[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_99":100},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","fwt2pwze5tp6dk2fq67ienh1p","revision",2,"title","BNY Mellon 计划发行 12.5 亿美元 Series O 优先股","originalTitle","Bank of New York Mellon Corp (0001390777) (Filer)","summary","The Bank of New York Mellon Corporation 计划发行 1,250,000 份存托凭证，代表 Series O 非累积永续优先股，预计净募资约 12.38 亿美元。该优先股初始固定股息率为 7.125%，后续重置为 5 年期国债收益率加 2.192%。存托股份不上市交易，不面向欧盟及英国零售投资者，且受美联储资本规则及赎回条款限制。","reason","该优先股发行计划体现了BNY Mellon在当前利率环境下通过发行永续优先股补充一级资本的意图，但需关注美联储资本规则变化及赎回条款对资本充足性的潜在影响。","source",{"_12":90,"_91":92,"_9":93,"_94":42,"_95":96,"_97":98},"links",{"_87":88,"_78":89},"publishedAt","2026-10-20T21:45:59.000Z","discoveredAt","2026-10-21T10:34:57.865Z","timelineAt","category","ai-products","tags",[84,85,86],"stockSymbols",[83],"score",64,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fOT6gBefQT4c",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","cccfec4b-297c-49ae-8e82-5cbce718c872","BNY Mellon 发行优先股计划",{"_73":74,"_16":75},"

根据规则424(b)(2)提交
注册编号 333-282710

招股说明书补充文件

（截至2024年12月 9日的招股说明书）

\n\n\n $\"LOGO\"$ \n

纽约梅隆银行公司

1,250,000 份存托凭证

每份代表对一份

O系列非累积永久优先股的1/100^th权益

本次发行的1,250,000份存托凭证（“存托凭证”）每份代表对纽约梅隆银行公司一份O系列非累积永久优先股的1/100^th所有权权益，该优先股的清算优先权为每份100,000美元（“O系列优先股”）。存托凭证由存托收据证明。每份存托凭证的持有人都有权享有O系列优先股的所有比例权利和优先权（包括股息、投票、赎回和清算权利）。您必须通过存托人行使这些权利。

我们将仅在我们的董事会（或其授权委员会）宣布并且我们有合法可用资金支付股息时，才向O系列优先股支付股息。股息将按照每份O系列优先股的清算金额100,000美元（相当于每份存托凭证1,000美元）按年利率计算，该利率为（i）从O系列优先股的原始发行日起至2031年12月20日（不包括）的7.125%，以及（ii）在最近一次重新确定股息决定日期（在本招股说明书补充文件其他地方定义）的五年期国债利率加上 2.192%，从2031年12月20日（包括）起的每个重新确定期间。股息将在每年的3月20日、6月20日、9月20日和12月20日按期支付，最早从2027年3月20日开始。O系列优先股的股息支付受本招股说明书补充文件中其他地方所述的某些法律、监管和其他限制条件的约束。

我们可选择在任何时候，（i）在2031年12月20日的股息支付日后，于任何股息支付日（在本招股说明书补充文件其他地方定义）部分或全部赎回O系列优先股，或（ii）在监管资本处理事件（在本招股说明书补充文件其他地方定义）发生后90天内，全部但不能部分赎回O系列优先股，每份的现金赎回价格为100,000美元（相当于每份存托凭证1,000美元），加上已宣布但未支付的股息，不考虑任何未宣布的股息，直至但不包括赎回日。如果我们赎回O系列优先股，存托人将按比例赎回存托凭证。O系列优先股除在本招股说明书补充文件其他地方所述外，不具有任何投票权。

存托凭证或O系列优先股的股份不会在任何证券交易所或自动报价系统上上市。

O系列优先股和存托凭证不是银行存款，也不受联邦存款保险公司（“FDIC”）或其他政府机构的保险，也不是任何银行的债务或担保。

投资存托凭证和其对应的系列O优先股存在风险。请参阅“风险因素”部分，从S-6页开始，了解在投资存托凭证前应考虑的因素。

证券交易委员会（“SEC”）或任何州证券委员会均未批准或否决这些证券，也未对本招股说明书补充文件或附带的招股说明书的充分性或准确性发表意见。与此相反的任何陈述均为刑事犯罪。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	每存托凭证		总计
公开发行价格^(l)	$	1,000.00		$	1,250,000,000
承销折扣	$	10.00		$	12,500,000
发行前收益，扣除发行费用后归我们	$	990.00		$	1,237,500,000

\n\n\n

(1)	公开发行价格不包括可能宣布的应计股息，如果有的话。如果宣布股息，将从预计的原始发行日（2026年10月28日）起开始计算。

承销商预计将在2026年10月28日左右通过美国存管信托公司（The Depository Trust Company）的设施，仅以簿记形式向其参与账户（包括Clearstream Banking, S.A.和Euroclear Bank SA/NV）交付存托凭证，以纽约市纽约的付款方式完成交易。

我们的关联方，包括BNY Mellon Capital Markets, LLC，可能在二级市场出售我们的存托凭证时使用本招股说明书补充文件和附带的招股说明书。这些关联方可能在这些交易中作为主要交易商或代理人行事。二级市场销售的价格将与销售时的市场价格相关。

联合主承销商

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


巴克莱		美国银行证券		德意志银行证券		高盛公司 & Co. LLC		摩根士丹利		BNY 资本市场

2026年10月19日的招股说明书补充文件


	页码
招股说明书补充文件

关于本招股说明书补充文件和附带招股说明书		S-ii
您可在哪里找到更多信息		S-ii
引用某些信息的纳入		S-iii
前瞻性声明		S-iv
概要		S-1
风险因素		S-6
收益用途		S-14
系列O优先股描述		S-15
存托凭证描述		S-25
法律所有权和簿记发行		S-27
美国联邦所得税的实质性考虑		S-30
某些ERISA考虑		S-35
承销（利益冲突）		S-37
证券的有效性		S-44
专家		S-44

招股说明书


关于本招股说明书			1
您可在哪里找到更多信息			2
引用某些信息的纳入			2
公司			4
风险因素			5
关于前瞻性声明的警示性声明			5
收益用途			8
债务证券描述			9
优先股描述			23
存托凭证描述			26
普通股描述			29
股票购买合同和股票购买单位描述			33
认股权证描述			35
簿记发行			36
发行计划（利益冲突）			41
证券的有效性			43
专家			43

我们对本招股说明书补充文件中包含的和引用的信息负责，以及附带的招股说明书和我们准备的任何自由格式招股说明书。我们和承销商均未授权任何人向您提供任何其他信息，我们对任何其他信息不承担任何责任，也无法保证其可靠性。本招股说明书补充文件、附带的招股说明书以及任何此类自由格式招股说明书仅可用于其准备时的目的。您不应假定本招股说明书补充文件或附带招股说明书中包含或引用的信息在本招股说明书补充文件的日期、附带招股说明书的日期或相关引用文件的日期以外的任何日期是准确的。自这些日期以来，公司的财务状况、经营成果或业务前景可能已发生变化。我们和承销商在任何不允许提供此类要约的司法管辖区不进行这些证券的要约。

S-i

关于本招股说明书补充文件和附带招股说明书

本招股说明书补充文件列出了本次发行的具体条款，并补充了附在本招股说明书补充文件后面的招股说明书。本招股说明书补充文件在包含的信息与附带招股说明书中的信息不同或有所补充时，将取代附带招股说明书。在决定投资存托凭证时，您应阅读并考虑本招股说明书补充文件和附带招股说明书中的所有信息，以及以下“您可以在何处找到更多信息”标题下描述的其他信息。

除非另有说明或上下文另有要求（例如，在“前瞻性声明”和“风险因素”部分中对公司的合并业务、运营和前景的引用），本招股说明书补充文件中对“公司”、“纽约梅隆银行公司”、“BNY”、“我们”、“我们”和“我们”的引用均指纽约梅隆银行公司，不包括其合并的子公司。

禁止向欧洲经济区（EEA）的零售投资者销售 — 存托凭证无意向欧洲经济区（“EEA”）的任何零售投资者提供、出售或以其他方式提供，并且不应向欧洲经济区（“EEA”）的任何零售投资者提供、出售或以其他方式提供。就本条款而言，零售投资者是指符合以下条件之一（或多个）的人士：(i) 根据指令2014/65/EU（经修订，“MiFID II”）第4(1)条第(11)点定义的零售客户；或(ii) 根据指令（EU）2016/97（经修订，“保险分销指令”）定义的客户，该客户不符合MiFID II第4(1)条第(10)点定义的专业客户；或(iii) 不符合法规（EU）2017/1129（经修订，“招股说明书法规”）定义的合格投资者。因此，没有为向EEA的零售投资者提供或出售存托凭证或以其他方式向其提供而根据法规（EU）第1286/2014号（经修订，“PRIIPs法规”）要求准备的关键信息文件，因此根据PRIIPs法规，向EEA的任何零售投资者提供或出售存托凭证或以其他方式向其提供可能属于违法行为。

禁止向英国（UK）的零售投资者销售 — 存托凭证无意向英国（“UK”）的任何零售投资者提供、出售、分发或以其他方式提供，并且不应向英国（“UK”）的任何零售投资者提供、出售、分发或以其他方式提供。就本条款而言，零售投资者是指符合以下条件之一（或两者）的人士：(i) 根据法规（EU）第600/2014号（经修订，作为《欧盟（退出）法案2018号》（经修订，“EUWA”）的一部分而成为国内法的一部分）第2(1)条第(8)点定义的非专业客户；或(ii) 根据《2024年公开要约和上市交易条例》（“POATRs”）第1章第15条定义的非合格投资者。因此，没有为向英国的零售投资者提供、出售或分发存托凭证或以其他方式向其提供而根据FCA产品披露手册（“DISC”）要求准备的披露文件，因此根据DISC和《2024年消费者综合投资（指定活动）条例》，向英国的任何零售投资者提供、出售或分发存托凭证或以其他方式向其提供可能属于违法行为。

您可以在何处找到更多信息

我们需向美国证券交易委员会（SEC）提交年度、季度和即时报告、代理声明和其他信息。我们向SEC提交的文件可通过SEC的互联网网站http://www.sec.gov向公众提供。

该公司已向SEC提交了一份以S-3表格提交的注册声明，涉及本招股说明书所涵盖的证券。本招股说明书补充文件和附带的招股说明书是注册声明的一部分，不包含注册声明中的全部信息。每当本招股说明书补充文件或附带的招股说明书提及我们的合同或其他文件时，请注意该提及仅为摘要，您应查阅注册声明中包含的附件以获取该合同或其他文件的副本。您可以通过上述SEC的互联网网站查阅注册声明的副本。

S-ii

通过引用并入的某些信息

SEC 允许我们将某些信息“通过引用并入”到本招股说明书附录中。这意味着我们可以通过引用另一份文件来向您披露重要信息。以这种方式引用的任何信息，自我们提交该文件之日起，即被视为本招股说明书附录的一部分。在本招股说明书附录发布日后、本次发行终止前，我们向 SEC 提交的任何报告将自动更新并，在适用的情况下，取代本招股说明书附录中包含的或通过引用并入本招股说明书附录中的任何信息。\n

我们将以下提交给 SEC 的文件或信息通过引用并入本招股说明书附录（但每种情况下，根据 SEC 规则被视为已提供而非提交的文件或信息除外，除非以下另有说明）：

\n\n\n\n\n

•

我们截至 2025 年 12 月 31 日的年度报告 Form 10-K，于 2026 年 2 月 25 日提交（我们的“Form 10-K”）（包括从我们于 2026 年 3 月 5 日提交的 2026 年股东年会的正式代理声明（Schedule 14A）中特别引用的信息）（SEC 文件编号：001-35651）；

\n\n\n\n\n

•

Our Quarterly Reports on Form 10-Q for the three months ended\nMarch 31, 2026, filed on May 1, 2026 and for the three months ended June \n30, 2026, filed on July 31, 2026;

\n\n\n\n\n

•

我们当前报告表格8-K，日期为2026年1月13日（仅限已提交的部分，不包括提供部分），2026年1月22日，2026年2月26日，2026年3月4日，2026年4月16日（仅限已提交的部分，不包括提供部分），2026年4月23日，2026年6月12日，2026年6月23日，2026年6月24日，2026年7月15日（仅限已提交的部分，不包括提供部分），2026年7月22日（于2026年7月23日提交），2026年8月11日（于2026年8月13日提交），2026年8月12日，2026年8月20日，2026年9月22日和2026年10月15日（仅限已提交的部分，不包括提供部分）；以及表格8-K/A，于2026年4月17日提交（修订了2025年12月9日的表格8-K，于2025年12月11日提交）和2026年10月16日提交（修订了2026年8月11日的表格8-K，于2026年8月13日提交）（SEC文件编号 001-35651）；以及

\n\n\n\n\n

•

在本招股说明书附录发布日后、本次发行终止前，根据《1934 年证券交易法》（以下简称“证券交易法”）第 13(a)、13(c)、14 或 15(d) 条提交的我们任何文件。

您可以通过写信、发电子邮件或致电以下地址向我们索取这些文件的免费副本：

纽约梅隆银行公司

格林威治街 240 号

纽约，纽约 10286

联系人：公司秘书处

电话：(212) 495-1784

S-iii

前瞻性声明

本招股说明书补充文件、附带的招股说明书以及此处或其中引用的文件包含有关BNY未来结果的陈述，这些陈述被视为《1995年私人证券诉讼改革法案》定义的“前瞻性声明”。诸如“估计”、“预测”、“计划”、“预期”、“可能”、“目标”、“期望”、“打算”、“继续”、“寻求”、“相信”、“计划”、“目标”、“可能”、“应该”、“将”、“可能”、“会”、“策略”、“协同效应”、“机会”、“趋势”、“势头”、“雄心”、“抱负”、“目标”、“目的”、“未来”、“潜在”、“前景”等词语以及类似含义的词语可能表示本招股说明书补充文件、附带的招股说明书以及此处或其中引用的文件中的前瞻性声明。

这些声明包括关于非GAAP指标的有用性、BNY的未来结果、我们的业务、财务状况、流动性及资本状况、经营成果、资本计划（包括股息和回购）、流动性、风险及资本管理与流程、人力资本管理（包括相关雄心、目标、目的和愿景）、战略优先事项和举措、产品与服务的创新、人工智能、收购、相关整合与剥离活动、向平台运营模式的转变、效率节约、估算（包括关于费用、利率和净利息收入敏感性、我们信贷组合中固有的损失和资本比率的估算）、意图（包括关于我们的资本回报和费用的意图，包括我们在技术及养老金费用方面的投资）、前景（包括关于我们的业绩结果、收入、费用、汇率波动的影响、运营杠杆、税前利润率、资本比率和有效税率的前景）和预期（包括关于产品、不良资产、法律诉讼和其他或有事项的影响、趋势对我们的业务的影响、监管、技术、市场、经济或会计发展以及这些发展对我们的业务的影响）的陈述。此外，这些前瞻性声明还涉及以下内容：

\n\n\n\n\n

•

发行O系列优先股及其所得款项的使用对本公司巴塞尔III资本组成部分和资本比率的影响；

\n\n\n\n\n

•

存托凭证交易市场是否存在或发展；

\n\n\n\n\n

•

存托凭证可能交易的价格；

\n\n\n\n\n

•

我们的信用评级对我们经营成果或财务状况的影响，以及持有人出售其存托凭证及其价格的能力；以及

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在本招股说明书补充文件所述发行之后，我们可能发行和出售的O系列优先股或相关存托凭证的额外数量。

这些前瞻性声明，以及BNY其他公开披露文件中包含的其他前瞻性声明（包括本招股说明书补充文件或附带招股说明书中的引用内容），并非对未来结果或事件的保证，本质上是不确定的，并且基于当前对未来事件的信念和期望，其中许多事件本质上难以预测，超出我们的控制范围，并可能发生变化。通过以这种方式标识这些声明，我们正在提醒投资者，由于多种重要因素，我们的实际结果可能与这些前瞻性声明中明示或暗示的预期结果存在差异，可能有重大差异，包括在我们10-K表格第一部分第1A项“风险因素”中描述的因素，以及我们在2025年年度股东报告中“管理层讨论与分析财务状况和经营成果——风险因素”部分，该报告作为10-K表格的附录提交，并在此招股说明书补充文件中引用。由于多种因素，实际结果可能与明示或暗示的结果有重大差异，例如：

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我们运营和交易处理中的错误或延迟，或第三方的错误或延迟，可能会对我们的业务、财务状况、经营成果和声誉产生重大不利影响；

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我们基础设施或第三方基础设施中的通信或技术中断或故障导致信息丢失、延迟我们获取信息的能力或影响我们向客户提供服务的能力，可能会对我们的业务、财务状况和经营成果产生重大不利影响；\n

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针对我们或第三方的网络安全隐患事件可能导致信息被盗、丢失、泄露、使用或篡改、未经授权或丢失对信息的访问权限，或系统或网络故障。网络威胁的日益复杂性，包括由人工智能和新兴技术（包括量子计算）增强的威胁，可能会挑战我们网络安全措施、治理和控制、补救措施和弹性的有效性。例如，人工智能的最新进展已增强了威胁行为者识别和可能利用以前未被发现的网络安全漏洞的能力，而量子计算等新技术的发展，大幅增加了可用的速度和计算能力，可能会引入加密风险，包括加密和其他保护措施中的漏洞，这两者都可能增加网络安全事件的可能性或严重性。\n 任何此类事件都可能对我们的业务开展能力产生不利影响，损害我们的声誉并造成损失；

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人工智能的开发、部署和使用可能带来风险和挑战，这些风险和挑战可能会对我们的业务产生重大不利影响，并威胁到我们公司的生存。如果未能迅速、战略性且全面地采用适当的人工智能解决方案（包括智能体和数字员工）、在我们的平台上培养相关的技能和能力，或未能从这些技术中实现预期收益，可能会导致重大竞争劣势，包括增长机会减少以及对我们的长期业务表现产生不利影响；

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我们的风险管理框架、政策和流程可能无法有效识别或缓解风险并减少损失的可能性，我们风险管理框架、政策和流程中的任何不足或失误都可能使我们面临意外损失，这可能会对我们的经营成果和财务状况产生重大不利影响；

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我们用于衡量、监控和管理风险的模型存在局限性，可能导致意外损失和不利的业务影响；

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我们受到广泛的政府立法、政策、监管和监督的影响，这些都对我们运营产生影响。规则和法规的变化以及新规则和法规的引入已经迫使我们，未来可能继续迫使我们改变管理业务的方式，这可能会对我们的业务、财务状况和经营成果产生重大不利影响；

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监管或执法行动或诉讼可能会对我们的经营成果产生重大不利影响，或损害我们的业务或声誉；

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如果我们无法吸引、保留、培养和激励员工，我们的业务可能会受到不利影响；

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如果我们控制措施、政策和程序出现故障或被规避，可能会对我们的业务、财务状况、经营成果和声誉产生重大不利影响；

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金融市场和整体经济的薄弱和波动可能会对我们的业务、财务状况和经营成果产生重大不利影响；

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我们大部分收入来自收费业务，我们的收费收入可能因市场活动放缓、金融市场疲软、业绩不佳和/或储蓄率或投资偏好出现负面趋势而受到不利影响；

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利率水平及变化已经影响了我们的盈利能力及资本水平，未来可能会继续产生影响，有时甚至会产生不利影响；

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我们已经经历了，且可能继续经历与波动和缺乏流动性市场条件相关的证券的未实现或已实现损失，这会降低我们的资本水平和/或收益；

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我们的重要客户或交易对手（其中许多是主要金融机构或主权实体）出现失败或被认为实力薄弱，以及我们承担的信用、交易对手和集中风险，可能会使我们面临信用损失，并对我们的业务产生不利影响；

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如果我们对信用损失的拨备（包括贷款和贷款相关承诺的储备）不足，或者我们对未来经济状况的预期恶化，我们可能会遭受损失；

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如果我们无法有效管理我们的流动性，我们的业务、财务状况和经营成果可能会受到不利影响；

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未能满足监管标准，包括“资本充足”和“管理良好”的状况，或更广泛意义上的资本充足性和流动性规则，可能导致我们业务活动受到限制，并对我们的业务和财务状况产生不利影响；

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该公司是一家非运营控股公司，因此依赖其子公司支付的股息以及从中间控股公司获得的信用额度来履行其义务，包括与其证券有关的义务，并为股票回购、支付所得税和向股东支付股息提供资金；

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我们向股东返还资本的能力取决于董事会的裁量权，并可能受到美国银行法律法规的限制，包括有关资本和资本规划的规定、特拉华州法律的相关条款以及我们未能及时全额支付优先股股息；

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我们信用评级或我们主要银行子公司——纽约梅隆银行、BNY Mellon、N.A.或纽约梅隆银行 SA/NV 的信用评级的任何重大下调，都可能增加我们及我们评级子公司的融资和借款成本，并对我们业务、财务状况和经营成果以及我们发行的证券价值产生重大不利影响；

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我们对优先股的第I条优先清算策略的应用或根据第II条有序清算授权进行的清算，可能对公司的流动性及财务状况以及公司的证券持有人产生不利影响；

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新业务、新产品和新服务或变革性或战略性项目计划使我们面临新的或额外的风险，未能实施这些计划可能会影响我们的经营成果；

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我们的战略交易存在风险和不确定性，可能对我们的业务、财务状况和经营成果产生不利影响；

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我们可能无法实现我们向平台运营模式转型的预期部分或全部好处；

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我们在业务的所有方面都面临竞争，这可能会影响我们维持或提高盈利能力的能力；

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我们的业务可能因不利事件、负面宣传、政府审查或其他声誉损害而受到负面影响；

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地缘政治事件、恐怖主义行为、战争、极端天气和其他自然灾害、流行病以及其他类似事件的影响可能对我们的业务和运营产生负面影响；

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客户群体和当地市场在可持续性相关举措方面的不同预期可能对我们的业务产生不利影响，影响客户活动水平，使我们面临额外的监管要求，并损害我们的声誉；

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税法变更或对我们历史交易税务立场的挑战可能会影响我们的净利润、有效税率以及我们的整体经营成果和财务状况；

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影响我们财务报表编制的会计准则变更以及未来事件可能对我们报告的财务状况、经营成果、现金流量和其他财务数据产生重大影响。

投资者不应过度依赖任何前瞻性声明，并应考虑在2025年年度报告以及BNY根据《交易法》向美国证券交易委员会（SEC）提交的任何后续报告中讨论的所有风险因素。所有前瞻性声明仅反映作出该声明时的日期，BNY不承担更新任何声明以反映该前瞻性声明作出日期之后发生的事件或情况，或反映未预见事件发生的义务。

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摘要

本摘要突出了本招股说明书补充文件中其他地方或通过引用包含的选定信息，可能不包含您做出投资决策所需的所有信息。在决定是否投资于存款凭证之前，请仔细阅读本招股说明书补充文件和附带的招股说明书，以及我们向您提及的信息和通过引用包含在此处的信息。您应特别注意本招股说明书补充文件的“风险因素”部分，以确定投资于存款凭证是否适合您。

摩根大通银行股份有限公司

摩根大通银行股份有限公司（Delaware州公司，纽约证券交易所代码：BNY）是一家位于世界资本市场核心的全球金融服务平台公司。在240多年的时间里，BNY一直与客户携手合作，利用其专业知识和平台帮助他们更高效地运营并加速增长。BNY有三个业务部门：证券服务部、市场与财富服务部以及投资与财富管理部，它们在整个投资生命周期中提供全面的能力和深厚的专业知识，使公司能够为买方和卖方市场参与者以及全球领先的机构和财富管理客户提供解决方案。截至2026年9月30日，BNY的托管和/或管理资产总额为63.4万亿美元，管理资产为2.2万亿美元。“BNY”是摩根大通银行股份有限公司的公司品牌。

该公司是一家银行控股公司和金融控股公司，根据《1956年银行控股公司法》（经修订）在联邦储备系统董事会（“联邦储备系统”）注册，作为银行控股公司。因此，我们及其子公司受《银行控股公司法》和联邦储备系统的法规的监管、检查和报告要求的约束。

我们的主要执行办公室位于纽约州纽约市格林尼治街240号，电话号码：(212) 495-1784。我们的网站是http://www.bny.com。除本招股说明书补充文件和附带的招股说明书特别通过引用纳入的SEC文件外，我们网站上的信息不构成本招股说明书补充文件或附带的招股说明书的一部分，也不通过引用纳入本招股说明书补充文件或附带的招股说明书。

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本次发行

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发行人：	摩根大通银行股份有限公司

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发行证券：

1,250,000 份保管凭证股份，每份代表对摩根大通银行（The Bank of New York Mellon Corporation）发行的O系列非累积永久优先股的1/100^th权益，每份的清算优先级为100,000美元\n（相当于每份保管凭证股份1,000美元），O系列优先股。每份保管凭证股份的持有者将通过保管人，根据该保管凭证股份所代表的O系列优先股的适用\n比例，享有该保管凭证股份所代表的O系列优先股的所有权利和优先权（包括股息、投票、赎回和清算权利）。\n

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我们可能不时选择发行额外的保管凭证股份，代表O系列优先股的股份，所有此类额外的保管凭证股份将被视为与本招股说明书补充文件中提供的保管凭证股份构成单一系列，前提是此类额外股份仅在税务目的上与原始股份可互换时才会发行。

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股息支付日期：

3月20日、6月20日、9月20日和12月20日，自2027年3月20日开始。

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股息：	我们只有在董事会（或董事会授权的委员会）宣布时，才会向O系列优先股支付股息。O系列优先股每份的清算金额为100,000美元\n（“O系列清算金额”）（相当于每份保管凭证股份1,000美元），股息将按照每年的利率计算，该利率为（i）从O系列优先股的原始发行日起至\n2031年12月20日的股息支付日（“第一次重置日期”）之前，为7.125%（“初始固定利率”），以及（ii）在每个重置期间，从第一次重置日期起，包括第一次重置日期，根据最近一次重置股息确定日期的五年期国债利率（如“O系列优先股描述—股息”中定义）加上 2.192%（“利差”）。股息将在每个股息支付日按应计方式支付。\n

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任何此类股息将按照下文“O系列优先股描述—股息”和“存托凭证描述—股息和其他分配”中所述的方式分配给存托凭证持有人。

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O系列优先股的股息不会累积，也不会强制支付。如果由于任何原因，我们的董事会（或董事会授权的委员会）未在股息期间（如“O系列优先股描述—股息”中定义）内宣布O系列优先股的股息，那么该股息期间将不被视为累积，不会在相关股息支付日支付，也不会累积，我们对该股息期间无需承担支付任何股息的义务，无论未来股息期间是否宣布O系列优先股的股息。

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\nO系列优先股—股息）”，那么该股息期间将不被视为累积，不会在相关股息支付日支付，也不会累积，我们对该股息期间无需承担支付任何股息的义务，无论未来股息期间是否宣布O系列优先股的股息。

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O系列优先股的股息支付受下文“O系列优先股描述—股息限制”中所述的某些法律、监管和其他限制的约束。

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赎回：	优先股系列O是永续的，没有到期日。我们可自行决定在第一个重置日后任何股息支付日或之后，随时全部或部分赎回优先股系列O的股份，或在监管资本处理事件（如“优先股系列O描述—赎回”中所定义）发生后90天内任何时候全部但不可部分赎回优先股系列O的股份，每股份的现金赎回价格为100,000美元（相当于每份托管股份1,000美元），加上任何已宣告但未支付的股息，不考虑任何未宣告的股息，直至但不包括赎回日，对被要求赎回的优先股系列O的股份进行支付。优先股系列O的持有人或托管股份的持有人均无权要求赎回或回购优先股系列O。

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优先股系列O的赎回受以下“优先股系列O描述—赎回”中所述的某些合同、法律、监管和其他限制条件的约束。\n根据目前适用于我们的资本充足性规则，任何优先股系列O的赎回均需事先获得美联储或其继任的适当联邦银行监管机构的批准。

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清算权：

如果我们自愿或非自愿地清算、解散或结束业务，优先股系列O的股份持有人将有权获得每股份等于100,000美元的优先股系列O清算金额（相当于每份托管股份1,000美元），加上在向股东支付分配前已宣告但未支付的股息，不考虑任何未宣告的股息。分配仅限于我们可用于向股东分配的资产，在支付或预留支付我们的债务和其他负债后，按比例分配给我们的系列A非累积优先股，每股份100,000美元的清算优先权（“系列A优先股”），我们的系列I非累积永续优先股，每股份100,000美元的清算优先权（“系列I优先股”），我们的系列J非累积永续优先股，每股份100,000美元的清算优先权（“系列J优先股”），我们的系列K非累积永续优先股，每股份100,000美元的清算优先权（“系列K优先股”），我们的系列L非累积永续优先股，每股份100,000美元的清算优先权（“系列L优先股”），我们的系列M非累积永续优先股，每股份100,000美元的清算优先权（“系列M优先股”），我们的系列N非累积永续优先股，每股份100,000美元的清算优先权（“系列N优先股”）以及任何其他类别或系列的我们股票，其在我们清算、解散或结束业务时的资产分配地位与优先股系列O相等（统称为“股息平等股票”），在向我们普通股或任何其他类别或系列的我们股票的持有人进行资产分配之前，这些股票的分配地位低于优先股系列O（“次级股票”）。\n

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\n优先股，每股份100,000美元的清算优先权（“系列K优先股”），我们的系列L非累积永续优先股，每股份100,000美元的清算优先权\n每股份（“系列L优先股”），我们的系列M非累积永续优先股，每股份100,000美元的清算优先权（“系列M优先股”），我们的系列N非累积永续优先股，\n每股份100,000美元的清算优先权（“系列N优先股”）以及任何其他类别或系列的我们股票，其在我们清算、解散\n或结束业务时的资产分配地位与优先股系列O相等（统称为“股息平等股票”），在向我们普通股或任何其他类别或系列的我们股票的持有人进行资产分配之前，这些股票的分配地位低于优先股系列O（“次级股票”）。\n

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投票权：	除在某些关于系列O优先股条款的变更、某些股息未支付、某些其他重大公司事件、合并或兼并的情况下，以及根据适用法律的其他要求外，均无此情况。详见下文“系列O优先股的描述—投票权”。存券凭证的持有者必须通过存券机构行使任何投票权，详见下文“存券凭证的描述—系列O优先股的投票”。

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排名：	系列O优先股在支付股息和我们在任何清算、解散或清盘时的资产分配方面，将优先于我们的普通股和所有其他次级股票，在股息平价股票方面具有同等地位，并且优先于或与我们可能发行的其他系列优先股具有同等地位（除非在当时已发行且有投票权的系列O优先股的至少三分之二份额持有人以及所有其他优先股系列的必要投票或同意下发行了任何优先系列），

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我们通常只能从法律上可用于此类支付的资金（即，在考虑了所有债务和其他非股权索赔后）按股息平价股票的比例支付股息和分配。

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到期日：	系列O优先股没有到期日，我们没有义务赎回系列O优先股。因此，系列O优先股将无限期地持续存在，除非我们决定赎回它。

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优先认购权和转换权：

无。

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未上市：	系列O优先股的股份或存券凭证均不会在任何证券交易所或自动报价系统上上市。

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\n\n\n

税务后果：

如果您是非公司美国持有人，只要您满足某些持有期和其他适用要求，支付给您的股息将适用优惠税率。如果您是公司美国持有人，只要您满足某些持有期和其他适用要求，您收到的股息将有资格享受50%的股息扣除率。如果您是非美国持有人，支付给您的股息将根据30%的税率或根据您是否有资格享受提供较低税率的所得税条约的优惠而被扣缴美国联邦所得税。有关系列O优先股的税务后果的进一步讨论，请参见“美国联邦所得税的重要考虑因素”。

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资金用途：

我们计划将存券凭证销售的净收益用于一般企业用途。详见“资金用途”。

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存券机构：

Computershare Inc. 和 Computershare Trust Company, N.A.

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过户代理机构和登记机构：

Computershare Trust Company, N.A.

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计算代理机构：

The Bank of New York Mellon.

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利益冲突：

BNY Mellon Capital Markets, LLC 是本次发行的联合主承销商，它是我们的关联公司。因此，存托凭证的发行将符合金融行业监管局（Financial Industry Regulatory Authority, Inc.）第 5121 条规定的要求，该规定针对在分发关联公司证券时涉及利益冲突的情况。BNY Mellon Capital Markets, LLC 或任何关联公司对投资决策有控制权的客户账户，未经账户持有人的书面特别批准，不得直接或间接购买存托凭证。参见“承销（利益冲突）—利益冲突”。

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风险因素

您投资存托凭证涉及某些风险，其中并非全部都在本招股说明书附录中描述，其中一些与 O 系列优先股和/或存托凭证有关，其他则与公司有关。我们在 10-K 表格第一部分第 1A 项中包含了与我们业务和投资存托凭证相关的风险因素讨论，以及我们在 2025 年年度股东报告中“管理层讨论与分析财务状况和经营成果—风险因素”部分的内容，该报告作为 10-K 表格的附件提交。我们的 10-K 表格和 2025 年年度股东报告的某些部分已通过引用纳入本招股说明书附录。有关如何获取我们的 10-K 表格和 2025 年年度股东报告的副本，请参见“您可在何处获取更多信息”。以下还描述了与存托凭证和 O 系列优先股相关的其他风险。

在决定是否投资存托凭证之前，您应仔细考虑以下风险讨论以及我们在定期报告中讨论的风险因素。尽管我们在风险因素描述中讨论了关键风险，但未来可能会出现新的风险，这些风险可能变得非常重要。我们向证券交易委员会（SEC）提交的后续文件可能包含对重大风险的修改和更新讨论。我们无法预测未来风险，也无法估计这些风险可能对我们的财务表现产生多大影响。

存托凭证是 O 系列优先股股份的按比例权益。

我们以存托凭证的形式发行 O 系列优先股股份的按比例权益。因此，存托凭证将依赖其从 O 系列优先股获得的付款来支付存托凭证的所有付款。您应仔细查阅随附的招股说明书和本招股说明书附录中有关这两种证券的信息。

O 系列优先股的股息是自由决定的且非累积的，如果支付该股息会导致我们无法遵守所有适用的法律和法规，则可能不会支付。

优先股系列O的股息将由董事会（或经适当授权的董事会委员会）自行决定且不累积。因此，如果我们的董事会（或经适当授权的董事会委员会）未就任何股息期授权并宣布优先股系列O的股息，存款凭证持有人将无权获得该股息期的任何股息，未支付的股息将不再累积和支付。如果我们的董事会（或经适当授权的董事会委员会）在相关股息支付日期之前未宣布该股息期的股息，无论是否宣布优先股系列O或其他任何系列的优先股或普通股的未来股息期的股息，我们对已累积的该股息期的股息没有支付义务。

此外，如果在任何股息期支付优先股系列O的股息会导致我们违反任何适用的法律或法规，我们将不会宣布或支付该股息期的股息。在这种情况下，存款凭证持有人将无权获得该股息期的任何股息，未支付的股息将不再累积和支付。根据美联储的资本规则，优先股系列O的股息只能从我们的净收入、留存收益或与其它一级资本工具相关的盈余中支付。

作为一家美国全球系统重要性银行控股公司（“G-SIBs”），BNY受美联储资本规则中的损失吸收要求和总损失吸收能力（“TLAC”）规则的约束。这些规则设定了最低要求和缓冲。如果BNY的资本比率或TLAC比率未能满足最低要求加上适用的缓冲，BNY将面临逐步的限制，包括资本分配（包括优先股系列O的股息）等方面的限制，具体取决于缺口金额和我们合格的留存收入金额。

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此外，这些限制可能会不时发生变化。例如，BNY受美联储的“压力资本缓冲”要求的约束，该要求反映了美联储在压力测试中监督严重不利情景下公司CET1资本比率的预计下降，加上四季度计划的普通股股息。该规则还用一项要求取代了CCAR中的定量评估，即公司计划的资本分配必须与公司自身基准预测下可能适用的任何有效资本分配限制一致。该规则进一步规定，如果公司需要重新提交其资本计划，除新发行的资本工具（包括由本说明书所涉存款凭证代表的优先股系列O）的资本分配外，公司必须事先获得任何资本分配的批准。

优先股系列O将是一项权益证券，并将从属于我们现有的和未来的债务。

纽约梅隆银行股份有限公司的O系列优先股将是在该公司的股权利益，不会构成债务。这意味着O系列优先股及其相关的存托凭证在我们可用于满足对我们索赔的资产方面，将劣后于我们现有的和未来的所有债务和其他非股权索赔，包括我们在清算时的索赔。截至2026年9月30日，公司的长期债务（合并计算）约为333亿美元，我们未来可能会产生额外的债务。我们未来的债务可能会限制对O系列优先股的股息支付。

此外，与债务不同，债务的本金和利息通常在规定的到期日支付，对于像O系列优先股这样的优先股，(1) 股息只有在我们的董事会（或董事会授权的委员会）宣布后才会支付；(2) 如果未宣布股息，股息不会累积；以及(3) 作为特拉华州公司，我们只能根据特拉华州法律规定的合法可用资金支付股息和赎回款项。作为银行控股公司，我们宣布和支付股息的能力也取决于某些联邦监管考虑因素。此外，O系列优先股不会对我们业务或运营或我们承担债务或进行任何交易的能力造成限制，仅受制于“O系列优先股描述—股息限制”中所述的股息支付和赎回或回购股息平等股票和次级股票的某些限制，以及下文“O系列优先股描述—投票权”中提到的有限投票权。

O系列优先股在权利和优先级上可能劣后于未来的优先股。

O系列优先股可能在我们未来发行的优先股之下，这些优先股根据其条款明确优先于O系列优先股，在当时发行的、有权投票的O系列优先股至少三分之二的持有人投票或同意，以及所有其他与O系列优先股在资产分配、清算、解散或清盘和/或股息支付方面同等的股票类别或系列的必要投票或同意下。任何明确优先于O系列优先股的未来优先股的条款可能会限制O系列优先股的股息支付。在这种情况下，除非已宣布并支付或预留支付所有优先于O系列优先股的已发行优先股的全部股息，否则不得宣布或支付O系列优先股任何股份的股息，也不得对O系列优先股的任何股份进行分配，也不得允许我们直接或间接以对价购买、赎回或以其他方式获得O系列优先股。这可能导致您无法获得O系列优先股的股息。

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我们是一家非运营控股公司，因此，我们依赖于从子公司获得的股息以及从我们的中间控股公司获得的信用额度来履行我们的义务，包括与我们的证券有关的义务，并为股票回购和向我们的股东支付股息提供资金。

我们是一家非运营控股公司，主要资产和收入来源是我们主要的美国银行子公司——纽约梅隆银行和BNY Mellon, N.A.，以及我们的其他子公司，包括我们的中间控股公司（“IHC”）。我们是一个独立于我们的银行、IHC和其他子公司的法律实体。因此，我们主要依赖于来自我们的子公司（包括来自IHC的信用额度）的股息、利息、分配和其他支付，以履行我们的义务，包括与我们的债务证券有关的义务，并为向我们的股东支付普通股和优先股股息提供资金，前提是我们的董事会已宣布这样做。

我们的银行和其他子公司向我们（通过股息或其他方式）以及某些关联方提供资金或以其他方式提供资金的范围存在各种限制。这些限制中的每一种都可能减少可用于履行我们义务的资金数额。我们许多子公司，包括我们的银行子公司，都受到法律和法规的约束，这些法律和法规限制了股息支付，或授权监管机构阻止或减少从这些子公司向我们或其他子公司流动的资金。此外，如果支付股息会构成不安全和不审慎的做法，或者支付会将它们的资本减少到不足水平，我们的银行子公司将不允许支付股息。我们的子公司也可能选择限制向我们支付股息，以提高它们自身的资本或流动性水平。我们的银行子公司还受到限制，不能向非银行关联方贷款或进行交易，同时受到最低监管资本和流动性要求的限制，并且限制它们使用存放在银行或经纪账户中的资金来为其业务提供资金。

参见“管理层讨论与分析—财务状况和经营成果—监督与监管”以及“合并财务报表附注—第18号—公司财务信息（母公司）”，其中每一项都包含在我们作为10-K表附件提交的2025年股东年度报告中。此外，我们以法律实体为基础评估和管理流动性，这可能会对我们利用一个法律实体的流动性来满足另一个法律实体（包括我们自己）的流动性需求的能力造成法律和其他限制。

IHC向我们进行分配或提供信贷的能力也存在特定限制。如果某些关键资本、流动性和操作风险指标被突破，IHC不得向我们支付股息；如果我们的解决程序迫在眉睫，IHC向我们提供的承诺信贷额度将自动终止，所有未偿金额将立即到期。

Because we\nare a holding company, our rights and the rights of the holders of the Series O Preferred Stock and the depositary shares to a share of the assets of any subsidiary upon the liquidation or recapitalization of the subsidiary will be subject to the\nprior claims of the subsidiary’s creditors (including, in the case of our banking subsidiaries, their depositors), in addition to our creditors, except to the extent that we may ourselves be a creditor with recognized claims against the\nsubsidiary. The rights of holders of the Series O Preferred Stock and the depositary shares to benefit from those distributions will also be junior to those prior claims and the claims of our creditors. Consequently, the Series O Preferred Stock and\nthe depositary shares will be effectively subordinated to all existing and future liabilities of our subsidiaries.

The application of our Title I\npreferred resolution strategy or resolution under the Title II orderly liquidation authority could adversely affect our liquidity and financial condition and the holders of the Series O Preferred Stock and the depositary shares.

In 2017, in connection with our single point of entry resolution strategy under our resolution plan submitted under Title I of the Dodd-Frank\nWall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we

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\nentered into a binding support agreement with certain key subsidiaries to facilitate the provision of capital and liquidity resources to them in the event of material financial distress or\nfailure. The support agreement requires us to transfer significant excess liquid financial assets to the IHC on an ongoing basis, subject to certain amounts retained by us to meet our near-term cash needs, in exchange for unsecured subordinated\nfunding notes issued by the IHC as well as a committed line of credit to us to service our near term obligations. Our and the IHC’s obligations under the support agreement are secured.

If our projected liquidity resources deteriorate so severely that our resolution becomes imminent, the committed line of credit the IHC\nprovided to us will automatically terminate, with all amounts outstanding becoming due and payable, and the support agreement will require us to transfer most of our remaining assets (other than stock in subsidiaries and a cash reserve to fund\nbankruptcy expenses) to the IHC. As a result, during a period of severe financial stress, we could become unable to meet our debt and payment obligations (including with respect to our securities), causing us to seek protection under bankruptcy laws\nearlier than we otherwise would have.

If we were to become subject to a bankruptcy proceeding and our single point of entry strategy is\nsuccessful, our material entities will not be subject to insolvency proceedings and their creditors would not be expected to suffer losses, while our security holders, including holders of the Series O Preferred Stock and the depositary shares,\ncould face significant losses, potentially including the loss of their entire investment. The single point of entry strategy, in which we would be the only legal entity to enter resolution proceedings, is designed to result in greater risk of loss\nto holders of our unsecured senior debt securities and other securities, including the Series O Preferred Stock and the depositary shares, than would be the case under a different resolution strategy.

Further, if the single point of entry strategy is not successful, our liquidity and financial condition would be adversely affected and all\nsecurity holders may, as a consequence, be in a worse position than if the strategy had not been implemented. In the event any of our material entities were to become subject to an insolvency proceeding while we are in resolution (or our resolution\nis imminent), unsecured creditors of our material entities would receive recoveries on their claims with relative priority over the unsecured claims of our creditors and security holders relative to the assets of BNY, the IHC and the particular\nentity.

In addition, Title II of the Dodd-Frank Act established an orderly liquidation process in the event of the failure of a large\nsystemically important financial institution, such as us, in order to avoid or mitigate serious adverse effects on the U.S. financial system. Specifically, if we are in default or danger of default, and certain specified conditions are met, the FDIC\nmay be appointed receiver under the orderly liquidation authority, and we would be resolved under that authority instead of the U.S. Bankruptcy Code. In addition, the Series O Preferred Stock and the depositary shares may be fully subordinated to\ninterests held by the U.S. government in the event we enter into a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Act.

U.S. supervisors have indicated that a single point of entry strategy may be a desirable strategy to resolve a large financial institution\nsuch as us under Title II in a manner that would, similar to our preferred strategy under our Title I resolution plan, impose losses on our shareholders, unsecured debt holders and other unsecured creditors, while permitting the holding\ncompany’s subsidiaries to continue to operate and remain solvent. Under such a strategy, assuming we entered resolution proceedings and our subsidiaries remained solvent, losses at the subsidiary level would be absorbed by us and ultimately\nborne by our security holders (including holders of Series O Preferred Stock and the depositary shares), while third-party creditors of our subsidiaries would not be expected to suffer losses. Accordingly, our security holders (including holders of\nthe Series O Preferred Stock and the depositary shares) could face losses in excess of what otherwise would have been the case.

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If we are not paying full dividends on any outstanding dividend parity stock, we will not be able to pay\nfull dividends on the Series O Preferred Stock.

When dividends are not paid in full upon the shares of the Series O Preferred Stock\nand other dividend parity stock (including the Series A Preferred Stock, Series I Preferred Stock, Series J Preferred Stock, Series K Preferred Stock, Series L Preferred Stock, Series M Preferred Stock and Series N Preferred Stock), all dividends\npaid or declared for payment on that dividend payment date with respect to the Series O Preferred Stock and the dividend parity stock will be shared first ratably by the holders of any dividend parity stock who have the right to receive dividends\nwith respect to past dividend periods for which such dividends were not declared and paid, in proportion to the respective amounts of the undeclared and unpaid dividends relating to past dividend periods, and thereafter ratably by the holders of the\nSeries O Preferred Stock and any dividend parity stock, in proportion to the respective amounts of the undeclared and unpaid dividends relating to the current dividend period.

Therefore, if we are not paying full dividends on any outstanding dividend parity stock, we will not be able to pay full dividends on the\nSeries O Preferred Stock.

Investors should not expect us to redeem the Series O Preferred Stock on the date it becomes redeemable at our option or on\nany particular date after it becomes redeemable at our option.

The Series O Preferred Stock will be a perpetual equity security. This\nmeans that it will have no maturity or mandatory redemption date and will not be redeemable at the option of the holders. The Series O Preferred Stock may be redeemed by us at our option with the prior approval of the Federal Reserve or any\nsuccessor appropriate federal banking agency, if then required under capital rules applicable to us, (i) either in whole or in part, from time to time, on any dividend payment date on or after the First Reset Date, or (ii) in whole but not\nin part, at any time within 90 days following a Regulatory Capital Treatment Event. Any decision we may make at any time to propose a redemption of the Series O Preferred Stock will depend upon, among other things, our evaluation of our capital\nposition, the composition of our shareholders’ equity and general market conditions at that time. In addition, we may be prohibited from redeeming the Series O Preferred Stock. See “—Our right to redeem the Series O Preferred Stock\nis subject to certain limitations, including any required prior approval of the Federal Reserve”.

We may be able to redeem the Series O\nPreferred Stock prior to the First Reset Date.

By its terms, the Series O Preferred Stock may be redeemed by us prior to the First\nReset Date upon the occurrence of certain events involving the capital treatment of the Series O Preferred Stock. In particular, upon our determination in good faith that an event has occurred that would constitute a Regulatory Capital Treatment\nEvent, we may, at our option at any time within 90 days following such Regulatory Capital Treatment Event, redeem in whole, but not in part, the shares of Series O Preferred Stock, subject to the approval of the Federal Reserve or any successor\nappropriate federal banking agency if then required under capital rules applicable to us. See “Description of the Series O Preferred Stock—Redemption.”

The terms of the Series O Preferred Stock have been established to satisfy the criteria for “tier 1 capital” instruments for\npurposes of the capital adequacy rules of the Federal Reserve as currently in effect. However, it is possible that the Series O Preferred Stock may not satisfy the criteria for tier 1 capital instruments for purposes of the capital adequacy rules of\nthe Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) as in effect and applicable at a particular time, as a result of (i) future amendments to, or changes\nin, laws, rules or regulations, or (ii) official administrative or judicial decisions, administrative actions or other official pronouncements interpreting or applying those laws, rules or regulations or policies with respect thereto that are\nannounced after the initial issuance of the Series O Preferred Stock. If a Regulatory Capital Treatment Event occurs, we would have the right, subject to prior approval of the Federal Reserve or any successor appropriate federal banking agency if\nthen required under capital rules applicable to us, to redeem the Series O Preferred Stock in accordance with its terms prior to the

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\nFirst Reset Date at a redemption price equal to $100,000 per share (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared\ndividends.

Our right to redeem the Series O Preferred Stock is subject to certain limitations, including any required prior approval of the Federal\nReserve.

Our right to redeem the Series O Preferred Stock is subject to any limitations established by the Federal Reserve. We may not\nredeem shares of the Series O Preferred Stock without having received the prior approval of the Federal Reserve or other appropriate federal banking agency if then required under capital rules applicable to us. We cannot assure you that the Federal\nReserve will approve any redemption of the Series O Preferred Stock that we may propose. We understand that the factors that the Federal Reserve will consider in evaluating a proposed redemption include its evaluation of the overall level and\nquality of our capital components, considered in light of our risk exposures, earnings and growth strategy, the capital plans and stress tests we submit to the Federal Reserve and our ability to meet and exceed minimum regulatory capital ratios\nunder baseline and severely adverse stress scenarios, and other supervisory considerations, although the Federal Reserve may change these factors at any time.

Holders of the depositary shares or the Series O Preferred Stock will have limited voting rights.

Holders of the depositary shares or the Series O Preferred Stock will have no voting rights with respect to matters that generally require the\napproval of voting shareholders. Holders of the Series O Preferred Stock will have voting rights only with respect to certain changes in terms of the Series O Preferred Stock, certain dividend non-payments,\ncertain other fundamental corporate events and as otherwise required by applicable law. See “Description of the Series O Preferred Stock—Voting Rights.” Holders of the depositary shares must act through the depositary to exercise\nany voting rights in respect of the Series O Preferred Stock. Although each depositary share is entitled to 1/100^th of a vote, the depositary can only vote whole shares of Series O Preferred\nStock.

While the depositary will vote the maximum number of whole shares of Series O Preferred Stock in accordance with the instructions\nit receives, any remaining votes of holders of the depositary shares will not be voted.

We cannot assure you that a trading market for the Series O\nPreferred Stock and the related depositary shares will ever develop or be maintained.

The Series O Preferred Stock and the related\ndepositary shares are new issues with no established trading market. We do not expect that there will be any separate public trading market for the shares of the Series O Preferred Stock except as represented by the depositary shares. We do not\nintend to apply for listing of the depositary shares on any securities exchange or for quotation of the depositary shares in any automated dealer quotation system. We cannot provide you with any assurance regarding whether trading markets for the\ndepositary shares will develop, the ability of holders of the depositary shares to sell their depositary shares or the prices at which holders may be able to sell their depositary shares. The underwriters have advised us that they currently intend\nto make markets in the depositary shares. The underwriters, however, are not obligated to do so, and any market making with respect to the depositary shares may be discontinued at any time without notice. If no active trading markets develop, you\nmay be unable to resell the depositary shares at any price or at their fair market value. Even if a secondary market for the depositary shares develops, it may not provide significant liquidity and transaction costs in any secondary market could be\nhigh. As a result, the difference between bid and ask prices in any secondary market could be substantial. Further, because the shares of Series O Preferred Stock do not have a stated maturity date, investors seeking liquidity in the depositary\nshares will be limited to selling their depositary shares in the secondary market.

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General market conditions and unpredictable factors could adversely affect market prices for the\ndepositary shares.

There can be no assurance about the market prices for the depositary shares. Several factors, many of which are\nbeyond our control, will influence the market prices of the depositary shares. Future trading prices of the depositary shares will depend on many factors, including:

\n\n\n\n\n

•

whether dividends have been declared or are likely to be declared on the Series O Preferred Stock from time to\ntime;

\n\n\n\n\n

•

our operating performance, financial condition and prospects, or the operating performance, financial condition\nand prospects of our competitors;

\n\n\n\n\n

•

our creditworthiness;

\n\n\n\n\n

•

the ratings given to our securities by credit rating agencies, including the ratings given to the Series O\nPreferred Stock or the depositary shares;

\n\n\n\n\n

•

prevailing interest rates;

\n\n\n\n\n

•

economic, financial, geopolitical, regulatory or judicial events affecting us or the financial markets generally;\nand

\n\n\n\n\n

•

the market for similar securities.

Accordingly, the depositary shares may trade at a discount to the price per share paid for such shares, whether in this offering or in the\nsecondary market.

A downgrade, suspension or withdrawal of, or change in the methodology used to determine, any rating assigned by a rating agency to\nus or our securities, including the depositary shares and the Series O Preferred Stock, could cause the liquidity or trading price of the depositary shares to decline significantly.

Real or anticipated changes in the credit ratings assigned to the depositary shares, the Series O Preferred Stock or our credit ratings\ngenerally could affect the trading price of the depositary shares. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. In\naddition, credit rating agencies continually review their ratings for the companies that they follow, including us, as well as their evaluations of the financial services industry as a whole. The credit rating agencies may change their credit rating\nfor us and our securities, including the Series O Preferred Stock and depositary shares, based on their overall view of our industry. A downgrade, withdrawal, or the announcement of a possible downgrade or withdrawal of the ratings assigned to the\ndepositary shares, the Series O Preferred Stock, us or our other securities, or any perceived decrease in our creditworthiness could cause the trading price of the depositary shares to decline significantly.

The rating agencies that currently or may in the future publish a rating for us, the depositary shares or the Series O Preferred Stock may\nfrom time to time in the future change the methodologies that they use for analyzing securities with features similar to the depositary shares or Series O Preferred Stock. This may include, for example, changes to the relationship between ratings\nassigned to an issuer’s senior securities and ratings assigned to securities with features similar to the depositary shares or Series O Preferred Stock, which is sometimes called “notching.” If the rating agencies change their\npractices for rating these securities in the future, and the ratings of the depositary shares or Series O Preferred Stock are subsequently lowered or “notched” further, the trading price of the depositary shares could be negatively\naffected.

There may be future sales of the Series O Preferred Stock or the related depositary shares, which may adversely affect the market price of\nthe depositary shares.

Except as described under the heading “Underwriting (Conflicts of Interest)” below, we are not\nrestricted from issuing additional Series O Preferred Stock or related depositary shares or securities similar to the Series O

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\nPreferred Stock or the depositary shares, including any securities that are convertible into or exchangeable for, or that represent the right to receive, Series O Preferred Stock or depositary\nshares. Holders of the Series O Preferred Stock or the depositary shares have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series. The market price of the depositary shares\ncould decline as a result of sales of shares of Series O Preferred Stock or depositary shares made after this offering or the perception that such sales could occur. Because our decision to issue securities in any future offering will depend on\nmarket conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of the depositary shares bear the risk of our future offerings reducing the market price of the\ndepositary shares and diluting their holdings in the depositary shares.

Holders of the depositary shares may be unable to use the dividends received\ndeduction.

Distributions paid to corporate U.S. holders of the depositary shares out of dividends on the Series O Preferred Stock may\nbe eligible for the dividends received deduction if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Although we presently have accumulated earnings and profits, we may not have sufficient\ncurrent or accumulated earnings and profits during future fiscal years for the distributions on the Series O Preferred Stock to qualify as dividends for federal income tax purposes. See “Material United States Federal Income Tax\nConsiderations.” If any distributions on the Series O Preferred Stock with respect to any fiscal year are not eligible for the dividends received deduction because of insufficient current or accumulated earnings and profits, the market value\nof the Series O Preferred Stock may decline.

The historical five-year treasury rates are not an indication of future five-year treasury rates.\n

In the past, U.S. treasury rates have experienced significant fluctuations. You should note that historical levels, fluctuations and\ntrends of U.S. treasury rates are not necessarily indicative of future levels. Any historical upward or downward trend in U.S. treasury rates is not an indication that U.S. treasury rates are more or less likely to increase or decrease at any time\nduring the reset period, and you should not take the historical U.S. treasury rates as an indication of future rates.

Further, if the\nCompany, in its sole discretion, determines that the five-year treasury rate cannot be determined in the manner then applicable for such rate, the Company may, in its sole discretion, designate a Designee (as defined below) to determine whether\nthere is an industry-accepted successor rate to the then-applicable base rate and, if applicable, to determine and make certain adjustments as further described under “Description of the Series O Preferred Stock—Dividends.” The\ndeterminations will be binding on the holders of the Series O Preferred Stock and the depositary shares and will not be subject to any vote or consent of such holders. If the Company, in its sole discretion, does not designate a Designee or if the\nDesignee determines that there is no industry-accepted successor rate to the then-applicable base rate, then the five-year treasury rate will be the same rate determined for the prior reset dividend determination date or, if this sentence is\napplicable with respect to the first reset dividend determination date, an interest rate equal to the Initial Fixed Rate minus the Spread.

One of our\naffiliates will be the calculation agent and, as a result, potential conflicts of interest could arise.

One of our affiliates, The\nBank of New York Mellon, will be the calculation agent for purposes of determining, among other things, the amount of each dividend payment with respect to the Series O Preferred Stock, the five-year treasury rate for each reset period and the\nredemption amount. Although the calculation agent will exercise its judgment in good faith when performing its functions, potential conflicts of interest may exist between the calculation agent and you.

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USE OF PROCEEDS

We expect net proceeds of this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be\napproximately $1,237,085,000.

We intend to use the net proceeds from the sale of the depositary shares for general corporate purposes,\nwhich may include, but is not limited to repurchases or redemptions of our preferred stock; repurchases or redemptions of our or our affiliates’ debt securities or other refinancing of existing debt; common stock repurchases and other capital\ndistributions, such as common and preferred stock dividends; investments in, or extensions of credit to, our bank subsidiaries and, to a lesser extent, other existing or future subsidiaries. Pending such use, the net proceeds may be temporarily\ninvested in short-term obligations. The precise amounts and timing of the application of proceeds used for general corporate purposes will depend upon funding requirements of the Company and its subsidiaries and the availability of other funds.

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DESCRIPTION OF THE SERIES O PREFERRED STOCK

The depositary will be the sole holder of the Series O Preferred Stock, as described under “Description of the Depositary\nShares” below, and all references in this prospectus supplement to the holders of the Series O Preferred Stock shall mean the depositary. However, the holders of the depositary shares will be entitled, through the depositary, to exercise the\nrights and preferences of the holders of the Series O Preferred Stock, as described under the “Description of the Depositary Shares.”

The following is a brief description of the material terms of the Series O Preferred Stock. The following summary of the terms and\nprovisions of the Series O Preferred Stock does not purport to be complete in all respects, and is qualified in its entirety by reference to the pertinent sections of our Restated Certificate of Incorporation, including the certificate of\ndesignations creating the Series O Preferred Stock, copies of which are available upon request from us.

General

Under our Restated Certificate of Incorporation, we have authority to issue up to 100,000,000 shares of preferred stock, par value $0.01 per\nshare. Our board of directors (or a duly authorized committee of the board) is authorized without further stockholder action to cause the issuance of shares of preferred stock, including the Series O Preferred Stock. Any additional preferred stock\nmay be issued from time to time in one or more series, each with powers, rights, preferences, qualifications, limitations, restrictions, dividend rights, dissolution rights, conversion rights, exchange rights and redemption rights and other rights\nas our board (or a duly authorized committee of the board) may determine prior to the time of issuance. Prior to the issuance of the Series O Preferred Stock, we will have filed the certificate of designations with respect to the Series O Preferred\nStock with the Secretary of State of the State of Delaware.

As of the date of this prospectus supplement, 5,001 shares of the Series A\nPreferred Stock, 13,000 shares of the Series I Preferred Stock, 5,000 shares of the Series J Preferred Stock, 5,000 shares of the Series K Preferred Stock, 5,000 shares of the Series L Preferred Stock, 5,000 shares of the Series M Preferred Stock\nand 5,000 shares of the Series N Preferred Stock are the only issued and outstanding shares of our preferred stock.

The Series O\nPreferred Stock represents a single series of our authorized preferred stock. We are offering 1,250,000 depositary shares, representing 12,500 shares of the Series O Preferred Stock, by this prospectus supplement and the accompanying prospectus.\nShares of the Series O Preferred Stock, upon issuance against full payment of the purchase price for the depositary shares, will be fully paid and nonassessable.

The Series O Preferred Stock will not be convertible into, or exchangeable for, shares of our common stock or any other class or series of our\nother securities and will not be subject to any sinking fund or any other obligation of us for their repurchase or retirement. The Series O Preferred Stock represents non-withdrawable capital, will not be an\naccount of an insurable type, and will not be insured or guaranteed by the FDIC or any other governmental agency or instrumentality.

The\nauthorized number of shares of the Series O Preferred Stock initially is 12,500. Such number of shares may be increased (but not in excess of the total number of authorized shares of preferred stock, less all shares of any other series of preferred\nstock authorized at the time of such increase) or decreased (but not below the number of shares of Series O Preferred Stock then outstanding) by resolution of the board of directors (or a duly authorized committee of the board), without the vote or\nconsent of the holders of the Series O Preferred Stock.

We reserve the right to re-open this\nseries and issue additional shares of Series O Preferred Stock and related depositary shares either through public or private sales at any time and from time to time, provided that such additional shares will only be issued if they are fungible with\nthe original shares for tax purposes. The

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\nadditional shares of Series O Preferred Stock and related depositary shares would be deemed to form a single series with the Series O Preferred Stock and the depositary shares, respectively,\noffered by this prospectus supplement. In the event that we issue additional shares of the Series O Preferred Stock and the related depositary shares after the original issue date, any dividends on such additional shares will accrue from the issue\ndate of such additional shares.

Ranking

With respect to the payment of dividends and distributions of assets upon any liquidation, dissolution or\nwinding-up, the Series O Preferred Stock will rank:

\n\n\n\n\n

•

senior to our common stock and all other junior stock;

\n\n\n\n\n

•

on a parity with our Series A Preferred Stock, our Series I Preferred Stock, our Series J Preferred Stock, our\nSeries K Preferred Stock, our Series L Preferred Stock, our Series M Preferred Stock and our Series N Preferred Stock;

\n\n\n\n\n

•

senior to or on a parity with each other series of our preferred stock we may issue (except for any senior series\nthat may be issued upon the requisite vote or consent of the holders of at least two thirds of the shares of the Series O Preferred Stock at the time outstanding and entitled to vote and the requisite vote or consent of all other series of preferred\nstock) with respect to the payment of dividends and distributions of assets upon any liquidation, dissolution or winding-up of the Company; and

\n\n\n\n\n

•

with respect to distributions of assets upon any liquidation, dissolution or winding up of the Company, junior to\nall existing and future indebtedness and other non-equity claims on us.

Dividends

Holders of the Series O Preferred Stock, in preference to the holders of our common stock and of any other junior stock, will be entitled to\nreceive, only when, as and if declared by our board of directors (or a duly authorized committee of the board), out of funds legally available for payment, noncumulative cash dividends applied to the Series O liquidation amount of $100,000 per share\nof the Series O Preferred Stock at a rate per annum equal to (i) 7.125% (the “Initial Fixed Rate”) from the original issue date of the Series O Preferred Stock to, but excluding, the First Reset Date and (ii) the five-year\ntreasury rate as of the most recent reset dividend determination date plus 2.192% (the “Spread”) during each reset period, from, and including, the First Reset Date. Dividends will be payable in arrears on March 20,\nJune 20, September 20 and December 20 of each year, commencing on March 20, 2027. If any such date is not a business day, then such date will nevertheless be a dividend payment date but dividends on the Series O Preferred Stock,\nwhen, as and if declared, will be paid on the next succeeding business day (without adjustment in the amount of the dividend per share of the Series O Preferred Stock).

A “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Reset dates,\nincluding the First Reset Date, will not be adjusted for business days.

A “reset period” means the period from and including\nthe First Reset Date to, but excluding, the next following reset date and thereafter each period from and including each reset date to, but excluding, the next following reset date.

A “reset dividend determination date” means, in respect of any reset period, the day falling three business days prior to the\nbeginning of such reset period.

A “business day” means each weekday on which banking institutions in New York, New York are\nnot authorized or obligated by law, regulation or executive order to close.

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A “dividend period” means each period from and including a dividend payment date\n(except that the initial dividend period shall commence on the original issue date of the Series O Preferred Stock) and continuing to, but excluding, the next succeeding dividend payment date. As that term is used in this prospectus supplement, each\ndividend payment date “relates” to the dividend period most recently ending before such dividend payment date.

Dividends will\nbe paid to holders of record of the Series O Preferred Stock as they appear on our books on the applicable record date, which shall be the 15th calendar day before such dividend payment date, or such other record date fixed for that purpose by our\nboard of directors (or a duly authorized committee of the board) that is not more than 60 nor less than 10 days prior to such dividend payment date, in advance of payment of each particular dividend.

The amount of dividends payable per share of the Series O Preferred Stock will be computed on the basis of a\n360-day year consisting of twelve 30-day months.

All\npercentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (0.0000001), with five one-millionths of a percentage point rounded upward. All\ncurrency amounts used in, or resulting from, the calculation on the Series O Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, 0.005 of a unit shall be rounded\nupward.

Dividends on shares of the Series O Preferred Stock will not be cumulative and will not be mandatory. If our board of directors\n(or a duly authorized committee of the board) does not declare a dividend on the Series O Preferred Stock in respect of a dividend period, then no dividend will be deemed to have accrued for such dividend period, be payable on the related dividend\npayment date, or accumulate, and we will have no obligation to pay any dividend accrued for such dividend period, whether or not our board of directors (or a duly authorized committee of the board) declares a dividend on the Series O Preferred Stock\nor any other series of our preferred stock or on our common stock for any future dividend period. References to the “accrual” (or similar terms) of dividends in this prospectus supplement refer only to the determination of the amount of\nsuch dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

For any reset\nperiod commencing on or after the First Reset Date, the “five-year treasury rate” means: (i) the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five\nbusiness days immediately preceding such date of determination (or, if fewer than five business days appear, such number of business days) appearing under the caption “U.S. Government Securities – Treasury Constant Maturities –\nNominal” (or any successor caption or heading) in the most recently published H.15 Daily Update (as defined below) as of 5:00 p.m. (Eastern Time) as of any date of determination (the “initial base rate”); or (ii) if there are\nno such published yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, then the rate will be determined by interpolation between the average of the yields on actively traded U.S. treasury\nsecurities adjusted to constant maturity for two series of actively traded U.S. treasury securities, (A) one maturing as close as possible to, but earlier than, the reset date following the next succeeding reset dividend determination date and\n(B) the other maturing as close as possible to, but later than, the reset date following the next succeeding reset dividend determination date, in each case for the five business days immediately preceding such date of determination (or, if\nfewer than five business days appear, such number of business days) appearing under the caption “U.S. Government Securities – Treasury Constant Maturities – Nominal” (or any successor caption or heading) in the H.15 Daily\nUpdate as of 5:00 p.m. (Eastern Time) as of any date of determination.

If the Company, in its sole discretion, determines that the\nfive-year treasury rate cannot be determined in the manner applicable for such rate (which, as of the original issue date of the Series O Preferred Stock, is pursuant to the methods described in clauses (i) or (ii) above) (a “Rate\nSubstitution Event”), the Company may, in its sole discretion, designate an unaffiliated agent or advisor, which may include an unaffiliated underwriter for the offering of the depositary shares or any affiliate of any such underwriter (the\n“Designee”), to determine whether there is an industry-accepted successor rate to the then-applicable base rate (which, as of the original issue date

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\nof the Series O Preferred Stock, is the initial base rate). If the Designee determines that there is such an industry-accepted successor rate, then the five-year treasury rate shall be deemed to\nbe such successor rate and, in that case, the Designee may then determine and adjust the business day convention, the definition of business day and the reset dividend determination date to be used and any other relevant methodology for determining\nor otherwise calculating such successor rate, including any adjustment factor needed to make such successor rate comparable to the then-applicable base rate (which, as of the original issue date of the Series O Preferred Stock, is the initial base\nrate) in each case, in a manner that is consistent with industry-accepted practices for the use of such successor rate (the “Adjustments”). If the Company, in its sole discretion, does not designate a Designee or if the Designee\ndetermines that there is no industry-accepted successor rate to then-applicable base rate, then the five-year treasury rate will be the same rate determined for the prior reset dividend determination date or, if this sentence is applicable with\nrespect to the first reset dividend determination date, a rate equal to the Initial Fixed Rate minus the Spread.

“H.15 Daily\nUpdate” means the daily statistical release designated as such, or any successor publication, published by the Federal Reserve or any successor.

The five-year treasury rate will be determined by the calculation agent on the third business day immediately preceding the applicable reset\ndate.

The calculation agent’s determination of any dividend rate and its calculation of the amount of dividends for any dividend\nperiod, and a record maintained by the Company of any Rate Substitution Event and Adjustments, will be maintained on file at the Company’s principal offices and will be available to any holder of the Series O Preferred Stock upon request and\nwill be final and binding in the absence of manifest error. For the avoidance of any doubt, any determination by the Company or a Designee pursuant to the third preceding paragraph above (including, without limitation, with respect to any Rate\nSubstitution Event or any Adjustments) will not be subject to the vote or consent of the holders of the Series O Preferred Stock.

Restrictions on\nDividends

So long as any share of the Series O Preferred Stock remains outstanding, no dividend will be declared or paid on our common\nstock or any other shares of junior stock (other than (1) a dividend payable solely in junior stock or (2) any dividend in connection with the implementation of a shareholders’ rights plan or the redemption or repurchase of any\nrights under any such plan), unless (i) full dividends for the last preceding dividend period on all outstanding shares of Series O Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been\nset aside) and (ii) we are not in default on our obligation to redeem any shares of Series O Preferred Stock that have been called for redemption. The Company and its subsidiaries will not purchase, redeem or otherwise acquire, directly or\nindirectly, for consideration any shares of our common stock or other junior stock (other than (1) as a result of a reclassification of such junior stock for or into other junior stock, (2) the exchange or conversion of one share of such\njunior stock for or into another share of such junior stock, (3) through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock, (4) purchases, redemptions or other acquisitions of shares of junior\nstock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (5) purchases of shares of junior stock pursuant to a contractually binding\nrequirement to buy junior stock existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan, or (6) the purchase of fractional interests in shares of junior stock pursuant to the conversion or\nexchange provisions of such securities or the security being converted or exchanged) nor will we pay or make available any monies for a sinking fund for the redemption of any shares of our common stock or any other shares of junior stock during a\ndividend period, unless the full dividends for the most recently completed dividend period on all outstanding shares of Series O Preferred Stock have been declared and paid (or declared and a sum sufficient for the payment thereof has been set\naside). However, the foregoing will not restrict the ability of us or any of our other affiliates to engage in any market-making transactions in junior stock in the ordinary course of business.

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When dividends are not paid in full upon the shares of the Series O Preferred Stock and any\ndividend parity stock, all dividends paid or declared for payment on that dividend payment date with respect to the Series O Preferred Stock and the dividend parity stock will be shared (a) first ratably by the holders of any dividend parity\nstock who have the right to receive dividends with respect to past dividend periods for which such dividends were not declared and paid, in proportion to the respective amounts of the undeclared and unpaid dividends relating to past dividend\nperiods, and (b) thereafter ratably by the holders of the Series O Preferred Stock and any dividend parity stock, in proportion to the respective amounts of the undeclared and unpaid dividends relating to the current dividend period. To the\nextent a dividend period with respect to any dividend parity stock coincides with more than one dividend period with respect to the Series O Preferred Stock, for purposes of the immediately preceding sentence, our board of directors will treat such\ndividend period as two or more consecutive dividend periods, none of which coincides with more than one dividend period with respect to the Series O Preferred Stock, or will treat such dividend period(s) with respect to any dividend parity stock and\ndividend period(s) with respect to the Series O Preferred Stock for purposes of the immediately preceding sentence in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such dividend parity\nstock and the Series O Preferred Stock. To the extent a dividend period with respect to the Series O Preferred Stock coincides with more than one dividend period with respect to any dividend parity stock, for purposes of the first sentence of this\nparagraph the board of directors will treat such dividend period as two or more consecutive dividend periods, none of which coincides with more than one dividend period with respect to such dividend parity stock, or will treat such dividend\nperiod(s) with respect to the Series O Preferred Stock and dividend period(s) with respect to any dividend parity stock for purposes of the first sentence of this paragraph in any other manner that it deems to be fair and equitable in order to\nachieve ratable payments of dividends on the Series O Preferred Stock and such dividend parity stock. For the purposes of this paragraph, the term “dividend period” as used with respect to any dividend parity stock means such dividend\nperiods as are provided for in the terms of such dividend parity stock.

Subject to the foregoing, such dividends (payable in cash, stock\nor otherwise) as may be determined by our board of directors (or a duly authorized committee of the board) may be declared and paid on any securities, including our common stock, any other junior stock and any dividend parity stock from time to time\nout of funds legally available for such payment, and the Series O Preferred Stock will not be entitled to participate in any such dividend.

Dividends on the Series O Preferred Stock will not be declared, paid or set aside for payment if and to the extent such act would cause us to\nfail to comply with applicable laws, rules and regulations, and the certificate of designations creating the Series O Preferred Stock provides that dividends on the Series O Preferred Stock may not be declared or set aside for payment if and to the\nextent such dividends would cause us to fail to comply with the applicable capital adequacy rules.

Redemption

The Series O Preferred Stock is perpetual and has no maturity date. We may, at our option, with the prior approval of the Federal Reserve or\nany successor appropriate federal banking agency if then required under capital rules applicable to us, redeem the shares of the Series O Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date on or after the\nFirst Reset Date, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment Event, in each case at a cash redemption price of $100,000 per share (equivalent to $1,000 per depositary share), plus any\ndeclared and unpaid dividends, without regard to any undeclared dividends, to but excluding the redemption date, on the shares of the Series O Preferred Stock called for redemption. Dividends will cease to accrue on the shares of the Series O\nPreferred Stock called for redemption from and including the redemption date. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the applicable record date for a dividend period shall not be paid to the holder\nentitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the applicable dividend payment date. Under the capital adequacy rules currently\napplicable to us, prior to exercising our right to redeem the Series O Preferred

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\nStock, we must either (i) demonstrate to the satisfaction of the Federal Reserve that, following redemption, we will continue to hold capital commensurate with our risk; or (ii) replace\nthe Series O Preferred Stock redeemed or to be redeemed with an equal amount of instruments that will qualify as tier 1 capital under regulations of the Federal Reserve immediately following or concurrent with redemption.

A “Regulatory Capital Treatment Event” means the good faith determination by The Bank of New York Mellon Corporation that, as a\nresult of (i) any amendment to, or change in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank\nregulatory agencies) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series O Preferred Stock, (ii) any proposed change in those laws, rules or\nregulations that is announced or becomes effective after the initial issuance of any share of the Series O Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official\npronouncement interpreting or applying those laws, rules or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series O Preferred Stock, there is more than an insubstantial risk that The\nBank of New York Mellon Corporation will not be entitled to treat the full liquidation preference amount of $100,000 per share of the Series O Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the\ncapital adequacy rules of the Federal Reserve (or, as and if applicable, the capital adequacy rules or regulations of any successor appropriate federal banking agency) as then in effect and applicable, for so long as any share of the Series O\nPreferred Stock is outstanding. “Appropriate federal banking agency” means the “appropriate federal banking agency” with respect to us as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any\nsuccessor provision.

If fewer than all of the outstanding shares of the Series O Preferred Stock are to be redeemed, the shares to be\nredeemed will be selected either pro rata from the holders of record of shares of the Series O Preferred Stock in proportion to the number of shares held by those holders or by lot or in such other manner as our board of directors (or a duly\nauthorized committee of the board) may determine to be fair and equitable.

We will mail notice of every redemption of the Series O\nPreferred Stock by first class mail, postage prepaid, addressed to the holders of record of the Series O Preferred Stock to be redeemed at their respective last addresses appearing on our books. This mailing will be at least 5 days and not more than\n60 days before the date fixed for redemption (provided that if the Series O Preferred Stock or any depositary shares are held in book-entry form through The Depository Trust Company (“DTC”), we may give this notice in any manner\npermitted by DTC). Any notice mailed or otherwise given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives this notice, and failure duly to give this notice by mail or otherwise,\nor any defect in this notice or in the mailing or provision of this notice, to any holder of the Series O Preferred Stock designated for redemption will not affect the validity of the redemption of any other shares of Series O Preferred Stock.

Each notice will state:

\n\n\n\n\n

•

the redemption date;

\n\n\n\n\n

•

the number of shares of the Series O Preferred Stock to be redeemed and, if less than all shares of the Series O\nPreferred Stock held by the holder are to be redeemed, the number of shares to be redeemed from the holder;

\n\n\n\n\n

•

the redemption price or the manner of its calculation; and

\n\n\n\n\n

•

if Series O Preferred Stock is evidenced by definitive certificates, the place or places where the certificates\nrepresenting those shares are to be surrendered for payment of the redemption price.

If notice of redemption of any\nSeries O Preferred Stock has been duly given and if, on or before the redemption date specified in the notice, we have set aside all funds necessary for the redemption in trust for the

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\npro rata benefit of the holders of record of any shares of Series O Preferred Stock so called for redemption, then, notwithstanding that any certificate for any share called for redemption has\nnot been surrendered for cancellation, from and after the redemption date, those shares shall no longer be deemed outstanding and all rights of the holders of those shares (including the right to receive any dividends) will terminate, except the\nright to receive the redemption price.

Our right to redeem the Series O Preferred Stock once issued is subject to the prior approval of\nthe Federal Reserve or any successor appropriate federal banking agency as required under the capital rules applicable to us. We cannot assure you that the appropriate federal banking agency will approve any redemption of the Series O Preferred\nStock that we may propose. Moreover, unless the Federal Reserve authorizes us to do otherwise, we will redeem the Series O Preferred Stock only if it is replaced with other tier 1 capital—for example, common stock or another series of\nnoncumulative perpetual preferred stock, or if we have demonstrated to the Federal Reserve that, following redemption BNY will continue to hold capital commensurate with its risk.

Holders of the Series O Preferred Stock will not have the right to require the redemption or repurchase of the Series O Preferred Stock.

Liquidation Rights

In the event that we\nvoluntarily or involuntarily liquidate, dissolve or wind up our affairs, holders of the Series O Preferred Stock will be entitled to receive an amount per share (the “total liquidation amount”) equal to the Series O liquidation amount of\n$100,000 per share, plus any dividends that have been declared but not paid prior to the date of payment of distributions to shareholders, without regard to any undeclared dividends. Holders of the Series O Preferred Stock will be entitled to\nreceive the total liquidation amount out of our assets that are available for distribution to shareholders, after payment or provision for payment of our debts and other liabilities but before any distribution of assets is made to holders of our\ncommon stock or any other junior stock. In addition, the Series O Preferred Stock and the depositary shares may be fully subordinated to interests held by the U.S. government in the event we enter into a receivership, insolvency, liquidation or\nsimilar proceeding, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Act.

If our\nassets are not sufficient to pay the total liquidation amount in full to all holders of the Series O Preferred Stock and all holders of any of our stock ranking equally with the Series O Preferred Stock as to distributions of assets upon any\nliquidation, dissolution or winding-up of the Company, the amounts paid to the holders of the Series O Preferred Stock and to such other stock will be paid pro rata in accordance with the respective total\nliquidation amount for those holders. If the total liquidation amount per Series O Preferred Stock has been paid in full to all holders of the Series O Preferred Stock and such other stock, the holders of our common stock or any other junior stock\nwill be entitled to receive all of our remaining assets according to their respective rights and preferences.

For purposes of the\nliquidation rights, neither the sale, conveyance, exchange or transfer of all or substantially all of our property and assets, nor the consolidation or merger by us with or into any other corporation or by another corporation with or into us, will\nconstitute a liquidation, dissolution or winding-up of our affairs.

Voting Rights

Except as indicated below or otherwise required by law, the holders of the Series O Preferred Stock will not have any voting rights.

Right to Elect Two Directors upon Non-Payment of Dividends. If and when the dividends on the\nSeries O Preferred Stock and any other class or series of our preferred stock, whether bearing dividends on a noncumulative or cumulative basis but otherwise ranking on a parity with the Series O Preferred Stock as to\n

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\npayment of dividends and that has voting rights equivalent to those described in this paragraph (“voting parity stock”), have not been declared and paid (i) in the case of the\nSeries O Preferred Stock and voting parity stock bearing noncumulative dividends, in full for at least three semi-annual or six quarterly dividend periods or their equivalent (whether or not consecutive); or (ii) in the case of voting parity\nstock bearing cumulative dividends, in an aggregate amount equal to full dividends for at least three semi-annual or six quarterly dividend periods or their equivalent (whether or not consecutive), the authorized number of directors then\nconstituting our board of directors will be increased by two. Holders of the Series O Preferred Stock, together with the holders of all other affected classes and series of voting parity stock, voting as a single class, will be entitled to elect the\ntwo additional members of our board of directors (the “preferred stock directors”) at any annual or special meeting of shareholders at which directors are to be elected or any special meeting of the holders of the Series O Preferred\nStock and any voting parity stock for which dividends have not been paid, called as provided below, but only if the election of any preferred stock directors would not cause us to violate the corporate governance requirement of the New York Stock\nExchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. In addition, our board of directors shall at no time have more than two preferred stock directors.

At any time after this voting power has vested as described above, our Secretary may, and upon the written request of holders of record of at\nleast 20% of the outstanding shares of the Series O Preferred Stock and voting parity stock (addressed to the Secretary at our principal office) must, call a special meeting of the holders of the Series O Preferred Stock and voting parity stock for\nthe election of the preferred stock directors. Notice for a special meeting will be given in a similar manner to that provided in our by-laws for a special meeting of the shareholders, which we will provide\nupon request, or as required by law. If our Secretary is required to call a meeting but does not do so within 20 days after receipt of any such request, then any holder of shares of the Series O Preferred Stock may (at our expense) call such\nmeeting, upon notice as provided in this section, and for that purpose will have access to our stock books. The preferred stock directors elected at any such special meeting will hold office until the next annual meeting of our shareholders unless\nthey have been previously terminated as described below. In case any vacancy occurs among the preferred stock directors, a successor will be elected by our board of directors to serve until the next annual meeting of the shareholders upon the\nnomination of the then remaining preferred stock directors or if none remains in office, by the vote of the holders of record of a majority of the outstanding shares of the Series O Preferred Stock and all voting parity stock for which dividends\nhave not been paid, voting as a single class. The preferred stock directors shall each be entitled to one vote per director on any matter.

Whenever full dividends have been paid on the Series O Preferred Stock and any noncumulative voting parity stock for at least one year and all\ndividends on any cumulative voting parity stock have been paid in full, then the right of the holders of the Series O Preferred Stock to elect the preferred stock directors will cease (but subject always to the same provisions for the vesting of\nthese voting rights in the case of any similar non-payment of dividends in respect of future dividend periods), the terms of office of all preferred stock directors will immediately terminate and the number of\ndirectors constituting our board of directors will be reduced accordingly.

Under the Federal Reserve’s regulations implementing the\nBank Holding Company Act, if any holder of any series of preferred stock (including the Series O Preferred Stock) is or becomes entitled to vote for the election of directors, such series will be deemed a class of voting securities and a company\nholding 25% or more of the series, or such lower amount of the series as may be deemed, when coupled with other factors, to constitute a “controlling influence” over the issuer, will be subject to regulation as a bank holding company\nunder the Bank Holding Company Act. In addition, at the time the Series is deemed a class of voting securities, any other bank holding company will be required to obtain the approval of the Federal Reserve under the Bank Holding Company Act to\nacquire or maintain more than 5% of that series. Any other person (other than the bank holding company) will be required to obtain the non-objection of the Federal Reserve under the Change in Bank Control Act\nof 1978, as amended, to acquire or maintain 10% or more of that series.

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Other voting rights

So long as any shares of the Series O Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law\nor by our Restated Certificate of Incorporation, the vote or consent of the holders of at least two thirds of the shares of the Series O Preferred Stock at the time outstanding and entitled to vote, voting separately as a single class, given in\nperson or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

\n\n\n\n\n

•

Amendment of Certificate of Incorporation or Bylaws. Any amendment of our Restated Certificate of\nIncorporation to authorize or create, or increase the authorized amount of, any shares of any class or series of capital stock ranking senior to the Series O Preferred Stock with respect to payment of dividends or distribution of assets on our\nliquidation; as well as any amendment of our Restated Certificate of Incorporation or Amended and Restated Bylaws that would adversely affect the special rights, preferences, privileges or voting powers of the Series O Preferred Stock; provided that\nthe amendment of our Restated Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of, any junior stock or any shares of any class or series or any securities convertible into shares of any class or series\nof dividend parity stock or other series of preferred stock ranking equally with the Series O Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up of the Company shall not be deemed to affect\nadversely the rights, preferences, privileges or voting powers of the Series O Preferred Stock; or

\n\n\n\n\n

•

Share Exchanges, Reclassifications, Mergers and Consolidations. Any consummation of a binding share\nexchange or reclassification involving the Series O Preferred Stock, or of a merger or consolidation of us with or into another corporation, or any merger or consolidation of us with or into any entity other than a corporation unless in each case\n(x) the shares of the Series O Preferred Stock remain outstanding or, in the case of a merger or consolidation in which we are not the surviving or resulting corporation, are converted into or exchanged for preference securities of the\nsurviving or resulting corporation or a corporation controlling such corporation, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and\nlimitations and restrictions thereof as would not require a vote of the holders of the Series O Preferred Stock pursuant to the preceding paragraph if such change were effected by an amendment of the Certificate of Incorporation.\n

Each holder of the Series O Preferred Stock will have one vote per share on any matter on which holders of the Series O\nPreferred Stock are entitled to vote, including any action by written consent.

Without the consent of the holders of the Series O\nPreferred Stock, so long as such action does not adversely affect the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of the Series O Preferred Stock, we may amend, alter, supplement or repeal any\nterms of the Series O Preferred Stock:

\n\n\n\n\n

•

to cure any ambiguity, or to cure, correct or supplement any provision contained in the certificate of\ndesignations creating the Series O Preferred Stock that may be defective or inconsistent; or

\n\n\n\n\n

•

to make any provision with respect to matters or questions arising with respect to the Series O Preferred Stock\nthat is not inconsistent with the provisions of the certificate of designations creating the Series O Preferred Stock, including, without limitation, to reflect any Adjustments if a Rate Substitution Event occurs.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be\nrequired shall be effected, all outstanding shares of the Series O Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside by us for the benefit of the holders of the Series O Preferred\nStock to effect the redemption.

Under current provisions of the Delaware General Corporation Law, the holders of issued and outstanding\npreferred stock are entitled to vote as a class, with the consent of the majority of the class being required to

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\napprove an amendment to our Restated Certificate of Incorporation if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par\nvalue of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. If any amendment, alteration, repeal, share exchange, reclassification, merger or\nconsolidation specified above would adversely affect the Series O Preferred Stock and one or more but not all other series of our preferred stock, then only the Series O Preferred Stock and such series of preferred stock as are adversely affected by\nand entitled to vote on the matter shall vote on the matter together as a single class in proportion to their respective stated liquidation amounts (in lieu of all other series of our preferred stock).

No Preemptive and Conversion Rights

Holders of the Series O Preferred Stock do not have any preemptive rights. The Series O Preferred Stock is not convertible into or exchangeable\nfor property or shares of any other series or class of our capital stock.

Transfer Agent and Registrar

Computershare Trust Company, N.A. will be the transfer agent and registrar for the Series O Preferred Stock as of the original issue date. We\nmay terminate such appointment and may appoint a successor transfer agent and/or registrar at any time and from time to time, provided that we will use our best efforts to ensure that there is, at all relevant times when the Series O Preferred Stock\nis outstanding, a person or entity appointed and serving as transfer agent and/or registrar. The transfer agent and/or registrar may be a person or entity affiliated with us.

Calculation Agent

The “calculation\nagent” means, at any time, the person or entity appointed by us and serving as such agent with respect to the Series O Preferred Stock at such time. The Bank of New York Mellon, one of our wholly owned subsidiaries, will be the calculation\nagent for the Series O Preferred Stock as of the original issue date. We may terminate any such appointment and may appoint a successor agent at any time and from time to time, provided that we will use our best efforts to ensure that there is, at\nall relevant times when the Series O Preferred Stock is outstanding, a person or entity appointed and serving as such agent. The calculation agent will be one of our wholly owned subsidiaries as of the original issue date, and any successor\ncalculation agent may be a person or entity affiliated with us.

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DESCRIPTION OF THE DEPOSITARY SHARES

In this prospectus supplement, references to “holders” of the depositary shares mean those who own the depositary shares\nregistered in their own names, on the books that we or the depositary maintain for this purpose, and not indirect holders who own beneficial interests in the depositary shares registered in street name or issued in book-entry form through The\nDepository Trust Company. Please review the special considerations that apply to indirect holders described in the “Legal Ownership and Book-Entry Issuance” section of this prospectus supplement.

This prospectus supplement summarizes specific terms and provisions of the depositary shares relating to our Series O Preferred Stock. As\ndescribed above under “Description of the Series O Preferred Stock”, we are issuing fractional interests in shares of the preferred stock in the form of the depositary shares. Each depositary share will represent a 1/100^th ownership interest in a share of the Series O Preferred Stock, and will be evidenced by a depositary receipt. The shares of the Series O Preferred Stock represented by the depositary shares will be\ndeposited under a deposit agreement among us, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts evidencing the depositary shares. Subject to the terms of the\ndeposit agreement, each holder of depositary shares will be entitled, through the depositary, in proportion to the applicable fraction of a share of the Series O Preferred Stock represented by such depositary shares, to all the rights and\npreferences of the Series O Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights).

Immediately following the issuance of the Series O Preferred Stock, we will deposit the Series O Preferred Stock with the depositary, which\nwill then issue the depositary shares to the underwriters. Copies of the forms of deposit agreement and the depositary receipt may be obtained from us upon request and in the manner described under “Where You Can Find More Information”\nabove.

Dividends and Other Distributions

The depositary will distribute any cash dividends or other cash distributions received in respect of the deposited Series O Preferred Stock to\nthe record holders of the depositary shares relating to the underlying Series O Preferred Stock in proportion to the number of the depositary shares held by the holders. The depositary will distribute any property received by it other than cash\nto the record holders of the depositary shares entitled to those distributions, unless it determines that the distribution cannot be made proportionally among those holders or that it is not feasible to make a distribution. In that event, the\ndepositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of the depositary shares in proportion to the number of the depositary shares they hold.

Record dates for the payment of dividends and other matters relating to the depositary shares will be the same as the corresponding record\ndates for the Series O Preferred Stock.

The amounts distributed to holders of the depositary shares will be reduced by any amounts\nrequired to be withheld by the depositary or by us on account of taxes or other governmental charges.

Redemption of the Depositary Shares

If we redeem the Series O Preferred Stock represented by the depositary shares, the depositary shares will be redeemed from the proceeds\nreceived by the depositary resulting from the redemption of the Series O Preferred Stock held by the depositary. The redemption price per depositary share will be equal to 1/100^th of the\nredemption price per share payable with respect to the Series O Preferred Stock (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends, on the shares of the Series O\nPreferred Stock. Whenever we redeem shares of the Series O Preferred Stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of the depositary shares representing shares of the Series O Preferred Stock so\nredeemed.

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In case of any redemption of less than all of the outstanding depositary shares, the\ndepositary shares to be redeemed will be selected by us pro rata, by lot or in such other manner we determine to be equitable. In any such case, we will redeem the depositary shares only in increments of 100 shares and any integral multiple thereof.\n

Voting of the Series O Preferred Stock

When the depositary receives notice of any meeting at which the holders of the Series O Preferred Stock are entitled to vote, the depositary\nwill mail (or otherwise transmit by an authorized method) the information contained in the notice to the record holders of the depositary shares relating to the Series O Preferred Stock.

Each record holder of the depositary shares on the record date, which will be the same date as the record date for the Series O Preferred\nStock, may instruct the depositary to vote the amount of the Series O Preferred Stock represented by the holder’s depositary shares. To the extent possible, the depositary will vote the amount of the Series O Preferred Stock represented by the\ndepositary shares in accordance with the instructions it receives. We will agree to take all reasonable actions that the depositary determines are necessary to enable the depositary to vote as instructed. If the depositary does not receive specific\ninstructions from the holders of any depositary shares, it will not vote the amount of the Series O Preferred Stock represented by such depositary shares.

No Listing

Neither shares of the Series\nO Preferred Stock nor the depositary shares will be listed on any securities exchange or automated quotation system.

Form of the Depositary Shares\n

The depositary shares will be issued in book-entry form through The Depository Trust Company, as described under “Legal\nOwnership and Book-Entry Issuance” below. The Series O Preferred Stock will be issued in registered form to the depositary.

Miscellaneous\n

The depositary will forward to the holders of the depositary shares all reports and communications from us which are delivered to the\ndepositary and which we are required to furnish to the holders of the depositary shares or the holders of the deposited Series O Preferred Stock.

Depositary

Computershare Inc. and\nComputershare Trust Company, N.A., acting jointly, will be the depositary for the depositary shares as of the original issue date. We may terminate such appointment and may appoint a successor depositary at any time and from time to time, provided\nthat we will use our best efforts to ensure that there is, at all relevant times when the Series O Preferred Stock is outstanding, a person or entity appointed and serving as such depositary.

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LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

We will issue the depositary shares under a book-entry system in the form of one or more global depositary receipts. We will register the\nglobal depositary receipts in the name of Cede & Co., as a nominee for The Depository Trust Company, New York, New York, or such other name as may be requested by an authorized representative of DTC and deposit the global depositary\nreceipts with the depositary. Ownership of beneficial interests in a global depositary receipt will be limited to institutions who have accounts with DTC (“participants”) or persons who hold interests through such participants. Ownership\nof beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and records of participants (with\nrespect to interests of persons other than participants).

Following the issuance of the depositary shares in book-entry only form, DTC\nwill credit the accounts of its participants with the depositary shares upon our instructions. In order to own a beneficial interest in a depositary receipt, you must be an organization that participates in DTC or have an account with an\norganization that participates in DTC, including Clearstream Banking, S.A. (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Clearstream and Euroclear will hold interests on behalf\nof their participants through customers’ securities accounts in Clearstream and Euroclear’s names on the books of their U.S. depositaries, which in turn will hold such interests in customers’ securities accounts in U.S.\ndepositaries’ names on the books of DTC.

As long as DTC or its nominee is the registered owner of the global depositary receipts,\nDTC or its nominee, as the case may be, will be considered the sole owner and holder of the global depositary receipts and all depositary shares represented by these depositary receipts for all purposes under the instruments governing the rights and\nobligations of holders of depositary shares. Except in the limited circumstances described elsewhere in this section, owners of beneficial interests in global depositary receipts:

\n\n\n\n\n

•

will not be entitled to have such global depositary receipts or the depositary shares represented by these\nreceipts registered in their names;

\n\n\n\n\n

•

will not receive or be entitled to receive physical delivery of depositary receipts in exchange for beneficial\ninterests in the global depositary receipts;

\n\n\n\n\n

•

will not be able to transfer beneficial interests except in accordance with the applicable procedures of DTC; and\n

\n\n\n\n\n

•

will not be considered to be owners or holders of the global depositary receipts or the depositary shares\nrepresented by these receipts for any purpose under the instruments governing the rights and obligations of holders of depositary shares.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. These\nlaws may impair the ability to transfer beneficial interests in the depositary shares, so long as the depositary shares are represented by global depositary receipts.

Accordingly, each person owning a beneficial interest in the depositary receipts must rely on the procedures of DTC and, if that person is not\na participant, on the procedures of the participant through which that person owns its beneficial interest, in order to exercise any rights of a holder of depositary shares.

As long as the depositary shares are represented by the global depositary receipts, we will pay dividends on the Series O Preferred Stock\nrepresented by the depositary shares to the relevant agent who in turn will make payments to DTC or its nominee, as the case may be, as the registered holder of the global depositary receipts. Payments to DTC will be in immediately available funds\nby wire transfer. DTC will credit the relevant accounts of their participants on the applicable date. Neither we nor the depositary or our agent will be responsible for making any payments to participants or customers of participants or for\nmaintaining any records relating to the

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\nholdings of participants and their customers, and you will have to rely on the procedures of DTC and its participants.

If we discontinue the book-entry only form of registration, we will replace the global depositary receipt with definitive depositary receipts.\n

Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

DTC has advised us that it is a limited-purpose trust company organized under the New\nYork Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a\n“clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for U.S. and non-U.S. equity issues, corporate and municipal\ndebt issues, and money market instruments that DTC’s participants deposit with DTC. DTC also facilitates the post-trade settlement among direct participants of sales and other securities transactions in deposited securities, through electronic\ncomputerized book-entry transfers and pledges between direct participants’ accounts. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing\ncorporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed\nIncome Clearing Corporation, all of which are registered clearing agencies.

DTCC is owned by the users of its regulated subsidiaries.\nAccess to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial\nrelationship with a direct participant, either directly or indirectly. The DTC rules applicable to its participants are on file with the SEC.

Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a\ncustodial relationship with a participant, either directly or indirectly (indirect participants).

Although DTC is expected to follow the\nforegoing procedures in order to facilitate transfers of interests in a global security among its participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of\nThe Bank of New York Mellon Corporation, the depositary, the transfer agent or the registrar will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and\nprocedures governing their operations.

If DTC is at any time unwilling or unable to continue as a depositary for the global security and\na successor depositary is not appointed by The Bank of New York Mellon Corporation within 90 days, The Bank of New York Mellon Corporation will issue certificated depositary receipts in exchange for the global depositary receipts. Holders of an\ninterest in a global security may receive certificated shares, at the option of The Bank of New York Mellon Corporation, in accordance with the rules and procedures of DTC in addition to those provided for under the preceding sentence. Beneficial\ninterests in global depositary receipts held by any direct or indirect participant may also be exchanged for certificated shares upon request to DTC by such direct participant (for itself or on behalf of an indirect participant), to the transfer\nagent in accordance with their respective customary procedures.

Clearstream has advised us that it is incorporated under the laws of\nLuxembourg as a professional depositary. Clearstream holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry transfers between their\naccounts. Clearstream provides its participants with, among other things, services for safekeeping, administration,

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\nclearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries through\nestablished depository and custodial relationships. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector, also known as the Commission de Surveillance du\nSecteur Financier. Clearstream’s participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations.

Clearstream’s participants in the U.S. are limited to securities brokers and dealers and banks and may include the underwriters for the\ndepositary shares. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with Clearstream participants. Distributions with\nrespect to interests in global securities held through Clearstream will be credited to cash accounts of its customers in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.

Euroclear has advised us that it was created in 1968 to hold securities for its participants and to clear and settle transactions between\nEuroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear\nprovides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear operator”) under contract with\nEuroclear plc, a U.K. corporation.

Euroclear participants include banks, including central banks, securities brokers and dealers and\nother professional financial intermediaries and may include the underwriters for the depositary shares. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear\nparticipant, either directly or indirectly.

As long as the depositary shares are represented by a global depositary receipt registered in\nthe name of DTC, or its nominee, the depositary shares will trade in the DTC Same-Day Funds Settlement System. DTC requires secondary market trading activity in the depositary shares to settle in immediately\navailable funds. This requirement may affect trading activity in the depositary shares. Secondary market trading between Clearstream customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and\noperating procedures of Clearstream and Euroclear and will be settled using the applicable procedures in immediately available funds.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through\nClearstream customers or Euroclear participants, on the other, will be effected by DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the U.S. depositary; however, such cross-market transactions will\nrequire delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. The relevant European international clearing\nsystem will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving depositary shares in DTC, and making or receiving\npayment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S.\ndepositaries.

So long as the global depositary receipts are held on behalf of DTC or any other clearing system, notices to holders of\ndepositary shares represented by a beneficial interest in the global depositary receipts may be given by delivery of the relevant notice to DTC or the alternative clearing system, as the case may be.

The information in this section concerning DTC and its book-entry system, Euroclear and Clearstream has been obtained from sources that The\nBank of New York Mellon Corporation believes to be reliable, but The Bank of New York Mellon Corporation takes no responsibility for the accuracy thereof.

S-29

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS\n

This section describes the material United States federal income tax consequences relevant to the purchase, ownership and disposition\nof the Series O Preferred Stock and the depositary shares. This section addresses only United States federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances,\nincluding foreign, state or local tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income, any alternative minimum tax, or U.S. federal estate or gift taxes. When we refer to Series O Preferred\nStock in this section, we mean both the Series O Preferred Stock and the depositary shares.

The summary is limited to taxpayers who will\nhold the Series O Preferred Stock as “capital assets.” This section does not apply to you if you are a member of a class of holders subject to special rules, including:

\n\n\n\n\n

•

a dealer in securities or currencies;

\n\n\n\n\n

•

a trader in securities that elects to use a\nmark-to-market method of accounting for securities holdings;

\n\n\n\n\n

•

a bank;

\n\n\n\n\n

•

an insurance company;

\n\n\n\n\n

•

a thrift institution;

\n\n\n\n\n

•

a regulated investment company;

\n\n\n\n\n

•

a tax-exempt organization;

\n\n\n\n\n

•

a person that purchases or sells the Series O Preferred Stock as part of a wash sale for tax purposes;\n

\n\n\n\n\n

•

a person that owns the Series O Preferred Stock as part of a straddle or a hedging or conversion transaction for\ntax purposes;

\n\n\n\n\n

•

a United States holder (as defined below) whose functional currency for tax purposes is not the U.S. dollar; or\n

\n\n\n\n\n

•

a United States expatriate.

This section is based on the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), its\nlegislative history, existing and proposed regulations under the Internal Revenue Code, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

If an entity treated as a partnership for United States federal income tax purposes holds the Series O Preferred Stock, the United States\nfederal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the Series O Preferred Stock should consult its tax advisor with regard to the\nUnited States federal income tax treatment of an investment in the Series O Preferred Stock.

Beneficial owners of the depositary shares\nwill be treated as owners of the underlying Series O Preferred Stock for U.S. federal income tax purposes. Exchanges of Series O Preferred Stock for depositary shares, and depositary shares for Series O Preferred Stock, will generally not be subject\nto U.S. federal income tax.

Please consult your own tax advisor concerning the consequences of owning the Series O Preferred Stock in\nyour particular circumstances under the Internal Revenue Code and the laws of any other taxing jurisdiction.

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United States Holders

This subsection describes the tax consequences of an investment in the Series O Preferred Stock to a United States holder. You are a United\nStates holder if you are a beneficial owner of a share of the Series O Preferred Stock and you are, for United States federal income tax purposes:

\n\n\n\n\n

•

an individual citizen or resident of the United States;

\n\n\n\n\n

•

a domestic corporation;

\n\n\n\n\n

•

an estate whose income is subject to United States federal income tax regardless of its source; or\n

\n\n\n\n\n

•

a trust if a United States court can exercise primary supervision over the trust’s administration and one\nor more United States persons are authorized to control all substantial decisions of the trust.

If you are not a United\nStates holder, this subsection does not apply to you and you should refer to “—Non-United States Holders” below.

Distributions on the Series O Preferred Stock

Distributions with respect to our Series O Preferred Stock will constitute dividends to the extent made out of our current or accumulated\nearnings and profits, as determined under United States federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a non-taxable\nreturn of capital to the extent of your tax basis in our Series O Preferred Stock (and you will reduce your tax basis accordingly) and thereafter as capital gain from the sale or exchange of such Series O Preferred Stock. If you are a corporation,\ndividends received by you will be eligible for the 50 percent dividends-received deduction generally available under the Internal Revenue Code if you meet certain holding period and other applicable requirements. If you are a noncorporate\nUnited States holder, dividends paid to you will qualify for taxation at preferential rates applicable to “qualified dividends” if you meet certain holding period and other applicable requirements. United States holders should consult\ntheir own tax advisers regarding the availability of the reduced qualified dividend tax rate in light of their particular circumstances.

Dividends that exceed certain thresholds in relation to a corporate United States holder’s tax basis in the Series O Preferred Stock\ncould be characterized as “extraordinary dividends” under the Internal Revenue Code. If a corporate United States holder that has held the Series O Preferred Stock for two years or less before the dividend announcement date receives an\nextraordinary dividend, the holder will generally be required to reduce its tax basis (but not below zero) in the Series O Preferred Stock with respect to which the dividend was made by the non-taxed portion\nof the dividend. If the amount of the reduction exceeds the United States holder’s tax basis in the Series O Preferred Stock, the excess will be treated as capital gain for the taxable year in which the extraordinary dividend is received.

Sale or Exchange of the Series O Preferred Stock Other than by Redemption

If you sell or otherwise dispose of your Series O Preferred Stock (other than by redemption), you will generally recognize capital gain or loss\nequal to the difference between the amount realized upon the disposition and your adjusted tax basis of the Series O Preferred Stock. Capital gain of a noncorporate United States holder is generally taxed at preferential rates where the holder has a\nholding period greater than one year. The deductibility of capital losses is subject to limitations.

Redemption of the Series O Preferred Stock\n

Redemption of your Series O Preferred Stock generally would be a taxable event. You would be treated as if you had sold your Series O\nPreferred Stock if the redemption:

\n\n\n\n\n

•

results in a complete termination of your stock interest in us; or

\n\n\n\n\n

•

is not essentially equivalent to a dividend with respect to you.

S-31

In determining whether any of these tests has been met, shares of Series O Preferred Stock\nor other classes of our stock considered to be owned by you by reason of certain constructive ownership rules set forth in Section 318 of the Internal Revenue Code, as well as any such shares actually owned, must be taken into account under\ncertain circumstances.

If we redeem your Series O Preferred Stock in a redemption that meets one of the tests listed above, you generally\nwould recognize taxable gain or loss equal to the amount of cash received by you less your tax basis in the Series O Preferred Stock redeemed. This gain or loss would be long-term capital gain or capital loss if you have held the Series O Preferred\nStock for more than one year. Because the determination as to whether any of the alternative tests listed above is satisfied with respect to any particular holder will depend upon the facts and circumstances as of the time the determination is made,\nyou should consult your tax advisor regarding the treatment of a redemption.

If a redemption does not meet any of the tests described\nabove, you generally would be taxed on the cash you receive as a dividend to the extent paid out of our current and accumulated earnings and profits. Any amount in excess of our current or accumulated earnings and profits would first reduce your tax\nbasis in the Series O Preferred Stock and thereafter would be treated as capital gain. If a redemption of the Series O Preferred Stock is treated as a distribution that is taxable as a dividend, you should consult with your own tax advisor regarding\nthe allocation of your basis between the redeemed shares and any shares of Series O Preferred Stock (or any of our shares) that you still hold (or are held by a person related to you).

Non-United States Holders

This section summarizes the material United States federal income tax consequences of the purchase, ownership and disposition of the Series O\nPreferred Stock by a non-United States holder. You are a non-United States holder if you are a beneficial owner of a share of the Series O Preferred Stock and you\nare, for United States federal income tax purposes:

\n\n\n\n\n

•

a nonresident alien individual;

\n\n\n\n\n

•

a foreign corporation; or

\n\n\n\n\n

•

an estate or trust that in either case is not subject to United States federal income tax on a net income basis\non income or gain from the Series O Preferred Stock.

Distributions on the Series O Preferred Stock

Except as described below, if you are a non-United States holder of the Series O Preferred Stock,\ndividends (including any redemption treated as a dividend for U.S. federal income tax purposes as discussed above under “United States Holders—Redemption of the Series O Preferred Stock”) paid to you are subject to withholding of\nUnited States federal income tax at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate. Even if you are eligible for a lower treaty rate, certain payors will generally be\nrequired to withhold at a 30% rate (rather than the lower treaty rate) on dividend payments to you, unless you have furnished to such payor:

\n\n\n\n\n

•

a valid Internal Revenue Service Form W-8BEN or W-8BEN-E, or an acceptable substitute form upon which you certify, under penalties of perjury, your status as a person who is not a United States person and your entitlement\nto the lower treaty rate with respect to such payments; or

\n\n\n\n\n

•

in the case of payments made outside the United States to an offshore account (generally, an account maintained\nby you at an office or branch of a bank or other financial institution at any location outside the United States), other documentary evidence establishing your entitlement to the lower treaty rate in accordance with United States Treasury Department\nregulations.

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If you are eligible for a reduced rate of United States withholding tax under a tax treaty,\nyou may obtain a refund of any amounts withheld in excess of that rate by filing a refund claim with the Internal Revenue Service (the “IRS”).

If dividends paid to you are “effectively connected” with your conduct of a trade or business within the United States, and, if\nrequired by a tax treaty, the dividends are attributable to a permanent establishment that you maintain in the United States, we and other payors generally are not required to withhold tax from the dividends, provided that you have furnished to the\nrelevant payor a valid IRS Form W-8ECI or an acceptable substitute form upon which you certify, under penalties of perjury, that:

\n\n\n\n\n

•

you are not a United States person; and

\n\n\n\n\n

•

the dividends are effectively connected with your conduct of a trade or business within the United States\nand are includible in your gross income.

“Effectively connected” dividends are taxed to non-United States holders on a net income basis at rates applicable to United States citizens, resident aliens and domestic United States corporations.

If you are a corporate non-United States holder, “effectively connected” dividends that\nyou receive may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.

Gain on Disposition or Redemption of the Series O Preferred Stock

If you are a non-United States holder, you generally will not be subject to United States federal\nincome tax on gain that you recognize on a disposition (including a redemption that is treated as a disposition) of the Series O Preferred Stock unless:

\n\n\n\n\n

•

the gain is “effectively connected” with your conduct of a trade or business in the United States,\nand the gain is attributable to a permanent establishment that you maintain in the United States, if that is required by an applicable income tax treaty as a condition for subjecting you to United States taxation on a net income basis;\n

\n\n\n\n\n

•

you are an individual, you are present in the United States for 183 or more days in the taxable year of the\ndisposition and certain other conditions exist; or

\n\n\n\n\n

•

we are or have been a United States real property holding corporation for United States federal income tax\npurposes at any time within the five-year period preceding the disposition or your holding period, whichever period is shorter, and certain other conditions are met.

If you are a non-United States holder described in the first bullet point immediately above you will\nbe subject to tax on the net gain derived from the disposition under regular graduated United States federal income tax rates. If you are a corporate non-United States holder, “effectively\nconnected” gains that you recognize may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax treaty that provides\nfor a lower rate. If you are an individual non-United States holder described in the second bullet point immediately above you will be subject to a flat 30% tax on the gain derived from the disposition, which\nmay be offset by United States source capital losses, even though you are not considered a resident of the United States.

We have not\nbeen, are not and do not anticipate becoming a United States real property holding corporation for United States federal income tax purposes.

As discussed above in “United States Holders—Redemption of the Series O Preferred Stock”, certain redemptions may be treated\nas dividends for United States federal income tax purposes. See “—Distributions on

S-33

\nthe Series O Preferred Stock”, above, for a discussion of the tax treatment of such redemptions. Furthermore, if a broker or other paying agent is unable to determine whether the redemption\nshould be treated as a distribution, such paying agent may be required to withhold tax at a 30% rate on the full amount you receive (in which case, you may be eligible to obtain a refund of all or a portion of any tax).

Withholdable payments to foreign financial entities and other foreign entities

A 30% withholding tax may be imposed on certain payments to certain foreign financial institutions, investment funds and other non-U.S. persons if you or any such institution receiving payments on your behalf fails to comply with information reporting requirements (“FATCA withholding”). Such payments will include U.S.-source\ndividends. You could be affected by this withholding with respect to your Series O Preferred Stock if you are subject to the information reporting requirements and fail to comply with them or if you hold Series O Preferred Stock through another\nperson (e.g., a foreign bank or broker) that is subject to withholding because it fails to comply with these requirements (even if you would not otherwise have been subject to withholding). You should consult your own tax advisors regarding the\nrelevant U.S. law and other official guidance on FATCA withholding.

Backup withholding and information reporting

If you are a noncorporate United States holder, information reporting requirements, on IRS Form 1099, generally will apply to dividend payments\nor other taxable distributions made to you, and the payment of proceeds to you from the sale of Series O Preferred Stock effected at a United States office of a broker.

Additionally, backup withholding may apply to such payments if you fail to comply with applicable certification requirements or (in the case\nof dividend payments) are notified by the IRS that you have failed to report all interest and dividends required to be shown on your federal income tax returns.

If you are a non-United States holder, we and other payors are required to report payments of\ndividends on IRS Form 1042-S even if the payments are exempt from withholding. You are otherwise generally exempt from backup withholding and information reporting requirements with respect to dividend\npayments and the payment of the proceeds from the sale of preferred stock effected at a United States office of a broker provided that either (i) you have furnished a valid IRS Form W-8 or other\ndocumentation upon which the payor or broker may rely to treat the payments as made to a non-United States person, or (ii) you otherwise establish an exemption.

Payment of the proceeds from the sale of Series O Preferred Stock effected at a foreign office of a broker generally will not be subject to\ninformation reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the United States (and in certain cases may be subject to backup\nwithholding as well) if (i) the broker has certain connections to the United States, (ii) the proceeds or confirmation are sent to the United States or (iii) the sale has certain other specified connections with the United States.\n

You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax liability by\nfiling a refund claim with the IRS.

THE PRECEDING DISCUSSION OF THE MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES IS FOR\nGENERAL INFORMATION PURPOSES ONLY AND IS NOT BEING PROVIDED AS, OR INTENDED TO CONSTITUTE, TAX ADVICE. ACCORDINGLY, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF PURCHASING, HOLDING OR DISPOSING OF THE\nSERIES O PREFERRED STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, AND OF ANY CHANGES OR PROPOSED CHANGES IN APPLICABLE LAW.

S-34

CERTAIN ERISA CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974,\nas amended (“ERISA”) (each, a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the securities offered hereby. Among\nother factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would\ninvolve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

Section 406 of\nERISA and Section 4975 of the Internal Revenue Code prohibit Plans, as well as individual retirement accounts, Keogh plans and other plans that are subject to Section 4975 of the Internal Revenue Code (also “Plans”), from\nengaging in certain transactions involving “plan assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to the Plan. A violation of\nthese prohibited transaction rules may result in excise tax or other liabilities under ERISA or the Internal Revenue Code for those persons and penalties and liabilities under ERISA and the Internal Revenue Code for the fiduciary of the Plan, unless\nexemptive relief is available under an applicable statutory, regulatory or administrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in\nSection 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”) are not subject to the\nrequirements of Section 406 of ERISA or Section 4975 of the Internal Revenue Code but may be subject to similar provisions under other applicable federal, state, local, non-U.S. or other laws\n(“Similar Laws”).

The acquisition or disposition of the securities offered hereby by a Plan or any entity whose underlying\nassets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) with respect to which we, certain of our affiliates or the underwriters are or become a party in interest or\ndisqualified person may result in a direct or indirect prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code, unless the securities offered hereby are acquired pursuant to an applicable exemption.\nThe U.S. Department of Labor has issued prohibited transaction class exemptions, or “PTCEs”, that may provide exemptive relief if required for direct or indirect prohibited transactions that may arise from the purchase of the securities\noffered hereby. These exemptions include, without limitation, PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers), PTCE\n90-1 (for certain transactions involving insurance company pooled separate accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds),\nPTCE 95-60 (for transactions involving certain insurance company general accounts), and PTCE 96-23 (for transactions managed by\nin-house asset managers). In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code provide limited relief from the prohibited transactions provisions of ERISA and\nSection 4975 of the Internal Revenue Code for certain transactions, provided that neither the issuer of securities offered hereby nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or\nrender any investment advice with respect to the assets of any Plan involved in the transaction, and provided further that the Plan pays no more and receives no less than “adequate consideration” in connection with the transaction (the\n“service provider exemption”). There can be no assurance that all of the conditions of any such exemptions will be satisfied.

Because of the foregoing, the securities offered hereby should not be acquired or held by any person investing “plan assets” of\nany Plan, Plan Asset Entity or Non-ERISA Arrangement, unless such acquisition will not constitute a non-exempt prohibited transaction under ERISA and the Internal\nRevenue Code or similar violation of any applicable Similar Laws. Neither this discussion nor anything in this prospectus supplement is or is intended to be investment advice directed at any potential purchaser that is a Plan, a Plan Asset Entity or\na Non-ERISA Arrangement, or at such purchasers generally, and such purchasers should consult and rely on their counsel and advisors as to whether an investment in the securities is suitable and consistent with\nERISA, the Internal Revenue Code and any Similar Laws, as applicable.

S-35

Any purchaser or holder of the securities offered hereby or any interest therein will be\ndeemed to have represented by its acquisition of the securities offered hereby that it either (1) is not a Plan, a Plan Asset Entity or a Non-ERISA Arrangement and is not purchasing the securities offered\nhereby on behalf of or with the assets of any Plan, Plan Asset Entity or Non-ERISA Arrangement or (2) the acquisition and holding of the securities offered hereby will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or

Section 4975 of the Internal\nRevenue Code or a similar violation under any applicable Similar Laws.

S-36

UNDERWRITING (CONFLICTS OF INTEREST)

Barclays Capital Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BNY\nMellon Capital Markets, LLC, as the underwriters, have entered into an underwriting agreement with The Bank of New York Mellon Corporation dated the date of this prospectus supplement with respect to the depositary shares being offered. Subject to\nthe terms and conditions of the underwriting agreement between us and the several underwriters, we have agreed to issue and sell, and the underwriters have severally, but not jointly, agreed to purchase from us, the respective number of the\ndepositary shares set forth opposite the name of each underwriter below.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Underwriters	Number of Depositary Shares
Barclays Capital Inc.		225,000
BofA Securities, Inc.		225,000
Deutsche Bank Securities Inc.		225,000
Goldman Sachs & Co. LLC		225,000
Morgan Stanley & Co. LLC		225,000
BNY Mellon Capital Markets, LLC		125,000

Total		1,250,000

Subject to the conditions precedent specified in the underwriting agreement, the underwriters are obligated to\ntake and pay for all of the depositary shares offered if any depositary shares are taken. The underwriting agreement also provides that, if an underwriter defaults, the purchase commitments of non-defaulting\nunderwriters may be increased or this offering of the depositary shares may be terminated.

Underwriting Discount and Offering Expenses

The following table shows the per depositary share and total underwriting discount to be paid to the underwriters by us.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Per Depositary Share	$	10.00

Total	$	12,500,000

The depositary shares sold by the underwriters to the public will initially be offered at the initial public\noffering price set forth on the cover of this prospectus supplement. Any depositary shares sold by the underwriters to securities dealers may be sold at a discount of up to $6.00 per depositary share from the initial public offering price. Any such\nsecurities dealers may resell shares to certain other brokers or dealers at a discount of up to $4.00 per depositary share from the public offering price. If all the shares are not sold at the initial public offering price, the underwriters may\nchange the offering price and the other selling terms. The offering of the depositary shares by the underwriters is subject to receipt and acceptance of the depositary shares from us. The underwriters may reject any order in whole or in part.

The aggregate proceeds to us are set forth on the cover page of this prospectus supplement before deducting our expenses. We estimate that we\nwill pay approximately $415,000 for expenses, excluding the underwriting discount.

No Listing

The Series O Preferred Stock and the depositary shares have no established trading market. Neither shares of the Series O Preferred Stock nor\nthe depositary shares will be listed on any securities exchange or automated

S-37

\nquotation system. We have been advised by the underwriters that they presently intend to make a market in the depositary shares, as permitted by applicable laws and regulations. The underwriters\nare not obligated, however, to make a market in the depositary shares and may discontinue any market making at any time at their sole discretion. Even if a secondary market for the depositary shares develops, it may not provide significant liquidity\nand transaction costs in any secondary market could be high. As a result, the difference between bid and ask prices in any secondary market could be substantial. Accordingly, we cannot make any assurance as to the liquidity of, or trading markets\nfor, the depositary shares.

No Sale of Similar Securities

We have agreed for a period of 30 days from the date of this prospectus supplement, that we will not, subject to certain exceptions, without\nthe prior written consent of the underwriters, directly or indirectly offer, sell, contract to sell, pledge, sell or grant any option, right or warrant to purchase, make any short sale or otherwise dispose of any of our securities that in the\njudgment of the underwriters are substantially similar to the depositary shares or any securities convertible into or exchangeable for any such securities.

Indemnification and Contribution

We have\nagreed to indemnify the several underwriters, their respective controlling persons and any affiliate of any such underwriter that is acting as a selling agent of such underwriter in connection with the distribution of the depositary shares against\ncertain liabilities, including liabilities under the Securities Act of 1933, as amended. If we are unable to provide this indemnification, we will contribute to the payments the underwriters (and their respective affiliates and controlling persons)\nmay be required to make in respect of those liabilities.

Price Stabilization and Short Positions and Penalty Bids

In connection with the offering, the underwriters may purchase and sell shares of our depositary shares in the open market. These transactions\nmay include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. The\nunderwriters must close out any short position by purchasing shares in the open market. A short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our depositary shares in the\nopen market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of the depositary shares made by the underwriters in the open market while the offering\nis in progress.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a\nportion of the underwriting discount received by it because the underwriters have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing\nor retarding a decline in the market price of our depositary shares, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our depositary shares. As a result, the price of our depositary\nshares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time.

Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions\ndescribed above may have on the price of the depositary shares. In addition, neither we nor the underwriters make any representation that the underwriters will engage in such transactions or that such transactions will not be discontinued without\nnotice, once they are commenced.

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Conflicts of Interest

BNY Mellon Capital Markets, LLC, a joint book-running manager of this offering, is an affiliate of ours. Accordingly, the offering of the\ndepositary shares will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority, Inc. Client accounts over which BNY Mellon\nCapital Markets, LLC or any affiliate have investment discretion are not permitted to purchase the depositary shares, either directly or indirectly, without the specific written approval of the accountholder.

Affiliations with Underwriters

The\nunderwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment\nresearch, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment\nbanking services for us in the ordinary course of business, for which they received or will receive customary fees and expenses.

In the\nordinary course of their various business activities, the underwriters and their respective affiliates have made or held, and may in the future make or hold, a broad array of investments, including serving as counterparties to certain derivative and\nhedging arrangements, and have actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their\ncustomers and may have in the past and at any time in the future hold long and short positions in such securities and instruments. Such investment and securities activities may have involved, and in the future may involve, our securities and/or\ninstruments. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their\naffiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the depositary shares offered hereby. Any\nsuch short positions could adversely affect future trading prices of the depositary shares offered hereby. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views\nin respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Our affiliates, including BNY Mellon Capital Markets, LLC, may use this prospectus supplement and the accompanying prospectus in connection\nwith offers and sales of our depositary shares in the secondary market. These affiliates may act as principal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale.

Settlement Cycle

It is expected that\ndelivery of the depositary shares will be made through the facilities of DTC on or about October 28, 2026, which will be the seventh business day following the initial sale of the depositary shares (this settlement cycle being referred to as\n“T+7”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise.\nAccordingly, purchasers who wish to trade the depositary shares prior to the first business day before the delivery of the depositary shares will be required, by virtue of the fact that the depositary shares initially will settle on a T+7 basis, to\nspecify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor.

Selling\nRestrictions

The underwriters intend to offer the depositary shares for sale primarily in the United States either directly or through\naffiliates or other dealers acting as selling agents. The underwriters may also offer the depositary

S-39

\nshares for sale outside the United States either directly or through affiliates or other dealers acting as selling agents.

Australia

No placement document,\nprospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to the offering. This prospectus supplement does not constitute a prospectus, product\ndisclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the\nCorporations Act.

Any offer in Australia of securities may only be made to persons who are (i) “sophisticated investors”\n(within the meaning of section 708(8) of the Corporations Act) or (ii) “professional investors” (within the meaning of section 708(11) of the Corporations Act) (such persons in clause (i) and (ii), “Exempt Investors”),\nor otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the securities without disclosure to investors under Chapter 6D of the Corporations Act.

The securities applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the\ndate of issuance of the depositary shares, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where\nthe offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring the depositary shares must observe such Australian on-sale restrictions.

This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation or\nparticular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate\nto their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Canada

The depositary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as\ndefined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the depositary shares in Canada must be made in accordance with an exemption from, or in a\ntransaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or\nterritories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for\nrescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.

The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for\nparticulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

S-40

European Economic Area

No depositary shares which are the subject of the offering contemplated by this prospectus supplement may be offered, sold or otherwise made\navailable to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For the purposes of this provision:

\n\n\n

(a)	the expression “retail investor” means a person who is one (or more) of the following:\n

\n\n\n\n

(i)

a retail client as defined in point (11) of Article 4(1) of MiFID II; or

\n\n\n\n

(ii)

a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as\na professional client as defined in point (10) of Article 4(1) of MiFID II; or

\n\n\n\n

(iii)

not a qualified investor as defined in the Prospectus Regulation; and

\n\n\n

(b)	the expression “offer” includes the communication in any form and by any means of sufficient\ninformation on the terms of the offer and the depositary shares to be offered so as to enable an investor to decide to purchase or subscribe the depositary shares.

Consequently, no key information document required by the PRIIPs Regulation for offering or selling the depositary shares or otherwise making\nthem available to retail investors in the EEA has been prepared and therefore offering or selling the depositary shares or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This prospectus supplement has been prepared on the basis that any offer of depositary shares in any Member State of the EEA will be made\npursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. This prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

United Kingdom

No depositary shares\nwhich are the subject of the offer contemplated by this prospectus supplement may be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK.\nFor the purposes of this provision:

\n\n\n

(a)	the expression “retail investor” means a person who is either one (or both) of the following:\n

\n\n\n\n

(i)

not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it\nforms part of domestic law by virtue of the EUWA; or

\n\n\n\n

(ii)

not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs; and

\n\n\n

(b)	the expression “offer” includes the communication in any form and by any means of sufficient\ninformation on the terms of the offer and the depositary shares to be offered so as to enable an investor to decide to buy or subscribe for the depositary shares.

Consequently, no disclosure document required by the DISC for offering, selling or distributing the depositary shares or otherwise making them\navailable to retail investors in the UK has been prepared and therefore offering, selling or distributing the depositary shares or otherwise making them available to any retail investor in the UK may be unlawful under the DISC and the Consumer\nComposite Investments (Designated Activities) Regulations 2024.

This prospectus supplement has been prepared on the basis that any offer\nof the depositary shares in the UK will be made pursuant to an exemption under the POATRs from the prohibition on public offers.

This\nprospectus supplement and the accompanying prospectus are only being distributed to and are only directed at (i) persons who are outside the UK or who are “qualified investors” (as defined in the POATRs);\n

S-41

\n(ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005\n(as amended, the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as\n“relevant persons”).

Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to,\nthe general public in the UK. Any depositary shares will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such depositary shares will be engaged in only with, relevant persons. Any person who\nis not a relevant person should not act or rely on this document or any of its contents.

Each underwriter has represented, warranted and\nagreed that:

\n\n\n

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an\ninvitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) received by it in connection with the issue or sale of the\ndepositary shares which are the subject of the offering contemplated by this prospectus supplement and the accompanying prospectus (the “Securities”) in circumstances in which Section 21(1) of the FSMA does not apply to the issuer;\nand

\n\n\n

(b)	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it\nin relation to the Securities in, from or otherwise involving the UK.

Hong Kong

The depositary shares have not been and will not be offered or sold, in the Hong Kong Special Administrative Region of the People’s\nRepublic of China (“Hong Kong”) by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and any\nrules made thereunder, or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the\n“C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O, and no advertisement, invitation or document relating to the depositary shares has been or will be issued or has been or will be in the\npossession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the\nsecurities laws of Hong Kong) other than with respect to the depositary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the SFO and any\nrules made thereunder.

Japan

The\ndepositary shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the depositary shares nor any interest therein may be offered or sold, directly or\nindirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for\nreoffering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange\nAct and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Singapore

This prospectus supplement and the accompanying prospectus have not been and will not be registered as prospectuses with the Monetary Authority\nof Singapore under the Securities and Futures Act 2001 (the “SFA”).

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\nAccordingly, this prospectus supplement, and the accompanying prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of\nthe depositary shares have not been and will not be circulated or distributed, nor have the depositary shares been or will be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to\nany person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to\nand in accordance with the conditions specified in Section 275 of the SFA.

SFA Product Classification—In connection with\nSection 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 (“CMP Regulations 2018”), the Company has determined, and hereby notifies all persons (including all relevant persons (as defined in\nSection 309A(1) of the SFA)), that the depositary shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

South Korea

The depositary shares have\nnot been and will not be registered with the Financial Services Commission of South Korea under the Financial Investment Services and Capital Markets Act and the decrees and regulations thereunder (the “FSCMA”) and the depositary shares\nhave been and will be offered in South Korea as a private placement under the FSCMA. Accordingly, the depositary shares may not be offered, sold or delivered, directly or indirectly, in South Korea or to, or for the account or benefit of, any\nresident of South Korea (as defined in the Foreign Exchange Transactions Law of South Korea and the decrees and regulations thereunder (the “FETL”)) or to others for re-offering or resale, directly\nor indirectly, in South Korea or to any resident of South Korea, except as otherwise permitted by applicable laws and regulations of South Korea, including the FSCMA and the FETL. In addition, for a period of one year from the issue date of the\ndepositary shares, any acquirer of the depositary shares who was solicited to buy the depositary shares in South Korea is prohibited from transferring any of the depositary shares to another person in any way other than as a whole to one transferee.\nFurthermore, the purchaser of the depositary shares shall comply with all applicable regulatory requirements (including, but not limited to, requirements under the FETL) in connection with the purchase of the depositary shares.

Switzerland

The depositary shares may\nnot be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (the “SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the\ndisclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock\nexchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the depositary shares or the offering may be publicly distributed or otherwise made publicly available in\nSwitzerland.

The People’s Republic of China

This prospectus supplement and the accompanying prospectus have not been filed with or approved by the People’s Republic of China (for\nsuch purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan) authorities, and is not an offer of securities (whether a public offering or private placement) within the meaning of the Securities Law or other\npertinent laws and regulations of the People’s Republic of China. This prospectus supplement and the accompanying prospectus shall not be delivered to any party who is not an intended recipient and shall not be distributed to the general\npublic if used within the People’s Republic of China, and the depositary shares so offered herein cannot be sold to anyone that is not a qualified purchaser of the People’s Republic of China. Each underwriter has represented, warranted\nand agreed that the depositary shares are not being offered and sold and may not be offered or sold, directly or indirectly, in the People’s Republic of China, except under circumstances that will result in compliance with applicable laws and\nregulations.

S-43

VALIDITY OF THE SECURITIES

The validity of the Series O Preferred Stock and the depositary shares offered by this prospectus supplement and the accompanying prospectus\nwill be passed upon for us by Sullivan & Cromwell LLP, New York, New York and for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York.

EXPERTS

The consolidated financial statements of The Bank of New York Mellon Corporation and its subsidiaries as of December 31, 2025 and 2024, and\nfor each of the years in the three-year period ended December 31, 2025, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025, have been incorporated by reference herein and\nin the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing.

S-44

PROSPECTUS

\n\n\n $\"LOGO\"$ \n

The Bank of New York Mellon Corporation

$40,000,000,000

Debt\nSecurities

Preferred Stock

Common Stock

Depositary\nShares

Stock Purchase Contracts

Stock Purchase Units

Warrants

The Bank of New York Mellon Corporation, a Delaware corporation (also referred to as “BNY,” the “Company” or\n“we”), may offer and sell from time to time, in one or more series, up to $40,000,000,000, or the equivalent thereof in any other currency, of the securities listed above.

The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “BK.” Unless otherwise indicated in the\napplicable prospectus supplement, the other securities offered hereby will not be listed on a national securities exchange.

This\nprospectus contains a general description of the securities which may be offered. The specific terms of the securities will be contained in one or more supplements to this prospectus. The supplement may also add to, update or change information\ncontained in this prospectus. The prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement describing the method and terms of the applicable offering. You should carefully read this prospectus and the\napplicable prospectus supplement, together with the documents incorporated by reference herein and therein, before making an investment decision.

To read about certain important factors you should consider in making an investment decision, see “Risk \nFactors” on page 5 of this prospectus.

THE SECURITIES WILL BE EQUITY SECURITIES IN OR UNSECURED OBLIGATIONS OF THE\nCOMPANY AND WILL NOT BE SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE DEPOSIT INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.\nTHE DEBT SECURITIES ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BOARD OF\nGOVERNORS OF THE FEDERAL RESERVE SYSTEM NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus and the applicable prospectus supplement may be used in the initial sale of the securities. In addition, the Company, BNY\nMellon Capital Markets, LLC or any other affiliate controlled by the Company may use this prospectus and applicable prospectus supplement in a market-making transaction involving the securities after the initial sale. These transactions may be\nexecuted at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices. The Company and its affiliates may act as principal or agent in these transactions. Unless you are informed otherwise in the\nconfirmation of sale, this prospectus is being used in a market-making transaction.

The date of this prospectus is December 9,\n2024.

TABLE OF CONTENTS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Page

ABOUT THIS PROSPECTUS		1

WHERE YOU CAN FIND MORE INFORMATION		2

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		2

THE COMPANY		4

RISK FACTORS		5

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		5

USE OF PROCEEDS		8

DESCRIPTION OF DEBT SECURITIES		9

DESCRIPTION OF PREFERRED STOCK		23

DESCRIPTION OF DEPOSITARY SHARES		26

DESCRIPTION OF COMMON STOCK		29

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE\nUNITS		33

DESCRIPTION OF WARRANTS		35

BOOK-ENTRY ISSUANCE		36

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)		41

VALIDITY OF SECURITIES		43

EXPERTS		43

WE ARE RESPONSIBLE FOR THE INFORMATION CONTAINED AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY\nACCOMPANYING PROSPECTUS SUPPLEMENT, AND IN ANY FREE WRITING PROSPECTUS THAT WE PREPARE. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY OTHER INFORMATION, AND WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF, ANY\nOTHER INFORMATION THAT OTHERS MAY GIVE YOU. THIS PROSPECTUS, ANY ACCOMPANYING PROSPECTUS SUPPLEMENT AND ANY SUCH FREE WRITING PROSPECTUS MAY BE USED ONLY FOR THE PURPOSES FOR WHICH THEY HAVE BEEN PREPARED. YOU SHOULD NOT ASSUME THAT THE INFORMATION\nCONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE OF THIS PROSPECTUS OR THE DATE OF THE RELEVANT INCORPORATED DOCUMENT, AS APPLICABLE. THE FINANCIAL CONDITION, RESULTS OF OPERATIONS OR BUSINESS\nPROSPECTS OF THE COMPANY MAY HAVE CHANGED SINCE THOSE DATES. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED.

ABOUT THIS PROSPECTUS

This document is called a prospectus. This summary highlights selected information from this prospectus and may not contain all of the\ninformation that is important to you. To understand the terms of the securities, you should carefully read this prospectus and any accompanying prospectus supplement. This prospectus and the prospectus supplement together give the specific terms of\nthe securities being offered. You should also read the documents referred to under the heading “Where You Can Find More Information” for information on The Bank of New York Mellon Corporation (“BNY” or the\n“Company”). The Company has its principal offices at 240 Greenwich Street, New York, New York 10286 (telephone: 212-495-1784). Certain capitalized terms used\nin this summary are defined elsewhere in this prospectus.

The Company has filed a registration statement with the Securities and Exchange\nCommission (the “SEC”) under a “shelf” registration procedure. Under this procedure, the Company may offer and sell from time to time, in one or more series, any one or a combination of the following securities:

\n\n\n\n\n

•

unsecured Debt Securities of the Company,

\n\n\n\n\n

•

shares of Preferred Stock, $0.01 par value per share, of the Company (“Preferred Stock”),\n

\n\n\n\n\n

•

depositary shares representing Preferred Stock,

\n\n\n\n\n

•

shares of Common Stock, $0.01 par value per share, of the Company,

\n\n\n\n\n

•

Stock Purchase Contracts of the Company,

\n\n\n\n\n

•

Stock Purchase Units of the Company, and

\n\n\n\n\n

•

Warrants of the Company.

The securities may be sold for U.S. dollars, foreign-denominated currency or currency units, including the Euro. Amounts payable with respect\nto any such securities may be payable in U.S. dollars or foreign-denominated currency or currency units.

This prospectus provides you\nwith a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities being offered. The prospectus\nsupplement may also add, update or change information contained in this prospectus.

Any of the securities described in this prospectus\nand in a prospectus supplement may be convertible or exchangeable into other securities that are described in this prospectus or will be described in a prospectus supplement or may be issued separately, together or as part of a unit consisting of\ntwo or more securities, which may or may not be separate from one another. These securities may include new or hybrid securities developed in the future that combine features of any of the securities described in this prospectus.

The prospectus supplement may also contain information about certain United States federal income tax considerations relating to the\nsecurities covered by the prospectus supplement.

The Company may sell securities to underwriters who will sell the securities to the\npublic on terms fixed at the time of sale. In addition, the securities may be sold by the Company directly or through dealers or agents designated from time to time, who may be affiliates of the Company. If the Company, directly or through agents,\nsolicits offers to purchase the securities, the Company reserves the sole right to accept and, together with its agents, to reject, in whole or in part, any such offer.

For the securities being sold, the prospectus supplement will also include the names of the underwriters, dealers or agents, if any, their\ncompensation, the terms of offering, and the net proceeds to the Company.

Any underwriters, dealers or agents participating in the offering may be deemed\n“underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

Conflicts of Interest\n

BNY Mellon Capital Markets, LLC, a broker-dealer registered with the Financial Industry Regulatory Authority, Inc.\n(“FINRA”) and a wholly-owned subsidiary of the Company, may participate in offerings of securities made by means of this prospectus. Accordingly, BNY Mellon Capital Markets, LLC has a “conflict of interest” as defined in\nFINRA Rule 5121(f)(5)(B), and any offerings made by means of this prospectus will be conducted in compliance with Rule 5121. In general, under Rule 5121, a Qualified Independent Underwriter will not be necessary for these offerings pursuant to Rule\n5121(a)(1)(C) or Rule 5121(a)(1)(B), as the Company will be offering securities that have been rated investment grade or are in the same series as securities that have been rated investment grade or will be offering its Common Stock, which has\na bona fide public market for purposes of Rule 5121. No underwriter having a Rule 5121 conflict of interest will be permitted under Rule 5121 to confirm sales to any account over which the underwriter exercises discretionary authority without the\nspecific written approval of the accountholder.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC\nare available to the public through the SEC’s Internet site at http://www.sec.gov.

The Company has filed with the SEC a\nregistration statement on Form S-3 relating to the securities covered by this prospectus. This prospectus is a part of the registration statement and does not contain all of the information in the registration\nstatement. Whenever a reference is made in this prospectus to a contract or other document of ours, please be aware that the reference is only a summary and that you should refer to the exhibits that are a part of the registration statement for a\ncopy of the contract or other document. You may review a copy of the registration statement through the SEC’s Internet site.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into\nthis prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports\nincorporated by reference and filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any\ninformation contained in this prospectus or incorporated by reference in this prospectus.

We incorporate by reference into this\nprospectus the following documents or information filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules, except as noted below):

\n\n\n\n\n

•

Our Annual Report on Form\n 10-K for the year ended December 31, 2023, filed on February 28, 2024 (our “Form 10-K”) (including information specifically incorporated\ntherein by reference from our definitive proxy statement on Schedule 14A of our 2024 Annual Meeting of Shareholders, filed on February 29, 2024)\n(SEC File No. 001-35651);

\n\n\n\n\n

•

Our Quarterly Reports on Form 10-Q for the three months ended March 31,\n 2024, filed on May 3, 2024, for the three months ended June 30, 2024, filed on August \n2, 2024 and for the three months ended September 30, 2024, filed on November 1, 2024 (SEC File No. 001-35651);

\n\n\n\n\n

•

Our Current Reports on Form 8-K, dated January 12,\n 2024 (only those portions filed and not furnished), March 4, 2024 (filed on March \n5, 2024), March 14, 2024, March \n26, 2024, April 9, 2024 (filed on

\n\n\n

\nApril 10, 2024), April \n16, 2024 (only those portions filed and not furnished), June 12, 2024 (filed on June \n18, 2024), June 28, 2024, July 12, 2024 (only\nthose portions filed and not furnished), July \n22, 2024, October \n11, 2024 (only those portions filed and not furnished), November \n20, 2024 and December 5, 2024 (SEC File No. 001-35651);\n

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The description of The Bank of New York Mellon Corporation common stock contained in the joint proxy statement\nprospectus included in the Registration Statement of The Bank of New York Mellon Corporation on Form S-4 (File No. 333-140863) as filed with the SEC on February 23, 2007, and amended by Amendment No. 1 on\nApril 2, 2007 and Amendment No. 2 on April 17, 2007, as that description may be updated from time to time; and

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Any documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), on or after the date of this prospectus and before the termination of the offering of the securities.

You may request a free copy of any or all of these filings by writing, emailing or telephoning us at the following address:

The Bank of New York Mellon Corporation

240 Greenwich Street

New York,\nNew York 10286

Attention: Office of the Secretary

Email: CorporateSecretary@bny.com

Telephone: (212) 495-1784

THE COMPANY

The Bank of New York Mellon Corporation, a Delaware corporation (NYSE symbol: BK), is a global financial services company that manages and\nservices assets for financial institutions, corporations and individual investors in 35 countries. BNY has three business segments, Securities Services, Market and Wealth Services and Investment and Wealth Management, which offer a comprehensive set\nof capabilities and deep expertise across the investment lifecycle, enabling the Company to provide solutions to buy-side and sell-side market participants, as well as leading institutional and wealth\nmanagement clients globally. As of September 30, 2024, BNY had $52.1 trillion in assets under custody and/or administration, and $2.1 trillion in assets under management. “BNY” is the corporate brand of The Bank of New\nYork Mellon Corporation.

The Company is a bank holding company and a financial holding company registered with the Board of Governors of\nthe Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended. As such, we and our subsidiaries are subject to the supervision, examination and reporting requirements of the Bank Holding\nCompany Act and the regulations of the Federal Reserve Board.

Our principal executive office is located at 240 Greenwich Street, New\nYork, New York 10286, telephone number: (212) 495-1784. Our website is http://www.bnymellon.com. Information on our website does not constitute part of, and is not incorporated by reference into, this\nprospectus or any prospectus supplement.

Unless the context requires otherwise (for example, in the descriptions of securities), when we\nrefer to “we”, “our” or “us” in this prospectus we mean BNY and its consolidated subsidiaries.

RISK FACTORS

Before you invest in any of our securities, in addition to the other information in this prospectus, you should carefully consider the risk\nfactors relating to our business contained in Part I, Item 1A of our Form 10-K and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk\nFactors” section of our 2023 Annual Report to Shareholders filed as an exhibit to our Form 10-K. Our Form 10-K and certain portions of the 2023 Annual Report to\nShareholders are incorporated by reference into this prospectus. See “Where You Can Find More Information” for an explanation of how to get a copy of our Form 10-K and the 2023 Annual Report to\nShareholders. Additional risks related to our securities may also be described in a prospectus supplement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain statements relating to future results of BNY that are considered\n“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “forecast,” “project,” “anticipate,” “likely,”\n“target,” “expect,” “intend,” “continue,” “seek,” “believe,” “plan,” “goal,” “could,” “should,” “would,”\n“may,” “might,” “will,” “strategy,” “synergies,” “opportunities,” “trends,” “ambition,” “aspiration,” “objective,”\n“momentum”, “aim,” “future,” “potentially,” “outlook” and words of similar meaning may signify forward-looking statements in this prospectus and the documents incorporated by reference\nherein.

These statements include all statements about the usefulness of Non-GAAP measures, the\nfuture results of BNY, our businesses, financial, liquidity and capital condition, results of operations, liquidity, risk and capital management and processes, goals, strategies, outlook, objectives, expectations (including those regarding our\nperformance results, expenses, nonperforming assets, products, impacts of currency fluctuations, impacts of securities portfolio repositioning, deposits, impacts of trends on our businesses, regulatory, technology, market, economic or accounting\ndevelopments and the impacts of such developments on our businesses, legal proceedings and other contingencies), human capital management (including related ambitions, objectives, aims and goals), effective tax rate, net interest income, estimates\n(including those regarding expenses, losses inherent in our credit portfolios and capital ratios), intentions (including those regarding our capital returns and expenses, including our investments in technology and pension expense), targets,\nopportunities, potential actions, acquisition and related integration activity, growth and initiatives.

These forward-looking statements,\nand other forward-looking statements contained in other public disclosures of BNY (including those incorporated by reference in this prospectus), are not guarantees of future results or occurrences, are inherently uncertain and are based upon\nbeliefs and expectations of future events at the time in which such statements are made, many of which are, by their nature, difficult to predict, outside of our control and subject to change. By identifying these statements in this manner, we are\nalerting investors to the possibility that our actual results may differ, possibly materially, from the anticipated results expressed or implied in these forward-looking statements as a result of a number of important factors (some of which are\nbeyond BNY’s control), including those factors described in “Risk Factors” in Part I, Item 1A of our Form 10-K and the “Management’s Discussion and Analysis of\nFinancial Condition and Results of Operations—Risk Factors” section of our 2023 Annual Report to Shareholders filed as an exhibit to our Form 10-K, which is incorporated by reference in this\nprospectus. Actual results may differ materially from those expressed or implied as a result of a number of factors, such as:

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errors or delays in our operational and transaction processing, or those of third parties, may materially\nadversely affect our business, financial condition, results of operations and reputation;

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our risk management framework, models and processes may not be effective in identifying or mitigating risk and\nreducing the potential for losses and any inadequacy or lapse in our risk management framework, models and processes could expose us to unexpected losses that could materially adversely affect our results of operations or financial condition;\n

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a communications or technology disruption or failure within our infrastructure or the infrastructure of third\nparties that results in a loss of information, delays our ability to access information or impacts our ability to provide services to our clients may materially adversely affect our business, financial condition and results of operations;\n

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a cybersecurity incident, or a failure in our computer systems, networks and information, or those of third\nparties, could result in the theft, loss, disclosure, use or alteration of information, unauthorized access to or loss of information, or system or network failures. Any such incident or failure could adversely impact our ability to conduct our\nbusinesses, damage our reputation and cause losses;

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extensive government rulemaking, policies, regulation and supervision that impact our operations. Changes to and\nintroduction of new rules and regulations have compelled, and in the future may compel, us to change how we manage our businesses, which could have a material adverse effect on our business, financial condition and results of operations;\n

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regulatory or enforcement actions or litigation could materially adversely affect our results of operations or\nharm our businesses or reputation;

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our business may be adversely affected if we are unable to attract, retain, develop and motivate employees;\n

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a failure or circumvention of our controls, policies and procedures could have a material adverse effect on our\nbusiness, financial condition, results of operations and reputation;

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weakness and volatility in financial markets and the economy generally may materially adversely affect our\nbusiness, financial condition and results of operations;

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we are dependent on fee-based business for a substantial majority of our\nrevenue and our fee-based revenues could be adversely affected by slowing market activity, weak financial markets, underperformance and/or negative trends in savings rates or in investment preferences;\n

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levels of and changes in interest rates have impacted, and will in the future continue to impact our\nprofitability and capital levels, at times adversely;

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we have experienced, and may continue to experience, unrealized or realized losses on securities related to\nvolatile and illiquid market conditions, reducing our capital levels and/or earnings;

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reform of interest rate benchmarks and the use of alternative reference rates by us and our clients could\nadversely affect our business, financial condition and results of operations;

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failure or perceived weakness of any of our significant clients or counterparties, many of whom are major\nfinancial institutions or sovereign entities, and our assumption of credit, counterparty and concentration risk, could expose us to credit losses and adversely affect our business;

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we could incur losses if our allowance for credit losses, including loan and lending-related commitment reserves,\nis inadequate or if our expectations of future economic conditions deteriorate;

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our business, financial condition and results of operations could be adversely affected if we do not effectively\nmanage our liquidity;

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failure to satisfy regulatory standards, including “well capitalized” and “well managed”\nstatus or capital adequacy and liquidity rules more generally, could result in limitations on our activities and adversely affect our business and financial condition;

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the Company is a non-operating holding company, and as a result, is\ndependent on dividends from its subsidiaries and extensions of credit from its intermediate holding company to meet its obligations, including with respect to its securities, and to provide funds for share repurchases, payment of income taxes and\npayment of dividends to its stockholders;

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our ability to return capital to shareholders is subject to the discretion of our board of directors (the\n“Board”) and may be limited by U.S. banking laws and regulations, including those governing capital and capital planning, applicable provisions of Delaware law and our failure to pay full and timely dividends on our preferred stock;\n

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any material reduction in our credit ratings or the credit ratings of our principal bank subsidiaries, The Bank\nof New York Mellon, BNY Mellon, N.A. or The Bank of New York Mellon SA/NV, could increase the cost of funding and borrowing to us and our rated subsidiaries and have a material adverse effect on our business, financial condition and results of\noperations and on the value of the securities we issue;

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the application of our Title I preferred resolution strategy or resolution under the Title II orderly liquidation\nauthority could adversely affect the Company’s liquidity and financial condition and the Company’s security holders;

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new lines of business, new products and services or transformational or strategic project initiatives subject us\nto new or additional risks, and the failure to implement these initiatives could affect our results of operations;

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we are subject to competition in all aspects of our business, which could negatively affect our ability to\nmaintain or increase our profitability;

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our strategic transactions present risks and uncertainties and could have an adverse effect on our business,\nfinancial condition and results of operations;

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our businesses may be negatively affected by adverse events, publicity, government scrutiny or other reputational\nharm;

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ESG concerns, including climate change, could adversely affect our business, affect client activity levels,\nsubject us to additional regulatory requirements and damage our reputation;

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impacts from geopolitical events, acts of terrorism, natural disasters, the physical effects of climate change,\npandemics and other similar events may have a negative impact on our business and operations;

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tax law changes or challenges to our tax positions with respect to historical transactions may adversely affect\nour net income, effective tax rate and our overall results of operations and financial condition; and,

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changes in accounting standards governing the preparation of our financial statements and future events could\nhave a material impact on our reported financial condition, results of operations, cash flows and other financial data.

Investors should not place undue reliance on any forward-looking statement and should consider all risk factors discussed in our 2023 Annual\nReport to Shareholders and any subsequent reports filed with the SEC by BNY pursuant to the Exchange Act. All forward-looking statements speak only as of the date on which such statements are made, and BNY undertakes no obligation to update any\nstatement to reflect events or circumstances after the date on which such forward-looking statement is made or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

Except as may be set forth in a prospectus supplement, the Company will use the net proceeds from the sale of the securities offered hereby\nfor general corporate purposes, including refinancing of existing debt; common stock repurchases and other capital distributions, such as common and preferred stock dividends; the redemption of preferred stock; investments in, or extensions of\ncredit to, our bank subsidiaries and, to a lesser extent, other existing or future subsidiaries. Pending such use, the net proceeds may be temporarily invested in short-term obligations. The precise amounts and timing of the application of proceeds\nused for general corporate purposes will depend upon funding requirements of the Company and its subsidiaries and the availability of other funds. The Company expects, on a recurring basis, to engage in additional financing of a character and amount\nto be determined as the need arises.

The Company will not receive any proceeds from the sale of any securities in connection with\nmarket-making transactions by BNY Mellon Capital Markets, LLC or any other affiliate of the Company.

DESCRIPTION OF DEBT SECURITIES

Summary

The following description of the\nterms of the Senior Debt Securities and the Senior Subordinated Debt Securities to be issued by the Company (sometimes referred to as the “Debt Securities” in this “Description of Debt Securities”) sets forth certain general\nterms and provisions. The particular terms of Debt Securities of any series will be contained in a prospectus supplement. The prospectus supplement will describe the following terms of the Debt Securities:

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the title of the series of Debt Securities;

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whether the Debt Securities of the series are Senior Debt Securities or Senior Subordinated Debt Securities;\n

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any limit on the aggregate principal amount of the Debt Securities of the series;

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the price (expressed as a percentage of the aggregate principal amount thereof) at which Debt Securities of the\nseries will be issued;

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the Person to whom any interest on a Debt Security of the series will be payable, if other than the Person in\nwhose name that Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

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the date or dates on which the principal of the Debt Securities of the series will be payable;\n

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the rate or rates per annum at which the Debt Securities of the series will bear interest, if any (or the formula\npursuant to which such rate or rates will be determined);

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the date or dates from which any such interest will accrue and the dates on which such payment of any such\ninterest will be payable and the Regular Record Dates for such interest payment dates;

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if Debt Securities of the series are sold bearing no interest or below market interest, known as original issue\ndiscount securities, the amount payable upon acceleration and special tax, accounting and other considerations;

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the place or places where the principal of (and premium, if any, on) and interest, if any, on the Debt Securities\nof the series will be payable and the manner in which any payment may be made, if other than in accordance with the applicable procedures of the applicable depositary for Debt Securities issued in global form;

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the period or periods within which, the price or prices at which, and the terms and conditions upon which, Debt\nSecurities of the series may be redeemed, in whole or in part, at the option of the Company;

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the obligation, if any, of the Company to redeem, repay or purchase Debt Securities of the series pursuant to any\nsinking fund or analogous provision or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, such Debt Securities will be redeemed, repaid or purchased, in\nwhole or in part, pursuant to such obligation;

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the denominations in which the Debt Securities of the series will be issuable, if other than denominations of\n$1,000 and any integral multiple thereof;

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the currency, currencies, composite currency, composite currencies or currency units in which payment of\nprincipal of (or premium, if any, on) or interest, if any, on Debt Securities of the series will be payable, if other than the currency of the United States of America, and the manner of determining the equivalent thereof in the currency of the\nUnited States of America for any purpose;

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if the principal of (or premium, if any, on) or interest, if any, on Debt Securities of the series is to be\npayable, at the election of the Company or a holder thereof, in one or more currencies, composite currencies or currency units other than that or those in which such series of Debt Securities are stated to\n

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\nbe payable, the currency, currencies, composite currency, composite currencies or currency units in which payment of the principal of (or premium, if any, on) or interest, if any, on such Debt\nSecurities as to which such election is made will be payable, and the period or periods within which, and the terms and conditions upon which, such election is to be made and the amount so payable (or the manner in which such amount shall be\ndetermined);

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the index, formula or other method, if any, with reference to which the amount of any payment of principal of (or\npremium, if any, on) or interest, if any, on Debt Securities of the series will be determined;

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if the principal amount payable at the Stated Maturity of the Debt Securities of the series will not be\ndeterminable as of any one or more dates prior to the Stated Maturity, the amount which will be deemed to be the principal amount of such Debt Securities as of any such date for any purpose, including the principal amount which will be due and\npayable upon any Maturity other than the Stated Maturity or which will be deemed to be outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount will be\ndetermined);

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the portion of the principal amount of the Debt Securities of the series that will be payable upon declaration of\nacceleration of the maturity thereof, if other than the entire principal amount thereof;

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the terms, if any, relating to the issuance, payment or conversion of any Debt Securities of the series that may\nbe converted into securities or other property other than Debt Securities of the same series and of like tenor, whether in addition to, or in lieu of, any payment of principal or other amount and whether at the option of the Company or otherwise;\n

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any addition to, elimination of or other change in the Events of Default or, in the case of Senior Subordinated\nDebt Securities, Defaults, that apply to the Debt Securities of the series and any change in the rights of the trustee or the required holders of Debt Securities to declare the principal thereof due and payable;

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whether either or both of the provisions of the Applicable Indenture (as defined below) described under\n“—Legal Defeasance and Covenant Defeasance” will be applicable to the Debt Securities of the series;

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if Debt Securities are sold for one or more foreign currencies, composite currencies, or currency units, or\nprincipal, interest or premium are payable in one or more foreign currencies, composite currencies, or currency units, the restrictions, elections, tax consequences and other information regarding the issue and one or more foreign currencies,\ncomposite currencies, or currency units;

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if the Debt Securities are Senior Subordinated Debt Securities, whether the subordination provisions summarized\nbelow or other subordination provisions will be applicable to such Senior Subordinated Debt Securities;

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any change in the actions permitted or required to be taken by or on behalf of the holders of the Debt Securities\nof the series, including any such change that permits or requires any or all such actions to be taken by or on behalf of the holders of any specific Debt Securities of the series rather than or in addition to the holders of all Debt Securities of\nthe series;

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the remarketing or extension features, if any, of the Debt Securities of the series;

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any addition to, elimination of or other change in the covenants that apply to the Debt Securities of the series\nor, in the case of Senior Debt Securities, in the definition of “Covenant Breach”; and

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any other material terms of the Debt Securities of the series.

The terms of any Debt Security of a series may differ from the terms of other Debt Securities of the same series. The matters referenced above\nmay be established and set forth or determined as described with respect to all or any specific Debt Securities of a series (in each case to the extent permitted by the Trust Indenture Act of 1939, as amended (the “Trust Indenture\nAct”)).

Unless otherwise stated in a prospectus supplement, the Debt Securities of each series will\nbe represented by fully registered global certificates issued as global Debt Securities to be deposited with a depositary with respect to that series, instead of paper certificates issued to each individual owner. The depositary arrangements that\nwill apply, including the manner in which principal of (and premium, if any, on) and interest, if any, on the Debt Securities of any series and other payments will be payable are discussed in more detail under the heading “Book-Entry\nIssuance.”

The Senior Debt Securities may be issued in one or more series under the Senior Debt Indenture, dated as of\nFebruary 9, 2016, between BNY and Deutsche Bank Trust Company Americas, as Trustee, as supplemented by the First Supplemental Senior Debt Indenture, dated as of January 30, 2017, as further supplemented from time to time (the “Senior\nIndenture”). The Senior Subordinated Debt Securities may be issued in one or more series under the Senior Subordinated Debt Indenture, dated as of February 9, 2016, between BNY and Wilmington Trust, National Association, as Trustee, as\nsupplemented by the First Supplemental Senior Subordinated Debt Indenture, dated as of January 30, 2017, as further supplemented from time to time (the “Senior Subordinated Indenture”).

The Bank of New York Mellon, our affiliate, has been appointed as, and will act as, paying agent, authenticating agent and security registrar\nunder each of the Senior Indenture and the Senior Subordinated Indenture, unless otherwise stated in a prospectus supplement.

The Senior\nIndenture and the Senior Subordinated Indenture are sometimes referred to collectively as the “Indentures.” The Indentures are qualified under the Trust Indenture Act. The Debt Securities of each series will be established under the\napplicable Indenture pursuant to a supplemental indenture, resolution of the Board or a committee thereof or officers’ certificate. The Trustee on the applicable Indenture is referred to as the “Trustee.”

The Indentures do not limit the aggregate principal amount of the Debt Securities or of any particular series of Debt Securities that may be\nissued thereunder and provide that Debt Securities may be issued from time to time in series. In addition, a series of Debt Securities may be reopened in order to issue additional Debt Securities of that series in the future without the consent of\nthe holders of Debt Securities of that series.

The following summaries of certain provisions of the Senior Debt Securities, the Senior\nSubordinated Debt Securities and the Indentures are not complete. For a complete description of these Debt Securities you should read the Indenture applicable to a particular series of Debt Securities (the “Applicable Indenture”),\nincluding the definitions therein of certain terms. Each Indenture is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and the following summaries do not purport to be complete and are\nqualified in their entirety by reference to the Indentures.

Debt Securities Issued by the Company under the Senior Indenture or the Senior\nSubordinated Indenture

Wherever we refer to particular sections, articles or defined terms of the Applicable Indenture we are\nincorporating those sections, articles or defined terms into this prospectus by reference. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Applicable Indenture.

General

The Senior Debt Securities\nissued by the Company will be unsecured obligations of the Company and will rank equally with all other unsecured and unsubordinated indebtedness of the Company. As of September 30, 2024, indebtedness of the Company that would have ranked\nequally with the Senior Debt Securities totaled approximately $30.1 billion. As of September 30, 2024, no indebtedness of the Company would have ranked senior to the Senior Debt Securities. The Senior Subordinated Debt Securities issued by\nthe Company will be unsecured subordinated obligations of the Company.

Because the Company is a holding company, its rights and the rights of its creditors,\nincluding the holders of the Debt Securities, to a share of the assets of any subsidiary upon the liquidation or recapitalization of the subsidiary will be subject to the prior claims of the subsidiary’s creditors (including, in the case of\nbank subsidiaries, their depositors), except to the extent that the Company may itself be a creditor with recognized claims against the subsidiary. Accordingly, the Debt Securities will be effectively subordinated to all existing and future\nliabilities of the Company’s subsidiaries, and holders of Debt Securities should look only to the assets of the Company for payments on the Debt Securities.

Unless otherwise provided in a prospectus supplement:

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principal of (and premium, if any, on) and interest, if any, on the Debt Securities issued by the Company will be\npayable, and the Debt Securities will be exchangeable and transfers thereof will be registerable, at the office or agency of the Company maintained for such purpose (which, as of the date of this prospectus, will be the office or agency of The Bank\nof New York Mellon in the Borough of Manhattan, The City of New York), except that, at the option of the Company, interest may be paid (i) by mailing a check to the address of the Person entitled thereto as it appears in the security register\nor (ii) by wire transfer in immediately available funds at the place and to the account as the Person entitled thereto may designate, as specified in the security register in writing not less than ten business days before the interest payment\ndate, and provided that payment on Debt Securities issued as global Debt Securities may be made pursuant to the applicable depositary’s applicable procedures (Sections 202, 305 and 1002);

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the Debt Securities of each series will be issued only in registered form without coupons and in denominations of\n$1,000 and integral multiples thereof (Section 302); and

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we will not pay any additional amounts on the notes to compensate any holder or beneficial owner for any United\nStates tax withheld from payments of principal or interest on the Debt Securities. (Section 1001)

No service charge\nwill be made for any registration of transfer or exchange of the Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. (Section 305)

Debt Securities may be issued with original issue discount if they are sold at a substantial discount below their principal amount. Special\nfederal income tax, accounting and other considerations applicable thereto will be described in the prospectus or pricing supplement relating thereto. (Section 101)

If any index or formula is used to determine the amount of payments of principal of, premium, if any, or interest on any series of Debt\nSecurities, special United States federal income tax, accounting and other considerations applicable thereto will be described in the prospectus or pricing supplement relating thereto.

If the Debt Securities are denominated in whole or in part in any currency, currencies, composite currency, composite currencies or currency\nunits other than the currency of the United States of America, if the principal of (or premium, if any, on) or interest, if any, on the Debt Securities are to be payable at the election of the Company or a holder thereof, in any currency,\ncurrencies, composite currency, composite currencies or currency units other than that in which such Debt Securities are to be payable, or if any index is used to determine the amount of payments of principal of (or premium, if any, on) or interest,\nif any, on the Debt Securities of any series, special federal income tax, accounting and other considerations applicable thereto will be described in the prospectus or pricing supplement relating thereto.

The Indentures do not contain any provisions that would provide protection to holders of the Debt Securities against a sudden and dramatic\ndecline in credit quality of the Company resulting from any highly leveraged transaction, takeover, merger, recapitalization or similar restructuring or change in control.

The Indentures allow us to merge or consolidate with another company, or to sell all or\nsubstantially all of our assets to another company, provided that certain conditions are satisfied. If these events occur, the other company will be required to assume our responsibilities relating to the Debt Securities, and we will be released\nfrom all liabilities and obligations. See “—Consolidation, Merger and Sale of Assets” for a more detailed discussion.

The Indentures provide that holders of a majority of the total principal amount of outstanding Debt Securities of any series may vote to\nchange certain of our obligations or certain of your rights concerning the Debt Securities of that series. However, to change the amount or timing of principal, interest or other payments under the Debt Securities, every holder in the series must\nconsent. See “—Modification of the Indentures” for a more detailed discussion.

Subordination of Senior Subordinated Debt Securities\n

The payment of the principal of (and premium, if any, on) and interest, if any, on the Senior Subordinated Debt Securities will, to\nthe extent set forth in the Senior Subordinated Indenture, be subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as defined in the Senior Subordinated Indenture). Upon any payment or distribution of assets to\ncreditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency or similar proceedings of the Company, the holders of all Senior Indebtedness will\nfirst be entitled to receive payment in full of all amounts due or to become due thereon before the holders of the Senior Subordinated Debt Securities will be entitled to receive any payment in respect of the principal of (or premium, if any, on) or\ninterest, if any, on the Senior Subordinated Debt Securities. In the event of the acceleration of the maturity of any Senior Subordinated Debt Securities, the holders of all Senior Indebtedness will first be entitled to receive payment in full of\nall amounts due thereon before the holders of the Senior Subordinated Debt Securities will be entitled to receive any payment upon the principal of (or premium, if any, on) or interest, if any, on the Senior Subordinated Debt Securities. No payments\non account of principal of (or premium, if any, on) or interest, if any, on the Senior Subordinated Debt Securities or on account of the purchase or acquisition of Senior Subordinated Debt Securities may be made if there shall have occurred and be\ncontinuing either a default in any payment with respect to Senior Indebtedness or any event of default permitting the holders of any Senior Indebtedness to declare such Senior Indebtedness due and payable prior to the date on which such Senior\nIndebtedness would otherwise have become due and payable, or if any judicial proceeding shall be pending with respect to any such default. However, none of the foregoing will prevent the satisfaction of any sinking fund payment with respect to\ncertain Securities, as described in the Senior Subordinated Indenture, which have been acquired prior to such default. (Article Thirteen of the Senior Subordinated Indenture)

By reason of such subordination in favor of the holders of Senior Indebtedness, in the event of insolvency, creditors of the Company who are\nnot holders of Senior Indebtedness or of the Senior Subordinated Debt Securities may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the holders of the Senior Subordinated Debt Securities.

Unless otherwise specified in the prospectus supplement relating to Senior Subordinated Debt Securities of a particular series offered\nthereby, Senior Indebtedness is defined in the Senior Subordinated Indenture as (a) all indebtedness and obligations of, or guaranteed or assumed by, the Company that are for borrowed money, or are evidenced by bonds, debentures, notes or other\nsimilar instruments, or are deferred obligations for the payment of the purchase price of property or assets, in each case, whether outstanding on the date of the Senior Subordinated Indenture or thereafter created, incurred, assumed or guaranteed,\n(b) obligations of the Company that are similar to those in clause (a) above and arise from off-balance sheet guarantees and direct credit substitutes, in each case, whether outstanding on the date\nof the Senior Subordinated Indenture or thereafter created, incurred, assumed or guaranteed, and (c) all obligations of the Company associated with derivative products such as interest rate and foreign exchange contracts, commodity contracts\nand similar arrangements, in each case, whether outstanding on the date of the Senior Subordinated Indenture or thereafter created, incurred, assumed or guaranteed, and, in the

\ncase of each of clauses (a), (b) and (c) above, all amendments, renewals, extensions, modifications and refunding of such indebtedness and obligations. However, in each case Senior\nIndebtedness shall not include (i) the Senior Subordinated Debt Securities, (ii) the Existing Senior Subordinated Indebtedness (as defined in the Senior Subordinated Indenture), (iii) the Existing Junior Subordinated Indebtedness (as\ndefined in the Senior Subordinated Indenture) and (iv) such other indebtedness of the Company as is by its terms expressly stated (A) not to be senior in right of payment to, or (B) to rank pari passu with, or (C) to rank\njunior in right of payment to, the Securities or the other securities referred to in clause (ii). (Section 101 of the Senior Subordinated Indenture)

The Company’s obligations under the Senior Subordinated Debt Securities shall rank equally in right of payment with each other.

As of September 30, 2024, indebtedness of the Company that would have been senior to the Senior Subordinated Debt Securities totaled\napproximately $30.1 billion.

A Senior Subordinated Indenture does not limit or prohibit the incurrence of additional Senior\nIndebtedness, which may include indebtedness that is senior to the Senior Subordinated Debt Securities but subordinate to other obligations of the Company. When issued, the Senior Debt Securities will constitute Senior Indebtedness.

In addition, the Senior Subordinated Debt Securities may be fully subordinate to interests held by the U.S. government in the event we enter\ninto a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank\nAct”).

The prospectus supplement may further describe the provisions, if any, applicable to the subordination of the Senior\nSubordinated Debt Securities of a particular series.

Conversion or Exchange

If and to the extent indicated in the applicable prospectus supplement, the Debt Securities of any series may be convertible or exchangeable\ninto securities or other property other than Debt Securities of the same series. The provisions necessary to permit or facilitate the issuance, payment or conversion of such Debt Securities of any series will be set forth in the applicable\nprospectus supplement. Such terms may include provisions for conversion or exchange, either mandatory, at the option of the holder, or at the option of the Company, in which case the number or principal amount of such other securities to be received\nby the holders of Debt Securities would be calculated as of a time and in the manner stated in the applicable prospectus supplement.

Legal Defeasance\nand Covenant Defeasance

If the Debt Securities of a series may be subject to legal defeasance or covenant defeasance or either type of\ndefeasance under the Applicable Indenture, the prospectus supplement relating to that series will so indicate.

If applicable to the Debt\nSecurities of a series, “legal defeasance” means that the Company elects to defease and be discharged from any and all obligations with respect to such Debt Securities (including, in the case of Senior Subordinated Debt Securities, the\nprovisions described under “—Subordination of Senior Subordinated Debt Securities”), except for the obligations to register the transfer or exchange of such Debt Securities, to replace temporary or mutilated, destroyed, lost or\nstolen Debt Securities, to maintain an office or agency in respect of the Debt Securities and to hold moneys for payment in trust.

If\napplicable to any Senior Debt Securities, “covenant defeasance” means that the Company elects to be released from its obligations with respect to such Senior Debt Securities under Section 1005 of the Senior Indenture (and any\ncovenants provided pursuant to Section 301(xviii), 901(2) or 901(7) of the Senior Indenture

\nfor the benefit of the holders of such Senior Debt Securities) and the consequences of the occurrence of a Covenant Breach (with respect to Section 1005 of the Senior Indenture and any\ncovenants provided pursuant to Section 301(xviii), 901(2) or 901(7) of the Senior Indenture), and, if applicable, any Event of Default specified pursuant to Section 501(7) of the Senior Indenture.

If applicable to Senior Subordinated Debt Securities, “covenant defeasance” means that the Company elects to be released from its\nobligations with respect to such Senior Subordinated Debt Securities under any covenants provided pursuant to Section 301(xviii), 901(2) or 901(7) of the Senior Subordinated Indenture for the benefit of the holders of such Senior Subordinated\nDebt Securities, the occurrence of an event specified in Section 503(c) of the Senior Subordinated Indenture (with respect to any covenants provided pursuant to Section 301(xviii), 901(2) or 901(7) of the Senior Subordinated Indenture),\nand, if applicable, pursuant to Section 501(3) of the Senior Subordinated Indenture will not result in a Default, and the provisions described under “—Subordination of Senior Subordinated Debt Securities” will cease to apply.\n

Legal defeasance or covenant defeasance, as applicable, will only occur upon the deposit with the applicable Trustee (or other qualifying\ntrustee), in trust for such purpose, of (A) money in an amount, (B) U.S. Government Obligations that, through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount, (C) other\nobligations or arrangements as may be specified in the applicable prospectus supplement with respect to the such Debt Securities, or (D) a combination thereof, in each case, in the opinion of a nationally recognized firm of independent public\naccountants expressed in a written certification thereof delivered to the applicable Trustee, to pay and discharge (i) the principal of (and premium, if any, on) and interest, if any, on such Debt Securities to maturity or redemption, as the\ncase may be, and (ii) any mandatory sinking fund payments or analogous payments applicable to such Debt Securities on the due dates thereof. Before such a deposit the Company may make arrangements satisfactory to the Trustee for the redemption\nof Securities at a future date or dates. As a condition to legal defeasance or covenant defeasance, the Company must deliver to the applicable Trustee an Opinion of Counsel (as specified in the Applicable Indenture) to the effect that the holders of\nsuch Debt Securities will not recognize gain or loss for federal income tax purposes as a result of such legal defeasance or covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times\nas would have been the case if such legal defeasance or covenant defeasance had not occurred. In the case of legal defeasance, such opinion must refer to and be based upon a ruling of the Internal Revenue Service issued to the Company or published\nas a revenue ruling or upon a change in applicable federal income tax law, in any such case after the date of the Applicable Indenture.

The Company may exercise its legal defeasance option with respect to such Debt Securities notwithstanding its prior exercise of its covenant\ndefeasance option. If the Company exercises its legal defeasance option, payment of such Debt Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, there will not be a Covenant\nBreach or any Event of Default under the Senior Debt Securities and there will not be a Default under the Senior Subordinated Debt Securities with respect to the covenants or events noted in the description of covenant defeasance. (Article 13 of the\nSenior Indenture and Article 14 of the Senior Subordinated Indenture)

A prospectus supplement may further describe the provisions, if\nany, applicable to legal defeasance or covenant defeasance with respect to the Debt Securities of a particular series.

Limitation on Disposition of\nStock of the Bank

The Senior Indenture contains a covenant by the Company that, so long as any of the Senior Debt Securities are\noutstanding, but subject to the rights of the Company in connection with its consolidation with or merger into another Person or a sale of the Company’s assets, neither the Company nor any Intermediate Subsidiary will sell, assign, transfer,\ngrant a security interest in or otherwise dispose of any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Bank (except to the Company or an Intermediate Subsidiary)\nnor will the Company or any Intermediate Subsidiary permit the Bank

\nto issue any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Bank, unless (a) any such sale, assignment,\ntransfer, grant of a security interest or other disposition is made for fair market value, as determined by the Board or any Intermediate Subsidiary, as the case may be, and evidenced by a duly adopted resolution thereof and (b) the Company and\nany one or more Intermediate Subsidiaries will collectively own at least 80% of the issued and outstanding Voting Stock of the Bank (or any successor to the Bank) free and clear of any security interest after giving effect to such transaction. The\nforegoing, however, will not preclude the Bank from being consolidated with or merged into another banking corporation organized under the laws of the United States, any State thereof or the District of Columbia, if after such merger or\nconsolidation the Company (or any successor thereto in a permissible merger) and any one or more Intermediate Subsidiaries own at least 80% of the Voting Stock of the resulting bank and immediately after giving effect thereto no Event of Default or\nCovenant Breach and no event which would become an Event of Default or Covenant Breach shall have occurred and be continuing. The Company further covenants that it will not permit any Intermediate Subsidiary that owns any shares of, or securities\nconvertible into, or options, warrants or rights to subscribe for or purchase shares of, Voting Stock of the Bank to cease to be an Intermediate Subsidiary. “Intermediate Subsidiary” means a subsidiary (i) that is organized under\nthe laws of the United States, any State thereof or the District of Columbia and (ii) of which all the shares of each class of capital stock issued and outstanding, and all securities convertible into, and options, warrants and rights to\nsubscribe for or purchase shares of, such capital stock, are owned directly or indirectly by the Company, free and clear of any security interest. (Section 1005 of the Senior Indenture) “Voting Stock” means stock of the class or classes\nhaving a general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time stock of any other class or classes shall have or\nmight have voting power by reason of the happening of any contingency). (Section 101 of the Senior Indenture)

Defaults

Solely for the purposes of this section “—Defaults” and solely with respect to the Senior Debt Securities, the term\n“series” refers to Senior Debt Securities having identical terms, except as to issue date, principal amount and, if applicable, the date from which interest begins to accrue.

The Senior Indenture

The Senior Indenture defines an Event of Default with respect to any series of Senior Debt Securities as any one of the following events:

\n\n\n\n\n

•

default for 30 days in payment of interest on any Senior Debt Security of that series;

\n\n\n\n\n

•

default for 30 days in payment of principal of (or premium, if any, on) any Senior Debt Security of that series\nat Maturity;

\n\n\n\n\n

•

certain events of bankruptcy, insolvency or reorganization of the Company; and

\n\n\n\n\n

•

any other Event of Default provided with respect to Senior Debt Securities of that series. (Section 501)\n

If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization of the Company) occurs\nwith respect to the Senior Debt Securities of any series, the Trustee or holders of not less than 25% of the outstanding principal amount of that series may declare the principal amount of all Senior Debt Securities of that series (or in the case of\nany Senior Debt Security of that series which specifies an amount to be due and payable thereon upon acceleration of its maturity, such amount as may be specified by the terms of such Senior Debt Security) immediately payable. However, upon certain\nconditions such declaration may be annulled, and past defaults (except, unless theretofore cured, a default in payment of principal of (or premium, if any, on) or interest, if any, on the Senior Debt Securities of that series and certain other\nspecified defaults) may be waived, by the holders of a majority in principal amount of the outstanding Senior Debt Securities of any series on behalf of the holders of all Senior Debt Securities of such series.

If an Event of Default resulting from certain events of bankruptcy, insolvency or\nreorganization of the Company occurs with respect to the Senior Debt Securities of any series, the principal amount of all the Senior Debt Securities of that series (or in the case of any Senior Debt Security of that series which specifies an amount\nto be due and payable thereon upon acceleration of its maturity, such amount as may be specified by the terms of such Senior Debt Security) will automatically, and without any declaration or other action on the part of the Trustee or any holder,\nbecome immediately due and payable. (Sections 502 and 513)

The Senior Indenture defines a Covenant Breach with respect to any series of\nSenior Debt Securities as any one of the following events:

\n\n\n\n\n

•

default in the deposit of any sinking fund payment, when and as due by the terms of a Senior Debt Security of\nthat series; or

\n\n\n\n\n

•

default in the performance, or breach, of any covenant or warranty of the Company in the Senior Indenture or any\nSenior Debt Security of that series (other than a covenant or warranty solely for the benefit of Senior Debt Securities other than Senior Debt Securities of that series) and continuance of such default or breach for 90 days after due notice.\n(Section 101)

For Senior Debt Securities, acceleration will not be permitted for reasons other than a specified payment\ndefault or insolvency event that constitutes an Event of Default in respect of such Senior Debt Securities. Neither the Trustee nor any holders of such Senior Debt Securities will have any enforcement right or other remedy in respect of covenant\nbreaches except as described below.

The Senior Subordinated Indenture

The Senior Subordinated Indenture defines an Event of Default with respect to any series of Senior Subordinated Debt Securities as being\ncertain events involving the bankruptcy, insolvency or reorganization of the Company and any other Event of Default provided with respect to Senior Subordinated Debt Securities of that series. (Section 501)

If an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization of the Company occurs with respect to the\nSenior Subordinated Debt Securities of any series, the principal amount of all the Senior Subordinated Debt Securities of that series (or in the case of any Senior Subordinated Debt Security of that series which specifies an amount to be due and\npayable thereon upon acceleration of its maturity, such amount as may be specified by the terms of such Senior Subordinated Debt Security) will automatically, and without any declaration or other action on the part of the Trustee or any holder,\nbecome immediately due and payable. If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization of the Company) occurs with respect to the Senior Subordinated Debt Securities of any series, the Trustee or holders of\nnot less than 25% of the outstanding principal amount of that series may declare the principal amount of all Senior Subordinated Debt Securities of that series (or in the case of any Senior Subordinated Debt Security of that series which specifies\nan amount to be due and payable thereon upon acceleration of its maturity, such amount as may be specified by the terms of such Senior Subordinated Debt Security) immediately payable. However, upon certain conditions such declaration may be\nannulled, and past defaults (except, unless theretofore cured, a default in payment of principal of (or premium, if any, on) or interest, if any, on the Senior Subordinated Debt Securities of that series and certain other specified defaults) may be\nwaived, by the holders of a majority in principal amount of the outstanding Senior Subordinated Debt Securities of any series on behalf of the holders of all Senior Subordinated Debt Securities of such series. (Sections 502 and 513)

The Senior Subordinated Indenture defines a Default with respect to Senior Subordinated Debt Securities of any series as any one of the\nfollowing events:

\n\n\n\n\n

•

an Event of Default with respect to that series;

\n\n\n\n\n

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default for 30 days in payment of interest on any Senior Subordinated Debt Security of that series;\n

\n\n\n\n\n

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default in payment of principal of (or premium, if any, on) any Senior Subordinated Debt Security of that series\nat Maturity;

\n\n\n\n\n

•

default in the deposit of any sinking fund payment, when and as due by the terms of a Senior Subordinated Debt\nSecurity of that series;

\n\n\n\n\n

•

default in the performance, or breach, of any covenant or warranty of the Company in the Senior Subordinated\nIndenture or any Senior Subordinated Debt Security of that series (other than a covenant or warranty solely for the benefit of Senior Subordinated Debt Securities other than Senior Subordinated Debt Securities of that series) and continuance of such\ndefault or breach for 90 days after due notice; or

\n\n\n\n\n

•

any other Default provided with respect to Senior Subordinated Debt Securities of that series.\n

In case a Default shall occur and be continuing, the Trustee may in its discretion proceed to protect and enforce its\nrights and the rights of the holders by appropriate judicial proceedings as the Trustee deems most effectual.

For Senior Subordinated\nDebt Securities, acceleration will not be permitted for reasons other than certain events of bankruptcy, insolvency or reorganization of the Company that constitute Events of Default; neither the Trustee nor any holders of the Senior Subordinated\nDebt Securities will have any enforcement right or other remedy in respect of any other defaults under or breach of the Senior Subordinated Indenture or any Senior Subordinated Debt Securities except as described below. In addition, all the remedies\navailable upon the occurrence of an Event of Default under the Senior Subordinated Indenture will be subject to the restrictions on the Senior Subordinated Debt Securities described above under “—Subordination of Senior Subordinated Debt\nSecurities”

The Indentures

The Indentures provide that, if a default occurs with respect to Debt Securities of any series, within 90 days after the receipt by the\napplicable Trustee of written notice of a default, the applicable trustee will deliver to the holders of Debt Securities of that series notice of such default if uncured and not waived as and to the extent provided by the Trust Indenture Act;\nprovided that, except in the case of a default in the payment of the principal of (or premium, if any, on) or interest, if any, on any Debt Security of such series or payment of any sinking fund installment with respect to the Debt Securities of\nsuch series, the Trustee will be protected in withholding such notice if and so long as it in good faith determines that the withholding of notice is in the best interest of the holders of the Debt Securities of such series. In addition, under the\nSenior Indenture, such notice shall not be given until 90 days after the occurrence of a default with respect to outstanding Senior Debt Securities of any series or breach of a covenant in the Senior Indenture (other than for a default in the\npayment of the principal of (or premium, if any, on) or interest, if any, on any Senior Debt Security of such series or payment of any sinking fund installment with respect to the Senior Debt Securities of such series). The term default with respect\nto any series of outstanding Debt Securities for the purpose only of this provision means the happening of any of the Events of Default or Covenant Breach (or any event which, after notice or lapse of time or both, would become an Event of Default\nor Covenant Breach) or, in the case of the Senior Subordinated Indenture, Defaults, specified in the Applicable Indenture and relating to such series of outstanding Debt Securities. (Section 602)

The Indentures provide that, subject to the duty of the Trustees during a default to act with the required standard of care, the Trustees will\nnot be under an obligation to exercise any of their rights or powers under the Indentures at the request or direction of any of the holders, unless such holders shall have offered to the Trustees reasonable security or indemnity. (Sections 601 and\n603) The Indentures provide that the holders of a majority in principal amount of outstanding Debt Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee for that series,\nor exercising any trust or other power conferred on such Trustee, provided that such Trustee may decline to act if such direction is contrary to law or the Applicable Indenture and may take any other action deemed proper which is not inconsistent\nwith such direction. (Section 512)

Modification of the Indentures

From time to time the Company and the applicable Trustee may, without the consent of the holders of any series of Debt Securities, amend, waive\nor supplement each Indenture for specified purposes, including, among other things:

\n\n\n\n\n

•

evidencing the succession of another Person to the Company and the assumption by any such successor of the\ncovenants of the Company;

\n\n\n\n\n

•

adding to the covenants of the Company for the benefit of the holders of all or any Debt Securities of any\nseries;

\n\n\n\n\n

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conveying, transferring, assigning, mortgaging or pledging any property to or with the Trustee, or securing the\nDebt Securities of any series, or providing for guarantees of the Debt Securities of any series;

\n\n\n\n\n

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surrendering any right or power conferred on the Company in the Applicable Indenture with respect to the Debt\nSecurities of any series;

\n\n\n\n\n

•

adding any additional Events of Default for the benefit of the holders of all or any Debt Securities of any\nseries, and, under the Senior Subordinated Debt Indenture, adding additional Defaults for the benefit of all or any Senior Subordinated Debt Securities of any series;

\n\n\n\n\n

•

adding or changing any provisions to permit or facilitate the issuance of Debt Securities in bearer form, or to\npermit or facilitate the issuance of Debt Securities in uncertificated form;

\n\n\n\n\n

•

adding to, changing or eliminating any of the provisions of the Indentures (including, without limitation, the\ncovenants and Events of Default and Defaults (as applicable)), provided that any such addition, change or elimination shall not apply to any outstanding Debt Securities nor modify the rights of any holder of any such outstanding Debt Securities, or\nshall become effective only when there is no Debt Security outstanding of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of such provision;

\n\n\n\n\n

•

establishing the form or terms of Debt Securities of any series;

\n\n\n\n\n

•

evidencing and providing for the acceptance of appointment under the Indentures by a successor Trustee with\nrespect to the Debt Securities of one or more series and adding to or changing any of the provisions of the Indentures as shall be necessary to provide for or facilitate the administration of the trusts under the Indentures by more than one Trustee;\n

\n\n\n\n\n

•

complying with the requirements of the Securities and Exchange Commission in order to effect or maintain the\nqualification of the Applicable Indenture under the Trust Indenture Act;

\n\n\n\n\n

•

adding to or changing any of the provisions of the Indentures with respect to any Debt Securities that by their\nterms may be converted into securities or other property other than Debt Securities of the same series and of like tenor, in order to permit or facilitate the issuance, payment or conversion of such Debt Securities;

\n\n\n\n\n

•

complying with the rules of any applicable depositary;

\n\n\n\n\n

•

supplementing any of the provisions in the applicable Indenture to such extent as will be necessary to permit or\nfacilitate the defeasance and discharge or covenant defeasance of any Debt Securities provided, in each case, that any such action shall not adversely affect the interests of the holders of Debt Securities or any other Debt Securities in any\nmaterial respect; or

\n\n\n\n\n

•

curing an ambiguity, correcting or supplementing any provision of the Applicable Indenture which may be defective\nor inconsistent with any other provision thereof, or making any other provisions with respect to matters or questions arising under the Applicable Indenture, not adversely affecting the interests of the holders of record of any Debt Securities in\nany material respect.

In addition, modification and amendments of each Indenture may be made by the Company and\nthe Trustee under the Applicable Indenture, with the consent of the holders of not less than a majority in principal amount of each series of outstanding Debt Securities issued under such Indenture and affected thereby, by executing supplemental\nindentures adding any provisions to or changing or eliminating any of the provisions of the Applicable Indenture or modifying the rights of the holders of outstanding Debt Securities of such series, except that no such supplemental indenture may:\n

\n\n\n\n\n

•

change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt\nSecurity;

\n\n\n\n\n

•

reduce the principal amount of, or any premium or the rate of interest on, any Debt Security;\n

\n\n\n\n\n

•

reduce the amount of principal of an original issue discount Debt Security or any other Security which would be\npayable upon acceleration of the Maturity thereof;

\n\n\n\n\n

•

adversely affect any right of repayment at the option of the holder of any Debt Security;

\n\n\n\n\n

•

reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation;\n

\n\n\n\n\n

•

change the place or currency of payment of principal of (or premium, if any, on) or interest, if any, on, any\nDebt Security;

\n\n\n\n\n

•

impair the right to institute suit for the enforcement of any payment on or with respect to any Debt Security on\nor after the Stated Maturity (or, in the case of redemption, on or after the Redemption Date);

\n\n\n\n\n

•

if any Debt Security provides that the holder may require the Company to convert such Debt Security, impair such\nholder’s right to require conversion of such Debt Security on the terms provided therein;

\n\n\n\n\n

•

reduce the percentage in principal amount of any outstanding Debt Securities, the consent of whose holders is\nrequired for modification or amendment of the Applicable Indenture, for waiver of compliance with certain provisions of the Applicable Indenture or for waiver of certain covenant defaults;

\n\n\n\n\n

•

modify the provisions of the Applicable Indenture relating to modification and amendment of the Applicable\nIndenture; or

\n\n\n\n\n

•

in the case of the Senior Subordinated Indenture, modify the subordination provisions adverse to the holders of\nSenior Indebtedness, in each case, without such holders’ consent.

The Indentures provide, however, that each of\nthe amendments and modifications listed in the first ten items above and, in the case of the Senior Subordinated Indenture the eleventh item above, may be made with respect to all or any specific Debt Securities of any series with the consent of the\nholder of each outstanding Debt Security affected thereby. (Section 902 of the Indentures and Section 907 of the Senior Subordinated Indenture)

Consolidation, Merger and Sale of Assets

The Company, without the consent of the holders of any of the Debt Securities under either of the Indentures, may consolidate with or merge\ninto any other Person or convey, transfer or lease its assets substantially as an entirety to any Person, or permit any Person to consolidate with or merge into the Company, provided that:

\n\n\n\n\n

•

if applicable, the successor is a Person organized under the laws of the United States, any State thereof or the\nDistrict of Columbia;

\n\n\n\n\n

•

the successor Person, if other than the Company, assumes the Company’s obligations on the Debt Securities\nand under the Indentures;

\n\n\n\n\n

•

after giving effect to the transaction no Event of Default or Covenant Breach, or, in the case of the Senior\nSubordinated Indenture, Default, and no event which, after notice or lapse of time, would become an Event of Default or Covenant Breach, or, in the case of the Senior Subordinated Indenture, Default, shall have occurred and be continuing; and\n

\n\n\n\n\n

•

certain other conditions are met. (Section 801)

Upon any consolidation or merger into any other Person or any conveyance, transfer or lease of the Company’s assets substantially as an\nentirety to any Person, the successor Person shall succeed to, and be substituted for, the Company under the Indentures, and the Company, except in the case of a lease, shall be relieved of all obligations and covenants under the Indentures and the\nDebt Securities to the extent it was the predecessor Person. (Section 802)

Sections 801 and 802 of the Indentures do not apply to\nconveyances, transfers or leases of the Company’s assets substantially as an entirety to one or more Subsidiaries.

Our Relationships with the\nTrustees

Deutsche Bank Trust Company Americas is the trustee under the Senior Indenture. Wilmington Trust, National Association is the\ntrustee under the Senior Subordinated Indenture. We and certain of our subsidiaries, including The Bank of New York Mellon, maintain banking relations with the trustees in the ordinary course of business.

In addition, affiliates of Deutsche Bank Trust Company Americas have underwritten our securities from time to time in the past and may\nunderwrite our securities from time to time in the future. Such Trustee may have to resign if a default occurs with respect to the Senior Debt Securities within one year after any offering of our securities underwritten by an affiliate of such\nTrustee, such as Deutsche Bank Securities Inc., since such Trustee would likely be considered to have a conflicting interest for purposes of the Trust Indenture Act. In that event, except in very limited circumstances, such Trustee would be required\nto resign as Trustee under the Senior Indenture and we would be required to appoint a successor trustee, unless the default is cured or waived within 90 days. During the period of time until a successor is appointed, such Trustee will have both\n(a) duties to holders of Debt Securities under the Senior Indenture and (b) a conflicting interest under the Senior Indenture for purposes of the Trust Indenture Act. For the purpose of this paragraph, the term “default” means\nany event which is, or after notice or lapse of time or both would become, an Event of Default or Covenant Breach in respect of the relevant Senior Debt Securities.

In addition, each applicable Trustee can resign for any reason with 30 days’ notice, and we would be required to appoint a successor\ntrustee. If within one year of such resignation, no successor Trustee has been appointed by the Company the holders of a majority in principal of the outstanding amount of Debt Securities of such series may appoint a successor Trustee. If no\napplicable successor Trustee with respect to the Debt Securities of any series is appointed by the Company or the holders of Debt Securities of such series, a holder of Debt Securities of such series who has been a bona fide holder for at least six\nmonths may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series. If the applicable Trustee\nresigns following a default or for any other reason, it may be difficult to identify and appoint a qualified successor trustee. The applicable Trustee will remain the trustee under the Applicable Indenture until a successor is appointed.

Outstanding Debt Securities

The Indentures provide that, in determining whether the holders of the requisite principal amount of outstanding Debt Securities have given,\nmade or taken any request, demand, authorization, direction, notice, consent, waiver or other action under the Applicable Indenture, as of any date:

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the portion of the principal amount of an original issue discount Debt Security that shall be deemed to be\noutstanding for such purposes shall be that portion of the principal amount thereof that would be due and payable as of such date upon the declaration of acceleration of the maturity thereof upon the occurrence and continuance of an Event of\nDefault;

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if, as of such date, the principal amount payable at the maturity of a Debt Security is not determinable, the\nprincipal amount of such Debt Security that will be deemed to be outstanding will be the amount as specified or determined as contemplated by Section 301 of the Applicable Indenture;

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the portion of the principal amount of a Debt Security denominated in one or more foreign currencies, composite\ncurrencies or currency units that shall be deemed to be outstanding for such purpose shall be the U.S. dollar equivalent, determined on such date as contemplated by Section 301 of the Applicable Indenture, of the principal amount of such Debt\nSecurity (or, in the case of an original issue discount Debt Security, the amount determined as provided in the two items immediately above); and

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Debt Securities owned by the Company or any other obligor upon the Debt Securities or any Affiliate of the\nCompany or of such other obligor shall not be deemed to be outstanding. (Section 101)

Governing Law

The Indentures are, and the Debt Securities will be, governed by and construed in accordance with the laws of the State of New York.

Waiver of Jury Trial

Under the\nIndentures, each of the Company, the Trustees and the holders of the Debt Securities irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the\napplicable Indenture, the Debt Securities or the transactions contemplated thereby.

DESCRIPTION OF PREFERRED STOCK

Summary

The following summary contains a\ndescription of certain general terms of the Preferred Stock of the Company. The particular terms of any series of Preferred Stock will be contained in a prospectus supplement. The prospectus supplement will describe the following terms of the\nPreferred Stock:

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the specific title and stated value;

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number of shares or fractional interests therein;

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any dividend, liquidation, redemption, voting and other rights;

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if applicable, the terms for conversion into Common Stock or other preferred stock or for exchange for Common\nStock or Debt Securities;

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the securities exchanges, if any, on which such Preferred Stock is to be listed; and

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the initial public offering price, and the number of shares, if any, to be purchased by the underwriters.\n

The terms of any series of Preferred Stock being offered may differ from the terms set forth below. If the terms\ndiffer, those terms will also be disclosed in the prospectus supplement relating to that series of Preferred Stock. The following summary is not complete. You should refer to the Certificate of Designations relating to the series of the Preferred\nStock, the applicable provisions of the Company’s Restated Certificate of Incorporation, the Company’s Amended and Restated By-Laws and the Delaware General Corporation Law for a complete statement\nof the terms and rights of that series of Preferred Stock. That Certificate of Designations will be filed with the SEC promptly after the offering of the series of Preferred Stock.

General

Under the Company’s\nRestated Certificate of Incorporation, the Company is authorized to issue up to 3,600,000,000 shares of capital stock of which 3,500,000,000 shares shall be Common Stock, par value $0.01 per share, and 100,000,000 shares shall be Preferred Stock\n(the “Preferred Stock”), par value $0.01 per share. The Preferred Stock may be issued in one or more series and the Board will have the power to fix various terms with respect to each series, including voting powers, designations,\npreferences and relative, participating, optional and/or other special rights, and the qualifications, limitations and restrictions thereof. The holders of the Company’s Common Stock are not entitled to preemptive rights with respect to any\nshares which may be issued.

In the event of liquidation, dissolution or winding up of the Company, the holders of Common Stock would be\nentitled to receive, after payment or provision for payment of all of its debts and liabilities, all of the assets of the Company available for distribution. The holders of the Company’s Preferred Stock, if any, may have a priority over the\nholders of the Company’s Common Stock in the event of liquidation or dissolution.

Rank

Any series of Preferred Stock will, with respect to dividend rights and rights on liquidation, winding up and dissolution rank (i) senior\nto all classes of common stock of the Company and all equity securities issued by the Company, the terms of which specifically provide that such equity securities will rank junior to the Preferred Stock (collectively referred to as the “Junior\nSecurities”); (ii) on a parity with all equity securities issued by the Company, the terms of which specifically provide that such equity securities will rank on a parity with the Preferred Stock (collectively referred to as the\n“Parity Securities”); and (iii) junior to all equity securities issued by the Company, the terms of which specifically provide that such equity securities will rank senior to the Preferred Stock. All shares of Preferred Stock will,\nregardless of series, be of equal rank. As used in any Certificate of Designations for these purposes, the term “equity securities” will not include Debt Securities convertible into or exchangeable for equity securities.

In addition, the Preferred Stock may be fully subordinate to interests held by the U.S.\ngovernment in the event we enter into a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Act.

Dividends

Holders of each series of\nPreferred Stock will be entitled to receive, when, as and if declared by the Board of the Company (or a duly authorized committee of the Board) out of funds legally available therefor, cash dividends at such rates and on such dates as are set forth\nin the prospectus supplement relating to such series of Preferred Stock. Dividends will be payable to holders of record of Preferred Stock as they appear on the books of the Company (or, if applicable, the records of the Depositary referred to below\nunder “Description of Depositary Shares”) on such record dates as shall be fixed by the Board (or a duly authorized committee of the Board). Dividends on any series of Preferred Stock may be cumulative or\nnon-cumulative.

The Company’s ability to pay dividends on its Preferred Stock is subject to\nrules and policies established by the Federal Reserve Board. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Supervision and Regulation—Capital Planning and Stress\nTesting—Payment of Dividends, Stock Repurchases and Other Capital Distributions” in our 2023 Annual Report to Shareholders filed as an exhibit to our Form 10-K, and Part I, “Item 1.\nBusiness—Supervision and Regulation” in our Form 10-K for the year ended December 31, 2023, both of which are incorporated herein by reference (and similar items in any of our annual,\nquarterly or current reports that we file with the SEC in the future and that are incorporated by reference in this prospectus).

No full\ndividends may be declared or paid or funds set apart for the payment of dividends on any Parity Securities unless dividends shall have been paid or set apart for such payment on the Preferred Stock. If full dividends are not so paid, the Preferred\nStock shall share dividends pro rata with the Parity Securities.

Conversion

A series of Preferred Stock may be convertible into shares of another series of Preferred Stock or Common Stock. The prospectus supplement for\nany series of Preferred Stock will state the terms, if any, of such conversion rights.

Exchangeability

The holders of shares of Preferred Stock of any series may be obligated at any time or at a specified time or times to exchange such shares for\nCommon Stock or Debt Securities of the Company. The terms of any such exchange and any such Debt Securities will be described in the prospectus supplement relating to such series of Preferred Stock.

Redemption

A series of Preferred Stock\nmay be redeemable at any time or at a specified time or times, in whole or in part, at the option of the Company or the holder thereof upon terms and at the redemption prices set forth in the prospectus supplement relating to such series.

In the event of partial redemptions of Preferred Stock, whether by mandatory or optional redemption, the shares to be redeemed will be\ndetermined by lot or pro rata, as may be determined by the Board or by any other method determined to be equitable by the Board.

On and\nafter a redemption date, unless the Company defaults in the payment of the redemption price, dividends will cease to accrue on shares of Preferred Stock called for redemption and all rights of holders of such shares will terminate except for the\nright to receive the redemption price.

Our right to redeem the Preferred Stock once issued is subject to the prior approval of the\nFederal Reserve Board or any successor appropriate federal banking agency as required under the capital rules applicable to us. We cannot assure you that the Federal Reserve Board or any successor appropriate federal banking agency will approve any\nredemption of the Preferred Stock that we may propose. Under the capital adequacy rules currently applicable to us, prior to exercising our right to redeem the Preferred Stock, we must either (i) demonstrate to the satisfaction of the Federal\nReserve Board that, following redemption, we will continue to hold capital commensurate with our risk; or (ii) replace the Preferred Stock redeemed or to be redeemed with an equal amount of instruments that will qualify as Tier 1 capital under\nregulations of the Federal Reserve Board immediately following or concurrent with redemption.

Liquidation Preference

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of each series of Preferred Stock that ranks\nsenior to the Junior Securities will be entitled to receive out of assets of the Company available for distribution to shareholders, before any distribution is made on any Junior Securities, including Common Stock, distributions upon liquidation in\nthe amount set forth in the prospectus supplement relating to such series of Preferred Stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts payable with respect to the Preferred Stock of any\nseries and any other Parity Securities are not paid in full, the holders of the Preferred Stock of such series and the Parity Securities will share ratably in any such distribution of assets of the Company in proportion to the full liquidation\npreferences to which each is entitled. After payment of the full amount of the liquidation preference to which they are entitled, the holders of such series of Preferred Stock will not be entitled to any further participation in any distribution of\nassets of the Company.

Voting Rights

Except as indicated below or in the prospectus supplement relating to a particular series of Preferred Stock or except as expressly required by\napplicable law, the holders of shares of Preferred Stock will have no voting rights.

Under the Federal Reserve Board’s regulations\nimplementing the Bank Holding Company Act, if any holder of any series of preferred stock is or becomes entitled to vote for the election of directors, such series will be deemed a class of voting securities and a company holding 25% or more of the\nseries, or 5% or more if it otherwise exercises a “controlling influence” over the issuer, will be subject to regulation as a bank holding company under the Bank Holding Company Act. In addition, at the time the series is deemed a class\nof voting securities, any other bank holding company will be required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act to acquire or maintain more than 5% of that series. Any other person (other than the bank\nholding company) will be required to obtain the non-objection of the Federal Reserve Board under the Change in Bank Control Act of 1978, as amended, to acquire or maintain 10% or more of that series.

DESCRIPTION OF DEPOSITARY SHARES

The following summary is not complete. You should refer to the applicable provisions of the forms of the Company’s Deposit Agreement and\nDepositary Receipt relating to the Preferred Stock for a complete statement of the terms and rights of the Depositary Shares. The following description and any description of the Deposit Agreement, Depositary Receipt and Depositary Shares in the\napplicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Depositary Agreement and form of Depositary Receipt, which we will file with the SEC (and incorporate by\nreference as an exhibit to the registration statement of which this prospectus forms a part) in connection with the offering of Depositary Shares.

General

The Company may, at its option,\nelect to offer fractional shares of Preferred Stock, rather than full shares of Preferred Stock. In the event such option is exercised, the Company will issue Depositary Receipts, each of which will represent a fraction (to be set forth in the\nprospectus supplement relating to a particular series of Preferred Stock) of a share of a particular series of Preferred Stock as described below.

The shares of any series of Preferred Stock represented by Depositary Shares will be deposited under a Deposit Agreement (the “Deposit\nAgreement”) between the Company and a bank or trust company selected by the Company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000 (the “Depositary”). Subject to\nthe terms of the Deposit Agreement, each owner of a Depositary Share will be entitled, in proportion to the applicable fraction of a share of Preferred Stock represented by such Depositary Share, to all the rights and preferences of the Preferred\nStock represented thereby (including dividend, voting, redemption, conversion and liquidation rights).

The Depositary Shares will be\nevidenced by depositary receipts issued pursuant to the Deposit Agreement (the “Depositary Receipts”). Depositary Receipts will be distributed to those persons purchasing the fractional shares of Preferred Stock in accordance with the\nterms of the offering.

Pending the preparation of definitive Depositary Receipts, the Depositary may, upon the written order of the\nCompany or any holder of deposited Preferred Stock, execute and deliver temporary Depositary Receipts which are substantially identical to, and entitle the holders thereof to all the rights pertaining to, the definitive Depositary Receipts.\nDefinitive Depositary Receipts will be prepared thereafter without unreasonable delay, and temporary Depositary Receipts will be exchangeable for definitive Depositary Receipts at the Company’s expense.

Dividends and Other Distributions

The\nDepositary will distribute all cash dividends or other cash distributions received in respect of the deposited Preferred Stock to the record holders of Depositary Shares relating to such Preferred Stock in proportion to the numbers of such\nDepositary Shares owned by such holders, when, as and if declared by the Board.

In the event of a distribution other than in cash, the\nDepositary will distribute property received by it to the record holders of Depositary Shares entitled thereto. If the Depositary determines that it is not feasible to make such distribution, it may, with the approval of the Company, sell such\nproperty and distribute the net proceeds from such sale to such holders.

Redemption or Exchange of Stock

If a series of Preferred Stock represented by Depositary Shares is to be redeemed or exchanged, the Depositary Shares will be redeemed from the\nproceeds received by the Depositary resulting from the redemption,

\nin whole or in part, of such series of Preferred Stock held by the Depositary, or exchanged for the Common Stock or Debt Securities to be issued in exchange for the Preferred Stock (as the case\nmay be, in accordance with the terms of such series of Preferred Stock). The Depositary Shares will be redeemed or exchanged by the Depositary at a price per Depositary Share equal to the applicable fraction of the redemption price per share or\nmarket value of Common Stock or Debt Securities per Depositary Share paid in respect of the shares of Preferred Stock so redeemed or exchanged. Whenever the Company redeems or exchanges shares of Preferred Stock held by the Depositary, the\nDepositary will redeem or exchange as of the same date the number of Depositary Shares representing shares of Preferred Stock so redeemed or exchanged. If fewer than all the Depositary Shares are to be redeemed or exchanged, the Depositary Shares to\nbe redeemed or exchanged will be selected by the Depositary by lot or pro rata or by any other equitable method as may be determined by the Company.

Withdrawal of Stock

Any holder of\nDepositary Shares may, upon surrender of the Depositary Receipts at the corporate trust office of the Depositary (unless the related Depositary Shares have previously been called for redemption), receive the number of whole shares of the related\nseries of Preferred Stock and any money or other property represented by such Depositary Receipts. Holders of Depositary Shares making such withdrawals will be entitled to receive whole shares of Preferred Stock on the basis set forth in the related\nprospectus supplement for such series of Preferred Stock, but holders of such whole shares of Preferred Stock will not thereafter be entitled to deposit such Preferred Stock under the Deposit Agreement or to receive Depositary Receipts therefor. If\nthe Depositary Shares surrendered by the holder in connection with such withdrawal exceed the number of Depositary Shares that represent the number of whole shares of Preferred Stock to be withdrawn, the Depositary will deliver to such holder at the\nsame time a new Depositary Receipt evidencing such excess number of Depositary Shares.

Voting Deposited Preferred Stock

Upon receipt of notice of any meeting at which the holders of any series of deposited Preferred Stock are entitled to vote, the Depositary will\nmail the information contained in such notice of meeting to the record holders of the Depositary Shares relating to such series of Preferred Stock. Each record holder of such Depositary Shares on the record date (which will be the same date as the\nrecord date for the relevant series of Preferred Stock) will be entitled to instruct the Depositary as to the exercise of the voting rights pertaining to the amount of the Preferred Stock represented by such holder’s Depositary Shares. The\nDepositary will endeavor, insofar as practicable, to vote the amount of such series of Preferred Stock represented by such Depositary Shares in accordance with such instructions, and the Company will agree to take all reasonable actions which may be\ndeemed necessary by the Depositary in order to enable the Depositary to do so. The Depositary will abstain from voting shares of the Preferred Stock to the extent it does not receive specific instructions from the holder of Depositary Shares\nrepresenting such Preferred Stock.

Conversion Rights of Convertible Depositary Shares

Any holder of Depositary Shares which are convertible into Common Stock or into shares of another series of Preferred Stock, upon surrender of\nthe Depositary Receipts therefor and delivery of instructions to the Depositary, may cause the Company to convert any specified number of whole or fractional shares of Preferred Stock represented by the Depositary Shares into the number of whole\nshares of Common Stock or Preferred Stock (as the case may be, in accordance with the terms of such series of the Preferred Stock) of the Company obtained by dividing the aggregate liquidation preference of such Depositary Shares by the Conversion\nPrice (as such term is defined in the Certificate of Designations) then in effect, as such Conversion Price may be adjusted by the Company from time to time as provided in the Certificate of Designations. In the event that a holder delivers\nDepositary Receipts to the Depositary for conversion which in the aggregate are convertible either into less than one whole share of such Common Stock or Preferred Stock or into any number of whole shares of such\n

\nCommon Stock or Preferred Stock plus an excess constituting less than one whole share of such Common Stock or Preferred Stock, the holder shall receive payment in lieu of such fractional share.\n

Amendment and Termination of the Deposit Agreement

The form of Depositary Receipt evidencing the Depositary Shares and any provision of the Deposit Agreement may at any time be amended by\nagreement between the Company and the Depositary. However, any amendment which materially and adversely alters the rights of the holders of Depositary Shares representing Preferred Stock of any series will not be effective unless such amendment has\nbeen approved by the holders of at least 66²/₃% of the Depositary Shares then outstanding representing Preferred Stock of such series.\nEvery holder of an outstanding Depositary Receipt at the time any such amendment becomes effective, or any transferee of such holder, shall be deemed, by continuing to hold such Depositary Receipt, or by reason of the acquisition thereof, to consent\nand agree to such amendment and to be bound by the Deposit Agreement as amended thereby. The Deposit Agreement may be terminated immediately and without notice if (i) all outstanding Depositary Shares have been redeemed; or (ii) if\napplicable, each share of Preferred Stock has been converted into Common Stock or Preferred Stock or has been exchanged for Common Stock or Debt Securities; or (iii) there has been a final distribution in respect of the Preferred Stock in\nconnection with any liquidation, dissolution or winding up of the Company and such distribution has been distributed to the holders of Depositary Shares; or (iv) with the consent of the holders of at least 66²/₃% of the Depositary Shares then outstanding representing Preferred Stock of such series; or (v) the Depositary materially breaches\nany of its obligations with regard to the treatment of personal information (as defined in the Depositary Agreement).

Charges of Depositary

The Company will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements.\nThe Company will pay all charges of the Depositary in connection with the initial deposit of the relevant series of Preferred Stock and any redemption or exchange of such Preferred Stock. Holders of Depositary Receipts will pay other transfer and\nother taxes and governmental charges and such other charges or expenses as are expressly provided in the Deposit Agreement to be for their accounts.

Resignation and Removal of Depositary

The Depositary may resign at any time by delivering to the Company notice of its election to do so, and the Company may at any time remove\nthe Depositary, any such resignation or removal to take effect upon the appointment of a successor Depositary and its acceptance of such appointment. Such successor Depositary must be appointed within 60 days after delivery of the notice of\nresignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Miscellaneous

The Depositary will\nforward to the holders of the depositary shares all reports and communications from the Company which are delivered to the Depositary and which the Company is required to furnish to the holders of the depositary shares or the holders of the\ndeposited Preferred Stock.

Neither the Depositary nor the Company will be liable if it is prevented or delayed by law or any circumstance\nbeyond its control in performing its obligations under the Deposit Agreement. The obligations of the Company and the Depositary under the Deposit Agreement will be limited to performance in good faith of their duties thereunder and they\nwill not be obligated to prosecute or defend any legal proceeding in respect of any Depositary Shares, Depositary Receipts or shares of Preferred Stock unless satisfactory indemnity is furnished. They may rely upon written advice of counsel or\naccountants, or upon information provided by holders of Depositary Receipts or other persons believed to be competent and on documents believed to be genuine.

DESCRIPTION OF COMMON STOCK

General

We may issue Common Stock,\nseparately or together with or upon conversion of or in exchange for other Company securities, all as set forth in a prospectus supplement. The following summary is not complete. You should refer to the applicable provisions of the Company’s\nRestated Certificate of Incorporation and Amended and Restated By-Laws, and to the Delaware General Corporation Law (“DGCL”) for a complete statement of the terms and rights of the Common Stock.\n

The Company is authorized to issue 3,500,000,000 shares of Common Stock, par value $0.01 per share. The Common Stock is listed on the New\nYork Stock Exchange under the symbol “BK.”

The applicable prospectus supplement will describe the terms of the Common Stock\nincluding, where applicable, the following:

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the number of shares to be offered;

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the offering price; and

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any additional terms of the Common Stock which are not inconsistent with the provisions of the Company’s\nRestated Certificate of Incorporation.

The Common Stock will be, when issued against payment therefor, fully paid and\nnonassessable. The rights of holders of Common Stock will be subject to, and may be adversely affected by, the rights of holders of any Preferred Stock that has been issued and may be issued in the future.

Dividends

The holders of the Common\nStock of the Company are entitled to receive dividends, when, as and if declared by the Board out of any funds legally available therefor, subject to the preferences applicable to any outstanding Preferred Stock.

The Company’s ability to pay dividends on its Common Stock:

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depends primarily upon the ability of its subsidiaries, including The Bank of New York Mellon, BNY Mellon,\nN.A. and Pershing LLC, to pay dividends or otherwise transfer funds to it,

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is also subject to rules and policies established by the Federal Reserve Board. See “Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations—Supervision and Regulation—Capital Planning and Stress Testing—Payment of Dividends, Stock Repurchases and Other Capital Distributions” in our 2023\nAnnual Report to Shareholders filed as an exhibit to our Form 10-K, which is incorporated by reference, and Part I, “Item 1. Business—Supervision and Regulation” in our Form 10-K for the year ended December 31, 2023 (and similar items in any of our annual, quarterly or current reports that we file with the SEC in the future and that are incorporated by reference in this\nprospectus), and

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will be prohibited, subject to certain restrictions, in the event that we do not declare and pay in full\npreferred dividends for the then-current dividend period of our Series A preferred stock or the last preceding dividend period of our Series F preferred stock, Series G preferred stock, Series H preferred stock and Series I preferred stock.\n

Voting

Holders of\nCommon Stock are entitled to one vote for each share held on all matters as to which shareholders are entitled to vote. The holders of the Common Stock do not have cumulative voting rights.

Under our by-laws, in any uncontested\nelection of directors, each director will be elected if more votes are cast “for” the director’s election than are cast “against” the director’s election, with abstentions and\nbroker non-votes not being counted as a vote cast either “for” or “against” the director’s election. A plurality standard will apply in any contested election of\ndirectors, which is an election in which the number of nominees for director exceeds the number of directors to be elected. Pursuant to our Corporate Governance Guidelines, if any incumbent director fails to receive a majority of the votes cast in\nany uncontested election, the director will be required to tender his or her resignation to the independent Chair or Lead Director (or such other director designated by the Board if the director failing to receive the majority of votes cast is the\nindependent Chair or Lead Director) promptly after the certification of the stockholder vote.

The Corporate Governance, Nominating and\nSocial Responsibility Committee (the “CGNSR Committee”) will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it, or whether other actions should be taken. If, because of recusals, the\nCGNSR Committee is unable to meet and consider the issue with a quorum of its members participating in the discussion, the Board may assign the issue to another committee consisting solely of independent directors. In considering whether to accept\nor reject the tendered resignation, the CGNSR Committee (or other committee to which the matter is assigned) will consider whatever factors its members deem relevant, including any stated reasons for the “against” votes, the length of\nservice and qualifications of the director whose resignation has been tendered, the director’s contributions to the company, and the mix of skills and backgrounds of the Board members.

The Board will act on the CGNSR Committee’s recommendation (or the recommendation of such other committee to which the matter is\nassigned) no later than 90 days following the certification of the election in question. In considering the recommendation of the CGNSR Committee, the Board will consider the factors considered by the CGNSR Committee (or such other committee)\nand such additional information and factors as it deems relevant.

Following the Board’s decision, the company will publicly\ndisclose such decision (and, if applicable, the reasons for rejecting the tendered resignation) in a Current Report on Form 8-K filed with the SEC. If the Board does not accept the\ndirector’s resignation, it may elect to address the underlying stockholder concerns or to take such other actions as it deems appropriate and in the best interests of the company and its stockholders. A director who tenders his or her\nresignation pursuant to this provision will not vote on the issue of whether his or her tendered resignation will be accepted or rejected. If the Board accepts an incumbent director’s resignation pursuant to this provision, or if a nominee for\ndirector is not elected and the nominee is not an incumbent director, then the Board may fill the resulting vacancy pursuant to our by-laws. If the Board does not accept an incumbent director’s\nresignation pursuant to this provision, he or she will continue to serve on the Board until the election of his or her successor.

Liquidation Rights\n

Upon liquidation of the Company, holders of Common Stock are entitled to receive pro rata the net assets of the Company after\nsatisfaction in full of the prior rights of creditors of the Company (including holders of the Company’s Debt Securities) and holders of any Preferred Stock.

Miscellaneous

Holders of Common Stock do\nnot have any preferential or preemptive right with respect to any securities of the Company or any conversion rights. The Common Stock is not subject to redemption. The outstanding shares of Common Stock are fully paid and non-assessable.

Computershare Trust Company, N.A., is the Transfer Agent and Registrar for the Common\nStock of the Company. Computershare, Inc. is the Dividend Disbursement Agent for the Common Stock of the Company.

Certain Provisions of Delaware Law and the Company’s Amended and Restated By-Laws

We are also subject to Section 203 of the DGCL. Section 203 prohibits us from\nengaging in any business combination (as defined in Section 203) with an “interested stockholder” for a period of three years subsequent to the date on which the stockholder became an interested stockholder unless:

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prior to such date, the Board approves either the business combination or the transaction in which the\nstockholder became an interested stockholder;

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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the\ninterested stockholder owns at least 85% of the outstanding voting stock (with certain exclusions); or

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the business combination is approved by the Board and authorized by a vote (and not by written consent) of at\nleast 66²/₃% of the outstanding voting stock not owned by the interested stockholder.

For purposes of Section 203, an “interested stockholder” is defined as an entity or person beneficially owning 15% or more of\nour outstanding voting stock, based on voting power, and any entity or person affiliated with or controlling or controlled by such an entity or person.

A “business combination” includes mergers, asset sales and other transactions resulting in financial benefit to a stockholder.\nSection 203 could prohibit or delay mergers or other takeover or change of control attempts with respect to us and, accordingly, may discourage attempts that might result in a premium over the market price for the shares held by stockholders.\n

Such provisions may have the effect of deterring hostile takeovers or delaying changes in control of management or us.

Under the provisions of the statute, a corporation can expressly elect not to be governed by the business combination provisions in its\nRestated Certificate of Incorporation or Amended and Restated By-Laws, but, as of the date of this prospectus, the Company has not done so. (DGCL § 203)

The Company’s Amended and Restated By-Laws establish an advance notice procedure with regard to\nnomination by stockholders of candidates for election as directors. In general, written notice with regard to a stockholder nominee for the board of directors must be received by the Secretary of the Company (i) in the case of an annual\nmeeting, not fewer than 90 days or more than 120 days before the anniversary date of the previous year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days from the anniversary\ndate of the previous year’s annual meeting, notice by the stockholder will be timely if it is received (A) on or before the later of (1) 120 calendar days before the date of the annual meeting at which such business is to be\npresented or such election is to take place, as the case may be, or (2) 30 calendar days following the first public announcement by the Company of the annual meeting date and (B) not later than 15 calendar days prior to the scheduled\nmailing date of the Company’s proxy materials for that annual meeting or (ii) in the case of a special meeting of stockholders at which directors are to be elected, not later than the close of business on the tenth calendar day following\nthe earlier of the day on which notice of the meeting date was mailed and the day on which public announcement of the meeting date was made.

The notice associated with a stockholder nominee for the board of directors must also provide certain information set forth in the\nCompany’s Amended and Restated By-Laws. Pursuant to Rule 14a-8 under the Exchange Act, the Board is not required to nominate in the annual proxy statement any\nperson so proposed. Compliance with this procedure would permit a stockholder to nominate the individual(s) at the stockholders meeting, and any stockholder may vote in person or by proxy for any individual that stockholder desires. In addition, the\nCompany’s Amended and Restated By-Laws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three\nyears, to nominate and include in the Company’s proxy materials for an annual meeting directors constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the\nrequirements specified in the Amended and Restated By-Laws.

The Company’s Amended and Restated By-Laws\nestablish an advance notice procedure with regard to proposals by stockholders to be brought before a meeting of stockholders. In general, written notice of a proposal by stockholders to be brought before an annual meeting must be received by the\nSecretary of the Company not fewer than 90 days or more than 120 days before the anniversary date of the previous year’s proxy statement; provided, however, that in the event that the date of the annual meeting is more than 30 days from the\nanniversary date of the previous year’s annual meeting, notice by the stockholder will be timely if it is received (A) on or before the later of (1) 120 calendar days before the date of the annual meeting at which such business is to\nbe presented, or (2) 10 calendar days following the first public announcement by the Company of the annual meeting date and (B) not later than 15 calendar days prior to the scheduled mailing date of the Company’s proxy materials for\nthat annual meeting. Matters to be considered and brought before any special meeting of stockholders (including in the case of a stockholder requested special meeting) are limited to such matters that may be brought properly before such meeting as\nset forth in the Company’s Amended and Restated By-Laws.

The Company’s Amended and\nRestated By-Laws set forth the information that must be provided in connection with any proposal by stockholders to be brought before a meeting of the stockholders. In general, the advance notice of the\nstockholder’s proposal must set forth a description of the business that the stockholder intends to bring before the meeting, including the text of the proposal, and certain information regarding the proposing stockholder, including the name\nand address of the stockholder, the class and number of shares of the Company’s capital stock beneficially owned by each such stockholder, a representation that such stockholder will be a holder of record of the Company’s common stock\nwho is entitled to vote at the meeting on the date of the meeting and that such stockholder will appear in person or by proxy at the meeting to present such proposal(s), the name and address of any beneficial owners of the Company’s common\nstock on whose behalf such business is to be presented, the reasons for conducting the business at the meeting and any material interest of the stockholder or any such beneficial owner in the business proposed at the meeting, information on any\nagreement, arrangement or understanding (including any hedging, derivative or other similar transactions, regardless of the form of settlement) that is in place or has been entered into by or for the benefit of such stockholder or any such\nbeneficial owner with respect to the Company’s securities, debt instruments or credit ratings within the prior six months preceding the date of delivery of the stockholder’s notice, the effect or intent of which transaction is to give\nrise to gain or loss as a result of changes in the trading price of such securities or debt instruments or changes in the credit ratings of the Company or to increase or decrease the voting power of such stockholder or any such beneficial owner, and\nif so, a summary of the material terms thereof, and a representation that the stockholder or any such beneficial owner intends, or is part of a group (providing the name and address of each participant (as defined in Item 4 of Schedule 14A of the\nExchange Act)) that intends to (i) deliver a proxy statement to, and solicit proxies from, holders of at least the percentage of voting power of all of the shares of capital stock of the Company required under applicable law to approve the\nproposal or (ii) otherwise solicit proxies from stockholders in support of such proposal in compliance with applicable legal requirements.

Our Amended and Restated By-Laws provide stockholders holding an aggregate “net long\nposition” (as defined in the Amended and Restated By-Laws) representing at least 20% of the outstanding Common Stock of the Company the right to request that the Secretary of the Company call a special\nmeeting of stockholders. The amendments also set forth the requirements and procedures of such a stockholder special meeting request, including with respect to (i) when multiple requests will be considered together, (ii) the information\nrequired when submitting a request, (iii) limitations on when requests may be made, (iv) the time for holding a special meeting following a request and (v) the appropriate scope of business at any meeting held pursuant to a request.\n

Our Amended and Restated By-Laws also provide that vacancies on the Board may only be filled by a\nmajority of directors then remaining in office, except that those vacancies resulting from removal from office by a vote of the stockholders may be filled by a vote of the stockholders at the same meeting at which such removal occurs.

DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE\nUNITS

Description of Stock Purchase Contracts

We may issue stock purchase contracts, representing contracts obligating holders to purchase from or sell to us, or obligating us to purchase\nfrom or sell to the holders, a specified or variable number of shares of our Common Stock, Preferred Stock or Depositary Shares, as applicable, at a future date or dates. The price per share of Common Stock, Preferred Stock or per Depositary Share,\nas applicable, may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula contained in the stock purchase contracts. We may issue stock purchase contracts in such amounts and in as many\ndistinct series as we wish. The stock purchase contracts may be issued separately or as parts of units, which we refer to in this prospectus as stock purchase units. Units may consist of a stock purchase contract and beneficial interests in other\nsecurities described in this prospectus or of third parties, securing the holders’ obligations to purchase from or sell shares to us under the stock purchase contracts. These other securities may consist of debt securities, junior subordinated\ndebentures, Preferred Stock, Common Stock or Depositary Shares of the Company, trust preferred securities or debt obligations of third parties, including U.S. Treasury securities. The stock purchase contracts may require us to make periodic payments\nto the holders of the stock purchase contracts or vice versa, and these payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations under those contracts in a specified manner.\nAny stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable pursuant to such stock purchase contract upon the occurrence of certain events.

The applicable prospectus supplement may contain, where applicable, the following information about the stock purchase contracts issued under\nit:

\n\n\n\n\n

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whether the stock purchase contracts obligate the holder to purchase or sell, or both purchase and sell, our\ncommon stock, preferred stock or depositary shares, as applicable, and the nature and amount of each of those securities, or the method of determining those amounts;

\n\n\n\n\n

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whether the stock purchase contracts are to be prepaid or not;

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whether the stock purchase contracts are to be settled by delivery, or by reference or linkage to the value,\nperformance or level of our common stock, preferred stock or depositary shares;

\n\n\n\n\n

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any acceleration, cancellation, termination or other provisions relating to the settlement of the stock purchase\ncontracts;

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whether the stock purchase contracts will be issued in fully registered or global form; and\n

\n\n\n\n\n

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any other terms of the stock purchase contracts.

Description of Stock Purchase Units

We\nmay, from time to time, issue stock purchase units comprised of one or more of the other securities described in this prospectus in any combination. Stock purchase units may also include debt obligations of third parties, such as U.S. Treasury\nsecurities. Each stock purchase unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a stock purchase unit will have the rights and obligations of a holder of each included\nsecurity. The unit agreement under which a stock purchase unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus\nsupplement may describe:

\n\n\n\n\n

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the designation and terms of the stock purchase units and of the securities comprising the units, including\nwhether and under what circumstances those securities may be held or transferred separately;

\n\n\n\n\n

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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities\ncomprising the units; and

\n\n\n\n\n

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whether the units will be issued in fully registered or global form.

The applicable prospectus supplement will describe the terms of any stock purchase units. The preceding description and any description of\nunits in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the relevant unit agreement and, if applicable, collateral arrangements and depositary arrangements\nrelating to such units that we will file with the SEC in connection with the offering of stock purchase units.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase debt securities, Preferred Stock, Depositary Shares or Common Stock. We may offer warrants separately or\ntogether with one or more additional warrants, debt securities, Preferred Stock, Depositary Shares or Common Stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue\nwarrants as part of a unit, the applicable prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date. Below is a description of certain general terms\nand provisions of the warrants that we may offer. Further terms of the warrants will be described in a prospectus supplement.

The\napplicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:

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the specific designation and aggregate number of, and the price at which we will issue, the warrants;\n

\n\n\n\n\n

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the currency or currency units in which the offering price, if any, and the exercise price are payable;\n

\n\n\n\n\n

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the date on which the right to exercise the warrants will begin and the date on which that right will expire or,\nif you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

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whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in\nany combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

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any applicable material United States federal income tax consequences;

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the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents,\ntransfer agents, registrars or other agents;

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the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any\nsecurities exchange;

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the designation and terms of the preferred stock or common stock purchasable upon exercise of the warrants;\n

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the designation, aggregate principal amount, currency and terms of the debt securities that may be purchased upon\nexercise of the warrants;

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if applicable, the designation and terms of the debt securities;

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preferred stock, depositary shares or common stock with which the warrants are issued and the number of warrants\nissued with each security;

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if applicable, the date from and after which the warrants and the related debt securities, preferred stock,\ndepositary shares or common stock will be separately transferable;

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the number of shares of preferred stock, the number of depositary shares or the number of shares of common stock\npurchasable upon exercise of a warrant and the price at which those shares may be purchased;

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if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;\n

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information with respect to book-entry procedures, if any;

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the antidilution provisions of the warrants, if any;

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any redemption or call provisions;

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whether the warrants are to be sold separately or with other securities as parts of units; and\n

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any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and\nexercise of the warrants.

BOOK-ENTRY ISSUANCE

If any Debt Securities, Preferred Stock, Depositary Shares or other securities registered under the registration statement of which this\nprospectus forms a part (collectively, “Book Entry Securities”) are to be represented by global certificates, The Depository Trust Company (“DTC”) will act as securities depositary for all of the Book Entry Securities, unless\notherwise specified in the prospectus supplement relating to an offering of a particular series of Book Entry Securities.

The following\nis a summary of the depository arrangements applicable to such securities issued in global form and for which DTC, or its successor, acts as depositary (in the United States) or for which either Euroclear Bank, S.A./N.V., or its successor, as\noperator of the Euroclear System, which we refer to as Euroclear, or Clearstream Banking, sociéte anonyme, or its successor, which we refer to as Clearstream, Luxembourg, acts as depositary (outside of the United States). If there are\nany changes from this summary, they will appear in a prospectus supplement.

DTC

If any securities are to be issued in global form, you will not receive a paper certificate representing the securities you have purchased.\nInstead the Company will deposit with DTC or its custodian one or more fully-registered global certificates (“Global Certificates”) registered in the name of Cede & Co. (DTC’s partnership nominee) for the Book Entry\nSecurities, representing the aggregate principal amount of Debt Securities, or the total number of shares of Preferred Stock or Depositary Shares or the other securities, respectively.

Since the Global Certificate is registered in the name of DTC or its nominee, DTC or its nominee is said to have legal or record ownership of\nthe Global Certificate. Persons who buy interests in the Global Security by purchasing securities are said to own a beneficial interest in the Global Security.

Only institutions (sometimes referred to as “participants”) that have accounts with DTC or its nominee or persons that may hold\ninterests through participants, such as individual members of the public, may own beneficial interests in a Global Certificate. Ownership of beneficial interests in a Global Certificate by participants will be evidenced only by, and the transfer of\nthat ownership interest will be effected only through, records maintained by DTC or its nominee.

Ownership of beneficial interests in a\nGlobal Certificate by persons that hold through participants will be evidenced only by, and the transfer of that ownership interest within that participant will be effected only through, records maintained by that participant.

DTC has no knowledge of the actual beneficial owners of the Book Entry Securities. Beneficial owners will not receive written confirmation\nfrom DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the participants through which the beneficial owners\npurchased the securities.

DTC alone is responsible for any aspect of its records, any nominee or any participant relating to, or payments\nmade on account of, beneficial interests in a Global Certificate or for maintaining, supervising or reviewing any of the records of DTC, any nominee or any participant relating to such beneficial interests.

The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form.\nSuch laws may impair the ability to transfer beneficial interests in a Global Certificate.

We have been advised by DTC that upon the\nissuance of a Global Certificate and the deposit of that Global Certificate with DTC, DTC will immediately credit, on its book-entry registration and transfer system, the

\nrespective principal amounts or numbers of shares represented by that Global Certificate to the accounts of its participants.

You will be required to make your initial payment for the Debt Securities in immediately available funds. Secondary market trading between DTC\nparticipants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System.

The Company will pay principal of, and premium, interest or dividends on, securities represented by a Global Certificate registered in the\nname of or held by DTC or its nominee to the relevant paying agent who in turn will make payments to DTC or its nominee, as the case may be, as the registered owner and holder of the Global Certificate representing those securities in immediately\navailable funds. We have been advised by DTC that upon receipt of any payment of principal of, or interest or premium (or contract adjustment payments) on, a Global Certificate, DTC will immediately credit, on its book-entry registration and\ntransfer system, accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal or stated amount of that Global Certificate as shown in the records of DTC. Payments by participants to owners\nof beneficial interests in a Global Certificate held through those participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in\n“street name”, and will be the sole responsibility of those participants, subject to any statutory or regulatory requirements as may be in effect from time to time. If an issue of Book Entry Securities is denominated in a currency other\nthan the U.S. dollar, we will make payments of principal and any interest, as applicable, in the foreign currency in which the Book Entry Securities are denominated or in U.S. dollars. DTC has elected to have all payments of principal and interest\npaid in U.S. dollars unless notified by any of its participants through which an interest in the Book Entry Securities is held that it elects, in accordance with, and to the extent permitted by, the accompanying prospectus supplement and the Book\nEntry Security, to receive payment of principal or interest in the foreign currency. On or prior to the third business day after the record date for payment of interest and 12 days prior to the date for payment of principal, a participant will be\nrequired to notify DTC of (a) its election to receive all, or the specified portion, of payment in the foreign currency and (b) its instructions for wire transfer of payment to a foreign currency account.

Global Certificates are generally not transferable. A Global Certificate is exchangeable for definitive securities (paper certificates)\nregistered in the name of, and a transfer of a Global Certificate may be registered to, any person other than DTC or its nominee, only if:

\n\n\n\n

(a)

DTC notifies us that it is unwilling or unable to continue as depositary for that Global Certificate or if at\nany time DTC ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation and we are unable to locate a qualified successor depositary;

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(b)

we determine in our discretion that the Global Certificate shall be exchangeable for definitive securities in\nregistered form; or

\n\n\n\n

(c)

in the case of Debt Securities, there shall have occurred and be continuing an Event of Default or Covenant\nBreach.

Any Global Certificate representing a Debt Security that is exchangeable pursuant to the preceding paragraph\nwill be exchangeable in whole for definitive Debt Securities in registered form, of like tenor and of an equal aggregate principal amount as the Global Certificate, in denominations specified in the applicable prospectus supplement (if other than\n$1,000 and integral multiples of $1,000). The definitive Debt Securities will be registered by the registrar in the name or names instructed by DTC. We expect that such instructions may be based upon directions received by DTC from its participants\nwith respect to ownership of beneficial interests in the Global Certificate. Any principal, premium and interest will be payable, the transfer of the definitive Debt Securities will be registerable and the definitive Debt Securities will be\nexchangeable at the office specified in the applicable prospectus supplement, provided that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled to that interest payment as of the record\ndate and as shown on the register for the Debt Securities. In the event definitive securities are issued, (i) holders of

\ndefinitive securities will be able to transfer their debt securities, in whole or in part, by surrendering the debt securities for registration of transfer at the corporate trust office of the\napplicable security registrar. We will not charge any fee for the registration or transfer or exchange, except that we may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with\nthe transfer and (ii) any moneys we pay to our paying agents for the payment of principal and interest on a Debt Security that remains unclaimed at the second anniversary of the date such payment was due will be returned to us, and thereafter\nholders of definitive securities may look only to us, as general unsecured creditors, for payment.

DTC may discontinue providing its\nservices as securities depositary with respect to any of the Book Entry Securities at any time by giving reasonable notice to the relevant Trustee (or agent) and the Company. In the event that a successor securities depositary is not obtained,\ndefinitive Debt Security or Preferred Stock certificates representing such Debt Security or Preferred Stock will be printed and delivered. The Company, at its option, may decide to discontinue use of the system of book-entry transfers through DTC\n(or a successor depositary).

Except as provided above, owners of the beneficial interests in a Global Security representing a Debt\nSecurity will not be entitled to receive physical delivery of Debt Securities in definitive form and will not be considered the holders of securities for any purpose under the Indentures.

No Global Security shall be exchangeable except for another Global Security of like denomination and tenor to be registered in the name of DTC\nor its nominee. Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of DTC and, if that person is not a participant, on the procedures of the participant through which that person owns its interest,\nto exercise any rights of a holder under the Global Security or the Indentures.

Redemption notices will be sent to Cede & Co. as\nthe registered holder of the Book Entry Securities. If less than all of a series of the Debt Securities are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then-current\nprocedures.

Although voting with respect to the Book Entry Securities is limited to the holders of record of the Book Entry Securities,\nin those instances in which a vote is required, neither DTC nor Cede & Co. will itself consent or vote with respect to Book Entry Securities. Under its usual procedures, DTC would mail an omnibus proxy (the “Omnibus Proxy”) to\nthe relevant Trustee (or agent) as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts such Book Entry Securities are credited on\nthe record date (identified in a listing attached to the Omnibus Proxy).

DTC has advised us that DTC is a limited purpose trust company\norganized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York\nUniform Commercial Code and a “clearing agency” registered under the Exchange Act. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in\nsuch securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers,\nbanks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust\ncompanies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.

Clearstream, Luxembourg and Euroclear

We\nhave been advised by Clearstream, Luxembourg and Euroclear, respectively, as follows:

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As to Clearstream, Luxembourg: Clearstream, Luxembourg has advised us that it was incorporated as a\nlimited liability company under Luxembourg law.

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Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of\nsecurities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thus eliminating the need for physical movement of certificates. Transactions may be settled by\nClearstream, Luxembourg in many currencies, including United States dollars. Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded\nsecurities, securities lending and borrowing. Clearstream, Luxembourg also deals with domestic securities markets in over 30 countries through established depository and custodial relationships. Clearstream, Luxembourg interfaces with domestic\nmarkets in a number of countries. Clearstream, Luxembourg has established an electronic bridge with Euroclear Bank S.A./N.V., the operator of Euroclear, or the Euroclear operator, to facilitate settlement of trades between Clearstream, Luxembourg\nand Euroclear.

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As a registered bank in Luxembourg, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission\nfor the Supervision of the Financial Sector. Clearstream, Luxembourg customers are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. In the\nUnited States, Clearstream, Luxembourg customers are limited to securities brokers and dealers and banks, and may include the underwriters for the Book Entry Securities. Other institutions that maintain a custodial relationship with a Clearstream,\nLuxembourg customer may obtain indirect access to Clearstream, Luxembourg. Clearstream, Luxembourg is an indirect participant in DTC.

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Distributions with respect to the Book Entry Securities held beneficially through Clearstream, Luxembourg will be\ncredited to cash accounts of Clearstream, Luxembourg customers in accordance with its rules and procedures, to the extent received by Clearstream, Luxembourg.

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As to Euroclear: Euroclear has advised us that it was created in 1968 to hold securities for participants\nof Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates and risk from lack of simultaneous\ntransfers of securities and cash. Transactions may now be settled in many currencies, including United States dollars and Japanese Yen. Euroclear provides various other services, including securities lending and borrowing and interfaces with\ndomestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below.

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Euroclear is operated by the Euroclear operator, under contract with Euroclear plc, a U.K. corporation. The\nEuroclear operator conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator, not Euroclear plc. Euroclear plc establishes policy for Euroclear on behalf of\nEuroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters for the Book Entry Securities. Indirect access to\nEuroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC.

The Euroclear operator is a Belgian bank. The Belgian Banking Commission and the National Bank of Belgium regulate and examine the Euroclear\noperator.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the\nEuroclear Terms and Conditions, and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear operator. Specifically, these terms and conditions govern:

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transfers of securities and cash within Euroclear;

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withdrawal of securities and cash from Euroclear; and

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receipt of payments with respect to securities in Euroclear.

All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance\naccounts. The Euroclear operator acts under the terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding securities through Euroclear participants.

Distributions with respect to Book Entry Securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear\nparticipants in accordance with the Euroclear Terms and Conditions, to the extent received by the Euroclear operator.

Secondary market\ntrading between Clearstream, Luxembourg customers and/or Euroclear participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the\nprocedures applicable to conventional eurobonds in immediately available funds.

Cross-market transfers between persons holding Book Entry\nSecurities directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the\nrelevant European international clearing system by a U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in\naccordance with its rules and procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S.\ndepositary to take action to effect final settlement on its behalf by delivering or receiving Book Entry Securities in DTC, and making or receiving payment in accordance with normal procedures for same-day\nfunds settlement applicable to DTC. Clearstream, Luxembourg customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

Because of time-zone differences, credits of Book Entry Securities received in Clearstream, Luxembourg or Euroclear as a result of a\ntransaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such Book Entry Securities settled during such\nprocessing will be reported to the relevant Clearstream, Luxembourg customers or Euroclear participants on such business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of Book Entry Securities by or through a\nClearstream, Luxembourg customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business\nday following settlement in DTC.

DTC, Clearstream, Luxembourg and Euroclear are under no obligation to perform or continue to perform the\nprocedures described above and such procedures may be discontinued at any time.

The information in this section concerning DTC and\nDTC’s book-entry system as well as Clearstream, Luxembourg and Euroclear and their respective book-entry systems has been obtained from sources that the Company believes to be accurate, but the Company assumes no responsibility for the\naccuracy thereof. The Company does not have any responsibility for the performance by DTC, Clearstream, Luxembourg, Euroclear or participants therein of their respective obligations as described herein or under the rules and procedures governing\ntheir respective operations.

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

Securities offered by the Company

The\nsecurities to be offered by the Company may be sold in a public offering to or through agents, underwriters or dealers designated from time to time or directly to purchasers. The Company may sell its securities as soon as practicable after\neffectiveness of the registration statement of which this prospectus forms a part. The names of any underwriters or dealers involved in the sale of the securities in respect of which this prospectus is delivered, the amount or number of securities\nto be purchased by any such underwriters and any applicable commissions or discounts will be set forth in the applicable prospectus supplement.

Underwriters may offer and sell securities at a fixed price or prices, which may be changed, or from time to time at market prices prevailing\nat the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of securities offered by this prospectus, underwriters may be deemed to have received compensation from the Company in the\nform of underwriting discounts or commissions. Underwriters may sell securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters.

Any underwriters utilized may engage in stabilizing transactions and syndicate covering transactions in accordance with Rule 104 of Regulation\nM under the Exchange Act. Stabilizing transactions permit bids to purchase the offered securities or any underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve purchases of the\nsecurities in the open market after the distribution has been completed in order to cover syndicate short positions. Such stabilizing transactions and syndicate covering transactions may cause the price of the securities to be higher than it would\notherwise be in the absence of such transactions.

Any underwriting compensation paid by the Company to underwriters in connection with\nthe offering of securities, and any discounts, concessions or commissions allowed by such underwriters to participating dealers, will be described in an accompanying prospectus supplement. Underwriters and dealers participating in the distribution\nof securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of such securities may be deemed to be underwriting discounts and commissions, under the Securities Act.\nUnderwriters and dealers may be entitled under agreements with the Company to indemnification against and contribution toward certain civil liabilities, including liabilities under the Securities Act, and to reimbursement by the Company for certain\nexpenses.

In connection with the offering of securities of the Company, the Company may grant to the underwriters an option to purchase\nadditional securities to cover over-allotments, if any, at the initial public offering price (with an additional underwriting commission), as may be set forth in the prospectus supplement for such securities. If the Company grants any over-allotment\noption, the terms of such over-allotment option will be set forth in the prospectus supplement for such securities.

Underwriters and\ndealers and their affiliates and associates may engage in transactions with, or perform services for, the Company and/or any of its affiliates in the ordinary course of business. Certain of the underwriters and dealers, and their affiliates and\nassociates may be customers of, including borrowers from, engage in transactions with, and perform services for, the Company, The Bank of New York Mellon, BNY Mellon, N.A., Pershing LLC and other subsidiaries of the Company in the ordinary course of\nbusiness.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a\nbroad array of investments, including serving as counterparties to certain derivative and hedging arrangements, and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for\ntheir own account and for the accounts of their customers and may hold long and short positions in such securities and instruments. Such investments and securities activities may

\ninvolve securities and/or instruments of ours or our affiliates. If any of the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their\naffiliates that have such a relationship routinely hedge, and certain other of those underwriters or their affiliates that have such a relationship may hedge, their credit exposure to us consistent with their customary risk management policies.\nTypically, these underwriters and their affiliates would hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the\nsecurities offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the debt securities offered hereby. The underwriters and their affiliates may also make investment recommendations and/or\npublish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Securities other than the Common Stock will be new issues of securities and will have no established trading market. Any underwriters to whom\nsuch securities are sold for public offering and sale may make a market in such securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. Such securities may or may not be\nlisted on a national securities exchange. No assurance can be given as to the liquidity of or the existence of trading markets for any securities other than the Common Stock.

The Company may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in\nprivately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short\nsale transactions. If so, the third party may use securities pledged by the Company or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the Company in settlement of those\nderivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement.

Conflicts of Interest

BNY Mellon Capital\nMarkets, LLC, a broker-dealer registered with FINRA and a wholly-owned subsidiary of the Company, may participate in offerings of securities made by means of this prospectus. Accordingly, BNY Mellon Capital Markets, LLC has a “conflict of\ninterest” as defined in FINRA Rule 5121(f)(5)(B), and any offerings made by means of this prospectus will be conducted in compliance with Rule 5121. In general, under Rule 5121, a Qualified Independent Underwriter will not be necessary for\nthese offerings pursuant to Rule 5121(a)(1)(C) or Rule 5121(a)(1)(B), as the Company will be offering securities that have been rated investment grade or in the same series as securities that have been rated investment grade or will be offering\nits Common Stock, which has a bona fide public market for purposes of Rule 5121. No underwriter having a Rule 5121 conflict of interest will be permitted under that rule to confirm sales to any account over which the underwriter exercises\ndiscretionary authority without the specific written approval of the accountholder.

Market-Making Transactions by Affiliates

The Company, BNY Mellon Capital Markets, LLC or any other affiliate controlled by the Company may use this prospectus and the applicable\nprospectus supplement in a market-making transaction involving the securities after the initial sale. These transactions may be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices. The\nCompany and its affiliates may act as principal or agent in these transactions. Our affiliates, including BNY Mellon Capital Markets, LLC, are not obligated to make a market in any of these securities and may discontinue any market-making activities\nat any time without notice.

The securities to be sold in market-making transactions include securities to be issued\nafter the date of this prospectus.

Information about the trade and settlement dates, as well as the purchase price, for a market-making\ntransaction will be provided to the purchaser in a separate confirmation of sale.

Unless you are informed otherwise in the confirmation\nof sale, this prospectus is being used in a market-making transaction.

VALIDITY OF SECURITIES

Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed\nupon for the Company by Sullivan & Cromwell LLP, New York, New York, and for the underwriters, dealer or agent, as the case may be, by Cleary Gottlieb Steen & Hamilton LLP, New York, New York. Cleary Gottlieb Steen &\nHamilton LLP has in the past represented the Company and its affiliates and continues to represent the Company and its affiliates on a regular basis and in a variety of matters.

EXPERTS

The consolidated financial statements of The Bank of New York Mellon Corporation and its subsidiaries as of December 31, 2023 and 2022,\nand for each of the years in the three-year period ended December 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 have been incorporated by reference\nherein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The Bank of New York\nMellon Corporation

1,250,000 Depositary Shares

Each representing a 1/100^th Interest in a Share of

Series O Noncumulative Perpetual Preferred Stock

\n\n\n $\"LOGO\"$ \n

Barclays

BofA\nSecurities

Deutsche Bank Securities

Goldman Sachs & Co. LLC

Morgan Stanley

BNY\nCapital Markets

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