BANK OF NEW YORK CO INC, DEF 14A, 2000-03-31

BANK OF NEW YORK CO INC
DEF 14A, 2000-03-31
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

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

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

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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 0-12.

(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):

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[ ] 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.:

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

(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

[BANK OF NEW YORK COMPANY 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 9, 2000, 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 consider a shareholder proposal relating to term limits for
directors;

4. To consider a shareholder proposal relating to the Company's Rights
Plan; and

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

Shareholders of record at the close of business on March 20, 2000 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment.

It is important that your shares be represented at the Annual Meeting. Please
vote regardless of whether you plan to attend the Annual Meeting, so that your
vote may be recorded.

You can vote by:

- Internet;
- telephone; or
- completing, dating, signing and mailing the enclosed proxy card promptly
in the return envelope provided.

We hope you will be able to attend.

By order of the Board of Directors,

/s/THOMAS A. RENYI /s/ PATRICIA A. BICKET

Thomas A. Renyi Patricia A. Bicket
Chairman of the Board Assistant Secretary

March 31, 2000
<PAGE> 3

[BANK OF NEW YORK COMPANY LOGO] 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", "we" or
"us").

THE ANNUAL MEETING WILL BE HELD ON MAY 9, 2000 AT THE BANK OF NEW YORK, 101
BARCLAY STREET, NEW YORK, NEW YORK, AT 10:00 A.M. LOCAL TIME.

The Board of Directors has fixed the close of business on March 20, 2000 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. The outstanding voting stock of
the Company on the Record Date was 739,099,624 shares of Common Stock ($7.50 par
value) ("Common Stock"). Each share is entitled to one vote. 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. Your proxy tells us how to vote your shares at the
Annual Meeting.

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 Office of the Secretary of the Company a written revocation or a duly
executed proxy bearing a later date. You may attend the Annual Meeting and vote
in person whether or not you previously submitted a proxy.

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 of the nominees for director named in this Proxy
Statement, for ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants and against the shareholder proposals
set forth in Items 3 and 4 of this Proxy Statement. 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.

THE NOMINEES FOR DIRECTOR WHO RECEIVE THE HIGHEST NUMBER OF "FOR" VOTES CAST
WILL BE ELECTED. THE "FOR" VOTE OF A MAJORITY OF THE VOTES CAST IS SUFFICIENT TO
RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP 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, 2000.
<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 $12,500 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.

During 1999, 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 1999, except Mr. Malone who attended 17 of 25 Board and committee
meetings. The Board of the Bank, which during 1999 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 1999 were Messrs. Chaney (Chairman), Kogan, Luke and Malone. 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 Office of the Secretary of the Company. The
Nominating Committee met two times during 1999.

The Board of Directors of the Company has an Executive Committee whose incumbent
members during 1999 were Messrs. Renyi (Chairman), Bacot, Barth, Chaney,
Griffith, Hassell, Luke, Miller and Ms. Rein. The Executive Committee has the
full authority of the Company's Board of Directors, except for limitations
relating to major corporate matters. The Executive Committee met twice in 1999.

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 and regulatory matters arising in such year. Ms. Rein (Chairman),
Messrs. Bacot, Barth, Chaney, Luke, Miller, Richardson and Roberts served on the
Audit Committee during 1999. 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 1999.

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 1999 were Messrs. Kogan (Chairman), Biondi, Chaney, Malone and
Miller. 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 five times
during 1999.

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<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, Richardson and Ms. Rein served on the Pension
Committee during 1999. The Pension Committee met three times during 1999.

During 1999, 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. 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 all or a portion of the director's annual 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 Company has a director's retirement plan. The only incumbent directors
entitled to benefits under The Bank of New York Company, Inc. Retirement Plan
for Non-Employee Directors (the "Directors' Retirement Plan") are non-employee
directors who were serving on the Board on May 11, 1999 and:

- - reached age 70 as of May 11, 1999 and served as a director for at least five
years as of May 11, 1999. These directors will receive an annual payment, upon
retirement, for life.

- - served as a director for at least 5 years and had not reached age 70 as of May
11, 1999. These directors will receive an annual payment, upon retirement after
age 60, continuing for the number of years equal to the director's years of
service on the Board completed before May 11, 1999. In no event will such
payments continue after the director's death.

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

Retirement benefits under the Directors' Retirement Plan are payable to an
eligible director who retires from the Board after attaining age 60 or becoming
disabled, 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 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.

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<PAGE> 6

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 20, 2000.

All nominees who are presently serving as directors were elected to their
present term of office by the shareholders with the exception of Mr. Donofrio
who was elected by the Board of Directors.

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<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 The Bank of New York
BACOT
1975 Chairman of The Bank of New York Company, Inc. from 1982 to
COMMON SHARES: February, 1998 and Chief Executive Officer from 1982 through
2,153,726 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. Member of Council on Foreign
Relations and Economic Club of New York. Age 67.

(BARTH PHOTO) Retired; Formerly Chairman and Chief Executive Officer of
RICHARD BARTH Ciba-Geigy Corporation, developer, manufacturer and marketer
1989 of prescription medicines
COMMON SHARES: Chairman of Ciba-Geigy Corporation from July, 1990 to
36,038 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). Member of the Board of Trustees of
New York Medical College. Member of the American, New York
and New Jersey Bar Associations. Age 68.

(BIONDI PHOTO) Senior Managing Director of WaterView Advisors LLC,
FRANK J. investment adviser to WaterView Partners LLC a private
BIONDI, JR. equity limited partnership focused on media and
1995 entertainment
COMMON SHARES:
12,857 Senior Managing Director of WaterView Advisors LLC (formally
Biondi, Reiss Capital Management LLC) from March, 1999 to
present. Chairman and Chief Executive Officer of Universal
Studios from 1996 through 1998. President and 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, About.com, Inc., Vail Resorts, Inc.,
Leake and Watts Services and the Museum of Television &
Radio. Trustee of Claremont Graduate University. Age 55.
</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
26,400 The Bank of New York, Tiffany & Co., The Tinker Foundation
Inc. and Provident Holdings, Inc. Trustee of Atlantic Mutual
Insurance Companies. Age 67.

(DONOFRIO PHOTO) Senior Vice President and Group Executive, Technology and
NICHOLAS M. Manufacturing of IBM Corporation, developer and manufacturer
DONOFRIO of advanced information technologies
1999
COMMON SHARES: Senior Vice President and Group Executive, Technology and
2,692 Manufacturing of IBM Corporation from January, 1995 to
present. Director of The Bank of New York. Member of the
Board of Trustees of Rensselaer Polytechnic Institute.
Chairman of the Board of Directors of the National Action
Council for Minorities in Engineering, Inc. (NACME). Age 54.

(GRIFFITH PHOTO) Vice Chairman of The Bank of New York Company, Inc. and The
ALAN R. Bank of New York
GRIFFITH
1990 Vice Chairman of The Bank of New York Company, Inc. and The
COMMON SHARES: Bank of New York since December, 1994. Senior Executive Vice
731,915 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 Financial Services
Roundtable. Age 58.
</TABLE>

6
<PAGE> 9

<C> <S>
(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
523,879 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 Financial Services Roundtable and
Financial Services Forum. Member of Board of Visitors of
Duke University Fuqua School of Business. Age 48.

(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
9,600 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 58.

(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
9,200 Corporation since 1996. President and Chief Executive
Officer since 1992. Director of The Bank of New York, FM
Global, The Americas Society, Inc., The Timken Company, The
Tinker Foundation Inc., the United Negro College Fund and
Westvaco Corporation. Trustee of Lawrence University and the
American Enterprise Institute for Public Policy Research.
Age 51.
</TABLE>

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<PAGE> 10

<C> <S>
(MALONE PHOTO) Chairman of Liberty Media Corporation, producer and
JOHN C. distributor of entertainment, sports, informational
MALONE programming and electronic retailing services
1986
COMMON SHARES: Chairman of Liberty Media Corporation from October, 1990 to
32,400 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 At Home Corporation, AT&T, The Bank
of New York, Black Entertainment Television Holdings II,
CableLabs, CATO Institute, Discovery Communications, Inc.,
Liberty Media Corporation, Tele-Communications, Inc., TCI
Satellite Entertainment, USANi, LLC and United Global
Communications. Age 59.

(MILLER PHOTO) Chief Executive Officer and Publisher of Our World News,
DONALD L. LLC, a newspaper publisher
MILLER
1977 Chief Executive Officer and Publisher of Our World News, LLC
COMMON SHARES: since November, 1995. Vice President-Employee Relations, Dow
68,014 Jones and Company, Inc. from 1986 to 1995. Director of The
Bank of New York, Schering-Plough Corporation, The Jackie
Robinson Foundation and Associated Black Charities. Trustee
of Pace University. Age 68.

(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.
48,607 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. and New England Financial, Inc. Trustee of the New
York University Law Center Foundation. Age 56.
</TABLE>

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<PAGE> 11

<C> <S>
(Rein 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
881,925 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 Chairman of New York
Bankers Association. Chairman of New York Clearing House.
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 Board of Trustees of Bates
College. Member of the Financial Services Roundtable. Age
54.

(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
3,630 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 59.

LOGO 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 At Home Corporation, The Bank of New York,
4,770 Comcast Corporation and Comcast Cable Communications, Inc.,
Comcast JOIN Holdings, Inc. and Comcast LCI Holdings, Inc.
Age 40.
</TABLE>

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

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<PAGE> 12

SECURITY OWNERSHIP BY MANAGEMENT

The following table indicates the beneficial ownership of the Company's Common
Stock as of March 20, 2000, 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*
- ------------------------ ------------ ------------------- ---------- ----------
<S> <C> <C> <C> <C>
J. Carter Bacot.................. 2,153,726 955,000 3,108,726
Richard Barth.................... 36,038 36,038
Frank J. Biondi, Jr. ............ 12,857 12,857
William R. Chaney................ 26,400 26,400
Nicholas M. Donofrio............. 2,692 2,692
Alan R. Griffith................. 731,915 972,878 1,704,793
Gerald L. Hassell................ 523,879 671,173 1,195,052
Richard J. Kogan................. 9,600 9,600
John A. Luke, Jr. ............... 9,200 9,200
John C. Malone................... 32,400 32,400
Donald L. Miller................. 68,014 68,014
Robert J. Mueller................ 350,102 629,172 979,274
Catherine A. Rein................ 48,607 48,607
Thomas A. Renyi.................. 881,925 1,866,211 2,748,136
William C. Richardson............ 3,630 3,630
Brian L. Roberts................. 4,770 4,770
Bruce W. Van Saun................ 157,495 84,342 241,837
All directors and executive
officers of the Company, as a
group (a total of 19 persons,
including those named above)... 5,178,256 5,251,740 10,429,996 1.41%
</TABLE>

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

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<PAGE> 13

EXECUTIVE COMPENSATION AND OTHER INFORMATION

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

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------ -------------------------------------
AWARDS PAYOUTS
------------------------ ----------
NAME AND OTHER RESTRICTED SECURITIES
PRINCIPAL ANNUAL STOCK UNDERLYING LTIP
POSITION YEAR SALARY($) BONUS($)(1) COMPENSATION($) AWARDS($) OPTIONS(#) PAYOUTS($)
--------- ---- --------- ----------- --------------- ---------- ---------- ----------
(a) (b) (c) (d) (e) (f) (g) (h)
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas A. Renyi....... 1999 $850,000 $5,731,000 -- -- 500,000 --
Chairman and Chief 1998 850,385 6,530,000 -- -- 500,000 --
Executive Officer 1997 752,308 4,768,750 -- -- 400,000 --
- ----------------------------------------------------------------------------------------------------------------
Gerald L. Hassell..... 1999 500,000 3,576,250 -- -- 175,000 --
President 1998 416,923 2,721,125 -- -- 120,000 --
1997 390,000 2,067,578 -- -- 120,000 --
- ----------------------------------------------------------------------------------------------------------------
Alan R. Griffith...... 1999 520,000 2,827,250 -- -- 160,000 --
Vice Chairman 1998 482,308 3,135,000 -- -- 140,000 --
1997 467,308 2,409,375 -- -- 140,000 --
- ----------------------------------------------------------------------------------------------------------------
Bruce W. Van Saun..... 1999 400,000 2,157,250 -- --(3) 100,000 --
Senior Executive Vice 1998 365,385 560,000 -- 549,376 50,000 --
President and Chief 1997 226,154 525,000 -- 1,137,938 30,000 --
Financial Officer
- ----------------------------------------------------------------------------------------------------------------
Robert J. Mueller..... 1999 445,000 2,420,000 -- -- 120,000 --
Senior Executive Vice 1998 427,693 2,307,000 -- -- 120,000 --
President of The 1997 410,193 1,737,502 -- -- 120,000 --
Bank of New York

NAME AND
PRINCIPAL ALL OTHER
POSITION COMPENSATION($)(2)
--------- ------------------
(a) (i)
<S> <C>
Thomas A. Renyi....... $167,819
Chairman and Chief 166,150
Executive Officer 111,713
- -------------------------------------------------------------
Gerald L. Hassell..... 87,999
President 74,537
58,113
- --------------------------------------------------------------------------------
Alan R. Griffith...... 104,353
Vice Chairman 97,438
69,663
- ---------------------------------------------------------------------------------------------------
Bruce W. Van Saun..... 68,369
Senior Executive Vice 61,837
President and Chief 31,904
Financial Officer
- ----------------------------------------------------------------------------------------------------------------
Robert J. Mueller..... 102,267
Senior Executive Vice 96,845
President of The 61,078
Bank of New York
</TABLE>

- ---------------
(1) The bonus amounts for 1999 consist of cash bonuses of $931,000, $876,250,
$427,250, $657,250 and $500,000 awarded to Messrs. Renyi, Hassell, Griffith,
Van Saun and Mueller, respectively, and the value on December 31, 1999, of
performance share awards made under the Company's 1993 Long-Term Incentive
Plan and earned based on 1999 performance. Under the conditions of each
award, shares are generally forfeitable if the officer terminates prior to
January 11, 2002, except in the case of retirement, disability or death.
Prior to vesting, dividends are paid on earned shares. The number of shares
which were earned based on 1999 performance and the value thereof on
December 31, 1999, for the following Named Executive Officers are shown
below.

<TABLE>
<CAPTION>
VALUE AS OF
SHARES EARNED AS DECEMBER 31,
OF DECEMBER 31, 1999 OF SHARES
1999 PURSUANT TO EARNED PURSUANT
AWARDS MADE IN TO AWARDS MADE IN
JANUARY 1997 AND JANUARY 1997 AND
DECEMBER 1998 DECEMBER 1998
----------------- -----------------
<S> <C> <C>
Renyi............................................. 120,000 $4,800,000
Hassell........................................... 67,500 2,700,000
Griffith.......................................... 60,000 2,400,000
Van Saun.......................................... 37,500 1,500,000
Mueller........................................... 48,000 1,920,000
</TABLE>

(2) The items included under column (i) for 1999 consist of the following: (1)
annual Company contributions on behalf of the named employees under the
Company's profit-sharing plan, amounting to $127,500, $75,000, $78,000,
$60,000 and $66,750 for Messrs. Renyi, Hassell, Griffith, Van Saun and
Mueller, respectively, (2) annual allocations under the Company's employee
stock ownership plan for the accounts of Messrs. Renyi, Hassell, Griffith,
Van Saun and Mueller of $4,582, $2,695, $2,803, $2,156 and $2,399,
respectively, and (3) the values of split-dollar life insurance arrangements
in the amount of $35,737, $10,304, $23,550, $6,213 and $33,118 for Messrs.
Renyi, Hassell, Griffith, Van Saun and Mueller, respectively.

(3) As of December 31, 1999, Mr. Van Saun had 30,000 restricted shares
outstanding with an aggregate market value of $1,200,000. 16,000 shares
awarded in January, 1998 will vest in June, 2000. Dividends are paid on all
shares of restricted stock.

11
<PAGE> 14

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS(1)

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS EXERCISE STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OR BASE 10-YEAR OPTION TERM(2)
OPTIONS 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 6.8 $35.5625 1/12/09 $11,182,533 $28,338,733
Hassell.............. 175,000 2.4 35.5625 1/12/09 3,913,886 9,918,557
Griffith............. 160,000 2.2 35.5625 1/12/09 3,578,410 9,068,395
Van Saun............. 100,000 1.4 35.5625 1/12/09 2,236,507 5,667,747
Mueller.............. 120,000 1.6 35.5625 1/12/09 2,683,808 6,801,296
</TABLE>

- ---------------
(1) All options were granted on January 12, 1999. For each Named Executive
Officer, 2,811 of the indicated options are incentive stock options and
become exercisable on January 12, 2003; 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 EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES --------------------- ----------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- --------------------- ----------------------
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Renyi.................... 230,348 $7,595,117 1,526,165/849,207 $42,117,960/$6,797,447
Hassell.................. 80,000 2,688,693 566,126/270,874 16,296,914/ 2,180,693
Griffith................. 158,924 5,394,179 866,165/269,207 26,058,600/ 2,281,209
Van Saun................. 0 0 36,493/143,507 565,790/ 1,035,145
Mueller.................. 13,444 420,125 542,458/215,874 15,681,692/ 1,936,630
</TABLE>

12
<PAGE> 15

COMPENSATION AND ORGANIZATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION FOR
1999

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 1999 performance, the Compensation and Organization
Committee considered a variety of financial and non-financial factors, including
any potential impact on the Company of the inquiry into Russian related funds
transfers through a set of domestic accounts. Despite the publicity generated by
the inquiry, 1999 remained the eighth consecutive year of record results. Net
income was $1,739 million, the highest in the Company's history, and a 46%
increase over the $1,192 million reported in 1998. Earnings per diluted common
share were a record $2.27, 48% higher than the $1.53 in 1998. The Company also
achieved a record level of return on average common equity. ROE was 34.00% in
1999 compared with 24.25% in 1998. The Company's 1999 performance also reflected
strong growth in fee income and continued tight control of operating expenses.
The result was an efficiency ratio of 50.8%, 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 14% on October 12, 1999 to a
record annual level of $.64 per share.

Notwithstanding the superior financial results, the Compensation and
Organization Committee recognizes the impact of the inquiry on the Company. The
Compensation and Organization Committee, in consultation with the Audit
Committee, believes that Mr. Renyi has no direct responsibility for the events
resulting in the inquiry and that he has exhibited strong and effective
leadership in dealing with the inquiry and related matters. Nonetheless, the
Compensation and Organization Committee believes that the Chief Executive
Officer does have ultimate responsibility for all matters that occur at the
Company. The following description of the elements of executive compensation,
which includes a review of Mr. Renyi's compensation levels for 1999, reflects
these considerations, and actions taken by the Committee in relation 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.

13
<PAGE> 16

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 reviews
the competitiveness of executive salaries. Mr. Renyi did not receive a salary
increase during 1999.

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 executive officers named in the Summary Compensation Table are
generally determined based on performance against pre-established corporate
goals but may also be awarded on a discretionary basis. 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 1999 was initially determined pursuant
to financial goals that were established at the beginning of 1999. Net income
was the performance basis for the award and the results indicated that his
payout would be at the maximum, 225% of base salary, or $1,912,500. In view of
the non-recurring nature of the gain generated by the sale of BNY Financial
Corporation in 1999, the Compensation and Organization Committee reduced the
award payable pursuant to the financial goals to $1,862,000, an adjusted amount
that would have been payable had BNY Financial Corporation not been sold. In
view of the Russian related funds transfers inquiry and related supervisory
actions, the Compensation and Organization Committee has further reduced Mr.
Renyi's bonus by 50% or $931,000.

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 and 1998 performance share grants were made covering performance for
calendar year 1999. Performance shares that were to earn out based on 1999
performance earned out at 150% of granted shares because 1999 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. In view of the long-term
nature of performance share grants, the Compensation and Organization Committee
did not reduce Mr. Renyi's earned performance shares for the Russian related
funds transfers inquiry.

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 Organi-
14
<PAGE> 17

zation 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 1999 Long-Term Incentive Plan (the
"1999 LTIP"). During 1999, approximately 1200 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 footnotes to the Option Grants in the Last
Fiscal Year table on page 12; 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. Mr. Renyi was awarded 500,000 option shares in January 1999, the
same as his prior grant in January 1998.

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, 1999

Frank J. Biondi, Jr.
William R. Chaney
Richard J. Kogan
John C. Malone
Donald L. Miller

15
<PAGE> 18

THE BANK OF NEW YORK COMPANY, INC.

COMPARISONS OF FIVE-YEAR TOTAL SHAREHOLDER RETURN

This year we changed the peer company group because over the years since we
first began reporting shareholder return, 8 of the original 10 companies have
merged or consolidated. The first chart shows our five-year return using last
year's peer group. The second chart shows our five-year performance using the
new peer group. The new peer group includes those financial services
organizations that we believe more accurately reflect our current business.

(COMPARISON CHART)

<TABLE>
<CAPTION>
THE BANK OF NEW YORK
CO., INC PEER GROUP S&P 500
-------------------- ---------- -------
<S> <C> <C> <C>
12/31/94 100.00 100.00 100.00
12/31/95 174.57 164.83 137.54
12/31/96 249.34 242.80 169.13
12/31/97 437.34 322.86 225.53
12/31/98 619.80 328.51 289.99
12/31/99 625.69 376.46 351.00
</TABLE>

Value of assumed $100 investment on December 31, 1994 in The Bank of New York
Company, Inc. Common Stock, in the Standard & Poors 500 Stock Index or in the
Peer Company Group Index. Dividends are reinvested.

PEER COMPANY GROUP

Bank of America Corporation(6)(7)
Bankers Trust New York Corporation(8)
Bank One Corporation(5)
The Chase Manhattan Corporation(2)
Chemical Banking Corporation(2)
Citigroup Incorporated(4)
First Chicago NBD Bancorp(1)(5)
First Interstate Bancorp(3)
J.P. Morgan and Co. Incorporated
Wells Fargo & Co.

(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.

16
<PAGE> 19

(5) First Chicago NBD Bancorp was acquired by Bank One effective 10/1/98. 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.

(6) BankAmerica Corp. merged with NationsBank Corp. effective 09/30/98. 1998
performance for this stock was calculated based on returns accruing to
holders of the common stock of BankAmerica Corp. as of January 1, 1998.

(7) BankAmerica Corp. changed its name to Bank of America Corp. effective April
29, 1999.

(8) On 6/4/99 Deutsche Bank completed its acquisition of Bankers Trust. 1999
performance for Bankers Trust reflects returns accruing to holders of
Bankers Trust common stock as of January 1, 1999.

THE BANK OF NEW YORK COMPANY, INC

COMPARISONS OF FIVE-YEAR TOTAL SHAREHOLDER RETURN
(COMPARISON CHART)

<TABLE>
<CAPTION>
THE BANK OF NEW YORK
CO., INC PEER GROUP S&P 500
-------------------- ---------- -------
<S> <C> <C> <C>
12/31/94 100.00 100.00 100.00
12/31/95 174.57 155.79 137.54
12/31/96 249.34 220.21 169.13
12/31/97 437.34 326.84 225.53
12/31/98 619.80 354.20 289.99
12/31/99 625.69 376.32 351.00
</TABLE>

PEER COMPANY GROUP

AXA Financial, Incorporated
Bank of America Corporation
Bank One Corporation
The Chase Manhattan Corporation
Citigroup Incorporated
First Union Corporation
FleetBoston Financial Corporation
J.P. Morgan and Co. Incorporated
Mellon Financial Corporation
Merrill Lynch & Co. Incorporated
Wells Fargo & Co.

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.

SEVERANCE AGREEMENTS. The Severance Agreements for Messrs. Renyi, Hassell,
Griffith, Van Saun and Mueller (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

17
<PAGE> 20

(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, Griffith and Mueller
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 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 initial term of the Severance Agreements was July 8, 1997 to December 31,
1999. Thereafter, they 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, 2000, the severance payable
under the Severance Agreements was $13,584,823 for Mr. Renyi, $5,661,935 for Mr.
Hassell, $9,671,230 for Mr. Griffith, $2,760,390 for Mr. Van Saun and $6,695,118
for Mr. Mueller.

OTHER EMPLOYEE BENEFIT MATTERS. 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 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.

18
<PAGE> 21

The Company entered into a trust agreement with an independent trustee in 1993
to establish a trust (the "Trust") to provide for the payment of amounts due to
Messrs. Renyi, Hassell, Griffith, Mueller and later, Mr. Van Saun (and certain
other senior executives) upon a Change in Control (as defined below) of the
Company. The terms of the Trust provide for the payment to Messrs. Renyi,
Hassell, Griffith, Van Saun and Mueller (and certain other senior executives) of
the severance pay payable to them pursuant to their Severance Agreements
described above. The 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, Van Saun and
Mueller (and certain other senior executives). 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 persons. The Trust
is funded by the deposit of an irrevocable letter of credit in the amount of $95
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, Van Saun and Mueller, the Trust,
the Supplemental Executive Retirement Plan and Excess Benefit Plan, the 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 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.

19
<PAGE> 22

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 $ 41,100 $ 48,600 $ 56,100 $ 63,600
200,000 49,500 66,000 82,200 97,200 112,200 127,200
300,000 74,250 99,000 123,300 145,800 168,300 190,800
400,000 99,000 132,000 164,400 194,400 224,400 254,400
500,000 123,750 165,000 205,500 243,000 280,500 318,000
600,000 148,500 198,000 246,600 291,600 336,600 381,600
700,000 173,250 231,000 287,700 340,200 392,700 445,200
800,000 198,000 264,000 328,800 388,800 448,800 508,800
900,000 222,750 297,000 369,900 437,400 504,900 572,400
1,000,000 247,500 330,000 411,000 486,000 561,000 636,000
1,100,000 272,250 363,000 452,100 534,600 617,100 699,600
1,200,000 297,000 396,000 493,200 583,200 673,200 763,200
1,300,000 321,750 429,000 534,300 631,800 729,300 826,800
1,400,000 346,500 462,000 575,400 680,400 785,400 890,400
1,500,000 371,250 495,000 616,500 729,000 841,500 954,000
1,600,000 396,000 528,000 657,600 777,600 897,600 1,017,600
1,700,000 420,750 561,000 698,700 826,200 953,700 1,081,200
1,800,000 445,500 594,000 739,800 874,800 1,009,800 1,144,800
1,900,000 470,250 627,000 780,900 923,400 1,065,900 1,208,400
2,000,000 495,000 660,000 822,000 972,000 1,122,000 1,272,000
2,100,000 519,750 693,000 863,100 1,020,600 1,178,100 1,335,600
2,200,000 544,500 726,000 904,200 1,069,200 1,234,200 1,399,200
</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,
1999, respectively: Thomas A. Renyi, $2,127,898, 28 years; Gerald Hassell,
$1,113,724, 23 years; Alan R. Griffith, $1,097,289, 33 years; Bruce Van Saun
$930,741, 2 years and Robert J. Mueller, $830,667, 22 years. Covered
compensation consists of the average of the three highest consecutive years of
combined salary and bonus paid in the last ten years, and corresponds to those
amounts indicated in column (c) and the cash portion of the amounts indicated in
column (d) of the Summary Compensation Table.

For Messrs. Renyi, Hassell, Griffith, Van Saun and Mueller, 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.

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
$812,290.00, which was paid by the Company, and are due to expire December 1,
2001.

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.

20
<PAGE> 23

Certain of the Company's executive officers and directors and members of their
immediate families are customers of the Company's 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 1999, 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 1999
and the largest aggregate amount of indebtedness outstanding at any one time
during 1999 was approximately $470 million net of loans participated to the
Bank. In March, 1999 Tele-Communications, Inc. merged with AT&T. As of February
25, 2000, Tele-Communications, Inc. and its affiliates had no indebtedness to
the Company. 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 1999, J. Carter Bacot, a director of the Company, was a party to a
consulting agreement with the Company pursuant to which he was paid $400,000.
During 1999, Deno D. Papageorge, a former director and executive officer of the
Company, was a party to a consulting agreement with the Company pursuant to
which he was paid $50,000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act 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 1999, its Reporting Persons have complied with all
applicable Section 16(a) filing requirements except that Thomas J. Perna
inadvertently failed to timely file one report reporting three transactions.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of December 31, 1999
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) 54,972,637 7.465%
82 Devonshire Street
Boston, Massachusetts 02109
Common
Stock Janus Capital Corporation 39,744,371 5.3%
100 Fillmore Street
Denver, Colorado 80206-4923
</TABLE>

- ---------------
(1) FMR Corp. through subsidiaries had the sole dispositive power with respect
to all of the reported shares and sole power to vote 5,795,316 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.

21
<PAGE> 24

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 2000, and the shareholders will be asked to ratify such
appointment at the Annual Meeting. In 1999 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 $4.4
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.

SHAREHOLDER PROPOSALS

SHAREHOLDER PROPOSAL WITH RESPECT TO TERM LIMITS FOR DIRECTORS

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 Corp. recommend
that the Board take the necessary steps so that future outside directors
shall not serve for more than six years."

PROPONENT'S STATEMENT IN SUPPORT OF RESOLUTION:

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

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

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

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

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

At the 1996 Annual Meeting 95.7% of the votes cast were voted against this
proposal.

The Company operates in a very complex regulatory and competitive environment.
Experienced directors have a better understanding of the Company and its
operations, officers and employees, as well as the regulatory environment in
which your Company operates. It takes time for a new director to become familiar
with Company operations. The wholesale turnover of directors which would be
caused by arbitrary term limits could disrupt the smooth functioning of your
board.

Directors of your Company are not guaranteed a position until retirement. They
must be re-nominated at the end of their term and re-elected by the
shareholders.

The Company's outside directors also serve on other boards or are officers of
other companies. This enables them to bring new ideas and fresh approaches to
the Company.

The responsibilities imposed on corporate directors differ from those imposed on
public office holders. Since the job of director is not comparable to the job of
President of the United States or governor of a state, there is no reason to
subject corporate directors to the same limitations.

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

SHAREHOLDER PROPOSAL WITH RESPECT TO THE COMPANY'S RIGHTS PLAN

AFSCME Employees Pension Plan, 1625 L Street, N.W., Washington, D.C. 20036-5687,
which is the owner of 20,300 shares of the Common Stock of the Company, has
informed the Company that it intends to present the following proposal at the
Annual Meeting:

Resolved: The shareholders of the Bank of New York Company, Inc.
("Bank of New York" or the "Company") request the Board of Directors to
redeem any shareholder rights previously issued unless such issuance is
approved by the affirmative vote of shareholders, to be held as soon as may
be practicable.

22
<PAGE> 25

PROPONENT'S STATEMENT IN SUPPORT OF RESOLUTION:

In August of last year shareholders learned that the Bank of New York
had been tainted by one of the largest money laundering scandals in U.S.
banking history. Over $7 billion was transmitted from Russia through Bank
of New York accounts, sullying our Company's reputation and calling into
question its basic control and supervisory systems. Federal investigations
into possible illegal sources of these funds transferred through Bank of
New York accounts are continuing.

Given the atrocious lapses in oversight by our Company's management
and Board we believe now is an appropriate time for increased shareholder
power in the governance of our Company. The time has come for the
elimination of the Bank of New York's poison pill.

The Company's poison pill rights plan was first created by the Board
of Directors in December of 1985 with the issuance of one preferred stock
purchase right for each outstanding share of common stock. This plan was
amended several times and had its expiration date extended in March of 1994
for an additional ten years.

We do not share the Board's view that our Company should have a poison
pill rights plan continually in existence for nineteen years without
shareholder approval.

We believe the terms of the rights are designed to discourage or
thwart an unwanted takeover of our Company. While management and the Board
of Directors should have appropriate tools to ensure that all shareholders
benefit from any proposal to buy the Company, we do not believe that the
future possibility of a takeover justifies the unilateral implementation of
such a poison pill type device.

Rights plans like ours have become increasingly unpopular in recent
years. In 1999 a majority of shareholders at seventeen companies voted in
favor of shareholder proposals asking management to redeem or repeal poison
pills.

The effects of poison pill rights plans on the trading value of
companies' stock have been the subject of extensive research. A 1986 study
by the Office of the Chief Economist of the U.S. Securities and Exchange
Commission on the economics of rights plans states that "The stock-returns
evidence suggests that the effect of poison pills to deter prospective
hostile takeover bids outweighs the beneficial effects that might come from
increased bargaining leverage of the target management." A 1992 study by
Professor John Pound of Harvard University's Corporate Research Project and
Lilli A. Gordon of the Gordon Group found a correlation between high
corporate performance and the absence of poison pills.

Given the undeniably undemocratic way in which the share rights have
been assigned to shareholders and maintained we believe these rights should
either be redeemed or voted on by shareholders.

WE URGE SHAREHOLDERS TO VOTE FOR THIS RESOLUTION!

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

THE RIGHTS PLAN BENEFITS SHAREHOLDERS.

The Company's Shareholder Rights Plan was not designed to, and does not prevent
a takeover of your Company. Instead, the Rights Plan is designed to thwart
abusive and coercive tactics that frequently occur in takeovers. The Rights Plan
encourages potential acquirors to negotiate directly with the Company and allows
all shareholders to benefit equally from an orderly bidding process.

In addition, the Rights Plan gives your board a powerful tool to negotiate a
higher price if a takeover offer is received. An acquiror generally seeks to pay
the lowest price possible for target company shares.

23
<PAGE> 26

More recent studies than those cited by AFSCME demonstrate that rights plans
increase shareholder value.

- A 1998 study by Georgeson & Co. concluded that shareholders of target
companies with rights plans received significantly higher takeover
premiums than shareholders of target companies without rights plans in
transactions completed between 1992 and 1996.

- A 1997 study by J.P. Morgan Securities Inc. concluded that shareholders
of companies with rights plans in place received consistently higher
premiums in takeovers.

- A 1993 study by Robert Comment and G. William Schwert of the Bradley
Policy Research Center, University of Rochester concluded that rights
plans do not deter takeovers but are associated with higher premiums paid
to shareholders.

THE RIGHTS PLAN DOES NOT REDUCE MANAGEMENT ACCOUNTABILITY.

Under applicable law your board always has a fiduciary obligation to take
actions which are in the best interests of your Company and all shareholders.
The Rights Plan does not affect this obligation.

THE RIGHTS PLAN DOES NOT ADVERSELY AFFECT SHAREHOLDER VALUE.

The issuance of the Rights did not weaken the financial strength of your
Company. During the last decade, while the Rights Plan has been in effect, your
Company has experienced record growth and profitability which has been reflected
in the price of your shares.

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 2001 Annual Meeting
of Shareholders must submit such proposals in time for them to be received by
the Company on or before November 30, 2000, 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.

Patricia A. Bicket
Assistant Secretary

March 31, 2000

24
<PAGE> 27
- --------------------------------------------------------------------------------
THE
BANK OF
NEW A REMINDER ABOUT OUR ANNUAL REPORT
YORK
COMPANY, INC.
- --------------------------------------------------------------------------------

In support of the continued focus on cost control, The Bank of New York Company,
Inc. Annual Report will not be distributed to active employees who own Company
stock through any of the Company's benefit plans. Employees who separately own
Company stock outside of the benefit plans, registered in their name(s) or in
street name, will continue to receive a copy of the Annual Report.

The Annual Report is available on the Company's web page at www.bankofny.com

Any employee who owns Company stock in benefit plans can request a copy of the
Annual Report by sending a written request, along with a self-addressed
interoffice envelope, to:

Tina Di Scalfani, Public Relations, BN-OWS-31

[DOWN ARROW GRAPHIC] DETACH PROXY CARD HERE [DOWN ARROW GRAPHIC]
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2:
- --------------------------------------------------------------------------------
For Withhold Exceptions*
1. ELECTION OF DIRECTORS:
Nominees: Messrs. 01 - Bacot, 02 - Barth,
03 - Biondi, 04 - Chaney, 05 - Donofrio,
06 - Griffith, 07 - Hassell, 08 - Kogan, [ ] [ ] [ ]
09 - Luke, 10 - Malone, 11 - Miller,
12 - Ms. Rein, Messrs. 13 - Renyi,
14 - Richardson and 15 - Roberts

For Against Abstain

2. Ratification of Auditors. [ ] [ ] [ ]

(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*____________________________________________________________

- --------------------------------------------------------------------------------
MANAGEMENT RECOMMENDS A VOTE AGAINST PROPOSALS 3 AND 4:
- --------------------------------------------------------------------------------

For Against Abstain
3. Shareholder Proposal relating to
term limits for directors. [ ] [ ] [ ]

For Against Abstain
4. Shareholder Proposal relating to
the Company's Rights Plan. [ ] [ ] [ ]

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

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

Address Change
and/or Comments
Mark Here [ ]

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

Dated _____________________________,2000

_______________________________________
Signature of Shareholder(s)
Cede & Co.
Signature of Shareholder(s)

Votes MUST be indicated
(x) in Black or Blue ink. [X]

Sign, Date and Return this Voting Instruction Card
Promptly Using the Enclosed Envelope.

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

<PAGE> 28

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

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

This card provides voting instructions for shares held in the Employees'
Stock Ownership Plan, Employees' Incentive Savings Plan and Fund D under the
Employees' Profit Sharing Plan. The undersigned hereby directs the respective
fiduciary of each plan in which the undersigned holds shares of The Bank of New
York Company, Inc. Common Stock to vote all whole shares of The Bank of New York
Company, Inc. Common Stock held in the undersigned's name and / or account under
such plan on March 20, 2000 in accordance with the instructions given on the
reverse hereof, at the Annual Meeting of Shareholders to be held on May 9, 2000
or any adjournment thereof.

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

THE BANK OF NEW YORK COMPANY, INC.
101 BARCLAY STREET
A LEVEL - PROXY DEPT

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

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

<PAGE> 29

- --------------------------------------------------------------------------------
THE TWO NEW WAYS TO VOTE YOUR PROXY
BANK OF VOTE BY TELEPHONE OR INTERNET
NEW 24 HOURS A DAY -7 DAYS A WEEK
YORK SAVE YOUR COMPANY MONEY -IT'S FAST AND CONVENIENT
COMPANY, INC.
- --------------------------------------------------------------------------------

TELEPHONE
800-650-0563

- Use any touch-tone telephone.

- Have your Proxy Form in hand.

- Enter the Control Number located in the box below.

- Follow the simple recorded instructions.

- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------

INTERNET

http://proxy.shareholder.com/bk

- Go to the website address listed above.

- Have your Proxy Form in hand.

- Enter the Control Number located in the box below.

- Follow the simple instructions.

- --------------------------------------------------------------------------------
OR
- --------------------------------------------------------------------------------

MAIL

- Mark, sign and date your Proxy Card.

- Detach card from Proxy Form.

- 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

-----------------------------
CONTROL NUMBER
FOR TELEPHONE/INTERNET VOTING
-----------------------------

[DOWN [DOWN
ARROW ARROW
GRAPHIC] GRAPHIC]
DETACH PROXY CARD HERE IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET
- --------------------------------------------------------------------------------

MANAGEMENT RECOMMENDS a vote FOR proposals 1 and 2 :
- --------------------------------------------------------------------------------
For Withhold Exceptions*
1. ELECTION OF DIRECTORS:
Nominees: Messrs. 01 - Bacot, 02 - Barth,
03 - Biondi, 04 - Chaney, 05 - Donofrio,
06 - Griffith, 07 - Hassell, 08 - Kogan, [ ] [ ] [ ]
09 - Luke, 10 - Malone, 11 - Miller,
12 - Ms. Rein, Messrs. 13 - Renyi,
14 - Richardson and 15 - Roberts

For Against Abstain

2. Ratification of Auditors. [ ] [ ] [ ]

For Against Abstain
3. Shareholder Proposal relating to
term limits for directors. [ ] [ ] [ ]

For Against Abstain
4. Shareholder Proposal relating to
the Company's Rights Plan. [ ] [ ] [ ]

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

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

Address Change
and/or Comments
Mark Here [ ]

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

Dated _____________________________,2000

_______________________________________
Signature of Shareholder(s)

Signature of Shareholder(s)

Votes MUST be indicated
(x) in Black or Blue ink. [X]

Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.

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

<PAGE> 30

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
Bruce W. Van Saun as proxies each with the power to appoint his substitute and
hereby authorizes each of them to represent and to vote, as designated on the
reverse hereof, all the shares of Common Stock of The Bank of New York Company,
Inc. held of record by the undersigned on March 20, 2000 at the Annual Meeting
of Shareholders to be held on May 9, 2000 or any adjournment thereof.

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

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.

<PAGE> 31

- --------------------------------------------------------------------------------
THE
BANK OF
NEW A REMINDER ABOUT OUR ANNUAL REPORT
YORK
COMPANY, INC.
- --------------------------------------------------------------------------------

The Annual Report is available on the Company's web page at www.bankofny.com

Any employee who owns Company stock in benefit plans can request a copy of the
Annual Report by sending a written request, along with a self-addressed
interoffice envelope, to:

Tina Di Scalfani, Public Relations, BN-OWS-31

[DOWN ARROW GRAPHIC] DETACH PROXY CARD HERE [DOWN ARROW GRAPHIC]
- --------------------------------------------------------------------------------

For Against Abstain

2. Ratification of Auditors. [ ] [ ] [ ]

For Against Abstain
3. Shareholder Proposal relating to
term limits for directors. [ ] [ ] [ ]

For Against Abstain
4. Shareholder Proposal relating to
the Company's Rights Plan. [ ] [ ] [ ]

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

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

Address Change
and/or Comments
Mark Here [ ]

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

Dated _____________________________,2000

_______________________________________
Signature of Shareholder(s)
Cede & Co.
Signature of Shareholder(s)

Votes MUST be indicated
(x) in Black or Blue ink. [X]

Sign, Date and Return this Voting Instruction Card
Promptly Using the Enclosed Envelope.

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

<PAGE> 32

EMPLOYEES' STOCK PURCHASE PLAN
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

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

THE BANK OF NEW YORK COMPANY, INC.
101 BARCLAY STREET
A LEVEL - PROXY DEPT

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

<PAGE> 33
- -------------------------------------------------------------------------------

THE
BANK OF
======== NEW ================================================================
YORK
COMPANY, INC.

TO PARTICIPANTS IN THE EMPLOYEES' PROFIT SHARING PLAN FUND D,
EMPLOYEES' STOCK PURCHASE PLAN, EMPLOYEES' INCENTIVE SAVINGS PLAN AND THE
EMPLOYEES' STOCK OWNERSHIP PLAN

Enclosed is the Proxy Statement for the 2000 Annual Meeting of Shareholders of
The Bank of New York Company, Inc.

Also enclosed are one or more proxy cards enabling you to vote the full shares
held for your account in each Plan in which you are a participant (fractional
share interests are not voted). With respect to full shares held for your
account under the Employees' Stock Ownership Plan, Employees' Incentive Savings
Plan and Fund D under the Employees' Profit Sharing Plan, by returning the
enclosed proxy card relating to such shares, you will be instructing the
respective trustees of those Plans to vote the shares held for your account as
you have indicated. Your shares are registered in a nominee name, which has
executed each of the enclosed proxy cards. Therefore, it is not necessary for
you to sign the proxy card(s). Please mark your vote on each card and return
each card in the enclosed envelope.

Patricia A. Bicket
Assistant Secretary

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