Form of Long Term Incentive Plan Deferred Stock Unit Agreement for Directors



 Exhibit 10.1 
 THE BANK OF NEW YORK MELLON CORPORATION 
 LONG-TERM INCENTIVE PLAN 
 DEFERRED STOCK UNIT AGREEMENT 
 THIS AGREEMENT, made as of this 21st day of April, 2008, by and between The Bank of New York Mellon Corporation or its successor (the “Corporation”), having its principal place of business in the State of New
York, 
 and 
 [NAME] (the “Grantee”), a Director of the Corporation; 
 WITNESSETH THAT: 
 WHEREAS, Grantee is now serving as a Director of the Corporation; and 
 WHEREAS, the Corporation has adopted The Bank of New York Mellon Corporation Long-Term Incentive Plan (the “Plan”) under which the Corporation may grant to Non-Employee Directors of the Corporation Deferred
Stock Units payable in shares of common stock, par value $.01 per share, of the Corporation (the “Common Stock”) subject to conditions set forth in the Plan and in this Agreement; and 
 WHEREAS, the Corporation desires to grant [# units] Deferred Stock Units to Grantee; 
 NOW THEREFORE, in consideration of the covenants and agreements herein contained and intending to be legally bound, the parties hereto hereby agree with
each other as follows: 
 SECTION 1: Deferred Stock Unit Award 
 1.1. Grant. Subject to the terms and conditions set forth herein and to the terms of the Plan, the Corporation hereby awards to Grantee the number
of Deferred Stock Units stated above. 
 SECTION 2: Vesting and Forfeiture of Units 
 2.1. Vesting. If the Grantee shall continue to serve as a Director of the Corporation until the earlier of April 21, 2009 or the date of the
Annual Meeting of Stockholders of the Corporation in 2009 (the “Vesting Date”), the Deferred Stock Units granted in Section 1.1, together with all additional Deferred Stock Units which shall accrue before or after the Vesting Date
under Section 3.1 (collectively, the “Units”), shall be vested and no longer subject to forfeiture. If prior to the Vesting Date the Grantee’s service as a Director shall terminate due to death or disability, the Units shall be
vested and no longer subject to forfeiture. If (i) a Change In Control (as defined in the Plan) occurs prior to or simultaneously with the termination of Grantee’s service as a Director of the Corporation, and (ii) the Grantee’s
service as a Director of the Corporation terminates upon, or in connection with, the consummation of the transactions contemplated by such Change In Control, then the Units shall be vested and no longer subject to forfeiture. 







 2.2. Forfeiture. If prior to the Vesting Date and prior to the vesting of the Units resulting from
the occurrence of a Change in Control pursuant to Section 2.1 above, the Grantee’s service as a Director shall terminate other than as a result of death or disability, the Units shall be deemed forfeited, and no payment in respect thereof
shall be made. 
 SECTION 3: Dividends 
 3.1. Deemed Dividend Reinvestment. From the date of this Agreement until the date of the termination of Grantee’s service as a member of the Board of Directors of the Corporation, each time a cash dividend
is paid on the Common Stock, there shall be added to the number of Units then outstanding hereunder a number of full and fractional Units equal to the number of shares of Common Stock the Grantee would have received if, as of the record date for
such dividend, a number of shares of Common Stock equal to the number of Units then outstanding hereunder had been held for the Grantee’s account under the Corporation’s Stock Purchase and Dividend Reinvestment Plan. 
 SECTION 4: Payment 
 4.1. Payment in Shares. No payment in respect of the Units shall be made to the Grantee
until the termination of the Grantee’s service as a Director of the Corporation. Subject to any deferral election properly submitted by the Grantee, on the 30th day following the termination of the Grantee’s service as a Director (or the next following business day if the 30th day is not a business day), the Corporation shall cause to be issued to the Grantee or the Grantee’s estate a number of shares of Common Stock equal to the number of vested whole Units then outstanding hereunder. In lieu of any
fractional Unit, the Corporation may pay to the Grantee or the Grantee’s estate an amount in cash based on the Fair Market Value (as defined in the Plan) of a share of Common Stock as of a date within 10 business days of the date of payment.

 SECTION 5: Miscellaneous 
 5.1. Compliance with Laws. Notwithstanding any other provision of this Agreement, Grantee hereby agrees to take any action, and consents to the taking of any action by the Corporation, with respect to the Units awarded hereunder
necessary to achieve compliance with applicable laws or regulations in effect from time to time. Any determination by the Board of Directors with respect to the need for any action in order to achieve such compliance with laws or regulations shall
be final, binding and conclusive. The Corporation shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 or to take any other affirmative action in order to cause the award of Units under the Plan, the
vesting thereof or the delivery of shares of Common Stock in payment thereof to comply with any law or regulation in effect from time to time. 
 5.2. Withholding Taxes. Grantee shall be advised by the Corporation as to the amount of any federal, state, local or foreign income or employment taxes required to be withheld by the Corporation on the income resulting from the award
or payment of the Units. Grantee shall pay any taxes required to be withheld directly to the Corporation in cash upon request, except that the Grantee may satisfy such obligation in part by requesting the Corporation in writing to withhold from the
shares of Common Stock or cash otherwise deliverable to the Grantee or by delivering to 

  

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the Corporation shares of Common Stock having a Fair Market Value, as defined in the Plan, on the date the amount of tax to be withheld is determined equal
to the amount of the minimum statutory withholding tax obligation to be so satisfied. Grantee understands that no payment of the Units shall be made, unless and until Grantee shall have satisfied any obligation for withholding taxes with respect
thereto as provided herein. 
 5.3. Non-Assignability. Prior to the date of payment thereof, neither the Units nor any interest
therein shall be assignable or transferable by the Grantee in any respect, and the Corporation shall not be required to recognize any attempted assignment, transfer, pledge or hypothecation of any Units or any interest therein. 
 5.4. No Right to Continued Service. Nothing herein shall be construed as giving Grantee any right to continued service as a Director of the
Corporation. 
 5.5. Agreement Subject to Plan. This Agreement is subject in all respects to the terms of the Plan, as amended and
interpreted from time to time by the Board of Directors; provided, however, that no alteration, amendment, revocation or termination of the Plan shall, without the written consent of Grantee, adversely affect the rights of Grantee with respect to
the Units. Should there be any inconsistency between the provisions of this Agreement and the terms and conditions of the Plan, the provisions in the Plan shall govern. Grantee may obtain a copy of the Plan by writing or calling the Corporate
Compensation Division of the Corporation’s Human Resources Department. 
 5.6. Governing Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of New York, other than any choice of law provisions calling for the application of laws of another jurisdiction. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 
  

			
	 THE BANK OF NEW YORK MELLON
 CORPORATION

		
	By	 	  

	
	GRANTEE
	
	  



  

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