Exhibit 10(o)

AMENDMENT NUMBER FOURTEEN



TO



GRANTOR TRUST AGREEMENT



THIS AGREEMENT, made as of the 28th day of June, 2002 by and between THE
BANK OF NEW YORK COMPANY, INC., a corporation organized and existing under the laws of the State of New York (hereinafter referred to as the Company), and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), a corporation
organized and existing under the laws of the New York (hereinafter referred to as the Trustee).



W  I  T  N  E  S  S  E  T  H  :



WHEREAS, the Company and the Trustee entered into a Grantor Trust Agreement dated as of November 16, 1993 (as amended from
time to time, the Agreement);



WHEREAS, Article
TWELFTH of the Agreement provides that the Company may amend the Agreement; and



WHEREAS, the Company desires to amend the Agreement;



NOW, THEREFORE, the Company and the Trustee agree as follows, effective June 28, 2002:



Exhibit I to the Agreement is amended by deleting Exhibit I in its entirety and substituting therefor Exhibit I in the form attached hereto.



IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed in their respective names by their duly authorized officers under their corporate seals as of the day and year first above written.



|        |  |                           |  |                                    |  |     |  |                                                  
|------- |  | ------------------------- |  | ---------------------------------- |  | --- |  | -------------------------------------------------
|ATTEST: |  |                           |  | THE BANK OF NEW YORK COMPANY, INC.
|        |  |                           |  |                                   
|        |  | /s/    PATRICIA A. BICKET |  |                                    |  | By: |  | /s/    BRUCE W. VAN SAUN                         
|        |  |                           |  |                                    |  |    
|        |  |                           |  |                                    |  |     |  | Bruce W. Van Saun Senior Executive Vice President



|        |  |                       |  |                     |  |        |  |                               
|------- |  | --------------------- |  | ------------------- |  | ------ |  | ------------------------------
|ATTEST: |  |                       |  | JPMORGAN CHASE BANK
|        |  |                       |  |                    
|        |  | /s/    BARRY OCONNOR |  |                     |  | By:    |  | /s/    GERARD STAFFORD - SMITH
|        |  |                       |  |                     |  |       
|        |  |                       |  |                     |  | Name:  |  | Gerard Stafford - Smith       
|        |  |                       |  |                     |  | Title: |  | Vice President                



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Exhibit 10(o)



EXHIBIT I



|1. | The Bank of New York Company, Inc. Excess Benefit Plan
|-- | ------------------------------------------------------



|2. | The Bank of New York Company, Inc. Supplemental Executive Retirement Plan
|-- | -------------------------------------------------------------------------



|3. | Severance Agreements between The Bank of New York Company, Inc. and the following persons:
|-- | ------------------------------------------------------------------------------------------



|                      |  |                   
|--------------------- |  | ------------------
|Individual            |  | Date of Agreement 
|Thomas P. Gibbons     |  | July 11, 2000     
|Leslie V. Godridge    |  | July 11, 2000     
|Alan R. Griffith      |  | July 11, 2000     
|Gerald L. Hassell     |  | July 11, 2000     
|Newton P.S. Merrill   |  | July 11, 2000     
|Donald R. Monks       |  | July 11, 2000     
|Robert J. Mueller     |  | July 11, 2000     
|Thomas J. Perna       |  | July 11, 2000     
|Charles E. Rappold II |  | September 30, 2000
|Thomas A. Renyi       |  | July 11, 2000     
|Brian G. Rogan        |  | July 11, 2000     
|J. Michael Shepherd   |  | January 22, 2001  
|Bruce W. Van Saun     |  | July 11, 2000     
|Joseph M. Velli       |  | July 11, 2000     



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