Officers Certificate


 
EXHIBIT 4.6

 
THE BANK OF NEW YORK COMPANY, INC.

Officers’ Certificate Pursuant to 
Section 301 of the 
Senior Indenture 
 
Pursuant to resolutions of the Board of Directors, dated
January 14, 2003 (the “Resolutions”), of The Bank of New York Company, Inc. (the “Company”), and the Action, dated March 28, 2003 (the “Action”), of an Authorized Officer (as defined in the Resolutions) of the Company
pursuant to the Resolutions and Section 301 of the Senior Indenture, dated as of July 18, 1991 (the “Senior Indenture”), between the Company and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), as Trustee (the
“Trustee”), the undersigned certify as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Indenture or the Prospectus, dated March 6, 2003, as supplemented by two Prospectus Supplements,
both dated March 28, 2003): 
 
(1)  Pursuant to an Officers’ Certificate dated June 26, 2002 pursuant to Sections 201 and 301 of the Senior Indenture (the “Original Officers’ Certificate”), the Company established a series of
Securities under the Senior Indenture titled “Senior Medium-Term Notes Series E” (the “Senior Notes”) to be authenticated and delivered from time to time under the Senior Indenture and such Original Officers’ Certificate in
an aggregate initial offering price 
 

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of up to $1,000,000,000, subject to reduction and such other exceptions as set forth
therein. 
 
(2)  Pursuant
to Section 301 of the Senior Indenture, all Securities of any one series need not be issued at one time and may be reopened for issuances of additional Securities of such series. 
 
(3)  The aggregate initial offering price of the Notes which may be authenticated
and delivered under the Senior Indenture shall be $1,422,150,000 (as such amount may be reduced by the aggregate initial offering price of Senior Subordinated Notes issued under the Senior Subordinated Indenture) (except for (a) Senior Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Senior Indenture and (b) any Senior Notes which, pursuant to Section 303, are deemed
never to have been delivered thereunder.) 
 
(4)  As of the date hereof, $400,000,000 aggregate principal amount of Senior Notes have been authenticated and delivered by the Company under the Senior Indenture and $22,150,000 aggregate principal amount of Senior
Subordinated Notes have been authenticated and delivered by the Company under the Senior Subordinated Indenture, thereby leaving up to $1,000,000,000 of Notes authorized to be authenticated and delivered under the Senior Indenture as of the date
hereof. 
 

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(5)  The Original Officers’ Certificate shall otherwise remain in full force and effect. 
 

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IN WITNESS
WHEREOF, the undersigned, hereto duly authorized, have duly signed, and delivered or caused to be delivered to the Trustee under the Senior Indenture, this Officers’ Certificate. 
 
Dated: March 28, 2003 
 

	 
	
	 By:
	 	 /s/    BRUCE VAN SAUN


	 	 	 Bruce Van Saun
 Senior Executive Vice President and Chief Financial Officer



 

	 
	
	 By:
	 	 /s/    J. MICHAEL SHEPHERD


	 	 	 J. Michael Shepherd
 Executive Vice President, General Counsel and Secretary



 

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