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                                                                     EXHIBIT 4.3

                       THE BANK OF NEW YORK COMPANY, INC.

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

     Pursuant to resolutions of the Board of Directors, dated May 14, 2002 (the
"Resolutions"), of The Bank of New York Company, Inc. (the "Company"), and an
Action, dated June 26, 2002 (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 Subordinated Indenture, dated as of October 1, 1993 (the
"Senior Subordinated Indenture"), between the Company and J.P. Morgan Trust
Company, as Successor 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 Subordinated Indenture shall be as follows
(capitalized terms not defined herein shall have the meanings assigned to them
in the Senior Subordinated Indenture or the Prospectus, dated June 10, 2002, as
supplemented by the Prospectus Supplement, dated June 26, 2002):

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

     (2)  The aggregate initial offering price of the Notes which may be
authenticated and delivered under the Senior Subordinated Indenture shall be
$1,000,000,000 (as such amount may be reduced by the aggregate initial offering
price of Senior Notes issued under the Senior Indenture) subject to being
increased in the future on the same terms and conditions as permitted under

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Section 301 of the Senior Indenture (except for (a) 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
Subordinated 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
Subordinated 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.

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

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     (7)  The Notes will be subject to Section 1402 and 1403 of the Senior
Subordinated 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 Subordinated 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 Subordinated
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 Company's obligations under the Notes shall rank pari passu in
right of payment with other 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 Senior Subordinated Indenture.

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     (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 Senior
Subordinated Indenture, this Officers' Certificate.

Dated: June 26, 2002

                                            /s/ Bruce Van Saun
                                        By:
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                                           Bruce Van Saun
                                           Senior Executive Vice President
                                             and Chief Financial Officer

                                            /s/ J. Michael Shepherd
                                        By:
                                           ---------------------------------
                                           J. Michael Shepherd
                                           Executive Vice President,
                                             General Counsel and Secretary

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