Officers' Certificate pursuant to Section 301 of  Senior Subordinated Indenture.


 EXHIBIT 4.6 
  
 THE BANK OF NEW YORK COMPANY, INC. 
  

Officers’ Certificate Pursuant to 
 Section 301 of the 
 Senior Subordinated 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 the Action, dated August 10, 2004 (the “Action”), of an Authorized Officer (as defined in the Resolutions) of the Company pursuant to the Resolutions and Section 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, National Association, as Successor Trustee (the “Trustee”), the undersigned certify as
follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Subordinated Indenture or the Prospectus, dated August 10, 2004, as supplemented by the Prospectus Supplement, dated August 10, 2004): 

 
 (1) Pursuant to an Officers’ Certificate dated June 26, 2002
pursuant to Sections 201 and 301 of the Senior Indenture (the “Original Officers’ Certificate”), the Company established a series of Securities under the Senior Subordinated Indenture titled “Senior Subordinated Medium-Term Notes
Series F” (the “Senior Subordinated Notes”) to be authenticated and delivered from time to time under the Senior Subordinated Indenture and such Officers’ Certificate in an aggregate initial offering price of up to
$1,000,000,000, subject to reduction and such other exceptions as set forth therein. 






 (2) Pursuant to Section 301 of the Senior Subordinated Indenture, all Securities of any one series need
not be issued at one time and may be reopened for issuances of additional Securities of such series. 
  
 (3) Pursuant to an Officers’ Certificate dated March 28, 2003 pursuant to Section 301 of the Senior Subordinated Indenture, the Company increased the
initial limit of the aggregate initial offering price of Senior Subordinated Notes from $1,000,000,000 to $1,422,150,000, subject to reduction and such other exceptions as set forth therein. 
  
 (4) The aggregate initial offering price of the Senior Subordinated Notes
which may be authenticated and delivered under the Senior Subordinated Indenture shall be $1,824,000,000 (as such amount may be reduced by the aggregate initial offering price of Senior Notes issued under the Senior Indenture) (except for (a) Senior
Subordinated Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Subordinated Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Senior Subordinated Indenture and (b) any
Senior Subordinated Notes which, pursuant to Section 303, are deemed never to have been delivered thereunder). 
  
 (5) As of the date hereof, $937,306,000 aggregate principal amount of Senior Notes have been authenticated and delivered by the Company under the Senior
Indenture and $357,397,000 aggregate principal amount of Senior Subordinated Notes have been authenticated and delivered by the Company under the Senior Subordinated Indenture, thereby leaving up to 






 $529,297,000 of Senior Subordinated Notes authorized to be authenticated and delivered under the Senior Subordinated
Indenture as of the date hereof. 
  
 (6) The Original
Officers’ Certificate shall otherwise remain in full force and effect. 
  
 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: August 10, 2004 
  

			
	 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