Common use of Commitments to the Community Clause in Contracts

Commitments to the Community. (a) Following the Effective Time, Pittsburgh will serve as the headquarters for the cash management and stock transfer businesses of Newco. A Center of Excellence for Technology, Operations and Administration will be organized and based in Pittsburgh and will be a primary location at which administrative services such as human resources, accounting, facilities, technology and operations will be conducted. (b) Promptly following the Effective Time, Newco will establish an advisory board for the Pittsburgh metropolitan area (the “Advisory Board”). Newco will invite all current Western Pennsylvania-domiciled Mellon external Board members, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and local heads of Newco businesses to become members of the Advisory Board, and shall cause all such individuals who accept such invitation to be elected or appointed as members of the Advisory Board. The role of the Advisory Board shall be to advise Newco with respect to Newco’s Western Pennsylvania community development and reinvestment, civic and charitable activities in the greater Pittsburgh area and to focus on jobs, monitor the integration status of Newco and ▇▇▇▇▇▇ revenue growth with corporate and wealth management clients throughout the Western Pennsylvania area. The Advisory Board shall exist for at least three years following the Effective Time, and the individuals who accept the invitation to join the Advisory Board, as described above, shall be entitled to serve as members of the Advisory Board throughout such three-year period (unless removed for cause). Members of the Advisory Board who are not employees of Newco or its Subsidiaries or members of the Board of Directors of Newco will receive a per annum retainer of $45,000 and meeting fees of $1,500 per meeting attended. (c) Promptly following the Effective Time, Newco shall appoint one or more Senior Executives, designated by Mellon prior to the Closing, who shall be the heads of Newco’s Pittsburgh office and, in addition to their regular duties, shall be responsible for advising the CEO on Pennsylvania state and civic issues and representing Newco with major Pennsylvania business and civic organizations. (d) On the Closing Date, Newco shall establish a new Mellon Charitable Foundation, dedicated to grant making in Western Pennsylvania. On the Closing Date, Newco shall contribute to the Mellon Charitable Foundation an amount in cash equal to $60 million. The Mellon Financial Foundation shall transfer assets with a value equal to $20 million from the existing Mellon Financial Foundation to the Mellon Charitable Foundation. While serving as such, the members of the Advisory Board shall serve, with others designated from time to time by Newco, as trustees of the Mellon Charitable Foundation. At and after the Effective Time, in addition to the activities of the Mellon Charitable Foundation, Newco shall maintain Mellon’s strong commitment to charitable giving in the greater Pittsburgh metropolitan area of not less than $1.2 million annually. The Mellon Financial Foundation shall be renamed The Bank of New York Mellon Corporation Foundation and remain in effect and, following the transfer of assets referred to above, shall direct its charitable giving outside the greater Pittsburgh metropolitan area. It is agreed by the Parties that Mellon may effectuate the formation and funding of the Mellon Charitable Foundation set forth in this Section 5.20(d) by alternative steps if appropriate to comply with applicable Law. (e) It is the intent of the Parties that Newco shall use its reasonable best efforts, in light of and subject to business needs, market conditions and other relevant factors, to create jobs in the Western Pennsylvania area over the 3-5 year period following the Effective Time so that the Newco employment levels within such area at the end of such period are equal to or greater than those of Mellon within such area at the Effective Time. (f) It is the current expectation of the Parties that Newco will pay quarterly dividends from and after the Effective Time at the initial rate of $0.235 per share of Newco Common Stock, it being understood that the payment of dividends is subject to declaration by, and solely within the discretion of, the Board of Directors of Newco. (g) The commitments set forth in this Section 5.20 will be reflected in the minutes of Newco following the Closing Date.

Commitments to the Community. (a) Following the Effective Time, Pittsburgh will serve as the headquarters for the cash management and stock transfer businesses of Newco. A Center of Excellence for Technology, Operations and Administration will be organized and based in Pittsburgh and will be a primary location at which administrative services such as human resources, accounting, facilities, technology and operations will be conducted. (b) Promptly following the Effective Time, Newco will establish an advisory board for the Pittsburgh metropolitan area (the “Advisory Board”). Newco will invite all current Western Pennsylvania-domiciled Mellon external Board members, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and local heads of Newco businesses to become members of the Advisory Board, and shall cause all such individuals who accept such invitation to be elected or appointed as members of the Advisory Board. The role of the Advisory Board shall be to advise Newco with respect to Newco’s Western Pennsylvania community development and reinvestment, civic and charitable activities in the greater Pittsburgh area and to focus on jobs, monitor the integration status of Newco and ▇▇▇▇▇▇ revenue growth with corporate and wealth management clients throughout the Western Pennsylvania area. The Advisory Board shall exist for at least three years following the Effective Time, and the individuals who accept the invitation to join the Advisory Board, as described above, shall be entitled to serve as members of the Advisory Board throughout such three-year period (unless removed for cause). Members of the Advisory Board who are not employees of Newco or its Subsidiaries or members of the Board of Directors of Newco will receive a per annum retainer of $45,000 and meeting fees of $1,500 per meeting attended. (c) Promptly following the Effective Time, Newco shall appoint one or more Senior Executives, designated by Mellon prior to the Closing, who shall be the heads of Newco’s Pittsburgh office and, in addition to their regular duties, shall be responsible for advising the CEO on Pennsylvania state and civic issues and representing Newco with major Pennsylvania business and civic organizations. (d) On the Closing Date, Newco shall establish a new cause the Mellon Financial Corporation Foundation to file Articles of Amendment to become the newly named Mellon Charitable Foundation, dedicated to grant making in Western Pennsylvania. On the Closing Date, Newco shall contribute to the Mellon Charitable Foundation an amount in cash equal to $20 million, which with the approximately $60 million. The million currently in the Mellon Financial Corporation Foundation shall transfer assets with a value equal to will total approximately $20 million from the existing Mellon Financial Foundation to the Mellon Charitable Foundation80 million. While serving as such, the members of the Advisory Board shall serve, with others designated from time to time by Newco, as trustees of the Mellon Charitable Foundation. At and after the Effective Time, in addition to the activities of the Mellon Charitable Foundation, Newco shall maintain Mellon’s strong commitment to charitable giving in the greater Pittsburgh metropolitan area of not less than $1.2 million annually. On the Closing Date, The Mellon Financial Bank of New York Foundation shall be renamed The Bank of New York Mellon Corporation Foundation and remain in effect andeffect, following and Newco shall contribute $40 million to this entity. Following the transfer of assets referred to above, The Bank of New York Mellon Corporation Foundation shall direct its charitable giving outside the greater Pittsburgh metropolitan area. It is agreed by the Parties that Mellon may effectuate the formation and funding of the Mellon Charitable Foundation and The Bank of New York Mellon Corporation Foundation set forth in this Section 5.20(d) by alternative steps if appropriate to comply with applicable LawLaw or facilitate the intended purposes. (e) It is the intent of the Parties that Newco shall use its reasonable best efforts, in light of and subject to business needs, market conditions and other relevant factors, to create jobs in the Western Pennsylvania area over the 3-5 year period following the Effective Time so that the Newco employment levels within such area and at the end of such period are equal to or greater than those of Mellon within such area at the Effective Time. (f) It is the current expectation of the Parties that Newco will pay quarterly dividends from and after the Effective Time at the initial rate of $0.235 per share of Newco Common Stock, it being understood that the payment of dividends is subject to declaration by, and solely within the discretion of, the Board of Directors of Newco. (g) The commitments set forth in this Section 5.20 will be reflected in the minutes of Newco following the Closing Date.