Amendment Letter to Underwriting Agreement among Merrill Lynch, Morgan Stanley, The Bank of New York Company, Inc., and BNY Capital V (April 30, 2003)

Summary

This letter agreement, dated April 30, 2003, is between Merrill Lynch, Morgan Stanley (as representatives of the underwriters), The Bank of New York Company, Inc., and BNY Capital V. It amends a specific section of the Underwriting Agreement related to the required legal opinions for a securities offering, correcting a mutual mistake and ensuring consistency with similar transactions. All other terms of the original Underwriting Agreement remain unchanged. The agreement is governed by New York law and may be executed in counterparts.

EX-1.2 4 dex12.txt LETTER AGREEMENT DATED 04/30/2003 Exhibit 1.2 April 30, 2003 The Bank of New York Company, Inc. One Wall Street New York, New York 10286 BNY Capital V c/o The Bank of New York Company, Inc. One Wall Street New York, New York 10286 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: "Paul Immerman, 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 Sullivan & Cromwell 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, Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated As Representatives of the Underwriters By: Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ Sabina Ceddia ------------------------ Name: Sabina Ceddia Title: Duly Authorized Attorney Accepted as of the date hereof: THE BANK OF NEW YORK COMPANY, INC. By: /s/ Thomas J. Mastro ---------------------------- Name: Thomas J. Mastro Title: Comptroller BNY CAPITAL V By: THE BANK OF NEW YORK COMPANY, INC., as Depositor By: /s/ Thomas J. Mastro ---------------------------- Name: Thomas J. Mastro Title: Comptroller 2