EXHIBIT 10(c)
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AMENDMENT
TO
THE BANK OF NEW YORK COMPANY, INC.
RETIREMENT PLAN FOR
NON-EMPLOYEE DIRECTORS
WHEREAS, The Bank of New York Company, Inc. Retirement Plan for Non-
Employee Directors (the "Directors' Retirement Plan") was adopted by the Board
of Directors of The Bank of New York Company, Inc. (the "Company"), effective
as of May 11, 1993; and
WHEREAS, Section 6 of the Directors' Retirement Plan provides that
the Board of Directors of the Company may amend the Plan at any time, except
in certain respects not material hereto; and
WHEREAS, the Board of Directors of the Company desires to adopt an
amendment to the Directors' Retirement Plan;
NOW, THEREFORE, the Directors' Retirement Plan is hereby amended,
effective as of July 11, 2000, by amending the second paragraph of Section
2(e) to read as follows:
A "Change of 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
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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 of 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 of Control under this Section 2(e) 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 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
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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.
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
