Re: Transition AgreementBank of New York Co Inc • June 29th, 2007 • State commercial banks • New York
As you are aware, The Bank of New York Company, Inc. (together with its affiliates, the “Company”) and Mellon Financial Corporation (together with its affiliates, “Mellon”) have entered an agreement and plan of merger dated as of December 3, 2006 (as amended and restated from time to time, the “Merger Agreement”), pursuant to which the Company and Mellon will merge (the “Merger”) to form a new corporation as of the consummation of the Merger (the date of consummation, the “Effective Date”) to be named The Bank of New York Mellon Corporation (together with its affiliates, “BNY-Mellon”). By operation of the Merger, BNY-Mellon will succeed to all of the rights and obligations of the Company under this Agreement from and after the Effective Date.
Mr. Thomas A. Renyi Chairman and Chief Executive Officer The Bank of New York Company, Inc. One Wall Street New York, New York 10286 Dear Tom:Bank of New York Co Inc • June 29th, 2007 • State commercial banks • New York
As you are aware, The Bank of New York Company, Inc. (together with its affiliates, the “Company”) and Mellon Financial Corporation (together with its affiliates, “Mellon”) have entered an agreement and plan of merger dated as of December 3, 2006 (as amended from time to time, the “Merger Agreement”), pursuant to which the Company and Mellon will merge (the “Merger”) to form a new corporation as of the consummation of the Merger (the date of consummation, the “Effective Date”) to be named The Bank of New York Mellon Corporation (together with its affiliates, “Newco”). By operation of the Merger, Newco will succeed to all of the rights and obligations of the Company under this Agreement from and after the Effective Date.
THE BANK OF NEW YORK COMPANY, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 29th, 2007 • Bank of New York Co Inc • State commercial banks
Pursuant to the 2003 Long-Term Incentive Plan of the Bank of New York Company, Inc. (“Plan”) and in connection with consummation of the transactions contemplated by the Agreement and Plan of Merger between Mellon Financial Corporation and the Company, dated December 3, 2006 (as amended and restated from time to time, the “Merger Agreement”), you are hereby granted, effective the date set forth in Section 1, a non-statutory stock option to purchase shares of Common Stock upon the following terms and conditions and the terms and conditions of the Plan (“Option”); provided that if the Closing Date (as defined in the Merger Agreement) does not occur on or before December 31, 2007, the Option will not be granted and this agreement and your rights under it will be cancelled.
Mr. Bruce Van Saun The Bank of New York Company, Inc. One Wall Street New York, New York 10286 Re: Transition Agreement Dear Bruce:Bank of New York Co Inc • June 29th, 2007 • State commercial banks • New York
As you are aware, The Bank of New York Company, Inc. (together with its affiliates, the “Company”) and Mellon Financial Corporation (together with its affiliates, “Mellon”) have entered an agreement and plan of merger dated as of December 3, 2006 (as amended and restated from time to time, the “Merger Agreement”), pursuant to which the Company and Mellon will merge (the “Merger”) to form a new corporation as of the consummation of the Merger (the date of consummation, the “Effective Date”) to be named The Bank of New York Mellon Corporation (together with its affiliates, “BNY-Mellon”). By operation of the Merger, BNY-Mellon will succeed to all of the rights and obligations of the Company under this Agreement from and after the Effective Date.
THE BANK OF NEW YORK COMPANY, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 29th, 2007 • Bank of New York Co Inc • State commercial banks
Pursuant to the 2003 Long-Term Incentive Plan of the Bank of New York Company, Inc. (“Plan”) and in connection with consummation of the transactions contemplated by the Agreement and Plan of Merger between Mellon Financial Corporation and the Company, dated December 3, 2006 (as amended and restated from time to time, the “Merger Agreement”), you are hereby granted, effective the date set forth in Section 1, a non-statutory stock option to purchase shares of Common Stock upon the following terms and conditions and the terms and conditions of the Plan (“Option”); provided that if the Closing Date (as defined in the Merger Agreement) does not occur on or before December 31, 2007, the Option will not be granted and this agreement and your rights under it will be cancelled.
