Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

Check the appropriate box:

The Bank of New York Mellon Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF

THE BANK OF NEW YORK MELLON CORPORATION

One Wall Street

New York, New York 10286

The proxy statement describes these items. As of the date of this notice, we have not received notice of any other matters that may be properly presented at the Annual Meeting.

We hope that you are able to attend our Annual Meeting. Whether or not you plan to attend, it is important that you vote your shares at the meeting. To ensure that your shares are voted at the meeting, please promptly complete, sign, date and return your proxy card(s) in the enclosed envelope, or vote by telephone or over the Internet by following the instructions found on the proxy card(s), so that we may vote your shares in accordance with your wishes and so that enough shares are represented to allow us to conduct the business of the Annual Meeting. Mailing your proxy(ies) or voting by telephone or over the Internet does not affect your right to vote in person if you attend the Annual Meeting.

By Order of the Board of Directors,

Arlie R. Nogay

Corporate Secretary

March 16, 2009

Table of Contents

TABLE OF CONTENTS

Table of Contents

THE BANK OF NEW YORK MELLON CORPORATION

One Wall Street

New York, New York 10286

PROXY STATEMENT

Our Board of Directors solicits your proxy for our 2009 Annual Meeting of stockholders to be held on April 14, 2009 at 9:00 a.m. Pittsburgh time at the Omni William Penn located at 530 William Penn Place, Pittsburgh, Pennsylvania 15219, and any adjournment of the meeting, for the purposes set forth in the Notice of Annual Meeting.

Who Can Vote

Only stockholders of record of our common stock at the close of business on February 13, 2009 may vote at the Annual Meeting. On the record date, we had 1,149,400,927 shares of common stock outstanding. You are entitled to one vote for each share of common stock that you owned on the record date. The shares of common stock held in our treasury will not be voted.

We began mailing this proxy statement and the enclosed proxy card on March 16, 2009 to all stockholders entitled to vote at the Annual Meeting. We have enclosed with this proxy statement our 2008 annual report to stockholders. This report contains detailed information about our activities and financial performance in 2008.

What is a Proxy?

A proxy is an authorization to vote your shares. Your proxy gives us authority to vote your shares and tells us how to vote your shares at the Annual Meeting or any adjournment. Three of our officers, who are called “proxies” or “proxy holders” and are named on the proxy card, will vote your shares at the Annual Meeting according to the instructions you give on the proxy card, or by telephone or over the Internet.

Voting Your Shares

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares promptly.

If you are a “stockholder of record” (that is, you hold your shares of our common stock in your own name), you may vote your shares by proxy using any of the following methods:

The telephone and Internet voting procedures set forth on the proxy card are designed to authenticate stockholders’ identities, to allow stockholders to provide their voting instructions and to confirm that their instructions have been properly recorded. If you vote by telephone or over the Internet, you should not return your proxy card.

If you are a “beneficial owner,” also known as a “street name” holder (that is, you hold your shares of our common stock through a broker, bank or other nominee), you will receive voting instructions (including, if your broker, bank or other nominee elects to do so, instructions on how to vote your shares by telephone or over the Internet) from the record holder, and you must follow those instructions in order to have your shares voted at the Annual Meeting.

Depending on how you hold your shares, you may receive more than one proxy card.

Table of Contents

Your vote is important. Whether you vote by mail, telephone or over the Internet, your shares will be voted in accordance with your instructions. If you sign, date and return your proxy card without indicating how you want to vote your shares, the proxy holders will vote your shares in accordance with the following recommendations of the Board of Directors:

In addition, if other matters are properly presented for voting at the Annual Meeting, the proxy holders are also authorized to vote on such matters as they shall determine in their sole discretion. As of the date of this proxy statement, we have not received notice of any other matters that may be properly presented for voting at the Annual Meeting.

Revoking Your Proxy

You may revoke your proxy at any time before it is voted at the Annual Meeting by:

Voting in Person

If you are a registered stockholder or you hold a proxy from a registered stockholder, you may attend the Annual Meeting and vote in person by obtaining and submitting a ballot that will be provided at the meeting.

Quorum and Vote Required for Approval

A quorum is the minimum number of shares required to conduct business at the Annual Meeting. Under our by-laws, to have a quorum, a majority of the outstanding shares of stock entitled to vote at the Annual Meeting must be represented in person or by proxy at the meeting. Abstentions, withhold votes (in the election of

2

Table of Contents

directors) and broker non-votes (which are described below) are counted as present for determining the presence of a quorum. Inspectors of election appointed for the Annual Meeting will tabulate all votes cast in person or by proxy at the Annual Meeting. In the event a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

A “broker non-vote” occurs when a broker, bank or other nominee that holds our common shares for a beneficial owner returns a proxy to us but cannot vote the shares it holds as to a particular matter because it has not received voting instructions from the beneficial owner and the matter to be voted on is not “routine” under the rules of the New York Stock Exchange, which we refer to as the “NYSE rules.” The NYSE rules allow brokers, banks and other nominees to vote shares held by them on matters that the NYSE determines to be routine, even though the broker, bank or nominee has not received instructions from the beneficial owner of the shares.

Abstentions and broker non-votes are not treated as votes cast on a proposal. Therefore, an abstention or broker non-vote will not have the effect of a vote for or against the proposal and will not be counted in determining the number of votes required for approval, though they will be counted in determining the presence of a quorum.

The following table indicates the vote required for approval of each proposal to be presented to the stockholders at the Annual Meeting and the effect of abstentions, withhold votes and broker non-votes:

3

Table of Contents

4

Table of Contents

Annual Meeting Admission

Only stockholders of record on the record date and certain other permitted attendees may attend the Annual Meeting. No cameras, recording equipment, electronic devices, use of cell phones, BlackBerries or other digital devices, large bags or packages will be permitted in the Annual Meeting. If you plan to attend the Annual Meeting in person, we ask that you also complete and return the reservation form attached to the end of the proxy statement.

Expenses of Solicitation

We will pay all costs of soliciting proxies. We have retained our affiliate, BNY Mellon Shareowner Services, to assist with the solicitation of proxies for a fee of approximately $25,000, plus reimbursement of reasonable out-of-pocket expenses. In addition, we may use our officers and employees, at no additional compensation, to solicit proxies either personally or by telephone, Internet, letter or facsimile.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on April 14, 2009

A complete copy of this proxy statement and our annual report for the year ended December 31, 2008 are also available at our website at http://bnymellon.mobular.net/bnymellon/bk.

Householding

To reduce the expense of delivering duplicate proxy materials to our stockholders, we are relying on rules of the Securities and Exchange Commission, which we refer to as the “SEC,” that permit us to deliver only one proxy statement to multiple stockholders who share an address unless we receive contrary instructions from any stockholder at that address. This practice, known as “householding,” reduces duplicate mailings, saves printing and postage costs as well as natural resources and will not affect dividend check mailings. If you wish to receive a separate copy of the annual report or proxy statement, or if you wish to receive separate copies of future annual reports or proxy statements, please call our transfer agent, BNY Mellon Shareowner Services, at 1-800-729-9606 (U.S.) or 1-201-680-6651 (International). We will deliver the requested documents promptly upon your request.

If you and other stockholders of record with whom you share an address currently receive multiple copies of annual reports or proxy statements, or if you hold our stock in more than one account and, in either case, you wish to receive only a single copy of the annual report or proxy statement, please contact our transfer agent, BNY Mellon Shareowner Services, with the names in which all accounts are registered and the name of the account for which you wish to receive mailings.

5

Table of Contents

ELECTION OF DIRECTORS

(Proposal  1 on your proxy card)

Nominees for Election as Directors

You are being asked to elect 15 directors to serve on the Board of Directors of The Bank of New York Mellon Corporation, which we refer to as “our company,” until the 2010 annual meeting of stockholders and until their successors have been elected and qualified. Each nominee currently serves on our Board of Directors, of whom 13 are non-management directors and two serve as executive officers of our company. A vacancy was created on our Board of Directors due to the resignation in 2008 of a director. As further discussed below, the Corporate Governance and Nominating Committee is currently engaged in a search for a replacement director to fill this vacancy and, as a result, this seat is not up for election at this time. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Article 5 of our by-laws provides the exclusive procedures for the nomination and composition of our Board of Directors for the three-year period, which we refer to as the “specified period,” after the merger of The Bank of New York Company, Inc., which we refer to as “Bank of New York,” and Mellon Financial Corporation, which we refer to as “Mellon,” into our company on July 1, 2007. Until the end of the specified period (which is June 30, 2010), there will be 16 director seats, nine of which will be filled by persons who were nominated to be directors by the Board of Directors of Bank of New York prior to the merger and their successors nominated as described below, whom we refer to as “continuing Bank of New York directors,” and seven of which will be filled by persons who were nominated to be directors by the Board of Directors of Mellon prior to the merger and their successors nominated as described below, whom we refer to as “continuing Mellon directors.”

During the specified period, the continuing Bank of New York directors will have the exclusive authority to nominate, on behalf of the Board, directors to fill each seat previously held by a continuing Bank of New York director and the continuing Mellon directors will have the exclusive authority to nominate, on behalf of the Board, directors to fill each seat previously held by a continuing Mellon director. As required by Article 5 of our by-laws, following the merger, we formed a Continuing Bank of New York Directors Committee, which is comprised of all the continuing Bank of New York directors, and a Continuing Mellon Directors Committee, which is comprised of all the continuing Mellon directors. Our Corporate Governance and Nominating Committee recommended to the Continuing Bank of New York Directors Committee and the Continuing Mellon Directors Committee, as appropriate, the nomination of each nominee named below. After considering the recommendation of the Corporate Governance and Nominating Committee and the requirements set forth in Article 5 of our by-laws, each nominee who is a continuing Bank of New York director was nominated by the Continuing Bank of New York Directors Committee and each nominee who is a continuing Mellon director was nominated by the Continuing Mellon Directors Committee.

During the specified period, all vacancies on the Board created by the cessation of service of a continuing Bank of New York director will be filled by a nominee chosen by the remaining continuing Bank of New York directors and all vacancies on the Board created by the cessation of service of a continuing Mellon director will be filled by a nominee chosen by the remaining continuing Mellon directors. Directors chosen to fill vacancies will hold office for a term expiring at the end of the next annual meeting of stockholders.

On August 14, 2008, Frank J. Biondi, Jr. resigned as a director, citing new significant business responsibilities. Mr. Biondi was a continuing Bank of New York Director. The Corporate Governance and Nominating Committee is currently engaged in a search for a replacement for Mr. Biondi.

We do not know of any reason why any nominee named in this proxy statement would be unable to serve as a director if elected. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as may be nominated in accordance with Article 5 of our by-laws, as described above.

6

Table of Contents

Our certificate of incorporation and by-laws provide that, during the specified period, Article 5 of our by-laws may only be modified, amended or repealed and any inconsistent provision may only be adopted or such modification, amendment, repeal or inconsistent provision may only be recommended for adoption by our stockholders by the affirmative vote of at least 75% of our entire Board.

Our by-laws provide that the affirmative vote of a plurality of the shares present and voting is required to elect a director, which means that the 15 nominees receiving the highest numbers of votes cast at the Annual Meeting by all holders of shares of our common stock will be elected as directors for a term expiring in 2010. However, pursuant to our Corporate Governance Guidelines, in an uncontested election of directors, any incumbent director who fails to receive more “for” votes than “withhold” and “against” votes is required to tender his or her resignation to the lead director (or such other director designated by the Board if the director failing to receive the majority of votes cast is the lead director) promptly after the certification of the stockholder vote. The Corporate Governance and Nominating Committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it. The Board will act on the Corporate Governance and Nominating Committee’s recommendation no later than 90 days following the certification of the election in question. A director who tenders his or her resignation pursuant to this provision will not vote on the issue of whether his or her tendered resignation will be accepted or rejected.

The Board unanimously recommends you vote “FOR” each of the nominees described below.

Each of the following nominees for election as director was elected as a director at our 2008 annual meeting. Information relating to each nominee for election as director, including his or her period of service as a director of Bank of New York or Mellon prior to the merger, principal occupation and other biographical material is described below:

		Ruth E. Bruch Retired Senior Vice President and Chief Information Officer of Kellogg Company Director since 2007 Continuing Mellon Director Age 55   Ms. Bruch served as a director of Mellon Financial Corporation from 2003 to 2007. Ms. Bruch served as Senior Vice President and Chief Information Officer of Kellogg Company, a food manufacturer focusing on cereal and convenience foods, from 2006 until her retirement in 2009. Prior to that, from 2002 to 2006, Ms. Bruch served as Senior Vice President and Chief Information Officer of Lucent Technologies Inc., which focuses on communications networking solutions.
		Nicholas M. Donofrio Chief Executive Officer of NMD Consulting, LLC Retired Executive Vice President, Innovation and Technology of IBM Corporation Director since 2007 Continuing Bank of New York Director Age 63   Mr. Donofrio served as a director of The Bank of New York Company, Inc. from 1999 to 2007. Mr. Donofrio served as Executive Vice President, Innovation and Technology of IBM Corporation, a developer, manufacturer and provider of advanced information technologies and services, from 2005 until his retirement in 2008. Mr. Donofrio previously served as Senior Vice President, Technology and Manufacturing of IBM Corporation from 1997 to 2005.

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

BOARD MEETINGS AND BOARD COMMITTEE INFORMATION

Meetings

The Board held 16 meetings in 2008. Each incumbent director attended at least 75% of the aggregate number of meetings of our Board and of the committees on which he or she served.

Our Corporate Governance Guidelines provide that our directors are expected to attend our annual meetings of stockholders. Each director attended our 2008 annual meeting of stockholders, which was held on April 8, 2008.

Committees and Committee Charters

Our Board has established several committees, including an Audit and Examining Committee, a Human Resources and Compensation Committee, a Corporate Governance and Nominating Committee, a Risk Committee, a Corporate Social Responsibility Committee, an Executive Committee and an Integration Committee. The charters of the Audit and Examining Committee, the Human Resources and Compensation Committee and the Corporate Governance and Nominating Committee are available on our website at www.bnymellon.com/governance/committees. You may also request printed copies by sending a written request to our Corporate Secretary at the address set forth on the cover of this proxy statement.

Article 5 of our by-laws provides that during the specified period, the Human Resources and Compensation Committee will be comprised of at least five members with a number of continuing Mellon directors that is greater by one than the number of continuing Bank of New York directors on the committee, and a continuing Mellon director shall be its chair. In addition, during the specified period, each of the Audit and Examining Committee and the Corporate Governance and Nominating Committee will be comprised of at least five members with a number of continuing Bank of New York directors that is greater by one than the number of continuing Mellon directors on the committee and a continuing Bank of New York director will be the chair of each. The following table identifies the individual members of our Board serving on each of these committees:

Audit and Examining Committee

The Audit and Examining Committee meets as often as it deems necessary to perform its responsibilities. In 2008, the committee held 15 meetings.

The Audit and Examining Committee has direct responsibility for the appointment, compensation, retention and oversight of the work of the independent registered public accountants engaged to prepare an audit report or to perform other audit, review or attest services for us. The independent registered public accountants report directly to the committee. Annually, the committee recommends that the Board request stockholder ratification of the appointment of the independent registered public accountants. The committee also has direct responsibility to evaluate and, when appropriate, to remove the independent registered public accountants. The committee is also responsible for the pre-approval of all audit and permitted non-audit services performed by our independent

12

Table of Contents

registered public accountants. The committee also acts on behalf of the Board in monitoring and overseeing the performance of our internal audit function, and our chief auditor has direct access to the committee. The committee also oversees the operation of a comprehensive system of internal controls covering the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies, and the qualifications, performance and independence of our independent registered public accountants. The committee’s function is one of oversight, recognizing that our management is responsible for preparing our financial statements, and our independent registered public accountants are responsible for auditing those statements. The committee reports periodically to the entire Board.

The Board of Directors has determined that the Audit and Examining Committee consists entirely of directors who meet the independence requirements of the NYSE listing standards and the rules and regulations under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” The Board has also determined that all members of the Audit and Examining Committee are financially literate within the meaning of the NYSE listing standards as interpreted by the Board. The Board has determined, based upon education and experience as a principal accounting or financial officer or public accountant, or experience actively supervising a principal accounting or financial officer or public accountant, that Ms. Rein and Mr. Surma satisfy the definition of “audit committee financial expert” as set out in the rules and regulations under the Exchange Act and have accounting or related financial management expertise as such qualification under the NYSE rules is interpreted by the Board.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee meets as often as it deems necessary to perform its responsibilities. In 2008, the committee held 10 meetings.

The Human Resources and Compensation Committee oversees the compensation plans, policies and programs in which our executive officers participate and the other incentive, retirement, welfare and equity plans in which all of our employees participate. In addition, the committee administers and makes equity and/or cash awards under plans adopted for the benefit of our officers and other employees to the extent required or permitted by the terms of these plans, establishes any related performance goals and determines whether and the extent to which these goals have been attained.

The committee also reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluates the Chief Executive Officer’s performance in light of those goals and objectives and determines and approves the Chief Executive Officer’s compensation level on the basis of its evaluation. While the committee has overall responsibility for executive compensation matters, as specified in its charter, the committee reports its preliminary conclusions with respect to the performance evaluation and compensation decisions regarding our Chief Executive Officer to the other independent directors of our full Board in executive session and solicits their input prior to finalizing the committee’s conclusions.

The committee also reviews, evaluates and approves the total compensation of all other executive officers and makes recommendations concerning equity-based plans, which recommendations are subject to the approval of our entire Board. The committee also advises and discusses with the other independent directors compensation decisions regarding our President and the process used by the committee.

The committee is also generally responsible for overseeing our employee compensation and benefit policies and programs, our management development and succession programs, the development and oversight of a succession plan for the position of Chief Executive Officer and our diversity and inclusion programs. The committee also administers and makes awards under our various equity-based employee incentive plans and oversees certain retirement plans that we sponsor to ensure: (i) that they provide an appropriate level of benefits in a cost-effective manner to meet our needs and objectives in sponsoring such plans; (ii) that they are properly and efficiently administered in accordance with their terms to avoid unnecessary costs and minimize any

13

Table of Contents

potential liabilities to us; (iii) that our responsibilities as plan sponsor are satisfied; and (iv) that financial and other information with respect to such plans is properly recorded and reported in accordance with applicable legal requirements.

In connection with the merger, the committee approved the delegation to our Chief Executive Officer of responsibility for determining equity awards for certain employees who are eligible to receive grants under Bank of New York and Mellon long-term equity-based plans that we assumed in the merger. The committee also delegated to our Chief Executive Officer the ability to approve non-material changes to benefit plans assumed in connection with the merger. While the Bank of New York and Mellon long-term equity-based and benefit plans were utilized for part of 2008, we are in the process of transitioning to our new plans. The committee has also approved the delegation to our Chief Executive Officer of responsibility for determining equity awards to certain employees who are eligible to receive grants under our Long-Term Incentive Plan. The delegated authority approved by the committee to our Chief Executive Officer is subject to certain limitations, including: (i) on total aggregate shares subject to plan awards pursuant to the delegated authority in any calendar year (1,100,000); (ii) aggregate shares represented by plan awards that may be granted to any one individual pursuant to the delegated authority (100,000); and (iii) a sub-limit of shares represented by full value awards that may be granted in any calendar year (550,000).

As further discussed in the Compensation Discussion and Analysis, on October 28, 2008, as part of the Troubled Asset Relief Program, which we refer to as “TARP,” Capital Purchase Program, the company sold 3,000,000 preferred shares and issued a 10-year warrant to purchase up to 14,516,129 shares of the company’s common stock at an exercise price of $31.00 per share, to the U.S. Department of the Treasury, which we refer to as the “Treasury,” for an aggregate purchase price of $3.0 billion in cash. The purchase agreement subjects us to certain of the executive compensation limitations included in the Emergency Economic Stabilization Act of 2008, which we refer to as “EESA,” for so long as the Treasury holds securities of the company as part of its participation in the TARP Capital Purchase Program. Under EESA the committee is required to review on an annual basis the company’s compensation, bonus, incentive and other benefit plans, arrangements and policies and agreements (including any “golden parachute” agreements) to ensure that they do not encourage named executive officers to take unnecessary and excessive risks that threaten the value of the company. The American Recovery and Reinvestment Act of 2009, which we refer to as “ARRA” and which was signed by President Obama on February 17, 2009, amended certain provisions of EESA, which are described elsewhere in this proxy statement, and requires, among other things, that for so long as the Treasury holds securities of the company as part of its participation in the TARP Capital Purchase Program the committee meet at least semi-annually with the company’s senior risk officers to discuss and review the relationship between the company’s risk management policies and practices and the named executive officers’ incentive compensation arrangements.

Finally, as further described in the Compensation Discussion and Analysis, our management provides information, analysis and recommendations for the committee’s decision-making process in connection with the amount and form of executive compensation, except that no member of management will participate in the decision-making process with respect to his own compensation. The Compensation Discussion and Analysis discusses the role of our Chief Executive Officer in determining or recommending the amount and form of executive compensation. In addition, the Compensation Discussion and Analysis addresses the role of our management and its compensation consultant, Mercer LLC, and the role of the committee’s compensation consultants, Towers Perrin and Frederic W. Cook & Co., in determining and recommending executive compensation.

No member of the committee is or has been an officer or employee of our company. Our Board of Directors has determined that the committee consists entirely of directors who meet the independence requirements of the NYSE rules.

Compensation Committee Interlocks and Insider Participation

None of the members of our Human Resources and Compensation Committee is or was formerly an officer or employee of our company or any of its subsidiaries, nor did any members have a relationship with us that is disclosable as a “Related Party Transaction” as defined by the SEC. In addition, none of our executive officers

14

Table of Contents

served on any compensation committee or any board of directors of another company, of which any of our Board members was also an executive officer.

Corporate Governance and Nominating Committee and Director Nominations

Article 5 of our by-laws provides the exclusive procedures for the nomination and composition of our Board during the specified period. Until the end of the specified period, our Board will have a maximum of 16 director seats, nine of which will be held by continuing Bank of New York directors and seven of which will be held by continuing Mellon directors.

During the specified period, the continuing Bank of New York directors will have the exclusive authority to nominate, on behalf of the Board, directors to fill each seat previously held by a continuing Bank of New York director and the continuing Mellon directors will have the exclusive authority to nominate, on behalf of the Board, directors to fill each seat previously held by a continuing Mellon director. As required by Article 5 of our by-laws, following the merger, we formed a Continuing Bank of New York Directors Committee, which is comprised of all the continuing Bank of New York directors, and a Continuing Mellon Directors Committee, which is comprised of all the continuing Mellon directors.

Our Corporate Governance and Nominating Committee met three times in 2008. Subject to Article 5 of our by-laws, the Corporate Governance and Nominating Committee’s principal responsibilities are to assist the Board in reviewing and identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board nominees for directors for the next annual meeting of stockholders and fill vacancies on the Board.

Subject to Article 5 of our by-laws, in carrying out its responsibilities of finding the best qualified candidates for directors, the Corporate Governance and Nominating Committee will consider proposals from a number of sources, including recommendations for nominees from stockholders submitted upon written notice to the chairman of the Corporate Governance and Nominating Committee, c/o the Office of the Secretary of The Bank of New York Mellon Corporation, One Wall Street, New York, New York 10286. The Corporate Governance and Nominating Committee seeks to identify individuals qualified to become directors, consistent with the criteria established by the Board for director candidates. Subject to Article 5 of our by-laws, when considering a person to be recommended for nomination as a director, the Corporate Governance and Nominating Committee will consider, among other factors, experience, accomplishments, education, skills, personal and professional integrity, diversity of the Board (in all aspects of that term) and the candidate’s ability to devote the necessary time for service as a director (including directorships held at other corporations and organizations). When considering a person to be recommended for re-nomination as a director, the Corporate Governance and Nominating Committee will consider, among other factors, the attendance, preparedness, participation and candor of the individual as well as the individual’s satisfaction of the criteria for the nomination of directors set forth in our Corporate Governance Guidelines. It is anticipated that the Corporate Governance and Nominating Committee would evaluate a candidate recommended by a stockholder for nomination as a director in the same manner that it evaluates any other nominee.

During the specified period, our Corporate Governance and Nominating Committee will consider and make recommendations to the Continuing Bank of New York Directors Committee and the Continuing Mellon Directors Committee, as appropriate, regarding nominees to the Board. The Continuing Bank of New York Directors Committee and the Continuing Mellon Directors Committee, as appropriate, will consider the recommendation of the Corporate Governance and Nominating Committee and make all nominations to the Board in accordance with Article 5 of our by-laws.

Our Corporate Governance and Nominating Committee reviews non-employee director compensation and benefits on an annual basis and makes recommendations to the Board on appropriate compensation. The committee is also responsible for approving compensation arrangements for non-employee members of the Boards of Directors of our significant subsidiaries. Such compensation must be consistent with market practice

15

Table of Contents

and designed to align our directors’ interests with those of our long-term stockholders while not calling into question directors’ objectivity. The committee also oversees evaluations of the Board and committees of the Board and, unless performed by the Human Resources and Compensation Committee, our senior managers.

Finally, the Corporate Governance and Nominating Committee has the responsibility to develop and recommend to the Board a set of corporate governance guidelines and propose changes to such guidelines from time to time as may be appropriate.

Our Board of Directors has determined that the Corporate Governance and Nominating Committee consists entirely of directors who meet the independence requirements of the NYSE rules.

REPORT OF THE AUDIT AND EXAMINING COMMITTEE

On behalf of our Board of Directors, the Audit and Examining Committee oversees the operation of a comprehensive system of internal controls in respect of the integrity of our financial statements and reports, compliance with laws, regulations and corporate policies and the qualifications, performance and independence of our independent registered public accounting firm. The committee’s function is one of oversight, recognizing that our management is responsible for preparing our financial statements, and our independent registered public accountants are responsible for auditing those statements.

Consistent with this oversight responsibility, the committee has reviewed and discussed with management the audited financial statements for the year ended December 31, 2008 and management’s assessment of internal control over financial reporting as of December 31, 2008. KPMG LLP, our independent registered public accounting firm, issued its unqualified report on our financial statements and the design and operating effectiveness of our internal control over financial reporting.

The committee has also discussed with KPMG LLP the matters required to be discussed in accordance with Statement on Auditing Standards No. 61, Communication with Audit Committees. The committee has also received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has conducted a discussion with KPMG LLP relative to its independence. The committee has determined that KPMG LLP’s provision of non-audit services is compatible with its independence.

Based on these reviews and discussions, the committee recommended to the Board of Directors that our audited financial statements for the year ended December 31, 2008, be included in our annual report on Form 10-K for the fiscal year then ended.

Catherine A. Rein, Chairman

Robert Mehrabian

William C. Richardson

Samuel C. Scott III

John P. Surma

AUDIT FEES, AUDIT RELATED FEES, TAX FEES AND ALL OTHER FEES

The Audit and Examining Committee has appointed KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2009. We have been advised by KPMG LLP that it is an independent registered public accounting firm with the Public Company Accounting Oversight Board, which we refer to as the “PCAOB,” and complies with the auditing, quality control and independence standards and rules of the PCAOB and the SEC.

16

Table of Contents

The appointment of KPMG LLP as our independent registered public accounting firm for the 2008 fiscal year was ratified at our 2008 annual meeting. The following table reflects the fees earned by KPMG LLP for the following types of services provided by KPMG LLP to us for 2008 and, as permitted by applicable SEC rules, for the period from July 1, 2007 to December 31, 2007:

Other Services Provided by KPMG LLP

KPMG LLP also provided services to entities associated with us that were charged directly to those entities and accordingly were not included in the amounts disclosed in the table above. These excluded amounts included $5.9 million for 2008 and $2.0 million for the period from July 1, 2007 through December 31, 2007 for the audits and tax compliance services for mutual funds, collective funds and other funds advised by us. Also excluded from the amounts disclosed in the table above are fees billed by KPMG LLP to joint ventures or equity method investments in which we have an interest of 50% or less.

Pre-Approval Policy

Our Audit and Examining Committee has established pre-approval policies and procedures applicable to all services provided by our independent registered public accountants. In accordance with SEC rules, our pre-approval policy has two different approaches to pre-approving audit and permitted non-audit services performed by our independent registered public accountants. Proposed services may be pre-approved pursuant to policies and procedures established by the Audit and Examining Committee that are detailed as to a particular class of service without consideration by the Audit and Examining Committee of the specific case-by-case services to be performed. We refer to this pre-approval method as “class pre-approval.” If a class of service has

17

Table of Contents

not received class pre-approval, the service will require specific pre-approval by the Audit and Examining Committee before such service is provided by our independent registered public accountants. We refer to this pre-approval method as “specific pre-approval.” A list of services that has received class pre-approval from our Audit and Examining Committee (or its delegate) is attached to our Audit and Permitted Non-Audit Services Pre-Approval Policy. A copy of our Audit and Permitted Non-Audit Services Pre-Approval Policy is available on our website at www.bnymellon.com/governance/auditpolicy.pdf. For 2008, all of the fees associated with the independent registered public accounting firm services were pre-approved by the Audit and Examining Committee.

CORPORATE GOVERNANCE MATTERS

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines covering, among other things, the duties and responsibilities and independence of our directors. The Corporate Governance Guidelines cover a number of other matters, including the Board’s role in overseeing executive compensation, compensation and expenses for non-management directors, communications between stockholders and directors and Board committee structures and assignments. A copy of our Corporate Governance Guidelines is available on our website at www.bnymellon.com/governance/guidelines. You may also request a printed copy by sending a written request to our Corporate Secretary at the address on the cover of this proxy statement.

Code of Business Conduct and Ethics

Our Board of Directors has adopted a Code of Conduct for our company to provide a framework to maintain the highest standards of professional conduct. Through our Code of Conduct, we seek to:

Our Code of Conduct satisfies applicable SEC and NYSE requirements and applies to all of our directors, officers and employees and those of our subsidiaries. A copy of the Code of Conduct is available on our website at www.bnymellon.com/ethics/codeofconduct.pdf. You may also request a printed copy by sending a written request to our Corporate Secretary at the address listed on the cover of this proxy statement. We intend to disclose any amendments to our Code of Conduct and any waivers from the Code of Conduct for directors and executive officers by posting such information on our website.

Director Independence

Our independent directors are: Ruth E. Bruch; Nicholas M. Donofrio; Edmund F. Kelly; Richard J. Kogan; Michael J. Kowalski; John A. Luke, Jr.; Robert Mehrabian; Mark A. Nordenberg; Catherine A. Rein; William C.

18

Table of Contents

Richardson; Samuel C. Scott III; John P. Surma; and Wesley W. von Schack. Our Board of Directors also determined that Mr. Frank J. Biondi, Jr., who served as our director until August 14, 2008, was an independent director during the portion of 2008 in which he served as our director. With 13 independent directors out of 15 total directors, the Board has satisfied its objective that at least a majority of the Board should consist of independent directors.

For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with us. The Board has established the following categorical standards to assist it in determining director independence (which are also included in our Corporate Governance Guidelines), which conform to, or are more exacting than, the independence requirements in the NYSE listing standards. A copy of these independence standards is also available as part of our Corporate Governance Guidelines at www.bnymellon.com/governance/guidelines. Under the categorical standards, a director will not be considered independent if:

For purposes of these standards, an “immediate family member” includes a director’s spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director’s home.

A director will be deemed not to be independent if the Board finds that the director has material business arrangements with us that would jeopardize his or her judgment. In making independence determinations, the Board will review business arrangements between (i) us and the director and (ii) us and an entity for which the director serves as an officer or general partner, or of which the director directly or indirectly owns 10% of the equity. Such arrangements will not be considered material if:

19

Table of Contents

In applying the factors above, the Board may consider such other factors as it may deem necessary to arrive at sound determinations as to the independence of each director, and such factors may override the conclusion of independence or non-independence that would be reached simply by reference to the enumerated factors.

In reaching its determinations, the Board reviewed the categorical standards listed above, the corporate governance rules of the NYSE and the individual circumstances of each director and determined that each of the directors identified above as independent satisfied each standard. The following categories and types of transactions, relationships and arrangements were considered by our Board under the applicable independence definitions in determining that each director is independent:

Business Relationships and Related Party Transactions Policy

In the ordinary course of business, certain of our subsidiaries have had, and expect to continue to have, banking and other transactions of the type referenced above with directors and executive officers, their affiliates and members of their immediate families. Such transactions that involved loans or extensions of credit, in each case, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. Other transactions were in the ordinary course of business and on non-preferential terms and conditions.

We have adopted a policy on related party transactions, which we refer to as our “related party transactions policy,” and which was reviewed by the Corporate Governance and Nominating Committee. Our related party transaction policy covers any transaction, arrangement or relationship (or any series of similar transactions,

20

Table of Contents

arrangements or relationships) in which we or any of our subsidiaries was, is or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest.

In making its determination to approve a disclosable related party transaction, the Corporate Governance and Nominating Committee takes into consideration all of the relevant facts and circumstances available to it, including (if applicable) but not limited to: (i) the related person’s relationship to us and interest in the transaction; (ii) the material facts of the transaction, including the amount involved; (iii) the benefits to us of the transaction; (iv) if applicable, the availability from other sources of comparable products or services; and (v) an assessment of whether the transaction is on terms that are comparable to the terms available to or from an unrelated third party or to employees generally. The committee also considers the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or a director-related company.

No member of the Corporate Governance and Nominating Committee participates in the review, consideration, approval or ratification of any disclosable related party transaction with respect to which such member or any of his or her immediate family members or director-related company is the related person. The committee approves only those disclosable related party transactions that are in, or are not inconsistent with, our best interests and the best interests of our stockholders, as the committee determines in good faith.

If a disclosable related party transaction were identified after it is already ongoing or completed, it would be submitted to the committee promptly for ratification, applying the standards described above. The committee would evaluate all options available to us, including ratification, amendment, termination or rescission of the transaction. The committee may recommend to our Board of Directors from time to time adoption of resolutions pre-approving certain types or categories of transactions that the committee determines are in, or are not inconsistent with, our best interests and the best interests of our stockholders, as the committee determines in good faith. The Board has adopted a resolution pre-approving transactions with directors, director-related companies and executive officers that involve the sale or other provision of products or services (not subject to Regulation O or other specific regulatory requirements) to directors, director-related companies and executive officers on non-preferential terms and conditions.

Our policy does not limit or affect the application of our other policies to our directors, executive officers and other related persons, including our Code of Conduct.

Lead Director, Executive Sessions of Independent Directors and Communications with Lead Director and Independent Members of the Board

Article 5 of our by-laws provides that for the 18-month period following the merger, our lead director will be a continuing Bank of New York director and that for the subsequent 18-month period ending on June 30, 2010, the lead director will be a continuing Mellon director. After this three-year period, the lead director will be selected by a majority of the entire Board of Directors, and may not serve for more than three successive terms. The lead director will have such duties and responsibilities as may be set forth in the Corporate Governance Guidelines from time to time. Ms. Rein served as our lead director through December 31, 2008, and beginning on January 1, 2009, Mr. von Schack began serving as our lead director.

Under our Corporate Governance Guidelines, non-management directors hold an executive session without management at each regularly scheduled Board meeting. The lead director presides over executive sessions of non-management directors. At least one executive session each year is required to be attended only by independent directors.

Our Corporate Secretary is authorized to open and review any mail or other correspondence received that is addressed to the Board or any individual director unless the item is marked “Confidential” or “Personal.” If so

21

Table of Contents

marked and addressed to the Board, it will be delivered unopened to the lead director. If so marked and addressed to an individual director, it will be delivered to the addressee unopened. If, upon opening an envelope or package not so marked, the Corporate Secretary determines that it contains a magazine, solicitation or advertisement, the contents may be discarded.

Any interested party, including any employee, may make confidential, anonymous submissions regarding questionable accounting or auditing matters or internal accounting controls and may communicate directly with the lead director by letter addressed to:

The Bank of New York Mellon Corporation

Church Street Station

P.O. Box 2164

New York, New York 10008-2164

Attn: Lead Director

Interested parties may also send communications to the lead director by e-mail at non-managementdirector@bnymellon.com.

The Audit and Examining Committee has approved procedures with respect to the receipt, review and processing of, and any response to, written communications sent by stockholders and other interested persons to our Board of Directors. Any written communication regarding accounting, internal accounting controls or other financial matters are processed in accordance with procedures adopted by the Audit and Examining Committee.

22

Table of Contents

BENEFICIAL OWNERSHIP OF SHARES BY HOLDERS OF 5% OR

MORE OF OUTSTANDING STOCK

As of February 13, 2009, we had 1,149,400,927 shares of common stock outstanding. We do not know of any person who may be deemed to own beneficially more than 5% of our voting securities.

BENEFICIAL OWNERSHIP OF SHARES BY DIRECTORS AND EXECUTIVE OFFICERS

The table below sets forth the number of shares of our common stock beneficially owned as of the close of business on February 13, 2009, by each director, each individual included in the Summary Compensation Table below and our current directors and executive officers as a group as of December 31, 2008, based on information furnished by each person. Except as otherwise indicated, sole voting and sole investment power with respect to the shares shown in the table below are either held by the individual alone or by the individual together with his or her spouse.

23

Table of Contents

24

Table of Contents

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers to file with the SEC initial reports of beneficial ownership and reports of changes in ownership of any of our securities. These reports are made on documents referred to as Forms 3, 4 and 5. They must also provide us with copies of these reports. We have reviewed the copies of the reports that we have received and written representations from the individuals required to file the reports. Based on this review, we believe that during 2008 each of our directors and executive officers complied with applicable reporting requirements for transactions in our equity securities, except that, due to an administrative error on the part of the company, a Form 4 was filed one day late on behalf of Carl Krasik, an executive officer of the company, to report an option exercise pursuant to which Mr. Krasik acquired and held a net amount of 1,534 shares.

DIRECTOR COMPENSATION

Our Corporate Governance Guidelines provide that compensation for our non-management directors’ services may include annual cash retainers; shares of our common stock; deferred stock units and options for such shares; meeting fees; fees for serving as a committee chairman; and fees for serving as a director of one of our subsidiaries. We also reimburse directors for their reasonable out-of-pocket expenses in connection with attendance at Board meetings. Directors are reimbursed for their travel expenses not exceeding, in the case of airfare, the first-class commercial rate. Our Corporate Governance and Nominating Committee periodically reviews director compensation and makes recommendations to the Board with respect thereto. Our Corporate Governance Guidelines provide that director compensation should be consistent with market practice and should align directors’ interests with those of long-term stockholders while not calling into question directors’ objectivity.

Effective with the merger on July 1, 2007, our Board adopted a policy to pay our non-management directors an annual cash retainer of $45,000, payable in quarterly installments in advance, and a meeting fee of $1,800 for each Board and committee meeting attended. In addition, the policy as adopted at the time of the merger provided that the chairman of each Board committee would receive an annual cash retainer of $12,500 and that the lead director would receive an annual cash retainer of $10,000.

Our Board adopted a new policy, effective in April 2008, to pay our non-management directors an annual cash retainer of $75,000, payable in quarterly installments in advance, and a meeting fee of $1,800 for each committee meeting attended. The chairman of the Audit and Examining Committee receives an annual cash retainer of $15,000 and the Chairman of the Corporate Governance and Nominating Committee, the Human Resources and Compensation Committee, the Integration Committee, the Risk Committee and the Corporate Social Responsibility Committee each receive an annual cash retainer of $12,500. Our lead director also receives an annual cash retainer of $12,500. In addition, the policy provides non-management directors an annual award of deferred stock units in an amount determined by the Board. In 2008, this award had a value of $110,000 and was awarded shortly after the 2008 annual meeting. For 2009, this award will have a value of $110,000 and will be awarded shortly after the 2009 annual meeting. The units will vest on the earlier of one year after the date of the award or on the date of the next annual meeting of stockholders and must be held for as long as the director serves on the Board. The units will accrue dividends, which will be reinvested in additional deferred stock units.

We assumed in the merger the Deferred Compensation Plan for Non-Employee Directors of The Bank of New York Company, Inc., which we call the “Bank of New York Plan,” and the Mellon Elective Deferred Compensation Plan for Directors, which we call the “Mellon Plan.” Under the Bank of New York Plan, participating continuing Bank of New York directors continued to defer receipt of all or part of their annual retainer and meeting fees through 2007. Under the Mellon Plan, participating continuing Mellon directors continued to defer receipt of all or part of their annual retainer and fees through 2007. Both plans are nonqualified plans, and neither plan is funded.

25

Table of Contents

Although the Bank of New York and Mellon plans continue to exist, all new deferrals have been made under a new Director Deferred Compensation Plan, effective as of January 1, 2008. Under this new plan, a director choosing to defer can direct all or a portion of his or her annual retainer or committee meeting fees into either (i) variable funds, credited with gains or losses that mirror market performance of market style funds or (ii) the company’s phantom stock.

The following table provides information concerning the compensation of each non-management director who served in 2008.

26

Table of Contents

27

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

Overview

2008, the first full fiscal year of our company after the July 2007 merger, was an extraordinarily challenging year.

At the beginning of 2008, the company’s Human Resources and Compensation Committee, which we refer to as the “committee,” approved a total compensation program for the company’s named executive officers, which we refer to as the “2008 program.” The primary goal of the 2008 program was to pay for performance by rewarding financial performance of the company as measured by the company’s earnings per share and the creation of long-term stockholder value (i.e., share price appreciation plus dividends).

The 2008 program was designed to pay total compensation through a combination of three elements – base salary, annual cash incentive awards and equity incentive awards – with most of the compensation intended to be paid through cash incentives and equity awards. To implement the program, the committee established targeted compensation opportunities for our named executive officers in March 2008, which included targeted opportunity amounts for each element of compensation. At that time, the committee also established performance goals (based on a combination of the company’s earnings per share, which we refer to as “EPS,” for 2008 and individual performance goals) that were required to have been met by our named executive officers to trigger cash incentive payments under the company’s Executive Incentive Compensation Plan, which we refer to as the “EICP.”

In February 2009, the committee evaluated the company’s 2008 results to determine what amounts would be paid under the EICP. As further discussed in our 2008 annual report, while the company delivered solid and profitable results in 2008, our earnings were down from 2007 and the company’s actual EPS for 2008 was below the minimum targeted EPS required to trigger payments of annual cash incentives under the EICP for 2008. Accordingly, none of our named executive officers received any cash incentive payments for 2008. Further, our equity awards, made at the start of the year, had significantly less value by year end because of the drop in our stock price for the year.

As we discuss below, our company is a participant in the TARP Capital Purchase Program. As a participant in TARP, our company and our named executive officers are subject to restrictions relating to executive compensation, which are discussed below. As we also discuss below, no money received by our company as a participant in the TARP Capital Purchase Program has been used to pay bonuses or other compensation to our executives.

Current Named Executive Officers

The following executives were our named executive officers at the end of 2008:

Our named executive officers are also our “senior executive officers” as that term is used in the Emergency Economic Stabilization Act of 2008, which we refer to as “EESA.”

28

Table of Contents

Role of Compensation Consultants

The committee receives advice from two separate independent outside executive compensation advisors — Frederic W. Cook & Co. and Towers Perrin, neither of which performs any consulting work for our management. Our management engaged Mercer Inc. to assist in various executive compensation matters, including compiling data about our peer group, compiling and analyzing data about the compensation practices and programs of our peers and evaluating various proposed aspects of the executive compensation program. Mercer also provides human resources and actuarial consulting services to the company. We address the role of management and the compensation consultants in the compensation process in the following discussion where appropriate.

Benchmarking

One of the primary factors that the committee considered when it adopted the 2008 program was to ensure that the total compensation opportunity for each named executive officer was competitive with total compensation opportunities offered to comparable executives by our competitors.

In December 2007, the committee, after reviewing Mercer’s and management’s recommendations and consulting with its advisors, Frederic W. Cook & Co. and Towers Perrin, selected a peer group of 12 companies that the committee believed reflected a balanced mix of financial institutions and asset managers with diversified financial and investment banking representation. The committee also considered our company’s revenue and market capitalization relative to the following 12 peers:

Our management used compensation data from this peer group to assess the competitiveness of the amount and form of each element of compensation of the 2008 program and to provide data to the committee to determine “best compensation practices” among our peers with respect to the 2008 program. For selected senior officers, data relating to this peer group was supplemented with data from other industry sources as appropriate to reflect the variety of markets with which we compete for executive talent.

During the second half of 2008, significant changes occurred within the financial services industry, including the bankruptcy filing of Lehman Brothers Holdings Inc. and the acquisition of Wachovia Corporation by Wells Fargo. As a result, the committee re-evaluated the composition of our peer group for 2009, as further discussed in Changes in the 2009 Compensation Program for Named Executive Officers below.

29

Table of Contents

Elements of Compensation of the 2008 Program

The following table summarizes the targeted elements of compensation for our named executive officers under the 2008 program.

30

Table of Contents

Targeted Compensation Opportunities Established in March 2008

In March 2008, management proposed and the committee, in consultation with its independent advisors, approved targeted compensation opportunities for each named executive officer under the 2008 program with the exception of our Chief Executive Officer. In approving 2008 targeted compensation levels by individual element and in the aggregate, the committee considered market median levels (for each element and in the aggregate) as well as the overall targeted mix of equity and cash. Final targeted amounts for each named executive officer were then determined above or below the relevant market median based on the committee’s consideration of a variety of factors, such as a named executive officer’s individual roles and responsibilities within the company, the importance of his roles within the company, internal equity and past experience.

The committee, after consulting with its independent advisors, set Mr. Kelly’s total targeted compensation opportunity below the median of the peer group because Mr. Kelly had been Chief Executive Officer of the new company for less than one year. Accordingly, Mr. Kelly’s targeted equity award made in March 2008 was less than the median level of comparable equity awards in the peer group, although an increase over Mr. Kelly’s 2007 equity awards.

The committee set Mr. Hassell’s total targeted compensation opportunity just above the median of the peer group, resulting in a slight increase in the amount of the targeted equity award compared to 2007 levels. Mr. Hassell’s targeted compensation opportunity was set above the median based upon his significant experience as President of the company and Bank of New York.

For the other three named executive officers, Mr. Kelly recommended targeted compensation opportunities to the committee. The committee then reviewed Mr. Kelly’s recommendations in consultation with its independent advisors and, after careful deliberation, approved those targets. For Mr. Gibbons, the committee targeted his compensation opportunity at the 75th percentile of market chief credit officers and senior risk executives, which was Mr. Gibbons’ position at the time this determination was made, recognizing his considerable experience, and the importance of the risk function at the company. Due to the unique nature of Mr. Elliott’s position and lack of comparable executives performing similar functions in the marketplace, market data for Mr. Elliott’s position was not available. Rather, in setting Mr. Elliott’s targeted compensation opportunity, the committee considered his tenure and experience, as well as his compensation relative to other senior executives in the company. For Mr. O’Hanley, the committee targeted his compensation opportunity slightly above market median levels for heads of institutional asset management businesses, recognizing that Mr. O’Hanley oversees a larger amount of assets under management as compared to his peers.

The committee approved a targeted pay mix of approximately 60% of Mr. Kelly’s 2008 total compensation in equity awards and approximately 40% of his total compensation in cash. For the other named executive officers, the committee approved a pay mix of approximately 50% of their total compensation in equity awards and the remaining 50% in cash. The percentage allocation of equity awards for our Chief Executive Officer is greater than our other named executive officers to further tie the Chief Executive Officer’s incentive compensation to stockholder value creation. The committee believed that this mix provides significant upside for strong performance and significant downside for poor performance.

31

Table of Contents

The following table sets forth the targeted compensation opportunity (by each form of compensation and total targeted opportunity) established in March 2008 for each named executive officer for 2008:

Base Salary

Base salaries are the sole fixed source of compensation paid periodically throughout the year. The committee sets base salaries for each named executive officer based on his position, level of responsibilities and competitive market data. In March 2008, the committee reviewed the base salaries of our named executive officers. Based on the committee’s review, the committee approved a $25,000 increase in base salary for Mr. Kelly to set his base salary at the median level of our peer group.

When the Board appointed Mr. Gibbons as the company’s new Chief Financial Officer effective July 1, 2008, Mr. Gibbons agreed to waive his right under his transition agreement to receive certain benefits if he elected to terminate his employment with the company for any reason during the 30-day period immediately following the 30-month anniversary of the merger. Mr. Gibbons also agreed that the change of his responsibilities in becoming the Chief Financial Officer would not constitute “Good Reason” under the transition agreement for his termination of employment. On July 7, 2008, in consideration of his increased responsibilities and upon the condition that Mr. Gibbons agree with the terms stated above, the committee approved an increase in Mr. Gibbons’ base annual salary from $625,000 to $650,000.

Other than the increases in base salary for Messrs. Kelly and Gibbons described above, the committee determined to maintain 2008 base salaries for our named executive officers at the 2007 levels.

2008 Annual Cash Incentives Under the EICP

The committee adopted in March 2008, and our stockholders approved in April 2008, the company’s EICP. Under the EICP, our named executive officers have the opportunity to earn annual cash incentive awards based on achievement of pre-established financial, business unit and individual performance goals for the year. In the event that the committee elects to make awards under the plan, the committee is required to establish the scope of the awards and the conditions for payments of awards under the plan for a particular year at the beginning of that year.

The following is a description of the terms and conditions of cash incentive awards intended to be paid to our named executive officers for 2008 performance under the EICP (as approved by the committee in March 2008).

EPS as Performance Measure. Performance for 2008 was measured based on the company’s 2008 EPS from continuing operations, before the cumulative effect of accounting changes and extraordinary items, as disclosed in the company’s annual report on Form 10-K. After careful consideration, Mr. Kelly recommended the use of EPS to the committee as the single best measure of the financial performance of the company because at

32

Table of Contents

that time, Mr. Kelly believed that EPS was the best measure to assure that net income growth is being achieved in a manner that is accretive to stockholders. After consulting with its advisors and after careful deliberation, the committee approved the use of EPS as the measure of corporate performance for 2008.

Minimum Funding Goal. The committee determined that the company must achieve a minimum of $2.66 earnings per share to trigger any payments under the EICP for 2008 performance. We refer to this as the “minimum funding goal.”

Total Targeted Cash Incentive Opportunity. The committee approved the dollar amount of a targeted cash incentive opportunity for each named executive officer for 2008 and a range of payments from 0% to 200% of the targeted opportunity depending on achievement of pre-established corporate, business unit, if applicable, and individual performance goals for 2008, which are explained below.

Corporate Performance Goals. The committee approved pre-established corporate performance goals for 2008, which are separate from the minimum funding goal. The 2008 corporate performance goals were as follows:

The following table displays Threshold, Target and Maximum annual cash incentives that were eligible for payment pursuant to the corporate performance goals established for 2008. Amounts between thresholds are interpolated.

Individual and Business Unit Performance Goals. The committee established individual performance goals for Messrs. Kelly and Hassell for 2008 after the committee discussed these goals with each of Messrs. Kelly and Hassell and reviewed their individual performance in 2007. Mr. Kelly suggested individual goals for Messrs. Elliott, Gibbons and O’Hanley after Mr. Kelly discussed these goals with each of Messrs. Elliott, Gibbons and O’Hanley and reviewed their individual performance in 2007. Individual goals were tailored for each named executive officer’s particular position but generally related to areas such as risk, compliance, governance, merger synergies/integration, core values, leadership, diversity and employee engagement. Because Mr. O’Hanley is also responsible for running our asset management business, Mr. O’Hanley’s targeted cash incentive award was also partially based on the achievement of business unit performance goals, which were based on the asset management business’ actual operating plan pre-tax income results for the year against budget and other relevant financial measures. Mr. Kelly then recommended these goals for each of Messrs. Elliott, Gibbons and O’Hanley to the committee. The committee then reviewed Mr. Kelly’s recommendations in consultation with its independent advisors and, after careful deliberation, approved the goals.

33

Table of Contents

Allocation of Targeted Opportunity Among Pre-Established Goals. The committee allocated each named executive officer’s targeted cash incentive opportunity among categories based on the type of performance to be measured for 2008 as follows:

Review of Results. Actual results for 2008 were evaluated by the committee in February 2009. Determination of the corporate portion of the targeted opportunity is based on the company’s actual results for the year, although the committee has negative discretion to reduce the size of the cash incentive awards otherwise payable to our named executive officers. Determination of the individual portion of the award is based on the discretion of the committee after its review of individual performance for the year. Accordingly, the committee has positive and negative discretion in determining the actual amount of the individual portion of an award provided that the company has achieved the minimum funding goal for that year. Amounts earned, if any, are paid in the first quarter of the following year.

Actual Results for 2008. Our financial results for 2008 are discussed in detail in our 2008 annual report. As further discussed in our annual report, while the company delivered solid and profitable results in 2008, our 2008 earnings were down from 2007. As a result, the company’s 2008 EPS of $1.22 was below the 2008 minimum funding goal of EPS of $2.66. Accordingly, the plan was not funded for 2008 and no cash incentive payments for any of corporate, business unit or individual performance were made to any of our named executive officers for 2008 under the EICP.

Equity Awards

Equity incentive awards are intended to be a key element of the company’s pay-for-performance compensation program. In 2008, approximately 75% of the equity awards granted by the committee were in the form of stock options and approximately 25% were granted in the form of performance shares. The purpose of these awards is to align a significant portion of our named executive officers’ compensation with changes in our stock price over a multiple-year period, based on performance of our stock on an absolute or stand-alone basis (with respect to the stock options) and performance of our stock compared to the performance of the stock of our peers (with respect to the performance shares). In approving the 75/25 allocation between stock options and performance shares, the committee determined to emphasize rewarding absolute stock value (which links the executives’ interests directly with stockholders’ interests) over relative performance.

Equity award grants were made in March 2008. To determine the actual number of stock options and performance shares awarded, approximately 75% of the total targeted value of the award was allocated to the stock option portion of the award and approximately 25% of the total targeted value of the award was allocated to the performance share portion of the award. The committee then used a share price of $46.27, which was the average closing price of our common stock on the New York Stock Exchange for the first 30 trading days in 2008, to determine the number of shares attributable for each award. The committee used the average closing price over the 30 trading-day period to mitigate the impact of any short-term volatility in the stock price. The performance share portion of the award was then divided by $46.27 to determine the number of shares subject to that portion of the award. To determine the actual number of stock options awarded, the targeted stock option value was divided by $9.254, which reflects $46.27 multiplied by an estimated Black-Scholes value of 20%. The estimated Black-Scholes value was determined on the same basis used to determine market long-term incentive

34

Table of Contents

values. These valuation methods differ from the accounting expense reported for these awards in the Summary Compensation Table and the Grants of Plan-Based Awards Table below.

While the 30-day average trading price was used to determine the number of shares to be granted in 2008, the exercise price for stock options granted on March 10, 2008 was the actual closing price of our common stock on that date, which was $42.31 per share.

Performance Shares. The committee used performance shares to reward named executive officers based on the company’s total shareholder return, which we refer to as “TSR,” compared to the total shareholder return of the companies in our peer group and the S&P 500 Financials Index during a three-year period of 2008 through 2010. The S&P 500 Financials Index was used in addition to the peer group to assess the degree to which the company creates value relative to the broader market as well as versus peers. The actual number of shares of our common stock that a named executive officer may receive at the end of the three year performance period is based on the company’s actual TSR relative to our peer group and the S&P 500 Financials Index. TSR performance is weighted two-thirds relative to the peer companies and one-third relative to the S&P 500 Financials Index. The committee has negative discretion with respect to the determination of the final amounts of performance shares granted at the end of the three-year period, which means that the committee has the authority to reduce the size of the performance share awards otherwise payable to the named executive officers.

The following chart illustrates what payouts would be at the various percentile ranks for company TSR performance compared to the peer group and the S&P 500 Financials Index. Payouts for performance between listed percentiles are interpolated.

Dividends on performance shares are accrued and paid based on the number of shares earned when the shares are distributed at the end of the three-year performance period.

Stock Options. The committee notes that stock options reward absolute, not relative, stock price performance. Options vest 25% per year over four years from the date of grant and have a 10-year maximum term.

35

Table of Contents

Additional Option Award to Mr. Gibbons. In connection with Mr. Gibbons’ appointment as Chief Financial Officer and his related agreement to amend his transition agreement, on July 7, 2008, the committee approved a grant to Mr. Gibbons of a stock option with an intended value of $325,000. To determine the actual number of stock options awarded, the targeted stock option value of $325,000 was divided by $8.5186, which reflects $42.5930 multiplied by an estimated Black-Scholes value of 20%. The estimated Black-Scholes value was determined on the same basis used to determine market long-term incentive values. As a result, Mr. Gibbons received a stock option for 38,152 shares of our common stock with an exercise price of $34.63 per share (the actual closing price of our common stock on the date of grant). The stock option vests 25% per year over four years from the date of the grant and has a 10-year term.

Vesting of “Integration” Award to Mr. Kelly. Prior to our merger in July 2007, the Mellon Compensation Committee approved a special award to Mr. Kelly of restricted stock units with an estimated value of $1.5 million at the time of grant. The Mellon committee made this award in light of Mr. Kelly’s leadership role in the merger and to motivate Mr. Kelly to succeed in integrating the two constituent companies. As noted in the Options Exercised and Stock Vested Table below, one-third of this award vested on January 2, 2008 and was subsequently settled in cash as required under the award agreement. Under the terms of the award, the remaining two-thirds of this award could vest for 2008, contingent on Mr. Kelly’s continued employment and the satisfactory progress of the merger integration (as determined by the Integration Committee of the Board). For 2008, the Integration Committee determined that the condition with respect to satisfactory progress on the merger had been met. Because this and the other conditions had been satisfied, two-thirds of these restricted stock units vested on January 2, 2009, and were subsequently settled in cash as required under the award agreement.

Other Compensation Programs and Practices

As summarized below, our named executive officers also participated in various retirement plans and deferred compensation plans, and received certain perquisites in 2008.

Retirements Plans

As a result of the merger, we assumed certain existing agreements and plans between each named executive officer and Bank of New York or Mellon. Details relating to each plan are included under Retirement Plans below.

Perquisites

We provided generally the same kinds and levels of perquisites to the named executive officers in 2008 that they had received from Bank of New York or Mellon prior to the merger. In addition, as part of the three-year integration period associated with the merger, the company provided benefits (including tax gross-up and equalization benefits) to Mr. Elliott, who resides in Pittsburgh and uses an apartment when working in New York. However, early in 2008 and before our participation in the TARP Capital Purchase Program, we eliminated the Mellon historical practice of grossing up for taxes on perquisites (except for the tax gross-up and equalization benefits provided to Mr. Elliott and a final tax gross-up relating to Mr. Kelly’s 2007 relocation).

36

Table of Contents

In 2008, the committee reviewed the perquisites provided to the named executive officers and determined to reduce significantly the perquisites effective as of January 1, 2009. In making its determination, the committee’s primary focus was to retain perquisites that were important for the conduct of the business and for security reasons. The committee elected to discontinue financial planning services, personal cars, parking, supplemental long-term disability insurance, medical physical examinations, personal use of club memberships, home security and personal liability insurance perquisites. The following perquisites are the only perquisites offered to the named executive officers in 2009:

In addition, the company will continue to provide benefits to Mr. Elliott in connection with his use of an apartment when working in New York as part of the three-year integration period associated with the merger.

Deferred Compensation

For amounts earned in 2008 and 2009, named executive officers are eligible to participate in one of two deferred compensation programs depending on whether the executive was formerly employed by Mellon or Bank of New York prior to the merger.

Messrs. Kelly, Elliott and O’Hanley are eligible to participate in the Mellon Elective Deferred Compensation Plan for Senior Officers, which the company assumed by operation of law in the 2007 merger. A description of this plan is provided below in Nonqualified Deferred Compensation. Executives formerly employed by Bank of New York may not participate in this plan. The company is not permitted to amend or terminate the Mellon Elective Deferred Compensation Plan for Senior Officers for two years following the change in control (which occurred May 24, 2007, when the Mellon shareholders approved the merger) in connection with the merger. After May 24, 2009, the company may amend or terminate the plan. No amendment may decrease any participant’s account balance earned prior to the date of the amendment.

The company adopted a deferred compensation plan that provides a select group of executives with a way to defer pretax bonus compensation beginning with compensation earned in 2008. A description of this plan is provided below in Nonqualified Deferred Compensation. Messrs. Hassell and Gibbons were entitled to participate in this plan for amounts earned in 2008.

37

Table of Contents

Stock Ownership and Retention Guidelines

The committee adopted stock ownership and stock retention guidelines for the named executive officers. The committee reviewed the stock ownership and stock retention guidelines and adjusted the stock ownership guidelines to bring these guidelines in line with market practice. The committee believes that stock ownership is one of the most direct ways to align the long-term interests of the named executive officers with the long-term interests of our stockholders. The guidelines are as follows:

Under the stock ownership guidelines, each named executive officer is required to own a number of shares of company common stock equal to a multiple of his base salary. All of the named executive officers currently meet the stock ownership guideline requirement. For purposes of determining a named executive officer’s ownership stake, we include shares owned outright, unvested restricted shares, restricted share units, deferred share awards and shares held in our employee stock purchase and retirement plans. Unvested performance shares and unexercised stock options are not counted toward compliance with this requirement.

Under the stock retention guideline, named executive officers must retain 50% of the net after-tax shares that the named executive officer receives from exercises of stock options, vesting of restricted shares and payment of other long-term equity awards during the named executive officer’s tenure with us. This guideline applies only to awards made after January 1, 2008. This guideline permits certain sales by named executive officers to allow for diversification commencing five years before normal retirement which, for these purposes, we define as age 65.

2008 Compensation Decisions With Respect to Messrs. Renyi and Van Saun

Compensation of Thomas A. Renyi (our former Executive Chairman) and Bruce W. Van Saun (our former Vice Chairman and Chief Financial Officer) is also included in the Summary Compensation Table.

Based on a mutual agreement with the company, Mr. Renyi retired as the company’s Executive Chairman and as a director effective July 31, 2008. In light of Mr. Renyi’s services to the company following the merger, the committee elected to provide to Mr. Renyi the same benefits which, under his Service Agreement with the Bank of New York (which the company assumed by operation of law), would have been payable if his service with the company had continued through December 31, 2008. In addition, the committee agreed to provide an additional five months of vesting, through December 31, 2008, under Mr. Renyi’s April 2, 2007 restricted share unit and stock option agreements.

Mr. Van Saun ceased to serve as our Chief Financial Officer on July 1, 2008. In connection with Mr. Van Saun’s cessation of service, he is entitled to receive the payments and other benefits provided for in his transition agreement with Bank of New York (which the company assumed by operation of law in the merger).

38

Table of Contents

The committee considered and approved equity awards for Messrs. Renyi and Van Saun in March 2008 at the same time (and following the same procedure) that the committee approved the equity awards discussed above. The following table sets forth the details of these awards:

Mr. Renyi will be entitled to receive one-third of the performance shares after the end of the three-year performance period based on performance. Mr. Van Saun will be entitled to receive a pro rata portion of the performance shares based on the number of months that he served in 2008.

Although Mr. Renyi was eligible to receive an annual cash incentive award under the EICP for 2008, because the company did not achieve the minimum funding goal (as discussed above), no payments were made to Mr. Renyi for 2008 under the EICP.

The Summary Compensation Table below sets forth amounts paid or payable to Messrs. Renyi and Van Saun for 2008.

Troubled Asset Relief Program

On October 28, 2008, as part of the TARP Capital Purchase Program, the company sold 3,000,000 preferred shares and issued a 10-year warrant to purchase up to 14,516,129 shares of the company’s voting common stock at an exercise price of $31.00 per share, to the Treasury for an aggregate purchase price of $3.0 billion in cash.

The purchase agreement subjects the company to certain of the executive compensation limitations included in EESA. As a condition to the closing of the transaction, each named executive officer:

Under the letter agreements, each named executive officer agreed to eliminate any golden parachute payment to him during the TARP restricted period. Under the Treasury regulations applicable to the letter agreements, a golden parachute is a payment on account of severance greater than 2.99 times the named executive officer’s average five-year W-2 income from the company to that person. Each named executive officer also agreed that the company may “clawback” any bonus and incentive compensation paid to him during the TARP restricted period if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. Finally, each named executive officer agreed during the TARP restricted period to negotiate in good faith any revisions to any plan or agreement that is required as a result of

39

Table of Contents

the committee’s review of the company’s compensation plans and agreements to ensure that the plans do not encourage the named executive officers to take unnecessary and excessive risks that threaten the value of the company.

No money received by our company in connection with our participation in the TARP Capital Purchase Program was used to pay bonuses or other compensation to our named executive officers or in determining whether our named executive officers achieved performance goals.

American Recovery and Reinvestment Act of 2009

On February 17, 2009, President Obama signed ARRA. Among other things, ARRA significantly expanded and changed Section 111 of EESA. Under the new act, during the TARP restricted period, the company may not pay (or accrue) any bonus, retention award or incentive compensation to the named executive officers. This prohibition does not apply to any bonus required to be paid pursuant to written employment contracts executed on or before February 11, 2009. In addition, the new act permits payment of long-term restricted stock so long as the value does not exceed one-third of the employee’s total annual compensation and does not fully vest during the TARP restricted period. The Treasury may also impose other restrictions or terms relating to this kind of grant.

The new act also prohibits the company from making any payments during the TARP restricted period to any named executive officer in connection with his departure from the company for any reason except for payments for services performed or benefits accrued.

ARRA requires both the Treasury and the SEC to issue rules to implement these new executive compensation restrictions. As of March 9, 2009, neither the Treasury nor the SEC had issued these rules.

Review of Arrangements to Assure No Unnecessary or Excessive Risks

Section 111(b)(2)(A) of EESA required the committee to review within 90 days after the adoption of EESA the named executive officers’ incentive compensation arrangements with the company’s senior risk officer to ensure that the named executive officers’ incentive compensation arrangements do not encourage the named executive officers to take unnecessary and excessive risks that threaten the value of the company. The committee met in December 2008 and January 2009 to conduct its review, and the certification required to be made by the committee in connection with its review of named executive officers’ incentive compensation arrangements is set forth under the Report of the Human Resources and Compensation Committee below.

ARRA amended Section 111(b)(2)(A) of EESA and requires, among other things, that during the TARP restricted period, the committee meet at least semi-annually with the company’s senior risk officers to discuss and review the relationship between the company’s risk management policies and practices and the named executive officers’ incentive compensation arrangements. The committee will certify that it has completed such review as provided in EESA.

Changes in the 2009 Compensation Program for Named Executive Officers

In connection with the committee’s review of the compensation arrangements of our named executive officers as required by EESA and after consultation with its consultants and careful deliberation, the committee, in consultation with its independent advisors, has decided to modify the terms of the annual cash incentive awards under the EICP for 2009 and the terms of equity incentive awards for 2009.

With respect to the annual cash incentive awards to our named executive officers under the EICP for 2009, the committee has decided to base the minimum funding trigger for payment of annual cash incentives on the achievement of a pre-established minimum capital target (which is 100 basis points above the required level for

40

Table of Contents

“well-capitalized institutions,” excluding any amounts received in connection with TARP in the calculation to ensure that TARP funds are not indirectly taken into account in any bonus determination) and the achievement of positive operating EPS. In the event that the minimum funding requirements are achieved, the committee will determine any actual amounts of cash incentives to be paid to the named executive officers for 2009 performance based on a review of qualitative and quantitative factors. Quantitative factors include an assessment of our operating EPS relative to pre-established goals, our reported EPS (both absolute and relative to our peers) and our return on deployed economic capital. Qualitative factors include strategic and operational goals which vary by each executive’s individual responsibilities. The committee has full discretion to determine final cash incentive awards that the named executive officers may otherwise earn, assuming the minimum funding triggers are met.

In addition, given the volatility of the stock market, the constantly changing market conditions and the unprecedented changes in the financial services sector, the committee determined that any 2009 equity incentive awards to our named executive officers will be an equal combination (i.e., 50/50) of stock options and shares of restricted stock that vest over time. The committee determined not to tie vesting of 2009 equity awards to specific performance measures (other than our company stock price) because of the extreme volatility in the stock market and the unprecedented changes in the financial services sector.

During the TARP restricted period, awards to any individual who is one of our senior executive officers or one of our most highly compensated employees under ARRA may be affected by ARRA and the regulations as may be adopted pursuant to ARRA. The company may reduce, delay vesting, revoke, cancel, clawback or impose different terms and conditions and/or pay the award in an alternative form for any individual who is one of our senior executive officers or most highly compensated employees under ARRA if the company deems it necessary or advisable to do so in order to comply with EESA or other applicable law or regulation. All determinations with respect to the impact of ARRA on any awards shall be made by the company in its discretion.

In making its decisions, the committee believes that the most prudent approach in setting compensation for our named executive officers in the extraordinary 2009 environment is to consider compensation on a year-by-year basis, taking into account all relevant factors including how best to meet the requirements of TARP, how to motivate and retain our named executive officers during these turbulent times and to focus our named executive officers’ attention on achieving our company’s objectives. This approach gives the committee the most flexibility in this unprecedented environment. As the company progresses through 2009, the committee will evaluate the effectiveness of the performance goals and may consider other alternatives to compensate our named executive officers for 2009.

In addition, because of the significant changes in the financial services sector in 2008, the committee adopted a new peer group to be used for benchmarking purposes for 2009 compensation decisions. The companies were selected based on their mix of business, companies from which we recruit executive talent and size. The committee also considered our company’s revenue and market capitalization relative to peers. The following is the new peer group for 2009:

Change in Control Arrangements

Each named executive officer has change in control arrangements with us that we assumed in connection with the merger.

41

Table of Contents

During the second half of 2008, the committee asked management and Mercer (management’s compensation consultant) to gather information about what change in control arrangements were in place in the company’s peer group and to make recommendations about current market practices and also best practices in this area. The committee reviewed the data and also reviewed preliminary recommendations with its advisors. Although the overall objective was to harmonize benefits among the members on the company’s executive committee, further discussions were postponed because of the limitations referred to under EESA Section 111.

Additionally, existing change in control agreements between certain of our executives and Bank of New York, which were assumed by our company by operation of law in connection with the merger, were supported by a letter of credit. This letter of credit was eliminated by the committee in 2008, based on the company’s determination that the letter of credit was no longer necessary to support payments under these agreements and was an unnecessary additional cost to the company.

Recovery of Payments

In July 2008, the committee adopted a new recoupment policy with respect to equity awards made by the company to its executives, including the named executive officers. Under the policy, the company may cancel all or any portion of unvested equity awards made after the adoption of the policy and require repayment of any shares (or values thereof) of the award or amounts which were acquired from the award if:

In addition, as noted above, in connection with the TARP Capital Purchase Program, the company was required to provide for the recovery of any bonus or incentive compensation paid to any named executive officer based on financial statements or any other performance metric that are later proven to be materially inaccurate. In order to comply with this requirement, each named executive officer agreed in his letter agreement that bonus and incentive compensation paid to the executive during the period that the Treasury holds an equity or debt position acquired under the TARP Capital Purchase Program are subject to recovery or “clawback” by the company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.

Deductibility

Section 162(m) of the Internal Revenue Code of 1986, as amended, which we refer to as the “IRC,” imposes a $1 million limit on the amount that a public company may deduct for compensation paid to its chief executive officer and three other most highly compensated officers each year. This limitation does not apply to compensation that meets the requirements under IRC Section 162(m) for “qualifying performance-based” compensation, which is compensation paid when an individual’s performance meets pre-established objective goals based on performance criteria approved by the company’s stockholders. Where practical, the company’s compensation programs were designed so that all compensation paid to the named executive officers would qualify for an income tax deduction.

42

Table of Contents

Any company that participates in the TARP Capital Purchase Program is subject to new IRC Section 162(m)(5), which reduces the $1 million deduction limit to $500,000 and now covers the chief financial officer as well as the chief executive officer and the three other most highly compensated officers. In addition, as a condition to participating in the TARP Capital Purchase Program, the company agreed that it will not claim any deduction for federal income tax purposes for remuneration that would not be deductible if IRC Section 162(m)(5) were to apply to the company. For this purpose, during the TARP restricted period:

REPORT OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

The committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. On the basis of such review and discussions, the committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the company’s annual report on Form 10-K and this proxy statement.

The committee also certifies that it has reviewed with senior risk officers the senior executive officers’ incentive compensation arrangements and has made reasonable efforts to ensure that such arrangements do not encourage the senior executive officers to take unnecessary and excessive risks that threaten the value of the company.

By: The Human Resources and Compensation Committee

Wesley W. von Schack, Chairman

Ruth E. Bruch

Edmund F. Kelly

Richard J. Kogan

Samuel C. Scott III

43

Table of Contents

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation of our principal executive officer, our principal financial officer and the three most highly compensated executive officers (other than our principal executive officer and principal financial officer) at December 31, 2008. The following table also shows the compensation of Mr. Bruce Van Saun, our former Chief Financial Officer who ceased serving as our Chief Financial Officer on July 1, 2008, and Mr. Thomas Renyi, our former Executive Chairman who retired on July 31, 2008. References throughout this proxy statement to “named executive officers” refer to Messrs. Kelly, Gibbons, Hassell, Elliott and O’Hanley and do not refer to Messrs. Renyi and Van Saun. Under SEC rules, we are only required to include information relating to periods after July 1, 2007, which was the date on which Bank of New York and Mellon merged into us. However, we have elected to provide information for the full 2007 year in order to provide a complete understanding of the compensation paid to our named executives in that year.

44

Table of Contents

The amount disclosed in this column for 2008 represents (i) the amount of increase in the present value of the executive’s accumulated pension benefit and (ii) the portion of interest accrued (but not currently paid or payable) on deferred compensation above 120% of the applicable federal long-term rate at the maximum rate payable under the Mellon Elective Deferred Compensation Plan for Senior Officers. Messrs. Gibbons, Hassell, Renyi and Van Saun did not participate in a deferred compensation program in 2008. The total amount disclosed for Messrs. Kelly, Elliott and O’Hanley is divided as follows: Mr. Kelly: increase in present value of accumulated benefit, $2,221,054 and above-market nonqualified deferred compensation earnings, $0; Mr. Elliott: increase in present value of accumulated benefit, $631,672 and above-market nonqualified deferred compensation earnings, $83,956; and Mr. O’Hanley: increase in present value of accumulated benefit, $89,021 and above-market nonqualified deferred compensation earnings, $30,344. The increase in present value of accumulated benefit for Mr. Van Saun is negative $1,041,178 (this negative amount is not reflected in the amount disclosed above for Mr. Van Saun).

The following is a description of the items comprising “Perquisites and Other Personal Benefits” for each named executive officer for whom a value is disclosed in the table above: Mr. Kelly: relocation expenses ($11,421), use of company car and driver ($185,982), personal use of corporate aircraft ($11,749), home security ($4,577) and amounts paid in respect of club memberships ($8,525); Mr. Gibbons: use of company car and driver ($149,835); Mr. Hassell: use of company car and driver ($189,959); Mr. Elliott: financial planning services ($11,930), allocation of expenses for time not spent at apartment in New York, which is provided by us for business use ($106,521), personal automobile and related expenses ($12,885), use of company car and driver ($110,854), home security ($1,102), parking ($3,180), amounts paid in respect of club memberships ($20,216), medical physical examination ($54) and legacy Mellon Directors’ Charitable Giving Program (a grandfathered plan for certain former Mellon directors which is described in more detail in footnote 5 to the table in Director Compensation) ($1,670); Mr. O’Hanley: financial planning services ($8,900), personal automobile and related expenses ($3,743), personal use of corporate aircraft ($4,196), parking ($3,660) and amounts paid in respect of club memberships ($7,995); Mr. Renyi: use of company car and driver ($98,203) and home security ($796); Mr. Van Saun: use of company car and driver ($160,431).

The amounts identified in the “Contributions to Defined Contribution Plans” column represents matching contributions under our 401(k) plans.

45

Table of Contents

The amounts identified in the “Insurance Premiums” column for 2008 for Messrs. Kelly, Elliott and O’Hanley are comprised of two separate insurance-related payments: amounts paid by us for umbrella insurance coverage (Mr. Kelly: $3,545; Mr. Elliott: $3,545; Mr. O’Hanley: $2,402) and a cash payment equal to the respective executive’s imputed income under the Mellon Senior Executive Life Insurance Plan (Mr. Kelly: $95,000; Mr. Elliott: $3,170; Mr. O’Hanley: $1,311). The amounts identified for Messrs. Gibbons, Hassell, Renyi and Van Saun are also comprised of two separate insurance-related payments: taxable payments made by us for universal life insurance policies (Mr. Gibbons: $10,100; Mr. Hassell: $14,650; Mr. Renyi: $45,480; Mr. Van Saun: $6,820) and premiums for long-term disability insurance (Mr. Gibbons: $3,319; Mr. Hassell: $3,238; Mr. Renyi: $4,365; Mr. Van Saun: $2,479).

The amounts identified in the “Tax Reimbursements” column represent the following: for Mr. Kelly, the final tax gross-up amount paid by us with respect to Mr. Kelly’s relocation expenses and for Mr. Elliott, the tax gross-up and equalization amount paid by us with respect to additional personal tax expenses incurred in connection with his working in our New York City office.

Each amount disclosed in the table above as a perquisite and other personal benefit represents the aggregate incremental cost to us of the particular item being described. The dollar amount associated with personal use of our corporate aircraft was calculated by multiplying the direct hourly operating cost for use of the aircraft by the number of hours of personal use. We calculated the direct hourly operating cost by adding up the total amount spent by us for fuel, maintenance, landing fees, travel and catering associated with the use of corporate aircraft in 2008 and divided this number by the total number of flight hours logged in 2008. Also included in the calculations of dollar amounts associated with personal use of our aircraft are overnight expenses incurred by flight crew during personal use. The dollar amounts identified in connection with personal automobile and related expenses include depreciation of the vehicle and the amount we paid for fuel, maintenance and repairs of the vehicle, automobile insurance, and other vehicle-related expenses. These dollar amounts reflect the aggregate cost to us without deducting any costs attributable to the business use of the vehicle. The dollar amounts identified in connection with use of the company car and driver for each of Messrs. Kelly, Hassell, Elliott, Renyi and Van Saun include the compensation and benefits we provided to the driver, depreciation of the vehicle, the amount we paid for parking, fuel, maintenance and repairs of the vehicle, automobile insurance and other vehicle-related expenses. These dollar amounts reflect the aggregate cost to us without deducting costs attributable to the business use of the vehicles and drivers. For Mr. Elliott, the dollar amounts identified in connection with allocation of expenses for time not spent at the apartment in New York, which is provided by us for business use, were determined by applying the ratio of days not in New York divided by 365 against the cost of the housing for the year.

46

Table of Contents

47

Table of Contents

Grants of Plan-Based Awards Table

The following table shows the details concerning the grant of any non-equity incentive compensation and equity-based compensation to each named executive officer during 2008. As further discussed in the Compensation Discussion and Analysis, the non-equity incentive compensation awards were targeted to be made under the EICP. The amounts included in the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column show the threshold, target and maximum amounts that were established in March 2008 and targeted to be paid for performance during 2008 under the EICP as measured by the company’s actual performance in 2008. As further discussed in the Compensation Discussion and Analysis and as shown in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table, none of the named executive officers received any cash bonus or payments of non-equity incentive plan awards for 2008. Equity awards to Messrs. Kelly, Elliott and O’Hanley in 2008 were made under the Mellon Long-Term Profit Incentive Plan (2004), and equity awards to Messrs. Gibbons, Hassell, Van Saun and Renyi in 2008 were made under the 2003 Bank of New York Long-Term Incentive Plan.