Exhibit 4.3 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • May 2nd, 2003 • Bank of New York Co Inc • State commercial banks • Delaware
THE BANK OF NEW YORK COMPANY, INC. 2003 LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENTBank of New York Co Inc • November 9th, 2004 • State commercial banks • New York
by and between THE BANK OF NEW YORK COMPANY, INC., as Guarantor andGuarantee Agreement • May 2nd, 2003 • Bank of New York Co Inc • State commercial banks • New York
BNY CAPITAL I THE BANK OF NEW YORK COMPANY, INC. 48 Wall Street New York, New York 10286Bank of New York Co Inc • January 15th, 1997 • State commercial banks • New York
TRUST AGREEMENT OF BNY CAPITAL VIITrust Agreement • January 6th, 1999 • Bank of New York Co Inc • State commercial banks • Delaware
BNY Capital IV The Bank of New York Company, Inc. One Wall Street New York, New York 10286 PRICING AGREEMENT ----------------- To the Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036...Trust Agreement • January 29th, 1999 • Bank of New York Co Inc • State commercial banks • New York
Exhibit 4.3 =================================================================== ============= AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • March 30th, 1998 • Bank of New York Co Inc • State commercial banks • Delaware
AMONGTrust Agreement • January 29th, 1999 • Bank of New York Co Inc • State commercial banks • Delaware
April 22, 2003 Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center North Tower, 15th Floor New York, New York 10080 Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 As Representatives of the several...Pricing Agreement • May 2nd, 2003 • Bank of New York Co Inc • State commercial banks
The Bank of New York Company, Inc., a New York corporation (the "Company"), and a statutory trust formed under the laws of the State of Delaware specified in Schedule II hereto (the "Designated Trust") propose, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions (August 2002) (the "Standard Provisions"), to issue and sell to the Underwriters the preferred securities of the Designated Trust (the "Designated Securities").
Trust Indenture Indenture Act Section Section ----------- -------Indenture • June 16th, 1997 • Bank of New York Co Inc • State commercial banks • New York
Exhibit 4 SECOND SUPPLEMENTAL INDENTURE, dated as of March 10, 2005, between The Bank of New York Company, Inc., a corporation duly organized and existing under the laws of the State of New York (herein called the "Company"), having its principal...Second Supplemental Indenture • March 11th, 2005 • Bank of New York Co Inc • State commercial banks • New York
June 26, 2002Terms Agreement • June 26th, 2002 • Bank of New York Co Inc • State commercial banks
AMENDMENT NUMBER ELEVEN TO GRANTOR TRUST AGREEMENTTrust Agreement • March 30th, 2000 • Bank of New York Co Inc • State commercial banks
AMENDMENT NUMBER TEN TO GRANTOR TRUST AGREEMENTGrantor Trust Agreement • March 30th, 1999 • Bank of New York Co Inc • State commercial banks
ARTICLE IExpenses and Liabilities • May 2nd, 2003 • Bank of New York Co Inc • State commercial banks • New York
Underwriting Agreement Standard Provisions (August 2002)Bank of New York Co Inc • September 4th, 2002 • State commercial banks • New York
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933Stock Option Agreement • December 7th, 2006 • Bank of New York Co Inc • State commercial banks • New York
STOCK OPTION AGREEMENT, dated December 3, 2006, (this “Agreement”), between Mellon Financial Corporation, a Pennsylvania corporation (“Issuer”), and The Bank of New York Company, Inc., a New York corporation (“Grantee”).
1 UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. NEW YORK STATE BANKING DEPARTMENT NEW YORK, NEW YORKBank of New York Co Inc • April 24th, 2006 • State commercial banks
Re: Transition AgreementBank of New York Co Inc • June 29th, 2007 • State commercial banks • New York
As you are aware, The Bank of New York Company, Inc. (together with its affiliates, the “Company”) and Mellon Financial Corporation (together with its affiliates, “Mellon”) have entered an agreement and plan of merger dated as of December 3, 2006 (as amended and restated from time to time, the “Merger Agreement”), pursuant to which the Company and Mellon will merge (the “Merger”) to form a new corporation as of the consummation of the Merger (the date of consummation, the “Effective Date”) to be named The Bank of New York Mellon Corporation (together with its affiliates, “BNY-Mellon”). By operation of the Merger, BNY-Mellon will succeed to all of the rights and obligations of the Company under this Agreement from and after the Effective Date.
ARTICLE IAgreement • January 29th, 1999 • Bank of New York Co Inc • State commercial banks • New York
AGREEMENT AND PLAN OF MERGER BETWEEN MELLON FINANCIAL CORPORATION AND THE BANK OF NEW YORK COMPANY, INC. DATED DECEMBER 3, 2006Agreement and Plan of Merger • December 7th, 2006 • Bank of New York Co Inc • State commercial banks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 3, 2006, is between MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (“Mellon”), and THE BANK OF NEW YORK COMPANY, INC., a New York corporation (“BNY”).
EXHIBIT 1.1 The Bank of New York Company, Inc. 7.30% Senior Subordinated Notes due 2009 Underwriting Agreement ---------------------- November 30, 1999 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North...Bank of New York Co Inc • December 6th, 1999 • State commercial banks • New York
THE BANK OF NEW YORK COMPANY, INC. US$1,000,000,000 Senior Medium-Term Notes Series G Senior Subordinated Medium-Term Notes Series H US$1,000,000,000 Senior Medium-Term Notes Series H Senior Subordinated Medium-Term Notes Series I DISTRIBUTION...Distribution Agreement • June 16th, 2006 • Bank of New York Co Inc • State commercial banks • New York
The Senior Notes are to be issued pursuant to an indenture dated as of July 18, 1991, as it may be supplemented from time to time (the “Senior Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Senior Trustee”). The Senior Subordinated Notes are to be issued pursuant to an indenture dated as of October 1, 1993, as it may be supplemented from time to time (the “Senior
April 30, 2003 The Bank of New York Company, Inc. One Wall Street New York, New York 10286 BNY Capital V c/o The Bank of New York Company, Inc. One Wall Street New York, New York 10286 Ladies and Gentlemen: Reference is made to the Pricing Agreement...Bank of New York Co Inc • May 2nd, 2003 • State commercial banks • New York
EXHIBIT 10.2 PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • November 6th, 2006 • Bank of New York Co Inc • State commercial banks • New York
1 Exhibit 10.4 2003 LONG-TERM INCENTIVE PLAN OF THE BANK OF NEW YORK COMPANY, INC. PERFORMANCE SHARE UNIT AGREEMENT - CYCLES 3a and 3bBank of New York Co Inc • August 3rd, 2006 • State commercial banks
PRICING AGREEMENT -----------------Pricing Agreement • January 30th, 2003 • Bank of New York Co Inc • State commercial banks
Ladies and Gentlemen: The Bank of New York Company, Inc., a New York corporation (the "Company"), has entered into forward stock purchase transactions with each of Merrill Lynch International, with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("ML") acting as agent for the parties, and Credit Suisse First Boston International, with Credit Suisse First Boston LLC ("CSFB") acting as agent for the parties, as set forth in separate letter agreements dated the date hereof (each, a "Confirmation"), copies of which are attached as Exhibit A. In connection therewith, the Company understands that ML and CSFB, severally and not jointly, will effect sales of a number of shares of the Company's common stock, par value $7.50 per share (the "Hedge Shares"), including a preferred stock purchase right for each such share pursuant to a rights agreement dated as of December 10, 1985, as amended, between the Company and The Bank of New York, as rights agent, equal to the applicable initial Base Amo
Mr. Thomas A. Renyi Chairman and Chief Executive Officer The Bank of New York Company, Inc. One Wall Street New York, New York 10286 Dear Tom:Bank of New York Co Inc • June 29th, 2007 • State commercial banks • New York
As you are aware, The Bank of New York Company, Inc. (together with its affiliates, the “Company”) and Mellon Financial Corporation (together with its affiliates, “Mellon”) have entered an agreement and plan of merger dated as of December 3, 2006 (as amended from time to time, the “Merger Agreement”), pursuant to which the Company and Mellon will merge (the “Merger”) to form a new corporation as of the consummation of the Merger (the date of consummation, the “Effective Date”) to be named The Bank of New York Mellon Corporation (together with its affiliates, “Newco”). By operation of the Merger, Newco will succeed to all of the rights and obligations of the Company under this Agreement from and after the Effective Date.
THE BANK OF NEW YORK COMPANY, INC Senior Medium-Term Notes Series E Senior Subordinated Medium-Term Notes Series F Due Nine Months or More from Date of Issue DISTRIBUTION AGREEMENT March 28, 2003Distribution Agreement • April 1st, 2003 • Bank of New York Co Inc • State commercial banks • New York
AMENDMENT NUMBER SEVEN TO GRANTOR TRUST AGREEMENTGrantor Trust Agreement • March 10th, 2004 • Bank of New York Co Inc • State commercial banks
THIS AGREEMENT, made as of the ninth of May, 1997, 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 New York (hereinafter referred to as the “Trustee”),
June 18, 1999 Mr. Deno D. Papageorge C/o The Bank of New York 32 Old Slip New York, New York 10286 Re: Consulting Agreement Dear Deno: This letter confirms the terms and conditions of your engagement as a consultant to assist The Bank of New York...Bank of New York Co Inc • March 30th, 2000 • State commercial banks • New York
AMENDMENT NUMBER FOUR TO GRANTOR TRUST AGREEMENTGrantor Trust Agreement • March 10th, 2004 • Bank of New York Co Inc • State commercial banks
THIS AGREEMENT, made as of the thirty-first day of January, 1996, 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, N.A., a corporation organized and existing under the laws of the United States of America (hereinafter referred to as the “Trustee”),
Exhibit 99.1 1 NON-PROSECUTION AGREEMENT BETWEEN THE BANK OF NEW YORK AND THE U.S. ------------------------------------------------------------------- ATTORNEY'S OFFICES FOR THE EASTERN AND SOUTHERN DISTRICTS OF NEW YORK...Non-Prosecution Agreement • November 8th, 2005 • Bank of New York Co Inc • State commercial banks
REAL ESTATE SUBLEASE BETWEEN FRUCTIBAIL INVEST, Sublandlord and THE BANK OF NEW YORK, Subtenant Dated February 27, 2006Bank of New York Co Inc • March 1st, 2006 • State commercial banks • New York
If Sublandlord or Subtenant shall be in default beyond any applicable grace periods under this Real Estate Sublease, Sublandlord or Subtenant, as the case may be, may make or cause to be made, any expenditure or incur any obligation for the payment of money, including, without limitation, reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding, and the cost thereof, shall be deemed to be additional rent hereunder and shall be paid by Subtenant to Sublandlord or Sublandlord to Subtenant, as the case may be, no later than twenty (20) days following the rendition of any bill or statement to Subtenant or Sublandlord, as the case may be, therefor and if the term of this Real Estate Sublease shall have expired at the time of the making of such expenditures or the incurring of such obligations, such sums shall be recoverable by Sublandlord or Subtenant, as the case may be, as damages. Amounts payable by Sublandlord or Subtenant pursuant t
AMENDMENT NUMBER ONE TO GRANTOR TRUST AGREEMENTGrantor Trust Agreement • March 10th, 2004 • Bank of New York Co Inc • State commercial banks
THIS AGREEMENT, made as of the thirteenth day of May, 1994, 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 UNITED STATES TRUST COMPANY OF NEW YORK, a corporation organized and existing under the laws of the State of New York (hereinafter referred to as the “Trustee”),
