BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
WASHINGTON, DC 20551

December 13, 2019

Randall Guynn, Esq.

Davis Polk & Wardwell LLP
450 Lexington Avenue

New York, New York 10017

Dear Mr. Guynn:

This letter responds to the request dated September 4, 2019, on behalf of The Bank of
New York Mellon Corporation, New York, New York, and State Street Corporation, Boston,
Massachusetts (the “Firms”), for an extension of time until January 1, 2021, to comply with the
clean holding company provisions! of the Board’s total loss-absorbing capacity (“TLAC”) rule”
with respect to underwriting agreements,’ fully paid structured share repurchase agreements,'
and employee and director stock options® (the “Covered Agreements”). Your letter indicated

' See 12 CFR 252.64.
2 See 82 Fed. Reg. 8266 (January 24, 2017).

> An underwriting agreement is defined as an agreement between an issuer of securities and one
or more underwriters, dealers, brokers, or other purchasers for the purpose of issuing or
distributing securities of the issuer, whether by means of an underwriting syndicate or through an
individual dealer or broker.

* Such an agreement is defined as an arrangement between an issuer and a third-party broker-
dealer in connection with a stock repurchase plan of the issuer where the issuer enters into a
forward contract with the broker-dealer that is fully prepaid by the issuer and where the broker-
dealer agrees to purchase the issuer’s stock in the market over the term of the agreement in order
to deliver the shares to the issuer.

> A stock option represents the right of an employee or director to purchase a specific number of
the issuer’s shares at a fixed price within a certain period of time (or, if the stock option is to be
cash-settled, to receive a cash payment reflecting the difference between the strike price and the
market price at the time of exercise).

6 The Firms previously received an extension of time, until January 1, 2020, to comply with the
clean holding company provisions of the Board’s TLAC rule with respect to Covered
Agreements.


that it may be burdensome and, in some cases, infeasible to comply with the rule with respect to
the Covered Agreements.

Based on all the facts of record, the Secretary of the Board, acting pursuant to authority
delegated by the Board under section 265.5(a)(2) of the Board’s Rules Regarding Delegation of
Authority, has approved the Firms’ requests for an extension of time.” Accordingly, the Firms
are granted an extension of time, until January 1, 2021, to comply with the clean holding
company provisions of the Board’s TLAC rule with respect to the Covered Agreements. This
extension of time doesnot apply to any other aspects of the clean holding company provisions of
the Board’s TLAC rule. This action is based on all the facts of record and the representations in
your submissions. Any material change in those facts or representations could affect this
approval and should be communicated promptly to Board staff.

This action may be revised or revoked, based on changes to applicable regulations or
other relevant factors. Please contact Sean Healey, Division of Supervision and Regulation, at
(202) 912-4611, or Mark Buresh, Legal Division, at (202) 452-5270, if you have any questions.

Very truly yours,

Yan 6 -——

Ann E. Misback
Secretary of the Board

7 12 CFR 265.5(a)(2).