Important Notice concerning your rights under the Mellon 401(k ...

Important Notice concerning your rights under the Mellon 401(k) Retirement Savings Plan

February 16, 2009

The Bank of New York Mellon Corporation has selected ING as the new recordkeeper for the Mellon 401(k) Retirement Savings Plan. The move to ING will take place during the late March and early April, 2009 timeframe. This notice provides you with important information about your account and how it will transition to ING.

1.This notice is to inform you that the company will be introducing a redesigned 401(k) plan on or about April 6, 2009. With this change, the Bank of New York Employee Savings and Investment Plan and the 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 individual accounts, or request a distribution. Note, this restriction includes any Bank of New York Mellon common stock holdings you may have in the Mellon 401(k) Retirement Savings Plan.

This period, during which you will be unable to exercise these rights otherwise available under the Mellon 401(k) Retirement Savings Plan, is commonly referred to as the "transition period" in other communication materials and includes a "blackout period" when you will not have access to your account. Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this transition and blackout period may affect your retirement planning, as well as your overall financial plan.

3.The transition period for the Mellon 401(k) Retirement Savings Plan is expected to begin on Wednesday, March 18, 2009, at 4 p.m. Eastern Standard Time (EST) and is expected to end during the week of April 6, 2009. During the week of April 6, 2009, you will receive additional communications announcing when the transition period has ended. You can also determine whether the transition period has ended by visiting the new Plan Web site at or by calling the Human Resources Client Service Center at 1-800-947-HR4U (4748) and pressing option 1. Please refer to the enclosed insert for specific cut-off dates for various transitions.

4.D uring the blackout period commencing on March 25, 2009, at 4 p.m. EST, you will be unable to direct or diversify the assets held in your Mellon 401(k) Retirement Savings Plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period.

For your long-term retirement security, you should give careful consideration to the importance of a wellbalanced and diversified investment portfolio, taking into account all your assets, income and investments. You should be aware that there is a risk to holding substantial portions of your assets in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.

5.If you have questions concerning this notice or the blackout period, you should contact:

? Before the blackout period begins at 4 p.m. EST on March 25, 2009, call 1-800-947-HR4U (4748) and press option 1 or visit .

? Beginning the week of April 6, 2009, call 1-800-947-HR4U (4748) and press 1 or visit .

TMELSO021609

Helping you build a secure financial future

The company's new Retirement Program is designed to provide comprehensive and competitive benefits across the organization. A key part of this initiative will be merging the Bank of New York Employee Savings and Investment Plan and the Mellon 401(k) Retirement Savings Plan into one plan -- The Bank of New York Mellon Corporation 401(k) Savings Plan. The Bank of New York Mellon Corporation 401(k) Savings Plan ("Plan") will go live in April with new features, tools and resources to help you meet your saving and investment needs.

The Bank of New York Mellon has selected ING as the recordkeeper for the new 401(k) Savings Plan. The transition to ING will take place over the coming months and conclude in early April under the new plan design. This newsletter contains important information about this transition. So, please take a few moments to understand what's happening -- and prepare to take maximum advantage of the Plan's new features.

February 2009

Announcing the next major milestone in The Bank of New York Mellon Retirement Program:

Your new 401(k) Savings Plan goes live in April!

The new 401(k) Savings Plan will offer great features like:

? A new fund lineup with four tiers of investment options, including age-based retirement funds, passively managed index funds, actively managed funds and a Self-Directed Account

? Professional, objective investment advice available by phone or online from ING Advisor Service

? Enhanced online planning and account management tools to help you set your strategy, project your savings growth over time, monitor performance and more

Please note that, during the transition, there will be a period of about a week when you will not have access to your account -- this "blackout period" is expected to begin at 4 p.m. Eastern Standard Time (EST) on March 25, 2009, and end during the first full week of April 2009. During that week you will receive additional communications announcing when the transition period has ended. You can also stay informed and follow the transition status by going online to a new 401(k) plan Web site at , or by calling the Human Resources Client Service Center at 1-800-947-HR4U (4748) and pressing option 1. This blackout period is required to transfer records and account balances from your current recordkeeper to ING. During the blackout period, your investments will remain invested and will continue to earn gains or losses.

CONTENTS Changes coming in April .................................... 2 Planning ahead.....................................................4 Transition period key dates ................................. 5 Questions? ........................................................... 6 New Fund Lineup and Mapping Table .......... Insert Sarbanes-Oxley Notice .................................. Insert

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THE BANK OF NEW YORK MELLON CORPORATION 401(K) SAVINGS PLAN

INVESTMENT TIERS

? Tier 1: LifePath Index Funds

? Tier 2: Passively Managed Index Funds

The following changes will take effect in April

Choose from four new tiers of investment options -- including age-based funds. See the enclosed insert for details.

? Tier 3: Actively Managed Funds ? Tier 4: Self-Directed Account

After the transition, you'll have access to a new investment lineup. With four separate investment tiers, your new lineup will offer a broad range of options to help you create a well-diversified portfolio. The enclosed insert provides a description of all the new fund choices and explains how your current balance in the Mellon 401(k) Retirement Savings Plan will map (or transfer) to the new funds.

To learn more about the four tiers and the investment options offered within each one, see the fund description insert that came with this brochure. Also, by using ING Advisor Service, you can receive personalized, objective investment advice.

This is a great time to look at your current investments and determine if you want to make changes. If you're satisfied with your current investment allocation and elections, you don't need to do a thing; during the transition period, your balances and investment elections will be automatically transferred to the new investment choices with the most similar characteristics.

If you'd like to be invested differently, you can make changes within your Mellon 401(k) Retirement Savings Plan account so balances map according to your wishes. Or, you can wait until the transition is complete and make changes then.

Enhanced Self-Directed Account

After the transition, the Self-Directed Account (SDA) will continue to be offered through Dreyfus, with one important enhancement. Besides enabling you to invest in a wide array of mutual funds, the SDA will allow you to invest in Exchange-Traded Funds (ETFs) as well. If you currently invest through the SDA, you do not need to take any action. Before the transition date, if you are interested in opening a SDA, see the Mellon 401(k) Retirement Savings Plan Web site for details.

New plan Web site and Information Phone Line

Once the transition to ING is complete, you can access your new 401(k) Savings Plan account and conduct transactions through the new plan Web site at . Or, you can call the HR Client Service Center at 1-800-947-HR4U (4748) and press option 1. Except during periods for system maintenance, both will be available 24/7. Through HR4U, you will also be able to speak with ING Customer Service Representatives, from 8 a.m. to 8 p.m. EST Monday through Friday (excluding stock market holidays).

PLEASE NOTE: YOUR MELLON 401(K) RETIREMENT SAVINGS PLAN INVESTMENT OPTIONS REMAIN THE SAME FOR THE FIRST QUARTER OF 2009.

You can view your current options online at . You can change investment options anytime before the transition -- simply call the HR Client Service Center at 1-800-947-HR4U (4748) and press option 1, or visit .

LifePath Index Funds make investing easier.

Designed to provide a "one-stop" investment solution, LifePath funds include a mix of stocks, bonds and cash. Just choose the fund with a maturity date closest to your anticipated retirement date, and the fund manager establishes the asset mix that is risk-appropriate for someone your age. That mix is adjusted over time to gradually become more conservative as you approach retirement.

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PIN Access

When you access the new plan Web site or HR4U menu for the first time, you will use your Social Security number and a new personal identification number (PIN), which ING will mail to your home address of record in early April. It will come in a white security envelope. Your new PIN will provide full access to the new Plan Web site; if you don't receive your PIN, please contact the HR Client Service Center at 1-800-947-HR4U (4748) and press option 1. After you log on once 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 your progress and making changes as needed. To help you, you'll have access to personalized investment advice through ING Advisor 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 additional fee, you can enroll in the Professional Account Manager program to work directly with an ING investment representative by telephone. Look for more information in the Plan Highlights brochure coming in April.

New Account Management Features

After the transition, you can take advantage of some great new account management features, including:

? Automatic Account Rebalancing -- Have your account automatically rebalanced each quarter to maintain your original investment strategy.

? User Password and PIN Preferences -- Choose your own password and PIN, and reset your PIN automatically.

? Resource Center -- Access online information on retirement planning, investing and personal finance, and establish a personalized learning library through My Learning Center.

? Online statements and confirmations -- Set your preference for account correspondence, including receiving statements and confirmations online, and run a statement on-demand for the time frame you elect (note that history for statements will begin on the conversion date).

*Advisory Services provided by ING Investment Advisors, LLC. ING Investment Advisors, LLC does not give tax or legal advice. A Disclosure Statement may be viewed online by accessing the ING Advisor Service link at or calling the HR Client Service Center at 1-800-947-HR4U after the transition period is complete. The forecasts are not guarantees of future results. The forecasts derive from forward looking models of the economy and securities markets that may use such data as historical returns, historical correlation, expected growth rates, and calculated risk premiums based on those and other hypothetical assumptions. The completeness of our recommendations is dependent on the completeness of the information you furnish to us.

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Plan ahead for the transition

The blackout period will begin at 4 p.m. EST on March 25, 2009, and you will not have access to your 401(k) account until 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 account in the near future, such as transferring balances into different funds, or requesting a withdrawal or distribution, you must complete your transactions before the cutoff dates in the Transition Period Key Dates table on page 5. Otherwise, you will 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 period has ended. You can also determine whether the transition period has ended by going online to a new plan Web site at or by calling HR4U at 1-800-947-HR4U (4748) and pressing option 1. We encourage you to carefully consider how this transition period may affect your retirement planning, as well as your overall financial plan.

Please note, throughout the transition period your account balances will remain invested and continue to earn gains or losses during that time.

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