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Compensation and Organization Committee

Key Topics

General Information
Committee Meetings
Duties and Responsibilities

Text of The Bank of New York Company, Inc. Compensation and Organization Committee Charter

I.  General
This Charter sets forth the authority and duties of the Compensation and Organization Committee (the "Committee") of the Board of Directors (the "Board") of The Bank of New York Company, Inc. (the "Company") and The Bank of New York (the "Bank"). 

The Committee will discharge the Board's responsibility in matters relating to executive compensation and administration of the Company's incentive compensation and equity-based plans and will produce an annual report on executive compensation for inclusion in the Company's Proxy Statement, in accordance with applicable rules and regulations.  The principal responsibility in compensating executives is to align the incentives of the executives with actions that will enhance long-term shareholder value.

The Committee will report its activities to the Board on a regular basis and make such recommendations as the Committee deems necessary or appropriate.

The Committee will have the resources and authority appropriate to discharge its responsibilities, including authority to retain and terminate any compensation consulting firms used to assist in the evaluation of Chief Executive Officer ("CEO") or other senior executive compensation.

The Committee will have the authority to delegate to a subcommittee consisting of one or more members of the Committee such of its duties and responsibilities as it deems appropriate and advisable.

This charter will be published on the Company's Website, available in written form upon request, and referenced in the Company's Annual Report.

The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board of Directors when necessary.

II.  Membership
The Committee members will be appointed by the Board of Directors upon the recommendation of the Nominating and Governance Committee each year, and the Chairman of the Committee will be designated by the Board.

Committee members will serve at the pleasure of the Board and may be removed by the Board of Directors in its discretion.

The Committee will consist of three or more members, each of whom will satisfy, as determined by the Board of Directors, Securities and Exchange Commission rules, New York Stock Exchange Listing Standards, including those with respect to independence, and Department of Treasury Regulations concerning the independence of outside directors.

The composition of the Committee and its independence will be reviewed annually by the Board of Directors.

III.  Meetings
The Committee will meet as often as necessary to fulfill its duties and responsibilities.  

Minutes of meetings will be approved by the Committee and maintained.

The Committee may request any officer or employee of the Company, or the Company's outside advisors, or any special counsel or advisors to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.

IV.  Duties and Responsibilities
The Committee will:

February 24, 2005

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