Exhibit 10.156
AMENDMENT
TO SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
Amendment (the “Amendment) to
the Bank of New York Company, Inc. Supplemental Executive
Retirement Plan (the “Plan”).
WHEREAS , The Bank of New York Company, Inc. has adopted
the Plan;
WHEREAS, The Bank of New York Mellon Corporation (the
“Company”) is the successor in interest by merger to
The Bank of New York Company, Inc.;
WHEREAS , the Plan authorizes the Board of Directors of
the Company to amend or revise the terms of the Plan from time to
time, prospectively or retroactively;
WHEREAS , The Human Resources and Compensation Committee
of the Board of Directors of the Company (the “HRCC”)
is the successor to the Committee (with the HRCC hereinafter being
referred to as the “Committee”), and has been delegated
full authority by the Board of Directors to so amend or revise the
terms of the plan on behalf of the Board;
WHEREAS , in order to avoid certain adverse federal
income tax consequences to holders of certain options under the
Plan as a result of Section 409A of the Internal Revenue Code
relating to deferred compensation, the Committee (as defined in the
Plan) desires to implement certain amendments to the
Plan;
WHEREAS, the Committee has further heretofore delegated
authority to amend the Plan for these purposes to the
Company’s Chief Executive Officer and has authorized the
Chief Executive Officer to further delegate such authority to the
Company’s Chief Human Resources Officer; and
WHEREAS, the Company’s Chief Executive Officer has
delegated authority to amend the Plan for these purposes to the
Company’s Chief Human Resources Officer.
NOW, THEREFORE, BE IT
RESOLVED, that the Plan
is hereby amended as follows, effective as of January 1,
2009:
1. Amendment to
Section 2(e) . The first sentence of Section 2(e) is
amended to add the following to the end thereof:
“; provided, further, that
effective on and after January 1, 2005, in each case, prior to
giving effect to any deferral of compensation under a
“deferred compensation plan” within the meaning of
Section 409A of the Code.”
2. Amendment to
Section 4 . The first paragraph of Section 4 of the
Plan are to be replaced to read as follows:
A Participant shall be entitled to
the Benefit provided under the Plan if his employment terminates on
or after the date he has attained age 60, other than by reason of
death. A Participant whose employment terminates prior to attaining
age 60, other than by reason of death, s
