PROPOSED MERGER TRANSACTION YOUR VOTE IS VERY IMPORTANT

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1 The Bank of New York Company, Inc. Mellon Financial Corporation PROPOSED MERGER TRANSACTION YOUR VOTE IS VERY IMPORTANT The Bank of New York Company, Inc. and Mellon Financial Corporation are proposing a business combination transaction, referred to in this joint proxy statement/prospectus as the transaction, involving the mergers of each of Bank of New York and Mellon with and into a newly formed holding company, The Bank of New York Mellon Corporation, referred to in this joint proxy statement/ prospectus as Newco. After the transaction is complete, we believe the combined company will be one of the world s leading financial services growth companies, with global leadership positions in securities servicing and asset and wealth management. Special meetings of shareholders of Bank of New York and Mellon will each be held on May 24, 2007 to vote on, among other things, proposals to (i) adopt the plan of merger, (ii) to approve a provision in Newco s certificate of incorporation requiring 75 percent shareholder approval to change certain bylaw provisions relating to governance matters such as the composition of the board of directors, chairman succession and board committees, as well as corporate and brand names for Newco, during the first 36 months following completion of the transaction and (iii) to approve the number of authorized shares of Newco capital stock as set forth in Newco s certificate of incorporation, each of which is a condition to completion of the transaction. The boards of directors of both companies have adopted the plan of merger. In the transaction, Mellon will merge with and into Newco and, immediately thereafter, Bank of New York will merge with and into Newco. When the transaction is completed, Bank of New York shareholders will receive shares of Newco common stock for each share of Bank of New York common stock then held, and Mellon shareholders will receive one share of Newco common stock for each share of Mellon common stock then held. The exchange ratios are fixed and will not be adjusted to reflect stock price changes. Based on the closing prices of Bank of New York and Mellon common stock on December 1, 2006, the last trading day before public announcement of the transaction, the Bank of New York exchange ratio represented $37.78 in value for each share of Newco common stock and the Mellon exchange ratio represented $40.05 in value for each share of Newco common stock. Based on common stock closing prices on April 13, 2007, the latest practicable date before the date of this document, the Bank of New York exchange ratio represented $40.81 in value for each share of Newco common stock and the Mellon exchange ratio represented $43.26 in value for each share of Newco common stock. You should obtain current market quotations for both Bank of New York and Mellon common stock. Bank of New York and Mellon are both listed on the New York Stock Exchange, under the symbols BK and MEL, respectively. Upon completion of the transaction, Bank of New York and Mellon expect that former Bank of New York shareholders will own approximately 63.2 percent of Newco s outstanding common stock and former Mellon shareholders will own approximately 36.8 percent of Newco s outstanding common stock, based on the number of shares of Bank of New York and Mellon common stock issued and outstanding as of April 12, Based on the current number of shares of Bank of New York and Mellon common stock outstanding and reserved for issuance under employee benefit plans and other arrangements, Newco expects to issue approximately 1.18 billion shares of common stock to Bank of New York and Mellon shareholders in the aggregate upon completion of the transaction. However, any increase or decrease in the number of shares of Bank of New York or Mellon common stock outstanding that occurs for any reason prior to the completion of the transaction would cause the actual number of shares issued upon completion of the transaction to change. The transaction is intended to be generally tax-free to both Bank of New York shareholders and Mellon shareholders, other than with respect to taxes on cash received by Bank of New York shareholders instead of fractional shares of Newco common stock. YOUR VOTE IS IMPORTANT Your vote is important regardless of the number of shares you own, and if you are a Bank of New York shareholder, your failure to vote or an abstention will have the same effect as a vote against the transaction. Whether or not you plan to attend the meeting, please submit your enclosed proxy at your earliest convenience. Internet and telephone voting options are also available and may be found on your proxy. Your boards of directors unanimously recommend that you vote FOR adoption of the plan of merger, FOR the proposal to approve the 75 percent shareholder approval requirement in Newco s certificate of incorporation and FOR the proposal to approve the number of authorized shares of Newco capital stock as set forth in Newco s certificate of incorporation. Approval of each of these proposals is a condition to completion of the transaction. This joint proxy statement/prospectus describes the special shareholders meetings, the transaction, the documents related to the transaction and other related matters. Please read this document carefully and in its entirety, including the section entitled Risk Factors on page 24. We appreciate your cooperation and continued support. Thomas A. Renyi Chairman and Chief Executive Officer The Bank of New York Company, Inc. Robert P. Kelly Chairman, President and Chief Executive Officer Mellon Financial Corporation NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE NEWCO COMMON STOCK TO BE ISSUED IN THE TRANSACTION OR DETERMINED IF THIS JOINT PROXY STATEMENT/PROSPECTUS IS ACCURATE OR ADEQUATE. IT IS ILLEGAL TO TELL YOU OTHERWISE. The securities to be issued in the transaction are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The date of this joint proxy statement/prospectus is April 17, 2007, and it is first being mailed or otherwise delivered to Bank of New York shareholders and Mellon shareholders on or about April 19, 2007.

2 ADDITIONAL INFORMATION This joint proxy statement/prospectus incorporates important business and financial information about Bank of New York and Mellon from documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference into this document through the Securities and Exchange Commission, or SEC, website at or by requesting them in writing or by telephone from the appropriate company: THE BANK OF NEW YORK COMPANY, INC. MELLON FINANCIAL CORPORATION One Wall Street, 9th Floor One Mellon Center, Room 4826 New York, New York Pittsburgh, Pennsylvania Attention: Corporate Secretary Attention: Secretary Telephone: (212) Telephone: (800) If you would like to request documents, please do so by May 17, 2007 to receive them before Bank of New York s special meeting. If you would like to request documents, please do so by May 17, 2007 to receive them before Mellon s special meeting. In addition, if you have questions about the transaction or the Bank of New York or Mellon special meeting, need additional copies of this document or to obtain proxy cards or other information related to the proxy solicitation, you may contact the appropriate contact listed below. You will not be charged for any of the documents that you request. If you are a Bank of New York shareholder: If you are a Mellon shareholder: D.F. King & Co., Inc. Mellon Investor Services LLC 48 Wall Street, 22nd Floor 480 Washington Boulevard New York, New York Jersey City, New Jersey (800) (toll-free) (877) (toll-free) or or (212) (call collect) (201) (call collect) For additional information about documents incorporated by reference into this joint proxy statement/ prospectus, see the section entitled Where You Can Find More Information on page 138.

3 The Bank of New York Company, Inc. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 24, 2007 To the Shareholders of The Bank of New York Company, Inc.: We will hold a special meeting of shareholders at 9:00 a.m., local time, on May 24, 2007 at The Bank of New York, 101 Barclay Street, New York, New York, to consider and vote upon the following matters: a proposal to adopt the plan of merger contained in the Amended and Restated Agreement and Plan of Merger, dated as of December 3, 2006, as amended and restated as of February 23, 2007, and as further amended and restated as of March 30, 2007, between The Bank of New York Company, Inc., Mellon Financial Corporation and The Bank of New York Mellon Corporation, as it may be further amended from time to time, pursuant to which Mellon will be merged with and into a newly formed holding company, named The Bank of New York Mellon Corporation, and immediately thereafter, Bank of New York will be merged into The Bank of New York Mellon Corporation, as more fully described in the attached joint proxy statement/prospectus. A copy of the Agreement and Plan of Merger is attached as Annex A to the joint proxy statement/prospectus; a proposal to approve a provision in the certificate of incorporation of The Bank of New York Mellon Corporation ( Newco ) requiring the affirmative vote of the holders of at least 75 percent of the voting power represented by the outstanding voting shares of Newco in order for the shareholders to modify, amend or repeal the arrangements contained in Article Five of Newco s bylaws during the first 36 months following completion of the transaction, or to adopt any bylaw provision or other resolution inconsistent with such arrangements; a proposal to approve the number of authorized shares of Newco capital stock as set forth in Newco s certificate of incorporation; and a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, including to solicit additional proxies. The close of business on April 12, 2007 has been fixed as the record date for determining those Bank of New York shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only Bank of New York shareholders of record at the close of business on that date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. In order to adopt the plan of merger, the holders of two thirds of the outstanding shares of Bank of New York common stock entitled to vote must vote in favor of approval of the proposal. A failure to vote will have the same effect as a vote against adoption of the plan of merger. Abstentions and broker non-votes will also have the same effect as votes against adoption of the plan of merger. In order to approve each of the three other proposals put forth for shareholder approval at the special meeting, the holders of a majority of the votes cast by Bank of New York shareholders entitled to vote must vote in favor of each proposal. If you wish to attend the special meeting and your shares are held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or nominee to confirm your beneficial ownership of the shares. By Order of the Board of Directors, April 17, 2007 Bart R. Schwartz Corporate Secretary YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE YOUR PROXY BY TELEPHONE OR THROUGH THE INTERNET, AS DESCRIBED ON THE ENCLOSED PROXY CARD, OR COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD OR VOTED BY TELEPHONE OR THROUGH THE INTERNET. PLEASE VOTE AT YOUR FIRST OPPORTUNITY. BANK OF NEW YORK S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ADOPTION OF THE PLAN OF MERGER AND FOR THE TWO PROPOSALS RELATED TO NEWCO S CERTIFICATE OF INCORPORATION, EACH OF WHICH IS A CONDITION TO COMPLETION OF THE TRANSACTION, AND FOR APPROVAL OF ANY ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES.

4 To the Shareholders of Mellon Financial Corporation: MELLON FINANCIAL CORPORATION NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 24, 2007 We will hold a special meeting of shareholders at 10:00 a.m., local time, on May 24, 2007 at The Omni William Penn Hotel, 530 William Penn Place, Pittsburgh, Pennsylvania, to consider and vote upon the following matters: a proposal to adopt the plan of merger contained in the Amended and Restated Agreement and Plan of Merger, dated as of December 3, 2006, as amended and restated as of February 23, 2007, and as further amended and restated as of March 30, 2007, between The Bank of New York Company, Inc., Mellon Financial Corporation and The Bank of New York Mellon Corporation, as it may be further amended from time to time, pursuant to which Mellon will be merged with and into a newly formed holding company, named The Bank of New York Mellon Corporation, and, immediately thereafter, Bank of New York will be merged into The Bank of New York Mellon Corporation, as more fully described in the attached joint proxy statement/prospectus. A copy of the Agreement and Plan of Merger is attached as Annex A to the joint proxy statement/prospectus; a proposal to approve a provision in the certificate of incorporation of The Bank of New York Mellon Corporation ( Newco ) requiring the affirmative vote of the holders of at least 75 percent of the voting power represented by the outstanding voting shares of Newco in order for the shareholders to modify, amend or repeal the arrangements contained in Article Five of Newco s bylaws during the first 36 months following completion of the transaction, or to adopt any bylaw provision or other resolution inconsistent with such arrangements; a proposal to approve the number of authorized shares of Newco capital stock as set forth in Newco s certificate of incorporation; and a proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, including to solicit additional proxies. The close of business on April 12, 2007 has been fixed as the record date for determining those Mellon shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only Mellon shareholders of record at the close of business on that date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. In order for the plan of merger to be adopted by Mellon shareholders and for each of the other proposals to be approved, a majority of the votes cast by Mellon shareholders entitled to vote must be voted in favor of approval of the proposal. If you wish to attend the special meeting and your shares are held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or nominee to confirm your beneficial ownership of the shares. By Order of the Board of Directors, April 17, 2007 Carl Krasik Secretary YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE VOTE YOUR PROXY BY TELEPHONE OR THROUGH THE INTERNET, AS DESCRIBED ON THE ENCLOSED PROXY CARD, OR COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD OR VOTED BY TELEPHONE OR THROUGH THE INTERNET. PLEASE VOTE AT YOUR FIRST OPPORTUNITY. MELLON S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ADOPTION OF THE PLAN OF MERGER, FOR THE TWO PROPOSALS RELATED TO NEWCO S CERTIFICATE OF INCORPORATION, EACH OF WHICH IS A CONDITION TO COMPLETION OF THE TRANSACTION, AND FOR APPROVAL OF ANY ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, INCLUDING TO PERMIT FURTHER SOLICITATION OF PROXIES.

5 TABLE OF CONTENTS SUMMARY... SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BANK OF NEW YORK... SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF MELLON... SELECTED UNAUDITED COMBINED CONSOLIDATED PRO FORMA FINANCIAL DATA.... COMPARATIVE PER SHARE DATA.... QUESTIONS AND ANSWERS ABOUT THE TRANSACTION... CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS... RISK FACTORS... BANK OF NEW YORK SPECIAL MEETING... Date, Time and Place... Matters to be Considered... Proxies... Solicitation of Proxies... Record Date... Quorum and Vote Required... Participants in Bank of New York Employee Plans... Voting by Telephone or Through the Internet... Delivery of Proxy Materials... Recommendations of Bank of New York s Board of Directors... MELLON SPECIAL MEETING... Date, Time and Place... Matters to be Considered... Proxies... Solicitation of Proxies... Record Date... Quorum and Vote Required... Participants in Mellon Employee Plans... Voting by Telephone or Through the Internet... Delivery of Proxy Materials... Recommendations of Mellon s Board of Directors... INFORMATION ABOUT THE COMPANIES... THE TRANSACTION... Structure of the Transaction; Consideration... Background of the Transaction... Bank of New York s Reasons for the Transaction; Recommendation of Bank of New York s Board of Directors... Mellon s Reasons for the Transaction; Recommendation of Mellon s Board of Directors... Senior Management and Board of Directors of Newco Following the Transaction... Interests of Certain Persons in the Transaction... Material United States Federal Income Tax Consequences... Regulatory Matters... Pittsburgh-Area Community Commitments... Stock Repurchases... Page i

6 Accounting Treatment Exchange of Certificates in the Transaction Stock Exchange Listing Fractional Shares No Appraisal or Dissenters Rights Resales of Newco Stock; Stock Transfer Restrictions OPINIONS OF FINANCIAL ADVISORS Opinion of Bank of New York s Financial Advisor Opinions of Mellon s Financial Advisors PROPOSAL NO. 1: THE MERGER AGREEMENT Structure and Effective Time Treatment of Stock Options and Other Equity Awards Conditions to Completion of the Transaction Conduct of Business Prior to Completion of the Transaction Representations and Warranties Reasonable Best Efforts to Obtain Required Shareholder Vote No Solicitation of Alternative Proposals Other Covenants and Agreements Dividends Employee Benefit Plans Termination of the Merger Agreement Corporate Governance Expenses and Fees Possible Alternative Merger Structure Amendments; Waivers PROPOSAL NO. 2: SUPERMAJORITY VOTING PROVISION IN NEWCO S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROPOSAL NO. 3: PROVISION IN NEWCO S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION PROVIDING FOR 3,600,000,000 SHARES OF CAPITAL STOCK AUTHORIZED FOR ISSUANCE PROPOSAL NO. 4: POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING OF EACH OF BANK OF NEW YORK AND MELLON THE STOCK OPTION AGREEMENTS The Stock Options Exercise; Expiration Rights Under the Stock Option Agreements DESCRIPTION OF NEWCO CAPITAL STOCK Common Stock Preferred Stock COMPARISON OF SHAREHOLDERS RIGHTS Authorized Capital Stock Number of Directors Classes of Directors and Cumulative Voting Filling Vacancies on the Board of Directors Removal of Directors Page ii

7 Special Meetings of the Board Shareholder Protection Rights Plans Special Meetings of Shareholders Actions by Shareholders Without a Meeting Amendment of Certificate/Articles of Incorporation and Bylaws Anti-Takeover Provisions Shareholder Nominations of Director Candidates Shareholder Proposals Notice of Shareholders Meetings Limitations on Director Liability Indemnification COMPARATIVE MARKET PRICES AND DIVIDENDS UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL INFORMATION VALIDITY OF COMMON STOCK EXPERTS SHAREHOLDER PROPOSALS WHERE YOU CAN FIND MORE INFORMATION Page ANNEXES ANNEX A ANNEX B ANNEX C ANNEX D ANNEX E-1 ANNEX E-2 Amended and Restated Agreement and Plan of Merger, dated December 3, 2006, as amended and restated as of February 23, 2007, and as further amended and restated as of March 30, 2007, between Mellon Financial Corporation, The Bank of New York Company, Inc. and The Bank of New York Mellon Corporation Stock Option Agreement, dated December 3, 2006, between Mellon Financial Corporation (as issuer) and The Bank of New York Company, Inc. (as grantee) Stock Option Agreement, dated December 3, 2006, between The Bank of New York Company, Inc. (as issuer) and Mellon Financial Corporation (as grantee) Opinion (addressed to Bank of New York s Board of Directors) of Goldman, Sachs & Co., dated December 3, 2006 Opinion (addressed to Mellon s Board of Directors) of UBS Securities LLC, dated December 3, 2006 Opinion (addressed to Mellon s Board of Directors) of Lazard Frères & Co. LLC, dated December 3, 2006 iii

8 SUMMARY This summary highlights material information from this joint proxy statement/prospectus. It may not contain all of the information that may be important to you. You should read the entire document carefully and the other documents to which we refer you in order to fully understand the proposed transaction. In addition, we incorporate by reference into this document important business and financial information about Bank of New York and Mellon. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled Where You Can Find More Information on page 138. Each item in this summary includes a page reference directing you to a more complete description of that item. The Transaction (Page 34) We propose that Bank of New York and Mellon combine through the successive merger of each company with and into Newco, a Delaware corporation formed specifically for this purpose, with Newco surviving. Newco is incorporated in Delaware and, after the transaction, will have its corporate headquarters in New York, New York and the headquarters for its cash management and stock transfer businesses in Pittsburgh, Pennsylvania. In addition, Pittsburgh will be a primary location at which certain administrative functions of Newco, such as human resources, accounting, facilities management, technology and operations, will be conducted. Newco will apply to the New York Stock Exchange to list its common stock for trading under the symbol BK. Bank of New York and Mellon currently expect to complete the transaction in the third quarter of 2007, subject, among other things, to receipt of required shareholder and regulatory approvals. We encourage you to read the merger agreement, which is attached as Annex A. Shareholders of Bank of New York and Mellon Will Receive Shares of Newco Common Stock in the Transaction (Page 33) Bank of New York Shareholders. If you are a Bank of New York shareholder, each of your shares will be converted into the right to receive shares of Newco common stock upon the merger of Bank of New York with and into Newco. This to-1 ratio is sometimes referred to in this joint proxy statement/ prospectus as the Bank of New York exchange ratio. The aggregate number of shares of Newco common stock that a Bank of New York shareholder will be entitled to receive in the transaction is equal to multiplied by the number of Bank of New York shares owned by that shareholder immediately prior to the completion of the transaction. Newco will not issue any fractional shares in the transaction. Instead, it will pay cash for fractional Newco common shares based on the closing price of Mellon common stock on the trading day immediately preceding the date on which the transaction is completed. For example, if you own 100 shares of Bank of New York common stock immediately prior to the merger of Bank of New York with and into Newco, when the transaction is completed, you will be entitled to receive: 94 shares of Newco common stock, and an amount in cash equal to 0.34 (the remaining fractional interest in a Newco common share) multiplied by the closing price of Mellon common stock on the trading day immediately preceding the date on which the transaction is completed. The Bank of New York exchange ratio is a fixed ratio. Therefore, the number of shares of Newco common stock to be received by holders of Bank of New York common stock in the transaction will not change between now and the time the transaction is completed to reflect changes in the trading price of Bank of New York common stock or share repurchases or issuances of common stock by Bank of New York, as permitted by the merger agreement in limited circumstances. 1

9 Mellon Shareholders. If you are a Mellon shareholder, each of your shares will be converted into the right to receive one share of Newco common stock upon the merger of Mellon with and into Newco. This one-to-one ratio is sometimes referred to in this joint proxy statement/prospectus as the Mellon exchange ratio. The aggregate number of shares of Newco common stock that a Mellon shareholder will be entitled to receive in the transaction is equal to the number of Mellon shares owned by that shareholder immediately prior to the completion of the transaction. For example, if you own 100 shares of Mellon common stock immediately prior to the merger of Mellon with and into Newco, when the transaction is completed you will be entitled to receive 100 shares of Newco common stock. The Mellon exchange ratio is a fixed ratio. Therefore, the number of shares of Newco common stock to be received by holders of Mellon common stock in the transaction will not change between now and the time the transaction is completed to reflect changes in the trading price of Mellon common stock or share repurchases or issuances of common stock by Mellon, as permitted by the merger agreement in limited circumstances. Combined Company. Upon completion of the transaction, Bank of New York and Mellon expect that former Bank of New York shareholders will own approximately 63.2 percent of Newco s outstanding common stock and former Mellon shareholders will own approximately 36.8 percent of Newco s outstanding common stock, based on the number of shares of Bank of New York and Mellon common stock issued and outstanding as of December 31, Comparative Market Prices and Share Information (Page 115) Bank of New York common stock is listed on the New York Stock Exchange under the symbol BK. Mellon common stock is listed on the New York Stock Exchange under the symbol MEL. The following table sets forth the closing sale prices per share of Bank of New York common stock and Mellon common stock in each case as reported on the New York Stock Exchange on December 1, 2006, the last trading day before Bank of New York and Mellon announced the transaction, and on April 13, 2007, the last practicable trading day before the distribution of this document, as well the equivalent values per share of Newco common stock. Bank of New York Common Stock Closing Price Per Equivalent Newco Share Mellon Common Stock Closing Price Per Equivalent Newco Share December 1, 2006 (the trading day prior to announcement of the transaction)... $35.48 $37.78 $40.05 $40.05 April 13, $40.17 $40.81 $43.26 $43.26 The market prices of both Bank of New York common stock and Mellon common stock will fluctuate prior to the completion of the transaction. You are encouraged to obtain current stock price quotations for Bank of New York common stock and Mellon common stock. 2

10 Generally Tax-Free Transaction to Bank of New York and Mellon Shareholders (Page 57) Each merger has been structured to qualify as a tax-free reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the transaction that Bank of New York and Mellon each receive a legal opinion that its merger with and into Newco will so qualify. In addition, in connection with the effectiveness of the registration statement of which this document is a part, Bank of New York and Mellon have each received a legal opinion to the same effect. Accordingly, holders of Bank of New York common stock and Mellon common stock generally will not recognize any gain or loss for federal income tax purposes on the exchange of their common stock for Newco common stock in the transaction, except for any gain or loss that may result from the receipt by Bank of New York shareholders of cash instead of fractional shares of Newco common stock. The federal income tax consequences described above may not apply to some holders of Bank of New York common stock or Mellon common stock, including certain holders specifically referred to on page 57. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the tax consequences of the transaction in your particular circumstances, as well as any tax consequences that may arise from the laws of any other taxing jurisdiction. Bank of New York s Board of Directors Unanimously Recommends that You Vote FOR the Adoption of the Plan of Merger, FOR the Proposal to Approve the 75 Percent Shareholder Vote Requirement in Newco s Certificate of Incorporation and FOR the Proposal to Approve the Number of Authorized Shares of Newco Capital Stock, Each of Which is a Condition to Completion of the Transaction (Page 86) Bank of New York s board of directors determined that the transaction, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Bank of New York and its shareholders, and unanimously adopted the plan of merger contained in the merger agreement. For the factors considered by the Bank of New York board of directors in reaching its decision to adopt the plan of merger, see the section entitled The Transaction Bank of New York s Reasons for the Transaction; Recommendation of Bank of New York s Board of Directors beginning on page 40. Bank of New York s board of directors unanimously recommends that Bank of New York shareholders vote (i) FOR the adoption of the plan of merger, (ii) FOR a requirement of 75 percent shareholder approval to change certain corporate governance arrangements during the first 36 months following completion of the transaction and (iii) FOR the approval of the number of authorized shares of Newco capital stock, each of which is a condition to completion of the transaction. The holders of two thirds of the outstanding shares of Bank of New York common stock entitled to vote must vote in favor of the proposal to adopt the plan of merger in order for such proposal to be approved. The two other proposals must be approved by a majority of the votes cast by Bank of New York shareholders entitled to vote. Mellon s Board of Directors Unanimously Recommends that You Vote FOR the Adoption of the Plan of Merger, FOR the Proposal to Approve the 75 Percent Shareholder Vote Requirement in Newco s Certificate of Incorporation and FOR the Proposal to Approve the Number of Authorized Shares of Newco Capital Stock, Each of Which is a Condition to Completion of the Transaction (Page 86) Mellon s board of directors determined that the transaction, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Mellon and its shareholders and has unanimously adopted the plan of merger contained in the merger agreement. For the factors considered by the Mellon board of directors in reaching its decision to adopt the plan of merger, see the section entitled The Transaction Mellon s Reasons for the Transaction; Recommendation of Mellon s Board of Directors beginning on page 43. Mellon s board of directors unanimously recommends that Mellon shareholders vote (i) FOR the adoption of the plan of merger, (ii) FOR a requirement of 75 percent shareholder approval to change certain corporate governance arrangements during the first 36 months following completion of the transaction and (iii) FOR the approval of the number of authorized shares of Newco capital stock, each of which is a condition to completion of the transaction. Each proposal must be approved by a majority of the votes cast by Mellon shareholders entitled to vote. 3

11 Opinion of Bank of New York s Financial Advisor (Page 65) In deciding to adopt the plan of merger contained in the merger agreement, Bank of New York s board of directors considered the opinion of its financial advisor, Goldman, Sachs & Co., which was given to Bank of New York s board of directors on December 3, 2006, that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Goldman Sachs set forth in its opinion, the Bank of New York exchange ratio was fair, from a financial point of view, to the holders of Bank of New York common stock. A copy of the opinion is attached to this joint proxy statement/prospectus as Annex D. Bank of New York shareholders should read the opinion completely and carefully to understand the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Goldman Sachs in providing its opinion. Goldman Sachs opinion was provided to Bank of New York s board of directors in its evaluation of the Bank of New York exchange ratio from a financial point of view, did not address any other aspect of the transaction and did not constitute a recommendation to any shareholder as to how to vote or act with respect to the transaction. Opinions of Mellon s Financial Advisors (Page 75) In connection with the transaction, Mellon s board of directors received separate written opinions from Mellon s financial advisors, UBS Securities LLC and Lazard Frères & Co. LLC, as to the fairness, from a financial point of view and as of the date of such opinions, to holders of Mellon common stock of the Mellon exchange ratio. The written opinions of UBS and Lazard, each dated December 3, 2006, are attached to this joint proxy statement/prospectus as Annex E-1 and Annex E-2, respectively. Holders of Mellon common stock are encouraged to read these opinions carefully in their entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken. UBS and Lazard s opinions were provided to Mellon s board of directors in its evaluation of the Mellon exchange ratio from a financial point of view, do not address any other aspect of the transaction and do not constitute a recommendation to any shareholder as to how to vote or act with respect to the transaction. Senior Management and Board of Directors of Newco Following the Transaction (Page 48) Following completion of the transaction, Thomas A. Renyi, currently Chairman and Chief Executive Officer of Bank of New York, will serve as Executive Chairman of Newco; Robert P. Kelly, currently Chairman, President and Chief Executive Officer of Mellon, will serve as Chief Executive Officer of Newco; and Gerald L. Hassell, currently President of Bank of New York, will serve as President of Newco. Beginning 18 months after the completion of the transaction, or earlier should Mr. Renyi cease to serve as Executive Chairman, Mr. Kelly will succeed Mr. Renyi as Chairman of Newco. Upon completion of the transaction, the Board of Directors of Newco will initially consist of ten current directors of Bank of New York to be designated by Bank of New York, and eight current directors of Mellon to be designated by Mellon. Beginning 18 months after completion of the transaction or earlier if Mr. Kelly earlier succeeds Mr. Renyi as Executive Chairman of Newco (as described above), the number of directors will be reduced to 16, of whom nine will be Bank of New York designees and seven will be Mellon designees. Community Commitments Related to the Pittsburgh Area (Page 61) In connection with the transaction, Bank of New York and Mellon have made certain commitments regarding the Pittsburgh area, including the following: establishment of an advisory board for the Pittsburgh area to advise Newco with respect to its Western Pennsylvania community development and reinvestment, civic and charitable activities in the greater Pittsburgh area and to focus on jobs, monitor the integration status of Newco and foster revenue growth with corporate and wealth management clients throughout Western Pennsylvania; designation of one or more senior executives to head the Pittsburgh office, advise Newco s Chief Executive Officer on Pennsylvania state and civic issues and represent Newco with major Pennsylvania business and civic organizations; establishment of a new $80 million Mellon Charitable Foundation to make grants in Western Pennsylvania; 4

12 in addition to the activities of the Mellon Charitable Foundation, Newco will maintain a strong commitment to charitable giving in the greater Pittsburgh metropolitan area of not less than $1.2 million annually; and subject to business needs, market conditions and other relevant factors, creation of jobs in the Western Pennsylvania area for a specified period after the completion of the transaction so that current Mellon employment levels in Pittsburgh are maintained or increased. Newco s Dividend Policy After the Transaction; Coordination of Dividends (Page 91) Bank of New York and Mellon currently expect that Newco will pay quarterly cash dividends at the initial rate of $0.235 per share of Newco common stock after the completion of the transaction, subject to the discretion of Newco s Board of Directors. The merger agreement permits each of us to continue to pay regular quarterly cash dividends on our common stock prior to completion of the transaction at a rate not to exceed $0.22 per share per quarter. We have also agreed in the merger agreement to coordinate with each other regarding dividend declarations and the related record dates and payment dates so that Bank of New York and Mellon shareholders do not receive more than one dividend, or fail to receive one dividend, for any quarter until the completion of the transaction. The payment of dividends by Bank of New York or Mellon on our common stock in the future is subject to the determination of our respective boards of directors and depends on cash requirements, our financial condition and earnings, legal and regulatory considerations and other factors. Conditions to Completion of the Transaction (Page 86) The completion of the transaction depends on a number of conditions being satisfied or waived, including: adoption of the plan of merger contained in the merger agreement and approval of the two proposals related to Newco s certificate of incorporation by the shareholders of both companies; receipt of required regulatory approvals, which must not be subject to any condition that would have a material adverse effect on Newco; the absence of any governmental action or other legal restraint or prohibition that would prohibit either merger; the listing of the shares of Newco common stock to be issued in the transaction on the New York Stock Exchange; the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part; the receipt by each party of an opinion of their respective counsel that the merger of such party into Newco will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code; the accuracy of the other party s representations and warranties, subject to the material adverse effect standard in the merger agreement; and the other party having performed and complied with its covenants in the merger agreement in all material respects. We cannot be certain when, or if, these conditions will be satisfied or waived. Regulatory Approvals We Must Obtain to Complete the Transaction (Page 60) We cannot complete the transaction unless we obtain the prior approval of various regulatory authorities, including the Board of Governors of the Federal Reserve System, or the Federal Reserve Board. We have made or will make the necessary filings with the Federal Reserve Board. We also have made or will make 5

13 filings with various other federal, state and foreign regulatory agencies and self-regulatory organizations notifying, or requesting approval from, those agencies and organizations for the transaction. Although we currently believe we should be able to obtain all required regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to Newco after the completion of the transaction. Termination of the Merger Agreement (Page 92) We may agree to terminate the merger agreement before completing the transaction, even after adoption of the plan of merger by our shareholders, if both of our boards of directors authorize us to do so. In addition, either party may terminate the merger agreement, even after adoption of the plan of merger by its shareholders, in various circumstances, including the following: if the transaction has not been completed by December 31, 2007; if the other party fails to recommend adoption of the plan of merger to its shareholders or withdraws, modifies or qualifies its recommendation in an adverse manner, materially breaches its non-solicitation covenant or its obligation to use reasonable best efforts to obtain its shareholders approval, negotiates with a third party regarding an acquisition proposal or recommends a third-party acquisition proposal; if a party s shareholders fail to adopt the plan of merger or approve the two proposals related to Newco s certificate of incorporation, and that party substantially engages in a bad faith breach of its obligation to restructure the transaction and/or to re-submit it to its shareholders for approval; if the other party recommends that its shareholders tender their shares or otherwise fails to recommend that its shareholders reject a third-party tender offer or exchange offer for 20 percent or more of the outstanding shares of the other party s common stock; if any of the required regulatory approvals are denied or any governmental order has been issued permanently restraining, enjoining or otherwise prohibiting the transaction, and the denial or order is final and nonappealable; or if there is an uncured breach of the other party s representations, warranties or covenants that would result in the failure of the terminating party s closing conditions. Consideration of Third-Party Acquisition Proposals (Page 89) We have each agreed not to initiate, solicit or encourage proposals from third parties regarding acquisition proposals. Each party also agreed not to engage in negotiations with or provide confidential information to a third party regarding such party or its business. If, however, either party receives an unsolicited acquisition proposal from a third party prior to that party s shareholders meeting, it can participate in negotiations with and provide confidential information to the third party if, among other steps, the party s board of directors concludes in good faith that the proposal is reasonably likely to be a superior proposal to the transaction, as such term is defined in the merger agreement, and the failure to take such actions would violate the board s fiduciary duties. Certain Executive Officers and Directors Have Interests in the Transaction (Page 49) Certain executive officers and directors of Bank of New York and Mellon have interests in the transaction in addition to, or different from, their interests as shareholders. In the case of Bank of New York, these interests include stock options that will be granted only if the transaction is completed, rights of executive officers under transition agreements, and proposed restricted stock 6

14 awards to be recommended to the Human Resources and Compensation Committee of Newco s Board of Directors. Messrs. Renyi and Hassell will receive special option grants, with estimated values of $9,506,000 and $6,790,000, respectively, to be made immediately before (and which will be contingent on) the completion of the transaction. It will be proposed at the organizational meeting of the Human Resources and Compensation Committee of Newco s Board of Directors that certain other executives receive team bonus awards in the form of restricted stock (or restricted stock units) to be granted shortly after the completion of the transaction, with three-year vesting, subject to any accelerated vesting or forfeiture provisions contained in the team bonus award program. The amount of team bonus awards to be proposed for Messrs. Van Saun, Gibbons, Monks, Rogan, Brueckner, Woetzel, Berntsen and Keaney and Ms. Peetz are $4,250,000, $3,750,000, $4,000,000, $3,750,000, $2,500,000, $3,750,000, $2,500,000, $3,750,000 and $3,500,000, respectively. More complete descriptions of the planned grants and awards are found on pages and Under new transition agreements to be entered into in anticipation of the transaction, Bank of New York executive officers who will be executive officers of Newco would be entitled to certain payments and other rights upon involuntary termination of employment without cause or voluntary termination of employment for good reason. No such termination is contemplated. The estimated value of such payments and other rights for Messrs. Renyi, Hassell, Van Saun, Gibbons, Monks, Rogan, Brueckner, Woetzel, Berntsen and Keaney and Ms. Peetz are $4,638,000, $30,242,012, $20,255,556, $14,654,604, $15,919,659, $14,879,362, $11,987,167, $12,272,785, $6,302,373, $7,312,728 and $7,083,500, respectively, assuming a July 1, 2007 termination after completion of the transaction. A more complete description of these payments and rights is found on pages In the case of Mellon, these interests include the rights of certain executive officers under additional equity-based awards that were granted to them by Mellon after the transaction was announced, the rights of certain executive officers under equity-based awards that will be recommended to the Human Resources and Compensation Committee of Newco s Board of Directors for grant at its organizational meeting after the completion of the transaction, the value of unvested equity-based awards that will automatically vest in connection with the transaction for certain executive officers and the rights of certain executive officers under the walk away provisions in their change in control severance agreements. The value of such interests for Messrs. Kelly, Elliott, O Hanley, Lamere, Palermo, Au, Bryson, Hughey and Robison are $1,500,000, $5,753,000 $7,753,00, $8,406,600, $4,350,900, $4,211,100, $76,050, $4,358,529, $58,562 and $3,438,900, respectively. More complete descriptions of these interests, including the assumptions on which the amounts above are based, are found on pages and In recommending that the shareholders adopt the plan of merger, the boards of directors of Bank of New York and Mellon were aware of the fact that certain executive officers have interests that are in addition to, or different from, their interests as shareholders. Mellon Granted a Stock Option to Bank of New York (Page 98) To induce Bank of New York to enter into the merger agreement, Mellon granted Bank of New York an option to purchase up to 82,641,656 shares of Mellon common stock at a price per share equal to the lesser of $40.05 and the closing sale price of Mellon common stock on the trading day immediately preceding the exercise date; but in no case may Bank of New York acquire more than 19.9 percent of the outstanding shares of Mellon common stock under this stock option agreement. Bank of New York cannot exercise the option unless specified triggering events occur. These events generally relate to business combinations or acquisition transactions involving Mellon and a third party. The option could have the effect of discouraging a third party from trying to acquire Mellon prior to completion of the transaction or termination of the merger agreement. Upon the occurrence of certain triggering events, Mellon may be required to repurchase the option and/or any shares of Mellon common stock purchased by Bank of New York under the option at a predetermined price, or Bank of New York may choose 7

15 to surrender the option to Mellon for a cash payment of $725 million. In no event will the total profit received by Bank of New York with respect to this option exceed $825 million. The Mellon stock option agreement is attached as Annex B. Bank of New York Granted a Stock Option to Mellon (Page 98) To induce Mellon to enter into the merger agreement, Bank of New York granted Mellon an option to purchase up to 149,621,546 shares of Bank of New York common stock at a price per share equal to the lesser of $35.48 and the closing sale price of Bank of New York common stock on the trading day immediately preceding the exercise date; but in no case may Mellon acquire more than 19.9 percent of the outstanding shares of Bank of New York common stock under this stock option agreement. Mellon cannot exercise the option unless specified triggering events occur. These events generally relate to business combinations or acquisition transactions involving Bank of New York and a third party. The option could have the effect of discouraging a third party from trying to acquire Bank of New York prior to completion of the transaction or termination of the merger agreement. Upon the occurrence of certain triggering events, Bank of New York may be required to repurchase the option and/or any shares of Bank of New York common stock purchased by Mellon under the option at a predetermined price, or Mellon may choose to surrender the option to Bank of New York for a cash payment of $1.15 billion. In no event will the total profit received by Mellon with respect to this option exceed $1.3 billion. The Bank of New York stock option agreement is attached as Annex C. Accounting Treatment of the Transaction by Newco (Page 62) Newco will account for the transaction as a purchase by Bank of New York of Mellon under U.S. generally accepted accounting principles, or GAAP. Appraisal or Dissenters Rights (Page 64) Bank of New York is incorporated under New York law and Mellon is incorporated under Pennsylvania law. Under both New York and Pennsylvania law, because both companies are publicly traded, neither the shareholders of Bank of New York nor the shareholders of Mellon have appraisal or dissenters rights, or similar rights to a court determination of the fair value of their shares in connection with the transaction. Bank of New York Special Meeting (Page 26) The Bank of New York special meeting will be held at 9:00 a.m. local time on May 24, 2007, at The Bank of New York, 101 Barclay Street in New York, New York. At the Bank of New York special meeting, Bank of New York shareholders will be asked: to adopt the plan of merger contained in the merger agreement; to approve a provision in the certificate of incorporation of Newco requiring the affirmative vote of the holders of at least 75 percent of the voting power represented by the outstanding voting shares of Newco in order for the shareholders to modify, amend or repeal the arrangements contained in Article Five of Newco s bylaws during the first 36 months following completion of the transaction, or to adopt any bylaw provision or other resolution inconsistent with such arrangements; to approve the number of authorized shares of Newco capital stock as set forth in Newco s certificate of incorporation; and to approve the adjournment or postponement of the Bank of New York special meeting, if necessary or appropriate, including to solicit additional proxies. Record Date. Bank of New York shareholders may cast one vote at the Bank of New York special meeting for each share of Bank of New York common stock that was owned at the close of business on April 12, At that date, there were 758,371,196 shares of Bank of New York common stock entitled to be voted at the special meeting. 8