THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Bank of New York Company, Inc. (The) (BK)

3/17/2006 Proxy Information

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

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, except as noted herein. Such customer transactions include borrowings from the Company and the Company's bank subsidiaries, 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 at the time credit was extended.

During 2005, John C. Malone, a director of the Company, was also Chairman and CEO of Liberty Media Corporation (‘‘Liberty’’), Chairman of Liberty Global, Inc., Chairman, CEO and President of Liberty Media International (‘‘LMI’’), which is a subsidiary of Liberty Global, Inc. (‘‘LGI’’), and Chairman and CEO of Discovery Holding Company (‘‘Discovery’’). During 2005, the Company extended credit to these companies and to certain of their affiliated entities at floating interest rates. The only indebtedness to the Company outstanding at any time during 2005, net of loans participated to the Bank, was under a $50 million committed syndicated credit facility to an affiliate of Discovery and under three committed syndicated credit facilities to affiliates of Liberty in the amounts of $48.3 million, $10.3 million and $1.5 million.

During 2005, a loan that had been made prior to 2005 to one entity affiliated with Liberty continued to be classified by the Bank as a potential problem loan. The outstanding loans to this entity were approximately $10.9 million at a month-end high point during 2005 and was approximately $356 thousand at year-end. In June, the Bank received $7.4 million in payment of a $10.3 million loan to this entity as the borrower sold assets. The Bank wrote off approximately $2.5 million of the loan, leaving a balance of $356 thousand, which the Bank expects to be repaid in 2006.

Prior to 2005, the Company established uncommitted facilities for total return swap transactions with Liberty involving Liberty 's publicly traded debt securities. Under such swaps, the Company would purchase publicly traded debt securities of Liberty (the ‘‘Debt Securities’’). Pursuant to the terms of each total return swap, the Company would pay Liberty interest based upon the face amount and stated interest rate of the Debt Securities and Liberty would pay the Company interest at market rates on the fair market value of the Debt Securities at the date the swap was entered into (the ‘‘Purchase Price’’). Upon maturity of each transaction, the Company would be obligated to pay Liberty any appreciation, and Liberty would be obligated to pay the Company any depreciation, in the value of the Debt Securities between the date of purchase and the maturity date. Liberty would post cash collateral equal to 10% of the fair value of the Debt Securities. The transactions would be terminated upon Liberty's purchase of the Debt Securities from the Company at the Purchase Price. There were no total return swaps between the Company and Liberty during 2005 and the facility was cancelled in 2005.

The Board considered credit exposures to entities affiliated with Mr. Malone when determining the independence of Mr. Malone. After a review of the status of the exposures, including a review of the credit extended by the Company, the potential problem loan and the total return swap facility cited herein, the Board determined that the Company's relationships with entities affiliated with Mr. Malone were not material to Mr. Malone personally and would not jeopardize Mr. Malone's judgments on behalf of the Company. The Board also determined that the aggregate size of the problem loan and the amount written off were immaterial relative to the assets of Liberty and that termination of the loan would not reasonably be expected to have a material and adverse effect on the financial condition or results of operations of Liberty.

During 2005, Brian L. Roberts, a director of the Company, was also Chairman and CEO of Comcast Corporation (‘‘Comcast’’). During 2005, the Company made loans to certain of Comcast's affiliated companies at floating interest rates. The only indebtedness to the Company outstanding at any time during 2005, net of loans participated to the Bank, was loans made under committed syndicated credit facilities to four affiliates of Comcast in the amounts of $50 million, $31.9 million, $19.1 million and $25 million. Prior to 2005, the Bank made a loan under a syndicated credit facility to an entity in which Comcast subsequently acquired an interest. Prior to Comcast's acquisition of its interest in the borrower, the loan had been classified as a potential problem loan. During 2005, the loan, which was performing as agreed and which had a high point of $19.1 million, continued to be classified as a potential problem loan until it was repaid in full in July 2005. During December 2005, the Bank issued a commitment to underwrite a new credit facility in the amount of $600 million to an entity affiliated with Comcast. That commitment, which was subject to Regulation O and approved by the Board, was never accepted by the entity and expired before year-end. The entity has accepted a commitment from the Bank to co-underwrite a credit facility in which each bank would have $300 million in credit risk until the facility is syndicated. The Bank anticipates that, after syndication, the Bank’s exposure will be approximately $30 million. Prior to syndication, the credit exposure would exceed 5% of the entity's assets. However, after syndication the credit exposure would be less than 5% of the assets of the borrower.

The Board considered credit exposures to Comcast and its affiliates when determining the independence of Mr. Roberts. After a review of the status of the exposures, including a review of the credits extended by the Company, the potential problem loan and underwriting commitment cited herein, the Board determined that the Company's relationships with Comcast and its affiliates were not material to Mr. Roberts personally and would not jeopardize Mr. Roberts' judgments on behalf of the Company. The Board also determined that the size of the potential problem loan was immaterial relative to Comcast's assets and that termination of the loan or the bank’s commitment to underwrite the syndicated facility would not reasonably be expected to have a material and adverse effect on the financial condition or results of operations of Comcast.

3/14/2005 proxy Information

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

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, except as noted herein. Such customer transactions include borrowings from the Company's bank subsidiaries, 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 ollectability or present other unfavorable features at the time credit was extended.

During 2004, John C. Malone, a director of the Company, was also Chairman of Liberty Media Corporation ("LMC") and Chairman, CEO and President of Liberty Media International, Inc. ("LMI"). During 2004, the Company made loans to LMC and certain of its affiliated entities at floating interest rates. The only indebtedness to the Company outstanding at any time during 2004, net of loans participated to the Bank, was pursuant to the total return swaps (discussed below) and a $34.5 million loan made by the Company under a syndicated credit facility to an affiliate of LMC, which was subsequently participated to the Bank. The borrower of the $34.5 million subsequently ceased to be an affiliate of LMC. In addition to indebtedness to the Company, the Bank made loans, which were outstanding in 2004, to LMC and certain of its affiliated companies and to LMI and certain of its affiliated companies.

During 2004, loans which had been made prior to 2004 to two entities affiliated with LMC continued to be classified by the Bank as potential problem loans. Outstanding loans to these two entities totaled approximately $21 million at their month end high point during 2004 and approximately $10.3 million at year-end. In May, the Bank eceived $4 million in payment of a $10.2 million loan to one entity as the borrower concluded insolvency proceedings and the Bank wrote off approximately $6.2 million of the loan. At year-end, the outstanding amount of the classified loan to the other entity was approximately $10.3 million, and the loan has been non-performing since June 2004. The Company agreed to provide up to $1.5 million of debtor-in-possession financing to this entity in 2005 to facilitate an orderly sale of the businesses of the entity. The Bank may incur a loss on a portion of its current $10.3 million loan. A third entity affiliated with LMC owed the Bank approximately $4 million in settlement of a foreign exchange transaction due in October 2002. As part of a restructuring in September 2004, the Bank recovered $3 million and wrote off $1 million.

The Company entered into total return swap transactions with LMC involving LMC's publicly traded debt securities. In connection with the transactions, the Company purchased publicly traded debt securities of LMC (the "Debt Securities"). Pursuant to the terms of each total return swap, the Company paid LMC interest based upon the face amount and stated interest rate of the Debt Securities and LMC paid the Company interest at market rates on the fair market value of the Debt Securities at the date the swap was entered into (the "Purchase Price"). Upon maturity of each transaction, the Company was obligated to pay LMC any appreciation, and LMC was obligated to pay the Company any depreciation, in the value of the Debt Securities between the date of purchase and the maturity date. LMC posted cash collateral equal to 10% of the fair value of the Debt Securities. The transactions were terminated upon LMC's purchase of the Debt Securities from the Company at the Purchase Price. The aggregate notional principal amount of the total return swaps was $35 million. There were no total return swaps between the Company and LMC outstanding on December 31, 2004.

The Board considered credit exposures to LMC and to LMI and their affiliates when determining the independence of Mr. Malone. After a review of the status of the exposures, including a review of the problem loans and the total return swaps cited herein, the Board determined that the Company's relationships with LMC and LMI and their affiliates were not material to Mr. Malone personally and would not jeopardize Mr. Malone's judgments on behalf of the Company. The Board also determined that the aggregate size of the problem loans and the swaps was immaterial relative to the assets of LMC and that termination of the loans or the swaps would not reasonably be expected to have a material and adverse effect on the financial condition or results of operations of LMC.

During 2004, Brian L. Roberts, a director of the Company, was also Chairman and CEO of Comcast Corporation ("Comcast"). During 2004, the Company made loans to certain of Comcast's affiliated companies at floating interest rates. The only indebtedness to the Company outstanding at any time during 2004, net of loans participated to the Bank, was a $50 million loan made by the Company, in 2004, under a syndicated credit facility to an affiliate of Comcast, which was subsequently participated to the Bank. At year-end 2004, there were no loans outstanding from the Company to Comcast or any of its affiliated entities.

Prior to 2004, the Bank made a loan under a syndicated credit facility to an entity in which Comcast subsequently acquired an interest. Prior to Comcast's acquisition of its interest in the borrower, approximately $33 million of the loan had been classified as a potential problem loan. During 2004, the loan continued to be classified as a potential problem loan and from January through March 2004, the borrower was not in compliance with a leverage covenant applicable to the facility. With the consent of the lenders, the borrower sold assets and repaid a portion of the loan. The credit agreement was then modified and the borrower is in compliance with its covenants. At year-end 2004, outstandings had declined to approximately $19 million, and the loan was performing as agreed but continued to be classified as a potential problem loan.

The Board considered credit exposures to Comcast and its affiliates when determining the independence of Mr. Roberts. After a review of the status of the exposures, including a review of the potential problem loan cited herein, the Board determined that the Company's relationships with Comcast and its affiliates were not material to Mr. Roberts personally and would not jeopardize Mr. Roberts' judgments on behalf of the Company. The Board also determined that the size of the potential problem loan was immaterial relative to Comcast's assets and that termination of the loan would not reasonably be expected to have a material and adverseeffect on the financial condition or results of operations of Comcast.

Mr. J. Carter Bacot served as Chairman and Chief Executive Officer of the Bank of New York Company, Inc. and The Bank of New York from 1982 until 1998.

3/12/2004 Proxy information

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, at the time they were made.

During 2003, John C. Malone, a director of the Company, was also Chairman of Liberty Media Corporation. During 2003, the Company made loans to Liberty Media Corporation and certain of its affiliated entities. There was no indebtedness to the Company outstanding at any time during 2003 net of loans participated to the Bank. In addition to the loans made by the Company, bank subsidiaries of the Company made loans, which were outstanding in 2003, to Liberty Media Corporation and certain of its affiliated companies. All of these loans were made, for a variety of corporate purposes, in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features at the time credit was extended.

During 2003, loans made to four entities affiliated with Liberty Media Corporation were classified by the Bank as potential problem loans. Outstanding loans, at month end, to these four entities totaled approximately $119 million at their highpoint during the year. In December 2003, two of these entities repaid in full their loans totaling approximately $87 million. At year-end, the classified loans to the other two entities had outstandings of approximately $21 million. About $11 million of loans to one of these entities became non-performing in December 2003; upon the completion of a proposed restructuring of the entity, the Bank anticipates a recovery of approximately 40% of the $11 million. A fifth entity affiliated with Liberty Media Corporation has owed the Bank approximately $4 million since October 2002 in settlement of a foreign exchange transaction. As part of a proposed restructuring of such entity and its affiliates, a subsidiary of the entity and the Bank would enter i nto an interest rate swap, the terms of which have been agreed in principal; under the terms of the proposed restructuring, the Bank anticipates a recovery of approximately 70% of the $4 million.

The Board considered credit exposures to Liberty and its affiliates when determining the independence of Mr. Malone. After a review of the status of the exposures, including a review of the problem loans cited herein, the Board determined that the Company’s relationships with Liberty and its affiliates were not material and would not jeopardize Mr. Malone’s judgments in behalf of the Company. The Board determined that the size of the problem loans was immaterial relative to Liberty’s assets and that termination of the loans would not reasonably be expected to have a material and adverse effect on the financial condition or results of operations of Liberty.

During 2003, Brian L. Roberts, a director of the Company, was also President and Chief Executive Officer of Comcast Corporation. Prior to 2003, the Company made loans to certain of Comcast Corporation’s affiliated companies, some of which loans were outstanding during 2003. There was no indebtedness to the Company outstanding at any time during 2003 net of loans participated to the Bank. During 2003, bank subsidiaries of the Company made loans to Comcast Corporation and certain of its affiliated companies. All of these loans were made, for a variety of corporate purposes, in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features at the time credit was extended.

During 2003, loans totaling approximately $33 million to one affiliate of Comcast Corporation were classified as potential problem loans, and since January 1, 2004, these loans have been in default of a leverage covenant. The Bank expects the borrower to sell assets and use the proceeds to repay a portion of the loans, after which the credit agreement would be modified and there would no longer be a default under the credit facility.

The Board considered credit exposures to Comcast and its affiliates when determining the independence of Mr. Roberts. After a review of the status of the exposures, including a review of the problem loans cited herein, the Board determined that the Company’s relationships with Comcast and its affiliates were not material and would not jeopardize Mr. Roberts’ judgments in behalf of the Company. The Board determined that the size of the problem loans was immaterial relative to Comcast’s assets and that termination of the loans would not reasonably be expected to have a material and adverse effect on the financial condition or results of operations of Comcast.

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

Certain of the Company's executive officers and directors and members of their immediate families are customers of the Company'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, at the time they were made.

3/31/2003 Proxy Information

During 2002, John C. Malone, a director of the Company, was also Chairman of Liberty Media Corporation. During 2002 the Company made loans to Liberty Media Corporation and certain of its affiliated entities. There was no indebtedness to the Company outstanding at any time during 2002 net of loans participated to the Bank. In addition to the loans made by the Company, bank subsidiaries of the Company made loans to Liberty Media Corporation and certain of its affiliated companies which were outstanding in 2002. All of these loans were made, for a variety of corporate purposes, in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features at the time they were made. During 2002, loans to two affiliated entities of Liberty Media Corporation were classified by the Bank as potential problem loans. Although the loans, totaling approximately $20 million, are presently performing, this action was taken because of concerns about the credit quality of the borrowers. Since October 2002, another affiliate of Liberty Media Corporation has owed the Bank approximately $4 million for a foreign exchange transaction. Payment is presently being negotiated in connection with the restructuring of that affiliate. The Bank has substantially reserved for the potential trading loss.

During 2002, Brian L. Roberts, a director of the Company, was also President and Chief Executive Officer of Comcast Corporation. During 2002, the Company made loans to certain of Comcast Corporation's affiliated companies. There was no indebtedness to the Company outstanding at any time during 2002 net of loans participated to the Bank. In addition, bank subsidiaries of the Company made loans to Comcast Corporation and certain of its affiliated companies. All of these loans were made, for a variety of corporate purposes, in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

During 2002, J. Carter Bacot, a director of the Company, was a party to a consulting agreement with the Company pursuant to which he was paid $100,000.