EX-4.5



 Exhibit 4.5 

THE BANK OF NEW YORK MELLON CORPORATION 

Officers’ Certificate Pursuant to 

Sections 201 and 301 of the 

Senior Indenture 

Pursuant to resolutions of the Board of Directors (the “Board”), dated December 13, 2016 (the “Resolutions”), of The
Bank of New York Mellon Corporation (the “Company”), and an Action, dated January 30, 2017 (the “Action”), of an Authorized Officer (as defined in the Resolutions) of the Company pursuant to the Resolutions and Sections 201
and 301 of the Senior Indenture, dated as of February 9, 2016, as supplemented by the first supplemental indenture dated as of January 30, 2017, and as further supplemented from time to time (the “Senior Indenture”), between the
Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), the undersigned certify that the terms of a Series of Securities established pursuant to the Resolutions, the Action and Section 301 of the Senior
Indenture shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Indenture or the Prospectus, dated January 30, 2017, as supplemented by the Prospectus Supplement relating to the Notes
referred to below, dated January 30, 2017): 
 (1) The title of the Securities of such Series is “Senior Medium-Term Notes
Series J” (the “Notes”). 
 (2) The aggregate principal amount of Notes that may be authenticated and delivered under
the Senior Indenture shall be unlimited; provided that the aggregate principal amount of the Notes that may be authenticated and delivered shall not exceed the aggregate amount of debt that the Board has authorized the Company to issue and
sell (which, for the avoidance of doubt, shall include any amount or amounts authorized by the Board after the date hereof), taking into account any issuances and sales of debt other than the Notes by the Company, or any issuances








 
and sales of debt by any subsidiary of the Company, in each case, that have the effect of reducing the Company’s capacity to issue and sell Notes under the resolutions adopted by the Board
from time to time. 
 (3) Each issue of Notes shall mature, and the principal amount thereof shall be payable as set forth, from time to
time, in the Global Note (as defined below) evidencing such issue of Notes. 
 (4) The rate at which each issue of Notes shall bear interest
shall be as set forth, from time to time, in the applicable Global Note evidencing such issue of Notes. The date from which each issue of Notes shall bear interest and the dates and basis upon which interest will be paid on each issue of Notes shall
be as set forth, from time to time, in the applicable Global Note evidencing such issue of Notes. Interest shall be payable to the person in whose name a Note (or any Predecessor Security, as defined in the Senior Indenture) is registered at the
close of business on the “Regular Record Date”, as specified in the applicable Global Note evidencing each issue of Notes; provided that interest payable at maturity or upon earlier redemption or repayment will be payable to the
person to whom principal shall be payable. 
 (5) Whether, and the period or periods within which, price or prices at which and terms and
conditions, if any, upon which, any issue of Notes may be redeemed by the Company prior to Maturity shall be set forth in the Global Note evidencing such issue of Notes. Any election by the Company to redeem any issue of Notes shall be evidenced by
an Officers’ Certificate. 
 (6) Whether, and the period or periods within which, price or prices at which and terms and conditions, if
any, upon which, any issue of Notes will be subject to the right of the 

  
 -2- 








 
Holder thereof to elect to require the Company to repurchase such Notes shall be set forth in the Global Note evidencing such issue of Notes. 

(7) Whether any issue of Notes will have the benefit of any sinking fund shall be set forth in the Global Note evidencing such issue of Notes.

 (8) The principal of (and premium, if any, on) and interest, if any, on each issue of Notes shall be payable in the currency of the
United States of America, unless otherwise set forth in the Pricing Supplement or Terms Agreement applicable to such issue of Notes and the Global Note evidencing such issue of Notes. If other than the currency of the United States of America, the
currency, currencies, composite currency, composite currencies, or currency units in which the principal of (or premium, if any, on) or interest, if any, on any issue of Notes shall be payable, and the manner of determining the equivalent thereof in
the currency of the United States of America for any purpose, shall be set forth in the Global Note evidencing such issue of Notes. 
 (9)
Each issue of Notes will be subject to Sections 1302 and 1303 of the Senior Indenture unless otherwise set forth in the Pricing Supplement or Terms Agreement applicable to such issue of Notes and the Global Note evidencing such issue of Notes. Any
election by the Company to apply Section 1302 and/or Section 1303 of the Senior Indenture to any issue of Notes shall be evidenced by an Officers’ Certificate. 

(10) The Events of Default set forth in Article Five of the Senior Indenture will apply to each issue of Notes unless otherwise set forth in
the Pricing Supplement or Terms Agreement applicable to such issue of Notes and the Global Note evidencing such issue of Notes, in which case any addition to, elimination of or other change in the Events of Default that apply to such issue of Notes,
and any change in the right of the Trustee or the requisite Holders of such Notes 

  
 -3- 








 
to declare the principal amount thereof due and payable, shall be set forth in the Global Note evidencing such issue of Notes. 

(11) The Covenant Breaches set forth in the definition thereof in Section 101 of the Senior Indenture will apply to each issue of Notes
unless otherwise set forth in the Pricing Supplement or Terms Agreement applicable to such issue of Notes and the Global Note evidencing such issue of Notes, in which case any addition to, elimination of or other change in the Covenant Breaches that
apply to such issue of Notes shall be set forth in the Global Note evidencing such issue of Notes. 
 (12) The covenants set forth in
Article Ten of the Senior Indenture will apply to each issue of Notes unless otherwise set forth in the Pricing Supplement or Terms Agreement applicable to such issue of Notes and the Global Note evidencing such issue of Notes, in which case any
addition to, elimination of or other change in the covenants that apply to such issue of Notes shall be set forth in the Global Note evidencing such issue of Notes. 

(13) Each issue of Notes shall be issued initially in the form of one or more permanent Global Notes (collectively, the “Global
Note”) and the Depositary for such Global Note shall initially be The Depository Trust Company (the “Depositary”). 
 Except
as otherwise set forth herein, in the Senior Indenture or in the applicable Global Note for any issue of Notes, owners of beneficial interests in such Notes evidenced by such Global Note will not be entitled to any rights under the Senior Indenture
with respect to such Global Note, and the Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of the Global Note for all purposes whatsoever. 

The Depositary shall be a clearing agency registered under the Exchange Act. Initially, the Global Note shall be issued to the Depositary and
registered in the name of Cede & Co., as 

  
 -4- 








 
the nominee of the Depositary, and deposited with The Bank of New York Mellon as Custodian for the Depositary. 

(14) In accordance with Section 303 of the Indenture, the Company may, by Company Order, establish procedures for the issuance of Notes
and evidencing the determination of the terms of each issue of Notes. 
 (15) The Notes will be substantially in the form of
Annex A attached hereto, with such modifications thereto as may be approved by an Authorized Officer (as defined in the Resolutions), such approval to be conclusively evidenced by the execution by such Authorized Officer of
such Notes. 

  
 -5- 








 IN WITNESS WHEREOF, the undersigned, hereto duly authorized, have duly signed, and delivered or
caused to be delivered to the Trustee and the Authenticating Agent under the Senior Indenture, this Officers’ Certificate. 
 Dated: January 30, 2017

  

			
	By:	 	 /s/ Kurtis R. Kurimsky

		 	Kurtis R. Kurimsky
		 	Controller
		
	By:	 	 /s/ Scott Freidenrich

		 	Scott Freidenrich
		 	Executive Vice President and Treasurer


 Signature Page to Officers’ Certificate (Pursuant to Sections 201 and 301 of the Senior
Indenture) 







 Annex A 

[Forms of Note Included as Exhibits 4.3 and 4.4 to this Form 8-K]