Bond BNY Mellon Corp 4.5% ( US064058AB61 ) in USD

BNY Mellon Corp

100 % ⇌

United States

US064058AB61 ( in USD )

4.5% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Bank of New York Mellon Corp US064058AB61 en USD 4.5%, maturity Perpetual

1 000 USD

500 000 000 USD

064058AB6

BBB ( Lower medium grade - Investment-grade )

N/A

20/09/2025 ( In 78 days )

Bank of New York Mellon Corporation (BNY Mellon) is a global investment management corporation providing investment management, investment services, and custody services to institutional and high-net-worth clients.

The Bond issued by BNY Mellon Corp ( United States ) , in USD, with the ISIN code US064058AB61, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by BNY Mellon Corp ( United States ) , in USD, with the ISIN code US064058AB61, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
424B2 1 d536125d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Calculation of the Registration Fee

Maximum Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
Depositary Shares of The Bank of New York Mellon Corporation (each representing a 1/100th interest in
a share of Series D Noncumulative Perpetual Preferred Stock)

$500,000,000

$68,200.00

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-167832

PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 28, 2010)

The Bank of New York Mellon Corporation
Depositary Shares
Each representing a 1/100th Interest in a Share of
Series D Noncumulative Perpetual Preferred Stock

Each of the 500,000 depositary shares offered hereby (the "depositary shares") represents a 1/100th ownership interest in a share of Series D Noncumulative Perpetual Preferred
Stock, with a liquidation preference of $100,000 per share (the "Series D Preferred Stock"), of The Bank of New York Mellon Corporation, deposited with Computershare Shareowner
Services LLC, as depositary. The depositary shares are evidenced by depositary receipts. As a holder of the depositary shares, you are entitled to all proportional rights and preferences of
the Series D Preferred Stock (including dividend, voting, redemption and liquidation rights). You must exercise such rights through the depositary.
We will pay dividends on the Series D Preferred Stock only when, as and if declared by our board of directors (or a duly authorized committee of the board) and to the extent that
we have legally available funds to pay dividends. Dividends will accrue on the liquidation amount of $100,000 per share of the Series D Preferred Stock and be payable in arrears at a
rate per annum equal to (i) 4.50%, on June 20 and December 20 of each year, commencing December 20, 2013, to but excluding June 20, 2023; and (ii) a floating rate equal to Three-
month LIBOR (as defined elsewhere in this prospectus supplement) plus 2.46%, on March 20, June 20, September 20 and December 20 of each year, from and including June 20, 2023.
Payment of dividends on the Series D Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
We may, at our option, redeem the shares of Series D Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date (as that term is defined elsewhere in
this prospectus supplement) on or after the dividend payment date in June 2023 or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment
Event (as defined elsewhere in this prospectus supplement), in each case at a cash redemption price of $100,000 per share (equivalent to $1,000 per depositary share), plus any declared
and unpaid dividends, without regard to any undeclared dividends, to but excluding the redemption date. If we redeem the Series D Preferred Stock, the depositary will redeem a
proportionate number of depositary shares. The Series D Preferred Stock will not have any voting rights except as described elsewhere in this prospectus supplement.
Neither the Series D Preferred Stock nor the depositary shares will be savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and will not be
insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
Investing in the depositary shares and the underlying Series D Preferred Stock involves risks. See " Risk Factors" beginning on page
S-5 to read about factors you should consider before buying the depositary shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Depositary Share
Total

Public offering price (1)

$1,000.00

$500,000,000.00
Underwriting discounts and commissions

$ 10.00

$
5,000,000.00
Proceeds, before offering expenses, to us (1)

$ 990.00

$495,000,000.00
(1) The public offering price does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the original issue date, which is expected to be
May 17, 2013.
We may from time to time elect to issue additional depositary shares representing shares of the Series D Preferred Stock, and all such additional shares would be deemed to form a
single series with the depositary shares offered by this prospectus supplement.
Neither shares of the Series D Preferred Stock nor the depositary shares will be listed on any securities exchange or automated quotation system.
The underwriters expect to deliver the depositary shares in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
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Prospectus Supplement
including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about May 17,
2013.

Joint Book-Running Managers

Credit Suisse

Deutsche Bank Securities

Goldman, Sachs & Co.

UBS Investment Bank
BNY Mellon Capital Markets, LLC
Joint Lead Managers

Barclays

BofA Merrill Lynch

Citigroup

Morgan Stanley

Co-Managers

Lloyds Securities

Wells Fargo Securities

Mischler Financial Group, Inc.

Prospectus Supplement dated May 10, 2013
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-ii
FORWARD-LOOKING STATEMENTS

S-iii
SUMMARY

S-1
RISK FACTORS

S-5
USE OF PROCEEDS

S-11
DESCRIPTION OF THE SERIES D PREFERRED STOCK

S-12
DESCRIPTION OF THE DEPOSITARY SHARES

S-21
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

S-23
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

S-26
CERTAIN ERISA CONSIDERATIONS

S-32
UNDERWRITING (CONFLICTS OF INTEREST)

S-33
VALIDITY OF THE SECURITIES

S-38
EXPERTS

S-38
Prospectus

ABOUT THIS PROSPECTUS SUPPLEMENT

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

3
THE COMPANY

4
THE BNY TRUSTS

4
RISK FACTORS

5
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

5
USE OF PROCEEDS

6
DESCRIPTION OF SENIOR DEBT SECURITIES AND SENIOR SUBORDINATED DEBT SECURITIES

7
TRUST PREFERRED SECURITIES; JUNIOR SUBORDINATED DEBT SECURITIES; RELATED GUARANTEES AND OTHER
OBLIGATIONS

19
DESCRIPTION OF PREFERRED STOCK

20
DESCRIPTION OF DEPOSITARY SHARES

24
DESCRIPTION OF COMMON STOCK

27
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

30
DESCRIPTION OF WARRANTS

32
BOOK ENTRY ISSUANCE

33
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

39
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Prospectus Supplement
VALIDITY OF SECURITIES

41
EXPERT

41
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the
accompanying prospectus, and in any free writing prospectus that we prepare. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. This prospectus supplement, the
accompanying prospectus and any such free writing prospectus may be used only for the purposes for which they have been prepared. You
should not assume that the information contained or incorporated by reference in this prospectus supplement is accurate as of any date
other than the date of this prospectus supplement or the date of the relevant incorporated document, as applicable. The financial
condition, results of operations or business prospects of the Company may have changed since those dates. We are not making an offer of
these securities in any jurisdiction where the offer is not permitted.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The
second part is the prospectus, which describes more general information, some of which may not apply to this offering. You should read both this
prospectus supplement and the accompanying prospectus, together with additional information described under the heading "Where You Can Find
More Information" below.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to "The Bank of New York
Mellon Corporation", "we", "our" and "us" mean The Bank of New York Mellon Corporation and do not include its consolidated subsidiaries.
References to "the Company" mean The Bank of New York Mellon Corporation, together with its consolidated subsidiaries and affiliates.
If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus,
you should rely on the information set forth in this prospectus supplement.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement with the Securities and Exchange Commission (the "SEC"). The prospectus is part of the registration
statement, and the registration statement also contains additional information and exhibits. We have filed and will file proxy statements, annual,
quarterly and special reports, and other information with the SEC. You may read and copy the registration statement and any reports, proxy
statements and other information at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can call
the SEC for further information about its public reference room at 1-800-732-0330. Such material is also available at the SEC's website at
"http://www.sec.gov".
The SEC allows us to incorporate documents by reference in this prospectus supplement. This means that if we list or refer to a document
which we have filed with the SEC in this prospectus supplement, that document is considered to be a part of this prospectus supplement and should
be read with the same care. Documents that we file with the SEC in the future will automatically update and supersede information incorporated by
reference in this prospectus supplement.
The documents listed below are incorporated by reference into this prospectus supplement (other than, in each case, documents or
information deemed to have been furnished and not filed in accordance with SEC rules):

· Our Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013, as amended by our Annual

Report on Form 10-K/A, filed on May 9, 2013 (SEC File No. 001-35651) (together, "our Form 10-K");

· Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed on May 9, 2013 (SEC File No. 001-35651)

("our Form 10-Q");

· Our Current Reports on Form 8-K, filed on February 12, 2013, March 6, 2013, March 14, 2013, April 9, 2013 and April 10, 2013;

· Our definitive Proxy Statement on Schedule 14A, filed on March 8, 2013; and

· Any documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the

"Exchange Act"), on or after the date of this prospectus supplement and before the termination of the offering of the securities.
You may request a free copy of any or all of these filings by writing or telephoning us at the following address:
The Bank of New York Mellon Corporation
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Prospectus Supplement
One Wall Street
New York, New York 10286
Attention: Corporate Secretary
Telephone: (212) 635-1787

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein contain statements
relating to future results of the Company that are considered "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as "estimate," "forecast," "project," "anticipate," "confident," "target," "expect," "intend," "continue," "seek,"
"believe," "plan," "goal," "could," "should," "may," "will," "strategy," "synergies," "opportunities," "trends" and words of similar meaning
signify forward-looking statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein or therein. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, relate to,
among other things: all statements about the future results of the Company, projected business growth, statements with respect to the expected
outcome and impact of legal, regulatory and investigatory proceedings, and the Company's plans, objectives and strategies. Furthermore, these
forward-looking statements relate to, among others:

· the existence or development of a trading market for the depositary shares;

· the price at which the depositary shares could trade;

· the effect of our credit rating on our results of operations or financial condition and on the ability of holders to sell their depositary

shares and at what price; and

· the additional shares of Series D Preferred Stock or the related depositary shares we could issue and sell after the offering described in

this prospectus supplement.
In addition, these forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things,
the following important factors that could affect the actual outcome of future events: the effect of U.S. and non-U.S. government regulation and
supervision on our ability to pay dividends or make other capital distributions; the impact of recent legislative and regulatory actions, including the
recent rules proposed by the Basel Committee, the Task Force on Tri-Party Repo Infrastructure Reform, the Financial Stability Oversight Council,
the Consumer Financial Protection Bureau, the Volcker Rule, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd Frank
Act"); adverse publicity, regulatory actions and litigation with respect to us, other well-known financial companies and the financial services
industry generally; the continued litigation and regulatory investigations and proceedings involving our foreign exchange standing instruction
program and its impact on our foreign exchange business; failure to satisfy regulatory standards, including "well capitalized" and "well managed"
status or capital adequacy guidelines prescribed by the Board of Governors of the Federal Reserve System (including any successor bank regulatory
authority that may become our appropriate federal banking agency, the "FRB"); operational risks such as errors in transaction processing, breaches
of internal control system and compliance requirements, fraud by employees or third parties, business interruptions due to system failures, natural
disasters or other events; failures or circumvention of our controls and procedures, results of operations and financial condition; disruptions in our
information systems or breaches in security resulting in a loss of confidential client information; failure to update our technology; changes or
uncertainty in monetary, tax and other governmental policies; impact of intense competition; risks associated with the development of new lines of
business and new products and services; inability to attract and retain employees; political, economic, legal, operational and other risks inherent in
operating globally; acts of terrorism, natural disasters, pandemics, and global conflicts; failure to successfully integrate strategic acquisitions;
uncertainty surrounding the Eurozone crisis and the impact of a failure or instability of our significant counterparties in Europe or breakup of the
European Monetary Union; continuing uncertainty in financial markets and weakness in the economy generally; impact of low or volatile interest
rates on profitability; continued market volatility and its effect on our business, financial condition and results of operations; further write-downs of
financial instruments related to volatile or illiquid market conditions; dependence on fee-based businesses; the effect of a stable exchange-rate
environment or decreased cross-border investing activity on our foreign exchange revenues; impact of material reductions in our credit ratings or
the credit ratings of our principal bank subsidiaries on our cost of funding; failure or instability of any of our significant counterparties;

S-iii
Table of Contents
credit, regulatory and reputation risks as a result of our tri-party agent services; our ability to manage our liquidity; impact of inadequate reserves
for credit losses on our income statement; tax law changes or challenges to our tax positions with respect to historical transactions; changes in
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Prospectus Supplement
accounting standards; and our reliance on dividends and interest from our principal bank subsidiaries to meet our obligations.
These forward-looking statements, and other forward-looking statements contained in our other public disclosures (including those
incorporated by reference in this prospectus supplement or the accompanying prospectus), are based on assumptions that involve risks and
uncertainties and that are subject to change based on various important factors (some of which are beyond the Company's control), including those
factors described in "Risk Factors" in Part I, Item 1A of our Form 10-K and the "Management's Discussion and Analysis of Financial Condition
and Results of Operations Risk Factors" section of our 2012 Annual Report to Shareholders filed as an exhibit to our Form 10-K, which are
incorporated by reference in this prospectus supplement. Actual results may differ materially from those expressed or implied as a result of these
risks and uncertainties, including, but not limited to uncertainties inherent in the litigation and litigation settlement process.
All forward-looking statements speak only as of the date on which such statements are made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on which such forward-looking statement is made or to reflect the
occurrence of unanticipated events.

S-iv
Table of Contents
SUMMARY
This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus supplement and may
not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus
supplement and the accompanying prospectus, as well as the information to which we refer you and the information incorporated by reference
herein, before deciding whether to invest in the depositary shares. You should pay special attention to the "Risk Factors" section of this
prospectus supplement to determine whether an investment in the depositary shares is appropriate for you.
The Bank of New York Mellon Corporation
The Bank of New York Mellon Corporation, a Delaware corporation (NYSE symbol: BK), is a global financial services company
headquartered in New York, New York, with $26.3 trillion in assets under custody and/or administration and $1.4 trillion in assets under
management as of March 31, 2013.
The Bank of New York Mellon Corporation is a financial holding company registered with the FRB under the Bank Holding Company
Act of 1956, as amended. As such, The Bank of New York Mellon Corporation and its subsidiaries are subject to the supervision, examination
and reporting requirements of the Bank Holding Company Act and the regulations of the FRB.
Our principal executive office is located at One Wall Street, New York, New York 10286, telephone number: (212) 495-1784.
The Offering

Issuer:
The Bank of New York Mellon Corporation

Securities offered:
500,000 depositary shares, each representing a 1/100th interest in a share of Series D
Noncumulative Perpetual Preferred Stock, with a liquidation preference of $100,000 per
share (equivalent to $1,000 per depositary share), of The Bank of New York Mellon
Corporation. Each holder of a depositary share will be entitled, through the depositary,
in proportion to the applicable fraction of a share of the Series D Preferred Stock
represented by such depositary share, to all the rights and preferences of the Series D
Preferred Stock represented thereby (including dividend, voting, redemption and
liquidation rights).

We may from time to time elect to issue additional depositary shares representing

shares of the Series D Preferred Stock, and all such additional shares would be deemed
to form a single series with the depositary shares offered by this prospectus supplement.

Dividend payment dates:
(i) each June 20 and December 20, commencing December 20, 2013, to but excluding
June 20, 2023, and (ii) each March 20, June 20, September 20 and December 20, from
and including June 20, 2023, subject to adjustment in the case of any such date after
June 20, 2023 that falls on a day that is not a business day as described under
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"Description of the Series D Preferred Stock--Dividends" below. "Dividend period"
means each period from and including a dividend payment date (except that the initial
dividend period shall commence on the original issue date of the Series D Preferred
Stock) and continuing to but not including the next succeeding dividend payment date.

S-1
Table of Contents
Dividends:
Dividends on the Series D Preferred Stock, only when, as and if declared by our board
of directors (or a duly authorized committee of the board), will accrue on the liquidation
amount of $100,000 per share of the Series D Preferred Stock (the "Series D liquidation
amount") (equivalent to $1,000 per depositary share) and be payable on each dividend
payment date at a rate per annum equal to (i) 4.50%, on June 20 and December 20 of
each year, commencing December 20, 2013, to but excluding June 20, 2023 and (ii) a
floating rate equal to Three-month LIBOR (as defined under "Description of the Series
D Preferred Stock--Dividends) plus 2.46%, on March 20, June 20, September 20 and
December 20 of each year, from and including June 20, 2023. Each dividend period
relating to a dividend payment date on or before June 20, 2023 is a "fixed rate period",
and each dividend period thereafter is a "floating rate period".

Any such dividends will be distributed to holders of the depositary shares in the manner

described under "Description of the Series D Preferred Stock--Dividends" below.

Dividends on shares of the Series D Preferred Stock will not be cumulative and will not
be mandatory. If for any reason our board of directors (or a duly authorized committee
of the board) does not declare a dividend on the Series D Preferred Stock in respect of a
dividend period (as defined under "Description of the Series D Preferred Stock--

Dividends"), then no dividend shall be deemed to have accrued for such dividend
period, be payable on the applicable dividend payment date, or accumulate, and we will
have no obligation to pay any dividend for that dividend period, whether or not
dividends on the Series D Preferred Stock are declared for any future dividend period.

Payment of dividends on the Series D Preferred Stock is subject to certain legal,

regulatory and other restrictions described under "Description of the Series D Preferred
Stock--Restrictions on dividends" below.

Redemption:
The Series D Preferred Stock is perpetual and has no maturity date. We may, at our
option, redeem the shares of the Series D Preferred Stock (i) in whole or in part, from
time to time, on any dividend payment date on or after the dividend payment date in
June 2023, or (ii) in whole but not in part at any time within 90 days following a
Regulatory Capital Treatment Event (as defined under "Description of the Series D
Preferred Stock--Redemption"), in each case at a cash redemption price of $100,000
per share (equivalent to $1,000 per depositary share), plus any declared and unpaid
dividends, without regard to any undeclared dividends, to but excluding the redemption
date, on the shares of the Series D Preferred Stock called for redemption. Neither the
holders of the Series D Preferred Stock nor holders of depositary shares will have the
right to require the redemption or repurchase of the Series D Preferred Stock.

S-2
Table of Contents
Redemption of the Series D Preferred Stock is subject to certain contractual, legal,

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regulatory and other restrictions described under "Description of the Series D Preferred
Stock--Redemption" below.

Liquidation rights:
In the event we voluntarily or involuntarily liquidate, dissolve or wind up our affairs,
holders of shares of the Series D Preferred Stock will be entitled to receive an amount
per share equal to the Series D liquidation amount of $100,000 per share (equivalent to
$1,000 per depositary share), plus any dividends that have been declared but not paid
prior to the date of payment of distributions to shareholders, without regard to any
undeclared dividends. Distributions will be made only to the extent of our assets that are
available for distribution to shareholders, after payment or provision for payment of our
debts and other liabilities, pro rata as to our Series A Noncumulative Perpetual Preferred
Stock, $100,000 liquidation preference per share (the "Series A Preferred Stock"), our
Series C Noncumulative Perpetual Preferred Stock, $100,000 liquidation preference per
share (the "Series C Preferred Stock") and any other class or series of our stock that
ranks equally with the Series D Preferred Stock as to the distribution of assets on our
liquidation, dissolution or winding up and before any distribution of assets is made to
holders of our common stock or any other class or series of our stock that ranks junior
to the Series D Preferred Stock as to the distribution of assets on our liquidation,
dissolution or winding up ("junior stock").

Voting rights:
None, except with respect to certain changes in the terms of the Series D Preferred
Stock, in the case of certain dividend non-payments, certain other fundamental
corporate events, mergers or consolidations and as otherwise required by applicable law.
See "Description of the Series D Preferred Stock--Voting rights" below. Holders of
depositary shares must act through the depositary to exercise any voting rights, as
described under "Description of the Depositary Shares--Voting of the Series D
Preferred Stock" below.

Ranking:
Shares of the Series D Preferred Stock will rank senior to our common stock and all
other junior stock, on a parity with the Series A Preferred Stock and the Series C
Preferred Stock, and senior to or on a parity with each other series of our preferred stock
we may issue (except for any senior series that may be issued upon the requisite vote or
consent of the holders of at least a two-thirds of the shares of the Series D Preferred
Stock at the time outstanding and entitled to vote and the requisite vote or consent of all
other series of preferred stock) with respect to the payment of dividends and
distributions of assets upon any liquidation, dissolution or winding-up of the Company.

We will generally be able to pay dividends and distributions upon any liquidation,

dissolution or winding up only out of funds legally available for such payment (i.e., after
taking account of all indebtedness and other non-equity claims) and pro rata as to the

S-3
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Series D Preferred Stock, the Series A Preferred Stock, the Series C Preferred Stock and

any other stock designated as ranking on a parity with the Series D Preferred Stock as to
payment of dividends ("dividend parity stock").

Maturity:
The Series D Preferred Stock does not have any maturity date, and we are not required
to redeem the Series D Preferred Stock. Accordingly, the Series D Preferred Stock will
remain outstanding indefinitely, unless and until we decide to redeem it.

Preemptive and conversion rights:
None.

No Listing
Neither shares of the Series D Preferred Stock nor the depositary shares will be listed on
any securities exchange or automated quotation system.

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Tax consequences:
If you are a noncorporate United States holder, dividends paid to you will qualify for
taxation at preferential rates if you meet certain holding period and other applicable
requirements. If you are a corporate United States holder, dividends received by you
will be eligible for the dividends-received deduction if you meet certain holding period
and other applicable requirements. If you are a United States alien holder, dividends
paid to you are subject to withholding of United States federal income tax at a 30% rate
or at a lower rate if you are eligible for the benefits of an income tax treaty that provides
for a lower rate. For further discussion of the tax consequences relating to the Series D
Preferred Stock, see "Material United States Federal Income Tax Considerations."

Use of proceeds:
We intend to use a portion of the net proceeds from the sale of the depositary shares
representing interests in the Series D Preferred Stock to redeem the $300,000,000
aggregate liquidation amount of 7.78% Capital Securities of BNY Institutional Capital
Trust A and to use any remaining net proceeds for general corporate purposes. See "Use
of Proceeds."

Depositary, Transfer Agent & Registrar:
Computershare Shareowner Services LLC.

Conflicts of interest:
BNY Mellon Capital Markets, LLC, a joint book-running manager of this offering, is an
affiliate of ours. Accordingly, the offering of the depositary shares will conform with the
requirements addressing conflicts of interest when distributing the securities of an
affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority, Inc.
Client accounts over which BNY Mellon Capital Markets, LLC or any affiliate have
investment discretion are not permitted to purchase the depositary shares, either directly
or indirectly, without the specific written approval of the accountholder. See
"Underwriting (Conflicts of Interest)--Conflicts of interest."

S-4
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RISK FACTORS
Your investment in the depositary shares involves certain risks, not all of which are described in this prospectus supplement, some of which
relate to the Series D Preferred Stock and/or the depositary shares and others of which relate to the Company. You should carefully consider the
risks described below and the risk factors included in our Form 10-K, as well as the other information included or incorporated by reference in
this prospectus supplement and the accompanying prospectus, before making an investment decision. Our business, financial condition or results
of operations could be materially adversely affected by any of these risks. The trading price of our depositary shares could decline due to any of
these risks, and you may lose all or part of your investment. This prospectus supplement also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors, including the risks faced by us described below and elsewhere in this prospectus supplement and the accompanying prospectus. The risks
and uncertainties we describe are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently
deem immaterial may also impair our business or operations. Any adverse effect on our business, financial condition or operating results could
result in a decline in the value of the depositary shares and the loss of all or part of your investment.
The depositary shares are fractional interests in the shares of the Series D Preferred Stock.
We are issuing fractional interests in shares of the Series D Preferred Stock in the form of depositary shares. Accordingly, the depositary will
rely on the payments it receives on the Series D Preferred Stock to fund all payments on the depositary shares. You should carefully review the
information in the accompanying prospectus and in this prospectus supplement regarding both of these securities.
Dividends on the Series D Preferred Stock will be discretionary and noncumulative, and may not be paid if such payment will result in our
failure to comply with all applicable laws and regulations.
Dividends on the Series D Preferred Stock will be discretionary and noncumulative. Consequently, if our board of directors (or any duly
authorized committee of the board) does not authorize and declare a dividend on Series D Preferred Stock for any dividend period, holders of the
depositary shares will not be entitled to receive any dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable.
We will have no obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our board of directors
(or any duly authorized committee thereof) has not declared a dividend before the related dividend payment date, whether or not dividends on the
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Series D Preferred Stock or any other series of our preferred stock or our common stock are declared for any future dividend period.
In addition, if we fail to comply, or if and to the extent such act would cause us to fail to comply, with applicable laws and regulations
(including applicable capital adequacy guidelines), we may not declare, pay or set aside for payment dividends on the Series D Preferred Stock. As
a result, if payment of dividends on Series D Preferred Stock for any dividend period would cause us to fail to comply with any applicable law or
regulation, we will not declare or pay a dividend for such dividend period. In such a case, holders of the depositary shares will not be entitled to
receive any dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable.
The Series D Preferred Stock will be an equity security and will be subordinate to our existing and future indebtedness.
The shares of the Series D Preferred Stock will be equity interests in The Bank of New York Mellon Corporation and will not constitute
indebtedness. This means that the Series D Preferred Stock and the related depositary shares will rank junior to all existing and future indebtedness
and other non-equity claims on us with respect to assets available to satisfy claims on us, including claims in the event of our liquidation. As of
March 31, 2013, the Company's long-term debt, on a consolidated basis, was approximately $19.9 billion, and we may incur additional
indebtedness in the future. Our future indebtedness may restrict payment of dividends on the Series D Preferred Stock.

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Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred stock
like the Series D Preferred Stock, (1) dividends will be payable only if declared by our board of directors (or a duly authorized committee of the
board); (2) dividends will not accumulate if they are not declared; and (3) as a Delaware corporation, we may make dividend payments and
redemption payments only out of funds legally available under Delaware law. As a bank holding company, our ability to declare and pay dividends
is also dependent on certain federal regulatory considerations. Further, the Series D Preferred Stock will place no restrictions on our business or
operations or on our ability to incur indebtedness or engage in any transactions, subject only to certain restrictions on payments of dividends and
redemption or repurchase of dividend parity stock and junior stock described under "Description of Series D Preferred Stock-- Restrictions on
dividends" and the limited voting rights referred to below under "Description of Series D Preferred Stock--Voting rights."
The Series D Preferred Stock may be junior in rights and preferences to future preferred stock.
The Series D Preferred Stock may be junior to preferred stock we issue in the future that by its terms is expressly senior to the Series D
Preferred Stock, upon the vote or consent of the holders of at least two-thirds of the shares of the Series D Preferred Stock at the time outstanding
and entitled to vote and the requisite vote or consent of all other classes or series of our stock that ranks equally with the Series D Preferred Stock
as to the distribution of assets upon liquidation, dissolution or winding up and/or the payment of dividends. The terms of any future preferred stock
expressly senior to the Series D Preferred Stock may restrict dividend payments on the Series D Preferred Stock. In this case, unless full dividends
for all outstanding preferred stock senior to the Series D Preferred Stock have been declared and paid or set aside for payment, no dividends will
be declared or paid and no distribution will be made on any shares of the Series D Preferred Stock, and no shares of the Series D Preferred Stock
will be permitted to be repurchased, redeemed or otherwise acquired by us, directly or indirectly, for consideration. This could result in dividends
on the Series D Preferred Stock not being paid to you.
We are a non-operating holding company, and as a result, are dependent on dividends from our subsidiaries, including our subsidiary
banks, to meet our obligations and to provide funds for payment of dividends to our stockholders.
We are a non-operating holding company, whose principal assets and sources of income are our principal bank subsidiaries--The Bank of
New York Mellon and BNY Mellon, N.A.--and our other subsidiaries. We are a legal entity separate and distinct from our banks and other
subsidiaries and, therefore, we rely primarily on dividends and interest from these banking and other subsidiaries to meet our obligations,
including our obligations with respect to our debt securities, and to provide funds for payment of dividends to our stockholders, to the extent
declared by our board of directors.
There are various legal and regulatory limitations on the extent to which these banking and other subsidiaries can finance or otherwise supply
funds to us (by dividend or otherwise) and certain of our affiliates. See "Business--Supervision and Regulation" in our Form 10-K and "Recent
accounting and regulatory developments" in our Form 10-Q.
Although we maintain cash positions for liquidity at the holding company level, if our principal banking or other subsidiaries were unable to
supply us with cash over time, we could be unable to meet our obligations, including our obligations with respect to our debt securities, or declare
or pay dividends in respect of our capital stock. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--
Supervision and Regulation" and Note 20 of the Notes to Consolidated Financial Statements, both included in the 2012 Annual Report to
Shareholders filed as an exhibit to our Form 10-K.
Because we are a holding company, our rights and the rights of the holders of the Series D Preferred Stock to a share of the assets of any
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subsidiary upon the liquidation or recapitalization of the subsidiary will be subject to the prior claims of the subsidiary's creditors (including, in the
case of our banking subsidiaries, their depositors), in addition to our creditors, except to the extent that we may ourselves be a creditor with
recognized

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claims against the subsidiary. The rights of holders of the Series D Preferred Stock and of the depositary shares to benefit from those distributions
will also be junior to those prior claims and the claims of our creditors. Consequently, the Series D Preferred Stock and the depositary shares will
be effectively subordinated to all existing and future liabilities of our subsidiaries.
If we are not paying full dividends on any outstanding dividend parity stock, we will not be able to pay full dividends on the Series D
Preferred Stock.
When dividends are not paid in full upon the shares of the Series D Preferred Stock and other dividend parity stock, all dividends paid or
declared for payment on that dividend payment date with respect to the Series D Preferred Stock and the dividend parity stock will be shared first
ratably by the holders of any dividend parity stock who have the right to receive dividends with respect to past dividend periods for which such
dividends were not declared and paid, in proportion to the respective amounts of the undeclared and unpaid dividends relating to past dividend
periods, and thereafter ratably by the holders of the Series D Preferred Stock and any dividend parity stock, in proportion to the respective amounts
of the undeclared and unpaid dividends relating to the current dividend period. Therefore, if we are not paying full dividends on any outstanding
dividend parity stock, we will not be able to pay full dividends on the Series D Preferred Stock.
Investors should not expect us to redeem the Series D Preferred Stock on the date it becomes redeemable at our option or on any
particular date after it becomes redeemable at our option.
The Series D Preferred Stock will be a perpetual equity security. This means that it will have no maturity or mandatory redemption date and
will not be redeemable at the option of the holders. The Series D Preferred Stock may be redeemed by us at our option, (i) either in whole or in
part, from time to time, on any dividend payment date on or after the dividend payment date in June 2023, or (ii) in whole but not in part, at any
time within 90 days following a Regulatory Capital Treatment Event. Any decision we may make at any time to propose a redemption of the
Series D Preferred Stock will depend upon, among other things, our evaluation of our capital position, the composition of our shareholders' equity
and general market conditions at that time.
We may be able to redeem the Series D Preferred Stock prior to the dividend payment date in June 2023.
By its terms, the Series D Preferred Stock may be redeemed by us prior to the dividend payment date in June 2023 upon the occurrence of
certain events involving the capital treatment of the Series D Preferred Stock. In particular, upon our determination in good faith that an event has
occurred that would constitute a "Regulatory Capital Treatment Event," we may, at our option, redeem in whole, but not in part, the shares of
Series D Preferred Stock, subject to the approval of the appropriate federal banking agency. See "Description of the Preferred Stock--
Redemption."
It is possible that the Series D Preferred Stock may not satisfy the proposed criteria for "tier 1 capital" instruments consistent with Basel III as
set forth in a joint notice of proposed rulemaking issued in June 2012 by the FRB, the Federal Deposit Insurance Corporation ("FDIC") and the
Office of the Comptroller of the Currency (the "June NPR"). As a result, in addition to other circumstances that may constitute a Regulatory
Capital Treatment Event, if the FRB revises and replaces its current capital rules with the proposed risk-based and leverage capital requirements set
forth in the June NPR, a "Regulatory Capital Treatment Event" could occur whereby we would have the right, subject to prior approval of the
appropriate federal banking agency, to redeem the Series D Preferred Stock in accordance with its terms prior to the dividend payment date in June
2023 at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends,
without accumulation of any undeclared dividends.
Our right to redeem the Series D Preferred Stock is subject to certain limitations, including any required prior approval of the FRB and
any future replacement capital covenants.
Our right to redeem the Series D Preferred Stock is subject to any limitations established by the FRB. We may not redeem shares of the
Series D Preferred Stock without having received the prior approval of the FRB or

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