Oversight of the ERISA Fiduciary

April 9, 2008

J. David Thompson

Bank of New York Mellon Corporation

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Fiduciary Profile

Operating in 34 countries and 54 cities. Serving more than 100 markets worldwide

$1T Assets Under Management

$23T Assets Under Custody/Administration

$11T Corporate Trustee Debt Outstanding

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Management of Fiduciary Risk

Definition: Fiduciary Risk is the risk arising from not serving in the best interest of clients

in accordance with governing documents, prudent person principles and applicable

laws, rules and regulations.

Fiduciary Duties:

• Putting client interests first with undivided loyalty

• Acting with the utmost good faith and care

• Acting impartially

• Providing full and fair disclosure of all material facts

• Protecting confidentiality

• Exercising discretion in a prudent manner

Management and Oversight of Fiduciary Risk:

• Managed by Line of Business and assisted by embedded Risk and Compliance Staffs

• Overseen by Committees and Corporate Staff

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Fiduciary Risk Oversight Model

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Fiduciary Risk Management Committee

Duties:

• Monitors and manages enterprise Fiduciary Risk

• Approves Fiduciary Risk Management Policies and Processes

• Oversees compliance with fiduciary regulations

• Oversees adherence to investment guidelines

• Approves business acceptance and administrative processes

• Oversees management of investment volatility risk

• Oversees Line of Business Administrative, Collective Funds, Proxy Policy, and Employer Stock Sub-Committees

Members: Senior Investment, Operations, Risk, Compliance, and Legal Officers

Meetings: Monthly or as necessary. Reports key takeaway items to Senior Risk

Management Committee.

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Oversight of the ERISA Fiduciary

Bank of New York Mellon – Line of Business Administrative Committees

Duties:

• Accepts standard and non-standard business

• Non-standard business must be approved by Operations, Risk, Legal and Compliance

• Approves changes to standard documents

• Resolves or escalates operational, risk, legal or compliance issues

Members: Senior Business Line and Operations Officers. Advised by Risk,

Compliance and Legal Officers.

Meetings: Weekly or as necessary. Key takeaway items reported to Fiduciary Risk

Management Committee.

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Collective Funds Committee

Duties: Oversees the management of all Collective Funds, Common Funds,

Collective Trusts and Pooled Employee Funds:

• Approves the establishment, merger or closing of funds

• Monitors dollar NAV fund market values

• Resolves or escalates compliance, risk, and legal administrative issues

• Manages external auditor relationship

Members: Senior Line of Business, Risk, Compliance and Legal Officers

Meetings: Weekly or as necessary. Key takeaway items reported to Fiduciary Risk

Management Committee.

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Proxy Policy Committee

Duties:

• Makes proxy voting decisions for securities held in fiduciary accounts

• Establishes proxy voting policies, procedures, and guidelines and monitors adherence

• Engages and monitors proxy voting agent

• Approves exceptions to committee voting recommendations

Members: Senior Investment, Risk, Compliance and Legal Officers

Meetings: As determined by Committee Chair. Key takeaway items

reported to Fiduciary Risk Management Committee.

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Employer Stock Committee

Duties:

• Monitors Directed Trustee Accounts which hold Employer Securities

• Ensures compliance with Department of Labor Field Assistance Bulletin

• Resolves or escalates issues

Members: Line of Business, Risk, Compliance and Legal Officers

Meetings: Quarterly or as necessary. Key takeaway items reported to Fiduciary Risk

Management Committee.

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Oversight of the ERISA Fiduciary

Bank of New York Mellon - Key Fiduciary Policies

• Fiduciary responsibilities

• Portfolio account review and investment guidelines

• Use of derivatives in client accounts

• Investment volatility management and oversight

• Fiduciary purchases of securities underwritten by affiliates

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Oversight of the ERISA Fiduciary

Bank of New York Mellon – Issues/Challenges

• Identifying and monitoring all fiduciary activity throughout the enterprise

• Writing and enforcing enterprise policies

• Identifying and managing potential conflicts of interests

• Keeping committee activities focused and efficient

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Oversight of the ERISA Fiduciary

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Questions

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