2003 LTIP Plan Rules : BK

THE BANK OF NEW YORK COMPANY, INC.

2003 LONG-TERM INCENTIVE PLAN

1. PURPOSE. The purpose of the 2003 Long-Term Incentive Plan of The Bank of New
York Company, Inc. (the "Plan") is to promote the long term financial interests
of The Bank of New York Company, Inc. (the "Company"), including its growth and
performance, by encouraging employees of the Company and its subsidiaries to
acquire an ownership position in the Company, enhancing the ability of the
Company and its subsidiaries to attract and retain employees of outstanding
ability, and providing employees with an interest in the Company parallel to
that of the Company's stockholders.

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

"Award" shall mean an award determined in accordance with the terms of the Plan.

"Board of Directors" shall mean the Board of Directors of the Company.

"Committee" shall mean the Compensation and Organization Committee of the Board
of Directors.

"Common Stock" or "Stock" shall mean the common stock of the Company.

"Covered Employee" means, at the time of an Award (or such other time as
required or permitted by Section 162(m) of the Internal Revenue Code) (i) the
Company's Chief Executive Officer (or an individual acting in such capacity),
(ii) any employee of the Company or its subsidiaries who, in the discretion of
the Committee for purposes of determining those employees who are "covered
employees" under Section 162(m) of the Internal Revenue Code, is likely to be
among the four other highest compensated officers of the Company for the year in
which an Award is made or payable, and (iii) any other employee of the Company
or its subsidiaries designated by the Committee in its discretion.

"Exchange Act" shall mean the Securities Exchange Act of 1934.

"Fair Market Value" shall mean, per share of Stock, the closing price of the
Stock on the New York Stock Exchange (the "NYSE") on the applicable date, or, if
there are no sales of Stock on the NYSE on such date, then the closing price of
the Stock on the last previous day on which a sale on the NYSE is reported.

"Participant" shall mean an employee of the Company or its subsidiaries who is
selected by the Committee to participate in the Plan.

3. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 15
of the Plan, the number of new shares of Stock which shall be available for the
grant of Awards under the Plan shall not exceed 40,000,000, increased by the
number of shares remaining available for grant under the 1999 Long-Term
Incentive Plan of The Bank of New York Company, Inc. (the "1999 LTIP") and the
number of shares hereinafter provided for in the second paragraph of this
Section 3. Notwithstanding anything contained herein to the contrary, (i) no
fewer than 3,000,000 of the 40,000,000 new shares of Stock (subject to
adjustment as provided in Section 15 of the Plan) available for grant under the
Plan shall be available in the aggregate under the Plan for grants of restricted
stock in lieu of cash compensation, and (ii) no more than 3,000,000 of the
remaining 37,000,000 new shares of Stock (subject to adjustment as provided in
Section 15 of the Plan) available for grant under the Plan, shall be available
in the aggregate for grants of performance shares or other restricted stock.
Shares of Stock issued under the Plan may be authorized and unissued shares or
treasury shares, as the Company may from time to time determine.

Shares of Stock subject to an Award under the Plan or any prior long-term
incentive plan that, in whole or in part, expires unexercised or that is
forfeited, terminated or cancelled, and shares of Stock surrendered or withheld
from any Award under the Plan or any prior plan to satisfy a Participant's
income tax withholding obligation and shares of Stock owned by the Participant
that are tendered to pay for the exercise of a stock option under the Plan or
any prior plan shall thereafter again be available for grant under the Plan.

4. ADMINISTRATION. The Plan shall be administered by the Committee. A majority
of the Committee shall constitute a quorum, and the acts of a majority shall be
the acts of the Committee.

Subject to the provisions of the Plan, the Committee (i) (or its delegate,
within limits established by the Committee, with respect to non-Covered
Employees and employees who are not subject to Section 16 of

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the Exchange Act) shall select the Participants, determine the type of Awards to
be made to Participants, determine the shares or share units subject to Awards,
and (ii) shall have the authority to interpret the Plan, to establish, amend,
and rescind any rules and regulations relating to the Plan, to determine the
terms and provisions of any agreements entered into hereunder, and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any Award in the manner and to the extent it
shall deem desirable to carry it into effect. The determinations of the
Committee in the administration of the Plan, as described herein, shall be final
and conclusive.

5. ELIGIBILITY. All employees of the Company and its subsidiaries who have
demonstrated significant management potential or who have the capacity for
contributing in a substantial measure to the successful performance of the
Company, as determined by the Committee, are eligible to be Participants in the
Plan. In addition, the Committee may from time to time deem other employees of
the Company or its subsidiaries eligible to participate in the Plan to receive
awards of nonstatutory stock options.

6. AWARDS. Awards under the Plan may consist of: stock options (either
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code or nonstatutory stock options), performance shares, and restricted
stock grants. Awards of performance shares and restricted stock may provide the
Participant with dividends or dividend equivalents and voting rights prior to
vesting (whether based on a period of time or based on attainment of specified
performance conditions).

7. STOCK OPTIONS. The Committee shall establish the option price at the time
each stock option is granted, which price shall not be less than 100% of the
Fair Market Value of the Common Stock on the date of grant. Stock options shall
be exercisable for such period as specified by the Committee, but in no event
may options be exercised within one year from their date of grant (except as
otherwise provided in Section 11) or exercisable for a period of more than ten
years after their date of grant. The option price of each share as to which a
stock option is exercised shall be paid in full at the time of such exercise.
Such payment shall be made in cash, by tender of shares of Common Stock owned by
the Participant valued at Fair Market Value as of the date of exercise, subject
to such guidelines for the tender of Common Stock as the Committee may
establish, in such other consideration as the Committee deems appropriate, or by
a combination of cash, shares of Common Stock and such other consideration. In
no event may any Participant receive stock options with respect to more than
1,500,000 shares of Stock in any calendar year. At no time may the option price
of any outstanding stock option be reduced without prior approval of
shareholders of the Company.

8. PERFORMANCE SHARES. Performance shares may be granted in the form of actual
shares of Stock or share units having a value equal to an identical number of
shares of Stock. In the event that a stock certificate is issued in respect of
performance shares, such certificate shall be registered in the name of the
Participant but shall be held by the Company until the time the performance
shares are earned. The performance conditions and the length of the performance
period shall be determined by the Committee but in no event may a performance
period be less than twelve months. The Committee shall determine in its sole
discretion whether performance shares granted in the form of share units shall
be paid in cash, Stock, or a combination of cash and Stock.

Awards of performance shares to a Covered Employee shall (unless the Committee
determines otherwise) be subject to performance conditions based on the
achievement by (a) the Company of a target total shareholder return, earnings
per share or stock price, or (b) the Company or a specified business unit of (i)
a specified target operating or net income, return on assets or business
diversification, (ii) a specified target return on equity, (iii) one or more
operating ratios or results, (iv) market share, (v) cash flow, (vi) expense or
cost control, (vii) favorable comparison to competitors, or (viii) the
accomplishment of or the meeting of thresholds related to mergers, acquisitions,
dispositions or similar extraordinary business transactions, or any combination
of the above. If an Award of performance shares is made on such basis, the
Committee shall establish the relevant performance conditions within 90 days
after the commencement of the performance period (or such later date as may be
required or permitted by Section 162(m) of the Internal Revenue Code). The
Committee may, in its discretion, reduce or eliminate the amount of payment with
respect to an Award of performance shares to a Covered Employee, notwithstanding
the achievement of a specified performance condition. The maximum number of
performance shares subject to any Award to a Covered Employee, calculated prior
to any earn out factors, is 600,000 for each 12 months during the performance
period (or, to the extent the Award is paid in cash, the maximum dollar amount
of any such Award is the equivalent cash value of such number of Shares at the
closing price on the last trading day of the performance period). For purposes
of the

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immediately preceding sentence, "trading day" shall mean a day in which the
Shares are traded on the New York Stock Exchange. An Award of performance shares
to a Participant who is a Covered Employee shall (unless the Committee
determines otherwise) provide that in the event of the Participant's termination
of employment prior to the end of the performance period for any reason, such
Award will be payable only (A) if the applicable performance conditions are
achieved and (B) to the extent, if any, as the Committee shall determine.

9. RESTRICTED STOCK. Restricted stock may be granted in the form of actual
shares of Stock or share units having a value equal to an identical number of
shares of Stock. In the event that a stock certificate is issued in respect of
restricted stock, such certificate shall be registered in the name of the
Participant but shall be held by the Company until the end of the restricted
period. The employment conditions and the length of the period for vesting of
restricted stock shall be established by the Committee at time of grant. A
restricted period of not less than three years shall apply to shares of Stock
subject to restricted stock grants under the Plan, except that a restricted
period of less than three years may apply to such grants with respect to up to
three percent (3%) of the total shares of Stock available for the grant of
Awards under the Plan. The Committee shall determine in its sole discretion
whether restricted stock granted in the form of share units shall be paid in
cash, Stock, or a combination of cash and Stock.

10. AWARD AGREEMENTS. Each Award under the Plan shall be evidenced by an
agreement ("Award Agreement") setting forth the terms and conditions, as
determined by the Committee, which shall apply to such Award, in addition to the
terms and conditions specified in the Plan.

11. CHANGE IN CONTROL. In the event of a Change in Control, as hereinafter
defined, (i) the restrictions applicable to all shares of restricted stock and
restricted share units shall lapse and such shares and share units shall be
deemed fully vested, (ii) all restricted stock granted in the form of share
units shall be paid in cash, (iii) 200% of all performance shares granted in the
form of shares of Stock or share units shall be deemed to be earned in full and
fully vested, (iv) 200% of all performance shares granted in the form of share
units shall be paid in cash, and (v) each Participant who holds a stock option
that is not exercisable in full shall be entitled to receive a cash payment as
provided below with respect to the portion of the stock option which is not then
exercisable. The amount of any cash payment in respect of a restricted share
unit or performance share unit shall be equal to: (A) in the event the Change in
Control is the result of a tender offer or exchange offer for Common Stock, the
higher of the final offer price per share paid for the Common Stock or the
highest Fair Market Value of the Common Stock during the 90-day period ending on
the date of the Change in Control or (B) in the event the Change in Control is
the result of any other occurrence, the highest Fair Market Value of the Common
Stock during the 90-day period ending on the date of the Change in Control. The
amount to be paid in respect of the portion of any stock option which is not
exercisable shall be equal to the result of multiplying the number of shares of
Common Stock covered by such portion of the stock option by the difference
between (x) the per share value of Common Stock determined pursuant to the
preceding sentence, or such lower price as the Committee may determine with
respect to any incentive stock option to preserve its incentive stock option
status, and (y) the per share exercise price of such stock option.

A "Change in Control" shall be deemed to occur if (A) any "person" (as such term
is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), excluding the
Company or any of its subsidiaries, a trustee or any fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries, an underwriter temporarily holding securities pursuant to an
offering of such securities or a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportion as their
ownership of the Company, is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the Company's
then outstanding securities ("Voting Securities"); provided, however, that the
event described in this clause (A) shall not be deemed to be a Change in Control
if (x) it involves the acquisition of the Company's Voting Securities from the
Company in connection with the acquisition by the Company of a business or
operations of or controlled by such person, (y) a majority of the Incumbent
Directors (as defined below) approve a resolution providing expressly that such
acquisition does not constitute a Change in Control under this Section 11 and
(z) such person does not become the beneficial owner of 35% or more of the
Company's 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
(the "Incumbent Directors") 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)

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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 of the
Incumbent Directors then on the Board, either by a specific vote or by approval
of the proxy statement of the Company in which such person is named as a nominee
for director, without written objection to such nomination (each such new
director shall also be deemed to be an Incumbent Director) cease for any reason
to constitute a majority of the Board; provided, however, that no individual
initially elected or nominated as a director of the Company as a result of an
actual or threatened election contest with respect to directors, as a result of
any other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board or as a result of an actual or
threatened acquisition of 25% or more of the Company's Voting Securities shall
be deemed to be an Incumbent Director; or (C) there occurs the consummation of a
merger, consolidation, statutory share exchange or similar form of corporate
transaction involving the Company or any of its subsidiaries that requires the
approval of the Company's shareholders, whether for such transaction or the
issuance of securities in the transaction (a "Business Combination"), unless
immediately following such Business Combination: (i) at least 60% of the total
voting power of (x) the corporation resulting from such Business Combination
(the "Surviving Corporation"), or (y) if applicable, the ultimate parent
corporation that directly or indirectly has beneficial ownership of 95% or more
of the voting securities eligible to elect directors of the Surviving
Corporation (the "Parent Corporation"), is represented by the Company's Voting
Securities that were outstanding immediately prior to such Business Combination
(or, if applicable, is represented by shares into which such Voting Securities
were converted pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same proportion as the voting
power of the Company's Voting Securities among the holders thereof immediately
prior to the Business Combination and (ii) after giving effect to the Business
Combination, at least (I) a majority of the members of the board of directors of
the Surviving Corporation and of any corporation that owns 25% or more but less
than 50% of the Voting Securities of the Surviving Corporation or (II) a
majority of the members of the board of directors of any corporation that owns
at least 50% of the Voting Securities of the Surviving Corporation, were
Incumbent Directors at the time of the Board's approval of the execution of the
initial agreement providing for such Business Combination; or (D) the
shareholders of the Company approve a plan of complete liquidation of the
Company; or (E) the consummation of the sale or disposition by the Company of
all or substantially all of the Company's assets.

Notwithstanding anything contained herein to the contrary, if a Change in
Control occurs under clause (C) of the definition thereof, no amendment to the
provisions of this Section which is adopted in connection with or as a
consequence of the Change in Control shall be effective if it adversely affects
a Participant unless the Company's Chief Executive Officer immediately prior to
such Change in Control serves as Chief Executive Officer for 2 years thereafter
of the Surviving Corporation and, if applicable, of any corporation that owns at
least 50% of the Voting Securities of the Surviving Corporation.

12. WITHHOLDING. The Company shall have the right to deduct from any payment to
be made pursuant to the Plan the amount of any taxes required by law to be
withheld therefrom, or to require a Participant to pay to the Company such
amount required to be withheld prior to the issuance or delivery of any shares
of Stock or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such withholding obligation
by having the Company retain the number of shares of Stock whose Fair Market
Value equals the amount required to be withheld. Any fraction of a share of
Stock required to satisfy such obligation shall be disregarded and the amount
due shall instead be paid in cash to the Company.

13. NONTRANSFERABILITY. No Award shall be assignable or transferable, and no
right or interest of any Participant shall be subject to any lien, obligation or
liability of the Participant, except by will or the laws of descent and
distribution. Notwithstanding the immediately preceding sentence, the Committee
may, subject to the terms and conditions it may specify, permit a Participant to
transfer any nonstatutory stock options granted to him pursuant to the Plan to
one or more of his immediate family members or to trusts established in whole or
in part for the benefit of the Participant and/or one or more of such immediate
family members. During the lifetime of the Participant, a nonstatutory stock
option shall be exercisable only by the Participant or by the immediate family
member or trust to whom such stock option has been transferred pursuant to the
immediately preceding sentence. For purposes of the Plan, (i) the term
"immediate family" shall mean the Participant's spouse and issue (including
adopted and step children) and (ii) the phrase "immediate family members and
trusts established in whole or in part for the benefit of the Participant and/or
one or more of such immediate family members" shall be further limited, if
necessary, so that neither the transfer of a nonstatutory stock option to such
immediate family member or

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trust, nor the ability of a Participant to make such a transfer shall have
adverse consequences to the Company or the Participant by reason of Section
162(m) of the Internal Revenue Code.

14. NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company or its
subsidiaries. Further, the Company and its subsidiaries expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any agreement entered into
hereunder.

15. ADJUSTMENT OF AND CHANGES IN STOCK. In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange of
shares or other corporate change, or any distributions to common shareholders
other than regular cash dividends, the Committee may make such substitution or
adjustment, if any, as it deems to be equitable, as to the number or kind of
shares of Common Stock or other securities issued or reserved for issuance
pursuant to the Plan and to outstanding Awards.

16. AMENDMENT. The Board of Directors may amend, suspend or terminate the Plan
or any portion thereof at anytime (except as otherwise provided in Section 11),
provided that no amendment shall be made without stockholder approval if such
approval is necessary in order for the Plan to continue to comply with Rule
16b-3 under the Exchange Act.

17. EFFECTIVE DATE. The Plan shall be effective as of June 1, 2003, subject to
its approval by shareholders of the Company. Subject to earlier termination
pursuant to Section 16 of this Plan, the Plan shall have a term of five years
from its effective date.

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