Bank of New York Mellon (BNY) 10-K risk factor changes: FY2023 vs FY2022

BNY Mellon 7

The Bank of New York Mellon Corporation, a Delaware corporation (NYSE symbol: BK), is a global company headquartered in New York, New York, with [removed: $44.3] [added: $47.8] trillion in assets under custody and/or administration and [removed: $1.8] [added: $2.0] trillion in assets under management as of Dec.

BNY Mellon SA/NV has its principal office in Brussels and branches in Amsterdam, the Netherlands; Copenhagen, Denmark; Dublin, Ireland; Frankfurt, Germany; the City of Luxembourg, Luxembourg; Madrid, Spain; Milan, Italy; [removed: and] Paris, [removed: France.][added: France; and Wroclaw, Poland.]

Our core objective is to empower our teams to do their best work, make unique contributions and build purposeful careers in an [removed: equitable] environment where they are treated with fairness, dignity and respect.

[removed: *Diversity, Equity] [added: *Belonging] and Inclusion*

[removed: Diversity, equity] [added: Belonging] and inclusion is integral to who we are as a company, what our people experience as members of our global team, and how we serve all of our stakeholders.

Our [removed: diversity, equity and inclusion] strategy is not separate, but embedded in [added: the way we do business,] our [removed: business strategy,] operating model, talent experience and client value proposition.

[removed: To increase the diversity of our talent pool, we work] [added: We aim for fair inclusion by working] with professional associations, educational institutions, think tanks and nonprofits to deepen engagement with Black, Hispanic/Latino, Asian, LGBT+, neuro-diverse individuals, people with [removed: disabilities,] [added: disabilities] and talent from other underrepresented backgrounds.

At the end of [removed: 2022,] [added: 2023,] women were 40% of BNY Mellon’s global workforce and [removed: 43%] [added: 44%] of BNY Mellon’s U.S. workforce.

Further, [removed: 38%] [added: 39%] of BNY Mellon’s U.S. workforce were from U.S. underrepresented ethnic and/or racial backgrounds.

At the end of [removed: 2022, 35%] [added: 2023, 40%] of BNY Mellon’s Executive Committee were women and [removed: 20%] [added: 28%] of BNY Mellon’s [added: Executive Committee were from underrepresented ethnic and/or racial backgrounds.]

At the end of [removed: 2022, 36%] [added: 2023, 40%] of our Board of Directors were women and [removed: 36%] [added: 30%] of our Board of Directors was composed of individuals from underrepresented ethnic and/or racial backgrounds.

We recognize that employees seek a supportive, safe and inclusive workplace, and we continually evaluate our employee [removed: engagement and wellbeing programs in an effort to meet those expectations.]

We offer a 401(k) plan for U.S. [removed: employees,] [added: employees] and other defined contribution retirement plans worldwide, where consistent with market practice.

31, [removed: 2022,] [added: 2023,] we had approximately [removed: 43,700] [added: 43,100] participants in our 401(k) plan, including former employees.

In addition, our frozen U.S. defined benefit pension plan covered approximately [removed: 8,100] [added: 7,400] U.S. [removed: participants] [added: participants,] and our non-U.S. defined benefit plans (some frozen) covered approximately [removed: 15,700] [added: 18,000] non-U.S. participants.

[removed: 13,] [added: 31,] 2023.

[removed: This] [added: BK Shares is an] equity grant [removed: will allow] [added: that allows for] eligible employees to become equity owners and share in the Company’s success.

Our programs are designed to provide employees [removed: easy] access to resources to help improve their physical health, emotional resilience, financial wellbeing and social connections.

[removed: We endeavor to promote a collaborative and effective workplace for our people,] while continuing to embrace the concept of flexibility and enhancing our culture and commercial impact.

31, [removed: 2022,] [added: 2023,] BNY Mellon and its subsidiaries had approximately [removed: 51,700] [added: 53,400] full-time employees.

31, [removed: 2022,] [added: 2023,] approximately [removed: 50%] [added: 55%] of our total employees (full-time and part-time employees) were based outside the U.S., with approximately [removed: 10,600] [added: 11,000] employees in Europe, the Middle East and Africa (“EMEA”), approximately [removed: 16,100] [added: 18,400] employees in the Asia-Pacific region (“APAC”) and approximately [removed: 900] [added: 800] employees in other global locations, primarily Brazil.

Our Securities Services and Market and Wealth Services businesses compete with domestic and international financial services firms that offer custody services, corporate trust [added: services, clearing services, collateral management services, credit services, securities brokerage, foreign exchange services, derivatives, depositary receipt services and integrated cash management solutions and related products, as well as a wide range of technology service providers, such as financial services data processing firms.]

Our Investment and Wealth Management business competes with domestic and international investment management and wealth management firms, hedge funds, investment banking companies and other financial [removed: services companies, including trust banks, brokerage firms and insurance companies, as well as a wide range of technology service providers.]

Our ability to continue to compete effectively also depends in large part on our ability to attract new [removed: employees and retain] [added: employees, retain, develop] and motivate our existing employees, [removed: while managing compensation] [added: amid heightened regulatory restrictions] and [removed: other costs.][added: an inflationary environment.]

For additional discussion regarding competition, see “MD&A – Risk Factors – [added: Operational Risk – Our business may be adversely affected if we are unable to attract, retain, develop and motivate employees” and “MD&A – Risk Factors –] Strategic Risk – We are subject to competition in all aspects of our business, which could negatively affect our ability to maintain or increase our profitability” [removed: and “MD&A – Risk Factors – Operational Risk – Our business may be adversely affected if we are unable to attract, retain and motivate employees”] in the Annual Report, which are incorporated herein by reference.

31, 2023.

engagement and wellbeing programs in an effort to meet those expectations.

The Bank of New York Mellon Corporation has provided eligible employees an award of 10 restricted stock units (“RSUs”) or BK Shares.

BNY Mellon fosters a high-performance culture and supports employee work/life balance, while also delivering on our regulatory requirements and business imperatives.

We endeavor to promote a collaborative and effective workplace for our people,

services companies, including trust banks, brokerage firms and insurance companies, as well as a wide range of technology service providers.

31, 2022.

We aim for fair inclusion by using diverse candidate slates, creating gender-neutral job descriptions and involving diverse interview panels.

We embed diversity, equity and inclusion in our talent review processes, succession plans and development objectives to improve promotion readiness and advance and retain talent from all backgrounds.

At the most senior level, our Executive Committee sets diversity, equity and inclusion goals with specific targets to improve senior leader diversity and to increase female representation globally and diverse ethnic and/or racial representation in the U.S. Executive Committee members’ variable compensation is informed by performance against these goals.

Executive Committee were from underrepresented ethnic and/or racial backgrounds.

In December 2022, BNY Mellon announced that it would provide eligible employees an award of 10 restricted stock units (“RSUs”) on Feb.

During the coronavirus pandemic, we quickly transitioned the vast majority of our employees to working from home.

We found new ways of working and collaborating to deliver on our commitments to clients and each other.

Beginning in 2022, we transitioned to a new model which fosters flexibility.

services, clearing services, collateral management services, credit services, securities brokerage, foreign exchange services, derivatives, depositary receipt services and integrated cash management solutions and related products, as well as a wide range of technology service providers, such as financial services data processing firms.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock, $0.01 par value per share, held by non-affiliates of the registrant was [removed: $33,679,182,544.][added: $34,643,425,518.]

As of January 31, [removed: 2023, 804,200,938] [added: 2024, 754,437,391] shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

The Bank of New York Mellon Corporation [removed: 2023] [added: 2024] Proxy Statement – Part III

The Bank of New York Mellon Corporation [removed: 2022] [added: 2023] Annual Report to Shareholders – Parts I, II and IV

This Form 10-K filed by The Bank of New York Mellon Corporation (“BNY Mellon” or the “Company”) with the Securities and Exchange Commission (the “SEC”) contains the Exhibits listed on the Index to Exhibits beginning on page [removed: 15,] [added: 14,] including those portions of BNY Mellon’s [removed: 2022] [added: 2023] Annual Report to Shareholders (the “Annual Report”) which are incorporated herein by reference.

The Annual Report and BNY Mellon’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting (the “Proxy”) will be available on our website at www.bnymellon.com.

- Other regulatory disclosures, including: Pillar 3 Disclosures (and Market Risk Disclosure contained therein); Liquidity Coverage Ratio Disclosures; [added: Net Stable Funding Ratio Disclosures;] Federal Financial Institutions Examination Council – Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices; Consolidated Financial Statements for Bank Holding Companies; and the Dodd-Frank Act Stress Test Results for BNY Mellon and The Bank of New York Mellon; and

In this Form 10-K, and other public disclosures of BNY Mellon, words, such as “estimate,” “forecast,” “project,” “anticipate,” “likely,” “target,” “expect,” “intend,” “continue,” “seek,” “believe,” “plan,” “goal,” “could,” “should,” “would,” “may,” “might,” “will,” “strategy,” “synergies,” “opportunities,” “trends,” “ambition,” [added: “aspiration,”] “objective,” “aim,” “future,” “potentially,” “outlook” and words of similar meaning, may signify forward-looking statements.

These include statements about the usefulness of Non-GAAP measures, the future results of BNY Mellon, our businesses, financial, liquidity and capital condition, results of operations, liquidity, risk and capital management and processes, goals, strategies, outlook, objectives, expectations (including those regarding our performance results, expenses, nonperforming assets, products, impacts of currency fluctuations, impacts of securities portfolio repositioning, impacts of trends on our businesses, regulatory, technology, market, economic or accounting developments and the impacts of such developments on our businesses, legal proceedings and other contingencies), human capital management (including related ambitions, objectives, aims and goals), effective tax rate, net interest revenue, estimates (including those regarding expenses, losses inherent in our credit portfolios and capital ratios), intentions (including those regarding our capital returns and expenses, including our investments in technology and pension expense), targets, opportunities, potential actions, growth and [removed: initiatives, including the potential effects of the coronavirus pandemic on any of the foregoing.][added: initiatives.]

[removed: These forward-looking statements, and other forward-looking] [added: By identifying these] statements [removed: contained] in [removed: other public disclosures of BNY Mellon (including those incorporated into] this [removed: Form 10-K), are based on assumptions that involve risks and uncertainties and that] [added: manner, we] are [removed: subject] [added: alerting investors] to [removed: change based on various important factors (some of which are beyond BNY Mellon’s control), including those factors described in] the [removed: Annual Report under “Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) – Risk Factors.” Actual] [added: possibility that our actual] results may [removed: differ materially] [added: differ, possibly materially,] from [removed: those] [added: the anticipated results] expressed or implied [added: in these forward-looking statements] as a result of a number of [added: important] factors, including those [removed: discussed] [added: factors described] in the [removed: “Risk Factors” section of our] Annual [removed: Report, such as:][added: Report under “Management’s Discussion and]

- our risk management framework, models and processes may not be effective in identifying or mitigating risk and reducing the potential for [removed: losses;][added: losses and any inadequacy or lapse in our risk management framework, models and processes could expose us to unexpected losses that could materially adversely affect our results of operations or financial condition;]

- a cybersecurity incident, or a failure in our computer systems, networks and information, or those of third parties, could result in the theft, loss, [removed: unauthorized access to,] disclosure, use or alteration of information, [removed: system or network failures,] [added: unauthorized access to] or loss of [removed: access to information.][added: information, or system or network failures.]

- a failure or circumvention of our [removed: controls] [added: controls, policies] and procedures could have a material adverse effect on our business, financial condition, results of operations and reputation;

- we are dependent on fee-based business for a substantial majority of our revenue and our fee-based revenues could be adversely affected by slowing [removed: in] market activity, weak financial markets, underperformance and/or negative trends in savings rates or in investment preferences;

- the failure or perceived weakness of any of our significant clients or counterparties, many of whom are major financial institutions or sovereign entities, and our assumption of credit, counterparty and concentration risk, could expose us to [removed: loss] [added: credit losses] and adversely affect our business;

- the Parent is a non-operating holding company and, as a result, is dependent on dividends from its subsidiaries and extensions of credit from its IHC to meet its obligations, including with respect to its securities, and to provide funds for share [removed: repurchases] [added: repurchases, payment of income taxes] and payment of dividends to its stockholders;

- any material reduction in our credit ratings or the credit ratings of our principal bank subsidiaries, The Bank of New York [removed: Mellon or] [added: Mellon,] BNY Mellon, [removed: N.A.,] [added: N.A. or The Bank of New York Mellon SA/NV,] could increase the cost of funding and borrowing to us and our rated subsidiaries and have a material adverse effect on our business, financial condition and results of operations and on the value of the securities we issue;

- [added: ESG concerns, including] climate [removed: change concerns] [added: change,] could adversely affect our business, affect client activity [removed: levels] [added: levels, subject us to additional regulatory requirements] and damage our reputation;

- impacts from [added: geopolitical events, acts of terrorism,] natural disasters, [added: the physical effects of] climate change, [removed: acts of terrorism, pandemics, global conflicts] [added: pandemics] and other [removed: geopolitical] [added: similar] events may have a negative impact on our business and operations;

Investors should [added: not place undue reliance on any forward-looking statement and should] consider all risk factors discussed in the Annual Report and any subsequent reports filed with the SEC by BNY Mellon pursuant to the Exchange Act.

| Item 1. | | | Business | | | [removed: [5](#i7998971814df44bd8351903e3cb691a9_19)] [added: [5](#i2b5a5c8036304b1c8791ef2a2529ee9e_19)] | | |

| [Item [removed: 1A.](#i7998971814df44bd8351903e3cb691a9_58)] [added: 1A.](#i2b5a5c8036304b1c8791ef2a2529ee9e_31)] | | | [Risk [removed: factors](#i7998971814df44bd8351903e3cb691a9_58)] [added: factors](#i2b5a5c8036304b1c8791ef2a2529ee9e_31)] | | | [removed: [7](#i7998971814df44bd8351903e3cb691a9_58)] [added: [7](#i2b5a5c8036304b1c8791ef2a2529ee9e_31)] | | |

| [Item [removed: 1B.](#i7998971814df44bd8351903e3cb691a9_61)] [added: 1B.](#i2b5a5c8036304b1c8791ef2a2529ee9e_34)] | | | [Unresolved staff [removed: comments](#i7998971814df44bd8351903e3cb691a9_61)] [added: comments](#i2b5a5c8036304b1c8791ef2a2529ee9e_34)] | | | [removed: [8](#i7998971814df44bd8351903e3cb691a9_61)] [added: [7](#i2b5a5c8036304b1c8791ef2a2529ee9e_34)] | | |

| [Item [removed: 2.](#i7998971814df44bd8351903e3cb691a9_64)] [added: 2.](#i2b5a5c8036304b1c8791ef2a2529ee9e_37)] | | | [removed: [Properties](#i7998971814df44bd8351903e3cb691a9_64)] [added: [Properties](#i2b5a5c8036304b1c8791ef2a2529ee9e_37)] | | | [removed: [8](#i7998971814df44bd8351903e3cb691a9_64)] [added: [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_37)] | | |

| [Item [removed: 3.](#i7998971814df44bd8351903e3cb691a9_67)] [added: 3.](#i2b5a5c8036304b1c8791ef2a2529ee9e_40)] | | | [Legal [removed: proceedings](#i7998971814df44bd8351903e3cb691a9_67)] [added: proceedings](#i2b5a5c8036304b1c8791ef2a2529ee9e_40)] | | | [removed: [8](#i7998971814df44bd8351903e3cb691a9_67)] [added: [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_40)] | | |

| [Item [removed: 4.](#i7998971814df44bd8351903e3cb691a9_70)] [added: 4.](#i2b5a5c8036304b1c8791ef2a2529ee9e_43)] | | | [Mine safety [removed: disclosures](#i7998971814df44bd8351903e3cb691a9_70)] [added: disclosures](#i2b5a5c8036304b1c8791ef2a2529ee9e_43)] | | | [removed: [8](#i7998971814df44bd8351903e3cb691a9_70)] [added: [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_43)] | | |

| [Item [removed: 5.](#i7998971814df44bd8351903e3cb691a9_76)] [added: 5.](#i2b5a5c8036304b1c8791ef2a2529ee9e_49)] | | | [Market for registrant’s common equity, related stockholder matters and issuer purchases of equity [removed: securities](#i7998971814df44bd8351903e3cb691a9_76)] [added: securities](#i2b5a5c8036304b1c8791ef2a2529ee9e_49)] | | | [removed: [9](#i7998971814df44bd8351903e3cb691a9_76)] [added: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_49)] | | |

| [Item [removed: 6.](#i7998971814df44bd8351903e3cb691a9_79)] [added: 6.](#i2b5a5c8036304b1c8791ef2a2529ee9e_52)] | | | [removed: [\[Reserved\]](#i7998971814df44bd8351903e3cb691a9_79)] [added: [\[Reserved\]](#i2b5a5c8036304b1c8791ef2a2529ee9e_52)] | | | [removed: [9](#i7998971814df44bd8351903e3cb691a9_79)] [added: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_52)] | | |

| [Item [removed: 7.](#i7998971814df44bd8351903e3cb691a9_82)] [added: 7.](#i2b5a5c8036304b1c8791ef2a2529ee9e_55)] | | | [Management’s discussion and analysis of financial condition and results of [removed: operations](#i7998971814df44bd8351903e3cb691a9_82)] [added: operations](#i2b5a5c8036304b1c8791ef2a2529ee9e_55)] | | | [removed: [9](#i7998971814df44bd8351903e3cb691a9_82)] [added: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_55)] | | |

| [Item [removed: 7A.](#i7998971814df44bd8351903e3cb691a9_85)] [added: 7A.](#i2b5a5c8036304b1c8791ef2a2529ee9e_58)] | | | [Quantitative and qualitative disclosures about market [removed: risk](#i7998971814df44bd8351903e3cb691a9_85)] [added: risk](#i2b5a5c8036304b1c8791ef2a2529ee9e_58)] | | | [removed: [9](#i7998971814df44bd8351903e3cb691a9_85)] [added: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_58)] | | |

| [Item [removed: 8.](#i7998971814df44bd8351903e3cb691a9_88)] [added: 8.](#i2b5a5c8036304b1c8791ef2a2529ee9e_61)] | | | [Financial statements and supplementary [removed: data](#i7998971814df44bd8351903e3cb691a9_88)] [added: data](#i2b5a5c8036304b1c8791ef2a2529ee9e_61)] | | | [removed: [9](#i7998971814df44bd8351903e3cb691a9_88)] [added: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_61)] | | |

| [Item [removed: 9.](#i7998971814df44bd8351903e3cb691a9_91)] [added: 9.](#i2b5a5c8036304b1c8791ef2a2529ee9e_64)] | | | [Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#i7998971814df44bd8351903e3cb691a9_91)] [added: disclosure](#i2b5a5c8036304b1c8791ef2a2529ee9e_64)] | | | [removed: [9](#i7998971814df44bd8351903e3cb691a9_91)] [added: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_64)] | | |

| [Item [removed: 9A.](#i7998971814df44bd8351903e3cb691a9_94)] [added: 9A.](#i2b5a5c8036304b1c8791ef2a2529ee9e_67)] | | | [Controls and [removed: procedures](#i7998971814df44bd8351903e3cb691a9_94)] [added: procedures](#i2b5a5c8036304b1c8791ef2a2529ee9e_67)] | | | [removed: [9](#i7998971814df44bd8351903e3cb691a9_94)] [added: [9](#i2b5a5c8036304b1c8791ef2a2529ee9e_67)] | | |

| [Item [removed: 9B.](#i7998971814df44bd8351903e3cb691a9_97)] [added: 9B.](#i2b5a5c8036304b1c8791ef2a2529ee9e_70)] | | | [Other [removed: information](#i7998971814df44bd8351903e3cb691a9_97)] [added: information](#i2b5a5c8036304b1c8791ef2a2529ee9e_70)] | | | [removed: [10](#i7998971814df44bd8351903e3cb691a9_97)] [added: [10](#i2b5a5c8036304b1c8791ef2a2529ee9e_70)] | | |

| [Item [removed: 9C.](#i7998971814df44bd8351903e3cb691a9_100)] [added: 9C.](#i2b5a5c8036304b1c8791ef2a2529ee9e_73)] | | | [Disclosure regarding foreign jurisdictions that prevent [removed: inspections](#i7998971814df44bd8351903e3cb691a9_100)] [added: inspections](#i2b5a5c8036304b1c8791ef2a2529ee9e_73)] | | | [removed: [10](#i7998971814df44bd8351903e3cb691a9_100)] [added: [10](#i2b5a5c8036304b1c8791ef2a2529ee9e_73)] | | |

| [Item [removed: 10.](#i7998971814df44bd8351903e3cb691a9_106)] [added: 10.](#i2b5a5c8036304b1c8791ef2a2529ee9e_79)] | | | [Directors, executive officers and corporate [removed: governance](#i7998971814df44bd8351903e3cb691a9_106)] [added: governance](#i2b5a5c8036304b1c8791ef2a2529ee9e_79)] | | | [removed: [11](#i7998971814df44bd8351903e3cb691a9_106)] [added: [11](#i2b5a5c8036304b1c8791ef2a2529ee9e_79)] | | |

| [Item [removed: 11.](#i7998971814df44bd8351903e3cb691a9_109)] [added: 11.](#i2b5a5c8036304b1c8791ef2a2529ee9e_82)] | | | [Executive [removed: compensation](#i7998971814df44bd8351903e3cb691a9_109)] [added: compensation](#i2b5a5c8036304b1c8791ef2a2529ee9e_82)] | | | [removed: [13](#i7998971814df44bd8351903e3cb691a9_109)] [added: [12](#i2b5a5c8036304b1c8791ef2a2529ee9e_82)] | | |

| [Item [removed: 12.](#i7998971814df44bd8351903e3cb691a9_112)] [added: 12.](#i2b5a5c8036304b1c8791ef2a2529ee9e_85)] | | | [Security ownership of certain beneficial owners and management and related stockholder [removed: matters](#i7998971814df44bd8351903e3cb691a9_112)] [added: matters](#i2b5a5c8036304b1c8791ef2a2529ee9e_85)] | | | [removed: [13](#i7998971814df44bd8351903e3cb691a9_112)] [added: [12](#i2b5a5c8036304b1c8791ef2a2529ee9e_85)] | | |

| [Item [removed: 13.](#i7998971814df44bd8351903e3cb691a9_115)] [added: 13.](#i2b5a5c8036304b1c8791ef2a2529ee9e_88)] | | | [Certain relationships and related transactions, and director [removed: independence](#i7998971814df44bd8351903e3cb691a9_115)] [added: independence](#i2b5a5c8036304b1c8791ef2a2529ee9e_88)] | | | [removed: [13](#i7998971814df44bd8351903e3cb691a9_115)] [added: [12](#i2b5a5c8036304b1c8791ef2a2529ee9e_88)] | | |

These forward-looking statements, and other forward-looking statements contained in other public disclosures of BNY Mellon (including those incorporated into this Form 10-K), are not guarantees of future results or occurrences, are inherently uncertain and are based upon current beliefs and expectations of future events, many of which are, by their nature, difficult to predict, outside of our control and subject to change.

Analysis of Financial Condition and Results of Operations (“MD&A”) – Risk Factors,” such as:

- reform of interest rate benchmarks and the use of alternative reference rates by us and our clients could adversely affect our business, financial condition and results of operations;

| Item 1C. | | | Cybersecurity | | | [8](#i2b5a5c8036304b1c8791ef2a2529ee9e_977) | | |

| [Index to exhibits](#i2b5a5c8036304b1c8791ef2a2529ee9e_103) | | | | | | [14](#i2b5a5c8036304b1c8791ef2a2529ee9e_103) | | |

| [Signatures](#i2b5a5c8036304b1c8791ef2a2529ee9e_106) | | | | | | [20](#i2b5a5c8036304b1c8791ef2a2529ee9e_106) | | |

- transitions away from and the replacement of LIBOR and other IBORs could adversely impact our business, financial condition and results of operations;

| [Index to exhibits](#i7998971814df44bd8351903e3cb691a9_130) | | | | | | [15](#i7998971814df44bd8351903e3cb691a9_130) | | |

| [Signatures](#i7998971814df44bd8351903e3cb691a9_133) | | | | | | [22](#i7998971814df44bd8351903e3cb691a9_133) | | |

BNY Mellon 7

The information required by this Item is set forth in the “MD&A – Cybersecurity” section in the Annual Report, which is incorporated herein by reference.

We have additional offices and commercial space in the U.S. and elsewhere in the Americas, primarily Brazil and Canada, which together consist of approximately [removed: 5.7] [added: 5.0] million square feet of leased and owned space.

In the EMEA region, we have offices that total approximately [removed: 1.1] [added: 1.3] million square feet of leased and owned [removed: space] [added: space,] and we have [removed: 1.5] [added: 1.4] million square feet of leased space in the APAC region.

In the preceding paragraphs, square footage figures do not include excess space that has been [added: vacated and/or] subleased to third parties.

31, [removed: 2023,] [added: 2024,] there were [removed: 22,256] [added: 21,154] holders of record of our common stock.

Reference is made to Item 15 on page [removed: 14] [added: 13] hereof for a detailed listing of the items under Exhibits and Financial Statements, which are incorporated herein by reference.

31, [removed: 2022,] [added: 2023,] 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 Rule 13a-15(e) of the Exchange Act.

There have not been any changes in our internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act during the fourth quarter of [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See “Report of Management on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” on pages [removed: 113] [added: 121] and [removed: 114] [added: 122] of the Annual Report, each of which is incorporated herein by reference.

(a) On Feb.

23, 2024, the Human Resources and Compensation Committee of the Board of Directors of The Bank of New York Mellon Corporation (the “Corporation”) amended and restated the Executive Severance Plan (the “ESP”), effective March 1, 2024.

The ESP maintains the same severance components and

formula.

Updates are to the “Pro-Rata Annual Incentive Award” that is provided under the ESP for the year of termination that is revised to include eligibility for a full pro-rated amount of such award (cash and deferred), to align the ESP’s definition of “Cause” with the definition for such term in the participant’s most recently granted equity award agreement, and to effectuate certain other changes.

The foregoing summary of the amendments is qualified in its entirety by reference to the amended and restated ESP, which is filed herewith as Exhibit 10.30 and incorporated herein by reference.

(b) Certain of our officers or directors have made elections to participate in, and are participating in, our dividend reinvestment plan, employee stock purchase plan and 401(k) plan, and have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of stock awards, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Not applicable.

| [removed: Bridget E. Engle] [added: Hanneke Smits] | | | [removed: 59] [added: 57] | | | Ms. [removed: Engle] [added: Smits] has served as Senior Executive Vice President and [added: Global] Head of [removed: Operations and Technology of] [added: Investment Management at] BNY Mellon since [removed: August] [added: October] 2020 and served as [removed: Senior Executive Vice President and] [added: the] Chief [removed: Information] [added: Executive] Officer [added: of Newton Investment Management] from [removed: June 2017 to] August [added: 2016 to September] 2020. | | |

| [removed: Hani A. Kablawi] [added: Roman Regelman] | | | [removed: 54] [added: 52] | | | Mr. [removed: Kablawi] [added: Regelman] has served as Senior Executive Vice President and [removed: Chairman] [added: Global Head] of [removed: International] [added: Securities Services and Digital] of BNY Mellon since [removed: January 2020 and was Senior] [added: April 2023. Mr. Regelman previously served as Chief] Executive [removed: Vice President and Chairman] [added: Officer] of [removed: EMEA] [added: Asset Servicing, Issuer Services] and [added: Digital from April 2022 to April 2023 and] Chief Executive Officer of [removed: Global] Asset Servicing [added: and Head of Digital] from January [added: 2020 to April 2022. From September] 2018 to January [removed: 2020 and Chief] [added: 2020, Mr. Regelman served as Senior] Executive [removed: Officer] [added: Vice President and Head] of [removed: EMEA Investment Services from July 2016 to January 2018.] [added: Digital.] | | |

| Catherine Keating | | | [removed: 61] [added: 62] | | | Ms. Keating has served as Senior Executive Vice President and [removed: Chief Executive Officer] [added: Global Head] of Wealth Management at BNY Mellon since July 2018. From February 2015 to June 2018, Ms. Keating was the Chief Executive Officer of Commonfund. | | |

| Senthil Kumar | | | [removed: 57] [added: 58] | | | Mr. Kumar has served as Senior Executive Vice President and Chief Risk Officer of BNY Mellon since July 2019. Mr. Kumar served as Chief Risk Officer of the Institutional Clients Group at Citigroup Inc. from April 2014 to June 2019. | | |

| Kurtis R. Kurimsky | | | [removed: 49] [added: 50] | | | Mr. Kurimsky has served as Vice President and Controller of BNY Mellon since July 2015. | | |

| J. Kevin McCarthy | | | [removed: 58] [added: 59] | | | Mr. McCarthy has served as Senior Executive Vice President and General Counsel of BNY Mellon since April 2014. | | |

| Dermot McDonogh | | | [removed: 57] [added: 58] | | | Mr. McDonogh has served as Senior Executive Vice President of BNY Mellon since October 2022 and as Chief Financial Officer of BNY Mellon since February 2023. From 2015 to July 2022, Mr. McDonogh served as the [removed: chief operating officer] [added: Chief Operating Officer] of the Europe, Middle East, and Africa region for Goldman Sachs International and as the [removed: chief executive officer] [added: Chief Executive Officer] of Goldman Sachs International Bank. | | |

| Robin Vince | | | [removed: 51] [added: 52] | | | Mr. Vince has served as President and Chief Executive Officer of BNY Mellon since [removed: August] [added: September] 2022, and as President and Chief Executive Officer-Elect from March 2022 until [removed: August] [added: September] 2022. Previously, [removed: he] [added: Mr. Vince] was Vice Chair and Chief Executive Officer of Global Market Infrastructure at BNY Mellon since October 2020. From 1994 until September 2020, Mr. Vince worked at Goldman Sachs, most recently as Chief Risk Officer and a member of the Management Committee. | | |

| Jayee Koffey | | | 43 | | | Ms. Koffey has served as Senior Executive Vice President, Global Head of Enterprise Execution and Chief Corporate Affairs Officer since February 2023. Ms. Koffey served as Head of the Executive Office and Company Chief of Staff from August 2022 to February 2023. Previously, from 2011 to July 2022, Ms. Koffey worked at The Goldman Sachs Group, Inc., most recently as Chief Enterprise Risk Officer. | | |

| | | | | | | | | |

| Jolen Anderson | | | 44 | | | Ms. Anderson has served as Senior Executive Vice President and Global Head of Human Resources of BNY Mellon since September 2019. From 2014 to September 2019, Ms. Anderson served as Senior Vice President, Chief Diversity Officer and Chief Counsel, Employment and Social Responsibility, for Visa Inc. | | |

| Emily Portney | | | 51 | | | Ms. Portney has served as Senior Executive Vice President and Chief Executive Officer of Asset Servicing of BNY Mellon since February 2023. Ms. Portney served as Senior Executive Vice President and Chief Financial Officer of BNY Mellon from July 2020 until February 2023. From October 2018 to July 2020, she served as Global Head of Asset Servicing client management, sales and service and Head of the Americas region. Ms. Portney was the Chief Financial Officer of Barclays International from September 2016 to May 2018. | | |

| Roman Regelman | | | 51 | | | Mr. Regelman has served as Senior Executive Vice President, Chief Executive Officer of Asset Servicing, Issuer Services and Digital of BNY Mellon since April 2022 and previously served as Chief Executive Officer of Asset Servicing and Head of Digital from January 2020 to April 2022. From September 2018 to January 2020, he served as Senior Executive Vice President and Head of Digital. | | |

| Akash Shah | | | 37 | | | Mr. Shah has served as Senior Executive Vice President and Chief Growth Officer at BNY Mellon since July 2021. Mr. Shah served as Senior Executive Vice President and Head of Strategy and Global Client Management from January 2020 until July 2021 and as Senior Executive Vice President and Head of Strategy from July 2018 to December 2019. From 2006 to July 2018, Mr. Shah worked at McKinsey & Company, most recently as a partner and co-head of the Capital Markets & Investment Banking practice. | | |

| Hanneke Smits | | | 56 | | | Ms. Smits has served as Senior Executive Vice President and Chief Executive Officer of Investment Management at BNY Mellon since October 2020 and served as the Chief Executive Officer of Newton Investment Management from August 2016 to September 2020. | | |

12 BNY Mellon

The information required by this Item is included in the Proxy in the following section: “Item [removed: 4] [added: 3] – Ratification of KPMG LLP,” which is incorporated herein by reference.

[added: 12] BNY Mellon [removed: 13]

| | | | Consolidated Income Statement | | | [removed: 116-117] [added: 124-125] | | |

| | | | Consolidated Comprehensive Income Statement | | | [removed: 118] [added: 126] | | |

| | | | Consolidated Balance Sheet | | | [removed: 119] [added: 127] | | |

| | | | Consolidated Statement of Cash Flows | | | [removed: 120] [added: 128] | | |

| | | | Consolidated Statement of Changes in Equity | | | [removed: 121-122] [added: 129-130] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: 123-195] [added: 131-203] | | |

| | | | Report of Independent Registered Public Accounting Firm | | | [removed: 196] [added: 204] | | |

(b) The exhibits listed on the Index to Exhibits on pages [removed: 15] [added: 14] through [removed: 21] [added: 19] hereof are incorporated by reference or filed or furnished herewith in response to this Item.

| [removed: 3.4] [added: 3.5] | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series [removed: D] [added: G] Noncumulative Perpetual Preferred Stock, dated May [removed: 16, 2013.] [added: 15, 2020.] | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on May [removed: 16, 2013,] [added: 19, 2020] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312513224335/d540059dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312520146157/d932020dex31.htm)] | | |

| [removed: 3.5] [added: 3.4] | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series F Noncumulative Perpetual Preferred Stock, dated July 29, 2016. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Aug. 1, 2016, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312516666580/d198504dex31.htm) | | |

| 3.6 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series [removed: G] [added: H] Noncumulative Perpetual Preferred Stock, dated [removed: May 15,] [added: Nov. 2,] 2020. | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on [removed: May 19,] [added: Nov. 3,] 2020 and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312520146157/d932020dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312520284812/d93160dex31.htm)] | | |

| 3.7 | | | | | | | | | Certificate of Designations of The Bank of New York Mellon Corporation with respect to the Series [removed: H] [added: I] Noncumulative Perpetual Preferred Stock, dated Nov. [removed: 2, 2020.] [added: 16, 2021.] | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Nov. [removed: 3, 2020] [added: 18, 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312520284812/d93160dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312521333873/d267321dex31.htm)] | | |

| 3.8 | | | | | | | | | [removed: Certificate of Designations] [added: Amended and Restated By-Laws] of The Bank of New York Mellon [removed: Corporation with respect to the Series I Noncumulative Perpetual Preferred Stock, dated Nov. 16, 2021.] [added: Corporation, as amended and restated on Aug. 8, 2023.] | | | | | | [Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on [removed: Nov. 18, 2021,] [added: Aug. 11, 2023,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312521333873/d267321dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312523210801/d520262dex31.htm)] | | |

| [removed: 3.9] [added: 10.13] | | | [added: *] | | | | | | [removed: Amended and Restated By-Laws of] The Bank of New York Mellon [removed: Corporation,] [added: Corporation Executive Severance Plan,] as amended [removed: and restated] on Feb. 12, 2018. | | | | | | [Previously filed as Exhibit [removed: 3.1] [added: 10.1] to the Company’s Current Report on Form 8-K (File No. 001-35651) as filed with the Commission on Feb. 13, 2018, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312518042628/d390076dex31.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312518042628/d390076dex101.htm)] | | |

| 4.1 | | | | | | | | | None of the instruments defining the rights of holders of long-term debt of the Parent or any of its subsidiaries represented long-term debt in excess of 10% of the total assets of the Company as of Dec. 31, [removed: 2022.] [added: 2023.] The Company hereby agrees to furnish to the Commission, upon request, a copy of any such instrument. | | | | | | N/A | | |

| [removed: 4.2] [added: 10.21] | | | [added: *] | | | | | | [removed: Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act] [added: 2022 Form] of [removed: 1934.] [added: Performance Share Unit Agreement.] | | | | | | [Previously filed as Exhibit [removed: 4.2] [added: 10.2] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-35651) [removed: as filed with] [added: for] the [removed: Commission on Feb. 25,] [added: quarter ended Sept. 30,] 2022, and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000043/form10-k_ex42x4q21.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex102x3q22.htm)] | | |

| 10.1 | | | * | | | | | | [added: Deferred Compensation Plan for Non-Employee Directors of] The Bank of New York Company, Inc. [removed: Excess Benefit Plan as amended through Dec. 8, 1992.] | | | | | | [removed: Previously] [added: [Previously] filed as Exhibit [removed: 10(d)] [added: 10(s)] to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, [removed: 1992,] [added: 1993,] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)] | | |

| 10.2 | | | * | | | | | | Amendment effective as of [removed: Aug. 11,] [added: Nov. 8,] 1994 to [added: Deferred Compensation Plan for Non-Employee Directors of] The Bank of New York Company, Inc. [removed: Excess Benefit Plan.] | | | | | | [Previously filed as Exhibit [removed: 10(g)] [added: 10(z)] to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 1994, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt) | | |

| 10.3 | | | * | | | | | | Amendment effective [removed: as of Nov. 1, 1995] [added: Feb. 11, 1997] to [added: Deferred Compensation Plan for Non-Employee Directors of] The Bank of New York Company, Inc. [removed: Excess Benefit Plan.] | | | | | | [Previously filed as Exhibit [removed: 10(i)] [added: 10(j)] to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, [removed: 1995,] [added: 1996,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-96-000011.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-96-000011.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)] | | |

| [removed: 10.4] [added: 10.5] | | | * | | | | | | Amendment effective as of [removed: July 1, 1996] [added: Nov. 12, 2002] to [added: Deferred Compensation Plan for Non-Employee Directors of] The Bank of New York Company, Inc. [removed: Excess Benefit Plan.] | | | | | | [Previously filed as Exhibit [removed: 10(kk)] [added: 10(yy)] to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, [removed: 1999,] [added: 2003,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/000000962600000016/0000009626-00-000016.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/000000962600000016/0000009626-00-000016.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm)[ ](http://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm)] | | |

| [removed: 10.5] [added: 10.10] | | | * | | | | | | The Bank of New York [removed: Company, Inc. Supplemental Executive Retirement Plan.] [added: Mellon Corporation Defined Contribution IRC 401(a)(17) Plan (as amended and restated).] | | | | | | [removed: Previously] [added: [Previously] filed as Exhibit [removed: 10(n)] [added: 10.69] to [removed: The Bank of New York Company, Inc.’s] [added: the Company’s] Annual Report on Form 10-K (File No. [removed: 001-06152)] [added: 001-35651)] for the year ended Dec. 31, [removed: 1992,] [added: 2015,] and incorporated herein by [removed: reference.] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000204/bk4q201510-kex1069.htm)] | | |

| [removed: 10.6] [added: 10.4] | | | * | | | | | | Amendment [removed: effective as of March 9, 1993] to [added: Deferred Compensation Plan for Non-Employee Directors of] The Bank of New York Company, Inc. [removed: Supplemental Executive Retirement Plan.] [added: effective as of July 11, 2000.] | | | | | | [Previously filed as Exhibit [removed: 10(k)] [added: 10(d)] to The Bank of New York Company, Inc.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-06152) for the [removed: year] [added: quarter] ended [removed: Dec. 31, 1993,] [added: Sept. 30, 2000,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)] | | |

| [removed: 10.7] [added: 10.6] | | | * | | | | | | [removed: Amendment effective as of Oct. 11, 1994 to] The Bank of New York [removed: Company, Inc. Supplemental Executive Retirement Plan.] [added: Mellon Corporation Deferred Compensation Plan for Directors, effective Jan. 1, 2008.] | | | | | | [Previously filed as Exhibit [removed: 10(o)] [added: 10.71] to [removed: The Bank of New York Company, Inc.’s] [added: the Company’s] Annual Report on Form 10-K (File No. [removed: 001-06152)] [added: 000-52710)] for the year ended Dec. 31, [removed: 1994,] [added: 2007,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)[ ](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)] | | |

| [removed: 10.8] [added: 10.18] | | | * | | | | | | [removed: Amendment effective as of July 1, 1996 to] [added: Letter Agreement, dated Aug. 19, 2020, between] The Bank of New York [removed: Company, Inc. Supplemental Executive Retirement Plan.] [added: Mellon Corporation and Robin Vince.] | | | | | | [Previously filed as Exhibit [removed: 10(a)] [added: 10.49] to [removed: The Bank of New York Company, Inc.’s] [added: the Company’s] Annual Report on Form 10-K (File No. [removed: 001-06152)] [added: 001-35651)] for the year ended Dec. 31, [removed: 1996,] [added: 2020,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000037/form10-k_ex1049x4q20.htm)] | | |

| [removed: 10.9] [added: 10.15] | | | * | | | | | | [removed: Amendment effective as of Nov. 12, 1996 to] The Bank of New York [removed: Company, Inc. Supplemental] [added: Mellon Corporation 2019] Executive [removed: Retirement] [added: Incentive Compensation] Plan. | | | | | | [Previously filed as Exhibit [removed: 10(b)] [added: 10.1] to [removed: The Bank of New York Company, Inc.’s Annual] [added: the Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. [removed: 001-06152)] [added: 001-35651)] for the [removed: year] [added: quarter] ended [removed: Dec. 31, 1996,] [added: Sept. 30, 2019,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000104/form10-qex1013q19.htm)] | | |

| [removed: 10.10] [added: 10.12] | | | * | | | | | | [removed: Amendment effective as] [added: Form] of [removed: July 11, 2000 to] [added: Amended and Restated Indemnification Agreement with Executive Officers of] The Bank of New York [removed: Company, Inc. Supplemental Executive Retirement Plan.] [added: Mellon Corporation.] | | | | | | [Previously filed as Exhibit [removed: 10(e)] [added: 10.2] to [removed: The Bank of New York Company, Inc.’s] [added: the Company’s] Quarterly Report on Form 10-Q (File No. [removed: 001-06152)] [added: 001-35651)] for the quarter ended [removed: Sept.] [added: June] 30, [removed: 2000,] [added: 2016,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0006.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0006.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex102.htm)] | | |

| [removed: 10.11] [added: 10.23] | | | * | | | | | | [removed: Amendment effective as of Feb. 13, 2001] [added: Amendment, dated Aug. 30, 2022,] to [added: Letter Agreement between] The Bank of New York [removed: Company, Inc. Supplemental Executive Retirement Plan.] [added: Mellon Corporation and Robin Vince.] | | | | | | [Previously filed as Exhibit [removed: 10(ggg) to The Bank of New York Company, Inc.’s Annual Report] [added: 10.](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[42](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [to the Company’s](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [Annual](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [Report] on Form [removed: 10-K (File] [added: 10-](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[K](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [(File] No. [removed: 001-06152)] [added: 001-35651)] for [removed: the year ended Dec. 31, 2000,] [added: the](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [year](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [ended](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm) [Dec](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[. 3](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[1](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)[, 2022,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/000000962601000009/0000009626-01-000009-0003.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)] | | |

| [removed: 10.13] [added: 10.7] | | | * | | | | | | [removed: Deferred Compensation Plan for Non-Employee Directors of] The Bank of New York [removed: Company, Inc.] [added: Mellon Corporation Deferred Compensation Plan for Employees.] | | | | | | [Previously filed as Exhibit [removed: 10(s)] [added: 4.4] to [removed: The Bank of New York Company, Inc.’s Annual Report on] [added: the Company’s] Form [removed: 10-K] [added: S-8] (File No. [removed: 001-06152) for the year ended Dec. 31, 1993,] [added: 333-149473) filed on Feb. 29, 2008,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-94-000004.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508043643/dex44.htm)] | | |

| [removed: 10.14] [added: 10.8] | | | * | | | | | | [removed: Amendment effective as] [added: Form] of [removed: Nov. 8, 1994 to Deferred Compensation] [added: Long-Term Incentive] Plan [added: Deferred Stock Unit Agreement] for [removed: Non-Employee] Directors of The Bank of New York [removed: Company, Inc.] [added: Mellon Corporation.] | | | | | | [Previously filed as Exhibit [removed: 10(z)] [added: 10.1] to [removed: The Bank of New York Company, Inc.’s Annual] [added: the Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. [removed: 001-06152)] [added: 000-52710)] for the [removed: year] [added: quarter] ended [removed: Dec. 31, 1994,] [added: June 30, 2008,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-95-000004.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508171298/dex101.htm)] | | |

| [removed: 10.15] [added: 10.11] | | | * | | | | | | [removed: Amendment effective Feb. 11, 1997 to Deferred Compensation Plan for Non-Employee] [added: Form of Amended and Restated Indemnification Agreement with] Directors of The Bank of New York [removed: Company, Inc.] [added: Mellon Corporation.] | | | | | | [Previously filed as Exhibit [removed: 10(j)] [added: 10.1] to [removed: The Bank of New York Company, Inc.’s Annual] [added: the Company’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. [removed: 001-06152)] [added: 001-35651)] for the [removed: year] [added: quarter] ended [removed: Dec. 31, 1996,] [added: June 30, 2016,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/0000009626-97-000003.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex101.htm)] | | |

| 10.16 | | | * | | | | | | [removed: Amendment to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. effective as] [added: 2020 Form] of [removed: July 11, 2000.] [added: Performance Share Unit Agreement.] | | | | | | [Previously filed as Exhibit [removed: 10(d)] [added: 10.1] to [removed: The Bank of New York Company, Inc.’s] [added: the Company’s] Quarterly Report on Form 10-Q (File No. [removed: 001-06152)] [added: 001-35651)] for the quarter ended Sept. 30, [removed: 2000,] [added: 2020,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)[ ](http://www.sec.gov/Archives/edgar/data/9626/000000962600000070/0000009626-00-000070-0005.txt)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1013q20.htm)] | | |

| [removed: 10.18] [added: 10.9] | | | * | | | | | | The Bank of New York Mellon Corporation [removed: Deferred Compensation Plan for Directors,] [added: Policy Regarding Shareholder Approval of Future Senior Officers Severance Arrangements,] effective [removed: Jan. 1, 2008.] [added: July 12, 2010.] | | | | | | [Previously filed as Exhibit [removed: 10.71] [added: 99.3] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] (File No. 000-52710) [removed: for] [added: as filed with] the [removed: year ended Dec. 31, 2007,] [added: Commission on July 16, 2010,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)[ ](http://www.sec.gov/Archives/edgar/data/1390777/000119312508041952/dex1071.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312510160269/dex993.htm)] | | |

| 10.20 | | | * | | | | | | [added: 2021] Form of [removed: Long Term Incentive Plan Deferred] [added: Restricted] Stock Unit [removed: Agreement for Directors of The Bank of New York Mellon Corporation.] [added: Agreement.] | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. [removed: 000-52710)] [added: 001-35651)] for the quarter ended June 30, [removed: 2008,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508171298/dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex101x2q21.htm)] | | |

| [removed: 10.25] [added: 10.17] | | | * | | | | | | [removed: The Bank] [added: 2020 Form] of [removed: New York Mellon Corporation Defined Contribution IRC 401(a)(17) Plan (as amended and restated).] [added: Restricted Stock Unit Agreement.] | | | | | | [Previously filed as Exhibit [removed: 10.69] [added: 10.2] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-35651) for the [removed: year] [added: quarter] ended [removed: Dec. 31, 2015,] [added: Sept. 30, 2020,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000204/bk4q201510-kex1069.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1023q20.htm)] | | |

| 10.26 | | | * | | | | | | [removed: Amendment effective as of June 30, 2015 to The Bank] [added: 2023 Form] of [removed: New York Company, Inc. Excess Benefit Plan.] [added: Performance Share Unit Agreement.] | | | | | | [Previously filed as Exhibit [removed: 10.70] [added: 10.2] to the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] (File No. 001-35651) for the [removed: year] [added: quarter] ended [removed: Dec.] [added: March.] 31, [removed: 2015,] [added: 2023,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000204/bk4q201510-kex1070.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000046/form10-q_ex102x1q23.htm)] | | |

| 10.27 | | | * | | | | | | [added: 2023] Form of [removed: Amended and Restated Indemnification Agreement with Directors of The Bank of New York Mellon Corporation.] [added: Restricted Stock Unit Agreement.] | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended [removed: June 30, 2016,] [added: March 31, 2023,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077723000046/form10-q_ex101x1q23.htm)] | | |

| [removed: 10.28] [added: 10.19] | | | * | | | | | | [added: 2021] Form of [removed: Amended and Restated Indemnification Agreement with Executive Officers of The Bank of New York Mellon Corporation.] [added: Performance Share Unit Agreement.] | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, [removed: 2016,] [added: 2021,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077716000246/bk2q201610-qex102.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex102x2q21.htm)] | | |

| [removed: 10.29] [added: 10.22] | | | * | | | | | | [removed: The Bank] [added: 2022 Form] of [removed: New York Mellon Corporation Executive Severance Plan, as amended on Feb. 12, 2018.] [added: Restricted Stock Unit Agreement.] | | | | | | [Previously filed as Exhibit 10.1 to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 001-35651) [removed: as filed with] [added: for] the [removed: Commission on Feb. 13, 2018,] [added: quarter ended Sept. 30, 2022,] and incorporated herein by [removed: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312518042628/d390076dex101.htm)] [added: reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex101x3q22.htm)] | | |

| [removed: 10.31] [added: 10.14] | | | * | | | | | | The Bank of New York Mellon Corporation 2019 Long-Term Incentive Plan. | | | | | | [Previously filed as Annex C to the Company’s definitive Proxy Statement on Schedule 14A filed on March 8, 2019 and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312519069151/d638623ddef14a.htm#toc638623_34) | | |

| [removed: 10.42] [added: 10.24] | | | * | | | | | | [removed: Amendment, dated Aug. 30, 2022, to Letter Agreement] [added: Gulfstream Aircraft Time Sharing Agreement, entered into as of Jan. 23, 2023, by and] between The Bank of New York Mellon [removed: Corporation] and Robin Vince. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1042x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex1024x4q23.htm)] | | |

| [removed: 10.43] [added: 10.25] | | | * | | | | | | [removed: Gulfstream] [added: Dassault] Aircraft Time Sharing Agreement, entered into as of Jan. 23, 2023, by and between The Bank of New York Mellon and Robin Vince. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1043x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex1025x4q23.htm)] | | |

| 13.1 | | | | | | | | | All portions of The Bank of New York Mellon Corporation [removed: 2022] [added: 2023] Annual Report to Shareholders that are incorporated herein by reference. The remaining portions are furnished for the information of the SEC and are not “filed” as part of this filing. | | | | | | [Filed and furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/bk-20221231_d2.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/bk-20231231_d2.htm)] | | |

| 21.1 | | | | | | | | | Primary subsidiaries of the Company. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex211x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex211x4q23.htm)] | | |

| 23.1 | | | | | | | | | Consent of KPMG LLP. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex231x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex231x4q23.htm)] | | |

| 24.1 | | | | | | | | | Power of Attorney. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex241x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex241x4q23.htm)] | | |

| 31.1 | | | | | | | | | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex311x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex311x4q23.htm)] | | |

| 31.2 | | | | | | | | | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | [Filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex312x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex312x4q23.htm)] | | |

| 32.1 | | | | | | | | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | | | [Furnished [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex321x4q22.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex321x4q23.htm)] | | |

| 4.2 | | | | | | | | | Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | | | | | [Filed](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex42x4q23.htm) [herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex42x4q23.htm) | | |

| 10.28 | | | * | | | | | | 2024 Form of Performance Share Unit Agreement. | | | | | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex1028x4q23.htm) | | |

| 10.29 | | | * | | | | | | 2024 Form of Restricted Stock Unit Agreement. | | | | | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex1029x4q23.htm) | | |

| 10.30 | | | * | | | | | | The Bank of New York Mellon Corporation Executive Severance Plan, as amended and restated effective March 1, 2024. | | | | | | [Filed here](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex1030x4q23.htm)[with.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex1030x4q23.htm) | | |

| 97.1 | | | | | | | | | Recovery of Erroneously Awarded Incentive-Based Compensation Policy. | | | | | | [F](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex971x4q23.htm)[iled herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077724000051/form10-k_ex971x4q23.htm) | | |

| | | |

| --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit | | | | | | | | | Description | | | | | | Method of Filing | | |

| INDEX TO EXHIBITS (continued) | | |

| 10.12 | | | * | | | | | | Amendment effective as of Jan. 1, 2006 to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan. | | | | | | [Previously filed as Exhibit 10(yy) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 2005, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/9626/000119312506041777/dex10yy.htm)[ ](http://www.sec.gov/Archives/edgar/data/9626/000119312506041777/dex10yy.htm) | | |

| 10.17 | | | * | | | | | | Amendment effective as of Nov. 12, 2002 to Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc. | | | | | | [Previously filed as Exhibit 10(yy) to The Bank of New York Company, Inc.’s Annual Report on Form 10-K (File No. 001-06152) for the year ended Dec. 31, 2003, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm)[ ](http://www.sec.gov/Archives/edgar/data/9626/000119312504037461/dex10yy.htm) | | |

| 10.19 | | | * | | | | | | The Bank of New York Mellon Corporation Deferred Compensation Plan for Employees. | | | | | | [Previously filed as Exhibit 4.4 to the Company’s Form S-8 (File No. 333-149473) filed on Feb. 29, 2008, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312508043643/dex44.htm) | | |

| 10.21 | | | * | | | | | | Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan, effective as of Jan. 1, 2009. | | | | | | [Previously filed as Exhibit 10.156 to the Company’s Annual Report on Form 10-K (File No. 000-52710) for the year ended Dec. 31, 2008, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312509041050/dex10156.htm) | | |

| 10.22 | | | * | | | | | | Amendment to The Bank of New York Company, Inc. Excess Benefit Plan, effective as of Jan. 1, 2009. | | | | | | [Previously filed as Exhibit 10.158 to the Company’s Annual Report on Form 10-K (File No. 000-52710) for the year ended Dec. 31, 2008, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312509041050/dex10158.htm) | | |

| 10.23 | | | * | | | | | | The Bank of New York Mellon Corporation Policy Regarding Shareholder Approval of Future Senior Officers Severance Arrangements, effective July 12, 2010. | | | | | | [Previously filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K (File No. 000-52710) as filed with the Commission on July 16, 2010, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000119312510160269/dex993.htm) | | |

| 10.24 | | | * | | | | | | Amendment to The Bank of New York Company, Inc. Supplemental Executive Retirement Plan, effective as of Dec. 31, 2014. | | | | | | [Previously filed as Exhibit 10.76 to BNY Mellon’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2014, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000162828015001194/bkq4201410-kex1076.htm) | | |

| 10.30 | | | * | | | | | | Amendment effective as of Nov. 1, 2018 to The Bank of New York Company, Inc. Excess Benefit Plan. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, 2018, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077718000129/form10-q_ex101x3q18.htm) | | |

| 10.32 | | | * | | | | | | 2019 Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000080/form10-qex1012q19.htm) | | |

| 10.33 | | | * | | | | | | 2019 Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000080/form10-qex1022q19.htm) | | |

| 10.34 | | | * | | | | | | The Bank of New York Mellon Corporation 2019 Executive Incentive Compensation Plan. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, 2019, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077719000104/form10-qex1013q19.htm) | | |

| 10.35 | | | * | | | | | | 2020 Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1013q20.htm) | | |

| 10.36 | | | * | | | | | | 2020 Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077720000090/form10-qex1023q20.htm) | | |

| 10.37 | | | * | | | | | | Letter Agreement, dated Aug. 19, 2020, between The Bank of New York Mellon Corporation and Robin Vince. | | | | | | [Previously filed as Exhibit 10.49 to the Company’s Annual Report on Form 10-K (File No. 001-35651) for the year ended Dec. 31, 2020, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000037/form10-k_ex1049x4q20.htm) | | |

| 10.38 | | | * | | | | | | 2021 Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2021, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex102x2q21.htm) | | |

| 10.39 | | | * | | | | | | 2021 Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended June 30, 2021, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077721000070/form10-q_ex101x2q21.htm) | | |

| 10.40 | | | * | | | | | | 2022 Form of Performance Share Unit Agreement. | | | | | | [Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, 2022, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex102x3q22.htm) | | |

| 10.41 | | | * | | | | | | 2022 Form of Restricted Stock Unit Agreement. | | | | | | [Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35651) for the quarter ended Sept. 30, 2022, and incorporated herein by reference.](http://www.sec.gov/Archives/edgar/data/1390777/000139077722000101/form10-q_ex101x3q22.htm) | | |

| 10.44 | | | * | | | | | | Dassault Aircraft Time Sharing Agreement, entered into as of Jan. 23, 2023, by and between The Bank of New York Mellon and Robin Vince. | | | | | | [Filed herewith.](https://www.sec.gov/Archives/edgar/data/1390777/000139077723000033/form10-k_ex1044x4q22.htm) | | |

22 BNY Mellon