PRICING AGREEMENT -----------------Pricing Agreement • January 30th, 2003 • Bank of New York Co Inc • State commercial banks
Ladies and Gentlemen: The Bank of New York Company, Inc., a New York corporation (the "Company"), has entered into forward stock purchase transactions with each of Merrill Lynch International, with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("ML") acting as agent for the parties, and Credit Suisse First Boston International, with Credit Suisse First Boston LLC ("CSFB") acting as agent for the parties, as set forth in separate letter agreements dated the date hereof (each, a "Confirmation"), copies of which are attached as Exhibit A. In connection therewith, the Company understands that ML and CSFB, severally and not jointly, will effect sales of a number of shares of the Company's common stock, par value $7.50 per share (the "Hedge Shares"), including a preferred stock purchase right for each such share pursuant to a rights agreement dated as of December 10, 1985, as amended, between the Company and The Bank of New York, as rights agent, equal to the applicable initial Base Amo
