EXHIBIT 10(f)
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AMENDMENT NUMBER TWELVE
TO
GRANTOR TRUST AGREEMENT
THIS AGREEMENT made as of the 11th day of July, 2000 by and between
THE BANK OF NEW YORK COMPANY, INC., a corporation organized and existing under
the laws of the State of New York (hereinafter referred to as the "Company"),
and THE CHASE MANHATTAN BANK, a corporation organized and existing under the
laws of the State of New York (hereinafter referred to as the "Trustee").
WITNESSETH:
WHEREAS, the Company and the Trustee entered in a Grantor Trust
Agreement dated as of November 15, 1993 (as amended from time to time, the
"Agreement");
WHEREAS, Article TWELFTH of the Agreement provides that the Company
may amend the Agreement; and
WHEREAS, the Company desires to amend the Agreement;
NOW, THEREFORE, the Company and the Trustee agree that the agreement
is amended, effective as of July 11, 2000, as follows:
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1. Article FIRST is amended in its entirety to read as follows:
FIRST: Definition of Change in Control. For purposes of this
Agreement, a "Change in Control" shall be deemed to occur if (A) any "person"
(as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), excluding the Company or any of its subsidiaries, a trustee or any
fiduciary holding securities under an employee benefit plan of the Company or
any of its subsidiaries, an underwriter temporarily holding securities
pursuant to an offering of such securities or a corporation owned, directly or
indirectly, by stockholders of the Company in substantially the same
proportion as their ownership of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities ("Voting
Securities"); provided, however, that the event described in this clause (A)
shall not be deemed to be a Change in Control if (x) it involves the
acquisition of the Company's Voting Securities from the Company in connection
with the acquisition by the Company of a business or operations of or
controlled by such person, (y) a majority of the Incumbent Directors (as
defined below) approve a resolution providing expressly that such acquisition
does not constitute a Change in Control under this Article and (z) such person
does not become the beneficial owner of 35% or more of the Company's Voting
Securities; or (B) during any period of not more than two years, individuals
who constitute the Board as of the beginning of the period (the "Incumbent
Directors") and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a transaction
described in clause (A) or (C) of this sentence) whose election by the Board
or nomination for election by the Company's shareholders was approved by a
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vote of at least two-thirds of the Incumbent Directors then on the Board,
either by a specific vote or by approval of the proxy statement of the Company
in which such person is named as a nominee for director, without written
objection to such nomination (each such new director shall also be deemed to
be an Incumbent Director) cease for any reason to constitute a majority of the
Board; provided, however, that no individual initially elected or nominated as
a director of the Company as a result of an actual or threatened election
contest with respect to directors, as a result of any other actual or
threatened solicitation of proxies or consents by or on behalf of any person
other than the Board or as a result of an actual or threatened acquisition of
25% or more of the Company's Voting Securities shall be deemed to be an
Incumbent Director; or (C) there occurs the consummation of a merger,
consolidation, statutory share exchange or similar form of corporate
transaction involving the Company or any of its subsidiaries that requires the
approval of the Company's shareholders, whether for such transaction or the
issuance of securities in the transaction (a "Business Combination"), unless
immediately following such Business Combination: (i) at least 60% of the
total voting power of (x) the corporation resulting from such Business
Combination (the "Surviving Corporation"), or (y) if applicable, the ultimate
parent corporation that directly or indirectly has beneficial ownership of 95%
or more of the voting securities eligible to elect directors of the Surviving
Corporation (the "Parent Corporation"), is represented by the Company's Voting
Securities that were outstanding immediately prior to such Business
Combination (or, if applicable, is represented by shares into which such
Voting Securities were converted pursuant to such Business Combination), and
such voting power among the holders thereof is in substantially the same
proportion as the voting power of the Company's Voting Securities among the
holders thereof immediately prior to the Business Combination and (ii) after
giving effect to the Business Combination, at least (I) a majority of the
members of the board of directors of the Surviving Corporation and of any
corporation that owns 25% or more but less than 50% of the Voting Securities
of the Surviving Corporation or (II) a majority of the members of the board of
directors of any corporation that owns at least 50% of the Voting Securities
of the Surviving Corporation, were Incumbent Directors at the time of the
Board's approval of the execution of the initial agreement providing for such
Business Combination; or (D) the shareholders of the Company approve a plan of
complete liquidation of the Company; or (E) the consummation of the sale or
disposition by the Company of all or substantially all of the Company's
assets.
Notwithstanding the foregoing, for purposes of this Agreement, the
Trustee shall not be deemed to have knowledge that a Change in Control has
occurred until it has received written notice thereof from the Company or a
Covered Participant.
2. Article TWELFTH is amended by amending the first sentence of
paragraph (b) thereof to read as follows:
Notwithstanding any other provision of this Agreement, no amendment
to the provisions of this Agreement and the trust created thereby shall be
effective (i) if it is adopted in connection with or as a consequence of the
Change in Control and it adversely affects the Covered Participants, unless
the Company's Chief Executive Officer immediately prior to such Change in
Control serves as Chief Executive Officer for two years thereafter of the
Surviving Corporation and, if applicable, of any corporation that owns at
least 50% of the Voting Securities of the Surviving Corporation or (ii) it is
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adopted after the date a Change in Control occurs without the written consent
of two-thirds in number of the Covered Participants.
3. Exhibit I to the Agreement is amended by deleting Exhibit I in
its entirety and substituting therefor Exhibit I in the form attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to
be executed in their respective names by their duly authorized officers under
their corporate seals as of the day and year first above written.
ATTEST: THE BANK OF NEW YORK COMPANY, INC.
\s\ Russell P. Wellinger By: \s\ Gerald L. Hassell
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Name:
Title:
ATTEST: THE CHASE MANHATTAN BANK
\s\ William J. Leahy By: \s\ Gerard Stafford-Smith
--------------------- ------------------------------
Name:
Title:
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EXHIBIT I
1.The Bank of New York Company, Inc. Excess Benefit Plan
2. The Bank of New York Company, Inc. Supplemental Executive
Retirement Plan
3. Agreements between The Bank of New York Company, Inc. and the
following persons:
Individual Date of Agreement
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Thomas P. Gibbons July 11, 2000
Leslie V. Godridge July 11, 2000
Alan R. Griffith July 11, 2000
Gerald L. Hassell July 11, 2000
Newton P.S. Merrill July 11, 2000
Donald R. Monks July 11, 2000
Robert J. Mueller July 11, 2000
Richard Pace July 11, 2000
Thomas J. Perna July 11, 2000
Thomas A. Renyi July 11, 2000
Brian G. Rogan July 11, 2000
Bruce W. Van Saun July 11, 2000
Joseph M. Velli July 11, 2000
