Exhibit 1.2
April 30, 0000
Xxx Xxxx xx Xxx Xxxx Company, Inc.
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BNY Capital V
x/x Xxx Xxxx xx Xxx Xxxx Company, Inc.
Xxx Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Pricing Agreement dated April 22, 2003 among
us, as representatives of the several Underwriters named in Schedule I thereto,
The Bank of New York Company, Inc., a New York corporation (the "Company"), and
BNY Capital V, a statutory trust formed under the laws of the State of Delaware
(together with the Underwriting Agreement Standard Provisions (August 2002) (the
"Standard Provisions") incorporated in such Pricing Agreement, the "Underwriting
Agreement").
For the avoidance of doubt, to correct a mutual mistake and to ensure
consistency with contemporaneous securities offerings of the Company, the
undersigned parties to the Underwriting Agreement agree to amend and restate the
first paragraph of Section 7(c) of the Standard Provisions as follows: "Xxxx
Xxxxxxxx, Senior Counsel of The Bank of New York, shall have furnished to the
Representatives such written opinion or opinions to the effect of paragraphs
(1), (2) and (6) below, and Xxxxxxxx & Xxxxxxxx LLP, special counsel to the
Company, shall have furnished to the Representatives such written opinion or
opinions to the effect of paragraphs (2) through (4) below, and paragraphs 6(i),
6(ii), 6(iii) and 6(vi) below, in each case, dated the Time of Delivery for such
Designated Securities, and, in each case, in form and substance satisfactory to
the Representatives:".
Except as set forth in the preceding paragraph, the Underwriting
Agreement shall otherwise remain in full force and effect in accordance with its
terms.
This letter agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts shall together constitute one and
the same instrument. This letter agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Very truly yours,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
As Representatives of the Underwriters
By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By: /s/ Xxxxxx Xxxxxx
------------------------
Name: Xxxxxx Xxxxxx
Title: Duly Authorized Attorney
Accepted as of the date hereof:
THE BANK OF NEW YORK COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Comptroller
BNY CAPITAL V
By: THE BANK OF NEW YORK COMPANY, INC.,
as Depositor
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Comptroller
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