Bank of New York Co. Inc. today announced it will merge with Mellon Financial Corp. to create the world’s largest custodian of financial assets, with more than USUS$16 trillion under custody, and form one of the top 10 global asset managers.

The new company, to be called Bank of New York Mellon, would be the 11th largest U.S. financial institution.

The two companies said they have entered into a definitive agreement to merge.

Thomas Renyi, currently chairman and chief executive of The Bank of New York, will serve as executive chairman of The Bank of New York Mellon Corp. for 18 months following the close of the transaction with overall responsibility for the integration of the two companies.

Robert Kelly, currently president, chairman and CEO of Mellon, will serve as CEO of the new company and will succeed Renyi as chairman of the board.

Gerald Hassell, currently president of The Bank of New York, will hold the same position in the new company.

The board of directors will comprise 10 members designated by The Bank of New York and eight members designated by Mellon. The new company’s headquarters will be based in New York City while maintaining a strong and growing presence in Pittsburgh.

“We are creating one of the world’s leading financial services growth companies. Both our companies focus their businesses in highly attractive sectors of the financial services industry. Together, we will be the global leader in securities servicing, and one of the top providers of asset and wealth management worldwide,” said Renyi.

“The merger creates an extraordinarily strong and rapidly growing global competitor in our core businesses. Through this merger, we will be able to invest and expand more effectively than any of our competitors due to our combined scale, profitability and global reach,” said Kelly.

Under the terms of the agreement, The Bank of New York’s shareholders will receive 0.9434 shares in the new company for each share of The Bank of New York that they own and Mellon shareholders will receive one share in the new company for each Mellon share they own. The Bank of New York and Mellon have entered into mutual stock option agreements for 19.9% of the issuer’s outstanding common stock.

The transaction has been unanimously approved by each company’s board of directors and is expected to be completed early in the third quarter of 2007, subject to regulatory and shareholder approvals.

Assuming the achievement of planned synergies, on a GAAP basis the transaction is expected to be 1% dilutive to The Bank of New York’s operating earnings in 2007, and 1.4% accretive in 2008; it will be 1% accretive to Mellon’s operating earnings in 2007, and 5.7% accretive in 2008.

The combined company today has annual revenues of more than US$12 billion, with approximately 28% derived from asset servicing, 38% from issuer services, clearing services and treasury services, and 29% from asset management and private wealth management. It will be well positioned to capitalize on global growth trends, including the evolution of emerging markets, the growth of hedge funds and alternative asset classes, the increasing need for more complex financial products and services, and the increasingly global need for people to save and invest for retirement. Almost a quarter of combined revenue will be derived internationally.

With a combined pro forma market capitalization of approximately US$43 billion, The Bank of New York Mellon Corporation would become the 11th largest U.S. financial institution.

The companies’ combined employee base of 40,000 is expected to be reduced by approximately 3,900 over a three-year period following the transaction. The companies will reduce headcount through normal attrition wherever possible and will provide extensive support to employees impacted by the merger.