Exhibit 10.82

THE BANK OF NEW YORK MELLON CORPORATION

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

FORM OF NONSTATUTORY STOCK OPTION AGREEMENT

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

SECTION 1: Grant

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

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

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

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

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

SECTION 3: Termination of Employment, Disability and Performance Adjustment

3.1 Termination of Employment .

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

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

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3.2 Specified Terminations of Employment .

(a) Termination Without Cause/With Cause . If the Optionee’s employment is terminated by the Corporation without “Cause,” as defined in Section 3.2(f) below, the unvested portion of the Option will expire on the Termination Date except in situations where vesting would have occurred but for (i) a delay pursuant to Section 3.5 below; or (ii) the fact that a determination has not yet been made as to whether a performance adjustment pursuant to Section 3.4 below is required, in which cases the unvested portion will vest in accordance with the terms of this Agreement provided that the Committee determines the effect, if any, of a performance adjustment, and the Optionee will have thirty days following the Termination Date (or later vesting date) to exercise the portion of the Option that was vested on the Termination Date (or later vesting date); provided, however, if the Optionee is entitled to separation/transition pay from the Corporation, (i) the Option will continue to vest as set forth in Section 2.1 hereof through the Payroll Separation Date, subject to adjustment and limitation as set forth in Section 3.4, (ii) the vested portion of the Option may be exercised for one year following the Payroll Separation Date and (iii) the unvested portion of the Option will expire on the Payroll Separation Date; provided further, in any case the Option may not extend beyond the Option Expiration Date. Notwithstanding anything to the contrary contained in this Agreement, upon the effective date of a termination of the Optionee’s employment with the Corporation for Cause, the Option will immediately expire without consideration or further action being required of the Corporation.

(b) Termination following Satisfaction of Age Criteria :

(i) Age 55 until 60 . If the Payroll Separation Date occurs on or after the Optionee’s attainment of age 55 but prior to age 60, the Option will continue to vest as set forth in Section 2.1 hereof through the Payroll Separation Date, subject to adjustment and limitation as set forth in Section 3.4, the unvested portion will expire on the Payroll Separation Date, and the Optionee will have three years from the Payroll Separation Date to exercise the portion of the Option that was vested as of such date (or, if earlier, until the Option Expiration Date).

(ii) Age 60 until 65 . If the Payroll Separation Date occurs on or after the Optionee’s attainment of age 60 but prior to age 65, the Option will continue to vest as set forth in Section 2.1 hereof during the five year period following the Payroll Separation Date, subject to adjustment and limitation as set forth in Section 3.4, the unvested portion will expire at the end of such period and the Optionee will have five years following the Payroll Separation Date to exercise the Option to the extent it is or becomes vested during such period (or, if earlier, until the Option Expiration Date).

(iii) Age 65 and over . If the Payroll Separation Date (or, if earlier, the Termination Date) occurs on or after the Optionee’s attainment of age 65, this Option will automatically become exercisable upon the next scheduled vesting date or, if later, the date the performance adjustment set forth in Section 3.4 is determined for the calendar year immediately preceding such next scheduled vesting date; provided, however , if the Optionee has not attained age 65 on the Termination Date but attains age 65 before the Payroll Separation Date, the Option will automatically become exercisable upon the next scheduled vesting date following the Optionee’s attainment of age 65 or, if later, the date the performance adjustment set forth in Section 3.4 is

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determined for the calendar year immediately preceding such next scheduled vesting date, in each case subject to adjustment and limitation as set forth in Section 3.4. The Optionee will have seven years following the Payroll Separation Date to exercise the Optionee’s vested Option (or if earlier, until the Option Expiration Date).

(c) Sale of Business Unit or Subsidiary . Subject to adjustment and limitation as set forth in Section 3.4, if the Optionee’s employment with the Corporation is terminated by the Corporation due to the sale of a business unit or subsidiary of the Corporation by which the Optionee is employed, and the Optionee is not otherwise entitled to transition/separation pay from the Corporation, any then unvested Option shall vest upon the next scheduled vesting date or, if later, the date the performance adjustment set forth in Section 3.4 is determined for the calendar year immediately preceding such next scheduled vesting date, on a pro-rata basis equal to (i) the number of whole and fractional months from the Grant Date through the Termination Date (without regard to any delayed vesting under Section 3.5 below), divided by (ii) 48 months, with the result multiplied by (iii) the total number of the shares subject to the Option, with that result reduced by (iv) the number of shares subject to the Option that were already vested as of the Termination Date. Any portion of the Option that will not vest pursuant to the pro-rata calculation in the prior sentence will expire on the Termination Date. In such case, the Optionee will have two years following the Termination Date to exercise the vested portion of the Option (or if earlier, until the Option Expiration Date).

(d) Death . Subject to adjustment and limitation as set forth in Section 3.4, if the Optionee shall die while employed by the Corporation, or within a period following termination of employment during which this Option remains exercisable, the then remaining unvested portion of this Option shall automatically become exercisable upon the next scheduled vesting date or, if later, the date the performance adjustment set forth in Section 3.4 is determined for the calendar year immediately preceding such next scheduled vesting date, and the executor or administrator of the Optionee’s estate or the person or persons to whom the Optionee shall have transferred such right by Will or by the laws of descent and distribution will have two years following the date of death to exercise the Optionee’s vested Option (or if earlier, until the Option Expiration Date).

(e) Change in Control . Subject to adjustment and limitation as set forth in Section 3.4, if the Optionee’s employment is terminated by the Corporation without “Cause”, as defined in Section 3.2(f) below, within two years after a Change in Control, as defined in Section 10.1(a) of the Plan, occurring after the Grant Date, this Option shall automatically become exercisable upon the next scheduled vesting date or, if later, the date the performance adjustment set forth in Section 3.4 is determined for the calendar year immediately preceding such next scheduled vesting date, and the Optionee will have one year following the later of the Payroll Separation Date or such next scheduled vesting date to exercise the Optionee’s vested Option (or in each case, if earlier, until the Option Expiration Date).

(f) Cause Definition . Solely for purposes of this Agreement, “Cause” shall mean when the Corporation or any Affiliate determines, in its sole discretion, that:

(i) the Optionee has been convicted of, or has entered into a pretrial diversion or entered a plea of guilty or nolo contendere (plea of no contest) to a crime or offense constituting a

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felony (or its equivalent under applicable laws outside the United States), or to any other crime or offense involving moral turpitude, dishonesty, fraud, breach of trust, money laundering, or any other offense that may preclude the Optionee from being employed with a financial institution;

(ii) the Optionee is grossly negligent in the performance of his or her duties or has failed to perform in any material respect the duties of his or her employment, including, without limitation, failure to comply with any lawful directive from the Corporation, other than by reason of incapacity due to disability or from any permitted leave of absence required by law;

(iii) the Optionee has violated the Corporation’s Code of Conduct or any of the policies of the Corporation governing the conduct of the Corporation’s business or his or her employment;

(iv) the Optionee has engaged in any misconduct which has the effect of being materially injurious to the Corporation, including, but not limited to, its reputation;

(v) the Optionee has engaged in an act of fraud or dishonesty, including, but not limited to, taking or failing to take actions intending to result in personal gain; or

(vi) if the Optionee is employed outside the United States and there are circumstances other than the above that warrant the immediate termination of his or her employment without any notice or payment in accordance with the terms of his or her employment agreement.

[(g) Special Termination Right . If the Optionee’s employment is terminated pursuant to the terms and conditions of the Special Termination Right, as such term is defined in                     , the unvested portion of the Option will vest and become immediately exercisable upon the Termination Date, except with respect to     % of the unvested portion subject to forfeiture as set forth in Section 3.4 which shall remain unvested until the application of the next performance adjustment has been determined, and will continue to be outstanding and in effect for five years following the Termination Date (or, if earlier, until the Option Expiration Date).]

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

3.3 Disability . Subject to adjustment and limitation as set forth in Section 3.4, this Option shall automatically vest and become exercisable upon the next scheduled vesting date following the first day for which the Optionee receives long-term disability benefits under the Corporation’s long-term disability plan or, if later, the date the performance adjustment set forth in Section 3.4 is determined for the calendar year immediately preceding such next scheduled vesting date, and the Optionee will have two years following such date to exercise the Optionee’s vested Option (or if earlier, until the Option Expiration Date).

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3.4 Performance Adjustment . If as of the end of any single calendar year during which any portion of the Option remains unvested (and without regard to the Optionee’s continued employment during such year), either (i) the Corporation’s Return on Tangible Common Equity is less than     %, or (ii) if the Optionee is, or was at any time on or after the Grant Date, directly responsible for a business unit and such business unit incurs a Net Operating Loss for such year, then     % of any unvested portion of this Option (applied uniformly to all unvested tranches) shall be forfeited and shall terminate[; provided, however , in the case of vesting pursuant to Section 3.2(g) the amount forfeited shall be the remaining unvested portion]. For the purposes of this Section, “Return on Tangible Common Equity” shall mean GAAP earnings divided by the annual average tangible common equity, excluding write-offs of intangibles and goodwill, and “Net Operating Loss” shall mean negative operating income, excluding write-offs of intangibles and goodwill. Prior to the determination of the performance adjustment for the calendar year, no unvested portion of the Option may vest or become exercisable [except as provided in Section 3.2(g)]. Performance adjustments shall be determined in good faith by the Committee, and following a Change in Control or other corporate-type event may include, without limitation, determinations with respect to the performance calculation and the applicable time period for measuring performance, so as to preserve as nearly as practicable the intended effect of this Section.

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

SECTION 4: Miscellaneous

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

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

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

4.4 Compliance with Laws . Notwithstanding any other provision hereof, the Optionee hereby agrees that he or she will not exercise the Option, and that the Corporation will not be

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obligated to issue any shares to the Optionee hereunder, if the exercise thereof or the issuance of such shares shall constitute a violation by the Optionee or the Corporation of any applicable laws, regulations or relevant regulatory requirements or interpretations in effect from time to time (“Applicable Laws”). Any determination in this connection by the Committee shall be final, binding and conclusive. The Corporation shall in no event be obliged to register any securities pursuant to the U.S. Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any Applicable Laws. For the avoidance of doubt, the Optionee understands and agrees that if any payment or other obligation under of arising from this Agreement or the Plan is in conflict with or is restricted by any Applicable Laws, then the Corporation may reduce, revoke, cancel, clawback or impose different terms and conditions to the extent it deems necessary or appropriate, in its sole discretion, to effect such compliance.

4.5 Plan Governs . This is the Award Agreement referred to in Section 2.3(b) of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. A copy of the Plan can be found on the Corporation’s equity award website or may be obtained from the Executive Compensation Division of the Corporation’s Human Resources Department. No amount of income received by an Optionee pursuant to this Agreement shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation.

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

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

4.8 Forfeiture and Repayment . If, directly or indirectly:

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

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

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

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

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

the Corporation may cancel all or any portion of this Option with respect to the shares not yet exercised and/or require repayment of any shares (or the value thereof) or amounts which were acquired from exercise of the Option. The Corporation shall have sole discretion to determine what constitutes grounds for forfeiture and/or repayment under this Section 4.8, and, in such event, the portion of this award that shall be cancelled and the sums or amounts that shall be repaid.

4.9 Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law rules calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this grant is made and/or to be performed.

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

4.11 Waiver . The Optionee acknowledges that a waiver by the Corporation of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

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

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Exhibit 10.83

THE BANK OF NEW YORK MELLON CORPORATION

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

FORM OF RESTRICTED STOCK UNIT AGREEMENT

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

SECTION 1: Restricted Stock Unit Award

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

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

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

SECTION 2: Restrictions on Transfer

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

3.1 Vesting Period, Required Tier 1 Common Capital Ratio and Forfeiture .

(a) Vesting . Subject to Sections 3.1(b), 3.2, 3.3, 3.6 and 5.6 hereof, if the Grantee remains continuously employed by the Corporation through the close of business on the applicable anniversary of the Grant Date, the RSUs shall vest and the restrictions on Disposition of the RSUs set forth in Section 2.1 hereof shall lapse in accordance with the following schedule:

  ¹ / ₃ of the RSUs will vest and the restrictions thereon shall lapse on the 1 ^st anniversary of the Grant Date;

  ¹ / ₃ of the RSUs will vest and the restrictions thereon shall lapse on the 2 ^nd anniversary of the Grant Date; and

  ¹ / ₃ of the RSUs will vest and the restrictions thereon shall lapse on the 3 ^rd anniversary of the Grant Date;

provided that all fractional RSUs, if any, are rounded up and vest as whole RSUs upon the earlier vesting date(s).

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

(c) Forfeiture Upon Termination of Employment . Subject to Sections 3.2 and 3.3 of this Agreement, upon the effective date of a termination of the Grantee’s employment with the Corporation occurring prior to the lapse of restrictions on Disposition pursuant to this Section 3.1, all RSUs then subject to restrictions on Disposition shall immediately be forfeited and returned to the Corporation without consideration or further action being required of the Corporation except in situations where vesting would have occurred but for (i) a delay pursuant to Section 3.4 below; or (ii) the fact that a determination has not yet been made as to whether the Performance Requirement has been satisfied or a performance adjustment pursuant to Section 3.6 below is required, in which cases the restrictions on Disposition shall lapse in accordance with the terms of this Agreement provided that the Committee determines that the Performance Requirement has been satisfied and the effect, if any, of a performance adjustment. The effective date of the Grantee’s termination shall be the date upon which the Grantee ceases to perform services as an employee of the Corporation, without regard to accrued vacation, severance or other benefits or the characterization thereof on the payroll records of the Corporation.

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(d) Forfeiture Upon Termination of Employment for Cause . Notwithstanding anything to the contrary contained in this Agreement, upon the effective date of a termination of the Grantee’s employment with the Corporation for “Cause,” as defined in Section 3.2(f) below, occurring prior to the lapse of restrictions on Disposition pursuant to this Section 3.1 or pursuant to Sections 3.2 or 3.3 hereof, all RSUs then subject to restrictions on Disposition shall immediately be forfeited and returned to the Corporation without consideration or further action being required of the Corporation.

3.2 Specified Terminations of Employment .

(a) Death . If Grantee’s employment with the Corporation is terminated by reason of the Grantee’s death the restrictions on Disposition of the RSUs set forth in Section 2.1 hereof shall lapse and such RSUs shall vest, subject to adjustment and limitation as set forth in Section 3.6, upon the next scheduled vesting date or, if later, the date the performance adjustment as set forth in Section 3.6 is determined for the calendar year immediately preceding such next scheduled vesting date.

(b) Sale of Business Unit or Subsidiary. Subject to adjustment and limitation as set forth in Section 3.6, if the Grantee’s employment terminates by reason of the Grantee’s termination by the Corporation due to a sale of a business unit or subsidiary of the Corporation by which the Grantee is employed and the Grantee is not otherwise entitled to transition/separation pay from the Corporation, the restriction on Disposition of the RSUs set forth in Section 2.1 shall lapse and the RSUs shall vest upon the next scheduled vesting date or, if later, the date the performance adjustment set forth in Section 3.6 is determined for the calendar year immediately preceding such next scheduled vesting date.

(c) Age & Service Rule, Termination Providing Transition/Separation Pay. Subject to adjustment and limitation as set forth in Section 3.6, if the Grantee’s employment terminates by reason of (i) a termination on or after the Grantee’s attainment of age 55 but prior to age 60 with ten years of credited employment with the Corporation, (ii) a termination on or after the Grantee’s attainment of age 60, or (iii) a termination providing transition/separation pay from the Corporation, the restriction on Disposition of the RSUs set forth in Section 2.1 shall lapse and the RSUs shall vest on the dates provided in Section 3.1(a), contingent upon the Grantee’s compliance with the covenants provided in Section 3.5 hereof. If Grantee fails to comply with such covenants, the RSUs shall immediately be forfeited.

(d) Other Age & Service Rule. Subject to adjustment and limitation as set forth in Section 3.6, if the Grantee’s employment with the Corporation terminates on or after the Grantee’s attainment of age 55 but prior to age 60 and the Grantee has less than ten years of credited employment with the Corporation, the restrictions on Disposition of the RSUs set forth in Section 2.1 shall lapse and the RSUs shall vest on the next scheduled vesting date or, if later, the date the performance adjustment set forth in Section 3.6 is determined for the calendar year immediately preceding such next scheduled vesting date, contingent upon the Grantee’s compliance with the covenants provided in Section 3.5 hereof, upon a number of RSUs equal to (i) the number of whole and fractional months from the Grant Date through the date upon which the Grantee’s employment is terminated, divided by (ii) 36, with the result multiplied by (iii) the number of RSUs awarded hereunder, with that result reduced by (iv) the number of RSUs awarded hereunder upon which the restrictions on Disposition had already lapsed as of such date of termination. In such

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case, any fractional RSUs shall be rounded up and any portion of the RSUs awarded hereunder that will not vest pursuant to the pro-rata calculation in the prior sentence shall be forfeited immediately upon the Grantee’s termination of employment. If Grantee fails to comply with such covenants, the RSUs shall immediately be forfeited.

(e) Change in Control . Subject to adjustment and limitation as set forth in Section 3.6, if the Grantee’s employment is terminated by the Corporation without “Cause,” as defined in Section 3.2(f) below, within two years after a Change in Control, as defined in Section 10.1(a) of the Plan, occurring after the Grant Date, the restrictions on Disposition of the RSUs set forth in Section 2.1 hereof shall lapse and the RSUs shall vest upon the next scheduled vesting date or, if later, the date the performance adjustment set forth in Section 3.6 is determined for the calendar year immediately preceding such next scheduled vesting date.

(f) Cause Definition . Solely for purposes of this Agreement, “Cause” shall mean when the Corporation or any Affiliate determines, in its sole discretion, that:

(i) the Grantee has been convicted of, or has entered into a pretrial diversion or entered a plea of guilty or nolo contendere (plea of no contest) to a crime or offense constituting a felony (or its equivalent under applicable laws outside the United States), or to any other crime or offense involving moral turpitude, dishonesty, fraud, breach of trust, money laundering, or any other offense that may preclude the Grantee from being employed with a financial institution;

(ii) the Grantee is grossly negligent in the performance of his or her duties or has failed to perform in any material respect the duties of his or her employment, including, without limitation, failure to comply with any lawful directive from the Corporation, other than by reason of incapacity due to disability or from any permitted leave of absence required by law;

(iii) the Grantee has violated the Corporation’s Code of Conduct or any of the policies of the Corporation governing the conduct of the Corporation’s business or his or her employment;

(iv) the Grantee has engaged in any misconduct which has the effect of being materially injurious to the Corporation, including, but not limited to, its reputation;

(v) the Grantee has engaged in an act of fraud or dishonesty, including, but not limited to, taking or failing to take actions intending to result in personal gain; or

(vi) if the Grantee is employed outside the United States and there are circumstances other than the above that warrant the immediate termination of his or her employment without any notice or payment in accordance with the terms of his or her employment agreement.

3.3 Disability . Subject to adjustment and limitation as set forth in Section 3.6, the restrictions on Disposition of the RSUs set forth in Section 2.1 hereof shall lapse and the RSUs shall vest upon the next scheduled vesting date following the first day for which the Grantee receives long-term disability benefits under the Corporation’s long-term disability plan or, if later, the date the performance adjustment set forth in Section 3.6 is determined for the calendar year immediately preceding such next scheduled vesting date.

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3.4 Delayed Vesting . Notwithstanding the foregoing provisions of this Section 3, any vesting under this Agreement which would otherwise occur within one year from the Grant Date will be delayed until the one year anniversary of the Grant Date except in the case of vesting that may occur due to death, disability or as may be required by prior written contractual obligation.

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

3.6 Performance Adjustment . If as of the end of any single calendar year during which any of the RSUs remain unvested (and without regard to the Grantee’s continued employment during such year), either (i) the Corporation’s Return on Tangible Common Equity, is less than %, or (ii) if the Grantee is, or was at any time on or after the Grant Date, directly responsible for a business unit and such business unit incurs a Net Operating Loss for such year, then % of any unvested portion of the RSUs (applied uniformly to all unvested tranches) shall be forfeited and shall terminate. For purposes of this Section, “Return on Tangible Common Equity” shall mean GAAP earnings divided by the annual average tangible common equity, excluding write-offs of intangibles and goodwill, and “Net Operating Loss” shall mean negative operating income, excluding write-offs of intangibles and goodwill. Prior to the determination of the performance adjustment for the calendar year, no unvested portion of the RSUs may vest. Performance adjustments shall be made within 2  ¹ / ₂ months following the end of the calendar year to which they pertain. Performance adjustments shall be determined in good faith by the Committee, and following a Change in Control or other corporate-type event may include, without limitation, determinations with respect to the performance calculation and the applicable time period for measuring performance, so as to preserve as nearly as practicable the intended effect of this Section.

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SECTION 4: Distribution and Settlement

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

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

SECTION 5: Miscellaneous

5.1 No Right to Employment . Neither the award of RSUs nor anything else contained in this Agreement or the Plan shall be deemed to limit or restrict the right of the Corporation to terminate the Grantee’s employment at any time, for any reason, with or without cause.

5.2 Compliance with Laws . Notwithstanding any other provision of this Agreement, the Grantee hereby agrees to take any action, and consents to the taking of any action by the Corporation, with respect to the RSUs awarded hereunder necessary to achieve compliance with applicable laws, regulations or relevant regulatory requirements or interpretations in effect from time to time (“Applicable Laws”). Any determination in this connection by the Committee shall be final, binding and conclusive. The Corporation shall in no event be obligated to register any securities pursuant to the U.S. Securities Act of 1933 (as the same shall be in effect from time to time) or to take any other affirmative action in order to cause the delivery of shares in book-entry form or otherwise therefore to comply with any Applicable Laws. For the avoidance of doubt, the Grantee understands and agrees that if any payment or other obligation under or arising from this Agreement, including without limitation dividend equivalent rights, or the Plan is in conflict with or is restricted by any Applicable Laws, then the Corporation may reduce, revoke, cancel, clawback or impose different terms and conditions to the extent it deems necessary or appropriate, in its sole discretion, to effect such compliance. If the Corporation determines that it is necessary or appropriate for any payments under this Agreement to be delayed in order to avoid additional tax, interest and or penalties under Section 409A of the Internal Revenue Code (the “Code”), then the payments would not be made before the date which is the first day following the six (6) month anniversary of the date of the Grantee’s termination of employment (or upon earlier death). If and to the extent required for purposes of compliance with Section 409A of the Code, (i) the definitions and requirements for Disability and Change in Control contained herein shall be interpreted in a manner compliant with the comparable definitions of Section 409A of the Code and (ii) if and to the extent that any specified payment date included within Section 3.2 or 3.3 hereof may not be applied in conformance with Section 409A of the Code then, subject to the foregoing sentence, payments will be made as provided in Section 4.1 and 3.1(a).

5.3 Plan Governs . This is the Award Agreement referred to in Section 2.3(b) of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall

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govern. A copy of the Plan can be found on the Corporation’s equity award website or may be obtained from the Executive Compensation Division of the Corporation’s Human Resources Department. No amount of income received by the Grantee pursuant to the RSUs shall be considered compensation for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Corporation.

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

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

5.6 Forfeiture and Repayment . If, directly or indirectly:

(a) during the course of the Grantee’s employment with the Corporation, the Grantee engages in conduct or it is discovered that the Grantee engaged in conduct that is materially adverse to the interests of the Corporation, including failures to comply with the Corporation’s rules or regulations, fraud, or conduct contributing to any financial restatements or irregularities;

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

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

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

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(e) any compensation that the Corporation has promised or paid to Grantee is required to be forfeited and/or repaid to the Corporation pursuant to applicable regulatory requirements;

the Corporation may cancel all or any portion of this award with respect to the RSUs subject to restrictions on Disposition and/or require repayment of any shares (or the value thereof) or amounts which were acquired from the award. The Corporation shall have sole discretion to determine what constitutes grounds for forfeiture and/or repayment under this Section 5.6, and, in such event, the portion of this award that shall be cancelled and the sums or amounts that shall be repaid.

5.7 Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of New York, other than any choice of law provisions calling for the application of laws of another jurisdiction. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York County, New York, or the federal courts for the United States for the Southern District of New York, and no other courts, where this grant is made and/or to be performed.

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

5.9 Waiver . The Grantee acknowledges that a waiver by the Corporation of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

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

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Exhibit 10.84

The Bank of New York Mellon Corporation

Defined Contribution

IRC SECTION 401(a)(17)

PLAN

PURPOSE

The purpose of The Bank of New York Mellon Corporation Defined Contribution IRC Section 401(a)(17) Plan (the “ Plan ”) is to provide deferred compensation on an unfunded basis for a select group of management or highly compensated employees. The deferred compensation provided hereunder is intended to supplement the benefits provided under The Bank of New York Mellon Corporation 401(k) Savings Plan (the “ 401(k) Plan ”) to such employees whose Retirement Contributions under the 401(k) Plan are limited due to the dollar maximums imposed on “qualified” plans by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (“ Code ”).

The Corporation hereby declares that its intention that the Plan be operated in compliance with the American Jobs Creation Act of 2004 and Section 409A of the Code. It is also the intention of the Corporation that the Plan be an “employee pension benefit plan” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) and that the Plan be the type of plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of Title I of ERISA. The Benefits Administration Committee (“ Committee ”) or a successor committee designated by the Corporation 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.

The following terms shall have the meanings ascribed to them in this Section. Capitalized terms used in this Plan which are not otherwise defined in this Section 1.00 shall have the meanings ascribed to them in the 401(k) Plan to which this Plan relates.

1.01 “ Beneficiary ” shall have the same meaning as defined in Article I, Definitions, of the 401(k) Plan, as such definition may be amended from time to time and shall mean the same person or persons designated or deemed designated as the Participant’s Beneficiary under the 401(k) Plan.

1.02 “ Corporation ” means The Bank of New York Mellon Corporation and the sponsor of this Plan.

1.03 “ Deemed Deposit Date ” shall mean the recordkeeping date as of which a Supplemental Retirement Contribution is deemed credited to an Eligible Employee’s Notional Account. Unless otherwise provided herein or by the Corporation, the Deemed Deposit Date for any Plan Year shall mean the date as of which Retirement Contributions are made to the 401(k) Plan for the same Plan Year; which date will generally occur in the first quarter of the Plan Year following the Plan Year to which the Retirement Contribution relates.

1.04 “ Disability ” or “ Disabled ” means where, by reason of any medically determinable physical or mental impairment that 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: (a) the Participant is unable to engage in any substantial gainful activity or (b) the 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; in each instance as determined by the Committee, in accordance with Section 409A(a)(2)(C) of the Code and Regulation Section

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1.409A-3(g)(4) promulgated thereunder, on the basis of written information supplied by the Participant.

1.05 “ Effective Date ” of this Plan shall be the date of its adoption as evidenced by the execution date of this Plan document.

1.06 “ Eligible Compensation ” shall have the same meaning as defined in Article I, Definitions, of the 401(k) Plan, as such definition may be amended from time to time; provided however; that, for purposes of this Plan, such Eligible Compensation in excess of 401(a)(17) Limit shall NOT be disregarded.

1.07 “ Eligible Employee ” shall be determined each Plan Year and shall mean any person eligible to receive an allocation of the Retirement Contribution provided under Article III, Contributions and Vesting, of the 401(k) Plan, with respect to such Plan Year.

1.08 “ Employer ” shall mean the Corporation and each entity controlled, directly or indirectly, by the Corporation.

1.09 “ 401(a)(17) Limit ” means the compensation limit described in Code Section 401(a)(17) in effect for such Plan Year.

1.10 “ 401(k) Plan ” means The Bank of New York Mellon Corporation 401(k) Savings Plan as amended and restated effective as of January 1, 2011, as amended.

1.11 “ Notional Account ” means the recordkeeping device used by the Corporation to account for the notional amounts to be credited to the Participant under the Plan as described in Section 3.02.

1.12 “ Notional Investment Options ” except as otherwise determined by the BIC, means those certain investment options – other than the option to invest in securities of the Corporation – available as of any time of reference under the 401(k) Plan (excluding any such options which may only be invested in through the so-called “self-directed account” feature) which will be used to determine the notional earnings and losses to be credited to a Participant’s Notional Account. To the extent not already provided to Participants as a result of their being eligible to participate in the 401(k) Plan, the Committee shall provide Participants with a description of the Notional Investment Options available hereunder from time to time.

1.13 “ Participant ” means any Eligible Employee eligible to receive a contribution with respect to any Plan Year in accordance with the provisions of Article II and/or who is credited with a Notional Account under the Plan.

1.14 “ Plan ” means this The Bank of New York Mellon Corporation Defined Contribution IRC Section 401(a)(17) Plan.

1.15 “ Plan Year ” means the calendar year.

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1.16 “ Retirement ” means the Participant’s Separation from Service, other than by reason of death, on or after the date (“ Retirement Date ”) on which the Participant has attained age sixty-five (65).

1.17 “ Retirement Contributions ” means those certain Employer Retirement Contributions described in Article III, Contributions and Vesting, of the 401(k) Plan, as such definition may be amended from time to time.

1.18 “ Service ” and “ Years of Service ” shall have the same meaning – and be calculated in the same manner – as service and years of service are defined and calculated under Article I, Definitions, of the 401(k) Plan, as such definition and calculation methods may be amended from time to time.

1.19 “ 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’ Notional Accounts.

(a) Effective as of the Effective Date, all Eligible Employees who are credited with a Retirement Contribution under the 401(k) Plan for any Plan Year beginning before or after the Effective Date shall be eligible to receive a Supplemental Retirement Contribution corresponding to the same Plan Year to which the Retirement Contribution relates.

(b) Each Eligible Employee described in (a) shall have a Supplemental Retirement Contribution allocated to the Eligible Employee’s Notional Account under this Plan as of the Deemed Deposit Date which corresponds to the date the related Retirement Contribution was credited to the Eligible Employee under the 401(k) Plan for the same Plan Year.

3.01 Amount of Supplemental Retirement Contribution

In respect of each Eligible Employee for any Plan Year, the Corporation agrees to credit to the Participant’s Notional Account a notional amount (the “ Supplemental Retirement Contribution ”) for such Plan Year equal to:

(a) The maximum Retirement Contribution to which the Participant would have been entitled under the 401(k) Plan for the same Plan Year but for the application of the 401(a)(17) Limit.

LESS:

(b) The actual Retirement Contribution credited to the Participant under the 401(k) Plan.

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No Supplemental Retirement Contribution will be credited to the Participant’s Notional Account for any Plan Year for which a Retirement Contribution was not made on behalf of the Participant under the 401(k) Plan.

3.02 Establishment of Notional Accounts.

“Notional Account” means the record-keeping device used by the Corporation to measure and determine the amounts to be paid to a Participant under the Plan. Separate Notional Accounts will be established for each Participant and as may be otherwise required. Notional Accounts shall be deemed to be credited with Notional gains or losses as provided in Section 3.06 from the date a Supplemental Retirement Contribution is credited in accordance with Section 3.03 through the Valuation Date.

3.03 Crediting of Supplemental Retirement Contributions; Earnings and Taxes

The Supplemental Retirement Contribution to which a Participant is entitled shall be credited to the Participant’s Notional Accounts as of the Deemed Deposit Date. To the extent the Supplemental Retirement Contribution is not credited on the same date as the Retirement Contribution to which it relates, it shall be adjusted to reflect earnings and losses based on the Notional Investment Options elected (or deemed elected) for the period beginning on the Deemed Deposit Date and ending on the crediting date. Any withholding of taxes or other amounts with respect to deferred compensation that is elected by the Participant and/or required by Federal, state or local law on account of such deemed crediting shall be withheld from the Participant’s Eligible Compensation and no amounts shall be withheld from the Supplemental Retirement Contribution deemed credited to the Participant hereunder.

3.04 Investment of Notional Account.

(a) Amounts Subject to Participant Direction . Subject to (b), all amounts credited to a Participant’s Notional Account shall be notionally invested at the direction (or deemed direction) of the Participant in one (1) or more of the Notional Investment Options. Except as otherwise provided in (b) with respect to a Participant’s initial investment election, Participant investment elections under the 401(k) Plan shall not be applied to the corresponding Notional Investment Options under this Plan.

(b) Initial Investments . Until such time as a Participant makes his investment elections on a form provided by or acceptable to the Plan Manager, such Participant’s Notional Account shall be notionally invested in the same Notional Investment Options as are the Participant’s Retirement Contributions actually invested under the 401(k) Plan determined as of the date the Participant first became a Participant under this Plan; provided, however , that to the extent any such Participant’s Retirement Contributions are invested through the Self-Directed Account or in the Employer Stock Fund, the portion of the Participant’s Notional Account that would otherwise be invested in such options shall be notionally invested in the Notional Investment Option which corresponds to the Qualified Default Investment Option under the 401(k) Plan; provided, further , that to the extent any such Participant has no investment elections in effect under the 401(k) Plan, the Participant’s entire Notional Account shall be invested in the Notional Investment Option which corresponds to such Qualified Default Investment Option

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(collectively, the “ Default Investments ”). By way of clarification and not limitation, a Participant’s Default Investments will not be affected by any election to change his or her separate investment elections under the 401(k) until such time, if ever, as the Participant makes an affirmative election to change his or her Default Investments under this Plan in accordance with Section 3.04(c).

(c) Change in Investment Elections . A Participant may elect to change the manner in which: (i) future Supplemental Retirement Contributions and/or (ii) amounts previously credited to the Participant’s Notional Account; are notionally invested by timely submitting the change to the Plan Manager on a form provided by or acceptable to the Plan Manager. Such changes may be made daily in accordance with the administrative rules established by the Plan Manager and, to the extent administratively practicable, shall be effective as of the Market Close on the Trade Date as such terms are defined in Article IV, Investment and Valuation of Accounts, of the 401(k) Plan.

(d) Limitations on Investments . Notwithstanding anything contained in this Plan to the contrary, a Participant’s investment directions with respect to Notional Investment Options shall be subject to the same suspensions, limitations, terminations or restrictions applicable to similar actual investment directions under the 401(k) Plan; including, by way of illustration and not limitation, suspensions, limitations, terminations or restrictions which: (i) limit the number of investment directions to a particular Notional Investment Option over a stated period of time; (ii) establish daily trading deadlines for receipt of Participant directions to a particular Notional Investment Option (or all Notional Investment Options) earlier than the deadline applicable to investment directions to other Notional Investment Options under the Plan or to the deadline applicable to the trading in the Notional Investment Option outside the Plan; (iii) impose fees, payable by the Participant to the affected Notional Investment Option, on redemptions of investments in a particular option which occur within a stated period of time; (iv) require the temporary or permanent manual processing of investment directions of Participants determined to have violated any established and communicated trading restriction or limitation; and (v) require the temporary or permanent termination of a Participant’s entitlement to make investments in a particular Notional Investment Option.

3.05 Valuation of Notional Investment Options.

A Participant’s interest in each Notional Investment Option shall be represented by “shares” of participation. The value of each Notional Investment Option and the net asset value of a share in each Notional Investment Option shall be determined in the same manner as such option and share values are determined for the corresponding investment options under the 401(k) Plan. The Plan Manager shall be entitled to rely on such valuations of any Notional Investment Options provided by an investment manager, the sponsor of an investment fund included within the Notional Investment Options or any other person, provided that such reliance is consistent with the provisions of applicable law.

3.06 Valuation of Notional Accounts.

A Participant’s Notional Account reflects his interest in each Notional Investment Option. After determining the share values of each Notional Investment Option in accordance with Section

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3.05, each Notional Investment Option held in the Participant’s Notional Account shall be: (a) credited with shares to reflect the sum of any Supplemental Retirement Contributions, dividends, fund transfers or other increments invested in such Option and (b) debited with shares to reflect the sum of any forfeitures, fund transfers, or other decrements to such Option; since the prior Valuation Date. All such credits and debits shall be made in accordance with the procedures set forth in Article IV, Investment and Valuation of Accounts, of the 401(k) Plan. The value of a Participant’s Notional Account as of any time of reference shall be the aggregate value of the shares of such Notional Investment Options so credited to the Participant’s Account.

3.07 Vesting of Notional Accounts.

A Participant’s interest in amounts credited to his Notional Account shall fully vest upon the Participant’s completion of three (3) Years of Service; provided, however, that such Participant shall become fully vested with respect to such amounts if, while an employee of the Corporation, he attains his Retirement Date, incurs a Disability, or dies. For purposes of determining Years of Service under the preceding sentence, if a Participant who is not vested in his Notional Account incurs a Break in Service and he is later reemployed as an employee, the Service to which he was entitled before the Break in Service shall be restored to him effective as of his Employment Commencement Date. If a Participant who is not vested in his Notional Account terminates employment with the Corporation and is not later reemployed as an employee, his Notional Account shall be forfeited as of the Valuation Date which coincides with or next follows the date on which the Participant incurs five (5) consecutive one (1) year Breaks in Service (as defined in Article I, Definitions, of the 401(k) Plan). If, after the Participant’s termination of employment from all members of the Controlled Group, the Participant receives a distribution of the entire vested portion of his Accrued Benefit and he is later reemployed prior to incurring five (5) consecutive one (1) year Breaks in Service, any forfeited amount of his Notional Account shall be restored.

3.08 Statement of Notional Account.

The Corporation shall submit to each Participant periodic statements setting forth the balance to the credit of the Notional Account maintained for the Participant.

3.09 Payment of Notional Account

(a) Payment Events . A Participant’s Notional Account shall become payable upon the first to occur of a Participant’s Retirement, death, Disability or other Separation from Service from the Corporation and all members of the Controlled Group and without regard to whether the Participant elects to commence his benefit under the 401(k) Plan. By way of clarification and not limitation, a Participant’s Notional Account shall not be available for loans, hardship withdrawals or any other form of withdrawal or distribution not described in the prior sentence.

(b) Form of Payment . A Participant’s Notional Account shall be paid in the form of single lump sum payment.

(c) Time of Payment . Subject to (d), a Participant’s Notional Account shall be paid as soon as administratively possible on or after the first day of the month following the

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occurrence of a payment event described in (a); provided, however, that such Account shall be paid in the same taxable year if the payment event occurs prior to December 1 ^st .

(d) Compliance of Plan with Section 409A . Notwithstanding anything to the contrary in (c) or in any other provision of this Plan, if a Participant is a “specified employee” as determined pursuant to Section 409A of the Code (“ Section 409A ”) as of the date of such Participant’s “separation from service” (within the meaning of Treasury Regulation 1.409A-1(h)) and if any payment of a Participant’s Notional Account under this Plan both (i) constitutes a “deferral of compensation” within the meaning of Section 409A and (ii) cannot be paid in the manner otherwise provided without subjecting the Participant to “additional tax”, interest or penalties under Section 409A, then any such payment that is payable during the first six months following the Participant’s “separation from service” shall be paid or provided to the Participant in a cash lump-sum as soon as administratively possible on or after the first business day of the seventh calendar month following the month in which the Participant’s “separation from service” occurs or, if earlier, at the Participant’s death.

(e) Value of Notional Account . The value of a Participant’s Notional Account to be distributed in accordance with this Section 3.09 shall be determined as of the Valuation immediately preceding the payment date determined in accordance with this Section.

(f) Source of Payment . The Corporation shall make any and all distributions pursuant to this Plan in cash out of its general assets.

(g) Withholding and Payroll Taxes . The Corporation shall withhold from payments made hereunder any taxes required to be withheld from such payments under Federal, state or local law.

(h) No Acceleration . To assure avoidance of payment acceleration which would be impermissible and subject to penalty under Code Section 409A, when payment is to be made in or for a particular month, payment cannot be made earlier than that month.

4.01 Amendment .

The Corporation shall have the right to amend this Plan at any time; provided, however, that no amendment shall directly or indirectly deprive any Participant or Beneficiary of the amount accrued to the Participant’s Notional Account as of the date of the 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 8.02.

4.02 Termination .

The Corporation shall have the right to partially or completely terminate the Plan if, in its judgment, the tax, accounting or other effects of the continuation of the Plan or potential payments thereunder would not be in the best interests of the Corporation. The Corporation may also determine to provide for payouts to Participants in connection with such partial or complete termination, provided such payouts are consistent with Code Section 409A.

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The Corporation 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 Corporation, 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 Corporation for any such payments. Notwithstanding the foregoing, the Committee may assign and/or accelerate the payment of a Participant’s vested Notional Account balance 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.

The Corporation shall be responsible for the payment of all benefits provided under the Plan. At its discretion, the Corporation may establish one or more trusts, with such trustees as the Corporation 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 Corporation’s creditors. To the extent any benefits provided under the Plan are actually paid from any such trust, the Corporation 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 Corporation.

7.01 Applicable Law

This Plan shall be governed by, and construed in accordance with, the laws of the State of New York, except to the extent that the laws of the State of New York shall have been specifically preempted by federal law.

7.02 Liability of Employees, Officers and Directors of the Corporation

No past, present or future employees, officers or directors of the Corporation shall be personally liable to any Participant, beneficiary or other person under any provision of this Plan.

7.03 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

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ERISA or regulations thereunder with respect to any Plan Year, then such Participant will not be eligible to receive a Supplemental Retirement Contribution under this Plan for any such Plan Year.

7.04 General Condition

Nothing contained herein shall be deemed to give any Participant or the Participant’s surviving spouse or beneficiary any interest in this Plan or in any other specific property of the Corporation or any right except to receive such distributions as are expressly provided for in this Plan. Establishment of the Plan shall not be construed to give any Participant the right to be retained in the service of the Corporation or any of its affiliates.

7.05 Forfeitures to the Corporation

In case the Corporation 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 Corporation’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 Corporation.

7.06 Corporate Successors

The Plan shall not be automatically terminated by a transfer or sale of assets of the Corporation or by the merger or consolidation of the Corporation into or with any other corporation or other entity, but the Plan shall be continued after such sale, merger or consolidation only if and to the extent that the transferee, purchaser or successor entity, agrees to continue the Plan. In the event that the Plan is not continued by the transferee, purchaser or successor entity, then the Plan shall terminate subject to the provisions of Section 4.00.

8.01 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.

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8.02 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 Corporation or an Employer, 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 those duties and responsibilities described in “The Bank of New York Mellon Benefits Administrative Committee Charter and Summary of Operations” approved by the Appointing and Monitoring Committee July 21, 2008 and adopted by the Committee on October 16, 2008, as may be amended from time to time (the “ BAC Charter ”).

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).

8.03 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 BAC Charter.

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.

8.04 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 Corporation as to the purposes of the Plan.

8.05 Limitation of Liability.

The members of the Committee, and any officer, employee, or agent of the Corporation or any Employer, shall not incur any liability individually or on behalf of any other individuals or on

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behalf of the Corporation 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.

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 Corporation.

8.07 Removal and Resignation.

Any member of the Committee may resign and the Corporation may remove any member of the Committee in accordance with the procedures established by the BAC Charter. The Committee shall remain fully operative pending the filling of any vacancies, the remaining Committee members having full authority to administer the Plan.

8.08 Claims Procedures.

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.

IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed this 20th day of December , 2012.

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