EX-4.6



 Exhibit 4.6 

THE BANK OF NEW YORK MELLON CORPORATION 

Officers’ Certificate Pursuant to 

Sections 201 and 301 of the 

Senior Subordinated 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 Subordinated 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 Subordinated
Indenture”), between the Company and Wilmington Trust, National Association, 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 Subordinated Indenture shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Subordinated 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 Subordinated Medium-Term Notes Series K” (the “Notes”). 
 (2) The aggregate
principal amount of Notes that may be authenticated and delivered under the Senior Subordinated 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


  
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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 Subordinated 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 

  
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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 not be subject to Sections 1402 and 1403 of the Senior Subordinated 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 1402 and/or Section 1403 of the Senior Subordinated Indenture to any issue of Notes shall be evidenced by an Officers’ Certificate. 

(10) The Events of Default and Defaults set forth in Article Five of the Senior Subordinated 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 or
Defaults that apply to such issue of Notes, and any change in the 

  
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acceleration provisions in Section 502 of the Senior Subordinated Indenture, shall be set forth in the Global Note evidencing such issue of Notes. 

(11) The covenants set forth in Article Ten of the Senior Subordinated 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. 
 (12) 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 Subordinated 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 Subordinated 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 the nominee of the Depositary and deposited with The Bank of New York Mellon as Custodian
for the Depositary. 
 (13) 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. 

  
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 (14) 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. 

  
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 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 Subordinated 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
Subordinated Indenture) 







 Annex A 

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