Risk Committee

Charter

Risk Committee of the Board of Directors
of The Bank of New York Mellon Corporation

Purposes, Resources and General Considerations

The purpose of the Risk Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to (a) the risks inherent in the business of the Corporation and the control processes with respect to such risks, (b) the assessment and review of credit, market, fiduciary, liquidity, reputational, operational, fraud, strategic, technology, data-security and business-continuity risks, (c) the risk management activities of the Corporation and its subsidiaries, and (d) fiduciary activities of the Corporation's subsidiaries.

In carrying out its oversight responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge of inaccuracy.

The Committee will have the resources and authority appropriate to discharge its responsibilities, including sole authority to retain and terminate the engagement of such consultants or independent counsel to the Committee as it 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, the Committee will consist of three or more independent directors.

Subject to the provisions of Article Five of the Corporation's By-Laws, Risk Committee members and the Committee Chairman (a) shall be appointed annually by the Board of Directors on recommendation of the Corporate Governance and Nominating Committee and (b) serve at the pleasure of the Board.

Except as limited by law, regulation or the rules of the New York Stock Exchange, the Committee may form subcommittees for any purpose that it deems appropriate and may delegate to such subcommittees or to members of the Corporation's management such power and authority as it deems appropriate, provided, however, that any such subcommittees shall meet all applicable independence requirements and that the Committee shall not delegate to persons other than independent directors any functions that are required — under applicable law, regulation, or stock exchange rule — to be performed by independent directors.

The Committee shall meet as frequently as necessary to fulfill its duties and responsibilities, but not less frequently than quarterly. A meeting of the Committee may be called by its chairman or any member.

The Committee may request any officer or employee of the Corporation, or any special counsel or advisor, to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee. The agenda for each Risk Committee meeting will provide time during which the Committee can meet separately in executive session with management, the Chief Risk Officer, the Chief Compliance Officer, the independent auditors and as a Committee to discuss any matters the Committee or these groups believe should be discussed.

Minutes of its meetings will be approved by the Committee and maintained on behalf of the Committee. The Committee shall report its activities to the Board of Directors on a regular basis and make such recommendations as it deems necessary or appropriate.

Specific Responsibilities and Duties

The Committee shall have the responsibility to:

• review significant financial and other risk exposures and the steps management has taken to monitor, control and report such exposures, including, without limitation, credit, market, fiduciary, liquidity, reputational, operational, fraud, strategic, technology, data-security and business-continuity risks;
• evaluate risk exposure and tolerance and approve appropriate transactional or trading limits;
• review and evaluate the Corporation's policies and practices with respect to risk assessment and risk management and annually present to the Audit and Examining Committee of the Board a report summarizing the Committee's review of the Corporation's methods for identifying and managing risks;
• a.review reports and significant findings of the Risk Sector and the Internal Audit Department with
  respect to the risk management activities of the Corporation, together with management's
  responses and follow-up to these reports, and
  
  b.review significant reports from regulatory agencies relating to risk issues, and management's
  responses,
  
  except to the extent subject to the jurisdiction of another committee of the Board of Directors pursuant to that committee's charter;
• review reports on fiduciary activities of the Corporation's businesses;
• provide general oversight of the Corporation's investment of fiduciary assets;
• adopt the Corporation's fiduciary policy statement and, from time to time, consider other policies of the Corporation's subsidiaries concerning fiduciary activities;
• review the scope of the work of the Risk Sector and its planned activities with respect to the risk management activities of the Corporation;
• review the appointment, performance and replacement of the Chief Risk Officer;
• review the Corporation's technology risk management program; and
• receive reports from management concerning the Corporation's technology operations including, among other things, business continuity planning, data security, software development project performance, technical operations performance, technology architecture and significant technology investments and approve related plans or policies or recommend such plans and policies to the Board for approval, as appropriate.

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 and the Corporate Governance and Nominating Committee may deem appropriate. The Committee will review and assess the adequacy of this Charter annually and recommend changes to the Board of Directors when necessary.

Approved: April 14, 2009