Corporate Social Responsibility Committee

Charter

Corporate Social Responsibility Committee
of the Board of Directors
of The Bank of New York Mellon Corporation

Purposes, Resources and General Considerations

The Corporate Social Responsibility Committee (the "Committee") is appointed by the Board of Directors (the "Board") to promote a culture that emphasizes and sets high standards for corporate citizenship and reviews corporate performance against those standards. The Committee will consider matters relating to community development and involvement, philanthropy, sound environmental sustainability practices, government affairs and social responsibility relative to employees. The Committee also has responsibility for monitoring the Corporation's compliance with the Community Reinvestment Act ("CRA") and Fair Lending rules and regulations.

In carrying out their responsibilities, Committee members are entitled to rely on the accuracy and completeness of information provided by employees and consultants and on their expertise, where applicable, absent their actual knowledge to the contrary.

The Committee will have the appropriate resources and authority to discharge its responsibilities, including the authority to retain and terminate the engagement of such consultants and counsel to advise it as the Committee may deem necessary or helpful in carrying out its responsibilities and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation.

Composition, Meetings and Procedures

Subject to the provisions of Article Five of the Corporation's By-Laws, (a) the Committee will consist of four Directors, each of whom shall have been determined to be independent in accordance with the Corporation's Corporate Governance Guidelines, and (b) Committee members and the Committee Chairman will be appointed annually by the Board on the recommendation of the Corporate Governance and Nominating Committee and serve at the pleasure of the Board.

The Committee may form subcommittees for any purpose and may delegate to such subcommittees or to members of the Corporation's management such powers and authority as it deems appropriate.

The Committee shall have four regularly scheduled meetings per year. Minutes of its meetings will be approved by the Committee and maintained by the Corporation on behalf of the Committee. The Committee will report its activities to the Board.

Responsibilities and Duties

The Committee shall have the following duties and responsibilities:

• to provide primary oversight of the Corporation's programs regarding:
  • community development and involvement;
  • philanthropy;
  • environmental sustainability practices;
  • government affairs, including lobbying and political contributions;
  • supplier diversity; and
  • supplier engagement in corporate social responsibility matters
• to provide primary oversight of the Corporation's compliance with CRA and Fair Lending laws, including review of CRA examination reports and Fair Lending reports provided by federal and state examiners and related internal reports provided by management
• to be aware of the Corporation's relationships with external constituencies concerning these activities, including investors, regulators, elected officials and community leaders
• to be aware of employee-related programs such as the Global Diversity Council, affinity networks, mentoring programs and other broad-based employee development programs that could affect the Corporation's reputation for social responsibility

Annual Performance Evaluation and Charter Review

Annually, there shall be a performance evaluation of the Committee, which may be a self-evaluation or an evaluation employing such other resources or procedures as the Committee may deem appropriate. The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board when necessary.

Approved: April 14, 2009, as amended June 9, 2009