EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2009 • Bank of New York Mellon CORP • State commercial banks • Delaware
This INDEMNIFICATION AGREEMENT is made this day of (the “Agreement”) by and between The Bank of New York Mellon Corporation (the “Company”) and (“Indemnitee”).
AMENDMENT TO CHANGE IN CONTROL LETTER AGREEMENTChange in Control Letter Agreement • February 27th, 2009 • Bank of New York Mellon CORP • State commercial banks
This amendment (the “Amendment”) is to the change in control severance letter between Thomas P. Gibbons (the “Executive”) and The Bank of New York Company, Inc., dated July 11, 2000 (the “Agreement”).
AMENDMENT TO AGREEMENTTo Agreement • February 27th, 2009 • Bank of New York Mellon CORP • State commercial banks
WHEREAS, Mellon Financial Corporation (“Mellon”) and Steven G. Elliott, an employee (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change in control, dated as of February 1, 1997 (the “Change in Control Agreement”), as amended on December 22, 2006 as part of the Amendment to Agreements in contemplation of the merger of Mellon and The Bank of New York Company, Inc., on July 5, 2007, and on October 24, 2008 as part of the The Bank of New York Mellon Corporation’s participation in the United States Department of Treasury’s TARP Capital Purchase Program; and
AMENDMENT TO AGREEMENTAmendment to Agreement • February 27th, 2009 • Bank of New York Mellon CORP • State commercial banks
WHEREAS, Mellon Financial Corporation (“Mellon”) and Steven G. Elliott (the “Executive”) have previously entered into an employment agreement dated February 1, 2004 (the “Employment Agreement”), as amended December 22, 2006; and
AMENDMENT TO AGREEMENTTo Agreement • February 27th, 2009 • Bank of New York Mellon CORP • State commercial banks
WHEREAS, Mellon Financial Corporation (“Mellon”) and Robert P. Kelly (the “Executive”) have previously entered into a letter agreement dated January 30, 2006 and executed January 31, 2006 (the “Employment Letter”), as amended December 22, 2006; and
AMENDMENT TO AGREEMENTTo Agreement • February 27th, 2009 • Bank of New York Mellon CORP • State commercial banks
WHEREAS, Mellon Financial Corporation (“Mellon”) and Ronald P. O’Hanley, an employee (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change in control, dated as of June 18, 2001 (the “Change in Control Agreement”), as amended on December 22, 2006 as part of the Amendment to Agreements in contemplation of the merger of Mellon and The Bank of New York Company, Inc., on July 28, 2007, and on October 24, 2008 as part of the The Bank of New York Mellon Corporation’s participation in the United States Department of Treasury’s TARP Capital Purchase Program; and
Lisa B. Peters Senior Executive Vice PresidentBank of New York Mellon CORP • February 27th, 2009 • State commercial banks
Effective February 13, 2006 you and Mellon Financial Corporation entered into a Letter Agreement which set forth the understanding between you and Mellon with respect to your compensation and benefits related to your employment. This Letter Agreement was amended on December 22, 2006 as a part of the Amendment to Agreements in contemplation of the merger of Mellon Financial Corporation and The Bank of New York Company, Inc., and on October 24, 2008 as a part of The Bank of New York Mellon Corporation’s participation in the United States Department of Treasury’s TARP Capital Purchase Program. Upon further review of your Letter Agreement, as amended, an additional amendment is necessary prior to year end to comply with Internal Revenue Code Section 409A (Section 409A).
Lisa B. Peters Senior Executive Vice PresidentBank of New York Mellon CORP • February 27th, 2009 • State commercial banks
Effective April 19, 2006 you and Mellon Financial Corporation entered into a Letter Agreement which set forth the understanding between you and Mellon with respect to your compensation and benefits related to your employment. This Letter Agreement was amended on December 22, 2006 as a part of the Amendment to Agreements in contemplation of the merger of Mellon Financial Corporation and The Bank of New York Company, Inc., and on October 24, 2008 as a part of The Bank of New York Mellon Corporation’s participation in the United States Department of Treasury’s TARP Capital Purchase Program. Upon further review of your Letter Agreement, as amended, an additional amendment is necessary prior to year end to comply with Internal Revenue Code Section 409A (Section 409A).
December , 2008Bank of New York Mellon CORP • February 27th, 2009 • State commercial banks
The purpose of this letter is to amend the terms of the agreement between you and The Bank of New York Company, Inc., dated June 25, 2007 (the “Transition Agreement”) to provide for necessary changes to comply with Section 409A of the Internal Revenue Code. If you agree, this letter will amend the Transition Agreement.
