<PAGE>

                                                                     Exhibit 4.4

     This Preferred Securities Certificate is a Book-Entry Preferred Securities
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of a Clearing Agency or a nominee of a Clearing
Agency. This Preferred Securities Certificate is exchangeable for Preferred
Securities Certificates registered in the name of a person other than the
Clearing Agency or its nominee only in the limited circumstances described in
the Trust Agreement and may not be transferred except as a whole by the Clearing
Agency to a nominee of the Clearing Agency or by a nominee of the Clearing
Agency to the Clearing Agency or another nominee of the Clearing Agency, except
in the limited circumstances described in the Trust Agreement.

     Unless this Preferred Security Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to BNY Capital V or its agent for registration of transfer, exchange or payment,
and any Preferred Security Certificate issued is registered in the name of Cede
& Co. or such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is requested
by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

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Certificate Number                                Number of Preferred Securities

PDV-1                                                     14,000,000

                               CUSIP NO. 09656H209

                   Certificate Evidencing Preferred Securities

                                       of

                                  BNY Capital V

                   5.95% Trust Preferred Securities, Series F

              (Liquidation Amount $25 per Trust Preferred Security)

     BNY Capital V, a statutory trust formed under the laws of the State of
Delaware (the "Issuer Trust"), hereby certifies that The Bank of New York
Company, Inc. (the "Holder") is the registered owner of Fourteen Million
(14,000,000) Preferred Securities of the Issuer Trust representing an undivided
preferred beneficial interest in the assets of the Issuer Trust and designated
the BNY Capital V 5.95% Trust Preferred Securities, Series F (Liquidation Amount
$25 per Preferred Security) (the "Series F Trust Preferred Securities"). The
Series F Trust Preferred Securities are transferable on the books and records of
the Issuer Trust, in person or by a duly authorized attorney, upon surrender of
this certificate duly endorsed and in proper form for transfer as provided in
Section 5.5 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Issuer Trust, dated as of April 30, 2003, as the same may be amended from time
to time (the "Trust Agreement"), among The Bank of New York Company Inc., as
Depositor, Bank One, National Association, as Property Trustee, Bank One
Delaware, Inc., as Delaware Trustee, the Administrative Trustees named therein
and the several Holders, including the designation of the terms of the Preferred
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by The Bank of New York Company, Inc., a New
York corporation, and Bank One, National Association, as Guarantee Trustee,
dated as of April 30, 2003 (the "Guarantee Agreement"), to the extent provided
therein. The Property Trustee will furnish a copy of the Trust Agreement and the
Guarantee Agreement to the Holder without charge upon written request to the
Issuer Trust at its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     This Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

<PAGE>

     All capitalized terms used but not defined in this Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Exhibits thereto.

<PAGE>

     In Witness Whereof, one of the Administrative Trustees of the Issuer Trust
has executed this certificate this    day of April, 2003.

                                                     BNY Capital V


                                                     By:
                                                         -----------------------
                                                         Name:
                                                         Administrative Trustee

<PAGE>

                                   ASSIGNMENT

     For Value Received, the undersigned assigns and transfers this Preferred
                                  Security to:

        (Insert assignee's social security or tax identification number)

                    (Insert address and zip code of assignee)

and irrevocably appoints
                         -------------------------------------------------------

agent to transfer this Preferred Security Certificate on the books of the Issuer
Trust. The agent may substitute another to act for him or her.

Date:
      ----------------

Signature:
           ---------------------------------------------------------------------
            (Sign exactly as your name appears on the other side of this Capital
                                      Security Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.