherwise.
Anything in these By-laws to the contrary
notwithstanding, no elimination of this By-law, and no
amendment to this By-law adversely affecting the right of any
person to indemnification or advancement of expenses
hereunder, shall be effective until the 60th day following
notice to such person of such action, and no elimination of or
amendment to this By-law shall deprive any person of his or
her rights hereunder arising out of alleged or actual
occurrences, acts or failures to act prior to such 60th day.
The Company shall not, except by elimination of or
amendment to this By-law in a manner consistent with the
preceding paragraph, take any corporate action or enter into
any agreement which prohibits, or otherwise limits the rights
of any person to, indemnification in accordance with the
provisions of this By-law. The indemnification of any person
provided by this By-law shall continue after such person has
ceased to be a director or officer of the Company and shall
inure to the benefit of such person's heirs, executors,
administrators and legal representatives.
The Company is authorized to enter into agreements
with any of its directors or officers extending rights to
indemnification and advancement of expenses to such person to
the fullest extent permitted by applicable law, but the
failure to enter into any such agreement shall not affect or
limit the rights of such person pursuant to this By-law, it
being expressly recognized hereby that all directors or
officers of the Company by serving as such after the adoption
hereof, are acting in reliance hereon and that the Company is
estopped to contend otherwise.
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In case any provision in this By-law shall be determined at
any time to be unenforceable in any respect, the other
provisions shall not in any way be affected or impaired
thereby, and the affected provision shall be given the fullest
possible enforcement in the circumstances, it being the
intention of the Company to afford indemnification and
advancement of expenses to its directors and officers, acting
in such capacities or in the other capacities mentioned herein
to the fullest extent permitted by law.
For purposes of this By-law, the Company shall be
deemed to have requested a person to serve an employee benefit
plan where the performance by such person of his or her duties
to the Company also imposes duties on, or otherwise involves
services by, such person to the plan or participants or
beneficiaries of the plan, and excise taxes assessed on a
person with respect to any employee benefit plan pursuant to
applicable law shall be considered indemnifiable expenses.
For purposes of this By-law, the term "Company" shall include
any legal successor to the Company, including any corporation
which acquires all or substantially all of the assets of the
Company in one or more transactions.
A person who has been successful, on the merits or
otherwise, in the defense of a civil or criminal action or
proceeding of the character described in the first paragraph
of this By-law shall be indemnified as authorized in such
paragraph. Except as provided in the preceding sentence and
unless ordered by a court, indemnification under this By-law
shall be made by the Company if, and only if, authorized in
the specific case:
(1) By the Board of Directors acting by a quorum
consisting of directors who are not parties to
such action or proceeding upon a finding that the
director or officer has met the standard of
conduct set forth in the first paragraph of this
By-law, or,
(2) If such a quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so
directs;
(a) by the Board of Directors upon the opinion in
writing of independent legal counsel that
indemnification is proper in the circumstances
because the standard of conduct set forth in
the first paragraph of this By-law has been
met by such director or officer; or
(b) by the shareholders upon a finding that the
director or officer has met the applicable
standard of conduct set forth in such
paragraph.
<PAGE>
If any action with respect to indemnification of directors
and officers is taken by way of amendment of these By-laws,
resolution of directors, or by agreement, the Company shall,
not later than the next annual meeting of shareholders, unless
such meeting is held within three months from the date of such
action and, in any event, within fifteen months from the date
of such action, mail to its shareholders of record at the time
entitled to vote for the election of directors a statement
specifying the action taken.
With certain limitations, Sections 721 through 726 of
the New York Business Corporation Law permit a corporation to
indemnify a director or officer made a party to an action (i)
by a corporation or in its right in order to procure a
judgement in its favor unless he shall have breached his
duties, or (ii) other than an action by or in the right of the
corporation in order to procure a judgment in its favor if
such director or officer acted in good faith and in a manner
reasonably believed to be in or, in certain cases, not opposed
to such corporation's best interests, and additionally, in
criminal actions, had no reasonable cause to believe his
conduct was unlawful.
In addition, the Company maintains a directors and
officers insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
- ------- -----------------------
4.1 Restated Certificate of Incorporation of the registrant
incorporated by reference to Exhibit 4 to the
registrant's Quarterly Report on Form 10-Q filed
November 10, 1994 (File No. 1-6152)
4.2 Amendment to Certificate of Incorporation of the
registrant dated July 9, 1996, incorporated by reference
to Exhibit 4 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996
<PAGE>
4.2 Amendment to Certificate of Incorporation of the
registrant dated July 16, 1998 incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement
on Form S-3 filed January 6, 1999. (File Nos. 333-70187,
333-70187-01, 333-70187-02, 333-70187-03 and 333-70187-04)
4.3 By-laws of the registrant, incorporated by reference to
Exhibit 3(a) to the registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999 (File No. 1-6152)
4.4 Rights Agreement, including form of Preferred Stock
Purchase Right, dated as of December 10, 1985, between
The Bank of New York Company, Inc. and The Bank of New
York, as Rights Agent, incorporated by reference to the
registrant's Registration Statement on Form 8-A, dated
December 18, 1985 (File No. 1-6152)
4.5 First Amendment dated as of June 13, 1989, to the Rights
Agreement, including form of Preferred Stock Purchase
Right, dated as of December 10, 1985, between The Bank
of New York Company, Inc. and The Bank of New York, as
Rights Agent, incorporated by reference to the amendment
on Form 8, dated June 14, 1989, to the registrant's
Registration Statement on Form 8-A, dated December 18,
1985 (File No. 1-6152)
4.6 Second Amendment, dated as of April 30, 1993, to the
Rights Agreement, including form of Preferred Stock
Purchase Right dated as of December 10, 1985, between
The Bank of New York Company, Inc. and The Bank of New
York, as Rights Agent, incorporated by reference to the
amendment on Form 8-A/A, filed May 3, 1993, to the
registrant's Registration Statement on Form 8-A, dated
December 18, 1985 (File No. 1-6152)
4.7 Third Amendment, dated as of March 8, 1994, to the
Rights Agreement, including form of Preferred Stock
Purchase Right dated as of December 10, 1985, between
The Bank of New York Company, Inc. and The Bank of New
York, as Rights Agent, incorporated by reference to the
amendment on Form 8-A/A, filed March 23, 1994, to the
registrant's Registration Statement on Form 8-A, dated
December 18, 1985 (File No. 1-6152)
4.8 Specimen of Certificate for the registrant's Common
Stock incorporated by reference to Exhibit 4.4 to the
registrant's Registration Statement on Form S-8 filed
January 29, 1993 (No. 33-57670)
4.9 Employees' Stock Purchase Plan of the Bank of New York
Company, Inc., incorporated by reference to exhibit 4.5
to the Company's Registration Statement on Form S-8
filed January 29, 1993 (Registration No. 33-57670)
<PAGE>
4.10 Employees' Profit Sharing Plan of The Bank of New York
Company, Inc.
4.11 1993 Long-Term Incentive Plan of The Bank of New York
Company, Inc.
4.12 1993 Long-Term Incentive Plan of The Bank of New York
Company, Inc. Performance Share Agreement, incorporated
by reference to exhibit 4.11 to the Company's
Registration Statement on Form S-8 filed December 14,
1994 (Registration No. 33-56863)
4.13 1999 Long-Term Incentive Plan of The Bank of New York
Company, Inc.
5.1 Opinion of Counsel
5.2 The registrant has submitted the Profit-Sharing Plan and
any amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the
plan.
23 Consent of Ernst & Young LLP
23.3 Consent of counsel (included in Exhibit 5.1 to this
Registration Statement).
24 Powers of Attorney
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
<PAGE>
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, as amended, The Bank of New York
Company, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the
17th day of May, 1999.
The Bank of New York Company, Inc.
(Registrant)
/s/ Thomas A. Renyi
By:______________________________
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been
signed below by the following persons in the capacities
indicated on the 17th day of May, 1999.
Signature Title
--------- -----
Chairman of the Board and
Chief Executive Officer
/s/ Thomas A. Renyi (Principal Executive
_____________________________ Officer) and Director
(Thomas A. Renyi)
Senior Executive Vice
President (Principal
/s/ Bruce W. Van Saun Financial Officer)
_____________________________
(Bruce W. Van Saun)
Comptroller
/s/ Thomas J. Mastro (Principal
_____________________________ Accounting Officer)
(Thomas J. Mastro)
*
_____________________________ Director
(J. Carter Bacot)
*
_____________________________ Director
(Richard Barth)
*
_____________________________ Director
(Frank J. Biondi)
*
____________________________ Director
(William R. Chaney)
<PAGE>
Signature Title
--------- -----
*
_____________________________ Vice Chairman and Director
(Alan R. Griffith)
*
_____________________________ President and Director
(Gerald L. Hassell)
*
_____________________________ Director
(Richard J. Kogan)
*
_____________________________ Director
(John A. Luke, Jr.)
*
_____________________________ Director
(John C. Malone)
*
_____________________________ Director
(Donald L. Miller)
*
_____________________________ Director
(Deno D. Papageorge)
*
_____________________________ Director
(Catherine A. Rein)
*
_____________________________ Director
(William C. Richardson)
*
_____________________________ Director
(Brian L. Roberts)
* Jacqueline R. McSwiggan, hereby signs this Registration
Statement on Form S-8 on the 17th day of May, 1999 on behalf
of each of the indicated persons for whom he is attorney-in-
fact pursuant to a power of attorney filed herein.
/s/ Jacqueline R. McSwiggan
___________________________
Attorney-in-Fact
<PAGE>
The Plan. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Plan has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 17th day of May, 1999.
Employees' Stock Purchase Plan
of The Bank of New York
Company, Inc.
/s/ Thomas E. Angers
By:_________________________
Title: Senior Vice President
The Plan. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Plan has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 17th day of May, 1999.
Employees' Profit-Sharing Plan
of The Bank of New York
Company, Inc.
/s/ Thomas E. Angers
By:_________________________
Title: Senior Vice President
The Plan. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Plan has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 17th day of May, 1999.
1999 Long-Term Incentive Plan
of The Bank of New York
Company, Inc.
/s/ Thomas E. Angers
By:_________________________
Title: Senior Vice President
<PAGE>
The Plan. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Plan has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 17th day of May, 1999.
1993 Long-Term Incentive Plan
of The Bank of New York
Company, Inc.
/s/ Thomas E. Angers
By:_________________________
Title: Senior Vice President
<PAGE>
EXHIBIT INDEX
Exhibit 4.10 Employees' Profit Sharing Plan of The Bank of
New York Company, Inc.
Exhibit 4.11 1993 Long-Term Incentive Compensation Plan of
The Bank of New York Company, Inc.
Exhibit 4.13 1999 Long-Term Incentive Compensation Plan of
The Bank of New York Company, Inc.
Exhibit 5.1 Opinion of Counsel
Exhibit 23 Consent of Ernst & Young LLP
Exhibit 23.3 Consent of counsel (included in Exhibit 5.1 to
this Registration Statement).
Exhibit 24 Powers of Attorney
<PAGE>
EMPLOYEES' PROFIT-SHARING PLAN OF
THE BANK OF NEW YORK COMPANY, INC.*
* As amended, effective as of January 1, 1998 (including all amendments
adopted through April 30, 1999)
<PAGE>
EXHIBIT 4.10
EMPLOYEES' PROFIT-SHARING PLAN OF
THE BANK OF NEW YORK COMPANY, INC.
SECTION 1. Definitions.
(1) "Act" shall mean the Employee Retirement Income
Security Act of 1974.
(2) "Annual Addition" means the sum for any Plan Year
of (a) Contributing Company contributions, (b) a Participant's
voluntary contributions and (c) forfeitures allocated to the
Participant under this Plan and any other defined contribution
plan maintained by the Company or a Subsidiary.
(3) "Board of Directors of the Company" shall mean
(a) the Board of Directors of the Company or the Executive
Committee of the Board of Directors of the Company, and (b) other
than with respect to the termination of the Plan or amendments of
the Plan which would (i) significantly reduce or increase
benefits under the Plan or (ii) have a material financial impact
on the Plan, the Pension Committee of the Board of Directors of
the Company.
(4) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(5) The "Company" shall mean The Bank of New York
Company, Inc.
(6) "Committee" shall mean the Committee constituted
to administer the Plan as set forth in Section 9.
(7) "Compensation" shall mean the regular fixed basic
salary received from the Company or a Subsidiary by an Employee
during a Plan Year, including the amount, if any, by which the
regular fixed basic salary is reduced (a) under the terms of The
Bank of New York Company, Inc. Benefits Plus Plan and (b) on
account of a contribution made by an Employee under this Plan,
but exclusive of profit-sharing distributions under this Plan and
other special payments. In no event shall Compensation for
purposes of the Plan, for any Plan Year after December 31, 1993,
exceed $150,000, as adjusted for increases in the cost of living
pursuant to Section 401(a)(17) of the Code. Notwithstanding
anything contained herein to the contrary, in any Plan Year in
which there are more than 26 bi-weekly pay periods, there shall
be excluded from Compensation the last pay period in such Plan
Year.
(8) "Continuous Service" means an Employee's period of
uninterrupted service with the Company or a Subsidiary commencing
as of the date he completes his first Hour of Service (either
when initially employed or following a One-Year Break in
Service), and ending when he incurs a Severance from Service.
Service with (a) a corporation which is a Subsidiary prior to the
date such corporation became a Subsidiary or (b) with a division,
operating unit or department of the Company or a Subsidiary prior
to the date such division, operating unit or department became a
division, operating unit or department of the Company or a
Subsidiary shall, except to the extent provided by the Personnel
Division Head of The Bank of New York on a uniform and
nondiscriminatory basis for similarly situated employees, be
excluded from Continuous Service. Notwithstanding the foregoing,
Continuous Service shall also include the following service as if
such service were with the Company or a Subsidiary:
<PAGE>
(i) service of employees of Irving Bank
Corporation and the "Company" (as such term is defined
in the Cash Supplementary Compensation Plan of Irving
Trust Company and its Affiliates) with Irving Bank
Corporation and its subsidiaries prior to the
"Effective Time" (as such term is defined in the Agree-
ment and Plan of Merger, dated as of October 7, 1988,
by and among Irving Bank Corporation, the Company and
XYZ Corporation);
(ii) service of employees of Barclays Bank PLC
("Barclays") and Barclays Bank of New York ("BBNY") who
become Employees on the "Closing Date", as defined in
Section 7.7(a) of the Purchase and Assumption
Agreement, dated as of June 17, 1992, among Barclays,
BBNY and The Bank of New York (without regard to the
second sentence of subsection (iii) thereof) with
Barclays, BBNY or its or their affiliates (including
periods of employment with any other employer which are
taken into account under the Barclays Bank PLC USA
Staff Pension Plan);
(iii) service of employees of National Community
Bank of New Jersey (and its predecessors) prior to the
"Effective Time", as defined in the Agreement and Plan
of Merger, dated as of January 29, 1993, by and among
the Company, B.N.Y. Holdings (New Jersey) Corporation
and National Community Banks, Inc.;
(iv) service with the "Bank of America Parties"
and their "Affiliates", as such terms are defined in
the Purchase and Sale Agreement, dated as of April 21,
1995, by and among BankAmerica Corporation, the sellers
named on Exhibit A attached thereto, The Bank of New
York and The Bank of New York Company, Inc. (the
"BankAmerica Agreement") of "Employees" who accept
employment with the "Buyer Parties", as such terms are
defined in the BankAmerica Agreement;
(v) service with Morgan Guaranty Trust Company of
New York and any "Affiliate" of "Transferred
Employees", as such terms are defined in the Asset
Purchase Agreement, dated as of May 22, 1995 between
Morgan Guaranty Trust Company of New York and The Bank
of New York;
(vi) service with NationsBank Corporation and its
affiliates by "Transferred Employees", as such term is
defined in the Asset Purchase Agreement between The
Bank of New York and NationsBank Corporation, dated as
of May 30, 1995; and
(vii) service of employees of The Putnam Trust
Company of Greenwich (and its predecessors) prior to
the "Effective Time", as defined in the Agreement and
Plan of Merger dated as of March 25, 1995 by and
between the Company and The Putnam Trust Company of
Greenwich.
<PAGE>
(9) "Contributing Company" shall mean (i) the Company
and (ii) each Subsidiary and division, operating unit, department
or group of employees of a Subsidiary which is included in the
Plan as of December 31, 1995. Thereafter, (x) each new Subsidiary
and division, operating unit, department or group of employees of
a Subsidiary and (y) each Contributing Company shall be, or
continue to be, a Contributing Company, as applicable, unless
excluded pursuant to a written designation of the Personnel
Division Head of The Bank of New York.
(10) "Employee" means any person who is employed by and
receives compensation from the Company or a Subsidiary. For
purposes of this subsection, any Subsidiary which was a "Company"
(as such term is defined in the Cash Supplementary Compensation
Plan of Irving Trust Company and its Affiliates) shall be deemed
to be a Contributing Company.
(11) "Hour of Service" means each hour for which an
Employee is directly or indirectly paid or entitled to payment by
the Company or a Subsidiary for the performance of duties.
(12) "Income" for any year shall mean the consolidated
net income of the Company for such year, as reported to
stockholders, but adjusted to exclude (a) the net income
determined according to its usual accounting procedures, of any
subsidiary which is not a Contributing Company, and (b) the
deduction of consolidated contributions to the Plan. Such
consolidated income shall be further adjusted to exclude to the
extent, if any, determined by the Board of Directors of the
Company (i) the deduction of interest on any debt obligation
issued by a Contributing Company after December 31, 1971 and
(ii) unusual or non-recurring items of income and expense.
(13) "One-Year Break in Service" means a
12 consecutive-month period commencing as of the date an Employee
incurs a Severance from Service during which he does not accrue
an Hour of Service; provided, however, an Employee shall not
incur a One-Year Break in Service on account of (i) an authorized
leave of absence approved by the Committee pursuant to uniform
rules adopted by it, or (ii) a period of service with the Armed
Forces of the United States of America, provided that the
Employee resumes employment with the Company or a Subsidiary
immediately following the end of the leave of absence or, with
respect to military service, within the time prescribed by law.
(14) "Participant" shall mean any Employee who becomes
a Participant in the Plan as set forth in Section 2(2).
(15) "Plan" shall mean the Employees' profit-sharing
Plan of The Bank of New York Company, Inc.
(16) "Plan Year" means the twelve-month period
beginning on January 1 and ending on December 31 and shall also
be the limitation year for purposes of Section 415 of the Code.
(17) "profit-sharing Contribution" shall mean for any
Plan Year an amount equal to the lesser of (i) 10% of Income or
(ii) 15% of the Compensation of all Employees for whom a
contribution is made; provided, however, such amount shall be
reduced by the amount, if any, necessary to prevent the potential
allocation for any Participant under Section 4 from exceeding
$30,000 (or such higher amount to which $30,000 has been adjusted
pursuant to Section 415(d) of the Code to reflect increases in
the cost of living), determined on the basis that any such
Participant does not make a voluntary contribution under
Section 5 for such Plan Year. To the extent a reimbursement by a
Contributing Company of any expenses incurred by the Plan is
treated as a contribution for purposes of the Internal Revenue
Code, such reimbursement shall not be considered to be a Profit-
Sharing Contribution.
<PAGE>
(18) "Prior Plan" shall mean any profit-sharing plan
qualified under Section 401(a) of the Code which is replaced by a
Contributing Company with this Plan.
(19) "Section 16 Person" shall mean a person so
designated by the Committee, from time to time.
(20) "Severance from Service" means a termination of
service which occurs on the earlier of (i) the date an Employee
quits, retires, is discharged or dies, or (ii) the first
anniversary of an Employee's absence from employment with the
Company or a Subsidiary on account of a reason other than those
set forth in (i), or (iii) solely for determining whether a One-
Year Break in Service has occurred, the first anniversary of the
first day of a period in which an Employee remains absent from
employment with the Company or a Subsidiary due to maternity
absence. For purposes of this Section, "maternity absence" means
a period during which an Employee is absent from work for any
period by reason of the pregnancy of the Employee, for placement
of a child with the Employee in connection with the adoption of
such child by such Employee, or for the purposes of caring for
such child for a period beginning immediately following such
pregnancy, birth, or placement.
(21) "Subsidiary" shall mean any corporation, whether
organized under the Banking Law of the State of New York or some
other statute, in which the Company owns, directly or indirectly,
stock possessing at least 80% of the voting power of all classes
of stock regularly entitled to vote for the election of
directors.
(22) "Total Disability" shall mean a condition which
would entitle the Participant to collect benefits under a
Company-sponsored long-term disability plan upon the expiration
of any required waiting period under such plan.
(23) "Trustee" shall mean The Bank of New York as
trustee for the Plan.
(24) "Trust Fund" shall mean the fund held by the
Trustee to which all contributions to the Plan will be made and
out of which all benefits of the Plan will be paid. "Fund" shall
mean Fund A, Fund B, Fund C, or Fund D as described in
Section 7(4).
(25) "Trust Indenture" shall mean the Trust Indenture
between the Company and the Trustee.
(26) "Value" of a Participant's interest in the Trust
Fund, on any date, shall be the value of such interest on the
last day of the month coincident with or immediately preceding
such date, determined pursuant to general rules established by
the Committee.
<PAGE>
SECTION 2. Eligibility.
(1) Each Employee who was eligible to become a
Participant on December 31, 1988 shall continue to be eligible
to become a Participant. Each other Employee who is in the
service of a Contributing Company shall become eligible to be a
Participant as of the date he has completed one year of
Continuous Service.
If any Employee incurs a Severance from Service but
accrues an Hour of Service prior to incurring a One-Year Break in
Service, the period of absence from employment shall constitute
Continuous Service. If an Employee incurs five consecutive One-
Year Breaks in Service prior to accruing two years of Continuous
Service, all Continuous Service shall be disregarded. With
respect to an Employee who commenced employment prior to
January 1, 1983, and who is not a Participant as of such date,
the determination of a year of Continuous Service for the 12-
consecutive-month computational period (i.e., the period
beginning as of the later of the date or latest anniversary of
the date the Employee commenced service with the Company or a
Subsidiary) ending during 1983 shall be determined in accordance
with either the Plan provisions in effect prior to or as of
January 1, 1983, whichever yields the greatest accrual of
Continuous Service.
Notwithstanding any other provision of this Plan to the
contrary, an Employee (i) who is compensated on an hourly basis
(excluding hourly employees who are participants or members of a
Prior Plan), (ii) who is included in a unit of employees covered
by a collective bargaining agreement for which retirement
benefits were the subject of good faith bargaining between
employee representatives and a Contributing Company, (iii) who is
hired by a real estate agent to perform maintenance and
operational services on any Contributing Company's premises, or
(iv) who is initially employed by and principally assigned to an
office of a Contributing Company located outside of the United
States shall not be eligible to participate in the Plan.
(2) In each Plan Year during which the Plan shall be
continued, each Employee eligible to become a Participant shall
become a Participant as to the amount to be allocated to him for
such Plan Year under the provisions of the Plan. However, each
such Employee may elect not to become a Participant as to one-
half of the amount allocated to him under Section 4(1) for the
Plan Year. To make this election in any Plan Year, an Employee
shall complete and return to the Committee a form furnished for
that purpose by the Committee. Each electing Employee shall
receive a cash payment directly from his employer equal to one-
half of the amount allocated to him under Section 4(1) for the
Plan Year. In addition, each Employee shall receive a cash
payment directly from his employer equal to the excess, if any,
of (i) one-half of the amount allocated to him under Section 4(1)
for the Plan Year, reduced by any cash payment paid to him under
the preceding provisions of this Section 2(2), over (ii) $7,000
(or such higher amount as adjusted pursuant to Section 402(b)(5)
of the Code to reflect increases in the cost of living).
<PAGE>
(3) Each eligible Employee shall become a Participant
for such Plan Year pursuant to this subsection, if but only if,
(i) he is in the service of a Contributing Company for all of
such Plan Year, or (ii) he is in the service of both a
Contributing Company and a Subsidiary for all of such Plan Year.
Each Employee (or his estate) eligible to become a Participant in
any year who does not become a Participant by reason of his death
or his retirement during such year shall receive a cash payment
directly from his employer equal to the amount which would have
been allocated to him for such Plan Year had he become a Partici-
pant. The amount of each such cash payment shall be based on the
Compensation received by him during such Plan Year.
Notwithstanding the preceding paragraph of this
Section 2(3), an eligible Employee who was initially employed by
a Subsidiary or a division, unit, department or group of
employees of a Subsidiary which is not a Contributing Company
shall become a Participant for any Plan Year as of the later of
the date he becomes an Employee of a Contributing Company or the
date he satisfies the service requirement of Section 2(1), except
to the extent determined by the Personnel Division Head of The
Bank of New York on a uniform and nondiscriminatory basis for
similarly situated employees. An eligible Employee shall not
become a Participant for a Plan Year if such Employee is an
officer-level employee who participates in any sales incentive or
commission plan of the Company, except to the extent determined
by the Personnel Division Head of The Bank of New York on a
uniform and nondiscriminatory basis for similarly situated
employees.
Notwithstanding anything contained in this Section 2(3)
to the contrary, if the employment of an eligible Employee is
transferred to a Subsidiary or a division, unit, department or
group of employees of a Subsidiary which is not a Contributing
Company, the Personnel Division Head of The Bank of New York may
provide (i) for the continued participation in the Plan of such
eligible Employee on a uniform and nondiscriminatory basis for
similarly situated employees or (ii) if such Subsidiary,
division, unit, department or group of employees maintains or
participates in a tax-qualified profit sharing plan under Section
401(a) of the Code, for participation in the Plan by such
eligible Employee for the Plan Year in which such transfer occurs
only with respect to the Compensation of the Employee for the
portion of the Plan Year prior to the pay period in which such
transfer is effective.
(4) (a) Notwithstanding anything in Section 2(2) to
the contrary, the amount of the Elective Deferrals by Highly
Compensated Employees shall be limited to the extent necessary so
that the Average Actual Deferral Percentage for Participants who
are Highly Compensated Employees for the Plan Year does not
exceed the greater of
(i) The Average Actual Deferral Percentage for the
prior Plan Year for Participants who are not Highly
Compensated Employees, multiplied by 1.25; or
<PAGE>
(ii) The Average Actual Deferral Percentage for the
prior Plan Year for Participants who are not Highly
Compensated Employees, multiplied by two (2), provided, that
the Average Actual Deferral Percentage for Participants who
are Highly Compensated Employees for the current Plan Year
does not exceed the Average Actual Deferral Percentage for
the prior Plan Year for Participants who are not Highly
Compensated Employees by more than two (2) percentage
points.
(b) If both tests in (a) above would not be satisfied
in any Plan Year, the Committee shall make the following
adjustments for Participants who are Highly Compensated
Employees, to the extent necessary so that one of the tests will
be satisfied:
(i) first, reduce the Participants' Elective
Deferral for the Plan Year; and
(ii) second, pay to the Participants in cash a
portion of the Elective Deferral, adjusted for any gain or
loss allocable thereto for the Plan Year.
The Committee shall make the foregoing adjustments by
leveling the highest dollar amount of Elective Deferrals for
Highly Compensated Employees until one of the tests in (a)
above is satisfied.
(c) For purposes of this Section 2(4), the following
definitions shall apply:
(i) "Actual Deferral Percentage" shall mean the ratio
(expressed as a percentage) of Elective Deferrals on behalf
of the Participant for the Plan Year to the Participant's
total compensation for the Plan Year, computed prior to any
reduction for Elective Deferrals or under any cafeteria plan
maintained by the Company or a Subsidiary pursuant to
Section 125 of the Code.
(ii) "Average Actual Deferral Percentage" shall mean
the average (expressed as a percentage) of the Actual
Deferral Percentage of the Participants in a group.
(iii) "Elective Deferral" shall mean, with respect to
the amount under Section 2(2) above that a Participant may
elect to receive in cash, the amount that the Participant
defers.
(iv) "Highly Compensated Employee" shall mean any
individual described in Section 414(q) of the Code.
SECTION 3. Profit-Sharing Contribution.
(1) The amount of the Profit-Sharing Contribution,
less the amount of direct cash payments pursuant to Section 2(2)
above, shall be paid into the Trust Fund. Each Contributing
Company shall contribute out of its current or accumulated
earnings or profits (hereinafter referred to as "Earnings") that
portion of the Profit-Sharing Contribution allocated to its
Employees under Section 4. In the event that any Contributing
Company has insufficient Earnings to make all or a part of its
required contribution, each other Contributing Company having
sufficient Earnings shall contribute for the Employees employed
by the Contributing Company having such insufficient Earnings
that portion of its Earnings (adjusted for the contributions made
on behalf of its Employees) which the prevented contribution
bears to the total Earnings of all Contributing Companies having
such Earnings (adjusted for all contributions made by each such
Contributing Company on behalf of its own Employees). In any
Plan Year in which the Contributing Companies are filing
consolidated Federal income tax returns as members of the same
affiliated group, the Boards of Directors of the Contributing
Companies may, by resolutions adopted prior to the end of their
fiscal years, apportion any such prevented contribution among one
or more of the Contributing Companies having sufficient earnings
in some other way. In no event shall a Profit-Sharing
Contribution be made to the Trust Fund to the extent it is not
deductible under Section 404 of the Code.
<PAGE>
(2) The determination of the amount of the Profit-
Sharing Contribution for any Plan Year, as approved by the Board
of Directors of the Company and certified by the appropriate
officer of the Company to the Committee, shall be final and
conclusive upon all persons at any time having any interest in
the Plan.
(3) Within sixty days after the end of each Plan Year
during which the Plan shall be continued, each Contributing
Company shall contribute its respective share of the Profit-
Sharing Contribution payable to the Trust Fund.
SECTION 4. Allocation of Profit-Sharing Contribution.
(1) The Profit-Sharing Contribution for any Plan Year
shall be allocated among the Participants (including persons
described in the second sentence of the first paragraph and in
the third paragraph of Section 2(3)) in the proportion that the
Compensation of each such Participant during such Plan Year bears
to the total Compensation of all such Participants for such Plan
Year.
(2) If any Participant shall receive Compensation from
more than one Contributing Company, the amount of his
compensation shall be deemed to be the aggregate thereof for the
purpose of determining the allocation to be made to him.
(3) If any Employee shall become eligible to become a
Participant during the course of any Plan Year as provided in
Section 2(1), his Compensation for such Plan Year for purposes of
determining the amounts to be allocated to him for such Plan Year
shall be deemed to be the Compensation received by him in such
Plan Year after the first day of the payroll period coinciding
with or immediately following the date he became so eligible.
(4) For purposes of determining the Participant's
share in the part of the Profit-Sharing Contribution paid into
the Trust Fund, references in subsections (1), (2) and (3) of
this Section to the Compensation of a Participant who has made
the election pursuant to subsection (2) of Section 2 shall mean
one-half of the Compensation received by him during such Plan
Year after he became eligible to participate in the Plan.
<PAGE>
SECTION 5. Voluntary Contributions; Rollover Contributions.
(1) Each Participant who has an interest in the Trust
Fund may elect from time to time on a revocable basis to make
voluntary contributions under the Plan in an amount equal to
between 1% and 10% of Compensation (in whole percentages only) by
payroll deduction, or may make such contributions from time to
time in lump-sum amounts; provided, however, that the aggregate
voluntary contributions by any Participant under the Plan shall
not exceed 10% of his Compensation for all years during which he
is a Participant in the Plan or any Prior Plan. An election to
make voluntary contributions by payroll deductions shall be made
on a form furnished for that purpose by the Committee,
authorizing regular deductions from the Participant's salary
payments, and designating (in integral multiples of 25%) of such
voluntary contributions which shall be invested in Funds A, B, C
and D (as described in Section 7(4)). In no event shall any
voluntary contribution made by a Participant be subject to
forfeiture.
(2) Amounts deducted from the Compensation of any
Participant pursuant to subsection (1) of this Section shall be
transferred on a bi-weekly basis to the Trustee to be held in
Trust, subject to the provisions of the Trust Indenture, for the
account of such Participant. Amounts contributed in lump-sum by
any Participant shall be held by his employer and paid over in
the same manner as contributions made by payroll deduction.
(3) (a) Notwithstanding anything in Section 5(1) to
the contrary, the amount of voluntary contributions by Highly
Compensated Employees shall be limited to the extent necessary so
that the Average Contribution Percentage for all Participants who
are Highly Compensated Employees for the Plan Year does not
exceed the greater of:
(i) The Average Contribution Percentage for the prior
Plan Year for Participants who are not Highly Compensated
Employees, multiplied by 1.25; or
(ii) The Average Contribution Percentage for the prior
Plan Year for Participants who are not Highly Compensated
Employees, multiplied by two (2), provided, that the Average
Contribution Percentage for Participants who are Highly
Compensated Employees for the current Plan Year does not
exceed the Average Contribution Percentage for the prior
Plan Year for Participants who are not Highly Compensated
Employees by more than two (2) percentage points.
(b) If both tests in (a) above would not be satisfied in
any Plan Year, the Committee shall make the following
adjustments, proportionately for Participants who are Highly
Compensated Employees, to the extent necessary so that one of the
tests will be satisfied:
(i) first, reduce the Participants' voluntary
contributions for the balance of the Plan Year; and
(ii) second, pay to the Participants in cash a portion
of the voluntary contributions, adjusted for any gain or
loss allocable thereto for the Plan Year.
The Committee shall make the foregoing adjustments
by leveling the highest dollar amount of voluntary contributions
for Highly Compensated Employees until one of the tests in (a)
above is satisfied.
<PAGE>
(c) For purposes of this Section 5(3), the following
definitions shall apply:
(i) "Average Contribution Percentage" shall mean the
average (expressed as a percentage), of the Contribution
Percentages of the Participants in a group.
(ii) "Contribution Percentage" shall mean the ratio
(expressed as a percentage), of the voluntary contributions
pursuant to Section 5(1), made by the Participant for the
Plan Year to the Participant's total compensation for the
Plan Year, computed prior to any reduction for Elective
Deferrals or under any cafeteria plan maintained by the
Company or a Subsidiary pursuant to Section 125 of the Code.
(iii) "Highly Compensated Employee" shall mean any
individual described in Section 414(q) of the Code.
(4) An Employee who (a) is eligible to become a
Participant or would be eligible to become a Participant if he
had completed one Year of Continuous Service (as determined in
accordance with the provisions of Section 2(1)) and (b) has had
distributed to him any portion of his interest in a plan which
meets the requirements of Section 401(a) of the Code (the
"Qualified Plan") may, in accordance with procedures approved by
the Committee, transfer all or any portion of the distribution
from the Qualified Plan to the Plan provided the following
conditions are met:
(i) the distribution from the Qualified Plan is (or
was) an "eligible rollover distribution" within the meaning
of Section 402(c)(4) of the Code;
(ii) the transfer is made directly from the Qualified
Plan, or occurs on or before the 60th day following his
receipt of the distribution from the Qualified Plan or, if
such distribution had previously been deposited in an
individual retirement account (as defined in Section 408 of
the Code), the transfer occurs on or before the 60th day
following his receipt of such distribution plus earnings
thereon from the individual retirement account;
(iii) the transfer is made in cash or cash equivalents;
and
(iv) the amount transferred does not exceed the portion
of the distribution he received from the Qualified Plan
which is includible in gross income as determined in
accordance with Section 402(c)(2) of the Code; such amount
may include the proceeds of the sale of any property
received in the distribution pursuant to Section 402(c)(6)
of the Code, plus any earnings accrued during the period, if
any, in which the amount was held in an individual
retirement account.
The Committee shall develop such procedures, and may require such
information from such Employee desiring to make such a transfer,
as it deems necessary or desirable to determine that the proposed
transfer will meet the requirements of this Section. Until such
Employee completes one year of Continuous Service, he shall be
deemed a Participant under the Plan except for purposes of
Sections 2(2), 2(3), 2(4), 4 and 5. The amount transferred
pursuant to this subsection shall be fully vested and
nonforfeitable at all times and shall be invested in Fund A,
Fund B, Fund C and Fund D, as described in Section 7(4), as
designated by the Employee on a form furnished by the Committee
for this purpose (in integral multiples of 25%) at the time the
transfer is made.
<PAGE>
(5) Notwithstanding anything in Section 2(2) or
Section 5(1) to the contrary, in no event shall the sum of
(i) the Average Actual Deferral Percentage for the Plan Year for
Participants who are Highly Compensated Employees and (ii) the
Average Contribution Percentage for the Participants who are
Highly Compensated Employees, after applying the provisions of
Sections 2(4) and 5(3), exceed the "aggregate limit" as such term
is defined under regulations prescribed by the Secretary of the
Treasury or his delegate under Section 401(m) of the Code. In
the event the aggregate limit is exceeded for any Plan Year, the
Contribution Percentages of Highly Compensated Employees shall be
reduced to the extent necessary to satisfy the aggregate limit in
accordance with the procedure set forth in Section 5(3). For
purposes of this Section, "Average Actual Deferral Percentage",
"Average Contribution Percentage", "Highly Compensated Employee"
and "Contribution Percentage" shall each have the same meaning as
the corresponding term is defined in Sections 2(4) and 5(3).
SECTION 6. Limitation on Annual Additions and Contributions.
(1) The total of the Annual Additions allocated to any
Participant's account in any Plan Year shall not exceed the
lesser of (i) $30,000 or such higher amount to which such sum has
been adjusted pursuant to Section 415(d) of the Code to reflect
increases in the cost of living, or (ii) twenty-five percent of
such Participant's total compensation for such Plan Year,
computed prior to any reduction for Elective Deferrals or under
any cafeteria plan maintained by the Company or a Subsidiary
pursuant to Section 125 of the Code.
(2) In the event that it is determined that, but for
the limitations contained in Section 6(1), the Annual Additions
allocated to a Participant's account for any Plan Year would be
in excess of the limitations contained herein, such Annual
Additions shall be reduced to the extent necessary to bring such
Annual Additions within the limitations contained in Section 6(1)
in the following order:
(a) any voluntary contributions by a Participant to
his account which are included in such Annual Additions
shall be returned to such Participant;
(b) if such voluntary contributions are not sufficient
to reduce such Annual Additions to the limitations contained
herein, such Participant's allocable share of a Contributing
Company's contribution for the Plan Year in question shall
be reduced.
(3) If, and to the extent that the amount of any
Participant's allocable share of a Contributing Company's
contribution is reduced in accordance with the provisions of
Section 6(2), the amount of such reduction shall be allocated
among the remaining Participants in the manner provided in
Section 4(1).
<PAGE>
SECTION 7. Trust Fund.
(1) The Company shall enter into a Trust Indenture
providing for the administration of the Trust Fund by The Bank
of New York as Trustee. The Trust Fund shall consist of the
contributions of the Contributing Companies and any voluntary
contributions of the Participants, with the income thereon, less
payments made therefrom. The Trust Indenture may provide for the
commingling of contributions from other plans, including plans of
other employers, so long as the said Indenture requires that all
such plans be qualified under Section 401(a) of the Code, that
all of such plans are qualified under the said Section 401(a),
and the Trust is administered in such manner that it remains
qualified under Section 501(a) of the Code. The Trust Indenture
shall provide that the Trustee may appoint such agent or agents
to act on its behalf as the Trustee should determine are
necessary to comply with any statute or regulation affecting the
Plan or its operation, or to otherwise assist it in performing
its duties.
(2) If a Prior Plan is merged into the Plan, the
interest in the Trust Fund of each person who is or was a
participant in the Prior Plan (or a beneficiary thereof) shall
include the amount credited to the account of such person under
the Prior Plan at the time of the merger (the "Prior Plan
Account"), which shall be invested in the Funds provided under
Section 7(4) in accordance with procedures established by the
Committee. Payment of the Prior Plan Account of a person who
retired or terminated employment prior to the merger shall be
made in accordance with the terms of the Prior Plan.
(3) The Trustee shall invest amounts in the Trust
Fund, except to the extent as provided in subsection (4) of this
Section, in whatever investments it may in its sole discretion
deem advisable. At least annually, the Trustee shall determine
the fair market value of the Trust Fund, and shall report such
value to the Committee. The increases and decreases of the Trust
Fund shall be allocated proportionately among the accounts of all
Participants in the ratio which each such Participant's account
bears to the aggregate of all such accounts.
(4) The Trustee shall segregate the Trust Fund into
four Funds: Fund A invested largely in equity securities; Fund B
invested in income securities; Fund C invested in short term
securities, including but not limited to certificates of deposit,
commercial paper and securities of the United States Treasury;
and Fund D invested in Common Stock of the Company. The Trustee
may invest all or any part of each Fund in the securities of
open-end or closed-end investment companies, the investments of
which are similar to those as described for the investment of
each Fund. Each Participant shall designate, on a form furnished
by the Committee for this purpose, the proportion (in integral
multiples of 25%) of contributions made by the Company for such
year which shall be invested in Funds A, B, C and D provided,
however, that if such Participant is a Section 16 Person, such
Participant must also comply with such rules and regulations as
the Committee may adopt from time to time.
<PAGE>
At least thirty calendar days prior to any valuation
date, a Participant may designate once in any twelve-month
period, on a form furnished by the Committee for this purpose,
the proportion (in integral multiples of 25%) of his balance in
each Fund which shall be transferred to, and invested in, any
other Fund or Funds, provided, however, that if such Participant
is a Section 16 Person and such designation is with respect to a
transfer into or out of Fund D, such Participant must also comply
with such rules and regulations as the Committee may adopt from
time to time.
On the written direction of the Committee, the Trustee
shall make loans from the Trust Fund to participants pursuant to
the terms and conditions of Section 8(9), below. All promissory
notes for such loans shall constitute assets of the Trust Fund
and shall be held in a separate fund known as the "Loan Fund".
The Trustee shall have no responsibility with respect to the
holding, investment, or administration of the Loan Fund, except
to follow the written directions of the Committee.
(5) Before each meeting of the shareholders of the
Company, the Company shall provide each Participant with a copy
of the proxy material relating to his interest in the shares of
Common Stock of the Company in Fund D allocable to his account,
together with a form containing confidential instructions to the
Trustee on how to vote the full shares of Common Stock which such
interest represents. Upon receipt of such instructions on or
prior to the date set forth in the instruction form, the Trustee
shall vote such shares of Common Stock as instructed. The
Trustee shall have the right to vote, in person or by proxy, at
its discretion, any Common Stock for which voting instructions
shall not have been timely received, together with any fractional
interest of Participants in shares of Common Stock.
SECTION 8. Payments from the Trust Fund.
(1) Payments from the Trust Fund of the Value of a
Participant's interest shall be made by the Trustee upon the
direction of the Committee in accordance with the provisions of
this Section 8.
(2)(a) The Value of a Participant's interest in the
Trust Fund shall become payable upon the date of his retirement
or death and shall be paid to him (or in the event of his death,
to such person as he shall have designated as his beneficiary, or
if he shall have made no designation as hereinafter provided, to
his estate) by one of the following methods, in accordance with
the election made on a form furnished by the Committee for this
purpose of the Participant, his beneficiary or his estate, as the
case may be:
(i) In a lump sum as soon as practicable or in the
Plan Year succeeding the Plan Year of his retirement or
death; or
(ii) In a series of regular annual installments, as
nearly equal in amount as is possible, over a period of time
not exceeding ten years (or, if less, his life expectancy)
from the date of his retirement or other severance of
employment or five years from the date of his death.
<PAGE>
If the Participant's interest in the Trust Fund is being paid in
the form of installments pursuant to the provisions of this
Section 8(2)(a), the Participant, beneficiary or estate who is
receiving such installments (as the case may be) may elect, on a
form furnished by the Committee for this purpose, to receive the
remaining Value of the Participant's interest in a lump sum.
(2)(b) A Participant shall have a fully-vested and
nonforfeitable interest at all times in the Trust Fund
attributable to Profit-Sharing Contributions allocated to him
pursuant to Section 4. If the Value of the interest in the Trust
Fund of a Participant whose employment is terminated other than
by retirement or death is less than $5,000, he shall be paid the
Value of such interest in a lump sum as soon as practicable.
Notwithstanding anything contained in this Section 8(2)
to the contrary, if the value of the interest in the Trust Fund
of a Participant who retires or terminates employment exceeds
$5,000, no distribution of such interest shall be made prior to
the Participant's normal retirement age (the date the Participant
attains age 65) without the Participant's written consent.
(2)(c) The distribution of the Participant's balance
in Fund D shall be made as follows:
(i) Except as provided in clause (ii) below, in shares
of Common Stock of the Company unless the Participant elects
at least ten days prior to the date the distribution is to
be made or commenced, on a form furnished by the Committee
for this purpose, to have such balance distributed in cash;
and
(ii) If the distribution is being made as a result of
the Participant's death, in cash unless the Participant's
beneficiary or estate elects at least ten days prior to the
date the distribution is to be made or commenced, on a form
furnished by the Committee for this purpose, to have such
balance distributed in shares of Common Stock of the
Company.
If a Participant's balance in Fund D is distributed in
accordance with clause (ii) of subsection (2)(a) above other than
in cash, each annual installment of shares of Common Stock of the
Company (other than the last installment) must consist of at
least 10 shares.
* (2) (d) Notwithstanding anything contained in the
Plan to the contrary, in the event a Participant who is a
5-percent owner of the Company (within the meaning of Section
416(i)(1)(B) of the Code) at any time during the Plan Year ending
in the calendar year in which the Participant attains age 70 1/2
continues in employment after the end of the calendar year in
which the Participant attains age 70 1/2, the value of the
Participant's interest in the Trust Fund shall be paid to the
Participant, no later than April 1 of the next calendar year in
accordance with a method of distribution permitted under
subsection 2(a) elected by the Participant on a form furnished by
the Committee for this purpose; provided, however, that if a
timely election is not made by the Participant, such payment
shall be made in a lump sum. In succeeding calendar years, the
value of the Participant's interest in the Trust Fund as of the
end of the preceding calendar year shall be paid to the
Participant no later than December 31 of such succeeding calendar
year, in accordance with the method of distribution then in
effect. Any other Participant who remains in employment after
the end of the calendar year in which the Participant attains age
70 1/2 will have the value of the Participant's interest in the
Trust Fund paid no later than April 1 of the calendar year
following the calendar year in which the Participant's employment
terminates in accordance with subsection 2(a); provided, however,
that such Participant will be permitted to elect any method of
distribution that would have been available if the Participant
had terminated employment in the calendar year in which the
Participant attained age 70 1/2.
* As amended effective January 1, 2000.
<PAGE>
(2)(e) If a distribution is one to which Sections
401(a)(11) and 417 of the Code do not apply, such distribution
may be made or commenced less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax
Regulations is given, provided that:
(i) the Committee clearly informs the Participant that
the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable,
a particular distribution option), and
(ii) the Participant, after receiving the notice,
affirmatively elects a distribution.
(3) Benefit payment shall be made or shall commence no
later than 60 days after the close of the Plan Year in which a
Participant dies, retires or terminates employment, except that a
Participant (or in the event of his death, his designated
beneficiary or if none is designated, his estate) may elect in
writing to have benefit payments made or commence no later than
the end of the Plan Year following the Plan Year in which such
Participant dies, retires or terminates employment; provided,
however, that in no event shall benefit payments be made or
commence later than April 1 of the calendar year following the
calendar year in which the Participant attains age 702. All or
any part of any amounts held by the Trustee for distribution
pursuant to clause (i) of subsection (2)(a) above, in the
calendar year succeeding the date of the Participant's death or
retirement shall remain in the Trust Fund and shall be treated in
the same manner as a Participant's interest until so distributed.
Any amount held by the Trustee for distribution pursuant to
clause (ii) of subsection (2)(a) above, shall remain in the Trust
Fund, shall be treated in the same manner as a Participant's
interest and shall be paid in regular annual installments in
accordance with general rules established by the Committee until
the amount so held is exhausted.
<PAGE>
(4) In the event of hardship, a Participant may apply
in writing to the Committee for the immediate payment of all or
part of his interest in the Trust Fund. For purposes of this
subsection, "hardship" means immediate and heavy financial need
of the Participant on account of (a) expenses for medical care
(as described in Section 213(d) of the Code) incurred by the
Participant, the Participant's spouse or any of the Participant's
dependents (as defined in Section 152 of the Code) or necessary
for such persons to obtain medical care, (b) purchase (excluding
mortgage payments) of the Participant's principal residence,
(c) payment of tuition and related educational fees for the next
12 months of post-secondary education for the Participant, or the
Participant's spouse, children or dependents, (d) the need to
prevent the eviction of the Participant from his principal
residence or foreclosure of the mortgage on the Participant's
principal residence, or (e) other reasons prescribed by the
Commissioner of the Internal Revenue Service in revenue rulings,
notices or other documents of general applicability.
The Committee shall direct the Trustee to pay to such
Participant all or such part of his interest in the Trust Fund
attributable to Profit-Sharing Contributions allocated to him
pursuant to Section 4 as the Committee, in its sole discretion,
deems necessary to satisfy such hardship (including amounts
required to pay income taxes or penalties on such payment),
provided that the Participant has no other resources that are
reasonably available to him. In no event, however, shall such
payment exceed the sum of (i) the Value of the Participant's
interest in the Trust Fund as of December 31, 1988 attributable
to Profit-Sharing Contributions allocated to him pursuant to
Section 4, (ii) the Elective Deferrals (as defined in
Section 2(4)) allocated to him under Section 4 since that date,
and (iii) the Value of the Participant's interest in the Trust
Fund attributable to transfers to the Plan pursuant to
Section 5(4), reduced, if applicable, by prior payments on
account of hardship from the Value of his interest in the Trust
Fund attributable to (a) Profit-Sharing Contributions allocated
to him pursuant to Section 4, and (b) transfers to the Plan
pursuant to Section 5(4). If the Participant has made a
withdrawal of part of the Value of his interest in the Trust Fund
attributable to his voluntary contributions pursuant to Section
8(8) during the Plan Year, the Committee may also include in the
amount to be paid under this Section all or any part of his
remaining interest in the Trust Fund attributable to such
voluntary contributions.
(5) Designation of a beneficiary shall be made by the
Participant's completing and filing with the Committee a form
approved by the Committee. Such designation may be revoked or
changed by the Participant's filing with the Committee at any
time prior to his death a form approved by the Committee.
Notwithstanding anything contained herein to the contrary, the
Participant's beneficiary for purposes of distributions which
become payable in the event of death while an employee, shall be
the Participant's spouse unless the spouse consents in writing to
the designation of another beneficiary.
<PAGE>
(6) The right of any person to receive any payment
from the Trust Fund becoming payable to him under the provisions
of the Plan shall not be subject to alienation or assignment and
if such person shall attempt to assign, transfer or dispose of
such right, or should such right be subjected to attachment,
execution, garnishment, sequestration or other legal, equitable
or other process, it shall ipso facto pass and be transferred to
such one or more persons as may be appointed by the Committee
from among the beneficiary, if any, designated by the Participant
with respect to whom such right arises and the spouse, blood
relatives or dependents of such Participant and in such shares
and proportions as the Committee may appoint; provided, however,
that notwithstanding any of the foregoing conditions or any
appointments so made, the Committee, in its sole discretion, may
reappoint such person to receive any payment thereafter becoming
due, either in whole or in part. Any appointment made by the
Committee may be revoked by it at any time and a further
appointment made.
(7) If any person to whom a benefit is payable
hereunder is an infant, or if the Committee determines that any
person to whom such benefit is payable is incompetent by reason
of physical or mental disability, the Committee shall have the
power to cause the payments becoming due to such person to be
made to another for his benefit without responsibility of the
Committee or the Trustee to see to the application of such
payments. Payments made pursuant to such power shall operate as
a complete discharge of the Trust Fund, the Trustee and the
Committee.
(8) Each Participant may elect to withdraw in cash as
of any valuation date all or any part of the Value of his
interest in the Trust Fund attributable to but not in excess of
his voluntary contributions under Section 5, including earnings
thereon determined as of such valuation date. Such election
shall be made on a form furnished for that purpose by the
Committee, shall be received by the Committee not less than five
days prior to a valuation date and may not be made more often
than once in any Plan Year.
Upon Total Disability, a Participant may elect to
withdraw in cash as of any valuation date all or any part of the
Value of his interest in the Trust Fund. Such election shall be
made on a form furnished for that purpose by the Committee, shall
be received by the Committee not less than five days prior to a
valuation date and may not be made more often than once in any
Plan Year.
(9) Subject to uniform and non-discriminatory rules to
be established by the Committee, the Committee may, on
application from a Participant, provide for a loan to the
Participant in an amount (to be determined as of a valuation date
occurring not more than 60 days prior to the date of the loan)
not in excess of 50% of the Value of the Participant's vested
interest in the Trust Fund attributable to Profit-Sharing
Contributions allocated to him pursuant to Section 4 and
transfers to the Plan pursuant to Section 5(4). In addition, the
amount of any loan, when added to the outstanding balance of all
other loans from the Plan, shall not exceed the lesser of
(a) $50,000, reduced by the excess (if any) of (1) the highest
outstanding balance of loans from the Plan during the one-year
period ending on the day before the date on which such loan is
made over (2) the outstanding balance of loans from the Plan on
the date which such loan is made, or (b) the greater of $10,000
or one-half of the Value of the Participant's vested interest in
the Trust Fund attributable to Profit-Sharing Contributions
allocated to him pursuant to Section 4 and transfers to the Plan
pursuant to Section 5(4). As a condition to the making of such
loan, the Participant shall execute and deliver to the Committee
a promissory note payable to the Trustee in the amount of such
loan. A loan shall be made from the amount credited to the
Participant's accounts attributable to Profit-Sharing
Contributions allocated to him pursuant to Section 4, and
notwithstanding the provisions of Section 7(4), a Participant's
account shall not share in the gain or loss of the Trust Fund to
the extent of the amount of the loan. Loans made pursuant to
this Section shall:
<PAGE>
(i) Be available to all Participants on a reasonably
equivalent basis;
(ii) Not be made available to highly compensated
Participants in a percentage amount greater than the
percentage amount made available to other Participants;
(iii) Bear a reasonable rate of interest, based on the
prime commercial lending rate of The Bank of New York as
publicly announced to be in effect from time to time, as
determined by the Committee commensurate with the prevailing
interest rate charged by persons in the business of lending
money for loans which would be made under similar
circumstances, which shall accrue ratably over the period of
the loan;
(iv) Be secured by the Participant's pledge of 50% of
his interest in the Trust Fund attributable to Profit-
Sharing Contributions allocated to him pursuant to Section 4
and transfers to the Plan pursuant to Section 5(4), and such
additional security as the Committee may require; and
(v) Mature not later than ten years from the date of
execution or earlier upon the prior termination of
employment of the Participant for any reason. The principal
amount of such note plus accrued interest thereon shall be
deducted in determining the amount payable to any
Participant under the provisions of Section 8(2).
All payment of interest on a loan to a Participant
shall be credited to his account.
In determining whether to approve an application for a
loan, the Committee will take into account only those factors
which would be considered in a normal commercial setting by an
entity in the business of making similar types of loans. Such
factors shall include whether the loan will be repaid by payroll
deductions or by direct payment by the Participant.
If a Participant defaults in the repayment of a loan,
the outstanding principal amount shall become due and payable
immediately. If the default continues after appropriate efforts
have been made to enforce payment of the loan, the Value of the
Participant's vested interest in the Trust Fund shall be reduced
by the outstanding principal amount of the loan.
<PAGE>
(10)(a) This subsection (10) applies to distributions
made on or after January 1, 1993. Notwithstanding any provision
of the Plan to the contrary that would otherwise limit a
distributee's election under this subsection, a distributee may
elect, at the time and in the manner prescribed by the Committee,
to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the
distributee in a direct rollover.
(10)(b) For purposes of this subsection (10), the
following terms shall have the meanings set forth below:
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or any
portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not
include: any distribution that is one of a series of sub-
stantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies)
of the distributee and for distributee's designated benefi-
ciary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required
under Section 401(a)(9) of the Code; any distribution on
account of hardship pursuant to Section 8(4) of the Plan;
and the portion of any distribution that is not includible
in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer
securities).
(ii) Eligible retirement plan: An eligible retirement
plan is an individual retirement account described in
Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
(iii) Distributee: A distributee includes an Employee
or former Employee. In addition, the Employee's or former
Employee's surviving spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined
in Section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a payment
by the Plan to the eligible retirement plan specified by the
distributee.
<PAGE>
(11) If the employment of a Participant is transferred
to a Subsidiary or a division or unit of a Contributing Company
which does not participate in the Plan and which maintains a
separate profit sharing plan which satisfies the qualification
requirements of Section 401(a) of the Code, such Participant may
elect, on a form furnished by the Committee for this purpose, to
transfer the Value of the Participant's interest in the Trust
Fund to such separate profit sharing plan. No such transfer may
be made during the month of January and in no event may such
transfer include the Value of the Participant's interest
attributable to his voluntary contributions under Section 5 of
the Plan, unless such separate profit sharing plan provides for
voluntary contributions.
SECTION 9. Administration.
(1) The Plan shall be administered by a Committee
which shall consist of at least three members, appointed by, and
to serve at the pleasure of, the Chief Executive Officer of the
Company.
(2) Any person appointed by the Chief Executive
Officer as a member of the Committee shall signify his acceptance
by filing a written acceptance with the Secretary of the
Committee. Any member of the Committee may resign by delivering
his written resignation to the Chief Executive Officer and to the
Secretary of the Committee, and such resignation shall become
effective at delivery or any later date specified therein. No
member of the Committee, other than a member who is not an
Employee, shall receive any compensation for his services as
such.
(3) The Committee shall have all powers necessary to
discharge the duties imposed on it by the Plan or the Trust
Indenture including, but without limiting the generality of the
foregoing, the power to determine all questions of eligibility
and of the status and rights of Participants and others
hereunder, to interpret and construe the Plan, to correct errors,
resolve ambiguities and remedy inconsistencies or omissions in
the Plan and, in general, to decide any dispute arising
hereunder. All determinations, interpretations and decisions of
the Committee in respect of any matter hereunder shall be
conclusive and binding upon all persons affected thereby.
(4) The Committee, or its Chairman, subject to
approval by the Committee, may appoint a Standing Committee of at
least three members who need not be members of the Committee, and
shall delegate to the Standing Committee such of its own duties
as it may determine. The Standing Committee, if appointed, shall
be required to report periodically, but not less frequently than
annually, to the Committee.
(5) The Committee shall maintain accounts which shall
accurately reflect from time to time the amount of the interest
of each Participant in the Trust Fund resulting from the
Contributing Company contributions allocated to him and his
voluntary contributions, if any. It shall adopt general rules
with respect to the maintenance of such accounts and the method
of valuation of the property constituting the Trust Fund and the
interest of the Participants therein, and shall transmit at least
annually to each Participant a statement of such account,
including a valuation at fair market value.
<PAGE>
(6) The Committee shall hold meetings upon such
notice, at such places, and at times as it may determine. A
majority of the members of the Committee shall constitute a
quorum for the transaction of business. All resolutions or other
action taken by the Committee may be made either by the vote of a
majority of those present at a meeting or in a document signed by
all the members at the time in office without a meeting.
(7) The members of the Committee shall elect from
their number a Chairman, shall appoint a Secretary who may, but
need not, be one of the members of the Committee, may appoint
from their number such committees with such powers as they shall
determine, may authorize one or more of their number or any agent
to execute or deliver any instrument in their behalf, and may
employ counsel and agents and such clerical services as they may
require in carrying out the provisions of the Plan. Subject to
the limitations hereof, the Committee shall from time to time
establish rules for the administration of the Plan and the
transaction of its business.
(8) The Company will indemnify and hold harmless each
member of the Committee, and the Standing Committee if appointed,
against any cost, expense or liability, including his attorneys'
fees and any sum paid in settlement of any claim with the
approval of the Company, arising out of any act or omission to
act as a member of the Committee or Standing Committee, except
for his own willful misconduct or lack of good faith.
(9) The Company shall have the right on behalf of all
persons at any time having any interest in the Trust Fund to
settle the accounts of the Trustee and the Committee, and to
approve any action taken or omitted by the Committee or any
member thereof. Approval of the accounts of the Trustee shall be
deemed approval of all acts of the Committee reflected therein.
(10) The Committee shall establish and maintain
reasonable claims procedures for each type of benefit under the
Plan in accordance with the Act and Regulations thereunder.
These procedures shall advise Participants, beneficiaries and
spouses of the method of applying for benefits and include
procedures for review of any benefit calculation; for written
notice to a claimant in the event a claim is denied in whole or
in part; and for review by the Committee of claims denied in
whole or in part.
SECTION 10. Amendment and Discontinuance.
(1) The Plan may be modified or amended in whole or in
part by action of the Board of Directors of the Company at any
time, and retroactively if deemed advisable by that Board to
conform the Plan to conditions which must be met to qualify the
Plan or the Trust Indenture for tax benefits; provided, however,
that no such modification or amendment shall make it possible for
any part of the Trust Fund to be used for purposes other than for
the exclusive benefit of Participants or their beneficiaries and
persons entitled to benefits under any Prior Plan.
<PAGE>
(2) Although it is the intention of the Company to
continue the Plan and of each Contributing Company to make
contributions thereto regularly each year, none of the
Contributing Companies assumes any contractual obligation to do
so. Each Contributing Company reserves the right to discontinue
its contributions under the Plan and the Company reserves the
right to discontinue its contributions under the Plan or to
terminate the Plan at any time by action of its Board of
Directors. Any Contributing Company may discontinue further
contributions by it under the Plan without discontinuing the Plan
as to contributions theretofore made by it or as to contributions
made by any other Contributing Company. If the Plan is
terminated, partially terminated or contributions are completely
discontinued, the interest of each Participant in the Trust Fund
accrued up to the date of such termination or discontinuance
shall become nonforfeitable and shall be paid at the time and in
the manner provided in Section 8 hereof.
(3) In the case of any merger or consolidation with,
or transfer of Plan assets or liabilities to, any other plan,
each Participant shall have an account balance in the resulting
successor or transferee plan determined as if such plan had
terminated immediately after such transaction that shall be equal
to or greater than the account balance he would have been
entitled to receive immediately before such transaction under the
plan in which he was then a participant if such plan had then
terminated.
Pursuant to the Purchase and Assumption Agreement
referred to in Section 1(8), the account balances of certain
employees of Barclays and BBNY in the Barclays Bank PLC Thrift
Savings Plan (the "Barclays Savings Plan"), together with assets
equal thereto, are to be transferred to this Plan. The interest
in the Trust Fund of each Participant whose account balance is
transferred to this Plan from the Barclays Savings Plan shall
include the amount transferred, which shall be invested in the
Funds provided under Section 7(4) in accordance with the election
of the Participant which is made prior to such transfer. If such
transfer included a loan to a Participant from the Barclays
Savings Plan, the repayment of such loan shall be governed by the
provisions of the Barclays Savings Plan, which are hereby
incorporated by reference.
SECTION 11. Miscellaneous.
(1) Nothing contained in the Plan shall be deemed to
give any Participant or Employee the right to be retained in the
service of any Contributing Company nor shall it interfere with
the right of any Contributing Company to discharge or otherwise
deal with him without regard to the existence of the Plan.
(2) All benefits payable under the Plan shall be paid
or provided for solely from the Trust Fund and neither the
Contributing Companies nor the Committee assume any liability or
responsibility therefor. Each Contributing Company shall pay its
respective share, as determined by the Committee, of all expenses
and charges (other than taxes in respect of the Trust Fund or the
income thereof) incurred in the administration of the Plan and
the Trust Fund.
(3) All questions pertaining to the construction,
regulation, validity and effect of the provisions of the Plan
shall be determined in accordance with the laws of New York,
except to the extent not superseded by Titles I and IV of the
Act.
<PAGE>
(4) The Plan shall become effective for the Company at
the time set by resolutions of the Board of Directors of the
Company. The Plan shall become effective for each Subsidiary at
the time set by resolutions of its Board of Directors and when
approval pursuant to Section 1(7) of the Plan is given by the
Board of Directors of the Company. When the Plan becomes
effective it shall be deemed to have become effective for all
purposes retroactive to January 1, 1972. If the date of
effectiveness shall come after January 1, 1972, any individual
who would have become a member or participant under a Prior Plan
between January 1, 1972 and the date of effectiveness but would
not be eligible to be a Participant in this Plan shall become so
eligible.
(5) Notwithstanding any provision of the Plan to the
contrary, contributions, benefits and service credit with respect
to qualified military service will be provided in accordance with
Section 414(u) of the Code and loan repayments under the Plan
will be suspended as permitted under Section 414(u) of the Code.
SECTION 12. Top-Heavy Provisions.
(1) Top-Heavy Rules. With respect to any Plan Year in
which the Plan is a Top-Heavy Plan the special rules regarding
Contributing Company contributions and the limitation on
Compensation as described under this Section 12 shall apply,
notwithstanding any provision of the Plan to the contrary.
(2) Minimum Contributing Company Contributions. Each
Contributing Company shall make a contribution in accordance with
the terms of Section 3(1) so that the amount allocated under
Section 4(1) for any Participant who is not a Key Employee is at
least equal to 5% of such Participant's compensation (within the
meaning of Section 415 of the Code).
In addition, a Participant may elect pursuant to the
terms of Section 2(2) not to become a Participant as to one-half
of the amount allocated to him under Section 4(1) for the Plan
Year only to the extent that such account under Section 4(1) is
an amount equal to less than 5% of such Participant's
compensation.
(3) Top-Heavy Plan. The Plan shall be treated as a
Top-Heavy Plan with respect to a Plan Year if the aggregation
group consisting of the Plan and the Retirement Plan of The Bank
of New York Company, Inc. ("Retirement Plan") is a Top-Heavy
Group.
(4) Top-Heavy Group. The aggregation group consisting
of the Plan and the Retirement Plan shall be treated as a Top-
Heavy Group with respect to a Plan Year if, as of the
Determination Date, the sum of (i) the present value of the
cumulative accrued benefits for Key Employees who are Members
under the Retirement Plan and (ii) the aggregate of the accounts
of Key Employees who are Participants under the Plan exceeds 60%
of a similar sum for all Participants under the Plan and all
Members under the Retirement Plan.
<PAGE>
(5) Definitions.
(a) "Determination Date" means for any Plan Year the
last day of the preceding Plan Year.
(b) "Key Employee" means an Employee who, at any time
during the Plan Year ending on the Determination Date or any
of the preceding four Plan Years, (i) is (or was) one of the
50 officers of the Contributing Company having the highest
annual compensation in excess of $45,000, (ii) owns (or
owned) one of the ten largest interests in the Company and
has annual compensation from a Contributing Company in
excess of $45,000, (iii) owns (or owned) more than 5% of the
Company's Common Stock, or (iv) owns (or owned) more than 1%
of the Company's Common Stock and has annual compensation
from a Contributing Company in excess of $150,000.
<PAGE>
EXHIBIT 4.11
THE BANK OF NEW YORK COMPANY, INC.
1993 LONG-TERM INCENTIVE PLAN
1. PURPOSE. The purpose of the 1993 Long Term Incentive Plan
of The Bank of New York Company, Inc. (the "Plan") is to promote
the long term financial interests of The Bank of New York
Company, Inc. (the "Company"), including its growth and
performance, by encouraging employees of the Company and its
subsidiaries to acquire an ownership position in the company,
enhancing the ability of the Company and its subsidiaries to
attract and retain employees of outstanding ability, and
providing employees with an interest in the Company parallel to
that of the Company's stockholders.
2. DEFINITIONS. The following definitions are applicable to
the Plan:
"Award" shall mean an award determined in accordance with the
terms of the Plan.
"Board of Directors" shall mean the Board of Directors of the
Company.
"Committee" shall mean the Compensation Committee of the Board of
Directors.
"Common Stock" or "Stock" shall mean the common stock of the
Company.
"Covered Employee" means, at the time of an Award (or such other
time as required or permitted by Section 162(m) of the Internal
Revenue Code) (i) the Company's Chief Executive Officer (or an
individual acting in such capacity), (ii) any employee of the
Company or its subsidiaries who, in the discretion of the
Committee for purposes of determining those employees who are
"covered employees" under Section 162(m) of the Internal Revenue
Code, is likely to be among the four other highest compensated
officers of the Company for the year in which an Award is made or
payable, and (iii) any other employee of the Company or its
subsidiaries designated by the Committee in its discretion.
"Exchange Act" shall mean the Securities Exchange Act of 1934.
"Fair Market Value" shall mean, per share of Stock, the closing
price of the Stock on the New York Stock Exchange (the "NYSE") on
the applicable date, or, if there are no sales of Stock on the
NYSE on such date, then the closing price of the Stock on the
last previous day on which a sale on the NYSE is reported.
<PAGE>
"Participant" shall mean an employee of the Company or its
subsidiaries who is selected by the Committee to participate in
the Plan.
3. SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in section 16, the number of shares of Stock which shall
be available for the grant of Awards under the Plan shall not
exceed the greater of (i) in any year, one percent (1%) of the
number of shares of Common Stock outstanding as of January 1 of
such year (including treasury shares) or (ii) during the first
five years the Plan is in effect, five percent (5%) of the number
of shares of Common Stock outstanding as of January 1, 1993
(including treasury shares). The maximum number of shares set
forth in clause (i) of the preceding sentence shall be increased
in any year by the number of shares available for grant in any
previous years since the effective date of the Plan which were
not covered by Awards granted under the Plan in such years. The
maximum number of shares in clause (ii) of the preceding sentence
shall be increased by one percent (1%) of the increase in the
number of outstanding shares of Common Stock (other than as
provided in Section 16) for each year during the first five years
the Plan is in effect that such increase in outstanding shares is
in effect. Notwithstanding anything contained herein to the
contrary, in no event shall (x) more than 6,000,000 shares of
Stock be available in the aggregate for the issuance of Stock
pursuant to incentive stock options granted under the Plan, or
(y) more than thirty percent (30%) of the number of shares of
Stock which are available for the grant of Awards under the Plan
be available in the aggregate for the issuance of Stock pursuant
to the performance shares or restricted stock granted under the
Plan. The shares of Stock issued under the Plan may be
authorized and unissued shares or treasury shares, as the Company
may from time to time determine.
Shares of Stock subject to an Award that, in whole or in part,
expires unexercised or that is forfeited, terminated or cancelled
or is paid in cash in lieu of Stock, and shares of Common Stock
owned by the Participant that are tendered to pay for the
exercise of a stock option in accordance with Section 7 shall
thereafter again be available for grant under the Plan.
4. ADMINISTRATION. The Plan shall be administered by the
Committee. A majority of the Committee shall constitute a
quorum, and the acts of a majority shall be the acts of the
Committee.
Subject to the provisions of the Plan, the Committee (i) (or its
delegate, within limits established by the Committee, with
respect to non-Covered Employees and employees who are not
subject to Section 16 of the Exchange Act) shall select the
Participants, determine the type of Awards to be made to
Participants, determine the shares or share units subject to
Awards, and (ii) shall have the authority to interpret the Plan,
<PAGE>
to establish, amend, and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of
any agreements entered into hereunder, and to make all other
determinations necessary or advisable for the administration of
the Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any
Award in the manner and to the extent it shall deem desirable to
carry it into effect. The determinations of the Committee in the
administration of the Plan, as described herein, shall be final
and conclusive.
5. ELIGIBILITY. All employees of the Company and its
subsidiaries who have demonstrated significant management
potential or who have the capacity for contributing in a
substantial measure to the successful performance of the Company,
as determined by the Committee, are eligible to be Participants
in the Plan. In addition, the Committee may from time to time
deem other employees of the Company or its subsidiaries eligible
to participate in the Plan to receive awards of nonstatutory
stock options.
6. AWARDS. Awards under the Plan may consist of: stock
awards, stock options (either incentive stock options within the
meaning of Section 422 of the Internal Revenue Code or
nonstatutory stock options), stock appreciation rights,
performance shares, and restricted stock grants. Awards of
performance shares and restricted stock may provide the
Participant with dividends or dividend equivalents and voting
rights prior to vesting (whether based on a period of time or
based on attainment of specified performance conditions).
7. STOCK AWARDS. Awards of Stock may be granted in the form
of actual shares of Common Stock. At the discretion of the
Committee, a stock certificate may be issued in respect of Stock
Awards or a book entry of the Stock Award may be made. If a
certificate is issued, such certificate shall be registered in
the name of and be delivered to the Participant. Full ownership
of such shares, whether issued in the form of a certificate or in
book entry, including the right to vote and receive dividends,
shall immediately vest in such Participant.
8. STOCK OPTIONS. The Committee shall establish the option
price at the time each stock option is granted, which price shall
not be less than 100% of the Fair Market Value of the Common
Stock on the date of grant. Stock options shall be exercisable
for such period as specified by the Committee, but in no event
may options be exercisable for a period of more than ten years
after their date of grant. The option price of each share as to
which a stock option is exercised shall be paid in full at the
time of such exercise. Such payment shall be made in cash, by
tender of shares of Common Stock owned by the Participant valued
at Fair Market Value as of the date of exercise, subject to such
guidelines for the tender of Common Stock as the Committee may
<PAGE>
establish, in such other consideration as the Committee deems
appropriate, or by a combination of cash, shares of Common Stock
and such other consideration. In no event may any Participant
receive stock options with respect to more than 750,000 shares of
Stock in any calendar year beginning after December 31, 1996.
9. STOCK APPRECIATION RIGHTS. Stock appreciation rights may be
granted in tandem with a stock option, in addition to a stock
option, or may be freestanding and unrelated to a stock option.
Stock appreciation rights granted in tandem or in addition to a
stock option may be granted either at the same time as the stock
option or at a later time. No stock appreciation right shall be
exercisable earlier than six months after grant, except in the
event of the Participant's death or disability. A stock
appreciation right shall entitle the Participant to receive from
the Company an amount equal to the increase of the Fair Market
Value of a share of Common Stock on the exercise of the stock
appreciation right over the grant price. The Committee shall
determine in its sole discretion whether the stock appreciation
right shall be settled in cash, Stock or a combination of cash
and Stock.
10. PERFORMANCE SHARES. Performance shares may be granted in
the form of actual shares of Stock or share units having a value
equal to an identical number of shares of Stock. In the event
that a stock certificate is issued in respect of performance
shares, such certificate shall be registered in the name of the
Participant but shall be held by the Company until the time the
performance shares are earned. The performance conditions and
the length of the performance period shall be determined by the
Committee but in no event may a performance period be less than
twelve months. The Committee shall determine in its sole
discretion whether performance shares granted in the form of
share units shall be paid in cash, Stock, or a combination of
cash and Stock.
Awards of performance shares to a Covered Employee shall (unless
the Committee determines otherwise) be subject to performance
conditions based on the achievement (i) by the Company or a
business unit of a specified target operating or net income or
return on assets, (ii) by the Company or a business unit of
specified target earnings per share or return on equity, (iii) of
a targeted total shareholder return or (iv) any combination of
the conditions set forth in (i) and (ii) above. If an Award of
performance shares is made on such basis, the Committee shall
establish the relevant performance conditions within 90 days
after the commencement of the performance period (or such later
date as may be required or permitted by Section 162 (m) of the
Internal Revenue Code). The Committee may, in its discretion,
reduce or eliminate the amount of payment with respect to an
Award of performance shares to a Covered Employee,
notwithstanding the achievement of a specified performance
condition. The maximum number of performance shares subject to
<PAGE>
any Award to a Covered Employee is 300,000 for each 12 months
during the performance period (or, to the extent the Award is
paid in cash, the maximum dollar amount of any such Award is the
equivalent cash value of such number of Shares at the closing
price on the last trading day of the performance period). For
purposes of the immediately preceding sentence, "trading day"
shall mean a day in which the Shares are traded on the New York
Stock Exchange. An Award of performance shares to a Participant
who is a Covered Employee shall (unless the Committee determines
otherwise) provide that in the event of the Participant's
termination of employment prior to the end of the performance
period for any reason, such Award will be payable only (A) if the
applicable performance conditions are achieved and (B) to the
extent, if any, as the Committee shall determine.
11. RESTRICTED STOCK. Restricted stock may be granted in the
form of actual shares of Stock or share units having a value
equal to an identical number of shares of Stock. In the event
that a stock certificate is issued in respect of restricted
stock, such certificate shall be registered in the name of the
Participant but shall be held by the Company until the end of the
restricted period. The employment conditions and the length of
the period for vesting of restricted stock shall be established
by the Committee at time of grant, except that each restriction
period shall not be less than twelve months. The Committee shall
determine in its sole discretion whether restricted stock granted
in the form of share units shall be paid in cash, Stock, or a
combination of cash and Stock.
12. AWARD AGREEMENTS. Each Award under the Plan shall be
evidenced by an agreement setting forth the terms and conditions,
as determined by the Committee, which shall apply to such Award,
in addition to the terms and conditions specified in the Plan.
13. CHANGE OF CONTROL. In the event of a Change of Control, as
hereinafter defined, (i) all stock appreciation rights which have
not been granted in tandem with stock options and which have been
outstanding for at least six months shall become exercisable in
full, (ii) the restrictions applicable to all shares of
restricted stock shall lapse and such shares shall be deemed
fully vested and all restricted stock granted in the form of
share units shall be paid in cash, (iii) all performance shares
shall be deemed to be earned in full and all performance shares
granted in the form of share units shall be paid in cash, and
(iv) any Participant who has been granted a stock option which is
not exercisable in full shall be entitled, in lieu of the
exercise of the portion of the stock option which is not
exercisable, to obtain a cash payment in an amount equal to the
difference between the option price of such stock option and (A)
in the event the Change of Control is the result of a tender
offer or exchange offer for the Common Stock, the final offer
price per share paid for the Common Stock, or such lower price as
the Committee may determine with respect to any incentive stock
<PAGE>
option to preserve its incentive stock option status, multiplied
by the number of shares of Common Stock covered by such portion
of the stock option, or (B) in the event the Change of Control is
the result of any other occurrence, the aggregate value of the
Common Stock covered by such portion of the stock option, as
determined by the Committee at such time. Notwithstanding the
foregoing, if a Change of Control occurs under clause (C) of the
definition thereof and (x) the Voting Securities of the Company
outstanding immediately prior to such merger or consolidation
would continue to represent more than 50% of the combined voting
power of the Voting Securities of the Company or the surviving
entity immediately after such merger or consolidation and (y)
immediately after such merger or consolidation there would be no
Change of Control under clause (B) of the definition thereof if
the words "at least 50% thereof" were substituted for the words
"a majority thereof", then no payment of cash shall be made
pursuant to clause (iv) of the first sentence of this paragraph
and in lieu thereof all stock options shall become exercisable in
full. The Committee may, in its discretion, include such further
provisions and limitations in any agreement documenting such
Awards as it may deem equitable and in the best interests of the
Company.
A "Change of Control" shall be deemed to occur if (A) any
"person" (as such term is defined in Section 3(a)(9) and as used
in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), excluding the Company or
any of its subsidiaries, a trustee or any fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, an underwriter temporarily holding
securities pursuant to an offering of such securities or a
corporation owned, directly or indirectly, by stockholders of the
Company in substantially the same proportion as their ownership
of the Company, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding
securities ("Voting Securities"); or (B) during any period of not
more than two years, individuals who constitute the Board of
Directors of the Company as of the beginning of the period and
any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a
transaction described in clause (A) or (C) of this sentence)
whose election by the Board of Directors of the Company or
nomination for election by the Company's shareholders was
approved by a vote of at least two thirds (2/3) of the directors
then still in office who either were directors at such time or
whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof;
or (C) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
<PAGE>
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.
14. WITHHOLDING. The Company shall have the right to deduct
from any payment to be made pursuant to the Plan the amount of
any taxes required by law to be withheld therefrom, or to require
a Participant to pay to the Company such amount required to be
withheld prior to the issuance or delivery of any shares of Stock
or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such
withholding obligation by having the Company retain the number of
shares of Stock whose Fair Market Value equals the amount
required to be withheld. Any fraction of a share of Stock
required to satisfy such obligation shall be disregarded and the
amount due shall instead be paid in cash to the Participant.
15. NONTRANSFERABILITY. No Award shall be assignable or
transferable, and no right or interest of any Participant shall
be subject to any lien, obligation or liability of the
Participant, except by will or the laws of descent and
distribution. Notwithstanding the immediately preceding
sentence, the Committee may, subject to the terms and conditions
it may specify, permit a Participant to transfer any nonstatutory
stock options granted to him pursuant to the Plan to one or more
of his immediate family members or to trusts established in whole
or in part for the benefit of the Participant and/or one or more
of such immediate family members. During the lifetime of the
Participant, a nonstatutory stock option shall be exercisable
only by the Participant or by the immediate family member or
trust to whom such stock option has been transferred pursuant to
the immediately preceding sentence. For purposes of the Plan,
(i) the term "immediate family" shall mean the Participant's
spouse and issue (including adopted and step children) and (ii)
the phrase "immediate family members and trusts established in
whole or in part for the benefit of the Participant and/or one or
more of such immediate family members" shall be further limited,
if necessary, so that neither the transfer of a nonstatutory
stock option to such immediate family member or trust, nor the
ability of a Participant to make such a transfer shall have
adverse consequences to the Company or the Participant by reason
of Section 162(m) of the Internal Revenue Code.
16. NO RIGHT TO EMPLOYMENT. No person shall have any claim or
right to be granted an Award, and the grant of an Award shall not
be construed as giving a Participant the right to be retained in
the employ of the Company or its subsidiaries. Further, the
Company and its subsidiaries expressly reserve the right at any
<PAGE>
time to dismiss a Participant free from any liability, or any
claim under the Plan, except as provided herein or in any
agreement entered into hereunder.
17. ADJUSTMENT OF AND CHANGES IN STOCK. In the event of any
change in the outstanding shares of Common Stock by reason of any
stock dividend or split, recapitalization, merger, consolidation,
spinoff, combination or exchange of shares or other corporate
change, or any distributions to common shareholders other than
regular cash dividends, the Committee may make such substitution
or adjustment, if any, as it deems to be equitable, as to the
number or kind of shares of Common Stock or other securities
issued or reserved for issuance pursuant to the Plan and to
outstanding Awards.
18. AMENDMENT. The Board of Directors may amend, suspend or
terminate the Plan or any portion thereof at anytime, provided
that no amendment shall be made without stockholder approval if
such approval is necessary in order for the Plan to continue to
comply with Rule 16b-3 under the Exchange Act.
19. EFFECTIVE DATE. The Plan shall be effective as of January
1, 1993. Subject to earlier termination pursuant to Section 17,
the Plan shall have a term of ten years from its effective date.
Amended and restated as of July 14, 1998
<PAGE>
EXHIBIT 4.13
THE BANK OF NEW YORK COMPANY, INC.
1999 LONG-TERM INCENTIVE PLAN
1. PURPOSE. The purpose of the 1999 Long-Term Incentive Plan
of The Bank of New York Company, Inc. (the "Plan") is to promote
the long term financial interests of The Bank of New York
Company, Inc. (the "Company"), including its growth and
performance, by encouraging employees of the Company and its
subsidiaries to acquire an ownership position in the Company,
enhancing the ability of the Company and its subsidiaries to
attract and retain employees of outstanding ability, and
providing employees with an interest in the Company parallel to
that of the Company's stockholders.
2. DEFINITIONS. The following definitions are applicable to
the Plan:
"Award" shall mean an award determined in accordance with the
terms of the Plan.
"Board of Directors" shall mean the Board of Directors of the
Company.
"Committee" shall mean the Compensation and Organization
Committee of the Board of Directors.
"Common Stock" or "Stock" shall mean the common stock of the
Company.
"Covered Employee" means, at the time of an Award (or such other
time as required or permitted by Section 162(m) of the Internal
Revenue Code) (i) the Company's Chief Executive Officer (or an
individual acting in such capacity), (ii) any employee of the
Company or its subsidiaries who, in the discretion of the
Committee for purposes of determining those employees who are
"covered employees" under Section 162(m) of the Internal Revenue
Code, is likely to be among the four other highest compensated
officers of the Company for the year in which an Award is made or
payable, and (iii) any other employee of the Company or its
subsidiaries designated by the Committee in its discretion.
"Exchange Act" shall mean the Securities Exchange Act of 1934.
"Fair Market Value" shall mean, per share of Stock, the closing
price of the Stock on the New York Stock Exchange (the "NYSE") on
the applicable date, or, if there are no sales of Stock on the
NYSE on such date, then the closing price of the Stock on the
last previous day on which a sale on the NYSE is reported.
<PAGE>
"Participant" shall mean an employee of the Company or its
subsidiaries who is selected by the Committee to participate in
the Plan.
3. SHARES SUBJECT TO THE PLAN. Subject to adjustment as
provided in Section 15 of this Plan, the number of shares of
Stock which shall be available for the grant of Awards under the
Plan shall not exceed 35,000,000. Notwithstanding anything
contained herein to the contrary, in no event shall more than
10,500,000 shares of Stock (subject to adjustment as provided in
Section 15 of this Plan) be available in the aggregate for the
issuance of Stock pursuant to performance shares or restricted
stock granted under the Plan. The shares of Stock issued under
the Plan may be authorized and unissued shares or treasury
shares, as the Company may from time to time determine.
Shares of Stock subject to an Award under the Plan that, in
whole or in part, expires unexercised or that is forfeited,
terminated or cancelled or is paid in cash in lieu of Stock,
shares of Stock surrendered or withheld from any Award under the
Plan to satisfy a Participant's income tax withholding obligation
and shares of Stock owned by the Participant that are tendered to
pay for the exercise of a stock option under the Plan shall
thereafter again be available for grant under the Plan.
4. ADMINISTRATION. The Plan shall be administered by the
Committee. A majority of the Committee shall constitute a quorum,
and the acts of a majority shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee (i) (or
its delegate, within limits established by the Committee, with
respect to non-Covered Employees and employees who are not
subject to Section 16 of the Exchange Act) shall select the
Participants, determine the type of Awards to be made to
Participants, determine the shares or share units subject to
Awards, and (ii) shall have the authority to interpret the Plan,
to establish, amend, and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of
any agreements entered into hereunder, and to make all other
determinations necessary or advisable for the administration of
the Plan. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any
Award in the manner and to the extent it shall deem desirable to
carry it into effect. The determinations of the Committee in the
administration of the Plan, as described herein, shall be final
and conclusive.
5. ELIGIBILITY. All employees of the Company and its
subsidiaries who have demonstrated significant management
potential or who have the capacity for contributing in a
substantial measure to the successful performance of the Company,
as determined by the Committee, are eligible to be Participants
in the Plan. In addition, the Committee may from time to time
<PAGE>
deem other employees of the Company or its subsidiaries eligible
to participate in the Plan to receive awards of nonstatutory
stock options.
6. AWARDS. Awards under the Plan may consist of: stock options
(either incentive stock options within the meaning of Section 422
of the Internal Revenue Code or nonstatutory stock options),
performance shares, and restricted stock grants. Awards of
performance shares and restricted stock may provide the
Participant with dividends or dividend equivalents and voting
rights prior to vesting (whether based on a period of time or
based on attainment of specified performance conditions).
7. STOCK OPTIONS. The Committee shall establish the option
price at the time each stock option is granted, which price shall
not be less than 100% of the Fair Market Value of the Common
Stock on the date of grant. Stock options shall be exercisable
for such period as specified by the Committee, but in no event
may options be exercisable for a period of more than ten years
after their date of grant. The option price of each share as to
which a stock option is exercised shall be paid in full at the
time of such exercise. Such payment shall be made in cash, by
tender of shares of Common Stock owned by the Participant valued
at Fair Market Value as of the date of exercise, subject to such
guidelines for the tender of Common Stock as the Committee may
establish, in such other consideration as the Committee deems
appropriate, or by a combination of cash, shares of Common Stock
and such other consideration. In no event may any Participant
receive stock options with respect to more than 750,000 shares of
Stock in any calendar year.
8. PERFORMANCE SHARES. Performance shares may be granted in
the form of actual shares of Stock or share units having a value
equal to an identical number of shares of Stock. In the event
that a stock certificate is issued in respect of performance
shares, such certificate shall be registered in the name of the
Participant but shall be held by the Company until the time the
performance shares are earned. The performance conditions and the
length of the performance period shall be determined by the
Committee but in no event may a performance period be less than
twelve months. The Committee shall determine in its sole
discretion whether performance shares granted in the form of
share units shall be paid in cash, Stock, or a combination of
cash and Stock.
Awards of performance shares to a Covered Employee shall
(unless the Committee determines otherwise) be subject to
performance conditions based on the achievement (i) by the
Company or a business unit of a specified target operating or net
income or return on assets, (ii) by the Company or a business
unit of specified target earnings per share or return on equity,
(iii) of a targeted total shareholder return or (iv) any
combination of the conditions set forth in (i) and (ii) above. If
<PAGE>
an Award of performance shares is made on such basis, the
Committee shall establish the relevant performance conditions
within 90 days after the commencement of the performance period
(or such later date as may be required or permitted by Section
162(m) of the Internal Revenue Code). The Committee may, in its
discretion, reduce or eliminate the amount of payment with
respect to an Award of performance shares to a Covered Employee,
notwithstanding the achievement of a specified performance
condition. The maximum number of performance shares subject to
any Award to a Covered Employee is 300,000 for each 12 months
during the performance period (or, to the extent the Award is
paid in cash, the maximum dollar amount of any such Award is the
equivalent cash value of such number of Shares at the closing
price on the last trading day of the performance period). For
purposes of the immediately preceding sentence, "trading day"
shall mean a day in which the Shares are traded on the New York
Stock Exchange. An Award of performance shares to a Participant
who is a Covered Employee shall (unless the Committee determines
otherwise) provide that in the event of the Participant's
termination of employment prior to the end of the performance
period for any reason, such Award will be payable only (A) if the
applicable performance conditions are achieved and (B) to the
extent, if any, as the Committee shall determine.
9. RESTRICTED STOCK. Restricted stock may be granted in the
form of actual shares of Stock or share units having a value
equal to an identical number of shares of Stock. In the event
that a stock certificate is issued in respect of restricted
stock, such certificate shall be registered in the name of the
Participant but shall be held by the Company until the end of the
restricted period. The employment conditions and the length of
the period for vesting of restricted stock shall be established
by the Committee at time of grant. A restricted period of not
less than three years shall apply to shares of Stock subject to
restricted stock grants under the Plan, except that a restricted
period of less than three years may apply to such grants with
respect to up to ten percent (10%) of the total shares of Stock
available for the grant of Awards under the Plan. The Committee
shall determine in its sole discretion whether restricted stock
granted in the form of share units shall be paid in cash, Stock,
or a combination of cash and Stock.
10. AWARD AGREEMENTS. Each Award under the Plan shall be
evidenced by an agreement setting forth the terms and conditions,
as determined by the Committee, which shall apply to such Award,
in addition to the terms and conditions specified in the Plan.
11. CHANGE IN CONTROL. In the event of a Change in Control, as
hereinafter defined, (i) the restrictions applicable to all
shares of restricted stock and restricted share units shall lapse
and such shares and share units shall be deemed fully vested,
(ii) all restricted stock granted in the form of share units
shall be paid in cash, (iii) all performance shares granted in
<PAGE>
the form of shares of Stock or share units shall be deemed to be
earned in full, (iv) all performance shares granted in the form
of share units shall be paid in cash, and (v) each Participant
who holds a stock option that is not exercisable in full shall be
entitled to receive a cash payment as provided below with respect
to the portion of the stock option which is not then exercisable.
The amount of any cash payment in respect of a restricted share
unit or performance share unit shall be equal to: (A) in the
event the Change in Control is the result of a tender offer or
exchange offer for Common Stock, the final offer price per share
paid for the Common Stock or (B) in the event the Change in
Control is the result of any other occurrence, the aggregate per
share value of Common Stock as determined by the Committee at
such time. The amount to be paid in respect of the portion of any
stock option which is not exercisable shall be equal to the
result of multiplying the number of shares of Common Stock
covered by such portion of the stock option by the difference
between (x) the per share value of Common Stock determined
pursuant to the preceding sentence, or such lower price as the
Committee may determine with respect to any incentive stock
option to preserve its incentive stock option status, and (y) the
per share exercise price of such stock option. Notwithstanding
the foregoing, if a Change in Control occurs under clause (C) of
the definition thereof and (x) the Voting Securities of the
Company outstanding immediately prior to such merger or
consolidation would continue to represent more than 50% of the
combined voting power of the Voting Securities of the Company or
the surviving entity immediately after such merger or
consolidation and (y) immediately after such merger or
consolidation there would be no Change in Control under clause
(B) of the definition thereof if the words "at least 50% thereof"
were substituted for the words "a majority thereof", then no
payment of cash shall be made pursuant to clause (v) of the first
sentence of this paragraph and in lieu thereof all stock options
shall become exercisable in full. The Committee may, in its
discretion, include such further provisions and limitations in
any agreement documenting such Awards as it may deem equitable
and in the best interests of the Company.
A "Change in Control" shall be deemed to occur if (A) any
"person" (as such term is defined in Section 3(a)(9) and as used
in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), excluding the Company or
any of its subsidiaries, a trustee or any fiduciary holding
securities under an employee benefit plan of the Company or any
of its subsidiaries, an underwriter temporarily holding
securities pursuant to an offering of such securities or a
corporation owned, directly or indirectly, by stockholders of the
Company in substantially the same proportion as their ownership
of the Company, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding
securities ("Voting Securities"); or (B) during any period of not
<PAGE>
more than two years, individuals who constitute the Board of
Directors of the Company as of the beginning of the period and
any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a
transaction described in clause (A) or (C) of this sentence)
whose election by the Board of Directors of the Company or
nomination for election by the Company's shareholders was
approved by a vote of at least two thirds ( 2/3) of the directors
then still in office who either were directors at such time or
whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof;
or (C) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into Voting Securities of the surviving entity)
at least 60% of the combined voting power of the Voting
Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete
liquidation of the Company or any agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
12. WITHHOLDING. The Company shall have the right to
deduct from any payment to be made pursuant to the Plan the
amount of any taxes required by law to be withheld therefrom, or
to require a Participant to pay to the Company such amount
required to be withheld prior to the issuance or delivery of any
shares of Stock or the payment of cash under the Plan. The
Committee may, in its discretion, permit a Participant to elect
to satisfy such withholding obligation by having the Company
retain the number of shares of Stock whose Fair Market Value
equals the amount required to be withheld. Any fraction of a
share of Stock required to satisfy such obligation shall be
disregarded and the amount due shall instead be paid in cash to
the Participant.
13. NONTRANSFERABILITY. No Award shall be assignable or
transferable, and no right or interest of any Participant shall
be subject to any lien, obligation or liability of the
Participant, except by will or the laws of descent and
distribution. Notwithstanding the immediately preceding sentence,
the Committee may, subject to the terms and conditions it may
specify, permit a Participant to transfer any nonstatutory stock
options granted to him pursuant to the Plan to one or more of his
immediate family members or to trusts established in whole or in
part for the benefit of the Participant and/or one or more of
such immediate family members. During the lifetime of the
Participant, a nonstatutory stock option shall be exercisable
only by the Participant or by the immediate family member or
trust to whom such stock option has been transferred pursuant to
<PAGE>
the immediately preceding sentence. For purposes of the Plan, (i)
the term "immediate family" shall mean the Participant's spouse
and issue (including adopted and step children) and (ii) the
phrase "immediate family members and trusts established in whole
or in part for the benefit of the Participant and/or one or more
of such immediate family members" shall be further limited, if
necessary, so that neither the transfer of a nonstatutory stock
option to such immediate family member or trust, nor the ability
of a Participant to make such a transfer shall have adverse
consequences to the Company or the Participant by reason of
Section 162(m) of the Internal Revenue Code.
14. NO RIGHT TO EMPLOYMENT. No person shall have any claim
or right to be granted an Award, and the grant of an Award shall
not be construed as giving a Participant the right to be retained
in the employ of the Company or its subsidiaries. Further, the
Company and its subsidiaries expressly reserve the right at any
time to dismiss a Participant free from any liability, or any
claim under the Plan, except as provided herein or in any
agreement entered into hereunder.
15. ADJUSTMENT OF AND CHANGES IN STOCK. In the event of
any change in the outstanding shares of Common Stock by reason of
any stock dividend or split, recapitalization, merger,
consolidation, spinoff, combination or exchange of shares or
other corporate change, or any distributions to common
shareholders other than regular cash dividends, the Committee may
make such substitution or adjustment, if any, as it deems to be
equitable, as to the number or kind of shares of Common Stock or
other securities issued or reserved for issuance pursuant to the
Plan and to outstanding Awards.
16. AMENDMENT. The Board of Directors may amend, suspend
or terminate the Plan or any portion thereof at anytime, provided
that no amendment shall be made without stockholder approval if
such approval is necessary in order for the Plan to continue to
comply with Rule 16b-3 under the Exchange Act.
17. EFFECTIVE DATE. The Plan shall be effective as of
January 1, 1999, subject to its approval by shareholders of the
Company. Subject to earlier termination pursuant to Section 16 of
this Plan, the Plan shall have a term of five years from its
effective date.
<PAGE>
EXHIBIT 5.1
May 17, 1999
The Bank of New York Company, Inc.
One Wall Street
New York, New York 10286
Ladies and Gentlemen:
The undersigned is Senior Counsel of The Bank of New York.
This is in connection with the registration, by The Bank of New
York Company, Inc., a New York Corporation (the "Company") under
the Securities Act of 1933, as amended (the "Act") of 41,000,000
shares of the Company's Common Stock par value $7.50 per share
(the "Common Stock") to be issued pursuant to the Employees'
Stock Purchase Plan of The Bank of New York Company, Inc., the
Employees' Profit-Sharing Plan of The Bank of New York Company,
Inc., the 1993 Long-Term Incentive Plan of The Bank of New York
Company, Inc. and the 1999 Long-Term Incentive Plan of The Bank
of New York Company, Inc. (collectively, the "Plans"), and the
Preferred Stock Purchase Rights related to the Common Stock (the
"Rights") to be issued pursuant to the Rights Agreement, dated as
of December 10, 1985, as amended by the First Amendment, dated as
of June 13, 1989, by the Second Amendment, dated as of April 30,
1993, and by the Third Amendment dated March 8, 1994, between the
Company and the Bank of New York, as Rights Agent ("Rights
Agent"). In connection with the foregoing, I have examined such
corporate records, certificates and other documents, and such
questions of law as I have considered necessary or appropriate
for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my
opinion when the registration statement relating to the Common
Stock and the Rights (the "Registration Statement") has become
effective under the Act, and the Common Stock has been duly
issued in accordance with the Plans and, in the case of Common
Stock constituting performance shares issued pursuant to the 1993
Long-Term Incentive Plan of The Bank of New York Company, Inc.
and the 1999 Long-Term Incentive Plan of The Bank of New York
Company, Inc. (the "Long-Term Incentive Plans"), in accordance
with the Performance Share Agreement between the Company and each
respective participant, the Common Stock will be legally issued,
fully paid and non-assessable and that the Rights attributable to
the Common Stock will be validly issued.
In connection with my opinion set forth above, I note that
the rights of participants in the Long-Term Incentive Plans with
respect to the Common Stock constituting performance shares
issued pursuant to the Long-Term Incentive Plans are subject to
the terms of the Performance Share Agreement between the Company
and each respective participant.
<PAGE>
In connection with my opinion concerning the Rights, I note
that the question of whether the Board of Directors of the
Company might be required to redeem the Rights at some future
time will depend upon the facts and circumstances existing at
that time and, accordingly, is beyond the scope of this opinion.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New York and I am
expressing no opinion as to the laws of any other jurisdiction.
I have relied, as to certain matters, on information
obtained from public officials, officers of the Company and other
sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under
the heading "Interests of Named Experts and Counsel" in the
Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Paul A. Immerman
--------------------
Paul A. Immerman
Senior Counsel
<PAGE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in this Registration Statement on Form S-8 pertaining
to the Employees' Stock Purchase Plan, Employees' Profit Sharing
Plan and the 1993 and 1999 Long Term Incentive Plans of The Bank
of New York Company, Inc. (the "Company") and to the
incorporation by reference therein of our reports (a) dated
January 29, 1999, with respect to the consolidated financial
statements of the Company incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1998 and (b)
dated June 15, 1998, with respect to the financial statements of
the Company's Profit Sharing Plan included in the Plan's Annual
Report (Form 11-K) for the year ended December 31, 1997, both
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
New York, New York
May 14, 1999
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ J. Carter Bacot
-------------------
J. Carter Bacot
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Richard Barth
-----------------
Richard Barth
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Frank Biondi
----------------
Frank Biondi
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ William R. Chaney
---------------------
William R. Chaney
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Alan R. Griffith
--------------------
Alan R. Griffith
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Gerald L. Hassell
---------------------
Gerald L. Hassell
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Richard J. Kogan
--------------------
Richard J. Kogan
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ John A. Luke, Jr.
---------------------
John A. Luke, Jr.
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ John C. Malone
------------------
John C. Malone
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Donald L. Miller
--------------------
Donald L. Miller
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Deno D. Papageorge
----------------------
Deno D. Papageorge
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Catherine A. Rein
---------------------
Catherine A. Rein
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ William C. Richardson
-------------------------
William C. Richardson
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The Bank of New York Company, Inc.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a
director of The Bank of New York Company, Inc., a New York
corporation, (the "Company") does hereby make, constitute and
appoint Thomas A. Renyi, Alan R. Griffith, Bruce W. Van Saun,
Phebe C. Miller and Jacqueline R. McSwiggan and each of them
individually as the true and lawful attorney of the undersigned
with power to act with or without the other and with power of
substitution, and in his name, place and stead and his capacity
as an officer or director or both to execute, deliver and file a
registration statement on Form S-8 (or other appropriate form)
covering up to 41,000,000 shares of the Company's Common Stock
par value $7.50 per share together with any Preferred Stock
Purchase Rights appertaining thereto, with the Securities and
Exchange Commission, to be issued in connection with the
Company's Employee Stock Purchase Plan (2,000,000 shares),
Employee Profit Sharing Plan (10,000,000 shares), 1999 Long-Term
Incentive Plan (14,400,000 shares) and 1993 Long-Term Incentive
Plan (14,600,000 shares) as authorized by the Company's Board of
Directors and any amendments to such registration statement
including post effective amendments and any other documents in
support thereof or supplemental thereto, hereby granting to said
attorneys and each of them full power and authority to do and
perform, in the name and on behalf of the undersigned, every act
whatsoever as any of said attorneys individually may deem
necessary or advisable to fully carry out the intent of the
foregoing as the undersigned might or could do in person. The
undersigned hereby ratifies, confirms and approves the actions
of said attorneys and each of them which they may do or cause to
be done by virtue of these Presents.
IN WITNESS WHEREOF, the undersigned has executed this Power
of Attorney this 13th day of April, 1999.
/s/ Brian L. Roberts
--------------------
Brian L. Roberts
