BANK OF NEW YORK CO INC, DEF 14A, 1999-03-31

BANK OF NEW YORK CO INC
DEF 14A, 1999-03-31
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

THE BANK OF NEW YORK COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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

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

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

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

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

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

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

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

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

(LOGO) One Wall Street, New York, NY 10286
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- --------------------------------------------------------------------------------

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

TO THE SHAREHOLDERS OF

THE BANK OF NEW YORK COMPANY, INC.

Notice of the Annual Meeting of Shareholders of The Bank of New York Company,
Inc. (the "Company").

Where: At The Bank of New York, 101 Barclay Street, New York, New York.
When: On Tuesday, May 11, 1999 10:00 a.m., local time.

To vote on the following matters:

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

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

3. To re-approve the performance goal standards in the 1994 Management
Incentive Compensation Plan (the "1994 MICP") of the Company and to
approve an amendment to the 1994 MICP;

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

5. To consider a shareholder proposal relating to political contributions;
and

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

The Board of Directors has fixed the close of business on March 22, 1999 as the
time as of which shareholders of the Company entitled to notice of and to vote
at the meeting shall be determined.

It is important that your shares be represented at the Annual Meeting. Please
vote by:

- Internet;
- telephone; or
- completing, dating, signing and mailing the enclosed proxy card promptly
in the return envelope provided, regardless of whether you plan to attend
the Annual Meeting, so that your vote may be recorded.

We hope you will be able to attend.

By order of the Board of Directors,
LOGO LOGO

Thomas A. Renyi Phebe C. Miller
Chairman of the Board Secretary

March 31, 1999
<PAGE> 3

LOGO One Wall Street, New York, NY 10286
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- --------------------------------------------------------------------------------

PROXY STATEMENT

This Proxy Statement is being sent to you in connection with the solicitation of
proxies for the Annual Meeting of Shareholders ("Annual Meeting") by the Board
of Directors of The Bank of New York Company, Inc. (the "Company").

THE ANNUAL MEETING WILL BE HELD ON MAY 11, 1999 AT THE BANK OF NEW YORK, 101
BARCLAY STREET, NEW YORK, NY, AT 10:00 A.M. LOCAL TIME.

The Board of Directors has fixed the close of business on March 22, 1999 as the
Record Date. Only shareholders whose names appeared on the books of the Company
at the close of business on the Record Date will be entitled to notice of and to
vote at the Annual Meeting or any adjournment thereof. The outstanding voting
stock of the Company on the Record Date was 768,054,084 shares of Common Stock
($7.50 par value) ("Common Stock"). Each share is entitled to one vote. This
number reflects the 2-for-1 common stock split declared by the Company on July
14, 1998 for holders of record on July 24, 1998. The Company's By-laws provide
that the presence at the Annual Meeting of the holders of a majority of the
shares of the Company entitled to vote at such meeting constitutes a quorum for
the transaction of business.

A form of proxy is enclosed.

You can vote your shares by:

1. Internet,

2. telephone, or

3. completing, dating, signing and mailing your proxy card.

Read the enclosed card for instructions on how to vote over the Internet or by
telephone.

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

Three officers of the Company have been designated as the proxies to vote shares
at the Annual Meeting in accordance with the instructions on the proxy card.
Each proxy submitted will be voted as directed, but if you sign and return a
proxy card without giving specific voting instructions your shares will be voted
for the election as directors of those nominees named in this Proxy Statement,
for ratification of the appointment of Ernst & Young LLP as the Company's
independent public accountants, for the approval of the proposed amendment to
the 1994 Management Incentive Compensation Plan (the "1994 MICP") of the Company
and re-approval of the performance goal standards as set forth in the 1994 MICP
(see Annex A) and against the shareholder proposals set forth in Items 4 and 5
of the form of proxy. We are not now aware of any other matters to be presented
except for those described in this Proxy Statement. If any other matters are
presented at the meeting the proxies may use their own judgment to decide how to
vote your shares. Should any nominee for director named in this Proxy Statement
become unable or unwilling to accept nomination or election, which is not
anticipated, it is intended that the persons acting as proxies will vote for the
election of such other person, if any, as the Board of Directors may recommend.

A PLURALITY OF THE VOTES CAST IS SUFFICIENT TO ELECT DIRECTORS AND A MAJORITY OF
THE VOTES CAST IS SUFFICIENT TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP, TO
APPROVE THE AMENDMENT TO THE 1994 MICP AND RE-APPROVE THE PERFORMANCE GOAL
STANDARDS AS SET FORTH IN THE 1994 MICP AND TO APPROVE THE SHAREHOLDER
PROPOSALS.

FOR PURPOSES OF DETERMINING THE VOTES CAST WITH RESPECT TO ANY MATTER PRESENTED
FOR CONSIDERATION AT THE ANNUAL MEETING, ONLY THOSE CAST "FOR" OR "AGAINST" ARE
COUNTED. PURSUANT TO NEW YORK LAW, ABSTENTIONS, BROKER "NON-VOTES" (OR VOTES
"WITHHELD" IN THE ELECTION OF DIRECTORS) WILL NOT BE COUNTED. A BROKER NON-VOTE
MEANS THAT A BROKER, BANK OR OTHER NOMINEE HOLDING COMPANY SHARES HAS NOT
RECEIVED VOTING INSTRUCTIONS FROM THE SHAREHOLDER WITHIN TEN DAYS OF THE MEETING
AND THE BROKER, BANK OR NOMINEE CANNOT VOTE THE SHARES. NEW YORK STOCK EXCHANGE
("NYSE") RULES ALLOW BROKERS, BANKS AND OTHER NOMINEES TO VOTE SHARES HELD BY
THEM ON MATTERS THAT THE NYSE DETERMINES TO BE ROUTINE, EVEN THOUGH THE BROKER,
BANK OR NOMINEE HAS NOT RECEIVED INSTRUCTIONS FROM THE SHAREHOLDER.

This Proxy Statement and the accompanying form of proxy are first being sent to
shareholders on or about March 31, 1999.
<PAGE> 4

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

BOARD OF DIRECTORS AND DIRECTOR COMPENSATION

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

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

Directors are elected to serve until the next annual meeting of shareholders and
until their successors have been elected and qualified. Messrs. Ralph E. Gomory,
H. Barclay Morley and Harold E. Sells are retiring from the Board and will not
stand for reelection.

During 1998, the Board of Directors of the Company met a total of 14 times. Each
incumbent director attended at least 75% of the aggregate number of meetings of
the Board of Directors and the committees thereof on which such director served
during 1998, except Mr. Malone who attended 22 of 34 Board and committee
meetings. The Board of the Bank, which during 1998 included all the members of
the Board of Directors of the Company, held a regular meeting each month.

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

The Board of Directors of the Company has a Nominating Committee whose members
during 1998 were Messrs. Chaney (Chairman), Kogan, Malone and Morley. The
Nominating Committee is willing to consider nominations for future election to
the Board, and shareholders may submit in writing the names and qualifications
of proposed nominees to the Secretary of the Company. The Nominating Committee
met two times during 1998.

The Board of Directors of the Company has an Executive Committee whose members
during 1998 were Messrs. Renyi (Chairman), Bacot, Barth, Chaney, Gomory,
Griffith, Hassell, Luke, Miller, Papageorge and Ms. Rein. The Executive
Committee has the full authority of the Company's Board of Directors, except for
limitations relating to major corporate matters. The Executive Committee met
once in 1998.

The Board of Directors of the Company annually appoints an Audit Committee,
comprising directors who are not officers of the Company, to consider relevant
accounting matters arising in such year. Messrs. Gomory (Chairman), Bacot,
Barth, Chaney, Luke, Miller, Richardson, Sells and Ms. Rein served on the Audit
Committee during 1998. The duties of the Audit Committee include reviewing
examinations made by the regulatory authorities, reviewing and approving the
program of the internal auditor, recommending to the Board of Directors the
selection of independent public accountants, reviewing audited financial
statements presented to shareholders and the soundness of internal accounting
controls, and reporting its findings to the Board of Directors. The Audit
Committee met five times in 1998.

The Board of Directors of the Company has a Compensation and Organization
Committee, comprising directors who are not officers of the Company, whose
members during 1998 were Messrs. Kogan (Chairman), Biondi, Chaney, Malone,
Miller, Morley and Sells. The Compensation and Organization Committee is
responsible for matters of executive compensation and administration of the
Company's incentive compensation plans. The Compensation and Organization
Committee met six times during 1998.

2
<PAGE> 5

The Board of Directors of the Company has a Pension Committee whose duties are
to ascertain that the retirement plans of the Company are in compliance with the
Employee Retirement Income Security Act of 1974, to review the investments in
the trust funds of the plans and to report to the Board on these matters.
Messrs. Barth (Chairman), Bacot, Luke, Morley and Ms. Rein served on the Pension
Committee during 1998. The Pension Committee met two times during 1998.

During 1998, each director who was not an officer of the Company or its
subsidiaries received an annual retainer of $30,000 and 2,400 shares of Common
Stock as adjusted for the 2 for 1 stock split effective August 13, 1998. In
addition, each director who was not an officer of the Company or its
subsidiaries received a fee of $1,800 for each meeting of the Board and of any
committee which the director attended. The Chairman of the Audit Committee
received an additional annual retainer fee of $7,000, the Chairman of the
Compensation and Organization Committee received an additional annual retainer
fee of $5,000 and the Chairmen of the other Committees of the Board each
received an additional annual retainer fee of $3,000. A director who serves on
the Boards of both the Company and the Bank receives only one retainer. If the
Boards of the Company and the Bank meet on the same day, only one fee is paid
for attendance at both meetings.

Officers of the Company and its subsidiaries do not receive any compensation for
service on the Boards of the Company or its subsidiaries, or the committees
thereof.

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

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

On February 9, 1999, the Board of Directors voted to amend the Directors'
Retirement Plan to eliminate eligibility for retirement benefits for any
director initially elected to the Board after May 11, 1999 and to modify the
retirement benefits for current directors. These changes reflect a more
contemporary approach to director compensation and align directors' interests
more closely with those of other shareholders.

Current directors will no longer accrue any benefits under the Directors'
Retirement Plan for Board service after May 11, 1999.

Directors serving on the Board on May 11, 1999 will only be entitled to benefits
under the Directors' Retirement Plan if, on or before May 11, 1999, they have:

- - reached age 70 and have served as a director for at least five years. These
directors will receive an annual payment, upon retirement, for life.

- - served as a director for at least 5 years and have not reached age 70. These
directors will receive an annual payment, upon retirement after age 60,
continuing for the number of years equal to the director's

3
<PAGE> 6

years of service on the Board completed before May 11, 1999. In no event will
such payments continue after the director's death.

In either case the annual cash payment will be $30,000.

Directors who have served for less than five years as of May 11, 1999 will not
receive any benefits under the Directors' Retirement Plan.

The Directors' Retirement Plan contains provisions for the payment of each
director's accrued benefit upon such director's termination following a Change
of Control (as defined in the Directors' Retirement Plan).

The Directors' Retirement Plan is not funded and payments are made from the
Company's general assets.

ELECTION OF DIRECTORS

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

NOMINEES FOR ELECTION AS DIRECTORS

The following pages show each nominee for election as a director, his or her
age, his or her principal occupation during the past five years, certain other
directorships and trusteeships held, the year in which he or she became a
director, and his or her holdings of Common Stock as of March 22, 1999.

All nominees who are presently serving as directors were elected to their
present term of office by the shareholders with the exception of Messrs.
Hassell, Richardson and Roberts who were elected by the Boards of Directors of
the Company and the Bank.

4
<PAGE> 7

The following information has been furnished by the nominees.

<TABLE>
<CAPTION>
NOMINEE,
YEAR ELECTED A DIRECTOR PRINCIPAL OCCUPATION
AND SECURITIES OWNED(1) AND OTHER INFORMATION
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<C> <S>
(BACOT PHOTO) Retired; Formerly Chairman and Chief Executive Officer of
J. CARTER The Bank of New York Company, Inc. and Chairman of The Bank
BACOT of New York
1975
COMMON SHARES: Chairman of The Bank of New York Company, Inc. from 1982 to
2,174,966 February, 1998 and Chief Executive Officer from 1982 through
June, 1997. Chairman of The Bank of New York from 1982 to
February, 1998 and Chief Executive Officer from 1982 through
1995. Director of Associates First Capital Corp., The Bank
of New York, Centennial Insurance Company, Phoenix Home Life
Mutual Insurance Company, Time Warner, Inc., Venator
Corporation, The Philharmonic-Symphony Society of New York,
Inc. and the Josiah Macy, Jr. Foundation. Trustee of
Atlantic Mutual Insurance Company. Life Trustee and Chairman
Emeritus of Hamilton College. Vice Chairman and Director of
United Way of New York City. Member of Council on Foreign
Relations and Economic Club of New York. Age 66.
(BARTH PHOTO) Retired; Formerly Chairman and Chief Executive Officer of
RICHARD BARTH Ciba-Geigy Corporation
1989
COMMON SHARES: Chairman of Ciba-Geigy Corporation from July, 1990 to
34,498 December, 1996; President and Chief Executive Officer of
Ciba-Geigy Corporation from 1986 to April, 1996. Director of
The Bank of New York, Bowater Incorporated, Imclone Systems
Incorporated and Novartis Corporation (successor to
Ciba-Geigy Corporation). Chairman of the Board of Trustees
of New York Medical College. Member of the American, New
York and New Jersey Bar Associations. Age 67.
(BIONDI PHOTO) Chairman; Biondi, Reiss Capital Management LLC
FRANK J.
BIONDI, JR. Chairman of Biondi, Reiss Capital Management LLC from March
1995 1999 to present. Chairman and Chief Executive Officer of
COMMON SHARES: Universal Studios from 1996 through 1998. President and
10,258 Chief Executive Officer of Viacom, Inc. from 1987 to January
1996. President and Chief Executive Officer of Viacom
International, Inc. from 1987 to January 1996. Director of
The Bank of New York, General Internet d/b/a The Mining
Company, Vail Resorts, Inc., Leake and Watts Services and
the Museum of Television & Radio. Trustee of Princeton
University and Claremont Graduate University. Age 54.
</TABLE>

5
<PAGE> 8

<C> <S>
(CHANEY PHOTO) Chairman of Tiffany & Co., international designers,
WILLIAM R. manufacturers and distributors of jewelry and fine goods
CHANEY
1989 Chairman of Tiffany & Co. from 1984 to present and Chief
COMMON SHARES: Executive Officer from 1984 to February 1999. Director of
24,000 The Bank of New York, Tiffany & Co., The Tinker Foundation
Inc. and Provident Holdings, Inc. Trustee of Atlantic Mutual
Insurance Companies. Chairman of the Fifth Avenue
Association. Age 66.
(GRIFFITH PHOTO) Vice Chairman of The Bank of New York Company, Inc. and of
ALAN R. The Bank of
GRIFFITH New York
1990
COMMON SHARES: Vice Chairman of The Bank of New York Company, Inc. and of
606,936 The Bank of New York since December 1994. Senior Executive
Vice President of The Bank of New York Company, Inc. and
President and Chief Operating Officer of The Bank of New
York from June, 1990 to December, 1994. Director of The Bank
of New York and Downtown-Lower Manhattan Association.
Trustee of Lafayette College, The ALS Association, The
Chesapeake Bay Foundation and the U.S. Council for
International Business. Member of the Bankers Roundtable.
Age 57.
(Hassell Photo) President of The Bank of New York Company, Inc. and The Bank
GERALD L. of New York
HASSELL
1998 President of The Bank of New York Company, Inc. and The Bank
COMMON SHARES: of New York since September, 1998. Senior Executive Vice
394,798 President of The Bank of New York Company, Inc. from August,
1998, and Senior Executive Vice President and Chief
Commercial Banking Officer of The Bank of New York from
December, 1994 to September, 1998. Executive Vice President
of The Bank of New York from June, 1990 to December, 1994.
Director of The Bank of New York. Trustee of Big
Brothers/Big Sisters of New York City and Junior
Achievement. Member of the Bankers Roundtable. Age 47.
</TABLE>

6
<PAGE> 9

<C> <S>
(Kogan photo) Chairman and Chief Executive Officer of Schering-Plough
RICHARD J. Corporation, manufacturer of pharmaceutical and consumer
KOGAN products
1996
COMMON SHARES: Chairman of Schering-Plough Corporation from November 1998
7,200 to present and Chief Executive Officer since January 1996.
President from 1986 to November 1998 and Chief Operating
Officer from 1986 to 1995. Director of The Bank of New York,
Colgate-Palmolive Company and Schering-Plough Corporation.
Member of the Board of Trustees of New York University, The
Business Roundtable, and the Council on Foreign Relations.
Age 57.
(Luke Photo) Chairman, President and Chief Executive Officer of Westvaco
JOHN A. Corporation, manufacturer of paper, packaging and specialty
LUKE, JR. chemicals
1996
COMMON SHARES: Chairman, President and Chief Executive Officer of Westvaco
6,800 Corporation since 1996. President and Chief Executive
Officer since 1992. Director of Arkwright Mutual Insurance
Co., The Bank of New York, Westvaco Corporation, American
Forest and Paper Association, The Americas Society, Inc. and
United Negro College Fund. Trustee of Lawrence University,
and The Tinker Foundation Inc. Age 50.
(Malone Photo) Chairman of Liberty Media Corp., producer and distributor of
JOHN C. entertainment, sports, informational programming and
MALONE electronic retailing services
1986
COMMON SHARES: Chairman of Liberty Media Corp. from October 1990 to
30,000 present. Chairman of Tele-Communications, Inc. from November
1996 and Chief Executive Officer from January 1994 to March
1999. President from March 1973 through March 1997. Director
of @ Home Corporation, AT&T, The Bank of New York, Black
Entertainment Television, CableLabs, CATO Institute,
Discovery Communications, Inc., Tele-Communications, Inc.,
Tele-Communications International, Inc. and USA Networks,
Inc. Age 58.
</TABLE>

7
<PAGE> 10

<C> <S>
(Miller Photo) Chief Executive Officer and Publisher of Our World News, LLC
DONALD L.
MILLER Chief Executive Officer and Publisher of Our World News, LLC
1977 since November, 1995. Vice President-Employee Relations, Dow
COMMON SHARES: Jones and Company, Inc. from 1986 to 1995. Director of The
69,134 Bank of New York, Schering-Plough Corporation, The Jackie
Robinson Foundation and Associated Black Charities. Trustee
of Pace University. Age 67.
(Papageorge Photo) Senior Executive Vice President of The Bank of New York
DENO D. Company, Inc. and The Bank of New York
PAPAGEORGE
1997 Chief Financial Officer of The Bank of New York from 1981 to
COMMON SHARES: May 1997 and Senior Executive Vice President since 1982.
596,236 Senior Executive Vice President of The Bank of New York
Company, Inc. since 1988. Director of The Bank of New York.
Member of The Bankers Roundtable, Institute of Chartered
Accountants of Manitoba and New York Clearing House CHIPCo
Board. Age 60.
(Rein Photo) President and Chief Executive Officer of Metropolitan
CATHERINE A. Property and Casualty Insurance Company, insurance services
REIN
1981 President and Chief Executive Officer of Metropolitan
COMMON SHARES: Property and Casualty Insurance Company since March 1999.
44,474 Senior Executive Vice President-Business Services Group and
Corporate Development and Services of Metropolitan Life
Insurance Company from February 1998 to March 1999.
Executive Vice President-Corporate Development and Services
from 1989 to January 1998. Director of Corning Incorporated,
The Bank of New York, General Public Utilities Corp., New
England Financial, Inc. and Inroads/New York City, Inc.
Trustee Emeritus of the National Urban League and Trustee of
the New York University Law Center Foundation. Age 55.
</TABLE>

8
<PAGE> 11

<C> <S>
(RENYI PHOTO) Chairman and Chief Executive Officer of The Bank of New York
THOMAS A. Company, Inc. and The Bank of New York
RENYI
1992 Chairman of The Bank of New York Company, Inc. and The Bank
COMMON SHARES: of New York since February 1998. Chief Executive Officer of
611,820 The Bank of New York Company, Inc. since July 1997.
President of The Bank of New York Company, Inc. from March
1992 to September, 1998. Chief Executive Officer of The Bank
of New York since January 1996 and President from December,
1994 to September, 1998. Chief Operating Officer of The Bank
of New York from December, 1994 to January, 1996. Vice
Chairman of The Bank of New York from 1992 to 1994. Director
of The Bank of New York. Director and Vice Chairman of New
York Bankers Association. Member of the Board of Governors
of Rutgers, The State University. Member of the Board of
Managers, The New York Botanical Garden. Member of the
Bankers Roundtable. Age 53.
(RICHARDSON PHOTO) President and Chief Executive Officer of W. K. Kellogg
WILLIAM C. Foundation, a private foundation
RICHARDSON
1998 President and Chief Executive Officer of W. K. Kellogg
COMMON SHARES: Foundation since August 1995. President and Professor of
1,200 Health Policy and Management, Johns Hopkins University from
1990 to 1995. Director of The Bank of New York, Kellogg
Company and CSX Corporation. Trustee of Council of Michigan
Foundations and Trustee and Vice Chairman of the Council on
Foundations. Age 58.
(ROBERTS PHOTO) President of Comcast Corporation, developer, manager and
BRIAN L. operator of broadband cable networks and provider of content
ROBERTS
1999 President of Comcast Corporation from 1990 to present.
COMMON SHARES: Director of The Bank of New York, Comcast Corporation,
2,000 Comcast Cable Communications, Inc., Comcast Cellular
Corporation and @ Home Corporation. Age 39.
</TABLE>

- --------------------------------------------------------------------------------
(1) Includes shares held individually or jointly with others or by a family
trust, or in the name of a bank, broker or nominee for the individual's
account.

9
<PAGE> 12

SECURITY OWNERSHIP BY MANAGEMENT

The following table indicates the beneficial ownership of the Company's Common
Stock as of March 22, 1999, by (1) each of the directors (including all nominees
for reelection), (2) the chief executive officer and the other four most highly
compensated executive officers and (3) all directors and executive officers of
the Company as a group, based upon information supplied by each of the directors
and officers. No director or officer currently holds any shares of the Company's
Preferred Stock.

<TABLE>
<CAPTION>
SHARES OF SHARES THAT MAY BE
COMMON STOCK ACQUIRED WITHIN PERCENT OF
BENEFICIALLY 60 DAYS BY COMMON
NAME OF BENEFICIAL OWNER OWNED EXERCISE OF OPTIONS TOTAL STOCK(1)
------------------------ ------------ ------------------- ---------- ----------
<S> <C> <C> <C> <C>
J. Carter Bacot.................. 2,174,966 1,166,556 3,341,522
Richard Barth.................... 34,498 34,498
Frank J. Biondi, Jr.............. 10,258 10,258
William R. Chaney................ 24,000 24,000
Ralph E. Gomory.................. 98,400 98,400
Alan R. Griffith................. 606,936 1,025,089 1,632,025
Gerald L. Hassell................ 394,798 579,318 974,116
Richard J. Kogan................. 7,200 7,200
John A. Luke, Jr................. 6,800 6,800
John C. Malone................... 30,000 30,000
Donald L. Miller................. 69,134 69,134
H. Barclay Morley................ 82,271 82,271
Deno D. Papageorge............... 596,236 1,309,460 1,905,696
Catherine A. Rein................ 44,474 44,474
Thomas A. Renyi.................. 611,820 1,720,889 2,332,709
William C. Richardson............ 1,200 1,200
Brian L. Roberts................. 2,000 2,000
Harold E. Sells.................. 34,000 34,000
Bruce W. Van Saun................ 86,688 32,013 118,701
All Directors and Executive
Officers of the Company, as a
Group (a total of 22 persons,
including those named above)... 5,063,817 5,986,478 11,050,295 1.44%
</TABLE>

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

10
<PAGE> 13

EXECUTIVE COMPENSATION AND OTHER INFORMATION

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

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------ ------------------------------------
AWARDS PAYOUTS
----------------------- ----------
SECURITIES
NAME AND OTHER RESTRICTED UNDERLYING
PRINCIPAL ANNUAL STOCK OPTIONS LTIP
POSITION YEAR SALARY($) BONUS(1)($) COMPENSATION($) AWARDS($) SARS(#) PAYOUTS($)
--------- ---- --------- ----------- --------------- ---------- ---------- ----------
(A) (B) (C) (D) (E) (F) (G) (H)
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas A. Renyi(3)....... 1998 $850,385 $6,530,000 -- -- 500,000 --
Chairman and Chief 1997 752,308 4,768,750 -- -- 400,000 --
Executive Officer 1996 650,000 2,520,000 -- -- 280,000 --
- ------------------------------------------------------------------------------------------------------------------
Gerald L. Hassell(4)..... 1998 416,923 2,721,125 -- -- 120,000 --
President 1997 390,000 2,067,578 -- -- 120,000 --
1996 320,000 1,115,625 -- -- 120,000 --
- ------------------------------------------------------------------------------------------------------------------
Alan R. Griffith......... 1998 482,308 3,135,000 -- -- 140,000 --
Vice Chairman 1997 467,308 2,409,375 -- -- 140,000 --
1996 417,692 1,428,750 -- -- 140,000 --
- ------------------------------------------------------------------------------------------------------------------
Deno D. Papageorge....... 1998 607,308 3,762,000 -- -- 160,000 --
Senior Executive 1997 560,769 2,891,250 -- -- 160,000 --
Vice President 1996 536,923 1,702,500 -- -- 160,000 --
- ------------------------------------------------------------------------------------------------------------------
Bruce W. Van Saun(5)..... 1998 365,385 560,000 -- $ 549,376(6) 50,000 --
Senior Executive Vice 1997 226,154 525,000 -- 1,137,938 30,000 --
President and Chief 1996 -- -- -- -- -- --
Financial Officer

NAME AND
PRINCIPAL ALL OTHER
POSITION COMPENSATION(2)($)
--------- ------------------
(A) (I)
<S> <C>
Thomas A. Renyi(3)....... $166,150
Chairman and Chief 111,713
Executive Officer 103,390
- ----------------------------------------------------------------
Gerald L. Hassell(4)..... 74,537
President 58,113
50,900
- -----------------------------------------------------------------------------------
Alan R. Griffith......... 97,438
Vice Chairman 69,663
66,439
- ------------------------------------------------------------------------------------------------------
Deno D. Papageorge....... 147,360
Senior Executive 83,595
Vice President 85,404
- ------------------------------------------------------------------------------------------------------------------
Bruce W. Van Saun(5)..... 61,837
Senior Executive Vice 31,904
President and Chief --
Financial Officer
</TABLE>

- ---------------
(1) The bonus amounts for 1998 consist of cash bonuses of $1,700,000, 608,000,
720,000, 864,000 and 560,000 awarded to Messrs. Renyi, Hassell, Griffith,
Papageorge and Van Saun respectively, and the value on December 31, 1998, of
performance share awards made under the Company's 1993 Long-Term Incentive
Plan, the vesting of which was based on 1998 performance. The number of
shares which vested and the value thereof on December 31, 1998, for the
following Named Executive Officers are shown below.

<TABLE>
<CAPTION>
VALUE AS OF
DECEMBER 31,
SHARES VESTED ON 1998 OF
DECEMBER 31, SHARES VESTED
1998 PURSUANT TO PURSUANT TO
AWARDS MADE IN AWARDS MADE IN
JANUARY 1997 JANUARY 1997
---------------- --------------
<S> <C> <C>
Renyi................................................. 120,000 $4,830,000
Hassell............................................... 52,500 2,113,125
Griffith.............................................. 60,000 2,415,000
Papageorge............................................ 72,000 2,898,000
</TABLE>

(2) The items included under column (i) for 1998 consist of the following: (1)
annual Company contributions on behalf of the named employees under the
Company's profit-sharing plan, amounting to $127,558, $62,539, $72,346,
$91,096 and $54,808 for Messrs. Renyi, Hassell, Griffith, Papageorge and Van
Saun respectively, (2) annual allocations under the Company's employee stock
ownership plan for the accounts of Messrs. Renyi, Hassell, Griffith,
Papageorge and Van Saun of $4,370, $2,142, $2,478, $3,121 and $1,255
respectively, and (3) the values of split-dollar life insurance arrangements
in the amount of $34,222, $9,856, $22,614, $53,143 and $5,774 for Messrs.
Renyi, Hassell, Griffith, Papageorge and Van Saun respectively.

(3) Mr. Renyi was President and Chief Executive Officer of the Company through
February 6, 1998, Chairman, President and Chief Executive Officer of the
Company through September 7, 1998 and effective September 8, 1998 is
Chairman and Chief Executive Officer of the Company.

(4) Mr. Hassell was Senior Executive Vice President of the Company from August
1, 1998 through September 7, 1998 and effective September 8, 1998 is
President of the Company.

(5) Mr. Van Saun was Executive Vice President and Chief Financial Officer of the
Company from August 1, 1998 through September 7, 1998 and effective
September 8, 1998 is Senior Executive Vice President and Chief Financial
Officer of the Company.

(6) As of December 31, 1998, Mr. Van Saun has 46,000 restricted shares
outstanding with an aggregate market value of $1,851,500.

11
<PAGE> 14

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS(1)

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
--------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS EXERCISE STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE 10-YEAR OPTION TERM(2)
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION ------------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ------------ ------------ -------- ---------- ------------- --------------
(A) (B) (C) (D) (E) (F) (G)
<S> <C> <C> <C> <C> <C> <C>
Renyi................ 500,000 5.4 $27.4688 1/13/08 $8,637,490 $21,889,096
Hassell.............. 120,000 1.3 27.4688 1/13/08 2,072,998 5,253,383
Griffith............. 140,000 1.5 27.4688 1/13/08 2,418,497 6,128,947
Papageorge........... 160,000 1.7 27.4688 1/13/08 2,763,997 7,004,511
Van Saun............. 50,000 .5 27.4688 1/13/08 863,749 2,188,910
</TABLE>

- ---------------
(1) All options were granted on January 13, 1998. For each Named Executive
Officer, 3,640 of the indicated options are incentive stock options and
become exercisable on January 13, 2002; the balance of the options are
non-qualified stock options and become exercisable one-third per year over
three years from the grant date.

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

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

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS IN-THE-MONEY OPTIONS/
AT FY-END(#) SARS AT FY-END($)
SHARES ----------------- ----------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------------- ----------------------
(A) (B) (C) (D) (E)
<S> <C> <C> <C> <C>
Renyi.................... 106,280 $2,770,420 1,577,616/528,104 $48,205,431/$7,221,817
Hassell.................. 40,472 1,037,461 593,896/148,104 18,336,578/ 2,364,961
Griffith................. 131,184 3,402,009 966,192/168,104 31,014,756/ 2,620,585
Papageorge............... 72,000 1,908,173 1,323,896/188,104 43,065,992/ 2,876,209
Van Saun................. 0 0 16,560/ 63,440 297,045/ 880,140
</TABLE>

12
<PAGE> 15

COMPENSATION AND ORGANIZATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR
1998

PRINCIPLES AND PROGRAM

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

- motivate executives to enhance shareholder value with compensation
plans that tie reward to Company performance; and,

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

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

To meet the above objectives, the program, which has both cash and equity
elements, consists of base salary, an annual cash incentive bonus, share grants
and stock options. In determining executive compensation, the Compensation and
Organization Committee evaluates both the total compensation package and its
individual elements. As part of its review, the Committee periodically considers
compensation data concerning the Company's key competitors developed by
independent compensation consultants. Key competitors include banks in the peer
group used for the five-year comparison of total shareholder return. The
Committee also considers Company performance, individual performance and the
relative compensation levels of other executive officers. It is expected that
total compensation will vary annually based on Company and individual
performance. The Compensation and Organization Committee and the management of
the Company believe that compensation should be based on both short-term and
long-term measurements and be directly and visibly tied to Company performance,
thus introducing substantial risk in the payout levels.

In evaluating the Company's 1998 financial performance, the Compensation and
Organization Committee considered a variety of factors. Most noteworthy was 1998
being the seventh consecutive year of record results. Net income was $1,192
million, the highest in the Company's history, and an 8% increase over the
$1,104 million reported in 1997. Earnings per diluted common share were a record
$1.53, 13% higher than the $1.36 in 1997. The Company also achieved a record
level of return on average common equity. ROE was 24.25% in 1998 compared with
22.13% in 1997. The Company's 1998 performance also reflected strong growth in
fee income and continued tight control of operating expenses. The result was an
efficiency ratio of 50.5%, once again among the best of any major bank in the
United States. Capital levels remained strong and well in excess of the
regulatory minimums for a "well-capitalized" bank. The Company's quarterly
common stock dividend was raised by 8% on July 14, 1998 to a record annual level
of $.56 per share. The price of a common share of stock rose 39.2% from the end
of 1997 to year-end 1998 outperforming the Dow Jones Industrial Average and the
Standard & Poor's 500, Money Center Bank and Regional Bank indexes.

Following is a description of the elements of executive compensation and a
review of Mr. Renyi's compensation levels for 1998, as they relate to the
Company's performance:

BASE SALARY

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

Base salary levels of executive officers are reviewed every quarter by the
Compensation and Organization Committee; individual increases generally occur
every two years, but are occasionally awarded more frequently in exceptional
cases, as when an individual is promoted to a new position with greater
responsibility. Because of the substantial risk in the payout levels of the
long-term incentive plan, the Compensation and Organization Committee believes
that base salary levels for the named executives should be at or above median
for the peer group; an independent compensation consultant periodically

13
<PAGE> 16

reviews the competitiveness of executive salaries. Mr. Renyi's base salary was
increased from $800,000 to $850,000 in 1998 in recognition of his promotion to
Chairman and Chief Executive Officer of the Company.

Performance evaluations of other executive officers are reviewed with the
Compensation and Organization Committee by the Chief Executive Officer. To
ensure that compensation policy for the top executive officers is consistent
with overall Company financial performance and executive compensation
strategies, the Compensation and Organization Committee reviews the compensation
awarded to approximately 50 of the Bank's most highly compensated executives.

ANNUAL CASH INCENTIVES

The annual cash incentive is designed to provide a short-term (one-year)
incentive to executive officers based on a subjective evaluation of their
individual contribution to Company financial performance for the year. Cash
incentives to the executive officers named in the Summary Compensation Table are
determined based on performance against pre-established corporate goals. If
performance goals are not met, awards are scaled down against target, or
eliminated. Heads of major business units and other key officers are eligible
for incentive payments. Incentive awards are made after each year's results are
known pursuant to the 1994 Management Incentive Compensation Plan (the "1994
MICP"), under which aggregate awards generally may not exceed 10% of the amount
by which net income exceeds 7% of average shareholders' equity for the plan
year. Upon recommendation of the Compensation and Organization Committee, Board
approval is required for executive officer incentive payments.

In the case of Mr. Renyi, his bonus for 1998 was determined pursuant to goals
that were established at the beginning of 1998. Net income was the performance
basis for the award and the results indicated that his payout would be at the
maximum, 200% of base salary.

SHARE GRANTS

The Compensation and Organization Committee strongly endorses the use of
performance shares as an important component of long-term incentive compensation
for the most senior management of the Company. Performance share earnouts
fluctuate based on Company results against pre-established goals over designated
performance periods.

Restricted share grants are made to other executive officers. Restricted shares
vest over time without regard to performance goals but provide an incentive to
recipients to remain employed with the Company and to contribute to overall
Company performance and the enhancement of shareholder value.

In 1997, performance share grants were made covering performance for calendar
years 1997, 1998 and 1999. Performance shares granted in 1997 that were to earn
out based on 1998 performance earned out at 150% of granted shares because 1998
performance exceeded pre-established goals. Mr. Renyi earned 120,000 shares
based on a grant of 80,000 shares. The value of these shares is included in the
Bonus column of the Summary Compensation Table, and related footnote.

STOCK OPTION GRANTS

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

Stock option grants were made pursuant to the 1993 Long-Term Incentive Plan (the
"1993 LTIP"). During 1998, approximately 1000 key officers received stock option
grants including all executive officers. The number of option shares granted is
based on a subjective evaluation of an individual's contribution to Company
financial performance and his/her position and salary level in the Company.
Stock options are issued annually at an exercise price equal to 100% of the fair
market value of the Company's Common Stock on the date of grant. Vesting terms
for stock options are shown in the

14
<PAGE> 17

footnotes to the Option/SAR Grants in the Last Fiscal Year table on page 11; the
term of the options is ten years from the grant date.

An outside consultant used by the Compensation and Organization Committee
periodically reviews the value of long-term incentive grants (which includes
stock options and performance shares) awarded by competitors to their senior
management. The next review will occur in 1999. Mr. Renyi was awarded 500,000
option shares during 1998 in recognition of his promotion to Chairman and Chief
Executive Officer.

Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Company will not be able to take tax deductions for employee
remuneration to the named executives to the extent such remuneration exceeds $1
million and is not based on performance as defined in Section 162(m) of the
Code. The Company has modified its incentive compensation plans, has obtained
and will continue to seek the necessary shareholder approvals and has
established the requisite performance measurements to insure that compensation
paid under those plans will be deductible. In order to maintain the desired
degree of management flexibility to award compensation based upon individual
performance, compensation which does not qualify for the deduction may also be
paid.

By: The Compensation and
Organization Committee,
December 31, 1998

Frank J. Biondi Jr.
William R. Chaney
Richard J. Kogan
John C. Malone
Donald L. Miller
H. Barclay Morley
Harold E. Sells

15
<PAGE> 18

THE BANK OF NEW YORK COMPANY, INC.

COMPARISONS OF FIVE-YEAR TOTAL SHAREHOLDER RETURN

(COMPARISON CHART)

Value of assumed $100 investment on December 31, 1993 in The Bank of New York
Company, Inc. Common Stock, in the Standard & Poor's 500 Stock Index or in the
Peer Company Group Index. Dividends are reinvested.

PEER COMPANY GROUP

BankAmerica Corporation
Bankers Trust New York Corporation
Banc One Corporation(5)
The Chase Manhattan Corporation(2)
Chemical Banking Corporation(2)
Citigroup(4)
First Chicago NBD Bancorp(1)(5)
First Interstate Bancorp(3)
J.P. Morgan and Co. Incorporated
Wells Fargo and Company

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

(2) Chemical Banking Corporation acquired The Chase Manhattan Corporation and
changed its name to The Chase Manhattan Corporation effective 4/1/96. 1996
performance for The Chase Manhattan Corporation (new) reflects returns
accruing to holders of the common stock of Chemical Banking Corporation as
of January 1, 1996. 1996 performance for the Chase Manhattan Corporation
(old) reflects returns accruing to holders of the common stock of The Chase
Manhattan Corporation as of January 1, 1996.

(3) First Interstate Bancorp was acquired by Wells Fargo and Company effective
4/1/96. 1996 performance calculations for First Interstate Bancorp reflect
returns accruing to holders of First Interstate Bancorp common stock as of
January 1, 1996.

(4) Citicorp merged with Travelers Group and changed its name to Citigroup
effective 10/08/98. 1998 performance calculations for Citicorp reflect
returns accruing to holders of Citicorp common stock as of January 1, 1998.

(5) First Chicago NBD Bancorp was acquired by Banc One effective 10/01/98. 1998
performance for this stock was calculated based on returns accruing to
holders of the common stock of First Chicago NBD Bancorp common stock as of
January 1, 1998.

16
<PAGE> 19

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

EMPLOYMENT AGREEMENT. The agreement for Mr. Papageorge (the "Agreement")
generally provides that in the event that, within two years after a Change in
Control (as defined below) of the Company, such executive officer either
receives or gives notice that his employment will terminate for any reason,
either voluntarily or involuntarily, other than because of death, disability,
willful misconduct or retirement under the Company's Retirement Plan, such
termination will not become effective until the earlier of (i) five years from
the date of the Change in Control, (ii) death, (iii) an election to take early
or disability retirement benefits and (iv) age 65 (such period being referred to
hereinafter as the "Termination Period"). During the Termination Period, such
employee will not be required to perform any services and, in general, will be
entitled to (i) compensation at an annual rate equal to 100% of the highest rate
of base and incentive pay paid during the 36 months prior to the commencement of
the Termination Period, including payment under employee benefit plans, subject
to reduction for amounts earned from other employment, and (ii) continued
coverage (or the equivalent thereof) under all pension and insurance plans
offered to regular salaried employees. For purposes of such coverage, the annual
rate of compensation provided for in the Agreement, before reduction for other
amounts earned, will be used as the basis for determining the level of benefits
under any such plan, including the Company's Retirement Plan. In addition, at
the commencement of the Termination Period, unless otherwise provided by
applicable law or regulation, such executive officer will become fully vested
in, and any installments not then due or exercisable will become accelerated and
due or exercisable under, any stock options, performance awards or other
deferred compensation (including interest thereon) granted to such executive
officer prior to the commencement of the Termination Period. (As noted below, in
the event of a Change in Control the 1988, 1993 and 1999 Long-Term Incentive
Plans provide for vesting or exercisability, as applicable, for awards of stock
appreciation rights, performance shares and restricted stock; the 1988 Long-Term
Incentive Plan also provides for exercisability of stock options; and the 1993
and 1999 Long-Term Incentive Plans also provide, under certain circumstances,
for a cash payment with respect to the portion of a stock option which is not
fully exercisable.) The Agreement may be terminated by the Company at any time
upon nine months' notice, provided that no such termination will be effective if
a Change in Control has occurred. For purposes of the Agreement, a "Change in
Control" is deemed to have taken place (i) if The Bank of New York becomes a
"subsidiary" of any "company" (as such terms are defined in the Bank Holding
Company Act of 1956) (provided that this clause (i) shall not be applicable to
corporate reorganizations in which the present stockholders of the Company
retain their approximate ownership interest), or (ii) any person (including a
corporation, partnership or other group) files a Notice of Change in Control
under the Change in Bank Control Act of 1978 with respect to the Company or The
Bank of New York, such Notice is not disapproved or withdrawn and such person
subsequently acquires 25% or more of the voting securities of the Company or The
Bank of New York. As of January 1, 1999, the annual rate of compensation payable
under the terms of the Agreement to Mr. Papageorge would be $4,177,840.

SEVERANCE AGREEMENTS. The Severance Agreements for Messrs. Renyi, Hassell,
Griffith and Van Saun (the "Severance Agreements") generally provide that in the
event that, within 24 months following a "Change in Control" (as defined below)
of the Company, such an executive officer either (i) receives notice that his
employment will terminate for any reason other than death, retirement, Cause or
Disability (as defined in the Severance Agreements) or (ii) gives notice that
his employment will terminate for Good Reason (as defined in each Severance
Agreement), such executive officer will be provided with severance pay in an
amount equal to 2.99 times the "annualized includable compensation for the base
period" (as defined in the Internal Revenue Code of 1986, as amended (the
"Code")). However, the Severance Agreements limit the amount of such payments so
that they will not be subject to an excise tax as "excess parachute payments"
(as defined in the Code).

The Severance Agreements for Messrs. Renyi, Hassell and Griffith provide that in
the event of a termination qualifying such executive officer for severance pay,
the officer will be provided with severance pay in an amount, if greater than
the severance pay described in the preceding paragraph, equal to 3 times the
officer's average annual base salary plus bonus paid during the 36 months
immediately preceding the month in which the Change in Control occurs, plus the
lump sum actuarial equivalent of the additional benefit which the executive
officer would have received under the Company's Retirement, Excess Benefit and
Supplemental Executive Retirement Plans if his employment had continued for 3
additional years and he continued to receive salary and bonus payments equal to
the annual salary in

17
<PAGE> 20

effect and the last bonus paid, immediately prior to the Change in Control.
Should the executive be subject to the excise tax on "excess parachute payments"
as a result of such payment and payments under other plans due to a Change in
Control, an additional payment will be made to restore the after-tax severance
payment to the same amount which the executive would have retained had the
excise tax not been imposed.

The Severance Agreements, which commenced on July 8, 1997, supersede any
previous severance agreements and shall continue in effect until December 31,
1999. Thereafter, they are automatically renewed each January 1st for
consecutive one year periods unless terminated by either party on 90 days prior
notice, provided, that notwithstanding any such notice, the Severance Agreements
will continue in effect for 24 months after a Change in Control which occurs
during the term or any renewal thereof. As of January 1, 1999, the severance
payable under the Severance Agreements was $17,162,384 for Mr. Renyi, $6,394,093
for Mr. Hassell, $7,695,680 for Mr. Griffith and $1,526,369 for Mr. Van Saun.

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

Under the 1988 Long-Term Incentive Plan, in the event of a Change in Control (as
defined below), (i) all stock options shall become exercisable in full, (ii) all
stock appreciation rights which have been outstanding for at least six months
shall become exercisable in full, (iii) all performance shares shall be deemed
to be earned in full and all performance shares granted in the form of share
units shall be paid in cash, and (iv) the restrictions applicable to all shares
of restricted stock shall lapse and such shares shall be deemed fully vested and
all restricted stock awards granted in the form of share units shall be paid in
cash. Furthermore, any holder of an award who is deemed by the Compensation and
Organization Committee to be a statutory officer ("insider") for purposes of
Section 16 of the Securities and Exchange Act of 1934 (the "Exchange Act"),
shall be entitled, in lieu of the exercise of any stock option, to obtain a cash
payment in an amount equal to the difference between the option price of such
stock option and (x) in the event the Change in Control is the result of a
tender offer or exchange offer for the Common Stock, the final offer price per
share paid for the Common Stock, or such lower price as the Compensation and
Organization Committee may determine with respect to any incentive stock option
to preserve its incentive stock option status, multiplied by the number of
shares of Common Stock covered by such stock option, or (y) in the event the
Change in Control is the result of any other occurrence, the aggregate value of
the Common Stock covered by the stock option, as determined by the Compensation
and Organization Committee at such time. The Compensation and Organization
Committee may, in its discretion, include such further provisions and
limitations in any agreement documenting such awards as it may deem equitable
and in the best interests of the Company.

Under the 1993 and 1999 Long-Term Incentive Plans, in the event of a Change in
Control (as defined below), (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 the form of shares of Common 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) any 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 Compensation and Organization
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
Compensation and Organization 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

18
<PAGE> 21

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 Compensation and Organization 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.

The Company entered into a trust agreement with an independent trustee in 1988
to establish a trust (the "Trust") to provide for the payment of amounts due to
Mr. Papageorge upon a Change in Control (as defined in the Agreement) of the
Company. The terms of the Trust provide for the payment to Mr. Papageorge of the
full amount payable to him pursuant to his Agreement described above, including
all annual compensation payments due and any retirement benefits payable to him
thereunder. The Trust is revocable at any time at the option of the Company
prior to a Change in Control. After the occurrence of a Change in Control, the
Trust will become irrevocable and will be used for the exclusive purpose of
providing benefits to such person. The Trust is funded by the deposit of an
irrevocable letter of credit in the amount of $48 million issued by an entity
unaffiliated with the Company.

The Company entered into a second trust agreement with an independent trustee in
1993 to establish a trust (the "Second Trust") to provide for the payment of
amounts due to Messrs. Renyi, Hassell, Griffith and Van Saun (and certain other
senior executives) upon a Change in Control (as defined below) of the Company.
The terms of the Second Trust provide for the payment to Messrs. Renyi, Hassell,
Griffith and Van Saun (and certain other senior executives) of the severance pay
payable to them pursuant to their Severance Agreements described above. The
Second Trust also provides for the payment of amounts due to participants under
the Company's Supplemental Executive Retirement Plan and Excess Benefit Plan
which include Messrs. Renyi, Hassell, Griffith and Van Saun (and certain other
senior executives). The Second Trust is revocable at any time at the option of
the Company prior to a Change in Control. After the occurrence of a Change in
Control, the Second Trust will become irrevocable and will be used for the
exclusive purpose of providing benefits to such persons. The Second Trust is
funded by the deposit of an irrevocable letter of credit in the amount of $108
million issued by an entity unaffiliated with the Company.

The Company entered into a third trust agreement with an independent trustee in
1994 to establish a trust (the "Third Trust") to provide for the amount due to
Mr. Papageorge upon a Change in Control (as defined below) of the Company. The
terms of the Third Trust provide for the payment to Mr. Papageorge of the tax
reimbursement payment payable to him under the terms of the Tax Reimbursement
Agreement described above. The Third Trust is revocable at any time at the
option of the Company prior to a Change in Control. After the occurrence of a
Change in Control, the Third Trust will become irrevocable and will be used for
the exclusive purpose of providing benefits to such person. The Third Trust is
funded by the deposit of an irrevocable letter of credit in the amount of $28
million issued by an entity unaffiliated with the Company.

CHANGE IN CONTROL. A "Change in Control" for purposes of the Severance
Agreements of Messrs. Renyi, Hassell, Griffith and Van Saun, the Second and
Third Trusts, the Supplemental Executive Retirement Plan and Excess Benefit
Plan, the 1984 Stock Option Plan, the 1988, 1993 and 1999 Long-Term Incentive
Plans is deemed to occur if (A) any "person" (as such term is defined in Section
3(a)(9) and as used in Sections 13(d) and 14(d) of the Exchange Act), excluding
the Company or any of its subsidiaries, a trustee or any fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries, an underwriter temporarily holding securities pursuant to an
offering of such securities or a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportion as their
ownership of the Company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the Company's
then outstanding securities ("Voting Securities"); or (B) during any period of
not more than two years, individuals who constitute the Board as of the
beginning of the period and any new director (other than a director designated
by a person who has entered into an agreement with the Company to effect a
transaction described in clause (A) or (C) of this sentence) whose election by
the Board or nomination for election

19
<PAGE> 22

by the Company's shareholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were directors at such
time or whose election or nomination for election was previously approved, cease
for any reason to constitute a majority thereof; or (C) the shareholders of the
Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 60% of the combined
voting power of the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the shareholders
of the Company approve a plan of complete liquidation of the Company or any
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.

PENSION BENEFITS

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
--------------------------------------------------------------------------
REMUNERATION 15 20 25 30 35 40
- ------------ -------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
$ 100,000 $ 24,750 $ 33,000 $ 40,950 $ 48,450 $ 55,950 $ 63,450
200,000 49,500 66,000 81,900 96,900 111,900 126,900
300,000 74,250 99,000 122,850 145,350 167,850 190,350
400,000 99,000 132,000 163,800 193,800 223,800 253,800
500,000 123,750 165,000 204,750 242,250 279,750 317,250
600,000 148,500 198,000 245,700 290,700 335,700 380,700
700,000 173,250 231,000 286,650 339,150 391,650 444,150
800,000 198,000 264,000 327,600 387,600 447,600 507,600
900,000 222,750 297,000 368,550 436,050 503,550 571,050
1,000,000 247,500 330,000 409,500 484,500 559,500 634,500
1,100,000 272,250 363,000 450,450 532,950 615,450 697,950
1,200,000 297,000 396,000 491,400 581,400 671,400 761,400
1,300,000 321,750 429,000 532,350 629,850 727,350 824,850
1,400,000 346,500 462,000 573,300 678,300 783,300 888,300
1,500,000 371,250 495,000 614,250 726,750 839,250 951,750
1,600,000 396,000 528,000 655,200 775,200 895,200 1,015,200
1,700,000 420,750 561,000 696,150 823,650 951,150 1,078,650
1,800,000 445,500 594,000 737,100 872,100 1,007,100 1,142,100
1,900,000 470,250 627,000 778,050 920,550 1,063,050 1,205,550
2,000,000 495,000 660,000 819,000 969,000 1,119,000 1,269,000
2,100,000 519,750 693,000 859,950 1,017,450 1,174,950 1,332,450
2,200,000 544,500 726,000 900,900 1,065,900 1,230,900 1,395,900
</TABLE>

Individuals listed in the Summary Compensation Table on page 11 had the
following covered compensation, and years of credited service as of December 31,
1998, respectively: Thomas A. Renyi, $2,140,898, 27 years; Gerald Hassell,
$936,641, 22 years; Alan R. Griffith, $1,115,769, 32 years; Deno D. Papageorge,
$1,356,333, 29 years; and Bruce Van Saun $804,231, 1 year. Covered compensation
consists of the average of the three highest consecutive years of combined
salary and bonus paid in the last ten years, and corresponds to those amounts
indicated in column (c) and the cash portion of the amounts indicated in column
(d) of the Summary Compensation Table.

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

20
<PAGE> 23

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

The Company has purchased directors' and officers' liability and corporate
reimbursement insurance, covering all directors and officers of the Company and
all subsidiaries, from the following underwriters: National Union Fire Insurance
Company of Pittsburgh, PA. and Lloyd's of London. These policies are dated
December 1, 1998 at a total premium expense for a one year period of $812,290,
which was paid by the Company.

CERTAIN TRANSACTIONS

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

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

During 1998, John C. Malone, a director of the Company, was also Chairman and
Chief Executive Officer and a holder of more than 10 percent of the equity
securities of Tele-Communications, Inc. The Company made loans to
Tele-Communications, Inc. and certain of its affiliated companies during 1998
and the largest aggregate amount of indebtedness outstanding at any one time
during 1998 was approximately $410 million net of loans participated to the
Bank. As of February 26, 1999, approximately $444 million, net of loans
participated to the Bank, was outstanding to Tele-Communications, Inc. and its
affiliates. In addition to the loans made by the Company, bank subsidiaries of
the Company made loans to Tele-Communications, Inc. and certain of its
affiliated companies. All of these loans were made for a variety of corporate
purposes and bear interest at market rates of interest based on various interest
rate indices.

During 1998, J. Carter Bacot, a director of the Company, was a party to a
consulting agreement with the Company pursuant to which he was paid $500,000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(b) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers ("Reporting Persons") to file with the
Securities and Exchange Commission and the NYSE, within specified monthly and
annual due dates, reports relating to their ownership of and transactions in the
Company's equity securities.

Based solely on a review of the copies of such reports furnished to the Company
and written representations that no other reports were required, the Company
believes that during 1998, its Reporting Persons have complied with all
applicable Section 16(a) filing requirements except that each of Robert J.
Goebert and Robert E. Keilman inadvertently failed to timely file one report
reporting one transaction and Thomas P. Gibbons inadvertently failed to timely
file one report reporting two transactions.

21
<PAGE> 24

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of December 31, 1998
concerning persons which to the knowledge of the Company had beneficial
ownership of more than 5% of the voting securities indicated.

<TABLE>
<CAPTION>
TITLE OF NAME AND AMOUNT AND NATURE OF PERCENT
CLASS ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------- --------------------------------------------- -------------------- --------
<C> <S> <C> <C>
Common
Stock FMR Corp.(1) 73,324,002 shares 9.71%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>

- ---------------
(1) FMR Corp. through subsidiaries had the sole dispositive power with respect
to all of the reported shares and sole power to vote 9,326,120 of such
shares. Edward C. Johnson, 3rd, Chairman of FMR Corp., and members of the
Edward C. Johnson, 3rd family and trusts for their benefit may be deemed to
be a beneficial owner of the shares owned beneficially by FMR Corp.

PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, acting upon the recommendation of the Audit Committee,
has appointed Ernst & Young LLP to serve as the Company's independent public
accountants for the year 1999, and the shareholders will be asked to ratify such
appointment at the Annual Meeting. In 1998 the fees paid to Ernst & Young LLP
for all services, including their work in connection with registration
statements, tax compliance and operational procedures, were approximately $3.2
million.

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

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

PROPOSAL TO RE-APPROVE CURRENT PERFORMANCE GOAL STANDARDS UNDER, AND APPROVE
AMENDMENT TO, THE 1994 MANAGEMENT INCENTIVE COMPENSATION PLAN

In order for the Company to continue to be entitled to Federal income tax
deductions for annual employee remuneration to Covered Employees exceeding $1
million, shareholders are being asked to (i) re-approve standards on which
performance goals under the Company's 1994 Management Incentive Compensation
Plan (the "1994 MICP") may be based, and (ii) approve an amendment revising the
limit on the maximum award under the 1994 MICP to any Covered Employee. A
Covered Employee is the Company's Chief Executive Officer and any employee of
the Company or its subsidiaries who, in the discretion of the Compensation and
Organization Committee is likely to be among the four other most highly
compensated officers whose compensation is required to be reported in the Proxy
Statement.

Shareholders must both re-approve the existing performance goal standards and
approve the amendment for the Company to continue to be entitled to Federal
income tax deductions for annual employee remuneration to Covered Employees
exceeding $1 million.

RE-APPROVAL OF PERFORMANCE GOAL STANDARDS

Shareholders are being asked to re-approve the standards on which performance
goals under the 1994 MICP may be based. These performance goal standards have
been contained in the 1994 MICP since the 1994 MICP was adopted by the Board of
Directors on February 8, 1994 and approved by shareholders at the Company's
annual meeting on May 9, 1995. Awards paid under the 1994 MICP to Covered
Employees must be paid pursuant to one or more pre-established, objective
performance goals. The 1994 MICP provides that performance goals may be based on
(i) the achievement by the Company of a specified target earnings per share,
return on equity or net income, (ii) the achievement by a business unit of the
Company of a specified target net income or market share, or (iii) any
combination of the goals set forth in (i) and (ii) above.

22
<PAGE> 25

AMENDMENT TO THE 1994 MICP

The Board of Directors adopted an amendment to the 1994 MICP on January 12, 1999
providing that the maximum award to a Covered Employee for any plan year will be
limited to 0.2% of the Company's pre-tax income for such plan year as reported
to shareholders. The prior annual award limit to a Covered Employee was 200% of
such person's base salary as of January 1 of such plan year. The amendment is
effective as of January 1, 1999.

The following summary of the principal terms of the 1994 MICP is not complete.
The complete text of the 1994 MICP appears in Annex A to this Proxy Statement:

Background. The purpose of the 1994 MICP is to promote the growth and financial
interests of the Company and its subsidiaries by: (i) attracting and retaining
officers and key personnel possessing outstanding ability; (ii) motivating
officers and key personnel by means of performance related incentives, and (iii)
providing incentive compensation opportunities which are competitive with those
of other major banking companies.

The Company is only entitled to Federal income tax deductions for compensation
in excess of $1 million paid to Covered Employees if the Company meets the
requirements of Section 162(m) of the Code. These requirements generally provide
that: (i) compensation must be paid solely on account of the attainment of one
or more pre-established, objective performance goals, (ii) performance goals
must be established by the Compensation and Organization Committee of the Board
of Directors, (iii) the material terms under which the compensation is to be
paid must be disclosed and approved by the shareholders, and (iv) prior to
payment, the Compensation and Organization Committee must certify that the
performance goals were in fact satisfied. The 1994 MICP contains provisions
which are intended to satisfy these requirements.

General. Under the 1994 MICP, which will expire as of December 31, 2003, the
Company may pay cash bonuses to employees of the Company and its subsidiaries.
The aggregate amount of cash bonuses in any calendar year may not exceed 10% of
the amount by which consolidated net income of the Company exceeds 7% of the
Company's average shareholders' equity for that year.

The 1994 MICP is administered by the Compensation and Organization Committee of
the Board of Directors, which is authorized to select employees to receive
awards and determine the size, terms and conditions of such awards to the extent
not provided for in the 1994 MICP. While determination of the size, terms and
conditions of such awards is subjective, all employees of the Company and its
subsidiaries are eligible to receive awards under the 1994 MICP.

Before the start of each year, the Compensation and Organization Committee may
establish goals to determine the amount of the award, if any, to be paid to a
Covered Employee. Such goals are only set for those Covered Employees who are
likely to have remuneration in excess of $1 million for which the Company would
not otherwise be eligible for a Federal income tax deduction. The goals may be
set on the basis of: (i) the achievement by the Company of a specified target
earnings per share, return on equity or net income, (ii) the achievement by a
business unit of the Company of a specified target net income or market share,
or (iii) any combination of the goals set forth in (i) and (ii) above.

The Compensation and Organization Committee may, in its discretion, reduce or
eliminate an award to a Covered Employee notwithstanding the achievement of a
specified target.

It is not possible to determine the benefits or amounts to be received under the
amended 1994 MICP because all awards are made at year end based on performance
during that year. The following table presents information concerning awards
paid under the 1994 MICP for fiscal year 1998, to: the Chief Executive Officer
and the four other most highly compensated executive officers of the Company;
all current executive officers as a group; all current directors who are not
executive officers as a group; and all employees including all current officers
who are not executive officers, as a group.

The amounts reported below for the Chief Executive Officer and the four other
most highly compensated executive officers are also included in column (d) of
the Summary Compensation Table.

23
<PAGE> 26

There would have been no difference in the amount of these awards if the
amendment to the 1994 MICP had been in effect during 1998. The persons and
groups identified below may receive awards and other benefits under the amended
1994 MICP in the future, however, the amount of any such awards cannot be
determined at this time. Awards are generally paid each January for the prior
calendar year, but have also been paid in the latter part of December of the
calendar year for which they are made.

1998 MICP AWARDS

<TABLE>
<CAPTION>
($)AWARDS
----------
<S> <C>
Thomas A. Renyi(1).............. $1,700,000
Chairman and Chief
Executive Officer
Gerald L. Hassell(2)............ 608,000
President
Alan R. Griffith................ 720,000
Vice Chairman
Deno D. Papageorge.............. 864,000
Senior Executive
Vice President
</TABLE>

<TABLE>
<CAPTION>
($)AWARDS
----------
<S> <C>
Bruce A. Van Saun(3)............ $ 560,000
Senior Executive
Vice President and
Chief Financial Officer
Executive Officer Group
(including identified
officers)..................... 4,747,000
Non-Executive Officer Director
Group......................... 0
Non-Executive Officer Employee
Group......................... 32,482,500
</TABLE>

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

(1) Mr. Renyi was President and Chief Executive Officer of the Company through
February 6, 1998, Chairman, President and Chief Executive Officer of the
Company through September 7, 1998 and effective September 8, 1998 is
Chairman and Chief Executive Officer of the Company.

(2) Mr. Hassell was Senior Executive Vice President of the Company from August
1, 1998 through September 7, 1998 and effective September 8, 1998 is
President of the Company.

(3) Mr. Van Saun was Executive Vice President and Chief Financial Officer of the
Company from August 1, 1998 through September 7, 1998 and effective
September 8, 1998 is Senior Executive Vice President and Chief Financial
Officer of the Company.

The 1994 MICP or any portion thereof may be amended, suspended or terminated by
the Board of Directors at any time. The 1994 MICP does not contain any change in
control provisions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU MARK YOUR PROXY FOR THE
RE-APPROVAL OF THE PERFORMANCE GOAL STANDARDS CONTAINED IN THE 1994 MANAGEMENT
INCENTIVE COMPENSATION PLAN AND THE ADOPTION OF THE AMENDMENT TO THE 1994 MICP.

SHAREHOLDER PROPOSALS

SHAREHOLDER PROPOSAL WITH RESPECT TO CUMULATIVE VOTING

John J. and Margaret R. Gilbert, 29 East 64th Street, New York, New York
10021-7043, who are the owners of 800 and 800 shares, respectively, of the
Common Stock of the Company and both executors U/W Lewis D. Gilbert for 800
shares, both representing an additional family interest of 940 shares, have
informed the Company that they intend to present the following proposal at the
Annual Meeting:

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

PROPONENTS' STATEMENT IN SUPPORT OF RESOLUTION:

"Continued very strong support along the lines we suggest were shown at the last
annual meeting when 22.5%, 1,642 owners of 61,536,332 shares, were cast in favor
of this proposal. The vote against included 1,614 unmarked proxies.

"California law requires that unless stockholders have voted not to have
cumulative voting they will have it. Ohio has the same provision.

24
<PAGE> 27

"The National Bank Act provides for cumulative voting. Companies get around it
by forming holding companies without cumulative voting. Banking and other
authorities should question the capability of directors to be on boards. In many
cases authorities come in after and say the director or directors were not
qualified. We were delighted to see the SEC has finally taken action to prevent
bad directors from being on boards of public companies. The SEC should have more
hearings to prevent such persons becoming directors before they harm investors.

"The recent banking failures throughout the world shows the importance of
cumulative voting to get better directors on the board.

"Many successful corporations have cumulative voting. Pennzoil defeated Texaco
in that famous case. Texaco's recent problems might have been prevented with
cumulative voting, getting directors on the board to prevent such things.
Ingersoll-Rand won two awards having cumulative voting.

"Another good example is Union Pacific, having troubles with freight shipments
being back up for months. The merger with Southern Pacific was the excuse. Two
years ago, Union Pacific took away cumulative voting.

"Lockheed-Martin, as well as VWR Corporation have a provision that if anyone has
40% or more of the shares cumulative voting applies.

"In 1995 American Premier adopted cumulative voting. Alleghany Power System
tried to take away cumulative voting but stockholders defeated it, showing
stockholders are interested in their rights. Very successful Hewlett Packard has
cumulative voting.

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

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

At the 1998 Annual Meeting, 77.5% of the votes cast were voted against this
proposal. The Board of Directors continues to firmly believe that cumulative
voting would not be in the best interests of the Company or its shareholders.
This system would enable the holders of relatively small numbers of shares to
elect one or more directors to represent their particular interests on the
Board. Cumulative voting introduces the possibility of partisanship among Board
members and could impair their ability to work together and function as a
cohesive unit. This factor might also discourage qualified individuals from
accepting an invitation to serve on the Board. To be effective, the Board of
Directors must be totally attentive to the collective best interests of all
shareholders and must not be responsive to the special concerns of a particular
group. Under present procedure an individual can be elected to the Board only by
receiving a plurality of the votes cast. The Board of Directors believes that
this system has worked well, is in the best interests of all shareholders and
should remain in effect.

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

SHAREHOLDER PROPOSAL WITH RESPECT TO POLITICAL CONTRIBUTIONS

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, DC 20037, who is the owner of 1,336 shares of the Common
Stock of the Company, has advised the Company that she intends to present the
following proposal at the Annual Meeting:

RESOLVED: "That the stockholders of Bank of New York assembled in
Annual Meeting in person and by proxy, hereby recommend that the
Corporation affirm its political non-partisanship. To this end the
following practices are to be avoided:

"(a) The handing of contribution cards of a single political party to an
employee by a supervisor.

"(b) Requesting an employee to send a political contribution to an
individual in the Corporation for a subsequent delivery as part of a
group of contributions to a political party or fund raising committee.

"(c) Requesting an employee to issue personal checks blank as to payee for
subsequent forwarding to a political party, committee or candidate.

25
<PAGE> 28

"(d) Using supervisory meetings to announce that contribution cards of one
party are available and that anyone desiring cards of a different
party will be supplied one on request to his supervisor.

"(e) Placing a preponderance of contribution cards of one party at mail
station locations."

PROPONENT'S STATEMENT IN SUPPORT OF RESOLUTION:

REASONS: "The Corporation must deal with a great number of
governmental units, commissions and agencies. It should maintain scrupulous
political neutrality to avoid embarrassing entangle ments detrimental to
its business. Above all, it must avoid the appearance of coercion in
encouraging its employees to make political contributions against their
personal inclinations. The Troy (Ohio) News has condemned partisan
solicitation for political purposes by managers in a local company (not
Bank of NY). And if the Company did not engage in any of the above
practices, to disclose this to ALL shareholders in each quarterly report."

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

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

The Board of Directors believes that adoption of this proposal would not be in
the best interests of the Company or its shareholders, and that the resolution
is unnecessary and administratively burdensome.

The Company is already required to comply with numerous federal and state laws
and regulations governing political contributions. As authorized by federal law,
the Company sponsors a political action committee supported solely by voluntary
contributions from employees. This provides an opportunity for employees to
support candidates and public officials whose views are consistent with the
Company's long-term legislative and regulatory goals regarding the financial
services industry or the communities served by the Company and its subsidiaries.
Policies and procedures have been established by the Company to ensure that such
employee contributions are entirely voluntary.

The Company strongly believes that federal and state regulations, along with its
own policies and procedures, adequately address the issues raised by the
proposal.

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

FUTURE SHAREHOLDER PROPOSALS

In accordance with the rules of the Securities and Exchange Commission (the
"SEC"), shareholders who intend to present proposals at the 2000 Annual Meeting
of Shareholders must submit such proposals in time for them to be received by
the Company on or before November 30, 1999, for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting. A shareholder proposal
submitted outside the process of SEC Rule 14a-8 is considered untimely if it is
not received by February 15, 2000.

PHEBE C. MILLER
Secretary

March 31,1999

26
<PAGE> 29

ANNEX A

1994 MANAGEMENT INCENTIVE COMPENSATION PLAN

OF THE BANK OF NEW YORK COMPANY, INC., AS AMENDED

1. PURPOSE. The purpose of the 1994 Management Incentive Compensation Plan of
The Bank of New York Company, Inc. (the "Plan") is to promote the financial
interests of The Bank of New York Company, Inc. (the "Company") and its
subsidiaries, including its growth, by (i) attracting and retaining officers and
key personnel possessing outstanding ability; (ii) motivating officers and key
personnel by means of performance-related incentives; and (iii) providing
incentive compensation opportunities which are competitive with those of other
major banking companies.

2. DEFINITIONS. The following definitions are applicable to the Plan:

"Average Shareholders' Equity" means the average of the daily amounts of
shareholders' equity during the Plan Year as shown on the Company's consolidated
balance sheet.

"Board of Directors" means the Board of Directors of the Company.

"Compensation Committee" means the Compensation and Organization Committee of
the Board of Directors.

"Covered Employee" means, for any Plan Year, the Company's Chief Executive
Officer (or an individual acting in such capacity) and 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 such Plan Year.

"Incentive Fund" means the amount available for awards under the Plan with
respect to each Plan Year. Such amount shall in no event, however, exceed 10% of
the amount by which Income exceeds 7% of the Average Shareholders' Equity for
the Plan Year.

"Income" for any year means the consolidated net income of the Company for such
year, as reported to shareholders. This amount shall be adjusted to exclude to
the extent, if any, determined by the Compensation Committee, unusual or
non-recurring items of income and expense.

"Participant" means an employee of the Company or its subsidiaries who is
selected to participate in the Plan.

"Plan Year" means the calendar year.

3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee, which shall in no event have as a member a person entitled to an
award under the Plan. A majority of the Compensation Committee shall constitute
a quorum, and the acts of a majority of the members present, or acts approved in
writing by a majority of the Compensation Committee without a meeting, shall be
the acts of the Compensation Committee.

Subject to the express provisions of the Plan, the Compensation Committee shall
have authority to:

(i) select the Participants;

(ii) determine the size of the awards to be made under the Plan,
subject to Section 5 hereof; and

(iii) establish from time to time regulations for the administration
of the Plan, interpret the Plan, and make all determinations deemed
necessary or advisable for the administration of the Plan.

4. PARTICIPATION. Participants in the Plan shall be selected for each Plan Year
from those employees of the Company and its subsidiaries who have contributed,
or have the capacity for contributing, in a substantial measure to the
successful performance of the Company for that Plan Year. No director who is not
an employee of the Company or any of its subsidiaries may be a Participant in
the Plan. No employee shall at any time have a right to be selected as a
Participant in the Plan for any Plan Year, to be entitled automatically to an
award, nor, having been selected as a Participant for one Plan Year, to be a
Participant in any other Plan Year.

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5. MAXIMUM AMOUNT AVAILABLE FOR AWARDS. The maximum amount which may be paid
as awards for any Plan Year shall be limited to the amount of the Incentive Fund
for that year. If the accounting rules or principles to which the Company is
subject are changed, or if the Company elects to change its method of
accounting, after the effective date of the Plan so as to materially change, in
the judgment of the Compensation Committee, the manner in which Income is
determined, the Compensation Committee may make such adjustments as it deems
advisable in order to arrive at substantially the same amounts as would have
been derived if the accounting rules, principles or methods applicable on the
effective date of the Plan were in effect. The amount of the Incentive Fund
shall be computed by the Company in accordance with the Plan.

6. DETERMINATION OF AWARDS. Subject to the provisions of Section 5 hereof, (i)
the Compensation Committee, with the approval of the Board of Directors, shall
determine the total amount of awards for each Plan Year, and (ii) the
Compensation Committee shall determine the award for each Participant, taking
into consideration, as it deems appropriate, the individual performance for the
Plan Year of the Participant.

7. AWARDS TO COVERED EMPLOYEES. Notwithstanding anything contained herein to
the contrary, the award for any Plan Year to a Participant who is a Covered
Employee may be determined on the basis of (A) the achievement by the Company of
a specified target earnings per share, return on equity or net income, (B) the
achievement by a business unit of the Company of a specified target net income
or market share, or (C) any combination of the goals set forth in (A) and (B)
above. If an award is made on such basis, the Compensation Committee shall
establish such goals prior to the beginning of the Plan Year (or such later date
as may be prescribed by the Internal Revenue Service for purposes of Section
162(m) of the Internal Revenue Code). The Compensation Committee may, in its
discretion, reduce or eliminate an award to a Covered Employee, notwithstanding
the achievement of a specified target. Awards to each Covered Employee for each
Plan Year will be limited to 0.2% of the Company's pre-tax income for such Plan
Year as reported to shareholders. An award for a Plan Year to a Participant who
is a Covered Employee may, in the discretion of the Compensation Committee,
provide that in the event of the Participant's termination of employment during
the Plan Year for any reason, such award will be payable only (A) if the
applicable target is achieved and (B) to the extent, if any, as the Compensation
Committee shall determine. Any award paid with respect to a Plan Year under this
Section shall not be subject to the provisions of Section 5, 6 or 9 hereof, but
shall reduce the amount of the Incentive Fund for such Plan Year.

8. PAYMENT OF AWARDS. Awards under the Plan shall be paid in cash within 90
days of the close of the Plan Year.

9. TERMINATION OF EMPLOYMENT. A Participant shall not be entitled to receive
payment of an award, unless the Compensation Committee determines otherwise, if
at any time prior to payment of the award (i) the Participant's employment
terminates for any reason, including retirement, or (ii) the Participant gives
or receives notice of termination for any reason, including retirement.

10. NO ASSIGNMENTS AND TRANSFERS. A Participant shall not assign, encumber or
transfer his rights and interests under the Plan and any attempt to do so shall
render those rights and interests null and void.

11. NO RIGHTS TO AWARDS OR EMPLOYMENT. No employee of the Company or its
subsidiaries or other person shall have any claim or right to be granted an
award under this Plan. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the employ of the
Company or its subsidiaries.

12. WITHHOLDING TAX. The Company shall deduct from all amounts paid any taxes
required by law to be withheld with respect to such payments.

13. AMENDMENT OR TERMINATION. The Board of Directors may amend, suspend or
terminate the Plan or any portion thereof at any time.

14. EFFECTIVE DATE. The Plan shall be effective as of January 1, 1994.

15. TERM. Subject to earlier termination pursuant to the provisions of Section
13, the Plan shall have a term of ten years from its effective date.

TELEPHONE
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800-850-0563

o Use any touch-tone telephone.

o Have your Proxy Form in hand.

o Enter the Control Number located in the box below.

o Follow the simple recorded instructions.

INTERNET
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http://proxy shareholder.com/bk

o Go to the website address listed above.

o Have your Proxy Form in hand.

o Enter the Control Number located in the box below.

o Follow the simple instructions.

MAIL
----

o Mark, sign and date your Proxy Card.

o Detach card from Proxy Form.

o Return the card in the postage-paid envelope provided.

Your telephone or internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned the proxy card.
If you have submitted your proxy by telephone or the internet there is no need
for you to mail back your proxy.

800-650-0563
CALL TOLL-FREE TO VOTE

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| CONTROL NUMBER |
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V DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET V

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Dated _______________________________________________, 1999

___________________________________________________________

___________________________________________________________
Signature of Shareholder(s)

___________________________________________________________

VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK [X]

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

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MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3:
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1. ELECTION OF DIRECTORS:

FOR WITHHOLD EXCEPTIONS*
Nominees: Messrs. 01 - Bacot, 02 - Barth, [ ] [ ] [ ]
03 - Biondi, 04 - Chaney, 05 - Griffith,
06 - Hassell, 07 - Kogan, 08 - Luke,
09 - Malone, 10 - Miller, 11 - Papageorge,
12 - Ms. Rein, Messrs. 13 - Renyi,
14 - Richardson and 15 - Roberts

FOR AGAINST ABSTAIN
2. Ratification of Auditors. [ ] [ ] [ ]

FOR AGAINST ABSTAIN
3. Approval of amendment to, and re-approval [ ] [ ] [ ]
of performance standards set forth in the
1994 MICP.

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME ON THE FOLLOWING
BLANK LINE.)

Exceptions* ____________________________________________

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I agree to access future Proxy Statements [ ]
and Annual Reports electronically.

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MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSALS 4 AND 5:
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FOR AGAINST ABSTAIN
4. Shareholder Proposal regarding cumulative [ ] [ ] [ ]
voting rights to be accorded to
shareholders.

FOR AGAINST ABSTAIN
5. Shareholder Proposal relating to political [ ] [ ] [ ]
contributions.
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Address Change and/or Comments Mark Here [ ]

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

<PAGE> 32
THE BANK OF NEW YORK COMPANY, INC.
ONE WALL STREET, NEW YORK, NY 10286
PROXY

This Proxy Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Robert J. Goebert, Thomas J. Mastro and
Deno D. Papageorge as proxies each with the power to appoint his substitute and
hereby authorizes each of them to represent and to vote, as designated on the
reverse hereof, all the shares of the Common Stock of The Bank of New York
Company, Inc. held of record by the undersigned on March 22, 1999 at the Annual
Meeting of Shareholders to be held on May 11, 1999 or any adjournment thereof.

Unless otherwise specified, this proxy, when properly executed, will be
voted FOR the election of all nominees for directors, FOR proposal (2), FOR
proposal (3), AGAINST proposal (4) and AGAINST proposal (5). In their
discretion, the proxies are authorized to vote upon such other business as may
come before the Meeting.

THE BANK OF NEW YORK COMPANY, INC.
P.O. BOX 11198
NEW YORK, N.Y. 10203-0198

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