MELLON FINANCIAL CORPORATION
LONG-TERM PROFIT INCENTIVE PLAN (2004)
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made this 10 th day of March, 2008, by and between The Bank of New York Mellon Corporation (the
“Corporation”), having its principal place of business in the State of New York,
, a key employee (the “Optionee”) of the Corporation.
WHEREAS, the Optionee is now employed by the Corporation (“Corporation,” when used herein with reference to
employment of the Optionee, shall include any Affiliate of the Corporation as defined in the Plan) as a key employee; and
WHEREAS, the Corporation maintains the Mellon Financial Corporation Long-Term Profit Incentive Plan (2004) (the
“Plan”) under which the Corporation may grant to certain key employees of the Corporation options to purchase common stock
of the Corporation (hereinafter “Common Stock”); and
WHEREAS, the Corporation desires to grant a stock option for «StockOptions» shares of Common Stock to the Optionee.
NOW THEREFORE, in consideration of the covenants and agreements herein contained and intending to be legally
bound, the parties hereto hereby agree with each other as follows:
SECTION 1: Employment
1.1 Neither the grant of the Option nor anything else contained in this Agreement 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.
SECTION 2: Stock Option
2.1 Subject to the terms and conditions set forth herein and to the terms of the Plan, the Corporation hereby grants to the
Optionee the right and option to purchase at any time and from time to time from the Corporation at a price of $42.31 per share
(the “Option Price”), which is the Fair Market Value, as defined in the Plan, of the shares of Common Stock covered by the
Option on the date of grant, up to, but not exceeding in the aggregate, the number of shares of Common St