THE BANK OF NEW YORK COMPANY, INC.
EXCESS CONTRIBUTION PLAN
Amendment (the “Amendment) to The Bank of New York Company, Inc. Excess Contribution Plan (the “Plan”).
WHEREAS , The Bank of New York Company, Inc. has adopted the Plan;
WHEREAS, The Bank of New York Mellon Corporation (the “Company”) is the successor in interest by merger to
The Bank of New York Company, Inc.;
WHEREAS , Section 19 of the Plan provides that the Committee (as defined in the Plan) may amend the Plan at any
time, prospectively or retroactively, except in certain respects not material hereto;
WHEREAS , The Human Resources and Compensation Committee of the Board of Directors of the Company (the
“HRCC”) is the successor to the Committee (with the HRCC hereinafter being referred to as the “Committee”), and has been
delegated full authority by the Board of Directors of the Company to so amend or revise the terms of the plan on behalf of the
WHEREAS , in order to avoid certain adverse federal income tax consequences to holders of certain options under
the Plan as a result of Section 409A of the Internal Revenue Code relating to deferred compensation, the Committee (as defined
in the Plan) desires to implement certain amendments to the Plan;
WHEREAS, the Committee has heretofore delegated authority to amend the Plan for these purposes to the
Company’s Chief Executive Officer and has authorized the Chief Executive Officer to further delegate such authority to the
Company’s Chief Human Resources Officer; and
WHEREAS, the Company’s Chief Executive Officer has delegated authority to amend the Plan for these purposes to
the Company’s Chief Human Resources Officer.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, effective as of January 1, 2009:
1. The second sentence of Section 4 is amended in its entirety to read as follows:
“Within 30 days after the later of (a) the Participant’s termination of employment with the Company or (b) the Participant’s