March 10, 2015

Wesley W. von Schack

The Bank of New York Mellon Corporation
Church Street Station
P.O. Box 2164
New York, New York 10008-2164
Attn: Non-Management Director
Wes,
As you know, funds managed by Marcato have been sizeable shareholders of Bank of
New York Mellon for much of the past year. In that time, we have had the opportunity to
discuss the company and its prospects with senior management, members of the board of
directors, numerous large shareholders, and prominent research analysts. Having had a
number of these discussions over the past six months, we are writing today because we
have serious concerns that members of the board and management do not share the sense
of frustration and desire for change that is felt by many shareholders, including ourselves.
We believe that meaningful improvement will not occur without meaningful change in
leadership and that starts with the CEO.
Bank of New York Mellon is simply not achieving its potential. This is most easily
observed by the persistent failure to achieve long-range earnings targets. Evidence of
underperformance is also observable across a broad range of key performance measures
including headcount growth, controllable expense levels, assets under custody growth, and
investment servicing revenue growth. This management has both failed to reach its own
goals and failed to keep up with key performance indicators of the competition. While
there are aspects of the external environment that have created headwinds for the
companys earnings power, competitors face similar challenges and yet are proving much
more adept in navigating the marketplace.
The long-range targets put forward by management at the October analyst day were
unresponsive, unambitious and uninspiring. These tepid goals give further evidence that
this leadership does not recognize the magnitude of inefficiency at the company or the
opportunities to drive growth and has little appetite to take the necessary actions to ignite
real change. Given the unusually long tenure of this leadership group, we doubt that
meaningful progress will be achieved without new executive talent. It is not the boards
role to micromanage the organization, but it is the boards responsibility to set appropriate
goals for the business and hold management accountable for failure to meet those goals. It
is time for the board to exercise this responsibility.

We are including a presentation that details our analysis and conclusions on these topics.
We are invested in the Bank of New York Mellon because we believe it has a strong
franchise in an increasingly important and valuable part of the global capital markets.
With the right leadership in place and the right goals, we believe that the Bank of New
York Mellon can deliver more effective services to clients, play a critical role in
monitoring and managing risk for the market, and deliver significant value for
shareholders. We would be happy to discuss our analysis at a time and location that
would be convenient for the board.
Sincerely,

Mick McGuire

cc:
Nicholas M. Donofrio
Joseph J. Echevarria
Edward P. Garden
Jeffrey A. Goldstein
Gerald L. Hassell
John M. Hinshaw
Edmund F. "Ted" Kelly
Richard J. Kogan
Michael J. Kowalski
John A. Luke, Jr.
Mark A. Nordenberg
Catherine A. Rein
William C. Richardson
Samuel C. Scott III