OFFICERS' CERTIFICATE

 EXHIBIT 4.2
  THE BANK OF NEW YORK COMPANY, INC.
  Officers’ Certificate Pursuant
  to
  Sections 201 and 301 of the 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 an Action, dated March 7, 2003 (the “Action”), of an Authorized Officer (as defined in the Resolutions) of the Company pursuant to the Resolutions and Sections 201 and 301 of the Indenture, dated as of October 1,
1993 (the “Indenture”), between the Company and J.P. Morgan Trust Company, National Association, as Trustee (the “Trustee”), the undersigned certify that the terms of a series of Securities established pursuant to the
Resolutions, the Action and Section 301 of the Indenture shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Indenture:
            (1)     The title of the Securities of such series is “3.40% Fixed Rate/Floating Rate Senior Subordinated Notes due 2013” (the
“Notes”).
            (2)     The aggregate principal amount of the Notes which may be authenticated and delivered
under the Indenture shall be $400,000,000, subject to being increased in the future on the same terms and conditions (except for the issue prices, the issuance dates, and in some cases, the first interest payment date) and with the same CUSIP
number, as permitted under Section 301 of the Indenture (except for 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 Indenture
and except for any Notes which, pursuant to Section 303, are deemed never to have been delivered thereunder).
           (3)     Each Note shall mature, and the principal amount thereof shall be payable, on March 15, 2013.
            (4)     The notes shall bear interest at the rate of 3.40% per annum from and including March 12, 2003 to but excluding March 15, 2008 (the
“fixed rate period”).  During the fixed rate period, interest (i) from and including March 12, 2003 or from and including the most recent Interest Payment Date (as defined in the form of Note) thereafter to which interest has been
paid or duly provided for, to but excluding March 15, 2008 (the “fixed rate period”), semi-annually on March 15 and September 15 of each year, beginning September 15, 2003, at the rate of 3.40% per annum and (ii) from and including March
15, 2008 or from and including the most recent Interest Payment Date thereafter to which interest has





  been paid or duly provided for to but excluding March 15, 2013 or earlier date of redemption (the “floating rate period”), quarterly on each March 15, June 15,
September 15 and December 15 of each year beginning June 15, 2008 (each such semi-annual or quarterly payment date, an “Interest Payment Date”), at a per annum rate equal to LIBOR (as defined in the form of Note) plus 1.48%, as determined
by The Bank of New York, as calculation agent.
            (5)     The notes are not redeemable prior to March 15,
2008.  The notes shall be redeemable in whole or in part at the option of the Company before the maturity date of the notes beginning on March 15, 2008 and on any interest payment date thereafter at a redemption price equal to 100% of the
principal amount of the Notes being redeemed plus any accrued but unpaid interest to the date of redemption.  Notice of redemption shall be mailed to the holders of the Notes to be redeemed not less than 15 nor more than 30 days prior to the
redemption date.
           (6)     The Notes shall not have the benefit of any sinking fund.
            (7)     The Notes shall be subject to Sections 1402 and 1403 of the Indenture.
            (8)     The Notes shall be issued initially in the form of one or more permanent Global Notes (collectively, the “Global Note”) and
the Depositary for such Global Note shall initially be The Depository Trust Company (the “Depositary”).
            Except as otherwise set
forth herein, in the Indenture or in the Global Note, owners of beneficial interests in the Notes evidenced by the Global Note will not be entitled to any rights under the Indenture with respect to the Global Note, and the Depositary may be treated
by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of the Global Note for all purposes whatsoever.
            The
Depositary shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended.  Initially, the Global Note shall be held by the Paying Agent as custodian for the Depositary and registered in the name of Cede & Co.,
as the nominee of the Depositary.
            (9)     The Company’s obligations under the Notes shall rank pari passu in
right of payment with other Senior Subordinated Debt Securities and with the Existing Subordinated Indebtedness, subject to the obligations of the Holder of Notes to pay over any Excess Proceeds to Entitled Persons in respect of Other Financial
Obligations as provided in the Indenture.
           (10)     The Notes will be substantially in the form of Annex A attached
hereto, with such modifications thereto as may be approved by an Authorized Officer.





            IN WITNESS WHEREOF, the undersigned, hereto duly authorized, have duly signed, and delivered or caused to be
delivered to the Trustee under the Indenture, this Officers’ Certificate.
  Dated: March 12, 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