[PROPOSED] PLAN OF DISTRIBUTION

UNITED STATES OF AMERICA Before the

SECURITIES AND EXCHANGE COMMISSION

ADMINISTRATIVE PROCEEDING

File Nos. 3-14191 and 3-14192

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In the Matters of

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BNY Mellon Securities LLC

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and

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Mark Shaw

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Respondents.

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_____________________________________ )

[PROPOSED] PLAN OF DISTRIBUTION

I. BACKGROUND A. OVERVIEW 1. This Plan of Distribution ("Distribution Plan") proposes a methodology for

distribution to investors of $24,045,447, plus accumulated interest, paid by BNY Mellon Securities LLC1 ("Mellon Securities") and $368,591, plus accumulated interest (in total with the Mellon Securities amount, the "Distribution Amount"), paid by Mark Shaw ("Shaw") in the settlement of separate but related administrative proceedings with the Securities and Exchange Commission ("Commission").

1 The assets of BNY Mellon Securities LLC were sold and in August 2009 its broker-dealer registrations from all states except New Jersey were withdrawn. Today, Mellon Securities exists only as a legal entity; it has no employees and no business operations. Limited to the purposes of this Plan, references to Mellon Securities shall include, where appropriate, The Bank of New York Mellon Corporation.

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2. On January 14, 2011, the Commission entered an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions against Mellon Securities (the "Mellon Securities Order"). Mellon Securities consented to the entry of the Order without admitting or denying the Order's findings. The Mellon Securities Order found that, from November 1999 through March 2008, Mellon Securities failed reasonably to supervise the order desk manager and traders on its institutional order desk.

3. Also on January 14, 2011, the Commission entered an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, and Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order against Mark Shaw (the "Shaw Order"). Shaw consented to the entry of the Order without admitting or denying the Order's findings. The Shaw Order found that, from November 1999 through March 31, 2008, Shaw manipulated time delays in systems for executing and reporting agency cross-trades on a regional exchange to advantage a handful of accounts held by individuals or hedge funds, at the expense of accounts belonging to various employee stock purchase plans, employee stock option plans, direct purchase and sale plans, and similar plans (collectively, the "Plan Customer(s)"); Shaw repeatedly deprived certain Plan Customers of best execution of their orders by using the ability to capture and freeze prices to chase better prices for the hedge funds and to execute trades at stale prices more favorable to the hedge funds than the prices prevailing in the market at the time of execution, which, in many

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instances were outside the National Best Bid and Offer at the time of execution; and Shaw directed traders under his supervision to do the same. 2

4. The Mellon Securities Order required, among other things, Mellon Securities to disgorge $19,297,016 plus prejudgment interest of $3,748,431, and to pay a civil penalty of $1,000,000, for a total of $24,045,447.3 Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, the Mellon Securities Order created a Fair Fund for the disgorgement, interest, and penalties to be paid by Mellon Securities ("Fair Fund"). The Shaw Order required, among other things, Shaw to disgorge $195,300 plus prejudgment interest of $23,291, and to pay a civil penalty of $150,000 for a total of $368,591.4 The Shaw Order states that such disgorgement, interest, and penalties may be distributed by the Fair Fund established in the Mellon Securities Order.5

B. CONTROL OF THE FAIR FUND 5. Pursuant to their respective Orders, on or about January 28, 2011, Mellon Securities paid a total of $24,045,447 and Shaw paid a total of $368,591 into the Fair Fund. The monies in the Fair Fund are currently on deposit with the U.S. Treasury. The Fair Fund constitutes a Qualified Settlement Fund ("QSF") under Section 468B(g) of the Internal Revenue Code, 26 U.S.C. ? 468B(g), and related regulations, 26 C.F.R. ?? 1.468B-1 through 1.468B-5. The assets of the Fair Fund are subject to the

2 See, In the Matter of Mark Shaw, Administrative Proceeding File No. 3-14192, Exchange Act Release No. 63725, January 14, 2011, paragraph 1.

3 In the Matter of BNY Mellon Securities LLC, Administrative Proceeding File No. 3-14191, Exchange Act Release No. 63724, January 14, 2011, section IV paragraph B.

4 In the Matter of Mark Shaw, Administrative Proceeding File No. 3-14192, Exchange Act Release No. 63725, January 14, 2011, section IV paragraph D.

5 In the Matter of Mark Shaw, Administrative Proceeding File No. 3-14192, Exchange Act Release No. 63725, January 14, 2011, section IV paragraph E.

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continuing jurisdiction and control of the Commission. The Fair Fund will not receive

additional funds, other than the accrued interest from the invested funds.

C. APPOINTMENT OF THE INDEPENDENT DISTRIBUTION CONSULTANT

6. The Mellon Securities Order also directs Mellon Securities to retain an

Independent Distribution Consultant ("IDC") not unacceptable to the Division of

Enforcement to devise and submit a Distribution Plan, pursuant to Rule 1105 of the

Commission's Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. ? 201.1105

("Rule 1105"), to distribute the Fair Fund to potentially affected investors. Mellon

Securities has agreed to pay all fees and costs associated with the engagement of the

IDC.

7. In accordance with the Mellon Securities Order, Mellon Securities has

retained Alan Friedman as the IDC. Mr. Friedman is a Vice President of Charles River

Associates, Inc. ("CRA"), a consulting firm. Mr. Friedman has experience serving as a

distribution consultant and lead economic consultant to distribution consultants in

several other Commission and regulatory matters.

8. Mellon Securities has agreed to cooperate fully with the IDC and shall

provide the IDC with access to its files, books, records, and personnel as reasonably

required to develop the Distribution Plan.

9.

This Distribution Plan is designed to allocate the Fair Fund among Plan

Customers affected by the cross-trades during the "Relevant Time Period," that is, November 1, 1999 to March 31, 2008 ("Eligible Investors").6

6 Accounts held for the benefit of Mellon Securities will not be considered eligible accounts and will be removed from the payment calculation process.

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D. APPOINTMENT OF A FUND ADMINISTRATOR 10. The Mellon Securities Order provides that following Commission approval of the Distribution Plan and a Commission Order approving the final Distribution Plan, Mellon Securities shall require the IDC to take all necessary and appropriate steps to administer the final Distribution Plan.7 The IDC proposes that Boston Financial Data Services, Inc., an investor services firm experienced in the distribution and administration of Commission Fair Funds, serve as Fund Administrator ("Fund Administrator"). 11. In accordance with this Distribution Plan, and in coordination with, and under the direction of, the IDC, the Fund Administrator will be responsible for overseeing the administration of the Fair Fund; obtaining accurate mailing information for the Eligible Investors; preparing accountings; distributing money from the Fair Fund to the Plan Customers; and handling communications with the Plan Customers, among other things. The Fund Administrator may, with the approval of the IDC and Commission staff, utilize third parties, as necessary, to assist with the administration of the Distribution Plan. 12. The Fund Administrator will also provide customer support and communications services prior to and during the distribution. These services will include the establishment of a call center staffed by the Fund Administrator and an informational website available to the public (). The Commission retains the right to review and approve any material posted to the website.

7 In the Matter of BNY Mellon Securities, Administrative Proceeding File No. 3-14191, Exchange Act Release No. 63724, January 14, 2011, page 8, paragraph 32.

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13. Mellon Securities has agreed to pay all fees and costs associated with the engagement of the Fund Administrator.

14. Upon approval of the Distribution Plan, the Fund Administrator shall establish an account at Deutsche Bank Trust Company Americas ("Escrow Bank") in the name of and bearing the Taxpayer Identification Number of the Fair Fund ("Escrow Account") as custodian for the beneficiaries of the Distribution Plan. The name shall be in the following form: "BNY Mellon Securities Distribution Fund." The Fund Administrator shall be the signatory on the Escrow Account, subject to the continuing jurisdiction and control of the Commission. Pursuant to Rule 1105(e), all fees and costs of the Escrow Bank will be paid by the Fair Fund.

15. Upon approval of the Distribution Plan by the Commission, the IDC and the Fund Administrator shall further establish, at the Escrow Bank, a controlled disbursement account in the name of and bearing the Taxpayer Identification Number of the Fair Fund ("Disbursement Account"). The Fund Administrator shall be the signatory on the Disbursement Account, subject to the continuing jurisdiction and control of the Commission.

16. The Escrow Bank shall hold Fair Fund assets during the check-cashing period and require use of "positive payment" controls before checks are honored. Once the Fair Fund assets are transferred from the U.S. Treasury to the Escrow Bank, they shall be placed in the Escrow Account and shall be invested and reinvested solely in instruments backed by the full faith and credit of the U.S. government of a type and term sufficient to meet the cash obligations of the Fair Fund, provided that any investment in short-term U.S. Treasury securities will not be made through repurchase agreements or

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other derivative products. This shall be done pursuant to an escrow agreement with terms acceptable to the staff of the Commission. When checks are presented for payment by recipients of the distribution and validated by the Escrow Bank, the exact amount necessary to pay such presented checks shall be transferred from the Escrow Account into the Disbursement Account and validated presented checks shall be paid from the Disbursement Account. For any payments made by wire instruction, the exact amount necessary to pay such wires shall be transferred from the Escrow Account directly to the payee bank account in accordance with written instruction provided to the Escrow Bank by the Fund Administrator.

17. Once the Fair Fund has been transferred from the U.S. Treasury to the Escrow Account, and within the first ten days of each quarter during which the distribution is being implemented, the Fund Administrator will file, pursuant to Rule 1105(f), an accounting with the Commission on a standardized accounting form provided by Commission staff, and will provide a final accounting for Commission approval prior to termination of the Fair Fund and the discharge of the IDC and the Fund Administrator.

18. The Escrow Bank maintains, and will maintain through the termination of the Fair Fund, a Financial Institutions (FI) Blanket Bond, including errors and omissions coverage. The financial strength of the primary insurers, as of the most recent renewal of the coverage, was rated "A++" and "A+," respectively by A.M. Best. The Escrow Bank will annually assess the adequacy of its policy limits. Documentation has been provided to Commission staff to support the foregoing representations.

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19. The IDC proposes that the bond requirement be waived. A waiver of the requirement that a bond be posted pursuant to Rule 1105(c) is requested because (1) the Fund Administrator will have no custody, and only limited control, of the Fair Fund; (2) the distribution funds will be held by the U.S. Treasury until immediately before the transmittal of checks or electronic transfers to distributees; (3) upon transfer from the U.S. Treasury, the funds will be held in the Escrow Account, separate from Escrow Bank assets, until presentation of a check or electronic transfer, at which time funds will be transferred to the controlled Disbursement Account or payee bank; (4) presented checks will be subject to "positive pay" controls before being honored by the Escrow Bank; and (5) the Fund Administrator maintains adequate insurance coverage against loss. In lieu of bond, the Fund Administrator maintains, and will maintain until termination of the Fair Fund, a Financial Institutions Bond (including a Computer Crime Policy) and Errors and Omissions insurance. The financial strength of the primary insurers, as of the most recent renewal of coverage, was rated "A+" by A.M. Best. The Financial Institutions Bond provides protection against employee dishonesty, forgery, or fraudulent alteration of securities, and electronic and computer crime exposures, which include losses due to transfer, payment, or delivery of funds as a result of fraudulent input, preparation, or modification of computer instructions, data, or fraudulent electronic transmissions or communications. The Errors and Omissions insurance protects against errors and omissions committed by employees in the course of their performance of professional services. The Fund Administrator's professional liability insurance protects against errors and omissions committed by employees of the Fund Administrator in the course of their performance of professional services.

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