AMENDMENT NUMBER FIFTEEN TO GRANTOR TRUST AGREEMENT

Exhibit 10(p)

AMENDMENT NUMBER FIFTEEN

TO

GRANTOR TRUST AGREEMENT

THIS AGREEMENT, made as of the 30th day of June, 2003 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 30, 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/    XXXXXXXX X. XXXXXX				By:		/s/    XXXXX X. XXX XXXX
ASST. SECRETARY								Xxxxx X. Xxx Xxxx Senior Executive Vice President
ATTEST:						JPMORGAN CHASE BANK
		/s/    XXXXX X’XXXXXX				By:		/s/    XXXXXX XXXXXXXX - XXXXX
						Name: Title:		Xxxxxx Xxxxxxxx - Xxxxx Vice President

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Exhibit 10(p)

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
Xxxxxx X. Xxxxxxx		July 11, 2000
Xxxxxx X. Xxxxxxxx		July 11, 2000
Xxxx X. Xxxxxxxx		July 11, 2000
Xxxxxx X. Xxxxxxx		July 11, 2000
Xxxxxx X. Xxxxx		July 11, 2000
Xxxxxx X. Xxxxxxx		July 11, 2000
Xxxxxx X. Xxxxx		July 11, 2000
Xxxxxxx X. Xxxxxxx XX		September 30, 2000
Xxxxxx X. Renyi		July 11, 2000
Xxxxx X. Xxxxx		July 11, 2000
J. Xxxxxxx Xxxxxxxx		January 22, 0000
Xxxxx X. Xxx Xxxx		July 11, 2000
Xxxxxx X. Xxxxx		July 11, 2000

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