Restricted Stock Unit 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 RESTRICTED STOCK UNIT AGREEMENT

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

SECTION 1: Restricted Stock Unit Award

1.1 Award. Subject to the terms and conditions set forth in this
Restricted Stock Unit Agreement (this “Agreement”) and to the terms of The Bank
of New York Mellon Corporation Long-Term Incentive Plan (the “Plan”), the
Corporation hereby awards to the Grantee restricted
stock units (“RSUs”), each representing a share of the Corporation153s common
stock, par value $.01, (the “Common Stock”) on (the
“Grant Date”), subject to adjustment as provided in Article IX of the Plan. Each
of the RSUs is denominated as a single share of Common Stock with a value equal
to one share of Common Stock. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Plan.

1.2 Acceptance. The Grantee accepts the award 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 this
Agreement or the Plan shall, without the written consent of the Grantee,
adversely affect the rights of the Grantee with respect to the award.

1.3 Dividend Equivalent Rights; No Voting. During the period prior to
vesting, the Grantee will have the right to receive dividend equivalents with
respect to the RSUs, payable in cash on the first regularly scheduled applicable
payroll date in each of February, May, August and November of each calendar
year, corresponding to the amount of any dividend paid by the Corporation for
the immediately preceding dividend payment date. In the event that the Grantee
receives any additional RSUs as an adjustment with respect to the award, such
additional RSUs will be subject to the same restrictions as if granted under
this Agreement as of the Grant Date and paid pursuant to Section 4 of this
Agreement. During the period prior to vesting, the Grantee shall not be entitled
to vote any shares represented by the RSUs. “Corporation,” when used herein with
reference to employment of the Grantee, shall include any Affiliate of the
Corporation.

SECTION 2: Restrictions on Transfer

2.1 Nontransferable. No RSUs awarded hereunder or any interest therein
may be sold, transferred, assigned, pledged or otherwise disposed of (any such
action being hereinafter referred to as a “Disposition”) by the Grantee until
such time as this restriction lapses with respect to such RSUs pursuant to
Section 3 hereof, and any attempt to make such a Disposition shall be null and
void and result in the immediate forfeiture and return to the Corporation
without consideration of any RSUs as to which restrictions on Disposition shall
at such time be in effect.

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SECTION 3: Vesting, [Performance Requirements,]
Forfeiture,

Termination of Employment and Disability

3.1 Vesting Period, [Required Tier 1 Common Capital Ratio and Return on
Tier 1 Common Equity] and Forfeiture.

(a) Vesting. Subject to Sections 3.1(b), 3.2, 3.3 and 5.6 hereof, if
the Grantee remains continuously employed by the Corporation through the close
of business on , the RSUs shall vest and the
restrictions on Disposition of the RSUs set forth in Section 2.1 hereof shall
lapse in full on such date.

[(b) Required Tier 1 Common Capital Ratio and Return on Tier 1 Common
Equity. As promptly as practicable following the end of calendar year
, the Human Resources and Compensation Committee of the
Corporation153s Board of Directors (the “Committee”) shall determine in accordance
with the terms of this Agreement whether the Corporation153s Tier 1 Common Capital
Ratio (as hereinafter described) at was greater
than or equal to % and the Corporation153s Return on Tier 1 Common
Equity (as hereinafter described) at was greater
than or equal to % (collectively, the “Performance Requirement”). If
the Committee determines that the Performance Requirement has not been
satisfied, all RSUs subject to restriction on disposition shall be forfeited and
returned to the Corporation without further action being required of the
Corporation. For the purposes of this Agreement, (i) “Tier 1 Common Capital
Ratio” shall be as defined by Basel 1 and (ii) “Return on Tier 1 Common Equity”
shall be the amount of GAAP earnings for calendar year divided
by Tier 1 Common Equity as defined by Basel 1 as of .
Notwithstanding the provisions of Sections 3.2 or 3.3 below, under no
circumstances will the restrictions on Disposition set forth in Section 2.1
hereof lapse unless and until the Committee determines that the Performance
Requirement has been satisfied.]

(c) Forfeiture Upon Termination of Employment. Subject to Sections
3.2 and 3.3 of this Agreement, upon the effective date of a termination of the
Grantee153s employment with the Corporation occurring prior to the lapse of
restrictions on Disposition pursuant to this Section 3.1, all RSUs then subject
to restrictions on Disposition shall immediately be forfeited and returned to
the Corporation without consideration or further action being required of the
Corporation except in situations where vesting would
have occurred but for (i) a delay pursuant to Section 3.4 below; or (ii) the
fact that a determination has not yet been made as to whether the Performance
Requirement has been satisfied, in which cases the restrictions on Disposition
shall lapse in accordance with the terms of this Agreement provided that the
Committee determines that the Performance Requirement has been satisfied. The
effective date of the Grantee153s termination shall be the date upon which the
Grantee ceases to perform 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.

(d) Forfeiture Upon Termination of Employment for Cause. Upon the
effective date of a termination of the Grantee153s employment with the Corporation
for cause, occurring prior to the lapse of restrictions on Disposition pursuant
to this Section 3.1 or pursuant to Sections 3.2 or 3.3 hereof, all RSUs then
subject to restrictions on Disposition shall immediately be forfeited and
returned to the Corporation without consideration or further action being
required of the Corporation, and without regard to any delay pursuant to
Section 3.4 below or the fact that a determination has not yet been made as to
whether the Performance Requirement has been satisfied.

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3.2 Specified Terminations of Employment.

(a) Death, Sale of Business. The restrictions on Disposition of the
RSUs set forth in Section 2.1 hereof shall lapse immediately and such RSUs shall
vest upon termination of the Grantee153s employment with the Corporation if such
termination is by reason of (i) the Grantee153s death, or (ii) the Grantee153s
termination by the Corporation due to a sale of a business unit or subsidiary of
the Corporation by which the Grantee is employed and the Grantee is not
otherwise entitled to transition/separation pay from the Corporation.

(b) Age & Service Rule, Termination Providing Transition/Separation
Pay. If the Grantee153s employment terminates by reason of (i) a termination
on or after the Grantee153s attainment of age 55 but prior to age 60 with ten
years of credited employment with the Corporation, (ii) a termination on or
after the Grantee153s attainment of age 60, or (iii) a termination providing
transition/separation pay from the Corporation, the restriction on Disposition
of the RSUs set forth in Section 2.1 shall lapse and the RSUs shall vest on the
date provided in Section 3.1(a), contingent upon the Grantee153s compliance with
the covenants provided in Section 3.5 hereof. If Grantee fails to comply with
such covenants, the RSUs shall immediately be forfeited.

(c) Other Age & Service Rule. If the Grantee153s employment with
the Corporation terminates on or after the Grantee153s attainment of age 55 but
prior to age 60 and the Grantee has less than ten years of credited employment
with the Corporation, the restrictions on Disposition of the RSUs set forth in
Section 2.1 shall lapse and the RSUs shall vest on the date provided in
Section 3.1(a), contingent upon the Grantee153s compliance with the covenants
provided in Section 3.5 hereof, upon a number of RSUs equal to (i) the number of
whole and fractional months from the Grant Date through the date upon which the
Grantee153s employment is terminated, divided by (ii) 36, with the result
multiplied by (iii) the number of RSUs awarded hereunder. In such case, any
fractional RSUs shall be rounded up and all then remaining RSUs awarded
hereunder shall be forfeited immediately upon the Grantee153s termination of
employment. If Grantee fails to comply with such covenants, the RSUs shall
immediately be forfeited.

(d) Change in Control. If the Grantee153s 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(e) of this
Agreement, occurring after the Grant Date, the restrictions on Disposition of
the RSUs set forth in Section 2.1 hereof shall lapse and the RSUs shall vest
immediately upon termination of the Grantee153s employment with the Corporation.
The definition of Change in Control as provided in the Plan is expressly
inapplicable to this Agreement.

(e) 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;

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(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 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.

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3.3 Disability. The restrictions on Disposition of the RSUs set forth
in Section 2.1 hereof shall lapse and the RSUs shall vest on the first day for
which the Grantee receives long-term disability benefits under the Corporation153s
long-term disability plan.

3.4 Delayed Vesting. Notwithstanding the foregoing provisions of this
Section 3, 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 written contractual obligation.

3.5 Covenants. Grantee agrees to provide the Corporation with 90 days153
advance written notice of any voluntary termination of Grantee153s employment with
the Corporation. In the case of those terminations for which vesting is
contingent upon compliance with this section, Grantee agrees that for the period
commencing on the effective date of Grantee153s termination of employment until
the one-year anniversary thereof (or, if earlier, until the date provided in
Section 3.1(a)), Grantee will not directly or indirectly (a) solicit or attempt
to solicit or induce, directly or indirectly, (i) any current or prospective
client of the Corporation or an Affiliate known to Grantee, to initiate or
continue a client relationship with Grantee other than with the Corporation or
Affiliate or to terminate or reduce its client relationship with the Corporation
or Affiliate, or (ii) any employee of the Corporation or an Affiliate, to
terminate such employee153s employment relationship with the Corporation or
Affiliate in order to enter into a similar relationship with Grantee, or any
other person or any entity, or (b) compete against the Corporation or an
Affiliate in any capacity, whether as principal, agent, independent contractor,
employee or otherwise, with any financial services industry company located
within 1,000 miles of Grantee153s primary location of employment with the
Corporation; provided, however, that the ownership of up to 5% of any class of
the outstanding securities of any company the securities of which are listed on
a national securities exchange (a “Public Company”) (including, for purposes of
calculating such percentage, the voting securities owned by persons acting in
concert with such person or otherwise constituting a “group” for purposes of
Section 13(d)(3) of the Securities Exchange Act of 1934) shall not be deemed a
violation hereof provided that Grantee does not have an active role in the
management of such Public Company. Grantee agrees to advise any person or entity
that seeks to employ Grantee of the terms of these covenants.

SECTION 4: Settlement

4.1 Time of Settlement. Vested RSUs shall be settled on the vesting
date provided herein and in all events no later than two and one-half months
following the end of the calendar year in which vesting occurs; provided,
however, if Grantee is a “specified employee” under Section 409A of the
Internal Revenue Code of 1986, as amended, upon separation from service and such
settlement is conditioned upon a separation from service and not compensation
Grantee could receive without separating from service, then settlement shall not
be made until the first day following the six-month anniversary of the Grantee153s
separation from service (or upon earlier death).

4.2 Form of Settlement. The RSUs shall be settled in the form of
Common Stock delivered in book-entry form.

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4.3 Negative Discretion. At any time on or prior to the settlement of
the award, the Committee may, through the use of negative discretion, reduce or
eliminate any and all amounts that would otherwise be payable as provided
herein.

SECTION 5: Miscellaneous

5.1 No Right to Employment. Neither the award of RSUs 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 Grantee153s employment at
any time, for any reason, with or without cause.

5.2 Compliance with Laws. Notwithstanding any other provision of this
Agreement, the Grantee hereby agrees to take any action, and consents to the
taking of any action by the Corporation, with respect to the RSUs awarded
hereunder necessary to achieve compliance with applicable laws or regulations in
effect from time to time. Any determination in this connection by the Committee
shall be final, binding and conclusive. The Corporation shall in no event be
obligated 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 delivery of shares in book-entry form or otherwise
therefore to comply with any law or regulation in effect from time to time. For
the avoidance of doubt, the Grantee understands and agrees that if any payment
or other obligation under or arising from this Agreement, including without
limitation dividend equivalent rights, 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. If the Corporation determines that
it is necessary or appropriate for any payments under this Agreement to be
delayed in order to avoid additional tax, interest and or penalties under
Section 409A of the Internal Revenue Code (the “Code”), then the payments would
not be made before the date which is the first day following the six (6) month
anniversary of the date of the Grantee153s termination of employment (or upon
earlier death). For purposes of compliance with Section 409A of the Code,
(i) the definitions and requirements for Disability and Change in Control
contained herein shall be interpreted in a manner compliant with the comparable
definitions of Section 409A of the Code and (ii) if and to the extent that any
specified payment date included within Section 3.2 or 3.3 hereof may not be
applied in conformance with Section 409A of the Code then, subject to the
foregoing sentence, payments will be made as provided in Section 4.1 and 3.1(a).

5.3 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 Grantee contains terms with respect to
vesting of RSUs that are more favorable than those contained herein, such terms
shall apply as if part of this Agreement, provided that the Grantee 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 the Grantee pursuant to the RSUs shall be
considered compensation for purposes of any pension or retirement plan,
insurance plan or any other employee benefit plan of the Corporation.

5.4 Liability for Breach. The Grantee hereby indemnifies the
Corporation and holds it harmless from and against any and all damages or
liabilities incurred by the Corporation (including liabilities for attorneys153
fees and disbursements) arising out of any breach by the Grantee of this
Agreement, including, without limitation, any attempted Disposition in violation
of Section 2.1 hereof.

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5.5 Tax Withholding. The Grantee shall be advised by the Corporation
as to the amount of any federal, state, local or foreign income or employment
taxes required to be withheld on the compensation income resulting from the
award of, or lapse of restrictions on, the RSUs. The Grantee shall pay any taxes
required to be withheld directly to the Corporation in cash upon request;
provided, however, that where the restrictions on Disposition set forth in
Section 2.1 hereof have lapsed the Grantee may satisfy such obligation in whole
or in part by requesting the Corporation in writing to withhold from the Common
Stock otherwise deliverable to the Grantee or by delivering to the Corporation
shares of its Common Stock having a Fair Market Value, on the date the
restrictions lapse equal to the amount of the aggregate minimum statutory
withholding tax obligation to be so satisfied, in accordance with such rules as
the Committee may prescribe. If the Grantee does not make such request, the
Corporation will automatically net unless it has previously requested payment in
cash. The Corporation153s obligation to issue or credit shares to the Grantee is
contingent upon the Grantee153s satisfaction of an amount sufficient to satisfy
any federal, state, local or other withholding tax requirements, notwithstanding
the lapse of the restrictions thereon.

5.6 Forfeiture and Repayment. If, directly or indirectly:

(a) during the course of the Grantee153s employment with the Corporation, the
Grantee engages in conduct or it is discovered that the Grantee 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 Grantee153s employment with the Corporation and,
unless the Grantee 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 Grantee engages in
solicitation and/or diversion of customers or employees;

(c) during the course of the Grantee153s employment with the Corporation, the
Grantee engages in competition with the Corporation or its Affiliates;

(d) following termination of the Grantee153s employment with the Corporation
for any reason, with or without cause, the Grantee 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 Grantee is required to be
forfeited and/or repaid to the Corporation pursuant to applicable regulatory
requirements;

the Corporation may cancel all or any portion of this award with respect to
the RSUs subject to restrictions on Disposition and/or require repayment of any
shares (or the value thereof) or amounts which were acquired from the award. The
Corporation shall have sole discretion to determine what constitutes such
conduct and/or the application of regulatory requirements.

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5.7 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
provisions calling for the application of laws of another jurisdiction.

5.8 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]
		GRANTEE
By:
		[Name]

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