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Charlie Scharf Employment Agreement

You will receive a bonus to replace the allowance that was summed up by your departure from your former employer, with a total value of $25,982,686 at the time of the start of your employment (this bonus, the “replacement premium”). The replacement prize will be awarded to you in the form of 570.421 Wells Fargo Restricted Share Rights (“RSRs”) which will be transferred in annual increments equal to the first five years of your start date, subject to your continued employment with Wells Fargo (or a previous termination by Wells Fargo except for cause or by you due to a substantial violation of a material offence). , as defined below). These RS will be subject to the terms of this letter of offer and the terms of Wells Fargo simonen`s standard form of the Equity Award Agreements for executives, as this is not inconsistent with this letter of offer. The replacement price has been approved by the HRC and the Board. The value of the replacement premium is based on the current premium schedule with your former employer that you provided, using the average closing prices with your previous employer for all trading days in August 2019, which amount to $43.15, and is subject to the provision of documents relating to the forfeiture of the corresponding premium from your previous employer. An average Wells Fargo closing price calculated at $45.55 in August 2019 is used for conversion to equivalent at Wells Fargo. In addition to the replacement bonuses described above, to the extent that, as a result of the reduction in notice due to your former employer, you expire or require your former employer to reimburse an allowance that was granted before the start of your employment with the company, and then, when the Chair of Evidence is presented to the President of the HRC , acceptable to the HRC president, within 30 days of knowing that such shares are actually lost by your previous employer, at the next HRC meeting, which is at least 30 days after the presentation of this evidence, you will be granted a series of full-fledged Shares of Wells Fargo, which represent (x) the number of previous employer share periods (y) the ratio of your previous employer price (with both prices calculated as average (unadjusted) closing prices for all trading days during the last calendar month, which was completed prior to this downgrade). In order to avoid any doubt, Wells Fargo is not required to replace former employer shares that have been lost as a result of actions taken during your work with your former employer and that are not directly related to your acceptance or the beginning of a job with Wells Fargo.

We are pleased to offer you a job at Bank of New York Mellon (the bank), a wholly owned subsidiary of the Bank of New York Mellon Corporation (BNY Mellon or the Company). You are appointed Chief Executive Officer (CEO) of the Bank and the Company as of July 17, 2017 (effective date) by the Company`s Board of Directors (Board of Directors) provided you take an active job at the Bank on the reference date and are the CEO of the Bank and The Company while you work at the Bank. As CEO, you have the full range of tasks, responsibilities and authorities that are related to this position and that are appropriate, and you will be in direct contact with the board of directors. You will perform your duties at the company`s new York headquarters with such business trips reasonably necessary to perform your duties. From the effective date, you will also be appointed a member of the Board of Directors and Chairman of the Executive Committee (Executive Committee). In accordance with the transition plan provided by the current President and CEO of the company, you will also be appointed Chairman of the Board of Directors from January 1, 2018.