Filed by The Bank of New York Company, Inc.

Pursuant to Rule 425

under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934

Subject Companies: The Bank of New York Company, Inc. (Commission File No.: 1-06152)

Mellon Financial Corporation (Commission File No.: 1-07410)

The information presented below may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current beliefs and expectations and are subject to significant risks and uncertainties. The following risks, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of The Bank of New York Company, Inc. and Mellon Financial Corporation may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the combined company may not realize, to the extent or at the time we expect, revenue synergies and cost savings from the transaction; (3) revenues following the transaction may be lower than expected as a result of losses of customers or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected; and (5) governmental or shareholder approvals of the transaction may not be obtained on the proposed terms or expected timeframe or at all. Additional factors that could cause The Bank of New York Company, Inc.’s and Mellon Financial Corporation’s results to differ materially from those described in the forward-looking statements can be found in The Bank of New York Company, Inc.’s and Mellon Financial Corporation’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission.

Additional Information About this Transaction

The proposed transaction between The Bank of New York Company, Inc. and Mellon Financial Corporation will be submitted to The Bank of New York Company, Inc.’s and Mellon Financial Corporation’s shareholders for their consideration. Shareholders are urged to read the joint proxy statement/prospectus regarding the proposed transaction between The Bank of New York Company, Inc. and Mellon Financial Corporation because it will contain important information. Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about The Bank of New York Company, Inc. and Mellon Financial Corporation, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and other SEC filings that will be incorporated by reference in the joint proxy statement/prospectus will also be available, without charge, from Mellon Financial Corporation, Secretary of Mellon Financial Corporation, One Mellon Center, Pittsburgh, Pennsylvania 15258-0001 (800-205-7699), or from The Bank of New York Company, Inc., Investor Relations, One Wall Street, 31st Floor, New York, New York 10286 (212-635-1578).

Directors and executive officers of The Bank of New York Company, Inc. and Mellon Financial Corporation and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of Mellon Financial Corporation and/or The Bank of New York Company, Inc. in respect of the proposed transaction. Information about the directors and executive officers of Mellon Financial Corporation is set forth in the proxy statement for Mellon Financial Corporation’s 2006 annual meeting of shareholders, as filed with the SEC on March 15, 2006. Information about the directors and executive officers of The Bank of New York Company, Inc. is set forth in the proxy statement for The Bank of New York Company, Inc.’s annual meeting of shareholders, as filed with the SEC on March 24, 2006. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available.

***

Below is a revised version of the investor presentation which was previously filed on December 4, 2006.

A Global Financial Services

Growth Company

December 4, 2006

1

Disclosure and Cautionary Statement

The proposed transaction between The Bank of New York Company, Inc. and Mellon Financial Corporation will be submitted to The Bank of New York Company,

Inc.'s

and

Mellon

Financial

Corporation's

shareholders

for

their

consideration.  Shareholders are urged to read the joint proxy statement/prospectus

regarding the proposed transaction between The Bank of New York Company, Inc. and Mellon Financial Corporation because it will contain

important information.

Shareholders will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing

information about The Bank of New York Company, Inc. and Mellon Financial Corporation, without charge, at the SEC's Internet site (http://www.sec.gov). 

Copies of the joint proxy statement/prospectus and other SEC filings that will be incorporated by reference in the joint proxy statement/prospectus will also be

available, without charge, from Mellon Financial Corporation, Secretary of Mellon Financial Corporation, One Mellon Center, Pittsburgh, Pennsylvania 15258-

0001 (800-205-7699), or from The Bank of New York Company, Inc., Investor Relations, One Wall Street, 31st Floor, New York, New York 10286 (212-635-

1578).

Directors and executive

officers

of

The

Bank

of

New

York

Company,

Inc.

and

Mellon

Financial

Corporation

and

other

persons

may

be

deemed

to

be

participants

in the solicitation of proxies from the shareholders of Mellon Financial Corporation and/or The Bank of New York Company, Inc. in respect of the proposed

transaction.  Information about the directors and executive officers of Mellon Financial Corporation is set forth in the proxy statement for Mellon Financial

Corporation’s 2006 annual meeting of shareholders, as filed with the SEC on March 15, 2006.  Information about the directors and executive officers of The

Bank of New York Company, Inc. is set forth in the proxy statement for The Bank of New York Company, Inc.’s annual meeting of shareholders, as filed with

the SEC on March 24, 2006.  Additional information regarding the

participants in the proxy solicitation and a description of their direct and indirect interests,

by security holdings or otherwise, will be contained in the joint proxy statement/prospectus when it becomes available. 

The information herein contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without

limitation: (i)

statements

about

the

benefits

of

the

transaction

between

The

Bank

of

New

York

Company,

Inc.

and

Mellon

Financial

Corporation,

including

future

financial and operating results, cost savings, enhanced revenues, expected market position of the combined company, and the accretion or dilution to reported

earnings and to cash earnings that may be realized from the transaction; (ii) statements with respect to The Bank of New York Company, Inc.'s and Mellon

Financial Corporation's plans, objectives, expectations and intentions and other statements that are not historical facts; and (iii) other statements identified by

words such

as

"believes",

"expects",

"anticipates",

"estimates",

"intends",

"plans",

"targets",

"projects"

and

similar

expressions.

These

statements

are

based

upon the current beliefs and expectations of The Bank of New York Company, Inc.'s and Mellon Financial Corporation's management and are subject to

significant risks and uncertainties.  Actual results may differ from those set forth in the forward-looking statements.  We will not update these statements as a

result of changes in circumstances or new facts, or for any other reason. 

The following

risks,

among

others,

could

cause

actual

results

to

differ

materially

from

the

anticipated

results

or

other

expectations

expressed

in

the

forward-

looking statements: (1) the businesses of The Bank of New York Company, Inc. and Mellon Financial Corporation may not be integrated successfully or the

integration may be more difficult, time-consuming or costly than expected; (2) the combined company may not realize, to the extent or at the time we expect,

revenue synergies and cost savings from the transaction; (3) revenues following the transaction may be lower than expected as a result of losses of customers

or other reasons; (4) deposit attrition, operating costs, customer loss and business disruption following the transaction, including, without limitation, difficulties

in maintaining

relationships

with

employees,

may

be

greater

than

expected;

(5)

governmental

approvals

of

the

transaction

may

not

be

obtained

on

the

proposed terms or expected timeframe; (6) The Bank of New York Company, Inc.'s and Mellon Financial Corporation's shareholders may fail to approve the

transaction; (7) a weakening of the economies in which the combined company will conduct operations may adversely affect our operating results; (8) the U.S.

and foreign legal and regulatory framework could adversely affect the operating results of the combined company; and (9) fluctuations in interests rates,

currency exchange rates and securities prices may adversely affect the operating results of the combined company.  Additional factors that could cause The

Bank of New York Company, Inc.'s and Mellon Financial Corporation's results to differ materially from those described in the forward-looking statements can be

found in The Bank of New York Company, Inc.'s and Mellon Financial Corporation's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form

10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission and available at the SEC's Internet site (http://www.sec.gov).

2

Strategic

Financial

Operational

Integration

Global leadership in Securities Servicing and Asset

Management

Strongly accretive transaction

Excellent global growth opportunities

Highly complementary businesses with strong leadership

positions

Focused and experienced management team

Disciplined and thoughtful approach

Dedicated and experienced team with proven track record

The Bank of New York Mellon

Delivering superior shareholder value through accelerated growth

3

Compelling Strategic Attributes

Capitalizing on the growth of global financial markets

Strong Market

Positions in

High Growth

Businesses

#1

global custodian with over $16 trillion in AUC

Top 10

asset manager globally and

Top 5

in the U.S

., with more than

$1.0

trillion in AUM

#1

provider of all issuer services

—Corporate Trust,

Depositary

Receipts

and Stock Transfer

#1

provider of clearing services

Top 10

in wealth management with 81 offices in the U

.S.

and UK

Top 10

U.S.

cash management

and global payments

provider

Leading client service scores

in asset servicing, wealth management,

i

ssuer, clearing

,

and treasury services

Experienced, deep and well balanced management team

Business &

Geographic

Diversification

Focused

on high return businesses with strong organic growth track

records

and

enhanced

revenue opportunities

Balanced

synergistic

business mix

—no individual b

usiness

contributes

more than 35

% of pre-tax earnings

Operations in

37

countries worldwide

—approximately 25%

of revenue

derived from higher growth international operations

Reduced volatility through combination of comp

lementary, stable and

synergistic

revenue sources

4

Compelling Financial Rationale

Capitalizing on the growth of global financial markets

Financially

Compelling

Immediately accretive on a cash basis to all shareholders and on a GAAP

basis in 2008

Significant excess capital generation allows for meaningful reinvestment in

organic growth, share repurchases and attractive dividend payout ratio

Attractive IRR, materially exceeding cost of capital for all shareholders

Potential for multiple expansion over time

Potential for significant revenue synergies, not incorporated in financial

projections

Low Risk

Transaction

Disciplined and thoughtful approach to integration—three year process

managed by a dedicated and experienced integration team

Starting from a position of strength—both companies have significant

revenue and earnings momentum 

Combination further diversifies operating risk profile versus

stand alone entities

Best in breed systems with proven and scaleable operating platforms—

many legacy businesses not impacted

5

Transaction Summary

Name:

The Bank of New York Mellon

Overlapping businesses branded BNY Mellon

Exchange Ratio:

New holding company formed:

1:1 Mellon share, 0.9434:1 The Bank of New York share 

Relative Ownership:

63% The Bank of New York/37% Mellon

Board of Directors:

18 Directors—10 The Bank of New York/8 Mellon; includes two

executives from each party

Corporate Headquarters:

New York, NY

Pittsburgh:

HQ for key business units and a Center of Excellence for

Technology, Operations and Administration

Executive Management:

Senior management positions identified

Anticipated Closing:

Approximately July 1, 2007

Dividend:

Quarterly dividend of $0.235 per share

Cost Savings:

Approximately $700 million, phased-in over three years

Revenue Synergies:

Meaningful potential revenue synergies have been identified, but

have not been incorporated into the financial model

Restructuring Charge:

Approximately $1.3 billion, pre-tax

Due Diligence:

Completed

6

Steve Elliott

Co-Head, Integration

Don Monks

Co-Head, Integration

Lisa Peters

Human Resources

Mark Musi

Compliance

Jim Vallone *

Audit

Gerald Hassell

President

Management Depth and Experience

Senior management positions identified

Tom Renyi

Executive Chairman

Bob Kelly

CEO

Gerald Hassell

President

Bruce Van Saun

CFO

Ron O'Hanley

CEO, Asset Management

Todd Gibbons

CRO

Dave Lamere

CEO, Wealth Management

Jon Little

Asset Management

Carl Krasik

General Counsel

* Direct reporting line to Audit Committee of the Board

Note:

Tom Renyi to retire as Executive Chairman and from the Board of Directors 18 months following the close,

at

which

time

Bob

Kelly

will

succeed

him

as

Chairman

of

the

Board. 

Steve Elliott to resign from the Board in conjunction with Tom Renyi's retirement

Karen Peetz

Corporate Trust

Tim Keaney

Co-CEO, Asset Servicing

Jim Palermo

Co-CEO, Asset Servicing

Don Monks

CAO, Head of Operations & Technology

Kurt Woetzel

Chief Information Officer

Brian Rogan

Issuer & Treasury Services

Torry Berntsen

Client Management

Richard Brueckner

CEO, Pershing

7

Enhanced Global Reach and Scale

Approximately 25% of combined revenue derived internationally

•

36 countries

•

54 cities

•

Serving clients in over

100 markets

International Presence

Capitalizing on the Growth

of Global Financial Markets

The Bank of New York Mellon

8

43

27

27

20

20

18

16

13

12

11

0

10

20

30

40

50

243

241

160

119

109

83

81

76

70

59

43

42

39

37

30

27

27

27

27

25

23

23

22

22

20

20

16

12

0

25

50

75

100

125

150

175

200

225

250

275

Scale Enhances Ability to Invest, Compete

and Outperform Globally

Top Trust & Asset Management Providers

by Market Capitalization¹

Notes: Pro forma for pending transactions

1

Market capitalization as of 12/1/06. Excludes insurers

2

Equal

to

combined

market

capitalizations

of

The

Bank

of

New

York

and

Mellon

as

of

12/1/06

3

Mellon currently ranks #28 and Northern Trust #36 among largest U.S. financial services institutions

Top 25 U.S. Financial Services Institutions

by Market Capitalization¹

#1

#11

#18

#28

9

Integration—Thorough and Thoughtful

Process

A True Merger—combination of best of both companies

“Lose no Customers”

philosophy

Commitment to maintaining our #1 customer service standards/levels

Continued emphasis on risk management and compliance

Open communication with all employees

Dedicated integration team led by key senior executives—minimizes

impact on day to day operations

Measured integration process—3 year integration timeframe

Detailed

integration

planning

Integration

complete

1H07

2H07

1H08

2H08

1H09

2H09

Transaction close

Integration of overlapping businesses and shared services

Applications / systems conversions and data center consolidations

10

Clearly Defined Operating Strategy

Focus on high-growth global businesses—Securities Servicing

and Asset Management

Maintain superior client service, investment performance and

the highest fiduciary standards

Achieve competitive margins in each business line

Deploy capital effectively to accelerate long-term growth

and returns

A Global Financial Services Growth Company

11

Business Line

($bn)

(%)

Asset Management &

Wealth Management

1.2

31

Asset Servicing

0.9

24

Issuer Services 

1.0

27

Treasury Services & 

Clearing Services

0.9

23

Other

(0.2)

(5)

Total

$3.8

100

Balanced & Complementary Business Lines

Pro Forma Revenue Mix¹

Pro Forma Pre-Tax Earnings Mix¹

High Return, Low Capital Intensive Business Model Allows

for Significant Reinvestment and Share Repurchases

Note:

1

Represents results through 9/30/06 annualized. The Bank of New York pro forma for Corporate Trust swap transaction

$4.5bn

with cost savings

Business Line

($bn)

(%)

Asset Management &

Wealth Management

3.6

29

Asset Servicing

3.5

28

Issuer Services 

2.2

18

Treasury Services &

Clearing Services

2.5

20

Other

0.7

5

Total

$12.5

100

12

BNY Mellon Asset Management

Combined global AUM of greater than $1.0 trillion as of 9/30/06

Global Asset

Management

1

Notes:

Revenue CAGR represents growth rate from 2003 through year to date 2006 annualized

1

Source: Pensions & Investments; data as of 12/31/05

2

Pro forma for acquisition of Mellon West LB and Walter Scott

3

Based on MLIM and BlackRock’s AUM; consolidated as of 12/31/05

–

Top ten global asset manager

(P&I, September 2006)

–

Top 5 U.S. asset manager

(Institutional Investor, July 2006)

A global leader…

…with strong

international

presence…

–

$176 billion in assets for non-U.S.

clients

1

–

7th largest asset manager in Europe

(Investments & Pensions Europe, June 2006)

–

Over $50 billion in alternative

assets

1

…an expertise

in alternatives…

–

46% of 50 largest global retirement plans

(P&I December 2005)

–

58% of top 50 U.S. corporate plans

(P&I December 2005)

–

46% of top 50 U.S. public plans

(P&I December 2005)

–

40% of top 20 U.S. endowments; 45% of

top 20 foundations

(P&I December 2005)

…and broad

client reach

Greater Opportunity to Drive Growth Globally

from Expanded Presence in Asset Servicing

3 Year Revenue

CAGR of 18%

Ranking

Manager

Assets

($bn)

1

UBS

2,016

2

Barclays GlobalInvestors

1,513

3

Allianz

Group

1,493

4

State Street Global

1,441

5

Fidelity

1,422

6

AXA Group

1,260

7

Capital Group

1,166

8

Credit Suisse

1,128

9

Deutsche Bank

1,027

10

BNY Mellon

2

1,011

11

BlackRock

3

991

12

Vanguard Group

958

13

Mellon

2

856

–

The Bank of New York

155

13

BNY Mellon Wealth Management

Greater than $150 billion in client assets

–

Over 350 years combined experience

serving financially successful families

…and a shared

heritage

–

Industry leading retention and client

satisfaction

…with

outstanding

reputation for

client service…

–

Broad institutional asset class

expertise brought to all clients

…with deep

and broad

capabilities…

–

Top Ten U.S. Wealth Manager with

over $150 billion in client assets

–

81 offices—77 domestic and

4 international

–

Complementary geography

represented in large metropolitan

wealth markets including NYC

A national

leader…

High Growth, High Margin

Business with Expanded Opportunities

Notes:

Fee revenue CAGR represents growth rate from 2003 through year to date 2006 annualized

1   Source: Barron’s; data as of 6/30/06

2   Pro forma for Bank of America’s announced acquisition of U.S. Trust

Ranking

Manager

Assets ($bn)

1

Merrill Lynch

879

2

Citigroup

825

3

Bank of America²

507

4

UBS

378

5

Morgan Stanley

350

6

Wachovia

324

7

Fidelity

299

8

J.P. Morgan

237

9

BNY Mellon

152

10

Goldman Sachs

148

17

Mellon

92

20

The Bank of New York

60

Top U.S. Wealth Managers¹

3 Year Fee Revenue

CAGR of 7%

14

BNY Mellon Asset Servicing

$16.6 trillion AUC as of 9/30/06

Broad Product Capabilities

–

Global Custody

–

Global Fund Services

–

Foreign Exchange

–

Securities Lending

–

Global Liquidity Services

–

Transfer Agency

–

Transition Management

–

Trustee/Depot Bank Services

–

Offshore Fund Administration

–

Benefit Disbursements

–

Performance Analytics

–

Hedge Fund Administration

Scale and Market Leadership

–

$16.6 trillion of assets under custody¹

–

$1.7 trillion in mutual funds under custody²

–

Largest global provider of performance and analytics

–

16% of exchange-traded funds²

–

Largest lender of U.S. Treasury securities and depository

receipts²

–

#1 ranked for service quality and technology

–

#1 ranked provider of FX globally

–

Leading offshore fund administrator

Global Custody Ranking¹

Ranking

Provider

Assets Under

Custody 

($tn)

BNY Mellon

16.6

1

JPMorgan

12.9

2

The Bank of New York

12.2

3

State Street

11.3

4

Citigroup

9.6

5

Mellon

4.4

6

BNP Paribas

4.3

7

Northern Trust

3.3

8

HSBC

3.0²

9

UBS

2.8²

10

U.S. Bancorp

2.3²

Notes:

Revenue CAGR represents growth rate from 2003 through year to date 2006 annualized

1   Data as of 9/30/06

2   Data as of 6/30/06

Increased Scale and Market Leadership Leading to

Greater Growth and Efficiency Globally

3 Year Revenue

CAGR of 13%

15

BNY Mellon Asset Servicing

Highly complementary businesses

The Bank of New York Strengths

Mellon Strengths

Combining Best of Breed Resulting in

Greater Growth and Efficiency Globally

Culture of Quality Service & Delivery

Culture of Disciplined Cost Management

Financial Institution Relationships

Pension Relationships

Custody

Accounting, Performance

& Risk Analytics

Low Cost Locations: Syracuse

& Manchester

Low Cost Locations: Pittsburgh & India

Real-time Global Technology

Client Information Front End

FX, Securities Lending, &

Execution Services

Asset Management Offerings

Hedge Fund Administration

Hedge Fund Administration

16

BNY Mellon Asset Servicing

Complementary client bases

Market Segment Leadership

The Bank of 

New York

Mellon

Combined

Corporate Pensions

Endowments & Foundations

U.S. Public Funds

Mutual Funds

Central Banks

ETFs/UITs

Broker Dealers

Hedge Funds

Increased Scale and Market Leadership Leading to

Greater Growth and Efficiency Globally

17

The Bank of New York Mellon Issuer Services

Global Corporate Trust

–

#1 Overall Global Trustee and #1 Trustee in nearly all

domestic and international debt categories

–

Over $8 trillion in outstanding debt and over 90,000

clients worldwide

–

Well positioned for continued growth of global debt

markets and structured products

–

Corporate Trust swap transaction closed on 10/1/06

Depositary Receipts

–

Market leader with over 1,200 sponsored programs

from 900 issuers in 60 countries

–

#1 market share by all DR programs, trading value,

capital raisings, and successorships

–

Well positioned to benefit from continued market

growth in all geographies and industries

Leadership in High Growth,

High Margin Businesses

3 Year Revenue

CAGR of 14%

3 Year Revenue

CAGR of 28%

Note:

Revenue

CAGR

represents

growth

rate

from

2003

through

year

to

date

2006

annualized.

Global

Corporate

Trust

revenue

CAGR

excludes

revenues

from

Corporate

Trust

swap transaction

18

The Bank of New York Mellon Clearing Services

Pershing

–

Leading provider of clearing and financial advisory

solutions to IBDs and RIAs

–

Over $825 billion in client assets

–

Well positioned to grow RIA market share through

Pershing Advisor Solutions

–

#1 ranked provider of correspondent securities clearing

Broker-Dealer Services

–

One of two U.S. securities clearing agents

–

#1 ranked provider of global collateral management

products

–

Well positioned to benefit from continued growth in

global securities trading

3 Year Revenue

CAGR of 11%

3 Year Fee Revenue

CAGR of 14%

Leadership in High Growth,

High Margin Businesses

Note:

Revenue CAGR represents growth rate from 2003 through year to date 2006 annualized. For Pershing, 2003 amount equal to annualized revenue from date of ownership

19

Transaction Close:

July 1, 2007

Consideration Mix:

100% stock

Structure:

New Holdco formed; 1:1 Mellon share, 0.9434:1 The Bank of New York share

EPS Estimates:

The Bank of New York 

I/B/E/S median EPS estimate of $2.40 for 2007; thereafter, EPS grown at long-term growth rate of 10.8%

Mellon

I/B/E/S median EPS estimate of $2.44 for 2007; thereafter, EPS grown at long-term growth rate of 10.8%

Share Repurchases:

Share repurchases assumed with capital in excess of 5% TCE/TA

–

Represents share repurchases of approximately $1.0 billion in 2008 and $2.1 billion in 2009

Cost Savings:

$700 million, phased-in 15% in 2007, 50% in 2008, 85% in 2009 and 100% thereafter

Revenue Synergies:

No net revenue synergies or attrition assumed

Restructuring Charge:

$1.3 billion, which equates to 185% of one year fully phased-in cost savings

–

85% or $1.1 billion is cash related and funded at 5.25% (pre-tax)

–

$600 million capitalized at close, remaining $700 million incurred over 3 year period

Identified Intangibles:

Identified intangibles of $2.7 billion created

–

Amortized utilizing straight-line methodology over 10 years

Incremental Tax Rate:

38% 

Financial Assumptions

20

Realistic, Deliverable Expense Synergies

Synergies in-line with precedent financial services transactions

Represents approximately 8.5%

of the combined estimated 2006 expenses

–

Approximately 3,900 FTEs

Disciplined Integration Process:

15% realized in ’07, 50% in ’08 and 85% in ‘09

Date

Transaction

% of

Combined

05/25/2006

Regions/AmSouth

10.0

02/15/2006

BlackRock/MLIM

6.8

01/23/2004

Regions/Union Planters

7.0

01/14/2004

JPMorgan/Bank One

7.4

04/15/2001

First Union/Wachovia

8.5

10/04/2000

Firstar/US Bancorp

5.4

03/20/2000

National Commerce/CCB

12.6

03/15/1999

Fleet/BankBoston

8.3

07/01/1998

Star Banc/Firstar

15.0

06/08/1998

Norwest/Wells Fargo

7.7

04/13/1998

NationsBank/BofA

10.0

04/13/1998

Banc One/First Chicago

10.1

Average

9.1%

Business Line

Cost Savings

($mm)

Asset & Wealth Management

50

Securities Servicing

290

Total Direct Expenses

340

Technology

240

Shared Services & Other¹

120

Total

700

Note:  

1

Includes other allocated expenses

21

Merger Related Costs—$1.3 Billion Pre-tax

(Dollars in millions)

Total

Personnel-Related

625

Technology & Facilities

350

Transaction Fees

100

Other¹

225

Total Pre-tax

1,300

Total After-tax

805

Phase-in

Total

2007

725

2008

400

2009

175

Total Pre-tax

1,300

Total After-tax

805

Note:  

1

Other primarily includes asset write-offs, vendor contract modifications and rebranding

22

Pro Forma Impact—EPS

Strongly accretive transaction

Notes:

Operating EPS represents EPS before merger related expenses. Operating cash EPS is equal to operating EPS plus after-tax per share impact of

intangible amortization

1    Assumes transaction close on 7/1/07

2    Assumes 100% of cost savings are phased-in

Financial Rationale is Compelling

Year Ended,

2007/2009

Illustrative

2007

1

2008

2009

CAGR (%)

2009

2

EPS Impact to The Bank of New York

The Bank of New YorkOperating

EPS

$2.40

$2.66

$2.94

10.8

$2.94

Pro Forma Operating

EPS

2.37

2.70

3.17

15.6

3.23

Operating

EPS Accretion/(Dilution) (%)

(1.0)

1.4

7.7

9.8

Pro Forma Operating Cash EPS

$2.52

$2.90

$3.38

15.8

$3.44

Operating Cash EPS Accretion

(%)

1.1

5.3

11.3

13.3

EPS Impact to Mellon

Mellon

Operating

EPS

$2.44

$2.70

$2.99

10.8

$2.99

Pro forma Operating

EPS

2.47

2.86

3.36

16.8

3.43

Operating

EPS Accretion (%)

1.0

5.7

12.3

14.5

Pro Forma Operating Cash EPS

$2.59

$3.07

$3.58

17.5

$3.65

Operating Cash EPS Accretion (%)

4.5

11.9

18.0

20.2

Memo:

Average FD Shares Outstanding

924

1,121

1,091

1,091

23

Meaningful Revenue Synergy Opportunities

(not

assumed in financial model)

Accelerates Revenue Growth

and Enhances Operating Leverage

Breadth of Mellon’s asset management products and services to

The Bank of New York’s securities servicing clients

Breadth of The Bank of New York’s global markets products to

Mellon’s asset servicing and wealth management clients

Breadth of Mellon’s risk services to The Bank of New York’s

servicing clients

Leverage Pershing’s distribution platform to deliver Mellon’s asset

and wealth management products

Leverage The Bank of New York’s credit relationships to distribute

Mellon’s domestic cash management services and stock transfer

Enhanced Income Realization from Existing Client Base

24

The Bank of New York Mellon

Delivering superior shareholder value through accelerated growth

The Bank of New York Mellon

A Global Financial Services Growth Company

Strategic

Financial

Operational

Integration

Global leadership in Securities Servicing and Asset

Management

Strongly accretive transaction

Excellent global growth opportunities

Highly complementary businesses with strong leadership

positions

Focused and experienced management team

Disciplined and thoughtful approach

Dedicated and experienced team with proven track record

25

Appendix

THE BANK

26

Timeline

Time Period

Agenda

January

File S-4 with SEC

Late February/Early March

SEC review completed, estimated 6-8 weeks after filing of S-4

Mid-March

Proxy mailed to shareholders

Second Quarter

Shareholder/regulatory approvals

July 1

st

Estimated Transaction close

27

Combined Balance Sheet

Source:   Publicly available financial statements

Note:  

1

Includes

discontinued

operation

in

“Other

Assets”

and

“Other

Liabilities”

2

Does not include purchase accounting adjustments

As of September 30, 2006

(Dollars in billions)

The Bank

of New York¹

Mellon

Combined²

Cash and Investment Securities

$49.2

$27.2

$76.4

Loans

33.6

5.9

39.5

Goodwill and Intangibles

4.7

2.3

7.0

Other Assets

19.1

7.2

26.3

Total Assets

106.6

42.7

149.3

Deposits

55.0

29.0

83.9

Borrowings

10.6

6.3

16.9

Other Liabilities

30.6

2.9

33.6

Total Liabilities

96.2

38.2

134.3

Total Equity

10.5

4.5

15.0

Total Liabilities and Equity

$106.6

$42.7

$149.3

28

Pro Forma Income Statement

Notes:   Operating net income represents net income before merger related expenses. Operating cash net income is equal to operating net income plus

after-tax impact of intangible amortization

1

Reflects pro forma earnings for six months of The Bank of New York Mellon, assuming transaction close on 7/1/07

2

Assumes 100% of cost savings phased-in

3

Includes restructuring charge funding, share repurchase funding and addback of Mellon’s existing identified intangible amortization

4

Excludes accounting impact of future merger related expenses realized through income statement

Year Ended,

Illustrative

(Dollars in millions)

2007

1

2008

2009

2009

2

The Bank of New York

Stand Alone Net Income

$912

$2,020

$2,237

$2,237

Mellon

Stand Alone Net Income

507

1,122

1,243

1,243

Pro Forma

Net Income—Before Adjustments

1,418

3,142

3,480

3,480

After-tax Adjustments:

Cost Savings

67

230

403

474

Transaction Identified Intangible Amortization

(85)

(169)

(169)

(169)

Other

3

9

0

(47)

(47)

Total After-tax Adjustments

4

(9)

61

187

258

Pro Forma Operating

Net Income

$1,409

$3,203

$3,666

$3,738

Pro Forma Operating

Cash Net Income

$1,529

$3,443

$3,906

$3,978

29

Pro Forma Operating Metrics

Notes:  

1

Pro forma figures reflect purchase accounting adjustments. Adjustments to the income statement are detailed on page 28

2

Pro

forma

for

recent

The

Bank

of

New

York

acquisitions.

Adjusted

for

fully

phased-in

cost

savings

and

restructuring

charge

and

share

repurchase

funding

costs

3

Includes estimated share repurchases of approximately $1.0 billion in 2008

(%)

The Bank

of New York

Mellon

Pro Forma

Combined¹

2008 Estimated

Return on Common Equity

16.1

20.7

11.4

Cash Return on Tangible Common Equity

33.7

43.1

49.2

Last Twelve Months

2

Fee Income Ratio

76.9

90.5

83.0

Pre-tax Margin

36.2

25.3

36.8

Pro Forma Capital

TCE/TA at 9/30/07

nm

nm

4.20

TCE/TA

at 12/31/07

nm

nm

4.50

TCE/TA

at 12/31/08

nm

nm

5.00³

30

$1,290

$1,490

$1,680

$2,130

$560¹

$770¹

4.50%

5.65%

7.00%

0.00

1.00

2.00

3.00

4.00

5.00

6.00

7.00

8.00

12/31/07

12/31/08

12/31/09

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

5,000

Dividends²

Incremental Annual Retained Earnings³

TCE/TA

Pro Forma Capital Generation

Notes:  

1

For the six months ended 12/31/07

2

Assumes 40% dividend payout ratio

3

Assumes no share repurchases

4    TCE/TA ratios as of year-end

4

31

(Dollars in millions)

At Close

2007

2008

2009

2010

2011

Combined Value¹

(45,210)

Combined Cash Net Income

1,460

3,230

3,570

3,940

4,360

After-tax Cost Savings

67

230

403

488

503

After-tax Cash Restructuring Costs²

(382)

(211)

(92)

—

—

Capital Requirements, Net of Funding Costs³

(140)

(300)

(360)

(430)

(500)

Terminal Value (15.4x 1-year Forward GAAP)

4

76,270

Net Cash Flows

(45,210)

1,005

2,949

3,521

3,998

80,633

Internal Rate of Return

Materially exceeds cost of capital

19% Internal Rate of Return

Notes:  

1

Based on closing stock prices as of 12/1/06

2

Assumes 85% of merger related and restructuring costs are cash related

3

Assumes

5%

asset

growth

per

annum

and

target

TCE/TA

of

5.00%

net

of

funding

benefit/(cost)

from

restructuring

charge,

cost

savings

and

change

in

capital

assuming

5.25%

pre-tax rate

4

Based on blended GAAP P/E multiple using I/B/E/S median EPS estimates for 2007 applied to 2012 estimated GAAP net income adjusted for net funding costs

32

The bank