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                                                                     EXHIBIT 4.4

                       THE BANK OF NEW YORK COMPANY, INC.

                        Officers' Certificate Pursuant to
                           Sections 201 and 301 of the
                                Senior Indenture
                                ----------------

          Pursuant to resolutions of the Board of Directors, dated April 11,
2000 (the "Resolutions"), of The Bank of New York Company, Inc. (the "Company"),
and an Action, dated July 20, 2001 (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 Senior Indenture, dated as of July 18, 1991 (the
"Senior Indenture"), between the Company and Bankers Trust Company, 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 Senior Indenture shall be as follows (capitalized terms not defined
herein shall have the meanings assigned to them in the Senior Indenture or the
Prospectus, dated June 18, 2001, as supplemented by the Prospectus Supplement,
dated July 20, 2001):

          (1) The title of the Securities of such series is "Senior Medium-Term
Notes Series D" (the "Notes").

          (2) The aggregate initial offering price of the Notes which may be
authenticated and delivered under the Senior Indenture shall be $1,000,000,000
(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) Notes authenticated and delivered

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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 Notes which, pursuant to Section 303, are deemed never to have been
delivered thereunder.

         (3) The Notes shall mature, and the principal amount thereof shall be
payable as set forth, from time to time, in the Global Note (as defined below)
evidencing each issue of Notes.

         (4) The rate at which each Note shall bear interest shall be as set
forth, from time to time, in the Pricing Supplement or Terms Agreement
applicable to each issue of Notes. The date from which each Note shall bear
interest and the dates and basis upon which interest will be paid on each Note
shall be as set forth, from time to time, in the Pricing Supplement or Terms
Agreement applicable to each issue of Notes. Interest shall be payable to the
person in whose name a Note (or any Predecessor Security, as defined in the
Senior Indenture) is registered at the close of business on the "Regular Record
Date", as specified in the applicable Pricing Supplement or Terms Agreement.

         (5) Whether the Notes may be redeemed by the Company prior to Maturity
shall be set forth in the applicable Pricing Supplement or Terms Agreement.

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         (6) Whether the Notes will have the benefit of any sinking fund shall
be set forth in the applicable Pricing Supplement or Terms Agreement.

         (7) The Notes will be subject to Section 1302 and 1303 of the Senior
Indenture unless otherwise set forth in the Pricing Supplement or Terms
Agreement applicable to each issue of Notes.

         (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 Senior Indenture or in the
Global Note, owners of beneficial interests in the Note evidenced by the Global
Note will not be entitled to any rights under the Senior 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 Exchange
Act. Initially, the Global Note shall be issued to the Depositary and registered
in the name of Cede & Co., as the nominee of the Depositary.

         (9) 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.

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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: July 20, 2001



                                                 By: /s/ Bruce Van Saun
                                                    --------------------------
                                                    Bruce Van Saun
                                                    Senior Executive
                                                    Vice President


                                                 By: /s/ J. Michael Shepherd
                                                    --------------------------
                                                    J. Michael Shepherd
                                                    Secretary

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