Exhibit 10(c)

AMENDMENT TO
THE BANK OF NEW YORK COMPANY, INC.
EXCESS CONTRIBUTION PLAN

WHEREAS, The Bank of New York Company, Inc. Excess Contribution Plan (the "Excess Contribution Plan") was amended and restated, effective as of July 10, 1990; and WHEREAS, Section 19 of the Excess Contribution Plan provides that the Compensation Committee of the Board of Directors of The Bank of New York Company, Inc. may amend the Excess Contribution Plan at any time, except in certain respects not material hereto; and
WHEREAS, the Compensation Committee desires to amend the Excess Contribution Plan;
NOW, THEREFORE, the Excess Contribution Plan is hereby amended in the following respects, effective as of January 1, 1994:
1. Section 10 of the Excess Contribution Plan is amended in its entirety to read as follows:
10. Purpose. The purpose of Part II of the Plan is to provide employees of the Company with payment of the amounts which would have been credited on their behalf under the Profit-Sharing Plan and the ESOP except for the limitations imposed by Section 401(a)(17) of the Code.

2. Section 11 of the Excess Contribution Plan is amended by amending the first sentence thereof to read as follows:
Each employee of The Bank of New York who is a partici- pant in the Profit-Sharing Plan or the ESOP shall be a Participant in Part II of the Plan.

IN WITNESS WHEREOF, The Bank of New York Company, Inc. has caused this Amendment to be executed by its duly authorized officers this 23rd day of February , 1994.

                              \s\ Alan R. Griffith
                              ______________________________
ATTEST:

\s\ Jacqueline R. McSwiggan
____________________________
     Assistant Secretary

AMENDMENT TO
THE BANK OF NEW YORK COMPANY, INC.
EXCESS CONTRIBUTION PLAN

WHEREAS, The Bank of New York Company, Inc. Excess Contribution Plan (the "Excess Contribution Plan") was amended and restated, effective as of July 10, 1990; and WHEREAS, Section 19 of the Excess Contribution Plan provides that the Board of Directors of The Bank of New York Company, Inc. may amend the Excess Contribution Plan at any time, except in certain respects not material hereto; and WHEREAS, the Board of Directors desires to amend the Excess Contribution Plan;
NOW, THEREFORE, the Excess Contribution Plan is hereby amended in the following respects, effective as of February 1, 1993:
1. Section 2 of the Excess Contribution Plan is amended by the addition of a sentence at the end thereof to read as follows:
Notwithstanding the foregoing, no employee shall be a Participant in Part I of the Plan if he is eligible for benefits under the Preservation of Benefits Plan of National Community Bank of New Jersey.

2. Section 11 of the Excess Contribution Plan is amended by the addition of a sentence at the end thereof to read as follows:
Notwithstanding the foregoing, no employee shall be a Participant in Part II of the Plan if he is eligible for benefits under the Preservation of Benefits Plan of National Community Bank of New Jersey.

IN WITNESS WHEREOF, The Bank of New York Company, Inc. has caused this Amendment to be executed by its duly authorized officers this 9th day of November, 1993.

                              \s\ Alan R. Griffith
                              ______________________________
ATTEST:

\s\ Jacqueline R. McSwiggan
____________________________
     Assistant Secretary

Exhibit 10(e)

AMENDMENT TO
THE BANK OF NEW YORK COMPANY, INC.
EXCESS BENEFIT PLAN

WHEREAS, The Bank of New York Company, Inc. Excess Benefit Plan (the "Excess Benefit Plan") was amended and restated, effective as of July 10, 1990; and WHEREAS, Section 17 of the Excess Benefit Plan provides that the Compensation Committee of the Board of Directors of The Bank of New York Company, Inc. may amend the Excess Benefit Plan at any time, except in certain respects not material hereto; and
WHEREAS, the Compensation Committee desires to amend the Excess Benefit Plan;
NOW, THEREFORE, the Excess Benefit Plan is hereby amended in the following respects, effective as of January 1, 1994:
1. Section 9 of the Excess Benefit Plan is amended in its entirety to read as follows:
9. Purpose. The purpose of Part II of the Plan is to provide employees of the Company with retirement benefits which would have been provided under the Retirement Plan except for the limitations imposed by
Section 401(a)(17) of the Code.

2. Section 10 of the Excess Benefit Plan is amended by amending the first sentence thereof to read as follows:
Each employee of The Bank of New York who is a participant in the Retirement Plan shall be a Participant in Part II of the Plan.

IN WITNESS WHEREOF, The Bank of New York Company, Inc. has caused this Amendment to be executed by its duly authorized officers this 23rd day of February, 1994.

                              \s\ Alan R. Griffith
                              ______________________________
ATTEST:

\s\ Jacqueline R. McSwiggan
____________________________
     Assistant Secretary

AMENDMENT TO
THE BANK OF NEW YORK COMPANY, INC.
EXCESS BENEFIT PLAN

WHEREAS, The Bank of New York Company, Inc. Excess Benefit Plan (the "Excess Benefit Plan") was amended and restated, effective as of July 10, 1990; and WHEREAS, Section 17 of the Excess Benefit Plan provides that the Board of Directors of The Bank of New York Company, Inc. may amend the Excess Benefit Plan at any time, except in certain respects not material hereto; and WHEREAS, the Board of Directors desires to amend the Excess Benefit Plan;
NOW, THEREFORE, the Excess Benefit Plan is hereby amended in the following respects, effective as of February 1, 1993:
1. Section 2 of the Excess Benefit Plan is amended by amending the last sentence thereof to read as follows:
Notwithstanding the foregoing, no employee shall be a Participant in Part I of the Plan if he is eligible for benefits under (i) the Excess Benefit Plan of Irving Bank Corporation and Affiliated Companies, or (ii) the Preservation of Benefits Plan of National Community Bank of New Jersey.

2. Section 10 of the Excess Benefit Plan is amended by amending the last sentence thereof to read as follows:
Notwithstanding the foregoing, no employee shall be a Participant in Part II of the Plan if he is eligible for benefits under (i) the Excess Benefit Plan of Irving Bank Corporation and Affiliated Companies, or (ii) the Preservation of Benefits Plan of National Community Bank of New Jersey.

IN WITNESS WHEREOF, The Bank of New York Company, Inc. has caused this Amendment to be executed by its duly authorized officers this 9th day of November, 1993.

                              \s\ Alan R. Griffith
                              ______________________________
ATTEST:

\s\ Jacqueline R. McSwiggan
____________________________
     Assistant Secretary

Exhibit 10(g)

1994 MANAGEMENT INCENTIVE COMPENSATION PLAN
OF THE BANK OF NEW YORK COMPANY, INC.

1. Purpose. The purpose of the 1994 Management Incentive Compensation Plan of The Bank of New York Company, Inc. (the "Plan") is to promote the financial interests of The Bank of New York Company, Inc. (the "Company") and its subsidiaries, including its growth, by (i) attracting and retaining officers and key personnel possessing outstanding ability; (ii) motivating officers and key personnel by means of performance-related incentives; and (iii) providing incentive compensation opportunities which are competitive with those of other major banking companies.
2. Definitions. The following definitions are applicable to the Plan:
"Average Shareholders' Equity" means the average of the daily amounts of shareholders' equity during the Plan Year as shown on the Company's consolidated balance sheet.
"Board of Directors" means the Board of Directors of the Company.
"Compensation Committee" means the Compensation Committee of the Board of Directors.
"Covered Employee" means, for any Plan Year, the Company's Chief Executive Officer (or an individual acting in such capacity) and 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 such Plan Year.
"Incentive Fund" means the amount available for awards under the Plan with respect to each Plan Year. Such amount shall in no event, however, exceed 10% of the amount by which Income exceeds 7% of the Average Shareholders' Equity for the Plan Year.
"Income" for any year means the consolidated net income of the Company for such year, as reported to shareholders. This amount shall be adjusted to exclude to the extent, if any, determined by the Compensation Committee, unusual or non-recurring items of income and expense.
"Participant" means an employee of the Company or its subsidiaries who is selected to participate in the Plan.

"Plan Year" means the calendar year.

3. Administration. The Plan shall be administered by the Compensation Committee, which shall in no event have as a member a person entitled to an award under the Plan. A majority of the Compensation Committee shall constitute a quorum, and the acts of a majority of the members present, or acts approved in writing by a majority of the Compensation

Committee without a meeting, shall be the acts of the Compensation Committee.
Subject to the express provisions of the Plan, the Compensation Committee shall have authority to:
(i) select the Participants;
(ii) determine the size of the awards to be made under the Plan, subject to Section 5 hereof; and
(iii) establish from time to time regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary or advisable for the administration of the Plan.
4. Participation. Participants in the Plan shall be selected for each Plan Year from those employees of the Company and its subsidiaries who have contributed, or have the capacity for contributing, in a substantial measure to the successful performance of the Company for that Plan Year. No director who is not an employee of the Company or any of its subsidiaries may be a Participant in the Plan. No employee shall at any time have a right to be selected as a Participant in the Plan for any Plan Year, to be entitled automatically to an award, nor, having been selected as a Participant for one Plan Year, to be a Participant in any other Plan Year.
5. Maximum Amount Available for Awards. The maximum amount which may be paid as awards for any Plan Year shall be limited to the amount of the Incentive Fund for that

year. If the accounting rules or principles to which the Company is subject are changed, or if the Company elects to change its method of accounting, after the effective date of the Plan so as to materially change, in the judgment of the Compensation Committee, the manner in which Income is determined, the Compensation Committee may make such adjustments as it deems advisable in order to arrive at substantially the same amounts as would have been derived if the accounting rules, principles or methods applicable on the effective date of the Plan were in effect. The amount of the Incentive Fund shall be computed by the Company in accordance with the Plan.
6. Determination of Awards. Subject to the provisions of Section 5 hereof, (i) the Compensation Committee, with the approval of the Board of Directors, shall determine the total amount of awards for each Plan Year, and
(ii) the Compensation Committee shall determine the award for each Participant, taking into consideration, as it deems appropriate, the individual performance for the Plan Year of the Participant.
7. Awards to Covered Employees. Notwithstanding anything contained herein to the contrary, the award for any Plan Year to a Participant who is a Covered Employee may be determined on the basis of (A) the achievement by the Company of a specified target earnings per share, return on equity or net income, (B) the achievement by a business unit of the

Company of a specified target net income or market share, or
(C) any combination of the goals set forth in (A) and (B) above. If an award is made on such basis, the Compensation Committee shall establish such goals prior to the beginning of the Plan Year (or such later date as may be prescribed by the Internal Revenue Service for purposes of Section 162(m) of the Internal Revenue Code). The Compensation Committee may, in its discretion, reduce or eliminate an award to a Covered Employee, notwithstanding the achievement of a specified target. Awards to each Covered Employee for each Plan Year will be limited to a maximum of 200% of the Covered Employee's annual salary at the rate in effect on the first day of such Plan Year. An award for a Plan Year to a Participant who is a Covered Employee may, in the discretion of the Compensation Committee, provide that in the event of the Participant's termination of employment during the Plan Year for any reason, such award will be payable only (A) if the applicable target is achieved and (B) to the extent, if any, as the Compensation Committee shall determine. Any award paid with respect to a Plan Year under this Section shall not be subject to the provisions of Section 5, 6 or 9 hereof, but shall reduce the amount of the Incentive Fund for such Plan Year.
8. Payment of Awards. Awards under the Plan shall be paid in cash within 90 days of the close of the Plan Year.

9. Termination of Employment. A Participant shall not be entitled to receive payment of an award, unless the Compensation Committee determines otherwise, if at any time prior to payment of the award (i) the Participant's employment terminates for any reason, including retirement, or (ii) the Participant gives or receives notice of termination for any reason, including retirement.
10. No Assignments and Transfers. A Participant shall not assign, encumber or transfer his rights and interests under the Plan and any attempt to do so shall render those rights and interests null and void.
11. No Rights to Awards or Employment. No employee of the Company or its subsidiaries or other person shall have any claim or right to be granted an award under this Plan. Neither the Plan nor any action taken thereunder shall be construed as giving any employee any right to be retained in the employ of the Company or its subsidiaries.
12. Withholding Tax. The Company shall deduct from all amounts paid any taxes required by law to be withheld with respect to such payments.
13. Amendment or Termination. The Board of Directors may amend, suspend or terminate the Plan or any portion thereof at any time.
14. Effective Date. The Plan shall be effective as of January 1, 1994.

15. Term. Subject to earlier termination pursuant to the provisions of Section 13, the Plan shall have a term of ten years from its effective date.

Exhibit 10(k)

AMENDMENT TO
THE BANK OF NEW YORK COMPANY, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

WHEREAS, The Bank of New York Company, Inc. Supplemental Executive Retirement Plan (the "Plan") was adopted by the Board of Directors of The Bank of New York Company, Inc., effective as of June 9, 1992; and WHEREAS, Section 9 of the Plan provides that the Compensation Committee of the Board of Directors may amend the Plan at any time, except in certain respects not material hereto; and
WHEREAS, the Compensation Committee desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended in the following respects, effective as of March 9, 1993:
1. Section 4 of the Plan is amended by deleting the second sentence thereof and substituting therefor the following:
A Participant listed on Exhibit A whose employment terminates prior to attaining age 60, other than by reason of death, shall also be entitled to a Benefit under the Plan. Any other Participant whose employment terminates prior to attaining age 60, other than by reason of death, shall not be entitled to a Benefit under the Plan except as determined by the Committee in its discretion.

2. Section 5(b) of the Plan is amended by the deletion of the first sentence thereof and the substitution therefor of the following:
The Benefit payable under the Plan to a Participant listed on Exhibit A whose employment terminates prior to

attaining age 60, other than by reason of death, shall be equal to the amount of the Benefit provided in paragraph (a) of this Section, subject to reduction (if any) in accordance with the provisions of the Retirement Plan for payment as of the first day of the month coin- ciding or following the later of the date the Partici- pant attains age 55 or the date of the Participant's termination of employment. If the Committee determines that any other Participant whose employment terminates prior to attaining age 60, other than by reason of death, is entitled to a Benefit under the Plan, the amount thereof shall be equal to the amount of the Benefit provided in paragraph (a) of this Section, subject to reduction (if any) in accordance with the provisions of the Retirement Plan for payment as of such date as determined by the Committee.

3. Section 5(c) of the Plan is amended in its entirety to read as follows:
(c) Unless the Committee, in its discretion, directs payment in a different form or at a different time, payment of a Benefit to a Participant shall be made in the form of a lump sum within 30 days after:

(i) the Participant's termination of employment with the Company, if his employment terminates on or after the date he attains age 60, other than by reason of death,

(ii) the first day of the month coinciding with or following the later of the date the Participant attains age 55 or the date of the Participant's termination of employment, if the Participant is listed on Exhibit A and his employment terminates prior to attaining age 60, other than by reason of death, or

(iii) as of such date as determined by the Committee, if the Committee determines that a Participant who is not listed on Exhibit A and whose employment terminates prior to attaining age 60, other than by reason of death, is entitled to a Benefit under the Plan.

In the event of the Participant's death while an active employee of the Company, payment of a Benefit to a Participant's spouse shall, unless the Committee, in its discretion, directs payment in a different form or at a

different time, be made in a lump sum within 30 days after the later of:

(i) the date of the Participant's death,

(ii) the date on which benefits are payable to the Participant's spouse under the Retirement Plan, or

(iii) the date on which benefits would have been payable to the Participant's spouse under the Retirement Plan if the service with the Company of a Participant who is or has been a member of the Irving Plan were taken into account as provided under the Retirement Plan.

Lump sum payments under this paragraph shall be deter- mined based on the actuarial assumptions in effect under the Retirement Plan immediately prior to the date of payment.

Notwithstanding anything contained herein to the contrary, in the event of a change of control of the Company (as defined below), the Committee may not direct payment of a Benefit to a Participant or to a Parti- cipant's spouse in a different form or at a different time. For purposes of this Section, a "change of control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 1(a) of the Current Report on Form 8-K, as in effect on March 9, 1993, pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934; provided that, without limitation, such change of control shall be deemed to have occurred at such time as
(a) any "person" (within the meaning of Section 14(d) of the Securities Exchange Act of 1934), other than the Company or an employee benefit plan sponsored by the Company, acquires more than 25% of combined voting power of the outstanding securities of The Bank of New York Company, Inc. ordinarily having the right to vote at elections of directors, including shares of common stock of The Bank of New York Company, Inc.; (b) there is a sale or divestiture of all or substantially all of the assets of the Company; or (c) during any two-year period, individuals who constitute the Board of Directors of The Bank of New York Company, Inc. (the "Incumbent Board") as of the beginning of the period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director during such period whose election or nomination for election by the shareholders of The Bank of New York

Company, Inc. was approved by a vote of at least three- quarters of the Incumbent Board (either by a specific vote or by approval of the proxy statement of The Bank of New York Company, Inc. in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of this clause (c), considered as though such person were a member of the Incumbent Board.

4. Exhibit A is added to the Plan to read as follows:

Exhibit A

Vested Participants

The following Participants shall be entitled to a Benefit under the Plan in the event of their termination of employment prior to attaining age 60, other than by reason of death:

Alan R. Griffith
Samuel F. Chevalier
Thomas A. Renyi
Richard D. Field
Richard A. Pace
Robert J. Mueller

IN WITNESS WHEREOF, The Bank of New York Company, Inc. has caused this Amendment to be executed by its duly authorized officers this 9th day of March, 1993.

                                    \s\ Charles E. Rappold II
                                    __________________________
ATTEST:


\s\ Jacqueline R. McSwiggan
____________________________
     Assistant Secretary

Exhibit 10(m)

GRANTOR TRUST AGREEMENT

THIS AGREEMENT, made as of the 16th day of November, 1993, by and between THE BANK OF NEW YORK COMPANY, INC., a corporation organized and existing under the laws of the State of New York (hereinafter referred to as the "Com- pany"), and UNITED STATES TRUST COMPANY OF NEW YORK, a cor- poration organized and existing under the laws of the State of New York (hereinafter referred to as the "Trustee"),
W I T N E S S E T H :
WHEREAS, the Company is obligated under certain executive compensation plans and agreements, which are listed on Exhibit I hereto (the "Plans"), to make payment of certain amounts to current employees of the Company and its sub- sidiaries (the "Participants") under certain circumstances; and
WHEREAS, the Company wishes to provide a separate source of funds to enable payment of such amounts to certain Participants who are intended to be covered by this Agreement (the "Covered Participants"); and
WHEREAS, the Trustee is not a party to the Plans and makes no representations with respect thereto, and all representations and recitals with respect to the Plans shall be deemed to be those of the Company;
NOW, THEREFORE, the Company and the Trustee agree as follows:

FIRST: Definition of Change in Control. For purposes of this Agreement, a "Change in Control" shall be deemed to occur if (i) a change in control of the Company would be required to be reported in response to item 1(a) of the Current Report of Form 8-K, as in effect on the date hereof, pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(ii) any "person" within the meaning of Section 14(d) of the Exchange Act (x) becomes the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of more than 25% of the then combined voting power of the out- standing securities of the Company ordinarily having the right to vote at the election of directors ("Voting Secu- rities"), otherwise than through a transaction or trans- actions arranged by, or consummated with the prior approval of, the Board of Directors of the Company, or (y) acquires by proxy or otherwise the right to vote for the election of directors, for any merger or consolidation of the Company or for any other matter or question more than 35% of the then outstanding voting securities of the Company, otherwise than through an arrangement or arrangements consummated with the prior approval of the Board of Directors of the Company; or
(iii) during any two-year period, individuals who constitute the Board of Directors of the Company (the "Incumbent Board") as of the beginning of the period cease for any reason to

constitute at least a majority thereof, provided that any person becoming a director during such period whose election or nomination for election by the Company's stockholders was approved by a vote of at least three-quarters of the Incum- bent 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 objection to such nomina- tion) shall be, for purposes of this clause (iii), considered as though such person were a member of the Incumbent Board.
Notwithstanding the foregoing, for purposes of this Agreement, the Trustee shall not be deemed to have knowledge that a Change in Control has occurred until it has received written notice thereof from the Company or a Covered Participant.
SECOND: Creation of Trust. (a) The Company hereby establishes with the Trustee and the Trustee hereby accepts a trust consisting of such cash, Letters of Credit (as defined herein) or other property acceptable to the Trustee as shall be paid or delivered to the Trustee from time to time (hereafter called the "Fund"). The Company may, in its discretion, deliver to the Trustee one or more irrevocable letters of credit, which shall be substantially in the form of Exhibit II hereto (referred to hereinafter as the "Letters of Credit"). Each Letter of Credit shall name the Trustee as beneficiary and shall provide that any notices

to the Trustee thereunder shall be sent to it at the address specified in Article TENTH.
(b) The Trustee shall hold the Fund in trust and manage and administer it in accordance with the terms and provisions of this Agreement.
(c) The trust created herein is intended to be a Grantor Trust under the provisions of Sections 671 through 677 of the Internal Revenue Code.
(d) The Company may, prior to a Change in Control, revoke the trust by written notice to the Trustee. Upon such revocation, the Trustee shall cancel all Letters of Credit, the trust shall terminate and all assets of the Fund, after payment of any unpaid fees and expenses of the Trustee, shall be paid to the Company.
(e) After a Change in Control, the trust shall become irrevocable and shall be held for the exclusive purpose of providing benefits to Covered Participants in accordance with the provisions of this Agreement. THIRD: Payments from Fund. (a) The Company shall provide the Trustee with a schedule (the "Payment Schedule") of Participants, indicating (i) the amount payable to or in respect of each Covered Participant upon such Covered Par- ticipant's termination of employment or providing formulae, or instructions, acceptable to the Trustee, utilizing readily determinable and objective information, for determining such

amounts, (ii) the form in which such amount is to be paid (as provided for or available under the Plans), and (iii) the time for commencement of such payment. As appropriate, based upon the terms of the Plans and the implementation of those terms by the Company, and at least annually, the Company shall adjust the amounts payable to or in respect of Participants, shall add or delete Participants at any time prior to a Change in Control and, if appropriate, shall change the formulae or instructions for determining such amounts (provided such formulae or instructions are acceptable to the Trustee) by submitting a new or amending the existing Payment Schedule. The Company shall provide promptly to each Covered Participant the information on the Payment Schedule pertaining to that Covered Participant, including all changes and adjustments. In the event of any change in the Payment Schedule after a Change in Control or if after a Change in Control the Payment Schedule is not adjusted or changed at a time when a Covered Participant believes it should, the Covered Participant affected thereby shall have the right, if he disagrees with such adjustment or change or failure to make an adjustment or change, to furnish information to the Trustee concerning the appropriate amount payable to the Covered Participant. The Trustee shall be obligated to pay from the Fund amounts based upon a Payment Schedule as adjusted, if applicable, to reflect information

supplied by the Covered Participant. After a Change in Control, no additions to or deletions from the list of Covered Participants shall be permitted.
(b) The Trustee shall create a separate account (the "Account") in the Fund for each Covered Participant. At the time of each contribution to the Fund or establishment and delivery to the Trustee of a Letter of Credit, the Company shall designate in writing the allocation among the Accounts of such contribution and Letter of Credit. The Trustee shall hold all Accounts as a consolidated single fund. The Fund shall be revalued by the Trustee as of the last business day of each calendar quarter at current market values, as determined by the Trustee. For valuation purposes, a Letter of Credit shall be deemed to have a fair market value equal to the remaining amount available for draw under the Letter of Credit on the last business day of the applicable calendar quarter. Net investment gains and losses shall be allocated by the Trustee proportionately among the Accounts as of the end of each calendar quarter based on the value of the Accounts as of the last business day of the preceding calendar quarter. The Trustee shall maintain a record of the value of each Account based on the aggregate value of the Trust Fund, the information provided by the Company as to its contributions and its establishment and delivery of Letters of Credit with respect to each Account

and any payments therefrom. To the extent an amount remains credited to a Covered Participant's Account after the Company's liability to him under all Plans has been paid in full, such excess shall, as of the end of the calendar quarter in which final payment has been made, be reallocated to the Accounts of all other Covered Participants in proportion to the amounts credited to the Accounts of such Covered Participants, unless the Company directs the Trustee, prior to a Change in Control, to cancel or reduce a Letter of Credit allocated to the Covered Participant's Account in an amount equal to such excess. Notwithstanding the amount credited to a Covered Participant's Account pursuant to this paragraph, in no event shall a Covered Participant be entitled to payment hereunder of more than the Company's liability to him under the Plans.
(c)(1) In the event it shall be determined prior to a Change In Control that any Covered Participant is sub- ject to any tax under the terms of the trust created here- under, then the Trustee, upon receipt of written direction from the Company, shall make payments from the Fund to such persons, in such manner and in such amounts as the Company shall direct, for purposes of paying the amount of federal, state and local tax and interest and any penalties thereon which such Covered Participant may incur arising out of such determination. In the event such a determination is made

after a Change In Control occurs, then the Trustee shall make payments from the Fund to such Covered Participant for the purposes set forth in the preceding sentence upon notice thereof from the Covered Participant.
(2) Any payment from the Fund pursuant to Sec- tion (c)(1) of this Article shall be charged to the Accounts of those Participants to whom (or on whose behalf) such a distribution is made, under the appropriate Plan or Plans.
(d) The Company may, by notice to the Trustee prior to a Change in Control, direct the Trustee to pay the Company such amount as is specified in the notice, cancel one or more Letters of Credit as specified in the notice, or reduce one or more Letters of Credit by such amount as is specified in the notice. In addition, such notice shall set forth the Account or Accounts which shall be debited with respect to such payment, cancellation or reduction. If the amount which would remain in the Fund after any such payment would be less than the unpaid fees and expenses of the Trustee, then the Trustee may deduct such fees and expenses from the payment that would otherwise be made to the Company.
(e) Any direction, designation or notice by the Company required under this Article shall be in writing. Any direction by the Company with respect to a payment from the Fund shall be accompanied by a certification by the Company that the payment directed is in conformity with Article

THIRTEENTH hereof. The Trustee shall not be liable in any way for any payment made pursuant to any such direction of the Company. In addition, the Trustee shall not be liable in any way for any payment made based on information supplied to it by the Company.
FOURTH: (a) Management of Assets of Fund. Sub- ject to paragraph (b) of this Article, the Trustee, prior to a Change In Control, shall have exclusive authority and discretion to manage and control the assets of the Fund, other than Letters of Credit, and pursuant to such authority and discretion may exercise from time to time and at any time power:
(i) To invest and reinvest the Fund, without distinction between principal and income, in shares of stock (whether common or preferred) or other evidences of ownership, bonds, debentures, notes or other evidences of indebtedness, unsecured or secured by mortgages on real or personal property wherever situated (including any part interest in a bond and mortgage or note and mortgage whether insured or uninsured) and other property, or part interest in property, real or personal, foreign or domestic, whether or not productive of income or consisting of wasting assets, and in order to reduce the rate of interest rate fluctuations, contracts, as either buyer or seller, for the future

delivery of United States Treasury securities and com- parable United States Government-backed securities;
(ii) To sell, convey, redeem, exchange, grant options for the purchase or exchange of, or otherwise dispose of, any real or personal property, at public or private sale, for cash or upon credit, with or without security, without obligation on the part of any person dealing with the Trustee to see to the application of the proceeds of or to inquire into the validity, expediency or propriety of any such disposition;
(iii) To manage, operate, repair and improve, and mortgage or lease for any length of time any real prop- erty held in the Fund; to renew or extend any mortgage, upon any terms the Trustee may deem expedient; to agree to reduction of the rate of interest or any other modi- fication in the terms of any mortgage or of any guar- antee pertaining to it; to enforce any covenant or condition of any mortgage or guarantee or to waive any default in the performance thereof; to exercise and enforce any right of foreclosure; to bid in property on foreclosure; to take a deed in lieu of foreclosure with or without paying consideration therefor and in connec- tion therewith to release the obligation on the bond secured by the mortgage; and to exercise and enforce in any action, suit or proceeding at law or in equity any

rights or remedies in respect of any mortgage or guarantee;
(iv) To exercise, personally or by general or limited proxy, the right to vote any shares of stock, bonds or other securities held in the Fund; to delegate discretionary voting power to trustees of a voting trust for any period of time; and to exercise, personally or by power of attorney, any other right appurtenant to any securities or other property of the Fund;
(v) To join in or oppose any reorganization, recapitalization, consolidation, merger or liquidation, or any plan therefor, or any lease, mortgage or sale of the property of any organization the securities of which are held in the Fund; to pay from the Fund any assess- ments, charges or compensation specified in any plan of reorganization, recapitalization, consolidation, merger or liquidation; to deposit any property with any committee or depositary; and to retain any property allotted to the Fund in any reorganization, recapital- ization, consolidation, merger or liquidation;
(vi) To exercise or sell any conversion or sub- scription or other rights appurtenant to any stock, security or other property held in the Fund;
(vii) To borrow from any lender (other than the Trustee in its individual capacity or the Company or any

of its affiliates) money, in any amount and upon any reasonable terms and conditions, for purposes of this Agreement, and to pledge or mortgage any property held in the Fund to secure the repayment of any such loan;
(viii) To compromise, settle or arbitrate any claim, debt, or obligation of or against the Fund; to enforce or abstain from enforcing any right, claim, debt or obligation; and to abandon any property determined by it to be worthless; and
(ix) To make loans of securities held in the Fund to registered brokers and dealers upon such terms and conditions as are permitted by applicable law and regu- lations, and in each instance to permit the securities so lent to be registered in the name of the borrower or a nominee of the borrower, provided that in each instance the loan is adequately secured and neither the borrower nor any affiliate of the borrower has discre- tionary authority or control with respect to the assets of the Fund involved in the transaction or renders investment advice with respect to those assets.
(b) The Company shall deliver to the Trustee each Letter of Credit established for the Fund as executed by the bank issuing such credit. On the last business day of each month, the Trustee shall draw on the Letters of Credit to the extent the assets of the Fund are not sufficient to make

payments required to be made under the Payment Schedule during the next six months. Amounts received on the draw of any Letter of Credit shall reduce the allocation of the Letter of Credit to those Covered Participants for whom such Letter of Credit was previously allocated and shall be allo- cated to the Accounts of such Covered Particiipants as if such amounts were contributions to the Fund.
If the Trustee receives written notice prior to the expiration or cancellation of a Letter of Credit from the bank which issued such Letter of Credit, referencing the Letter of Credit by number, signed by an officer of such bank, and stating that such Letter of Credit is due to expire and has not been extended, or is being cancelled (other than a cancellation pursuant to paragraph (d) of Article THIRD), the Trustee shall draw on such Letter of Credit to the full extent thereof prior to the expiration of such Letter of Credit (but in no event earlier than the fifth business day prior to such expiration) unless, prior to taking such action, the Trustee has received a replacement Letter of Credit or cash or other property in at least the remaining amount available to be drawn under the Letter of Credit which is due to expire or is being cancelled.
The Trustee shall have no obligation to earn any income with respect to any Letters of Credit which are held by it as part of the Fund. In the event that the Trustee

shall resign or be removed, and a successor trustee shall be appointed hereunder, the rights and obligations of the Trustee under each Letter of Credit shall automatically become the rights and obligations of the successor trustee, and the Trustee shall have no further rights, duties, obli- gations or liabilities with respect to any Letter of Credit.
(c) After a Change In Control occurs and subject to paragraph (g) of Article SIXTH hereof, the Trustee shall invest and reinvest the Fund, other than Letters of Credit, without distinction between principal and income, in direct obligations of the United States of America or agencies or instrumentalities thereof, obligations unconditionally and fully guaranteed as to principal and interest by the United States of America, and certificates of deposit and bankers' acceptances of a bank organized and existing under the laws of the United States of America or any State thereof which has a combined capital and surplus of at least $100,000,000, all having respective maturities of not more than one year when purchased. FIFTH: Administrative Powers. The Trustee shall have and in its sole and absolute discretion may exercise from time to time and at any time the following administra- tive powers and authority with respect to the Fund:
(a) To continue to hold any property of the Fund whether or not productive of income; to reserve from

investment and keep unproductive of income, without liability for interest, cash temporarily awaiting investment and such cash as it deems advisable or as the Company from time to time may specify prior to a Change In Control in order to meet the administrative expenses of the Fund or anticipated distributions therefrom.
(b) To hold property of the Fund in its own name or in the name of a nominee or nominees, without disclosure of the trust, or in bearer form so that it will pass by delivery, but no such holding shall relieve the Trustee of its responsibility for the safe custody and disposition of the Fund in accordance with the provisions of this Agreement; the Trustee's books and records shall at all times show that such property is part of the Fund; and the Trustee shall be absolutely liable for any loss occasioned by the acts of its nominee or nominees with respect to securities registered in the name of the nominee or nominees;
(c) To organize and incorporate under the laws of any state it may deem advisable one or more corporations (and to acquire an interest in any such corporation that it may have organized and incorporated) for the purpose of acquiring and holding title to any property, interests or rights that the Trustee is authorized to acquire under Article FOURTH hereof;

(d) To employ in the management of the Fund suitable agents, without liability for any loss occasioned by any such agents selected by the Trustee with the care, skill, prudence and diligence under the circumstances then pre- vailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;
(e) To make, execute and deliver, as Trustee, any deeds, conveyances, leases, mortgages, contracts, waivers or other instruments in writing that the Trustee may deem necessary or desirable in the exercise of its powers under this Agreement;
(f) To hold and draw upon any Letter of Credit in accordance with paragraph (b) of Article FOURTH; and
(g) To do all other acts that the Trustee may deem necessary or proper to carry out any of the powers set forth in Articles FOURTH, FIFTH and SIXTH hereof or otherwise in the best interests of the Fund. SIXTH: Annuity Contracts. (a) The Trustee, upon written direction of the Company prior to a Change In Con- trol, shall pay from the Fund such sums to such insurance company or companies as the Company may direct for the pur- pose of procuring individual or group annuity contracts for any retirement allowance payable under a Plan (hereinafter in this Article referred to as "Contracts"). The Company shall

prepare, or cause to be prepared in such form as it shall prescribe, the application for any Contract to be applied for. The Trustee shall receive and hold in the Fund, subject to the provisions hereinafter set forth in this Article, all Contracts so obtained.
(b) The Trustee shall be the complete and absolute owner of Contracts held in the Fund and, upon written direc- tion of the Company prior to a Change In Control, shall have power, without the consent of any other person, to exercise any and all of the rights, options or privileges that belong to the absolute owner of any Contract held in the Fund or that are granted by the terms of any such Contract or by the terms of this Agreement. The Trustee shall have no discre- tion with respect to the exercise of any of the foregoing powers or to take any other action permitted by any Contract held in the Fund, but shall exercise such powers or take such action only upon the written direction of the Company prior to a Change In Control; the Trustee shall have no duty to exercise any of such powers or to take any such action unless and until it shall have received such direction. The Trustee, upon the written direction of the Company prior to a Change In Control, shall deliver any Contract held in the Fund to such person or persons as may be specified in the direction.

(c) The Trustee shall hold in the Fund the pro- ceeds of any sale, assignment or surrender of any Contract held in the Fund and any and all dividends and other payments of any kind received in respect of any Contract held in the Fund.
(d) Upon the written direction of the Company prior to a Change In Control, the Trustee shall pay from the Fund premiums, assessments, dues, charges and interest, if any, upon any Contract held in the Fund. After a Change In Control occurs, the Trustee shall pay from the Fund premiums, assessments, dues, charges and interest, if any, upon any Contract held in the Fund, without direction from the Company.
(e) No insurance company that may issue any Contract or Contracts held in the Fund shall be deemed to be a party to this Agreement for any purpose, or to be respon- sible in any way for the validity of this Agreement or to have any liability under this Agreement other than as stated in each Contract that it may issue. Any insurance company may deal with the Trustee as sole owner of any Contract issued by it and held in the Fund, without inquiry as to the authority of the Trustee to act, and may accept and rely upon any written notice, instruction, direction, certificate or other communication from the Trustee believed by it to be genuine and to be signed by an officer of the Trustee and

shall incur no liability or responsibility for so doing. Any sums paid out by any insurance company under any of the terms of a Contract issued by it and held in the Fund either to the Trustee, or, in accordance with its direction, to any other person or persons designated as payees in such Contract shall be a full and complete discharge of the liability to pay such sums, and the insurance company shall have no obligation to look to the disposition of any sums so paid. No insurance company shall be required to look into the terms of this Agreement, to question any action of the Trustee or to see that any action of the Trustee is authorized by the terms of this Agreement.
(f) Anything contained herein to the contrary notwithstanding, neither the Company nor the Trustee shall be liable for the refusal of any insurance company to issue or change any Contract or Contracts or to take any other action requested by the Trustee; nor for the form, genuineness, validity, sufficiency or effect of any Contract or Contracts held in the Fund; nor for the act of any person or persons that may render any such Contract or Contracts null and void; nor for the failure of any insurance company to pay the proceeds and avails of any such Contract or Contracts as and when the same shall become due and payable; nor for any delay in payment resulting from any provision contained in any such Contract or Contracts; nor for the fact that for any reason

whatsoever (other than their own negligence or willful misconduct) any Contract or Contracts shall lapse or otherwise become uncollectible.
(g) After a Change In Control occurs, the Trustee may exercise any of the powers set forth in paragraphs (a) through (f) of this Article without direction from the Com- pany, including the power to purchase Contracts the rates of return and maturity dates of which may reasonably be expected to yield assets of the Fund sufficient to discharge all or a portion of the Company's obligations for retirement allow- ances under the Plans as set forth in the most recent infor- mation furnished to the Trustee by the Company prior to such Change In Control.
SEVENTH: Taxes, Expenses and Compensation of Trustee. (a) The Company shall pay any federal, state, local or other taxes imposed or levied with respect to the corpus and/or income of the Fund or any part thereof under existing or future laws and, the Company in its discretion, or the Trustee, in its discretion, may contest the validity or amount of any tax, assessment, claim or demand respecting the Fund or any part thereof.
(b) The Company shall pay to the Trustee from time to time such reasonable compensation for its services as trustee as shall be agreed upon by the Company and the Trustee. The Company shall also pay the reasonable and

necessary expenses incurred by the Trustee in the performance of its duties under the Agreement, including reasonable fees of counsel engaged by the Trustee pursuant to paragraph (b) of Article EIGHTH of this Agreement. Such compensation and expenses shall be charged against and paid from the Fund to the extent not paid by the Company.
EIGHTH: General Duties of Trustee. (a) The Trustee shall discharge its duties under this Agreement solely in the interest of the beneficiaries of the Fund and
(i) for the exclusive purpose of providing benefits to such beneficiaries and defraying reasonable expenses of admini- stering the Fund; (ii) with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and (iii) by diversifying the investments of the Fund so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so.
(b) The Trustee may consult with counsel, who may be counsel for the Company or for the Trustee in its indivi- dual capacity, and shall not be deemed imprudent by reason of its taking or refraining from taking any action in accordance with the opinion of counsel. The Trustee shall not be required to give any bond or any other security for the

faithful performance of its duties under this Agreement, except as required by law.
(c) The Trustee shall be under no duties whatso- ever, except such duties as are specifically set forth as such in this Agreement, and no implied covenant or obligation shall be read into this Agreement against the Trustee. The Trustee shall not be compelled to take any action toward the execution or performance of the trust created hereunder or to prosecute or defend any suit or claim in respect thereof, unless indemnified to its satisfaction against loss, liability, and reasonable costs and expenses. Notwithstanding anything herein to the contrary, in the event that the bank issuing a Letter of Credit shall fail or refuse to pay upon any draw thereunder, the Trustee will not be obligated to pursue any remedy against such issuing bank unless it shall have first received from the Company, the Participants or any of them security or indemnity to its satisfaction against the costs and expenses (including attorney's fees) which may be incurred therein or thereby. The Trustee shall be under no liability or obligation to anyone with respect to any failure on the part of the Company to perform any of its obligations under this Agreement.
(d) The Company shall pay and shall protect, indemnify and save harmless the Trustee and its officers, directors or trustees, employees and agents from and against

any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) of any nature arising from or relating to any action or failure to act by the Trustee, its officers, directors or trustees, employees and agents or the transactions contemplated by this Agree- ment, except to the extent that any such loss, liability, action, suit, demand, damage, cost or expense is the result of the negligence or willful misconduct of the Trustee, its officers, directors or trustees, employees or agents.
NINTH: Accounts of Trustee. (a)(i) The Trustee shall keep accurate and detailed accounts of all its receipts, investments and disbursements under this Agreement. Such person or persons as the Company shall designate shall be allowed to inspect the books of account relating to the Fund upon request at any reasonable time during the business hours of the Trustee.
(ii) Within 120 days after the close of each calendar year, the Trustee shall transmit to the Company, and certify the accuracy of, a written statement of the assets and liabilities of the Fund at the close of that year, showing the current value of each asset at that date, and a written account of all the Trustee's transactions relating to the Fund during the period from the last previous accounting

to the close of that year. (For the purposes of this paragraph, the date of the Trustee's resignation or removal as provided in Article ELEVENTH hereof shall be deemed to be the close of a calendar year.)
(iii) Unless the Company shall have filed with the Trustee written exceptions or objections to any such statement and account within 60 days after receipt thereof, the Company shall be deemed to have approved such statement and account; and in such case or upon the written approval by the Company of any such statement and account, the Trustee shall be forever released and discharged with respect to all matters and things embraced in such statement and account as though it had been settled by decree of a court of competent jurisdiction in an action or proceeding to which the Company and all persons having any beneficial interest in the Fund were parties.
(b) Nothing contained in this Agreement or in the Plans shall deprive the Trustee of the right to have a judi- cial settlement of its accounts. In any proceeding for a judicial settlement the Trustee's accounts or for instruc- tions in connection with the Fund, the only other necessary party thereto in addition to the Trustee shall be the Company. If the Trustee so elects, it may bring in as a party or parties defendant any other person or persons. No person interested in the Fund, other than the Company, shall

have a right to compel an accounting, judicial or otherwise, by the Trustee, and each such person shall be bound by all accounting by the Trustee to the Company, as herein provided, as if the account had been settled by decree of a court of competent jurisdiction in an action or proceeding to which such person was a party.
TENTH: Administration of the Plans; Communica- tions. (a) The Company shall administer the Plans as pro- vided therein, and subject to paragraph (b) of Article THIRD hereof or subject to any delegation by the Company and assumption by the Trustee of the duties of administering the Plans, the Trustee shall not be responsible in any respect for administering the Plans nor shall the Trustee be responsible for the adequacy of the Fund to meet and dis- charge all payments and liabilities under the Plans. The Trustee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by an officer of the Company. The Company from time to time shall furnish the Trustee with the names and specimen signatures of the officers of the Company authorized to act or give directions hereunder and shall promptly notify the Trustee of the termination of office of any such officer of the Company and the appointment of a successor thereto. Until notified to the contrary, the Trustee shall be fully

protected in relying upon the most recent list of the officers of the Company furnished to it by the Company.
(b) Any action required by any provision of this Agreement to be taken by the Board of Directors of the Com- pany shall be evidenced by a resolution of the Board of Directors certified to the Trustee by the Secretary or an Assistant Secretary of the Company under its corporate seal, and the Trustee shall be fully protected in relying upon any resolution so certified to it. Unless other evidence with respect thereto has been specifically prescribed in this Agreement, any other action of the Company under any provi- sion of this Agreement, including any approval of or excep- tions to the Trustee's accounts, shall be evidenced by a certificate signed by an officer of the Company, and the Trustee shall be fully protected in relying upon such certificate. The Trustee may accept a certificate signed by an officer of the Company as proof of any fact or matter that it deems necessary or desirable to have established in the administration of the trust (unless other evidence of such fact or matter is expressly prescribed herein), and the Trustee shall be fully protected in relying upon the state- ments in the certificate.
(c) The Trustee shall be entitled conclusively to rely upon any written notice, instruction, direction, certificate or other communication believed by it to be

<page. 27.

genuine and to be signed by the proper person or persons, and the Trustee shall be under no duty to make investigation or inquiry as to the truth or accuracy of any statement con- tained therein.
(d) Until notice be given to the contrary, com- munications to the Trustee shall be sent to it at its office at 770 Broadway, New York, New York 10003-9548, Attention:
Department Manager, Employee Benefits Services; communica- tions to the Company shall be sent to it at its office at 48 Wall Street, New York, New York 10005, Attention: General Counsel.
ELEVENTH: Resignation or Removal of Trustee.
(a) The Trustee may resign at any time upon 60 days' written notice to the Company, or upon shorter notice if acceptable to the Company. The Company, by action of its Board of Directors, may remove the Trustee at any time upon 60 days' written notice to the Trustee, or upon shorter notice if acceptable to the Trustee. In the event it resigns or is removed, the Trustee shall have a right to have its accounts settled as provided in Article NINTH hereof.
(b) Upon the resignation or removal of the Trustee, the Company, by action of its Board of Directors, shall appoint a successor trustee which shall be a bank as defined under the Investment Advisers Act of 1940, having a net worth in excess of $100,000,000 or having assets in

excess of $2,000,000,000, other than the Company or any corporation that, directly or through one or more inter- mediaries, controls, is controlled by or is under common control with the Company, to act hereunder after the effec- tive date of such removal or resignation. Each successor trustee shall have the powers and duties conferred upon the Trustee in this Agreement, and the term "Trustee" as used in this Agreement shall be deemed to include any successor trustee. Upon designation or appointment of a successor trustee, the Trustee shall transfer and deliver the Fund to the successor trustee, reserving such sums as the Trustee shall deem necessary to defray its expenses in settling its accounts, to pay any of its compensation due and unpaid and to discharge any obligation of the Fund for which the Trustee may be liable. If the sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of any deficiency from either the Company or the successor trustee, or both. When the Fund shall have been transferred and delivered to the successor trustee and the accounts of the Trustee have been settled as provided in Article NINTH hereof, the Trustee shall be released and discharged from all further accountability or liability for the Fund and shall not be responsible in any way for the further disposition of the Fund or any part thereof.

TWELFTH: Amendment of Agreement. (a) Subject to paragraph (b) of this Article TWELFTH, the Company expressly reserves the right at any time to amend this Agreement and the trust created thereby to any extent that it may deem advisable. No such amendment shall be made that affects the duties or responsibilities of the Trustee without its consent thereto in writing. Such amendment shall become effective upon delivery to the Trustee of a written instrument of amendment, duly executed and acknowledged by the Company and accompanied by a certified copy of a resolution of the Board of Directors of the Company authorizing such amendment.
(b) Notwithstanding any other provisions of this Agreement, the provisions of this Agreement and the trust created thereby may not be amended after the date a Change In Control occurs without the written consent of two-thirds in number of the Covered Participants. The Trustee may request that the Company furnish evidence to establish that such a majority in number of such Covered Participants have granted written consent to such an amendment. THIRTEENTH: Prohibition of Diversion. (a) Except as provided in paragraph (b) below and in paragraphs (b) and (d) of Article THIRD, at no time prior to the satisfac- tion of all liabilities with respect to Covered Participants and their beneficiaries shall any part of the corpus and/or income of the Fund be used for, or diverted to, purposes

other than for the exclusive benefit of Covered Participants and their beneficiaries and the assets of the Fund shall never inure to the benefit of the Company and shall be held for the exclusive purposes of providing benefits to Covered Participants and their beneficiaries and defraying reasonable expenses of administering the Fund. Upon satisfaction of all liabilities with respect to Covered Participants and their beneficiaries under the Plans, this Agreement and the trust shall be terminated and the remaining assets of the Fund shall be distributed to the Company.
(b) Notwithstanding any other provision of this Agreement to the contrary, the corpus and/or income of the Fund shall at all times be subject to the claims of creditors of the Company. In the event that (i) a final judicial determination is entered that the Company is unable to pay its debts as such debts mature or (ii) there shall have been filed by or against the Company in any court or other tri- bunal either of the United States or of any State or of any other authority now or hereafter exercising jurisdiction, a petition in bankruptcy or insolvency proceedings or for reorganization or for the appointment of a receiver or trustee of all or substantially all of the Company's property under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other bankruptcy or insolvency statute or law, then the

Trustee shall not make payments from the Fund to any bene- ficiary, but under either of such circumstances, the Trustee shall deliver any property held in the Fund only as a court or other tribunal of competent jurisdiction may direct to satisfy the claims of the Company's creditors. The Board of Directors and the Chief Executive Officer of the Company shall furnish the Trustee with written notice of such final judicial determination or filing described herein.
If the Trustee receives a written allegation from a person claiming to be a creditor of the Company that the Company is unable to pay its debts as they mature, the Trustee shall, within the 30-day period from the date of receipt of such allegation, determine whether the Company is in fact unable to pay its debts as they mature. During such period, the Trustee shall suspend all payments from the Fund. If the Trustee determines the Company is able to pay its debts as they mature, payments from the Fund will resume. Otherwise, the Trustee will deliver the assets of the Fund as a court or other tribunal of competent jurisdiction may direct to satisfy the claims of the Company's creditors, and, in the absence of such direction, the Trustee shall continue to suspend payments from the Fund.
FOURTEENTH: Sufficiency of Fund. Notwithstanding any provision of this Agreement, the Company shall remain obligated to pay Participants the amounts due to them under

the Plans. If the assets of an Account are insufficient to fulfill the Company's obligations to a Covered Participant when due, then the Company shall pay to such Covered Par- ticipant (and his beneficiaries) the amount of such insufficiency.
FIFTEENTH: Prohibition of Assignment of Interest. No interest, right or claim in or to any part of the Fund or any payment therefrom shall be assignable, transferable or subject to sale, mortgage, pledge, hypothecation, commuta- tion, anticipation, garnishment, attachment, execution or levy of any kind, and the Trustee shall not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypo- thecate, commute or anticipate the same, except to the extent required by law.
SIXTEENTH: Affiliates. Prior to a Change in Control, any corporation that, directly or through one or more intermediaries, controls, is controlled by or is under common control with the Company may adopt and become a party to this Agreement by delivering to the Trustee an instrument in writing, duly executed and acknowledged, adopting and assuming jointly and severally the obligations of the Company under this Agreement and constituting and appointing the Company to be the agent and attorney in fact of such corporation for the purposes of giving or receiving notices, instructions, directions and other communications to or from

the Trustee and approving the accounts of the Trustee, accom- panied by duly certified copies of resolutions of the Board of Directors of such corporation adopting the Agreement and approving and authorizing execution, acknowledgment and delivery of such instrument and a duly certified copy of a resolution of the Board of Directors of the Company approving and consenting to the same.
SEVENTEENTH: Miscellaneous. (a) This Agreement shall be interpreted, construed and enforced, and the trust hereby created shall be administered, in accordance with the laws of the United States and of the State of New York.
(b) The titles to Articles of this Agreement are placed herein for convenience of reference only, and the Agreement is not to be construed by reference thereto.
(c) This Agreement shall bind and inure to the benefit of the successors and assigns of the Company and the Trustee, respectively, and the Covered Participants and their beneficiaries under the Plans.
(d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all of which together shall constitute but one instrument, which may be sufficiently evidenced by any counterpart. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by

their duly authorized officers under their corporate seals as of the day and year first above written.

THE BANK OF NEW YORK COMPANY, INC.

                         By  \s\ Charles E. Rappold II
                            ----------------------
                            Chief Legal Officer and Secretary

ATTEST:
\s\ Jacqueline R. McSwiggan

UNITED STATES TRUST COMPANY
OF NEW YORK

                         By \s\ Martha Dolan
                            --------------------
                                   Vice President
ATTEST:

STATE OF NEW YORK   )
                    :    SS.:
COUNTY OF NEW YORK  )

On this 16th day of November , 1993, before me personally came Charles Rappold, to me known, who, being by me duly sworn, did depose and say that he resides at 1050 Rahway Rd, Plainfield NJ., and that he is CLO and Secretary of THE BANK OF NEW YORK COMPANY, INC., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

\s\ Nicholas B. Simonetta

STATE OF NEW YORK   )
                    :    SS.:
COUNTY OF NEW YORK  )

On this 17th day of November, 1993, before me personally came Martha Dolan, to me known, who, being by me duly sworn, did depose and say that she resides at 7 Tree Farm Road, Monmouth JCT, NJ, and that she is a Vice President of UNITED STATES TRUST COM- PANY OF NEW YORK, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Trustees of said corporation; and that he signed his name thereto by like order.

\s\ Stuart Omansky

EXHIBIT I

1. The Bank of New York Company, Inc. Excess Benefit Plan

2. The Bank of New York Company, Inc. Supplemental Executive Retirement Plan

3. Agreements between The Bank of New York Company, Inc. and the following persons:

     Individual                    Date of Agreement

Samuel F. Chevalier                July 9, 1991
Richard D. Field                   July 9, 1991
Alan R. Griffith                   July 9, 1991
Richard A. Pace                    July 9, 1991
Thomas A. Renyi                    July 9, 1991
Robert J. Mueller                  January 10, 1993

EXHIBIT II
[FORM OF IRREVOCABLE LETTER OF CREDIT]

[Date]

United States Trust Company of New York, as Trustee
770 Broadway
New York, New York 10003-9548

Attention: [ ]

Dear Sirs:
At the request and for the account of The Bank of New York Company, Inc., we hereby establish in your favor (and in favor of your successors, the terms "you" and "yours" referring to you and any successor), as Trustee under the Trust Agreement between The Bank of New York Company, Inc. and United States Trust Company of New York, dated as of __________, 1993 (the "Trust Agreement"), this Irrevocable Letter of Credit No. _________ in the amount of U.S. $_______. This Letter of Credit is effective immediately and shall expire at the close of banking business at our office at [address] on [ ], 1994, unless terminated earlier or extended in either case in accordance with the provisions hereof. The amount of this Letter of Credit will be reduced from time to time as hereinafter provided.
Funds under this Letter of Credit are available to you in immediately available funds upon presentation of your sight draft in the form of Exhibit A-1 hereto appropriately completed.

The amount available under this Letter of Credit shall be automatically reduced by the amount of each draft paid hereunder (effective on the date of payment of such draft). In addition, upon presentation by you of a certificate in the form of Exhibit B-1 hereto appropriately completed, the amount available under this Letter of Credit shall be automatically reduced by the amount stated in such certificate.
Presentation of drafts and certificates hereunder shall be made at our office at [address], Attention:
___________________, or at any other office in the City and State of New York which may be designated by us by written notice delivered to you.
Upon the earlier to occur of any one of the following events: (i) the surrender to us by you of this Letter of Credit for cancellation and (ii) the expiration date stated in the initial paragraph hereof, this Letter of Credit shall automatically expire.
Communications with respect to this Letter of Credit shall be delivered to us by registered mail, return receipt requested (except that drafts and certificates shall be presented by hand delivery), addressed to us at [address], Attention: _______________, specifically referring to the number of this Letter of Credit.

We hereby agree that drafts drawn and presented in compliance with this Letter of Credit and accompanied by the documents required hereby will be paid in accordance with the terms hereof.
It is a condition of this Letter of Credit that it will be automatically extended for periods of one year from the then relevant expiry date, unless sixty (60) days prior to that relevant expiry date we notify you by registered mail, return receipt requested, that we elect not to extend this Letter of Credit for any additional period, provided, however, that under no circumstances will this Letter of Credit be renewed or extended beyond [ ].
We hereby agree that all notices to you under this Letter of Credit will be sent to you by registered mail, return receipt requested, at 770 Broadway, New York, New York 10003-9548, Attention: Department Manager, Employee Benefits Services, or such other address as from time to time specified by you in writing.
This Letter of Credit shall be governed by, and construed in accordance with, the terms of the Uniform Customs and Practices for Documentary Credits (1983 Revision), International Chamber of Commerce, Publication No. 400 (the "UCP"). This Letter of Credit shall be deemed to be issued under the laws of the State of New York (including the Uniform Commercial Code as in effect in said

State), and, as to matters not governed by the UCP, shall be governed by, and construed in accordance with, the laws of the State of New York.

Very truly yours,
[Name of Bank]

By ___________________________
Vice President

EXHIBIT A-1
SIGHT DRAFT

[Date]

For Value Received, pay on demand (by wire transfer in same day funds) to Account No. [insert number of account to which payment is to be made and name and address of bank] ________ United States Dollars ($__________).

Charge to Account of [name of account party]

Irrevocable Letter of Credit No. ___________.

TO: [Name of Bank]
[Address]
Attention: _________________,
Letter of Credit Operations

UNITED STATES TRUST COMPANY
OF NEW YORK

By ____________________________
Title:

EXHIBIT B-1
REQUEST FOR REDUCTION

[Date]

[Name of Bank]
[Address]

Attention: ____________________,
Letter of Credit Operations

Irrevocable Letter of Credit No.

Gentlemen:
In accordance with the above-captioned Letter of Credit, each of the undersigned hereby requests that the amount available to be drawn by the beneficiary under said Letter of Credit be reduced by $__________ upon receipt by you of this certificate.
THE BANK OF NEW YORK COMPANY, INC.

By ________________________________ Title:

UNITED STATES TRUST COMPANY
OF NEW YORK

By _________________________________
Title:

Exhibit 10(r)

THE BANK OF NEW YORK COMPANY, INC.
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS

1. Eligibility for Benefits.
(a) A member of the Board of Directors (the "Board") of The Bank of New York Company, Inc. (the "Company") shall be eligible to receive benefits under The Bank of New York Company, Inc. Retirement Plan for Non- Employee Directors (the "Plan") if the member (i) has served for at least five years on the Board, (ii) has retired from the Board (A) following attainment of age 60 or (B) by reason of disability (as defined in paragraph (c) of this Section) after completing 10 years of service as a member of the Board and (iii) is not an employee of the Company or its subsidiaries or a former employee of the Company or its subsidiaries entitled to retirement benefits under a retirement plan of the Company or a subsidiary with respect to his prior service as an employee.
(b) For purposes of the Plan, service shall include all service as a member of the Board, including service prior to the effective date of the Plan.
(c) A person shall be considered to have incurred a disability for purposes of the Plan if the Pension Committee of the Board (the "Committee"), in its sole discretion, has determined that the person is unable to engage in any substantial gainful activity by reason of any physical or mental impairment which can be expected to

result in death or be of long-continued and indefinite duration.
2. Retirement Benefits.
(a) A retired member of the Board who is eligible for benefits under the Plan shall receive an annual retirement benefit equal to the following percentage of the annual cash retainer payable to non-employee Board members at the date he ceased to be a member of the Board:

Length of Service             % of Annual Retainer

     5 years                            50%
     6 years                            60%
     7 years                            70%
     8 years                            80%
     9 years                            90%
    10 years                           100%

(b) Retirement benefits for a member of the Board who retires after age 70 shall be paid for the life of the member of the Board. Retirement benefits for a member of the Board who (i) retires between the ages of 60 and 70 or
(ii) retires by reason of disability shall be paid for a number of years following retirement equal to the number of years of service as a member of the Board.
(c) Retirement benefits under the Plan shall commence to be paid on a quarterly basis on the first day of the calendar quarter following the retirement of the member of the Board.

(d) Payment of retirement benefits under the Plan shall cease upon the death of the retired member of the Board.
3. Forfeitures. If, in its sole discretion, the Board determines that a person has been removed from the Board for cause, such person shall forfeit all existing or future entitlement to benefits under the Plan.
4. Disability. In the event that a person who is receiving benefits or is eligible to begin receiving benefits under the Plan has incurred a disability, the Committee may direct any or all of the benefits to which the person may be entitled to be paid in any one or more of the following ways: (a) to the person, or (b) to the person's legal guardian or conservator, or (c) to the person's spouse or to any other individual or entity to be expended for his or her benefit.
5. Administration. The Committee shall administer the Plan, resolve any ambiguities or incon- sistencies, and decide all questions arising in its admin- istration, interpretation or application. Any decision of the Committee shall be conclusive and binding on members of the Plan and all other persons having or claiming any right to payments under the Plan.
6. Amendment and Termination. The Board may amend or terminate the Plan in whole or in part at any time, except that no amendment or termination may reduce or

terminate benefits to which a current or retired member of the Board is then entitled without the written consent of the member.
7. Source of Payment of Benefits. The obligations of the Company to pay the retirement benefits provided under the Plan shall be contractual only and all payments of retirement benefits hereunder shall be made by the Company from its general assets at the time and in the manner provided herein.
8. No Assignment. No right, benefit or payment under the Plan shall be subject to assignment, sale or other transfer, nor shall it be liable or subject in any manner to attachment, garnishment or execution.
9. Governing Law. The Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.
10. Effective Date. The Plan shall be effective as of May 11, 1993.

Exhibit 10(s)

DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS OF
THE BANK OF NEW YORK COMPANY, INC.

1. Definitions.
(a) "Board" means the Board of Directors of The Bank of New York Company, Inc.
(b) "Committee" means the Pension Committee of the Board.
(c) "Company" means The Bank of New York Company, Inc.
(d) "Company Stock" means the common stock of the Company.
(e) "Deferral Account" means the account maintained on the books of the Company for each Participant pursuant to Section 4. Separate Deferral Accounts shall be maintained for each Participant.
(f) "Director" means any member of the Board who is not an employee of the Company or any of its subsidiaries.
(g) "Director Compensation" means compensation to which the Director is entitled as a retainer or a fee for services as a member of the Board or the Board of Directors of The Bank of New York.
(h) "Disability" means that the Committee, in its sole discretion, has determined that the Participant is unable to engage in any substantial gainful activity by reason of any physical or mental impairment which can be

expected to result in death or to be of long-continued and indefinite duration.
(i) "Effective Date" means December 1, 1993.
(j) "Investment Funds" means Funds A, B and C under the Profit-Sharing Plan.
(k) "Investment Fund Accounts" means the sub- Accounts maintained under the Plan to which deferred compensation is credited pursuant to Section 4, to reflect equivalent investment performance of the Investment Funds.
(l) "Participant" means a Director who elects to participate in this Plan as provided in Section 3.
(m) "Plan" means the Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. as set forth herein and as amended from time to time.
(n) "Profit-Sharing Plan" means the Employees' Profit-Sharing Plan of The Bank of New York Company, Inc.
(o) "Stock Account" means the sub-Account maintained under the Plan to which deferred compensation is credited pursuant to Section 4, to reflect equivalent investment performance of Fund D under the Profit-Sharing Plan.
(p) "Stock Unit" means the equivalent of one share of Company Stock.
2. Administration
(a) The Plan shall be administered by the Committee. The Committee shall also have the authority to

make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan and decide any and all questions as may arise in connection with the interpretation or application of the Plan.
(b) The decision or action of the Committee in respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon Participants and all other persons having or claiming any interest in the Plan.
3. Participation.
(a) A Director may elect to participate in the Plan by filing a written election with the Company, on such form as may be prescribed by the Committee, to defer 50%, 75% or 100% of his or her Director Compensation.
(b) A deferral election shall become effective on the first day of the calendar year following the date the election is made. A deferral election for a Participant shall remain effective for each subsequent calendar year unless the Participant files another election in which the Participant elects to cease deferring Director Compensation or to change the percentage of Director Compensation which is deferred. The new deferral election shall become effective on the first day of the calendar year following the date the election is made.

(c) Notwithstanding anything contained herein to the contrary, in the case of each individual who is a Director as of December 1, 1993, a deferral election will be effective for Director Compensation for 1994 if it is made by February 15, 1994; provided, however, such election shall not be effective for any Director Compensation earned before the election is made. An individual who becomes a Director after the Effective Date may make a deferral election within 30 days after becoming a Director; such election, however, shall be effective only with respect to Director Compensation earned after the date such election is made.
4. Deferral Account.
(a) The portion of Director Compensation that would otherwise be paid in cash except that it is deferred pursuant to a deferral election, shall be credited to the Participant's Deferral Account and shall be allocated in multiples of 25% in accordance with the Participant's deferral election, among (i) the Investment Fund Accounts maintained for the Participant, as if invested in the applicable Investment Fund as of the first business day of the month in which such Director Compensation would have been paid and (ii) the Stock Account maintained for the Participant, in Stock Units, the number of which shall be determined by dividing (A) the portion of such Director Compensation to be allocated to the Stock Account of the Participant by (B) an amount equal to 95% of the closing

price of the Company Stock, as reported on the New York Stock Exchange on the date such Director Compensation would have been paid.
The portion of Director Compensation that would otherwise be paid in Company Stock except that it is deferred pursuant to a deferral election, shall be credited to the Participant's Deferral Account and shall be allocated to the Stock Account maintained for the Participant in Stock Units. The number of Stock Units shall be determined by (A) multiplying (x) the number of shares of Company Stock which the Participant elected to defer by (y) the closing price of the Company Stock as reported on the New York Stock Exchange on the date such Director Compensation would have been paid, and (B) dividing (z) the amount determined in clause (A) above by (xx) an amount equal to 95% of the closing price of the Company Stock as reported on the New York Stock Exchange on the date such Director Compensation would have been paid.
(b) The balance credited to a Participant's Investment Fund Accounts and Stock Account shall be adjusted from time to time to reflect the equivalent investment performance of the applicable Investment Fund or of Fund D of the Profit-Sharing Plan. No transfers may be made among the Investment Fund Accounts or between the Investment Fund Accounts and the Stock Account.

(c) The Company shall submit to each Participant, within 120 days after the close of each calendar year, a statement, setting forth the balance to the credit of such Participant in his Deferral Account, as well as the allocation thereof among the Investment Fund Accounts and the Stock Account as of the last business day of such year.
5. Payment of Deferred Compensation.
(a) Payment of a Participant's Deferral Account shall be made or commenced within 60 days after the Participant's retirement, death, or other termination of service as a Director (other than by reason of Disability). Payment shall be made in a lump sum or in substantially equal installments over a period not to exceed ten years, in accordance with the Participant's election made at the time of his deferral election.
(b) In the event of a Participant's death prior to payment of the balance credited to his Deferral Account, the amount remaining in his Deferral Account shall be paid to his Beneficiary in accordance with the Participant's payment election.
(c) In the event of the Disability of a Participant, the Participant's Deferral Account shall be paid in a lump sum within 60 days of such Disability.
(d) A Participant may request that payment be made of all or a portion of his Deferral Account due to financial hardship occurring prior to his retirement, death,

or other termination as a Director by submitting a written request to the Committee. Payment of the amount determined by the Committee necessary to relieve such financial hardship shall be made in a lump sum.
(e) Notwithstanding anything contained herein to the contrary, in the event of the Participant's retirement, death, or other termination as a Director after a Change of Control (as defined in paragraph (g) of this Section), his Deferral Account shall be paid in a lump sum within 60 days of such retirement, death, or other termination.
(f) Payments from the Plan with respect to the Participant's Investment Fund Accounts shall be made in cash equal to the value of the Participant's Investment Fund Accounts as of the last business day of the month following the date of the Participant's retirement, death, Disability or other termination of service as a Director (and each anniversary of such date if payments are made in installments). Payments from the Plan with respect to a Participant's Stock Account shall be made in shares of Company Stock equal to the number of Stock Units in the Participant's Stock Account as of the date on which payment is made; provided, however, that cash payments shall be made in lieu of fractional shares.
(g) A "Change of Control" shall be deemed to have occurred if (i) any "person" (within the meaning of Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange

Act")), other than the Company, a subsidiary of the Company or an employee benefit plan of the Company, acquires more than 25% of the shares of the Company's common stock; (ii) there is a sale or divestiture of all or substantially all of the assets of the Company; (iii) during any two-year period, individuals who constituted the Board of Directors of the Company (the "Incumbent Board") as of the beginning of the period cease for any reason to constitute at least a majority thereof, provided that any person becoming a director during such period whose election or nomination for election by the Company's shareholders was approved by a vote of at least three-quarters of the Incumbent 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 objection to such nomination) shall be, for purposes of this clause (iii), considered as though such person were a member of the Incumbent Board; or
(iv) a change in control of the Company would be required to be reported in response to item 1(a) of the Current Report on Form 8-K, as in effect on the Effective Date pursuant to Sections 13 or 15(d) of the Exchange Act.
6. Beneficiary Designation Each Participant shall have the right, at any time, to designate any person or persons as his beneficiary or beneficiaries to whom payment under this Plan shall be paid in the event of his death prior to complete

distribution to Participant of his Deferral Account. Any beneficiary designation may be made or changed by a Participant by a written instrument in such form prescribed by the Committee which is filed with the Company prior to the Participant's death. If a Participant fails to designate a beneficiary, or if all designated beneficiaries predecease the Participant, then any amounts otherwise payable to the Participant's beneficiary shall be paid to the Participant's estate.
7. Amendment and Termination of Plan
(a) The Board may at any time amend the Plan in whole or in part.
(b) The Board may, in its sole discretion, terminate the Plan at any time, and upon any such termination, the Company shall immediately pay to each Participant in a lump sum the then remaining balance in the Participant's Deferral Account.
8. Miscellaneous
(a) The Company's obligation to make payments under the Plan shall be contractual only and all payments hereunder shall be made by the Company from its general assets at the time and in the manner provided for in the Plan.
(b) Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate, or otherwise encumber, the amounts, if any,

payable hereunder, to the Participant or such other person. No part of the amounts payable under the Plan shall be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency.
(c) This Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.