<PAGE>
                                                                     Exhibit 4.1


THIS NOTE IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF ANY BANK OR
NONBANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.

IF THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. AS NOMINEE FOR THE
DEPOSITORY TRUST COMPANY, THEN THE FOLLOWING LEGEND SHALL APPLY:

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO MATURITY" AND
"INITIAL SHORT ACCRUAL PERIOD OID" (COMPUTED UNDER THE EXACT METHOD) SET FORTH
BELOW HAVE BEEN COMPLETED SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME
TAX ORIGINAL ISSUE DISCOUNT RULES.


                                                               CUSIP:
REGISTERED                                                     REGISTERED
No. FXR                                                        $


                       THE BANK OF NEW YORK COMPANY, INC.
                       [SENIOR MEDIUM-TERM NOTE SERIES D]
                 [SENIOR SUBORDINATED MEDIUM-TERM NOTE SERIES E]
                                  (Fixed Rate)

ORIGINAL ISSUE DATE:       INTEREST RATE:              STATED MATURITY DATE:


REDEMPTION COMMENCEMENT    INITIAL REDEMPTION          ANNUAL REDEMPTION
DATE:                      PERCENTAGE:                 PERCENTAGE REDUCTION:
<PAGE>

HOLDER'S OPTIONAL
REPAYMENT DATE(S):             TOTAL AMOUNT OF OID:   ORIGINAL YIELD TO
                                                      MATURITY:


INITIAL SHORT ACCRUAL   ISSUE PRICE:                  OTHER PROVISIONS:
PERIOD OID:


         [ ] IF BOX IS CHECKED, THE NOTE IS AN AMORTIZING NOTE AND INFORMATION
REGARDING AMORTIZING PAYMENT DATES AND AMORTIZING PAYMENT AMOUNTS IS PROVIDED IN
AN ADDENDUM.

         [ ] IF BOX IS CHECKED, THE NOTE IS A RENEWABLE NOTE OR AN EXTENDIBLE
NOTE AND INFORMATION REGARDING RENEWAL DATE, NEW MATURITY DATE, FINAL MATURITY
DATE OR EXTENSION PERIOD, AS APPLICABLE, AND ANY OTHER APPROPRIATE INFORMATION
IS PROVIDED IN AN ADDENDUM.

         The Bank of New York Company, Inc., a New York corporation (the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of ______________________________
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon at the
Interest Rate per annum specified above, until the principal hereof is paid or
duly made available for payment, on the _____________ day of each __________ and
__________ (each an "Interest Payment Date") in each year commencing on the
first Interest Payment Date next succeeding the Original Issue Date specified
above, unless the Original Issue Date occurs between a Regular Record Date, as
defined below, and the next succeeding Interest Payment Date or on an Interest
Payment Date, in which case commencing on the second Interest Payment Date
succeeding the Original Issue Date, to the registered holder of this Note on the
Regular Record Date with respect to such second Interest Payment Date, and on
the Stated Maturity Date (or any Redemption Date as defined below or any
Holder's Optional Repayment Date with respect to which such option has been
exercised, each such Stated Maturity Date, Redemption Date and Holder's Optional
Repayment Date being herein referred to as a "Maturity Date" with respect to the
principal payable on such date). Interest on this Note will accrue from the most
recent Interest Payment Date to which interest has been paid or duly provided
for or, if no interest has been paid or duly provided for, from the Original
Issue Date specified above until the principal hereof has been paid or duly made
available for payment. If the Maturity Date or an Interest Payment Date falls on
a day which is not a Business Day as defined below, principal, premium, if any,
or interest payable with respect to such Maturity Date or Interest Payment Date
will be paid on the next succeeding Business Day with the same force and effect
as if made on such Maturity Date or Interest Payment Date, as the case may be,
and no interest on such payment shall accrue for the period from and after such
Maturity Date or Interest Payment Date, as the case may be. The interest so
<PAGE>

payable, and punctually paid or duly provided for, on any Interest Payment Date
will, subject to certain exceptions, be paid to the Person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the Regular Record Date for such interest, which shall be the fifteenth
calendar day (whether or not a Business Day) next preceding such Interest
Payment Date; provided, however, that interest payable at Maturity will be
              --------  -------
payable to the Person to whom the principal hereof shall be payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee (referred to below), notice
whereof shall be given to the Holder of this Note not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner,
all as more fully provided in the Indenture.

         As used herein, "Business Day" means any day other than a Saturday,
Sunday, legal holiday or other day on which banking institutions in The City of
New York are authorized or required by law, regulation or executive order to
close.

         Payment of the principal of, premium, if any, and interest due on this
Note will be made in immediately available funds at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
                                                                 --------
however, that payment of interest on any Interest Payment Date other than the
-------
Maturity Date may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register. A Holder of not less than $10,000,000 aggregate principal
amount of the Notes having the same Interest Payment Dates may by written notice
to the Paying and Authenticating Agent (referred to below) at its principal
corporate trust office in The City of New York (or at such other address as the
Company shall give notice in writing) on or before the Regular Record Date
preceding an Interest Payment Date, arrange to have the interest payable on all
Notes held by such Holder on such Interest Payment Date, and all subsequent
Interest Payment Dates until written notice to the contrary is given to the
Paying and Authenticating Agent, made by wire transfer of immediately available
funds to a designated account maintained at a bank in The City of New York (or
other bank consented to by the Company) as the holder of such Notes shall have
designated; provided that such bank has appropriate facilities therefor.

         [Insert for Senior Subordinated Medium-Term Note] This Note is one of a
duly authorized series of securities of the Company (hereinafter called the
"Securities") issued and to be issued in one or more series under an Indenture
dated as of October 1, 1993 (herein called the "Indenture") between the Company
and Chase Manhattan Trust Company National Association, as successor Trustee
<PAGE>

(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Senior
Subordinated Medium-Term Notes Series E (the "Notes") and of the terms upon
which the Notes are, and are to be, authenticated and delivered. The Notes are
limited in aggregate principal amount of $1,000,000,000. The Bank of New York,
acting through its corporate trust offices in The City of New York is the
initial paying agent for the payment of interest and principal of the Notes (the
"Paying Agent"); and The Bank of New York acting through its corporate trust
offices in The City of New York is the authenticating agent for the Notes (the
"Paying and Authenticating Agent"). The Notes may bear different Original Issue
Dates, mature at different times, bear interest at different rates and vary in
such other ways as are provided in the Indenture.

         [Insert for Senior Medium-Term Notes] This Note is one of a duly
authorized series of securities of the Company (hereinafter called the
"Securities") issued and to be issued in one or more series under an Indenture
dated as of July 18, 1991 (herein called the "Indenture") between the Company
and Bankers Trust Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Senior Medium-Term Notes Series D (the "Notes") and of
the terms upon which the Notes are, and are to be, authenticated and delivered.
The Notes are limited in aggregate principal amount of $1,000,000,000. The Bank
of New York, acting through its corporate trust offices in The City of New York
is the initial paying agent for the payment of interest and principal of the
Notes (the "Paying Agent"); and The Bank of New York acting through its
corporate trust offices in The City of New York is the authenticating agent for
the Notes (the "Paying and Authenticating Agent"). The Notes may bear different
Original Issue Dates, mature at different times, bear interest at different
rates and vary in such other ways as are provided in the Indenture.

         This Note is not subject to any sinking fund.

         This Note may be subject to repayment at the option of the Holder on
any Holder's Optional Repayment Date(s), if any, indicated above. If no Holder's
Optional Repayment Dates are set forth above, this Note may not be so repaid at
the option of the Holder hereof prior to the Stated Maturity Date. On any
Holder's Optional Repayment Date this Note shall be repayable in whole or in
part in increments of [$1,000] [Insert other minimum denomination] (provided
that any remaining principal hereof shall be at least [$1,000] [Insert such
other minimum denomination]) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the Holder hereof, this Note must
<PAGE>

be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Paying and Authenticating Agent at the principal corporate
trust office of The Bank of New York in The City of New York, or such other
address which the Company shall from time to time notify the Holders of the
Notes, not less than 30 nor more than 60 days prior to the Holders Optional
Repayment Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable.

         This Note may be redeemed at the option of the Company on any date on
and after the Redemption Commencement Date, if any, specified above (the
"Redemption Date"). If no Initial Redemption Date is set forth above, this Note
may not be redeemed at the option of the Company prior to the Stated Maturity
Date. On and after the Initial Redemption Date, if any, this Note may be
redeemed at any time in whole or from time to time in part in increments of
[$1,000] [Insert other minimum denomination] (provided that any remaining
principal hereof shall be at least [$1,000] [Insert other minimum denomination])
at the option of the Company at the applicable Redemption Price (as defined
below) together with interest thereon payable to the Redemption Date, on notice
given to the Holder not less than 30 nor more than 60 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.

         Notices to the holders of the Notes with respect to redemption as
provided above will be mailed first class mail, postage prepaid, to the holders'
addresses listed in the Security Register maintained by the security registrar
not less than 30 nor more than 60 days prior to the Redemption Date.

         If this Note is redeemable at the option of the Company, the
"Redemption Price" shall initially be the Initial Redemption Percentage
specified above, of the principal amount of this Note to be redeemed and shall
decline at each anniversary of the Redemption Commencement Date by the Annual
Redemption Percentage Reduction, if any, specified above, of the principal
amount to be redeemed until the Redemption Price is 100% of such principal
amount.

         The "Amortized Face Amount" of an Original Issue Discount Note shall be
the amount equal to (i) the Issue Price set forth above plus (ii) that portion
of the difference between the Issue Price and the principal amount of such Note
that has accrued at the Original Yield to Maturity (computed in accordance with
generally accepted United States bond yield computation principles) by the date
of redemption or repayment, as calculated by the Calculation Agent, but in no
event shall the Amortized Face Amount of an Original Issue Discount Note exceed
its principal amount.

         Interest payments on this Note will include interest accrued to but
excluding the Interest Payment Date or the date of Maturity, as the case may be.
Interest payments for this Note will be computed and paid on the basis of a
360-day year of twelve 30-day months.
<PAGE>

         If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture. [Insert if this Note is a
Senior Subordinated Medium-Term Note -- Payment of the principal of the Notes
may be accelerated only in the case of certain events involving the bankruptcy,
insolvency or reorganization of the Company. There is no right of acceleration
of payment of the Senior Subordinated Medium-Term Notes in the case of a default
in the performance of any covenant of the Company, including payment of
principal or interest.]

         [Insert if this Note is a Senior Subordinated Medium-Term Note -- The
indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
subordinated and subject in right of the payment in full of the principal of
(and premium, if any) and the interest on all Senior Indebtedness, as defined in
the Indenture, and this security is issued subject to the provisions of the
Indenture with respect thereto. Each Holder of this Note, by accepting the same,
agrees that each holder of Senior Indebtedness, whether created or acquired
before or after the issuance of the Notes, shall be deemed conclusively to have
relied on such provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness. The Indenture also provides that if, upon the
occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to such subordination provisions,
any amount of cash, property or securities available for payment or distribution
in respect of Securities of this series(as defined in the Indenture, "Excess
Proceeds"), and if, at such time, any Entitled Person (as defined in the
Indenture) has not received payment in full of all amounts due or to become due
on or in respect of Other Financial Obligations (as defined in the Indenture),
then such Excess Proceeds shall first be applied to pay or provide for the
payment in full of such Other Financial Obligations before any payment or
distribution may be made in respect of Notes. This Note is also issued subject
to the provisions of the Indenture regarding payments to Entitled Persons in
respect of Other Financial Obligations. Each Holder of this Note, by accepting
the same, agrees to he bound by the provisions of the Indenture described herein
and authorizes and directs the Trustee to take such action on his behalf as may
be necessary or appropriate to acknowledge or effectuate the subordination of
this Note and payment of Excess Proceeds as provided in the Indenture and
appoints the Trustee his attorney-in-fact for any and all such purposes.]

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at
<PAGE>

the time Outstanding, on behalf of the Holders of all Securities of each series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note, at the times, place, and rate, and in the coin or currency, herein
prescribed.

         As provided in the Indenture, and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office or agency of the Company in any place where the principle of and
any premium and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar, duly executed by the Holder hereof or by
such Holder's attorney duly authorized in writing and thereupon one or more new
Notes and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

         The Notes are issuable only in registered form without coupons in
minimum denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000 and, unless otherwise specified on the face hereof,
shall be denominated in U.S. dollars. As provided in the Indenture, and subject
to certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of (and
premium, if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto,
<PAGE>

against any incorporator, shareholder, officer or director, as such, past,
present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed in such State.

         All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

         Unless the Certificate of Authentication hereon has been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of
its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.


                      [This space left blank intentionally]
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.

                                          Dated:


                                          THE BANK OF NEW YORK COMPANY, INC.


                                          By:
                                               -----------------------------
                  [SEAL]




Attest:

----------------------------


CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.

[Insert for Senior Medium-Term Notes] Bankers Trust Company, as Trustee
[Insert for Senior Subordinated Medium-Term Notes] Chase Manhattan Trust Company
National Association, as Trustee

By: The Bank of New York
As Authenticating Agent



By:
   ------------------------
   Authorized Officer
<PAGE>

                            OPTION TO ELECT REPAYMENT

         The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
        (Please print or typewrite name and address of the undersigned)

         For this Note to be repaid, this Note must be received at the corporate
trust office of The Bank of New York, in The City of New York, or at such other
place or places which the Company shall from time to time notify the Holder of
this Note, not less than 30 nor more than 60 days prior to the Holder's Optional
Repayment Date, if any, specified above, with this "Option to Elect Repayment"
form duly completed. Exercise of such repayment option by the holder hereof
shall be irrevocable. In the event of repayment of this Note in part only, a new
Note or Notes for the amount of the unpaid portion hereof shall be issued in the
name of the holder hereof upon the cancellation hereof.

         If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of [$1,000][Insert
other minimum denomination]) which the Holder elects to have repaid and specify
the denomination or denominations (each of which shall be [$1,000] [Insert such
other minimum denomination] or an integral multiple of [$1,000] [Insert such
other minimum denomination] in excess of [$1,000] [Insert such other minimum
denomination]) of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification, one such Note
will be issued for the portion not being repaid).

$ --------------------                  ---------------------------------
                                        NOTICE:  The signature on this
Date                                    Option to Elect Repayment must
     -----------------                  correspond with the name as written upon
                                        the face of this Note in every
                                        particular, without alteration or
                                        enlargement or any change whatever.
<PAGE>

                                  ABBREVIATIONS


         The following abbreviations, when used in the inscription on this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.

                  TEN COM--as tenants in common

                  UNIF GIFT MIN ACT--.............Custodian....................
                                                                  (Minor)

                           Under Uniform Gifts to Minors Act

                           .................................
                                     (State)

                  TEN ENT--as tenants by the entireties
                  JT TEN-- as joint tenants with right of survivorship
                           and not as tenants in common

    Additional abbreviations may also be used though not in the above list.
<PAGE>

                         -----------------------------

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please Insert Social Security or Other
         Identifying Number of Assignee:

-----------------------------

--------------------------------------------------------------------------------

                  PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                        INCLUDING ZIP CODE OF ASSIGNEE:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

the within Note and all rights thereunder, and does hereby irrevocably
constitute and appoint ______________________________________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated:
        -------------------                 -------------------------
                                            Signature Guaranteed:

                                            -------------------------

                                            -------------------------
NOTICE: The signature(s) to this assignment must correspond with the name as
written upon the within instrument in every particular, without alteration or
enlargement, or any change whatever.


SIGNATURE GUARANTEED:
                     ------------------------------
NOTICE: The signature(s) must be guaranteed by an eligible guarantor institution
(e.g., banks, securities brokers or dealers, credit unions, national securities
 ----
exchanges and savings associations) which is a member of or participant in a
signature guarantee program recognized by the Securities registrar pursuant to
Rule 17Ad-15 under the Securities Exchange Act of 1934.