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PIN AccessWhen you access the new plan Web site or HR4U menu for the first time, you will use your Social Security number anda new personal identification number (PIN), which ING will mail to your home address of record in early April. It willcome in a white security envelope. Your new PIN will provide full access to the new Plan Web site; if you don’t receiveyour PIN, please contact the HR Client Service Center at 1-800-947-HR4U (4748) and press option 1. After you log ononce with your Social Security number, you can choose a new password.New investment advice — ING Advisor Service*In these volatile times, it’s important to develop a solid, long-term investment strategy. That means setting realistic goals,knowing your retirement income needs, creating a well-diversified portfolio, managing risk intelligently, monitoring yourprogress and making changes as needed. To help you, you’ll have access to personalized investment advice through INGAdvisor Service, powered by Financial Engines. Through this service, you’ll have two additional ways to get support.You can use the Personal Online Advisor, an interactive online service available at no additional cost. Or, for an additionalfee, you can enroll in the Professional Account Manager program to work directly with an ING investment representativeby telephone. Look for more information in the Plan Highlights brochure coming in April.New Account Management FeaturesAfter the transition, you can take advantage of some great new accountmanagement features, including: A utomatic Account Rebalancing — Have your account automaticallyrebalanced each quarter to maintain your original investment strategy. U ser Password and PIN Preferences — Choose your own passwordand PIN, and reset your PIN automatically. R esource Center — Access online information on retirementplanning, investing and personal finance, and establish a personalizedlearning library through My Learning Center. O nline statements and confirmations — Set your preference foraccount correspondence, including receiving statements andconfirmations online, and run a statement on-demand for thetime frame you elect (note that history for statements will beginon the conversion date).* Advisory Services provided by ING Investment Advisors, LLC. ING Investment Advisors, LLCdoes not give tax or legal advice. A Disclosure Statement may be viewed online by accessingthe ING Advisor Service link at www.bnymellon401k.com or calling the HR Client ServiceCenter at 1-800-947-HR4U after the transition period is complete. The forecasts are notguarantees of future results. The forecasts derive from forward looking models of theeconomy and securities markets that may use such data as historical returns, historicalcorrelation, expected growth rates, and calculated risk premiums based on those and otherhypothetical assumptions. The completeness of our recommendations is dependent onthe completeness of the information you furnish to us.3

Plan ahead for the transitionThe blackout period will begin at 4 p.m. EST on March 25, 2009, and you will not have access to your 401(k) accountuntil the transition to ING is completed. The transition is expected to be completed during the first week of April 2009.Plan records and fund assets will transfer automatically.You do not have to take any action unless you wish to access your account or make a change.Your savings will remain invested throughout the blackout period. If you are planning to make changes to your accountin the near future, such as transferring balances into different funds, or requesting a withdrawal or distribution, you mustcomplete your transactions before the cutoff dates in the Transition Period Key Dates table on page 5. Otherwise, youwill not be able to take such actions and will have to wait until the transition to ING is completed.During the week of April 6, 2009, you will receive additional communications announcing when the transition periodhas ended. You can also determine whether the transition period has ended by going online to a new plan Web site atwww.bnymellon401k.com or by calling HR4U at 1-800-947-HR4U (4748) and pressing option 1. We encourage youto carefully consider how this transition period may affect your retirement planning, as well as your overall financial plan.Please note, throughout the transition period youraccount balances will remain invested and continueto earn gains or losses during that time.4

TRANSITION PERIODKEY DATESWednesday, March 18Before 4 p.m. ESTLast day to request a withdrawal using a paper formfrom the Mellon 401(k) Retirement Savings Plan. You must complete a form and return it to the current recordkeeper by this date for processing.Monday, March 23Before 4 p.m. ESTWednesday, March 25Before 4 p.m. ESTLast day to request a withdrawal, by applying online,from the Mellon 401(k) Retirement Savings Plan.Last day to make online transactions from the Mellon 401(k) Retirement Savings Plan,such as fund transfers.Last day to request a transfer to the Self-Directed Account.Last day to access the Mellon 401(k) Retirement Savings Plan. The Mellon 401(k) Retirement Savings Plan Web site and telephone number will not be active after this time.March 26 through April 5Transition “Blackout” Period Y ou will be unable to access your account or make any account transactions during this period,including transferring balances into different funds, or requesting or obtaining a withdrawal or distribution. A ssets are transferred to ING and the new fund lineup. Y our account remains invested and continues to earn any gains or losses during this time period.First week in AprilWeek of April 6, 2009ING PINs mailed to your home address on file.Transition period ends, full account access is available. Y ou can access your account, perform transactions, and access the new tools and features throughthe new plan Web site at www.bnymellon401k.com or through HR4U at 1-800-947-HR4U (4748)and hit option 1. You will need your new PIN and Social Security number to access either system.5

Remember: Full account access will be restricted from 4 p.m. EST on Wednesday, March 25, 2009. If you are planning to make any changes to your account in the near future, youmust complete your transactions through the Mellon 401(k) Retirement SavingsPlan according to the transaction dates outlined on page 5. Your current PIN for the Mellon 401(k) Retirement Savings Plan can be used until the transitionperiod begins at 4 p.m. EST on Wednesday, March 25, 2009. A new PIN will be mailed to you by INGand can be used after the transition period ends in April.Questions?If you have questions about these changes, here’s how to find the answers. Before the transition period begins, you can contact the Mellon 401(k) Retirement Savings Plan as you do today. D uring the blackout period you will be able to get general information about the new 401(k) plan by callingHR4U at 1-800-947-HR4U (4748) and pressing option 1 to speak with an ING Customer Service Representative,from 8 a.m. to 8 p.m. EST Monday through Friday, or visiting the new plan Web site at www.bnymellon401k.com.Please note: You will not be able to access your personal account information until the transition is complete. A fter the transition, you can get complete plan information, access your personal account, and conducttransactions through HR4U and www.bnymellon401k.com as described above.The Bank of New York Mellon Corporation 401(k) Savings PlanThe description of our new Retirement Program, as well as other related communication materials, is intended as an overview of some key plan provisions. The plansare governed by formal plan documents and, in the event of any conflict, the formal plan documents will control. The Bank of New York Mellon reserves the rightto amend any or all of its employee benefits plans, in whole or in part, at any time. Participation in the Retirement Program does not create any contractual orother right to receive any other benefits, nor does your participation constitute a condition or right of future employment.The changes and benefits described in this brochure do not apply to employees of Pershing LLC.The Bank of New York MellonOne Wall StreetNew York, NY 10286www.bnymellon.com 2009 The Bank of New York Mellon Corporation. All rights reserved.09IAS-02-0026TLMEL0209

The Bank of New York Mellon Corporation 401(k) Savings PlanTake a look at your new investment lineup — and how assetsin your Mellon 401(k) Retirement Savings Plan account willtransfer over to the new fundsOnce The Bank of New York Mellon Corporation 401(k) Savings Plangoes live in April, you’ll have a new set of investment options.The Bank of New York Mellon worked with an independent fiduciary and investmentconsultant to research and select the new line-up of investment funds. The Bank ofNew York Mellon sought to provide additional diversification opportunities, becausea well-diversified portfolio can help limit your exposure to risk. The Bank of New YorkMellon also focused on funds with low fees and expenses, which can help increasereturns over the long term.The result? A new lineup of cost-effective options to help you invest according toyour personal goals, preferences and risk tolerance — whether you’re a novice or anexperienced investor. Your new options are divided into four tiers. Here’s a quicklook at each.THE BANK OF NEW YORK MELLONCORPORATION 401(K) SAVINGS PLANINVESTMENT TIERSBy offering four investment tiers,the Plan lets you choose from a widerange of options. You can invest in asingle LifePath Index Fund from Tier 1.Or you can combine a variety of fundsfrom all four tiers to create your owndiversified portfolio. Tier 1: LifePath Index Funds Tier 2: Passively ManagedIndex Funds Tier 3: Actively Managed Funds Tier 4: Self-Directed AccountTier 1:LifePath Index FundsLifePath Index Funds take the hasslesand headaches out of investing. If youdon’t have the time or desire to manageyour own investments, each of these 10target-date portfolios offers a simple buteffective “one-stop” solution.Each LifePath Index Fund includes adiverse investment mix and correspondsto a target retirement year, ranging from2010 to 2050. There is also a LifePathIndex Retirement Fund for those alreadyin retirement. All you need to do is selectthe fund with the year closest to the yearyou plan to retire, and direct all or anyportion of your contributions and accountbalance to that fund. For example, if youexpect to retire in 2028, you could pickthe Retirement Index 2030 Fund.1If you are not comfortable making yourown investment decisions, a LifePathIndex Fund may be an ideal choice.Rather than trying to mix and manageyour own collection of funds, aprofessional investment manager willdo it for you. You only need to selectone LifePath Index Fund to obtain awell-diversified investment mix. And thatmix will change automatically over time,so your strategy gradually becomesmore conservative as you get closer toretirement age.

Tier 1:LifePath Index FundscontinuedIF YOU WERE BORN .YOU MAY WANT TO CONSIDERTHIS LIFEPATH INDEX FUNDIn 1942 or beforeLifePath RetirementBetween 1943 and 1947LifePath Index 2010Between 1948 and 1952LifePath Index 2015Between 1953 and 1957LifePath Index 2020Between 1958 and 1962LifePath Index 2025Between 1963 and 1967LifePath Index 2030Between 1968 and 1972LifePath Index 2035Between 1973 and 1977LifePath Index 2040Between 1978 and 1982LifePath Index 2045In 1983 or laterLifePath Index 2050LifePath Index RetirementLifePath Index 2010-2050 O bjective: Seeks income andmoderate long-term growth forthose age 65 or older O bjective: Seeks total returnaccording to the respective maturitydate of the fund S trategy: LifePath Index Retirementis the one fund in this category thatdoes not adjust its mix of investmentsover time. It aims to help preservesavings with a higher concentrationin bonds and cash and a lowerconcentration in stocks and real estate. S trategy: A combination of index funds,comprising stocks, bonds, cash and realestate, will be used to seek anappropriate return and risk relative tothe time horizon of the fund. Each fundwill rebalance periodically to maintain anallocation of assets based on the fundmanager’s recommendations associatedwith target retirement dates. New targetyear funds will be added approximatelyevery five years based on the expectedretirement date of new workforceentrants. When the fund reaches itstarget date, such as 2010, your investmentis automatically moved into the LifePathIndex Retirement fund. Fund Manager: Barclays Global Investors Fund Manager: Barclays Global Investors2

Tier 2:Passively Managed Index FundsIf you prefer to select, monitor and manage your own portfolio, the Plan offers investmentsacross the major asset classes, including stocks, bonds, cash and real estate.Passively managed index funds are designed to track a specific investment index, such asthe S&P 500 Index or the Russell 2500 Index. Each fund looks to replicate the holdingsand the performance of its index. In other words, these funds do not seek to exceed thereturns of a given market index. Rather, they seek to match those returns, less fees andexpenses. Because there is little research or active trading in these funds, expenses aregenerally lower than those of actively managed funds. Those lower expenses may behelpful in increasing your returns over the long term.An index is a collection of securities representing a particularmarket, or a portion of it. For example, the S&P 500 includes500 large companies in leading industries across theU.S. economy. The Russell 2500 Index, on the other hand,includes approximately 2,500 small and mid-size companies.Aggregate Bond Index Fund O bjective: Seeks to match the returnand risk characteristics of the BarclaysCapital (formerly Lehman Brothers)Aggregate Bond Index S trategy: The fund will invest inhigh-quality fixed-income securitiesincluding: U.S. Treasury, federal agency,mortgage-backed, asset-backed andcorporate securities. F und Manager: Mellon CapitalManagementLarge Cap Stock Index FundSmall-Mid Cap StockIndex FundInternational ACWI Ex-USStock Index Fund O bjective: Seeks to match thereturn and risk characteristics ofthe Russell 2500 Index O bjective: Seeks to match the returnand risk characteristics of the MSCI AllCountry World (ACWI) ex-US Index S trategy: The fund’s investmentgoal is long-term capital growththrough a combination of capitalappreciation and, to a lesser extent,reinvested dividend income byinvesting in stocks of small- andmid-size U.S. companies. S trategy: The fund’s investmentgoal is long-term capital growth througha combination of reinvested dividendincome and capital appreciation byinvesting in stocks of non-U.S. companies.This fund provides participants theopportunity to diversify their equityallocation with investments in non-U.S.stocks and exposure to foreign currencies. F und Manager: Mellon CapitalManagement O bjective: Seeks to match the returnand risk characteristics of theS&P 500 Index S trategy: The fund’s investmentgoal is long-term capital growth througha combination of reinvested dividendincome and capital appreciation by investingin stocks of large U.S. companies. F und Manager: Mellon CapitalManagement3 F und Manager: Mellon CapitalManagement

Tier 3:Actively Managed FundsWith actively managed funds, the portfolio managers follow investmentstrategies that seek to exceed the returns of a given market index or benchmark.(A benchmark is the rate of return for a generally accepted measurement for thatfund so you can compare the performance against the overall performance of similarinvestments.) The managers use their judgment and experience to carefully selectand monitor investments. Because this approach often requires a great deal of researchand trading activity, fees and expenses are generally higher than those of indexfunds. The goal is to outperform the market enough to offset those higher expenses.Core Plus Bond Fund O bjective: Long-term preservationof principal with low to moderate capitalgrowth through a combination of interestincome and capital appreciationLarge Cap Value Equity FundMid Cap Value Equity Fund O bjective: Long-term capital growththrough a combination of reinvesteddividend income and capitalappreciation O bjective: Long-term capital growththrough a combination of capitalappreciation and, to a lesser extent,reinvested dividend income S trategy: To be invested primarilyin stocks of large cap companies.The fund will focus on companies orindustries that the fund’s managerbelieves to be temporarily out of favorand/or high-dividend-paying stocks. S trategy: To be invested primarilyin stocks of mid cap companies.The fund will focus on companies orindustries that the fund’s managerbelieves to be temporarily out of favorand/or high-dividend-paying stocks. Fund Manager: PIMCO, Standish F und Manager: The Boston Company,Cohen & Steers F und Manager: Thompson Siegel andWalmsley, TIAA CREFLarge Cap Growth Equity FundMid Cap Growth Equity FundSmall Cap Growth Equity Fund O bjective: Long-term capital growththrough a combination of reinvesteddividend income and capitalappreciation O bjective: Long-term capital growththrough a combination of capitalappreciation and, to a lesser extent,reinvested dividend income O bjective: Long-term capital growththrough a combination of capitalappreciation and, to a lesser extent,reinvested dividend income S trategy: To be invested primarily instocks of large cap companies. The fundwill focus on companies or industriesexperiencing above-average growth inmeasures including earnings, sales,market share and stock price. S trategy: To be invested primarily instocks of mid cap companies. The fundwill focus on companies or industriesexperiencing above-average growth inmeasures including earnings, sales,market share and stock price. S trategy: To be invested primarily instocks of small cap companies. The fundwill focus on companies or industriesexperiencing above average-growth inmeasures including earnings, sales,market share and stock price. Fund Manager: Westfield, Wells Capital Fund Manager: UBS, TimesSquare Fund Manager: Cadence, Perimeter S trategy: To be invested primarily inhigh-quality bonds and other fixedincome securities, including U.S. Treasury,federal agency, mortgage-backed,asset-backed and corporate securities.The fund may also have a limited portion(typically 20 percent or less) of assetsinvested in high-yield (below investmentgrade) and non-dollar bonds includingemerging market debt. The fund willtypically maintain market duration longerthan that of the Stable Value fund.4

Tier 3 Actively Managed Funds continuedSmall Cap Value Equity FundEmerging Markets Equity Fund O bjective: Long-term capital growththrough a combination of capitalappreciation and to a lesser extentreinvested dividend income O bjective: Long-term capital growththrough a combination of reinvesteddividend income and capitalappreciation S trategy: To be invested primarilyin stocks of small cap companies.The fund will focus on companies orindustries that the fund’s managerbelieves to be temporarily out of favorand/or high-dividend-paying stocks. S trategy: This fund will provide broademerging market equity and currencyexposure. The fund will invest primarilyin stocks of companies located inemerging markets. F und Manager: The Boston Company,Columbia Fund Manager: RobecoGlobal Real Estate (REIT) FundInternational Growth Equity Fund O bjective: Long-term capital growththrough a combination of reinvesteddividend income and capital appreciation S trategy: This fund holds equityinvestments in growth companiesoutside of the U.S., which will lead toexposure to foreign currencies as well.The fund will invest primarily in stocksof developed countries with a focus onlarge capitalization stocks althou

Mellon 401(k) Retirement Savings Plan will be merged to form The Bank of New York Mellon Corporation 401(k) Savings Plan. 2. As a result of these changes, you will be temporarily unable to access your account under the Mellon 401(k) Retirement Savings Plan, including being unable to direct or diversify investments in your