Bank of New York Mellon CORP (Form: S-8, Received: 02/29/2008 16:07:32)

Name of Beneficiary
(Individual(s), Charity or Estate)

Social Security or Tax I.D. #

Relationship

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of issuer as specified in its charter)


Delaware		13-2614959
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Wall Street New York, NY		10286
(Address of Principal Executive Offices)		(Zip code)

The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors

The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees

(Full title of the plans)

Carl Krasik, Esq.

General Counsel,

The Bank of New York Mellon Corporation

One Mellon Center

500 Grant Street

Pittsburgh, Pennsylvania 15258-0001

Telephone: (412) 234-5222

(Name, address and telephone number, including area code, of agent for service)

Copies of communications to:

Jeffrey G. Aromatorio, Esq.

Reed Smith LLP

435 Sixth Avenue

Pittsburgh, Pennsylvania 15219-1886

Telephone: (412) 288-3364

CALCULATION OF REGISTRATION FEE

Title of securities to be registered

Amount

to be

registered ¹

Proposed
maximum

offering price

per share

Proposed
maximum

aggregate

offering price ²

Amount of

registration

fee

Common Stock, par value $0.01 per share

225,000

46.615

10,488,375

412.19

¹	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

²	Estimated pursuant to Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee, and based upon the $46.615 per share average of the high and low sales price of the Common Stock on the New York Stock Exchange on February 26, 2008.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Form S-8 Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN THE

REGISTRATION STATEMENT

Item 3.

Incorporation of Certain Documents by Reference

The following documents filed by the registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

(a) The registrant’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”);

(b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report on Form 10-K referred to in paragraph (a) above; and

(c) The description of the registrant’s Common Stock, contained in the prospectus included in the Registration Statement of The Bank of New York Mellon Corporation on Form S-4 (Registration No. 333-140863) as filed with the SEC on February 23, 2007, and Amendment No. 2 on April 17, 2007, as that description may be updated from time to time.

All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the filing of the annual report on Form 10-K referred to in paragraph (a) above and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other contemporaneously or subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

You may read and copy registration statements, reports, proxy statements and other information filed by The Bank of New York Mellon Corporation at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can call the SEC for further information about its public reference room at 1-800-732-0330. Such material is also available at the SEC’s website at http://www.sec.gov.

EXPERTS

The consolidated financial statements of The Bank of New York Mellon Corporation as of December 31, 2007, and for the year then ended, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The consolidated financial statements of the Bank of New York Mellon Corporation as of December 31, 2006, and for the two years ended December 31, 2006, were audited by other auditors whose report, dated February 21, 2007, was unqualified and included an explanatory paragraph that described the change in the Corporation’s method of accounting for defined benefit pension and other postretirement plans.

To the extent that KPMG LLP audits and reports on financial statements of The Bank of New York Mellon Corporation issued at future dates, and consents to the use of its report thereon, such financial statements also will be incorporated by reference in this registration statement in reliance upon its report and said authority.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

The Amended and Restated Certificate of Incorporation (Article Eighth) of The Bank of New York Mellon Corporation, a Delaware Corporation (the “Company”), provides that the Company will indemnify its officers and directors, and any other person who served in such role for other entities at the request of the Company (“Covered Person”), to the fullest extent permitted by law, against all expenses, judgments, fines and settlement amounts incurred by such person in connection with any threatened, pending or completed action, suit or proceeding by reason of the fact that such person was an officer or director of the Company or such other entity. The Company will indemnify Covered Persons in connection with a proceeding commenced or brought by that person only if the commencement or bringing of the proceeding was authorized by the Company’s Board of Directors. The Company will, to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), pay the expenses (including attorneys’ fees) of any Covered Person in defending a proceeding (other than a proceeding commenced or brought by the person without the specific authorization of the Company’s Board of Directors), provided that, to the extent required by the DGCL, advancement of expenses will only be made if such person provides an undertaking to repay all amounts advanced if it is determined that he is not entitled to indemnification.

Under the DGCL, other than in actions brought by or on behalf of the Company, indemnification would apply in any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, where the indemnitee has served in any capacity at the request of the Company, if the proposed indemnitee acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In actions brought by or on behalf of the Company that are settled or in which the proposed indemnitee is found liable to the Company, indemnification is not permitted except in the case of a judicial finding that despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and

reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper. The Company may purchase and maintain insurance to protect itself and any Covered Person against liability or expense asserted or incurred by such Covered Person in connection with any proceeding, whether or not the Company would have the power to indemnify such Covered Person against such liability or expense by law or under the indemnification provisions in the Company’s Amended and Restated Certificate of Incorporation.

The Company is authorized to enter into contracts with any Director or officer, or, as authorized by the Board of Directors, any other employee or agent of the Company in furtherance of the provisions of Article Eighth of the Company’s Amended and Restated Certificate of Incorporation and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in Article Eighth of the Company’s Amended and Restated Certificate of Incorporation. With respect to advancement of expenses, the DGCL provides that the Company may advance expenses upon the receipt of an undertaking as described above, on such terms and conditions as it deems appropriate. Under each Trust Agreement, the Company will agree to indemnify each of the Trustees of the Trust or any predecessor Trustee for the Trust, and to hold such Trustees harmless against any loss, damage, claims, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust Agreements, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Trust Agreements.

Item 7.

Exemption From Registration Claimed.

Not applicable.

Item 8.

Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of the registration Statement:


Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of The Bank of New York Mellon Corporation (included as Exhibit 2-A to Annex A to the joint proxy statement/prospectus contained in Amendment No. 2 to The Bank of New York Mellon Corporation’s Registration Statement on Form S-4/A (333-140863) filed April 17, 2007).

4.2		Bylaws of The Bank of New York Mellon Corporation (included as Exhibit 2-B to Annex A to the joint proxy statement/prospectus contained in Amendment No. 2 to The Bank of New York Mellon Corporation’s Registration Statement on Form S-4/A (333-140863) filed April 17, 2007).

4.3		Form of The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors, effective January 1, 2008, incorporated herein by reference to Exhibit 10.71 to registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.

4.4		Form of The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees.*



4.5		Enrollment Materials pursuant to The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors, effective January 1, 2008.*

5.1		Opinion of Reed Smith LLP.*

23.1		Consent of Reed Smith LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).*

23.2		Consent of KPMG LLP.*

24.1		Power of Attorney.*

*	Filed herewith.

Item 9.

Undertakings.

(a) Rule 415 offering.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “1933 Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”) that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) Filings incorporating subsequent Exchange Act Documents by Reference .

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the 1934 Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Filing of Registration Statement on Form S-8.

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 29, 2008.


THE BANK OF NEW YORK MELLON CORPORATION

By:		/s/ Robert P. Kelly
		Robert P. Kelly
		Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

*	Chief Executive Officer & Director	October 9, 2007
Robert P. Kelly	(Principal Executive Officer)

/s/ Bruce Van Saun	Chief Financial Officer	February 29 , 2008
Bruce Van Saun	(Principal Financial Officer)

/s/ Michael K. Hughey	Controller	February 29 , 2008
Michael K. Hughey	(Principal Accounting Officer)

*	Director	October 9, 2007
Frank J. Biondi, Jr.

*	Director	October 9, 2007
Ruth E. Bruch

*	Director	October 9, 2007
Nicholas M. Donofrio

*	Director	October 9, 2007
Steven G. Elliott

*	Director	October 9, 2007
Gerald L. Hassell

*	Director	October 9, 2007
Edmund F. Kelly

*	Director	October 9, 2007
Richard J. Kogan

*	Director	October 9, 2007
Michael J. Kowalski


*	Director	October 9, 2007
John A. Luke, Jr.
*	Director	October 9, 2007
Robert Mehrabian
*	Director	October 9, 2007
Mark A. Nordenberg
*	Director	October 9, 2007
Catherine A. Rein
*	Director	October 9, 2007
Thomas A. Renyi
*	Director	October 9, 2007
William C. Richardson
*	Director	October 9, 2007
Samuel C. Scott III
*	Director	October 9, 2007
John P. Surma
*	Director	October 9, 2007
Wesley W. von Schack

*	Carl Krasik, by signing his name hereto, does sign this document on behalf of the above-noted individuals, pursuant to power of attorney duly executed by such individuals which has been filed as an exhibit to this Registration Statement.

/s/ Carl Krasik

Name: Carl Krasik

A TTORNEY - IN -F ACT

Exhibit Index

(Pursuant to Item 601 of Regulation S-K)


Exhibit No.	Description	Method of Filing
4.1	Amended and Restated Certificate of Incorporation of The Bank of New York Mellon Corporation.	Incorporated by reference from Exhibit 2-A to Annex A to the joint proxy statement/prospectus contained in Amendment No. 2 to The Bank of New York Mellon Corporation’s Registration Statement on Form S-4/A (333-140863) filed April 17, 2007.

4.2	Bylaws of The Bank of New York Mellon Corporation	Incorporated by reference from Exhibit 2-B to Annex A to the joint proxy statement/prospectus contained in Amendment No. 2 to the Bank of New York Mellon Corporation’s Registration Statement on Form S-4/A (333-140863) filed April 17, 2007.

4.3	Form of The Bank of New York Mellon Corporation’s Deferred Compensation Plan for Directors, effective as of January 1, 2008.	Incorporated by reference to Exhibit 10.71 to registrant’s Annual Report on Form 10-K for the period ended December 31, 2007.

4.4	Form of The Bank of New York Mellon Corporation’s Deferred Compensation Plan for Employees.	Filed herewith.

4.5	Enrollment Materials pursuant to The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors, effective January 1, 2008. otherwise indicated therein. Deferred Compensation Plan for Directors, effective January 1, 2008, except as otherwise indicated therein	Filed herewith.

5.1	Opinion of Reed Smith LLP.	Filed herewith.

23.1	Consent of Reed Smith LLP (included in the opinion filed as Exhibit 5.1 to this registration statement).	Filed herewith.

23.2	Consent of KPMG LLP.	Filed herewith.

24.1	Power of Attorney.	Filed herewith.

Exhibit 4.4

THE BANK OF NEW YORK MELLON CORPORATION

DEFERRED COMPENSATION PLAN FOR EMPLOYEES

Effective April 1, 2008

THE BANK OF NEW YORK MELLON CORPORATION

DEFERRED COMPENSATION PLAN FOR EMPLOYEES

Effective

TABLE OF CONTENTS


SECTION NUMBER	TITLE	PAGE
	PREAMBLE

	ARTICLE I

	DEFINITIONS
1.1	Account	1
1.2	Beneficiary	1
1.3	Board	1
1.4	Change In Control	2
1.5	Chief Human Resources Officer	2
1.6	Committee	2
1.7	Company	2
1.8	Company Stock Fund	2
1.9	Deferral Commitment	2
1.10	Deferral Election	2
1.11	Disability	2
1.12	Effective Date	2
1.13	Elective Deferred Compensation	2
1.14	Employer	2
1.15	Enrollment Period	3
1.16	Internal Revenue Code	3
1.17	Key Employee	3
1.18	Participant	3
1.19	Plan	3
1.20	Plan Year	3
1.21	Retirement	3
1.22	Separation From Service	3
1.23	Standard Distribution Account	3
1.24	Subsidiary	3
1.25	Unforeseeable Emergency	3
1.26	Valuation Date	4
1.27	Variable Fund Options	4


	ARTICLE II

	ADMINISTRATION
2.1	Administrator	5
2.2	Powers and Duties	5
2.3	Procedures	6
2.4	Establishment of Rules	6
2.5	Limitation of Liability	6
2.6	Compensation and Insurance	6
2.7	Removals and Resignations	7
2.8	Claims Procedure	7

	ARTICLE III

	PARTICIPATION AND DEFERRAL COMMITMENTS
3.1	Eligibility and Participation	7
3.2	Duration of Deferral Commitment	7
3.3	Basic Forms of Deferral	7
3.4	Limitations on Deferrals	8
3.5	Termination of Deferral Commitments on Unforeseeable Emergency	8
3.6	Commencement of Deferral Commitment	8

	ARTICLE IV

	DEFERRED COMPENSATION ACCOUNTS
4.1	Accounts	8
4.2	Elective Deferred Compensation	9
4.3	Notional Earnings and Losses	9
4.4	Valuation of Accounts	9
4.5	Vesting of Accounts	9
4.6	Statement of Accounts	9
4.7	Company Stock Fund Option	10

	ARTICLE V

	PLAN BENEFITS
5.1	Standard Distribution Account Benefit	11
5.2	Form of Benefit Payment Upon Separation From Service	12
5.3	Survivor Benefits	13
5.4	Unforeseeable Emergency	14
5.5	Disability	14
5.6	Valuation and Settlement	14
5.7	Distributions From General Assets	15
5.8	Withholding and Payroll Taxes	15


5.10	Small Benefit	15
5.11	Protective Provisions	15
5.12	Notices and Elections	15

	ARTICLE VI

	DESIGNATION OF BENEFICIARY
6.1	Designation of Beneficiary	16
6.2	Failure to Designate Beneficiary	16

	ARTICLE VII

	FORFEITURES TO COMPANY
7.1	Distribution of Participant’s Interest When Company is Unable to Locate Distributees	16

	ARTICLE VIII

	MAINTENANCE OF ACCOUNTS
8.1	Books and Records	17

	ARTICLE IX

	AMENDMENT AND TERMINATION OF THE PLAN
9.1	Amendment	17
9.2	Company’s Right to Terminate	17

	ARTICLE X

	SPENDTHRIFT PROVISIONS
10.1	No Right to Alienation or Assignment	18

	ARTICLE X

	SPENDTHRIFT PROVISIONS
10.1	No Right to Alienation or Assignment	18

	ARTICLE XI

	MISCELLANEOUS
11.1	Right of Employers to Dismiss Employees; Obligations	18
11.2	Title to and Ownership of Assets Held for Accounts	18
11.3	Nature of Liability to Participants	18
11.4	Text of Plan to Control	18
11.5	Law Governing and Severability	18

iii


11.6	Name	19
11.7	Gender	19
11.8	Trust Fund	19
11.9	Ineligible Participant	19

THE BANK OF NEW YORK MELLON CORPORATION

DEFERRED COMPENSATION PLAN FOR EMPLOYEES

Effective April 1, 2008

PREAMBLE

The purpose of The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees (the “Plan”) is to provide opportunities for a select group of management or highly compensated employees of The Bank of New York Mellon Corporation (the “Company”) and its Subsidiaries to accumulate supplemental funds for retirement, special needs prior to retirement, or death. The Plan is effective as of April 1, 2008 for deferrals of cash compensation earned by eligible employees of the Company after March 31, 2008.

The Company hereby declares that its intention is to create an unfunded Plan primarily for the purpose of providing a select group of management or highly compensated employees of the Company and of its affiliated organizations with deferred compensation in accordance with their individual elections. It is the intention of the Company that the Plan be operated in compliance with the American Jobs Creation Act of 2004 (“AJCA”) and Section 409A of the Internal Revenue Code. It is also the intention of the Company that the Plan be an “employee pension benefit plan” as defined in Section 3(2) of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) and that the Plan be the type of plan described in Sections 201(2), 301(3) and 401(a) (1) of Title I of ERISA. The Corporate Benefits Committee (“Committee” or “CBC”) or a successor committee designated by the Board shall be the administrator responsible for fulfilling the duties and responsibilities imposed upon “administrators” of plans subject to Parts 1 and 5 of Title 1 of ERISA.

ARTICLE I

DEFINITIONS

When used herein, the following words shall have the following meanings unless the content clearly indicates otherwise:

1.1 Account . “Account” means the record-keeping device used by the Company to measure and determine the amounts to be paid to a Participant under the Plan. Separate Accounts will be established for each Participant and as may otherwise be required.

1.2 Beneficiary . “Beneficiary” means the person who under this Plan becomes entitled to receive a Participant’s interest in the event of his or her death.

1.3 Board . “Board” means the Board of Directors of the Company or any committee thereof acting within the scope of its authority.

1.4 Change in Control . “Change in Control” shall mean a change in ownership of the Company, a change in effective control of the Company or a change in effective control of a substantial portion of the Company’s assets consistent with the definition of change in control of a corporation set forth under Section 409A of the Internal Revenue Code and Regulation Sections 1.409A-3(i)(5)(v)—(vii) promulgated thereunder.

1.5 Chief Human Resources Officer . “Chief Human Resources Officer” means the Chief Human Resources Officer of the Company.

1.6 Committee . “Committee” means the Corporate Benefits Committee or a successor committee appointed to administer the Plan pursuant to Article II.

1.7 Company . “Company” means The Bank of New York Mellon Corporation, a Delaware corporation, and any successor in interest.

1.8 Company Stock Fund Option . “Company Stock Fund Option” shall mean an investment fund alternative permitting Participants to direct deferred compensation to purchase phantom stock units based on the Company’s Common Stock.

1.9 Deferral Commitment . “Deferral Commitment” means a commitment made by a Participant pursuant to Article III for which a Deferral Election has been submitted by the Participant to the Committee.

1.10 Deferral Election . “Deferral Election” means the written agreement to defer receipt of compensation submitted by a Participant to the Committee or its delegates prior to the commencement of the period in which the deferred compensation is to be earned.

1.11 Disability . “Disability” means where, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twenty-four (24) months, either (i) a Participant is unable to engage in any substantial gainful activity or (ii) a Participant is receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of his or her Employer, as determined by the Committee, in accordance with Section 409A(a)(2)(C) of the Internal Revenue Code and Regulation Section 1.409A-3(i)(4) promulgated thereunder, on the basis of written information supplied by the Participant.

1.12 Effective Date . “Effective Date” of this Plan means April 1, 2008.

1.13 Elective Deferred Compensation . “Elective Deferred Compensation” means the amount of compensation that a Participant elects to defer pursuant to a Deferral Commitment.

1.14 Employer . “Employer” means the Company or one of its Subsidiaries.

1.15 Enrollment Period . “Enrollment Period” means an annual fall or other enrollment period during which eligible employees may file new or amended Deferral Elections covering compensation to be earned in the following calendar year.

1.16 Internal Revenue Code . “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

1.17 Key Employee . “Key Employee” may include a Participant who is (i) an officer of the Company having an annual compensation greater than $135,000 (as adjusted under Internal Revenue Code Section 416(i)(1)(A)), (ii) a five percent (5%) owner of the Company, or (iii) a one percent (1%) owner of the Company having an annual compensation from the Company of more than $150,000. The determination of who is or may be a Key Employee shall be made at the discretion of the Chief Human Resources Officer, consistent with the requirements of a “Specified Employee” under Section 409A of the Internal Revenue Code and in accordance with Internal Revenue Code Section 416(i), disregarding Section 416(i)(5).

1.18 Participant . “Participant” means any eligible employee of the Company who is making (or has elected to make) deferrals, or who holds an Account, under the terms of the Plan.

1.19 Plan . “Plan” means “The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees” as set forth in this document and as the same may be amended, administered or interpreted from time to time.

1.20 Plan Year . “Plan Year” means each calendar year beginning on January 1 and ending on December 31; provided, however, that the first Plan Year shall be a partial calendar year beginning on April 1, 2008 and ending on December 31, 2008.

1.21 Retirement . “Retirement” means Separation from Service of a Participant, other than by reason of death, on or after the date on which the Participant has attained age fifty-five (55).

1.22 Separation from Service . “Separation from Service” shall have the meaning set forth in Treasury Regulation Section 1.409A-1(h) or any successor thereto.

1.23 Standard Distribution Account . “Standard Distribution Account” means an Account established pursuant to Section 5.1, which provides for distribution of a benefit during employment or following Retirement.

1.24 Subsidiary . “Subsidiary” means an entity controlled, directly or indirectly, by the Company.

1.25 Unforeseeable Emergency . An “Unforeseeable Emergency” is a severe financial hardship of the Participant or Beneficiary resulting from an illness or accident of the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s

or Beneficiary’s dependent (as defined in Section 152(a) of the Internal Revenue Code); loss of the Participant’s or Beneficiary’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant or Beneficiary, as determined by the Committee, in accordance with Section 409A(a)(2)(B)(ii) of the Internal Revenue Code and Regulation Section 1.409A-3(i)(3) promulgated thereunder, on the basis of written information supplied by the Participant.

1.26 Valuation Date . “Valuation Date” means the last day of each month, or such other dates as the Committee may determine in its discretion, which may be either more or less frequent, for the valuation of Participants’ Accounts.

1.27 Variable Fund Options . “Variable Fund Options” means the variable rate investment fund alternatives approved by the Committee and offered to Participants.

ARTICLE II

ADMINISTRATION

2.1 Administrator . Except as hereinafter provided, the Committee shall be responsible for the administrative responsibilities hereinafter described with respect to the Plan. Whenever any action is required or permitted to be taken in the administration of the Plan, the Committee shall take such action unless the Committee’s power is expressly limited herein or by operation of law. The Committee shall be the Plan “Administrator” (as such term is defined in Section 3(16)(A) of ERISA). The Committee may delegate its duties and responsibilities as it, in its sole discretion, deems necessary or appropriate to the execution of such duties and responsibilities. The Committee as a whole or any of its members may serve in more than one capacity with respect to the Plan.

2.2 Powers and Duties . The Committee, or its delegates, shall maintain and keep (or cause to be maintained and kept) such records as are necessary for the efficient operation of the Plan or as may be required by any applicable law, regulation, or ruling and shall provide for the preparation and filing of such forms, reports, information, and documents as may be required to be filed with any governmental agency or department and with the Plan’s Participants and/or other Beneficiaries.

Except to the extent expressly reserved to the Company, an Employer or the Board, the Committee shall have all powers necessary to carry out the administrative provisions of the Plan and to satisfy the requirements of any applicable law or laws. These powers shall include, by way of illustration and not limitation, the exclusive powers and discretionary authority necessary to:

(a) construe and interpret the Plan; decide all questions of eligibility; decide all questions of fact relating to claims for benefits; and determine the amount, time, manner, method, and mode of payment of any benefits hereunder;

(b) direct the Employer, and/or the trustee of any trust established at the discretion of the Company to provide for the payment of benefits under the Plan, concerning the amount, time, manner, method, and mode of payment of any benefits hereunder;

(c) prescribe procedures to be followed and forms to be used by Participants and/or other persons in filing applications or elections;

(d) prepare and distribute, in such manner as may be required by law or as the Committee deems appropriate, information explaining the Plan; provided, however, that no such explanation shall contravene the terms of this Plan or increase the rights of any Participant or Beneficiary or the liabilities of the Company or any Employer;

(e) require from the Employer and Participants such information as shall be necessary for the proper administration of the Plan;

(f) appoint and retain individuals to assist in the administration and construction of the Plan, including such legal, clerical, accounting, and actuarial services as it may require or as may be required by any applicable law or laws;

(g) approve the variable rate investment fund alternatives that will be offered as the Variable Fund Options;

(h) approve any special elections and/or payouts permitted under AJCA and Section 409A of the Internal Revenue Code; and

(i) perform all functions otherwise imposed upon a plan administrator by ERISA which are not expressly reserved to the Company, an Employer, or the Board, including, but not limited to, those supplemental duties and responsibilities described in the “Corporate Benefits Committee Charter and Summary of Operations” approved on September 17, 1991 (the “CBC Charter”) or operative charter or other document defining the duties of any successor committee to the Corporate Benefits Committee.

Without intending to limit the generality of the foregoing, the Committee shall have the power to amend the Plan, in whole or in part, in order to comply with applicable law; provided, however, that no such amendment may increase the duties and obligations of any Employer without the consent of the affected Employer(s). Except as provided in the preceding sentence or unless directed by the Human Resources and Compensation Committee of the Board or otherwise required by law, the Committee shall have no power to adopt, amend, or terminate the Plan, said powers being exclusively reserved to the Compensation and Human Resources and Compensation Committee of the Board.

2.3 Procedures . The Committee shall be organized and conduct its business with respect to the Plan in accordance with the organizational and procedural rules set forth in the CBC Charter or operative charter or other document defining the duties of any successor committee to the Corporate Benefits Committee.

Notwithstanding the foregoing, if any member of the Committee shall be a Participant hereunder, then in any matters affecting any member of the Committee in his or her individual capacity as a Participant hereunder, separate and apart from his or her status as a member of the group of Participants, such interested member shall have no authority to vote in the determination of such matters as a member of the Committee, but the Committee shall determine such matter as if said interested member were not a member of the Committee; provided, however, that this shall not be deemed to take from said interested member any of his or her rights hereunder as a Participant. If the remaining members of the Committee should be unable to agree on any matter so affecting an interested member because of an equal division of voting, the Human Resources and Compensation Committee of the Board shall appoint a temporary member of the Committee in order to create an odd number of voting members.

2.4 Establishment of Rules . The Committee shall have specific authority in its sole discretion to construe and interpret the terms of the Plan related to its powers and duties, and to the extent that the terms of the Plan are incomplete, the Committee shall have authority to establish such rules or regulations related to its powers and duties as it may deem necessary and proper to carry out the intent of the Company as to the purposes of the Plan.

2.5 Limitation of Liability . The Board, the members of the Committee, and any officer, employee, or agent of the Company or any Employer shall not incur any liability individually or on behalf of any other individuals or on behalf of the Company or any Employer for any act, or failure to act, made in good faith in relation to the Plan. No bond or other security shall be required of any such individual solely on account of any such individual’s power to direct the Employer to make the payments required hereunder.

2.6 Compensation and Insurance . Members of the Committee shall serve without compensation for their services as such. Expenses incurred by members of the Committee in the performance of their duties as herein provided, and the compensation and expenses of persons retained or employed by the Committee for services rendered in connection with the Plan shall, upon approval by the Committee, be paid or reimbursed by the Company.

The Company shall indemnify and/or maintain and keep in force insurance in such form and amount as may be necessary in order to protect the members of the Committee, their delegates and appointees (other than persons who are independent of the Company and are rendering services to the Committee or to or with respect to the Plan) from any claim, loss, damage, liability, and expense (including costs and attorneys’ fees) arising from their acts or failures to act with respect to the Plan, except where such actions or failures to act involve willful misconduct or gross negligence.

2.7 Removals and Resignations . Any member of the Committee may resign and the Company may remove any member of the Committee in accordance with the procedures established by the CBC Charter or operative charter or other document defining the duties of any successor committee to the Corporate Benefits Committee. The Committee shall remain fully operative pending the filling of any vacancies, the remaining Committee members having full authority to administer the Plan.

2.8 Claims Procedure . The right of any Participant or Beneficiary to receive a benefit hereunder and the amount of such benefit shall be determined in accordance with the procedures for determination of benefit claims established and maintained by the Committee in compliance with the requirements of Section 503 of ERISA; which separate procedures, entitled Procedures for Determination of Benefit Claims, are incorporated herein by this reference.

ARTICLE III

PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility and Participation .

(a) Eligibility . Eligibility to make a Deferral Commitment shall be limited to employees of the Company or its Subsidiaries as determined by the Human Resources and Compensation Committee of the Board, from time to time.

(b) Participation . Except as otherwise provided herein, an eligible individual may elect to participate in the Plan by submitting a Deferral Election to the Committee or its delegates during the Enrollment Period preceding the commencement of the period in which the deferred compensation is to be earned.

3.2 Duration of Deferral Commitment .

(a) A Deferral Commitment shall be effective for compensation to be earned during the next Plan Year following the date it is filed and shall terminate at the end of such Plan Year, unless otherwise provided by the Committee or its delegates. A Deferral Election shall not apply to any deferrals that represent amounts earned prior to the beginning of the Plan Year to which it applies.

(b) A Participant’s Deferral Commitments shall terminate upon the Participant’s Separation from Service and as provided in Section 5.4 in the case of an Unforeseeable Emergency.

3.3 Basic Forms of Deferral . An eligible employee may file a Deferral Election to defer any or all of the following forms of compensation:

(a) Cash Bonus Deferrals . A Participant may elect to defer cash bonus/incentive amounts to be paid by the Employer pursuant to an annual plan. The amount to be deferred shall be stated as a whole number percentage or dollar amount of such cash bonus.

(b) Long-Term Cash Incentive . A Participant may elect to defer up to one hundred percent (100%) of cash bonus amounts to be paid by the Employer with respect to eligible long-term incentive awards.

(c) Special Deferrals . A Participant may elect any special Deferral Commitment that is authorized by the Chief Human Resources Officer in his or her discretion.

3.4 Limitations on Deferrals . The following limitations on deferrals shall apply:

(a) Minimum Deferrals . The minimum deferral amount that may be elected is two thousand dollars ($2,000.00) for any Plan Year.

(b) Maximum Deferrals . A Participant may not defer more than Two Million Dollars ($2,000,000.00) for any one Plan Year.

(c) Waiver; Committee Discretion . The Committee may further limit the minimum or maximum amount deferred by any Participant or group of Participants, or waive the foregoing minimum and maximum limits for any Participant or group of Participants, for any reason.

3.5 Termination of Deferral Commitments on Unforeseeable Emergency . Upon a finding that the Participant has suffered an Unforeseeable Emergency, all previously elected Deferral Commitments of the Participant shall terminate.

3.6 Commencement of Deferral Commitment . A Deferral Commitment shall be deemed to commence as of the first day of the Plan Year (or other period permitted under Section 3.3(c) of this Plan) covered by the Deferral Election for such Deferral Commitment. A Participant’s Beneficiary will be entitled to receive pre-retirement survivor benefits pursuant to Section 5.3(a) with respect to the Deferral Commitment only in the event of the Participant’s death while in employment with an Employer on or after such date.

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts . For record-keeping purposes only, Standard Distribution Accounts shall be maintained as applicable for each Participant’s Elective Deferred Compensation. Accounts shall be deemed to be credited with notional gains or losses as provided in Section 4.3 from the date of deferral through the Valuation Date.

4.2 Elective Deferred Compensation . A Participant’s Elective Deferred Compensation shall be credited to the Participant’s Account(s) as of the date when the corresponding non-deferred portion of the compensation is paid or would have been paid but for the Deferral Commitment. Any withholding of taxes or other amounts with respect to deferred compensation that is required by Federal, state or local law shall be withheld from the Participant’s non-deferred compensation to the maximum extent possible with any excess being withheld from the Participant’s Deferral Commitment or Account(s).

4.3 Notional Earnings and Losses . Accounts shall be credited with notional earnings and losses as of each Valuation Date from the dates when deferred amounts are credited to Accounts based on the balance of each Account. Earnings and losses credited to each Account shall be based on the Participant’s choices among the Variable Fund Options and the Company Stock Fund Option, subject to the terms of this Section.

(a) Earnings or Losses During Participant’s Lifetime . During a Participant’s lifetime, all compensation deferred by the Participant will be credited as elected by the Participant with earnings or losses that may accrue based on the performance of (i) the Variable Fund Options or (ii) the Company Stock Fund Option.

(b) Earnings or Losses After Participant’s Death . Following a Participant’s death, all compensation deferred by the Participant will be credited as elected by the Participant’s Beneficiary with earnings or losses that may accrue based on the performance of (i) the Variable Fund Options or (ii) the Company Stock Fund Option.

(c) Changes to Investment Elections . Except as otherwise approved by the Committee, Participants and Beneficiaries may elect quarterly to reallocate previously accrued notional funds among the Variable Fund Options. Participants shall not be permitted to reallocate previously accrued amounts between the Company Stock Fund Option and any of the Variable Fund Options.

4.4 Valuation of Accounts . A Participant’s Account as of each Valuation Date shall consist of the balance of the Participant’s Account as of the immediately preceding Valuation Date, increased by the Participant’s Elective Deferred Compensation and earnings credited to such Account and reduced by losses sustained by any Variable Fund Options or the Company Stock Fund Option as selected by the Participant or by distributions made from such Account since the immediately preceding Valuation Date.

4.5 Vesting of Accounts . Each Participant shall be one hundred percent (100%) vested at all times in the amounts credited to such Participant’s Accounts.

4.6 Statement of Accounts . The Company shall submit to each Participant periodic statements setting forth the balance to the credit of the Accounts maintained for the Participant.

4.7 Company Stock Fund Option . Participants shall be permitted to defer bonus/incentive compensation into the Company Stock Fund Option. Participant deferrals into the Company Stock Fund Option shall be treated as if Elective Deferred Compensation were invested in the Company’s Common Stock on the dates of such deferrals as determined under Section 4.2. Deferrals shall be credited to Participant Accounts as phantom stock units representing whole and partial shares of the Company’s Common Stock. The following rules shall apply to such phantom stock units:

(a) Phantom stock units shall be valued at the closing price of a share of the Company’s Common Stock in the New York Stock Exchange Composite Transactions on the date of such deferral and each other relevant Valuation Date, or, if no sale shall have been made on such exchange on that date, the closing price in the New York Stock Exchange Composite Transactions on the last preceding day on which there was a sale (“Fair Market Value”).

(b) Dividend equivalents shall be accrued on phantom stock units, when and if declared and paid on the Company’s Common Stock, and credited to additional phantom stock units as if such amounts were reinvested in the Company’s Common Stock under the Company’s Direct Stock Purchase and Dividend Reinvestment Plan.

(c) Participants shall not be permitted to reallocate previously accrued amounts between the Company Stock Fund Option and any of the Variable Fund Options.

(d) Participants in the Company Stock Fund Option shall not be considered to be shareholders of the Company and shall be entitled only to those voting rights, if any, as may be approved by the Company with respect to shares of the Company’s Common Stock that may be held in a trust established by the Company on behalf of Plan Participants.

(e) Plan benefits paid under Article V from phantom stock units accrued under the Company Stock Fund Option shall be settled only in shares of the Company’s Common Stock, which will be credited to a book-entry account in the Participant’s name.

(f) A Participant shall be advised as to the amount of any Federal, state, local or foreign income tax required to be withheld by the Company on the compensation income resulting from the payout of shares of the Company’s Common Stock. Participant shall pay any taxes required to be withheld directly to the Company in cash upon request; provided, however, that a Participant may satisfy such obligation in whole or in part by requesting the Company in writing to withhold from the shares otherwise deliverable that number of shares having a Fair Market Value on the date on which such tax is calculated equal to the amount of the aggregate minimum statutory withholding tax obligation to be so satisfied. No shares of Common Stock shall be delivered to a Participant unless and until Participant shall have satisfied any obligation for withholding taxes with respect thereto as provided herein.

ARTICLE V

PLAN BENEFITS

5.1 Standard Distribution Account Benefit .

(a) Election of Benefit . A Participant may file a Deferral Election to defer compensation into up to five (5) Standard Distribution Accounts and receive benefits from each such Account following Separation from Service upon Retirement or while employed by an Employer. A Participant shall elect one benefit payment option for each elected Standard Distribution Account specifying a date of commencement and duration of payments for each Account. A Participant shall direct that each of his or her elected Standard Distribution Accounts be invested in any one or more of the Variable Fund Options and/or the Company Stock Fund. A Participant’s election of payment options shall be irrevocable, except as follows:

(i) A Participant shall be permitted to file one new payment election per year for each elected Standard Distribution Account, which will supersede his or her original payment option for that Account. Such change elections must be filed more than twelve (12) months prior to the previously elected commencement date and may not take effect for twelve (12) months. Change elections may not accelerate a payment commencement date and must delay payment for at least five (5) years from the previously elected payment commencement date. No change elections will be allowed if the previously elected commencement date is age sixty-five (65) or older or in the case of the election of a lump sum payment upon the occurrence of a Change in Control. In the event that a Participant accelerates the commencement date of his or her benefit, thereby causing a previously filed payment election to have been made within twelve (12) months of such commencement date, the next preceding timely payment election filed by the Participant shall be followed. If it is found that a Participant’s payment election does not comply with AJCA and Section 409A of the Internal Revenue Code, benefits will be paid in accordance with the most recent valid election filed by the Participant.

(ii) A Participant who has elected payments in installments may request in writing a payment in a lump sum, at any time after Retirement, of the amount of his or her Account balance which is reasonably necessary to meet the Participant’s requirements due to an Unforeseeable Emergency.

(iii) A Participant may file without penalty any new payment election permitted by Section 409A of the Internal Revenue Code and approved by the Committee.

(b) Forms of Benefit Payment . The available forms of payment from a Standard Distribution Account are as follows:

(i) One lump sum payment.

(ii) Annual installments in approximately equal payments of principal and earnings, if any, over a payment period of two (2) to fifteen (15) years, as elected by the Participant. The payment of the annual installments shall begin January 1 of a specified year and the amount shall be recalculated effective as of January 1 of each year based on the remaining Account balance and the remaining number of installment payments.

(c) Commencement of Benefit Payment . Except as provided below for Key Employees, the available commencement dates for payment of benefits from a Participant’s Standard Distribution Account are as follows:

(i) Upon retirement in a lump sum payment only.

(ii) January 1 of a specified year while employed; provided, however, that no payment may commence earlier than the completion of one Plan Year following the start of deferrals into such Account nor later than the January of the year in which the Participant attains age seventy (70).

(iii) January 1 of a specified year following Retirement; provided, however, that no payment may commence later than the fifth year following the Participant’s Retirement or the year in which the Participant attains age seventy (70).

(iv) Upon the occurrence of a Change in Control in a lump sum payment only.

(v) Payments to Key Employees may commence as stated above, except that any payment shall be delayed until the first day following the six-month anniversary of such Participant’s Separation from Service.

(d) Default Retirement Benefit . If a Participant does not elect a benefit payment option for his or her Standard Distribution Account, Plan benefits from such Account will be paid in a lump sum within sixty (60) days of the end of the month following Separation from Service.

5.2 Form of Benefit Payment Upon Separation from Service . Benefits payable upon a Participant’s Separation from Service, for reasons other than Disability or death, before

eligibility for Retirement shall be paid in a lump sum within sixty (60) days of the end of the month following Separation from Service; provided, however, that payments to Key Employees shall be delayed until the first day following the six-month anniversary of such Participant’s Separation from Service.

5.3 Survivor Benefits .

(a) Pre-Retirement Survivor Benefits . If a Participant dies while in employment with an Employer (or while suffering from a Disability prior to attaining age fifty-five (55)) prior to complete distribution of his or her Account balances, the Employer will pay the balance remaining in such Accounts to the Participant’s Beneficiary. Such payment will be made as a lump sum or as an annual benefit payable over a payment period of two (2) to fifteen (15) years, as elected by the Participant on a form prescribed by the Committee for designation of form of payment of survivor benefits. The Participant may change such election at any time by filing a new election form for designation of survivor benefits, provided however, that survivor benefit election changes will not take effect for twelve (12) months and, provided further, that if death occurs within twelve (12) months following an election change, the most recent valid election on file will apply. Amounts credited to the Company Stock Fund Option for a Participant shall be included in the calculation of the amount payable, but such amounts shall be distributed in shares of the Company’s Common Stock and credited against the obligations under this section in a manner to be approved by the Committee.

If a Participant dies while in employment with an Employer after complete distribution of his or her Account balances, no survivor benefit will be payable to the Participant’s Beneficiary under the Plan.

(b) Post-Retirement Survivor Benefits . If a Participant dies after Retirement but before commencement of payment of benefits with respect to his or her Standard Distribution Account balances, the Employer will pay to the Participant’s Beneficiary the installments of any such benefit that such Participant’s Beneficiary would have received with respect to such Standard Distribution Account balances had the Participant commenced to receive retirement benefits on the day prior to such Participant’s death. Payments will commence upon the Participant’s death irrespective of when retirement benefits would have commenced if the Participant had survived. Such payments shall be made in accordance with the method of payment that the Participant had elected for payment of benefits for his or her Standard Distribution Accounts.

If a Participant dies after the commencement of payment of benefits with respect to his or her Standard Distribution Accounts, the Employer will pay to the Participant’s Beneficiary the remaining installments of any such benefit that would have been paid to the Participant had the Participant survived.

(c) Valuation Date . The amount payable with respect to each of the Participant’s Standard Distribution Accounts shall be determined by crediting such Accounts through the date of the Participant’s death with all the Participant’s deferrals and all earnings or losses based on the performance of the Variable Fund Options or the Company Stock Fund Option as elected by the Participant for each of such Accounts. After the Participant’s death, the Accounts will be increased or reduced as provided in Section 4.3(b).

(d) Death of Survivor . Upon the death of a Participant’s Beneficiary, the amount of any survivor benefit remaining payable to such Beneficiary will be paid in a lump sum to the Beneficiary’s estate or personal representative. The lump sum amount will be determined by taking the present value of the remaining payments using such discount rate as the Committee may determine.

5.4 Unforeseeable Emergency . Upon finding that a Participant or Beneficiary has suffered an Unforeseeable Emergency, the Committee will make distributions from an Account prior to the time specified for payment of benefits under the Plan. The amount of such distributions will be limited to the amount reasonably necessary to meet the Participant’s or Beneficiary’s requirements during the Unforeseeable Emergency. Applications for Unforeseeable Emergency distributions and determinations thereon by the Committee shall be in writing, and a Participant or Beneficiary may be required to furnish written proof of the Unforeseeable Emergency.

Following a complete distribution of an entire Account balance necessary to meet Participant’s Unforeseeable Emergency, a Participant and his or her Beneficiary will be entitled to no further benefits under the Plan with respect to that Account. Amounts paid to a Participant pursuant to this Section 5.4 shall be treated as distributions from the Participant’s Account. Any Participant who receives an Unforeseeable Emergency distribution of any part of an Account balance shall not be allowed to make any deferrals under the Plan during the remainder of the Plan Year in which he receives such distribution or during the next Plan Year.

5.5 Disability . If a Participant suffers a Disability, the Participant’s Deferral Commitments will cease except as to any compensation which has been earned prior to the Committee’s determination of Disability but is payable thereafter. The Participant’s Accounts will be distributed in accordance with the method of payment that the Participant has elected for payment of benefits upon Separation from Service at Retirement.

5.6 Valuation and Settlement . The date on which a lump sum is paid or the date on which installment payments commence shall be the “Settlement Date.” The Settlement Date for an Account shall be no more than sixty (60) days after the end of the month in which the Participant or his or her Beneficiary becomes entitled to payments under the Plan, unless the Participant elects to defer commencement of payments to a later date in the election form for designation of form of payment for the Account. The Settlement Date for a Standard Distribution Account payable during employment or delayed payments shall be

the date that the Participant elects for commencement of such payments in the Deferral Election designating the form of payment for the Account. The amount of a lump sum payment and the initial amount of installment payments shall be based on the value of the Participant’s Account as of the Valuation Date at the end of the immediately preceding month before the Settlement Date. For example, the Valuation Date at the end of December shall be used to determine lump sum payments and the initial amount of installment payments which will be made in the following January.

5.7 Distributions from General Assets . The Employer shall make any or all distributions pursuant to this Plan in cash out of its general assets, except that all distributions from the Company Stock Fund Option shall be settled only in shares of the Company’s Common Stock credited to a book-entry account in the Participant’s name.

5.8 Withholding and Payroll Taxes . The Employer shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law.

5.9 Payment to Guardian . If a benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his or her property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapacitated person. The Committee may require proof of minority, incompetency, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Committee from all liability with respect to such benefit.

5.10 Small Benefit . Notwithstanding any election made by the Participant, the Committee, in its sole discretion, may direct payment of any benefit in the form of a lump sum payment to the Participant or any Beneficiary, if the lump sum amount of the Account balance which is payable to the Participant or Beneficiary when payments to such Participant or Beneficiary would otherwise commence is less than the limit on elective deferrals under Section 402(g) of the Internal Revenue Code.

5.11 Protective Provisions . Each Participant shall cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Company may deem necessary and taking such other relevant action as may be requested by the Company. If a Participant refuses to cooperate or makes any material misstatement of information or nondisclosure of medical history, then no benefits will be payable hereunder with respect to such Participant or his or her Beneficiary, provided that, in the Company’s sole discretion, benefits may be payable in an amount reduced to compensate the Company for any loss, cost, damage or expense suffered or incurred by the Company as a result in any way of any such action, misstatement or nondisclosure.

5.12 Notices and Elections . Any notice or election required or permitted to be given to the Company or the Committee under the Plan shall be sufficient only if it is in writing on a form prescribed or accepted by the Committee and hand delivered, or sent by

registered or certified mail return receipt requested, to the principal office of the Company, directed to the attention of the Human Resources Department of the Company. Such notice or election shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

ARTICLE VI

DESIGNATION OF BENEFICIARY

6.1 Designation of Beneficiary . Each Participant shall have the right to designate a Beneficiary or Beneficiaries to receive his or her interest in each of his or her Accounts upon his or her death. Such designation shall be made on a form prescribed by and delivered to the Company. The Participant shall have the right to change or revoke any such designation from time to time by filing a new designation or notice of revocation with the Company, and no notice to any Beneficiary or consent by any Beneficiary shall be required to effect any such change or revocation.

6.2 Failure to Designate Beneficiary . If a Participant shall fail to designate a Beneficiary before his or her demise, or if no designated Beneficiary survives the Participant, the Committee shall direct the Company to pay the balance in each of his or her Accounts in a lump sum to the executor or administrator for his or her estate; provided, however, if no executor or administrator shall have been appointed, and actual notice of said death was given to the Committee within sixty (60) days after his or her death, and if his or her Account balances do not exceed ten thousand dollars ($10,000), the Committee may direct the Company to pay his or her Account balances to such person or persons as the Committee determines, and the Committee may require such proof of right and/or identity of such person or persons as the Committee may deem appropriate or necessary.

ARTICLE VII

FORFEITURES TO COMPANY

7.1 Distribution of Participant’s Interest When Company is Unable to Locate Distributees . In case the Company is unable within three (3) years after payment is due to a Participant, or within three (3) years after payment is due to the Beneficiary or estate of a deceased Participant, to make such payment to him or her or his or her Beneficiary, executor or administrator because it cannot ascertain his or her whereabouts or the identity or whereabouts of his or her Beneficiary, executor or administrator by mailing to the last known address shown on the Employer’s or the Company’s records, and neither he, his or her Beneficiary, nor his or her executor or administrator had made written claim therefore before the expiration of the aforesaid time limit, then in such case, the amount due shall be forfeited to the Company.

ARTICLE VIII

MAINTENANCE OF ACCOUNTS

8.1 Books and Records . The Company shall keep, or cause to be kept, all such books of account, records and other data as may be necessary or advisable in its judgment for the administration of this Plan, and properly to reflect the affairs thereof, and to determine the nature and amount of the interests of the respective Participants in each Account.

The Company is not required to physically segregate any assets with respect to the Accounts under this Plan from any other assets of the Company and may commingle any such assets with any other moneys, securities and properties of any kind of the Company. Separate accounts or records for the respective Participants’ interests shall be maintained for operational and accounting purposes, but no such account or record shall be considered as creating a lien of any nature whatsoever on or as segregating any of the assets with respect to the Accounts under this Plan from any other funds or property of the Company.

ARTICLE IX

AMENDMENT AND TERMINATION OF THE PLAN

9.1 Amendment . The Human Resources and Compensation Committee of the Board may at any time amend the Plan in whole or in part, provided, however, that no amendment shall be effective to decrease or restrict the amount accrued (including earnings at the appropriate interest rate) in any Account to the date of such amendment. Notwithstanding anything in the preceding sentence to the contrary, the Committee shall have the power to amend the Plan to the extent authorized by Section 2.2.

9.2 Company’s Right to Terminate . The Human Resources and Compensation Committee of the Board may partially or completely terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan or potential payments thereunder would not be in the best interests of the Company.

(a) Partial Termination . The Human Resources and Compensation Committee of the Board may partially terminate the Plan by instructing the Committee not to accept any additional or ongoing Deferral Commitments. In the event of such partial termination, the Plan shall continue to operate on the same terms and conditions and, unless the Human Resources and Compensation Committee of the Board instructs the Committee not to accept ongoing Deferral Commitments, shall be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination.

(b) Complete Termination . The Human Resources and Compensation Committee of the Board may completely terminate the Plan, and if elected, the Company may provide for payouts to Participants in connection with such termination, provided such payouts are consistent with Section 409A of the Internal Revenue Code.

ARTICLE X

SPENDTHRIFT PROVISIONS

10.1 No Right to Alienation or Assignment . The Employer shall, except as otherwise provided hereunder, pay all amounts payable hereunder only to the person or persons entitled thereto hereunder, and all such payments shall be made directly into the hands of each such person or persons and not into the hands of any other person or corporation whatsoever, so that said payments may not be liable for the debts, contracts or engagements of any such designated person or persons, or taken in execution by attachment or garnishment or by any other legal or equitable proceedings, nor shall any such designated person or persons have any right to alienate, arbitrate, execute, pledge, encumber, or assign any such payments or the benefits or proceeds thereof. If the person entitled to receive payment be a minor, or a person of unsound mind, whether or not adjudicated incompetent, the Employer, upon direction of the Committee, may make such payments to such person or persons, corporation or corporations as may be, or be acting as, parent or legal or natural guardian of such minor or person of unsound mind. The signed receipt of such person or corporation shall be a full and complete discharge to the Employer for any such payments. Notwithstanding the foregoing, the Committee may assign and/or accelerate the payment of a Participant’s vested account balances to an individual other than the Participant as may be necessary to comply with a “qualified domestic relations order” as defined by and under the terms provided in Code Section 414(p), Code Section 409A and other applicable authorities.

ARTICLE XI

MISCELLANEOUS

11.1 Right of Employers to Dismiss Employees; Obligations . Neither the action of the Company and the Employers in establishing this Plan, nor any provisions of this Plan, shall be construed as giving any employee the right to be retained in his or her Employer’s employ, or any right to any payment whatsoever except to the extent of the benefits provided for by this Plan. The Employers expressly reserve their right at any time to dismiss any employee without any liability for any claim against the Employers, or any of them, for any payment whatsoever except to the extent provided for in this Plan. The Employers, or any of them, have no obligation to create any other or subsequent deferred compensation plan for any employees.

11.2 Title to and Ownership of Assets Held for Accounts . Title to and ownership of all assets held for any Accounts shall be vested in the Employer and shall constitute general assets of the Employer.

11.3 Nature of Liability to Participants . Any and all payments required to be made by the Employer to Participants in the Plan shall be general and unsecured liabilities of the Employer.

11.4 Text of Plan to Control . The headings of the Articles and Sections are included solely for convenience of reference, and if there be any conflict between such headings

and the text of this Plan, the text shall control. This Plan document sets forth the complete terms of the Plan. In the event of any discrepancies or conflicts between this Plan document and any summary or other information regarding the Plan, the terms of this Plan document shall apply and control.

11.5 Law Governing and Severability . This Plan shall be construed, regulated and administered under the laws of the State of New York. If any provisions of this Plan shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining provisions of this Plan, and this Plan shall be deemed to be modified to the least extent possible to make it valid and enforceable in its entirety.

11.6 Name . This Plan may be referred to as “The Bank of New York Mellon Corporation Deferred Compensation Plan.”

11.7 Gender . The masculine gender shall include the feminine, and the singular shall include the plural, except when the context expressly dictates otherwise.

11.8 Trust Fund . The Employer shall be responsible for the payment of all benefits provided under the Plan. At its discretion, the Company may establish one or more trusts, with such trustees as the Board or the Committee may approve, for the purpose of providing for the payment of such benefits. Such trust or trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Employer shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Employer.

11.9 Ineligible Participant . Notwithstanding any other provisions of this Plan to the contrary, if any Participant is determined not to be a “management or highly compensated employee” within the meaning of ERISA or Regulations thereunder, such Participant will not be eligible for this Plan.

IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be executed this day of , 2008.


ATTEST:	THE BANK OF NEW YORK MELLON CORPORATION

	By:
Secretary		Lisa B. Peters
		Chief Human Resources Officer
		The Bank of New York Mellon Corporation

Exhibit 4.5

LOGO

The Bank of New York Mellon Corporation

Deferred Compensation Plan

for Directors

2008

Important Notice

The information in this brochure reflects provisions that are in compliance with the American Jobs Creation Act of 2004 (AJCA) to the best of The Bank of New York Mellon Corporation’s understanding as of the date of this brochure. Although AJCA is final, several aspects of how the law will apply to the Plan are not clear. Final regulations were released in April 2007; however, there are some areas for which additional direction is still needed, and it is expected that further guidance will continue to be issued for some time. You will be notified when and how any changes affect your participation in The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors.

T ABLE OF C ONTENTS


2		Plan Advantages

3		The Plan

4		Key Features

5		Eligibility and Participation

6		Plan Deferrals

8		Taxation of Plan Deferrals

9		Account Earnings

15		Payment Elections

17		Benefit Distributions

18		Survivor Benefits

19		General Information

21		Taxation Questions and Answers

24		Contact Information


		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

Building Wealth

If you had the financial resources, would you...

•

Give to your favorite charity?

•

Build the ultimate vacation home?

What if you could…

•

Accumulate wealth by deferring compensation today that you would otherwise pay in taxes?

•

Accumulate earnings on your deferred compensation without paying taxes until you receive payments?

And what if you could also…

•

Access your account for planned expenses like a new car or a vacation home?

•

Delay your payments until after you retire?

Prosperity begins with a Plan!

•

You are one of a very special group selected to take advantage of a unique opportunity.

•

Let us show how you can build long-term wealth and a more secure future.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		1

P LAN A DVANTAGES

Advantages of the Deferral Plan

The story of Bill and Susan

Two directors, Bill and Susan, are both 50 years old. They receive the same amount of compensation for their Board services. Bill invests his after-tax income; Susan uses her deferral plan to accumulate wealth. As you will see, Susan pays less income tax and saves $15,200 more than Bill.


	Bill		Susan
Gross Compensation	$	40,000	$	40,000
Amount saved in deferral plan		0		40,000
Taxable income		40,000		0
Income taxes at 38%		15,200		0
After-tax compensation		24,800		0
Amount invested outside Deferral Plan		24,800		0
Result:

Amount invested/saved	$	24,800	$	40,000

Susan’s savings compound tax-deferred earnings in the deferral plan. If Bill and Susan save for 5 years, allow their savings to grow until they leave the Board at age 70 and receive their savings over 15 years, the advantage of the deferral plan will be even more significant.

The chart below compares Bill and Susan’s total after-tax savings plus earnings.

LOGO

Assumptions:

•

6% pretax earnings rate

•

38% income tax rate

•

Susan’s Deferral Plan benefit payments are taxed as ordinary income

•

Bill’s outside investment:

•

15% capital gains rate

•

70% stock, 75% turnover

•

30% bonds, 100% turnover

LOGO

Susan’s after-tax wealth exceeds Bill’s by 54%.

This chart illustrates the impact of income tax deferral on after-tax results by assuming, hypothetically, that each alternative generates the same pretax rate of return. The hypothetical pretax rate is neither a representation of past performance nor a prediction of future results. The deferral plan balances consist of amounts contractually payable to the Director by the Corporation in the future, and not actual investments, while the Director owns the outside investment.

Conclusion

Deferring compensation can greatly enhance your retirement income, supplementing your qualified retirement programs, Social Security and other savings.


2		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

T HE P LAN

How does the The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors (“the Plan”) work?

•

The amounts you elect to defer are credited to recordkeeping account(s) in your name.

•

Your account(s) are credited with tax-deferred earnings (or losses).

•

You determine when and how your benefits are paid within the terms of The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors (the “Plan”).

•

Payments from your accounts are subject to income tax when you receive them.

•

Your benefit payment may not be rolled over into a qualified retirement plan like an IRA.

•

The Bank of New York Mellon Corporation cannot secure your benefits against all risks without creating current taxation to you. Therefore, your benefits are at risk in such situations as the Corporation’s becoming insolvent or bankrupt.

Things to Consider

•

What are the advantages of the Plan?

•

What are my short-term and long-term financial goals?

•

How do my account(s) accumulate earnings?

•

When will I need the money?

•

Will I need to access my account(s) before I leave the Board?

•

What are the risks of participating?

Putting the Plan Into Action...

•

Read this Plan brochure carefully. It will answer most of your questions. We suggest that you contact your personal financial advisor to see how participating in the Plan will affect your financial goals.

•

Enroll by completing and returning the forms provided in your enrollment packet.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		3

K EY F EATURES

LOGO

Enrollment Period

Each year, during the annual enrollment period, you will be given the opportunity to elect to defer your Board retainer, Board meeting fees, Board committee meeting fees (including pre-meeting fees), and other Board fees for the following Plan Year if eligible; or to make changes to your current elections.

Deferrals

You may defer:

•

Board Retainer

•

Board Meeting Fees

•

Board Committee Meeting Fees (including pre-meeting fees)

•

Other Board Fees

Earnings

You may choose from Variable Fund Options and BNY Mellon phantom stock for determining the tax-deferred rates of return to be credited to your deferrals.

Benefits

You may elect to begin receiving your benefits in a specific year while you are serving on the Board or when you retire. You may also elect to delay commencement up to 5 Januaries after your retirement. Benefits may be paid in a lump sum or in annual installments over 2 to 15 years.


4		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

E LIGIBILITY AND P ARTICIPATION

You have an opportunity to participate in the first year of this new Plan by deferring compensation from your Board retainer or other Director’s fees. You must complete and return your forms to Buck Consultants no later than December 28, 2007.

Eligibility

You are eligible to participate in the Plan if:

•

You are a Director,

•

You are not serving as a salaried employee of The Bank of New York Mellon Corporation or one of its subsidiaries, and

•

You are not participating in another elective nonqualified deferred compensation plan of The Bank of New York Mellon Corporation or one of its subsidiaries.

Participation

Participation in the Plan is voluntary. To participate, complete and return the following enrollment forms to Buck Consultants.

1.	2008 Deferral & Payment Election Form

You must complete, sign and return if you wish to defer compensation earned in 2008. (If your form is not received by Friday, December 28, 2007, you will not be allowed to defer Board retainer and Board fees earned in 2008. Your next chance to elect to defer would be for Board retainer and Board fees earned in 2009 or later if eligible.)

Open between one and five accounts, as you choose, based on your financial planning objectives, by apportioning your deferrals among the account(s) you open.

Decide when and how you would like to receive the balance of each account you are opening now. Decide carefully, because any change to a distribution election made after December 31, 2008, will be subject to restrictions required by law, including a 5-year delay in commencement of payment. See Changing Your Payment Elections on page 16 for more information.

2.	Account Allocation Form

Make separate allocation(s) for account(s) you open, choosing from these tax-deferred earnings options for each account: Variable Fund Options and/or BNY Mellon phantom stock.

3.	Beneficiary Designation

Designate a beneficiary(ies) to receive any remaining Plan balance upon your death.

Submit all hard copy forms to:

Buck Consultants

Attn: Susan Schuler

500 Grant Street

Suite 2900

Pittsburgh, PA 15219


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		5

P LAN D EFERRALS

Accounts

The Plan provides 5 accounts. Your accounts will be paid, as you choose, in a specified year (even while you are serving as a Director) or at or after retirement. The number of accounts you open is determined by you based on your projected financial needs.

During the annual enrollment period in December 2007, you may open account(s) (up to your maximum of 5) by directing a percentage of your future deferrals to each new account. At future annual enrollments, you may elect to continue, increase, decrease or stop future deferrals into account(s) you already have established and you may open new accounts (up to your maximum of 5). You must elect a deferral and payout option for each account you open.

LOGO

Deferrals will be credited in each account as you elect with earnings that reflect the return of the Variable Fund Options (see Account Earnings ), or, for BNY Mellon phantom stock, earnings that reflect the performance of The Bank of New York Mellon Corporation common stock (see BNY Mellon Phantom Stock).

Deferrals made to Variable Fund Options must remain in Variable Fund Options until paid and may not later be allocated to BNY Mellon phantom stock. Deferrals allocated to BNY Mellon phantom stock must remain as BNY Mellon phantom stock until paid and may not later be allocated to Variable Fund Options.

You must also elect how each account you open will be paid to you. Please consider your financial plans carefully as you make these elections, because if you change payment elections after December 31, 2008, noteworthy restrictions will apply. Payment options are detailed under Account Payment Elections .

Your accounts are used solely for recordkeeping purposes. To comply with tax rules, no assets may actually be placed into these accounts in your name. The Bank of New York Mellon Corporation will provide you with quarterly statements summarizing the activity and balances of your accounts.


6		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

P LAN D EFERRALS

You must make your deferral election before earning the compensation to be deferred. During this year’s enrollment, you may elect to defer Board retainer and Board fees to be earned in 2008.

Deferral Elections

To comply with tax rules, deferral elections must be made before compensation being deferred is earned. Elections must be made during the annual enrollment period prior to January 1 of the calendar year in which the election takes effect.

You may make or change deferral elections only during annual enrollment periods. Your new elections will take effect for compensation to be earned beginning January 1 of the following year.

All deferral elections will automatically cease upon termination of service for any reason, including retirement or death.

In addition, if you elect to have an account paid to you while you are serving as a Director, deferrals into that account will automatically cease on December 31 preceding the year in which the account will commence payments. Compensation directed to the account being paid out will not be deferred. The earliest you may elect to reopen the account would be in the first enrollment period following your lump sum or final installment payment or during any subsequent enrollment period.

Restrictions on Deferral Changes

Your deferral elections for a calendar year are irrevocable after January 1. New deferral elections will be accepted during the next open enrollment period only and will apply to compensation to be earned beginning the following January 1. Your deferral elections may be reduced or waived in the event of an unforeseeable financial emergency with approval from the Corporate Benefits Committee of the Company or named successor committee (see Unforeseeable Financial Emergency ).

Sources of Deferral

Your combined total deferrals from Board retainer and Board fees must be at least $2,000 per Plan year.

Board Retainer

You may defer a percentage of your Board retainer. The maximum deferral is 100% of your Board retainer.

Board Meeting Fees

You may defer a percentage of your Board meeting fees. The maximum deferral is 100% of your Board meeting fees.

Board Committee Meeting Fees (including pre-meeting fees)

You may defer a percentage of your Board committee meeting fees. The maximum deferral is 100% of your Board committee meeting fees.

Other Fees Received for Services Rendered as a Director

You may defer a percentage of any other fees you receive from The Bank of New York Mellon Corporation for services rendered to The Bank of New York Mellon Corporation as a Director. The maximum deferral is 100%.

Crediting of Deferrals

Deferrals will be credited to your account(s) on the date that the compensation would otherwise have been paid in cash.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		7

T AXATION OF P LAN D EFERRALS

Income Taxes

Although your annual statement of income will report your annual deferral amount, the amount deferred will not be included as taxable income. However, you will be required to pay federal and state income tax at the time you receive Plan benefits. Income taxes owed will be based on your tax rates that year.

Because the Plan is not a qualified plan, different rules apply to your benefit payment:

•

Your benefit payment cannot be rolled over into a qualified retirement plan or an individual retirement account (IRA).

•

Five- or ten-year income tax averaging is not allowed.

•

A 10% excise tax will not be assessed on early distributions (distributions prior to age 59 ¹ / 2 ), as in a qualified plan.

SECA Taxes

All Plan distributions will be subject to SECA (Self-Employment Contribution Act) taxes at the time you receive your benefit.

The American Jobs Creation Act of 2004 (AJCA)

The American Jobs Creation Act of 2004 enacted Section 409A of the Internal Revenue Code that applies to all nonqualified deferred compensation plans, effective January 1, 2005, for deferrals of compensation after December 31, 2004. This brochure describes terms of the Plan that are intended to comply with Section 409A. The Plan is being administered in good faith according to The Bank of New York Mellon Corporation’s best understanding of Section 409A. However, you, not the Company, would be liable for tax penalties associated with violations of Section 409A. These penalties could make your deferrals fully taxable and subject the amount to a 20% penalty plus approximately 9% interest. Therefore, we advise you to consult with your personal tax advisor about your participation in the Plan.


8		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

A CCOUNT E ARNINGS

How are earnings credited to my account(s)?

Earnings on Your Accounts

During the open enrollment period, you will allocate your future deferrals in whole percentages to:

•

Variable Fund Options, and/or

•

BNY Mellon phantom stock

The options are discussed in the following pages.

You will have the opportunity to change how your future deferrals are allocated among the Variable Fund Options effective at the beginning of each calendar quarter. Once you have an account balance, you may reallocate it at the beginning of each calendar quarter, but reallocations of existing account balances are subject to significant restrictions (see Variable Fund Options and BNY Mellon Phantom Stock ).

Earnings commence when deferrals are credited to your account(s). Earnings accumulate on a tax-deferred basis. You will not pay federal income taxes until you receive your benefits (see Income Taxes ).

You should consider the length of time you have to compound earnings, your risk tolerance and your overall financial goals when choosing how to allocate your deferrals among the available earnings options.

The length of time you have to compound earnings will significantly affect the amount of investment risk you should take. You should consider your entire financial portfolio, including your full range of investments, when determining how to allocate your deferrals among the account earnings options. While your risk tolerance should be discussed with your financial advisor, the following guidelines can help to frame your discussion:

15 Years or More to Compound Earnings

Higher risk investments, like equities, are generally thought to provide the highest potential returns over time. With 15 or more years to compound earnings, you might consider allocating more of your balance to equity-type funds.

5 to 15 Years to Compound Earnings

If you know that you will receive your balance within 15 years, you might still consider higher risk investments, but may want to limit your exposure to shield your principal from possible negative returns that might take longer to recover than your time frame permits.

5 Years or Fewer to Compound Earnings

If you intend to receive your balance within 5 years, you have very little time to recover from negative earnings. You might consider avoiding high-risk funds.

We recommend that you discuss the Plan and your account allocation options with your financial advisor.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		9

A CCOUNT E ARNINGS

Variable Fund Options

The Plan offers a variety of Variable Fund Options in an array of asset classes. Information about the Variable Fund Options, including their goals, performance history and brief fund descriptions is enclosed in your enrollment packet.

Account deferrals allocated to the Variable Fund Options will be credited with gains or losses that “mirror” the market performance of the funds you select, net of management fees and expenses. The market performance of the funds is used only as a benchmark for crediting gains or losses. You will not have any investment or other interest in the funds themselves.

It is important to note that your earnings under the Variable Fund Options are not guaranteed and that your balances are subject to normal investment risk. If the rate of return in the funds you select is positive, you will experience growth in your account. If the rate of return is negative, there will be a loss and a corresponding reduction in your account.

The Variable Fund Options may be changed by the Corporate Benefits Committee of the Company (or named successor committee). You will receive notice if any of the Variable Fund Options are changed.

Reallocation Restrictions

Amounts you defer into a Variable Fund Option may be reallocated to another Variable Fund Option once each quarter but may never be reallocated to BNY Mellon phantom stock (see “BNY Mellon Phantom Stock”). Amounts you defer into BNY Mellon phantom stock must remain as BNY Mellon phantom stock until paid; they may not be reallocated to Variable Fund Options. You may change allocations each quarter to adjust the amount of future compensation you will defer (future deferrals) into the Variable Fund Options, but not BNY Mellon phantom stock. You may adjust the amount of future compensation directed to BNY Mellon phantom stock only during the annual enrollment period for future earned compensation.

BNY Mellon Phantom Stock

Deferrals directed to BNY Mellon phantom stock will “mirror” the market performance of The Bank of New York Mellon Corporation common stock. If the market price of The Bank of New York Mellon Corporation common stock increases, your BNY Mellon phantom stock balance(s) will increase in value accordingly. If the market price of shares declines, there will be a loss and corresponding reduction in value of your BNY Mellon phantom stock balance(s).

If you hold BNY Mellon phantom shares on a dividend record date, BNY Mellon phantom dividends will be deemed to be credited to your account(s) and deemed to be reinvested in BNY Mellon phantom stock.

Amounts you defer into BNY Mellon phantom stock cannot later be allocated to a Variable Fund Option and must remain credited to BNY Mellon phantom stock until distribution. You may adjust the amount of future compensation directed to BNY Mellon phantom stock during the annual enrollment period for future earned compensation.

All distributions from BNY Mellon phantom stock will be made in shares of The Bank of New York Mellon Corporation common stock.


10		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

A CCOUNT E ARNINGS

Special Provisions for Initial Deferrals Allocated to BNY Mellon Phantom Stock

The due date for your deferral election and the date of your first Board retainer payment for 2008 (early January) both will be during a blackout period for transactions in Company securities. Therefore, deferrals from the January retainer payment which you elect to go into BNY Mellon phantom stock will initially be credited to the SPDR Lehman 1-3 Month T-Bill Fund until February 1, 2008, at which time they will be transferred into BNY Mellon phantom stock at the then current market price. Thereafter, future compensation directed to BNY Mellon phantom stock will be credited to BNY Mellon phantom stock when it is deferred.

BNY Mellon Phantom Stock Earnings

The value of each share of BNY Mellon phantom stock will equal the closing price of Company common stock listed on the New York Stock Exchange (NYSE) on the date of each deferral and each other relevant valuation date. If the market is closed on any valuation date, the value of each BNY Mellon phantom share will be based on the closing price on the last preceding day on which the NYSE was open.

The market performance of The Bank of New York Mellon Corporation common stock is used only as a benchmark for crediting gains or losses. You will not have any investment or other interest in The Bank of New York Mellon Corporation common stock until your benefits are paid.

Balances credited to BNY Mellon phantom stock are not guaranteed to have earnings and are subject to investment risk. BNY Mellon phantom stock is subject to the ups and downs of the stock market as well as the Corporation’s performance and its long-term financial prospects. In addition, keep in mind that BNY Mellon phantom stock balances cannot be reallocated to Variable Fund Options.

You are urged to make informed decisions and to consider BNY Mellon phantom stock as one portion of an overall investment program. You should consider your entire financial portfolio, including your full range of investments and your ownership in Company stock, when considering whether to defer compensation to the BNY Mellon phantom stock accounts. As with all aspects of the Plan, we recommend that you consult your financial advisor before making your deferral elections to BNY Mellon phantom stock.

Information about the historical performance of The Bank of New York Mellon Corporation common stock is enclosed in your enrollment packet. Directors will receive online a copy of The Bank of New York Mellon Corporation Annual Report, which contains in-depth information about the Corporation’s financial performance and ongoing strategy, when the Annual Report and Proxy Statement are mailed to shareholders. To obtain a printed copy of the Annual Report, you may call the Corporation’s Corporate Secretary at (212) 635-6601 after the report is published.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		11

A CCOUNT E ARNINGS

Distributions From Your BNY Mellon Phantom Stock

When benefits commence, your BNY Mellon phantom stock will be paid in Company common stock, in the form and on the date you elected for each account. For example, assume you elected to receive Account 1 as a lump sum and your BNY Mellon phantom stock balance is valued at $50,000 on the valuation date. Also assume Company common stock is trading at $50 per share on the valuation date. Under this scenario, you would receive 1,000 shares of common stock. You may then continue to hold your common stock or sell it on the open market.

Directors of The Bank of New York Mellon Corporation are deemed “controlling persons” of the Corporation. Such persons may resell shares of The Bank of New York Mellon Corporation common stock received upon distribution only in accordance with the provisions of Rule 144 or another exemption under the Securities Act of 1933. Shares attributed to compensation deferred during the calendar year 2008 will be deemed to be “restricted stock” acquired in an unregistered private placement of securities offered by the Company pursuant to the Plan. Rule 144 imposes a one year holding period before such stock may be resold. The holding period begins when the full purchase price is considered to have been paid for the restricted stock. For purposes of The Bank of New York Mellon Corporation common stock you may receive from the Plan, the beginning date(s) for the holding period will be the date(s) on which the compensation you designated for the BNY Mellon phantom stock fund would otherwise have been paid to you. After the completion of the one year holding period, you may sell the stock you acquire in compliance with the requirements of Rule 144.

Taxation of BNY Mellon Phantom Stock Distributions

As with all distributions from the Plan, the value of your common stock in The Bank of New York Mellon Corporation will be taxed as ordinary income in the year it is distributed, and federal, state and local taxes will be due.

You may elect to have any taxes due deducted from the cash portion of your benefits. Alternatively, you may elect to pay taxes due by having shares of The Bank of New York Mellon Corporation common stock withheld from your payment. For example, assume your stock benefits are 1,000 shares and the total value of your shares when paid is $50,000. Also assume your combined federal, state and local taxes due are $20,000. If you elected to receive shares net of taxes, your benefit would be 600 shares of Company common stock.

Securities Trading Policy & Applicable Securities Laws

Like any direct investment in The Bank of New York Mellon Corporation stock, your deferrals directed to BNY Mellon phantom stock are subject to the requirements of the Corporation’s policies regarding trading in The Bank of New York Mellon Corporation securities, including the Securities Trading Policy, and applicable securities laws. Please contact the Corporation’s General Counsel if you have any questions relating to the application of the securities laws or The Bank of New York Mellon Corporation’s policies to your elections to allocate to BNY Mellon phantom stock.


12		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

A CCOUNT E ARNINGS

Restrictions and Reallocations

Reallocating Existing Account Balances - Variable Funds

You may change your Variable Fund allocation for existing account balances once each quarter. However, you may not reallocate your BNY Mellon phantom stock balances into the Variable Fund Options. Also, you may not reallocate your Variable Fund Option balances into BNY Mellon phantom stock.

Example :

Susan has the following balances in Account 1 on March 31:


BNY Mellon Phantom Stock	$	100,000
Fund 1	$	50,000
Fund 2	$	25,000
Fund 3	$	25,000

On March 31, she elects to reallocate her Variable Fund Option balances in Account 1 as follows:


Fund 1	70	%
Fund 2	15	%
Fund 3	15	%

At the beginning of the day on April 1, her balances in Account 1 will be as follows:


BNY Mellon Phantom Stock	$	100,000
Fund 1	$	70,000
Fund 2	$	15,000
Fund 3	$	15,000

Automatic Rebalancing of Variable Fund Option Balances

Over time, each Variable Fund Option will perform differently and may eventually comprise a different percentage of an account’s variable balance from what you intended. The Plan provides a rebalancing option that allows your Variable Fund Option balances to be automatically adjusted quarterly to reflect your intended allocation. If you elect automatic rebalancing for an account, your Variable Fund Option balances will be rebalanced in the account at the beginning of every calendar quarter . If you do not make this election, your Variable Fund Option balances will not be rebalanced. Automatic rebalancing does not apply to BNY Mellon phantom stock balances.

Example :

Susan has elected to allocate her Variable Fund Option balances in Account 1 as follows:


Fund 1	70	%
Fund 2	15	%
Fund 3	15	%

When she made this election, she also chose the automatic rebalancing option. On June 30, her account balance is as follows:


BNY Mellon phantom stock	$	50,000
Fund 1	$	85,000
Fund 2	$	16,000
Fund 3	$	16,500

Because she elected automatic rebalancing, her Variable Fund Option balances in Account 1 will be rebalanced on July 1, and her resulting beginning-of-day balances will be:


	Reallocated Balance		Reallocation Percent
BNY Mellon phantom stock	$	50,000	n/a
Fund 1	$	82,250	70	%
Fund 2	$	17,625	15	%
Fund 3	$	17,625	15	%


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		13

A CCOUNT E ARNINGS

Changing Your Account Allocation for Future Deferrals

You may change your Variable Fund Options allocation within each account for future deferrals once each quarter. Your new election will be effective on the first day of the following quarter. This option applies to Variable Fund Options only. You may adjust the amount of future compensation allocated to BNY Mellon phantom stock only during the annual open enrollment period for future earned compensation.

Example :

Susan is deferring $1,000 of her Board retainer and Board fees per month into Account 1. Her deferral allocation is as follows:


	Allocation Percent Elected		Monthly Amount
Fund 1	50	%	$	500
Fund 2	25	%	$	250
BNY Mellon Phantom Stock	25	%	$	250

On March 31, she elects to change her Variable Fund Options deferral allocation as follows:


	New Variable Fund Options Allocation Percent Elected		Amount/Pay Period Beginning With the First Pay Period in April
Fund 1	50	%	$	375
Fund 2	50	%	$	375
BNY Mellon Phantom Stock	n/a		$	250

Although Susan is able to change the amount of future compensation allocated to Variable Fund Options effective April 1, she must continue to allocate the same amount as before to BNY Mellon phantom stock. As noted above, she may change her allocation to BNY phantom stock only during the annual open enrollment.


14		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

P AYMENT E LECTIONS

You are considered retired under the Plan when your Board service terminates.

Account Payment Elections

You may elect to have an account paid in a specific year or at or after retirement. You are eligible for retirement under the Plan when you terminate service from the Board.

You must specify the payment commencement date and form of payment for each account you open. You may choose to have benefits commence:

•

In January of a specified year while in service (not to exceed the 5th January after retirement)

•

Upon retirement (lump sum payment only)

•

Any January following retirement (not to exceed the 5th January after retirement)

If you choose commencement in January of a specified year, the earliest year you may choose for commencement is the year after your first deferral into the account. For example, if you elect in fall 2007 to defer Board retainer earned in 2008 into Account 1, the earliest you may elect to have Account 1 paid is January 2009.

You may choose to have benefits paid in

•

A lump sum, or

•

Annual payments over 2 to 15 years

Please consider your payment elections carefully as changes after December 31, 2008 are subject to restrictions (see Changing Your Payment Elections ). If you do not make a payment election when you open an account, your balance in that account will be paid in a lump sum upon your retirement.

Under current law, benefits paid over a period that is less than 10 years may be subject to income taxes from the state in which you earned the benefit, even if you do not reside in such state while receiving benefits.

Earnings After Retirement

After you retire:

•

You will continue to have the same Variable Fund reallocation options for existing balances that you had when you were in active service with The Bank of New York Mellon Corporation.

•

Your BNY Mellon phantom stock balances will continue to “mirror” the performance of The Bank of New York Mellon Corporation common stock.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		15

P AYMENT E LECTIONS

If you change a payment election after December 31, 2008, restrictions noted here will apply, including a five-year delay in the commencement of payment.

Changing Your Payment Elections

You may change your payment elections once annually. However, any election changes you make after December 31, 2008 will be subject to the following restrictions required by the American Jobs Creation Act of 2004 and the Plan:

•

Election changes will not be permissible within 12 months of the previously elected commencement date

•

New elections will not take effect for 12 months

•

Payment will be delayed at least five years from the previously elected commencement date

•

Payment commencement date cannot be accelerated

•

No changes will be allowed if the previously elected commencement date is at age 65 or later

Example 1

When making her initial payment election, Susan elects to receive Account 1 in 5 annual installments commencing the third January after retirement. Susan will never be able to change this election, because the law would require payment to be delayed by 5 years, but the Plan requires benefits to commence no later than the 5th January after retirement. For example, assume the following:

•

Susan wants to change her election to 15 annual installments from 5

•

With the change, her benefit would be delayed 5 years and would be scheduled to commence 8 Januaries after retirement

•

Because the Plan requires payment to commence no later than the 5th January after retirement, Susan cannot change her election

Susan’s Plan benefits would be paid according to her original election.

Example 2

In contrast, Paul initially elects to have his account paid in a lump sum upon retirement. If he later wants to change this election, he could do so, because the 5-year delay required by the law would change commencement to the 5th January after retirement, which is allowed under the Plan. Paul could choose payment in a lump sum or in 2 to 15 annual installments.

AJCA strictly regulates distributions and subjects them to substantial tax penalties if its regulations are violated (see The American Jobs Creation Act of 2004 ). If upon retirement or termination it is found that a payment election change did not comply with AJCA regulations, benefits will be paid according to the most recent valid election on file. Participants, not The Bank of New York Mellon Corporation, are responsible for ensuring payment election changes are compliant with AJCA.


16		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

B ENEFIT D ISTRIBUTIONS

If I experience an unforeseeable financial emergency, may I access my money?

Disability

If you retire due to a disability, each of your accounts will be paid in the form and on the date you elected, and you will be entitled to the same options available to a retiree.

Unforeseeable Financial Emergency

Unforeseeable financial emergency withdrawal rules for the Plan, as determined by the American Jobs Creation Act of 2004, are significantly more stringent than those governing qualified plans; therefore, you should assume that it will be difficult to access your balance prior to the distribution date(s) you elect.

In this Plan, an “unforeseeable financial emergency” means an unexpected, critical financial need resulting from an illness or accident affecting you, your spouse or your dependent; a casualty loss; or a similar extraordinary and unforeseeable occurrence beyond your control. The unforeseeable financial emergency must meet the provisions for an “unforeseeable emergency” under Internal Revenue Code Section 409A.

If you experience an unforeseeable financial emergency, you may apply to withdraw from your account(s) an amount reasonably necessary to meet the unforeseeable financial emergency plus related taxes. This amount must take into account any insurance that will relieve your losses and other assets you can liquidate without causing severe financial hardship.

Upon a determination of an unforeseeable financial emergency by the Corporate Benefits Committee of the Company (or named successor committee) and payment of a lump sum to relieve it, your deferrals will cease for the remainder of the current calendar year and for the next full calendar year.

Payment Date

The commencement of payments from your accounts will depend on the timing and form of payment you elected. Annual installments scheduled to be paid in a specified year while you are serving on the Board or after retirement will commence in the applicable January. Lump sum payments scheduled upon retirement will generally occur within 60 days after the end of the month in which you retire.

Valuation Date

The Valuation Date will be the last day of the month preceding the Payment Date. For example, a lump sum payment due in January will be based on your account valuation as of December 31.

Small Balance

The Bank of New York Mellon Corporation reserves the right to pay your account in a lump sum if the total account balance when payment commences is less than the amount set by Section 402(g) of the Internal Revenue Code. This amount is $15,500 for 2008 and is subject to change each January 1.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		17

S URVIVOR B ENEFITS

What happens if I die before receiving all of my account balances?

Beneficiary Designation

You may designate one or more beneficiaries to receive any Plan benefit remaining unpaid when you die. You may change your beneficiary designation at any time (unless you have made an irrevocable designation) by requesting a form from Human Resources.

Pre-Retirement Survivor Benefits

If you die while serving as a Director with The Bank of New York Mellon Corporation, your beneficiary will receive your remaining account balance(s) in accordance with your Pre-Retirement Survivor Benefit election, commencing as soon as practicable after your death. You may elect to have your Pre-Retirement Survivor Benefit paid in a lump sum or in 2 to 15 annual installments. If you do not make a payment election, your Pre-Retirement Survivor Benefit will be paid to your beneficiary in a lump sum.

Your survivor may continue to allocate Variable Fund Option balances among the Variable Funds offered under the Plan. BNY Mellon phantom stock balances will be paid in The Bank of New York Mellon Corporation common stock (see BNY Mellon Phantom Stock).

You may change your Pre-Retirement Survivor Benefit payment election at any time. A 5-year delay in commencement will not apply. However, after December 31, 2008, any change will not be effective for 12 months.

Post-Retirement Survivor Benefits

Benefits will be paid out in the form that you elected. If benefits have not commenced, they will begin as soon as practicable after your death. Your survivor may continue to allocate Variable Fund Option balances among the Variable Funds offered under the Plan. BNY Mellon phantom stock balances will continue to be credited with earnings that “mirror” the performance of The Bank of New York Mellon Corporation common stock.

Benefit If Survivor Dies While Receiving Payments

If your survivor dies while receiving payments, the remaining account balance will be paid to your survivor’s estate in a lump sum.


18		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

G ENERAL I NFORMATION

What are the risks if I defer into the Plan?

What has the Company done to reduce those risks?

Benefit Security

The Bank of New York Mellon Corporation has promised to pay you certain benefits under the Plan. However, unlike qualified plans, this “nonqualified” plan promise is unfunded and unsecured. In a qualified plan, funds are set aside for you that neither the Company nor its creditors may use for any other purpose. In contrast, if the Company were to set aside funds to pay nonqualified benefits, these benefits would be currently taxable to you. Therefore, your deferral accounts are bookkeeping entries only; benefits will be paid from The Bank of New York Mellon Corporation’s general assets. In the event the The Bank of New York Mellon Corporation becomes bankrupt or insolvent, payment of your benefits will depend upon the Company’s ability to satisfy the claims of all of its creditors.

Trust

The Bank of New York Mellon Corporation may adopt a special Trust to help provide protection against the risk that a new owner may be unwilling to pay benefits. In the event of a change in control or at such other time as determined by the Company, a deposit could be made to the Trust, after which the Trust would administer the benefit payments to participants.

Non-Application of ERISA

This Plan is not a “qualified pension, profit-sharing or stock bonus plan” within the meaning of Section 401(a) of the Internal Revenue Code of 1986, and is not subject to any provisions of the Employee Retirement Income Security Act of 1974.

Plan Administration

The Corporate Governance and Nominating Committee of The Bank of New York Mellon Corporation Board of Directors has authority to oversee the Plan. The Corporate Governance and Nominating Committee may appoint other corporate committees or officers to take actions with respect to the Plan.

The Corporate Benefits Committee of the Company (or named successor committee) has been appointed to administer the Plan. The Corporate Benefits Committee of the Company is currently composed of five of The Bank of New York Mellon Corporation’s senior officers. The Corporate Benefits Committee of the Company has the right to interpret the Plan document and generally to decide all matters that might arise under the terms of the Plan.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		19

G ENERAL I NFORMATION

Amendment and Termination of the Plan

The Bank of New York Mellon Corporation reserves the right to amend or terminate the Plan, in part or in whole, at any time. No Plan amendment or termination of the Plan may decrease your account balances earned prior to the date of such Plan amendment or termination.

Plan Recordkeeping

Buck Consultants is the recordkeeper for the Plan. You should promptly review all communications you receive from the recordkeeper, including quarterly benefit statements and e-mails.

Planned Registration Under the Securities Act of 1933

The Company plans to file a registration statement with the Securities and Exchange Commission covering the Plan in the first quarter of 2008. We will notify you of such filing and at that time these materials will be part of the registration statement and considered to constitute the prospectus. Any decisions that you may make concerning your participation in the Plan after the time the registration statement has been filed should be made based on the information contained in these materials, including documents that the Company has filed with the Securities and Exchange Commission which are incorporated therein by reference. These documents will include all reports and documents filed by The Bank of New York Mellon Corporation (SEC File No. 000-52710) with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after July 1, 2007. You may get copies of any of these SEC filings by visiting EDGAR on the SEC Web site at www.sec.gov or by calling the Corporate Secretary at (212) 635-6601.

You will also receive a copy of The Bank of New York Mellon Corporation’s Annual Report to shareholders and proxy statement when the report and proxy statement are mailed to shareholders. You may receive an additional copy of the Annual Report or the proxy statement by making a written or oral request to the Corporate Secretary, The Bank of New York Mellon Corporation, One Wall Street, 9th Floor, New York, New York 10286; telephone (212) 635-6601.

This is a summary of the main provisions of the Plan. The official and controlling provisions of the Plan are contained in the Plan document. In case of any conflict with this brochure, the Plan document will govern.


20		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

T AXATION Q UESTIONS & A NSWERS

The following is intended as general information, and is subject to change. It is not to be considered as tax advice. Participants are advised to consult their tax advisor regarding consequences of participating in the Plan. The Plan does not qualify under Section 401(a) of the Internal Revenue Code.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		21

T AXATION Q UESTIONS AND A NSWERS

Do I pay federal income taxes on deferrals into the Plan or earnings when credited to my account?

No. As long as your deferrals are elected before you earn compensation which you defer, you will not be deemed to be in constructive receipt of the amount deferred or the interest earned on the amount deferred. For federal and state tax purposes, you will not be taxed until you actually receive this money. Localities generally follow the federal rules on this issue.

How are Plan benefits taxed to me?

Plan benefits paid to you are taxed as ordinary income when received and are subject to income tax at the rates applicable in the year of receipt.

Is my distribution eligible to be rolled over to an IRA?

No, because this is not an IRS tax-qualified plan. When electing a Plan distribution, we encourage you to seek professional advice to determine the best course of action for your financial circumstances.

Will deferring my director’s compensation change the amount of my SECA taxes?

Yes. Your SECA taxes will be payable on compensation when received, regardless of when earned.

Will I pay SECA taxes when I take my distribution?

Yes. Under current law, SECA taxes are owed when payments are received, not earned.

Will deferring my director’s compensation affect any Social Security benefits I am currently receiving?

No. Prior to age 70, director’s compensation is included in annual earnings for purposes of reducing your current Social Security benefits regardless of whether it is deferred or received. After age 70, Social Security benefits are not reduced by annual earnings.

Will deferring my director’s compensation affect the amount of Social Security benefits I will receive in retirement?

Perhaps. Your Social Security benefits are based on compensation you have received and paid SECA taxes on.

Will Plan benefit payments I receive during retirement decrease my Social Security benefits?

No. Benefit payments are not included in annual earnings and will not reduce Social Security benefits.


22		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

T AXATION Q UESTIONS AND A NSWERS

Will Plan benefit payments I receive in retirement increase my income taxes?

Possibly. Benefit payments are subject to federal (and some state and local) income taxes. Benefit payments can also increase the portion of Social Security benefits subject to federal income tax. (The portion of Social Security benefits subject to income tax ranges from 50% to 85% depending on your additional income.) Check with your tax advisor regarding the effect of benefit payments on taxation of your Social Security benefits.

Will the Plan benefits paid to my beneficiaries be included in my gross estate for federal estate tax purposes?

Yes. The present value of the benefit at the time of your death is included. If, however, your beneficiary is your spouse and the benefit qualifies for the estate tax marital deduction, there will be no federal estate tax on your estate. If estate tax is payable on the benefit, an income tax deduction may be available in the amount of any estate tax paid. Check with your tax advisor regarding the effect of estate tax laws on your personal financial circumstances.

How are Plan benefits taxed to my beneficiaries?

Plan benefits paid to your beneficiaries are taxed as ordinary income in the year received subject to a potential income tax deduction for estate taxes previously paid by the estate of the Plan Participant. However, an income tax deduction may be available for any estate taxes paid on the benefits.


The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment		23

C ONTACT I NFORMATION

Contact Information

If you have any questions, please contact:

Carrie Stokes

Human Resources Department

The Bank of New York Mellon Corporation

Room 700, One Mellon Center

Pittsburgh, Pennsylvania 15258-0001

Telephone: (412) 234-5868

Facsimile: (412) 234-2016


24		The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors		2008 Enrollment

LOGO

One Wall Street

New York, NY 10286

Deferred Compensation

Plan for Directors

Plan Highlights

You have the opportunity to participate in The Bank of New York Mellon Corporation Deferred Compensation Plan for Directors, called “the Plan” in this document. The Plan provides substantial tax advantages to help you build your financial security.

These highlights summarize the key features of the Plan. You can find more detailed information in the Plan brochure in this packet. The official and controlling provisions of the Plan are contained in the Plan document. In the case of any discrepancies, the Plan document will govern.


Plan Feature		Description

*Plan Year*		Calendar year 2008

*Deferral Elections*		Minimum Total Plan Deferral – $2,000 per year

		Board Retainer – Maximum: 100%

		Board Meeting Fees (including pre-meeting fees) – Maximum: 100%

		Board Committee Meeting Fees – Maximum: 100%

		Other Board Fees Received for Services Rendered – Maximum: 100%

		To defer 2008 compensation, you must file a deferral election during the December 2007 open enrollment period.

*Accounts*		• May open up to 5 accounts

		• Each account paid at a specified date, or at or after retirement. A separate form of payment may be elected for each account (see Benefit Payment Options )

*Earnings on Deferrals*		For each account - May allocate deferrals to receive earnings that reflect the return on:

		• Variable Fund Options – credited with gains or losses that “mirror” the market performance of market-style funds offered through the Plan

		• BNY Mellon phantom stock - credited with gains or losses that “mirror” the market performance of The Bank of New York Mellon Corporation common stock

*Benefit Payment Options*		May make separate form and commencement elections for each account:

		Form of Distribution

		• Lump sum, or

		• Annual installments over 2 to 15 years

		Commencement

		• January of specified year while serving on the Board (not to exceed the 5th January after retirement)

		• Upon retirement (lump sum only)

		• Any January following retirement (not to exceed the 5th January after retirement)

*Payment Election Changes*		May change form and commencement of benefits once annually. Election changes made starting January 1, 2009 will be subject to the following restrictions:

		• Election changes will not be permissible within 12 months of commencement

		• New election will not take effect for 12 months after the change is made

		• Payment will be delayed at least five years from the previously elected commencement date

		• Payment commencement date cannot be accelerated

		• No changes will be allowed if elected commencement date is at age 65 or later

*Survivor Benefits*		• Pre-Retirement: Benefit paid according to your election – lump sum or 2 to 15 annual installments

		• Post-Retirement: Remaining balance paid in the same form that you elected for retirement

		• During Distribution Period: Survivor may continue to allocate account balance among the available earnings rate options

(continued)


Plan Year 2008				Page 1


Plan Highlights		Deferred Compensation Plan for Directors


Plan Feature		Description

*Unforeseeable Financial* *Emergency*		• You (or upon your death, your beneficiary), may request access to account balance in case of unforeseeable financial emergency

		• If request is approved, paid in a lump sum; deferrals cease for the remainder of the current year and for the following full calendar year

		Definition of “Unforeseeable Financial Emergency” : Must be a “severe financial hardship” resulting from an “unforeseeable emergency,” such as an illness or accident to you or your immediate family; any withdrawal must take into account any insurance or assets you can liquidate without causing severe financial hardship

*Retirement Eligibility*		Upon termination from the Board


Page 2				PlanYear 2008

Deferred Compensation

Plan for Directors

2008 Deferral & Payment Election Form

P ARTICIPANT I NSTRUCTIONS

Name:_________________________________________________________________________________

Social Security Number:________________________________________________________________________

You must complete, sign and return this form to Buck Consultants on or before Friday, December 28, 2007 in order to participate in the Deferred Compensation Plan for Directors in 2008. If you do not, you will not be enrolled in the plan in 2008. Your next opportunity to participate will be in 2009.

The following information describes important features regarding deferral and payment elections.

Step 1. Board Retainer/Board Meeting Fees/Board Committee Meeting Fees/Other Board Fees Deferral Elections

•

Are effective the January 1 following the enrollment period in which the deferral was elected.

•

Election is irrevocable for 2008, but may be changed for following year(s) only during an open enrollment period.

Step 2. Account Payment Elections

•

Use this form to make payment elections for any account you open at this enrollment.

•

Under a special transitional rule of the IRS, you may change existing payment elections for accounts in this plan with few restrictions until December 31, 2008. You are limited to changing payment elections for a given account to once annually, however. In addition, between January 1, 2008 and December 31, 2008, you cannot change payment elections to accelerate payments into 2008.

•

Changes in payment elections made after December 31, 2008 will be restricted as follows:

•

May be made only once annually

•

Must be made at least 12 months prior to the previously elected commencement date

•

Will not take effect for 12 months after the change is made

•

Must delay the commencement of payment at least 5 years from the previously elected commencement date

•

May not accelerate the commencement date

•

Will not be permitted if the previously elected commencement date is at age 65 or later

Step 3. Pre-Retirement Survivor Benefit Election

•

Use this form to elect how your beneficiary will be paid in the event of your death while you are serving on the Board.

Beneficiary Designation

•

Complete and return the form in the packet to name a beneficiary to receive your unpaid Plan balance in the event of your death. You may name or change a beneficiary designation at any other time by completing and returning a form available from Human Resources.

Page 1

2008 Deferral & Payment Election Form

S TEP 1 - D EFERRAL E LECTIONS

Part 1. Decide on your deferral amount.

Part 2. Allocate your deferral among available accounts.

B OARD R ETAINER D EFERRAL E LECTION

The maximum deferral is 100%.

I irrevocably elect to defer from my Board

Retainer earned and paid in 2008:

Account 1

Account 2

Account 3

Account 4

Account 5

TOTAL

=100%

________% per year (whole percentage)

B OARD M EETING F EES D EFERRAL E LECTION

The maximum deferral is 100%.

I irrevocably elect to defer from my Board

Meeting Fees earned and paid in 2008:

Account 1

Account 2

Account 3

Account 4

Account 5

TOTAL

=100%

________% per year (whole percentage)

B OARD C OMMITTEE M EETING F EES D EFERRAL E LECTION

The maximum deferral is 100%.

I irrevocably elect to defer from my Board Committee Meeting Fees earned and paid

in 2008:

Account 1

Account 2

Account 3

Account 4

Account 5

TOTAL

=100%

________% per year (whole percentage)

O THER B OARD F EES D EFERRAL E LECTION

The maximum deferral is 100%.

I irrevocably elect to defer from my Other

Board Fees earned and paid in 2008:

Account 1

Account 2

Account 3

Account 4

Account 5

TOTAL

=100%

________% per year (whole percentage)

Page 2

Deferred Compensation Plan for Directors

P AYMENT E LECTIONS

Please carefully consider your payment elections, as changes made after December 31, 2008 will be subject to the restrictions described on Page 1.

Under current law, benefits paid over a period of less than 10 years may be subject to income taxes from the state in which you earned the benefit, even if you do not reside in such state while receiving benefits.


S TEP 2 - A CCOUNT P AYMENT E LECTIONS		*(If you do not have an election on file for an account you have opened, it will be paid in a lump sum at retirement.)*

The Deferred Compensation Plan for Directors allows you to elect up to 5 accounts. Each account opened needs a commencement date and form of payment. Be sure you make payment elections for each account to which you deferred in Step 1 on Page 2 of this form. You may change existing payment elections up to once annually. Restrictions will apply, especially after December 31, 2008.


	Payment Commencement Date	Form of Payment
	(choose one for each account elected)	(choose one for each account elected)

Account 1	¨ January of year ______ (not to exceed the 5th January after retirement)	¨ Lump sum ¨ Annual payments for ______ years
	¨ At retirement (lump sum only)	(enter 2 – 15 years)
	¨ ______ January following retirement
	(enter 1st, 2nd, 3rd, 4th or 5th; not to exceed the 5th)

Account 2	¨ January of year ______ (not to exceed the 5th January after retirement)	¨ Lump sum ¨ Annual payments for ______ years
	¨ At retirement (lump sum only)	(enter 2 – 15 years)
	¨ ______ January following retirement
	(enter 1st, 2nd, 3rd, 4th or 5th; not to exceed the 5th)

Account 3	¨ January of year ______ (not to exceed the 5th January after retirement)	¨ Lump sum ¨ Annual payments for ______ years
	¨ At retirement (lump sum only)	(enter 2 – 15 years)
	¨ ______ January following retirement

	(enter 1st, 2nd, 3rd, 4th or 5th; not to exceed the 5th)

Account 4	¨ January of year ______ (not to exceed the 5th January	¨ Lump sum
	after retirement)	¨ Annual payments for ______ years
	¨ At retirement (lump sum only)	(enter 2 – 15 years)

	¨ ______ January following retirement
	(enter 1st, 2nd, 3rd, 4th or 5th; not to exceed the 5th)

Account 5	¨ January of year ______ (not to exceed the 5th January	¨ Lump sum
	after retirement)	¨ Annual payments for ______ years
	¨ At retirement (lump sum only)	(enter 2 – 15 years)
	¨ ______ January following retirement
	(enter 1st, 2nd, 3rd, 4th or 5th; not to exceed the 5th)

Page 3


*2008 Deferral & Payment Election Form*		Deferred Compensation Plan for Directors

S TEP 3 - P RE -R ETIREMENT S URVIVOR P AYMENT E LECTION

If I die before distribution of my account commences, I elect to have my account balance paid to my beneficiary as follows (select one) :


¨ Lump sum		¨ Annual payments over ______ years
		(2 – 15)

If you do not make a payment election, your Pre-Retirement Survivor Benefit will be paid to your beneficiary in a lump sum. You may change this election, but any change after December 31, 2008 will not be effective for 12 months.

P ARTICIPANT C ERTIFICATION

I understand that these elections apply to balances and deferrals under the Deferred Compensation Plan for Directors. I further understand that my payment elections:

•

Are subject to the American Jobs Creation Act of 2004 and Internal Revenue Code Section 409A.

•

May not be amended except as permitted by the Corporation.

I acknowledge receipt of materials containing a summary of the consequences of Plan participation.

I understand that the deferral and payment elections above shall become effective January 1, 2008.

I understand that during the next annual enrollment period, I will be given the opportunity to make new deferral elections as permitted by the Corporation. My new deferral elections must be received by mail prior to the plan year for which the new elections will become effective.

This form must be signed, dated and returned no later than December 28, 2007.




*Participant Signature*				*Date*

Please return this form to:

Buck Consultants

Attn: Susan Schuler

500 Grant Street, Suite 2900

Pittsburgh, PA 15219

We recommend that you keep a photocopy of this form for your records.

Page 4

Deferred Compensation

Plan for Directors

Account Allocation Form



*Name (Last, First, Middle Initial)*				*Social Security Number*

If you are deferring retainer or fees in 2008, you must make a Future Deferrals allocation election. Please make your election on this form, and then sign, date and return it by December 28, 2007 to Buck Consultants.

Step 1 - Earnings Options Allocations

Deferral Allocations: I hereby elect to have account(s) I have opened credited with rate(s) that “mirror” the actual performance of one or more of the earnings options listed below (BNY Mellon phantom stock and Variable Funds) as I have marked in the Future Deferrals column(s) . I understand that earnings for all options can be positive or negative.

Automatic Rebalance of Variable Fund Balances (optional) : If I elect to have my Variable Fund balances in my account(s) automatically rebalanced at the beginning of each calendar quarter, I have marked the percentages and box in the Rebalance column(s) accordingly. I understand that automatic rebalancing will not affect any BNY Mellon phantom stock. If I do not make an automatic rebalancing election, my account(s) will not be automatically rebalanced.

All Open Accounts

Account 1

Account 2

Earnings Options

Future
Deferrals

Rebalance

Future
Deferrals

Rebalance

Future
Deferrals

Rebalance

• BNY Mellon Phantom Stock

Variable Fund Options

• SPDR Lehman 1-3 Month T-Bill Fund

• iShares Lehman 1-3 Year Treasury Bond Fund

• iShares Lehman Aggregate Bond Fund

• iShares Russell 1000 Value Index Fund

• SPDR S&P 500 Fund

• iShares Russell 1000 Growth Fund

• MidCap SPDR Fund

• iShares Russell 2000 Index Fund

• iShares MSCI EAFE Index Fund

• iShares MSCI Emerging Markets Index Fund

• iShares Dow Jones U.S. Real Estate Index Fund

Total

100

Choose one: I elect quarterly automatic rebalancing, or

Do not rebalance my account

Account 3

Account 4

Account 5

Earnings Options

Future
Deferrals

Rebalance

Future
Deferrals

Rebalance

Future
Deferrals

Rebalance

• BNY Mellon Phantom Stock

Variable Fund Options

• SPDR Lehman 1-3 Month T-Bill Fund

• iShares Lehman 1-3 Year Treasury Bond Fund

• iShares Lehman Aggregate Bond Fund

• iShares Russell 1000 Value Index Fund

• SPDR S&P 500 Fund

• iShares Russell 1000 Growth Fund

• MidCap SPDR Fund

• iShares Russell 2000 Index Fund

• iShares MSCI EAFE Index Fund

• iShares MSCI Emerging Markets Index Fund

• iShares Dow Jones U.S. Real Estate Index Fund

Total

100

Choose one: I elect quarterly automatic rebalancing, or

Do not rebalance my account

(continued)


*Account Allocation Form*		Deferred Compensation Plan for Directors

Step 2 - Participant Signature

I understand the deferrals I allocate to BNY Mellon phantom stock must remain as BNY Mellon phantom stock (i.e., I may not later transfer a phantom stock balance into Variable Funds). Conversely, I understand that deferrals I allocate to the Variable Fund Options cannot later be transferred to BNY Mellon phantom stock. I understand that deferrals from the Board retainer payment payable in early January 2008 allocated to BNY Mellon phantom stock will be held temporarily in the SPDR Lehman 1-3 Month T-Bill Fund until February 1, 2008 and that allocation elections for Variable Funds will take effect with my first deferral in January 2008.

I understand that the Bank of New York Mellon Corporation may not necessarily invest in any earnings options I have chosen. However, my account(s) will be credited with earnings as if they were invested in my selections.



Participant Signature				Date

Please return this form to:

Buck Consultants

Attn: Susan Schuler

500 Grant Street, Suite 2900

Pittsburgh, PA 15219

We recommend that you keep a photocopy of this form for your records.

Deferred Compensation

Plan for Directors

Beneficiary Designation Form

S TEP 1 - Participant Information (please print)

Social Security Number:



Last Name	First Name	Middle Initial

This form is a legal document; its execution may have significant legal and tax consequences. You are urged to consult your tax and legal advisors before executing this document. The Bank of New York Mellon Corporation is not responsible if you do not properly complete or execute a beneficiary designation. The following Beneficiary Designation is applicable to account balances attributable to deferrals made to the Deferred Compensation Plan for Directors (“the Plan”).

S TEP 2 - Beneficiary Designation

Instructions: List each beneficiary who is to share in any payment due under the Plan). State specifically what percentage of the total amount to be paid is to be received by each beneficiary. Use first, middle and last names (for example, Mary Susan Jones, not Mrs. William J. Jones). If you indicate a trust, specify the exact name, federal tax identification number and date of the trust.

I hereby designate the individual(s), charity, estate or trust named hereafter as my primary beneficiary or beneficiaries (and contingent beneficiary or beneficiaries) to receive any applicable survivor benefits under the Plan designated above, subject to the “Special Provisions” set forth below.

PRIMARY BENEFICIARY (Check appropriate box[es] below)

¨ Spouse ¨ Children ¨ Trust ¨ Other

Name of Trust: __________________________________________________________________________________________

Trustee(s): __________________________________________________________________________________________

Trust Tax ID#: _______________________________________ Date of Trust: ________________________________________

Provided, however, that if no Primary Beneficiary shall survive me by at least sixty days, the following shall be my beneficiary:

CONTINGENT BENEFICIARY (Check appropriate box[es] below)

¨ Spouse ¨ Children ¨ Trust ¨ Other

Name of Trust:

Trustee(s):

Trust Tax ID#: _______________________________________ Date of Trust: ________________________________________

(continued)


*Beneficiary Designation Form*		Deferred Compensation Plan for Directors

S TEP 3 - Marriage Provisions and Spousal Consent

Check one:

¨	I hereby certify that I AM NOT MARRIED . I understand that if I later marry, this Beneficiary Designation will be invalid unless the person I previously designated as my primary beneficiary becomes my spouse, and any survivor benefits will be paid in accordance with the Plan.

I hereby certify that I AM MARRIED . I am designating my spouse as my sole primary beneficiary. I understand that if I become divorced from my spouse, this Beneficiary Designation will be invalid, and any survivor benefits will be paid in accordance with the Plan. Spouse’s signature not required .

I hereby certify that I AM MARRIED . I am designating a person other than my spouse as a primary beneficiary. I understand that if my spouse or I reside in a community property state (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and Wisconsin), that my spouse’s consent may be required to make this Beneficiary Designation effective. Because the appropriate form for such spousal consent may vary, I will consult my own legal counsel with any questions I may have regarding the necessity and form of spousal consent.

I hereby agree to the beneficiary(ies) designated above:




Spouse’s Signature				Date

S TEP 4 - Special Provisions

I understand that if I have not designated my children as equal beneficiaries , unless another method of payment is specified on or attached to this Beneficiary Designation Form, the following provisions shall apply. If no percentages are indicated, the survivor benefits shall be divided equally among my primary beneficiaries who are surviving on the date of my death. If percentages are indicated, and if any of my primary beneficiaries shall die before me, his or her share of the survivor benefits (which would have been due had such beneficiary survived me) shall be divided among my surviving primary beneficiaries in proportion to the respective percentages shown for my surviving primary beneficiaries. If none of my primary beneficiaries survives me, then the survivor benefits shall be divided among my surviving contingent beneficiaries equally or, if percentages are indicated, in proportion to the respective percentages shown for my surviving contingent beneficiaries.

I understand that if I have designated my children as equal primary or contingent beneficiaries , unless another method of payment is specified on or attached to this Beneficiary Designation Form, the following provisions shall apply. All my present and future children shall receive survivor benefits in equal shares, and if any of my children do not survive me, such deceased child’s share shall be paid in equal shares to the surviving children, if any, of such deceased child.

S TEP 5 - Participant Signature and Company Acknowledgment

I revoke any previous revocable Beneficiary Designation made by me under the Plan, and I reserve the full right to revoke this Beneficiary Designation at any time by a subsequent written Beneficiary Designation (unless I have otherwise provided for on this Beneficiary Designation Form). I understand that this Beneficiary Designation will become effective only upon delivery to and acknowledgment by the Plan Recordkeeper.


PARTICIPANT SIGNATURE				RECORDKEEPER ACKNOWLEDGMENT OF RECEIPT


Signature				Signature and Title


Date				Date

¨ Check if Beneficiary Designation includes attachment				¨ Attachment received by Recordkeeper

Please return this form to: Buck Consultants, Attn: Susan Schuler, 500 Grant Street, Suite 2900, Pittsburgh, PA 15219

We recommend that you keep a photocopy of this form for your records.

Deferred Compensation

Plan for Directors

V ARIABLE F UND O PTIONS AND BNY M ELLON P HANTOM S TOCK AT A G LANCE

For performance data, please refer to the Historical Fund Performance table on the other side of this sheet.


Exchange-Traded Fund		Objective and Highlights of Strategy

SPDR Lehman 1-3 Month T-Bill Fund		The SPDR Lehman 1-3 Month T-Bill Fund seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of an index that tracks the 1-3 month sector of the United States Treasury Bill market. There is no assurance that the price and yield performance of the Index can be fully matched.

iShares Lehman 1-3 Year Treasury Bond Fund		The iShares Lehman 1-3 Year Treasury Bond Fund seeks to approximate the total rate of return that correspond generally to the price and yield performance, before fees and expenses, of the short-term sector of the United States Treasury market as defined by the Lehman Brothers 1-3 Year US Treasury Index.

iShares Lehman Aggregate Bond Fund		The iShares Lehman Aggregate Bond Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the total United States investment grade bond market as defined by the Lehman Brothers U.S. Aggregate Index.

iShares Russell 1000 Value Index Fund		The iShares Russell 1000 Value Index Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the large capitalization value sector of the U.S. equity market, as represented by the Russell 1000 Value Index. The index represents approximately 50% of the total market capitalization of the Russell 1000 Index.

SPDR S&P 500 Fund		The SPDR S&P 500 ETF represents a unit investment trust established to accumulate and hold a portfolio of the equity securities that comprise the Standard & Poor’s 500 Composite Stock Price Index. SPDRs seek investment results that, before expenses, generally correspond to the price and yield performance of the Standard & Poor’s 500 Composite Stock Price Index. There is no assurance that the price and yield performance of the S&P 500 Index can be fully matched.

iShares Russell 1000 Growth Fund		The iShares Russell 1000 Growth Index Fund seeks investment returns that correspond generally to the price and yield performance, before fees and expenses, of the large capitalization growth sector of the U.S. equity market, as represented by the Russell 1000 Growth Index. The index represents approximately 50% of the total market capitalization of the Russell 1000 Index.

MidCap SPDR Fund		MidCap SPDRs, Standard & Poor’s MidCap 400 Depositary Receipts, represents a unit investment trust established to accumulate and hold a portfolio of the equity securities that comprise the Standard & Poor’s MidCap 400 Index. MidCap SPDRs seek investment results that, before expenses, generally correspond to the price and yield performance of the Standard & Poor’s MidCap 400 Index. There is no assurance that the price and yield performance of the S&P MidCap 400 Index can be fully matched.

iShares Russell 2000 Index Fund		The iShares Russell 2000 Index Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the small capitalization sector of the U.S. equity market as represented by the Russell 2000 Index. The index represents the approximately 2,000 smallest companies in the Russell 3000 Index.

iShares MSCI EAFE Index Fund		The iShares MSCI EAFE Index Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the European, Australasian and Far Eastern markets, as measured by the MSCI EAFE Index.

iShares MSCI Emerging Markets Index Fund		The iShares MSCI Emerging Markets Index Fund seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in emerging markets, as represented by the MSCI Emerging Markets Index.

iShares Dow Jones U.S. Real Estate Index Fund		The iShares Dow Jones U.S. Real Estate Index Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, to the performance of the real estate sector of the U.S. equity market, as represented by the Dow Jones U.S. Real Estate Index.

BNY Mellon Phantom Stock		Description

BNY Mellon Phantom Stock		The price of the common stock of The Bank of New York Mellon Corporation as of the close of each trading day on the New York Stock Exchange determines the value of BNY Mellon phantom stock in the Plan. If the Corporation’s common stock pays a dividend, BNY Mellon phantom stock account balances in the Plan will receive an equivalent credit which will be deemed to be reinvested in BNY Mellon phantom stock.

(continued)


*Historical Performance of Variable Fund Options and BNY Mellon Phantom Stock*		DCPD

H ISTORICAL P ERFORMANCE AS OF O CTOBER 31, 2007

Exchange-Traded Fund

Expense
Ratio

YTD

1 Year
Annualized

3 Year
Annualized

5 Year
Annualized

10 Year
Annualized

SPDR Lehman 1-3 Month T-Bill Fund

0.13%

Please Note: Due to the fund’s recent inceptiondate, May 25, 2007, historical performance forthe time period above is not available.

Benchmark: Lehman Brothers 1-3 Month U.S. Treasury Index

n/a

4.09%

4.97%

4.07%

2.87%

3.67%

iShares Lehman 1-3 Year Treasury Bond Fund

0.15%

5.22%

5.72%

3.40%

2.73%

n/a

Benchmark: Lehman Brothers 1-3 Year U.S. Treasury Index

n/a

5.22%

5.76%

3.48%

2.83%

4.64%

iShares Lehman Aggregate Bond Fund

0.24%

4.47%

5.06%

3.60%

n/a

Benchmark: Lehman Brothers Aggregate Bond Index

n/a

4.78%

5.38%

3.88%

4.41%

5.91%

iShares Russell 1000 Value Index Fund

0.20%

5.86%

10.67%

14.43%

16.17%

n/a

Benchmark: Russell 1000 Value Index

n/a

5.98%

10.83%

14.62%

16.39%

9.11%

SPDR S&P 500 Fund

0.09%

10.78%

14.44%

13.04%

13.73%

6.99%

Benchmark: Standard & Poor’s 500 Index

n/a

10.87%

14.56%

13.16%

13.88%

7.10%

iShares Russell 1000 Growth Fund

0.20%

16.32%

19.00%

12.65%

12.39%

n/a

Benchmark: Russell 1000 Growth Index

n/a

16.51%

19.23%

12.87%

12.61%

4.81%

MidCap SPDR Fund

0.25%

13.64%

16.66%

15.57%

17.37%

11.98%

Benchmark: Standard & Poor’s Midcap 400 Index

n/a

13.93%

17.02%

16.02%

17.78%

12.38%

iShares Russell 2000 Index Fund

0.20%

6.22%

9.35%

13.61%

18.54%

n/a

Benchmark: Russell 2000 Index

n/a

6.12%

9.27%

13.69%

18.67%

8.01%

iShares MSCI EAFE Index Fund

0.34%

17.40%

24.57%

23.13%

22.93%

n/a

Benchmark: MSCI EAFE Index (USD)

n/a

17.60%

24.91%

23.44%

23.21%

9.26%

iShares MSCI Emerging Markets Index Fund

0.75%

44.50%

62.68%

42.59%

n/a

Benchmark: MSCI Emerging Markets Index (USD)

n/a

46.57%

64.24%

41.29%

36.41%

12.31%

iShares Dow Jones U.S. Real Estate Index Fund

0.48

-5.73%

-2.65%

15.20%

21.02%

n/a

Benchmark: Dow Jones Wilshire REIT Index

n/a

-3.55%

-1.24%

17.93%

23.52%

13.30%

BNY Mellon Phantom Stock

YTD

1 Year
Annualized

3 Year
Annualized

5 Year
Annualized

10 Year
Annualized

BNY Mellon Phantom Stock*

n/a

19.59%

36.99%

15.24%

15.05%

9.28%

Investment performance figures are based on historical results and are not intended to suggest future performance, nor are they a prediction of future results. Values shown are total returns, i.e., they are the sum of interest and dividends plus changes in capital value and net of the expense ratio. The historical annualized performance is for the applicable 12-, 36-, 60- and 120-month periods ending October 31, 2007. Exchange-Traded Fund returns and Benchmark returns were provided by Morningstar and Bloomberg. BNY Mellon phantom stock returns were provided by Bloomberg. The benchmarks shown are for comparison only and have no investment management fees or any other fund expenses. It is not possible to invest in an index. The source for expense ratios and fund objectives for iShares funds was the iShare website, www.ishares.com . The source for expense ratios and fund objectives for SPDR funds was the American Stock Exchange website, www.amex.com .

*	The Bank of New York Mellon Corporation was formed by a merger of The Bank of New York Company, Inc. and Mellon Financial Corporation on July 2, 2007. Results for BNY Mellon phantom stock before July 2, 2007 are based on performance of the common stock of The Bank of New York Company, Inc.

December 2007

Exhibit 5.1 and 23.1

February 28, 2008

The Bank of New York Mellon Corporation

One Wall Street

New York, New York 10286

Re:

Registration Statement on Form S-8 for The Bank of New York

Mellon Corporation Deferred Compensation Plan for Directors

and Deferred Compensation Plan for Employees

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of the issuance by The Bank of New York Mellon Corporation, a Delaware Corporation (the “Company”), from time to time of up to 225,000 shares of its Common Stock, par value $.01 per share (the “Shares”), under the Company’s Deferred Compensation Plan for Directors and the Company’s Deferred Compensation Plan for Employees (collectively, the “Plans”), we, as counsel for the Company, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Shares have been duly authorized, and when the registration statement relating to the Shares (the “Registration Statement”) has become effective under the Act and when the Shares have been duly issued and delivered as contemplated by the Plans and Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Yours truly,

/s/ REED SMITH LLP

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

The Bank of New York Mellon Corporation:

We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

New York, New York

February 27, 2008

Exhibit 24.1

POWER OF ATTORNEY

THE BANK OF NEW YORK MELLON CORPORATION

Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik, Arlie Nogay, Richard Pearlman and Bart Schwartz, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution, resubstitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities, to sign one or more new Registration Statements on Form S-8 or any other appropriate form or forms or to amend any currently filed registration statement or statements, all pursuant to the Securities Act of 1933, as amended, with respect to the registration of up to 225,000 shares of The Bank of New York Mellon Corporation’s Common Stock to be issued from time to time pursuant to the settlement of, or in connection with, phantom stock units issued pursuant to, or other obligations under, the Deferred Compensation Plan for Employees and the Deferred Compensation Plan for Directors (collectively, the “Plans”) and/or (b) up to $100,000,000 of deferred compensation obligations under the Plans, and any and all amendments (including post-effective amendments) thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This power of attorney shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation. It may be signed in counterparts, each one of which shall grant the authority described above as to its signatory or signatories.


/s/ Frank J. Biondi, Jr.				/s/ John A. Luke, Jr.
Frank J. Biondi, Jr., Director				John A. Luke, Jr., Director

/s/ Ruth E. Bruch				/s/ Robert Mehrabian
Ruth E. Bruch, Director				Robert Mehrabian, Director

/s/ Nicholas M. Donofrio				/s/ Mark A. Nordenberg
Nicholas M. Donofrio, Director				Mark A. Nordenberg, Director

/s/ Steven G. Elliott				/s/ Catherine A. Rein
Steven G. Elliott, Director				Catherine A. Rein, Director

/s/ Gerald L. Hassell				/s/ Thomas A. Renyi
Gerald L. Hassell, Director				Thomas A. Renyi, Director

/s/ Edmund F. Kelly				/s/ William C. Richardson
Edmund F. Kelly, Director				William C. Richardson, Director



/s/ Robert P. Kelly				/s/ Samuel C. Scott III
Robert P. Kelly, Director				Samuel C. Scott III, Director
And Principal Executive Officer

/s/ Richard J. Kogan				/s/ John P. Surma
Richard J. Kogan, Director				John P. Surma, Director

/s/ Michael J. Kowalski				/s/ Wesley W. von Schack
Michael J. Kowalski, Director				Wesley W. von Schack, Director