EXHIBIT 10(e)
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AMENDMENT TO
THE BANK OF NEW YORK COMPANY, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS, The Bank of New York Company, Inc. Supplemental Executive
Retirement Plan (the "Plan") was adopted by the Board of Directors of The Bank
of New York Company, Inc., effective as of June 9, 1992; and
WHEREAS, Section 9 of the Plan provides that the Compensation
Committee of the Board of Directors may amend the Plan at any time, except in
certain respects not material hereto; and
WHEREAS, the Compensation Committee desires to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended in the following
respects, effective as of July 11, 2000:
1. Section 3 of the Plan is amended by amending the first sentence
thereof to read as follows:
The Committee shall determine in its sole discretion which employees
of the Company who are members of the Retirement Plan shall be Participants in
the Plan as listed on Exhibit A.
2. Sections 4 and 5 of the Plan are amended by deleting the words
"Exhibit A" wherever they appear and substituting therefor the words "Exhibit
B".
3. Section 5(c) of the Plan is amended by deleting the last
paragraph thereof and substituting therefor the following:
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Notwithstanding anything contained herein to the contrary, in the
event of a Change in Control (as defined below) (i) the Benefit to a
Participant listed on Exhibit B and any remaining installments to a
Participant or a Participant's spouse shall be paid in a lump sum and the
Committee may not direct that payment be made at a different time and (ii) the
Committee may not direct payment of a Benefit to a Participant's spouse in a
different form or at a different time.
For purposes of this Section, 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 Bank of New York Company, Inc.
("BNYCO") 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 BNYCO in substantially the same proportion as their ownership
of BNYCO, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of BNYCO representing
25% or more of the combined voting power of BNYCO'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 BNYCO's Voting Securities from BNYCO in connection
with the acquisition by BNYCO 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 Section 5(c) and (z) such person
does not become the beneficial owner of 35% or more of BNYCO'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 BNYCO to effect a transaction described
in clause (A) or (C) of this sentence) whose election by the Board or
nomination for election by the shareholders of BNYCO was approved by a 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 BNYCO in which such
person is named as a nominee for director, without written objection to such
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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 BNYCO 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 BNYCO'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 BNYCO or any of
its subsidiaries that requires the approval of the shareholders of BNYCO,
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 BNYCO'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
BNYCO'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 BNYCO approve a plan of complete liquidation of BNYCO; or (E)
the consummation of the sale or disposition by BNYCO of all or substantially
all of the assets of BNYCO.
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4. Exhibit A is amended in its entirety to read as
follows:
Exhibit A
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Participants
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Thomas P. Gibbons
Leslie V. Godridge
Alan R. Griffith
Gerald L. Hassell
Newton P. S. Merrill
Donald R. Monks
Robert J. Mueller
Richard A. Pace
Thomas J. Perna
Charles E. Rappold II
Thomas A. Renyi
Brian G. Rogan
Bruce Van Saun
Joseph M. Velli
5. A new Exhibit B is added to the Plan to read as follows:
Exhibit B
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Vested Participants
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The following Participants shall be entitled to a Benefit under the
Plan in the event of their termination of employment prior to attaining age
60, other than by reason of death:
Alan R. Griffith
Gerald L. Hassell
Newton P. S. Merrill
Robert J. Mueller
Richard A. Pace
Thomas A. Renyi
Bruce Van Saun
IN WITNESS WHEREOF, The Bank of New York Company, Inc. has caused
this Amendment to be executed by its duly authorized officers this 11th day of
July, 2000.
\s\ Gerald L. Hassell
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ATTEST:
\s\ Patricia A. Bicket
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Assistant Secretary
