\n| <\/td>\n | \n<\/td>\n | <\/td>\n | \n $2,000,000 in BNY Mellon stock options. The number of stock
\noptions to be granted will be based on estimated Black-Scholes value of BNY
\nMellon153s 25-day average closing prices used for annual employee (including
\nexecutive) equity awards. The options will vest ratably in one quarter
\nincrements over 4 years from the date of the grant. (See Addendum). The
\nBlack-Scholes valuation will be made in accordance with past practice as
\npreviously disclosed to you.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Your target bonus opportunity for 2011, under the EICP, will be $6,700,000,
\npayable on or before March 15, 2012. The actual amount earned for 2011
\nperformance will be based on the 2011 performance criteria established by the
\nHRCC and payable in accordance with the terms of the EICP. The
\nclawback\/forfeiture provisions applicable to the cash portion of your 2010 Award
\nare described in the Second Addendum (enclosed).<\/p>\n At a meeting of the HRCC on July 22, 2010, your annual long-term equity award
\nfor 2011 in the amount of $6,700,000 was approved, subject to your commencing
\nemployment with BNY Mellon and remaining employed through the grant date. The
\ngrant will be made at the same time as equity awards for 2011 are made to other
\nsenior executives of BNY Mellon. The form and the terms of the award will be
\ndetermined by the HRCC and subject to the BNY Mellon LTIP, and will be no less
\nfavorable to you than the form and terms of corresponding awards to senior
\nexecutives of BNY Mellon generally. For your information in year 2010, EC equity
\nwas awarded 50% in stock options and 50% in restricted stock, with the
\nrestricted shares subject to minimum performance criteria.<\/p>\n In addition, pursuant to the terms of the LTIP, the HRCC approved on July 22,
\n2010 an award in the amount of $9,000,000 in BNY Mellon restricted shares, (the
\n“Sign-on Grant”), subject to your commencing employment with BNY Mellon. The
\ngrant will be made on the first business day of the first month following your
\nStart Date. The value of this Sign-on Grant has been converted to BNY Mellon
\nrestricted shares based on the average of BNY Mellon153s 25-day closing prices
\nfrom June 9, 2010 through July 14, 2010. The 347,625 shares ($9,000,000 in value
\nas converted above) will vest ratably in one quarter increments over four years
\nfrom the date of the grant. In the event of a stock split or comparable event
\nprior to the grant date, the number of shares subject to the Sign-on Grant will
\nbe equitably adjusted. (See Addendum).<\/p>\n The provisions of this letter are intended to comply with Section 409A of the
\nInternal Revenue Code (“Code”). If the Company determines that it is necessary
\nor appropriate for any payments after separation from employment to be delayed
\nin order to avoid additional tax, interest and\/or penalties under Section 409A
\nof the Internal Revenue Code, then the payments and benefits would not be made
\nbefore the date which is the first day following the six (6) month anniversary
\nof the date of the involuntary termination (or upon earlier death).<\/p>\n<\/p>\n
\nCurtis Arledge<\/p>\n 3<\/p>\n<\/p>\n Beginning in 2011 you will also be eligible to participate in The Bank of New
\nYork Mellon Corporation Deferred Compensation Plan for Employees (“Deferred
\nCompensation Plan”). Under the Deferred Compensation Plan, eligible employees
\nmay voluntarily defer a portion of their annual cash bonus on a pretax basis.
\nMore information will be provided after you start.<\/p>\n As referenced above, the Company maintains the Severance Plan for members of
\nthe EC. The Severance Plan has severance provisions if an EC member153s employment
\nis involuntarily terminated without “Cause” as defined by the plan. The HRCC
\nwill designate you as a participant in the Severance Plan as of your Start Date
\nat its meeting on August 10, 2010. For purposes of the Severance Plan, you will
\nbe treated as if your employment commenced on January 1, 2010. In order to
\nreceive benefits under the Severance Plan on termination of employment, you will
\nhave to agree to reaffirm the non-solicitation restrictions that then apply to
\nyou and to execute (and not timely revoke) a general release of all claims that
\nis mutually acceptable. For the avoidance of doubt, the release required under
\nthe Severance Plan shall not require you to release any rights you then have
\nwith respect to the grants described in the Addendum, to the 2011 EICP award, or
\nto the cash portion of the 2010 Award. Furthermore, the provisions of Section
\n9(a) of the Severance Plan (relating to mitigation and offset) shall apply
\nequally to all economic rights and grants referred to in this letter.<\/p>\n You will have access to a car and driver and corporate aircraft in accordance
\nwith BNY Mellon153s policies in effect from time to time for security purposes and
\nto allow for more efficient use of your extensive business travel time.<\/p>\n As a member of the EC, you also will be covered under the Company153s stock
\nownership guidelines. These guidelines generally require that you own an amount
\nof stock valued at four times your base salary and also retain a portion of your
\nequity awards. You have five years to achieve this ownership level and more
\ninformation will be provided after you start.<\/p>\n It is understood and agreed that if any BNY Mellon payment or other
\nobligation under this letter or the applicable plan is in conflict with any U.S.
\nfederal, state or local or other applicable law (including without limitation,
\nany regulations and interpretations there under), or any agreement between BNY
\nMellon and any government regulator or the listing requirements of the principle
\nsecurities exchange on which BNY Mellon shares are then listed, then BNY Mellon
\nmay reduce, revoke, cancel, adjust, claw back or impose different terms and
\nconditions to the extent it deems necessary or appropriate in its sole
\ndiscretion to effect such compliance. Subject only to the previous sentence, the
\nSign-On Grant and the 2010 Award described in this letter will be subject to
\nclawback and forfeiture only as described in the Addendum and the Second
\nAddendum. The 2011 awards described in this letter will be subject to clawback
\nand forfeiture provisions no less favorable to you than those imposed under the
\ncorresponding awards to other members of the EC.<\/p>\n All new employees participate in a general orientation session. We will work
\nwith you to schedule a time for a member of the Human Resources Department to
\nsit with you, individually, to conduct this session.<\/p>\n A summary of benefit coverage for which you will be eligible is enclosed.
\nDetailed information about the Flexible Benefit Plan will be discussed during
\nyour orientation session, and you will be eligible to elect other available
\nhealth coverage, life insurance and AD&D coverage than that provided
\nautomatically. In addition, you will be covered by our indemnification policies
\n(as in effect from time to time) on a basis<\/p>\n<\/p>\n
\nCurtis Arledge<\/p>\n 4<\/p>\n<\/p>\n at least as favorable as other senior executives of BNY Mellon. For the
\navoidance of doubt, any claim based on your alleged or actual breach, as a
\nresult of your activities on behalf of BNY Mellon, of any restrictive covenant
\nor similar obligation to your current employer that has been disclosed to BNY
\nMellon prior to the date hereof (but not any obligation not so disclosed) shall
\nbe promptly indemnified by BNY Mellon (and expenses, including reasonable
\nattorneys fees, relating to any such claim shall be promptly advanced to you) to
\nthe fullest extent permitted by applicable law, subject to (i) any procedural
\nrequirements set forth in our indemnification policies, (ii) your good faith
\ncompliance with any limitations on your activities on behalf of BNY Mellon
\nimposed by the office of the General Counsel and (iii) your otherwise reasonably
\ncooperating with the efforts of the office of the General Counsel in furtherance
\nof your avoiding any potential breach of such agreements.<\/p>\n By federal law, you must be prepared to produce documents on your first day
\nof employment to prove your identity and employment eligibility in the United
\nStates. A list of acceptable documents is enclosed. If you are unable to produce
\nthe required documentation within three business days of your start date, your
\nemployment cannot continue.<\/p>\n It is the policy of BNY Mellon to fingerprint all employees of our entities
\nthat are regulated by the Federal Deposit Insurance Act and\/or the Securities
\nExchange Act of 1934. You are required to have your fingerprints taken prior to
\nemployment. And, as part of our commitment to a drug free workplace, you are
\nrequired to take a drug test prior to your employment date. Please contact
\nStephanie Walker at 412-234-0911 to make the arrangements.<\/p>\n This offer is contingent upon a negative result on the drug test and the
\nsuccessful and favorable completion of the fingerprint record and of a customary
\nbackground check by a third party vendor selected by BNY Mellon. You agree to
\nexecute any and all documentation necessary for BNY Mellon to have such
\nfingerprint record and background check conducted. This offer is also contingent
\nupon your representation that your employment with BNY Mellon under the terms of
\nthis letter will not violate any agreement, understanding or undertaking with
\nany prior employer. In addition, this offer is contingent upon you signing the
\nenclosed non-solicitation and confidentiality agreement on or before your Start
\nDate. We recommend that you have it reviewed by an attorney. Your employment
\nwith the Bank, BNY Mellon, its subsidiaries, affiliates, successors, related
\ncompanies and assigns will remain at all times at will.<\/p>\n Please acknowledge your acceptance and agreement of the terms and conditions
\nof this letter by signing below and returning the original copy to me as soon as
\npossible but no later than July 31, 2010. Facsimile or other electronic
\ntransmission of any signed original document will be deemed the same as delivery
\nof an original. Curtis, we are confident that you will make a significant
\ncontribution to BNY Mellon and are very pleased you will be joining us. This
\noffer will remain open for acceptance by you until July 31, 2010. If you have
\nany questions, please feel free to contact me at 212-635-1119.<\/p>\n Sincerely yours,<\/p>\n \/s\/ Lisa B. Peters<\/p>\n Lisa B. Peters<\/p>\n Chief Human Resources Officer<\/p>\n<\/p>\n
\nCurtis Arledge<\/p>\n 5<\/p>\n<\/p>\n Enclosures<\/p>\n<\/p>\n \n\n\n| \n cc:<\/p>\n<\/td>\n | \n Mr. Robert P. Kelly<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Barbara K. Ross, Esquire<\/p>\n Robert M. Sedgwick, Esquire<\/p>\n Jane Sherburne, Esquire<\/p>\n Ms. Stephanie P. Walker<\/p>\n Accepted and Agreed:<\/p>\n \/s\/ Curtis Y. Arledge <\/u> Date: July 29, 2010<\/u><\/p>\n<\/p>\n
\n Addendum to July 26, 2010 Offer Letter <\/strong><\/p>\nPage 1 of 2 <\/strong><\/p>\nRestricted Stock Awards <\/strong><\/p>\nGranted in the Form of Restricted Shares\/Units
\n<\/strong><\/p>\nExecutive Committee <\/strong><\/p>\nSummary of Terms <\/strong><\/p>\n<\/p>\n\n\n\n| \n Plan: <\/strong><\/p>\n<\/td>\n| \n The Bank of New York Mellon Corporation Long-Term Incentive Plan (the “Plan”)\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Vesting Schedule: <\/strong><\/p>\n<\/td>\n| Sign-on Grant<\/u><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 347,625 shares vest ratably in 1\/4 increments over four years from the grant
\ndate.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | Guaranteed (per letter) 2010 Equity Bonus to be granted on
\nor before March 15, 2011 <\/u><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n$3,000,000 in BNY Mellon restricted shares. The number of restricted shares
\nto be granted will be based on the average of BNY Mellon153s 25-day closing prices
\nused for annual employee (including executives) equity awards. Shares vest
\nratably in 1\/3 increments over three years from the date of grant.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | Long-Term Equity Award Opportunity for 2011<\/u><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The form and the terms of the award will be determined by the HRCC and
\nsubject to the BNY Mellon LTIP.<\/p>\n Shares\/Units will forfeit if employment terminates
\nprior to vesting, except for situations providing vesting below: <\/u><\/strong>\n<\/p>\n<\/p>\n\n\n\n| \n Voluntary:<\/u> <\/strong><\/p>\n<\/td>\n| \n If voluntary termination is prior to the vesting date, then the unvested
\nshares\/units are forfeited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n For Cause:<\/u> <\/strong><\/p>\n<\/td>\n| \n If terminated for cause prior to the vesting date, then the unvested
\nshares\/units are forfeited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Retirement:<\/u> <\/strong><\/p>\n<\/td>\n| \n Age 55 until age 60 with ten years of credited service: Shares vest 100%.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Age 55 until age 60 with less than ten years of credited service: Shares vest
\npro-rata.<\/p>\n Age 60 and older: Shares vest 100%.<\/p>\n<\/p>\n \n\n\n| \n Death\/Disability:<\/u> <\/strong><\/p>\n<\/td>\n| \n All shares\/units fully vest.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Involuntary Termination (without<\/u>
\n cause and no separation pay):<\/u> <\/strong><\/p>\n<\/td>\n\n Unvested restricted stock shares\/units are forfeited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Termination – Executive Committee<\/u>
\nSeverance Plan\/Receives Separation<\/u>
\nPay:<\/u> <\/strong><\/p>\n<\/td>\n\n Restricted Stock\/Units vests 100% on last day worked.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Sale of Business:<\/u> <\/strong><\/p>\n<\/td>\n| \n Restricted Stock\/Units vests 100% on last day worked.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Change in Control:<\/u> <\/strong><\/p>\n<\/td>\n| \n Double Trigger – Award will vest if the Corporation terminates the awardee153s
\nemployment “without cause”, as defined in the Plan, within two years after the
\noccurrence of a post-grant date Change in Control, as defined in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Voting Rights:<\/u>
\n(Restricted Stock Only)<\/u> <\/strong><\/p>\n<\/td>\n\n Awardee will be permitted to vote the shares during the period of
\nrestrictions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Dividends:<\/u> <\/strong><\/p>\n<\/td>\n| \n Awardee will receive dividends during the period of restrictions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Tax:<\/u> <\/strong><\/p>\n<\/td>\n| \n Taxes due on vesting may be paid by netting of shares per usual procedures.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Note:<\/u> <\/strong><\/p>\n<\/td>\n| \n Any vesting that might occur within one-year from grant date (other than due
\nto death, disability or prior contractual obligation) shall be delayed until the
\none-year anniversary of grant date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Retirement and Disability Provisions are NOT<\/u><\/strong>
\napplicable to European Union.<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n Terms and agreements for awards in non-US locations may be modified as the
\nCorporation deems necessary or advisable in connection with local laws,
\nregulations or practices.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Clawback\/Forfeiture Provisions:<\/u>
\n<\/strong>(also as required by applicable law)<\/em><\/strong><\/p>\n<\/td>\n\n The employee engages in conduct during the course of employment that is
\nmaterially adverse to the interests of the Corporation, including failures to
\ncomply with rules and regulations, fraud or conduct contributing to financial
\nrestatements or irregularities; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n The employee violates any post-termination obligations owed to the
\nCorporation or any agreement restricting post-employment conduct; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| <\/td>\n | \n The employee engages in (i) the solicitation or diversion of customers or
\nemployees or engages in competition with the Corporation during employment or
\n(ii) the solicitation or diversion of customers or employees during the one year
\nperiod commencing upon termination of employment with the Corporation, unless
\notherwise covered by an agreement or obligation restricting post-employment
\nconduct, which would control.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nAddendum to July 26, 2010 Offer Letter <\/strong><\/p>\nPage 2 of 2 <\/strong><\/p>\nStock Option Awards <\/strong><\/p>\nExecutive Committee <\/strong><\/p>\nSummary of Terms <\/strong><\/p>\n<\/p>\n\n\n\n| \n Plan: <\/strong><\/p>\n<\/td>\n| \n The Bank of New York Mellon Corporation Long-Term Incentive Plan (the “Plan”)\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Term: <\/strong><\/p>\n<\/td>\n| \n 10 years<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Type: <\/strong><\/p>\n<\/td>\n| \n Non-qualified stock options:not an Incentive Stock Option under Section 422
\nof the Internal Revenue Code, as amended.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Option Price: <\/strong><\/p>\n<\/td>\n| \n Closing price of The Bank of New York Mellon Corporation (BK) common stock on
\nthe date of grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Vesting Schedule: <\/strong><\/p>\n<\/td>\nGuaranteed (per letter) 2010 Equity Bonus granted on or before March 15,
\n2011<\/u><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n$2,000,000 in BNY Mellon stock options. The number of stock options to be
\ngranted will be based on the estimated Black-Scholes value of the average of BNY
\nMellon’s 25-day closing prices used for annual employee (including executives)
\nequity awards.<\/p>\n<\/p>\n \n\n\n| <\/td>\n | \n 1\/4 on first anniversary of the grant date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 1\/4 on second anniversary of the grant date<\/p>\n 1\/4 on third anniversary of the grant date<\/p>\n 1\/4 on fourth anniversary of the grant date<\/p>\n<\/p>\n \n\n\n| <\/td>\n | Long-Term Equity Award Opportunity for 2011<\/u><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n The form and the terms of the award will be determined by the HRCC and
\nsubject to the BNY Mellon LTIP.<\/p>\n Stock options will forfeit if employment terminates
\nprior to vesting, except for situations providing vesting below: <\/u><\/strong>\n<\/p>\n<\/p>\n\n\n\n| \n Voluntary:<\/u> <\/strong><\/p>\n<\/td>\n| \n If voluntary termination, all options are forfeited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Retirement:<\/u> <\/strong><\/p>\n<\/td>\n| \n Age 55 until age 60: Unvested options forfeit on payroll separation date,
\nthree years from payroll separation date to exercise vested options.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Age 60 until age 65: Continue vesting post-retirement. Five years from
\npayroll separation date to exercise vested options.<\/p>\n Age 65 and older. Full vesting of stock options. Seven years from payroll
\nseparation date to exercise vested options.<\/p>\n<\/p>\n \n\n\n| \n Death\/Disability:<\/u> <\/strong><\/p>\n<\/td>\n| \n All options fully vest. Two years to exercise vested stock options.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Involuntary Termination<\/u>
\n(without cause and<\/u>
\nNo Separation Pay):<\/u> <\/strong><\/p>\n<\/td>\n\n Unvested options forfeited; 30 days to exercise vested stock options from
\npayroll separation date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n\n\n| \n Termination:Executive Committee<\/u>
\nSeverance Plan\/Receives Separation<\/u>
\nPay:<\/u> <\/strong><\/p>\n<\/td>\n\n Options continue to vest during separation pay period. One-year to exercise
\nvested stock options from payroll separation date. Unvested options forfeit on
\npayroll separation date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |