10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ ü ] Quarterly Report Pursuant To Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2009

or

[    ] Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Commission File No. 000-52710

THE BANK OF NEW YORK MELLON CORPORATION

(Exact name of registrant 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, New York 10286

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code — (212) 495-1784

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

        Yes ü     No        

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

        Yes ü     No        

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     [ ü ]	Accelerated filer     [     ]
Non-accelerated filer       [     ]  (Do not check if a smaller reporting company)	Smaller reporting company     [     ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes            No    ü    

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of Sept. 30, 2009
Common Stock, $0.01 par value	1,204,243,958

THE BANK OF NEW YORK MELLON CORPORATION

THIRD QUARTER 2009 FORM 10-Q

TABLE OF CONTENTS

	Page
Consolidated Financial Highlights (unaudited)	2
Part I – Financial Information
Items 2. and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Quantitative and Qualitative Disclosures About Market Risk:
General	4
Overview	4
Third quarter 2009 and subsequent events	5
Highlights of third quarter 2009 results	5
Impact of the market environment on our business	7
Fee and other revenue	8
Net interest revenue	11
Average balances and interest rates	13
Noninterest expense	15
Income taxes	16
Business segments review	16
Critical accounting estimates	33
Consolidated balance sheet review	33
Support agreements	45
Liquidity and dividends	45
Capital	48
Trading activities and risk management	50
Foreign exchange and other trading	52
Asset/liability management	52
Off-balance-sheet financial instruments	53
Supplemental information – Explanation of Non-GAAP financial measures	53
Recent accounting and regulatory developments	57
Government monetary policies and competition	60
Website information	60
Item 1. Financial Statements:
Consolidated Income Statement (unaudited)	62
Consolidated Balance Sheet (unaudited)	64
Consolidated Statement of Cash Flows (unaudited)	65
Consolidated Statement of Changes in Equity (unaudited)	66
Notes to Consolidated Financial Statements	67
Item 4. Controls and Procedures.	104
Forward-looking Statements.	105
Part II – Other Information
Item 1. Legal Proceedings	106
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	106
Item 6. Exhibits	106
Signature	107
Index to Exhibits	108

The Bank of New York Mellon Corporation

Consolidated Financial Highlights (unaudited)

	Quarter ended									Nine months ended
(dollar amounts in millions, except per share amounts and unless otherwise noted)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Results applicable to common shareholders of The Bank of New York Mellon Corporation:
Net income	$	(2,458	)	$	176		$	303		$	(1,960	)	$	1,358
Basic EPS		(2.05	)		0.15			0.26			(1.67	)		1.18
Diluted EPS (a)		(2.05	)		0.15			0.26			(1.67	)		1.17
Results from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation:
Income from continuing operations	$	(2,439	)	$	267		$	303		$	(1,809	)	$	1,348
Basic EPS from continuing operations		(2.04	)		0.23			0.26			(1.54	)		1.17
Diluted EPS from continuing operations (a)		(2.04	)		0.23			0.26			(1.54	)		1.16
Continuing operations:
Fee and other revenue	$	(2,216	)	$	2,257		$	2,926		$	2,177		$	8,897
Net interest revenue		716			700			681			2,191			1,812
Total revenue	$	(1,500	)	$	2,957		$	3,607		$	4,368		$	10,709
Return on common equity (annualized) (b)		N/M			4.0	%		4.3	%		N/M			6.3	%
Non-GAAP adjusted (c)		10.1	%		6.4	%		14.2	%		9.0	%		13.4	%
Return on tangible common equity (annualized) – Non-GAAP (c)		N/M			18.4	%		18.9	%		N/M			24.8	%
Non-GAAP adjusted (c)		32.0	%		23.3	%		50.2	%		32.3	%		45.5	%
Fee and other revenue as a percent of total revenue		N/M			76	%		81	%		50	%		83	%
Non-GAAP adjusted (c)		79	%		78	%		80	%		78	%		80	%
Annualized fee revenue per employee (based on average headcount) (in thousands)	$	248		$	241		$	287		$	241		$	292
Percent of non-U.S. fee revenue and net interest revenue		31	%		31	%		33	% (d)		30	%		34	% (d)
Pre-tax operating margin		N/M			17	%		7	%		N/M			19	%
Non-GAAP adjusted (c)		32	%		31	%		39	%		32	%		38	%
Net interest margin (FTE) (e)		1.85	%		1.80	%		1.92	% (d)		1.84	%		1.71	% (d)
Assets under management (“AUM”) at period end (in billions)	$	966		$	926		$	1,067		$	966		$	1,067
Assets under custody and administration (“AUC” ) at period end (in trillions)	$	22.1		$	20.7		$	22.4		$	22.1		$	22.4
Equity securities		29	%		27	%		28	%		29	%		28	%
Fixed income securities		71	%		73	%		72	%		71	%		72	%
Cross-border assets at period end (in trillions)	$	8.6		$	7.8		$	8.9		$	8.6		$	8.9
Market value of securities on loan at period end (in billions) (f)	$	299		$	290		$	470		$	299		$	470
Average common shares and equivalents outstanding (in thousands):
Basic		1,197,414			1,171,081			1,143,445			1,171,675			1,141,424
Diluted (a)		1,197,414			1,174,466			1,147,586			1,171,675			1,148,402
Capital ratios (g):
Tier 1 capital ratio		11.4	%		12.5	%		9.3	%		11.4	%		9.3	%
Tier 1 common to risk-weighted assets ratio (c)		9.9	%		11.1	%		8.0	%		9.9	%		8.0	%
Total (Tier 1 plus Tier 2) capital ratio		15.3	%		16.0	%		12.8	%		15.3	%		12.8	%
Common shareholders’ equity to assets ratio (c)		13.3	%		13.4	%		10.3	%		13.3	%		10.3	%
Tangible common shareholders’ equity to tangible assets ratio – Non-GAAP (c)		5.2	%		4.8	%		3.9	%		5.2	%		3.9	%

2    The Bank of New York Mellon Corporation

The Bank of New York Mellon Corporation

Consolidated Financial Highlights (unaudited) (continued)

	Quarter ended									Nine months ended
(dollar amounts in millions, except per share amounts and unless otherwise noted)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Return on average assets (annualized) (b)		N/M			0.52	%		0.61	%		N/M			0.92%
Selected average balances:
Interest-earning assets (h)	$	155,159		$	157,265		$	142,062		$	159,916		$	142,318
Total assets	$	205,786		$	208,533		$	198,827		$	211,427		$	198,539
Interest-bearing deposits (h)	$	93,632		$	98,896		$	86,016		$	98,140		$	90,634
Noninterest-bearing deposits (h)	$	34,920		$	32,852		$	32,953		$	36,915		$	27,679
Total shareholders’ equity	$	28,144		$	28,934		$	27,996		$	28,352		$	28,682
Other information at period end:
Employees		42,000			41,800			42,900			42,000			42,900
Dividends per common share	$	0.09		$	0.09		$	0.24		$	0.42		$	0.72
Dividend yield (annualized)		1.2	%		1.2	%		2.9	%		1.9	%		2.9%
Closing common stock price per common share	$	28.99		$	29.31		$	32.58		$	28.99		$	32.58
Market capitalization	$	34,911		$	35,255		$	37,388		$	34,911		$	37,388
Book value per common share	$	23.50		$	22.68		$	23.97		$	23.50		$	23.97
Tangible book value per common share – Non-GAAP (c)	$	7.54		$	6.60		$	6.65		$	7.54		$	6.65
Period end common shares outstanding (in thousands)		1,204,244			1,202,828			1,147,567			1,204,244			1,147,567

^(a) Diluted earnings per share for the three and nine months ended Sept. 30, 2009 was calculated using average basic shares. Adding back the dilutive shares would result in anti-dilution.

^(b) Return on common equity on a net income basis was not meaningful for the third quarter of 2009, 2.7% for the second quarter of 2009, 4.3% for the third quarter of 2008, not meaningful for the first nine months of 2009 and 6.3% for the first nine months of 2008. Return on average assets on a net income basis was not meaningful for the third quarter of 2009, 0.34% for the second quarter of 2009, 0.61% for the third quarter of 2008, not meaningful for the first nine months of 2009 and 0.91% for the first nine months of 2008. Return on average assets was calculated on a continuing operations basis even though the prior period balance sheets, in accordance with GAAP, have not been restated for discontinued operations.

^(c) See Supplemental Information beginning on page 53 for a calculation of these ratios.

^(d) Excluding the SILO/LILO charges, the percent of non-U.S. fee and net interest revenue was 32% and 33% for the quarter and nine months ended Sept. 30, 2008, respectively, and the net interest margin was 2.24% and 2.17% for the third quarter and nine months ended Sept. 30, 2008, respectively.

^(e) Prior periods are calculated on a continuing operations basis, even though the prior period balance sheets, in accordance with GAAP have not been restated for discontinued operations.

^(f) Represents the securities on loan, both cash and non-cash, managed by the Asset Servicing segment.

^(g) Includes discontinued operations.

^(h) Excludes the impact of discontinued operations.

N/M – Not meaningful.

The Bank of New York Mellon Corporation    3

Part I – Financial Information

Items 2. and 3. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Quantitative and Qualitative Disclosures about Market Risk

General

In this Quarterly Report on Form 10-Q, references to “our,” “we,” “us,” “BNY Mellon”, the “Company,” and similar terms refer to The Bank of New York Mellon Corporation.

Certain business terms used in this document are defined in the glossary included in our 2008 Annual Report on

Form 10-K.

The following should be read in conjunction with the Consolidated Financial Statements included in this report. Investors should also read the section entitled Forward-looking Statements.

How we reported results

All information in this Quarterly Report on Form 10-Q is reported on a continuing operations basis, unless otherwise noted. For a description of discontinued operations, see Note 4 to the Notes to Consolidated Financial Statements.

Throughout this Form 10-Q, certain measures, which are noted, exclude certain items. BNY Mellon believes that these measures are useful to investors because they permit a focus on period-to-period comparisons which relate to our ability to enhance revenues and limit expenses in circumstances where such matters are within our control. We also present certain amounts on a fully taxable equivalent (FTE) basis. We believe that this presentation provides comparability of amounts arising from both taxable and tax-exempt sources, and is consistent with industry practice. The adjustment to an FTE basis has no impact on net income. See the Supplemental information – Explanation of Non-GAAP financial measures beginning on page 53 for a reconciliation of amounts presented in accordance with GAAP to adjusted Non-GAAP amounts.

In the first quarter of 2009, we adopted new guidance from the Financial Accounting Standards Board (“FASB”) on the recognition and presentation of other-than-temporary-impairments that is included in Accounting Standard Codification (“ASC”) 320, Investments-Debt and Equity Securities. We also

adopted new guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. The impact of adopting this guidance is discussed in Critical Accounting Estimates and Notes 5 and 16 to the Notes to Consolidated Financial Statements.

Overview

BNY Mellon is the corporate brand of The Bank of New York Mellon Corporation (NYSE symbol: BK). BNY Mellon is a global leader in providing a comprehensive array of services that enable institutions and individuals to manage and service their financial assets in more than 100 markets worldwide. We strive to be the global provider of choice for asset and wealth management and institutional services and be recognized for our broad and deep capabilities, superior client service and consistent outperformance versus peers. Our global client base consists of financial institutions, corporations, government agencies, endowments and foundations and high-net-worth individuals. At Sept. 30, 2009, we had $22.1 trillion in assets under custody and administration and $966 billion in assets under management, serviced $11.9 trillion in outstanding debt and, on average, processed $1.6 trillion of global payments per day.

BNY Mellon’s businesses benefit during periods of global growth in financial assets and concentration of wealth, and also benefit from the globalization of the investment process. Over the long term, our financial goals are focused on deploying capital to accelerate the long-term growth of our businesses and on achieving superior total returns to shareholders by generating first quartile earnings per share growth over time relative to a group of peer companies.

Key components of our strategy include: providing superior client service versus peers; strong investment performance (relative to investment benchmarks); above median revenue growth (relative to peer companies for each of our businesses); an increasing percentage of revenue and income derived from outside the U.S.; successful integration of

4    The Bank of New York Mellon Corporation

acquisitions and competitive margins; and positive operating leverage. We have established Tier 1 capital as our principal capital measure and have established a targeted minimum ratio of Tier 1 capital to risk-weighted assets of 10%.

Third quarter 2009 and subsequent events

Investment securities portfolio restructuring

Consistent with our ongoing strategy to reduce balance sheet risk, and reflecting the recent improvement in the fixed income markets, we sold or are in the process of restructuring the watch list portion of our investment securities portfolio.

The sales and restructuring impact approximately $12.1 billion (pre-restructuring amortized cost) of investment securities. As a result of investment securities sales and restructuring in the third quarter of 2009, we recognized a charge of $4.8 billion (pre-tax). Subsequent to Sept. 30, 2009, approximately $2.1 billion (pre-restructuring amortized cost of $3.6 billion) of the lowest quality securities were sold at fair value. The majority of the restructured securities are expected to be retained on BNY Mellon’s balance sheet.

The charge for restructuring the securities portfolio had a minimal impact on the tangible capital ratio, as approximately 90% of the charge had previously been reflected in tangible capital.

After giving effect to the securities sales and restructuring described above, the net unrealized loss on the investment securities portfolio was $1.4 billion (pre-tax) at Sept. 30, 2009, an improvement of $6.3 billion compared with June 30, 2009.

As a result of the restructuring, we expect net interest revenue to be positively impacted by approximately $125-175 million in 2010.

Repurchased warrant related to TARP

On Aug. 5, 2009, BNY Mellon repurchased, for $136 million, the warrant issued to the U.S. Treasury in connection with the Troubled Asset Relief Program (“TARP”) Capital Purchase Program.

Settlement with the Russian Federal Customs Service

In October 2009, the Federal Customs Service of the Russian Federation (the “Customs Service”) and The Bank of New York Mellon (the “Bank”), a subsidiary of BNY Mellon, settled the litigation filed by the Customs Service in the Arbitrazh Court of the City of Moscow.

Under the terms of the agreement, the Customs Service agreed to withdraw its $22.5 billion lawsuit, the proceedings were terminated by the Arbitrazh Court, and the Customs Service and the Bank exchanged mutual releases. Without any admission of liability, the Bank agreed to pay $14 million, which was previously accrued, in trial costs and expenses to the Customs Service in consideration for the settlement.

Acquisition of Insight Investment Management

In November 2009, we acquired Insight Investment Management Limited (“Insight Investment”) from Lloyds Banking Group plc for £235 million ($377 million of cash and stock). Based in London, Insight Investment specializes in liability-driven investment solutions, active fixed income and alternative investments. Its clients include some of the UK’s largest pension schemes, corporates, insurance companies and local authorities, along with a growing number of non-UK clients and some of the best-known financial services and intermediary companies. Insight Investment has approximately £83 billion ($133 billion) in assets under management.

Insight Investment will join the other investment boutiques at BNY Mellon Asset Management.

Siguler Guff & Company, LLC investment

In November 2009, BNY Mellon acquired a 20% minority interest in Siguler Guff & Company, LLC (and certain related entities), a multi-strategy private equity firm with approximately $8 billion in assets under management and committed capital.

Highlights of third quarter 2009 results

We reported a loss from continuing operations applicable to the common shareholders of BNY Mellon of $2.4 billion or $2.04 per diluted common share in the third quarter of 2009. This compares

The Bank of New York Mellon Corporation    5

with net income of $303 million, or diluted earnings per common share of $0.26, in the third quarter of 2008 and $267 million, or diluted earnings per common share of $0.23, in the second quarter of 2009.

Net loss applicable to common shareholders, including discontinued operations, totaled $2.5 billion, or $2.05 per diluted common share, in the third quarter of 2009, compared with net income of $303 million, or $0.26 per diluted earnings per common share, in the third quarter of 2008 and $176 million, or $0.15 per diluted earnings per common share, in the second quarter of 2009.

Results for the third quarter of 2009 include the following:

• The investment securities portfolio restructuring charge of $4.8 billion (pre-tax), or $2.54 per diluted common share described above under “Investment securities portfolio restructuring.” (See Consolidated balance sheet review beginning on page 33); and

• Merger and integration (“M&I”) expenses of $54 million (pre-tax), or $0.03 per diluted common share. (See Noninterest expense beginning on page 15).

Highlights for the third quarter of 2009 include:

• Assets under custody and administration (“AUC”) totaled $22.1 trillion at Sept. 30, 2009 compared with $22.4 trillion at Sept. 30, 2008 and $20.7 trillion at June 30, 2009. The year-over-year decrease reflects continued new business wins, which were more than offset by lower market values, while the sequential increase primarily reflects higher market values and new business. (See the Institutional Services sector on page 25).

• Assets under management (“AUM”) totaled $966 billion at Sept. 30, 2009 compared with $1.1 trillion at Sept. 30, 2008 and $926 billion at June 30, 2009. The year-over-year decrease reflects lower market values and long-term outflows, while the sequential increase primarily reflects market appreciation offset in part by money market outflows. (See the Asset and Wealth Management sector on page 21).

• Securities servicing revenue totaled $1.2 billion in the third quarter of 2009 compared with $1.5 billion in the third quarter of 2008. Continued

new business wins were more than offset by lower securities lending revenue, lower money market related distribution fees and lower market values. (See the Institutional Services sector on page 25).

• Securities lending fee revenue totaled $43 million in the third quarter of 2009 compared with $155 million in the third quarter of 2008. The decrease reflects lower loan balances due to de-leveraging in the financial markets and narrower spreads. Securities lending assets totaled $299 billion at Sept. 30, 2009 compared with $470 billion at Sept. 30, 2008 and $290 billion at June 30, 2009. (See the Institutional Services sector on page 25).

• Asset and wealth management fees, including performance fees, totaled $650 million in the third quarter of 2009 compared with $795 million in the third quarter of 2008. The decrease reflects global weakness in market values, partially offset by new business. (See the Asset Management and Wealth Management segments beginning on page 22).

• Foreign exchange and other trading activities revenue totaled $246 million in the third quarter of 2009 compared with $385 million in the third quarter of 2008. The decrease reflects lower foreign exchange revenue, driven by lower volumes and volatility, as well as a lower valuation of credit swaps used to economically hedge the loan portfolio. (See Fee and other revenue beginning on page 8).

• Investment income and other revenue totaled $205 million in the third quarter of 2009, increasing $121 million year-over-year and $152 million sequentially, primarily as a result of leasing gains and a gain on the sale of VISA shares. (See Fee and other revenue beginning on page 8).

• Net interest revenue totaled $716 million in the third quarter of 2009 compared with $681 million in the third quarter of 2008. The increase reflects the SILO/LILO charge recorded in the third quarter of 2008. (See Net interest revenue beginning on page 11).

• The provision for credit losses was $147 million in the third quarter of 2009 compared with $23 million in the third quarter of 2008. The increase primarily relates to downgrades in the insurance and media portfolios. (See Asset quality and allowance for credit losses beginning on page 41).

6    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

• Noninterest expense totaled $2.3 billion in the third quarter of 2009 compared with $3.3 billion in the third quarter of 2008. The decrease primarily reflects lower support agreement charges and lower staff expense. (See Noninterest expense beginning on page 15).

• The unrealized net of tax losses on our total investment securities portfolio was $1.0 billion at Sept. 30, 2009 compared with $4.8 billion at June 30, 2009 and $2.8 billion at Sept. 30, 2008. The sequential improvement reflects $3.0 billion related to the restructuring of the investment securities portfolio and $0.8 billion resulting from the improvement in the fixed income markets. (See Consolidated balance sheet review beginning on page 33).

• The Tier 1 capital ratio was 11.4% at Sept. 30, 2009 compared with 12.5% at June 30, 2009 and 9.3% at Sept. 30, 2008. The increase in the Tier 1 capital ratio year-over-year primarily reflects common stock issuances in 2009, lower risk-weighted assets and earnings retention offset by the charge related to restructuring of the investment securities portfolio. The decrease sequentially primarily reflects the charge related to the restructuring of the investment securities portfolio. (See Capital beginning on page 48).

Impact of the market environment on our business

The following section discusses the impact of the current market environment on BNY Mellon’s operations.

Impact on our business

Our Asset and Wealth Management businesses have been negatively impacted by global weakness in market values. The average S&P 500 and the average FTSE indices declined 21% and 12%, respectively, from the third quarter of 2008, resulting in lower asset and wealth management fee revenue, and impacting performance fees.

Foreign exchange (“FX”) revenues returned to more normalized levels in 2009 from the record levels experienced in the fourth quarter of 2008, reflecting lower customer volumes and volatility.

Results in our securities lending business continue to be impacted by lower market valuations and narrower spreads, as well as overall de-leveraging in the financial markets compared with 2008. In the

third quarter of 2009, spreads continued to narrow and are returning to more historic levels.

Market conditions continue to drive a lower volume of fixed income securities issuances globally, which has adversely impacted our Corporate Trust business.

The current low interest rate environment continues to adversely impact our net interest revenue and corresponding net interest margin, as well as money market mutual fund related fees.

The market environment has also resulted in new opportunities for BNY Mellon, primarily through our Global Corporate Trust and Asset Servicing businesses. Among other things, these businesses continue to play a role in supporting governments’ stabilization efforts in North America and Europe to bring liquidity back to the financial markets.

FDIC Temporary Liquidity Guarantee Program

In October 2008, the Federal Deposit Insurance Corporation (“FDIC”) announced the Temporary Liquidity Guarantee Program (“TLGP”). This program, as amended by interim rules adopted in February, March and September 2009:

• Guarantees certain types of senior unsecured debt issued by participating U.S. bank holding companies, U.S. savings and loan holding companies and FDIC-insured depositary institutions between Oct. 14, 2008 and Oct. 31, 2009, including promissory notes, commercial paper and any unsecured portion of senior debt. Prepayment of debt not guaranteed by the FDIC and replacement with FDIC-guaranteed debt is not permitted. In the first quarter of 2009, BNY Mellon issued approximately $600 million of FDIC-guaranteed debt maturing June 29, 2012 under this program, which was the maximum amount of the debt permissible for it under the TLGP. BNY Mellon is obligated to pay to the FDIC an assessment fee at a rate of 100 basis points per annum on the aggregate principal amount of its FDIC-guaranteed debt under this program. At Sept. 30, 2009, $2 billion of FDIC-guaranteed debt is included in the investment securities portfolio.

• Provides full FDIC deposit insurance coverage for funds held by participating FDIC-insured depository institutions (“IDI”) in noninterest-

The Bank of New York Mellon Corporation    7

bearing transaction deposit accounts until Dec. 31, 2009, extended until June 30, 2010 as discussed below. For such accounts, a 10 basis point surcharge on the depository institution’s current assessment rate will be applied to deposits not otherwise covered by the existing deposit insurance limit of $250,000. In the fourth quarter of 2009, the FDIC extended the expiration of this program until

June 30, 2010. On Nov. 2, 2009, BNY Mellon elected to opt-out of the six month extension of this program. Our participation in the current program will continue until Dec. 31, 2009. IDIs that continue to participate in the program would be subject to increased fees (from 15-25 basis points, depending on the risk category applicable to the IDI versus the current 10 basis points). At Sept. 30, 2009, $26 billion of deposits with us were covered by the FDIC’s TLGP.

Fee and other revenue

Fee and other revenue										3Q09 vs.				Year-to-date						YTD09 vs.
(dollars in millions unless otherwise noted)	3Q09			2Q09			3Q08			3Q08		2Q09		2009			2008			YTD08
Securities servicing fees:
Asset servicing	$	600		$	574		$	653	(a)	(8	)%	5	%	$	1,693		$	1,982	(a)	(15	)%
Securities lending revenue (b)		43			97			155		(72	)	(56	)		230			602		(62	)
Issuer services		359			372			477		(25	)	(3	)		1,095			1,297		(16	)
Clearing services		236			250			259		(9	)	(6	)		739			786		(6	)
Total securities servicing fees		1,238			1,293			1,544		(20	)	(4	)		3,757			4,667		(19	)
Asset and wealth management fees		650			637			795		(18	)	2			1,903			2,517		(24	)
Foreign exchange and other trading activities		246			237			385		(36	)	4			790			952		(17	)
Treasury services		128			132			129		(1	)	(3	)		385			382		1
Distribution and servicing		94			107			107		(12	)	(12	)		312			315		(1	)
Financing-related fees		56			54			44		27		4			158			142		11
Investment income		121			44			47		N/M		N/M			148			162		(9	)
Other		84			9			37		N/M		N/M			108			147		(27	)
Total fee revenue	$	2,617		$	2,513		$	3,088		(15	)%	4	%	$	7,561		$	9,284		(19	)%
Net securities (losses)		(4,833	)		(256	)		(162	)	N/M		N/M			(5,384	)		(387	)	N/M
Total fee and other revenue	$	(2,216	)	$	2,257		$	2,926		N/M		N/M		$	2,177		$	8,897		(76	)%
Fee and other revenue as a percentage of total revenue (c)		N/M			76	%		81	%						50	%		83	%
Market value of AUM at period end (in billions)	$	966		$	926		$	1,067		(9	)%	4	%	$	966		$	1,067		(9	)%
Market value of AUC or administration at period end (in trillions)	$	22.1		$	20.7		$	22.4		(1	)%	7	%	$	22.1		$	22.4		(1	)%

^(a) In the second quarter of 2009, global sub-custodian out-of-pocket expense related to client reimbursement was reclassified from sub-custodian expense to asset servicing revenue. This reclassification totaled $4 million in the third quarter of 2008 and $18 million in the first nine months of 2008.

^(b) Included in asset servicing revenue on the income statement.

^(c) Excluding investment securities losses and the second and third quarter 2008 SILO/LILO charges, fee and other revenue as a percentage of total revenue was 79% in the third quarter of 2009, 78% in the second quarter of 2009, 80% in the third quarter of 2008, 78% in the first nine months of 2009 and 80% in the first nine months of 2008.

N/M – Not meaningful.

Fee revenue

The results of many of our businesses are influenced by client and market activities that vary by quarter.

Fee revenue decreased 15% versus the year-ago quarter primarily due to decreases in asset and wealth management fees, foreign exchange and other trading activities, issuer services revenue and securities lending revenue, partially offset by increases in investment income and other revenue. Sequentially, fee revenue increased 4% (unannualized) reflecting higher investment income, other revenue, asset

servicing revenue, asset and wealth management fees, and foreign exchange and other trading activities, partially offset by a decrease in securities lending revenue.

Securities servicing fees

Securities servicing fees were impacted by the following, compared with the third quarter of 2008 and second quarter of 2009:

8    The Bank of New York Mellon Corporation

• Asset servicing fees – Year-over-year results reflect the continued impact of new business wins which were more than offset by lower market values and lower client activity. Sequential results primarily reflect new business wins and higher market values.

• Securities lending revenue – The year-over-year results reflect lower loan balances due to de-leveraging in the market, lower market values and narrower spreads. The sequential decline was due to a narrowing of spreads which are returning to more historical levels, and seasonality.

• Issuer services fees – The decrease compared with the third quarter of 2008 reflects lower Depositary Receipts revenue due primarily to a decline in transaction fees and lower Corporate Trust fees due to a lower level of fixed income issuances globally and lower money market related distribution fees. The decrease sequentially primarily reflects lower money market related distribution fees, a lower level of fixed income issuances globally and seasonally lower activity in shareowner services.

• Clearing services fees –Year-over-year and sequential results reflect lower money market related distribution fees and lower trading volumes. The sequential decline also reflects normal third quarter seasonality.

See the Institutional Services sector in Business segments review for additional details.

Asset and wealth management fees

Asset and wealth management fees, including performance fees, decreased from the third quarter of 2008, reflecting global weakness in market values, partially offset by new business. The sequential increase was primarily driven by improved market values and new business. Comparisons with both prior periods were also impacted by lower money market related fees due to increased fee waivers.

Total AUM for the Asset and Wealth Management sector were $966 billion at Sept. 30, 2009 compared with $1.1 trillion at Sept. 30, 2008 and $926 billion at June 30, 2009. The decrease compared with Sept. 30, 2008 resulted from lower market values and long-term outflows. The increase compared with June 30, 2009 resulted from market appreciation offset in part by money market outflows. The S&P 500 Index was 1057 at Sept. 30, 2009 compared with 919 at June 30, 2009 (a 15% increase) and 1166 at Sept. 30, 2008 (a 9% decrease).

See the Asset and Wealth Management sector in Business segments review for additional details regarding the drivers of asset and wealth management fees.

Foreign exchange and other trading activities

Foreign exchange and other trading activities revenue, which is primarily reported in the Asset Servicing segment, decreased 36% compared with the third quarter of 2008, and increased 4% (unannualized) compared with the second quarter of 2009. The decrease year-over-year reflects lower foreign exchange revenue driven by lower volumes and volatility, as well as a lower valuation of the credit default swaps used to economically hedge the loan portfolio. The sequential increase reflects higher fixed income derivatives revenue and a lower level of mark-to-market losses on credit default swaps, partially offset by lower foreign exchange revenue resulting from lower volatility and seasonality.

Treasury services

Treasury services fees, which are primarily reported in the Treasury Services segment, include fees related to funds transfer, cash management and liquidity management. Treasury services fees decreased $1 million compared with the third quarter of 2008 and $4 million compared with the second quarter of 2009. The decreases were driven by lower global payment volumes.

Distribution and servicing fees

Distribution and servicing fees earned from mutual funds are primarily based on average assets in the funds and the sales of funds that we manage or administer and are primarily reported in the Asset Management segment. These fees, which include 12b-1 fees, fluctuate with the overall level of net sales, the relative mix of sales between share classes and the funds’ market values.

Distribution and servicing fee revenue decreased $13 million compared with both the third quarter of 2008 and second quarter of 2009. These decreases primarily reflect lower money market related fees. The impact of distribution and servicing fees on income in any one period can be more than offset by distribution and servicing expense paid to other financial

The Bank of New York Mellon Corporation    9

intermediaries to cover their cost for distribution and servicing of mutual funds. Distribution and servicing expense is recorded as noninterest expense on the income statement.

Financing-related fees

Financing-related fees, which are primarily reported in the Treasury Services segment, include capital markets fees, loan commitment fees and credit-related trade fees. Financing-related fees increased $12 million compared with the third quarter of 2008 and $2 million sequentially. The increase year-over-year reflected higher fees on capital market products.

Investment income

Investment income									Year-to-date
(in millions)	3Q09		2Q09			3Q08			2009			2008
Corporate/bank-owned life insurance	$	42	$	31		$	37		$	114		$	111
Lease residual gains (losses)		55		(10	)		17			71			30
Seed capital gains (losses)		15		19			(29	)		24			(45	)
Private equity gains (losses)		8		(9	)		8			(21	)		19
Equity investment income (loss)		1		13			14			(40	)		47
Total investment income	$	121	$	44		$	47		$	148		$	162

Investment income, which is primarily reported in the Other and Asset Management segments, includes income from insurance contracts, lease residual gains and losses, gains and losses on seed capital investments and private equity investments, and equity investment income (loss). The increase, compared with the third quarter of 2008, primarily reflects lease residual gains of $55 million in the third quarter of 2009 compared with $17 million in the third quarter of 2008 and gains from seed capital investments of $15 million in the third quarter of 2009 compared to losses of $29 million in the third quarter of 2008. The increase, compared to the second quarter of 2009, primarily related to higher lease residual and private equity gains, and income from corporate-owned life insurance partially offset by lower equity investments income.

Other revenue

Other revenue								Year-to-date
(in millions)	3Q09		2Q09			3Q08		2009		2008
Asset-related gains	$	54	$	16		$	8	$	76	$	67
Expense reimbursements from joint ventures		9		7			9		24		21
Other income (loss)		21		(14	)		20		8		59
Total other revenue	$	84	$	9		$	37	$	108	$	147

Other revenue includes asset-related gains, expense reimbursements from joint ventures and other income (loss). Asset-related gains include loan, real estate and other asset dispositions. Expense reimbursements from joint ventures relate to expenses incurred by BNY Mellon on behalf of joint ventures. Other income (loss) primarily includes foreign currency translation, other investments and various miscellaneous revenues.

Total other revenue increased in the third quarter of 2009 compared with the third quarter of 2008 and the second quarter of 2009 primarily due to a gain on the sale of VISA shares.

Net investment securities gains (losses)

Net securities losses totaled $4.8 billion in the third quarter of 2009, compared with $162 million in the third quarter of 2008 and $256 million in the second quarter of 2009.

The following table details investment securities losses by type of security. The loss in the third quarter of 2009 primarily resulted from our intent to sell investment securities and the restructuring of a significant portion of the watch list investment securities portfolio. See Consolidated balance sheet review for further information on the investment securities portfolio, including the restructuring of the portfolio.

As a result of adopting ASC 320, investment securities losses in the first half of 2009 primarily reflected credit related losses. In the third quarter of 2009, we recognized both credit and non-credit related losses on our securities for which we declared our intent to sell. Investment securities losses in the third quarter of 2008 reflect mark-to-market (both credit and non-credit) impairment losses.

Net investment securities losses							Year-to-date
(in millions)	3Q09		2Q09		3Q08		2009		2008
Alt-A RMBS	$	2,857	$	114	$	29	$	3,096	$	101
Prime RMBS		999		9		12		1,011		12
Subprime RMBS		321		1		12		322		12
Home equity lines of credit		234		4		10		256		68
European floating rate notes		234		66		-		304		-
Credit cards		-		26		-		28		-
Commercial MBS		89		-		-		89		-
Other		99		36		99		278		194
Total net investment securities losses	$	4,833	$	256	$	162	$	5,384	$	387

10    The Bank of New York Mellon Corporation

Year-to-date 2009 compared with year-to-date 2008

Fee and other revenue for the first nine months of 2009 totaled $2.2 billion compared with $8.9 billion in the first nine months of 2008. The decrease primarily reflects investment securities losses, as well as lower asset and wealth management fees, securities lending revenue, asset servicing fees issuer services fees and foreign exchange and other trading revenue.

Investment securities losses were $5.4 billion for the first nine months of 2009 compared to $387 million for the first nine months of 2008. The increase primarily resulted from losses recognized due to our intent to sell investment securities and

restructure a significant portion of the watch list investment securities in the third quarter of 2009. The decrease in asset and wealth management fees reflects global weakness in market values. The decrease in securities lending revenue primarily reflects overall de-leveraging in the financial markets and narrower spreads. The decrease in asset servicing fees reflects lower market values. The decrease in issuer services fees reflects lower Depositary Receipt revenue due to lower transaction fees and lower corporate trust fees due to lower levels of fixed income issuances. The decrease in foreign exchange and other trading revenue is driven by lower volumes and volatility.

Net interest revenue

Net interest revenue										3Q09 vs.				Year-to-date						YTD09 vs.
(dollars in millions)	3Q09			2Q09			3Q08			3Q08		2Q09		2009			2008			YTD08
Net interest revenue (non-FTE)	$	716		$	700		$	681		5	%	2	%	$	2,191		$	1,812		21	%
Tax equivalent adjustment		5			4			5		N/M		N/M			13			15		N/M
Net interest revenue (FTE)		721			704			686		5		2			2,204			1,827		21	%
SILO/LILO charges		-			-			112		N/M		N/M			-			489		N/M
Net interest revenue excluding SILO/LILO charges (FTE) – Non-GAAP	$	721		$	704		$	798		(10	)%	2	%	$	2,204		$	2,316		(5	)%
Average interest earning assets	$	155,159		$	157,265		$	142,062		9	%	(1	)%	$	159,916		$	142,318		12	%
Net interest margin (FTE)		1.85	%		1.80	%		1.92	%	(7	) bps	5 bps			1.84	%		1.71	%	13	bps
Net interest margin excluding SILO/LILO charges (FTE) – Non-GAAP		1.85	%		1.80	%		2.24	%	(39	) bps	5 bps			1.84	%		2.17	%	(33	) bps

N/M – Not meaningful.

bps – basis points.

Net interest revenue on an FTE basis totaled $721 million in the third quarter of 2009 compared with $686 million in the third quarter of 2008, which included a $112 million charge related to SILO/LILOs, and $704 million in the second quarter of 2009. The net interest margin was 1.85% in the third quarter of 2009, compared with 1.92% in the third quarter of 2008, which was negatively impacted by the SILO/LILO charge, and 1.80% in the second quarter of 2009. Net interest revenue and the related margin continued to be impacted by historically low interest rates, and our strategy to reinvest in high quality, relatively short duration assets.

The increase in net interest revenue compared with the third quarter of 2008 principally reflects the SILO/LILO charges recorded in the third quarter of 2008. Excluding the

SILO/LILO charges, the decrease compared with the third quarter of 2008 reflects a decline in the value of interest-free balances, offset in part by an increase in interest-earning assets driven by client deposits. The increase in net interest revenue compared with the second quarter of 2009 primarily reflects the impact of hedging gains, partially offset by a decline in average interest-earning assets and a decrease in the value of interest-free funds.

Average interest-earning assets were $155 billion in the third quarter of 2009 compared with $142 billion in the third quarter of 2008 and $157 billion in the second quarter of 2009. The increase compared with the third quarter of 2008 was primarily driven by client deposits.

The Bank of New York Mellon Corporation    11

The decrease from the second quarter of 2009 reflects the continued roll-off of deposits taken in during the credit crisis.

The net interest margin decreased 7 basis points in the third quarter of 2009 compared with the third quarter of 2008. Excluding the SILO/LILO charges, the net interest margin in the third quarter of 2008 was 2.24%. The decrease of 39 basis points compared with the third quarter of 2008, excluding the SILO/LILO charges, was primarily due to a decline in the value of interest free balances and tighter spreads, partially offset by a higher level of interest-earning assets. Sequentially, the net interest margin remained stable, reflecting the impact of hedging gains and our ongoing strategy to reduce cash held at central banks and invest in securities issued by government-sponsored and guaranteed entities.

The investment securities portfolio restructuring is expected to positively impact net interest revenue by approximately $125-$175 million in 2010.

Year-to-date 2009 compared with year-to-date 2008

Net interest revenue on an FTE basis totaled $2.2 billion in the first nine months of 2009, an increase of 21% compared with $1.8 billion in the first nine months of 2008. The increase primarily related to the second and third quarter 2008 SILO/LILO charges. Excluding the SILO/LILO charges, net interest revenue decreased 5% in the first nine months of 2009 compared with the first nine months of 2008. The net interest margin was 1.84% in the first nine months of 2009 and 1.71% in the first nine months of 2008. Excluding the SILO/LILO charges, the net interest margin was 2.17% in the first nine months of 2008. The decreases in net interest revenue and the net interest margin compared with the first nine months of 2008, excluding the SILO/LILO charges, were primarily due to the factors mentioned above.

12    The Bank of New York Mellon Corporation

Average balances and interest rates

Average balances and interest rates (a)	Quarter ended
	Sept. 30, 2009					June 30, 2009					Sept. 30, 2008
(dollar amounts in millions)	Average balance			Average rates		Average balance			Average rates		Average balance			Average rates
Assets
Interest-earning assets:
Interest-bearing deposits with banks (primarily foreign banks)	$	54,343		1.08	%	$	56,917		1.18	%	$	43,999		3.90	%
Interest-bearing deposits held at the Federal Reserve and other central banks		6,976		0.32			6,338		0.37			-		-
Other short-term investments – U.S. government-backed commercial paper		-		-			-		-			954		2.95
Federal funds sold and securities under resale agreements		3,443		1.19			2,899		1.29			7,019		1.97
Margin loans		4,335		1.55			4,134		1.62			5,764		3.27
Non-margin loans:
Domestic offices		19,412		3.22			20,740		3.18			25,932		1.60	(b)
Foreign offices		10,788		1.99			12,155		2.21			13,739		3.71
Total non-margin loans		30,200		2.78			32,895		2.82			39,671		2.33	(b)
Securities:
U.S. government obligations		4,605		1.45			1,679		1.67			679		3.03
U.S. government agency obligations		17,635		3.79			14,748		3.74			10,894		4.33
Obligations of states and political subdivisions		639		7.30			710		6.92			701		7.44
Other securities		31,010		3.04			34,766		2.85			30,590		5.42
Trading securities		1,973		2.30			2,179		2.50			1,791		2.76
Total securities		55,862		3.16			54,082		3.10			44,655		5.04
Total interest-earning assets		155,159		2.14			157,265		2.16			142,062		3.69	(b)
Allowance for loan losses		(425	)				(426	)				(329	)
Cash and due from banks		3,247					3,412					7,796
Other assets		45,728					45,975					46,937
Assets of discontinued operations		2,077					2,307					2,361
Total assets	$	205,786				$	208,533				$	198,827
Liabilities and equity
Interest-bearing liabilities:
Money market rate accounts	$	16,817		0.09	%	$	19,037		0.10	%	$	11,785		0.88	%
Savings		1,115		0.32			1,070		0.44			979		0.93
Certificates of deposit of $100,000 & over		847		0.62			942		1.00			1,928		2.19
Other time deposits		5,058		0.40			4,190		0.48			5,393		1.99
Foreign offices		69,795		0.08			73,657		0.14			65,931		2.19
Total interest-bearing deposits		93,632		0.11			98,896		0.16			86,016		1.99
Federal funds purchased and securities sold under repurchase agreements		3,075		0.20			2,485		(0.46	)		4,816		1.18
Other borrowed funds		2,286		1.49			2,756		1.04			3,303		2.31
Borrowings from Federal Reserve related to ABCP		-		-			-		-			954		2.25
Payables to customers and broker-dealers		5,844		0.10			4,901		0.13			5,910		1.19
Long-term debt		17,393		1.74			16,793		2.35			15,993		3.62
Total interest-bearing liabilities		122,230		0.37			125,831		0.46			116,992		2.15
Total noninterest-bearing deposits		34,920					32,852					32,953
Other liabilities		18,386					18,578					18,396
Liabilities of discontinued operations		2,077					2,307					2,361
Total liabilities		177,613					179,568					170,702
Total shareholders’ equity		28,144					28,934					27,996
Noncontrolling interest		29					31					129
Total equity		28,173					28,965					28,125
Total liabilities and equity	$	205,786				$	208,533				$	198,827
Net interest margin – Taxable equivalent basis				1.85	%				1.80	%				1.92	% (b)

^(a) Presented on a continuing operations basis even though the balance sheet is not restated for discontinued operations.

^(b) Third quarter of 2008 includes the impact of the SILO/LILO charges. Excluding this charge, the domestic offices’ non-margin loan rate would have been 3.33%, the total non-margin loan rate would have been 3.46%, the interest-earning assets rate would have been 4.01% and the net interest margin would have been 2.24% for the third quarter of 2008.

Note: Interest and average rates were calculated on a taxable equivalent basis, at tax rates approximating 35%, using dollar amounts in thousands and actual number of days in the year.

The Bank of New York Mellon Corporation    13

Average balances and interest rates (a)	Year-to-date
	2009					2008
(dollar amounts in millions)	Average balance			Average rates		Average balance			Average rates
Assets
Interest-earning assets:
Interest-bearing deposits with banks (primarily foreign banks)	$	55,913		1.27	%	$	42,014		3.99	%
Interest-bearing deposits held at the Federal Reserve and other central banks		12,109		0.37			-		-
Other short-term investments – U.S. government-backed commercial paper		419		3.15			320		2.95
Federal funds sold and securities under resale agreements		2,888		1.12			7,314		2.48
Margin loans		4,230		1.60			5,608		3.67
Non-margin loans:
Domestic offices		20,597		3.10			26,596		1.37	(b)
Foreign offices		12,008		2.27			13,824		4.06
Total non-margin loans		32,605		2.79			40,420		2.29	(b)
Securities:
U.S. government obligations		2,371		1.62			540		3.17
U.S. government agency obligations		14,836		3.76			10,646		4.46
Obligations of states and political subdivisions		705		6.96			679		6.96
Other securities		31,879		3.41			33,054		5.30
Trading securities		1,961		2.54			1,723		3.85
Total securities		51,752		3.45			46,642		5.05
Total interest-earning assets		159,916		2.23			142,318		3.76	(b)
Allowance for loan losses		(410	)				(307	)
Cash and due from banks		3,823					6,320
Other assets		45,860					47,737
Assets of discontinued operations		2,238					2,471
Total assets	$	211,427				$	198,539
Liabilities and equity
Interest-bearing liabilities:
Money market rate accounts	$	18,133		0.10	%	$	12,408		1.18	%
Savings		1,116		0.46			951		1.42
Certificates of deposit of $100,000 & over		1,087		0.95			2,118		2.95
Other time deposits		4,939		0.48			6,671		2.15
Foreign offices		72,865		0.18			68,486		2.42
Total interest-bearing deposits		98,140		0.19			90,634		2.23
Federal funds purchased and securities sold under repurchase agreements		2,471		(0.05	)		4,251		1.44
Other borrowed funds		2,937		1.38			3,163		2.99
Borrowings from Federal Reserve related to ABCP		419		2.25			320		2.25
Payables to customers and broker-dealers		4,854		0.14			5,469		1.46
Long-term debt		16,567		2.25			16,651		3.95
Total interest-bearing liabilities		125,388		0.49			120,488		2.42
Total noninterest-bearing deposits		36,915					27,679
Other liabilities		18,503					19,087
Liabilities of discontinued operations		2,238					2,471
Total liabilities		183,044					169,725
Total shareholders’ equity		28,352					28,682
Noncontrolling interest		31					132
Total equity		28,383					28,814
Total liabilities and equity	$	211,427				$	198,539
Net interest margin – taxable equivalent basis				1.84	%				1.71	% (b)

^(a) Presented on a continuing operations basis even though the balance sheet is not restated for discontinued operations.

^(b) Year-to-date 2008 includes the impact of the SILO/LILO charges. Excluding this charge, the domestic offices’ non-margin loan rate would have been 3.82%, the total non-margin loan rate would have been 3.91%, the interest-earning assets rate would have been 4.22% and the net interest margin would have been 2.17% for the first nine months of 2008.

Note: Interest and average rates were calculated on a taxable equivalent basis, at tax rates approximating 35%, using dollar amounts in thousands and actual number of days in the year.

14    The Bank of New York Mellon Corporation

Noninterest expense

																			YTD09
Noninterest expense									3Q09 vs.				Year-to-date						vs.
(dollars in millions)	3Q09		2Q09			3Q08			3Q08		2Q09		2009			2008			YTD08
Staff:
Compensation	$	747	$	740		$	836		(11	)%	1	%	$	2,219		$	2,457		(10	)%
Incentives		242		241			241		-		-			730			991		(26	)
Employee benefits		168		172			171		(2	)	(2	)		530			561		(6	)
Total staff		1,157		1,153			1,248	(a)	(7	)	-			3,479			4,009	(a)	(13	)
Professional, legal and other purchased services		265		237			251	(a)	6		12			739			748	(a)	(1	)
Net occupancy		142		142			163		(13	)	-			423			429		(1	)
Distribution and servicing		104		106			133		(22	)	(2	)		317			394		(20	)
Software		95		93			78		22		2			269			245		10
Sub-custodian and clearing		80		91			84	(b)	(5	)	(12	)		237			251	(b)	(6	)
Furniture and equipment		76		76			80		(5	)	-			229			237		(3	)
Business development		45		49			62		(27	)	(8	)		138			202		(32	)
Other		183		223			265		(31	)	(18	)		599			672		(11	)
Subtotal		2,147		2,170			2,364		(9	)	(1	)		6,430			7,187		(11	)
Support agreement charges		13		(15	)		726		N/M		N/M			(10	)		731		N/M
FDIC special assessment		-		61			-		-		N/M			61			-		N/M
Amortization of intangible assets		104		108			118		(12	)	(4	)		319			360		(11	)
Merger and integration expenses:
The Bank of New York Mellon Corporation		54		59			107		(50	)	(8	)		181			374		(52	)
Acquired Corporate Trust Business		-		-			4		N/M		-			-			12		N/M
Total noninterest expense	$	2,318	$	2,383		$	3,319		(30	)%	(3	)%	$	6,981		$	8,664		(19	)%
Total staff expense as a percent of total revenue (c)		N/M		39	%		35	%						N/M			37	%
Employees at period end		42,000		41,800			42,900		(2	)%	-	%		42,000			42,900		(2	)%

^(a) In the second quarter of 2009, certain temporary/consulting expenses were reclassified from professional, legal and other purchased services to staff expense. This reclassification totaled $35 million in the third quarter of 2008 and $67 million in the first nine months of 2008.

^(b) In the second quarter of 2009, global sub-custodian out-of-pocket expense related to client reimbursements was reclassified from sub-custodian expense to asset servicing revenue. This reclassification totaled $4 million in the third quarter of 2008 and $18 million in the first nine months of 2008.

^(c) Excluding investment securities losses and SILO/LILO charges, total staff expense as a percentage of total revenue (Non-GAAP) was 35% in the third quarter of 2009, 36% in the second quarter of 2009, 32% in the third quarter of 2008, 36% in the first nine months of 2009 and 35% in the first nine months of 2008.

N/M—Not meaningful.

Total noninterest expense decreased $1.0 billion compared with the third quarter of 2008 and decreased $65 million compared with the second quarter of 2009. The year-over-year decrease reflects lower support agreement charges and strong overall expense control and lower M&I expenses. The sequential decrease reflects the FDIC special assessment and lower other expense related to a reserve for the remediation of withholding tax documentation both recorded in the second quarter of 2009 and lower state shares tax in the third quarter of 2009.

Staff expense

Given our mix of fee-based businesses, which are staffed with high quality professionals, staff expense comprised 54% of total noninterest expense, excluding support agreement

charges, the FDIC special assessment, intangible amortization and M&I expenses.

Staff expense is comprised of:

• compensation expense, which includes:

• base salary expense, primarily driven by headcount;

• the cost of temporary help and overtime; and

• severance expense;

• incentive expense, which includes:

• additional compensation earned under a wide range of sales commission and incentive plans designed to reward a combination of individual, business unit and corporate performance goals; as well as

• stock-based compensation expense; and

The Bank of New York Mellon Corporation    15

• employee benefit expense, primarily medical benefits, payroll taxes, pension and other retirement benefits.

The decrease in staff expense compared with the third quarter of 2008 reflects lower compensation expense driven by a reduction in headcount. Staff expense was relatively unchanged sequentially as higher compensation expense was primarily offset by lower employee benefits expense.

Non-staff expense

Non-staff expense includes certain expenses that vary with the levels of business activity and levels of expensed business investments, fixed infrastructure costs and expenses associated with corporate activities related to technology, compliance, productivity initiatives and corporate development.

Non-staff expense, excluding support agreement charges, the FDIC special assessment, intangible amortization and M&I expenses totaled $990 million in the third quarter of 2009 compared with $1.1 billion in the third quarter of 2008 and $1.0 billion in the second quarter of 2009. The decrease in non-staff expense compared with the third quarter of 2008 primarily reflects lower distribution and servicing, net occupancy and other expenses. The decrease in net occupancy expenses resulted from level lease adjustments recorded in the third quarter of 2008, while the decrease in other expense reflects operational errors recorded in the third quarter of 2008. The decrease in non-staff expense sequentially reflects a reserve for the remediation of withholding tax documentation recorded in the second quarter of 2009 and lower state shares tax in the third quarter of 2009.

In the third quarter of 2009, we incurred $54 million of M&I expenses related to the merger with Mellon Financial Corporation, comprised of the following:

• Integration/conversion costs—including consulting, system conversions and staff ($39 million);

• Personnel-related—including severance, retention, relocation expenses, accelerated vesting of stock options and restricted stock expense ($14 million); and

• One-time costs—including facilities related costs, asset write-offs, vendor contract modifications, rebranding and net gains and losses on disposals ($1 million).

Year-to-date 2009 compared with year-to-date 2008

Noninterest expense in the first nine months of 2009 decreased $1.7 billion, or 19%, compared with the first nine months of 2008. The decrease primarily reflects lower support agreement charges and declines in staff expense, M&I expenses, distribution and servicing and business development expenses and strong overall expense control, partially offset by higher software expense.

Income taxes

BNY Mellon recorded an income tax benefit, on a continuing operations basis, of $1.5 billion in the third quarter of 2009 and $42 million in the third quarter of 2008, and a tax provision of $12 million in the second quarter of 2009. Excluding the impact of the investment securities losses and M&I expenses, the effective tax rate was 31.8% in the third quarter of 2009. The tax benefit in the third quarter of 2008 reflects support agreement charges, investment securities losses and the final SILO/LILO/tax settlement. Excluding these items, as well as M&I expenses, the effective tax rate was 32.3% in the third quarter of 2008. The effective tax rate in the second quarter of 2009 was 2.2%. Excluding the impact of a tax benefit primarily related to the final SILO/LILO/tax settlement, FDIC special assessment, M&I expenses and investment write-downs, the effective tax rate was 32.4% in the second quarter of 2009.

We expect the tax rate to be approximately 32%, on an operating basis, for the fourth quarter of 2009.

Business segments review

We have an internal information system that produces performance data for our seven business segments along product and service lines.

Business segments accounting principles

Our segment data has been determined on an internal management basis of accounting, rather than the generally accepted accounting principles used for consolidated financial reporting. These measurement principles are designed so that reported results of the segments will track their economic performance.

16    The Bank of New York Mellon Corporation

Segment results are subject to reclassification whenever improvements are made in the measurement principles or when organizational changes are made.

The accounting policies of the business segments are the same as those described in Note 1 to the Consolidated Financial Statements in BNY Mellon’s 2008 Annual Report on Form 10-K.

The operations of acquired businesses are integrated with the existing business segments soon after acquisitions are completed. As a result of the integration of staff support functions, management of customer relationships, operating processes and the financial impact of funding acquisitions, we cannot precisely determine the impact of acquisitions on income before taxes and therefore do not report it.

For additional information on the primary types of revenue by business segment and how our business segments are presented and analyzed, see the Business segments review in BNY Mellon’s second quarter 2009 Quarterly Report on Form 10-Q.

Business segment information is reported on a continuing operations basis for all periods presented. See Note 4 to the Notes to Consolidated Financial Statements for a discussion of discontinued operations.

Our business segments continued to face a difficult operating environment in the third quarter of 2009. Equity markets, corporate actions and fixed income issuances were down significantly year-over-year, partially offset by new business. On a sequential basis, improved equity markets and new business contributed to improved fee revenue. Lower money market related distribution fees impacted revenue on both a year-over-year and linked quarter basis. Compared with the second quarter of 2009, net interest revenue decreased in the Issuer, Clearing and Treasury segments, partially driven by lower levels of interest-earning assets offset by higher spreads in the Asset Servicing segment. Compared with the third quarter of 2008, increases in net interest revenue in the Issuer and Clearing segments were more than offset by decreases in Asset Servicing and Treasury Services.

Investment securities losses in the third quarter of 2009 were recorded in the Other segment. Net interest revenue in the third quarter of 2008 includes SILO/LILO charges of $112 million which were also recorded in the Other segment. Strong expense control and the impact of merger-related synergies resulted in lower noninterest expense in nearly every segment compared with both the third quarter of 2008 and second quarter of 2009.

The table below presents the value of certain market indices at period end and on an average basis.

Market indices
						3Q09 vs.				Year-to-date		YTD09 vs.
	3Q08	4Q08	1Q09	2Q09	3Q09	3Q08		2Q09		2009	2008	YTD08
S&P 500 Index (a)	1166	903	798	919	1057	(9	)%	15	%	1057	1166	(9	)%
S&P 500 Index-daily average	1252	916	809	891	995	(21	)	12		900	1325	(32	)
FTSE 100 Index (a)	4902	4434	3926	4249	5134	5		21		5134	4902	5
FTSE 100 Index-daily average	5359	4270	4040	4258	4708	(12	)	11		4342	5739	(24	)
NASDAQ Composite Index (a)	2092	1577	1529	1835	2122	1		16		2122	2092	1
Lehman Brothers Aggregate Bondsm Index (a)	256	275	262	280	304	19		9		304	256	19
MSCI EAFE® Index (a)	1553	1237	1056	1307	1553	-		19		1553	1553	-
NYSE Share Volume (in billions)	180	181	161	151	126	(30	)	(17	)	438	479	(9	)
NASDAQ Share Volume (in billions)	145	148	136	152	144	(1	)	(5	)	432	428	1

^(a) Period end.

Average daily U.S. fixed-income trading volume was down 3% sequentially and 24% year-over-year. Total debt issuances were down 23% sequentially and up 73% year-over-year.

The period end S&P 500 Index increased 15% sequentially and decreased 9% year-over-year. The period end FTSE 100

Index increased 21% sequentially and 5% year-over-year. On a daily average basis, the S&P 500 Index increased 12% sequentially and decreased 21% year-over-year and the FTSE 100 Index increased 11% sequentially and decreased 12% year-over-year. The period end

The Bank of New York Mellon Corporation    17

NASDAQ Composite Index increased 16% sequentially and 1% year-over-year.

The changes in the value of market indices impact fee revenue in the Asset and Wealth Management segments and our securities servicing businesses. Using the S&P 500 Index as a proxy for the equity markets, we estimate that a 100 point

change in the value of the S&P 500 Index, sustained for one year, would impact fee revenue by approximately 1% and fully diluted earnings per common share on a continuing operations basis by $0.05.

The following consolidating schedules show the contribution of our segments to our overall profitability.

For the quarter ended Sept. 30, 2009 (dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total continuing operations
Fee and other revenue	$	592		$	145		$	737		$	835		$	389		$	291		$	216		$	1,731		$	(4,684	)	$	(2,216	)
Net interest revenue		6			49			55			228			180			81			151			640			21			716
Total revenue		598			194			792			1,063			569			372			367			2,371			(4,663	)		(1,500	)
Provision for credit losses		-			-			-			-			-			-			-			-			147			147
Noninterest expense		500			145			645			731			323			251			191			1,496			177			2,318
Income before taxes	$	98		$	49		$	147		$	332		$	246		$	121		$	176		$	875		$	(4,987	)	$	(3,965	)
Pre-tax operating margin (a)		16	%		26	%		19	%		31	%		43	%		33	%		48	%		37	%		N/M			N/M
Average assets	$	12,396		$	9,122		$	21,518		$	59,864		$	47,966		$	17,827		$	24,319		$	149,976		$	32,215		$	203,709	(b)
Excluding intangible amortization (Non-GAAP):
Noninterest expense	$	447		$	133		$	580		$	725		$	303		$	245		$	185		$	1,458		$	176		$	2,214
Income before taxes		151			61			212			338			266			127			182			913			(4,986	)		(3,861	)
Pre-tax operating margin (a)		25	%		32	%		27	%		32	%		47	%		34	%		50	%		39	%		N/M			N/M
For the quarter ended June 30, 2009 (dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total continuing operations
Fee and other revenue	$	529		$	140		$	669		$	893		$	410		$	314		$	195		$	1,812		$	(224	)	$	2,257
Net interest revenue		8			49			57			211			185			87			156			639			4			700
Total revenue		537			189			726			1,104			595			401			351			2,451			(220	)		2,957
Provision for credit losses		-			-			-			-			-			-			-			-			61			61
Noninterest expense		474			146			620			710			323			263			206			1,502			261			2,383
Income before taxes	$	63		$	43		$	106		$	394		$	272		$	138		$	145		$	949		$	(542	)	$	513
Pre-tax operating margin (a)		12	%		23	%		15	%		36	%		46	%		34	%		41	%		39	%		N/M			17	%
Average assets	$	12,377		$	9,131		$	21,508		$	58,289		$	52,152		$	17,014		$	24,861		$	152,316		$	32,402		$	206,226	(b)
Excluding intangible amortization (Non-GAAP):
Noninterest expense	$	419		$	135		$	554		$	701		$	303		$	256		$	199		$	1,459		$	262		$	2,275
Income before taxes		118			54			172			403			292			145			152			992			(543	)		621
Pre-tax operating margin (a)		22	%		29	%		24	%		37	%		49	%		36	%		43	%		40	%		N/M			21	%

18    The Bank of New York Mellon Corporation

For the quarter ended March 31, 2009 (dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total continuing operations
Fee and other revenue	$	479		$	141		$	620		$	830		$	404		$	321		$	239		$	1,794		$	(278	)	$	2,136
Net interest revenue		14			50			64			249			200			82			160			691			20			775
Total revenue		493			191			684			1,079			604			403			399			2,485			(258	)		2,911
Provision for credit losses		-			-			-			-			-			-			-			-			59			59
Noninterest expense		453			139			592			712			318			259			201			1,490			198			2,280
Income before taxes	$	40		$	52		$	92		$	367		$	286		$	144		$	198		$	995		$	(515	)	$	572
Pre-tax operating margin (a)		8	%		27	%		13	%		34	%		47	%		36	%		50	%		40	%		N/M			20	%
Average assets	$	12,636		$	9,611		$	22,247		$	65,153		$	50,855		$	18,600		$	28,761		$	163,369		$	32,137		$	217,753	(b)
Excluding intangible amortization (Non-GAAP):
Noninterest expense	$	398		$	128		$	526		$	705		$	297		$	252		$	195		$	1,449		$	198		$	2,173
Income before taxes		95			63			158			374			307			151			204			1,036			(515	)		679
Pre-tax operating margin (a)		19	%		33	%		23	%		35	%		51	%		37	%		51	%		42	%		N/M			23	%
For the quarter ended Dec. 31, 2008 (dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total continuing operations
Fee and other revenue	$	562		$	134		$	696		$	1,137		$	436		$	349		$	230		$	2,152		$	(1,031	)	$	1,817
Net interest revenue		45			56			101			411			211			96			231			949			(3	)		1,047
Total revenue		607			190			797			1,548			647			445			461			3,101			(1,034	)		2,864
Provision for credit losses		-			-			-			-			-			-			-			-			54			54
Noninterest expense		541			155			696			1,000			338			274			211			1,823			340			2,859
Income before taxes	$	66		$	35		$	101		$	548		$	309		$	171		$	250		$	1,278		$	(1,428	)	$	(49	)
Pre-tax operating margin (a)		11	%		18	%		13	%		35	%		48	%		38	%		54	%		41	%		N/M			(2	)%
Average assets	$	13,135		$	9,632		$	22,767		$	71,455		$	38,987		$	21,128		$	34,585		$	166,155		$	52,688		$	241,610	(b)
Excluding intangible amortization (Non-GAAP):
Noninterest expense	$	480		$	141		$	621		$	994		$	318		$	268		$	204		$	1,784		$	341		$	2,746
Income before taxes		127			49			176			554			329			177			257			1,317			(1,429	)		64
Pre-tax operating margin (a)		21	%		25	%		22	%		36	%		51	%		40	%		56	%		42	%		N/M			2	%
For the quarter ended Sept. 30, 2008 (dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total continuing operations
Fee and other revenue	$	685		$	163		$	848		$	1,082		$	529		$	317		$	263		$	2,191		$	(113	)	$	2,926
Net interest revenue		9			50			59			240			170			75			159			644			(22	)		681
Total revenue		694			213			907			1,322			699			392			422			2,835			(135	)		3,607
Provision for credit losses		-			1			1			-			-			-			-			-			22			23
Noninterest expense		880			170			1,050			1,213			370			290			207			2,080			189			3,319
Income before taxes	$	(186	)	$	42		$	(144	)	$	109		$	329		$	102		$	215		$	755		$	(346	)	$	265
Pre-tax operating margin (a)		(27	)%		20	%		(16	)%		8	%		47	%		26	%		51	%		27	%		N/M			7	%
Average assets	$	13,286		$	9,801		$	23,087		$	57,795		$	34,264		$	18,471		$	22,384		$	132,914		$	40,465		$	196,466	(b)
Excluding intangible amortization (Non-GAAP):
Noninterest expense	$	816		$	156		$	972		$	1,207		$	349		$	282		$	201		$	2,039		$	190		$	3,201
Income before taxes		(122	)		56			(66	)		115			350			110			221			796			(347	)		383
Pre-tax operating margin (a)		(18	)%		27	%		(7	)%		9	%		50	%		28	%		52	%		28	%		N/M			11	%

The Bank of New York Mellon Corporation    19

For the nine months ended Sept. 30, 2009 (dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total continuing operations
Fee and other revenue	$	1,600		$	426		$	2,026		$	2,558		$	1,203		$	926		$	650		$	5,337		$	(5,186	)	$	2,177
Net interest revenue		28			148			176			688			565			250			467			1,970			45			2,191
Total revenue		1,628			574			2,202			3,246			1,768			1,176			1,117			7,307			(5,141	)		4,368
Provision for credit losses		-			-			-			-			-			-			-			-			267			267
Noninterest expense		1,427			430			1,857			2,153			964			773			598			4,488			636			6,981
Income before taxes	$	201		$	144		$	345		$	1,093		$	804		$	403		$	519		$	2,819		$	(6,044	)	$	(2,880	)
Pre-tax operating margin (a)		12	%		25	%		16	%		34	%		45	%		34	%		46	%		39	%		N/M			N/M
Average assets	$	12,469		$	9,286		$	21,755		$	61,083		$	50,314		$	17,811		$	25,964		$	155,172		$	32,262		$	209,189	(b)
Excluding intangible amortization (Non-GAAP):
Noninterest expense	$	1,264		$	396		$	1,660		$	2,131		$	903		$	753		$	579		$	4,366		$	636		$	6,662
Income before taxes		364			178			542			1,115			865			423			538			2,941			(6,044	)		(2,561	)
Pre-tax operating margin (a)		22	%		31	%		25	%		34	%		49	%		36	%		48	%		40	%		N/M			N/M
For the nine months ended Sept. 30, 2008 (dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total continuing operations
Fee and other revenue	$	2,232		$	490		$	2,722		$	3,279		$	1,415		$	943		$	747		$	6,384		$	(209	)	$	8,897
Net interest revenue		30			144			174			675			499			225			499			1,898			(260	)		1,812
Total revenue		2,262			634			2,896			3,954			1,914			1,168			1,246			8,282			(469	)		10,709
Provision for credit losses		-			-			-			-			-			-			-			-			50			50
Noninterest expense		2,100			479			2,579			2,783			1,075			856			629			5,343			742			8,664
Income before taxes	$	162		$	155		$	317		$	1,171		$	839		$	312		$	617		$	2,939		$	(1,261	)	$	1,995
Pre-tax operating margin (a)		7	%		25	%		11	%		30	%		44	%		27	%		50	%		35	%		N/M			19	%
Average assets	$	13,311		$	10,182		$	23,493		$	55,019		$	33,887		$	17,428		$	22,587		$	128,921		$	43,654		$	196,068	(b)
Excluding intangible amortization (Non-GAAP):
Noninterest expense	$	1,906		$	439		$	2,345		$	2,765		$	1,014		$	836		$	609		$	5,224		$	735		$	8,304
Income before taxes		356			195			551			1,189			900			332			637			3,058			(1,254	)		2,355
Pre-tax operating margin (a)		16	%		31	%		19	%		30	%		47	%		28	%		51	%		37	%		N/M			22	%

^(a) Income before taxes divided by total revenue.

^(b) Including average assets of discontinued operations of $2,077 million for the third quarter of 2009, $2,307 million for the second quarter of 2009, $2,366 million for the first quarter of 2009, $2,352 million for the fourth quarter of 2008, $2,361 million for the third quarter of 2008, $2,238 million for the first nine months of 2009 and $2,471 million for the first nine months of 2008, consolidated average assets were $205,786 million for the third quarter of 2009, $208,533 million for the second quarter of 2009, $220,119 million for the first quarter of 2009, $243,962 million for the fourth quarter of 2008, $198,827 million for the third quarter of 2008, $211,427 million for the first nine months of 2009 and $198,539 million for the first nine months of 2008.

N/M - Not meaningful.

20    The Bank of New York Mellon Corporation

Asset and Wealth Management Sector

Asset and Wealth Management fee revenue is dependent on the overall level and mix of AUM and the management fees expressed in basis points (one-hundredth of one percent) charged for managing those assets. Assets under management

were $966 billion at Sept. 30, 2009, compared with $926 billion at June 30, 2009, and $1.1 trillion at Sept. 30, 2008. Net asset outflows in the third quarter of 2009 totaled $16 billion, primarily reflecting $14 billion of money market outflows.

AUM at period end, by product type (in billions)	Sept. 30, 2008		Dec. 31, 2008		March 31, 2009		June 30, 2009		Sept. 30, 2009
Equity securities	$	384	$	270	$	242	$	289	$	328
Money market		364		402		393		393		376
Fixed income securities		213		168		167		159		169
Alternative investments and overlay		106		88		79		85		93
Total AUM	$	1,067	$	928	$	881	$	926	$	966
AUM at period end, by client type (in billions)	Sept. 30, 2008		Dec. 31, 2008		March 31, 2009		June 30, 2009		Sept. 30, 2009
Institutional	$	585	$	445	$	394	$	425	$	461
Mutual funds		384		400		413		421		421
Private client		98		83		74		80		84
Total AUM	$	1,067	$	928	$	881	$	926	$	966

Changes in market value of AUM from June 30, 2009 to Sept. 30, 2009 – by business segment (in billions)	Asset Management			Wealth Management			Total
Market value of AUM at June 30, 2009	$	857		$	69		$	926
Net inflows (outflows):
Long-term		(2	)		-			(2	)
Money market		(14	)		-			(14	)
Total net inflows (outflows)		(16	)		-			(16	)
Net market appreciation (a)		51			5			56
Market value of AUM at Sept. 30, 2009	$	892	(b)	$	74	(c)	$	966

^(a) Includes the effect of changes in foreign exchange rates.

^(b) Excludes $5 billion subadvised for the Wealth Management segment.

^(c) Excludes private client assets managed in the Asset Management segment.

The Bank of New York Mellon Corporation    21

Asset Management segment

																3Q09 vs.				Year-to-date						YTD09 vs.
(dollar amounts in millions)	3Q08			4Q08			1Q09			2Q09			3Q09			3Q08		2Q09		2009			2008			YTD08
Revenue:
Asset and wealth management:
Mutual funds	$	328		$	297		$	263		$	266		$	274		(16	)%	3	%	$	803		$	991		(19	)%
Institutional clients		265			193			181			175			197		(26	)	13			553			859		(36	)
Private clients		43			35			32			31			34		(21	)	10			97			135		(28	)
Performance fees		3			44			7			26			1		N/M		N/M			34			39		(13	)
Total asset and wealth management revenue		639			569			483			498			506		(21	)	2			1,487			2,024		(27	)
Distribution and servicing		93			93			92			90			84		(10	)	(7	)		266			278		(4	)
Other		(47	)		(100	)		(96	)		(59	)		2		N/M		N/M			(153	)		(70	)	N/M
Total fee and other revenue		685			562			479			529			592		(14	)	12			1,600			2,232		(28	)
Net interest revenue		9			45			14			8			6		(33	)	(25	)		28			30		(7	)
Total revenue (a)		694			607			493			537			598		(14	)	11			1,628			2,262		(28	)
Noninterest expense (ex. intangible amortization and support agreement charges)		488			478			412			419			415		(15	)	(1	)		1,246			1,573		(21	)
Income before taxes (ex. intangible amortization and support agreement charges)		206			129			81			118			183		(11	)	55			382			689		(45	)
Amortization of intangible assets		64			61			55			55			53		(17	)	(4	)		163			194		(16	)
Support agreement charges		328			2			(14	)		-			32		N/M		N/M			18			333		N/M
Income (loss) before taxes	$	(186	)	$	66		$	40		$	63		$	98		153	%	56	%	$	201		$	162		24	%
Memo: Income (loss) before taxes (ex. intangible amortization)	$	(122	)	$	127		$	95		$	118		$	151		224	%	28	%	$	364		$	356		2	%
Pre-tax operating margin – GAAP		N/M			11	%		8	%		12	%		16	%						12	%		7	%
Pre-tax operating margin (ex. intangible amortization) – Non-GAAP (b)		N/M			21	%		19	%		22	%		25	%						22	%		16	%
Average assets	$	13,286		$	13,135		$	12,636		$	12,377		$	12,396		(7	)%	-	%	$	12,469		$	13,311		(6	)%

^(a) Investment securities losses were $3 million in 3Q08, $51 million in 4Q08, $34 million in 1Q09, $45 million in 2Q09, $- million in 3Q09, $79 million year-to-date 2009 and $27 million year-to-date 2008. Excluding investment securities losses, 3Q09 vs. 3Q08, 3Q09 vs. 2Q09 and year-to-date 2009 vs. 2008, year-to-date growth rates were negative 14%, positive 3% (unannualized) and negative 25%, respectively.

^(b) The pre-tax operating margin, excluding intangible amortization, support agreement charges and investment securities losses was 30% for 3Q08, 27% for 4Q08, 22% for 1Q09, 28% for 2Q09, 31% for 3Q09, 27% for year-to-date 2009 and 31% for year-to-date 2008.

N/M – Not meaningful.

Business description

BNY Mellon Asset Management is the umbrella organization for our affiliated investment management boutiques and is responsible, through various subsidiaries, for U.S. and non-U.S. retail, intermediary and institutional distribution of investment management and related services. The investment management boutiques offer a broad range of equity, fixed income, cash and alternative/overlay products. In addition to the investment subsidiaries, BNY Mellon Asset Management includes BNY Mellon Asset Management International, which is responsible for the distribution of investment management products internationally, and the Dreyfus Corporation and its affiliates, which are responsible for U.S. distribution of retail mutual funds, separate accounts and annuities. We are one of

the world’s largest asset managers with a top 10 position in both the U.S. and Europe and top 15 globally.

The results of the Asset Management segment are mainly driven by the period end and average levels of assets managed as well as the mix of those assets, as previously shown. Results for this segment are also impacted by sales of fee-based products such as fixed and variable annuities and separately managed accounts. In addition, performance fees may be generated when the investment performance exceeds various benchmarks and satisfies other criteria. Expenses in this segment are mainly driven by staffing costs, incentives, distribution and servicing expense, and product distribution costs.

22    The Bank of New York Mellon Corporation

Review of financial results

In the third quarter of 2009, Asset Management had pre-tax income of $98 million compared with a pre-tax loss of $186 million in the third quarter of 2008 and pre-tax income of $63 million in the second quarter of 2009. Excluding amortization of intangible assets, pre-tax income was $151 million in the third quarter of 2009 compared with pre-tax loss of $122 million in the third quarter of 2008 and pre-tax income of $118 million in the second quarter of 2009. Year-over-year results reflect $328 million of support agreement charges recorded in the third quarter of 2008 and strong expense control, partially offset by lower global market values. Sequential results reflect improved global market values and lower securities losses, partially offset by seasonally lower performance fees and $32 million of support agreement charges. The support agreement charges recorded in the third quarter of 2009 reflect the final support agreement charge for four Dreyfus money market funds.

Asset and wealth management revenue in the Asset Management segment was $506 million in the third quarter of 2009 compared with $639 million in the third quarter of 2008 and $498 million in the second quarter of 2009. The year-over-year decrease reflects weakness in global market values as well as lower fees related to money market funds. The increase sequentially reflects improved global market values, partially offset by seasonally lower performance fees and a reduction in money market related fees.

In the third quarter of 2009, 54% of Asset and Wealth Management fees in the Asset Management segment were generated from managed mutual fund fees. These fees are based on the daily average net assets of each fund and the basis point management fee paid by that fund. Managed mutual fund fee revenue was $274 million in the third quarter of 2009 compared with $328 million in the third quarter of 2008 and $266 million in the second quarter of 2009. The decrease year-over-year was primarily due to lower market values and money market outflows. The linked quarter increase reflects higher market values. The comparisons to both prior periods also reflect a reduction in money market related fees.

Distribution and servicing fees were $84 million in the third quarter of 2009 compared with $93 million in the third quarter

of 2008 and $90 million in the second quarter of 2009. The decrease from the third quarter of 2008 primarily reflects the outflow of long-term assets. The sequential decrease primarily reflects a decrease in money market inflows.

Other fee revenue was $2 million in the third quarter of 2009 compared with losses of $47 million in the third quarter of 2008 and $59 million in the second quarter of 2009. The year-over-year increase was primarily due to the change in market value of seed capital investments. The increase sequentially was driven primarily by investment securities losses recorded in the second quarter of 2009.

Noninterest expense (excluding amortization of intangible assets and support agreement charges) was $415 million in the third quarter of 2009 compared with $488 million in the third quarter of 2008 and $419 million in the second quarter of 2009. Ongoing expense management in response to the operating environment resulted in noninterest expense declining 15% year-over-year, reflecting staff reductions and efficient expense management. Noninterest expense (excluding intangible amortization and support agreement charges) decreased 1% (unannualized) sequentially resulting in 1,200 basis points of positive operating leverage. The sequential decrease reflects ongoing expense management efforts.

Year-to-date 2009 compared with year-to-date 2008

Income before taxes totaled $201 million in the first nine months of 2009 compared with $162 million in the first nine months of 2008. Income before taxes (excluding intangible amortization and support agreement charges) was $382 million in the first nine months of 2009 compared with $689 million in the first nine months of 2008. Fee and other revenue decreased $632 million, primarily due to lower global equity market values, outflows of money market investments and alternative asset classes and lower money market related fees. Noninterest expense (excluding intangible amortization and support agreement charges) decreased $327 million in the first nine months of 2009 compared with the first nine months of 2008, primarily due to ongoing expense management in response to the operating environment.

The Bank of New York Mellon Corporation    23

Wealth Management segment

(dollar amounts in millions																3Q09 vs.				Year-to-date						YTD09 vs. YTD08
unless otherwise noted)	3Q08			4Q08			1Q09			2Q09			3Q09			3Q08		2Q09		2009			2008
Revenue:
Asset and wealth management	$	141		$	119		$	122		$	128		$	133		(6	)%	4	%		383			444		(14	)%
Other		22			15			19			12			12		(45	)	-			43			46		(7	)
Total fee and other revenue		163			134			141			140			145		(11	)	4			426			490		(13	)
Net interest revenue		50			56			50			49			49		(2	)	-			148			144		3
Total revenue		213			190			191			189			194		(9	)	3			574			634		(9	)
Provision for credit losses		1			-			-			-			-		N/M		-			-			-		N/M
Noninterest expense (ex. intangible amortization and support agreement charges)		141			141			128			135			133		(6	)	(1	)		396			424		(7	)
Income before taxes (ex. intangible amortization and support agreement charges)		71			49			63			54			61		(14	)	13			178			210		(15	)
Support agreement charges		15			-			-			-			-		N/M		-			-			15		N/M
Amortization of intangible assets		14			14			11			11			12		(14	)	9			34			40		(15	)
Income before taxes	$	42		$	35		$	52		$	43		$	49		17	%	14	%	$	144		$	155		(7	)%
Memo: Income before taxes (ex. intangible amortization)	$	56		$	49		$	63		$	54		$	61		9	%	13	%	$	178		$	195		(9	)%
Pre-tax operating margin – GAAP		20	%		18	%		27	%		23	%		26	%						25	%		25	%
Pre-tax operating margin (ex. intangible amortization) – Non-GAAP		27	%		25	%		33	%		29	%		32	%						31	%		31	%
Average loans	$	5,231		$	5,309		$	5,388		$	5,684		$	6,010		15	%	6	%	$	5,696		$	4,814		18	%
Average assets		9,801			9,632			9,611			9,131			9,122		(7	)	-			9,286			10,182		(9	)
Average deposits		7,318			7,131			7,058			6,628			6,602		(10	)	-			6,761			7,696		(12	)
Market value of total client assets under management and custody at period end (in billions)	$	158		$	139		$	132		$	142		$	151		(4	)%	6	%	$	151		$	158		(4	)

N/M – Not meaningful.

Business description

In the Wealth Management segment, we offer a full array of investment management, wealth and estate planning and private banking solutions to help clients protect, grow and transfer their wealth. Clients include high net worth individuals and families, family offices and business enterprises, charitable gift programs, and endowments and foundations. BNY Mellon Wealth Management is a top 10 U.S. wealth manager with $151 billion in client assets. We serve our clients through an expansive network of offices in 16 states and 3 countries.

The results of the Wealth Management segment are driven by the level and mix of assets managed and under custody, and the level of activity in client accounts. Net interest revenue is determined by the level of interest rate spread between loans and deposits. Expenses of this segment are driven mainly by staff expense in the investment management, sales, service and support groups.

Review of financial results

Income before taxes was $49 million in the third quarter of 2009, compared with $42 million in the third quarter of 2008 and $43 million in the second quarter of 2009. Income before taxes, excluding intangible amortization, was $61 million in the third quarter of 2009, compared with $56 million in the third quarter of 2008 and $54 million in the second quarter of 2009. Results in the third quarter of 2009 reflect 15 consecutive quarters of positive asset flows, and expense reductions. Results in the third quarter of 2008 were impacted by a $15 million charge for support agreements.

Total fee and other revenue was $145 million in the third quarter of 2009, compared with $163 million in the third quarter of 2008 and $140 million in the

24    The Bank of New York Mellon Corporation

second quarter of 2009. The decrease compared with the third quarter of 2008 reflects lower equity market levels and lower capital markets fees which more than offset organic growth. Sequentially, asset and wealth management fees were up 4% (unannualized) driven by positive asset flows and higher equity market levels. Other revenue decreased $10 million year-over-year, reflecting lower capital markets fees.

Net interest revenue was flat sequentially and decreased 2% year-over-year. The impact of high quality mortgage loan growth year-over-year was more than offset by deposit spread tightening due to the interest rate environment. Average loans increased 6% (unannualized) sequentially and 15% year-over-year.

Noninterest expense (excluding amortization of intangible assets and support agreement charges) decreased $8 million compared with the third quarter of 2008 and decreased $2 million compared with the second quarter of 2009. The year-over-year decrease reflects savings due to workforce reductions and the impact of merger-related synergies. The sequential decline reflects expense control and workforce reductions.

Client assets under management and custody were $151 billion at Sept. 30, 2009, compared with $158 billion at Sept. 30, 2008 and $142 billion at June 30, 2009. The year-over-year decrease reflects lower equity market levels, partially offset by new business. The sequential increase resulted from positive asset flows and higher market levels.

Year-to-date 2009 compared with year-to-date 2008

Income before taxes totaled $144 million in the first nine months of 2009 compared with $155 million in the first nine

months of 2008. Excluding intangible amortization and support agreement charges, income before taxes decreased $32 million. The $64 million decrease in fee and other revenue reflects lower equity market levels and lower capital markets fees, which more than offset organic growth. The $4 million increase in net interest revenue was primarily due to higher loan levels. Noninterest expense (excluding intangible amortization and support agreement charges) decreased $28 million primarily reflecting strong expense control.

Institutional Services Sector

At Sept. 30, 2009, our assets under custody and administration were $22.1 trillion, a 7% increase from $20.7 trillion at June 30, 2009 and a 1% decrease from $22.4 trillion at Sept. 30, 2008. The sequential increase primarily reflects higher market values and new business while the year-over-year decrease reflects continued new business wins which were more than offset by lower market values. Equity securities constituted 29% and fixed-income securities constituted 71% of the assets under custody and administration at Sept. 30, 2009 compared with 28% equity securities and 72% fixed income securities at Sept. 30, 2008. Assets under custody and administration at Sept. 30, 2009 consisted of assets related to custody, mutual fund, and corporate trust businesses of $18.1 trillion, broker-dealer service assets of $2.6 trillion, and all other assets of $1.4 trillion.

The market value of securities on loan at Sept. 30, 2009 stabilized at $299 billion compared with $290 billion at June 30, 2009. The market value of securities on loan was $470 billion at Sept. 30, 2008. The year-over-year decline reflects overall de-leveraging in the financial markets and lower market valuations resulting from large declines in the equity markets.

Assets under custody and administration trend	Sept. 30, 2008		Dec. 31, 2008		March 31, 2009		June 30, 2009		Sept. 30, 2009
Market value of assets under custody and administration (in trillions) (a)	$	22.4	$	20.2	$	19.5	$	20.7	$	22.1
Market value of securities on loan (in billions) (b)	$	470	$	326	$	293	$	290	$	299

^(a) Includes the assets under custody or administration of CIBC Mellon Global Securities Services Company, a joint venture with Canadian Imperial Bank of Commerce, of $811 billion at Sept. 30, 2008, $697 billion at Dec. 31, 2008, $690 billion at March 31, 2009, $810 billion at June 30, 2009 and $943 billion at Sept. 30, 2009.

^(b) Represents the total amount of securities on loan, both cash and non-cash, managed by the Asset Servicing segment.

The Bank of New York Mellon Corporation    25

Asset Servicing segment

(dollar amounts in millions unless otherwise noted)																3Q09 vs.				Year-to-date						YTD09 vs. YTD08
	3Q08			4Q08			1Q09			2Q09			3Q09			3Q08		2Q09		2009			2008
Revenue:
Securities servicing fees – asset servicing	$	631		$	583		$	504		$	557		$	573		(9	)%	3	%	$	1,634		$	1,913		(15	)%
Securities lending revenue		143			163			79			85			32		(78	)	(62	)		196			554		(65	)
Foreign exchange and other trading activities		261			366			199			206			180		(31	)	(13	)		585			685		(15	)
Other		47			25			48			45			50		6		11			143			127		13
Total fee and other revenue		1,082			1,137			830			893			835		(23	)	(6	)		2,558			3,279		(22	)
Net interest revenue		240			411			249			211			228		(5	)	8			688			675		2
Total revenue		1,322			1,548			1,079			1,104			1,063		(20	)	(4	)		3,246			3,954		(18	)
Noninterest expense (ex. intangible amortization and support agreement charges)		826			834			699			716			744		(10	)	4			2,159			2,384		(9	)
Income before taxes (ex. intangible amortization and support agreement charges)		496			714			380			388			319		(36	)	(18	)		1,087			1,570		(31	)
Support agreement charges		381			160			6			(15	)		(19	)	N/M		N/M			(28	)		381		N/M
Amortization of intangible assets		6			6			7			9			6		-		(33	)		22			18		22
Income before taxes	$	109		$	548		$	367		$	394		$	332		N/M		(16	)%	$	1,093		$	1,171		(7	)%
Memo: Income before taxes (ex. intangible amortization)	$	115		$	554		$	374		$	403		$	338		N/M		(16	)%	$	1,115		$	1,189		(6	)%
Pre-tax operating margin – GAAP		8	%		35	%		34	%		36	%		31	%						34	%		30	%
Pre-tax operating margin (ex. intangible amortization) – Non-GAAP		9	% (a)		36	% (a)		35	%		37	%		32	%						34	%		30	%
Market value of securities on loan at period end (in billions)	$	470		$	326		$	293		$	290		$	299		(36	)%	3	%	$	299		$	470		(36	)
Average assets	$	57,795		$	71,455		$	65,153		$	58,289		$	59,864		4	%	3	%	$	61,083		$	55,019		11	%
Average deposits		51,492			64,500			57,084			50,583			52,271		2		3			53,295			48,684		9

^(a) The pre-tax operating margin, excluding support agreement charges and intangible amortization, was 38% in the third quarter of 2008, 46% in the fourth quarter of 2008 and 40% in the first nine months of 2008.

N/M—Not meaningful.

Business description

The Asset Servicing segment includes global custody, global fund services, securities lending, global liquidity services, outsourcing, government securities clearance, collateral management and credit-related services and other linked revenues, principally foreign exchange. Clients include corporate and public retirement funds, foundations and endowments and global financial institutions including banks, broker-dealers, investment managers, insurance companies and mutual funds.

The results of the Asset Servicing segment are driven by a number of factors which include the level of transaction activity, the extent of services provided, including custody, accounting, fund administration, daily valuations, performance measurement and risk analytics, securities lending, investment manager backoffice outsourcing and the

market value of assets under administration and custody. Market interest rates impact both securities lending revenue and the earnings on client deposit balances. Broker-dealer fees depend on the level of activity in the fixed income and equity markets and the financing needs of customers, which are typically higher when the equity and fixed income markets are active. Also, tri-party repo arrangements continue to remain a key revenue driver in broker-dealer services. Foreign exchange trading revenues are influenced by the volume of client transactions and the spread realized on these transactions, market volatility in major currencies, the level of cross-border assets held in custody for clients, the level and nature of underlying cross-border investments and other transactions undertaken by corporate and institutional clients. Segment expenses are principally driven by staffing levels and technology investments necessary to process transaction volumes.

26    The Bank of New York Mellon Corporation

We are one of the leading global securities servicing providers with a total of $22.1 trillion of assets under custody and administration at Sept. 30, 2009. We continue to maintain our number one ranking in the three major global custody surveys. We are one of the largest providers of fund services in the world, servicing $4.3 trillion in assets. We also service 44% of the funds in the U.S. exchange-traded funds marketplace. We are the largest custodian for U.S. corporate and public pension plans. BNY Mellon Asset Servicing services 46% of the top 50 endowments.

We are a leading custodian in the U.K. and service 30% of U.K. pensions. European asset servicing continues to grow across all products, reflecting significant cross-border investment and capital flow. In securities lending, we are one of the largest lenders of U.S. Treasury securities and depositary receipts and service a lending pool of $2.4 trillion in 30 markets around the world. We are one of the largest global providers of performance and risk analytics with $8.2 trillion in assets under measurement.

Our broker-dealer service business is a leader in global clearance, clearing equity and fixed income transactions in more than 100 markets. We clear over 60% of U.S. Government securities transactions. We are a leading collateral management agent with $1.5 trillion in tri-party balances worldwide at Sept. 30, 2009.

Review of financial results

Income before taxes was $332 million in the third quarter of 2009 compared with $109 million in the third quarter of 2008, and $394 million in the second quarter of 2009. Income before taxes, excluding intangible amortization and support agreement charges, was $319 million in the third quarter of 2009 compared with $496 million in the third quarter of 2008 and $388 million in the second quarter of 2009. The increase in income before taxes compared with the third quarter of 2008 primarily resulted from $381 million of support agreement charges recorded in the third quarter of 2008, partially offset by lower securities lending revenue, foreign exchange revenue and global market values. The sequential decrease primarily reflects lower securities lending revenue. Securities servicing fees decreased $58 million, or 9%, compared with the third quarter of 2008 and increased $16 million, or 3% (unannualized) sequentially. The decrease compared with the third quarter of 2008 reflects lower

global market values, partially offset by new business. The increase sequentially reflects new business and favorable market conditions. Asset Servicing won $1.6 trillion in assets under custody over the last 12 months.

Securities lending revenue decreased $111 million compared to the third quarter of 2008 and $53 million sequentially. The year-over-year results reflect lower loan balances due to de-leveraging in the financial markets and lower spreads. The sequential decline was due to a narrowing of spreads which are returning to more historical levels, and seasonality.

Foreign exchange and other trading decreased 31% year-over-year and 13% (unannualized) compared with the second quarter of 2009. The year-over-year decrease primarily reflects lower volumes, while the sequential decline primarily resulted from lower volatility.

Net interest revenue decreased 5% compared to the prior year and increased 8% (unannualized) sequentially. The decrease year-over-year reflects lower spreads, partially offset by higher deposit levels. The sequential increase reflects higher deposit levels and spreads.

Noninterest expense (excluding amortization of intangible assets and support agreement charges) decreased $82 million compared with the third quarter of 2008 and increased $28 million sequentially.

Year-to-date 2009 compared with year-to-date 2008

Income before taxes totaled $1.1 billion in the first nine months of 2009 compared with $1.2 billion in the first nine months of 2008. Excluding intangible amortization and support agreement charges, income before taxes decreased $483 million. Fee and other revenue decreased $721 million primarily due to lower securities lending revenue and lower market values, partially offset by new business.

Net interest revenue increased $13 million primarily driven by increased deposit levels. Noninterest expense (excluding intangible amortization and support agreement charges) decreased $225 million primarily due to strong expense control.

The Bank of New York Mellon Corporation    27

Issuer Services segment

																3Q09 vs.				Year-to-date						YTD09 vs. YTD08
(dollar amounts in millions)	3Q08			4Q08			1Q09			2Q09			3Q09			3Q08		2Q09		2009			2008
Revenue:
Securities servicing fees – issuer services	$	475		$	392		$	363		$	373		$	359		(24	)%	(4	)%	$	1,095		$	1,292		(15	)%
Other		54			44			41			37			30		(44	)	(19	)		108			123		(12	)
Total fee and other revenue		529			436			404			410			389		(26	)	(5	)		1,203			1,415		(15	)
Net interest revenue		170			211			200			185			180		6		(3	)		565			499		13
Total revenue		699			647			604			595			569		(19	)	(4	)		1,768			1,914		(8	)
Noninterest expense (ex. intangible amortization)		349			318			297			303			303		(13	)	-			903			1,014		(11	)
Income before taxes (ex. intangible amortization)		350			329			307			292			266		(24	)	(9	)		865			900		(4	)
Amortization of intangible assets		21			20			21			20			20		(5	)	-			61			61		-
Income before taxes	$	329		$	309		$	286		$	272		$	246		(25	)%	(10	)%	$	804		$	839		(4	)%
Pre-tax operating margin – GAAP		47	%		48	%		47	%		46	%		43	%						45	%		44	%
Pre-tax operating margin (ex. intangible amortization) – Non-GAAP		50	%		51	%		51	%		49	%		47	%						49	%		47	%
Average assets	$	34,264		$	38,987		$	50,855		$	52,152		$	47,966		40	%	(8	)%	$	50,314		$	33,887		48	%
Average deposits		29,546			34,294			45,963			47,293			43,183		46	%	(9	)%		45,469			29,246		55
Number of depositary receipt programs		1,354			1,338			1,330			1,320			1,322		(2	)%	-	%		1,322			1,354		(2	)%

Business description

The Issuer Services segment provides a diverse array of products and services to global fixed income and equity issuers.

As the world’s leading provider of corporate trust and agency services, BNY Mellon services $11.8 trillion in outstanding debt from 58 locations in 20 countries. We are the number one provider of corporate trust services for all major debt categories across conventional, structured credit and specialty debt. We serve as depositary for 1,322 sponsored American and global depositary receipt (DR) programs, acting in partnership with leading companies from 67 countries. In addition to top-ranked stock transfer agency services, BNY Mellon Shareowner Services offers a comprehensive suite of equity solutions, including record-keeping and corporate actions processing, demutualizations, direct investment, dividend reinvestment, proxy solicitation and employee stock plan administration.

Fee revenue in the Issuer Services segment depends on:

• the volume of issuance of fixed income securities;

• depositary receipts issuance and cancellation volume;

• corporate actions impacting depositary receipts; and

• stock transfer, corporate actions and equity trading volumes.

Expenses in the Issuer Services segment are driven by staff, equipment and space required to support the services provided by the segment.

Review of financial results

Income before taxes was $246 million in the third quarter of 2009, compared with $329 million in the third quarter of 2008 and $272 million in the second quarter of 2009. Issuer Services results reflect lower revenue due to lower interest rates and activity levels, partially offset by expense control and market share gains.

Total fee and other revenue decreased 26% year-over-year and 5% (unannualized) sequentially.

• Corporate Trust – Fee and other revenue decreased year-over-year and sequentially. Results for both periods reflect lower levels of fixed income issuances globally and lower money market related distribution fees.

28    The Bank of New York Mellon Corporation

• Depositary Receipts – Fee and other revenue decreased year-over-year and sequentially. Year-over-year revenue was impacted by lower transaction and corporate action fees, partially offset by the benefit of new business. Revenue decreased sequentially due to lower transaction fees, partially offset by seasonally higher corporate action fees.

• Shareowner Services – Fee and other revenue decreased year-over-year and sequentially. Revenue decreased year-over-year due to lower overall corporate actions activity and the impact of lower equity values on employee stock option plan fees. The sequential decrease resulted from seasonality and lower corporate action activity, partially offset by higher employee stock option plan fees.

Net interest revenue increased $10 million, or 6%, compared with the third quarter of 2008, and decreased $5 million, or 3% (unannualized), compared with the second quarter of 2009. The year-over-year increase reflects higher customer deposit balances while the sequential decrease reflects lower customer deposit balances.

Noninterest expense (excluding intangible amortization) decreased $46 million, or 13%, compared with the third quarter of 2008 and was unchanged sequentially. Strong expense control resulted in a decrease in noninterest expense year-over-year and flat expenses sequentially.

Year-to date 2009 compared with year-to-date 2008

Income before taxes totaled $804 million in the first nine months of 2009 compared with $839 million in the first nine months of 2008. Fee and other revenue decreased $212 million primarily reflecting a lower level of fixed income issuances globally and lower overall corporate actions activity, partially offset by new business. Net interest revenue increased $66 million primarily driven by higher customer deposit balances. Noninterest expense (excluding intangible amortization) decreased $111 million primarily due to strong expense control.

Clearing Services segment

																3Q09 vs.				Year-to-date						YTD09 vs. YTD08
(dollar amounts in millions unless otherwise noted)	3Q08			4Q08			1Q09			2Q09			3Q09			3Q08		2Q09		2009			2008
Revenue:
Securities servicing fees – clearing services	$	254		$	277		$	249		$	248		$	232		(9	)%	(6	)%	$	729		$	763		(4	)%
Other		63			72			72			66			59		(6	)	(11	)		197			180		9
Total fee and other revenue		317			349			321			314			291		(8	)	(7	)		926			943		(2	)
Net interest revenue		75			96			82			87			81		8		(7	)		250			225		11
Total revenue		392			445			403			401			372		(5	)	(7	)		1,176			1,168		1
Noninterest expense (ex. intangible amortization)		282			268			252			256			245		(13	)	(4	)		753			836		(10	)
Income before taxes (ex. intangible amortization)		110			177			151			145			127		15		(12	)		423			332		27
Amortization of intangible assets		8			6			7			7			6		(25	)	(14	)		20			20		-
Income before taxes	$	102		$	171		$	144		$	138		$	121		19	%	(12	)%	$	403		$	312		29	%
Pre-tax operating margin – GAAP		26	%		38	%		36	%		34	%		33	%						34	%		27	%
Pre-tax operating margin (ex. intangible amortization) – Non-GAAP		28	%		40	%		37	%		36	%		34	%						36	%		28	%
Average active accounts (in thousands)		5,442			5,472			5,452			4,999			4,771		(12	)%	(5	)%		5,072			5,298		(4	)%
Average assets	$	18,471		$	21,128		$	18,600		$	17,014		$	17,827		(3	)	5		$	17,811		$	17,428		2	%
Average margin loans	$	5,754		$	4,871		$	4,207		$	4,121		$	4,322		(25	)	5		$	4,217		$	5,597		(25	)%
Average payables to customers and broker-dealers	$	5,910		$	5,570		$	3,797		$	4,901		$	5,845		(1	)	19		$	4,855		$	5,469		(11	)%

The Bank of New York Mellon Corporation    29

Business description

Our Clearing Services segment consists of Pershing’s global clearing and execution business in over 60 markets. Located in 20 offices worldwide, Pershing provides operational support, trading services, customized, flexible technology, an expansive array of investment solutions which includes a robust managed account offering, practice management support and service excellence. Pershing works behind the scenes for its more than 1,150 customers who represent approximately five million individual investors. Pershing serves a broad array of audiences including financial intermediaries, broker-dealers, independent registered investment advisors and hedge fund managers.

Pershing is the enterprise name for Pershing, Pershing Advisor Solutions, Pershing Prime Services, iNautix USA, the Lockwood companies, and its international affiliates, Pershing Limited and Pershing Securities International Limited.

Revenue in this segment includes fees and commissions from broker-dealer services, registered investment advisor services, prime brokerage services and electronic trading services, which are primarily driven by:

• trading volumes, particularly those related to retail customers;

• overall market levels; and

• the amount of assets under administration.

A substantial amount of revenue in this segment is generated from non-transactional activities, such as asset gathering, mutual funds, money market funds and retirement programs, administration and other services. Segment expenses are driven by staff, equipment and space required to support the services provided by the segment and the cost of clearing trades.

Review of financial results

Income before taxes increased $19 million, or 19%, compared with the third quarter of 2008, and decreased $17 million, or 12% (unannualized), compared with the second quarter of 2009. Clearing services results reflect the benefit of strong expense control which helped mitigate lower market volatility.

Total fee and other revenue decreased $26 million, or 8%, compared with the third quarter of 2008 and $23 million, or 7% (unannualized) compared with the second quarter of 2009. Both decreases were primarily due to lower money market related distribution fees and trading volumes. The sequential decrease was also impacted by normal seasonality.

Strong expense control resulted in year-over-year and sequential declines in noninterest expense (excluding intangible amortization). Noninterest expense (excluding intangible amortization) declined $37 million, or 13%, compared to the third quarter of 2008 and $11 million, or 4% (unannualized), sequentially. Both decreases primarily reflect lower compensation costs and strong expense control.

Year-to-date 2009 compared with year-to-date 2008

Income before taxes totaled $403 million in the first nine months of 2009 compared with $312 million in the first nine months of 2008. Fee and other revenue decreased $17 million primarily reflecting lower money market related distribution fees and lower trading volumes. Noninterest expense (excluding intangible amortization) decreased $83 million primarily reflecting lower compensation costs and strong expense control.

30    The Bank of New York Mellon Corporation

Treasury Services segment

																3Q09 vs.				Year-to-date						YTD09 vs. YTD08
(dollar amounts in millions)	3Q08			4Q08			1Q09			2Q09			3Q09			3Q08		2Q09		2009			2008
Revenue:
Treasury services	$	125		$	129		$	121		$	128		$	124		(1	)%	(3	)%	$	373		$	371		1	%
Other		138			101			118			67			92		(33	)	37			277			376		(26	)
Total fee and other revenue		263			230			239			195			216		(18	)	11			650			747		(13	)
Net interest revenue		159			231			160			156			151		(5	)	(3	)		467			499		(6	)
Total revenue		422			461			399			351			367		(13	)	5			1,117			1,246		(10	)
Noninterest expense (ex. intangible amortization)		201			204			195			199			185		(8	)	(7	)		579			609		(5	)
Income before taxes (ex. intangible amortization)		221			257			204			152			182		(18	)	20			538			637		(16	)
Amortization of intangible assets		6			7			6			7			6		-		(14	)		19			20		(5	)
Income before taxes	$	215		$	250		$	198		$	145		$	176		(18	)%	21	%	$	519		$	617		(16	)%
Pre-tax operating margin – GAAP		51	%		54	%		50	%		41	%		48	%						46	%		50	%
Pre-tax operating margin (ex. intangible amortization) – Non-GAAP		52	%		56	%		51	%		43	%		50	%						48	%		51	%
Average loans	$	14,995		$	16,353		$	13,921		$	13,228		$	11,648		(22	)%	(12	)%	$	12,924		$	15,539		(17	)%
Average assets		22,384			34,585			28,761			24,861			24,319		9		(2	)		25,964			22,587		15
Average deposits		18,397			30,052			24,867			20,321			19,989		9		(2	)		21,708			18,589		17

Business description

The Treasury Services segment includes cash management solutions, trade finance services, international payment services, global markets, capital markets and liquidity services.

Treasury services revenue is directly influenced by the volume of transactions and payments processed, loan levels, types of service provided, net interest revenue earned from deposit balances generated by activity across our business operations and the value of the credit derivatives portfolio. Treasury services revenue is indirectly influenced by other factors including market volatility in major currencies and the level and nature of underlying cross-border investments, as well as other transactions undertaken by corporate and institutional clients. Segment expenses are driven by staff, equipment and space required to support the services provided, as well as operating services in support of volume increases.

Treasury Services offers leading-edge technology, innovative products, and industry expertise to help its clients optimize cash flow, manage liquidity and make payments around the world in more than 100 different countries. We maintain a global network of branches, representative offices and correspondent banks to provide comprehensive payment services including funds transfer, cash management, trade services and liquidity management. We are the fourth largest USD payment processor, processing about 160 thousand, or an average of about $1.6 trillion, global payments daily.

Our corporate lending strategy is to focus on those clients and industries that are major users of securities servicing and treasury services. Revenue from our lending activities is primarily driven by loan levels and spreads over funding costs.

Review of financial results

Income before taxes was $176 million in the third quarter of 2009 compared with $215 million in the third quarter of 2008, and $145 million in the second quarter of 2009. Results compared with the prior year period primarily reflect mark-to-market losses on the credit derivatives portfolio in 2009 due to the credit spread tightening, partially offset by merger related synergies and strong expense control. The increase sequentially reflects a lower level of mark-to-market losses on the credit derivatives portfolio and strong expense control.

Total fee and other revenue decreased $47 million, compared with the third quarter of 2008 and increased $21 million compared with the second quarter of 2009. The decrease compared to the third quarter of 2008 was driven by mark-to-market losses on the credit default swaps used to hedge the loan portfolio and lower Treasury services fees as a result

The Bank of New York Mellon Corporation    31

of lower global payment volumes. The increase sequentially reflects a higher valuation of the fixed income derivatives trading portfolio and a lower level of mark-to-market losses on the credit derivatives, partially offset by lower Treasury services fees due to lower global payment volumes.

Net interest revenue decreased $8 million compared to the third quarter of 2008 and $5 million sequentially. Both changes reflect lower loan levels.

Noninterest expense (excluding intangible amortization) decreased $16 million compared with the third quarter of 2008 and $14 million sequentially. Both decreases reflect the impact of merger-related synergies and overall expense control.

Year-to-date 2009 compared with year-to-date 2008

Income before taxes totaled $519 million in the first nine months of 2009 compared with $617 million in the first nine months of 2008. Fee and other revenue decreased $97 million primarily reflecting mark-to-market losses on the credit derivatives portfolio in 2009 due to the credit spread tightening. Net interest revenue decreased $32 million primarily due to lower loan volumes. Noninterest expense (excluding intangible amortization) decreased $30 million primarily reflecting merger related synergies and overall expense control.

Other Segment

																Year-to-date
(dollars in millions)	3Q08			4Q08			1Q09			2Q09			3Q09			2009			2008
Revenue:
Fee and other revenue	$	(113	)	$	(1,031	)	$	(278	)	$	(224	)	$	(4,684	)	$	(5,186	)	$	(209	)
Net interest revenue (expense)		(22	)		(3	)		20			4			21			45			(260	)
Total revenue		(135	)		(1,034	)		(258	)		(220	)		(4,663	)		(5,141	)		(469	)
Provision for credit losses		22			54			59			61			147			267			50
Noninterest expense (ex. FDIC special assessment, intangible amortization and M&I expenses)		79			244	(a)		130			142			122			394			349
Income (loss) before taxes (ex. FDIC special assessment, intangible amortization and M&I expenses)		(236	)		(1,332	)		(447	)		(423	)		(4,932	)		(5,802	)		(868	)
FDIC special assessment		-			-			-			61			-			61			-
Amortization of intangible assets		(1	)		(1	)		-			(1	)		1			-			7
M&I expenses		111			97			68			59			54			181			386
Income (loss) before taxes	$	(346	)	$	(1,428	)	$	(515	)	$	(542	)	$	(4,987	)	$	(6,044	)	$	(1,261	)
Average assets	$	40,465		$	52,688		$	32,137		$	32,402		$	32,215		$	32,262		$	43,654
Average deposits		12,216			11,478			10,062			6,923			6,507			7,822			14,098

^(a) Includes a restructuring charge of $181 million in the fourth quarter of 2008.

Business description

In July 2009, we announced an agreement to sell Mellon United National Bank (“MUNB”), our national bank located in Florida. As a result, we adopted discontinued operations accounting for MUNB. This business was formerly included in the Other segment. All prior period results have been restated.

The Other segment primarily includes:

• the results of the leasing portfolio;

• corporate treasury activities, including our investment securities portfolio;

• BNY ConvergEx 33.7% equity interest; and

• business exits and corporate overhead.

Revenue primarily reflects:

• net interest revenue from the leasing portfolio;

• any residual interest income resulting from transfer pricing algorithms relative to actual results;

• fee and other revenue from corporate and bank-owned life insurance; and

• gains (losses) associated with the valuation of investment securities and other assets.

Noninterest expense includes:

• M&I expenses;

• restructuring charges;

• direct expenses supporting leasing, investing and funding activities; and

32    The Bank of New York Mellon Corporation

• certain corporate overhead not directly attributable to the operations of other segments.

Review of financial results

Income before taxes was a loss of $5.0 billion for the third quarter of 2009, compared with a loss of $346 million in the third quarter of 2008, and a loss of $542 million in the second quarter of 2009.

The Other segment includes the following activity:

In the third quarter of 2009:

• a $4.8 billion (pre-tax) loss associated with the restructuring of the investment securities portfolio, recorded in total fee and other revenue; and

• a provision for credit losses of $147 million.

In the second quarter of 2009:

• a $208 million (pre-tax) securities loss associated with other-than-temporary (“OTTI”) recorded in total fee and other revenue; and

• a $61 million (pre-tax) FDIC special assessment.

In the third quarter of 2008:

• a $155 million (pre-tax) securities loss associated with OTTI recorded in total fee and other revenue; and

• a $112 million (pre-tax) loss related to the SILO/LILO settlement recorded in net interest revenue.

Year-to-date 2009 compared with year-to-date 2008

Income before taxes in the Other segment was a loss of $6.0 billion in the first nine months of 2009 compared with a loss of $1.3 billion in the first nine months of 2008. Total revenue decreased $4.7 billion primarily reflecting the third quarter of 2009 loss associated with the restructuring of the investment securities portfolio. Non-interest expenses (excluding the FDIC special assessment, intangible amortization and M&I expenses) increased $45 million primarily reflecting higher software expense.

Critical accounting estimates

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements contained in BNY Mellon’s 2008 Annual Report on Form 10-K. Our more critical accounting estimates are those related to goodwill and other intangibles, the allowance for credit losses, fair value of financial instruments and derivatives, OTTI and pension accounting as referenced or described below.

Critical policy	Reference
Pension accounting	BNY Mellon’s 2008 Annual Report, pages 46 and 47.
Goodwill and other intangibles	BNY Mellon’s Second Quarter 2009 Form 10-Q, pages 35 and 36.
Allowance for loan losses and allowance for lending-related commitments	BNY Mellon’s Second Quarter 2009 Form 10-Q, pages 36 and 37. See page 43 of this Form 10-Q for the impact of estimates on the allowance for credit losses.
Fair value of financial instruments	BNY Mellon’s Second Quarter 2009 Form 10-Q, pages 37 to 41. See page 37 of this Form 10-Q for the impact of market assumptions on portions of our securities portfolio.

Consolidated balance sheet review

At Sept. 30, 2009, total assets were $212.0 billion compared with $237.5 billion at Dec. 31, 2008. Deposits totaled $133.9 billion at Sept. 30, 2009 and $159.7 billion at Dec. 31, 2008. The decrease in total assets and deposits from Dec. 31, 2008 reflects a decline in the size of the balance sheet as short-term credit markets continued to ease and noninterest-bearing deposits taken in during the credit crisis decreased to more normalized levels. Total assets averaged $205.8 billion in the third quarter of 2009, compared with $208.5 billion in the second quarter of 2009 and $198.8 billion in the third quarter of 2008. Total deposits averaged $128.6 billion in the third quarter of 2009, $131.7 billion in the second quarter of 2009 and $119.0 billion in the third quarter of 2008.

At Sept. 30, 2009, we had available funds of approximately $72 billion compared with $67 billion at June 30, 2009. Our percentage of liquid assets to total assets was 34% at Sept. 30, 2009 relatively unchanged compared with 33% at June 30, 2009.

The Bank of New York Mellon Corporation    33

Investment securities were $54.4 billion or 26% of total assets at Sept. 30, 2009, compared with $39.4 billion or 17% of total assets at Dec. 31, 2008. The increase in investment securities primarily relates to our strategy of investing in debt issued by governments, government-sponsored and government-guaranteed agencies.

Loans were $36.3 billion or 17% of total assets at Sept. 30, 2009, compared with $43.4 billion or 18% of total assets at Dec. 31, 2008. The decrease in loan levels was primarily due to our institutional credit strategy to reduce targeted exposure and the reclassification of MUNB to discontinued operations in the second quarter of 2009.

Trading assets were $8.0 billion at Sept. 30, 2009 compared with $11.1 billion at Dec. 31, 2008. Trading liabilities were $7.8 billion at Sept. 30, 2009 compared with $8.1 billion at Dec. 31, 2008. The decrease in both trading assets and trading liabilities reflects the change in interest rates, foreign exchange rates and the settlement of contracts.

Total shareholders’ equity applicable to BNY Mellon was $28.3 billion at Sept. 30, 2009 and $28.1 billion at Dec. 31, 2008. The increase in total shareholders’ equity primarily reflects lower mark-to-market losses in the investment securities portfolio due to the restructuring of the investment securities portfolio, an improvement in fixed income prices, and the common stock issuance in the second quarter of 2009, partially offset by lower retained earnings and the second quarter 2009 repurchase of the Series B preferred stock and the third quarter 2009 repurchase of the warrant issued to the U.S. Treasury in connection with the TARP Capital Purchase Program.

Investment securities

The following table shows the distribution of our total securities portfolio at fair value:

Investment securities (at fair value)
(in millions)	Sept. 30, 2009		Dec. 31, 2008
Fixed income securities:
Mortgage and asset-backed securities	$	36,129	$	32,081
Government-sponsored and guaranteed debt		1,882		983
U.S. government obligations		5,106		781
U.S. government agencies		1,273		1,299
State and political subdivisions		720		1,076
Sovereign government-sponsored and guaranteed debt		6,779		-
Other		652		811
Subtotal fixed income securities		52,541		37,031
Equity securities:
Money market or fixed income funds		1,502		1,325
Other		60		41
Subtotal equity securities		1,562		1,366
Total investment securities – fair value	$	54,103	$	38,397
Total investment securities – carrying value	$	54,350	$	39,435

At Sept. 30, 2009, the carrying value of our investment securities portfolio was $54.4 billion compared with $39.4 billion at Dec. 31, 2008. Average investment securities were $53.9 billion in the third quarter of 2009, compared with $51.9 billion in the second quarter of 2009.

The increase in the securities portfolio at Sept. 30, 2009 compared with Dec. 31, 2008 primarily reflects our strategy to reduce cash held at central banks and invest in debt issued by governments, government-sponsored and government-guaranteed agencies.

Consistent with our ongoing strategy to reduce risk from the balance sheet, and reflecting the recent improvement in the fixed income markets, we sold or are in the process of restructuring the watch list portion of our investment securities portfolio. The sales and restructuring impact approximately $12.1 billion (pre-restructuring amortized cost) of investment securities. We declared our intent to sell these securities at Sept. 30, 2009 and recognized a loss of $4.8 billion. Approximately $2.1 billion fair value ($3.6 billion pre-restructuring amortized cost) of the lowest quality securities were sold subsequent to Sept. 30, 2009. The majority of the remaining $8.5 billion amortized cost, are expected to be retained on the balance sheet.

Approximately 50% of the $4.8 billion (pre-tax) charge relates to securities we plan to retain an interest in and for which we expect to recover a portion of the loss over time. Until the restructuring is complete, which is expected to be in the fourth quarter of 2009, any declines in the fair value of these securities will be reflected in our net income.

34    The Bank of New York Mellon Corporation

In conjunction with the restructuring of the investment securities portfolio, in the third quarter of 2009, we changed our intent to hold to maturity $1.7 billion of securities included in the held-to-maturity classification and recorded mark-to-market losses, both credit and non-credit, on these securities in the income statement. These securities have experienced a decrease in the credit quality of the issuer or a significant increase in the risk-weight used for regulatory capital purposes.

The fair value of the investment securities portfolio at Sept. 30, 2009 was $54.1 billion. On a pro forma basis, reflecting the subsequent sale of securities, the fair value at Sept. 30, 2009 was $52.0 billion.

The following table provides the pro forma impact at Sept. 30, 2009 of restructuring the investment securities portfolio.

Pro forma investment securities portfolio reflecting the restructuring at Sept. 30, 2009
														Pro forma 9/30/09
(dollar amounts in millions)	Amortized cost prior to restructuring		3Q09 impairment charge			Amortized cost post restructuring		Fair value			Securities sales subsequent to 9/30/09 (a)			Amortized cost		Fair value		Fair value as a % of amortized cost (b)
Watch list:
Alt-A RMBS	$	7,476	$	(2,857	)	$	4,619	$	4,470		$	(949	)	$	3,670	$	3,521	61	%
European floating rate notes		7,326		(234	)		7,092		6,167			(594	)		6,498		5,573	84
Prime/Other RMBS		5,323		(999	)		4,324		4,081			(64	)		4,260		4,017	77
Commercial MBS		2,762		(77	)		2,685		2,534			(272	)		2,413		2,262	93
Subprime RMBS		1,479		(321	)		1,158		797			(222	)		936		575	55
Credit cards		649		-			649		632			-			649		632	90
Home equity lines of credit		468		(242	)		226		216			-			226		216	39
Other		629		(103	)		526		465			-			526		465	45
Total watch list (c)	$	26,112	$	(4,833	)	$	21,279	$	19,362		$	(2,101	)	$	19,178	$	17,261	74	%
Agency RMBS		16,560		-			16,560		16,898			-			16,560		16,898	103
Other		17,695		-			17,695		17,843			-			17,695		17,843	101
Total	$	60,367	$	(4,833	)	$	55,534	$	54,103	(d)	$	(2,101	)	$	53,433	$	52,002	91	%

^(a) As of Oct. 14, 2009. Reflects securities with a pre-restructuring amortized cost of $3.6 billion.

^(b) Amortized cost before life-to-date charges.

^(c) The “Watch list” includes those securities we view as having a higher risk of impairment charges.

^(d) Includes the fair value of available for sale securities of $48.032 billion and held to maturity securities of $6.071 billion.

The following table provides the detail of the other non-watch
list investment securities.

Other non-watch list investment securities at Sept. 30, 2009
(in millions)	Amortized cost		Fair value
Sovereign government guaranteed	$	6,756	$	6,779
U.S. government obligations		5,056		5,106
Government-sponsored/government guaranteed debt		1,841		1,882
Money market mutual funds		1,502		1,502
U.S. government agencies		1,241		1,273
State and political subdivisions		691		694
Other		608		607
Total other securities	$	17,695	$	17,843

The Bank of New York Mellon Corporation    35

The following table provides a trend of the aggregate unrealized pre-tax gain (loss) of the investment securities portfolio.

Portfolio aggregate unrealized gain/(loss) – pre-tax
(dollar amounts in millions)	Dec. 31, 2008			March 31, 2009			June 30, 2009			3Q09 market improvement			Sept. 30, 2009 before restructuring			3Q09 impairment charge			Unrealized gain (loss) at Sept. 30, 2009
Watch list:
Alt-A RMBS	$	(2,764	)	$	(3,538	)	$	(3,064	)	$	58		$	(3,006	)	$	(2,857	)	$	(149	)
European floating rate notes		(1,171	)		(1,299	)		(1,523	)		364			(1,159	)		(234	)		(925	)
Prime/Other RMBS		(1,781	)		(1,455	)		(1,581	)		339			(1,242	)		(999	)		(243	)
Commercial MBS		(709	)		(513	)		(561	)		333			(228	)		(77	)		(151	)
Subprime RMBS		(591	)		(566	)		(621	)		(61	)		(682	)		(321	)		(361	)
Credit cards		(223	)		(238	)		(54	)		37			(17	)		-			(17	)
Home equity lines of credit		(224	)		(306	)		(284	)		32			(252	)		(242	)		(10	)
Other		(227	)		(326	)		(213	)		49			(164	)		(103	)		(61	)
Total watch list (a)		(7,690	)		(8,241	)		(7,901	)		1,151			(6,750	)		(4,833	)		(1,917	)
Agency RMBS		60			242			159			179			338			-			338
Other		16			31			20			128			148			-			148
Total with FAS 157-4 adjustment		(7,614	)		(7,968	)		(7,722	)		1,458			(6,264	)		(4,833	)		(1,431	)
Less: FAS 157-4 adjustment		-			1,173			377			(377	)		-			-			-
Total without FAS 157-4 Adjustment – Non-GAAP	$	(7,614	)	$	(9,141	)	$	(8,099	)	$	1,835		$	(6,264	)	$	(4,833	)	$	(1,431	)

^(a) The “Watch list” includes those securities we view as having a higher risk of impairment charges.

The pre-tax net unrealized loss on the investment securities portfolio was $1.4 billion at Sept. 30, 2009 compared with $7.7 billion, at June 30, 2009. The $6.3 billion improvement reflects the $4.8 billion impairment charge related to the restructuring and $1.5 billion ($1.8 billion without the FAS 157-4 adjustment) resulting from the improvement in the

fixed income markets. The reversal of the $377 million FAS

157-4 adjustment in the third quarter of 2009 reflects the convergence to an orderly market in the third quarter of 2009.

The following table provides the ratings on our investment securities portfolio reflecting the securities sales subsequent to Sept. 30, 2009. Ratings are based on fair value as a result, there was minimal change in categories from June 30, 2009.

Pro forma investment securities portfolio at Sept. 30, 2009
	Pro forma (a)				Ratings
(dollar amounts in millions)	Amortized cost		Fair value		AAA to AA-		A+ to A-		BBB+ to BBB-		BB+ and lower
Watch list:
Alt-A RMBS	$	3,670	$	3,521	12	%	6	%	4	%	78	%
European floating rate notes		6,498		5,573	100		-		-		-
Prime/Other RMBS		4,260		4,017	30		14		9		47
Commercial MBS		2,413		2,262	98		-		2		-
Subprime RMBS		936		575	64		12		11		13
Credit cards		649		632	1		93		1		5
Home equity lines of credit		226		216	28		-		4		68
Other		526		465	-		4		12		84
Total watch list (b)	$	19,178	$	17,261	57	%	9	%	4	%	30	%
Agency RMBS		16,560		16,898	100		-		-		-
Other (c)		17,695		17,843	97		2		1		-
Total	$	53,433	$	52,002	98	%	1	%	1	%	-	%

^(a) As of Oct. 14, 2009.

^(b) The “Watch list” includes those securities we view as having a higher risk of impairment charges.

^(c) Ratings exclude $990 million of non-rated securities.

36    The Bank of New York Mellon Corporation

At Sept. 30, 2009, we had $37 million of accretable discount related to securities acquired in the consolidation of two commercial paper conduits, Three Rivers Funding Corporation and Old Slip Funding, LLC with a remaining estimated life of approximately 2.7 years. For these securities, the accretion of discount increased net interest revenue and is recorded on a level yield basis. Discount accretion totaled $15 million in the third quarter of 2009, $24 million in the second quarter of 2009, $23 million in the third quarter of 2008, as well as $59 million and $60 million in the first nine months of 2009 and 2008, respectively.

In addition, at Sept. 30, 2009, we had $240 million of net amortizable purchase premium with a remaining estimated life of approximately 3.2 years. For these securities, the amortization of net premium decreased net interest revenue and is recorded on a level yield basis. We recorded net premium amortization of $22 million and $28 million in the third quarter and first nine months of 2009 and $9 million in the second quarter of 2009.

In 2008, we recorded $2 million of net discount accretion in the third quarter of 2008 and less than $1 million in the first nine months of 2008.

The following table provides pre-tax net investment securities losses by type.

Net investment securities losses							Year-to-date
(in millions)	3Q09		2Q09		3Q08		2009		2008
Alt-A RMBS	$	2,857	$	114	$	29	$	3,096	$	101
Prime RMBS		999		9		12		1,011		12
Subprime RMBS		321		1		12		322		12
Home equity lines of credit		234		4		10		256		68
European floating rate notes		234		66		-		304		-
Credit cards		-		26		-		28		-
Commercial MBS		89		-		-		89		-
Other		99		36		99		278		194
Total net investment securities losses	$	4,833	$	256	$	162	$	5,384	$	387

If the expected performance of the underlying collateral of any or all of these securities deteriorates, additional impairments may be recorded against such securities in future periods, as necessary.

The deterioration in the economy continues to have a significant impact on our most problematic securities, the Alt-A, subprime and prime RMBS portfolios. The investment securities losses in the first half of 2009 primarily reflected credit related losses. In the third quarter of 2009, we recognized $4.8 billion for both

credit and non-credit related losses on our securities for which we declared our intent to sell or restructure. Investment securities losses in 2008 reflected mark-to-market (both credit and non-credit) impairment securities losses.

For the Alt-A, subprime and prime portfolios not included in the restructuring activities, if we were to increase or decrease each of our loss severity and projected default rates on each of the positions in these portfolios by 100 basis points, impairment charges on these securities would have increased by $5 million (pre-tax), or decreased by less than $1 million (pre-tax) in the third quarter of 2009.

The table below shows the vintages of our Alt-A RMBS, prime/other RMBS, subprime RMBS and commercial MBS portfolios at Sept. 30, 2009, reflecting the securities sold subsequent to Sept. 30, 2009.

Vintages at Sept. 30, 2009 (Pro forma) (a)
(in millions)	Amortized cost		Fair value		Fair value as a % of amortized cost (b)
Alt-A RMBS
2007	$	810	$	810	54	%
2006		1,006		988	58
2005		1,274		1,211	63
2004 and earlier		580		512	77
Total	$	3,670	$	3,521	61	%
Prime/other RMBS
2007	$	1,279	$	1,226	73	%
2006		862		829	71
2005		1,280		1,207	78
2004 and earlier		839		755	88
Total	$	4,260	$	4,017	77	%
Subprime RMBS
2007	$	20	$	19	50	%
2006		65		65	48
2005		152		64	40
2004 and earlier		699		427	60
Total	$	936	$	575	55	%
Commercial MBS
2007	$	703	$	603	86	%
2006		639		581	91
2005		476		470	99
2004 and earlier		595		608	102
Total	$	2,413	$	2,262	93	%

^(a) As of Oct. 14, 2009.

^(b) Fair value as a percentage of amortized cost before life-to-date impairments.

The home equity lines of credit (“HELOCs”) securities are tested for impairment based on the quality of the underlying security and the condition of the monoline insurer providing credit support. At Sept. 30, 2009, HELOCs with a face value of approximately $553 million and a fair market value

The Bank of New York Mellon Corporation    37

of approximately $215 million are guaranteed by various monoline insurers. Securities were deemed impaired if we expected they would not be repaid in full without the support of the insurer and the insurer was not rated investment grade by at least one rating agency. The securities losses on HELOC securities in the third quarter of 2009 resulted from further deterioration of the underlying assets and decline in credit quality at one of the monoline insurers.

The following table shows the fair value of the European floating rate notes by geographical location at Sept. 30, 2009, reflecting the securities sold subsequent to Sept. 30, 2009.

European floating rate notes at Sept. 30, 2009 (Pro forma) (a)(b) (in millions)	United Kingdom		Netherlands		Other		Total
RMBS	$	2,373	$	1,113	$	1,222	$	4,708
Other		369		77		419		865
Total	$	2,742	$	1,190	$	1,641	$	5,573

^(a) As of Oct. 14, 2009.

^(b) Securities are in the AAA to AA- ratings category.

Included in our securities portfolio are the following securities that have a credit enhancement through a guarantee by a monoline insurer:

Investment securities guaranteed by monoline insurers (in millions)	Sept. 30, 2009			Dec. 31, 2008
Municipal securities	$	587		$	591
Mortgage-backed securities		138			171
Home equity lines of credit securities		215			334
Other asset-backed securities		9			7
Total fair value	$	949	(a)	$	1,103
Amortized cost less securities losses	$	966		$	1,384
Mark-to-market unrealized (loss) (pre-tax)	$	(17	)	$	(281	)

^(a) The par value guaranteed by the monoline insurers was $1.4 billion.

At Sept. 30, 2009, securities guaranteed by monoline insurers were rated 29% AAA to AA-, 21% A+ to A-, 17% BBB+ to BBB- and 33% BB+ and lower. In all cases, when purchasing the securities, we reviewed the credit quality of the underlying securities, as well as the insurer.

See Note 16 to the Notes to Consolidated Financial Statements for the detail of securities by level in the fair value hierarchy.

Loans

Total loans (in billions)	Sept. 30, 2009		Dec. 31, 2008
Period end:
Non-margin	$	32.3	$	39.4
Margin		4.0		4.0
Total	$	36.3	$	43.4
Quarterly average:
Non-margin	$	30.2	$	45.0
Margin		4.3		4.9
Total	$	34.5	$	49.9

Total loans were $36.3 billion at Sept. 30, 2009, compared with $43.4 billion at Dec. 31, 2008. The decrease in total loans primarily reflects our credit strategy to reduce targeted risk exposure, the reclassification of MUNB to discontinued operations and lower overdrafts.

The following table provides additional details on our credit exposures and outstandings at Sept. 30, 2009 compared with Dec. 31, 2008.

38    The Bank of New York Mellon Corporation

Total exposure - consolidated	Sept. 30, 2009						Dec. 31, 2008
(in billions)	Loans		Unfunded commitments		Total exposure		Loans		Unfunded commitments		Total exposure
Non-margin loans:
Financial institutions	$	9.3	$	19.0	$	28.3	$	11.0	$	23.2	$	34.2
Commercial		3.7		23.9		27.6		6.3		24.9		31.2
Subtotal institutional		13.0		42.9		55.9		17.3		48.1		65.4
Wealth management loans and mortgages		5.9		1.6		7.5		5.3		2.3		7.6
Lease financing		3.6		-		3.6		4.0		0.1		4.1
Commercial real estate		1.9		1.6		3.5		3.1		1.7		4.8
Other residential mortgages		2.3		-		2.3		2.5		0.1		2.6
Overdrafts		5.5		-		5.5		7.0		-		7.0
Other		0.1		0.2		0.3		0.2		0.3		0.5
Subtotal non-margin loans		32.3		46.3		78.6		39.4		52.6		92.0
Margin loans		4.0		-		4.0		4.0		-		4.0
Total	$	36.3	$	46.3	$	82.6	$	43.4	$	52.6	$	96.0

At Sept. 30, 2009, total exposures were $82.6 billion, a decrease of 14% from $96.0 billion at Dec. 31, 2008, reflecting our credit strategy to reduce risk in our portfolio, the reclassification of $1.9 billion of MUNB exposure to discontinued operations and lower overdrafts.

Our financial institutions and commercial portfolios comprise our largest concentrated risk. These portfolios make up 68% of our total lending exposure.

Financial institutions

The diversity of the financial institutions portfolio is shown in the following table:

Financial institutions portfolio exposure	Sept. 30, 2009										Dec. 31, 2008
(dollar amounts in billions)	Loans		Unfunded commitments		Total exposure		% Inv grade		% due <1 yr		Loans		Unfunded commitments		Total exposure
Insurance	$	0.4	$	6.1	$	6.5	89	%	48	%	$	0.6	$	6.4	$	7.0
Securities industry		4.2		1.9		6.1	86		94			4.0		2.9		6.9
Banks		2.9		3.1		6.0	64		89			3.5		2.4		5.9
Asset managers		0.9		2.8		3.7	95		80			0.8		5.5		6.3
Government		0.2		3.1		3.3	93		24			1.4		3.0		4.4
Other		0.7		2.0		2.7	83		38			0.7		3.0		3.7
Total	$	9.3	$	19.0	$	28.3	84	%	67	%	$	11.0	$	23.2	$	34.2

The financial institutions portfolio exposure was $28.3 billion at Sept. 30, 2009, compared to $34.2 billion at Dec. 31, 2008. The decrease from Dec. 31, 2008 primarily reflects lower exposure in nearly every category. Exposures to financial institutions are high quality with 84% meeting the investment grade equivalent criteria of our rating system at Sept. 30, 2009. These exposures are generally short-term, with 67% expiring within one year and are frequently secured by securities that we hold in custody on behalf of those financial institutions. For example, securities industry and asset managers often borrow against marketable securities held in custody.

As a conservative measure, our internal credit rating classification for international counterparties caps the rating based upon the sovereign rating of the country where the counterparty resides regardless of the credit rating of the counterparty or the underlying collateral.

Our exposure to banks is predominately to investment grade counterparties in developed countries. Non-investment grade bank exposures are short-term in nature supporting our global trade finance and U.S. dollar clearing businesses in developing countries.

The Bank of New York Mellon Corporation    39

The asset manager portfolio exposures are high quality with 95% meeting our investment grade equivalent ratings criteria as of Sept. 30, 2009. These exposures are generally short-term liquidity facilities with the vast majority to regulated mutual funds.

At Sept. 30, 2009, insurance exposure in the table above included $53 million of direct credit exposure to five monoline financial guaranty insurers, down 57% from $122 million at Dec. 31, 2008. We also extend facilities which provide liquidity, primarily for variable rate tax exempt securities wrapped by monoline insurers. The credit approval for these facilities is based on an assessment of the underlying tax exempt issuer and is not solely dependent upon the monoline.

Commercial

The diversity of the commercial portfolio is shown in the following table:

Commercial portfolio exposure	Sept. 30, 2009										Dec. 31, 2008
(dollar amounts in billions)	Loans		Unfunded commitments		Total exposure		% Inv grade		% due <1 yr		Loans		Unfunded commitments		Total exposure
Media and telecom	$	0.8	$	2.1	$	2.9	57	%	19	%	$	1.1	$	2.3	$	3.4
Manufacturing		1.1		6.8		7.9	81		20			1.5		7.9		9.4
Energy and utilities		0.7		6.6		7.3	86		16			1.7		6.1		7.8
Services and other		1.1		8.4		9.5	82		36			2.0		8.6		10.6
Total	$	3.7	$	23.9	$	27.6	80	%	24	%	$	6.3	$	24.9	$	31.2

The commercial portfolio exposure decreased 12% to $27.6 billion at Sept. 30, 2009, from $31.2 billion at Dec. 31, 2008, reflecting decreased exposure across all exposure categories. Our goal is to migrate towards a predominantly investment grade portfolio, with targeted exposure reductions over the next several years.

We continue to actively monitor automotive industry exposure given ongoing weakness in the domestic automotive industry. At Sept. 30, 2009, total exposures in our automotive portfolio included $145 million of secured exposure to one of the big three

U.S. automotive manufacturers. This exposure was reduced 35% in the first nine months of 2009, reflecting paydowns. We also had $104 million of exposure to six automotive suppliers at Sept. 30, 2009. This exposure has decreased 38% from Dec. 31, 2008 as a result of paydowns and loan sales.

The table below summarizes the percent of the financial institutions and commercial exposures that are investment grade.

Percent of the portfolios that are investment grade
	Sept. 30, 2008		Dec. 31, 2008		March 31, 2009		June 30, 2009		Sept. 30, 2009
Financial institutions	90	%	90	%	88	%	90	%	84	%
Commercial	81	%	80	%	78	%	80	%	80	%

Wealth Management loans and mortgages

Wealth Management loans and mortgages are primarily composed of loans to high-net-worth individuals, which are secured by residential property and marketable securities. Wealth management mortgages are primarily interest-only adjustable rate mortgages with an average loan to value ratio of

64% at origination. Less than 1% of the mortgages in the wealth management portfolio were past due at Sept. 30, 2009. The increase in total wealth management loans and mortgages primarily relates to increased mortgage activity.

At Sept. 30, 2009, the private wealth mortgage portfolio was comprised of the following

40    The Bank of New York Mellon Corporation

concentrations: New York – 22%; Massachusetts 17%; California 17%; Florida 9%; and other 35%.

Lease financings

The leasing portfolio consisted of non-airline exposures of $3.4 billion and $239 million of airline exposures at Sept. 30, 2009. Approximately 90% of the leasing exposure is investment grade. At Sept. 30, 2009, we carried no automotive exposure in our leasing portfolio.

At Sept. 30, 2009, our $239 million of exposure to the airline industry consisted of a $20 million real estate lease exposure, as well as the airline-leasing portfolio which included $83 million to major U.S. carriers, $122 million to foreign airlines and $14 million to U.S. regionals.

The airline industry continued to face difficult operating conditions in the third quarter of 2009. A weaker economic outlook for the remainder of 2009 is having a dampening effect on airline financial results and aircraft values in the secondary market. Because of these factors, we continue to maintain a sizable allowance for loan losses against these exposures and to closely monitor the portfolio.

Commercial real estate

Real estate facilities are focused on experienced owners and are structured with moderate leverage based on existing cash flows. Our commercial real estate lending activities include both construction facilities and medium-term loans. Our client base consists of experienced developers and long-term holders of real estate assets. Loans are approved on the basis of existing or projected cash flow, and supported by appraisals and knowledge of local market conditions. Development loans are structured with moderate leverage, and in most instances, involve some level of recourse to the developer. Our commercial real estate exposure totaled $3.5 billion at Sept. 30, 2009 and $4.8 billion at Dec. 31, 2008. In June of this year, we reclassified the commercial real estate portfolio at MUNB to discontinued operations. At Sept. 30, 2009, approximately 71% of our commercial real estate portfolio was secured. The secured portfolio is diverse by project type with approximately 56% secured by residential buildings, approximately 29% secured by office buildings, approximately 9% secured by retail properties and 6% by other categories. Approximately 94% of

the unsecured portfolio is allocated to real estate investment trusts (“REITs”) under revolving credit agreements.

At Sept. 30, 2009, our commercial real estate portfolio was comprised of the following concentrations: New York metro – 53%; investment grade REITs – 30%; and other – 17%.

Other residential mortgages

The other residential mortgage portfolio primarily consists of 1-4 family residential mortgage loans and totaled $2.3 billion at Sept. 30, 2009. Included in this portfolio is approximately $1.0 billion of mortgage loans purchased in 2005, 2006 and the first quarter of 2007 that are predominantly prime mortgage loans, with a small portion of Alt-A loans. As of Sept. 30, 2009, the remaining prime and Alt-A mortgage loans in this portfolio had a weighted-average original loan-to-value ratio of 75% and approximately 22% of these loans were at least 60 days delinquent. In addition, the properties securing the prime and Alt-A mortgage loans were located (in order of concentration) in California, Florida, Virginia, the tri-state area (New York, New Jersey and Connecticut) and Maryland.

To determine the projected loss on the prime and Alt-A mortgage portfolio, we calculate the total estimated defaults of these mortgages and multiply that amount by an estimate of realizable value upon sale in the marketplace (severity).

At Sept. 30, 2009, we had less than $15 million in subprime mortgages included in our other residential mortgage portfolio. The subprime loans were issued to support our Community Reinvestment Act requirements.

Overdrafts

Overdrafts primarily relate to custody and securities clearance clients. Overdrafts occur on a daily basis in the custody and securities clearance business and are generally repaid within two business days.

Other loans

Other loans are composed largely of Community Development Corporation and non-mortgage Community Reinvestment Act loans.

The Bank of New York Mellon Corporation    41

Asset quality and allowance for credit losses

Over the past several years, we have improved our risk profile through greater focus on clients who are active users of our non-credit services, de-emphasizing broad-based loan growth. Our primary exposure to the credit risk of a customer consists of funded loans, unfunded formal contractual commitments to lend, standby letters of credit and overdrafts associated with our custody and securities clearance businesses.

The role of credit has shifted to one that complements our other services instead of as a lead product. Credit solidifies customer relationships and, through a disciplined allocation of capital, can earn acceptable rates of return as part of an overall relationship.

We have implemented a credit strategy to reduce exposures that no longer meet risk/return criteria, including an assessment of overall relationship profitability. In addition, we make use of credit derivatives and other risk mitigants as economic hedges of portions of the credit risk in our portfolio. The effect of these transactions is to transfer credit risk to creditworthy, independent third parties.

Allowance for credit losses (dollar amounts in millions)	Sept. 30, 2009			June 30, 2009			Dec. 31, 2008			Sept. 30, 2008
Margin loans	$	3,978		$	3,922		$	3,977		$	5,464
Non-margin loans		32,291			34,312			39,417			53,578
Total loans	$	36,269		$	38,234		$	43,394		$	59,042
Quarterly activity
Allowance for credit losses:
Beginning balance	$	526		$	559		$	494		$	486
Transferred to discontinued operations		-			(40	)		-			-
Provision for credit losses (a)		147			61			60			30
Net (charge-off) recoveries:
Commercial		(62	)		(25	)		(11	)		(8	)
Commercial real estate		-			(13	)		(3	)		(2	)
Other residential mortgages		(15	)		(16	)		(11	)		(5	)
Foreign		-			-			1			(9	)
Wealth management		-			-			(1	)		-
Leasing		-			-			-			2
Net (charge-offs)		(77	)		(54	)		(25	)		(22	)
Total allowance for credit losses (a)	$	596		$	526		$	529		$	494
Allowance for loan losses	$	456		$	434		$	415		$	365
Allowance for unfunded commitments	$	140		$	92		$	114		$	129
Allowance for loan losses as a percent of total loans		1.26	%		1.14	%		0.96	%		0.62	%
Allowance for loan losses as a percent of non-margin loans		1.41	%		1.27	%		1.05	%		0.68	%
Total allowance for credit losses as a percent of total loans		1.64	%		1.38	%		1.22	%		0.84	%
Total allowance for credit losses as a percent of non-margin loans		1.84	%		1.53	%		1.34	%		0.92	%

^(a) The provision and allowance for credit losses at Sept. 30, 2009 and June 30, 2009 excludes discontinued operations. The allowance for credit losses includes discontinued operations of $35 million at Dec. 31, 2008 and $33 million at Sept. 30, 2008. The provision for credit losses includes discontinued operations of $5 million at Dec. 31, 2008 and $7 million at Sept. 30, 2008.

The total allowance for credit losses was $596 million at Sept. 30, 2009, $526 million at June 30, 2009, $529 million at Dec. 31, 2008 and $494 million at Sept. 30, 2008. The increase in the allowance for credit losses compared with June 30, 2009 resulted from a provision for credit losses of $147 million, partially offset by net charge-offs of $77 million. The increase in the provision for credit losses primarily related to downgrades in the insurance and media portfolios. We expect the provision to decline in the fourth quarter of 2009. The ratio of the total allowance for credit losses to non-margin loans was 1.84% at Sept. 30, 2009, 1.53% at June 30, 2009, 1.34% at Dec. 31, 2008 and 0.92% at Sept. 30, 2008. The ratio of the allowance for loan losses to non-margin loans was 1.41% at Sept. 30, 2009, 1.27% at June 30, 2009, 1.05% at Dec. 31, 2008 and 0.68% at Sept. 30, 2008. The growth in these ratios resulted from a lower level of

42    The Bank of New York Mellon Corporation

non-margin loans and additional reserves resulting from higher risk-rated loans and mortgages, and an increase in nonperforming loans.

We had $4.0 billion of secured margin loans on our balance sheet at Sept. 30, 2009 compared with $3.9 billion at June 30, 2009. We have rarely suffered a loss on these types of loans and do not allocate any of our allowance for credit losses to them. As a result, we believe that the ratio of total allowance for credit losses to non-margin loans is a more appropriate metric to measure the adequacy of the reserve.

The allowance for loan losses and the allowance for unfunded commitments consists of three elements:

• an allowance for impaired credits (nonaccrual loans over $1 million);

• an allowance for higher risk rated credits and pass rated credits; and

• an unallocated allowance based on general economic conditions and risk factors in our individual markets.

The first element, impaired credits, is based on individual analysis of all nonperforming loans over $1 million. The allowance is measured by the difference between the recorded value of impaired loans and their impaired value. Impaired value is either the present value of the expected future cash flows from the borrower, the market value of the loan, or the fair value of the collateral.

The second element, higher risk-rated credits and pass rated credits, is based on our expected loss model. Borrowers are assigned to pools based on their credit ratings. The expected loss for each loan in a pool incorporates the borrower’s credit rating, loss given default rating and maturity. The loss given default incorporates a recovery expectation. The borrower’s probability of default is derived from the associated credit rating. Borrower ratings are reviewed at least annually and are periodically mapped to third party databases, including rating agency and default and recovery databases, to ensure ongoing consistency and validity. Higher risk-rated credits are reviewed quarterly. Commercial loans over $1 million are individually analyzed before being assigned a credit rating. We also apply this technique to our leasing and wealth management portfolios. At our subsidiary banks that provide credit to small businesses,

exposures are pooled and reserves are established based on historic portfolio losses.

The third element, the unallocated allowance, is based on management’s judgment regarding the following factors:

• Economic conditions including duration of the current cycle;

• Collateral values;

• Specific credits and industry conditions;

• Results of bank regulatory and internal credit exams;

• Geopolitical issues and their impact on the economy; and

• Volatility and model risk.

Based on an evaluation of these three elements, including individual credits, historical credit losses, and global economic factors, we have allocated our allowance for credit losses on a continuing operations basis as follows:

Allocation of allowance for credit losses	Sept. 30, 2009		June 30, 2009		Dec. 31, 2008 (a)		Sept. 30, 2008 (a)
Commercial	65	%	67	%	57	%	56	%
Other residential mortgages	19		19		15		14
Commercial real estate	6		2		10		6
Wealth management	3		5		5		3
Foreign	1		1		1		2
Unallocated	6		6		12		19
Total	100	%	100	%	100	%	100	%

^(a) Includes discontinued operations.

The allocation of allowance for credit losses is inherently judgmental, and the entire allowance for credit losses is available to absorb credit losses regardless of the nature of the loss.

The unallocated allowance reflects various factors in the current credit environment and is also available to, among other things, absorb further deterioration across all of our portfolios resulting from the current economic environment. The unallocated allowance for credit losses was $34 million or 6% at Sept. 30, 2009, up from $29 million or 6% at June 30, 2009, down from $62 million or 12% at Dec. 31, 2008 and $93 million or 19% at Sept. 30, 2008. At Sept. 30, 2009, if the unallocated allowance, as a percentage of the total allowance, was 5% higher, the allowance would have increased by approximately $33 million.

The credit rating assigned to each credit is another significant variable in determining the allowance. If each credit were rated one grade better, the

The Bank of New York Mellon Corporation    43

allowance would have decreased by $151 million, while if each credit were rated one grade worse, the allowance would have increased by $204 million. Similarly, if the loss given default were one rating worse, the allowance would have increased by $76 million, while if the loss given default were one rating better, the allowance would have decreased by $67 million. For impaired credits, if the fair value of the loans was 10% higher or lower, the allowance would have decreased or increased by $5 million, respectively.

Nonperforming assets

The following table shows the distribution of non-performing assets.

Nonperforming assets (dollar amounts in millions)	Sept. 30, 2009			June 30, 2009			Dec. 31, 2008
Loans:
Commercial	$	251		$	82		$	60
Other residential mortgages		186			170			99
Commercial real estate		63			58			124
Wealth management		55			61			1
Foreign		-			1			-
Total nonperforming loans		555			372			284
Other assets owned		5			6			8
Total nonperforming assets (a)	$	560		$	378		$	292
Nonperforming assets ratio		1.5	%		1.0	%		0.7	%
Allowance for loan losses/ nonperforming loans		82.2			116.7			146.1
Allowance for loan losses/ nonperforming assets		81.4			114.8			142.1
Total allowance for credit losses/ nonperforming loans		107.4			141.4			186.3
Total allowance for credit losses/ nonperforming assets		106.4			139.2			181.2

^(a) Nonperforming assets at Sept. 30, 2009 and June 30, 2009 exclude discontinued operations. Nonperforming assets at Dec. 31, 2008 includes discontinued operations of $96 million.

The increase in nonperforming assets compared with June 30, 2009 resulted from $137 million in the insurance portfolio, $25 million in the media portfolio and a $16 million net increase in other residential mortgages. These increases were partially offset by $51 million in net charge-offs and $24 million of paydowns/sales. The ratio of allowance for loan losses to nonperforming assets was 81.4% at Sept. 30, 2009 compared with 114.8% at June 30, 2009.

Commercial loans are placed on nonaccrual status when principal or interest is past due 90 days or more, or when there is reasonable doubt that interest or principal will be collected. Residential mortgage loans are generally placed on nonaccrual status, when, in our judgment, collection is in doubt or the loans

are 90 days or more delinquent, subject to an impairment test. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed against current period interest revenue. Interest receipts on nonaccrual and impaired loans are recognized as interest revenue or are applied to principal when we believe the ultimate collectability of principal is in doubt. Nonaccrual loans generally are restored to an accrual basis when principal and interest become current.

The allowance for credit losses is reduced by the charge-off of loans and other credit extensions. Loans, or portions thereof, and other forms of credit extensions will be charged off at the time they are deemed to be uncollectible or as otherwise required by applicable regulations or direction from regulatory agencies. BNY Mellon’s practice is to record charge-offs at the end of each quarter.

Nonperforming assets quarterly activity (in millions)	Sept. 30, 2009			June 30, 2009			Dec. 31, 2008
Balance at beginning of period	$	378		$	421		$	267
Additions		264			143			45
Net charge-offs		(51	)		(21	)		(15	)
Paydowns/sales		(24	)		(5	)		(5	)
Transferred to discontinued operations		-			(156	)		-
Other		(7	)		(4	)		-
Balance at end of period	$	560		$	378		$	292

Loans past due 90 days and still accruing interest totaled $421 million at Sept. 30, 2009 compared with $428 million at June 30, 2009. Past due loans at both Sept. 30, 2009 and June 30, 2009 include loans to an asset manager that has filed for bankruptcy (see Legal proceedings). These loans are well secured, largely by cash and high grade fixed income securities, and are in the process of collection. The remainder of past due loans at Sept. 30, 2009 primarily include             ; $77 million of other residential mortgages and $25 million of commercial real estate.

Interest income would have increased by $1.3 million and $2.9 million for the third quarters of 2009 and 2008 if loans on nonaccrual status at Sept. 30, 2009 and 2008 had been performing for the entire period. On a year-to-date basis, interest income would have increased by $6.8 million and $4.4 million for 2009 and 2008 had loans on nonaccrual status been performing for the entire period.

Impaired loans

The following table sets forth information about our impaired loans. We use the discounted cash flow,

44    The Bank of New York Mellon Corporation

collateral value, or market price methods for valuing our impaired loans.

Impaired loans (in millions)	Sept. 30, 2009		June 30, 2009		Dec. 31, 2008		Sept. 30, 2008
Impaired loans with an allowance	$	349	$	200	$	165	$	151
Impaired loans without an allowance (a)		5		1		21		31
Total impaired loans	$	354	$	201	$	186	$	182
Allowance for impaired loans (b)	$	52	$	41	$	51	$	40
Average balance of impaired loans during quarter		256		186		178		184

^(a) When the discounted cash flows, collateral value or market price equals or exceeds the carrying value of the loan, then the loan does not require an allowance under the accounting standard related to impaired loans.

^(b) The allowance for impaired loans is included in the allowance for loan losses.

Deposits

Total deposits were $133.9 billion at Sept. 30, 2009, compared with $159.7 billion at Dec. 31, 2008. The decrease in deposits reflects the roll-off of client cash as the credit markets continued to ease and deposits taken in during the credit crisis decreased to more normal levels.

Noninterest-bearing deposits were $30.8 billion at Sept. 30, 2009, compared with $55.8 billion at Dec. 31, 2008. Interest-bearing deposits were $103.1 billion at Sept. 30, 2009, compared with $103.9 billion at Dec. 31, 2008.

Support agreements

In 2008, we voluntarily provided support to clients invested in money market mutual funds, cash sweep funds and similar collective funds, managed by our affiliates, as well as clients invested in funds within our securities lending business.

These support agreements are designed to enable these funds to continue to operate at a stable share price of $1.00. In the third quarter of 2009, we recorded support agreement charges of $13 million (pre-tax). This charge reflects the final support agreement charge for four Dreyfus money market funds, partially offset by a reduction in the support agreement reserve primarily due to improved pricing of Lehman Brothers (“Lehman”) securities. The support agreements supporting the Dreyfus money market funds have expired and were completed. At Sept. 30, 2009, the value of Lehman securities increased to 16.75% from 14.75% at June 30, 2009.

At Sept. 30, 2009, our additional potential maximum exposure to support agreements was approximately $138 million, based on the securities subject to these agreements being valued at zero and the NAV of the related funds declining below established thresholds. This exposure includes agreements covering Lehman securities ($80 million) as well as other client agreements ($58 million).

Liquidity and dividends

We maintain our liquidity through the management of our assets and liabilities, utilizing worldwide financial markets. The diversification of liabilities reflects our efforts to maintain flexibility of funding sources under changing market conditions. Stable core deposits from our institutional services and wealth management businesses are generated through our diversified network and managed with the use of trend studies and deposit pricing. The use of derivative products such as interest rate swaps and financial futures enhances liquidity by enabling us to issue long-term liabilities with limited exposure to interest rate risk. Liquidity also results from the maintenance of a portfolio of assets that can be easily sold and the monitoring of unfunded loan commitments, thereby reducing unanticipated funding requirements. Unrealized losses in the securities portfolio have not had an adverse impact on our liquidity. Liquidity is managed on both a consolidated basis and at The Bank of New York Mellon Corporation parent company (“Parent”).

At Sept. 30, 2009, we had approximately $54 billion of liquid funds and $18 billion of cash (including approximately $15 billion on deposit with the Federal Reserve and other central banks) for a total of approximately $72 billion of available funds. This compares with available funds of $105 billion at Dec. 31, 2008. Our liquid assets to total assets were 34% at Sept. 30, 2009, compared with 44% at Dec. 31, 2008. This decrease reflects lower cash balances, primarily deposits with the Federal Reserve and other central banks, resulting from the decline in noninterest-bearing deposits as the balance sheet returned to expected levels during 2009.

On an average basis for the first nine months of 2009 and 2008, non-core sources of funds such as money market rate accounts, certificates of deposits greater than $100,000, federal funds purchased and other borrowings were $24.6 billion and $21.9 billion, respectively. The increase primarily reflects a higher

The Bank of New York Mellon Corporation    45

level of money market rate accounts, partially offset by lower levels of federal funds purchased and certificates of deposits greater than $100,000. Average foreign deposits, primarily from our European-based securities servicing business, were $72.9 billion and $68.5 billion for the first nine months of 2009 and 2008, respectively. The increase in foreign deposits reflects greater liquidity from our corporate trust business. Domestic savings and other time deposits averaged $6.1 billion for the first nine months of 2009, compared with $7.6 billion for the first nine months of 2008. The first nine months of 2008 included the impact of a large government deposit.

Average payables to customers and broker-dealers were $4.9 billion for the first nine months of 2009 and $5.5 billion for the first nine months of 2008. Long-term debt averaged $16.6 billion in the first nine months of both 2009 and 2008. Average noninterest-bearing deposits increased to $36.9 billion in the first nine months of 2009 from $27.7 billion in the first nine months of 2008, primarily reflecting a significant increase in customer deposits in late 2008, reflecting a flight to quality. A significant reduction in our securities servicing businesses would reduce our access to deposits.

The Parent has five major sources of liquidity:

• cash on hand;

• dividends from its subsidiaries;

• the commercial paper market;

• a revolving credit agreement with third party financial institutions; and

• access to the capital markets.

Restrictions on our ability to obtain funds from our subsidiaries are discussed in more detail in Note 22 to the Notes to Consolidated Financial Statements contained in BNY Mellon’s 2008 Annual Report on Form 10-K.

At Sept. 30, 2009, our bank subsidiaries had the ability to pay dividends of approximately $214 million to the Parent without the need for a regulatory waiver. As a result of charges related to the restructuring of the securities portfolios, The Bank of New York Mellon and BNY Mellon, N.A. will require regulatory approval prior to paying a dividend. Despite this limitation, management estimates that liquidity at the Parent corporation will continue to be sufficient to meet BNY

Mellon’s ongoing quarterly dividend requirement. In addition, at Sept. 30, 2009, nonbank subsidiaries of the Parent had liquid assets of approximately $1.1 billion.

For the quarter ended Sept. 30, 2009, the Parent’s quarterly average commercial paper borrowings were $175 million compared with $32 million for the quarter ended Sept. 30, 2008. The Parent had cash of $4.7 billion at Sept. 30, 2009 compared with $5.0 billion at Dec. 31, 2008. Commercial paper outstandings issued by the Parent were $163 million and $16 million at Sept. 30, 2009 and Dec. 31, 2008, respectively. Net of commercial paper outstanding, the Parent’s cash position at Sept. 30, 2009 decreased by $438 million compared with Dec. 31, 2008 reflecting the repurchase of the preferred stock and the warrant issued to the Treasury as part of TARP Capital Purchase Program, primarily offset by common stock and debt offerings in the second quarter of 2009. The Parent’s liquidity target is to have sufficient cash on hand to meet its obligations over the next 18 months without the need to take dividends from its bank subsidiaries or issue debt.

We currently have a $226 million credit agreement with 10 financial institutions that matures in October 2011. The fee on this facility depends on our credit rating and at Sept. 30, 2009 was 6 basis points. The credit agreement requires us to maintain:

• shareholders’ equity of $5 billion;

• a ratio of Tier 1 capital plus the allowance for credit losses to nonperforming assets of at least 2.5;

• a double leverage ratio less than 1.3; and

• adequate capitalization of all our bank subsidiaries for regulatory purposes.

We are currently in compliance with these covenants. There were no borrowings under this facility at Sept. 30, 2009.

We also have the ability to access the capital markets. In July 2007, we filed an S-3 shelf registration statement with the SEC covering the issuance of an unlimited amount of debt, common stock, preferred stock and trust preferred securities.

Access to the capital markets is partially dependent on our credit ratings, which, as of Sept. 30, 2009 were as follows:

46    The Bank of New York Mellon Corporation

Debt ratings at Sept. 30, 2009	Moody’s	Standard & Poor’s	Fitch	DBRS
Parent:
Long-term senior debt	Aa2	AA-	AA-	AA (low)
Subordinated debt	Aa3	A+	A+	A (high)
The Bank of New York Mellon:
Long-term senior debt	Aaa	AA	AA-	AA
Long-term deposits	Aaa	AA	AA	AA
BNY Mellon, N.A.:
Long-term senior debt	Aaa	AA	AA-	AA
Long-term deposits	Aaa	AA	AA	AA
Outlook	Stable	Stable	Stable	Stable (long-term)

In October 2009, the rating agencies affirmed all of the ratings of BNY Mellon and its subsidiaries.

The Parent’s major uses of funds are payment of dividends, principal and interest on its borrowings, acquisitions and additional investments in its subsidiaries.

The Parent has $725 million of long-term debt that will become due in the fourth quarter of 2009. The Parent has the option to call $384 million of subordinated debt in the remainder of 2009, which it expects to call and refinance if market conditions are favorable.

We have $850 million of trust-preferred securities that are callable in 2009. These securities qualify as Tier 1 capital. We have not yet decided if we will call these securities. The decision to call will be based on interest rates, the availability of cash and capital, and regulatory conditions. If we call the trust preferred securities, we expect to replace them with new trust preferred securities or senior or subordinated debt. See discussion of qualification of trust preferred securities as capital in Capital.

BNY Mellon has $1.85 billion of long-term debt which is scheduled to mature in 2010.

On Aug. 5, 2009, BNY Mellon repurchased, for $136 million, the warrant issued to the U.S. Treasury in connection with the TARP Capital Purchase Program. The repurchase reduced BNY Mellon’s Tier 1 capital ratio by 11 basis points.

The double leverage ratio is the ratio of investment in subsidiaries divided by our consolidated equity plus trust preferred securities. Our double leverage ratios

at Sept. 30, 2009 and 2008 were 103.03% and 102.78%, respectively. Our target double leverage ratio is a maximum of 120%. The double leverage ratio is monitored by regulators and rating agencies and is an important constraint on our ability to invest in our subsidiaries and to expand our businesses.

In the third quarter of 2009, BNY Mellon contributed $300 million to its primary pension plan.

Pershing LLC, an indirect subsidiary of BNY Mellon, has committed and uncommitted lines of credit in place for liquidity purposes. The committed line of credit of $905 million with 15 financial institutions matures in March 2010. In the third quarter of 2009, the average borrowing against this line of credit was $7 million. Additionally, Pershing has another committed line of credit for $125 million extended by one financial institution that matures in September 2010. The average borrowing against this line of credit was $5 million during the third quarter of 2009. Pershing LLC has five separate uncommitted lines of credit amounting to $1.225 billion in aggregate. Average daily borrowing under these lines was $30 million, in aggregate, during the third quarter of 2009.

Pershing Limited, an indirect U.K.-based subsidiary of BNY Mellon, has committed and uncommitted lines of credit in place for liquidity purposes which are guaranteed by the Parent. The committed line of credit of $171 million is with four financial institutions and matures in March 2010. In the third quarter of 2009, there were no borrowings against these lines of credit. Pershing Limited has three separate uncommitted lines of credit amounting to $250 million in aggregate. Average daily borrowing under these lines was $19 million, in aggregate, during the third quarter of 2009.

Statement of cash flows

Cash provided by operating activities was $2.5 billion for the nine months ended Sept. 30, 2009, compared with $1.5 billion for the nine months ended Sept. 30, 2008. In the first nine months of 2009, earnings excluding the noncash impact of securities losses, and accruals and other balances, partially offset by changes in trading activities, were a significant source of funds. In the first nine months of 2008, earnings were a significant source of funds.

The Bank of New York Mellon Corporation    47

In the first nine months of 2009, cash provided by investing activities was $24.8 billion compared with $37.6 billion used for investing activities in the first nine months of 2008. In the first nine months of 2009, a decrease in interest-bearing deposits with the Federal Reserve and other central banks was a significant source of funds, partially offset by purchases of securities available for sale. In the first nine months of 2008, change in interest-bearing deposits and net principal disbursed on loans to customers were a significant use of funds.

Through Sept. 30, 2009, cash used for financing activities was $28.8 billion, compared to $75.0 billion provided by financing activities in the first nine months of 2008. In the first nine months of 2009, change in deposits, other borrowed funds and the repurchase of the Series B preferred stock and the warrant were significant uses of funds, partially offset by proceeds from the issuance of long term debt and common stock, and the change in federal funds purchased and securities sold under repurchase agreements. In the first nine months of 2008, change in deposits and other borrowed funds were significant sources of funds, partially offset by the change in commercial paper and repayments of long-term debt.

Capital

Capital data (dollar amounts in millions except per share amounts; common shares in thousands)	Sept. 30, 2009			June 30, 2009			Dec. 31, 2008			Sept. 30, 2008
Average total shareholders’ equity to average assets		13.7	%		13.9	%		11.8	%		14.1	%
At period end:
Common shareholders’ equity to assets ratio (b) (c)		13.3	%		13.4	%		11.8	%		10.3	%
Total shareholders’ equity	$	28,295		$	27,276		$	28,050		$	27,513
Tier 1 capital ratio (a) (b)		11.4	%		12.5	%		13.2	%		9.3	%
Tier 1 common equity to risk-weighted assets ratio (b) (c)		9.9	%		11.1	%		9.4	%		8.0	%
Total (Tier 1 plus Tier 2) capital ratio (b)		15.3	%		16.0	%		16.9	%		12.8	%
Leverage capital ratio (b)		6.5	%		7.6	%		6.9	%		6.5	%
Tangible common shareholders’ equity – Non-GAAP (c)	$	9,082		$	7,945		$	5,950		$	7,627
Tangible common shareholders’ equity to tangible assets ratio – Non-GAAP (b) (c)		5.2	%		4.8	%		3.8	%		3.9	%
Book value per common share	$	23.50		$	22.68		$	22.00		$	23.97
Tangible book value per common share – Non-GAAP (c)	$	7.54		$	6.60		$	5.18		$	6.65
Dividends per common share	$	0.09		$	0.09		$	0.24		$	0.24
Dividend yield		1.2	%		1.2	%		3.4	%		2.9	%
Closing common stock price per share	$	28.99		$	29.31		$	28.33		$	32.58
Market capitalization	$	34,911		$	35,255		$	32,536		$	37,388
Common shares outstanding		1,204,244			1,202,828			1,148,467			1,147,567

^(a) BNY Mellon’s consolidated target minimum Tier 1 capital ratio is 10.0%.

^(b) Includes discontinued operations.

^(c) See supplemental information beginning on page 53 for the calculation of this ratio.

Total shareholders’ equity increased compared with both June 30, 2009 and Dec. 31, 2008. The increase from June 30, 2009 reflects an improvement in unrealized losses on the investment securities portfolio resulting from improved pricing in the fixed income market in the third quarter of 2009. The restructuring of the securities portfolio reduced the unrealized net of tax losses recorded in other comprehensive income (“OCI”). This improvement in OCI was offset by lower retained earnings resulting from the impairment charge recorded in the third quarter of 2009. The increase compared with Dec. 31, 2008 reflects the factors previously mentioned, as well as the common stock offering of 48 million shares ($1.4 billion) in May of 2009,

which was more than offset by the repurchase of the Series B preferred stock and warrant issued to the U.S. Treasury in October 2008. During the first nine months of 2009, retained earnings decreased $1.8 billion.

The unrealized net of tax loss on our total investment securities portfolio at Sept. 30, 2009 was $1.0 billion compared with $4.8 billion at June 30, 2009. The improvement reflects the $3.0 billion related to the restructuring of the securities portfolio and $0.8 billion resulting from the improvement in the fixed income markets.

48    The Bank of New York Mellon Corporation

In October 2009, we declared a quarterly common stock dividend of $0.09 per common share that will be paid on Nov. 10, 2009, to shareholders of record as of the close of business on Oct. 30, 2009.

Our Tier 1 capital ratio was 11.4% at Sept. 30, 2009, compared with 12.5% at June 30, 2009 and 13.2% at Dec. 31, 2008. The decrease from June 30, 2009 primarily reflects the restructuring of the investment securities portfolio.

The Tier 1 capital ratio varies depending on the size of the balance sheet at quarter-end and the level and types of investments. The balance sheet size fluctuates from quarter to quarter based on levels of customer and market activity. In general, when servicing clients are more actively trading securities, deposit balances and the balance sheet as a whole are higher.

At Sept. 30, 2009, our total assets were $212.0 billion compared with $237.5 billion at Dec. 31, 2008. The decrease in the balance sheet from Dec. 31, 2008 had an immaterial impact on risk-weighted assets as the decrease was in lower risk-weighted government investments.

A billion dollar change in risk-weighted assets changes the Tier 1 capital ratio by approximately 10 basis points while a $100 million change in common shareholders’ equity changes the Tier 1 capital ratio by approximately 9 basis points.

In a non-taxable business combination, deferred tax liabilities are recorded in relation to identifiable intangible assets. The recording of this deferred tax liability results in an increase in goodwill equal to the amount of the deferred tax liability. Bank regulators and rating agencies adjust total shareholders’ equity upward for the amount of this deferred tax liability since it is a liability for accounting purposes and will never require a cash settlement unless a sale occurs.

Regulatory agencies allow tax deductible goodwill, which must be deducted from Tier 1 capital, to be reduced by the amount of any associated deferred tax liability. This permits banking organizations to reflect the maximum exposure to loss in the event such goodwill is impaired or no longer recognized for financial reporting purposes. The deferred tax liability associated with BNY Mellon’s deductible goodwill was $666 million at Sept. 30, 2009.

Our tangible common shareholders’ equity to tangible assets ratio was 5.2% at Sept. 30, 2009, up from 4.8% at June 30, 2009 and 3.8% at Dec. 31, 2008. The increase compared with both periods reflects the improvement in pricing in the fixed income market in the third quarter of 2009. The increase compared with Dec. 31, 2008 was also due to the $1.4 billion common stock offering in the second quarter of 2009.

The unrealized net of tax loss on our available-for-sale securities portfolio recorded in other comprehensive income was $0.8 billion at Sept. 30, 2009 compared with $4.4 billion at June 30, 2009. The improvement reflects the restructuring of the investment securities portfolio and the improvement in the fixed income markets.

TARP

On Aug. 5, 2009, BNY Mellon repurchased, for $136 million, the warrant issued to the U.S. Treasury in connection with the Troubled Assets Relief Program Capital Purchase Program. The warrant was for 14,516,129 shares of our common stock. The repurchase reduced our Tier 1 capital ratio by 11 basis points.

Capital adequacy

Regulators establish certain levels of capital for bank holding companies and banks, including BNY Mellon and our bank subsidiaries, in accordance with established quantitative measurements. For the Parent to maintain its status as a financial holding company, our bank subsidiaries must, among other things, qualify as well capitalized. In addition, major bank holding companies such as the Parent are expected by the regulators to be well capitalized.

As of Sept. 30, 2009 and Dec. 31, 2008, the Parent and our bank subsidiaries were considered well capitalized on the basis of the ratios (defined by regulation) of Total and Tier 1 capital to risk-weighted assets and leverage (Tier 1 capital to average assets). The consolidated and primary bank subsidiary capital ratios are shown below:

The Bank of New York Mellon Corporation    49

Consolidated and primary bank subsidiary capital ratios ^{(a) (b)}

	Sept. 30, 2009				Dec. 31, 2008				Sept. 30, 2008
	Consolidated		The Bank of New York Mellon		Consolidated		The Bank of New York Mellon		Consolidated		The Bank of New York Mellon
Tier 1 (c)	11.4	%	10.3	%	13.2	%	11.2	%	9.3	%	8.3	%
Total capital (c)	15.3		14.1		16.9		14.7		12.8		11.5
Leverage	6.5		6.1		6.9		5.9		6.5		5.9

^(a) For a banking institution to qualify as “well capitalized”, its Tier 1, Total (Tier 1 plus Tier 2) and leverage capital ratios must be at least 6%, 10% and 5%, respectively. To qualify as “adequately capitalized”, Tier 1, Total and leverage capital ratios must be at least 4%, 8% and 3%, respectively.

^(b) Includes discontinued operations.

^(c) Tier 1 capital consists, generally, of common equity, trust-preferred securities (subject to limitations), and certain qualifying preferred stock less goodwill and most other intangibles, net of associated deferred tax liabilities. Total capital consists of Tier 1 capital plus Tier 2 capital. Tier 2 capital consists, generally, of certain qualifying preferred stock and subordinated debt and a portion of the allowance for credit losses.

At Sept. 30, 2009, we had approximately $1.7 billion of trust preferred securities outstanding, net of issuance costs, all of which qualified as Tier 1 capital.

The following table presents the components of our risk-based capital and risk-weighted assets at Sept. 30, 2009, Dec. 31, 2008 and Sept. 30, 2008, respectively.

Risk-based and leverage capital ratios (a) (b) (in millions)	Sept. 30, 2009			Dec. 31, 2008			Sept. 30, 2008
Tier 1 capital
Common shareholders’ equity	$	28,295		$	25,264		$	27,513
Adjustments for:
Goodwill and other intangibles (c)		(19,213	)		(19,312	)		(20,462	)
Pensions		1,016			1,010			177
Securities valuation allowance		823			4,035			2,786
Deferred tax asset		(27	)		-			-
Merchant banking investment		(33	)		(35	)		(45	)
Tier 1 common equity-Non-GAAP		10,861			10,962			9,969
Series B preferred stock		-			2,786			-
Trust-preferred securities		1,682			1,654			1,719
Total Tier 1 capital		12,543			15,402			11,688
Tier 2 capital:
Qualifying subordinate debt		3,573			3,823			3,888
Qualifying allowance for credit losses		702			529			494
Qualifying unrealized equity security gains		4			-			-
Total Tier 2 capital		4,279			4,352			4,382
Total risk-based capital	$	16,822		$	19,754		$	16,070
Total risk-weighted assets	$	110,135		$	116,713		$	125,125

^(a) On a regulatory basis.

^(b) Includes discontinued operations.

^(c) Includes deferred tax liabilities of $1.7 billion at Sept. 30, 2009, $1.8 billion at Dec. 31, 2008 and $1.9 billion at Sept. 30, 2008 associated with non-tax deductible identifiable intangible assets and deferred tax liabilities of $666 million at Sept. 30, 2009, $599 million at Dec. 31, 2008 and $577 million at Sept. 30, 2008 associated with tax deductible goodwill.

Trading activities and risk management

Our trading activities are focused on acting as a market maker for our customers. The risk from these market making activities and from our own positions is managed by our traders and limited in total exposure as described below.

We manage trading risk through a system of position limits, a value-at-risk (“VAR”) methodology based on a Monte Carlo simulation, stop loss advisory triggers, and other market

sensitivity measures. Risk is monitored and reported to senior management by a separate unit on a daily basis. Based on certain assumptions, the VAR methodology is designed to capture the potential overnight pre-tax dollar loss from adverse changes in fair values of all trading positions. The calculation assumes a one-day holding period for most instruments, utilizes a 99% confidence level, and incorporates the non-linear characteristics of options. The VAR model is the basis for the economic capital calculation, which is

50    The Bank of New York Mellon Corporation

allocated to lines of business for computing risk-adjusted performance.

As the VAR methodology does not evaluate risk attributable to extraordinary financial, economic or other occurrences, the risk assessment process includes a number of stress scenarios based upon the risk factors in the portfolio and management’s assessment of market conditions. Additional stress scenarios based upon historical market events are also performed. Stress tests, by their design, incorporate the impact of reduced liquidity and the breakdown of observed correlations. The results of these stress tests are reviewed weekly with senior management.

The following tables indicate the calculated VAR amounts for the trading portfolio for the periods indicated:

VAR (a) (in millions)	3rd Quarter 2009							Sept. 30, 2009
	Average			Minimum		Maximum
Interest rate	$	5.5		$	3.9	$	7.2	$	5.2
Foreign exchange		2.3			0.8		4.0		2.9
Equity		2.5			1.6		3.5		2.5
Credit		2.1			1.3		3.0		1.4
Diversification		(6.2	)		N/M		N/M		(6.0	)
Overall portfolio		6.2			3.9		8.7		6.0
VAR (a) (in millions)	2nd Quarter 2009							June 30, 2009
	Average			Minimum		Maximum
Interest rate	$	4.8		$	2.8	$	8.0	$	4.5
Foreign exchange		2.7			1.2		4.6		2.2
Equity		2.3			1.7		3.0		1.7
Credit		3.8			2.4		6.0		2.7
Diversification		(6.1	)		N/M		N/M		(6.6	)
Overall portfolio		7.5			4.5		12.6		4.5
VAR (a) (in millions)	3rd Quarter 2008							Sept. 30, 2008
	Average			Minimum		Maximum
Interest rate	$	4.5		$	2.5	$	8.5	$	6.6
Foreign exchange		1.9			0.8		5.7		2.3
Equity		2.5			1.4		3.9		2.7
Credit		3.0			2.3		5.5		5.4
Diversification		(4.3	)		N/M		N/M		(9.4	)
Overall portfolio		7.6			4.6		10.4		7.6

VAR (a) (in millions)	Year-to-date 2009
	Average			Minimum		Maximum
Interest rate	$	5.1		$	2.8	$	8.0
Foreign exchange		2.5			0.8		5.6
Equity		2.7			1.6		8.1
Credit		3.4			1.3		7.5
Diversification		(6.4	)		N/M		N/M
Overall portfolio		7.3			3.9		13.2
VAR (a) (in millions)	Year-to-date 2008
	Average			Minimum		Maximum
Interest rate	$	5.6		$	2.5	$	10.1
Foreign exchange		2.2			0.8		5.7
Equity		2.6			1.0		7.7
Credit		3.3			1.9		6.3
Diversification		(4.7	)		N/M		N/M
Overall portfolio		9.0			4.6		14.9

^(a) VAR figures do not reflect the impact of the credit valuation adjustments resulting from the adoption of fair value measurement guidance included in ASC 820.

N/M—Because the minimum and maximum may occur on different days for different risk components, it is not meaningful to compute a portfolio diversification effect.

During the third quarter of 2009, interest rate risk generated 44% of average VAR, credit risk generated 17% of average VAR, foreign exchange risk generated 19% of average VAR and equity risk generated 20% of average VAR. During the third quarter of 2009, our daily trading loss did not exceed our calculated VAR amount on any given day.

BNY Mellon monitors a volatility index of global currency using a basket of 30 major currencies. In 2008, the volatility of this index was above median for most of the year and significantly above median in the fourth quarter. In the first nine months of 2009, the volatility of this index decreased from the abnormally high levels experienced in the fourth quarter of 2008.

The extraordinary financial environment and the consequent volatility experienced in the last half of 2008 and the first half of 2009 contributed to elevated trading earnings during these periods, evidenced by the number of days where revenue exceeded $5 million. As the global economy stabilized, volatility declined, and trading performance returned to a normalized historical trend.

The Bank of New York Mellon Corporation    51

The following table of total daily revenue or loss captures this exceptional performance and illustrates the number of trading days in which our revenue or loss fell within particular ranges during the past year.

Distribution of revenue or loss	Quarter ended
(in millions)	Sept. 30, 2008	Dec. 31, 2008	March 31, 2009	June 30, 2009	Sept. 30, 2009
Revenue range:	Number of days
Less than $(2.5)	-	1	1	2	-
$(2.5) - $0	1	-	1	2	5
$0 - $2.5	8	6	5	11	16
$2.5 - $5.0	22	14	21	23	24
More than $5.0	33	41	33	26	19

Foreign exchange and other trading

Under our mark to market methodology for derivative contracts, an initial “risk-neutral” valuation is performed on each position assuming time-discounting based on an AA credit curve. In addition, we consider credit risk in arriving at the fair value of our derivatives.

As required by ACS 820—Fair Value Measurements and Disclosures, in the first quarter of 2008 we began to reflect external credit ratings as well as observable credit default swap spreads for both ourselves as well as our counterparties when measuring the fair value of our derivative positions.

Accordingly, the valuation of our derivative positions is sensitive to the current changes in our own credit spreads, as well as those of our counterparties. In addition, in cases where a counterparty is deemed impaired, further analyses are performed to value such positions.

At Sept. 30, 2009, our over-the-counter (“OTC”) derivative assets of $5.8 billion included a credit valuation adjustment (“CVA”) deduction of $117 million, including $65 million related to the declining credit quality of CDO counterparties. Our OTC derivative liabilities of $5.5 billion included $28 million of debit valuation adjustments (“DVA”) related to our own credit spread.

Adjustments to the CVA and DVA increased foreign exchange and other trading activities revenue by $1 million in the third quarter of 2009 and decreased foreign exchange and other trading activities revenue by $44 million in the first nine months of 2009. Adjustments to our own credit spread decreased foreign exchange and other trading activities revenue by $10 million in the third quarter of 2009 and $17 million in the first nine months of 2009.

The table below summarizes the risk ratings for our foreign exchange, interest rate and equity derivative counterparty credit exposure.

Foreign exchange and other trading- counterparty risk ratings profile (a)	Sept. 30, 2008		Dec. 31, 2008		March 31, 2009		June 30, 2009		Sept. 30, 2009
Rating
AAA to AA-	57	%	51	%	52	%	57	%	58	%
A+ to A-	23		35		23		20		17
BBB+ to BBB-	8		7		17		14		16
Noninvestment grade (BB+ and lower)	12		7		8		9		9
Total	100	%	100	%	100	%	100	%	100	%

^(a) Represents credit rating agency equivalent of internal credit rating.

Asset/liability management

Our diversified business activities include processing securities, accepting deposits, investing in securities, lending, raising money as needed to fund assets, and other transactions. The

market risks from these activities are interest rate risk and foreign exchange risk. Our primary market risk is exposure to movements in U.S. dollar interest rates and certain foreign currency interest rates. We actively manage

52    The Bank of New York Mellon Corporation

interest rate sensitivity and use earnings simulation and discounted cash flow models to identify interest rate exposures.

An earnings simulation model is the primary tool used to assess changes in pre-tax net interest revenue. The model incorporates management’s assumptions regarding interest rates, balance changes on core deposits, market spreads, changes in prepayment behavior of loans and securities and the impact of derivative financial instruments used for interest rate risk management purposes.

These assumptions have been developed through a combination of historical analysis and future expected pricing behavior and are inherently uncertain. As a result, the earnings simulation model cannot precisely estimate net interest revenue or the impact of higher or lower interest rates on net interest revenue. Actual results may differ from projected results due to timing, magnitude and frequency of interest rate changes, and changes in market conditions and management’s strategies, among other factors.

We evaluate the effect on earnings by running various interest rate ramp scenarios from a baseline scenario. These scenarios are reviewed to examine the impact of large interest rate movements. Interest rate sensitivity is quantified by calculating the change in pre-tax net interest revenue between the scenarios over a 12-month measurement period.

The following table shows net interest revenue sensitivity for BNY Mellon:

Estimated changes in net interest revenue at Sept. 30, 2009	Sensitivity
(dollar amounts in millions)	$		%
up 200 bps vs. baseline	$	297	10.5	%
up 100 bps vs. baseline		233	8.2	%

bps—basis points.

The baseline scenario’s Fed Funds rate in the Sept. 30, 2009 analysis was 0.25%. The 100 basis point ramp scenario assumes short-term rates change 25 basis points in each of the next four quarters and the 200 basis point ramp scenario assumes a 50 basis point per quarter change. Both the up 200 basis point and the up 100 basis point Sept. 30, 2009 scenarios assume 10-year rates rise 173 and 73 basis points, respectively.

These scenarios do not reflect strategies that management could employ to limit the impact as interest rate expectations change. The previous table relies on certain critical assumptions regarding the balance sheet and depositors’ behavior related to interest rate fluctuations and the prepayment and extension risk in certain of our assets. To the extent that actual behavior is different from that assumed in the models, there could be a change in interest rate sensitivity.

Off-balance-sheet financial instruments

A summary of our off-balance sheet credit transactions, net of participations, at Sept. 30, 2009 and Dec. 31, 2008 follows:

Off-balance sheet credit risks (in millions)	Sept. 30, 2009		Dec. 31, 2008
Lending commitments (a)	$	33,310	$	38,822
Standby letters of credit (b)		12,117		13,084
Commercial letters of credit		877		705
Securities lending indemnifications		298,785		325,975
Support agreements		138		244

^(a) Net of participations totaling $441 million at Sept. 30, 2009 and $986 million at Dec. 31, 2008.

^(b) Net of participations totaling $2.4 billion at Sept. 30, 2009 and $2.7 billion at Dec. 31, 2008.

For information regarding off-balance sheet financial instruments, see Note 19 to the Notes to Consolidated Financial Statements.

Supplemental information – Explanation of Non-GAAP financial measures

BNY Mellon has included in this Form 10-Q certain Non-GAAP financial measures based upon tangible common shareholders’ equity. BNY Mellon believes that the ratio of tangible common shareholders’ equity to tangible assets is a measure of capital strength that adds additional useful information to investors supplementing the Tier 1 capital ratio which is utilized by regulatory authorities. Unlike the Tier 1 ratio, the tangible common shareholders’ equity ratio fully incorporates those changes in investment securities valuations which are reflected in shareholders’ equity. In addition, this ratio is expressed as a percentage of the actual book value of assets, as opposed to a percentage of a risk-based reduced value established in accordance with regulatory requirements, although BNY Mellon in its calculation has excluded certain assets which are given a zero percent risk weighting for regulatory purposes. This ratio is also informative to

The Bank of New York Mellon Corporation    53

investors in BNY Mellon’s common stock because, unlike the Tier 1 capital ratio, it excludes preferred stock and trust preferred securities issued by BNY Mellon. Further, BNY Mellon believes that the return on tangible common equity measure, which excludes goodwill and intangible assets net of deferred tax liabilities, is a useful additional measure for investors because it presents a measure of BNY Mellon’s performance in reference to those assets which are productive in generating income.

BNY Mellon has provided a measure of tangible book value per share which it believes provides additional useful information as to level of such assets in relation to shares of common stock outstanding. BNY Mellon has presented revenue measures which exclude the effect of investment securities losses and SILO/LILO charges; expense measures which exclude an FDIC special assessment, support agreement charges, asset-based taxes, M&I expenses and intangible amortization expenses; and measures which utilize net income excluding tax items such as the benefit of tax settlements. Return on equity measures and operating margin measures which exclude some or all of these items are also presented. We also present the aggregate unrealized investment securities losses excluding the impact of FAS 157-4 to provide investors with the impact disorderly markets had on the investment securities portfolio and the subsequent conversion to an orderly market. BNY Mellon believes that these measures are useful to investors because they permit a focus on period to period comparisons which relate to the ability of BNY Mellon to enhance revenues and limit expenses in circumstances where such matters are within BNY Mellon’s control. M&I expenses relate to our Corporate Trust Acquisition in 2006 and to the merger with Mellon Financial Corporation in 2007. M&I expenses generally continue for approximately three years after the transaction, and can vary on a year-to-year basis depending on the stage of the integration. BNY Mellon believes that the exclusion of M&I expenses provides investors with a focus on BNY Mellon’s business as it

would appear on a consolidated going-forward basis, after such M&I expenses have ceased, (typically after approximately three years). Future periods will not reflect such M&I expenses, and thus may be more easily compared to our current results if M&I expenses are excluded. With regard to the exclusion of investment securities losses, BNY Mellon’s primary businesses are Asset and Wealth Management and Institutional Services. The management of these sectors is evaluated on the basis of the ability of these businesses to generate fee and interest revenue and to control expenses, and not on the results of BNY Mellon’s investment securities portfolio. Management of the investment securities portfolio is a shared service contained in the Other segment. The primary objective of the investment securities portfolio is to generate net interest revenue from the liquidity generated by BNY Mellon’s processing businesses. BNY Mellon does not generally originate or trade the securities in the investment securities portfolio. As a result, BNY Mellon believes that presenting measures that exclude investment securities losses from its results, as a supplement to GAAP information, gives investors a clearer picture of the results of its primary businesses. The SILO/LILO charges relates to a one-time settlement with the IRS of tax structured lease transactions in 2008.

In this Form 10-Q, certain amounts are presented on an FTE basis. We believe that this presentation provides comparability of amounts arising from both taxable and tax-exempt sources, and is consistent with industry practice. The adjustment to an FTE basis has no impact on net income. We also present earnings information excluding the TARP redemption premium and dividend, so as to provide investors with a better understanding of operational results.

Each of these measures as described above is used by management to monitor financial performance, both on a company-wide and on a business segment basis.

54    The Bank of New York Mellon Corporation

Return on common equity and tangible common equity – continuing operations
(dollars in millions)	3Q09			2Q09			3Q08			YTD09			YTD08
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation – GAAP	$	(2,458	)	$	176		$	303		$	(1,960	)	$	1,358
Discontinued operations income (loss), net of tax		(19	)		(91	)		-			(151	)		10
Net income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation		(2,439	)		267			303			(1,809	)		1,348
Intangible amortization		65			67			73			198			222
Net income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation excluding intangible amortization – Non-GAAP		(2,374	)		334			376			(1,611	)		1,570
Investment securities losses		3,047			161			97			3,392			232
SILO/LILO/tax settlements		-			-			30			-			410
Support agreement charges		8			(9	)		433			(6	)		436
FDIC special assessment		-			36			-			36			-
M&I expenses		34			36			66			111			230
Benefit of tax settlements		-			(134	)		-			(134	)		-
Net income (loss) from continuing operations excluding investment securities losses, SILO/LILO/tax settlements, support agreement charges, FDIC special assessment, M&I expenses, benefit of tax settlements and intangible amortization – Non-GAAP	$	715		$	424		$	1,002		$	1,788		$	2,878
Average common shareholders’ equity	$	28,144		$	26,566		$	27,996		$	26,644		$	28,682
Less:    Average goodwill		16,048			15,989			16,644			15,959			16,661
Average intangible assets		5,608			5,673			5,915			5,677			6,061
Add:    Deferred tax liability – tax deductible goodwill		666			643			577			666			577
Deferred tax liability – non-tax deductible intangible assets		1,717			1,743			1,915			1,717			1,915
Average tangible common shareholders’ equity – Non-GAAP	$	8,871		$	7,290		$	7,929		$	7,391		$	8,452
Return on common equity – GAAP (a)		N/M			4.0	%		4.3	%		N/M			6.3	%
Return on common equity excluding investment securities losses, SILO/LILO/tax settlements, support agreement charges, FDIC special assessment, M&I expenses, benefit of tax settlements and intangible amortization – Non-GAAP (a)		10.1	%		6.4	%		14.2	%		9.0	%		13.4	%
Return on tangible common equity – Non-GAAP (a)		N/M			18.4	%		18.9	%		N/M			24.8	%
Return on tangible common equity excluding investment securities losses, SILO/LILO/tax settlements, support agreement charges, FDIC special assessment, M&I expenses and benefit of tax settlements – Non-GAAP (a)		32.0	%		23.3	%		50.2	%		32.3	%		45.5	%

^(a) Annualized.

Reconciliation of fee and other revenue as a percent of total revenue
(dollars in millions)	3Q09			2Q09			3Q08			YTD09			YTD08
Fee and other revenue – GAAP	$	(2,216	)	$	2,257		$	2,926		$	2,177		$	8,897
Add: Investment securities losses		4,833			256			162			5,384			387
Fee and other revenue excluding investment securities losses – Non-GAAP		2,617			2,513			3,088			7,561			9,284
Net interest revenue – GAAP		716			700			681			2,191			1,812
Add:    SILO/LILO charges		-			-			112			-			489
Net interest revenue excluding SILO/LILO charges – Non-GAAP		716			700			793			2,191			2,301
Total revenue – GAAP	$	(1,500	)	$	2,957		$	3,607		$	4,368		$	10,709
Total revenue excluding investment securities losses and SILO/LILO charges – Non-GAAP	$	3,333		$	3,213		$	3,881		$	9,752		$	11,585
Fee and other revenue as a percentage of total revenue		N/M			76	%		81	%		50	%		83	%
Fee and other revenue as a percentage of total revenue excluding investment securities losses and SILO/LILO charges – Non-GAAP		79	%		78	%		80	%		78	%		80	%

The Bank of New York Mellon Corporation    55

Reconciliation of income (loss) from continuing operations before income taxes – pre-tax operating margin (dollars in millions)	3Q09			2Q09			3Q08			YTD09			YTD08
Income (loss) from continuing operations before income taxes – GAAP	$	(3,965	)	$	513		$	265		$	(2,880	)	$	1,995
Investment securities losses		4,833			256			162			5,384			387
SILO/LILO charges		-			-			112			-			489
Support agreement charges		13			(15	)		726			(10	)		731
Asset-based taxes		20			-			-			20			-
FDIC special assessment		-			61			-			61			-
M&I expenses		54			59			111			181			386
Intangible amortization		104			108			118			319			360
Income (loss) from continuing operations before income taxes excluding investment securities losses, SILO/LILO charges, support agreement charges, asset-based taxes, FDIC special assessment, M&I expenses and intangible amortization – Non-GAAP	$	1,059		$	982		$	1,494		$	3,075		$	4,348
Fee and other revenue – GAAP	$	(2,216	)	$	2,257		$	2,926		$	2,177		$	8,897
Net interest revenue – GAAP		716			700			681			2,191			1,812
Total revenue – GAAP		(1,500	)		2,957			3,607			4,368			10,709
Add:    Investment securities losses		4,833			256			162			5,384			387
SILO/LILO charges		-			-			112			-			489
Total revenue excluding investment securities losses and SILO/LILO charges – Non-GAAP	$	3,333		$	3,213		$	3,881		$	9,752		$	11,585
Pre-tax operating margin (a)		N/M			17	%		7	%		N/M			19	%
Pre-tax operating margin excluding investment securities losses, SILO/LILO charges, support agreement charges, asset-based taxes, FDIC special assessment, M&I expenses and intangible amortization – Non-GAAP (a)		32	%		31	%		39	%		32	%		38	%

^(a) Income (loss) before taxes divided by total revenue.

Equity to assets and book value per common share (dollars in millions, unless otherwise noted)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008
Common shareholders’ equity at period end – GAAP	$	28,295		$	27,276		$	27,513
Less:    Goodwill		16,022			16,040			16,335
Intangible assets		5,574			5,677			6,043
Add:    Deferred tax liability – tax deductible goodwill		666			643			577
Deferred tax liability – non-tax deductible intangible assets		1,717			1,743			1,915
Tangible common shareholders’ equity at period end – Non-GAAP	$	9,082		$	7,945		$	7,627
Total assets at period end – GAAP	$	212,007		$	203,012		$	267,510
Less:    Goodwill		16,022			16,040			16,335
Intangible assets		5,574			5,677			6,043
Cash on deposit with the Federal Reserve and other central banks (a)		15,003			16,458			37,910
U.S. government-backed commercial paper		-			-			10,865
Tangible total assets at period end – Non-GAAP	$	175,408		$	164,837		$	196,357
Common shareholders’ equity to assets – GAAP		13.3	%		13.4	%		10.3	%
Tangible common shareholders’ equity to tangible assets – Non-GAAP		5.2	%		4.8	%		3.9	%
Period end common shares outstanding (in thousands)		1,204,244			1,202,828			1,147,567
Book value per common share	$	23.50		$	22.68		$	23.97
Tangible book value per common share – Non-GAAP	$	7.54		$	6.60		$	6.65

^(a) Assigned a zero percent risk weighting by the regulators.

56    The Bank of New York Mellon Corporation

Calculation of the Tier 1 common equity to risk-weighted assets ratio (a) (b) (dollars in millions)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008
Total Tier 1 capital	$	12,543		$	15,044		$	11,688
Less: Trust preferred securities		1,682			1,691			1,719
Total Tier 1 common equity	$	10,861		$	13,353		$	9,969
Total risk-weighted assets	$	110,135		$	120,566		$	125,125
Tier 1 common equity to risk-weighted assets ratio		9.9	%		11.1	%		8.0	%

^(a) On a regulatory basis.

^(b) Includes discontinued operations.

Recent accounting and regulatory developments

Disclosures about post-retirement benefit plan assets

In December 2008, the FASB issued new guidance on disclosures about post-retirement benefit plan assets included in ASC 715 – Compensation-Retirement Benefits. This guidance amends former guidance included in ASC 230 – Statement of Cash Flows to provide users of financial statements with additional information about the asset portfolios of post-retirement benefit plans. These amended disclosure requirements include: a principle for disclosing the fair value of categories of plan assets; categories of plan assets; the nature and amounts of concentrations of risk; and disclosures about fair value measurements similar to those required by ASC 820 – Fair Value Measurement and Disclosures. These disclosure requirements will be effective Dec. 31, 2009.

SFAS No. 166 – Accounting for Transfers of Financial Assets

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an amendment to FASB Statement No. 140.” This statement removed (1) the concept of a qualifying special purpose entity (“QSPE”) from SFAS No. 140 (ASC 860 – Transfers and Servicing) and (2) the exceptions from applying FIN No. 46 (R) (ASC 810 -Consolidation) to QSPEs. This statement amends SFAS No. 140 (ASC 860) to revise and clarify the derecognition requirements for transfers of financial assets and the initial measurement of beneficial interests that are received as proceeds by a transferor in connection with transfers of financial assets. This statement also requires additional disclosure about transfers of financial assets and a transferor’s continuing involvement with such transferred financial

assets. This statement will be effective Jan. 1, 2010, at which time any QSPEs will be evaluated for consolidation in accordance with SFAS No. 167, which amends Fin No. 46 (R) ASC 810. However, the amendments on how to account for transfers of financial assets will apply prospectively to transfers occurring on or after the effective date. This statement is not expected to have a significant impact on BNY Mellon.

SFAS No. 167 – Amendments to FIN No. 46 (R) (ASC 810)

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46 (R).” This statement amends FIN No. 46 (R) (ASC 810) to require ongoing assessments to determine whether an entity is a variable interest entity (“VIE”) and whether an enterprise is the primary beneficiary of a VIE. This statement also amends the guidance for determining which enterprise, if any, is the primary beneficiary of a VIE by requiring the enterprise to initially perform a qualitative analysis to determine if the enterprise’s variable interest or interests give it a controlling financial interest. Consolidation is based on a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. If a company has control and the right to receive benefits or the obligation to absorb losses which could potentially be significant to the VIE, then consolidation is required. This statement also requires additional disclosures about an enterprise’s involvement in a VIE, including a requirement for sponsors of a VIE to disclose information even if they do not hold a significant variable interest in the VIE. This statement is effective Jan. 1, 2010 and is expected to primarily impact our asset management businesses. The new statement does not change the economic risk related to these businesses and therefore, BNY Mellon’s computation of economic capital required by our businesses will not change. We are currently

The Bank of New York Mellon Corporation    57

evaluating the impact of this guidance on BNY Mellon’s potential VIEs and the possible consolidation impact on our financial statements. At this point, the impact is uncertain because accounting standards-setters and industry groups have not completed their interpretation of this statement. Several areas of interpretation are under industry discussion, including what is considered to be “significant” with regard to performance fee arrangements with asset management funds; which independent asset management fund boards are considered to have sufficient power over decision-making of funds; and the possible impact on asset managers that have their pension plan investments with managed funds.

This standard was not initially expected to impact asset managers as it was primarily directed at asset securitization activities. Nevertheless, depending on the interpretations, the new statement may increase the size of our balance sheet by approximately $7 billion for the consolidation of certain entities sponsored by BNY Mellon’s Alcentra asset management subsidiary and certain seed capital investments. In addition, depending on the outcome of interpretative guidance for the asset management industry, as discussed at the Nov. 4, 2009 FASB Board Meeting, additional assets could be added to our balance sheet.

In August 2009, the Office of the Comptroller of the Currency, Board of Governors of the Federal Reserve Board, Federal Deposit Insurance Corporation, and the Office of Thrift Supervision issued a proposal that would require banks to hold capital for all assets consolidated under FAS No. 166 and FAS No. 167. The comment period on this proposal ended on Oct. 15, 2009. BNY Mellon has not yet determined the impact to risk-weighted assets from the assets under management that would be consolidated.

ASU 2009-5 – Measuring Liabilities at Fair Value

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-5, “Measuring Liabilities at Fair Value.” This update provides amendments to ASC 820, for the fair value measurement of liabilities. This new guidance provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using the following techniques: (1) a valuation technique that uses the quoted price

of the identical liability when traded as an asset, and quoted prices for similar liabilities or similar liabilities when traded as assets, or (2) another valuation technique that is consistent with the principles of ASC 820. In applying the above techniques, an entity must maximize the use of relevant observable inputs and minimize the use of unobservable inputs. If applicable, an entity must also apply the guidance in ASC 820 for identifying transactions that are not orderly and for determining fair value when the volume and level of activity for an asset or liability have significantly decreased. This guidance was effective Oct. 1, 2009 and is not expected to have a significant impact on BNY Mellon.

Exposure Draft – Credit Quality of Financing Receivables and Allowance for Credit Losses

In June 2009, the FASB issued an Exposure Draft of a proposed statement, “Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.” This proposed guidance would require added disclosures about the allowance for credit losses and the credit quality of financing receivables. This proposed statement defines two levels of desegregation – portfolio segment and class of financing receivable. Under this proposal, there are six major categories of disclosures; allowance for credit losses, roll-forward schedules of financing receivables, fair value, credit quality information, impaired financing receivables and nonaccrual status. The disclosures for the allowance for credit losses, roll-forward schedules of the allowance for credit losses and for financing receivables, and fair value are expected to be disaggregated by portfolio segment. The disclosures for credit quality information, impaired financing receivables, and nonaccrual status are further disaggregated by class. These disclosures would be required in interim and annual financial statements. This proposed guidance would be effective Dec. 31, 2009.

Exposure Draft – Fair Value Measurements and Disclosures

In August 2009, the FASB issued an Exposure Draft of a proposed ASU “Improving Disclosures About Fair Value Measurements.” This proposed ASU would amend ASC 820 to clarify existing requirements regarding disclosures of inputs and valuation techniques and levels of disaggregation. This proposed ASU would also require the following

58    The Bank of New York Mellon Corporation

new disclosures: (1) sensitivity disclosures regarding the effect of changing Level 3 inputs if the change in the fair value measurement would change significantly; (2) significant transfers in and out of Levels 1 and 2 and the reasons that such transfers were made; and (3) additional disclosures in the reconciliation of Level 3 activity, including information on a gross basis for purchases, sales, issuances and settlements. This proposed ASU would be required in interim and annual financial statements. This proposed ASU would be effective Dec. 31, 2009, except for the sensitivity disclosures about Level 3 for fair value measurements, which would be effective March 31, 2010.

ASU 2009-12 – Investments in Certain Entities that Calculate Net Asset Value per Share

In September 2009, the FASB issued ASU 2009-12, Fair Value Measurements and Disclosures: Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), (Topic 820). ASU 2009-12 offers guidance on how to use a net asset value per share to estimate the fair value on investments in investment vehicles such as hedge funds, private equity funds, real estate funds, venture capital funds, offshore fund vehicles and fund of funds. Investors may use net asset value to estimate the fair value of investments in investment companies that do not have a readily determinable fair value if the investees have the attributes of investment companies and the net asset values or their equivalents are calculated consistent with the AICPA Audit and Accounting Guide, Investment Companies, which generally requires investments to be measured at fair value. This approach is deemed to be a “practical expedient” for investors in investment companies as the GAAP fair-value measurement framework defines an asset’s fair value as its current exit price. ASU 2009-12 has limitations and disclosure requirements about the nature and terms of the investments within the scope of the new guidance. This update is effective for periods ending after Dec. 15, 2009. We are currently evaluating its impact.

Adoption of new accounting standards

For a discussion of the adoption of new accounting standards, see Note 2 to the Notes to Consolidated Financial Statements.

Regulatory developments

Proposed Capital Requirements

In September 2009, the Department of the Treasury issued a policy statement “Principles for Reforming the U.S. and International Regulatory Capital Framework for Banking Firms.” This statement sets forth core principles that the

Treasury believes would shape a new international capital accord to better protect the safety and soundness of individual banking firms and the stability of the global financial system and economy. These core principles include: a) capital requirements should be designed to protect the stability of the financial system, not just the solvency of individual banking firms; b) capital requirements for all banks should be increased and those that could pose a threat to overall financial stability should be higher than others; c) there should be a greater emphasis on higher quality forms of capital (common equity should constitute a “large majority” of a bank’s Tier 1 capital); d) risk-based capital requirements should be a function of the relative risk; e) the procyclicality of the regulatory capital and accounting regimes should be reduced (hold a larger buffer over banks’ minimum capital requirements during good times); f) banks should be subject to a simple, non-risk-based leverage constraint; g) banks should be subject to a conservative, explicit liquidity standard; and h) stricter capital and liquidity requirements for the banking system should not be allowed to result in the re-emergence of an under-regulated non-bank financial sector that proposes a threat to financial stability.

The Department of the Treasury issued this statement to facilitate the process of reaching a domestic and then international consensus on a new regulatory capital and liquidity regime for global banking firms. The Department of the Treasury seeks to reach a comprehensive international agreement on the new global framework by Dec. 31, 2010, with implementation of the reforms effective Dec. 31, 2012.

IFRS

International Financial Reporting Standards (“IFRS”) are a set of standards and interpretations adopted by the International Accounting Standards Board. The SEC is currently considering a potential IFRS adoption process in the U.S., which would, in the near term, provide domestic issuers with an alternative accounting method and ultimately could replace U.S. GAAP reporting requirements with IFRS reporting requirements. The intention of this adoption would be to provide the capital markets community with a single set of high-quality, globally

The Bank of New York Mellon Corporation    59

accepted accounting standards. The adoption of IFRS for U.S. companies with global operations would allow for streamlined reporting, allow for easier access to foreign capital markets and investments, and facilitate cross-border acquisitions, ventures or spin-offs.

In November 2008, the SEC proposed a “roadmap” for phasing in mandatory IFRS filings by U.S. public companies beginning for years ending on or after Dec. 15, 2014. The roadmap is conditional on progress towards milestones that would demonstrate improvements in both the infrastructure of international standard setting and the preparation of the U.S. financial reporting community. The SEC will monitor progress of these milestones between now and 2011, when the SEC plans to consider requiring U.S. public companies to adopt IFRS. The comment period on this proposed roadmap ended on April 20, 2009.

While the SEC decides whether IFRS will be required to be used in the preparation of our consolidated financial statements, a number of countries have mandated the use of IFRS by BNY Mellon’s subsidiaries in their statutory reports. BNY Mellon’s operations in the Netherlands are required to prepare their statutory financial statements in accordance with IFRS. Other subsidiaries in Canada, Brazil and Japan will be required to use IFRS for statutory reporting. The use of IFRS is currently optional in the United Kingdom.

Government monetary policies and competition

Government monetary policies

The Federal Reserve Board has the primary responsibility for U.S. monetary policy. Its actions have an important influence on the demand for credit and investments and the level of interest rates, and thus on the earnings of BNY Mellon.

Competition

BNY Mellon is subject to intense competition in all aspects and areas of our business. Our Asset Management and Wealth Management business segments experience competition from asset management firms; hedge funds; investment banking companies; bank and financial holding companies; banks, including trust banks; brokerage firms; and insurance companies. These firms/companies can be domiciled

domestically or internationally. Our Asset Servicing, Clearing Services and Treasury Services business segments compete with domestic and foreign banks offering institutional trust and custody products and cash management products and a wide range of technologically capable service providers, such as data processing and shareholder service firms and other firms that rely on automated data transfer services for institutional and retail customers.

Many of our competitors, with the particular exception of bank and financial holding companies and banks, are not subject to regulation as extensive as BNY Mellon, and, as a result, may have a competitive advantage over us and our subsidiaries in certain respects.

As a result of current conditions in the global financial markets and the economy in general, competition could intensify and consolidation of financial service companies could increase.

As part of our business strategy, we seek to distinguish ourselves from competitors by the level of service we deliver to clients. We also believe that technological innovation is an important competitive factor, and, for this reason, have made and continue to make substantial investments in this area. The ability to recover quickly from unexpected events is a competitive factor, and we have devoted significant resources to this. See Item 1A Risk Factors in our 2008 Annual Report on Form 10-K and in our Form 10-Q for the quarter ended March 31, 2009.

Website information

Our website is www.bnymellon.com. We currently make available the following information on our website as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC.

• All of our SEC filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports, SEC Forms 3, 4 and 5 and any proxy statement mailed in connection with the solicitation of proxies;

• Financial statements and footnotes prepared using Extensible Business Reporting Language (“XBRL”);

• Our earnings releases and selected management conference calls and presentations; and

60    The Bank of New York Mellon Corporation

• Our Corporate Governance Guidelines and the charters of the Audit, Corporate Governance and Nominating, Human Resources and Compensation, Risk and Corporate Social Responsibility Committees of our Board of Directors.

The contents of the website listed above are not incorporated into this Quarterly Report on Form 10-Q.

The SEC reports, the Corporate Governance Guidelines and committee charters are available in print to any shareholder who requests them. Requests should be sent by email to corpsecretary@bnymellon.com or by mail to the Secretary of The Bank of New York Mellon Corporation, One Wall Street, 9^th Floor, New York, NY 10286.

The Bank of New York Mellon Corporation    61

Item 1. Financial Statements

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Income Statement (unaudited)
	Quarter ended									Nine months ended
(in millions, except per common share amounts)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Fee and other revenue
Securities servicing fees:
Asset servicing	$	643		$	671		$	808	(a)	$	1,923		$	2,584	(a)
Issuer services		359			372			477			1,095			1,297
Clearing services		236			250			259			739			786
Total securities servicing fees		1,238			1,293			1,544			3,757			4,667
Asset and wealth management fees		650			637			795			1,903			2,517
Foreign exchange and other trading activities		246			237			385			790			952
Treasury services		128			132			129			385			382
Distribution and servicing		94			107			107			312			315
Financing-related fees		56			54			44			158			142
Investment income		121			44			47			148			162
Other		84			9			37			108			147
Total fee revenue		2,617			2,513			3,088			7,561			9,284
Securities losses – other-than-temporary-impairment		(4,926	)		(680	)		(162	)		(5,540	)		(387	)
Noncredit-related losses on securities not expected to be sold (recognized in OCI)		93			424			-			156			-
Net securities losses		(4,833	)		(256	)		(162	)		(5,384	)		(387	)
Total fee and other revenue		(2,216	)		2,257			2,926			2,177			8,897
Net interest revenue
Interest revenue		829			845			1,312			2,653			3,999
Interest expense		113			145			631			462			2,187
Net interest revenue		716			700			681			2,191			1,812
Provision for credit losses		147			61			23			267			50
Net interest revenue after provision for credit losses		569			639			658			1,924			1,762
Noninterest expense
Staff		1,157			1,153			1,248	(b)		3,479			4,009	(b)
Professional, legal and other purchased services		265			237			251	(b)		739			748	(b)
Net occupancy		142			142			163			423			429
Distribution and servicing		104			106			133			317			394
Software		95			93			78			269			245
Sub-custodian and clearing		80			91			84	(a)		237			251	(a)
Furniture and equipment		76			76			80			229			237
Business development		45			49			62			138			202
Other		201			263			991	(c)		639			1,403	(c)
Subtotal		2,165			2,210			3,090			6,470			7,918
Amortization of intangible assets		104			108			118			319			360
Restructuring charges		(5	)		6			-			11			-
Merger and integration expenses:
The Bank of New York Mellon Corporation		54			59			107			181			374
Acquired Corporate Trust Business		-			-			4			-			12
Total noninterest expense		2,318			2,383			3,319			6,981			8,664
Income
Income (loss) from continuing operations before income taxes		(3,965	)		513			265			(2,880	)		1,995
Provision (benefit) for income taxes		(1,527	)		12			(42	)		(1,354	)		628
Income (loss) from continuing operations		(2,438	)		501			307			(1,526	)		1,367
Discontinued operations:
Income (loss) from discontinued operations		(29	)		(144	)		1			(238	)		21
Provision (benefit) for income taxes		(10	)		(53	)		1			(87	)		11
Income (loss) from discontinued operations, net of tax		(19	)		(91	)		-			(151	)		10
Net income (loss)		(2,457	)		410			307			(1,677	)		1,377
Net (income) loss attributable to noncontrolling interests, net of tax		(1	)		2			(4	)		-			(19	)
Redemption charge and preferred dividends		-			(236	)		-			(283	)		-
Net income (loss) applicable to common shareholders of The Bank of New York Mellon Corporation	$	(2,458	)	$	176		$	303		$	(1,960	)	$	1,358

62    The Bank of New York Mellon Corporation

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Income Statement (unaudited) – continued
	Quarter ended									Nine months ended
(in millions, except per common share amounts)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Earnings per share applicable to the common share- holders of The Bank of New York Mellon Corporation
Basic:
Income (loss) from continuing operations	$	(2.04	)	$	0.23		$	0.26		$	(1.54	)	$	1.17
Income (loss) from discontinued operations, net of tax		(0.02	)		(0.08	)		-			(0.13	)		0.01
Net income applicable to common stock (d)	$	(2.05	) (e)	$	0.15		$	0.26		$	(1.67	)	$	1.18
Diluted (f):
Income (loss) from continuing operations	$	(2.04	)	$	0.23		$	0.26		$	(1.54	)	$	1.16
Income (loss) from discontinued operations, net of tax		(0.02	)		(0.08	)		-			(0.13	)		0.01
Net income (loss) applicable to common stock (d)	$	(2.05	) (e)	$	0.15		$	0.26		$	(1.67	)	$	1.17
Average common shares and equivalents outstandings		Quarter ended									Nine months ended
(in thousands)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Basic		1,197,414			1,171,081			1,143,445			1,171,675			1,141,424
Common stock equivalents		-			9,636			8,024			-			11,021
Participating securities		-			(6,251	)		(3,883	)		-			(4,043	)
Diluted		1,197,414	(f)		1,174,466			1,147,586			1,171,675	(f)		1,148,402
Anti-dilutive securities (g)		95,585			102,593			84,480			101,712			79,767
Reconciliation of net income (loss) from continuing operations applicable to the common shareholders of The Bank of New York Mellon Corporation		Quarter ended									Nine months ended
(in millions)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Income (loss) from continuing operations	$	(2,438	)	$	501		$	307		$	(1,526	)	$	1,367
Net (income) loss attributable to noncontrolling interest, net of tax		(1	)		2			(4	)		-			(19	)
Redemption charge and preferred dividends		-			(236	)		-			(283	)		-
Income (loss) from continuing operations applicable to common shareholders of The Bank of New York Mellon Corporation, net of tax		(2,439	)		267			303			(1,809	)		1,348
Income (loss) from discontinued operations, net of tax		(19	)		(91	)		-			(151	)		10
Net income (loss) applicable to the common shareholders of The Bank of New York Mellon Corporation	$	(2,458	)	$	176		$	303		$	(1,960	)	$	1,358

^(a) In the second quarter of 2009, global sub-custodian out-of-pocket expense related to client reimbursements was reclassified from sub-custodian expense to asset servicing revenue. This reclassification totaled $4 million in the third quarter of 2008 and $18 million in the first nine months of 2008.

^(b) In the second quarter of 2009, certain temporary/consulting expenses were reclassified from professional, legal and other purchased services to staff expense. This reclassification totaled $35 million in the third quarter of 2008 and $67 million in the first nine months of 2008.

^(c) Includes support agreement charges of $726 million in the third quarter of 2008 and $731 million in the first nine months of 2008.

^(d) Basic and diluted earnings per share under the two-class method were calculated after deducting earnings allocated to participating securities of $- million in the third quarter of 2009, $1.7 million in the second quarter of 2009, $2.0 million in the third quarter of 2008, $- million in the first nine months of 2009 and $9.9 million in the first nine months of 2008.

^(e) Does not foot due to rounding.

^(f) Diluted earnings per share for the three and nine months ended Sept. 30, 2009, was calculated using average basic shares. Adding back the dilutive shares would result in anti-dilution.

^(g) Represents stock options, restricted stock, restricted stock units, participating securities and warrants outstanding but not included in the computation of diluted average common shares because their effect would be anti-dilutive.

See accompanying Notes to Consolidated Financial Statements.

The Bank of New York Mellon Corporation    63

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Balance Sheet (unaudited)

(dollar amounts in millions, except per share amounts)	Sept. 30, 2009			Dec. 31, 2008
Assets
Cash and due from:
Banks	$	3,308		$	4,881
Federal Reserve and other central banks (includes $14,981 and $53,270 of interest-bearing deposits)		15,031			53,278
Other short-term investments – U.S. government-backed commercial paper, at fair value		-			5,629
Interest-bearing deposits with banks		49,349			39,126
Federal funds sold and securities purchased under resale agreements		3,908			2,000
Securities:
Held-to-maturity (fair value of $6,071 and $6,333)		6,318			7,371
Available-for-sale		48,032			32,064
Total securities		54,350			39,435
Trading assets		7,952			11,102
Loans		36,269			43,394
Allowance for loan losses		(456	)		(415	)
Net loans		35,813			42,979
Premises and equipment		1,682			1,686
Accrued interest receivable		699			619
Goodwill		16,022			15,898
Intangible assets		5,574			5,856
Other assets (includes $349 and $1,870 at fair value)		16,294			15,023
Assets of discontinued operations		2,025			-
Total assets	$	212,007		$	237,512
Liabilities
Deposits:
Noninterest-bearing (principally domestic offices)	$	30,767		$	55,816
Interest-bearing deposits in domestic offices		29,036			32,386
Interest-bearing deposits in foreign offices		74,133			71,471
Total deposits		133,936			159,673
Borrowing from Federal Reserve related to asset-backed commercial paper, at fair value		-			5,591
Federal funds purchased and securities sold under repurchase agreements		2,553			1,372
Trading liabilities		7,824			8,085
Payables to customers and broker-dealers		10,458			9,274
Commercial paper		163			138
Other borrowed funds		1,280			755
Accrued taxes and other expenses		3,855			4,052
Other liabilities (including allowance for lending related commitments of $140 and $114, also includes $339 and $721 at fair value)		4,572			4,618
Long-term debt		17,486			15,865
Liabilities of discontinued operations		1,564			-
Total liabilities		183,691			209,423
Equity
Preferred stock – par value $0.01 per share; authorized 100,000,000 shares; issued – shares and 3,000,000 shares		-			2,786
Common stock – par value $0.01 per common share; authorized 3,500,000,000 common shares; issued 1,205,154,635 and 1,148,507,561 common shares		12			11
Additional paid-in capital		21,794			20,432
Retained earnings		8,462			10,250
Accumulated other comprehensive loss, net of tax		(1,947	)		(5,426	)
Less: Treasury stock of 910,677 and 40,262 common shares, at cost		(26	)		(3	)
Total The Bank of New York Mellon Corporation shareholders’ equity		28,295			28,050
Noncontrolling interest		21			39
Total equity		28,316			28,089
Total liabilities and equity	$	212,007		$	237,512

See accompanying Notes to Consolidated Financial Statements.

64    The Bank of New York Mellon Corporation

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Cash Flows (unaudited)

	Nine months ended Sept. 30,
(in millions)	2009			2008
Operating activities
Net income (loss)	$	(1,677	)	$	1,377
Net income attributable to noncontrolling interest, net of tax		-			(19	)
Income (loss) from discontinued operations, net of tax		(151	)		10
Income (loss) from continuing operations attributable to The Bank of New York Mellon Corporation		(1,526	)		1,348
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Provision for credit losses		267			50
Depreciation and amortization		520			691
Deferred tax benefit		(1,926	)		(427	)
Securities losses and venture capital income		5,405			373
Change in trading activities		(835	)		(700	)
Change in accruals and other, net		686			176
Net effect of discontinued operations		(73	)		22
Net cash provided by operating activities		2,518			1,533
Investing activities
Change in interest-bearing deposits with banks		(2,435	)		(30,233	)
Change in interest-bearing deposits with Federal Reserve and other central banks		38,289			-
Change in margin loans		(2	)		(254	)
Purchases of securities held-to-maturity		(108	)		-
Paydowns of securities held-to-maturity		523			163
Maturities of securities held-to-maturity		240			155
Purchases of securities available-for-sale		(21,762	)		(7,625	)
Sales of securities available-for-sale		184			269
Paydowns of securities available-for-sale		5,037			3,985
Maturities of securities available-for-sale		1,343			5,018
Net principal received from (disbursed to) loans to customers		4,982			(8,931	)
Sales of loans and other real estate		862			85
Change in federal funds sold and securities purchased under resale agreements		(1,918	)		335
Change in seed capital investments		(38	)		(157	)
Purchases of premises and equipment/capitalized software		(282	)		(210	)
Acquisitions, net cash		(11	)		(478	)
Dispositions, net cash		-			310
Proceeds from the sale of premises and equipment		3			35
Other, net		(394	)		(210	)
Net effect of discontinued operations		287			135
Net cash provided by (used for) investing activities		24,800			(37,608	)
Financing activities
Change in deposits		(26,151	)		60,596
Change in federal funds purchased and securities sold under repurchase agreements		1,563			4,353
Change in payables to customers and broker-dealers		1,184			3,393
Change in other funds borrowed		(4,385	)		12,920
Change in commercial paper		25			(4,036	)
Net proceeds from the issuance of long-term debt		2,100			2,647
Repayments of long-term debt		(558	)		(3,826	)
Proceeds from the exercise of stock options		12			180
Issuance of common stock		1,366			31
Tax benefit realized on share-based payment awards		-			12
Treasury stock acquired		(26	)		(307	)
Common cash dividends paid		(490	)		(830	)
Repurchase of Series B preferred stock		(3,000	)		-
Preferred dividends paid		(74	)		-
Repurchase of common stock warrants		(136	)		-
Net effect of discontinued operations		(239	)		(157	)
Net cash (used for) provided by financing activities		(28,809	)		74,976
Effect of exchange rate changes on cash		(40	)		(197	)
Change in cash and due from banks
Change in cash and due from banks		(1,531	)		38,704
Cash and due from banks at beginning of period		4,889			6,635
Cash and due from banks at end of period	$	3,358	(a)	$	45,339
Supplemental disclosures
Interest paid	$	478		$	2,185
Income taxes paid		2,240			2,174
Income taxes refunded		58			54

^(a) Includes $50 million of cash at the Federal Reserve Bank.

See accompanying Notes to Consolidated Financial Statements.

The Bank of New York Mellon Corporation    65

The Bank of New York Mellon Corporation (and its subsidiaries)

Consolidated Statement of Changes in Equity (unaudited)

Nine months ended Sept. 30, 2009
	The Bank of New York Mellon Corporation shareholders
	Preferred stock			Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss), net of tax			Treasury stock			Non- controlling interest			Total equity
Balance at Dec. 31, 2008	$	2,786		$	11	$	20,432		$	10,250		$	(5,426	)	$	(3	)	$	39		$	28,089
Adjustment for the cumulative effect of applying ASC 320, net of tax		-			-		-			676			(676	)		-			-			-
Adjusted balance at Jan. 1, 2009		2,786			11		20,432			10,926			(6,102	)		(3	)		39			28,089
Purchase of subsidiary shares from noncontrolling interest		-			-		(74	)		-			-			-			(11	)		(85	)
Distributions paid to noncontrolling interest		-			-		-			-			-			-			(10	)		(10	)
Comprehensive income:
Net loss		-			-		-			(1,677	)		-			-			-			(1,677	)
Other comprehensive income:
Unrealized gain (loss) on securities available for sale		-			-		-			-			523			-			4			527
Employee benefit plans:
Pensions		-			-		-			-			64			-			-			64
Other post-retirement benefits		-			-		-			-			(19	)		-			-			(19	)
Foreign currency translation adjustments		-			-		-			-			255			-			(1	)		254
Net unrealized gain (loss) on cash flow hedges		-			-		-			-			(14	)		-			-			(14	)
Reclassification adjustment/other		-			-		-			-			3,346			-			-			3,346	(a)
Total comprehensive income		-			-		-			(1,677	)		4,155			-			3			2,481	(b)
Dividends on common stock at $0.42 per share		-			-		-			(490	)		-			-			-			(490	)
Dividends on preferred stock at $24.58 per share		-			-		-			(69	)		-			-			-			(69	)
Repurchase of common stock		-			-		-			-			-			(26	)		-			(26	)
Repurchase of Series B preferred stock		(3,000	)		-		-			-			-			-			-			(3,000	)
Repurchase of common stock warrant		-			-		(136	)		-			-			-			-			(136	)
Common stock issued in public offering		-			1		1,346			-			-			-			-			1,347
Common stock issued under employee benefit plans		-			-		40			-			-			2			-			42
Common stock issued under direct stock purchase and dividend reinvestment plan		-			-		16			-			-			-			-			16
Amortization of preferred stock discount and redemption charge		214			-		-			(214	)		-			-			-			-
Stock awards and options exercised		-			-		170			-			-			1			-			171
Other		-			-		-			(14	)		-			-			-			(14	)
Balance at Sept. 30, 2009	$	-		$	12	$	21,794		$	8,462		$	(1,947	)	$	(26	)	$	21		$	28,316

^(a) Includes $3,379 million (after-tax) related to OTTI.

^(b) Comprehensive income attributable to The Bank of New York Mellon Corporation shareholders for the nine months ended Sept. 30, 2009 and 2008 was $2,481 million and a loss of $1,183 million, respectively.

See accompanying Notes to Consolidated Financial Statements

66    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements

Note 1 — Basis of presentation

The accounting and financial reporting policies of The Bank of New York Mellon Corporation, a global financial services company, conform to U.S. generally accepted accounting principles (“GAAP”) and prevailing industry practices. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates based upon assumptions about future economic and market conditions that affect reported amounts and related disclosures in our financial statements. Although our current estimates contemplate current conditions and how we expect them to change in the future, it is reasonably possible that in the near term, actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition. Amounts subject to significant estimates are items such as the allowance for loan losses and lending-related commitments, goodwill and intangible assets, pension and post-retirement obligations, the fair value of financial instruments and other-than-temporary impairments. Among other effects, such changes could result in future impairments of investment securities, goodwill and intangible assets and establishment of allowances for loan losses and lending-related commitments as well as increased pension and post-retirement expense.

The accompanying consolidated financial statements are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods have been made. Certain other immaterial reclassifications have been made to prior periods to place them on a basis comparable with current period presentation. We have evaluated events occurring subsequent to Sept. 30, 2009 for potential recognition or disclosure in the consolidated financial statements through Nov. 6, 2009.

Note 2 — Accounting changes and new accounting guidance

Noncontrolling Interests and Selected Implementation Questions

In December 2007, the FASB issued new guidance on noncontrolling interests included in ASC 810 – Consolidation. This amends previous guidance to establish accounting and reporting standards for the

noncontrolling interest in a subsidiary (i.e., minority interest) and for the deconsolidation of a subsidiary. This guidance applies to all entities that prepare consolidated financial statements. This guidance clarifies that a noncontrolling interest in a subsidiary is part of the equity of the controlling group and is reported on the balance sheet within the equity section separately from BNY Mellon’s equity as a distinct item. The equity section of the balance sheet is required to present equity attributable to both controlling and noncontrolling interests. The carrying amount of the noncontrolling interest is adjusted to reflect the change in ownership interest, and any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity attributable to the noncontrolling interest (i.e., as additional paid in capital). Any transaction that results in the loss of control of a subsidiary is considered a remeasurement event with any retained interest remeasured at fair value. The gain or loss recognized in income includes both the realized gain or loss related to the portion of the ownership interest sold and the gain or loss on the remeasurement to fair value of the retained interest.

We adopted this guidance on Jan. 1, 2009. As a result, effective Jan. 1, 2009, we reclassified $39 million of minority interest from liabilities to equity on our balance sheet. Net income attributable to noncontrolling interests was $1 million in the third quarter of 2009. There was no net income or loss related to noncontrolling interests for the nine months ended Sept. 30, 2009. In the second quarter of 2009, net loss related to the noncontrolling interests was $2 million. Net income attributable to noncontrolling interests was $4 million in the third quarter of 2008 and $19 million for the nine months ended Sept. 30, 2008.

Business Combinations

In December 2007, the FASB issued new guidance on business combinations included in ASC 805 – Business Combinations. This guidance requires all acquisitions of businesses to be measured at the fair value of the net assets acquired rather than the cost allocation process specified in previous guidance. The adoption of this guidance did not have a significant impact on our financial position or results of operations. However, any business combination entered into beginning in 2009 may significantly

The Bank of New York Mellon Corporation    67

Notes to Consolidated Financial Statements (continued)

impact our financial position and results of operations compared with how it would have been recorded under prior GAAP. Earnings volatility could result, depending on the terms of the acquisition. This statement requires transaction costs, such as legal, investment banking, and due diligence costs, to be expensed as incurred and requires earn out contingencies to be measured at fair value. The accounting requirements of this guidance are applied on a prospective basis for all transactions completed subsequent to Dec. 31, 2008.

Participating Securities

In June 2008, the FASB issued new guidance, included in ASC 260 – Earnings Per Share, on determining whether instruments granted in share-based payment transactions are participating securities. This new guidance addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (“EPS”) under the two-class method. This new guidance applies to the calculation of EPS for share-based payment awards with rights to dividends or dividend equivalents. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. This new guidance was effective Jan. 1, 2009. The adoption reduced basic EPS by approximately one cent for the three and nine months ended Sept. 30, 2008 and for the year ended Dec. 31, 2008. All prior period EPS data was adjusted to conform to the provisions of this new guidance.

Accounting for Assets Acquired and Liabilities Assumed in Business Combinations that Arise from Contingencies

On April 1, 2009, the FASB issued new guidance on disclosures and accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies, included in ASC 805 – Business Combinations. This new guidance amends previous guidance and requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, if the acquisition-date fair value can be

reasonably determined. If the acquisition-date fair value of such an asset or liability cannot be reasonably determined, the asset or liability would be measured at the amount that would be recognized for liabilities in accordance with ASC 450 – Contingencies. The disclosure requirements apply to business combination transactions completed subsequent to Dec. 31, 2008.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued disclosures about derivative instruments and hedging activities, included in ASC 815 – Derivatives and Hedging. This new guidance requires entities to disclose the fair value of derivative instruments and their gains or losses in tabular format and information about credit-risk-related contingent features in derivative agreements, counterparty credit risk, and strategies and objectives for using derivative instruments. Entities are required to provide additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under ASC 815 and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Note 18 reflects these disclosure requirements.

Useful Life of Intangible Assets

In April 2008, the FASB issued new guidance on the determination of the useful life of intangible assets, included in ASC 350 – Intangibles – Goodwill and Other. This guidance amended the factors that should be considered in renewal or extension assumptions used to determine the useful life and initial fair value of recognized intangible assets. The new guidance became effective Jan. 1, 2009.

BNY Mellon estimates the fair value of intangible assets at acquisition generally on the basis of an income approach using discounted estimated cash flows. For customer relationship and customer contract intangibles, the expected renewals by customers are included in estimating the period over which cash flows will be generated to BNY Mellon. Estimates of customer renewals are generally based upon the historical information of the acquired intangible assets, and also consider BNY Mellon’s own historical experience with similar types of customer relationships and contracts. In the absence

68    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

of historical information or our own experience, we use assumptions market participants would expect to use consistent with the highest and best use of the assets.

Intangibles are amortized over the periods of and in a pattern that is consistent with the identifiable cash flows, or on a straight-line method over the benefit period if the pattern of cash flows is not estimable.

The initial application of this guidance did not impact BNY Mellon as it already considers expected customer renewals or extensions in cash flow estimates used to estimate fair values and useful lives. BNY Mellon does not capitalize any costs incurred that may contribute to the renewal or extension of any customer relationship and contract intangibles.

Other-Than-Temporary Impairment

In April 2009, the FASB issued new guidance on recognition and presentation of other-than-temporary impairments, included in ASC 320 – Investments – Debt and Equity Securities. This new guidance replaced the “intent and ability” indication in previous guidance by specifying that (a) if a company does not have the intent to sell a debt security prior to recovery and (b) it is more likely than not that it will not have to sell the debt security prior to recovery, the security would not be considered other-than-temporarily impaired unless there is a credit loss. When an entity does not intend to sell the security and it is more likely than not that the entity will not have to sell the security before recovery of its cost basis, it will recognize the credit component of an other-than-temporary impairment of a debt security in earnings and the remaining portion in other comprehensive income. For held-to-maturity debt securities, the amount of OTTI recorded in OCI for the non-credit portion of a previous OTTI should be amortized prospectively over the remaining life of the security on the basis of the timing of future estimated cash flows of the security.

ASC 320 requires entities to initially apply the provisions of the standard to previously other-than-temporarily impaired debt securities (i.e. debt securities that the entity does not intend to sell and that the entity is not more likely than not required to sell before recovery) existing as of the date of initial adoption by making a cumulative-effect adjustment to the opening balance of retained earnings in the

period of adoption. The cumulative-effect adjustment reclassifies the noncredit portion of a previously other-than-temporarily impaired debt security held as of the date of initial adoption to accumulated OCI from retained earnings.

This guidance also amends the previous disclosure provisions of ASC 320 for both debt and equity securities. It requires disclosures in interim and annual periods for major security types identified on the basis of how an entity manages, monitors and measures its securities and the nature and risks of the security. We adopted this new guidance effective Jan 1, 2009. As a result of adopting this guidance, BNY Mellon recorded a cumulative-effect adjustment as of the beginning of the first quarter of 2009 of $676 million (after-tax) to reclassify the non-credit component of the previously recognized OTTI from retained earnings to accumulated OCI (for those securities where management does not intend to sell the security and it is not more likely than not that BNY Mellon will be required to sell the securities before recovery).

Nonactive Markets

In April 2009, the FASB issued new guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly, included in ASC 820 – Fair Value Measurements and Disclosures. The fair value of an asset, when the market is not active, is the price that would be received to sell the asset in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions (that is, the inactive market). Entities need to conclude whether a transaction was orderly based on the weight of evidence. When estimating fair value, more weight is placed on transactions that BNY Mellon concludes are orderly and less weight on transactions for which we do not have sufficient information to conclude whether the transaction is orderly. This new guidance also amends the disclosure provisions of ASC 820 to require entities to disclose on interim and annual periods the inputs and valuation techniques used to measure fair value.

The Bank of New York Mellon Corporation    69

Notes to Consolidated Financial Statements (continued)

Interim Disclosures About Fair Value of Financial Instruments

In April 2009, the FASB issued new guidance on interim disclosures about fair value of financial instruments, included in ASC 825 – Financial Instruments. This new guidance amends previous guidance included in ASC 825 and ASC 270 – Interim Reporting to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. These disclosures were effective June 30, 2009. Note 15 reflects these disclosures requirements.

Subsequent Events

In May 2009, the FASB issued new guidance on subsequent events, included in ASC 855 – Subsequent Events. This guidance establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855 renames type one and type two subsequent events as “recognized” subsequent events and “non-recognized” subsequent events. For recognized subsequent events, an entity shall recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. For unrecognized subsequent events, an entity shall not recognize subsequent events about conditions that did not exist at the date of the balance sheet but that arose after the balance sheet date. Adoption of this guidance had no impact on our results of operations at Sept. 30, 2009.

FASB Accounting Standards Codification

In June 2009, the FASB issued ASU 2009-1, “The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles.” This ASU is included in ASC 105 – Generally Accepted Accounting Principles and established the FASB Accounting Standards Codification^TM (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) under authority of federal securities laws are also

sources of authoritative GAAP for SEC registrants. The Codification became the exclusive authoritative reference at Sept. 30, 2009.

Note 3 — Acquisitions and dispositions

There were no material acquisitions or dispositions completed in the third quarter of 2009.

In July 2009, we reached an agreement to sell MUNB, our national bank subsidiary located in Florida, to Banco Sabadell of Spain. The transaction is subject to regulatory approvals and is expected to close in the first quarter of 2010.

We frequently structure our acquisitions with both an initial payment and later contingent payments tied to post-closing revenue or income growth. For acquisitions completed prior to Jan. 1, 2009, we record the fair value of contingent payments as an additional cost of the entity acquired in the period that the payment becomes probable. For acquisitions completed after Jan. 1, 2009, subsequent changes in the fair value of a contingent consideration liability will be recorded through the income statement. Contingent payments totaled $1 million in the third quarter of 2009 and $25 million in the first nine months of 2009.

At Sept. 30, 2009, we were potentially obligated to pay additional consideration which, using reasonable assumptions for the performance of the acquired companies and joint ventures based on contractual agreements, could range from approximately $75 million to $145 million over the next four years. None of the potential contingent additional consideration was recorded as goodwill at Sept. 30, 2009.

Acquisitions in 2008

In January 2008, we acquired ARX Capital Management (“ARX”). ARX is a leading independent asset management business, headquartered in Rio de Janeiro, Brazil, specializing in Brazilian multi-strategy, long/short and long only investment strategies. The impact of this acquisition was not material to earnings per share.

On Dec. 31, 2008, we acquired the Australian (Ankura Capital) and U.K. (Blackfriars Asset Management) businesses from our Asset Management joint venture with WestLB. The impact of this acquisition was not material to earnings per share.

70    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Dispositions in 2008

In February 2008, we sold our B-Trade and G-Trade execution businesses to BNY ConvergEx Group. These businesses were sold at book value.

On March 31, 2008, we sold a portion of the Estabrook Capital Management business which reduced our AUM by $2.4 billion. We retained approximately 30% of the AUM which are primarily managed by the Wealth Management segment.

In June 2008, we sold Mellon 1^st Business Bank, based in Los Angeles, California. The sale reduced loan and deposit levels by $1.1 billion and $2.8 billion, respectively. There was no gain or loss recorded on this transaction.

On Oct. 1, 2008, we sold the assets of Gannett Welsh & Kotler, an investment management subsidiary with approximately $8 billion in AUM.

Note 4 — Discontinued operations

In July 2009, BNY Mellon reached an agreement to sell MUNB, our national bank subsidiary located in Florida. As a result, we applied discontinued operations accounting to this business and the income statements for all periods in this Form 10-Q have been restated. This business, which was previously reported in the Other segment, no longer fits our strategic focus on our asset management and securities servicing businesses.

Results for discontinued operations in the third quarter of 2009 were a loss of $19 million primarily related to additional provision for credit losses resulting from the further deterioration of the South Florida real estate market. In the second quarter of 2009, we recorded a pre-tax loss on sale of $85 million, primarily attributable to the elimination of $82 million of goodwill.

Summarized financial information for discontinued operations is as follows:

Discontinued operations assets and liabilities (a)
(in millions)	Sept. 30, 2009
Cash and due from banks	$	36
Federal funds sold and securities repurchased under resale agreements		10
Securities		510
Loans		1,548
Allowance for loan losses		(103	)
Net loans		1,445
Premises and equipment		12
Other assets		12
Assets of discontinued operations	$	2,025
Deposits:
Noninterest-bearing	$	525
Interest-bearing		910
Total deposits		1,435
Other liabilities		129
Liabilities of discontinued operations	$	1,564

^(a) Prior period balance sheets, in accordance with GAAP, were not restated for discontinued operations.

Discontinued operations	Quarter ended									Nine months ended
(in millions)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Fee and other revenue	$	2		$	1		$	(1	)	$	5		$	20
Net interest revenue		14			16			22			47			69
Provision for credit losses		25			62			7			108			21
Net interest revenue after provision for credit losses		(11	)		(46	)		15			(61	)		48
Noninterest expense:
Staff		13			6			7			25			20
Professional, legal and other purchased services		1			1			2			3			8
Net occupancy		1			2			1			4			4
Other		5			5			3			15			15
Goodwill impairment		-			-			-			50			-
Total noninterest expense		20			14			13			97			47
Income (loss) from operations of discontinued operations		(29	)		(59	)		1			(153	)		21
Loss on sale		-			(85	)		-			(85	)		-
Provision (benefit) for income taxes		(10	)		(53	)		1			(87	)		11
Income (loss) from discontinued operations, net of tax	$	(19	)	$	(91	)	$	-		$	(151	)	$	10

All information in these Financial Statements and Notes reflects continuing operations, unless otherwise noted.

The Bank of New York Mellon Corporation    71

Notes to Consolidated Financial Statements (continued)

Note 5 — Securities

The following tables set forth the amortized cost and the fair values of securities at Sept. 30, 2009 and Dec. 31, 2008.

Securities at Sept. 30, 2009	Amortized cost			Gross unrealized				Fair value
(in millions)				Gains		Losses
Available-for-sale:
U.S. Government obligations	$	5,056		$	50	$	-	$	5,106
U.S. Government agencies		1,241			32		-		1,273
Obligations of states and political subdivisions		556			12		16		552
Agency RMBS		15,998			369		64		16,303
Alt-A RMBS		2,931			-		68		2,863
Prime RMBS		4,125			2		235		3,892
Subprime RMBS		1,108			-		354		754
Other RMBS		2,600			2		536		2,066
Commercial MBS		3,116			26		279		2,863
Asset-backed CDOs		417			2		61		358
Other asset-backed securities		1,216			99		184		1,131
Other debt securities		9,275			85		47		9,313	(a)
Equity securities		1,549			10		1		1,558
Total securities available-for-sale		49,188			689		1,845		48,032
Held-to-maturity:
Obligations of states and political subdivisions		163			5		-		168
Agency RMBS		562			33		-		595
Alt-A RMBS		1,688			1		82		1,607
Prime RMBS		199			-		10		189
Subprime RMBS		50			-		7		43
Other RMBS		3,661			27		237		3,451
Commercial MBS		19			-		5		14
Other securities		4			-		-		4
Total securities held-to-maturity		6,346	(b)		66		341		6,071
Total securities	$	55,534		$	755	$	2,186	$	54,103

^(a) Includes $8.7 billion, at fair value, of government-sponsored and government guaranteed entities

^(b) Held-to-maturity securities on the balance sheet are reported at amortized cost less the non-credit portion of an other-than-temporary impairment recorded in OCI ($28 million) in accordance with ASC 320.

72    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Securities at Dec. 31, 2008	Amortized cost		Gross unrealized				Fair value
(in millions)			Gains		Losses
Available-for-sale:
U.S. Government obligations	$	746	$	36	$	1	$	781
U.S. Government agencies		1,259		40		-		1,299
Obligations of states and political subdivisions		896		8		21		883
Agency RMBS		10,862		211		174		10,899
Alt-RMBS		5,164		21		2,223		2,962
Prime RMBS		6,437		-		1,733		4,704
Subprime RMBS		1,512		-		575		937
Other RMBS		2,997		-		596		2,401
Commercial MBS		3,275		-		803		2,472
Asset-backed CDOs		604		2		166		440
Other asset-backed securities		1,612		-		479		1,133
Other debt securities		1,884		36		130		1,790
Equity securities		1,392		-		29		1,363
Total securities available-for-sale		38,640		354		6,930		32,064
Held-to-maturity:
Obligations of states and political subdivisions		193		2		2		193
Agency RMBS		699		24		1		722
Alt-A RMBS		2,335		-		562		1,773
Prime RMBS		288		-		48		240
Subprime RMBS		66		-		16		50
Other RMBS		3,770		-		432		3,338
Commercial MBS		13		-		3		10
Other debt securities		4		-		-		4
Other securities		3		-		-		3
Total securities held-to-maturity		7,371		26		1,064		6,333
Total securities	$	46,011	$	380	$	7,994	$	38,397

The amortized cost and fair values of securities at Sept. 30, 2009, by contractual maturity, are as follows:

Securities by contractual maturity at Sept. 30, 2009	Available-for-sale				Held-to-maturity
(in millions)	Amortized cost		Fair value		Amortized cost		Fair value
Due in one year or less	$	1,123	$	1,138	$	-	$	-
Due after one year through five years		14,090		14,224		2		2
Due after five years through ten years		266		276		12		12
Due after ten years		649		606		149		154
Mortgage-backed securities		29,878		28,741		6,179		5,899
Asset-backed securities		1,633		1,489		-		-
Equity/other securities		1,549		1,558		4		4
Total securities	$	49,188	$	48,032	$	6,346	$	6,071

The realized gross gains, realized gross losses, and recognized gross impairments are as follows:

Net securities losses										YTD
(in millions)	3Q09			2Q09			3Q08			2009			2008
Realized gross gains	$	15		$	40		$	4		$	58		$	7
Realized gross losses		(15	)		(6	)		(4	)		(21	)		(6	)
Recognized gross impairments		(4,833	)		(290	)		(162	)		(5,421	)		(388	)
Total net securities losses	$	(4,833	)	$	(256	)	$	(162	)	$	(5,384	)	$	(387	)

The Bank of New York Mellon Corporation    73

Notes to Consolidated Financial Statements (continued)

Temporarily impaired securities

At Sept. 30, 2009, substantially all of the unrealized losses on the securities portfolio were attributable to credit spreads widening since purchase. We do not intend to sell these securities and it is not more likely than not that we will have to sell.

The following tables show the aggregate related fair value of investments with a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for greater than 12 months.

Temporarily impaired securities	Less than 12 months				12 months or more				Total
(in millions)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses
Sept. 30, 2009:
Available-for-sale:
Obligations of states and political subdivisions	$	-	$	-	$	156	$	16	$	156	$	16
Agency RMBS		-		-		5,216		64		5,216		64
Alt-A RMBS		-		-		133		68		133		68
Prime RMBS		-		-		1,478		235		1,478		235
Subprime RMBS		-		-		425		354		425		354
Other RMBS		-		-		2,063		536		2,063		536
Commercial MBS		-		-		1,617		279		1,617		279
Asset-backed CDOs		30		9		251		52		281		61
Other asset-backed securities		-		-		952		184		952		184
Other debt securities		85		1		6,734		46		6,819		47
Equity securities		14		-		3		1		17		1
Total securities available-for-sale	$	129	$	10	$	19,028	$	1,835	$	19,157	$	1,845
Held-to-maturity:
Alt-A RMBS	$	-	$	-	$	320	$	82	$	320	$	82
Prime RMBS		-		-		189		10		189		10
Subprime RMBS		-		-		23		7		23		7
Other RMBS		-		-		1,849		237		1,849		237
Commercial MBS		-		-		14		5		14		5
Total securities held-to-maturity	$	-	$	-	$	2,395	$	341	$	2,395	$	341
Total temporarily impaired securities	$	129	$	10	$	21,423	$	2,176	$	21,552	$	2,186
Dec. 31, 2008:
Available-for-sale:
U.S. Government obligations	$	-	$	-	$	30	$	1	$	30	$	1
Obligations of states and political subdivisions		247		8		264		13		511		21
Agency RMBS		-		-		4,370		174		4,370		174
Alt-A RMBS		145		64		1,891		2,159		2,036		2,223
Prime RMBS		375		102		4,291		1,631		4,666		1,733
Subprime RMBS		129		58		808		517		937		575
Other RMBS		39		-		2,362		596		2,401		596
Commercial MBS		136		55		2,295		748		2,431		803
Asset-backed CDOs		70		50		349		116		419		166
Other asset-backed securities		89		3		989		476		1,078		479
Other debt securities		67		8		199		122		266		130
Other equity securities		10		6		33		23		43		29
Total securities available-for-sale	$	1,307	$	354	$	17,881	$	6,576	$	19,188	$	6,930
Held-to-maturity:
Obligations of states and political subdivisions	$	-	$	-	$	63	$	2	$	63	$	2
Agency RMBS		-		-		25		1		25		1
Alt-A RMBS		172		75		1,575		487		1,747		562
Prime RMBS		-		-		240		48		240		48
Subprime RMBS		-		-		50		16		50		16
Other RMBS		-		-		3,338		432		3,338		432
Commercial MBS		-		-		10		3		10		3
Total securities held-to-maturity	$	172	$	75	$	5,301	$	989	$	5,473	$	1,064
Total temporarily impaired securities	$	1,479	$	429	$	23,182	$	7,565	$	24,661	$	7,994

74    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Other-than-temporary impairment

Upon acquisition of a security, BNY Mellon decides whether it is within the scope of ASC 325 -Investments – Other or will be evaluated for impairment under the guidance within ASC 320. Subsequently, if the security is downgraded we do not alter this decision.

ASC 325 provides specific guidance for certain debt securities which are beneficial interests in securitized financial assets. Specifically, ASC 325 provides incremental impairment guidance for a subset of the debt securities within the scope of ASC 320. For securities where there is no debt rating at acquisition, and the security is a beneficial interest in securitized financial assets, BNY Mellon uses the ASC 325 impairment model. For securities where there is no debt rating at acquisition and the security is not a beneficial interest in securitized financial assets BNY Mellon uses the impairment model guidance under ASC 320.

We routinely conduct periodic reviews to identify and evaluate each investment security to determine whether OTTI has occurred. Economic models are used to determine whether an OTTI has occurred on these securities. While all securities are considered, the securities primarily impacted by OTTI testing are non-agency RMBS and HELOCs. For each non-agency RMBS in the investment portfolio (including but not limited to those whose fair value is less than their amortized cost basis), an extensive, regular review is conducted to determine if an OTTI has occurred. Various inputs to the economic models are used to determine if an unrealized loss on non-agency RMBS is other-than-temporary. The most significant inputs are:

• Default rate – the number of mortgage loans expected to go into default over the life of the transaction, which is driven by the roll rate of loans in each performance bucket that will ultimately migrate to default; and

• Severity – the loss expected to be realized when a loan defaults

To determine if the unrealized loss for non-agency RMBS is other-than-temporary, we project total estimated defaults of the underlying assets (mortgages) and multiply that calculated amount by an estimate of realizable value upon sale in the marketplace (severity) in order to determine the projected

collateral loss. We also evaluate the current credit enhancement underlying the bond to determine the impact on cash flows. If we determine that a given RMBS position will be subject to a write-down or loss, we record the expected credit loss as a charge to earnings.

In addition, we have estimated the expected loss by taking into account observed performance of the underlying securities, industry studies, market forecasts, as well as our view of the economic outlook affecting bond collateral.

The table below shows the projected weighted-average default rates and loss severities for the recent-vintage (i.e. 2007, 2006 and late 2005) non-agency RMBS portfolios at Sept. 30, 2009 and Dec. 31, 2008.

Projected weighted-average default rates and severities
	Sept. 30, 2009				Dec. 31, 2008
	Default Rate		Severity		Default Rate		Severity
Alt-A	42	%	51	%	28	%	43	%
Subprime	74	%	70	%	56	%	59	%
Prime	18	%	44	%	14	%	31	%

The HELOC portfolio holdings are regularly evaluated for potential OTTI. The HELOC securities credit enhancement is provided by a combination of excess spread, over-collateralization, subordination, and a note insurance policy provided by a monoline insurer. For the HELOC holdings, the rating is highly dependent upon the rating of the monoline insurance provider.

If a monoline insurer experiences a credit rating downgrade and it is determined that the monoline insurer may not be able to meet its obligations, the HELOC holdings guaranteed by that insurer are further evaluated based on the deal collateral and structure without the insurer guarantee. Potential losses are compared to the available total coverage provided by excess spread, over-collateralization and subordination for each bond to determine OTTI.

The following table provides the detail of securities portfolio losses. Securities losses in 2008 reflect mark-to-market (both credit and non-credit) impairment securities losses.

The Bank of New York Mellon Corporation    75

Notes to Consolidated Financial Statements (continued)

Net investment securities losses							Year-to-date
(in millions)	3Q09		2Q09		3Q08		2009		2008
Alt-A RMBS	$	2,857	$	114	$	29	$	3,096	$	101
Prime RMBS		999		9		12		1,011		12
Subprime RMBS		321		1		12		322		12
Home equity lines of credit		234		4		10		256		68
European floating rate notes		234		66		-		304		-
Credit cards		-		26		-		28		-
Commercial MBS		89		-		-		89		-
Other		99		36		99		278		194
Total net investment securities losses	$	4,833	$	256	$	162	$	5,384	$	387

The following tables reflect investment securities credit losses recorded in earnings. The beginning balance represents the credit loss component for which OTTI occurred on debt securities in prior periods. The additions represent the first time a debt security was credit impaired or when subsequent credit impairments have occurred.

In conjunction with the restructuring of the investment securities portfolio, in the third quarter of 2009, we changed our intent to hold to maturity on $1.7 billion of securities included in the held-to-maturity classification and recorded mark-to-market losses, both credit and non-credit, on these securities in the income statement. These securities have experienced a decrease in the credit quality of the issuer or a significant increase in the risk-weight used for regulatory capital purposes.

Debt securities credit loss roll forward	QTD
Beginning balance as of June 30, 2009	$	1,025
Add:    Initial OTTI credit losses Subsequent OTTI credit losses		318
Subsequent OTTI credit losses		60
Less:    Realized losses for securities sold		-
Securities intended or required to be sold		591
Increases in expected cash flows on debt securities		-
Ending balance as of Sept. 30, 2009	$	812
Debt securities credit loss roll forward	YTD
Beginning balance as of Dec. 31, 2008	$	535
Add:    Initial OTTI credit losses		661
Subsequent OTTI credit losses		207
Less:    Realized losses for securities sold		-
Securities intended or required to be sold		591
Increases in expected cash flows on debt securities		-
Ending balance as of Sept. 30, 2009	$	812

Note 6 — Goodwill and intangible assets

Goodwill

The level of goodwill increased in 2009 due to foreign exchange translation on non-U.S. dollar denominated goodwill, partially offset by the transfer of goodwill to discontinued operations. Goodwill impairment testing is performed annually at the business segment level. The table below provides a breakdown of goodwill by business segment.

Goodwill by segment
(in millions)	Asset Management		Wealth Management		Asset Servicing		Issuer Services		Clearing Services		Treasury Services		Other			Total
Balance at Dec. 31, 2008	$	7,218	$	1,694	$	3,360	$	2,463	$	902	$	123	$	138		$	15,898
Foreign exchange translation		159		-		40		14		14		-		-			227
Transferred to discontinued operations		-		-		-		-		-		-		(128	)(a)		(128	)
Other (b)		15		-		-		13		-		-		(3	)		25
Goodwill at Sept. 30, 2009	$	7,392	$	1,694	$	3,400	$	2,490	$	916	$	123	$	7		$	16,022

^(a) Includes a $50 million goodwill impairment recorded in the first quarter of 2009.

^(b) Other changes in goodwill include purchase price adjustments and certain other reclassifications.

Intangible assets

Intangible assets not subject to amortization are tested annually for impairment or more often if events or circumstances indicate they may be impaired. The decrease in intangible assets at Sept. 30, 2009 compared with Dec. 31, 2008 resulted from intangible amortization partially offset by foreign exchange translation on non-U.S. dollar denominated intangible assets.

Intangible amortization expense was $104 million in the third quarter of 2009, $108 million in the second quarter of 2009, $118 million in the third quarter of 2008, $319 million in the first nine months of 2009 and $360 million in the first nine months of 2008.

76    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

The table below provides a breakdown of intangible assets by business segment.

Intangible assets – net carrying amount by segment (in millions)	Asset Management			Wealth Management			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Other			Total
Balance at Dec. 31, 2008	$	2,595		$	340		$	302		$	834		$	699		$	229		$	857		$	5,856
Amortization		(163	)		(34	)		(22	)		(61	)		(20	)		(19	)		-			(319	)
Foreign exchange translation		43			-			2			2			2			-			-			49
Transfer to discontinued operations		-			-			-			-			-			-			(4	)		(4	)
Other (a)		-			-			6			(14	)		-			-			-			(8	)
Balance at Sept. 30, 2009	$	2,475		$	306		$	288		$	761		$	681		$	210		$	853		$	5,574

^(a) Other changes in intangible assets include purchase price adjustments and certain other reclassifications.

Intangible assets	Sept. 30, 2009								Dec. 31, 2008
(in millions)	Gross carrying amount		Accumulated amortization			Net carrying amount		Remaining weighted average amortization period	Net carrying amount
Subject to amortization:
Customer relationships – Asset and Wealth Management	$	1,972	$	(665	)	$	1,307	13 yrs.	$	1,460
Customer contracts-Institutional services		2,039		(524	)		1,515	15 yrs.		1,638
Deposit premiums		49		(38	)		11	2 yrs.		25
Other		89		(27	)		62	7 yrs.		69
Total subject to amortization	$	4,149	$	(1,254	)	$	2,895	14 yrs.	$	3,192
Not subject to amortization: (a)
Trade name	$	1,361		N/A		$	1,361	N/A	$	1,358
Customer relationships		1,318		N/A			1,318	N/A		1,306
Total not subject to amortization	$	2,679		N/A		$	2,679	N/A	$	2,664
Total intangible assets	$	6,828	$	(1,254	)	$	5,574	N/A	$	5,856

^(a) Intangible assets not subject to amortization have an indefinite life.

N/A—Not applicable

Estimated annual amortization expense for current intangibles for the next five years is as follows:

For the year ended Dec. 31,	Estimated amortization expense (in millions)
2009	$	422
2010		378
2011		349
2012		323
2013		278

Note 7 — Allowance for credit losses

The allowance for credit losses is maintained at a level that, in management’s judgment, is adequate to absorb probable losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the credit portfolio at the balance sheet date.

We conduct a quarterly portfolio review to determine the adequacy of our allowance for credit losses. Following this review, senior management analyzes the results and determines the allowance for credit

losses. The Risk Committee of our Board of Directors reviews the allowance as of the end of each quarter.

Transactions in the allowance for credit losses are summarized as follows:

For the quarter ended Sept. 30, 2009 (a) (in millions)	Allowance for loan losses			Allowance for lending- related commitments		Allowance for credit losses
Balance at June 30, 2009	$	434		$	92	$	526
Charge-offs:
Commercial		(62	)		-		(62	)
Other residential mortgages		(15	)		-		(15	)
Total charge-offs		(77	)		-		(77	)
Recoveries		-			-		-
Net charge-offs		(77	)		-		(77	)
Provision		99			48		147
Balance at Sept. 30, 2009	$	456		$	140	$	596

^(a) Excludes discontinued operations

The Bank of New York Mellon Corporation    77

Notes to Consolidated Financial Statements (continued)

For the quarter ended Sept. 30, 2008 (in millions)	Allowance for loan losses			Allowance for lending- related commitments			Allowance for credit losses
Balance at June 30, 2008	$	353		$	133		$	486
Charge-offs:
Commercial		(8	)		-			(8	)
Commercial real estate		(2	)		-			(2	)
Other residential mortgages		(5	)		-			(5	)
Foreign		(12	)		-			(12	)
Total charge-offs		(27	)		-			(27	)
Recoveries:
Foreign		3			-			3
Leasing		2			-			2
Total recoveries		5			-			5
Net charge-offs		(22	)		-			(22	)
Provision		34			(4	)		30	(a)
Balance at Sept. 30, 2008	$	365		$	129		$	494	(a)

^(a) The provision for credit losses includes discontinued operations of $7 million. The allowance for credit losses includes discontinued operations of $33 million.

For the nine months ended Sept. 30, 2009 (in millions)	Allowance for loan losses			Allowance for lending- related commitments			Allowance for credit losses
Balance at Dec. 31, 2008	$	415		$	114		$	529
Transferred to discontinued operations		(38	)		(2	)		(40	)
Charge-offs:
Commercial		(109	)		-			(109	)
Commercial real estate		(30	)		-			(30	)
Other residential mortgages		(43	)		-			(43	)
Total charge-offs		(182	)		-			(182	)
Recoveries		1			-			1
Net charge-offs		(181	)		-			(181	)
Provision		260			28			288	(a)
Balance at Sept. 30, 2009 (b)	$	456		$	140		$	596

^(a) The provision for credit losses includes discontinued operations of $21 million.

^(b) Excludes discontinued operations.

For the nine months ended Sept. 30, 2008 (in millions)	Allowance for loan losses			Allowance for lending- related commitments			Allowance for credit losses
Balance at Dec. 31, 2007	$	327		$	167		$	494
Charge-offs:
Commercial		(19	)		-			(19	)
Commercial real estate		(11	)		-			(11	)
Other		(9	)		-			(9	)
Foreign		(17	)		-			(17	)
Total charge-offs		(56	)		-			(56	)
Recoveries:
Commercial		2			-			2
Foreign		3			-			3
Leasing		3			-			3
Total recoveries		8			-			8
Net charge-offs		(48	)		-			(48	)
Sale of M1BB		(11	)		(2	)		(13	)
ASC 825 adoption		(10	)		-			(10	)
Provision		107			(36	)		71	(a)
Balance at Sept. 30, 2008	$	365		$	129		$	494	(a)

^(a) The provision for credit losses includes discontinued operations of $21 million. The allowance for credit losses includes discontinued operations of $33 million.

Note 8 — Other assets

Other assets (in millions)	Sept. 30, 2009		Dec. 31, 2008
Accounts receivable	$	5,340	$	4,057
Corporate/bank owned life insurance		3,850		3,781
Equity in joint ventures and other investments (a)		2,464		2,421
Fails to deliver		1,538		1,394
Margin deposits		68		1,275
Software		565		607
Prepaid expenses		708		422
Prepaid pension assets		832		371
Due from customers on acceptances		549		265
Other		380		430
Total other assets	$	16,294	$	15,023

^(a) Includes Federal Reserve Bank stock of $390 million and $342 million, respectively, at cost.

78    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Note 9 — Net interest revenue

	Quarter ended								Nine months ended
Net interest revenue (in millions)	Sept. 30, 2009		June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Interest revenue
Non-margin loans	$	211	$	232		$	233	(a)	$	682		$	694	(a)
Margin loans		17		17			48			51			154
Securities:
Taxable		419		393			537			1,262			1,681
Exempt from federal income taxes		7		8			8			23			23
Total securities		426		401			545			1,285			1,704
Other short-term investments – U.S. government-backed commercial paper		-		-			7			10			7
Deposits in banks		148		166			431			531			1,255
Deposits with the Federal Reserve and other central banks		6		7			-			34			-
Federal funds sold and securities purchased under resale agreements		10		9			35			24			136
Trading assets		11		13			13			36			49
Total interest revenue		829		845			1,312	(a)		2,653			3,999	(a)
Interest expense
Deposits		25		40			429			141			1,515
Borrowings from Federal Reserve related to ABCP		-		-			5			7			5
Federal funds purchased and securities sold under repurchase agreements		2		(3	)		13			(1	)		43
Other borrowed funds		8		8			19			30			71
Customer payables		2		1			18			5			60
Long-term debt		76		99			147			280			493
Total interest expense		113		145			631			462			2,187
Net interest revenue	$	716	$	700		$	681	(a)	$	2,191		$	1,812	(a)

^(a) Includes the SILO/LILO charges of $112 million recorded in the third quarter of 2008 and $489 million recorded in the first nine months of 2008.

Note 10 — Selected noninterest expense categories

The following table provides a breakdown of certain expense categories presented on the consolidated income statement.

	Quarter ended								Nine months ended
Selected noninterest expense categories (in millions)	Sept. 30, 2009		June 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008
Sub-custodian	$	49	$	60		$	62	(a)	$	148		$	199	(a)
Clearing		31		31			22			89			52
Total sub-custodian and clearing	$	80	$	91		$	84	(a)	$	237		$	251	(a)
Communications	$	30	$	29		$	35		$	84		$	100
Support agreement charges		13		(15	)		726			(10	)		731
Other		158		249	(b)		230			565	(b)		572
Total other	$	201	$	263		$	991		$	639		$	1,403

^(a) In the second quarter of 2009, global sub-custodian out-of-pocket expense related to client reimbursements was reclassified from sub-custodian expense to asset servicing revenue. This reclassification totaled $4 million in the third quarter of 2008 and $18 million in the first nine months of 2008.

^(b) Includes $61 million of FDIC special assessment recorded in the second quarter of 2009.

The Bank of New York Mellon Corporation    79

Notes to Consolidated Financial Statements (continued)

Note 11 — Employee benefit plans

In the third quarter of 2009, we contributed $300 million to the primary BNY Mellon pension plan.

The components of net periodic benefit cost (credit) are as follows:

Net periodic benefit cost (credit)	Quarter ended
	Sept. 30, 2009									June 30, 2009									Sept. 30, 2008
(in millions)	Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits
Service cost	$	24		$	5		$	1		$	24		$	4		$	1		$	19		$	7		$	1
Interest cost		40			5			4			39			5			4			36			7			4
Expected return on assets		(74	)		(7	)		(2	)		(72	)		(7	)		(2	)		(73	)		(10	)		(2	)
Other		(6	)		2			2			4			1			2			6			1			2
Net periodic benefit cost (credit)	$	(16	)	$	5		$	5		$	(5	)	$	3		$	5		$	(12	)	$	5		$	5

Net periodic benefit cost (credit)	Nine months ended
	Sept. 30, 2009									Sept. 30, 2008
(in millions)	Domestic pension benefits			Foreign pension benefits			Health care benefits			Domestic pension benefits			Foreign pension benefits			Health care benefits
Service cost	$	72		$	14		$	3		$	57		$	21		$	3
Interest cost		118			15			12			108			21			12
Expected return on assets		(218	)		(21	)		(6	)		(219	)		(30	)		(4	)
Other		1			4			6			28			3			6
Net periodic benefit cost (credit)	$	(27	)	$	12		$	15		$	(26	)	$	15		$	17

Note 12 — Restructuring charge

In the fourth quarter of 2008, we announced that, due to weakness in the global economy, we would reduce our workforce by approximately 4%, or an estimated 1,800 positions, and as a result, recorded a pre-tax restructuring charge of $181 million. In the third quarter and first nine months of 2009, we recorded a recovery of $5 million and

additional charges of $11 million, respectively associated with this workforce reduction.

As of Sept. 30, 2009, we have eliminated approximately 1,400 positions. Severance payments related to these positions are primarily paid over the salary continuance period in accordance with the separation plan. We expect to substantially complete this reduction by the end of 2009.

The following table presents the activity in the restructuring reserve through Sept. 30, 2009.

Restructuring charge reserve - activity (in millions)	Severance			Stock-based incentive acceleration			Other compensation costs			Other non-personnel expenses			Total
Original restructuring charge at Dec. 31, 2008	$	166		$	9		$	5		$	1		$	181
(Recovery)/additional charges		8			(2	)		-			10			16
Utilization		(57	)		-			-			(4	)		(61	)
Balance at June 30, 2009	$	117		$	7		$	5		$	7		$	136
(Recovery)/additional charges		(3	)		-			(2	)		-			(5	)
Utilization		(23	)		(6	)		-			(7	)		(36	)
Balance at Sept. 30, 2009	$	91		$	1		$	3		$	-		$	95

80    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

The restructuring charges for the fourth quarter of 2008 and first, second and third quarters of 2009 are presented below by business segment. The charges were recorded in the Other segment as this restructuring was a corporate initiative and not directly related to the operating performance of these segments.

Restructuring charge by segment (in millions)	4Q08		1Q09		2Q09			3Q09			Total restructuring charges
Asset management	$	64	$	3	$	4		$	-		$	71
Asset servicing		34		3		(4	)		-			33
Issuer services		15		-		1			1			17
Wealth management		13		1		1			-			15
Treasury services		6		-		1			4			11
Clearing services		6		1		(1	)		-			6
Other (including shared services)		43		2		4			(10	)		39
Total restructuring charges	$	181	$	10	$	6		$	(5	)	$	192

Note 13 — Income taxes

The statutory federal income tax rate is reconciled to our effective income tax rate below:

Effective tax rate	Nine months ended
	Sept. 30, 2009		Sept. 30, 2008
Federal rate	35.0	%	35.0	%
State and local income taxes, net of federal income tax benefit	5.9		4.8
Credit for low-income housing investments	1.5		(1.8	)
Tax-exempt income	1.6		(2.5	)
Foreign operations	(0.8	)	(7.7	)
Tax settlements	4.1		6.7
Other - net	(0.3	)	(2.7	)
Effective rate	47.0	%	31.8	%

Our total tax reserves as of Sept. 30, 2009 were $222 million compared with $223 million at June 30, 2009. If these tax reserves were unnecessary, $222 million would affect the effective tax rate in future periods. We recognize accrued interest and penalties, if applicable, related to income taxes in income tax expense. Included in the balance sheet as of Sept. 30, 2009 is accrued interest, where applicable, of $87 million. The additional tax expense related to interest for the three and nine months ended Sept. 30, 2009 was $3 million and $42 million, respectively.

Our federal consolidated income tax returns are closed to examination through 2002. Our New York State and New York City return examinations have been completed through 1996. In

October 2009, BNY Mellon reached an agreement with New York State and New York City representatives to close its audits for 1997 through 2004. We do not expect this settlement to have a significant impact on our financial results. Our United Kingdom income tax returns are closed through 2002.

Note 14 — Securitizations and variable interest entities

Securitizations

In 2000, we purchased Dreyfus Institutional Reserves Money Fund shares and sold the right to receive the principal value of the shares in 2021 in a securitization transaction and retained the rights to receive the ongoing dividends from the shares.

In 2003, BNY Mellon securitized quarterly variable rate municipal bonds, which are Aa3/AAA insured bonds issued by borrowers rated no lower than A2/A+ by Moody’s Investor Services and Standard & Poors. No gain or loss was recognized on this transaction.

Our retained interests in these securitizations at Sept. 30, 2009 and Dec. 31, 2008, are approximately $137 million and $234 million, respectively, which represents our maximum exposure to the securitizations. BNY Mellon did not securitize any assets during the first nine months of 2009.

At Sept. 30, 2009, BNY Mellon had no asset-backed commercial paper conduits.

Variable Interest Entities

Guidance on “Consolidation of Variable Interest Entities”, included in ASC 810 applies to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary of a Variable Interest Entity (“VIE”) is the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns or both, as a result of holding variable interests. BNY Mellon is required to

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Notes to Consolidated Financial Statements (continued)

consolidate entities for which it is the primary beneficiary.

BNY Mellon’s VIEs generally include retail, institutional and alternative investment funds offered to its retail and institutional customers. BNY Mellon may provide start-up capital in its new funds and also earns fund management fees. Performance fees are also earned on certain funds. BNY Mellon is not contractually required to provide financial or any other support to its VIEs. In addition, we provide trust and custody services for a fee to entities sponsored by other corporations in which we have no other interest.

Primary beneficiary calculations are prepared in accordance with ASC 810. This evaluation includes estimates of ranges and probabilities of losses and returns from the funds. The calculated expected gains and expected losses are allocated to the variable interests holders of the funds, which are generally the fund’s investors and may include BNY Mellon, in order to determine which entity is required to consolidate the VIE, if any.

The start up capital invested in our Asset Management VIEs as of Sept. 30, 2009 has been included in our financial statements as shown below:

Other VIEs at Sept. 30, 2009 (in millions)	Assets		Liabilities		Maximum loss exposure
Trading	$	30	$	-	$	30
Available-for-sale		124		-		124
Other		254		-		254
Total	$	408	$	-	$	408

Other VIEs at Dec. 31, 2008 (in millions)	Assets		Liabilities		Maximum loss exposure
Trading	$	26	$	-	$	26
Available-for-sale		102		-		102
Other		272		-		272
Total	$	400	$	-	$	400

BNY Mellon has voluntarily provided limited credit support to certain money market, collective, commingled and separate account funds (the “Funds”). Entering into such support agreements represents an event under ASC 810, and is subject to its interpretations.

In analyzing the Funds for which credit support was provided, it was determined that interest rate risk and credit risk are the two

main risks that the funds are designed to create and pass through to their investors. Accordingly, interest rate and credit risk were analyzed to determine if BNY Mellon was the primary beneficiary of each of the Funds.

Credit risk variability quantification includes any potential future credit risk in a Fund and is evaluated using credit ratings and default rates. The full marks on any sensitive securities on watch are also included.

Interest rate variability quantification includes the expected Fund yield. Standard deviations are used along with the Fund’s market value to quantify the interest rate risk expected in the Fund.

BNY Mellon’s analysis of the credit risk variability and interest rate risk variability associated with the supported Funds resulted in BNY Mellon not being the primary beneficiary and therefore the Funds were not consolidated.

The table below shows the financial statement items related to non-consolidated VIEs to which we have provided credit support agreements:

Credit supported VIEs at Sept. 30, 2009 (in millions)	Assets		Liabilities		Maximum loss exposure
Other	$	-	$	16	$	42

Credit supported VIEs at Dec. 31, 2008 (in millions)	Assets		Liabilities		Maximum loss exposure
Other	$	-	$	248	$	142

Certain funds have been created solely with securities that are subject to credit support agreements where we have agreed to absorb the majority of loss. Accordingly, these funds have been consolidated into BNY Mellon and have affected the following financial statement items:

Consolidated VIEs at Sept. 30, 2009 (in millions)	Assets		Liabilities		Maximum loss exposure
Available-for-sale	$	41	$	-	$	41
Other		-		135		25
Total	$	41	$	135	$	66

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Notes to Consolidated Financial Statements (continued)

Consolidated VIEs at Dec. 31, 2008 (in millions)	Assets		Liabilities		Maximum loss exposure
Available-for-sale	$	26	$	-	$	26
Other		24		353		47
Total	$	50	$	353	$	73

The maximum loss exposure shown above for the credit support agreements provided to BNY Mellon’s VIEs primarily reflects a complete loss on the Lehman Brothers Holdings Inc. securities for BNY Mellon’s clients that accepted our offer of support. As of Sept. 30, 2009, BNY Mellon recorded $110 million in liabilities related to its VIEs for which credit support agreements were provided.

Note 15 — Fair value of financial instruments

The carrying amounts of our financial instruments (i.e., monetary assets and liabilities) are determined under different accounting methods—see Note 1 to the Consolidated Financial Statements contained in BNY Mellon’s 2008 Annual Report on Form 10-K. The following disclosure discusses these instruments on a uniform fair value basis. However, active markets do not exist for a significant portion of these instruments, principally loans and commitments. As a result, fair value determinations require significant subjective judgments regarding future cash flows. Other judgments would result in different fair values. Among the assumptions we used are discount rates ranging principally from 0.11% to 6.23% at Sept. 30, 2009 and 0.08% to 3.25% at Dec. 31, 2008. The fair value information supplements the basic financial statements and other traditional financial data presented throughout this report.

Note 16, “Fair value measurement” presents assets and liabilities measured at fair value by the three level valuation hierarchy established under ASC 820, as well as a roll forward schedule of fair value measurements using significant unobservable inputs. Note 17, “Fair value option” presents the instruments for which fair value accounting was elected and the corresponding income statement impact of these instruments.

A summary of the practices used for determining fair value is as follows.

Interest-bearing deposits with banks

The fair value of interest-bearing deposits with banks is based on discounted cash flows.

Securities, trading activities, and derivatives used for ALM

The fair value of securities and trading assets and liabilities is based on quoted market prices, dealer quotes, or pricing models. Fair value amounts for derivative instruments, such as options, futures and forward rate contracts, commitments to purchase and sell foreign exchange, and foreign currency swaps, are similarly determined. The fair value of over-the-counter interest rate swaps is the discounted value of projected future cash flows, adjusted for other factors including, but not limited to and if applicable, optionality and implied volatilities, as well as counterparty credit.

Loans and commitments

For residential mortgage loans, fair value is estimated using discounted cash flow analyses, adjusting where appropriate for prepayment estimates, using interest rates currently being offered for loans with similar terms and maturities to borrowers. Discounted future cash flows are used to determine the fair value of other types of loans. The fair value of commitments to extend credit, standby letters of credit, and commercial letters of credit is based upon the cost to settle the commitment.

Other financial assets

Fair value is assumed to equal carrying value for these assets due to their short maturity.

Deposits, borrowings and long-term debt

The fair value of noninterest-bearing deposits and payables to customers and broker-dealers is assumed to be their carrying amount. The fair value of interest-bearing deposits, borrowings, and long-term debt is based upon current rates for instruments of the same remaining maturity or quoted market prices for the same or similar issues.

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Notes to Consolidated Financial Statements (continued)

Summary of financial instruments
	Sept. 30, 2009				Dec. 31, 2008
(in millions)	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
Assets:
Interest-bearing deposits with banks	$	49,349	$	49,419	$	39,126	$	39,183
Securities		58,737		58,797		43,707		42,756
Trading assets		7,952		7,952		11,102		11,102
Loans and commitments		32,239		32,538		38,968		39,002
Derivatives used for ALM		687		687		709		709
Other financial assets		26,145		26,145		69,531		69,531
Total financial assets	$	175,109	$	175,538	$	203,143	$	202,283
Assets of discontinued operations		2,025		2,025		-		-
Non-financial assets		34,873				34,369
Total assets	$	212,007			$	237,512
Liabilities:
Noninterest-bearing deposits	$	30,767	$	30,767	$	55,816	$	55,816
Interest-bearing deposits		103,169		103,165		103,857		103,858
Payables to customers and broker-dealers		10,458		10,458		9,274		9,274
Borrowings		4,202		4,202		8,083		8,083
Long-term debt		17,486		17,493		15,865		15,211
Trading liabilities		7,824		7,824		8,085		8,085
Derivatives used for ALM		25		25		19		19
Total financial liabilities	$	173,931	$	173,934	$	200,999	$	200,346
Liabilities of discontinued operations		1,564		1,564		-		-
Non-financial liabilities		8,196				8,424
Total liabilities	$	183,691			$	209,423

The table below summarizes the carrying amount of the hedged financial instruments and the related notional amount of the hedge and estimated fair value (unrealized gain/(loss)) of the derivatives that were linked to these items:

Hedged financial instruments
	Carrying amount		Notional amount		Unrealized
(in millions)					Gain		(Loss)
At Sept. 30, 2009:
Loans	$	1	$	1	$	-	$	(1	)
Securities held-for-sale		220		213		-		(14	)
Deposits		31		30		7		-
Long-term debt		12,268		11,293		680		(10	)
At Dec. 31, 2008:
Loans	$	8	$	6	$	-	$	-
Securities held-for-sale		219		217		-		(19	)
Deposits		600		590		8		-
Long-term debt		11,106		10,456		701		-

Note 16 — Fair value measurement

We adopted guidance related to “Fair Value Measurement”, included in ASC 820, effective Jan. 1, 2008. ASC 820 defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date and establishes a framework for measuring fair value. It establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and expands the disclosures about instruments measured at fair value. ASC 820 requires consideration of a company’s own creditworthiness when valuing liabilities.

Effective Jan. 1, 2009, we adopted guidance related to “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”, included in ASC 820. This provides guidance on how to determine the fair value when the volume and level of activity for the asset or liability have significantly decreased and reemphasizes that the objective of a fair value measurement remains an exit price notion. In those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value in accordance with ASC 820. It also requires additional disclosures for instruments within the scope of ASC 820 to include inputs and valuation techniques used, change in valuation techniques and related inputs, if any, and more disaggregated information relating to debt and equity securities.

The amended standard provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The objective is to determine from weighted indicators

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Notes to Consolidated Financial Statements (continued)

of fair value a reasonable point within the range that is most representative of fair value under current market conditions.

We also adopted guidance related to the fair value option for financial assets and financial liabilities” included in ASC 825, effective Jan. 1, 2008. ASC 825 provides an option to elect fair value as an alternative measurement basis for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments which are not subject to fair value under other accounting standards.

Determination of fair value

Following is a description of our valuation methodologies for assets and liabilities measured at fair value. We have established processes for determining fair values. Fair value is based upon quoted market prices, where available. For financial instruments where quotes from recent exchange transactions are not available, we determine fair value based on discounted cash flow analysis, comparison to similar instruments, and the use of financial models. Discounted cash flow analysis is dependent upon estimated future cash flows and the level of interest rates. Model-based pricing uses inputs of observable prices for interest rates, foreign exchange rates, option volatilities and other factors. Models are benchmarked and validated by an independent internal risk management function. Our valuation process takes into consideration factors such as counterparty credit quality, liquidity, concentration concerns, observability of model parameters and the results of stress tests. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value.

Most derivative contracts are valued using internally developed models which are calibrated to observable market data and employ standard market pricing theory for their valuations. An initial “risk-neutral” valuation is performed on each position assuming time-discounting based on an AA credit curve. Then, to arrive at a fair value that incorporates counterparty credit risk, a credit adjustment is made to these results by discounting each trade’s expected exposures to the counterparty using the counterparty’s credit spreads, as implied by the credit default swap market. We also adjust expected liabilities to the counterparty using BNY Mellon’s own credit spreads, also implied by the credit default swap market. Accordingly, the valuation of our derivative position is sensitive to the current

changes in our own credit spreads as well as those of our counterparties.

In certain cases, we may face additional costs to exit large risk positions or recent prices may not be observable for instruments that trade in inactive or less active markets. The costs to exit large risk positions are based on evaluating the negative change in the market during the time it would take for us to bring those positions to normal market levels for those instruments. Upon evaluating the uncertainty in valuing financial instruments subject to liquidity issues, we make an adjustment to their value. The determination of the liquidity adjustment includes the availability of external quotes, the time since the latest available quote and the price volatility of the instrument.

Certain parameters in some financial models are not directly observable and, therefore, are based on managements’ estimates and judgments. These financial instruments are normally traded less actively. Examples include certain credit products where parameters such as correlation and recovery rates are unobservable. We apply valuation adjustments to mitigate the possibility of error and revision in the model based estimate value.

The methods described above may produce a current fair value calculation that may not be indicative of net realizable value or reflective of future fair values. We believe our methods of determining fair value are appropriate and consistent with other market participants. However, the use of different methodologies or different assumptions to value certain financial instruments could result in a different estimate of fair value.

Valuation hierarchy

ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are described below.

Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets and liabilities include debt and equity securities and derivative financial instruments actively traded on

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Notes to Consolidated Financial Statements (continued)

exchanges and U.S. Treasury securities and U.S. Government securities that are actively traded in highly liquid over the counter markets.

Level 2: Observable inputs other than Level 1 prices, for example, quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs that are observable or can be corroborated, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 assets and liabilities include debt instruments that are traded less frequently than exchange traded securities and derivative instruments whose model inputs are observable in the market or can be corroborated by market observable data. Examples in this category are certain variable and fixed rate agency and non-agency securities, corporate debt securities and derivative contracts.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Examples in this category include interests in certain securitized financial assets, non-agency RMBS, certain private equity investments, and derivative contracts that are highly structured or long-dated.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Loans and unfunded lending-related commitments

Where quoted market prices are not available, we generally base the fair value of loans and unfunded lending-related commitments on observable market prices of similar instruments, including bonds, credit derivatives and loans with similar characteristics. If observable market prices are not available, we base the fair value on estimated cash flows adjusted for credit risk which are discounted using an interest rate appropriate for the maturity of the applicable loans or the unfunded commitments.

Unrealized gains and losses on unfunded lending

commitments carried at fair value are classified in Other assets and Other liabilities, respectively. Loans and unfunded lending commitments carried at fair value are generally classified within Level 2 of the valuation hierarchy.

Securities

Where quoted prices are available in an active market, we classify the securities within Level 1 of the valuation hierarchy. Securities are defined as both long and short positions. Level 1 securities include highly liquid government bonds, certain mortgage products and exchange-traded equities.

If quoted market prices are not available, we estimate fair values using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which would generally be classified within Level 2 of the valuation hierarchy, include certain agency and non-agency mortgage-backed securities, commercial mortgage-backed securities and European floating rate notes.

For securities where quotes from recent transactions are not available for identical securities, we determine fair value primarily based on pricing sources with reasonable levels of price transparency that employ financial models or obtain comparison to similar instruments to arrive at “consensus” prices.

Specifically, the pricing sources obtain recent transactions for similar types of securities (e.g., vintage, position in the securitization structure) and ascertain variables such as discount rate and speed of prepayment for the types of transaction and apply such variables to similar types of bonds. We view these as observable transactions in the current market place and classify such securities as Level 2. They discontinue pricing any specific security whenever they determine there is insufficient observable data to provide a good faith opinion on price.

Securities included in this category that have been affected by lack of market liquidity include our Alt-A RMBS, prime RMBS, subprime RMBS and commercial mortgage-backed securities.

In addition, we have significant investments in more actively traded agency RMBS and the pricing sources derive the prices for these securities largely from quotes they obtain from three major inter-dealer

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Notes to Consolidated Financial Statements (continued)

brokers. The pricing sources receive their daily observed trade price and other information feeds from the interdealer brokers.

For securities with bond insurance, the financial strength of the insurance provider is analyzed and that information is included in the fair value assessment for such securities.

In certain cases where there is limited activity or less transparency around inputs to the valuation, we classify those securities in Level 3 of the valuation hierarchy. Securities classified within Level 3 include certain asset-backed securities CDOs, non-agency RMBS and other retained interests in securitizations.

In the third quarter of 2009, market prices converged with our internally modeled prices. As a result, at Sept. 30, 2009, approximately 99% of our securities were valued by pricing sources with reasonable levels of price transparency. Approximately 1% of our securities were priced based on economic models and non-binding dealer quotes, and are included in Level 3 of the ASC 820 hierarchy.

Other short-term U.S. government-backed commercial paper and borrowings from Federal Reserve related to asset-backed commercial paper

These instruments are classified in Level 2 of the valuation hierarchy. The fair value of these instruments is estimated using pricing models.

Derivatives

We classify exchange-traded derivatives valued using quoted prices in Level 1 of the valuation hierarchy. Examples include exchanged-traded equity and foreign exchange options. Since few other classes of derivative contracts are listed on an

exchange, most of our derivative positions are valued using internally developed models that use as their basis readily observable market parameters and we classify them in Level 2 of the valuation hierarchy. Such derivatives include basic interest rate swaps and options and credit default swaps. Derivatives valued using models with significant unobservable market parameters and that are traded less actively or in markets that lack two way flow, are classified in Level 3 of the valuation hierarchy. Examples include long-dated interest rate or currency swaps, where swap rates may be unobservable for longer maturities; and certain credit products, where correlation and recovery rates are unobservable. Certain interest rate swaps with counterparties that are highly structured entities require significant judgment and analysis to adjust the value determined by standard pricing models. These interest rate swaps compose less than 1% of our derivative financial instruments. Additional disclosures of derivative instruments are provided in Note 18 of Notes to Consolidated Financial Statements.

Seed capital

In our Asset Management segment we manage investment assets, including equities, fixed income, money market and alternative investment funds for institutions and other investors; as part of that activity we make seed capital investments in certain funds. Seed capital is included in trading assets, securities available-for-sale and other assets, depending on the nature of the investment. When applicable, we value seed capital based on the published net asset value (“NAV”) of the fund. We include funds in which ownership interests in the fund are publicly-traded in an active market and institutional funds in which investors trade in and out daily in Level 1 of the valuation hierarchy. We include open-end funds where investors are allowed to sell their ownership interest back to the fund less frequently than daily and where our interest in the fund contains no other rights or obligations in Level 2 of the valuation hierarchy. However, we generally include investments in funds which allow investors to sell their ownership interest back to the fund less frequently than monthly in Level 3, unless actual redemption prices are observable.

For other types of investments in funds, we consider all of the rights and obligations inherent in our ownership interest, including the reported NAV as well as other factors that affect the fair value of our interest in the fund. To the extent the NAV

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Notes to Consolidated Financial Statements (continued)

measurements reported for the investments are based on unobservable inputs or include other rights and obligations (e.g., obligation to meet cash calls), we generally classify them in Level 3 of the valuation hierarchy.

Certain interests in securitizations

For certain interests in securitizations which are classified in securities available-for-sale and other assets, we use discounted cash flow models which generally include assumptions of projected finance charges related to the securitized assets, estimated net credit losses, prepayment assumptions and estimates of payments to third-party investors. When available, we compare our fair value estimates and assumptions to market activity and to the actual results of the securitized portfolio. Changes in these assumptions may significantly impact our estimate of fair value of the interests in securitizations; accordingly, we generally classify them in Level 3 of the valuation hierarchy.

Private equity investments

Our Other segment includes holdings of nonpublic private equity investment through funds managed by third party investment managers and, to a lesser extent, direct investment in private equities. Nonpublic private equity investments generally lack quoted market prices, are less liquid and may be long term; accordingly, we must apply significant judgment in determining their fair value. We value private equity

investments initially based upon the transaction price which we subsequently adjust to reflect expected exit values as evidenced by financing and sale transactions with third parties or through ongoing reviews by the investment managers.

The investment managers consider a number of factors in changes in valuation including current operating performance and future expectations of the particular investment, industry valuations of comparable public companies, changes in market outlook and the financing environment. Nonpublic private equity investments are included in Level 3 of the valuation hierarchy.

Private equity investments also include publicly held equity investments, generally obtained through the initial public offering of privately held equity investments. Publicly held investments are marked-to-market at the quoted public value less adjustments for regulatory or contractual sales restrictions.

Discounts for restrictions are quantified by analyzing the length of the restriction period and the volatility of the equity security. Publicly held investments are primarily classified in Level 2 of the valuation hierarchy.

The following tables present the financial instruments carried at fair value at Sept. 30, 2009 and Dec. 31, 2008, by caption on the consolidated balance sheet and by ASC 820 valuation hierarchy (as described above).

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Notes to Consolidated Financial Statements (continued)

Assets and liabilities measured at fair value on a recurring basis at Sept. 30, 2009													Total carrying value
(dollar amounts in millions)	Level 1			Level 2			Level 3			Netting (a)
Available-for-sale securities:
U.S. Government obligations	$	834		$	4,272		$	-		$	-		$	5,106
U.S. Government agencies		-			1,273			-			-			1,273
Obligations of states and political subdivisions		-			552			-			-			552
Agency RMBS		-			16,303			-			-			16,303
Alt-A RMBS		-			2,863			-			-			2,863
Prime RMBS		-			3,892			-			-			3,892
Subprime RMBS		-			754			-			-			754
Other RMBS		-			2,066			-			-			2,066
Commercial MBS		-			2,863			-			-			2,863
Asset-backed CDOs		-			354			4			-			358
Other asset-backed securities		-			1,131			-			-			1,131
Equity securities (b)		710			848			-			-			1,558
Other debt securities (b)		75			9,193			45			-			9,313
Total available-for-sale		1,619			46,364			49			-			48,032
Trading assets:
Debt and equity instruments (c)		587			946			170			-			1,703
Derivative assets		4,563			16,536			140			(14,990	)		6,249
Total trading assets		5,150			17,482			310			(14,990	)		7,952
Loans		-			5			31			-			36
Other assets (d)		1			410			170			-			581
Discontinued operations (e)		-			502			-			-			502
Total assets at fair value	$	6,770		$	64,763		$	560		$	(14,990	)	$	57,103
Percent of assets prior to netting		9.4	%		89.8	%		0.8	%
Trading liabilities:
Debt and equity instruments	$	687		$	1,004		$	-		$	-		$	1,691
Derivative liabilities		4,435			16,089			114			(14,505	)		6,133
Total trading liabilities		5,122			17,093			114			(14,505	)		7,824
Other liabilities (f)		5			581			3			-			589
Total liabilities at fair value	$	5,127		$	17,674		$	117		$	(14,505	)	$	8,413
Percent of liabilities prior to netting		22.4	%		77.1	%		0.5	%

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Notes to Consolidated Financial Statements (continued)

Assets and liabilities measured at fair value on a recurring basis at Dec. 31, 2008
(dollar amounts in millions)	Level 1			Level 2			Level 3			Netting (a)			Total carrying value
Available-for-sale securities:
U.S. Government obligations	$	440		$	341		$	-		$	-		$	781
U.S. Government agencies		-			1,299			-			-			1,299
Obligations of states and political subdivisions		-			883			-			-			883
Agency RMBS		-			10,899			-			-			10,899
Alt-A RMBS		-			2,962			-			-			2,962
Prime RMBS		-			4,704			-			-			4,704
Subprime RMBS		-			937			-			-			937
Other RMBS		-			2,401			-			-			2,401
Commercial MBS		-			2,472			-			-			2,472
Asset-backed CDOs		-			418			22			-			440
Other asset-backed securities		-			1,116			17			-			1,133
Equity securities (b)		575			775			13			-			1,363
Other debt securities (b)		41			1,392			357			-			1,790
Total available-for-sale		1,056			30,599			409			-			32,064
Other short-term U.S. government-backed commercial paper		-			5,629			-			-			5,629
Trading assets:
Debt and equity instruments (c)		691			1,189			20			-			1,900
Derivative assets		7,965			19,065			83			(17,911	)		9,202
Total trading assets		8,656			20,254			103			(17,911	)		11,102
Other assets (d)		682			988			200			-			1,870
Total assets at fair value	$	10,394		$	57,470		$	712		$	(17,911	)	$	50,665
Percent of assets prior to netting		15.2	%		83.8	%		1.0	%
Borrowing from Federal Reserve related to asset-backed commercial paper	$	-		$	5,591		$	-		$	-		$	5,591
Trading liabilities:
Debt and equity instruments		605			204			-			-			809
Derivative liabilities		7,662			18,336			149			(18,871	)		7,276
Total trading liabilities		8,267			18,540			149			(18,871	)		8,085
Other liabilities (f)		2			719			-			-			721
Total liabilities at fair value	$	8,269		$	24,850		$	149		$	(18,871	)	$	14,397
Percent of liabilities prior to netting		24.9	%		74.7	%		0.4	%

^(a) ASC 815 permits the netting of derivative receivables and derivative payables under legally enforceable master netting agreements and permits the netting of cash collateral.

^(b) Includes seed capital and certain interests in securitizations.

^(c) Includes loans classified as trading assets and certain interests in securitizations.

^(d) Includes private equity investments, seed capital and derivatives in designated hedging relationships. Includes certain financial instruments previously carried at fair value such as private equity investments whose accounting basis has not changed under a ASC 825 fair value option election.

^(e) Available-for-sale securities held at MUNB.

^(f) Included within other liabilities is the fair value adjustment for certain unfunded lending-related commitments and derivatives in designated hedging relationships and support agreements.

Changes in Level 3 fair value measurements

The tables below include a roll forward of the balance sheet amounts for the three and nine month periods ended Sept. 30, 2009 and 2008 (including the change in fair value), for financial instruments classified in Level 3 of the valuation hierarchy.

Our classification of a financial instrument in Level 3 of the valuation hierarchy is based on the significance of the unobservable factors to the overall fair value measurement. However, these instruments generally include other observable components that are actively quoted or validated to third party sources; accordingly, the gains and losses in the table below include changes in fair value due to observable parameters as

well as the unobservable parameters in our valuation methodologies. We also frequently manage the risks of Level 3 financial instruments using securities and derivatives positions that are Level 1 or 2 instruments which are not included in the table; accordingly, the gains or losses below do not reflect the effect of our risk management activities related to the Level 3 instruments.

In accordance with ASC 820, BNY Mellon adjusts the discount rate on securities to reflect what they would sell for in an orderly market (model price) and compares the model prices to prices provided by pricing sources. If the difference between the model price and the prices provided by pricing sources is

90    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

outside of established thresholds, the securities are included in Level 3. In the third quarter of 2009, BNY Mellon transferred securities from Level 3 to Level 2 because the price of the securities provided by the pricing sources converged with the model price of the securities determined by BNY Mellon.

Fair value measurements using significant unobservable inputs three months ended Sept. 30, 2009				Total realized/unrealized gains/(losses) recorded in						Purchases, issuances and settlements, net			Transfers in/(out) of Level 3			Fair value Sept. 30, 2009			Change in unrealized gains and (losses) related to instruments held at Sept. 30, 2009
(in millions)	Fair value June 30, 2009			Income			Comprehensive income
Available-for-sale securities:
Alt-A RMBS	$	91		$	-		$	-		$	-		$	(91	)	$	-		$	-
Prime RMBS		590			-			-			-			(590	)		-			-
Subprime RMBS		469			-			-			-			(469	)		-			-
Commercial MBS		478			-			-			-			(478	)		-			-
Asset-backed CDOs		6			-			(2	)		-			-			4			(2	)
Other asset-backed securities		10			-			-			-			(10	)		-			-
Equity securities		16			-			-			-			(16	)		-			-
Other debt securities		152			-			-			(1	)		(106	)		45			-
Total available-for-sale		1,812			-			(2	) (a)		(1	)		(1,760	)		49			(2	)
Trading assets:
Debt and equity instruments		221			(6	)		-			(20	)		(25	)		170			3
Derivative assets		145			(7	)		5			(3	)		-			140			-
Total trading assets		366			(13	) (b)		5			(23	)		(25	)		310			3
Loans		-			-			-			-			31			31			-
Other assets		162			5	(c)		-			4			(1	)		170			-
Total assets	$	2,340		$	(8	)	$	3		$	(20	)	$	(1,755	)	$	560		$	1
Trading liabilities:
Derivative liabilities	$	(90	)	$	2	(b)	$	(26	)	$	-		$	-		$	(114	)	$	-
Other liabilities		(3	)		2	(c)		-			-			(2	)		(3	)		(2	)
Total liabilities	$	(93	)	$	4		$	(26	)	$	-		$	(2	)	$	(117	)	$	(2	)
Fair value measurements using significant unobservable inputs three months ended Sept. 30, 2008	Fair value June 30, 2008			Total realized/unrealized gains/(losses) recorded in						Purchases, issuances and settlements, net			Transfers in/(out) of Level 3			Fair value Sept. 30, 2008			Change in unrealized gains and (losses) related to instruments held at Sept. 30, 2008
(in millions)				Income			Comprehensive income
Available-for-sale securities	$	784		$	-		$	18	(a)	$	(302	)	$	-		$	500		$	23
Trading assets:
Debt and equity instruments		18			(2	) (b)		(1	)		(4	)		21			32			-
Derivative assets		200			-			(82	)		(10	)		21			129			(65	)
Other assets		262			9	(c)		-			(4	)		5			272			-
Total assets	$	1,264		$	7		$	(65	)	$	(320	)	$	47		$	933		$	(42	)
Trading liabilities:
Debt and equity instruments	$	-		$	(2	) (b)	$	-		$	-		$	-		$	(2	)	$	-
Derivative liabilities		(45	)		1	(b)		(16	)		-			-			(60	)		(21	)
Other liabilities		(67	)		25	(c)		-			3			-			(39	)		25
Total liabilities	$	(112	)	$	24		$	(16	)	$	3		$	-		$	(101	)	$	4

The Bank of New York Mellon Corporation    91

Notes to Consolidated Financial Statements (continued)

Fair value measurements using significant unobservable inputs nine months ended Sept. 30, 2009	Fair value Dec. 31, 2008			Total realized/unrealized gains/(losses) recorded in						Purchases, issuances and settlements, net			Transfers in/(out) of Level 3			Fair value Sept. 30, 2009			Change in unrealized gains and (losses) related to instruments held at Sept. 30, 2009
(in millions)				Income			Comprehensive income
Available-for-sale securities:
Alt-A RMBS	$	-		$	(1	)	$	(15	)	$	(22	)	$	38		$	-		$	-
Prime RMBS		-			(2	)		(65	)		(113	)		180			-			-
Subprime RMBS		-			-			(41	)		(22	)		63			-			-
Commercial MBS		-			-			(19	)		4			15			-			-
Asset-backed CDOs		22			(76	)		58			-			-			4			(2	)
Other asset-backed securities		17			-			1			-			(18	)		-			-
Equity securities		13			-			2			1			(16	)		-			-
Other debt securities		357			(99	)		(7	)		(19	)		(187	)		45			-
Total available-for-sale		409			(178	) (a)		(86	) (a)		(171	)		75			49			(2	)
Trading assets:
Debt and equity instruments		20			6			(2	)		(20	)		166			170			3
Derivative assets		83			29			12			(1	)		17			140			-
Total trading assets		103			35	(b)		10			(21	)		183			310			3
Loans		-			-			-			-			31			31			-
Other assets		200			(38	) (c)		-			11			(3	)		170			-
Total assets	$	712		$	(181	)	$	(76	)	$	(181	)	$	286		$	560		$	1
Trading liabilities:
Derivative liabilities	$	(149	)	$	55	(b)	$	(24	)	$	-		$	4		$	(114	)	$	-
Other liabilities		-			(6	) (c)		-			-			3			(3	)		(2	)
Total liabilities	$	(149	)	$	49		$	(24	)	$	-		$	7		$	(117	)	$	(2	)
Fair value measurements using significant unobservable inputs nine months ended Sept. 30, 2008	Fair value Dec. 31, 2007			Total realized/unrealized gains/(losses) recorded in						Purchases, issuances and settlements, net			Transfers in/(out) of Level 3			Fair value Sept. 30, 2008			Change in unrealized gains and (losses) related to instruments held at Sept. 30, 2008
(in millions)				Income			Comprehensive income
Available-for-sale securities	$	853		$	(106	) (a)	$	61	(a)	$	(282	)	$	(26	)	$	500		$	(40	)
Trading assets:
Debt and equity instruments		-			(12	) (b)		(1	)		(2	)		47			32			(12	)
Derivative assets		166			46	(b)		(82	)		(20	)		19			129			(10	)
Other assets		243			20	(c)		-			5			4			272			5
Total assets	$	1,262		$	(52	)	$	(22	)	$	(299	)	$	44		$	933		$	(57	)
Trading liabilities:
Debt and equity instruments	$	-		$	(2	) (b)	$	-		$	-		$	-		$	(2	)	$	-
Derivative liabilities		(34	)		(8	) (b)		(16	)		(2	)		-			(60	)		(36	)
Other liabilities		(50	)		10	(c)		-			3			(2	)		(39	)		11
Total liabilities	$	(84	)	$	-		$	(16	)	$	1		$	(2	)	$	(101	)	$	(25	)

^(a) Realized gains (losses) are reported in securities gains (losses). Unrealized gains (losses) are reported in accumulated other comprehensive loss except for other than temporary impairment losses which are recorded in securities gains (losses).

^(b) Reported in foreign exchange and other trading activities.

^(c) Reported in foreign exchange and other trading activities, except for derivatives in designated hedging relationships which are recorded in interest revenue and interest expense.

Assets and liabilities measured at fair value on a nonrecurring basis

Under certain circumstances we make adjustments to fair value for our assets, liabilities and unfunded lending-related commitments although they are not measured at fair value on an ongoing basis. An example would be the recording of an impairment of an asset. The following table presents the financial

instruments carried on the consolidated balance sheet by caption and by level in the fair value hierarchy at Sept. 30, 2009 and Dec. 31, 2008, for which a nonrecurring change in fair value has been recorded during the quarters ended Sept. 30, 2009 and Dec. 31, 2008.

92    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Assets measured at fair value on a nonrecurring basis at Sept. 30, 2009 (in millions)	Level 1		Level 2		Level 3		Total carrying value
Loans (a)	$	-	$	180	$	90	$	270
Held-to-maturity securities (b):
Alt-A RMBS		-		1,355		-		1,355
Subprime RMBS		-		20		-		20
Other debt securities		-		355		-		355
Total held-to-maturity securities		-		1,730		-		1,730
Other assets (c)		-		5		-		5
Total assets at fair value on a nonrecurring basis	$	-	$	1,915	$	90	$	2,005

Assets measured at fair value on a nonrecurring basis at Dec. 31, 2008 (in millions)	Level 1		Level 2		Level 3		Total carrying value
Loans (a)	$	14	$	43	$	161	$	218
Other assets (c)		-		6		-		6
Total assets at fair value on a nonrecurring basis	$	14	$	49	$	161	$	224

^(a) During the quarters ended Sept. 30, 2009 and Dec. 31, 2008, the fair value of these loans was reduced $59 million and $35 million, based on the fair value of the underlying collateral as allowed by ASC 310, Accounting by Creditors for Impairment of a loan, with an offset to the allowance for credit losses.

^(b) During the third quarter of 2009, we changed our intent to hold to maturity these securities, and as a result, recorded a mark-to-market adjustment of $786 million in the third quarter of 2009.

^(c) Other assets received in satisfaction of debt. The fair value of these assets was reduced $15 million in the third quarter of 2009 and was reduced $2 million in the fourth quarter of 2008, based on the fair value of the underlying collateral with an offset in other revenue.

Note 17 — Fair value option

ASC 825 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments not previously carried at fair value. Unfunded loan commitments are valued using quotes from dealers in the loan markets, and are included in Level 3 of the ASC 820 hierarchy.

At Dec. 31, 2008, $5.6 billion of other short-term U.S. government-backed commercial paper and $5.6 billion of borrowings from Federal Reserve related to asset-backed commercial paper were held at fair value. There were no balances outstanding for these instruments at Sept. 30, 2009.

Changes in fair value under the fair value option election

The following table presents the changes in fair value included in foreign exchange and other trading activities in the consolidated income statement for the three and nine month periods ended Sept. 30, 2009 and 2008.

Foreign exchange and other trading activities
	Quarter ended				Nine months ended
(in millions)	Sept. 30, 2009		Sept. 30, 2008		Sept. 30, 2009		Sept. 30, 2008
Loans	$	1	$	-	$	3	$	66
Other liabilities		-		2		-		1

At Sept. 30, 2009, the fair market value of unfunded lending-related commitments for which the fair value option was elected was a liability of less than $1

million at Sept. 30, 2009 and $3 million at Dec. 31, 2008 and is included in other liabilities. The contractual amount of such commitments was $110 million at both Sept. 30, 2009 and Dec. 31, 2008.

Note 18 — Derivative instruments

We use derivatives to manage exposure to market risk, interest rate risk, credit risk, foreign currency risk, to generate profits from proprietary trading and to assist customers with their risk management objectives.

The notional amounts for derivative financial instruments express the dollar volume of the transactions; however, credit risk is much smaller. We perform credit reviews and enter into netting agreements to minimize the credit risk of foreign currency and interest rate risk management products. We enter into offsetting positions to reduce exposure to foreign exchange and interest rate risk.

Use of derivative financial instruments involves reliance on counterparties. Failure of a counterparty to honor its obligation under a derivative contract is a risk we assume whenever we engage in a derivative contract. We recorded $2 million of counterparty default losses in the third quarter of 2009.

Hedging derivatives

We utilize interest rate swap agreements to manage our exposure to interest rate fluctuations. For hedges of fixed-rate loans, asset-backed securities, deposits and long-term debt, the hedge documentation specifies the terms of the hedged items and the

The Bank of New York Mellon Corporation    93

Notes to Consolidated Financial Statements (continued)

interest rate swaps and indicates that the derivative is hedging a fixed-rate item and is a fair value hedge, that the hedge exposure is to the changes in the fair value of the hedged item due to changes in benchmark interest rates, and that the strategy is to eliminate fair value variability by converting fixed-rate interest payments to LIBOR.

The fixed rate loans hedged generally have an original maturity of 10 to 11 years and are not callable. These loans are hedged with “pay fixed rate, receive variable rate” swaps with similar notional amounts, maturities, and fixed rate coupons. The swaps are not callable. At Sept. 30, 2009, $1 million of loans were hedged with interest rate swaps, which had notional values of $1 million.

The securities hedged generally have a weighted average life of 10 years or less and are callable six months prior to maturity. These securities are hedged with “pay fixed rate, receive variable rate” swaps of like maturity, repricing and fixed rate coupon. The swaps are callable six months prior to maturity. At Sept. 30, 2009, $213 million of securities were hedged with interest rate swaps that had notional values of $213 million.

The fixed rate deposits hedged generally have original maturities of 5 to 11 years and are not callable. These deposits are hedged with receive fixed rate, pay variable rate swaps of similar maturity, repricing and fixed rate coupon. The swaps are not callable. At Sept. 30, 2009, $30 million of deposits were hedged with interest rate swaps that had notional values of $30 million.

The fixed rate long-term debt hedged generally has an original maturity of 5 to 30 years. We issue both callable and non-callable debt. The non-callable debt is hedged with simple interest rate swaps similar to those described for deposits. Callable debt is hedged with callable swaps where the call dates of the swaps exactly match the call dates of the debt. At Sept. 30, 2009, $11.7 billion of debt was hedged with interest rate swaps that had notional values of $11.3 billion.

In addition, we enter into foreign exchange hedges. We use forward foreign exchange contracts with maturities of 12 months or less to hedge our Sterling,

Euro and Indian Rupee foreign exchange exposure with respect to forecasted revenue transactions in non-U.S. entities that have the U.S. dollar as their functional currency. As of Sept. 30, 2009, the hedged forecasted foreign currency transactions and linked FX forward hedges were $93 million, with $3.8 million (pre-tax) of losses recorded in other comprehensive income. These gains are expected to be reclassified to income over the next nine months.

We also use forward foreign exchange contracts with original maturities of 10 months or less to hedge our Euro and Japanese Yen foreign exchange exposure with respect to forecasted foreign currency net revenue where we cannot elect hedge accounting. At Sept. 30, 2009, these economic hedges had a U.S. dollar equivalent notional value of $14 million, with $1.9 million (pre-tax) of losses from those FX forward hedges recorded in foreign exchange and other trading activities.

Forward foreign exchange contracts are also used to hedge the value of our net investments in foreign subsidiaries. These forward contracts usually have maturities of less than two years. The derivatives employed are designated as net investments hedges of changes in value of our foreign investments due to exchange rates, such that changes in value of the forward exchange contracts offset the changes in value of the foreign investments due to changes in foreign exchange rates. The change in fair market value of these contracts is deferred and reported within accumulated translation adjustments in shareholders’ equity, net of tax effects. At Sept. 30, 2009, foreign exchange contracts, with notional amounts totaling $3.7 billion, were designated as hedges.

In addition to forward foreign exchange contracts, we also designate non-derivative financial instruments as hedges of our net investments in foreign subsidiaries. Those non-derivative financial instruments designated as hedges of our net investments in foreign subsidiaries were all long-term liabilities of BNY Mellon in various currencies, and, at Sept. 30, 2009, had a combined U.S. dollar equivalent value of $888 million.

94    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Ineffectiveness related to derivatives and hedging relationships was recorded in income as follows:

Ineffectiveness	Nine months ended
(in millions)	Sept. 30, 2009			Sept. 30, 2008
Fair value hedge of loans	$	(0.1	)	$	0.2
Fair value hedge of securities		0.1			(0.1	)
Fair value hedge of deposits and long-term debt		15.0			12.6
Cash flow hedges		0.0			(0.1	)
Other (a)		0.1			0.1
Total	$	15.1		$	12.7

^(a) Includes ineffectiveness recorded on foreign exchange hedges.

Impact of derivative instruments on the balance sheet	Notional Value				Asset Derivatives Fair Value (a)						Liability Derivatives Fair Value (a)
(in millions)	Sept. 30, 2009		Dec. 31, 2008		Sept. 30, 2009			Dec. 31, 2008			Sept. 30, 2009			Dec. 31, 2008
Derivatives designated as hedging instruments (c):
Interest rate contracts	$	11,537	$	11,362	$	687		$	928		$	25		$	162
Other contracts		3,841		3,397		1			680			141			-
Total derivatives designated as hedging instruments					$	688		$	1,608		$	166		$	162
Derivatives not designated as hedging instruments (d):
Interest rate contracts	$	1,051,556	$	867,873	$	15,812		$	18,452		$	15,580		$	17,818
Equity contracts		9,791		14,396		637			742			683			713
Credit contracts		836		1,328		7			86			4			-
Other contracts		267,088		240,425		4,783			7,833			4,371			7,615
Total derivatives not designated as hedging instruments					$	21,239		$	27,113		$	20,638		$	26,146
Total derivatives fair value (b)					$	21,927		$	28,721		$	20,804		$	26,308
Effect of master netting agreements						(14,990	)		(17,911	)		(14,505	)		(18,871	)
Fair value after effect of master netting agreements					$	6,937		$	10,810		$	6,299		$	7,437

^(a) Derivative financial instruments are reported net of cash collateral received and paid of $560 million and $75 million, respectively at Sept. 30, 2009 and $817 million and $1.8 billion, respectively at Dec. 31, 2008.

^(b) Fair values are on a gross basis, before consideration of master netting agreements, as required by ASC 815.

^(c) The fair value of asset derivatives and liability derivatives designated as hedging instruments is recorded as other assets and other liabilities, respectively, on the balance sheet.

^(d) The fair value of asset derivatives and liability derivatives not designated as hedging instruments is recorded as trading assets and trading liabilities, respectively, on the balance sheet.

At Sept. 30, 2009 approximately $630 billion (notional) of interest rate contracts will mature within one year, $253 billion between one and five years, and the balance after five years. At Sept. 30, 2009 approximately $253 billion (notional) of

foreign exchange contracts will mature within one year, $9 billion between one and five years, and the balance after five years.

The Bank of New York Mellon Corporation    95

Notes to Consolidated Financial Statements (continued)

Impact of derivative instruments on the income statement

(in millions)	Location of Gains or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivative Quarter ended					Location of Gains or (Loss) Recognized in Income on Hedged Item	Amount of Gain or (Loss) Recognized in Hedged Item Quarter ended
Derivatives in Fair Value Hedging Relationships		Sept. 30, 2009		Sept. 30, 2008				Sept. 30, 2009			Sept. 30, 2008
Interest rate contracts	Net interest revenue	$	145	$	(17	)	Net interest revenue	$	(132	)	$	29

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Quarter ended					Location of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion) Quarter ended					Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded From Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffectiveness Portion and Amount Excluded From Effectiveness Testing) Quarter ended
	Sept. 30, 2009			Sept. 30, 2008			Sept. 30, 2009			Sept. 30, 2008			Sept. 30, 2009		Sept. 30, 2008
Interest rate contracts	$	-		$	-	Net interest revenue	$	-		$	-	Net interest revenue	$	-	$	-
FX contracts		(3	)		11	Other revenue		(1	)		1	Other revenue		-		-
Total	$	(3	)	$	11		$	(1	)	$	1		$	-	$	-

Derivatives in Net Investment Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Quarter ended					Location of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion) Quarter ended				Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded From Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffectiveness Portion and Amount Excluded From Effectiveness Testing) Quarter ended
	Sept. 30, 2009			Sept. 30, 2008			Sept. 30, 2009		Sept. 30, 2008			Sept. 30, 2009		Sept. 30, 2008
FX contracts	$	(78	)	$	210	Net interest revenue	$	-	$	-	Other revenue	$	-	$	-

Impact of derivative instruments on the income statement

(in millions) Derivatives in Fair Value Hedging Relationships	Location of Gains or (Loss) Recognized in Income on Derivatives	Amount of Gain or (Loss) Recognized in Income on Derivative Nine months ended						Location of Gains or (Loss) Recognized in Income on Hedged Item	Amount of Gain or (Loss) Recognized in Hedged Item Nine months ended
		Sept. 30, 2009			Sept. 30, 2008				Sept. 30, 2009		Sept. 30, 2008
Interest rate contracts	Net interest revenue	$	(212	)	$	(136	)	Net interest revenue	$	227	$	149

Derivatives in Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Nine months ended					Location of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion) Nine months ended					Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded From Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffectiveness Portion and Amount Excluded From Effectiveness Testing) Nine months ended
	Sept. 30, 2009			Sept. 30, 2008			Sept. 30, 2009		Sept. 30, 2008				Sept. 30, 2009		Sept. 30, 2008
Interest rate contracts	$	-		$	-	Net interest revenue	$	26	$	(2	)	Net interest revenue	$	-	$	-
FX contracts		(3	)		11	Other revenue		8		1		Other revenue		-		-
Total	$	(3	)	$	11		$	34	$	(1	)		$	-	$	-

96    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Derivatives in Net Investment Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Nine months ended					Location of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified From Accumulated OCI Into Income (Effective Portion) Nine months ended				Location of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded From Effectiveness Testing)	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffectiveness Portion and Amount Excluded From Effectiveness Testing) Nine months ended
	Sept. 30, 2009			Sept. 30, 2008			Sept. 30, 2009		Sept. 30, 2008			Sept. 30, 2009		Sept. 30, 2008
FX contracts	$	(283	)	$	134	Net interest revenue	$	—	$	—	Other revenue	$	0.1	$	(0.1	)

Trading activities (including trading derivatives)

Our trading activities are focused on acting as a market maker for our customers. The risk from these market-making activities and from our own positions is managed by our traders and limited in total exposure as described below.

We manage trading risk through a system of position limits, a value-at-risk (“VAR”) methodology based on Monte Carlo simulations, stop loss advisory triggers, and other market sensitivity measures. Risk is monitored and reported to senior management by a separate unit on a daily basis. Based on certain assumptions, the VAR methodology is designed to capture the potential overnight pre-tax dollar loss from adverse changes in fair values of all trading

positions. The calculation assumes a one-day holding period for most instruments, utilizes a 99% confidence level, and incorporates the non-linear characteristics of options. The VAR model is the basis for the economic capital calculation, which is allocated to lines of business for computing risk-adjusted performance.

As the VAR methodology does not evaluate risk attributable to extraordinary financial, economic or other occurrences, the risk assessment process includes a number of stress scenarios based upon the risk factors in the portfolio and management’s assessment of market conditions. Additional stress scenarios based upon historic market events are also performed. Stress tests, by their design, incorporate the impact of reduced liquidity and the breakdown of observed correlations. The results of these stress tests are reviewed weekly with senior management.

Revenue from foreign exchange and other trading activities included the following:

Foreign exchange and other trading activities

	Quarter ended								Nine months ended
(in millions)	Sept. 30, 2009			June 30, 2009			Sept. 30, 2008		Sept. 30, 2009			Sept. 30, 2008
Foreign exchange	$	190		$	240		$	292	$	649		$	778
Fixed income		76			37			61		188			120
Credit derivatives		(27	)		(45	)		12		(73	)		(7	)
Other		7			5			20		26			61
Total	$	246		$	237		$	385	$	790		$	952

Foreign exchange includes income from purchasing and selling foreign currencies and currency forwards, futures, and options. Fixed income reflects results from futures and forward contracts, interest rate swaps, futures and forward contracts, options, foreign currency swaps and fixed income securities. Credit derivatives include revenue from credit default swaps. Other primarily includes income from equity securities and equity derivatives.

Counterparty credit risk and collateral

We assess credit risk of our counterparties through regular periodic examination of their financial statements, confidential communication with the management of those counterparties and regular monitoring of publicly available credit rating information. This and other information is used to develop proprietary credit rating metrics used to assess credit quality.

The Bank of New York Mellon Corporation    97

Notes to Consolidated Financial Statements (continued)

Collateral requirements are determined after a comprehensive review of the credit quality of each counterparty. Collateral is generally held in the form of cash or highly liquid government securities. Collateral requirements are monitored and adjusted daily.

Additional disclosures concerning derivative financial instruments are provided in Note 16 of the Notes to Consolidated Financial Statements.

Disclosure of Contingent Features in Over-the-Counter (“OTC”) Derivative Instruments

Certain of the Company’s OTC derivative contracts and/or collateral agreements contain provisions that would require the Company to take certain actions if its public debt rating fell to a certain level. A “close-out” agreement could trigger an immediate closeout and payment of outstanding contracts that are in net liability positions. Certain collateral agreements would require the Company to immediately post additional collateral to cover some or all of the Company’s liabilities to a counterparty.

The following table shows the fair value of contracts falling under close-out agreements that were in net liability positions as of Sept. 30, 2009 for three key ratings triggers.

If the Company’s rating was changed to	Potential close-out exposures (fair value)
A3/A-	$ 417 million
Baa2/BBB	$ 635 million
Bal/BB+	$ 1,445 million

Additionally, if the Company’s debt rating had fallen below investment grade on Sept. 30, 2009, existing collateral arrangements would have required the Company to have posted an additional $ 697 million of collateral.

Note 19 — Commitments and contingent liabilities

In the normal course of business, various commitments and contingent liabilities are outstanding which are not reflected in the accompanying consolidated balance sheets.

Our significant trading and off-balance sheet risks are securities, foreign currency and interest rate risk management products, commercial lending commitments, letters of credit, and securities lending indemnifications. We assume these risks to reduce interest rate and foreign currency risks, to provide

customers with the ability to meet credit and liquidity needs, to hedge foreign currency and interest rate risks, and to trade for our own account. These items involve, to varying degrees, credit, foreign exchange, and interest rate risk not recognized in the balance sheet. Our off-balance sheet risks are managed and monitored in manners similar to those used for on-balance sheet risks. Significant industry concentrations related to credit exposure at Sept. 30, 2009 are disclosed in the Financial institutions portfolio exposure table and the Commercial portfolio exposure table below.

Financial institutions portfolio exposure (in billions)	Sept. 30, 2009
	Loans		Unfunded commitments		Total exposure
Securities industry	$	4.2	$	1.9	$	6.1
Insurance		0.4		6.1		6.5
Banks		2.9		3.1		6.0
Asset managers		0.9		2.8		3.7
Government		0.2		3.1		3.3
Other		0.7		2.0		2.7
Total	$	9.3	$	19.0	$	28.3

Commercial portfolio exposure (in billions)	Sept. 30, 2009
	Loans		Unfunded commitments		Total exposure
Media and telecom	$	0.8	$	2.1	$	2.9
Manufacturing		1.1		6.8		7.9
Energy and utilities		0.7		6.6		7.3
Services and other		1.1		8.4		9.5
Total	$	3.7	$	23.9	$	27.6

Major concentrations in securities lending are primarily to broker-dealers and are generally collateralized with cash. Securities lending transactions are discussed below.

A summary of our off-balance sheet credit transactions, net of participations, at Sept. 30, 2009 and Dec. 31, 2008 follows:

Off-balance sheet credit risks (in millions)	Sept. 30, 2009		Dec. 31, 2008
Lending commitments (a)	$	33,310	$	38,822
Standby letters of credit (b)		12,117		13,084
Commercial letters of credit		877		705
Securities lending indemnifications		298,785		325,975
Support agreements		138		244

^(a) Net of participations totaling $441 million at Sept. 30, 2009 and $986 million at Dec. 31, 2008.

^(b) Net of participations totaling $2.4 billion at Sept. 30, 2009 and $2.7 billion at Dec. 31, 2008.

98    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

Included in lending commitments are facilities which provide liquidity, primarily for variable rate tax exempt securities wrapped by monoline insurers. The credit approval for these facilities is based on an assessment of the underlying tax-exempt issuer and considers factors other than the financial strength of the monoline insurer.

The total potential loss on undrawn lending commitments, standby and commercial letters of credit, and securities lending indemnifications is equal to the total notional amount if drawn upon, which does not consider the value of any collateral.

Since many of the commitments are expected to expire without being drawn upon, the total amount does not necessarily represent future cash requirements. The allowance for lending related commitments was $140 million at Sept. 30, 2009 and $114 million at Dec. 31, 2008. A summary of lending commitment maturities is as follows: $11 billion less than one year; $22 billion in one to five years, and less than $1 billion over five years.

Standby letters of credit (“SBLC”) principally support corporate obligations. As shown in the off-balance sheet credit risks table, the maximum potential exposure of SBLCs at Sept. 30, 2009 was $12.1 billion and at Dec. 31, 2008 was $13.1 billion and includes $1.1 billion that were collateralized with cash and securities on Sept. 30, 2009 and $1.1 billion on Dec. 31, 2008. At Sept. 30, 2009, approximately $7.4 billion of the SBLCs will expire within one year and the remaining $4.7 billion will expire within one to five years.

The estimated liability for losses related to these commitments and SBLCs, if any, is included in the allowance for lending related commitments.

Payment/performance risk of SBLCs is monitored using both historical performance and internal ratings criteria. BNY Mellon’s historical experience is that SBLCs typically expire without being funded. SBLCs below investment grade are monitored closely for payment/performance risk. The table below shows SBLCs by investment grade:

Standby letters of credit	Sept. 30, 2009		Dec. 31, 2008
Investment grade	85	%	89	%
Noninvestment grade	15		11	%

A securities lending transaction is a fully collateralized transaction in which the owner of a security agrees to lend the security (typically through an agent, in our case, The Bank of New York Mellon), to a borrower, usually a broker-dealer or bank, on an open, overnight or term basis, under the terms of a prearranged contract, which generally matures in less than 90 days. We generally lend securities with indemnification against broker default. We generally require the borrower to provide 102% cash collateral which is monitored on a daily basis, thus reducing credit risk. Security lending transactions are generally entered into only with highly-rated counterparties. Securities lending indemnifications were secured by collateral of $318 billion at Sept. 30, 2009 and $335 billion at Dec. 31, 2008.

Our potential exposure to support agreements was approximately $138 million at Sept. 30, 2009 compared with $244 million at Dec. 31, 2008. Potential support agreement exposure is determined based on the securities subject to these agreements being valued at zero and the NAV of the related funds declining below established thresholds. This exposure includes agreements covering Lehman securities, as well as other client support agreements.

Other

We have provided standard representations for underwriting agreements, acquisition and divestiture agreements, sales of loans and commitments, and other similar types of arrangements and customary indemnification for claims and legal proceedings related to providing financial services. Insurance has been purchased to mitigate certain of these risks. We are a minority equity investor in, and member of, several industry clearing or settlement exchanges through which foreign exchange, securities, or other transactions settle. Certain of these industry clearing or settlement exchanges require their members to guarantee their obligations and liabilities or to provide financial support in the event other partners do not honor their obligations. It is not possible to estimate a maximum potential amount of payments that could be required with such agreements.

Legal Proceedings

In the ordinary course of business, BNY Mellon and its subsidiaries are routinely defendants in or parties to a number of pending and potential legal actions,

The Bank of New York Mellon Corporation    99

Notes to Consolidated Financial Statements (continued)

including actions brought on behalf of various classes of claimants, and regulatory matters. Claims for significant monetary damages are asserted in certain of these actions and proceedings. In regulatory enforcement matters, claims for disgorgement and the imposition of penalties and/or other remedial sanctions are possible. Due to the inherent difficulty of predicting the outcome of such matters, we cannot ascertain what the eventual outcome of these matters will be; however, on the basis of current knowledge and after consultation with legal counsel, we do not believe that enforceable judgments or settlements, if any, arising from pending or potential legal actions or regulatory matters, either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage, will have a material adverse effect on the consolidated financial position or liquidity of BNY Mellon, although they could have a material effect on net income for a given period. BNY Mellon intends to defend itself vigorously against all of the claims asserted in these legal actions.

As previously disclosed in the Company’s Form 8-K dated Oct. 23, 2009, the Federal Customs Service of the Russian Federation (the “Customs Service”) and The Bank of New York Mellon (the “Bank”), a subsidiary of BNY Mellon, have settled the litigation filed by the Customs Service seeking $22.5 billion. Pursuant to a Settlement and Release Agreement filed therewith, the Customs Service withdrew its claim, the proceedings were terminated by the Russian Arbitrazh Court, and the Customs Service and the Bank exchanged mutual releases. Without any admission of liability, the Bank agreed to pay $14 million in trial costs and expenses, which were previously accrued, to the Customs Service in consideration for the settlement.

As previously disclosed, the Bank filed a proof of claim on Jan. 18, 2008, in the Chapter 11 bankruptcy of Sentinel Management Group, Inc. (“Sentinel”), seeking to recover approximately $312 million loaned to Sentinel and secured by securities and cash in an account maintained by Sentinel at the

Bank. Pursuant to a Plan of Reorganization confirmed by the Bankruptcy Court on Dec. 8, 2008, $370 million of cash has been set aside as a reserve, to be used by the Bank if its proof of claim is allowed in the bankruptcy. On March 3, 2008, the bankruptcy trustee filed an adversary complaint against BNY Mellon seeking to disallow the Bank’s claim and seeking damages against the Bank for allegedly aiding and abetting Sentinel insiders in misappropriating customer assets and improperly using them as collateral for the loan. As previously disclosed, the Commodities Futures Trading Commission (“CFTC”) has been investigating the Bank in connection with its relationship to Sentinel.

As previously disclosed, in the fourth quarter of 2007, the Bank is required to file various information and withholding tax returns with the IRS for its corporate trust business and other business lines. In 2007, we discovered certain inconsistencies in supporting documentation and records for The Bank of New York corporate trust business and other business lines. We initiated an extensive company-wide review to identify any inconsistencies in the supporting tax documentation. Any deficiencies that are identified will be promptly remediated. We made an initial disclosure of this matter to the IRS on a voluntary basis in the fourth quarter of 2007 and we continue to work diligently with the IRS to help resolve the matter. BNY Mellon recorded a $13 million reserve as of Sept. 30, 2009 which represents its estimate of the potential tax reporting inconsistencies based on the remediation status and discussions with the IRS to date.

As previously disclosed, during 2001 and 2002, we entered into various structured transactions that involved, among other things, the payment of U.K. corporate income taxes that were credited against our U.S. corporate income tax liability.

On Sept. 30, 2008, as part of our closing agreement for the 1998-2002 federal audit cycle, the IRS

100    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

designated one such transaction for litigation and we agreed to litigate in the U.S. Tax Court.

The transaction involved payments of U.K. corporate income taxes that generated foreign tax credits over the 2001-2006 periods. The IRS has indicated it intends to seek to disallow interest deductions and the foreign tax credits primarily on the basis the transaction lacked economic substance.

The total amount of disputed tax assessments for the life of the transaction, covering the period from 2001 – 2006, is approximately $900 million including interest. Included in that amount is any exposure resulting from a Statutory Notice of Deficiency, which we received from the IRS on Aug. 17, 2009, for the 2001 and 2002 tax years, and any exposure relating to the 2003 – 2006 tax years, for which tax audits are not yet final. On April 30, 2009, we made a deposit with the IRS to mitigate interest costs that may arise from this disputed tax assessment. BNY Mellon intends to file a petition in the United States Tax Court to dispute the IRS’s claim. We are prepared to vigorously defend our position.

BNY Mellon believes the tax benefits associated with the transaction were consistent with IRS published guidance existing at the time the transaction was entered into and with various federal appellate court decisions. In the event BNY Mellon is unsuccessful in defending its position, the IRS has agreed not to assess underpayment penalties on this transaction.

Based on a probability assessment of various potential outcomes, we currently believe our accruals for tax liabilities are adequate for all open years. Probabilities and outcomes are reviewed as events unfold, and adjustments to the tax liabilities are made when appropriate.

As previously disclosed, BNY Mellon self-disclosed to the SEC that Mellon Financial Markets LLC (“MFM”) placed orders on behalf of issuers to purchase their own Auction Rate Securities. The SEC and certain state authorities, including the Texas State Securities Board, Florida Office of Financial Regulation, and the New York Attorney General are investigating these transactions. MFM is cooperating fully with the investigations.

As previously disclosed, BNY MCM entered into a letter of Acceptance, Waiver and Consent with FINRA relating to the sale of Auction Rate Securities (“ARS”). Two institutional customers not included in the FINRA settlement have filed lawsuits and one such customer has filed an arbitration proceeding against BNY MCM, alleging misrepresentations and omissions in the sale of ARS to them.

As previously disclosed, BNY Mellon became aware of circumstances suggesting that employees of Mellon Securities LLC (“Mellon Securities”), which executes orders to purchase and sell securities on behalf of Mellon Investor Services LLC, failed to comply with certain best execution and regulatory requirements in connection with agency cross trades. BNY Mellon self-disclosed this matter to the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the SEC on a voluntary basis. In June 2009, the SEC obtained a formal order of investigation. Mellon Securities is cooperating fully with the investigation.

As previously disclosed, a number of participants in the securities lending program, which is associated with BNY Mellon’s asset servicing business, have filed or threatened lawsuits against BNY Mellon or its affiliates. The participants allege that they have incurred losses, including losses related to investments in Sigma Finance Inc. and Lehman Brothers Holdings, Inc., and seek damages as to those losses. Certain of these cases seek to proceed as class actions. The participants assert contractual, statutory, and common law claims, including claims for negligence and breach of fiduciary duty.

As previously disclosed, Bernard L. Madoff has pleaded guilty to engaging in a massive investment fraud through his company, Bernard L. Madoff Investment Securities LLC (“Madoff”). As previously disclosed, BNY Mellon has no direct exposure to the Madoff fraud. Ivy Asset Management LLC (“Ivy”), a subsidiary that primarily manages funds-of-hedge-funds, has not had any funds-of-funds investments with Madoff since 2000. Several investment managers contracted with Ivy as a sub-advisor and one pension fund contracted with Ivy as investment manager; a portion of these funds were invested with Madoff and likely suffered losses as a result of the Madoff fraud.

The Bank of New York Mellon Corporation    101

Notes to Consolidated Financial Statements (continued)

BNY Mellon and its affiliates, including Ivy, have received subpoenas and document requests in connection with a number of regulatory inquiries regarding Madoff and have been cooperating with these inquiries.

BNY Mellon or its affiliates have been named in a number of civil lawsuits relating to certain investment funds that invested money with Madoff. Ivy acted as a sub-advisor to the managers of some of those funds. Plaintiffs allege that the funds suffered losses in connection with the Madoff investments. Plaintiffs assert various causes of action against BNY Mellon or its affiliates, and other parties, including securities and common-law fraud. Certain of the cases seek to proceed as class actions and/or to assert derivative claims on behalf of the funds.

The Bank has been named as a defendant in four putative class actions filed in federal court in California in connection with its role as indenture trustee for debt issued by affiliates of Medical Capital Corporation (“Medical Capital”). The actions allege that the Bank breached its fiduciary and contractual obligations to the holders of the underlying securities, and seek unspecified damages. In a separate action, the SEC has alleged that Medical Capital, along with certain of its affiliates and principals, engaged in securities fraud. The court ordered the appointment of a permanent receiver over Medical Capital. The Bank is not a party to the SEC action.

Note 20 — Business segments

Our segment data has been determined on an internal management basis of accounting, rather than the generally accepted accounting principles used for consolidated financial reporting. These measurement principles are designed so that reported results of the segments will track their economic performance.

Segment results are subject to reclassification whenever improvements are made in the measurement principles or when organizational changes are made.

The accounting policies of the business segments are the same as those described in Note 1 to the Consolidated Financial Statements in BNY Mellon’s 2008 Annual Report on Form 10-K.

For additional information on our business segments, see the Business segment review in BNY Mellon’s second quarter 2009 Quarterly Report on Form 10-Q.

In the second quarter of 2009, the financial results of MUNB were moved from the Other segment into discontinued operations. Historical results in the Other segment have been restated.

The following consolidating schedules show the contribution of our segments to our overall profitability. Business segments are reported on a continuing operations basis for all periods presented.

102    The Bank of New York Mellon Corporation

Notes to Consolidated Financial Statements (continued)

For the quarter ended Sept. 30, 2009
(dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total Continuing Operations
Fee and other revenue	$	592		$	145		$	737		$	835		$	389		$	291		$	216		$	1,731		$	(4,684	)	$	(2,216	)
Net interest revenue		6			49			55			228			180			81			151			640			21			716
Total revenue		598			194			792			1,063			569			372			367			2,371			(4,663	)		(1,500	)
Provision for credit losses		-			-			-			-			-			-			-			-			147			147
Noninterest expense		500			145			645			731			323			251			191			1,496			177			2,318
Income before taxes	$	98		$	49		$	147		$	332		$	246		$	121		$	176		$	875		$	(4,987	)	$	(3,965	)
Pre-tax operating margin (a)		16	%		26	%		19	%		31	%		43	%		33	%		48	%		37	%		N/M			N/M
Average assets	$	12,396		$	9,122		$	21,518		$	59,864		$	47,966		$	17,827		$	24,319		$	149,976		$	32,215		$	203,709	(b)
For the quarter ended Sept. 30, 2008
(dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total Continuing Operations
Fee and other revenue	$	685		$	163		$	848		$	1,082		$	529		$	317		$	263		$	2,191		$	(113	)	$	2,926
Net interest revenue		9			50			59			240			170			75			159			644			(22	)		681
Total revenue		694			213			907			1,322			699			392			422			2,835			(135	)		3,607
Provision for credit losses		-			1			1			-			-			-			-			-			22			23
Noninterest expense		880			170			1,050			1,213			370			290			207			2,080			189			3,319
Income before taxes	$	(186	)	$	42		$	(144	)	$	109		$	329		$	102		$	215		$	755		$	(346	)	$	265
Pre-tax operating margin (a)		N/M			20	%		N/M			8	%		47	%		26	%		51	%		27	%		N/M			7	%
Average assets	$	13,286		$	9,801		$	23,087		$	57,795		$	34,264		$	18,471		$	22,384		$	132,914		$	40,465		$	196,466	(b)
For the nine months ended Sept. 30, 2009
(dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total Continuing Operations
Fee and other revenue	$	1,600		$	426		$	2,026		$	2,558		$	1,203		$	926		$	650		$	5,337		$	(5,186	)	$	2,177
Net interest revenue		28			148			176			688			565			250			467			1,970			45			2,191
Total revenue		1,628			574			2,202			3,246			1,768			1,176			1,117			7,307			(5,141	)		4,368
Provision for credit losses		-			-			-			-			-			-			-			-			267			267
Noninterest expense		1,427			430			1,857			2,153			964			773			598			4,488			636			6,981
Income before taxes	$	201		$	144		$	345		$	1,093		$	804		$	403		$	519		$	2,819		$	(6,044	)	$	(2,880	)
Pre-tax operating margin (a)		12	%		25	%		16	%		34	%		45	%		34	%		46	%		39	%		N/M			N/M
Average assets	$	12,469		$	9,286		$	21,755		$	61,083		$	50,314		$	17,811		$	25,964		$	155,172		$	32,262		$	209,189	(b)
For the nine months ended Sept. 30, 2008
(dollar amounts in millions)	Asset Management			Wealth Management			Total Asset and Wealth Management Sector			Asset Servicing			Issuer Services			Clearing Services			Treasury Services			Total Institutional Services Sector			Other Segment			Total Continuing Operations
Fee and other revenue	$	2,232		$	490		$	2,722		$	3,279		$	1,415		$	943		$	747		$	6,384		$	(209	)	$	8,897
Net interest revenue		30			144			174			675			499			225			499			1,898			(260	)		1,812
Total revenue		2,262			634			2,896			3,954			1,914			1,168			1,246			8,282			(469	)		10,709
Provision for credit losses		-			-			-			-			-			-			-			-			50			50
Noninterest expense		2,100			479			2,579			2,783			1,075			856			629			5,343			742			8,664
Income before taxes	$	162		$	155		$	317		$	1,171		$	839		$	312		$	617		$	2,939		$	(1,261	)	$	1,995
Pre-tax operating margin (a)		7	%		25	%		11	%		30	%		44	%		27	%		50	%		35	%		N/M			19	%
Average assets	$	13,311		$	10,182		$	23,493		$	55,019		$	33,887		$	17,428		$	22,587		$	128,921		$	43,654		$	196,068	(b)

^(a) Income before taxes divided by total revenue.

^(b) Including average assets of discontinued operations of $2,077 million in the third quarter of 2009, $2,361 million in the third quarter of 2008, $2,238 million for the first nine months of 2009 and $2,471 million for the first nine months of 2008, consolidated average assets were $205,786 million in the third quarter of 2009, $198,827 million in the third quarter of 2008, $211,427 million in the first nine months of 2009 and $198,539 million in the first nine months of 2008.

N/M—Not meaningful.

The Bank of New York Mellon Corporation    103

Item 4. Controls and Procedures

Disclosure controls and procedures

Our management, including the Chief Executive Officer and Chief Financial Officer, with participation by the members of the Disclosure Committee, has responsibility for ensuring that there is an adequate and effective process for establishing, maintaining, and evaluating disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in our SEC reports is timely recorded, processed, summarized and reported and that information required to be disclosed by BNY Mellon is accumulated and communicated to BNY Mellon’s management to allow timely decisions regarding the required disclosure. In addition, our ethics hotline can also be used by employees and others for the anonymous communication of concerns about financial controls or reporting matters. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in internal control over financial reporting

In the ordinary course of business, we may routinely modify, upgrade or enhance our internal controls and procedures for financial reporting. There have not been any changes in our internal controls over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act during the third quarter of 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

104    The Bank of New York Mellon Corporation

Forward-looking Statements

Some statements in this document are forward-looking. These include all statements about the future results of BNY Mellon; the economic outlook for the remainder of 2009; areas of our business expected to be impacted by the current market environment; the impact of changes in the value of market indices; factors affecting the performance of our segments; the effect of economic conditions on goodwill and intangible assets; management’s judgment in determining the size of unallocated allowances and the effect of credit ratings on allowances, estimates and cash flow models. In addition, these forward-looking statements relate to: our anticipated fourth quarter of 2009 tax rate; the impact of deterioration of underlying collateral of our investment securities on future impairments; our strategic focus, including the planned sale of Mellon United National Bank; the expected increase in the percentage of revenue and income from outside the U.S.; targeted capital ratios; the FDIC’s extension of certain programs created to address market events and expenses incurred with respect to these programs; expectations with respect to prepayment of FDIC risk-based assessments; deposit levels; our decision to reduce cash held at central banks and invest in certain types of securities; expectations with respect to earnings per share; expectations with respect to the restructuring of BNY Mellon’s investment securities portfolio, including statements with respect to the impact of the restructuring on future pricing, net interest revenue and risk of future securities losses, retention of the remaining restructured securities; the reflection of declines in the fair value of securities in BNY Mellon’s net income; statements with respect to the value of our securities portfolio and our intent to hold securities until maturity; assumptions with respect to residential mortgage-backed securities; statements on our institutional credit strategies; goals with respect to our commercial portfolio; trends in the real estate market; descriptions of our allowance for credit losses and loan losses; expectations with respect to declines in the provision for credit losses; assumptions in amounts of interest income for loans on nonaccrual status; descriptions of our exposure to support agreements; statements with respect to our liquidity targets, including the effect of reductions in securities servicing; access to capital markets; expectations with respect to capital, including anticipated repayment and call of outstanding debt and issuance of replacement securities; assumptions with respect to the effects of changes in risk-weighted assets on capital ratios; estimations in net interest rate sensitivities; timing and impact of adoption of recent accounting guidance; the materiality of acquisitions; the timing of our reductions in workforce; amount of dividends bank subsidiaries can pay without regulatory waiver; BNY Mellon’s anticipated actions with respect to legal or regulatory proceedings; the expected outcome and impact of judgments

and settlements, if any, arising from pending or potential legal or regulatory proceedings.

In this report, any other report, any press release or any written or oral statement that BNY Mellon or its executives may make, words, such as “estimate,” “forecast,” “project,” “anticipate,” “confident” “target,” “expect,” “intend,” “seek,” “believe,” “plan,” “goal,” “could,” “should,” “may,” “will,” “strategy,” “synergies,” “opportunities,” “trends” and words of similar meaning, signify forward-looking statements.

Factors that could cause BNY Mellon’s results to differ materially from those described in the forward-looking statements, as well as other uncertainties affecting future results and the value of BNY Mellon’s stock and factors which represents risk associated with the business and operations of BNY Mellon, can be found in Risk Factors in the Form 10-K for the year ended Dec. 31, 2008 and in the Form 10-Q for the quarter ended March 31, 2009, and any subsequent reports filed with the Securities and Exchange Commission (the “Commission”) by BNY Mellon pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements, including discussions and projections of future results of operations and discussions of future plans contained in the MD&A, are based on management’s current expectations and assumptions that involve risk and uncertainties and that are subject to change based on various important factors (some of which are beyond BNY Mellon’s control), including adverse changes in market conditions, and the timing of such changes, and the actions that management could take in response to these changes. Actual results may differ materially from those expressed or implied as a result of these risks and uncertainties and the risks and uncertainties described in the documents referred to in the preceding paragraph. The Risk Factors discussed in the Form 10-K for the year ended Dec. 31, 2008 and in the Form 10-Q for the quarter ended March 31, 2009 could cause or contribute to such differences. Investors should consider all risks mentioned elsewhere in this document and in subsequent reports filed by BNY Mellon with the Commission pursuant to the Exchange Act, as well as other uncertainties affecting future results and the value of BNY Mellon’s stock.

All forward-looking statements speak only as of the date on which such statements are made, and BNY Mellon undertakes no obligation to update any statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

The Bank of New York Mellon Corporation    105

Part II — Other Information

Item 1. Legal Proceedings

In the ordinary course of business, BNY Mellon and its subsidiaries are routinely defendants in or parties to a number of pending and potential legal actions, including actions brought on behalf of various classes of claimants, and regulatory matters. Claims for significant monetary damages are asserted in certain of these actions and proceedings. In regulatory enforcement matters, claims for disgorgement and the imposition of penalties and/or other remedial sanctions are possible. Due to the inherent difficulty of predicting the outcome of such matters, BNY Mellon cannot ascertain what the eventual outcome of these matters will be; however, on the basis of current knowledge and after consultation with legal counsel, we do not believe that enforceable judgments or settlements, if any, arising from pending or potential legal actions or regulatory matters, either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage, will have a material adverse effect on the consolidated financial position or liquidity of BNY Mellon, although they could have a material effect on net income for a given period. BNY Mellon intends to defend itself vigorously against all of the claims asserted in these legal actions.

See the “Legal proceedings” section in Note 19 to the Notes to Consolidated Financial Statements, which portion is incorporated by reference in response to this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table discloses repurchases of our common stock made in the third quarter of 2009.

Issuer purchases of equity securities

Share repurchases during third quarter 2009
(common shares in thousands)	Total shares repurchased		Average price per share		Total shares repurchased as part of a publicly announced plan
July 2009	39		$	28.20	-
August 2009	34			28.59	-
September 2009	9			29.69	-
Third quarter 2009	82	(a)	$	28.53	-

^(a) These shares were purchased at a purchase price of approximately $2 million from employees, primarily in connection with the employees’ payment of taxes upon the vesting of restricted stock.

On Dec. 18, 2007, the Board of Directors of BNY Mellon authorized the repurchase of up to 35 million shares of common stock. There were no shares repurchased under this program in the third quarter of 2009.

At Sept. 30, 2009, 33.8 million shares were available for repurchase under the December 2007 program. There is no expiration date on this repurchase program.

Item 6. Exhibits

Pursuant to the rules and regulations of the Securities and Exchange Commission, BNY Mellon has filed certain agreements as exhibits to this Quarterly Report on Form 10-Q. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.

The list of exhibits required to be filed as exhibits to this report are listed on page 108 hereof, under “Index to Exhibits”, which is incorporated herein by reference.

106    The Bank of New York Mellon Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE BANK OF NEW YORK MELLON CORPORATION (Registrant)
Date: November 6, 2009	By:	/s/ John A. Park
		John A. Park Corporate Controller (Duly Authorized Officer and Principal Accounting Officer of the Registrant)

The Bank of New York Mellon Corporation    107

Index to Exhibits

Exhibit No.	Description	Method of Filing
2.1	Amended and Restated Agreement and Plan of Merger, dated as of Dec. 3, 2006, as amended and restated as of Feb. 23, 2007, and as further amended and restated as of March 30, 2007, between The Bank of New York Company, Inc., Mellon Financial Corporation and The Bank of New York Mellon Corporation (the “company”).	Previously filed as Exhibit 2.1 to the company’s Current Report on Form 8-K (File Nos. 000-52710 and 001-06152) as filed with the Commission on July 2, 2007.
3.1	Restated Certificate of Incorporation of The Bank of New York Mellon Corporation.	Previously filed as Exhibit 3.1 to the company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 2, 2007.
3.2	Amended and Restated By-Laws of The Bank of New York Mellon Corporation, as amended on Aug. 11, 2009.	Filed herewith.
4.1	None of the instruments defining the rights of holders of long-term debt of the company, the creation of which was disclosed in this Quarterly Report on Form 10-Q, represented long-term debt in excess of 10% of the total assets of the company as of Sept. 30, 2009. The company hereby agrees to furnish to the Commission, upon request, a copy of any such instrument.
10.1	Form of Amended and Restated Indemnification Agreement with Directors of The Bank of New York Mellon Corporation.	Filed herewith.
10.2	Form of Amended and Restated Indemnification Agreement with Executive Officers of The Bank of New York Mellon Corporation.	Filed herewith.
12.1	Ratio of Earnings to Fixed Charges.	Filed herewith.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith.

108    The Bank of New York Mellon Corporation

Index to Exhibits (continued)

Exhibit No.	Description	Method of Filing
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith.
101.INS	XBRL Instance Document.	Furnished herewith.
101.SCH	XBRL Taxonomy Extension Schema Document.	Furnished herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Furnished herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	Furnished herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Furnished herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Furnished herewith.

The Bank of New York Mellon Corporation    109

EX-3.2

Exhibit 3.2

THE BANK OF NEW YORK MELLON CORPORATION

AMENDED AND RESTATED BY-LAWS

(As Amended April 14, 2009 and August 11, 2009)

ARTICLE ONE

Meetings of Stockholders

Section 1. ANNUAL MEETINGS. The annual meeting of the stockholders of the Corporation for the election of Directors and the transaction of all other business that may properly come before the meeting shall be held on such date as the Board of Directors shall determine and specify in the notice of such meeting. The annual meeting shall be held at such time and place, and upon such notice, as the Board of Directors shall determine, in the city of New York, New York, or such other city as the Board of Directors shall determine, except that, at least once every three years, the meeting shall be held in Pittsburgh, Pennsylvania.

Section 2. SPECIAL MEETINGS. Special meetings of the stockholders may be called for any purpose by the Board of Directors, the Chief Executive Officer or the Chairman, and any such special meeting shall be held at the place, day and time and upon such notice as the Board of Directors or such person shall determine.

Section 3. NOTICE OF MEETINGS. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in any manner permitted by law which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4. ORGANIZATION. Only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in Section 11(a) of this Article One with respect to an annual meeting of stockholders and Section 11(b) of this Article One with respect to a special meeting of stockholders. The officer presiding at the meeting shall have the power and the duty to determine whether any business proposed to be brought before a meeting was proposed in accordance with the procedures set forth in these By-Laws and, if any business is not in compliance with such procedures, to declare that such defective proposal shall be disregarded. The officer presiding at the meeting shall have authority on his or her own motion to adjourn the meeting from time to time without the approval of the stockholders who are present in person or represented by proxy and entitled to vote, whether or not constituting a quorum, and without notice other than announcement at the meeting. The Board of Directors may, to the extent not prohibited by law, adopt

such rules and regulations for the conduct of the meetings of stockholders as it deems appropriate. Except to the extent inconsistent with the rules and regulations adopted by the Board of Directors, the officer presiding at the meeting of stockholders shall have the right and authority to prescribe rules, regulations and procedures and to do all acts as, in the judgment of such officer, are appropriate for the proper conduct of the meeting.

Section 5. VOTING. Unless otherwise provided in the certificate of incorporation (including any certificate of designations with respect to any series of preferred stock), each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder that has voting power on the matter in question. Stockholders may vote at any meeting in person or may authorize another person or persons to act for such stockholder by proxy in any manner permitted by law. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.

Section 6. RECORD DATES.

(a) Record Date for Meetings of Stockholders. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the day immediately preceding the day on which notice is given, or, if notice is waived, the day immediately preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) Record Date for Consents of Stockholders in Lieu of Meetings. In order that the Corporation may determine the stockholders entitled to consent to any corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 10 days after the date on which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior

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action by the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which such proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the day on which the Board of Directors adopts the resolution taking such prior action.

(c) Record Date for Dividends, Distributions and Other Rights in Respect of Stock. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 days prior to such action. If no record date has been fixed by the Board of Directors, the record date for determining stockholders for any such purpose shall be the day on which the Board of Directors adopts the resolution relating thereto.

Section 7. QUORUM; STOCKHOLDER ACTION. The presence, in person or by proxy, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast shall constitute a quorum for the transaction of business at any meeting of stockholders. Without limiting the power and authority of the officer presiding at a meeting, pursuant to Section 4 of this Article One, to adjourn such meeting without a vote of stockholders, in the absence of a quorum of the holders of all outstanding shares of stock entitled to vote on a matter, the holders of such shares so present or represented may, by majority vote, adjourn such meeting from time to time until a quorum shall be so present or represented, without notice other than announcement at the meeting. When a quorum is once present, it shall not be broken by the subsequent withdrawal of any stockholder from the meeting. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity. Unless otherwise provided by law or the Certificate of Incorporation, any action of the stockholders to be taken at a meeting of stockholders (other than election of Directors to the extent set forth in Section 8 of this Article One) may be taken by a majority of the votes cast with respect to the matter at any duly convened stockholders’ meeting.

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Section 8. REQUIRED VOTE FOR DIRECTORS. In order to be elected as a director by the stockholders, a person must, except as otherwise provided by law, receive a plurality of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders for the election of directors at which a quorum shall be present.

Section 9. LIST OF STOCKHOLDERS. The Secretary or other officer of the Corporation who has charge of the stock ledger shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to examination by any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting, either (at the election of the Corporation) (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is included in the notice of the meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. The list of stockholders shall also be open to examination by any stockholder at the meeting (and for the duration thereof) as required by applicable law. Except as otherwise provided by law, the identity of stockholders entitled to examine the list of stockholders required by this Section 9, to vote in person or by proxy at any meeting of stockholders or to execute written consents to corporate action without a meeting shall be conclusively determined by reference to the stock ledger.

Section 10. INSPECTOR OF ELECTIONS. The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the Corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

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Section 11. NOTICE OF BUSINESS TO BE PRESENTED AT STOCKHOLDER MEETINGS.

(a) Annual Meetings of Stockholders. The proposal of business to be considered by the stockholders at an annual meeting of stockholders may be made (x) pursuant to the Corporation’s notice of meeting, (y) by or at the direction of the Board of Directors or (z) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section 11, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Section 11. For business to be properly brought before an annual meeting by a stockholder pursuant to clause (z) of the preceding sentence, such business must be a proper matter for stockholder action and the stockholder must have given timely notice in compliance with the following requirements in writing to the Secretary of the Corporation:

(i) To be timely, a stockholder’s notice given pursuant to this Section 11 must be received at the principal executive offices of the Corporation, addressed to the Secretary, not less than 90 calendar days or more than 120 calendar days before the anniversary date of the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting; provided that the first such anniversary date occurring after the effective date of these By-Laws shall be deemed to be March 10, 2008. Notwithstanding the preceding sentence, if the date of the annual meeting at which such business is to be presented has been changed by more than 30 calendar days from the date of the most recent previous annual meeting, a stockholder’s notice shall be considered timely if so received by the Corporation (A) on or before the later of (1) 120 calendar days before the date of the annual meeting at which such business is to be presented or (2) 30 calendar days following the first public announcement by the Corporation of the date of such annual meeting and (B) not later than 15 calendar days prior to the scheduled mailing date of the Corporation’s proxy materials for such annual meeting. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.

(ii) A stockholder’s notice given pursuant to this Section 11 shall set forth (A) the name and address of the stockholder who intends to make the proposal and the classes and numbers of shares of the Corporation’s stock beneficially owned by such stockholder, (B) a representation that the stockholder is and will at the time of the annual meeting be a holder of record of stock of the Corporation entitled to vote at such meeting on the proposal(s) specified in the notice and intends to appear in person or by proxy at the meeting to present such proposal(s), (C) a description of the business the stockholder intends to bring before the meeting, including the text of any proposal or proposals to be presented for action by the

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stockholders, (D) the name and address of any beneficial owner(s) of the Corporation’s stock on whose behalf such business is to be presented and the class and number of shares beneficially owned by each such beneficial owner and (E) the reasons for conducting such business at the meeting and any material interest in such business of such stockholder or any such beneficial owner.

(b) Special Meetings of Stockholders. The matters to be considered and brought before any special meeting of stockholders shall be limited to only such matters as shall be brought properly before such meeting pursuant to the Corporation’s notice of such special meeting.

(c) General.

(i) For purposes of this Section, (A) “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and (B) “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the Exchange Act or any successor rule.

(ii) Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section.

(iii) Nothing in this Section 11 shall be deemed to affect any rights of a stockholder to request inclusion of a proposal in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, or any successor rule, or to present for action at an annual meeting any proposal so included.

ARTICLE TWO

Directors

Section 1. BOARD OF DIRECTORS. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as expressly limited by law, all corporate powers of the Corporation shall be vested in and may be exercised by the Board of Directors.

Section 2. NUMBER. Except as otherwise provided in Article Five, the Board of Directors shall consist of such number of Directors as shall be fixed from time to time by a majority vote of the entire Board of Directors.

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Section 3. ELECTION; TERM OF OFFICE. Each Director hereafter elected shall hold office until the next annual meeting of stockholders and until his or her successor is elected and has qualified, or until his or her death or until he or she shall resign or shall have been removed or disqualified.

Section 4. NOMINATION. Nominations for the election of Directors may be made by the Board of Directors, a committee thereof or any officer of the Corporation to whom the Board of Directors or such committee shall have delegated such authority. Upon proper notice given to the Corporation, nominations may also be made by any stockholder entitled to vote in the election of Directors. Written notice of a stockholder’s intent to make a nomination or nominations for Director must be given to the Corporation either by United States mail or personal delivery to the Secretary of the Corporation (i) in the case of an annual meeting, not less than 90 calendar days or more than 120 calendar days before the anniversary date of the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting; provided that the first such anniversary date occurring after the effective date of these By-Laws shall be deemed to be March 10, 2008 and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the tenth calendar day following the earlier of the day on which notice of the date of the meeting was mailed and the day on which public announcement of the date of the meeting was made. Notwithstanding clause (i) of the preceding sentence, if the date of the annual meeting at which Directors are to be elected has been changed by more than 30 calendar days from the date of the most recent previous annual meeting, a stockholder’s notice of intent to make a nomination or nominations for Director shall be considered timely if so received by the Corporation (A) on or before the later of (x) 120 calendar days before the date of the annual meeting at which such business is to be presented or (y) 30 calendar days following the first public announcement by the Corporation of the date of such annual meeting and (B) not later than 15 calendar days prior to the scheduled mailing date of the Corporation’s proxy materials for such annual meeting. The notice must include: (1) the name and address of the stockholder who intends to make the nomination and a representation that the stockholder is and will at the time of the annual meeting be a holder of record of Common Stock entitled to vote at such annual meeting and that the stockholder intends to appear in person or by proxy at the annual meeting to make the nomination or nominations set forth in the notice, (2) the name and address of the person or persons to be nominated for election as Director and such other information regarding the proposed nominee or nominees as would be required to be included in a proxy statement filed pursuant to the rules and regulations of the Securities and Exchange Commission, (3) a description of all arrangements or undertakings between the stockholder and each proposed nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder and (4) a consent signed by each of the proposed nominees agreeing to serve as a Director if so elected. The Board of Directors will be under no obligation to recommend a proposed nominee, even though the notice as set forth above has been given.

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Section 5. VACANCIES. Subject to the provisions of Article Five, any vacancy on the Board of Directors resulting from death, resignation, disqualification or removal from office or other cause, as well as any vacancy resulting from an increase in the number of Directors which occurs between annual meetings of the stockholders at which Directors are elected, shall be filled only by a majority vote of the remaining Directors then in office, whether or not a quorum, except that those vacancies resulting from removal from office by a vote of the stockholders may be filled by a vote of the stockholders at the same meeting at which such removal occurs. The Directors chosen to fill vacancies shall hold office for a term expiring at the end of the next annual meeting of stockholders. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

Section 6. REMOVAL. Any Director may be removed from office at any time without assigning any cause by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 7. EXCEPTIONS FOR PREFERENCE DIRECTORS. The provisions of Sections 4 through 6 of this Article Two shall not apply to any Director of the Corporation who may be elected under specified circumstances by holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation of the Corporation.

Section 8. ORGANIZATIONAL MEETING. A meeting of the Board of Directors for the purpose of organizing the new Board, appointing the officers of the Corporation for the ensuing year and transacting other business shall be held without notice immediately following the annual election of Directors or as soon thereafter as is practicable at such time and place as the Secretary may designate.

Section 9. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine in accordance with the Corporate Governance Guidelines or which are otherwise furnished to the Directors at its Organization Meeting each year, and if so determined or furnished, notice of such meetings need not be given.

Section 10. SPECIAL MEETINGS. The Chief Executive Officer, the Chairman or the President may call a special meeting of the Board of Directors at any time. Any such officer or the Secretary shall call a special meeting of the Board upon the written request of any three members of the Board. A special meeting shall be held at such time and place as may be designated by the person or persons calling the meeting. The person or persons calling the meeting shall cause such notice of the meeting and of its purpose to be given as hereinafter provided in this Section 10, but, except as otherwise expressly provided by law or by these By-Laws, the purposes thereof need not be stated in such notice. Except as otherwise provided by law, notice of the special meeting stating the place, date and hour of the meeting shall be given to each Director either (i) by mail or courier not less than 48 hours before the date of the meeting or (ii) by telephone, telegram or facsimile or electronic transmission, not less than 24 hours before the time of the

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meeting or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances (provided that notice of any meeting need not be given to any director who shall either submit, before or after such meeting, a waiver of notice or attend the meeting without protesting, at the beginning thereof, the lack of notice).

Section 11. QUORUM; BOARD ACTION. A majority of the entire Board of Directors (as defined in Article Five) shall constitute a quorum for the transaction of business at any meeting. Unless otherwise provided by law, by these By-Laws or in the Certificate of Incorporation of the Corporation, any action of the Board may be taken upon the affirmative vote of a majority of the Directors present at a duly convened meeting or upon the unanimous written consent of all Directors. In case at any meeting of the Board of Directors a quorum shall not be present, a majority of the members of the Board of Directors present may adjourn the meeting from time to time until a quorum shall be present.

Section 12. PARTICIPATION OTHER THAN BY ATTENDANCE. To the full extent permitted by law, any Director may participate in any regular or special meeting of the Board of Directors or of any committee of the Board of Directors of which he or she is a member by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear each other.

Section 13. ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing (which writing may include by electronic mail), and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee, as the case may be.

Section 14. COMPENSATION. Each Director who does not receive a salary from the Corporation or any affiliate thereof shall be entitled to such compensation as the Board shall determine for his or her service upon the Board of Directors and any of its committees, for his or her attendance at meetings of the Board and any of its committees and for his or her expenses incident thereto. Directors shall also be entitled to such compensation as the Board shall determine for services rendered to the Corporation in any capacity other than as Directors.

Section 15. RESIGNATION. Any Director may resign by submitting his or her resignation to the Chief Executive Officer, the Chairman, the President or the Secretary of the Corporation. Such resignation shall become effective upon its submission or at any later time specified therein.

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ARTICLE THREE

Committees of the Board of Directors

Section 1. APPOINTMENT; POWERS. The Board of Directors may appoint one or more standing or temporary committees consisting of two or more Directors. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Board of Directors may invest such committees with such powers and authority, subject to such conditions, as it may see fit, but no such committee shall have the power or authority with respect to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval or (ii) adopting, amending or repealing these By-Laws.

Section 2. EXECUTIVE COMMITTEE. Subject to the provisions of Article Five, the Board of Directors shall appoint from among its members an Executive Committee which, so far as may be permitted by law and except as specifically limited by the Board of Directors pursuant to Section 1 of this Article Three, shall have all the powers and may exercise all the authority of the Board of Directors during the intervals between the meetings thereof. All acts done and powers conferred by the Executive Committee shall be deemed to be, and may be certified as being, done by or conferred under authority of the Board of Directors.

Section 3. AUDIT COMMITTEE. Subject to the provisions of Article Five, the Board of Directors shall appoint from among its members, none of whom shall be an officer of the Corporation, an Audit Committee, which, so far as may be permitted by law and except as specifically limited by the Board of Directors pursuant to Section 1 of this Article Three, shall have all the powers and responsibilities and shall perform the functions specified in the Charter of the Audit Committee, as approved by the Board of Directors, and in any supplemental statement that the Board of Directors may adopt with regards to the functions of the Audit Committee.

Section 4. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. Subject to the provisions of Article Five, the Board of Directors shall appoint from among its members, none of whom shall be an officer of the Corporation, a Corporate Governance and Nominating Committee, which, so far as may be permitted by law and except as specifically limited by the Board of Directors pursuant to Section 1 of this Article Three, shall have all the powers and responsibilities and shall perform the functions specified in the Charter of the Corporate Governance and Nominating Committee, as approved by the Board of Directors, and in any supplemental statement that the Board of Directors may adopt with regards to the functions of the Corporate Governance and Nominating Committee.

Section 5. HUMAN RESOURCES AND COMPENSATION COMMITTEE. Subject to the provisions of Article Five, the Board of Directors shall appoint from among its members, none of whom shall be an officer of the Corporation, a Human Resources and Compensation Committee, which, so far as may be permitted by law and

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except as specifically limited by the Board of Directors pursuant to Section 1 of this Article Three, shall have all the powers and responsibilities and shall perform the functions specified in the Charter of the Human Resources and Compensation Committee, as approved by the Board of Directors, and in any supplemental statement that the Board of Directors may adopt with regards to the functions of the Human Resources and Compensation Committee.

Section 6. RISK COMMITTEE. Subject to the provisions of Article Five, the Board of Directors shall appoint from among its members, a Risk Committee, which, so far as may be permitted by law and except as specifically limited by the Board of Directors pursuant to Section 1 of this Article Three, shall have all the powers and responsibilities and shall perform the functions specified in the Charter of the Risk Committee, as approved by the Board of Directors, and in any supplemental statement that the Board of Directors may adopt with regards to the functions of the Risk Committee.

Section 7. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE. Subject to the provisions of Article Five, the Board of Directors shall appoint from among its members, a Corporate Social Responsibility Committee, which, so far as may be permitted by law and except as specifically limited by the Board of Directors pursuant to Section 1 of this Article Three, shall have all the powers and responsibilities and shall perform the functions specified in the Charter of the Corporate Social Responsibility Committee, as approved by the Board of Directors, and in any supplemental statement that the Board of Directors may adopt with regards to the functions of the Corporate Social Responsibility Committee.

Section 8. INTEGRATION COMMITTEE. Subject to the provisions of Article Five, until the Integration Date (as defined in Article Five), the Board of Directors shall appoint from among its members an Integration Committee, which, so far as may be permitted by law and except as specifically limited by the Board of Directors pursuant to Section 1 of this Article Three, shall have all the powers and responsibilities and shall perform the functions specified in the Charter of the Integration Committee, as approved by the Board of Directors, and in any supplemental statement that the Board of Directors may adopt with regards to the functions of the Integration Committee.

Section 9. TERM; VACANCIES. Subject to the provisions of Article Five: (a) all committee members appointed by the Board of Directors shall serve at the pleasure of the Board of Directors; and (b) the Board of Directors may fill any committee vacancy.

Section 10. ORGANIZATION. All committees shall determine their own organization, procedures and times and places of meeting, unless otherwise directed by the Board of Directors and except as otherwise provided in these By-Laws. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present

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shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article Two of these By-Laws.

ARTICLE FOUR

Officers

Section 1. CHIEF EXECUTIVE OFFICER. Subject to the provisions of Article Five, the Board of Directors shall appoint a Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation, shall report directly to the Board of Directors and shall be responsible for the general management of the affairs of the Corporation. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. The Chief Executive Officer shall have general executive powers concerning all the operations and business of the Corporation and shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him or her by the Board of Directors or as may be provided by law, and he or she may delegate to any other officer such executive and other powers and duties as he or she deems advisable.

Section 2. CHAIRMAN. Subject to the provisions of Article Five, the Board of Directors shall appoint one of its members to be Chairman. During the period beginning at the Effective Time and ending on the Succession Date (as such terms are defined in Article Five), the Chairman shall be designated “Executive Chairman”, shall be an officer of the Corporation, and the Chief Auditor (for administrative purposes only) shall report to the Executive Chairman. In addition, until the Succession Date, the Executive Chairman shall be in charge of the integration of the Corporation following the Merger (as defined in Article Five) and shall report to the Integration Committee with respect to such responsibilities. The Chairman shall preside at all meetings of the stockholders and of the Board of Directors and shall have and exercise such further powers as may be conferred upon, or assigned to, him or her by the Board of Directors or as may be provided by law. In the event of the absence or temporary disability of the Chairman, the Chief Executive Officer shall preside at the applicable meetings of the stockholders and/or the Board of Directors during which such absence or disability exists and, in the event of the absence or temporary disability of the Chairman and the Chief Executive Officer, any other officer of the Corporation or Director designated by the Board of Directors (provided that if such absence or temporary disability occurs during the Specified Period, only by an affirmative vote of at least 75 percent of the entire Board of Directors) shall preside at the applicable meetings of the stockholders and/or Board of Directors during which such absence or disability exists.

Section 3. PRESIDENT. Subject to the provisions of Article Five, the Board of Directors shall appoint a President. The President shall have and exercise such powers and duties as may be conferred upon, or assigned to, him or her by the Board of Directors or the Chief Executive Officer or as may be provided by law.

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Section 4. SENIOR OFFICERS. The Board of Directors may appoint, or the Chief Executive Officer may appoint, subject to confirmation by the Board of Directors, one or more senior officers of the Corporation, any of whom may be designated as Vice Chairmen or as senior executive vice presidents or given any other descriptive titles, as the Board of Directors or the Human Resources and Compensation Committee of the Board of Directors shall specify from time to time. Each senior officer shall have and exercise such powers and duties as may be conferred upon, or assigned to, him or her by the Board of Directors or the Chief Executive Officer.

Section 5. SECRETARY; ASSISTANT SECRETARIES. The Board of Directors shall appoint a Secretary. The Secretary shall act as secretary of all meetings of the stockholders, of the Board of Directors and of the Executive Committee, and he or she shall keep minutes of all such meetings. The Secretary shall give such notice of the meetings as is required by law or these By-Laws. The Secretary shall be the custodian of the minute book, stock record and transfer books and all other general corporate records. The Secretary shall be the custodian of the corporate seal and shall have the power to affix and attest the same, and he or she may delegate such power to one or more officers, employees or agents of the Corporation. The Secretary shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him or her by the Board of Directors or the Chief Executive Officer or as may be provided by law. The Board of Directors or the Chief Executive Officer may appoint one or more Assistant Secretaries who shall assist the Secretary in the performance of his or her duties. At the direction of the Secretary or in the event of his or her absence or disability, an Assistant Secretary shall perform the duties of the Secretary. Each Assistant Secretary shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him or her by the Board of Directors, the Chief Executive Officer or the Secretary.

Section 6. TREASURER; ASSISTANT TREASURERS. The Board of Directors shall appoint a Treasurer. The Treasurer shall have and exercise such powers and duties as may be conferred upon, or assigned to, him or her by the Board of Directors or the Chief Executive Officer. The Board of Directors or the Chief Executive Officer may appoint one or more Assistant Treasurers who shall assist the Treasurer in the performance of his or her duties. At the direction of the Treasurer or in the event of his or her absence or disability, an Assistant Treasurer shall perform the duties of the Treasurer. Each Assistant Treasurer shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him or her by the Board of Directors, the Chief Executive Officer or the Treasurer.

Section 7. CHIEF AUDITOR. Subject to any requirement of law or the rules of any exchange on which shares of Common Stock of the Corporation are listed, the Board of Directors shall appoint a Chief Auditor who shall be the chief auditing officer of the Corporation. He or she shall report to the Audit Committee and shall continuously examine the affairs of the Corporation under the general supervision and direction of the Board of Directors. He or she shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him or her by the Audit Committee or the Board of Directors. The Board of Directors may also appoint other officers who shall perform

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such auditing duties as may be assigned to them by the Board of Directors or the Chief Auditor of the Corporation.

Section 8. OTHER OFFICERS. The Board of Directors, the Chief Executive Officer or the delegate of either of them may appoint or hire such additional officers of the Corporation, who may be designated as executive vice presidents, managing directors, senior vice presidents, first vice presidents, vice presidents, assistant vice presidents, officers, assistant officers, senior associates, associates, or given any other descriptive titles, and may hire such additional employees, as it or he or she may deem necessary or desirable to transact the business of the Corporation, and may establish the conditions of employment of any of the persons mentioned above and may fix their compensation and dismiss them. Such persons may have such descriptive titles as may be appropriate, and they shall, respectively, have and exercise such powers and duties as pertain to their several offices or as may be conferred upon, or assigned to, them by the appropriate appointing authority and as are not inconsistent with any provisions of these By-Laws.

Section 9. TENURE OF OFFICE. Subject to the provisions of Article Five, the Chief Executive Officer, the Chairman and the President shall each hold office for the year for which the Board of Directors was elected and until the appointment and qualification of his or her successor or until his or her earlier death, resignation, disqualification or removal. All other officers and employees shall hold office at the pleasure of the appropriate appointing authority. Subject to the provisions of Article Five, in particular subsection

2(b) of Article Five, the Board of Directors may remove any officer with or without cause at any time.

Section 10. COMPENSATION. Subject to the provisions of Article Five, the Board of Directors shall fix the compensation of those officers appointed pursuant to Sections 1, 2, 3 and 7 of this Article Four and of any other officers of the Corporation or any officers of any subsidiary of the Corporation that the Board of Directors shall deem appropriate, and it may award additional compensation to any officer or employee of the Corporation or any officer of any subsidiary for any year or years based upon the performance of that person during any such period, the success of the operations of the Corporation or any subsidiary thereof during any such period or any other reason that the Board of Directors shall deem appropriate. Unless the Board of Directors shall otherwise direct, the Chief Executive Officer or his or her delegate shall fix the compensation of all other officers or employees of the Corporation or any subsidiary thereof.

ARTICLE FIVE

Certain Governance Matters

Section 1. DEFINITIONS. The following definitions shall apply to this Article Five and otherwise as applicable in these By-Laws:

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(a) “BNY” means The Bank of New York Company, Inc., a New York corporation.

(b) “Continuing BNY Directors” shall mean the Directors as of the Effective Time who were nominated to be Directors by the Board of Directors of BNY prior to the Effective Time and additional Directors who take office after the Effective Time who are nominated by the Continuing BNY Directors Committee pursuant to Section 3(a) of this Article Five.

(c) “Continuing BNY Directors Committee” shall mean the committee established by Section 3(b) of this Article Five.

(d) “Continuing Mellon Directors” shall mean the Directors as of the Effective Time who were nominated to be Directors by the Board of Directors of Mellon prior to the Effective Time and additional Directors who take office after the Effective Time who are nominated by a majority of the Continuing Mellon Directors Committee pursuant to Section 3(a) of this Article Five.

(e) “Continuing Mellon Directors Committee” shall mean the committee established by Section 3(c) of this Article Five.

(f) “Effective Time” has the meaning specified in the Merger Agreement.

(g) “entire Board of Directors” means the total number of Directors which the Corporation would have if there were no vacancies; provided, that with respect to any provisions of these By-Laws requiring the unanimous affirmative vote of the entire Board of Directors, “entire Board of Directors” shall mean all the Directors of the Corporation then in office.

(h) “Mellon” means Mellon Financial Corporation, a Pennsylvania corporation.

(i) “Merger” has the meaning specified in the Merger Agreement.

(j) “Merger Agreement” means the Agreement and Plan of Merger, dated as of December 3, 2006, by and between Mellon and BNY (as the same may be amended from time to time).

(k) “Specified Period” shall mean the period beginning at the Effective Time and ending on the thirty-six-month anniversary of the Effective Time.

(l) “Succession Date” has the meaning specified in Section 2(a) of this Article Five.

Section 2. CHAIRMAN SUCCESSION; CEO AND PRESIDENT. (a) Effective as of the Effective Time, Mr. Thomas Renyi shall become and serve as Executive

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Chairman of the Board of Directors, Mr. Robert Kelly shall become and serve as Chief Executive Officer of the Corporation and Mr. Gerald Hassell shall become and serve as President of the Corporation. Mr. Robert Kelly shall be the successor to Mr. Thomas Renyi as Chairman of the Board of Directors, with such succession to become effective on the eighteen-month anniversary of the Effective Time or any such earlier date as of which Mr. Thomas Renyi ceases for any reason to serve in the position of Executive Chairman of the Board of Directors (the date of succession, the “Succession Date”). (b) During the Specified Period, any removal of, or failure to reelect (if such person is willing to serve), any of the individuals serving in the capacities set forth in subsection 2(a) above, any failure to appoint or elect Mr. Robert Kelly as Chairman of the Board of Directors on the Succession Date, any amendment or modification to or termination of any employment or similar agreement with any of Messrs. Thomas Renyi, Robert Kelly or Gerald Hassell in effect as of the Effective Time, or any modification to any of their respective duties, authority or reporting relationships as set forth in Article Four, shall require the affirmative vote of at least 75 percent of the entire Board of Directors. In the event that during the Specified Period any of the individuals set forth in subsection 2(a) above shall be unable (whether by reason of death, permanent disability, retirement or otherwise) or unwilling to continue in such office, other than as expressly set forth in subsection

2(a) with respect to the succession of Mr. Robert Kelly as Chairman of the Board of Directors on the Succession Date, the vacancy created thereby shall be filled only by the affirmative vote of at least 75 percent of the entire Board of Directors.

Section 3. COMPOSITION OF THE BOARD OF DIRECTORS. (a) During the period beginning on the Effective Time and ending on the Succession Date, the Board of Directors shall be comprised of 18 Directors, of which 10 shall be Continuing BNY Directors and eight shall be Continuing Mellon Directors. Beginning on the Succession Date and during the remainder of the Specified Period, the Board of Directors shall be comprised of 16 Directors, of which nine shall be Continuing BNY Directors (one of whom shall be the President of the Corporation, if he or she is then a member of the Board of Directors, and the remainder of whom shall consist of Directors who are not officers of the Corporation) and seven shall be continuing Mellon Directors (one of whom shall be the Chief Executive Officer of the Corporation, if he or she is then a member of the Board of Directors, and the remainder of whom shall consist of Directors who are not officers of the Corporation). During the Specified Period, all vacancies on the Board of Directors created by the cessation of service of a Continuing BNY Director shall be filled by a nominee selected by the Continuing BNY Directors Committee and all vacancies on the Board of Directors created by the cessation of service of a Continuing Mellon Director shall be filled by a nominee selected by the Continuing Mellon Directors Committee. During the Specified Period, the Continuing BNY Directors Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors, Directors for election at each annual meeting, or at any special meeting at which Directors are to be elected, to fill each seat previously held by a Continuing BNY Director. During the Specified Period, the Continuing Mellon Directors Committee shall have the exclusive authority to nominate, on behalf of the Board of Directors, Directors for election at each annual meeting, or at any special meeting at which Directors are to be elected, to fill each seat previously held by a Continuing Mellon Director.

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(b) The Board of Directors shall constitute a Continuing BNY Directors Committee, which shall be comprised of all the Continuing BNY Directors. The Continuing BNY Directors Committee shall have all the power and may exercise all the authority of the Board of Directors to (i) fill all vacancies on the Board of Directors created by the cessation of service of a Continuing BNY Director and (ii) to nominate Directors for election at each annual meeting, or at any special meeting at which Directors are to be elected, to fill each seat previously held by a Continuing BNY Director. At the end of the Specified Period, the Continuing BNY Directors Committee shall be automatically disbanded.

(c) The Board of Directors shall constitute a Continuing Mellon Directors Committee, which shall be comprised of all the Continuing Mellon Directors. The Continuing Mellon Directors Committee shall have all the power and may exercise all the authority of the Board of Directors to (i) fill all vacancies on the Board of Directors created by the cessation of service of a Continuing Mellon Director and (ii) to nominate Directors for election at each annual meeting, or at any special meeting at which Directors are to be elected, to fill each seat previously held by a Continuing Mellon Director. At the end of the Specified Period, the Continuing Mellon Directors Committee shall be automatically disbanded.

Section 4. LEAD DIRECTOR. During the period beginning at the Effective Time and ending on the eighteen-month anniversary of the Effective Time, the lead Director of the Corporation shall be a Continuing BNY Director selected by the Continuing BNY Directors Committee. During the period beginning on the eighteen-month anniversary of the Effective Time and ending on the thirty-six month anniversary of the Effective Time, the lead Director of the Corporation shall be a Continuing Mellon Director selected by the Continuing Mellon Directors Committee. Thereafter, the lead Director shall be a Director selected by a majority of the entire Board of Directors. The Lead Director shall have such duties and responsibilities as may be set forth in the Corporation’s Corporate Governance Guidelines from time to time.

Section 5. INTEGRATION COMMITTEE. Until the end of the Specified Period or the date on which the Board of Directors determines to terminate the Integration Committee (which shall not be earlier than the Succession Date) (such termination date, the “Integration Date”), the Integration Committee shall be comprised of two Continuing Mellon Directors and two Continuing BNY Directors and a Continuing Mellon Director shall be the chair of such Committee. At the end of such period, the Integration Committee shall be disbanded.

Section 6. CORPORATE NAME: During the period beginning at the Effective Time and ending on the fifth anniversary of the Effective Time, the Board of Directors shall not recommend for adoption by the stockholders of the Corporation, or otherwise approve or effect, any change to the name of the Corporation without the unanimous affirmative vote of the entire Board of Directors.

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Section 7. AMENDMENTS. During the Specified Period, the provisions of this Article Five (other than Section 6) and Section 1 of Article One, Section 9 of Article Two and Section 1 of Article Three may be modified, amended or repealed, and any By-Law provision or other resolution inconsistent with this Article Five (other than Section 6) or Section 1 of Article One, Section 9 of Article Two or Section 1 of Article Three may be adopted, or any such modification, amendment, repeal or inconsistent By-Law provisions or other resolutions recommended for adoption by the stockholders of the Corporation, only by an affirmative vote of at least 75 percent of the entire Board of Directors. Prior to the fifth anniversary of the Effective Time, the provisions of Section 6 of this Article Five may be modified, amended or repealed, and any By-Law provision or other resolution inconsistent with Section 6 may be adopted, or any such modification, amendment, repeal or inconsistent By-Law provisions or other resolutions recommended for adoption by the stockholders of the Corporation, only by the unanimous affirmative vote of the entire Board of Directors. In the event of any inconsistency between any other provision of these By-Laws and any provision of this Article Five, the provisions of this Article Five shall control.

ARTICLE SIX

Stock, Stock Certificates and Holders of Record

Section 1. STOCK CERTIFICATES. Shares of stock of the Corporation shall be represented by certificates or, to the extent provided in Sections 5 and 6 of this Article Six or as otherwise required by law, shall be uncertificated. Stock certificates shall be in such form as the Board of Directors may from time to time prescribe in accordance with law and the requirements of any exchange upon which such shares are listed. Such certificates shall be signed by the Chairman, President or Vice President, countersigned by the Secretary, the Treasurer or any other officer so authorized by the Board of Directors and permitted by law and sealed with the seal of the Corporation, and such signatures and seal may be facsimile or otherwise as permitted by law. In case any officer, registrar or transfer agent who has signed, or whose facsimile signature has been placed upon, any stock certificate shall have ceased to be such officer, registrar or transfer agent, as the case may be, before the certificate is issued, as a result of death, resignation or otherwise, the certificate may be issued by the Corporation with the same effect as if the officer, registrar or transfer agent, as the case may be, had not ceased to be such at the date of the certificate’s issue.

Section 2. TRANSFER OF STOCK. Except as otherwise provided by law, transfers of shares of stock of the Corporation shall be made only upon the books of the Corporation only by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, or with a transfer agent duly appointed, and upon surrender of the certificate or certificates for such shares properly endorsed, if such shares are represented by a certificate, and payment of all taxes thereon.

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Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or shares.

Section 4. HOLDERS OF RECORD. The Corporation shall be entitled to treat any person in whose name shares of stock of the Corporation stand on its books as the holder and owner in fact thereof for all purposes.

Section 5. UNCERTIFICATED SECURITIES. All or part of the shares of common stock of the Corporation may be uncertificated shares to the extent determined by the Board of Directors from time to time; however, in no event shall shares of common stock represented by a certificate be deemed uncertificated until the certificate is surrendered to the Corporation.

Section 6. DETERMINATIONS AS TO ISSUANCE, TRANSFER AND REGISTRATION. The Board of Directors (or any officer or other person as the Board of Directors may designate) from time to time may make such rules, policies and procedures as it, he or she may deem appropriate concerning the issue, transfer and registration of shares of stock of the Corporation, whether certificated or uncertificated.

ARTICLE SEVEN

Signing Authority and Corporate Transactions

Section 1. SIGNING AUTHORITY. The Chief Executive Officer, the Chairman, the President, any senior officer or any Vice President of the Corporation shall have full power and authority, in the name and on behalf of the Corporation, under seal of the Corporation or otherwise, to execute, acknowledge and deliver any and all agreements, instruments or other documents relating to property or rights of all kinds held or owned by the Corporation or to the operation of the Corporation, all as may be incidental to the operation of the Corporation and subject to such limitations as the Board of Directors or the Chief Executive Officer may impose. Any such agreement, instrument or document may also be executed, acknowledged and delivered in the name and on behalf of the Corporation, under seal of the Corporation or otherwise, by such other officers, employees or agents of the Corporation as the Board of Directors, the Chief Executive Officer or the delegate of either of them may from time to time authorize. In each such case, the authority so conferred shall be subject to such limitations as the Board of Directors, the Chief Executive Officer or the delegate may impose. Any officer, employee or agent authorized hereunder to execute, acknowledge and deliver any such agreement, instrument or document is also authorized to cause the Secretary, any Assistant Secretary or any other authorized person to affix the seal of the Corporation thereto and to attest it.

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Section 2. VOTING AND ACTING WITH RESPECT TO STOCK AND OTHER SECURITIES OWNED BY THE CORPORATION. The Chief Executive Officer, the Chairman, the President, any senior officer or any Vice President shall have the power and authority to vote and act with respect to all stock and other securities in any other corporation owned by this Corporation, subject to such limitations as the Board of Directors or the Chief Executive Officer may impose. Such power and authority may be conferred upon any other officer, employee or agent by the Board, the Chief Executive Officer or the delegate of either of them, and such authority may be general or may be limited to specific instances. Any person so authorized shall have the power to appoint an attorney or attorneys, with general power of substitution, as proxies for the Corporation with full power to vote and act on behalf of the Corporation with respect to such stock and other securities.

ARTICLE EIGHT

General Provisions

Section 1. FISCAL YEAR. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 2. RECORDS. The Certificate of Incorporation, By-Laws and the proceedings of all meetings of the stockholders, the Board of Directors, the Executive Committee, and any other committee of the Board of Directors shall be recorded in appropriate minute books provided for this purpose or in any other information storage device (whether in paper or electronic form), provided that the records so kept can be converted into clearly legible form within a reasonable period of time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same. The minutes of each meeting shall be signed by the Secretary or other person acting as secretary of the meeting.

Section 3. SEAL. The Board of Directors may from time to time prescribe the form of a suitable corporate seal.

Section 4. NUMBER. Any reference in these By-Laws to the singular includes the plural and vice versa unless the context indicates otherwise.

ARTICLE NINE

By-Laws

Section 1. AMENDMENTS. Except as otherwise provided in Article Five of these By-Laws or in Article SIXTH, Section (b) of the Certificate of Incorporation, these By-Laws may be amended, altered and repealed, and new By-Laws may be adopted, either by action of the stockholders or (except as otherwise provided by law or these By-Laws) by action of the Board of Directors.

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Section 2. INSPECTION. A copy of the By-Laws, with all amendments thereto, shall at all times be kept in a convenient place at the principal office of the Corporation and shall be open for inspection to all stockholders during normal business hours.

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EX-10.1

Exhibit 10.1

AMENDED AND RESTATED

DIRECTOR INDEMNIFICATION AGREEMENT

This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT is made this      day of              (the “Agreement”) by and between The Bank of New York Mellon Corporation (the “Company”) and                      (“Indemnitee”).

WHEREAS, the Company and the Indemnitee entered into an Indemnification Agreement on December 14, 2009 (the “Original Agreement”);

WHEREAS, pursuant to Section 19 of the Original Agreement, the Company and the Indemnitee wish to amend and restate the Original Agreement to read as set forth herein;

WHEREAS, Indemnitee is a Director of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity (as hereinafter defined);

WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Original Agreement is hereby amended and restated to read, and the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions. For purposes of this Agreement:

(a) “Change of Control” means, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries acting in such capacity, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under such Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company and any new director whose election by the board of directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds ( ²/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was

previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of its assets, or (v) the Company shall file or have filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Company.

(b) “Expenses” shall include all out of pocket fees, costs and expenses, including, without limitation, attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred if Indemnitee is involved in any manner (including, without limitation, as a party or a witness) in any Proceeding (as hereinafter defined) and the fees and costs incurred in seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the Delaware General Corporation Law (the “DGCL”), any other applicable law or any liability insurance policy or in connection with a determination contemplated by Section 5 of this Agreement.

(c) “FDIC Regulations” means regulations of the Federal Deposit Insurance Corporation (or any successor provisions).

(d) “Position” means service as a director of the Company or Company advisory board or of any other corporation, limited liability company, public limited company, partnership, joint venture, trust, employee benefit plan, fund or other enterprise as to which the Company beneficially owns, directly or indirectly, at least a majority of the voting power of equity or membership interests, or in the case of employee benefit plans, is sponsored or maintained by the Company or one of the foregoing (any of the foregoing, an “Affiliated Entity”).

(e) “Proceeding” shall mean any civil, criminal, administrative or investigative action, suit, proceeding or procedure in which the Indemnitee is involved in any manner including, without limitation, as a party or a witness by reason of the fact of the Indemnitee’s Position or Positions.

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(f) “Undertaking” shall mean an undertaking by Indemnitee to repay Expenses if (1) to the extent such Expenses are not covered by payments from insurance or bonds purchased pursuant to Section 359.1(1)(2) of the FDIC Regulations, the advanced Expenses subsequently are determined to be, by a court of competent jurisdiction from which no appeal can be taken, “prohibited indemnification payments”, as defined under the FDIC Regulations, or (2) it shall ultimately be determined by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company.

(g) “Voting Securities” means any securities of the Company that vote generally in the election of directors.

Section 2. Indemnification — General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and losses and shall pay or reimburse all Expenses incurred by Indemnitee, subject to the terms of this Agreement, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, if Indemnitee is involved in any manner (including, without limitation, as a party or a witness) in any Proceeding by reason of the fact of Indemnitee’s Position or Positions, including, without limitation, any Proceeding by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee directly to the parties to whom such Expenses or settlement amounts are owed by Indemnitee. Notwithstanding the foregoing, the Company will also, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses incurred in seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law or any liability insurance policy.

Section 3. Expenses. Upon receipt by the Company of an Undertaking by Indemnitee, the Company shall pay or reimburse Expenses incurred by Indemnitee in connection with a Proceeding, any action or proceeding contemplated by the last sentence of Section 2 of this Agreement and any determination contemplated by Section 5 of this Agreement, in each case in advance of its final disposition. The Company shall not impose other conditions to advancement and shall not seek or agree to any order that would prohibit Indemnitee from enforcing such right to advancement. Such payment shall be made within thirty (30) days after the receipt by the

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Company of a written request from Indemnitee requesting reimbursement or payment of such Expenses. Such request shall reasonably evidence the Expenses incurred by Indemnitee. The burden of proving that the Company is not liable for reimbursement or payment of Expenses shall be on the Company.

Section 4. Limitations. The Company shall not indemnify Indemnitee (1) if such indemnification or payment would constitute a “prohibited indemnification payment” under the FDIC Regulations or any other applicable laws, rules or regulations, (2) for an accounting of profits arising from the purchase and sale by the Indemnitee of securities under Section 16(b) of the Securities Exchange Act of 1934, as amended or (3) for violations of Federal or state insider trading laws, unless, in each such case, Indemnitee has been successful on the merits, received the Company’s written consent prior to incurring an Expense or, after receiving the Company’s written consent to incurring the cost of settlement, settled the Proceeding. This Section 4 shall not limit the Company’s obligation to advance Expenses to Indemnitee pursuant to Section 3 of this Agreement.

Section 5. Standard of Conduct. No claim for indemnification shall be paid by the Company unless it has been determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, which is the standard of conduct set forth in Section 145 of the DGCL (as such, the “Standard of Conduct”, with such Standard of Conduct to be automatically revised to conform to any successor provision of the DGCL that is more favorable to Indemnitee) except that no indemnification shall be made with respect to any Proceeding by or in right of the Company as to which the Indemnitee shall have been adjudged to be liable to the Company, except as determined by the court or other tribunal adjudicating the Proceeding. Unless (1) a Change of Control (as defined in Section 1 of this Agreement) shall have occurred, or (2) ordered by a court or other tribunal, such determinations of whether the Standard of Conduct has been satisfied shall be made by (A) a majority vote of the directors of the Company who are not parties to the Proceeding, even though less than a quorum, or (B) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (C) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (D) by stockholders of the Company. If a Change of Control has occurred, such determination of whether the Standard of Conduct has been satisfied shall be made by independent legal counsel in a written opinion to the Company and Indemnitee. Such independent legal counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of the independent legal counsel and indemnify the independent legal counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement and shall indemnify, reimburse and pay Indemnitee for Expenses incurred in connection with such determination. Indemnitee shall be deemed to have met the Standard of Conduct if the determination is not made by the Company within sixty days of receipt by the General Counsel of a written request by Indemnitee for indemnity. If the Indemnitee has been determined not to have met the Standard of Conduct, Indemnitee may commence litigation in any court in the State of Delaware having subject matter jurisdiction

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thereof and in which venue is proper seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and agrees to appear in any such proceeding. Any determination under this Section 5 otherwise shall be conclusive and binding on the Company and Indemnitee. In no event shall a determination be a prerequisite to or affect the Company’s obligation to advance Expenses to Indemnitee pursuant to Section 3 of this Agreement.

Section 6. Contribution. If the full indemnification and payment or reimbursement of Expenses provided by this Agreement may not be paid to Indemnitee because it has been finally adjudicated that such indemnification or payment or reimbursement of Expenses incurred by Indemnitee is prohibited by Delaware or other law, or if it has been determined as provided above that the Standard of Conduct has not been met, and if and to the extent that Indemnitee is not entitled to coverage under the Company’s directors and officers liability insurance policy, then in respect of any such actual or threatened Proceeding in which the Company or an Affiliated Entity is jointly liable with Indemnitee (or would be if joined in such Proceeding), as determined

(a) if no Change of Control has occurred, by (1) a majority vote of the directors of the Company who are not parties to the Proceeding, even though less than a quorum, or (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by stockholders of the Company, or

(b) if a Change of Control has occurred, by independent legal counsel in a written opinion to the Company and Indemnitee (such independent legal counsel to be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed)),

the Company shall contribute to the amount of loss, liability or Expenses incurred by Indemnitee in such proportion as appropriate to reflect (i) the relative benefits received by the Company and any Affiliated Entity on the one hand and Indemnitee on the other hand from the transaction from which such Proceeding arose and (ii) the relative fault of the Company or Affiliated Entity, including other persons indemnified by the Company on the one hand, and Indemnitee on the other hand in connection with the events which resulted in such Proceeding, as well as any other relevant equitable considerations. The relative fault of the Company or any Affiliated Entity, including other persons indemnified by the Company, on the one hand, and of Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Proceeding. The Company acknowledges that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or any other method of allocation which does not take into account the foregoing equitable considerations.

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Section 7. Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Section 8. Settlement. The Company will not, without the prior written consent of the Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability arising from or relating to any matters that are the subject of such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.

Section 9. Duration of Agreement. This Agreement will be considered to be in effect on the first day of the Indemnitee’s Position or Positions, even if such date occurs prior to the date of this Agreement, and will continue for so long as Indemnitee may be subject to any possible Proceeding by reason of the fact of Indemnitee’s Position or Positions, whether or not Indemnitee ceases to hold such Position or Positions.

Section 10. Confidentiality. Except as required by law or as otherwise becomes public (other than in violation of this Agreement) or as communicated to Indemnitee’s counsel or to Indemnitee’s or the Company’s insurer, in seeking indemnification or reimbursement or payment of Expenses hereunder, Indemnitee agrees to keep confidential any information that arises in connection with this Agreement, including but not limited to, claims for indemnification or payment or reimbursement of Expenses, amounts paid or payable under this Agreement and any communications between the Indemnitee and the Company.

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Section 11. Applicability to Other Indemnification Provisions. This Agreement is entered into pursuant to Section 145(f) of the DGCL and to the fullest extent permitted by law shall be in addition to indemnification and reimbursement or payment of Expenses provided by the DGCL. To the fullest extent permitted by law, the Company shall apply this Agreement, which is substantially consistent with the Company’s Amended and Restated Indemnification Policy as in effect on the date hereof, in considering requests for indemnification or reimbursement or payment of Expenses under its Amended and Restated Indemnification Policy, certificate of incorporation, by-laws, or any other agreement or undertaking of the Company or similar constituent documents of an Affiliated Entity that provides rights to indemnification or reimbursement or payment of Expenses (“Alternate Indemnification Provisions”). By entering into this Agreement, the parties agree that if there is an existing Indemnification Agreement by and between Mellon Financial Corporation and Indemnitee which was assumed by the Company by operation of law and pursuant to the 2006 merger agreement entered into by the Company, Mellon Financial Corporation and The Bank of New York Company, Inc., such agreement is hereby terminated insofar as it relates to actions taken by Indemnitee after the execution of this Agreement. For the avoidance of doubt, should there be any differences between the Company’s Indemnification Agreement or its Amended and Restated Indemnification Policy and this Agreement, this Agreement will govern.

Section 12. No Duplication of Payments. The Company shall indemnify and pay or reimburse Expenses of the Indemnitee in accordance with the provisions of this Agreement, provided, however, that the Company shall not be liable under this Agreement to make any payment to Indemnitee to the extent that Indemnitee (i) has previously received payment or reimbursement under an insurance policy maintained by the Company or by or out of a fund created by the Company and under the control of a trustee or otherwise, or (ii) has previously received payment from other sources provided by the Company.

Section 13. Insurance. To the extent the Company maintains an insurance policy or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with and subject to its or their terms, to the maximum extent of the coverage available for any member of the Board.

Section 14. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee under any insurance policy held by the Company or an Affiliated Entity or otherwise. Indemnitee shall execute all documents reasonably required and shall do everything reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company to effectively bring suit to enforce such rights.

Section 15. Notice by Indemnitee. Indemnitee shall promptly notify the Company in writing in accordance with Section 21 of this Agreement upon the earlier of (a) becoming aware of a Proceeding where indemnity or reimbursement or payment of Expenses may be sought or (b) receiving or being served with any summons, citation, subpoena, complaint, indictment, information, inquiry or other document relating to any Proceeding which may be subject to indemnification or reimbursement or payment of Expenses covered hereunder. As a condition to indemnification or reimbursement or payment of Expenses, any demand for payment by Indemnitee hereunder shall be in writing.

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Section 16. Severability. If any provision of this Agreement shall be held to be invalid, inoperative or unenforceable as applied to any particular Proceeding or in any particular jurisdiction, for any reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other distinguishable Proceeding or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity, inoperability or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect any other remaining part of this Agreement.

Section 17. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, Indemnitee and Indemnitee’s heirs, personal representatives, executors and administrators and upon the Company and its successors and assigns.

Section 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

Section 19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 20. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 21. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand, on the date delivered, (ii) mailed by certified or registered mail, with postage prepaid, on the third business day after the date on which it is mailed or (iii) sent by guaranteed overnight courier service, with postage prepaid, on the business day after the date on which it is sent:

(a) If to Indemnitee, to the address set forth on the signature page of this Agreement;

(b) If to the Company, to:

The Bank of New York Mellon Corporation

One Wall Street

New York, NY 10286

Attention: General Counsel

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with copies to:

The Bank of New York Mellon Corporation

One Wall Street

New York, NY 10286

Attention: Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 22. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

Section 23. Venue. Any Proceeding relating to or arising from this Agreement, including without limitation, any Proceeding regarding indemnification or reimbursement or payment of Expenses arising out of this Agreement, shall only be brought and heard in the Chancery Court in and for the State of Delaware, and may not be brought in any other judicial forum.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

THE BANK OF NEW YORK MELLON CORPORATION
By:
Name:	[NAME]
Title:	[TITLE]

AGREED TO AND ACCEPTED BY:

Name: [Insert Name of Indemnitee]

Address: [Insert Address of Indemnitee]

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EX-10.2

Exhibit 10.2

AMENDED AND RESTATED

EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT

This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT is made this                      day of                      (the “Agreement”) by and between The Bank of New York Mellon Corporation (the “Company”) and                      (“Indemnitee”).

WHEREAS, the Company and the Indemnitee entered into an Indemnification Agreement on December 14, 2009 (the “Original Agreement”);

WHEREAS, pursuant to Section 19 of the Original Agreement, the Company and the Indemnitee wish to amend and restate the Original Agreement to read as set forth herein;

WHEREAS, Indemnitee is an Executive Officer (as hereinafter defined) of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity or Unaffiliated Entity (each as hereinafter defined);

WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Original Agreement is hereby amended and restated to read, and the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions. For purposes of this Agreement:

(a) “Change of Control” means, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries acting in such capacity, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under such Act), directly or indirectly, of securities of the Company representing more than 20% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors of the Company and any new director whose election by the board of

directors of the Company or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of its assets, or (v) the Company shall file or have filed against it, and such filing shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee shall be appointed to manage or supervise the affairs of the Company.

(b) “Executive Officer” shall have the meaning of the term “officer” as such term is defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended.

(c) “Expenses” shall include all out of pocket fees, costs and expenses, including, without limitation, attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred if Indemnitee is involved in any manner (including, without limitation, as a party or a witness) in any Proceeding (as hereinafter defined) and the fees and costs incurred in seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under this Agreement, the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the Delaware General Corporation Law (the “DGCL”), any other applicable law or any liability insurance policy or in connection with a determination contemplated by Section 5 of this Agreement.

(d) “FDIC Regulations” means regulations of the Federal Deposit Insurance Corporation (or any successor provisions).

(e) “Position” is (a) service as a director, officer, partner, trustee, fiduciary, manager or employee of the Company or of any other corporation, limited liability company, public limited company, partnership, joint venture, trust, employee benefit plan, fund or other enterprise as to which the Company beneficially owns, directly or indirectly, at least a majority of the voting power of equity or membership

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interests, or in the case of employee benefit plans, is sponsored or maintained by the Company or one of the foregoing (any of the foregoing, an “Affiliated Entity”) or (b) service at the request of the Company at any time this Agreement is in effect as a director, officer, partner, trustee, fiduciary, manager or employee of a corporation, limited liability company, public limited company, partnership, joint venture, trust, employee benefit plan, fund or other enterprise which is not an Affiliated Entity (an “Unaffiliated Entity”), provided, however, that such request for service has been approved in writing in accordance with Code Reports and Permission (CODE RAP) or a successor process or by the Corporate Governance and Nominating Committee of the Board of Directors of the Company.

(f) “Proceeding” shall mean any civil, criminal, administrative or investigative action, suit, proceeding or procedure in which the Indemnitee is involved in any manner (including, without limitation, as a party or a witness) by reason of the fact of the Indemnitee’s Position or Positions.

(g) “Undertaking” shall mean an undertaking by Indemnitee to repay Expenses if (1) to the extent such Expenses are not covered by payments from insurance or bonds purchased pursuant to Section 359.1(1)(2) of the FDIC Regulations, the advanced Expenses subsequently are determined to be, by a court of competent jurisdiction from which no appeal can be taken, “prohibited indemnification payments”, as defined under the FDIC Regulations, or (2) it shall ultimately be determined by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified by the Company.

(h) “Voting Securities” means any securities of the Company that vote generally in the election of directors.

Section 2. Indemnification — General. The Company shall indemnify, subject to the terms of this Agreement, Indemnitee against all judgments, awards, fines, ERISA excise taxes, penalties, amounts paid in settlement, liabilities and losses and shall pay or reimburse all Expenses incurred by Indemnitee, subject to the terms of this Agreement, to the fullest extent permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification if Indemnitee is involved in any manner (including, without limitation, as a party or a witness) in any Proceeding by reason of the fact of Indemnitee’s Position or Positions, including, without limitation, any Proceeding by or in the right of the Company to procure a judgment in its favor, but excluding any Proceeding initiated by Indemnitee other than (i) Proceedings initiated by Indemnitee which are consented to in advance in writing by the Company and (ii) counterclaims made by Indemnitee in a Proceeding which directly respond to and negate the affirmative claim made against Indemnitee in such Proceeding. In the event Indemnitee incurs Expenses or settles a Proceeding under circumstances in which the Company would have an obligation to indemnify Indemnitee for the Expenses or settlement amount, the Company may discharge its indemnification obligation by making payments on behalf of Indemnitee directly to the parties to whom such Expenses or settlement amounts are owed by Indemnitee. Notwithstanding the foregoing, the Company will also, to the fullest extent

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permitted by Delaware law in effect on the date hereof or as amended to increase the scope of permitted indemnification, indemnify, reimburse and pay Indemnitee for Expenses incurred in seeking to enforce, interpret or construe an indemnification, reimbursement or payment right under the Company’s or any subsidiary’s certificate of incorporation or bylaws, the Company’s Indemnification Policy, any other agreement to which Indemnitee and the Company or any of its subsidiaries are party, any vote of stockholders or directors of the Company or any of its subsidiaries, the DGCL, any other applicable law or any liability insurance policy.

Section 3. Expenses. Upon receipt by the Company of an Undertaking, the Company shall pay or reimburse Expenses incurred by Indemnitee in connection with a Proceeding, any action or proceeding contemplated by the last sentence of Section 2 of this Agreement and any determination contemplated by Section 5 of this Agreement, in each case in advance of its final disposition. The Company shall not impose other conditions to advancement and shall not seek or agree to any order that would prohibit Indemnitee from enforcing such right to advancement. Such payment shall be made within thirty (30) days after the receipt by the Company of a written request from Indemnitee requesting reimbursement or payment of such Expenses. Such request shall reasonably evidence the Expenses incurred by Indemnitee. The burden of proving that the Company is not liable for reimbursement or payment of Expenses shall be on the Company.

Section 4. Limitations. The Company shall not indemnify Indemnitee (1) if such indemnification or payment would constitute a “prohibited indemnification payment” under the FDIC Regulations or any other applicable laws, rules or regulations, (2) for an accounting of profits arising from the purchase and sale by the Indemnitee of securities under Section 16(b) of the Securities Exchange Act of 1934, as amended or (3) for violations of Federal or state insider trading laws, unless, in each such case, Indemnitee has been successful on the merits, received the Company’s written consent prior to incurring an Expense or, after receiving the Company’s written consent to incurring the cost of settlement, settled the Proceeding. This Section 4 shall not limit the Company’s obligation to advance Expenses to Indemnitee pursuant to Section 3 of this Agreement.

Section 5. Standard of Conduct. No claim for indemnification shall be paid by the Company unless it has been determined that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, which is the standard of conduct set forth in Section 145 of the DGCL (as such, the “Standard of Conduct”, with such Standard of Conduct to be automatically revised to conform to any successor provision of the DGCL that is more favorable to Indemnitee) except that no indemnification shall be made with respect to any Proceeding by or in right of the Company as to which the Indemnitee shall have been adjudged to be liable to the Company, except as determined by the court or other tribunal adjudicating the Proceeding. Unless (1) a Change of Control (as defined in Section 1 of this Agreement) shall have occurred, or (2) ordered by a court or other tribunal, such determinations of whether the Standard of Conduct has been satisfied shall be made by (A) a majority vote of the directors of the Company who are not parties to the Proceeding, even though less than a quorum, or (B) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (C)

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if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (D) by stockholders of the Company. If a Change of Control has occurred, such determination of whether the Standard of Conduct has been satisfied shall be made by independent legal counsel in a written opinion to the Company and Indemnitee. Such independent legal counsel shall be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). The Company shall pay the fees and expenses of the independent legal counsel and indemnify the independent legal counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to its engagement and shall indemnify, reimburse and pay Indemnitee for Expenses incurred in connection with such determination. Indemnitee shall be deemed to have met the Standard of Conduct if the determination is not made by the Company within sixty days of receipt by the General Counsel of a written request by Indemnitee for indemnity. If the Indemnitee has been determined not to have met the Standard of Conduct, Indemnitee may commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and agrees to appear in any such proceeding. Any determination under this Section 5 otherwise shall be conclusive and binding on the Company and Indemnitee. In no event shall a determination be a prerequisite to or affect the Company’s obligation to advance Expenses to Indemnitee pursuant to Section 3 of this Agreement.

Section 6. Contribution. If the full indemnification and payment or reimbursement of Expenses provided by this Agreement may not be paid to Indemnitee because it has been finally adjudicated that such indemnification or payment or reimbursement of Expenses incurred by Indemnitee is prohibited by Delaware or other law, or if it has been determined as provided above that the Standard of Conduct has not been met, and if and to the extent that Indemnitee is not entitled to coverage under the Company’s directors and officers liability insurance policy, then in respect of any such actual or threatened Proceeding in which the Company or an Affiliated Entity is jointly liable with Indemnitee (or would be if joined in such Proceeding), as determined

(a) if no Change of Control has occurred, by (1) a majority vote of the directors of the Company who are not parties to the Proceeding, even though less than a quorum, or (2) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by stockholders of the Company, or

(b) if a Change of Control has occurred, by independent legal counsel in a written opinion to the Company and Indemnitee (such independent legal counsel to be selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed)),

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the Company shall contribute to the amount of loss, liability or Expenses incurred by Indemnitee in such proportion as appropriate to reflect (i) the relative benefits received by the Company and any Affiliated Entity on the one hand and Indemnitee on the other hand from the transaction from which such Proceeding arose and (ii) the relative fault of the Company, any Affiliated Entity or Unaffiliated Entity, including other persons indemnified by the Company on the one hand, and Indemnitee on the other hand in connection with the events which resulted in such Proceeding, as well as any other relevant equitable considerations. The relative fault of the Company, any Affiliated Entity or Unaffiliated Entity, including other persons indemnified by the Company, on the one hand, and of Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Proceeding. The Company acknowledges that it would not be just and equitable if contribution pursuant to this Section 6 were determined by pro rata allocation or any other method of allocation which does not take into account the foregoing equitable considerations.

Section 7. Defense of Claim. If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Company or an Affiliated Entity, the Company or the Affiliated Entity shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Company or any Affiliated Entity to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Company or any Affiliated Entity to Indemnitee of its assumption of the defense thereof shall be at the expense of Indemnitee and the Company shall not be obligated to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable costs of investigation and reasonable travel and lodging expenses arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified by the Company, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Company that there is a conflict of interest between the Company or any Affiliated Entity and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Company or any Affiliated Entity shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Company. The Company or any Affiliated Entity shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence of this Section 7.

Section 8. Settlement. The Company will not, without the prior written consent of the Indemnitee, which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee unless such settlement solely involves the payment of money by persons other than Indemnitee and includes an unconditional release of Indemnitee from all liability arising from or relating to any matters that are the subject of such Proceeding. The Company shall not be obligated to indemnify Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s prior written consent, which shall not be unreasonably withheld.

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Section 9. Duration of Agreement. This Agreement will be considered to be in effect on the first day of the Indemnitee’s Position or Positions, even if such date occurs prior to the date of this Agreement, and will continue for so long as Indemnitee may be subject to any possible Proceeding by reason of the fact of Indemnitee’s Position or Positions, whether or not Indemnitee ceases to hold such Position or Positions.

Section 10. Confidentiality. Except as required by law or as otherwise becomes public (other than in violation of this Agreement) or as communicated to Indemnitee’s counsel or to Indemnitee’s or the Company’s insurer, in seeking indemnification or reimbursement or payment of Expenses hereunder, Indemnitee agrees to keep confidential any information that arises in connection with this Agreement, including but not limited to, claims for indemnification or payment or reimbursement of Expenses, amounts paid or payable under this Agreement and any communications between the Indemnitee and the Company.

Section 11. Applicability to Other Indemnification Provisions. This Agreement is entered into pursuant to Section 145(f) of the DGCL and to the fullest extent permitted by law shall be in addition to indemnification and reimbursement or payment of Expenses provided by the DGCL. To the fullest extent permitted by law, the Company shall apply this Agreement, which is substantially consistent with the Company’s Amended and Restated Indemnification Policy as in effect on the date hereof, in considering requests for indemnification or reimbursement or payment of Expenses under its Amended and Restated Indemnification Policy, certificate of incorporation, by-laws, or any other agreement or undertaking of the Company or similar constituent documents of an Affiliated Entity that provides rights to indemnification or reimbursement or payment of Expenses (“Alternate Indemnification Provisions”). By entering into this Agreement, the parties agree that if there is an existing Indemnification Agreement by and between Mellon Financial Corporation and Indemnitee which was assumed by the Company by operation of law and pursuant to the 2006 merger agreement entered into by the Company, Mellon Financial Corporation and The Bank of New York Company, Inc., such agreement is hereby terminated insofar as it relates to actions taken by Indemnitee after the execution of this Agreement. For the avoidance of doubt, should there be any differences between the Company’s Indemnification Agreement or its Amended and Restated Indemnification Policy and this Agreement, this Agreement will govern.

Section 12. No Duplication of Payments. The Company shall indemnify and pay or reimburse Expenses of the Indemnitee in accordance with the provisions of this Agreement, provided, however, that the Company shall not be liable under this Agreement to make any payment to Indemnitee under this Agreement to the extent that Indemnitee (i) is otherwise entitled to receive reimbursement or payment of amounts otherwise payable hereunder from an Unaffiliated Entity (including insurance maintained by an Unaffiliated Entity) as a result of Indemnitee’s Position or Positions at or with respect to an Unaffiliated Entity, (ii) receives payment or reimbursement under an insurance policy maintained by the Company or by or out of a fund created by the Company and under the control of a trustee or otherwise, or (iii) receives payment from other sources provided by the Company. If Indemnitee has a right of recovery from an Unaffiliated Entity (including insurance maintained by the Unaffiliated Entity), Indemnitee shall take all actions reasonably necessary to recover payment (or insurance) from

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the Unaffiliated Entity before seeking payment from the Company under this Agreement, including initiating a civil, criminal, administrative or investigative action, suit, proceeding or procedure; provided, however, that to the extent recovery of such payment requires meeting a prior deductible or other financial outlay, such payment or financial outlay shall be deemed to be an Expense hereunder.

Section 13. Insurance. To the extent the Company maintains an insurance policy or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with and subject to its or their terms, to the maximum extent of the coverage available for any member of the Board.

Section 14. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee under any insurance policy or otherwise. Indemnitee shall execute all documents reasonably required and shall do everything reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company to effectively bring suit to enforce such rights.

Section 15. Notice by Indemnitee. Indemnitee shall promptly notify the Company in writing in accordance with Section 21 of this Agreement upon the earlier of (a) becoming aware of a Proceeding where indemnity or reimbursement or payment of Expenses may be sought or (b) receiving or being served with any summons, citation, subpoena, complaint, indictment, information, inquiry or other document relating to any Proceeding which may be subject to indemnification or reimbursement or payment of Expenses covered hereunder. As a condition to indemnification or reimbursement or payment of Expenses, any demand for payment by Indemnitee hereunder shall be in writing.

Section 16. Severability. If any provision of this Agreement shall be held to be invalid, inoperative or unenforceable as applied to any particular Proceeding or in any particular jurisdiction, for any reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other distinguishable Proceeding or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity, inoperability or unenforceability of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect any other remaining part of this Agreement.

Section 17. Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, Indemnitee and Indemnitee’s heirs, personal representatives, executors and administrators and upon the Company and its successors and assigns.

Section 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

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Section 19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 20. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 21. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand, on the date delivered, (ii) mailed by certified or registered mail, with postage prepaid, on the third business day after the date on which it is mailed or (iii) sent by guaranteed overnight courier service, with postage prepaid, on the business day after the date on which it is sent:

(a) If to Indemnitee, to the address set forth on the signature page of this Agreement;

(b) If to the Company, to:

The Bank of New York Mellon

Corporation One Wall Street

New York, NY 10286

Attention: General Counsel

with copies to:

The Bank of New York Mellon Corporation

One Wall Street

New York, NY 10286

Attention: Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 22. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

Section 23. Venue. Any Proceeding relating to or arising from this Agreement, including without limitation, any Proceeding regarding indemnification or reimbursement or payment of Expenses arising out of this Agreement, shall only be brought and heard in the Chancery Court in and for the State of Delaware, and may not be brought in any other judicial forum.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

THE BANK OF NEW YORK MELLON CORPORATION
By:
	[Name]
	[Title]

AGREED TO AND ACCEPTED BY:

Name:	[Insert Name of Indemnitee]
Address:	[Insert Address of Indemnitee]

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EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

The Bank of New York Mellon Corporation

	Quarter ended							Nine months ended
(dollar amounts in millions)	Sept. 30, 2009			June 30, 2009		Sept. 30, 2008		Sept. 30, 2009			Sept. 30, 2008
Earnings
Income from continuing operations before income taxes	$	(3,965	)	$	513	$	265	$	(2,880	)	$	1,995
Fixed charges, excluding interest on deposits		115			133		233		405			761
Income from continuing operations before income taxes and fixed charges, excluding interest on deposits		(3,850	)		646		498		(2,475	)		2,756
Interest on deposits		25			40		429		141			1,515
Income from continuing operations before income taxes and fixed charges including interest on deposits	$	(3,825	)	$	686	$	927	$	(2,334	)	$	4,271
Fixed charges
Interest expense, excluding interest on deposits	$	88		$	105	$	202	$	321		$	672
One-third net rental expense (a)		27			28		31		84			89
Total fixed charges, excluding interest on deposits		115			133		233		405			761
Interest on deposits		25			40		429		141			1,515
Total fixed charges, including interests on deposits	$	140		$	173	$	662	$	546		$	2,276
Earnings to fixed charges ratios
Excluding interest on deposits		(33.50	)		4.85		2.14		(6.10	)		3.62
Including interest on deposits		(27.32	)		3.96		1.40		(4.27	)		1.88

^(a) The proportion deemed representative of the interest factor.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert P. Kelly, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Bank of New York Mellon Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2009

/s/ Robert P. Kelly
Name:	Robert P. Kelly
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Thomas P. Gibbons, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Bank of New York Mellon Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2009

/s/ Thomas P. Gibbons
Name:	Thomas P. Gibbons
Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of The Bank of New York Mellon Corporation (the “company”), hereby certifies, to his knowledge, that the company’s Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: November 6, 2009	/s/ Robert P. Kelly
	Name:	Robert P. Kelly
	Title:	Chief Executive Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of The Bank of New York Mellon Corporation (the “company”), hereby certifies, to his knowledge, that the company’s Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

Dated: November 6, 2009	/s/ Thomas P. Gibbons
	Name:	Thomas P. Gibbons
	Title:	Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.