Executive Stock Option Agreement - Bank of NY Mellon


THE BANK OF NEW YORK MELLON CORPORATION

The Bank of New York Mellon Corporation Long-Term Incentive Plan

FORM OF NONSTATUTORY STOCK OPTION AGREEMENT

The Bank of New York Mellon Corporation (the "Corporation") and , a key employee (the "Optionee") of the Corporation, in consideration of the covenants and agreements herein contained and intending to be legally bound hereby, agree as follows:

SECTION 1: Grant

1.1 Grant of Option. Subject to the terms and conditions set forth in this Nonstatutory Stock Option Agreement (this "Agreement") and to the terms of The Bank of New York Mellon Corporation Long-Term Incentive Plan (the "Plan"), the Corporation hereby grants to the Optionee a stock option (the "Option") to purchase shares of the Corporation153s common stock, par value $.01, (the "Common Stock") from the Corporation at a price of $ per share (the "Option Price"), which is the Fair Market Value of the shares of Common Stock covered by the Option on (the "Grant Date"). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

1.2 Acceptance. The Optionee accepts the grant of the Option confirmed hereby, and agrees to be bound by the terms and provisions of this Agreement and the Plan, as this Agreement and the Plan may be amended from time to time; provided, however, that no alteration, amendment, revocation or termination of the Agreement or the Plan shall, without the written consent of the Optionee, adversely affect the rights of the Optionee with respect to the Option.

SECTION 2: Vesting, Exercise and Expiration

2.1 Vesting. Subject to Sections 3 and 4.8 of this Agreement, the Option will vest and become exercisable in annual installments over a four-year vesting period according to the following vesting schedule:

1/4 of the Option will vest upon the 1st anniversary of the Grant Date;

an additional 1/4 of the Option will vest upon the 2nd anniversary of the Grant Date;

an additional 1/4 of the Option will vest upon the 3rd anniversary of the Grant Date; and

an additional 1/4 of the Option will vest upon the 4th anniversary of the Grant Date;

provided that the Optionee is employed by the Corporation on such anniversary, with all fractional shares, if any, rounded up and vesting as whole shares upon the earlier vesting date(s). "Corporation," when used herein with reference to employment of the Optionee, shall include any Affiliate of the Corporation. To the extent vested, the Option may be exercised in whole or in part from the date of vesting through and including the Option Expiration Date, as defined in Section 2.3 hereof, subject to any limits provided in Section 3.


2.2 Exercise. This Option shall be exercised by the Optionee by delivering to the Executive Compensation Division of the Corporation153s Human Resources Department (i) this Agreement signed by the Optionee, (ii) a written (including electronic) notification specifying the number of shares which the Optionee then desires to purchase, (iii) a check payable to the order of the Corporation, which may include cash forwarded through the broker or other agent-sponsored exercise or financing program approved by the Corporation, and/or shares, or certification of ownership for shares, of Common Stock equal in value to the aggregate Option Price of such shares and/or an instruction from the Optionee directing the Corporation to withhold shares of Common Stock otherwise receivable upon exercise of this Option (subject to any restrictions regarding prior ownership of such shares or an equivalent number of shares imposed by the Corporation), and (iv) a stock power executed in blank for any shares of Common Stock delivered or withheld pursuant to clause (iii) hereof. Shares of Common Stock surrendered, certified or withheld in exercise of this Option shall be subject to terms and conditions imposed by the Committee and shall be valued as of the date, and by the means, prescribed by the Corporation153s procedures in effect at the time of such exercise and in accordance with the terms of the Plan. As soon as practicable after each exercise of this Option and compliance by the Optionee with all applicable conditions, the Corporation will credit the number of shares of Common Stock, if any, which the Optionee is entitled to receive upon such exercise under the provisions of this Agreement to a book-entry account in the Optionee153s name.

2.3 Expiration. The Option shall expire and cease to be exercisable on the earlier of (a) either (i) the last trading day immediately preceding the ten year anniversary of the Grant Date or, if earlier, (ii) the date of cancellation provided for in Section 4.8 (the earlier of (i) and (ii) referred to as the "Option Expiration Date") or (b) the expiration date provided for in Section 3.

SECTION 3: Termination of Employment and Disability

3.1 Termination of Employment.

(a) General. If the Optionee153s employment with the Corporation is terminated, this Option will expire on the Termination Date except as provided in Sections 3.2 or 3.3 hereof.

(b) Meaning of Terms. As used in this Agreement, (i) "Termination Date" shall mean the date upon which the Optionee ceases performing services as an employee of the Corporation, without regard to accrued vacation, severance or other benefits or the characterization thereof on the payroll records of the Corporation; and (ii) "Payroll Separation Date" shall mean the last day for which the Optionee receives salary continuance or separation/transition pay from the Corporation, if any, without regard to any period during which receipt of payments may be delayed to avoid imposition of additional taxes under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). If the Optionee does not receive salary continuance or separation/transition pay from the Corporation, the Payroll Separation Date will be the same date as the Termination Date.

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3.2 Specified Terminations of Employment.

(a) Termination Without Cause/With Cause. If the Optionee153s employment is terminated by the Corporation "without cause," as defined in Section 3.5(e) of the Plan, the unvested portion of the Option will expire on the Termination Date and the Optionee will have thirty days following the Termination Date to exercise the portion of the Option that was vested on the Termination Date; provided, however, if the Optionee is entitled to separation/transition pay from the Corporation, the unvested portion of the Option will expire on the Payroll Separation Date and the vested portion of the Option may be exercised for one year following the Payroll Separation Date; provided further, in any case the Option may not extend beyond the Option Expiration Date. Upon the effective date of a termination of the Optionee153s employment with the Corporation for cause, the Option will immediately expire without consideration or further action being required of the Corporation, and without regard to any delay pursuant to Section 3.4 below.

(b) Termination following Satisfaction of Age and Service Criteria:

(i) Age 55 until 60. If the Payroll Separation Date occurs on or after the Optionee153s attainment of age 55 but prior to age 60, the Option will continue to vest as set forth in Section 2.1 hereof through the Payroll Separation Date and the Optionee will have three years from the Payroll Separation Date to exercise the portion of the Option that was vested as of such date (or, if earlier, until the Option Expiration Date).

(ii) Age 60 until 65. If the Payroll Separation Date occurs on or after the Optionee153s attainment of age 60 but prior to age 65, the Option will continue to vest as set forth in Section 2.1 hereof during the five year period following the Payroll Separation Date and the Optionee will have five years following the Payroll Separation Date to exercise the Option to the extent it is or becomes vested during such period (or, if earlier, until the Option Expiration Date).

(iii) Age 65 and over. If the Payroll Separation Date occurs on or after the Optionee153s attainment of age 65, this Option will automatically become fully exercisable upon the Termination Date (or, if the Optionee has not attained age 65 on the Termination Date, upon the date on which the Optionee attains age 65) and the Optionee will have seven years following the Payroll Separation Date to exercise the Optionee153s vested Option (or if earlier, until the Option Expiration Date).

(c) Sale of Business Unit or Subsidiary. If the Optionee153s employment with the Corporation is terminated by the Corporation due to the sale of a business unit or subsidiary of the Corporation by which the Optionee is employed, and the Optionee is not otherwise entitled to transition/separation pay from the Corporation, upon the Termination Date any then unvested Option shall vest on a pro-rata basis equal to (i) the number of whole and fractional months from the Grant Date through the Termination Date (without regard to any delayed vesting under Section 3.4 below), divided by (ii) 48 months, with the result multiplied by (iii) the total number of the shares subject to the Option, with that result reduced by (iv) the number of shares subject to the Option that were already vested as of the Termination Date. Any then remaining portion of the Option will expire immediately. In such case, the Optionee will have two years following the Termination Date to exercise the Option that was or became vested as of the Termination Date (or if earlier, until the Option Expiration Date).

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(d) Death. If the Optionee shall die while employed by the Corporation, or within a period following termination of employment during which this Option remains exercisable, the then remaining unvested portion of this Option shall automatically become fully exercisable and the executor or administrator of the Optionee153s estate or the person or persons to whom the Optionee shall have transferred such right by Will or by the laws of descent and distribution will have two years following the date of death to exercise the Optionee153s vested Option (or if earlier, until the Option Expiration Date).

(e) Change in Control. If the Optionee153s employment is terminated by the Corporation "without cause," as defined in Section 3.5(e) of the Plan, within two years after a Change in Control, as defined in Section 3.2(f) of this Agreement, occurring after the Grant Date, this Option shall automatically become fully exercisable and the Optionee will have one year following the Payroll Separation Date to exercise the Optionee153s vested Option (or if earlier, until the Option Expiration Date). The definition of Change in Control as provided in the Plan is expressly inapplicable to this Agreement.

(f) Change in Control Definition. For purposes of this Agreement, "Change in Control" means the occurrence of any one of the following events:

(i) During any period of not more than two (2) years, the Incumbent Directors no longer represent a majority of the Board. "Incumbent Directors" are (A) the members of the Board as of July 1, 2007 and (B) any individual who becomes a director subsequent to the date hereof whose appointment or nomination was approved by at least a majority of the Incumbent Directors then on the Board (either by specific vote or by approval, without prior written notice to the Board objecting to the nomination, of a proxy statement in which the member was named as nominee). However, the Incumbent Directors will not include anyone who becomes a member of the Board after the date hereof as a result of an actual or threatened election contest or proxy or consent solicitation on behalf of anyone other than the Board, including as a result of any appointment, nomination or other agreement intended to avoid or settle a contest or solicitation;

(ii) There is a beneficial owner of securities entitled to 30% or more of the total voting power of the Corporation153s then-outstanding securities in respect of the election of the Board (the "Voting Securities"), other than (A) the Corporation, any Subsidiary of it or any employee benefit plan or related trust sponsored or maintained by the Corporation or any Subsidiary of it; (B) any underwriter temporarily holding securities pursuant to an offering of them; (C) anyone who becomes a beneficial owner of that percentage of Voting Securities as a result of an Excluded Transaction (as defined below); or (D) anyone who becomes a beneficial owner of that percentage of Voting Securities as a result of a transaction in which Voting Securities are acquired from the Corporation, if the transaction is approved by a majority of the Incumbent Directors in a resolution that expressly states that the transaction is not a Change in Control under Section 2(e) of the Corporation153s Executive Severance Plan;

(iii) Consummation of a merger, consolidation, statutory share exchange or similar transaction (including an exchange offer combined with a merger or consolidation) involving the Corporation (a "Reorganization") or a sale, lease or other disposition (including by

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way of a series of transactions or by way of merger, consolidation, stock sale or similar transaction involving one or more subsidiaries) of all or substantially all of the Corporation153s consolidated assets (a "Sale") other than an Excluded Transaction. A Reorganization or Sale is an "Excluded Transaction" if immediately following it: (A) 50% or more of the total voting power of the Surviving Corporation153s then-outstanding securities in respect of the election of directors (or similar officials in the case of a non-corporation) is represented by Voting Securities outstanding immediately before the Reorganization or Sale or by securities into which such Voting Securities were converted in the Reorganization or Sale; (B) there is no beneficial owner of securities entitled to 30% or more of the total voting power of the then-outstanding securities of the Surviving Corporation in respect of the election of directors (or similar officials in the case of a non-corporation); and (C) a majority of the board of directors of the Surviving Corporation (or similar officials in the case of a non-corporation) were Incumbent Directors at the time the Board approved the execution of the initial agreement providing for the Reorganization or Sale. The "Surviving Corporation" means in a Reorganization, the entity resulting from the Reorganization or in a Sale, the entity that has acquired all or substantially all of the assets of the Corporation, except that, if there is a beneficial owner of securities entitled to 95% of the total voting power (in respect of the election of directors or similar officials in the case of a non-corporation) of the then-outstanding securities of the entity that would otherwise be the Surviving Corporation, then that beneficial owner will be the Surviving Corporation; or

(iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation.

For purposes of the foregoing definition, "Subsidiary" means any corporation or other entity in which the Corporation has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors (or members of any similar governing body) or in which the Corporation has the right to receive 50% or more of the distribution of profits or 50% of the assets or liquidation or dissolution.

[(g) Special Termination Right. If the Optionee153s employment is terminated pursuant to the terms and conditions of the Special Termination Right, as such term is defined in , the unvested portion of the Option will fully vest and become immediately exercisable upon the Termination Date, and will continue to be outstanding and in effect for five years following the Termination Date.]

(h) Limitation. During any interim period in which Optionee153s entitlement to separation/transition pay is not yet established, Optionee shall not be permitted to exercise this Option in cases where the exercise or vesting thereof is dependent upon whether the Optionee is so entitled.

3.3 Disability. This Option shall automatically vest and become fully exercisable on the first day for which the Optionee receives long-term disability benefits under the Corporation153s long-term disability plan, and the Optionee will have two years following such date to exercise the Optionee153s vested Option (or if earlier, until the Option Expiration Date).

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3.4 Delayed Vesting. Notwithstanding the foregoing provisions of this Section, any vesting under this Agreement which would otherwise occur within one year from the Grant Date will be delayed until the one year anniversary of the Grant Date except in the case of vesting due to death, disability or as may be required by prior contractual obligation.

SECTION 4: Miscellaneous

4.1 No Right to Employment. Neither the grant of the Option nor anything else contained in this Agreement or the Plan shall be deemed to limit or restrict the right of the Corporation to terminate the Optionee153s employment at any time, for any reason, with or without cause.

4.2 Nontransferable. This Option may not be transferred except by the Optionee upon his or her death. No other assignment or transfer of this Option, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise shall be permitted, but immediately upon any such assignment or transfer this Option shall terminate and become of no further effect. During the Optionee153s life this Option shall be exercisable only by the Optionee, and after the Optionee153s death the Option shall remain subject to any restrictions on exercise and otherwise as if held by the Optionee. Whenever the word "Optionee" is used in any provision of this Option under circumstances where the provision should logically be construed to apply to the executors, the administrators or other persons to whom this Option may be transferred, the word "Optionee" shall be deemed to include such person or persons.

4.3 Adjustment. This Option is subject to adjustment as provided in Article IX of the Plan.

4.4 Compliance with Laws. Notwithstanding any other provision hereof, the Optionee hereby agrees that he or she will not exercise the Option, and that the Corporation will not be obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Optionee or the Corporation of any provision of law or regulation of any governmental authority. Any determination in this connection by the Committee shall be final, binding and conclusive. The Corporation shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. For the avoidance of doubt, the Optionee understands and agrees that if any payment or other obligation under of arising from this Agreement or the Plan is in conflict with or is restricted by any U.S. federal, state or local or other applicable law (including without limitation, any regulations and interpretations thereunder), then the Corporation may reduce, revoke, cancel, clawback or impose different terms and conditions to the extent it deems necessary or appropriate, in its sole discretion, to effect such compliance.

4.5 Plan Governs. This is the Award Agreement referred to in Section 2.3(b) of the Plan. To the extent that any written and effective offer letter or employment agreement with the Optionee contains terms with respect to vesting and exercise periods of stock options that are more

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favorable than those contained herein, such terms shall apply as if part of this Agreement, provided that the Optionee has complied with the terms of such offer letter and/or employment agreement. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. A copy of the Plan may be obtained from the Executive Compensation Division of the Corporation153s Human Resources Department. No amount of income received by an Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation.

4.6 Nonstatutory Stock Option. The parties hereto agree that the Option granted hereby is not, and should not be construed to be, an incentive stock option under Section 422 of the Code.

4.7 Tax Withholding. In each case where the Optionee exercises this Option in whole or in part, the Corporation will notify the Optionee of the amount of withholding tax, if any, required under federal and, where applicable, state and local law, and the Optionee shall, forthwith upon the receipt of such notice, remit the required amount to the Corporation or, in accordance with such regulations as the Committee may prescribe, elect to have the withholding obligation satisfied in whole or in part by the Corporation withholding full shares of Common Stock and crediting them against the withholding obligation. The Corporation153s obligation to issue or credit shares to the Optionee is contingent upon the Optionee153s satisfaction of an amount sufficient to satisfy any federal, state, local or other withholding tax requirements.

4.8 Forfeiture and Repayment. If, directly or indirectly:

(a) during the course of the Optionee153s employment with the Corporation or, if longer, the period during which this Option is outstanding, the Optionee engages in conduct or it is discovered that the Optionee engaged in conduct that is materially adverse to the interests of the Corporation, including failures to comply with the Corporation153s rules or regulations, fraud, or conduct contributing to any financial restatements or irregularities;

(b) during the course of the Optionee153s employment with the Corporation and, unless the Optionee has post-termination obligations or duties owed to the Corporation or its Affiliates pursuant to an individual agreement set forth in subsection (d) below, for one year thereafter, the Optionee engages in solicitation and/or diversion of customers or employees;

(c) during the course of the Optionee153s employment with the Corporation, the Optionee engages in competition with the Corporation or its Affiliates;

(d) following termination of the Optionee153s employment with the Corporation for any reason, with or without cause, the Optionee violates any post-termination obligations or duties owed to the Corporation or its Affiliates or any agreement with the Corporation or its Affiliates, including without limitation, any employment agreement, confidentiality agreement or other agreement restricting post-employment conduct; or

(e) any compensation otherwise payable or paid to Optionee is required to be forfeited and/or repaid to the Corporation pursuant to applicable regulatory requirements;

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the Corporation may cancel all or any portion of this Option with respect to the shares not yet exercised and/or require repayment of any shares (or the value thereof) or amounts which were acquired from exercise of the Option. The Corporation shall have sole discretion to determine what constitutes such conduct and/or the application of regulatory requirements.

4.9 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law rules calling for the application of laws of another jurisdiction.

4.10 Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.

THE BANK OF NEW YORK MELLON CORPORATION

By:

[Name/Title]

OPTIONEE

[Name/Title]

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