The BANK OF NEW YORK MELLON CORPORATION Officers Certificate Pursuant to Sections 201 and 301 of the Senior Subordinated Indenture (January 30th, 2017)

Pursuant to resolutions of the Board of Directors (the Board), dated December 13, 2016 (the Resolutions), of The Bank of New York Mellon Corporation (the Company), and an Action, dated January 30, 2017 (the Action), of an Authorized Officer (as defined in the Resolutions) of the Company pursuant to the Resolutions and Sections 201 and 301 of the Senior Subordinated Indenture, dated as of February 9, 2016, as supplemented by the first supplemental indenture dated as of January 30, 2017, and as further supplemented from time to time (the Senior Subordinated Indenture), between the Company and Wilmington Trust, National Association, as trustee (the Trustee), the undersigned certify that the terms of a Series of Securities established pursuant to the Resolutions, the Action and Section 301 of the Senior Subordinated Indenture shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Subordinated Indenture or the Prospectus, dated Janua

The BANK OF NEW YORK MELLON CORPORATION Officers Certificate Pursuant to Sections 201 and 301 of the Senior Indenture (January 30th, 2017)

Pursuant to resolutions of the Board of Directors (the Board), dated December 13, 2016 (the Resolutions), of The Bank of New York Mellon Corporation (the Company), and an Action, dated January 30, 2017 (the Action), of an Authorized Officer (as defined in the Resolutions) of the Company pursuant to the Resolutions and Sections 201 and 301 of the Senior Indenture, dated as of February 9, 2016, as supplemented by the first supplemental indenture dated as of January 30, 2017, and as further supplemented from time to time (the Senior Indenture), between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), the undersigned certify that the terms of a Series of Securities established pursuant to the Resolutions, the Action and Section 301 of the Senior Indenture shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Indenture or the Prospectus, dated January 30, 2017, as supplemented by the Prospectus Supplem