AMENDMENT NUMBER SEVEN TO GRANTOR TRUST AGREEMENT

Exhibit 10(h)

AMENDMENT NUMBER SEVEN

TO

GRANTOR TRUST AGREEMENT

THIS AGREEMENT, made as of the ninth of May, 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 May 9, 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.

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Exhibit 10(h)

EXHIBIT I

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