Exhibit 10.159
AMENDMENT TO
THE BANK OF NEW YORK COMPANY,
INC.
EXCESS CONTRIBUTION
PLAN
Amendment (the “Amendment) to
The Bank of New York Company, Inc. Excess Contribution 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 , Section 19 of the Plan provides that the
Committee (as defined in the Plan) may amend the Plan at any time,
prospectively or retroactively, except in certain respects not
material hereto;
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 of the Company 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 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. The second sentence of
Section 4 is amended in its entirety to read as
follows:
“Within 30 days after the
later of (a) the Participant’s termination of employment
with the Company or (b) the Participant’s attainment of
age 55, the Participant
shall receive a lump sum payment, in
cash, of the excess, if any, of (i) the equivalent actuarial
value of the Stock Units credited to the Participant’s
Account, expressed as a life annuity, over (ii) the benefit to
which the Participant is entitled to receive under Part I of The
Bank of New York Company,
