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Bank of New York Mellon Corp – ‘10-K’ for 12/31/15 – ‘EX-10.70’

On:  Friday, 2/26/16, at 8:20am ET   ·   For:  12/31/15   ·   Accession #:  1390777-16-204   ·   File #:  1-35651

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/26/16  Bank of New York Mellon Corp      10-K       12/31/15  179:45M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    291K 
 2: EX-10.69    The Bank of New York Mellon Corporation Defined     HTML    101K 
                Contribution Irc 401(A)(17) Plan                                 
 3: EX-10.70    Amendment to the Bank of New York Company, Inc.     HTML     69K 
                Excess Benefit Plan                                              
 5: EX-13.1     All Portions of 2015 Annual Report to Shareholders  HTML   3.87M 
 6: EX-21.1     Primary Subsidiaries of the Company                 HTML     66K 
 7: EX-23.1     Consent of Kpmg LLP                                 HTML     57K 
 8: EX-24.1     Power of Attorney                                   HTML     60K 
 4: EX-12.1     Computation of Ratio of Earnings to Combined Fixed  HTML     75K 
                Charges and Preferred Stock D                                    
 9: EX-31.1     Section 302 CEO Certification                       HTML     57K 
10: EX-31.2     Section 302 CFO Certification                       HTML     57K 
11: EX-32.1     Section 906 CEO Certification                       HTML     52K 
12: EX-32.2     Section 906 CFO Certification                       HTML     52K 
19: R1          Document and Entity Information                     HTML     80K 
20: R2          Consolidated Income Statement                       HTML    219K 
21: R3          Consolidated Income Statement (Parenthetical)       HTML     53K 
22: R4          Consolidated Comprehensive Income Statement         HTML    104K 
23: R5          Consolidated Comprehensive Income Statement         HTML     53K 
                (Parenthetical)                                                  
24: R6          Consolidated Balance Sheet                          HTML    190K 
25: R7          Consolidated Balance Sheet (Parenthetical)          HTML     79K 
26: R8          Consolidated Statement of Cash Flows                HTML    204K 
27: R9          Consolidated Statement of Changes in Equity         HTML    131K 
28: R10         Consolidated Statement of Changes in Equity         HTML     56K 
                (Parenthetical)                                                  
29: R11         Summary of significant accounting and reporting     HTML    148K 
                policies                                                         
30: R12         Accounting Changes and New Accounting Guidance      HTML     63K 
31: R13         Acquisitions and dispositions                       HTML     61K 
32: R14         Securities                                          HTML    615K 
33: R15         Loans and asset quality                             HTML    526K 
34: R16         Goodwill and Intangible Assets                      HTML    174K 
35: R17         Other Assets                                        HTML     99K 
36: R18         Deposits                                            HTML     55K 
37: R19         Net Interest Revenue                                HTML     89K 
38: R20         Noninterest Expense                                 HTML     84K 
39: R21         Restructuring Charges                               HTML    110K 
40: R22         Income Taxes                                        HTML    144K 
41: R23         Long-Term Debt                                      HTML    110K 
42: R24         Securitizations and Variable Interest Entities      HTML    112K 
43: R25         Shareholders' Equity                                HTML    181K 
44: R26         Other Comprehensive Income (Loss)                   HTML    179K 
45: R27         Stock-Based Compensation                            HTML    123K 
46: R28         Employee Benefit Plans                              HTML    580K 
47: R29         Company Financial Information                       HTML    178K 
48: R30         Fair Value Measurement                              HTML    889K 
49: R31         Fair Value Option                                   HTML     85K 
50: R32         Commitments and Contingent Liabilities              HTML    145K 
51: R33         Derivative Instruments                              HTML    443K 
52: R34         Lines of Businesses                                 HTML    163K 
53: R35         International Operations                            HTML    121K 
54: R36         Supplemental information to the Consolidated        HTML     69K 
                Statement of Cash Flows                                          
55: R37         Summary of significant accounting and reporting     HTML    273K 
                policies (Policies)                                              
56: R38         Summary of significant accounting and reporting     HTML     61K 
                policies Summary of significant accounting and                   
                reporting policies (Tables)                                      
57: R39         Securities (Tables)                                 HTML    611K 
58: R40         Loans and asset quality (Tables)                    HTML    522K 
59: R41         Goodwill and Intangible Assets (Tables)             HTML    170K 
60: R42         Other Assets (Tables)                               HTML     95K 
61: R43         Net Interest Revenue (Tables)                       HTML     89K 
62: R44         Noninterest Expense (Tables)                        HTML     83K 
63: R45         Restructuring Charges (Tables)                      HTML    112K 
64: R46         Income Taxes (Tables)                               HTML    143K 
65: R47         Long-Term Debt (Tables)                             HTML    110K 
66: R48         Securitizations and Variable Interest Entities      HTML    117K 
                (Tables)                                                         
67: R49         Shareholders' Equity (Tables)                       HTML    161K 
68: R50         Other Comprehensive Income (Loss) (Tables)          HTML    178K 
69: R51         Stock-Based Compensation (Tables)                   HTML    110K 
70: R52         Employee Benefit Plans (Tables)                     HTML    568K 
71: R53         Company Financial Information (Tables)              HTML    166K 
72: R54         Fair Value Measurement (Tables)                     HTML    860K 
73: R55         Fair Value Option (Tables)                          HTML     84K 
74: R56         Commitments and Contingent Liabilities (Tables)     HTML    100K 
75: R57         Derivative Instruments (Tables)                     HTML    430K 
76: R58         Lines of Businesses (Tables)                        HTML    139K 
77: R59         International Operations (Tables)                   HTML    119K 
78: R60         Supplemental information to the Consolidated        HTML     67K 
                Statement of Cash Flows (Tables)                                 
79: R61         Summary of significant accounting and reporting     HTML     86K 
                policies (Details)                                               
80: R62         Summary of significant accounting and reporting     HTML     64K 
                policies - Equity Method Investments (Details)                   
81: R63         Accounting Changes and New Accounting Guidance      HTML     73K 
                (Details)                                                        
82: R64         Acquisitions and dispositions- Additional           HTML    111K 
                Information (Detail)                                             
83: R65         Securities - Amortized Cost, Gross Unrealized       HTML    195K 
                Gains and Losses and Fair Value of Securities                    
                (Detail)                                                         
84: R66         Securities - Net Securities Gains (Losses)          HTML     58K 
                (Detail)                                                         
85: R67         Securities - Aggregate Fair Value of Investments    HTML    205K 
                with Continuous Unrealized Loss Position (Detail)                
86: R68         Securities - Maturity Distribution by Carrying      HTML    172K 
                Amount and Yield (on Tax Equivalent Basis) of                    
                Investment Securities Portfolio (Detail)                         
87: R69         Securities - Projected Weighted-Average Default     HTML     62K 
                Rates and Loss Severities (Detail)                               
88: R70         Securities - Pre-Tax Net Securities Gains (Losses)  HTML     67K 
                by Type (Detail)                                                 
89: R71         Securities - Debt Securities Credit Losses Roll     HTML     61K 
                Forward Recorded in Earnings (Detail)                            
90: R72         Securities - Pledged assets (Details)               HTML     75K 
91: R73         Loans and asset quality - Details of Loan           HTML    103K 
                Distribution and Industry Concentrations of Credit               
                Risk (Detail)                                                    
92: R74         Loans and asset quality - Allowance for Credit      HTML    198K 
                Losses Activity (Detail)                                         
93: R75         Loans and asset quality - Nonperforming Assets      HTML     70K 
                (Detail)                                                         
94: R76         Loans and asset quality - Lost Interest (Detail)    HTML     58K 
95: R77         Loans and asset quality - Information about         HTML    116K 
                Impaired Loans (Detail)                                          
96: R78         Loans and asset quality - Information about Past    HTML     78K 
                Due Loans (Detail)                                               
97: R79         Loans and asset quality- Troubled Debt              HTML     67K 
                Restructurings (Detail)                                          
98: R80         Loans and asset quality - Credit Quality            HTML     80K 
                Indicators - Wealth Management Loans and Mortgages               
                - Credit Risk Profile by Internally Assigned Grade               
                (Detail)                                                         
99: R81         Loans and asset quality - Additional Information    HTML    111K 
                (Detail)                                                         
100: R82         Goodwill and Intangible Assets - Goodwill by        HTML     95K  
                Business Segment (Detail)                                        
101: R83         Goodwill and Intangible Assets - Intangible Assets  HTML     73K  
                by Business Segment (Detail)                                     
102: R84         Goodwill and Intangible Assets - Intangible Assets  HTML     87K  
                by Type (Detail)                                                 
103: R85         Goodwill and Intangible Assets - Estimated Annual   HTML     62K  
                Amortization Expense (Detail)                                    
104: R86         Other Assets (Detail)                               HTML     82K  
105: R87         Other Assets - Seed Capital and Private Equity      HTML     75K  
                Investments Valued Using Net Asset Value (Detail)                
106: R88         Other Assets - Additional Information (Details)     HTML     71K  
107: R89         Deposits - Additional Information (Detail)          HTML     68K  
108: R90         Net Interest Revenue (Detail)                       HTML     99K  
109: R91         Noninterest Expense (Detail)                        HTML     92K  
110: R92         Restructuring Charges - Additional Information      HTML     71K  
                (Detail)                                                         
111: R93         Restructuring Charges - Activity in Restructuring   HTML     75K  
                Reserve (Detail)                                                 
112: R94         Restructuring Charges - by Business Segment         HTML     74K  
                (Detail)                                                         
113: R95         Income Taxes (Detail)                               HTML     79K  
114: R96         Income Taxes - Provision (Benefit) for Income       HTML     82K  
                Taxes from Continuing Operations (Detail)                        
115: R97         Income Taxes - Components of Income (Loss) before   HTML     57K  
                Taxes (Detail)                                                   
116: R98         Income Taxes - Components of Net Deferred Tax       HTML     79K  
                Liability (Detail)                                               
117: R99         Income Taxes - Reconciliation of Statutory Federal  HTML     83K  
                Income Tax Rate to Effective Income Tax Rate                     
                (Detail)                                                         
118: R100        Income Taxes - Unrecognized Tax Positions (Detail)  HTML     65K  
119: R101        Long-term Debt (Detail)                             HTML     75K  
120: R102        Long-Term Debt - Summary of Trust Preferred         HTML     70K  
                Securities Issued by Trusts (Detail)                             
121: R103        Long-Term Debt - Additional Information (Detail)    HTML     70K  
122: R104        Securitizations and Variable Interest Entities -    HTML     90K  
                Incremental Assets and Liabilities of Variable                   
                Interest Entities Included in Consolidated                       
                Financial Statements (Detail)                                    
123: R105        Securitizations and Variable Interest Entities -    HTML     61K  
                Non-consolidated Variable Interest Entities                      
                (Detail)                                                         
124: R106        Shareholders' Equity - Additional Information       HTML    107K  
                (Detail)                                                         
125: R107        Shareholders' Equity - Preferred Stock Summary      HTML     85K  
                (Details)                                                        
126: R108        Shareholders' Equity - Capital adequacy (Details)   HTML    163K  
127: R109        Other Comprehensive Income (Loss) - Components of   HTML    194K  
                Other Comprehensive Income (Detail)                              
128: R110        Other Comprehensive Income (Loss) Other             HTML     81K  
                Comprehensive Income (Loss) - Changes in                         
                Accumulated Other Comprehensive Income (Loss)                    
                (Details)                                                        
129: R111        Stock-Based Compensation - Additional Information   HTML    114K  
                (Detail)                                                         
130: R112        Stock-Based Compensation - Summary of Stock Option  HTML     92K  
                Activity (Detail)                                                
131: R113        Stock-Based Compensation - Stock Options            HTML     90K  
                Outstanding (Detail)                                             
132: R114        Stock-Based Compensation - Aggregate Intrinsic      HTML     55K  
                Value of Options (Detail)                                        
133: R115        Stock-Based Compensation - Nonvested Restricted     HTML     75K  
                Stock and Restricted Stock Units Activity (Detail)               
134: R116        Employee Benefit Plans - Combined Data for          HTML    180K  
                Domestic and Foreign Defined Benefit Pension and                 
                Post Retirement Healthcare Plans (Detail)                        
135: R117        Employee Benefit Plans - Net Periodic Benefit Cost  HTML    120K  
                (Credit) (Details)                                               
136: R118        Employee Benefit Plans - Changes in Other           HTML     91K  
                Comprehensive Income (Loss) (Details)                            
137: R119        Employee Benefit Plans - Amounts Expected to be     HTML     63K  
                Recognized in Net Periodic Benefit Income (Cost)                 
                (Details)                                                        
138: R120        Employee Benefit Plans - Defined Benefit Plan       HTML     67K  
                Funded Status of Plan (Details)                                  
139: R121        Employee Benefit Plans - Plans with Obligations in  HTML     64K  
                Excess of Plan Assets (Details)                                  
140: R122        Employee Benefit Plans - Benefit Payments for BNY   HTML     80K  
                Mellons Pension and Healthcare Plans Expected to                 
                be Paid (Details)                                                
141: R123        Employee Benefit Plans - Pension Investment Asset   HTML     78K  
                Allocation (Detail)                                              
142: R124        Employee Benefit Plans - Pension Plan Investment    HTML    141K  
                Assets Measured at Fair Value on Recurring Basis                 
                (Detail)                                                         
143: R125        Employee Benefit Plans - Rollforward of Plan        HTML     73K  
                Investment Assets Including Change in Fair Value                 
                Classified in Level 3 of Valuation Hierarchy                     
                (Detail)                                                         
144: R126        Employee Benefit Plans - Pension Plan Assets        HTML     83K  
                Valued Using Net Asset Value (Detail)                            
145: R127        Employee Benefit Plans - Additional Information     HTML    138K  
                (Detail)                                                         
146: R128        Company Financial Information Condensed Income      HTML    100K  
                Statement Parent Corporation (Details)                           
147: R129        Company Financial Information Condensed Balance     HTML     96K  
                Sheet Parent Corporation (Details)                               
148: R130        Company Financial Information Condensed Statement   HTML    137K  
                of Cash Flows Parent Corporation (Details)                       
149: R131        Company Financial Information - Additional          HTML     93K  
                Information (Details)                                            
150: R132        Fair Value Measurement - Assets and Liabilities     HTML    388K  
                Measured at Fair Value on Recurring Basis (Detail)               
151: R133        Fair Value Measurement- Details of Certain Items    HTML    232K  
                Measured at Fair Value on Recurring Basis (Detail)               
152: R134        Fair Value Measurement - Significant Unobservable   HTML    123K  
                Inputs (Detail)                                                  
153: R135        Fair Value Measurement - Assets Measured at Fair    HTML     69K  
                Value on Nonrecurring Basis (Detail)                             
154: R136        Fair Value Measurement - Carrying Amount and Fair   HTML    107K  
                Value of Financial Instruments (Detail)                          
155: R137        Fair Value Measurement- Summary of Carrying Amount  HTML     62K  
                of Hedged Financial Instruments, Related Notional                
                Amount of Hedge and Estimated Fair Value of                      
                Derivatives (Detail)                                             
156: R138        Fair Value Measurement - Additional Information     HTML     53K  
                (Details)                                                        
157: R139        Fair Value Option - Assets and Liabilities, by      HTML     66K  
                Type, of Consolidated Investment Management Funds                
                Recorded at Fair Value (Detail)                                  
158: R140        Fair Value Option - Changes in Fair Value of the    HTML     60K  
                Loans and Long-Term Debt and the Location of the                 
                Changes (Detail)                                                 
159: R141        Fair Value Option - Additional Information          HTML     62K  
                (Detail)                                                         
160: R142        Commitments and Contingent Liabilities -            HTML     94K  
                Significant Industry Concentrations Related to                   
                Credit Exposure (Detail)                                         
161: R143        Commitments and Contingent Liabilities - Summary    HTML     66K  
                of Off-Balance Sheet Credit Risks, Net of                        
                Participations (Detail)                                          
162: R144        Commitments and Contingent Liabilities - Standby    HTML     58K  
                Letters of Credits by Investment Grade (Detail)                  
163: R145        Commitments and Contingent Liabilities -            HTML    136K  
                Additional Information (Detail)                                  
164: R146        Derivative Instruments - Additional Information     HTML     97K  
                (Detail)                                                         
165: R147        Derivative Instruments - Ineffectiveness Related    HTML     64K  
                to Derivatives and Hedging Relationships Recorded                
                in Income (Detail)                                               
166: R148        Derivative Instruments - Impact of Derivative       HTML    108K  
                Instruments on Balance Sheet (Detail)                            
167: R149        Derivative Instruments - Impact of Derivative       HTML     95K  
                Instruments on Income Statement (Detail)                         
168: R150        Derivative Instruments - Revenue from Foreign       HTML     59K  
                Exchange and Other Trading (Detail)                              
169: R151        Derivative Instruments - Fair Value of Derivative   HTML     65K  
                Contracts Falling under Early Termination                        
                Provisions in Net Liability Position (Detail)                    
170: R152        Derivative Instruments - Offsetting (Details)       HTML    231K  
171: R153        Derivative Instruments - Secured borrowings         HTML    104K  
                (Details)                                                        
172: R154        Lines of Businesses - Additional Information        HTML     61K  
                (Detail)                                                         
173: R155        Lines of Businesses- Contribution of Segments to    HTML    102K  
                Overall Profitability (Detail)                                   
174: R156        International Operations - Foreign Revenue, Income  HTML     79K  
                before Income Taxes, Net Income and Assets from                  
                Foreign Operations (Detail)                                      
175: R157        International Operations (Details)                  HTML     64K  
176: R158        Supplemental information to the Consolidated        HTML     68K  
                Statement of Cash Flows- Noncash Investing and                   
                Financing Transactions that are Not Reflected in                 
                Consolidated Statement of Cash Flows (Detail)                    
178: XML         IDEA XML File -- Filing Summary                      XML    340K  
177: EXCEL       IDEA Workbook of Financial Reports                  XLSX    306K  
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179: ZIP         XBRL Zipped Folder -- 0001390777-16-000204-xbrl      Zip   1.04M  


‘EX-10.70’   —   Amendment to the Bank of New York Company, Inc. Excess Benefit Plan


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  

Exhibit 10.70

The Bank of New York Mellon Corporation

Freeze Amendments to the

The Bank of New York Company, Inc.
Excess Benefit Plan


            WHEREAS, pursuant to that certain Agreement and Plan of Merger (“Agreement of Merger”) dated as of December 3, 2006, as amended, Mellon Financial Corporation (“Legacy Mellon”) and The Bank of New York Company, Inc. (“Legacy BNY”) merged into a newly-formed corporation known as The Bank of New York Mellon Corporation (the “Corporation”) effective as of July 1, 2007 (the “Combination Date”); and

            WHEREAS, in order to implement the benefit provisions of the Agreement of Merger, the Human Resources & Compensation Committee of the Corporation (the “HR&CC”) adopted the following resolutions at its organizational meeting of July, 2007:

that on and after the Closing Date the [Legacy] Mellon Compensation and Benefit Plans and the [Legacy] BNY Compensation and Benefit Plans, as such terms are defined in the Agreement of Merger, are approved, including exercises and issuances thereunder, and shall be continued, mutatis mutandis, and be administered to exclude from participation (i) in the Mellon legacy plans, those individuals eligible to participate in the BNY legacy plans and (ii) in the BNY legacy plans, those individuals eligible to participate in the Mellon legacy plans; with such exclusions to continue until such time as provided otherwise after the Closing Date by the proper committee or officers of the [Corporation]; and
that employees hired during the period commencing on and after the Closing Date and continuing until such time, if any, as determined by the proper committee or officers of the Corporation, shall be assigned to either or both of the Mellon legacy plans or BNY legacy plans by the proper officers or committees of the [Corporation]; provided such assignment is consistent with the rules of the New York Stock Exchange; and
that, the delegations of authority, practices, policies and procedures, as existing, approved and in effect on the day before the Closing Date with respect to the establishment, amendment operation and termination of the Mellon Compensation and Benefit Plans and the BNY Compensation and Benefit Plans, including without limitation the authority to grant certain awards, shall be and hereby do continue, mutatis mutandis, with respect to the establishment, amendment, operation and termination of the Mellon and BNY legacy plans on and after the Closing Date …; and
that the proper officers of the [Corporation] be, and they hereby are, authorized and directed to execute and deliver such documents in the name of, and on behalf

US_ACTIVE-124698946.1-RJBOEHNE


of, [the Corporation] and to take or cause to be taken such further steps as they may deem necessary or appropriate to duly implement the foregoing resolutions; and   

WHEREAS, pursuant to such resolutions and delegations of authority, the proper officers of the Corporation adopted the following general rules of eligibility:

that persons employed by the legacy entities prior to the Combination Date continued to participate in their respective Compensation and Benefit Plans after the Combination Date;
that employees hired after the combination date and prior to the July 1, 2008 payroll consolidation date, became eligible to participate in the legacy Mellon or legacy BNY plans corresponding to the payroll system through which they were paid; and
that employees hired after the July 1, 2008 combination date were generally eligible to participate in the legacy Mellon plans; and

WHEREAS, the Benefits Administration Committee is presently responsible for administering The Bank New York Company, Inc. Excess Benefit Plan as amended and restated effective July 10, 1990 as amended (the “Plan”) and, inter alia, for maintaining the roster of persons eligible to participate in the Plan; and

WHEREAS, Section 17 of the Plan authorizes the sponsor to amend the Plan at any time and from time to time, prospectively or retroactively and may terminate Part I or Part II of the Plan at any time provided that the Plan may not be amended or terminated with respect to a Part I or II benefit that became payable prior to the time of such amendment or termination except with the written consent of the Participant or other person then receiving such Part I or II benefit; and

WHEREAS, at its meeting of January 29, 2015, the HR&CC:  (A) adopted certain changes (the “2015 Design Changes”) to The Bank of New York Mellon Corporation Pension Plan (the “Retirement Plan”), including, among other changes:  (i) the cessation of all accruals and adjustments to all benefits provided under all formulae under the Retirement Plan to the fullest extent permitted by law effective on and after the close of business on June 30, 2015 (the “Hard Freeze Date”) and (ii) the vesting, as of the Hard Freeze Date, of the benefits accrued under the Retirement Plan as of such Date by Participants actively employed through the close of business on such Hard Freeze Date and (B) directed that all non-qualified plans which determine benefit accruals in whole or in part by direct or indirect reference to benefits accrued under the Retirement Plan, which “Non-Qualified Plans” include the Plan, be amended as necessary or appropriate to reflect the adoption of the 2015 Design Changes and the Corporation’s intention that accrued benefits under any such Non-Qualified Plans not be increased as a result of the Hard-freeze of the Retirement Plan; and

WHEREAS, in order to reflect the 2015 Design Changes impacting the Plan, the Corporation now desires to amend the Plan to:  (i) cease all accruals under the Plan to the fullest

- 2 -    


extent permitted by law effective on and after the Hard Freeze Date and (ii) make certain other related and clarifying changes.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended effective as of June 30, 2015 by the adoption of this Freeze Amendment, as follows:

1.
All references to “Committee” and “Company” shall refer to their successors as established by the Corporation on and after the July 1, 2007 date (the “Combination Date”) as of which Mellon Financial Corporation and The Bank of New York Company, Inc. merged into the Corporation.

2.
In order to reflect the July, 2007, action of the Corporation resolving that the classes of persons eligible to participate and the retirement plan intended to be supplemented were not intended to be expanded to persons employed by – or subsequently hired into – entities which comprised Mellon Financial Corporation as constituted on the day before the Combination Date nor to supplement benefits under the Mellon Bank Retirement Plan, all references to “Retirement Plan” shall mean the Retirement Plan of The Bank of New York Company, Inc., as it may be amended from time to time. By way of clarification and not limitation, the Retirement Plan of The Bank of New York Company, Inc. was merged as of December 31, 2008 with and into the Mellon Bank Retirement Plan and the surviving plan was renamed The Bank of New York Mellon Corporation Pension Plan effective on and after January 1, 2009.
3.
A new paragraph is added to the end of Part I, SECTION 3, Benefit, to clarify that the supplemental benefit is calculated on the benefit accrued under the Retirement Plan by only taking into account Average Final Compensation, Compensation, Credited Service and any other provisions affecting the Participant’s benefit, earned / determined through the Hard Freeze Date to read as follows: 

Notwithstanding anything in this Plan to the contrary, the difference, expressed as a life annuity, between (i) the benefit the Participant or his beneficiary would have received under the Retirement Plan, prior to the reduction thereunder for the equivalent actuarial value of the Participant’s account under the ESOP, if section 415 of the Code or any such implementing Retirement Plan provisions were disregarded, and (ii) the sum of (A) the benefit which the participant is entitled to receive under the provisions of the Retirement Plan and (B) the equivalent actuarial value of the Participant’s account under the ESOP, shall be based on Average Final Compensation, Compensation, Credited Service and any other provisions affecting the Participant’s benefit, earned / determined through the June 30, 2015 Hard Freeze Date under the terms of the Retirement Plan.  
4.
A new paragraph is added to the end of Part II, SECTION 11, Benefit, to clarify that the supplemental benefit is calculated on the benefit accrued under the Retirement Plan by only taking into account Average Final Compensation, Compensation, Credited Service and any other provisions affecting the Participant’s benefit, earned / determined through the Hard Freeze Date to read as follows:

- 3 -    



Notwithstanding anything in this Plan to the contrary, the difference, expressed as a life annuity, between (i) the benefit the Participant or his beneficiary would have received under the Retirement Plan, prior to the reduction thereunder for the equivalent actuarial value of the Participant’s account under the ESOP, if section 401(a)(17) of the Code (and, if applicable, Section 415 of the Code) or any provisions of the Retirement Plan implementing such Section(s) were disregarded, and (ii) the sum of (A) the benefit which the participant is entitled to receive under the provisions of the Retirement Plan, (B) the equivalent actuarial value of the Participant’s account under the ESOP and (C) the Benefit payable to the Participant under Part I of the Plan, shall be based on Average Final Compensation, Compensation, Credited Service and any other provisions affecting the Participant’s benefit, earned / determined through the June 30, 2015 Hard Freeze Date under the terms of the Retirement Plan.    

5.
In all other respects, the Plan is continued in full force and effect.   


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The Bank of New York Mellon Corporation

The Bank of New York Company, Inc. Excess Benefit Plan

(Signature page to Freeze Amendments)

Execution



IN WITNESS WHEREOF, The Bank of New York Mellon Corporation, intending to be legally bound, has caused this Freeze Amendment to be executed by its duly authorized officer this 14th day of December, 2015.


WITNESS
THE BANK OF NEW YORK MELLON CORPORATION

    By /s/ Monique R. Herena            
Title: Managing Director and
Chief Human Resources Officer
Senior Managing Counsel
        

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/26/168-K
For Period end:12/31/1511-K,  13F-HR,  5,  8-K
6/30/1510-Q,  13F-HR,  13F-HR/A,  8-K
1/29/154,  NO ACT
1/1/09
12/31/0810-K,  11-K,  13F-HR,  13F-HR/A,  4,  5
7/1/084,  424B2
7/1/073,  4,  4/A
12/3/06
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7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Bank of New York Mellon Corp.     10-K       12/31/23  186:40M
 2/27/23  Bank of New York Mellon Corp.     10-K       12/31/22  180:45M
 2/25/22  Bank of New York Mellon Corp.     10-K       12/31/21  183:46M
 2/25/21  Bank of New York Mellon Corp.     10-K       12/31/20  185:44M
 8/30/16  SEC                               UPLOAD10/14/17    1:36K  Bank of New York Mellon Corp.
 7/22/16  SEC                               UPLOAD10/14/17    1:157K Bank of New York Mellon Corp.
 5/06/16  SEC                               UPLOAD10/14/17    1:162K Bank of New York Mellon Corp.
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Filing Submission 0001390777-16-000204   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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