THE BANK OF NEW YORK COMPANY, INC.
48 WALL STREET
NEW YORK, N.Y. 10286 
							
July 8, 1997



Mr. Thomas A. Renyi
The Bank of New York
48 Wall Street
New York, New York  10286

Dear Mr. Renyi:

	 The Bank of New York Company, Inc., a New York corporation (the 
"Company"), considers the establishment and maintenance of a sound and vital 
management to be essential to protecting and enhancing the best interests of 
the Company and its shareholders.  In this connection, the Company recognizes 
that, as is the case with many publicly held corporations, the possibility of 
a change in control may arise and that such possibility, and the uncertainty 
and questions which it may raise among management of the Company and its 
principal subsidiary, The Bank of New York (the "Bank"), may result in the 
departure or distraction of management personnel to the detriment of the 
Company and its shareholders.  Accordingly, the Board of Directors of the 
Company (the "Board") has determined that appropriate steps should be taken 
to reinforce and encourage the continued attention and dedication of members 
of management of the Company and the Bank to their assigned duties without 
distraction in circumstances arising from the possibility of a change in 
control of the Company.  In particular, the Board believes it important, 
should the Company or its shareholders receive a proposal for transfer of 
control of the Company, that you be able to assess and advise the Board 
whether such proposal would be in the best interests of the Company and its 
shareholders and to take such other action regarding such proposal as the 
Board might determine to be appropriate, without being influenced by the 
uncertainties of your own situation.

	 In order to induce you to remain in the employ of the Company, this 
letter agreement sets forth the severance benefits which the Company agrees 
will be provided to you in the event your employment with the Company or the 
Bank is terminated subsequent to a "change in control" of the Company under 
the circumstances described below.

<PAGE> 2

	 1.   Agreement to Provide Services; Right to Terminate.

	 (i)   Except as otherwise provided in paragraph (ii) below, the 
Company, the Bank or you may terminate your employment at any time, subject 
to the Company's providing the benefits hereinafter specified in accordance 
with the terms hereof.

	 (ii)  In the event a tender offer or exchange offer is made by a 
Person (as hereinafter defined) for more than 25% of the combined voting 
power of the Company's outstanding securities ordinarily having the right to 
vote at elections of directors ("Voting Securities"), including shares of the 
common stock of the Company, you agree that you will not leave the employ of 
the Company or the Bank (other than as a result of Disability or upon 
Retirement, as such terms are hereinafter defined) and will render the 
services contemplated in the recitals to this Agreement until such tender 
offer or exchange offer has been abandoned or terminated or a change in 
control of the Company, as defined in Section 3 hereof, has occurred. For 
purposes of this Agreement, the term "Person" shall mean and include any 
individual, corporation, partnership, group, association or other "person", 
as such term is used in Section 14(d) of the Securities Exchange Act of 1934 
(the "Exchange Act"), other than the Company, the Bank, any other subsidiary 
of the Company or any employee benefit plan(s) sponsored by the Company, the 
Bank or any other subsidiary of the Company.

	 2.   Term of Agreement.  This Agreement shall commence on the date 
hereof and shall continue in effect until December 31, 1999; provided, 
however, that commencing on January 1, 2000 and each January 1 thereafter, 
the term of this Agreement shall automatically be extended for one additional 
year unless at least 90 days prior to such January 1st date, the Company or 
you shall have given notice that this Agreement shall not be extended; and 
provided, further, that, notwithstanding the delivery of any such notice, 
this Agreement shall continue in effect for a period of twenty-four (24) 
months after a change in control of the Company, as defined in Section 3 
hereof, if such change in control shall have occurred during the term of this 
Agreement, as it may be extended by the first proviso set forth above.  
Notwithstanding anything in this Section 2 to the contrary, this Agreement 
shall terminate if you or the Company or the Bank terminate your employment 

<PAGE> 3

prior to a change in control of the Company.

	 3.   Change in Control.  For purposes of this Agreement, a "change 
in control" of the Company shall be deemed to occur if (A) any "person" (as 
such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), 
excluding the Company or any of its subsidiaries, a trustee or any fiduciary 
holding securities under an employee benefit plan of the Company or any of 
its subsidiaries, an underwriter temporarily holding securities pursuant to 
an offering of such securities or a corporation owned, directly or indirectly, 
by stockholders of the Company in substantially the same proportion as their 
ownership of the Company, is or becomes the "beneficial owner" (as defined in 
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of 
the Company representing 25% or more of the combined voting power of the 
Company's then outstanding securities ("Voting Securities"); or (B) during 
any period of not more than two years, individuals who constitute the Board 
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 so approved, cease for any reason to 
constitute a majority thereof; or (C) the shareholders of the Company approve 
a merger or consolidation of the Company with any other corporation, other 
than a merger or consolidation which would result in the Voting Securities of 
the Company outstanding immediately prior thereto continuing to represent 
(either by remaining outstanding or by being converted into Voting Securities 
of the surviving entity) at least 60% of the combined voting power of the 
Voting Securities of the Company or such surviving entity outstanding 
immediately after such merger or consolidation, or the shareholders of the 
Company approve a plan of complete liquidation of the Company or any 
agreement for the sale or disposition by the Company or all or substantially 
all of the Company's assets.

<PAGE> 4

	 4.   Termination Following Change in Control.  If any of the events 
described in Section 3 hereof constituting a change in control of the Company 
shall have occurred, you shall be entitled to the benefits provided in 
Section 5 hereof upon the termination of your employment with the Company or 
the Bank within twenty-four (24) months after such event, unless such 
termination is (a) because of your death or Retirement, (b) by the Company 
for Cause or Disability or (c) by you other than for Good Reason (as all such 
capitalized terms are hereinafter defined).

	 (i)   Disability.  Termination by the Company of your employment 
based on "Disability" shall mean termination because of your absence from 
your duties with the Company on a full time basis for one hundred eighty 
(180) consecutive days as a result of your incapacity due to physical or 
mental illness, unless within thirty (30) days after Notice of Termination 
(as hereinafter defined) is given to you following such absence you shall 
have returned to the full time performance of your duties.

	 (ii)  Retirement.  Termination by you or by the Company of your 
employment based on "Retirement" shall mean termination on or after your 
attainment of age sixty-five (65).

	 (iii) Cause.  Termination by the Company or the Bank of your 
employment for "Cause" shall mean termination upon (a) the willful and 
continued failure by you to perform substantially your duties with the 
Company or the Bank (other than any such failure resulting from your 
incapacity due to physical or mental illness) after a demand for substantial 
performance is delivered to you by the Chairman of the Board or President of 
the Company or the Chief Executive Officer of the Bank, as appropriate, which 
specifically identifies the manner in which such executive believes that you 
have not substantially performed your duties, or (b) the willful engaging by 
you in illegal conduct which is materially and demonstrably injurious to the 
Company or the Bank.  For purposes of this paragraph (iii), no act, or 
failure to act, on your part shall be considered "willful" unless done, 
or omitted to be done, by you in bad faith and without reasonable belief that 
your action or omission was in, or not opposed to, the best interests of the 
Company or the Bank.  Any act, or failure to act, based upon authority given 
pursuant to a resolution duly adopted by the Board or based upon the advice 
of counsel for the Company or the Bank shall be conclusively presumed to be 

<PAGE> 5

done, or omitted to be done, by you in good faith and in the best interests 
of the Company and the Bank.  It is also expressly understood that your 
attention to matters not directly related to the business of the Company or 
the Bank shall not provide a basis for termination for Cause so long as the 
Board has approved your engagement in such activities.  Notwithstanding the 
foregoing, you shall not be deemed to have been terminated for Cause unless 
and until there shall have been delivered to you a copy of a resolution duly 
adopted by the affirmative vote of not less than three-quarters of the entire 
membership of the Board at a meeting of the Board called and held for the 
purpose (after reasonable notice to you and an opportunity for you, together 
with your counsel, to be heard before the Board), finding that in the good 
faith opinion of the Board you were guilty of the conduct set forth above in 
(a) or (b) of this paragraph (iii) and specifying the particulars thereof in 
detail.

	 (iv)  Good Reason.  Termination by you of your employment for "Good 
Reason" shall mean termination based on:

	 (v)   Notice of Termination.  Any purported termination by the 
Company or the Bank or by you following a change in control shall be 
communicated by written Notice of Termination to the other party hereto.  For 
purposes of this Agreement, a "Notice of Termination" shall mean a notice 
which shall indicate the specific termination provision in this Agreement 
relied upon.

	 (vi)  Date of Termination.  "Date of Termination" following a change 
in control shall mean (a) if your employment is to be terminated for 
Disability, thirty (30) days after Notice of Termination is given (provided 
that you shall not have returned to the performance of your duties on a 
full-time basis during such thirty (30) day period), (b) if your employment 
is to be terminated by the Company or the Bank for Cause or by you pursuant 
to Sections 4(iv)(F) and 6 hereof or for any other Good Reason, the date 
specified in the Notice of Termination, or (c) if your employment is to be 
terminated by the Company or the Bank for any reason other than Cause, the 
date specified in the Notice of Termination, which in no event shall be a 
date earlier than ninety (90) days after the date on which a Notice of 
Termination is given, unless an earlier date has been expressly agreed to by 
you in writing either in advance of, or after, receiving such Notice of 
Termination.  In the case of termination by the Company or the Bank of your 

<PAGE> 6

employment for Cause, if you have not previously expressly agreed in writing 
to the termination, then within thirty (30) days after receipt by you of the 
Notice of Termination with respect thereto, you may notify the Company that a 
dispute exists concerning the termination, in which event the Date of 
Termination shall be the date set either by mutual written agreement of the 
parties or by the arbitrators in a proceeding as provided in Section 13 
hereof.  During the pendency of any such dispute, the Company or the Bank 
will continue to pay you your full compensation in effect just prior to the 
time the Notice of Termination is given and until the dispute is resolved in 
accordance with Section 13.

	 5.    Compensation Upon Termination or During Disability; Other 
	 Agreements.

	 (i)   During any period following a change in control of the Company 
that you fail to perform your duties as a result of incapacity due to 
physical or mental illness, you shall continue to receive your salary at the 
rate then in effect and any benefits or awards under any Plans shall continue 
to accrue during such period, to the extent not inconsistent with such Plans, 
until your employment is terminated pursuant to and in accordance with 
Sections 4(i) and 4(vi) hereof.  Thereafter, your benefits shall be determined 
in accordance with the Plans then in effect.  For purposes of this Agreement,
"Plan" shall mean any compensation plan such as an incentive, stock option
or restricted stock plan or any employee benefit plan such as a thrift,
pension, profit sharing, medical, disability, accident, life insurance plan
or a relocation plan or policy or any other plan, program or policy of the
Company or the Bank intended to benefit employees.

	 (ii)  If your employment shall be terminated for Cause following a 
change in control of the Company, the Company or the Bank shall pay you your 
salary through the Date of Termination at the rate in effect just prior to 
the time a Notice of Termination is given plus any benefits or awards 
(including both the cash and stock components) which pursuant to the terms of 
any Plans have been earned and are otherwise payable, but which have not yet 
been paid to you.  Thereupon the Company and the Bank shall have no further 
obligations to you under this Agreement.

<PAGE> 7

	 (iii) If, within twenty-four (24) months after a change in control 
of the Company, as defined in Section 3 above, shall have occurred, your 
employment by the Company or the Bank shall be terminated (a) by the Company 
or the Bank other than for Cause, Disability or Retirement or (b) by you for 
Good Reason, then the Company shall pay or cause the Bank to pay to you, no 
later than the fifth business day following the Date of Termination, without 
regard to any contrary provisions of any Plan, the following:

	 (A)   your salary through the Date of Termination at the rate in 
effect just prior to the time a Notice of Termination is given plus any 
benefits or awards (including both the cash and stock components) which 
pursuant to the terms of any Plans have been earned and otherwise payable, 
but which have not yet been paid to you; and

	 (B)   as severance pay a lump sum in cash equal to the sum of the 
following amounts:

	 (1)   three times the average annual salary and bonus paid to you 
during the 36 months immediately preceding the month in which the change in 
control occurs; and

	 (2)   the lump sum actuarial equivalent (utilizing actuarial 
assumptions no less favorable to you than those in effect under the Company's 
Retirement Plan immediately prior to the change in control) of the excess of 
the (A) benefits under the Company's Retirement Plan, Excess Benefit Plan and 
Supplemental Executive Retirement Plan (collectively, the "Defined Benefit 
Plans") which you would receive if your employment continued for three years 
after the Date of Termination, assuming for this purpose that (x) your 
accrued benefits under the Defined Benefit Plans were fully vested, (y) in 
each of the three years you received (a) salary at the annual rate in effect 
immediately prior to the change in control and (b) bonus compensation equal 
to the last bonus paid to you prior to the change in control and (z) there 
were no reduction or offset under the Defined Benefit Plans for the actuarial 
value of your account under the Employee Stock Ownership Plan of The Bank of 
New York Company, Inc. (the "ESOP"), over (B) the vested accrued benefits 

<PAGE> 8

payable under the Defined Benefit Plans as of the Date of Termination if 
there were no reduction or offset thereunder for the actuarial value of your 
ESOP account.

	 (iv)  If, within twenty-four (24) months after a change in control 
of the Company, as defined in Section 3 above, shall have occurred, your 
employment by the Company or the Bank shall be terminated (a) by the Company 
or the Bank other than for Cause, Disability or Retirement or (b) by you for 
Good Reason, then the Company shall maintain or cause the Bank to maintain in 
full force and effect, for the continued benefit of you and your dependents 
for a period terminating on the earliest of (a) three years after the Date of 
Termination, (b) the commencement date of equivalent benefits from a new 
employer or (c) your attainment of age sixty-five (65), all insured and 
self-insured employee welfare benefit Plans in which you were entitled to 
participate immediately prior to the Date of Termination, provided that your 
continued participation is possible under the general terms and provisions of 
such Plans (and any applicable funding media) and you continue to pay an 
amount equal to your regular contribution under such plans for such 
participation.  If, at the end of three years after the Termination Date, you 
have not reached your sixty-fifth birthday and you have not previously 
received or are not then receiving equivalent benefits from a new employer, 
the Company shall or cause the Bank to arrange, at its sole cost and expense, 
to enable you to convert your and your dependents' coverage under such Plans 
to individual policies or programs upon the same terms as employees of the 
Company and the Bank may apply for such conversions.  In the event that your 
participation in any such Plan is barred, the Company shall or cause the 
Bank, at its sole cost and expense, to arrange to have issued for the benefit 
of you and your dependents individual policies of insurance providing 
benefits substantially similar (on an after-tax basis) to those which you 
otherwise would have been entitled to receive under such Plans pursuant to 
this paragraph (iv) or, if such insurance is not available at a reasonable 
cost to the Company or the Bank, the Company shall or cause the Bank to 
otherwise provide you and your dependents with equivalent benefits (on an 
after-tax basis).  You shall not be required to pay any premiums or other 
charges in an amount greater than that which you would have paid in order to 
participate in such Plans.

<PAGE> 9         
	 
	 (v)   In the event it shall be determined that any payment, award, 
benefit or distribution (or any acceleration of any payment, award, benefit 
or distribution) by the Company (or any of its affiliated entities) or any 
entity which effectuates a change in control (or any of its affiliated 
entities) to or for your benefit, whether pursuant to the terms of this 
Agreement or otherwise, but determined without regard to any additional 
payments required under this Section 5 (the "Payments"), would be subject to 
the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, 
as amended (the "Code"), or any interest or penalties are incurred by you 
with respect to such excise tax (such excise tax, together with any such 
interest and penalties, are hereinafter collectively referred to as the 
"Excise Tax"), then the Company shall pay you an additional payment (a 
"Gross-Up Payment") in an amount such that after payment by you of all taxes 
(including any Excise Tax) imposed upon the Gross-Up Payment, you retain an 
amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed 
upon the Payments and (y) the product of any deductions disallowed because of 
the inclusion of the Gross-up Payment in your adjusted gross income and the 
highest applicable marginal rate of federal income taxation for the calendar 
year in which the Gross-up Payment is to be made.  For purposes of determining 
the amount of the Gross-up Payment, you shall be deemed to (i) pay federal 
income taxes at the highest marginal rates of federal income taxation for the 
calendar year in which the Gross-up Payment is to be made, (ii) pay 
applicable state and local income taxes at the highest marginal rate of 
taxation for the calendar year in which the Gross-up Payment is to be made, 
net of the maximum reduction in federal income taxes which could be obtained 
from deduction of such state and local taxes and (iii) have otherwise 
allowable deductions for federal income tax purposes at least equal to those 
which could be disallowed because of the inclusion of the Gross-up Payment in 
the Executive's adjusted gross income.  The Gross-up Payment under this 
paragraph (v) with respect to any Payment shall be made no later than thirty 
(30) days following such Payment.

	 As a result of the uncertainty in the application of Section 4999 of 
the Code at the time of the Determination, it is possible that Gross-Up 
Payments which will not have been made by the Company should have been made 
("Underpayment") or Gross-up Payments are made by the Company which should 
not have been made ("Overpayment"), consistent with the calculations required 

<PAGE> 10

to be made hereunder.  In the event that you are thereafter required to make 
payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall 
determine the amount of the Underpayment that has occurred and any such 
Underpayment (together with interest at the rate provided in Section 
1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for 
your benefit.  In the event the amount of the Gross-up Payment exceeds the 
amount necessary to reimburse you for your Excise Tax, the Accounting Firm 
shall determine the amount of the Overpayment that has been made and any such 
Overpayment (together with interest at the rate provided in Section 1274(b)(2) 
of the Code) shall be promptly paid by you (to the extent you have received a 
refund if the applicable Excise Tax has been paid to the Internal Revenue 
Service) to or for the benefit of the Company.  You shall cooperate, to the 
extent your expenses are reimbursed by the Company, with any reasonable 
requests by the Company in connection with any contests or disputes with the 
Internal Revenue Service in connection with the Excise Tax.

	 (vi)  Notwithstanding the provisions of paragraph (iii) of this 
Section 5, you shall receive in lieu of the amounts provided by subparagraph 
(B) thereof, the following amount if it is greater than the sum of the 
amounts provided by such subparagraph:  a lump sum in cash equal to 2.99 
times your annualized includible compensation for the base period" (as such 
term is defined in Section 280G(d)(1) of the Code), reduced, if applicable, 
to the maximum amount that could be paid to you without giving rise to the 
Excise Tax (the "Safe Harbor Cap").  The reduction of the amounts payable 
under this Agreement, if applicable, shall be made first by reducing the lump 
sum payment provided for in the preceding sentence unless an alternative 
method of reduction is elected by you.

	 (vii) All determinations required to be made under paragraphs (v) 
and (vi) of this Section, including whether and when a Gross-Up Payment is 
required and the amount of such Gross-Up Payment or the reduction of the 
Payments to the Safe Harbor Cap, as well as the assumptions to be utilized in 
arriving at such determinations, shall be made by the public accounting firm 
that is retained by the Company as of the date immediately prior to the 
change in control (the "Accounting Firm") which shall provide detailed 
supporting calculations both to the Company and you within fifteen (15) 
business days of the receipt of notice from the Company or you that there has 
been a Payment, or such earlier time as is requested by the Company 

<PAGE> 11

(collectively, the "Determination").  In the event that the Accounting Firm 
is serving as accountant or auditor for the individual, entity or group 
effecting the change in control, you may appoint another nationally 
recognized public accounting firm to make the determinations required 
hereunder (which accounting firm shall then be referred to as the Accounting 
Firm hereunder).  All fees and expenses of the Accounting Firm shall be borne 
solely by the Company and the Company shall enter into any agreement requested 
by the Accounting Firm in connection with the performance of the services 
hereunder.  If the Accounting Firm determines that no Excise Tax is payable 
by you, it shall furnish you with a written opinion to such effect, and to 
the effect that failure to report the Excise Tax, if any, on your applicable 
federal income tax return will not result in the imposition of a negligence 
or similar penalty.  In the event the Accounting Firm determines that the 
Payments shall be reduced to the Safe Harbor Cap, it shall furnish you with 
a written opinion to such effect.  The Determination by the Accounting Firm 
shall be binding upon the Company and you.
	 
	 (viii) Except as specifically provided in paragraph (iv) above, the 
amount of any payment provided for in this Section 5 shall not be reduced, 
offset or subject to recovery by the Company or the Bank by reason of any 
compensation earned by you as the result of employment by another employer 
after the Date of Termination, or otherwise.

	 6.  Successors; Binding Agreement.

	 (i)   The Company will seek, by written request at least five 
business days prior to the time a Person becomes a Successor (as hereinafter 
defined), to have such Person by agreement in form and substance satisfactory 
to you, assent to the fulfillment of the Company's obligations under this 
Agreement.  Failure of such Person to furnish such assent by the later of (A) 
three business days prior to the time such Person becomes a Successor or (B) 
two business days after such Person receives a written request to so assent 
shall constitute Good Reason for termination by you of your employment if a 
change in control of the Company occurs or has occurred.  For purposes of 
this Agreement, "Successor" shall mean any Person that succeeds to, or has 
the practical ability to control (either immediately or with the passage of 
time), the Company's business directly, by merger or consolidation, or 
indirectly, by purchase of the Company's Voting Securities or otherwise.

<PAGE> 12

	 (ii)  This Agreement shall inure to the benefit of and be enforceable 
by your personal or legal representatives, executors, administrators, 
successors, heirs, distributees, devisees and legatees.  If you should die 
while any amount would still be payable to you hereunder if you had continued 
to live, all such amounts, unless otherwise provided herein, shall be paid in 
accordance with the terms of this Agreement to your devisee, legatee or other 
designee or, if there be no such designee, to your estate.

	 (iii) For purposes of this Agreement, the "Company" shall include 
any corporation or other entity which is the surviving or continuing entity 
in respect of any merger, consolidation or form of business combination in 
which the Company ceases to exist.

	 7.    Fees, Expenses and Interest; Mitigation.

	 (i)   The Company shall, or cause the Bank to, reimburse you, on a 
current basis, for all reasonable legal fees and related expenses incurred by 
you in connection with the Agreement following a change in control of the 
Company, including, without limitation, (a) all such fees and expenses, if 
any, incurred in contesting or disputing any termination of your employment 
or incurred by you in seeking advice with respect to the matters set forth in 
Section 8 hereof or (b) your seeking to obtain or enforce any right or benefit 
provided by this Agreement, in each case, regardless of whether or not your 
claim is upheld by a court of competent jurisdiction; provided, however, you 
shall be required to repay any such amounts to the Company to the extent that 
a court issues a final and non-appealable order setting forth the 
determination that the position taken by you was frivolous or advanced by you 
in bad faith.  In addition to the fees and expenses provided herein, you 
shall also be paid interest on any disputed amount ultimately paid to you at 
the prime rate announced by the Bank from time to time from the date payment 
should have been made until paid in full.

	 (ii)  You shall not be required to mitigate the amount of any payment 
the Company or the Bank becomes obligated to make to you in connection with 
this Agreement, by seeking other employment or otherwise.

	 8.    Taxes.  All payments to be made to you under this Agreement 
will be subject to required withholding of federal, state and local income 
and employment taxes.  

<PAGE> 13

	 9.    Survival.  The respective obligations of, and benefits 
afforded to, the Company and you as provided in Sections 5, 6(ii), 7, 8, 13 
and 14 of this Agreement shall survive termination of this Agreement.

	 10.   Notice.  For the purposes of this Agreement, notices and all 
other communications provided for in the Agreement shall be in writing and 
shall be deemed to have been duly given when delivered or mailed by United 
States registered mail, return receipt requested, postage prepaid and 
addressed, in the case of the Company, to the address set forth on the first 
page of this Agreement or, in the case of the undersigned employee, to the 
address set forth below his signature, provided that all notices to the 
Company shall be directed to the attention of the Chairman of the Board or 
President of the Company, with a copy to the Secretary of the Company, or to 
such other address as either party may have furnished to the other in writing 
in accordance herewith, except that notice of change of address shall be 
effective only upon receipt.

	 11.   Miscellaneous.  No provision of this Agreement may be modified, 
waived or discharged unless such modification, waiver or discharge is agreed 
to in a writing signed by you and the Chairman of the Board or President of 
the Company.  No waiver by either party hereto at any time of any breach by 
the other party hereto of, or of compliance with, any condition or provision 
of this Agreement to be performed by such other party shall be deemed a 
waiver of similar or dissimilar provisions or conditions at the same or at 
any prior or subsequent time.  No agreements or representations, oral or 
otherwise, express or implied, with respect to the subject matter hereof have 
been made by either party which are not expressly set forth in this Agreement.  
The validity, interpretation, construction and performance of this Agreement 
shall be governed by the laws of the State of New York applied without regard 
to conflict of laws principles.

	 12.   Validity.  The invalidity or unenforceability of any provision 
of this Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement, which shall remain in full force and effect.

	 13.   Arbitration.  Any dispute or controversy arising under or in 
connection with this Agreement shall be settled exclusively by arbitration in 
New York City by three arbitrators in accordance with the rules of the 

<PAGE> 14

American Arbitration Association then in effect.  Judgment may be entered on 
the arbitrators' award in any court having jurisdiction; provided, however, 
that you shall be entitled to seek specific performance of your right to be 
paid until the Date of Termination during the pendency of any dispute or 
controversy arising under or in connection with this Agreement.  The Company 
shall bear all costs and expenses arising in connection with any arbitration 
proceeding pursuant to this Section 13.

	 14.   Employee's Commitment.  You agree that subsequent to your 
period of employment with the Company and the Bank, you will not at any time 
communicate or disclose to any unauthorized person, without the written 
consent of the Company, any proprietary processes of the Company or any 
subsidiary or other confidential information concerning their business, 
affairs, products, suppliers or customers which, if disclosed, would have a 
material adverse effect upon the business or operations of the Company and 
its subsidiaries, taken as a whole; it being understood, however, that the 
obligations of this Section 14 shall not apply to the extent that the 
aforesaid matters (a) are disclosed in circumstances where you are legally 
required to do so or (b) become generally known to and available for use by 
the public otherwise than by your wrongful act or omission.

	 15.   Related Agreements.  To the extent that any provision of any 
other agreement between the Company, the Bank or any of the Company's other 
subsidiaries and you shall limit, qualify or be inconsistent with any 
provision of this Agreement, then for purposes of this Agreement, while the 
same shall remain in force, the provision of this Agreement shall control and 
such provision of such other agreement shall be deemed to have been 
superseded, and to be of no force or effect, as if such other agreement had 
been formally amended to the extent necessary to accomplish such purpose.

	 16.   Counterparts.  This Agreement may be executed in several 
counterparts, each of which shall be deemed to be an original but all of 
which together will constitute one and the same instrument.

	 If this letter correctly sets forth our agreement on the subject 
matter hereof, kindly sign and return to the Company the enclosed copy of 

<PAGE> 15

this letter which will then constitute our agreement on this subject and will 
supersede our previous letter agreement dated October 11, 1994.

					Sincerely,

					THE BANK OF NEW YORK COMPANY, INC.


					By \s\ Phebe C. Miller
					   -------------------------------
					   Name: Phebe C. Miller
					   Title: Chief Legal Officer and
						  Secretary
Agreed to this     day
of           , 1997.

\s\ Thomas A. Renyi
- ----------------------
Thomas A. Renyi