The Bank of New York Mellon Corporation (BK) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

Unaudited Pro forma Combined Consolidated Financial Information

Mellon Financial Corporation

and

The Bank of New York Company, Inc.

On July 1, 2007, The Bank of New York Company, Inc. (“The Bank of New York”) and Mellon Financial Corporation (“Mellon Financial”) merged into The Bank of New York Mellon Corporation (“The Bank of New York Mellon”). The following Unaudited Pro Forma Combined Consolidated Balance Sheet combines the respective historical Consolidated Balance Sheets of The Bank of New York and Mellon Financial giving effect to the merger as if it had been completed on June 30, 2007. The pro forma balance sheet reflects that the merger was accounted for as a purchase of Mellon Financial by The Bank of New York and, accordingly, includes adjustments to record assets and liabilities of Mellon Financial at their estimated fair values, which are subject to further adjustment as additional information becomes available and additional analyses are performed. The related pro forma adjustments are described in the accompanying Notes to the Unaudited Pro Forma Combined Consolidated Financial Information.

The following Unaudited Pro Forma Combined Consolidated Statements of Income for the six months ended June 30, 2007 and year ended Dec. 31, 2006 combine the respective historical Consolidated Statements of Income of The Bank of New York and Mellon Financial giving effect to the merger as if it had become effective at Jan. 1, 2006 as an acquisition by The Bank of New York of Mellon Financial using the purchase method of accounting and giving effect to the related pro forma adjustments described in the accompanying notes to the Unaudited Pro Forma Combined Consolidated Financial Information.

We anticipate that the merger will provide The Bank of New York Mellon with financial benefits that include reduced operating expenses. The pro forma information does not reflect the benefits of expected cost savings, opportunities to earn additional revenue, the impact of restructuring and transaction-related costs and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of The

Bank of New York Mellon would have been had the merger been completed during these periods.

The unaudited pro forma combined consolidated financial information and notes are presented for illustrative purposes only. They include various estimates, which are subject to material change, and may not necessarily be indicative of the financial position or results of operations that would have occurred if the transaction had been consummated as of the applicable date or which may be attained in the future.

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The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Balance Sheet

June 30, 2007

(in millions)	The Bank of New York			Mellon Financial			Pro Forma Adjustments (Note 5)			Pro Forma Combined
Assets
Cash and due from banks	$	3,265		$	2,110		$	-		$	5,375
Interest-bearing deposits with banks		22,882			4,437			-			27,319
Federal funds sold and securities purchased under resale agreements		11,998			1,381			-			13,379
Securities:
Held-to-maturity		1,416			40			-(	B)		1,456
Available for sale		25,783			18,357			-			44,140
Total securities		27,199			18,397			-			45,596
Trading assets		3,374			1,305			(4)(	P)		4,675
Loans		38,404			7,093			(211)(	C)		45,286
Reserve for loan losses		(282	)		(54	)		10(	C)		(326	)
Net loans		38,122			7,039			(201	)		44,960
Premises and equipment		1,119			536			11(	D)		1,666
Accrued interest receivable		480			92			-			572
Goodwill		5,120			2,558			(2,558)(	A)		15,946
								10,826(	E)
Intangible assets		1,437			367			(367)(	A)		6,539
								5,102(	E)
Other assets		11,332			4,948			(6)(	P)		17,016
								816(	F)
								142(	G)
								(216)(	V)
								5(	K)
								(5)(	W)
Assets of discontinued operations		5			-			-			5
Total assets	$	126,333		$	43,170		$	13,545		$	183,048
Liabilities
Deposits:
Noninterest-bearing deposits (principally domestic offices)	$	20,619		$	8,476		$	-		$	29,095
Interest-bearing deposits in domestic offices		9,680			12,448			4(	H)		22,132
Interest-bearing deposits in foreign offices		51,054			8,062			-			59,116
Total deposits		81,353			28,986			4			110,343
Federal funds purchased and securities sold under repurchase agreements		1,543			1,328			-			2,871
Trading liabilities		2,612			556			(4)(	P)		3,164
Payables to customers and broker-dealers		7,900			-			-			7,900
Other funds borrowed		1,809			59			-			1,868
Accrued taxes and other expenses		4,230			1,494			1,666(	L)		7,390
Other liabilities		4,205			1,254			(6)(	P)		5,663
								(61)(	J)
								138(	M)
								133(	G)
Long-term debt		10,796			4,299			18(	I)		15,113
Liabilities of discontinued operations		56			-			-			56
Total liabilities		114,504			37,976		$	1,888		$	154,368
Shareholders’ equity (Note 4)
Common stock		7,920			294			(8,203	)		11
Additional capital		2,293			2,065			15,151			19,509
Retained earnings		9,571			7,673			(7,673	)		9,571
Accumulated other comprehensive loss, net of tax		(408	)		(122	)		122			(408	)
Treasury stock		(7,544	)		(4,716	)		12,260			-
Loans to ESOP		(3	)		-			-			(3	)
Total shareholders’ equity		11,829			5,194			11,657			28,680
Total liabilities and shareholders’ equity	$	126,333		$	43,170		$	13,545		$	183,048

See accompanying Notes to Unaudited Pro Forma Combined Consolidated Financial Information

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The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Income Statement

For the Six Months Ended June 30, 2007

(in millions)	The Bank of New York			Mellon Financial			Pro Forma Adjustments (Note 5)			Pro Forma Combined
Fee and other revenue
Securities servicing fees:
Asset servicing	$	820		$	533		$	(9	)(T)	$	1,344
Issuer services		686			100			-			786
Clearing and execution services		573			6			(20	)(T)		559
Total securities servicing fees		2,079			639			(29	)		2,689
Asset and wealth management fees		319			1,328			-			1,647
Performance fees		35			77			-			112
Foreign exchange and other trading activities		244			114			-			358
Treasury services		105			132			-			237
Distribution and servicing		4			163			-			167
Investment income		75			63			-			138
Financing-related fees		113			19			-			132
Securities gains		-			3			-			3
Other		81			105			-			186
Total fee and other revenue		3,055			2,643			(29	)		5,669
Interest Revenue
Loans	$	827		$	220		$	6	(C)	$	1,053
Margin loans		172			-			-			172
Securities:
Taxable		622			461			4	(X)		1,087
Exempt from federal income taxes		2			16			-			18
Total securities income		624			477			4			1,105
Deposits in banks		378			77			-			455
Federal funds sold and securities purchased under resale agreements		134			37			-			171
Trading assets		48			5			-			53
Total interest revenue		2,183			816			10			3,009
Interest Expense
Deposits		887			360			-			1,247
Federal funds purchased and securities sold under repurchase agreements		35			31			-			66
Other borrowed funds		36			5			-			41
Customer payables		89			-			-			89
Long-term debt		257			162			(3	)(I)		416
Funding of discontinued operations		-			(1	)		-			(1	)
Total interest expense		1,304			557			(3	)		1,858
Net interest revenue		879			259			13			1,151
Provision for credit losses		(30	)		-			-			(30	)
Net interest revenue after provision for credit losses		909			259			13			1,181
Noninterest Expense
Staff		1,472			1,088			4	(O)		2,535
								(29	)(K)
Professional, legal and other purchased services		262			236			-			498
Distribution and servicing		8			293			(28	)(T)		233
								(40	)(V)
Net occupancy		160			147			3	(G)		310
Furniture and equipment		104			54			-			158
Software		111			38			-			149
Business development		67			63			-			130
Sub-custodian expenses		76			35			(1	)(T)		110
Clearing and execution		81			-			-			81
Communications		42			16			-			58
Other		159			198			-			357
Subtotal		2,542			2,168			(91	)		4,619
Amortization of intangible assets		57			23			184	(E)		241
								(23	)(S)
Merger and integration expense		62			124			(163	)(R)		23
Total noninterest expense		2,661			2,315			(93	)		4,883

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The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Income Statement

For the Six Months Ended June 30, 2007-(continued)

(in millions, except per share amounts)	The Bank of New York		Mellon Financial		Pro Forma Adjustments (Note 5)			Pro Forma Combined
Income
Income from continuing operations before income taxes	$	1,303	$	587	$	77		$	1,967
Provision for income taxes		418		63		33	(U)		514
Income from continuing operations	$	885	$	524		44			1,453
Earnings per Shares
Basic	$	1.18	$	1.27				$	1.29
Diluted	$	1.16	$	1.25				$	1.27
Average Share Outstanding(in thousands)
Basic		751,557		413,053					1,122,072	(Q)
Diluted		764,559		419,030					1,140,315	(Q)

See accompanying Notes to Unaudited Pro Forma Combined Consolidated Financial Information.

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The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Income Statement

For the Year Ended Dec. 31, 2006

(in millions)	The Bank of New York			Mellon Financial			Pro Forma Adjustments (Note 5)			Pro Forma Combined
Fee and other revenue
Securities servicing fees:
Asset servicing	$	1,401		$	945		$	(17	)(T)	$	2,329
Issuer services		895			196			-			1,091
Clearing and execution services		1,248			9			(33	)(T)		1,224
Total securities servicing fees		3,544			1,150			(50	)		4,644
Asset and wealth management fees		545			2,202			-			2,747
Performance fees		35			358			-			393
Foreign exchange and other trading activities		420			250			-			670
Treasury services		209			271			-			480
Distribution and servicing		6			278			-			284
Investment income		155			88			-			243
Financing-related fees		250			45			-			295
Securities gains		2			3			-			5
Other		173			210			-			383
Total fee and other revenue		5,339			4,855			(50	)		10,144
Interest Revenue
Loans		1,449			397		$	13	(C)	$	1,859
Margin loans		330			-			-			330
Securities:
Taxable		1,101			859			9	(X)		1,969
Exempt from federal income taxes		29			35			-			64
Total securities		1,130			894			9			2,033
Deposits in banks		538			105			-			643
Federal funds sold and securities purchased under resale agreements		130			40			-			170
Trading assets		163			9			-			172
Total interest revenue		3,740			1,445			22			5,207
Interest Expense
Deposits		1,434			641			-			2,075
Federal funds purchased and securities sold under repurchase agreements		104			79			-			183
Other borrowed funds		100			17			-			117
Customer payables		167			-			-			167
Long-term debt		436			297			(8	)(I)		725
Funding of discontinued operations		-			(49	)		-			(49	)
Total interest expense		2,241			985			(8	)		3,218
Net interest revenue		1,499			460			30			1,989
Provision for credit losses		(20	)		2			-			(18	)
Net interest revenue after provision for credit losses		1,519			458			30			2,007
Noninterest Expense
Staff		2,640			2,147			6	(O)		4,734
								(59	)(K)
Professional, legal and other purchased services		381			462			(3	)(T)		840
Distribution and servicing		17			503			(47	)(T)		429
								(44	)(V)
Net occupancy		279			236			4	(G)		519
Furniture and equipment		190			106			-			296
Software		220			77			-			297
Business development		108			114			-			222
Sub-custodian expenses		134			55			-			189
Clearing and execution		199			-			-			199
Communications		97			33			-			130
Other		241			279			-			520
Subtotal		4,506			4,012			(143	)		8,375
Amortization of intangible assets		76			44			383	(E)		459
								(44	)(S)
Merger and integration expense		106			11			(11	)(R)		106
Total noninterest expense		4,688			4,067			185			8,940

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The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Income Statement

For the Year Ended Dec. 31, 2006-(continued)

(in millions, except per share amounts)	The Bank of New York		Mellon Financial		Pro Forma Adjustments (Note 5)			Pro Forma Combined
Income
Income from continuing operations before income taxes	$	2,170	$	1,246	$	(205	)	$	3,211
Provision for income taxes		694		314		(71	)(U)		937
Income from continuing operations	$	1,476	$	932	$	(134	)	$	2,274
Earnings per Share
Basic	$	1.95	$	2.28				$	2.03
Diluted	$	1.93	$	2.25				$	2.00
Average Shares Outstanding (in thousands)
Basic		755,849		408,954					1,122,022	(Q)
Diluted		765,708		413,950					1,136,319	(Q)

See accompanying Notes to Unaudited Pro Forma Combined Consolidated Financial Information.

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

Six Months Ended June 30, 2007 and Year Ended Dec. 31, 2006

Note 1 — Purchase business combination

The transaction was accounted for as an acquisition of Mellon Financial by The Bank of New York using the purchase method of accounting and, accordingly, the assets and liabilities of Mellon Financial were recorded at their respective fair values on the date the transaction was completed. The transaction was effected by the issuance of The Bank of New York Mellon’s common stock, $0.01 par value per share, to The Bank of New York shareholders and Mellon Financial shareholders. Each share of The Bank of New York common stock was exchanged for 0.9434 shares of The Bank of New York Mellon common stock, and each share of Mellon Financial common stock was exchanged for one share of The Bank of New York Mellon common stock. The shares of The Bank of New York Mellon common stock issued to effect the transaction were recorded at $39.86 per share. This amount was determined by averaging the closing price of The Bank of New York common stock for the two trading days before the Dec. 4, 2006 announcement of the transaction and the two trading days after the announcement of the transaction (which includes the day of the announcement), and dividing by The Bank of New York exchange ratio.

If a shareholder of The Bank of New York was otherwise entitled to a fractional share of The Bank of New York Mellon common stock, cash was issued instead of such fraction share of The Bank of New York Mellon common stock. The pro forma financial statements do not present an estimate of such cash, which was not material and was funded by cash on hand.

The allocation of the transaction’s purchase price included in the unaudited pro forma combined financial information is expected to be completed in the third quarter of 2007 after thorough analyses to determine the fair values of Mellon Financial’s tangible and identifiable intangible assets and liabilities as of July 1, 2007. The pro forma financial information presented includes adjustments to record certain tangible and identifiable intangible assets and liabilities of Mellon Financial at their respective estimated fair values. The pro forma adjustments included in this pro forma financial information are subject to updates as additional information becomes available and as additional

analyses are performed and may be recorded for up to one year from the merger date. Any change in the estimated fair value of the net assets of Mellon Financial may change the amount of the purchase price allocable to goodwill. Material intercompany transactions have been eliminated from the unaudited pro forma combined consolidated financial information.

The goodwill recorded in connection with the merger is not subject to amortization and none is deductible for tax purposes. The customer relationships, customer contract-based, core deposit and noncompete intangibles will be amortized over their estimated economic lives based on the pattern of usage or consumption, if determinable. Mutual fund advisory contract and trade name intangibles with indefinite lives will not be subject to amortization in accordance with the provisions of SFAS No. 142.

The Bank of New York Mellon is in the process of finalizing the allocation method of the goodwill and intangibles to reportable segments and expects to complete the allocation in the third quarter of 2007.

Note 2 — Pro forma financial information

Pro forma financial information for the transaction is included as of June 30, 2007 and for the six months ended June 30, 2007 and for the year ended Dec. 31, 2006. The pro forma adjustments in the pro forma financial statements reflect the right of each Mellon Financial shareholder to receive one share of The Bank of New York Mellon common stock for each share of Mellon Financial held by such holder of record, based on the number of shares of Mellon Financial that were outstanding on June 30, 2007. The unaudited pro forma financial information presented in the pro forma financial statements is not necessarily indicative of the results of operations in future periods or the future financial position of The Bank of New York Mellon.

The pro forma balance sheet adjustments reflect the issuance of 1.135 billion shares of The Bank of New York Mellon common stock with an aggregate par value of $11 million and an increase in paid-in capital of $15.2 billion as shown in Note 4; goodwill of $10.8 billion as shown in Note 3; and amortizing and indefinite-lived intangibles of $2.7 billion and

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

$2.4 billion, respectively, as shown in Note 5. Also included in the pro forma balance sheet adjustments is an increase in other liabilities, which includes estimated exit and transaction costs of $138 million, other asset and liability fair value adjustments, and an increase of $1.7 billion in deferred income taxes.

Upon completion of the merger, The Bank of New York stock options were exchanged for stock options in The Bank of New York Mellon and the exercise price per share was adjusted for the 0.9434 exchange ratio.

Mellon Financial stock options were exchanged for stock options in The Bank of New York Mellon and the option price per share was not adjusted as the exchange ratio is one Mellon Financial share for one The Bank of New York Mellon share. All unvested Mellon Financial options granted prior to Dec. 4, 2006 were accelerated upon approval of the transaction by Mellon Financial’s shareholders on May 24, 2007, except for those for which waivers to acceleration were obtained. Vested stock options issued by The Bank of New York Mellon in exchange for options held by employees and directors of Mellon Financial were considered part of the purchase price. Accordingly, the purchase price includes an estimated fair value of stock options of $302 million.

The fair value of The Bank of New York Mellon stock options that were issued in exchange for Mellon Financial stock options was estimated by using the Black-Scholes option pricing model with market assumptions. Option pricing models require the use of highly subjective market assumptions, including expected stock price volatility, which if changed can materially affect fair value estimates. The more significant assumptions used in estimating the fair value included volatility of 25 percent, a dividend yield of 2.20 percent, an expected life of 50-75 percent of the remaining contractual terms and a risk-free interest rate for U.S. government bonds having a remaining life equal to the respective options’ expected lives.

The estimated exit cost liabilities incurred in the transaction consisted principally of personnel-related costs, which included involuntary termination benefits for Mellon Financial employees to be severed in connection with the transaction, relocation costs for continuing Mellon Financial

employees and costs to cancel contracts of Mellon Financial that will provide no future benefit to The Bank of New York Mellon. The estimated $76 million of exit cost liabilities include only those costs associated with Mellon Financial. The estimated transaction costs of $62 million are included in goodwill.

During the six months ended June 30, 2007 and year ended Dec. 31, 2006, The Bank of New York and Mellon Financial acquired businesses or portions of businesses which are included herein only from the date of completion.

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

Note 3 — Purchase price and goodwill

The computation of the purchase price, the allocation of the purchase price to the net assets of Mellon Financial based on fair values estimated at June 30, 2007, the estimated intangibles and the resulting amount of goodwill follows:

(dollar amounts in millions, except per share amounts)	June 30, 2007
Purchase price of Mellon Financial:
Mellon Financial net common shares outstanding		418,330,448
Exchange ratio		1.00
The Bank of New York Mellon shares		418,330,448
Average price per share (Note 1)	$	39.86
Purchase price of Mellon
Financial shares				$	16,675
Estimated fair value of outstanding Mellon Financial stock options					302(	N)
Total purchase price				$	16,977
Net Mellon Financial assets acquired:
Mellon Financial shareholders’ equity				$	5,194
Mellon Financial goodwill and intangibles					(2,925)(	A)
Unrecognized compensation on unvested stock options and restricted stock					126(	O)
Estimated adjustments to reflect assets at fair value:					(201)(	C)
Loans and leases, net
Premises and equipment					11(	D)
Identified intangibles					5,102(	E)
Other assets					742(F)(	G)(K)
					(	V)(W)
Estimated adjustments to reflect liabilities at fair value:
Deposits					(4)(	H)
Long-term debt					(18)(	I)
Other liabilities					(72)(	G)(J)
Deferred taxes
Related to increased intangibles carrying value		(1,728	)
Related to stock options		(39	)
Related to all other adjustments		101
Total deferred tax adjustments					(1,666)(	L)
Estimated exit and transactions costs					(138)(	M)
Total net assets acquired and adjustment to fair value					6,151
Goodwill				$	10,826

See Note 5 for footnote explanations.

Note 4 — Pro forma consolidated shareholders’ equity

The pro forma adjustments related to shareholders’ equity on the pro forma combined consolidated balance sheet at June 30, 2007, are presented below.

(dollar amounts in millions, except per share amounts)	June 30, 2007
Common stock:
Mellon Financial common shares	418,330,448
Exchange ratio	1.00
The Bank of New York Mellon shares	418,330,448
Par value of The Bank of New York Mellon at $0.01		$	4
Less: Mellon Financial common stock			(294	)
Adjustment			(290	)
The Bank of New York common shares (including shares loaned to ESOP)	760,118,555
Exchange ratio	.9434
The Bank of New York Mellon shares	717,095,845
Par value of The Bank of New York Mellon at $0.01			7
Less: The Bank of New York common stock			(7,920	)
Adjustment			(7,913	)
Total pro forma adjustment		$	(8,203	)
Additional capital:
Common stock--Mellon Financial		$	290
Common stock--The Bank of New York			7,913
Mellon Financial treasury stock retirement			(4,716	)
The Bank of New York treasury stock retirement			(7,544	)
Mellon Financial accumulated other comprehensive income			(122	)
Mellon Financial retained earnings			7,673
Purchase price—Mellon Financial common stock (Note 3)			16,675
Estimated fair value of vested Mellon Financial stock options (Note 3)			302
Unrecognized compensation on unvested Mellon Financial stock options and restricted stock			(126	)
Mellon Financial shareholder’s equity			(5,194	)
Total pro forma adjustment		$	15,151
Retained earnings pro forma adjustment--Mellon Financial		$	(7,673	)
Accumulated other comprehensive income pro forma adjustment--Mellon Financial		$	122
Treasury stock pro forma adjustment:
Mellon Financial		$	4,716
The Bank of New York			7,544
Total pro forma adjustment		$	12,260

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

Note 5 -- Pro forma adjustments to financial statements

(A) Adjustment to write off historical Mellon Financial goodwill and intangibles from prior acquisitions.

(B) Adjustment to fair value Mellon Financial’s held-to-maturity investment securities was less than $1 million.

(C) Adjustment to fair value Mellon Financial’s loan and lease portfolios. The adjustment to loans will be recognized over the respective remaining terms of the loans, which have a weighted average remaining life of approximately 5 years. The adjustment to lease finance assets in accordance with FASB Interpretation No. 21 (Accounting for Leases in a Business Combination) adjusts the lease finance assets carrying value to the present value of after-tax cash flows using current yields, as well as reverses the deferred tax liability that had previously been recorded on these lease finance assets by Mellon Financial. The adjustment to lease finance assets will be recognized over the respective remaining terms of the leases, which have a weighted average remaining life of approximately 9 years. The estimated impact of the adjustment of loans and leases, assuming the transaction had been completed on Jan. 1, 2006, would be an increase in interest revenue of $13 million, $14 million, $15 million, $15 million and $14 million for the years 2006 through 2010, respectively, and an increase of $6 million for the six months ended June 30, 2007. Based on current information regarding Mellon Financial’s loan portfolio, there are no material estimated differences between the contractual cash flows and the cash flows expected to be collected attributable to credit quality; accordingly, no such adjustment was applied. The pro forma adjustment reduces the reserve for losses on loans and lease finance assets by $10 million, primarily to reflect the base credit reserve that would have been recorded on the adjusted carrying value of the lease finance assets.

(D) Adjustment to fair value Mellon Financial premises and equipment. The impact of the adjustment to pro forma net occupancy expense and furniture and equipment expense would have been less than $1 million for the year ended Dec. 31, 2006 and the six months ended June 30, 2007.

(E) Adjustment to record goodwill and identifiable intangible assets resulting from the transaction based on estimated fair values as summarized in Note 3. The pro forma amortization expense of the estimated customer relationship, customer contract-based and core deposit intangible assets with estimable lives are estimated based on a pattern consistent with the assets’ identifiable cash flows, and the amortization expense of non-compete agreements is estimated using a straight-line method. The initial estimates of the fair values, amortization expense and lives are as follows:

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

	Estimated fair value		Pro forma amortization expense				Estimated Lives or Contract Terms
(in millions)			Year ended Dec. 31, 2006		Six months ended June 30, 2007
Amortizing intangibles:
Asset management customer relationships	$	1,907	$	276	$	133	14 years
Customer contracts in asset servicing, processing and shareholder services businesses		711		57		27	24 years
Core deposits		106		47		22	5 years
Non-compete agreements		21		3		2	6 years
Indefinite-lived intangibles:
Mutual funds advisory contracts		1,357		N/A		N/A	N/A
Trade names		1,000		N/A		N/A	N/A
Total	$	5,102	$	383	$	184

N/A—Not applicable.

(F) Adjustment of $816 million to fair value Mellon Financial’s investments in strategic joint ventures, recorded in Other assets.

(G) Adjustments of $142 million in Other assets to record the favorable impact of operating leases, and $133 million in Other liabilities to record the unfavorable impact of operating leases, compared to current market rates for the remainder of the lease terms. The estimated impact of the adjustment to current market rates, assuming the transaction had been completed on Jan. 1, 2006, would be an increase in net occupancy expense of approximately $4 million for the year 2006, $5 million for the year 2007, $6 million for the years 2008 and 2009, $5 million for the year 2010 and $3 million for the six months ended June 30, 2007.

(H) Adjustment to fair value Mellon Financial’s term deposit liabilities based on current interest rates for similar instruments. The adjustment will be recognized over the weighted average estimated remaining term of the related deposit liabilities of 5 years. This adjustment increases pro forma interest expense by less than $1 million for the year ended Dec. 31, 2006 and for the six months ended June 30, 2007.

(I) Adjustment to fair value Mellon Financial’s notes, debentures and junior subordinated debentures, all of which are included as Long-term debt in the Combined Consolidated Balance Sheet. The adjustment will be recognized over the respective remaining lives of the instruments, which have a weighted average life of 10 years. The estimated impact of the $18 million pro forma adjustment of long-term debt, assuming the

transaction had been completed on Jan. 1, 2006, would be decreases in interest expense of $8 million, $5 million, $3 million, $1 million and an increase of $1 million for the years 2006 through 2010, respectively, and a decrease in interest expense of $3 million for the six months ended June 30, 2007. These were estimated using a straight-line basis over the respective remaining maturities of the long-term debt instruments.

(J) Adjustment to reverse $61 million of accrued liabilities related to Mellon Financial’s operating leases with either free rent periods or “step-up” annual lease payments that were recorded under SFAS No. 13 (Accounting for Leases). Under SFAS No. 13, the expense related to operating leases with lease payments increasing subsequent to the date of the completion of the transaction will be recorded on a straight-line basis over the respective leases’ remaining terms. The accrual increased from Jan. 1, 2006 to June 30, 2007; accordingly, no pro forma adjustment to reduce rental expense is presumed to have occurred for the year ended Dec. 31, 2006 or the six months ended June 30, 2007.

(K) Adjustment to increase the net asset for pension and other post-retirement benefits by $5 million based on the actual market value of pension plan assets and remeasurement of benefit obligations including the impact of current market discount rates and mortality assumptions and the effect of a pre-existing change of control provision for certain employees in Mellon Financial’s pension plan. The estimated impact of these pro forma adjustments, assuming the merger had been

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

completed on Jan. 1, 2006, would be a decrease in net periodic pension and other post-retirement benefit costs of approximately $59 million in 2006, $59 million in 2007, $42 million in 2008, $31 million in 2009, $24 million in 2010 and $29 million for the six months ended June 30, 2007. The pro forma estimated decrease in net periodic pension and other post-retirement benefit cost for 2006 was assumed to be the estimated 2007 decrease as the impacts on net periodic pension and other post retirement benefit costs were remeasured at the July 1, 2007 merger date. The estimated decrease in net periodic pension and other post-retirement benefit costs is primarily attributable to the elimination of amortization amounts for outstanding balances of transition obligations, prior service costs and net actuarial gains or losses as of the transaction date which, in absence of the merger, would have been reflected in future years as adjustments to accumulated other comprehensive income.

(L) Adjustment to record the tax effects of the pro forma adjustments in the Balance Sheet, except the adjustment to lease finance assets (as described in Note C above), using a combined federal, state and foreign tax rate of approximately 36.4 percent.

(M) Adjustment to record as liabilities the estimated exit costs related to Mellon Financial and transaction costs incurred by The Bank of New York, both of which are included in the merger and integration costs, discussed further in Note 6. The estimated exit costs will include severance (including the effect of change in control provisions in Mellon Financial’s displacement program) and relocation costs of continuing Mellon Financial employees, costs to cancel contracts of Mellon Financial that will provide no future benefit to The Bank of New York Mellon, and other costs. Also included in the pro forma adjustment is $62 million for The Bank of New York’s investment bankers, attorneys, and other transaction-related costs.

(N) Adjustment to record the fair value of Mellon Financial’s employees’ stock options and directors’ stock options and deferred share units. The fair value of Mellon Financial’s stock options to be exchanged for The Bank of New York Mellon options was estimated using a Black-Scholes pricing model. Option pricing models require the use of

highly subjective assumptions including expected stock price and volatility that, when changed, can materially affect fair value estimates. The more significant assumptions used in estimating the fair value include volatility of 25 percent, a dividend yield of 2.20 percent, an expected life of 50 to 75 percent of the remaining contractual terms and a risk-free interest rate for U.S. government bonds having a remaining life equal to the respective options’ expected lives.

(O) Adjustment to increase staff expense resulting from the revaluation of Mellon Financial’s unvested awards, primarily for those individuals who elected to waive acceleration of vesting. The original valuations of these awards were determined by Mellon Financial at the original grant dates. The unrecognized compensation expense for these stock-based awards and those issued in the six months ended June 30, 2007 was $126 million at June 30, 2007. Annual compensation expense related to these awards is expected to be greater than historic compensation expense due to the increase in the value of the awards upon remeasurement. For unvested stock options, the average remaining vesting period is 4.4 years and the average remaining contractual life is 9.6 years. For unvested restricted stock awards, the average remaining vesting period is 2.2 years. Pursuant to FAS 123(R), unvested awards are not considered a component of purchase price and are solely recognized in compensation expense in future periods.

(P) Adjustment to eliminate intercompany assets and liabilities included $4 million of Mellon Financial trading liability recorded as a trading asset receivable by The Bank of New York and $6 million of miscellaneous receivables/ payables in other assets and other liabilities. The revenue and expense related to the items described above was de minimis.

(Q) Weighted average shares of The Bank of New York Mellon were calculated using the historical weighted average shares outstanding for the year ended Dec. 31, 2006 of The Bank of New York shares adjusted using the exchange ratio of 0.9434 and Mellon Financial shares using the 1:1 exchange ratio. Earnings per share data have been computed based on the combined historical income from

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

continuing operations of The Bank of New York and Mellon Financial and the impact of pro forma purchase accounting adjustments.

(R) Adjustment to eliminate merger and integration expenses recorded by Mellon Financial and The Bank of New York related to the merger.

(S) Adjustment to reverse amortization expense of intangible assets recorded in Mellon Financial’s historical financial statements.

(T) Adjustment to eliminate intercompany revenue and expenses for Clearing and execution services and Asset servicing paid by Mellon Financial to The Bank of New York.

(U) The adjustment included in the pro forma tax provision related to lease finance assets includes the taxes that would be recorded for these assets based on the new carrying value as described in Note C above, rather than the 38% statutory provision for combined federal, state and foreign taxes used for all other pro forma income statement adjustments.

(V) Adjustment to remove the carrying value of recoverable deferred sales commissions of an international mutual fund, as the expected earnings from this fund have been included in estimating the fair value of an amortizable customer relationship intangible. The estimated impact of the adjustment to the recoverable deferred sales commission, assuming the transaction had been completed on Jan 1, 2006 would be a decrease in distribution and servicing expense of $44 million for the year 2006 and $79 million for each of the years 2007 and 2008, a decrease of $14 million for 2009, and a decrease of $40 million for the six months ended June 30, 2007.

(W) Net adjustment to fair value of Other assets, including deferred costs related to outsourcing contracts, mortgage servicing rights, and internally developed software.

(X) Pro forma adjustments to record interest revenue accretion related to securities available for sale. The unrealized pre-tax loss of $156 million at June 30, 2007 is included in the accumulated other comprehensive income pro forma adjustment in Note 4. The carrying value of securities available for sale will be accreted to principal amounts over the remaining portions of their contractual terms beginning July 1, 2007. The estimated impact of the adjustment to securities available for sale would be an

increase of interest revenue of $9 million, $9 million, $8 million, $7 million and $7 million for the years 2006 through 2010 and $5 million for the six months ended June 30, 2007.

Note 6 -- Merger and integration expense

In connection with the merger, The Bank of New York and Mellon Financial have developed plans for post-merger integration of their operations. Over the next several months, the specific details of these plans will be refined. The Bank of New York Mellon is currently in the process of assessing the personnel, benefit plans, premises, equipment, computer systems and service contracts to determine where we may take advantage of redundancies or where it will be beneficial or necessary to convert to one system.

Certain decisions arising from these assessments may involve involuntary termination of employees, vacating leased premises, canceling contracts with certain service providers and selling or otherwise disposing of certain premises, furniture or equipment. To the extent these decisions relate to Mellon Financial employees, assets or contracts, the costs associated with such decisions as permitted will be recorded as purchase accounting adjustments, which have the effect of increasing the amount of the purchase price allocable to goodwill. It is expected that all such costs will be identified and recorded within one year of completion of the merger and all such actions required to effect these decisions would be taken within one year after finalization of these plans. The Unaudited Pro Forma Combined Consolidated Balance Sheet includes a preliminary estimate of such liabilities of $76 million. See Notes 2, 3 and 5 for additional disclosures.

To the extent these decisions relate to The Bank of New York employees, assets or contracts, these exit and disposal costs would be recorded in accordance with FASB Statement Nos. 146 and 112 in the results of operations of The Bank of New York Mellon in the period incurred.

The Bank of New York Mellon also expects to incur merger-related expenses in the process of combining the operations of the two companies. These merger-related expenses may include system conversion

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

costs, employee retention arrangements and costs of incremental communications to customers and others. It is expected that the exit and disposal costs along with the merger-related costs will be incurred over a three-year period after completion of the merger. These expenses are not included in the Unaudited Pro Forma Combined Consolidated Income Statement because these costs will be recorded in the combined results of operations as they are incurred after completion of the transaction and are not indicative of what the historical results of The Bank of New York Mellon would

have been had The Bank of New York and Mellon Financial actually been combined during the periods presented.

Note 7 -- Dividends

The Bank of New York Mellon declared a quarterly cash dividend of $0.24 per share on July 10, 2007, payable on Aug. 3, 2007 to shareholders of record on July 25, 2007.

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

Note 8 -- Reclassifications to The Bank of New York Income Statement for the year ended Dec. 31, 2006

(dollar amounts in millions)	As Reported in The Bank of New York’s Form 10-K			The Bank of New York’s Reporting Reclassifications			As Shown for The Bank of New York in Combined Consolidated Income Statement
Fee and other revenue
Securities servicing fees:
Investor services/Asset servicing	$	1,138		$	263	(c)(i)	$	1,401
Issuer services		895			-			895
Broker-dealer services		259			(259	) (i)		-
Clearing and execution services		1,245			3	(c)		1,248
Total securities servicing fees		3,537			7			3,544
Treasury services		252			(43	) (a)		209
Asset and wealth management fees		569			(24	) (b)(d)		545
Performance fees		-			35	(b)		35
Distribution and servicing		-			6	(b)		6
Financing-related fees		207			43	(a)		250
Foreign exchange and other trading activities		425			(5	)(g)		420
Securities gains		88			(86	) (f)		2
Net economic value payments		23			(23	) (e)		-
Investment income		-			155	(c)(f)(g)		155
Other		221			(48	) (c)(e)		173
Total fee and other revenue		5,322			17			5,339
Interest Revenue
Loans		1,449			-			1,449
Margin loans		330			-			330
Securities:
Taxable		1,101			-			1,101
Exempt from federal income taxes		29			-			29
Total securities		1,130			-			1,130
Deposits in banks		538			-			538
Federal funds sold and securities purchased under resale agreements		130			-			130
Trading assets		163			-			163
Total interest revenue		3,740			-			3,740
Interest Expense
Deposits		1,434			-			1,434
Federal funds purchased and securities sold under repurchase agreements		104			-			104
Other borrowed funds		100			-			100
Customer payables		167			-			167
Long-term debt		436			-			436
Funding of discontinued operations		-			-			-
Total interest expense		2,241			-			2,241
Net interest revenue		1,499			-			1,499
Provision for credit losses		(20	)		-			(20	)
Net interest revenue after provision for credit losses		1,519			-			1,519

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

(dollar amounts in millions)	As Reported in The Bank of New York’s Form 10-K		The Bank of New York’s Reporting Reclassifications			As Shown for The Bank of New York in Combined Consolidated Income Statement
Noninterest expense
Staff	$	2,640	$	-		$	2,640
Net occupancy		279		-			279
Furniture and equipment		190		-			190
Clearing and execution		183		16	(h)		199
Sub-custodian expenses		134		-			134
Software		220		-			220
Business development		-		108	(h)		108
Communications		97		-			97
Professional, legal and other purchased services		-		381	(h)		381
Distribution and servicing		-		17	(d)		17
Amortization of intangible assets		76		-			76
Merger and integration expense		106		-			106
Other		746		(505	) (h)		241
Total noninterest expense		4,671		17			4,688
Income
Income from continuing operations before income taxes		2,170		-			2,170
Provision for income taxes		694		-			694
Income from continuing operations	$	1,476	$	-		$	1,476

Reclassification adjustments to conform The Bank of New York categories with The Bank of New York Mellon Income Statement presentation:

(a) To reclassify letter of credit and acceptance income to Financing-related fees.

(b) To reclassify Performance fees and Distribution and servicing fees from Asset and wealth management fees.

(c) To reclassify from Other revenue both equity in earnings of companies in which The Bank of New York has an investment in 50 percent or less of the equity dedicated to Asset servicing and Clearing and execution services ($7 million) and also income earned on company-owned life insurance ($64 million) to Investment income.

(d) To reclassify asset management finders fees to Distribution and servicing expense.

(e) To reclassify Net economic value payments to Other revenue.

(f) To reclassify gains (losses) on private equity investments to Investment income.

(g) To reclassify earnings on seed capital investments from Foreign exchange and other trading activities to Investment income.

(h) To reclassify Business development, Professional, legal and other purchased services, and charges for book-entry services from Other expense.

(i) To reclassify Broker-dealer services to Asset servicing.

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

Note 9 -- Reclassifications to Mellon Financial Income Statement for the year ended Dec. 31, 2006

(dollar amounts in millions)	As Reported in Mellon Financial’s Form 10-K			Mellon Financial’s Reporting Reclassifications			As Shown for Mellon Financial in Combined Income Statement
Fee and other revenue
Securities servicing fees:
Asset servicing	$	-		$	945	(c)	$	945
Issuer services		-			196	(d)		196
Clearing and execution services		-			9	(e)		9
Total securities servicing fees		-			1,150			1,150
Treasury services		-			271	(f)		271
Asset and wealth management fees		-			2,202	(g)(t)		2,202
Performance fees		-			358	(h)		358
Investment management		2,432			(2,432	) (e)(g)(h)		-
Distribution and servicing		415			(137	)(t)		278
Financing-related fees		-			45	(i)(j)(k)		45
Institutional trust and custody		945			(945	) (c)		-
Payment solutions & investor services		482			(482	) (d)(f)(i)		-
Foreign exchange and other trading activities		239			11	(l)		250
Securities gains		3			-			3
Investment income		-			88	(k)(l)		88
Financing-related/equity investment		114			(114	) (j)(k)		-
Other		222			(12	) (a)(k)(l)		210
Total fee and other revenue		4,852			3			4,855
Interest Revenue
Loans		397			-			397
Margin loans		-			-			-
Securities:
Taxable		862			(3	) (a)		859
Exempt from federal income taxes		35			-			35
Total securities		897			(3	)		894
Deposits in banks		100			5	(b)		105
Federal funds sold and securities purchased under resale agreements		40			-			40
Trading assets		9			-			9
Other money market securities		5			(5	)(b)		-
Total interest revenue		1,448			(3	)		1,445
Interest Expense
Deposits		641			-			641
Federal funds purchased and securities sold under repurchase agreements		79			-			79
Other borrowed funds		17			-			17
Customer payables		-			-			-
Long-term debt		297			-			297
Funding of discontinued operations		(49	)		-			(49	)
Total interest expense		985			-			985
Net interest revenue		463			(3	)		460
Provision for credit losses		2			-			2
Net interest revenue after provision for credit losses		461			(3	)		458

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Notes to The Bank of New York and Mellon Financial

Unaudited Pro forma Combined Consolidated Financial Information

(dollar amounts in millions)	As Reported in Mellon Financial’s Form 10-K		Mellon Financial’s Reporting Reclassifications			As Shown for Mellon Financial in Combined Income Statement
Noninterest expense
Staff	$	2,147	$	-		$	2,147
Net occupancy		236		-			236
Furniture and equipment		179		(73	) (m)		106
Clearing and execution		-		-			-
Sub-custodian expenses		-		55	(n)		55
Software		-		77	(m)(o)(s)		77
Business development		114		-			114
Communications		85		(52	) (p)(q)		33
Professional, legal and other purchased services		516		(54	) (n)(o)(q)(r)		462
Distribution and servicing		503		-			503
Amortization of intangible assets		44		-			44
Merger and integration expense		-		11	(r)		11
Other		243		36	(p)(s)		279
Total noninterest expense		4,067		-			4,067
Income
Income from continuing operations before income taxes		1,246		-			1,246
Provision for income taxes		314		-			314
Income from continuing operations	$	932	$	-		$	932

Reclassification adjustments to conform Mellon Financial categories with The Bank of New York Mellon Income Statement presentation:

(a) To reclassify income on Federal Reserve stock from Interest revenue on securities to Other revenue.

(b) To reclassify Interest revenue on Other money market investments to Interest revenue on Deposits with banks.

(c) To reclassify Asset servicing fees from Institutional trust and custody fees.

(d) To reclassify Issuer services fees from Payment solutions & investor services fees.

(e) To reclassify clearing services fees from transition management business from Investment management revenue to Clearing and execution services fees.

(f) To reclassify Treasury services fees from Payment solutions & investor services fees.

(g) To reclassify the Investment management revenue, other than those reclassified in adjustments (e) and (h), to Asset and wealth management fees.

(h) To reclassify Performance fees from Investment management revenue.

(i) To reclassify certain Payment solutions & investor services fees to Financing-related fees.

(j) To reclassify fees earned on letters of credit, acceptances and loan commitments and net gains on loan sales to Financing-related fees from Financing-related/equity investment revenue.

(k) To reclassify equity investment revenue from Financing-related/equity investment revenue to Other revenue and also reclassify gain/loss on lease residuals and income earned on company-owned life insurance from Financing-related/equity investment revenue to Investment income.

(l) To reclassify earnings on seed capital investments from Other revenue to Investment income and also reclassify other trading-related revenue from Other revenue to Foreign exchange and other trading activities revenue.

(m) To reclassify depreciation expense on software and software rental expense from Furniture and equipment expense to Software expense.

(n) To reclassify Sub-custodian expenses from Professional, legal and other purchased services.

(o) To reclassify software maintenance and license expense from Professional, legal and other purchased services to Software expense.

(p) To reclassify postage expense from Communications expense to Other expense.

(q) To reclassify delivery expense from Communications expense to Professional, legal and other purchased services.

(r) To reclassify Merger and integration expense from Professional, legal and other purchased services.

(s) To reclassify software leasing expense from Other expense to Software expense.

(t) To reclassify certain Distribution and servicing fees to Asset and wealth management fees.

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