Exhibit 10(i)

AMENDMENT NUMBER EIGHT



TO



GRANTOR TRUST AGREEMENT



THIS AGREEMENT, made as of the eighth day of July, 1997, 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 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 July 8, 1997:



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/    RUSSELL P. WELLINGER |  |                                    |  | By:    |  | /s/    DENO D. PAPAGEORGE                         
|        |  |                             |  |                                    |  |       
|        |  |                             |  |                                    |  |        |  | Deno D. Papageorge Senior Executive Vice President
|        |  |                            
|ATTEST: |  |                             |  | THE CHASE MANHATTAN BANK          
|        |  |                             |  |                                   
|        |  | /s/    CATHERINE J. PLATT   |  |                                    |  | By:    |  | /s/    GERARD STAFFORD - SMITH                    
|        |  |                             |  |                                    |  |       
|        |  |                             |  |                                    |  | Name:  |  | Gerard Stafford - Smith                           
|        |  |                             |  |                                    |  | Title: |  | Assistant & Vice President                        



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Exhibit 10(i)

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



|                    |  |                  
|------------------- |  | -----------------
|Individual          |  | Date of Agreement
|Alan R. Griffith    |  | October 11, 1994 
|Joseph A. Grimaldi  |  | April 11, 1995   
|Gerald L. Hassell   |  | April 11, 1995   
|Newton P.S. Merrill |  | October 11, 1994 
|Donald R. Monks     |  | January 14, 1997 
|Robert J. Mueller   |  | October 11, 1994 
|Richard A. Pace     |  | October 11, 1994 
|Thomas A. Renyi     |  | October 11, 1994 
|Bruce W. Van Saun   |  | July 8, 1997     



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