THE BANK OF NEW YORK
2003 LONG-TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
After reading this Agreement, please sign and return the original
to___________ at ___________, and retain a copy for your files.
You have been furnished with a copy of the 2003 Long-Term Incentive Plan
of The Bank of New York
Company, Inc. (the "Plan"). Unless defined herein,
capitalized terms used in this Agreement shall be as defined in the Plan.
1. Your right to exercise the Option shall expire ten years from the grant
date. In the event that your employment with the Company and its
subsidiaries shall cease for any reason, your right to exercise the Option
may expire at an earlier date, as provided in Paragraph 3 herein.
2. The Option may be exercised in whole at any time or in part from time
to time after the shares become exercisable as noted above.
3. In the event your employment with the Company and its subsidiaries is
terminated, then your right to exercise the Option shall expire on the
earlier of ten years from grant date or the applicable time period specified
below from the date of such termination:
Reason for Termination Applicable Time Period
Voluntary Must be Exercised by
Cause Must be Exercised by
Disability 3 years
Retirement 5 years
Death 3 years
Joint Venture or Divestiture by 3 years
Company or subsidiary
Other with Termination 3 years
Other 3 months unless determined
otherwise by Committee
For purposes of this Agreement only, the termination date for Disability is
considered to be the date on which long-term disability, as determined by the
During the period you may exercise your Option following termination of
employment, except in the case of disability or death, shares under the
Option shall become exercisable (to the extent not previously exercisable)
after three months from your termination or, if later, one year after the
grant date. In the event you terminate due to disability, all shares under
your Option shall become exercisable (to the extent not previously
exercisable) one year after you terminate or, if later, one year after the
grant date. In the event of your death, all shares under your Option shall
become exercisable immediately or, if later, one year after the grant date.
4. The Option may be exercised by delivering to the Company written
notice thereof, including in such notice the number of shares to be exercised.
Payment of the option price upon exercise of an Option shall accompany such
notice and shall be made in cash and/or shares of Common Stock in accordance
with procedures established by the Committee. Exercise of the Option shall
take effect on the date the notice and payment are actually received by the
5. After an Option is exercised, the Company shall, subject to Paragraph
6, deliver to you certificates for the number of shares with respect to which
the Option has been exercised.
6. You agree that, upon exercise of shares subject to the Option, you
shall pay to the Company the appropriate amount of taxes due for withholding
purposes as a result of such exercise or, in accordance with procedures
established by the Committee, permit the Company to retain shares of Common
Stock from you to fulfill such withholding liability.
7. The Option may be transferred by you, subject to the execution by you
and the transferee of any additional agreements as may be required by the
Committee, to certain parties as permitted by, and in accordance with, the
8. This Agreement (a) shall be binding upon and inure to the benefit of
any successor of the Company and any transferee of the Option pursuant to
Paragraph 7, (b) shall be governed by the laws of the State of New York
(c) may not be amended except in writing. This grant shall in no way affect
your participation or benefits under any other plan or program maintained or
provided by the Company. In the event of a conflict between this Agreement
and the Plan, the Plan shall govern.
Please indicate your acceptance hereof by signing in the space provided
and returning this Agreement to the Compensation Department, OWS-13.
THE BANK OF NEW YORK
Accepted and Agreed to: