Exhibit 10.4
August 22, 2008
Mr. Bruce Van Saun
The Bank of New York Mellon
Corporation
One Wall Street
New York, New York 10286
Dear Bruce:
The purpose of this letter is to
provide you with additional information about the timing of certain
payments you will receive under your Transition Agreement with The
Bank of New York, Inc., dated June 25, 2007, following
termination of your employment with the Bank of New York Mellon
Corporation. As you know, you will continue to be employed by the
Company until August 18, 2008, but it has not been nor will it
be necessary for you to report to work after June 30,
2008.
As noted in Section 4(j) of
your Transition Agreement, certain payments you are eligible to
receive under the terms of such agreement will be delayed for 6
months from termination of your employment so that you do not
become subject to an additional 20% tax under Section 409A of
the Internal Revenue Code. For purposes of calculating the
Section 409A 6-month delay, you are deemed to have terminated
employment with the Company as of July 1, 2008, since you
ceased to provide significant services to the Company as of that
date. Accordingly, for those payments that are subject to the
6-month delay, the first day that such amounts may be paid to you
is January 1, 2009.
Your base salary for the period from
July 1, 2008 through August 18, 2008 and your 2008
pro-rata bonus, noted in Section 3(a)(ii) of your Transition
Agreement, for the period through August 18, 2008 are subject
to the 6-month delay and will be paid to you, in a lump sum on
January 2, 2009.
Addition
