Good morning ladies and gentlemen, and welcome to the Third Quarter 2007 Earnings Conference Call hosted by The Bank of New York Mellon Corporation. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to Mr. Steve Lackey. Mr. Lackey, you may begin.

Thank you very much Melissa, and good morning everyone. Thanks for joining us to review the second (sic) [third] quarter financial results for The Bank of New York Mellon Corporation. Before we begin, let me remind you that our remarks may include statements about future expectations, plans, and prospects, which are forward-looking statements. The actual results may differ materially from those indicated or implied by the forward-looking statements as a result of various important factors, including those identified in our 2006 10-K, our most recent 10-Q and other documents filed with the SEC that are available on our website at www.bnymellon.com. Forward-looking statements in this call speak only as of today, October 19, 2007... October 18th, excuse me. We will not update forward-looking statements to reflect facts, assumptions, circumstances or events, which have changed after they were made. This morning's press release focuses on the results of The Bank of New York Mellon. We also have a supplemental document and quarterly earnings summary available on our homepage, which provides the five-quarter trend combined view of the company. This morning's call will include comments from Bob Kelly, Gerald Hassell and Bruce Van Saun. In addition, there are several members of our executive management team to address your questions about the performance of our businesses during this quarter. I'd like to turn the call now over to Bob Kelly, CEO of The Bank of New York Mellon Corporation. Robert P. Kelly: Thank you, Steve, and good morning everyone. And thank you very much for joining us. We had a terrific quarter. This was our first as emerged company, and in a really volatile market environment, we performed well. We generated strong growth in both revenue and net income and with significant positive operating leverage. Numbers this quarter are a little noisy, given our merger and integration expenses and a significant increase intangible... in intangible amortization. But we do have to remember that the intangible amortization is of course a non-cash non-economic number. Here is the big picture. Overall, our GAAP earnings were $0.56 per share. Excluding M&I we earned $0.67 versus $0.61 street expectation. Adjusted further to exclude intangible amortization, we earned $0.74 per share. The way I think about this $0.74 per share is kind of straightforward. When you compare it on an apples-to-apples basis to Q3 '06, i.e. adjusting for the Corporate Trust acquisition, and the sale of ConvergEx shows a very strong 19% increase in revenue year-over-year, and a powerful 24% EPS growth year-over-year. Now, there were some one-time items in the numbers, both positive and negative that are detailed in the first page of the release but they added only about a penny to our results. Bruce will go through it... go through them with you shortly. And next quarter, our numbers year-over-year will be a lot simpler as Q4 '06 included the Corporate Trust acquisition. During the quarter that was stressful for a lot of financial institutions, we enjoyed very strong growth in both fee and net interest income. Securities services businesses benefited nicely from higher client volumes, generating significant revenue growth in asset servicing, issuer services, particularly in the DR business, and clearing services. In asset management, we generated net flows of $29 billion during the quarter. The flows principally reflect our strengthened money markets at a time when investors were looking to safe heavens. We also won our landmark equity deal in... mandate in China with $4 billion in long-term flows at the end of the third quarter. However, our asset management business experienced the negative impact of volatility with a significant reduction in performance fees and spike downs in fee capital. The outlook for asset management remains strong. The mandate in China is a reflection of our growth opportunities outside the U.S. market. It demonstrates our ability to leverage the dual strengths of asset management and asset servicing because we also won the global custody associated with this landmark asset management mandate. We continued to grow rapidly outside the U.S. from 25% of our revenues last year, growing to 31% in the third quarter of '07. We are meeting our expense synergy targets. The real upside of our merger though is the opportunity to further accelerate top-line growth. The early returns are positive. From a balance sheet perspective, we ended the quarter with a $184 billion in total assets, stronger capital ratios and terrific liquidity. The credit quality of our securities and loan portfolio remained very strong. During the quarter, we also made substantial progress in some non-financial fronts that will be critical to our ongoing success. We launched our new brand and logo on October 1st. The logo was simple and elegant and it reflects our focus on institutional and high network clients. We hope you like it. We are introducing a new brand identity through our website and through our new advertising campaign. It focuses on the three Ps that distinguish us in the market: the strength of our people, the partnerships we forge with our clients and performance, consistently delivering superior performance to all our constituencies, including of course our shareholders. In the earning summary, you will see that we include a client service goal as part of our metrics to emphasize our commitment at being number one in client service globally versus our peers. Inside the company, we are institutionalizing our commitment to service. This quarter, we put in place the building blocks for a corporate culture that supports our brand. We introduced our new values of client focus, trust, teamwork and out-performance. We conducted an employee survey that showed broad commitment to these core principles and values. Our goal is to achieve top quartile employee engagement scores versus our peers. So, top quartile overall, from an engagement standpoint. We think this is going to take us about two years. This is going to help us to attract and retain better people and ultimately that's going to lead to higher levels of client service and also greater top-line growth. Now, shortly, Bruce is going to provide greater detail into the numbers, and as well as our great progress in integrating our two companies. But first, I am going to ask Gerald to make a couple of comments around revenue synergies. And then we'll open it up for Q&A. Gerald? Gerald L. Hassell: Great. Thanks Bob. First, I want to say how pleased we are about how we've come together as a new company, and our performance has been excellent. Our integration is on track, and at the same time we are posting strong growth in all of our businesses. Securities servicing fees in the aggregate were up 31% year-over-year, led by asset servicing, depositary receipts and Corporate Trust. Plus, we had a strong deposit flow in net interest income from these businesses that Bruce will speak to in a minute. I know an area of great interest to you is asset servicing. There have been a few skeptics out there who wondered whether we could go through an integration and simultaneously grow our business. While the marketplace and our clients are responding very favorably to our new company's offering and the excellent service we are providing them, we have won 41 of 82 publicly announced new business wins in January through June, equaling the total of all competitors combined. The third quarter was even better, as we won $500 billion in new mandate, at the 75% success rate on the deals we bid on. And hitting a few high points, we are the clear winner in China. We have won all the QDII mandates from an asset servicing perspective, which complements our asset management win that Bob commented on earlier. And in Korea, we won a mandate from the National Pension Service and Cummin [ph] bank. In Europe, we won the largest European transfer rate into the appointments for Barclays private client business. We also won the EBS Building Society which is the largest building society in Ireland. In the U.S. we won The Ohio Bureau of Workers' Compensation plan. And we have also won yet another middle and back-office outsourcing mandate. Quietly we have been growing this business very substantially. This one is from O'Shaughnessy Asset Management. This is our 16th win and a 15th bid this year from mid and back-office outsourcing, representing a total of $220 billion in assets. Now in top of all of our wins, we have business representing $366 billion in assets come up for re-bid. We retained every single one, including TCW for mid and back-office outsourcing. Now, already in the fourth quarter, we have had major wins in Australia, Europe, China and the U.S. none of which is factored into these numbers. New business has been running at a higher rate than either company could have achieved. Now at the same time, our attrition rate was the minimum, lower than historic rates for either legacy company. Our momentum is terrific. Our pipelines are in great shape, and we are feeling very good about how we are positioned in the marketplace. On last quarter, Bob commented that we would share with you our revenue synergies that we see coming out of the merger. Over the past few months, our businesses have been working closely to identify and quantify these revenue synergies, which are above and beyond our normal growth expectations. This exercise has identified opportunities to generate incremental revenue of $250 million to $400 million by 2011. On page 10 of the earnings summary, we outlined 15 specific opportunities falling into three major categories. First, revenue enhancement that can... that we can achieve by applying best practices, simply doing a better job as a combined organization. Second, taking advantage of the opportunities within business lines to deliver more services, and third, leveraging new business lines in support of one and other, delivering more of our firm to our clients through our cross-selling. The China mandate that we just mentioned is a great example of the ladder, where asset management and asset servicing work together to win both the sub-advisory and global custody business. It's a real win-win for our franchise. As I said these synergies will be incremental to the growth rates of our business. We will refer [ph] you on how we are doing against these targets in the future. Now with that, let me turn it over to Bruce to run through the numbers. Bruce W. Van Saun: Thanks Gerald. I will walk you through the highlights of the quarter, update you on our merger integration milestones, and offer a few thoughts about our outlook for the fourth quarter. The power of our business model was apparent. We tried in a volatile market environment, which occurred in what is typically our seasonally slowest quarter. Strength in our volume sensitive securities servicing businesses, more than offset a somewhat challenging environment for asset management business, demonstrating the diversification and balance of our business models. We also achieved sizable positive operating leverage as the strong revenue performance was matched with an impressive effort on the expense side of the equation. We delivered $79 million in merger-related synergies and kept core expense growth under 1%. This resulted in 1,100 basis points of positive operating leverage year-over-year and 400 basis points sequentially. Consequently, our pre-tax margins improved versus a year ago from 30% to 35%. Our capital ratios came in a little better than expected with a tier 1 ratio of 9.1%, and an adjusted TCE ratio of 5.31%. And our credit quality continues to be very good in both loans and securities as our prudent risk management postures paying off. So all in all, a very satisfying quarter, although, we still have plenty of work ahead of us. Let's get into the numbers. I will start with a step down from reported to operating results. We start with a reported $0.56 EPS, add back $0.11 of merger and integration charges, to arrive at $0.67 EPS from continuing operations. There were several items that were non-operating in nature which netted out to a penny positive, backing that out yields and operating EPS result of $0.66. These non-operating items are detailed in the press release, but briefly they include a 27 termination fee settlement of a clearing contract at Pershing, a $32 million write-off of our interest in a hedge fund manager that was sold last year, a $6 million write-off of internally developed software, and a rerun of our leverage lease portfolio under FAS 13 stemming from the merger which reduced NIR by $22 million, but which generated a $45 million tax benefit which was reflected as a reduction to taxes. Well net, net an operating EPS of $0.66, which compares with $0.50 a year ago, and $0.66 last quarter. I should also point out that intangible amortization was up $91 million sequentially due to the merger. Backing out the intangible amortization, results in a $0.73 EPS result, up from $0.69 sequentially on the same basis. That's 6% on annualized sequential growth in what is generally a seasonally light quarter. On page 4 of the earnings summary, I would like to spotlight the key revenue growth statistics. Operating revenues were up 25% year-over-year and 2% sequentially, with fees up 20% year-over-year and about flat sequentially, and NIR up big 47% year-over-year and 18% sequentially. The year-over-year numbers in both cases are impacted by the JPM swap and the ConvergEx transaction. Even with these adjustments to an apples-to-apple basis, revenues were still up 19% year-over-year. So let's focus first on the fee story, and details are provided on page six of the earnings summary. Securities servicing fees were up 31% year-over-yeargiven strong performance in volume driven activities, and they were up 4% sequentially in a period when they generally decline. Asset servicing had an excellent quarter, with fees up 26%, primarily due to record securities lending revenue, also up 26%, increased volumes related to market volatility and strong net new business. Our assets under custody and administration increased 22% and were $20.8 trillion. Issuer services fees increased 79%, due primarily to the impact of the acquired Corporate Trust business and increased depositary receipt revenue. Excluding the impact of the acquired Corporate Trust business, issuer services fees increased 15%. On a linked-quarter basis, fees were up 5%, driven by another great quarter in DRs and good performance in our global corporate trust area. Pre-tax margins in this business are already excellent and they have improved further to 53%, quite stellar. Clearing and execution services fees increased by 3%. But keep in mind that the third quarter of 2006 includes the BNY ConvergEx which was converted into a minority ownership in the fourth quarter of '06. Excluding the impact of ConverEx, fees in this segment increased 25%, driven by higher client balances as well as strong market activity in the quarter. Asset and wealth management fees showed good year-over-year growth, up 24% and were up slightly sequentially, given the relatively flat market environment. Our AUM grew to $1.1 trillion, representing a 19% increase from the third quarter of last year. Net inflows totaled $29 billion, which represents 10% organic growth annualized. This is comprised of $27 billion in net money market flows, plus $2 billion of net long-term flows. Performance fees were a negative $3 million. This is down $62 million year-over-year and $66 million sequentially. Market volatility took a toll on certain quantitative and alternative strategies, and we had a reversal of $18 million in fees recognized earlier this year by Ivy and Alcentra. We expect the performance fees to bounce back in the fourth quarter, but not to the record level seen in 2006. In addition, investment income declined $32 million year-over-year and $55 million sequentially, principally reflecting lower returns on fee capital investments. We clearly were impacted in several products, where we held the equity in CDO or CLO structures and warehouse facilities. However, we see a limited further downside at this point, and again we'd expect to see performance improve in Q4. Summarize then, the core asset management business has held up well but some of the performance and valuation sensitive revenues took a hit given the environment. FX and other trading showed excellent growth year-over-year and sequentially. FX volatility and volumes were way up given the market conditions, and we capitalized. To a much smaller degree, we also benefited from a higher value of our credit derivatives portfolio. Looking over to net interest income detailed on page 7 of the earnings summary. Revenue increased 40% year-over-year and 14% sequentially. Clearly there is a flight to quality in a treacherous market. We benefited from that and from a cash that naturally flows to us when market volumes are high. Interest earning assets on our balance sheet increased 26% year-over-year, and 10% sequentially. And in the liquidity constrained environment, those who have it are king. We were able to take advantage of widened spreads on all short-term instruments, as our yield came in at 2.02% ahead of our expectations. We'd estimate that volume accounted for about two-thirds of the growth relative to both prior periods and spread around one-third. Turning to expenses, total non-interest expenses grew 14% on an operating basis, excluding M&I costs and the amortization of intangibles. If you exclude the impact of the acquired Corporate Trust business and ConvergEx, total non-interest expenses were up 12%. This is well below that rate of growth in revenues and reflects the scalability of our business model, a favorable mix in terms of high margin revenue growth and the commencement of synergy realization tied to the merger. Sequentially total expenses actually declined by $40 million or 2%, reflecting the benefit of synergies which offset the impact of business growth and Legacy Mellon July 1 merit increase. Synergies were $79 million in Q3 but factoring out cancellations of open reqs [ph] in that number, the potential benefit was really $62 million. But we did a great job on expense control above and beyond the synergies with sequential growth of $22 million or less than 1%. The credit quality of our loan portfolio remains excellent. The provision for credit losses was zero and NPAs remain at historically low levels. We benefited from an aircraft lease sale early in the quarter and we recycled the reserves release to cover some modest credit issues tied to the environment. The effective tax rate was 28.2% compared with 29.4% in the year ago quarter of '06 and 31.9% in the prior quarter of 2007. The lower effective tax rate includes the impact of the FAS 13 adjustment to the leverage lease portfolio. Excluding this adjustment, the effective tax rate was 32.3%. Although we had expected a higher tax rate in Q3 closer to 34%, we had some favorable developments in the quarter, particularly on the foreign tax side. We currently anticipate our rate back in the 33.5% to 34% range in Q4. On the capital front, client deposits again drove the balance sheet higher, which hurts the leverage sensitive ratios a bit although the positive of that is strong NIR performance. We continue to stay focused on maintaining a strong capital and liquidity position. Our tier 1 target is 8% and our adjusted TCE target is 5%. As I noted earlier, at the end of the third quarter, we were above both of these targets. Given that we anticipate closing the ABN AMRO JV buyout in Q4 and we expect market activity to remain robust, we do not expect to buy back much stock until the first quarter of 2008. That said we should be at or close to the targets by year end. Turning to our progress report on the merger for a moment, on page 9 of your earning summary is an update on our progress against our integration milestones. The aforementioned $79 million in expense synergies during the quarter is roughly 11% of our target of $700 million, and we expect to finish 2007 ahead of our target. Synergies will increase only modestly sequentially as the next big actions are scheduled for the first quarter. So far, we've achieved more than a third of the 3900 positions we had targeted, inclusive of cancelled open requisitions. Through the third quarter, we have absorber $527 million or 40% of our total estimated M&I charges of 1.325 billion. Bob mentioned the launch of our new branding strategy. We also implemented an advertising campaign to build awareness and familiarity. Finally you'll note that consolidation of banks is expected to occur by the midpoint of next year. On page 10, we focus on the revenue synergies that Gerald referenced. There are 71 revenue synergy ideas in total, and we group them into the three major categories which Gerald described earlier. We've listed out the top 15 ideas. These represent over 60% of our target of $250 million to $400 million of incremental revenue that should phase in by 2011. Now this is still work in progress, but we are putting specific programs in place to drive success in hitting these targets and we will update you on our progress along the way. I am going to conclude my remarks by offering a few observations about the fourth quarter. The fourth quarter market environment should be more favorable to asset management, which was below trend in Q3 and I expect to see some drop off in asset servicing which was above trend particularly in foreign exchange and securities lending. Net interest revenue may decline somewhat with more normal market conditions leading to slightly lower liquidity and less spread. Keep in mind, however that issuer services is typically seasonally stronger in the fourth quarter. As I mentioned, synergies will increase only modestly in Q4 and the tax rate should go up a bit. But regardless of the environment, rest assured, we will be very focused on executing our strategy and on outperforming our peers. So, to sum up, we have great revenue and earnings momentum. Our pipelines are strong and our merger is on track. It's an excellent beginning for our new company. With that I'll turn it back to Bob. Robert P. Kelly: Thanks Bruce. We hope you find our quarterly earnings package helpful and very transparent. That is certainly our goal. And now we have around the table... most of the management team and certainly everyone who runs the major businesses around the company. Everyone is here except for Ronald Hanley. Ron is on the phone though. He is on business down in Brazil this week. So, at this point why don't we open it up for questions. Question And Answer

Thank you. [Operator Instructions]. Our first question comes from Glenn Schorr with UBS. Please go ahead.

Hey guys. Robert P. Kelly: Good morning Glenn.

so I guess it's good, Ron is on the phone though. First question is, there was some turnover at Boston Company. And I am curious if you could outline. You probably don't want to spell out what number of assets went out, but if you could just give some color around, have we seen the full impact of that move and we move forward from here? Ronald P. O'Hanley: Hi Glenn, this is Ron. The team that left the international core team, it clearly was a loss for the Boston Company but I think for the overall franchises it's minimal, and happy to talk about what the impact is. We lost about just under $11 billion in assets under management which should be in the long term column. So in fact the way we think about the quarter that is but for that long term flows actually would have been quite high, close to $11 billion... close to $12 billion. So have we seen the end of it? I think we've seen most of it. Typically what happens in these cases, are the clients that are sensitive to this kind of thing or don't see the rationale for stay and go. Obviously we spent a lot of time with the clients. We've retained all the intellectual property. We've retained some of the people and have actively worked with those clients that are remaining with us. So could there be more? Yes. Do I expect that we've seen the worst? Yes.

Okay that's very helpful. And then in issuer services it's great to see that DR business offset what I think was a lot lower CDO issuance. Is there anyway you could give maybe an update on the revenue breakdown in issuer services on a general basis? Gerald L. Hassell: Glenn this is Gerald. You know the CDO business is still a small portion of the overall Corporate Trust business and so I don't think that it's fair to assume that Corporate Trust did not have a good quarter. In fact it's the opposite. Corporate Trust had a very good quarter in spite of the negative activity occurring in CDOs and I think that's a reflection of the diversity of the Corporate Trust business overall. We don't break it out, line item by line item but Corporate Trust had a very strong quarter in spite of that. Robert P. Kelly: And just to build on that, Karen, what percentage of your business would be CDOs? Karen B. Peetz: It's actually about 20%. Robert P. Kelly: That would imply a slowdown in revenue growth, but still pretty good overall. Karen B. Peetz: Yes.

Right. And then last question was of Bruce, maybe there is a big drop in finance related fees, just curious what would cause that? Is that more of a permanent number that we're looking at? Bruce W. Van Saun: Yes, that was Glenn, really just in our capital markets activities which we've somewhat deemphasized and it also reflects what's happening in the markets.

Okay, helpful. Thanks guys. Robert P. Kelly: Thanks Glenn.

Thank you. Our next question comes from Betsy Graseck with Morgan Stanley. Please go ahead.

Good morning. Robert P. Kelly: Good morning Betsy.

I was just wondering if you could give a little bit more color on the revenue enhancements. I know you talked about the $250 million to $400 million that you are looking to generate by 2011 but is it possible to speak to the magnitude in the various groups and the degree to which you have to invest to get these revenues? Gerald L. Hassell: Betsy, this is Gerald again. It's a little early to get terribly specific on it. I think we have tried to give you the 15 major line items that we see as being 60% of that number. We're going to work on the phase in approach in the coming quarters. We do feel very good about these in terms of being just able to realize on these revenue synergies without a whole lot of incremental investment. Just doing better practices, better marketing, better sales effort, and having our new management teams work together to tease out the synergies from the businesses. It's not a whole lot of incremental investment that's required. Robert P. Kelly: Betsy, it's Bob. Gerald and I have created what we call a revenue council, all the business heads are around the table. We are working on how we're going to measure ourselves across business lines, what goals we're going to set for ourselves, what kind of compensation we have across the business lines, and what we are doing for recognition programs. My experience has always been, it takes longer to get revenue synergies than it does to get expense synergies, because you got to train people, you got get them excited about it. They have to feel confident that they are able to sell the products and execute well. But we've gone through a pretty detailed process and we have great measurement systems now in place to help us track this and be really specific with our people so that they know what we are trying to achieve by everyone in these opportunities, and we will be tracking it closely. So, I would say we're going to get some of these pretty quickly and others it will take longer. So, I don't see us reporting necessarily this number, how we are doing every quarter, but we're certainly going to update you regularly a couple of times a year. And we will give you a really good sense generally for each one of the buckets how we are doing, okay.

Got you. And then just on the performance fee question. I am just trying to understand if there is likely to be impact in the fourth quarter, first quarter from the activity that happened in the third quarter generated negative performance fee. Ronald P. O'Hanley: No. Betsy, this is Ron. And let me go through that. I mean as I think you know the third quarter is historically the lowest quarter.

Right. Ronald P. O'Hanley: But for the third quarter of last year, I'd like to see Mellon is typically de minimis quarter. What happened was really a few things. We had two quartile... two performance fee accounts that we are eligible for quarterly performance fees that we had in '06, in our no fee in '07. We obviously, may or may not earn a quarterly fee in the fourth quarter. We had some other performance fees that were just down off the record levels of 2006 Legacy Mellon. And then finally, as Bruce mentioned at Ivy and Alcentra, there were our performance fees accrued in the first and second quarter that were taken back. We have now changed all the accounting policy, not to our core policy. So that everybody... all performance fees have done in the same ways that were at Legacy Mellon. So, I would expect not to see any of so called noise there from that. So it will just to be how we are doing performance wise. And I would just echo with Gerald and Bruce said we have in Legacy Mellon a blistering performance fee... performance last year. We would not expect to be at that level this year.

Got it. Thanks.

Thank you. Our next question comes from Mike Mayo with Deutsche Bank. Please go a head.

Hi. Good morning. Robert P. Kelly: Hi, Mike Gerald L. Hassell: Good morning.

All the firms say they have a whole lot of new business but it's tough to get a context for what that means. So, if you can just put some color around that. Is the new business higher than last quarter? Is it big percentage of your existing revenues or how should we think about that? Gerald L. Hassell: Mike, it's Gerald. On the asset servicing side some of the statistics that I threw out, I think are already showing up in the revenues. That's why you're seeing such a strong revenue increase. It's not just market activity and market volumes. New business wins are actually coming in. Jim, maybe you want to comment on it. James P. Palermo: Yes. Thanks Gerald. That... Mike, it's Jim. Of the $500 billion that Gerald referenced earlier, just under one-third of that we actually converted in the third quarter, in addition to wins from prior quarters. So we're beginning to some of that flow through on the revenue line that Gerald alluded to.

Okay. And -- Robert P. Kelly: And I would.... Mike, I would say, I think it's fairly evident in that something that we're going to be tracking for you externally, because we've certainly showed this in... certainly in Legacy Mellon before is... my hope and expectation is we're going to track ourselves closely vis-à-vis our peers. And ultimately the best measures is going to be who gains share revenue, and who gains share bottom line. And that's what we'll be watching.

And, who are you gaining from benefit, the other big players or all those many smaller players outside the big 5 or so? James P. Palermo: Jim again. Mike, it's been from both. In many of the competitions we face the same major 3, 4, 5 competitors that you all know. And then in some of the other markets that we compete in, there is some local entries that we compete against. And so, it's been a combination. But I would say the vast preponderance were from the large major competitors.

And as far as competition and you've had two huge mergers this quarter. Does that have any impact or they are on meeting each other up like they have done for the last decade? Bruce W. Van Saun: I think it's more of the latter. I think it's been pretty consistent pattern amongst the major players competing very aggressively against one another for some takeaway business.

And then non-U.S. is up to 31% now. So, is that growing faster and how much so? Gerald L. Hassell: That non-U.S. number is for the company at large at 31%. And clearly in asset servicing and asset management, it's at even higher percentage. And it is accelerating. Robert P. Kelly: I think in asset management Mike we are about 35% in investments. Bruce W. Van Saun: In asset servicing. Ronald P. O'Hanley: Servicingwas 39% non-U.S. Robert P. Kelly: Yes.And we will also have to recall of course that we are growing much faster in Europe and Asia than we are in the United States. Our expectation is that will continue, and we also have the ABN AMRO joint venture which we expect to close in the fourth quarter as well, which will increase the numbers. So, we have great momentum.

And you're closing on the ABN AMRO joint venture and that's going to bring the tier 1 ratio back down. What's the earnings benefit from that say in next year? Robert P. Kelly: The deal will be accretive. It's not that material. It has a good rate of return. And it positions us well for future growth.

How should we think about your capital ratio after you close that? It's ironic that you have less credit risk and a much higher tier 1 ratio than some of your peers? Gerald L. Hassell: Yes, I mean, Mike the tier 1 ratio is comfortably above the 8% target. What's been our constraint really is the more leverage sensitive adjusted TCE ratio. That was posted at 531 at the end of the third quarter, after we factor in the ABN, the closing of that transaction. We'd still expect to be above the 5%, but pretty close to it.

All right. Thank you Gerald L. Hassell: Yes. Robert P. Kelly: Thanks Mike.

Thank you. Our next question comes from Kenneth Usdin with Banc of America Securities. Please go ahead.

Thanks. Good morning, everyone. Follow-up on capital, so Bruce, if you are above 5% just going to next year, can you give us any color or kind of around the magnitude of buyback that you might be able to do? It seems like you would be a little bit of ahead of your initial plans of buying back stock. Any idea of what the magnitude of size of the buyback you could do? Bruce W. Van Saun: Yes, I don't think we have given guidance fully on that. But as you are aware, we have... if we are positioned with the 5% ratio, and that's the target. All the free cash flow that we're generating, we can allocate. Obviously, we are going to increase our dividend commensurate with our earnings growth expectations. We are also then going to look for acquisitions and then we will also have to allocate some to the buyback. So, I think we'll have a meaningful amount of buyback. But, some of that's dependent on what the acquisition opportunities that we see.

Sure. Yes, okay. And then just a follow up to that you start to mention there on the dividend. I mean both legacy companies used to payout in the low 40s, and now obviously with the earnings power accelerating, you are only kind of in the mid 30s just right now. So, can you give us an idea of where you would expect the payout ratio to be in the future and when you might be address that? Bruce W. Van Saun: Well, we had... we have said that our policy... our target is about 40% on a GAAP basis, and 35% to 40% on a cash basis. So obviously, that's we're slightly behind both at this point, given the strong growth in earnings we've experienced. Robert P. Kelly: Ken, well, I would say... it's Bob again. This is our first quarter. Obviously we are delighted and we are going to be watching this closely, and we've already shown guidance out there. And frankly I watch a little bit more the so called cash earnings, we can back out the intangibles, because intangible is a non-cash item, and it's better to look at it excluding that. So we will watch both ratios and stay tuned, we will continue to build the company here.

And one more question just on the cost saves. It sounds like you are comfortable just... with your recognition of cost saves, I am just wondering, do you think that there is a chance that you come in either ahead of schedule on the $700 million or above $700 million? And what could we expect as far as perhaps incremental cost saves now that you have kind of gotten now full into the beginning of the integration? Bruce W. Van Saun: Yes, I think it's a little early to start adjusting that guidance. Clearly any target we put out there is achievable in our mind and we are going to work hard to try and beat it. I would say also that in the model if you go back to the December 4th presentation when we announced the transaction, we do have inflation adjustment against that synergy target. And so we'll start to score ourselves on that basis. So in any event I think the inflation factor in the model was 3% per annum. We will exceed 700 but then the question is will we beat the inflation adjusted number over time? And I think at this point clearly we are feeling good about how we came out of the shoot but it's probably a little early to say.

Okay, thanks a lot. Bruce W. Van Saun: Yes. Robert P. Kelly: And that, I would just finish that off by saying, I think our teams have done a terrific job, particularly the integration people, of really doing all the legwork it required to make this a real success for our company. And real hats off to everyone from Tom Renyi and Don Monks and Steve Elliot and all the teams. And frankly the finance guys have done a fantastic job over the last three or four weeks and haven't been able to sleep quite probably. So, what I am really heartened by is the fact that we've gotten good numbers out of the first quarter, we are feeling increasingly comfortable. At this point though we're still mostly focused on the first year or two and we'll figure out the final numbers that we get further into the integration process, and as we all get more comfortable with what is really possible here. Still early days, in other words.

Thank you. Our next question comes from Brian Bedell with Merrill Lynch. Please go ahead.

Hi, good morning. Robert P. Kelly: Hey Brian.

Just on the revenue synergies again. You said these on page one there, their gross revenue synergies, is that... what would be the net impact? Bruce W. Van Saun: Well if you look at our overall margin as a company, we're at 35%-36%. If you look at incremental revenue synergies it would be a safe bet that they'd come in somewhat higher than that, but we really haven't. At this point we're just kind of putting out the big box card numbers and we haven't fully flushed that out, Brian.

Okay. Yes, so I think your net was... you were expecting some attrition and the gross number was the 250-400? Bruce W. Van Saun: I thought you were asking about what the net impact of pre tax would be in the flow through.

No, just the word gross revenue, I was wondering if that was... if you were expecting some attrition that we should offset against gross revenue target? Bruce W. Van Saun: Well as you recall in the deal model we said that the... we would expect the benefit of revenue synergies to offset any expected attrition. At this point we are not seeing any attrition and we're still managing to have no attrition beyond what we would experience in the ordinary course of our business.

Right. So the 250-400 really is implemental to the deal model. Bruce W. Van Saun: Hopefully it is.

Right. Great and then is this by the... are you targeting this run rate by the end of '011 or at the beginning on '011? Bruce W. Van Saun: Yes. That is probably in... all 2011 number. Kind of on a run rate sense standpoint.

Right, okay and then what would you... if you have to name three of synergies that you have on page 10. Maybe there, I don't that the top 3 that you... you think are most visible and sort of quickest to realize what would you say they would be? Gerald L. Hassell: Brain, this is Gerald. I said the first one that is most realizable and probably the largest is the cost selling of asset managing and asset serving and vice versa. And that's where we are getting some very good traction. The China mandates that we've commented on here is a great example of that and we see more of those opportunities all around the world.

Okay. What were the assets in the QDII mandate that you mentioned for the servicing end of it? Bruce W. Van Saun: It's $4 billion.

I thought it was the asset management. Okay, you are getting the servicing and the asset management on that $4 billion. Gerald L. Hassell: That's correct.

Got you, okay. Gerald L. Hassell: And that's not the only QDII mandate for asset servicing, we've won all the other ones as well. This is the only one that we're managing.

Oh I see. Okay what's that total if you can say. Gerald L. Hassell: Brian, we can't really comment on, because it's not out in the public forum.

Okay. Gerald L. Hassell: Actually Tim Keaney may have some comment on that. Timothy F. Keaney: Yes Gerald, we'll be announcing formally the second big mandate in the next couple of weeks you've read in the press. Who it is... significantly over subscribed as was the China Southern transaction, so that will be at least $4 billion. And these are particularly important because their equity QDII is rather than fixed income and of course we have talked about the P&L impact of the equity kicker on top of that so. It's about $8 billion Gerald. Bruce W. Van Saun: Hello Jim. Could you just mention that what your attrition rate was, last quarter? Would you have that up. James P. Palermo: Yes, on the lost...

Yes, lost business, just overall. We thought in terms of 2% or 2.5% per annum is for most large asset services. James P. Palermo: Yes, as we mentioned earlier, it was actually lower than we've been experiencing separately, historically was actually a 0.03%.

Great and then if you I think Gerald, you're talking about that revenue synergy if you have a couple of others that you think are extremely or very visible or sizeable in comparison? Robert P. Kelly: Let me jump in Brian. I think that whole first category of best practices. I would almost view as a category because those things are really within our control and are tangible and they are soon. And so some of those have already kicked in and so I think that's one that we're very focused on in the near term. So that would be one and then that middle bucket as a group the two assets servicing businesses come together and they are very complementary in nature. So just within asset servicing, forgetting about cross selling across our business line... line of business silos, just within asset servicing itself you have some very rich products that Mellon can offer to the legacy BK customers and similarly that BK can offer to the Mellon customers.

Great and just one last question. Bruce you mentioned issuer services is seasonally strong in the fourth quarter. Even with the really strong volumes that we have seen in the third quarter, you still anticipate that we could have an up quarter in issuers and depository receipts in the fourth quarter? Bruce W. Van Saun: Yes, I will turn that to Brian for some more color but I think that we have to recognize that third quarter was exceptionally strong so you might not see a huge seasonal bounce but we still feel good about how we are positioned and the momentum we have in those businesses. So we still would expect to see some uptick, Brian you want to comment on that. Brian G. Rogan:: Yes, I think the only comment I add to that is the Corporate Trust business traditionally also has a seasonal bounce in the fourth quarter particularly in December. But agreeing with Bruce, I think given the strong third quarter, there will be a less percentage than previous years.

Great, thank you.

Thank you. Our next question comes from Gerard Cassidy with RBC Capital Markets. Please go ahead.

Thank you. Hi Bob. Robert P. Kelly: Hi Gerard.

You guys mentioned about the wins that you've had this quarter and I think you put out a number that you won 75% of the businesses that you bid on in this specific area. How does that compare to Legacy Mellon or Bank of New York for that type of business? I know the mid and back office showed a 100% kind of win rate but in the other areas, is that better than what you have seen in the past, about average? James P. Palermo: Gerard, it's Jim again. Yes it actually is higher than historical, typically what we have experienced over the last few years both, Legacy organization is around 35% to 40% win rate. And so we actually have significantly exceeded that so far with the third quarter performance.

Great and circling back to the dividend question. Would you guys establish a dividend policy in that, once a year around the annual meeting, at the Board meeting, that's when if you were going to increase a dividend that might be the time period or what's your view on that, Bob? Robert P. Kelly: We haven't really decided yet, Gerard. That's a good question and frankly we haven't even talked about it. We just... we are focusing initially on just getting our company together and making sure we stick to business as usual. We are very comfortable with the policy and timing yet remains to be decided.

Great, thank you. Robert P. Kelly: Thank you.

Thank you. Our next question comes from Mark Fitzgibbon with Sandler O'Neill. Please go ahead.

Good morning. The first question is for Gerald. Gerald, I guess I am one of the skeptics that you are talking about with respect to revenue synergies in the asset servicing business and you had said that you'd won 41 of 82 of the mandates and more than $500 billion of assets, more than all your competitors. And yet, two days ago State Street said they had won 281 mandates for total of $825 billion. How will you reconcile these differences? And then secondly, a lot of your competitors have been talking about winning business from new folks, and we haven't heard it all about potential loss of business who are piece of the business, you know are going to go away. I wondered if you could share some of the details on that with us. Gerald L. Hassell: Sure. First of all, I am not going to comment on how our competitors have derived their numbers. The 41 out of 82 is a publicly produced document by the consultants. And so that's the document that I am referring to. It was 82 public bids, we won 41 of them. It's in a public document. So, I am not going to comment on how others may have derived their numbers. In terms of the de minimis losses on our side, I think, Jim gave you a very good sense of what we've seen go out to back door. It's been very, very small. We've been able to hold onto the clients then we are servicing them very, very well. So, some of the numbers you have to look at how different people report and when it actually translates into quarters. And as Mike Mayo had asked earlier, where does it show up in the numbers? Or you're seeing it in the growth in the revenues?

So, you don't want to share with us any of the numbers on loss of business. Gerald L. Hassell: No, Jim did. James P. Palermo: 0.3%. 0.03% was the number Mark.

Okay. That's to date. But the stuff that you know is going to leave, that hasn't transitioned out yet? Gerald L. Hassell: We don't have any that I'm aware of. James P. Palermo: Yes. I am not aware of any, are you?

Yes. Gerald L. Hassell: Well, you can go over with Jim later if you like.

I will. Thank you. One last question, if I may, with respect to the buyback. Gerald L. Hassell: It's really important to realize. Let me just say, we have fabulous momentum in this business. Just look at the P&L on page 13. And of course, competitors are always going to say that they are going to use this as an opportunity to steal business from us. Bottom line is, they're not. So, let's continue on. Go ahead.

Yes. The last question is with respect to the buyback. You talked about buying back the stock early next year with the stock trading at 7.5 times tangible book value and call it 18 times forward earnings. The internal rates of return are fairly low on the buyback. I am curious does tangible book dilution matter and how do you look at it from a return standpoint? Gerald L. Hassell: Yes. I would say, I think the tangible book is not a principal driver of... in that decision process. And it depends on where you think the growth in earnings is going. I think we still think there is good momentum in the earnings of the company, and it's a good. So, we think there is upside in the stock and overall. Having said that we continue to believe that a disciplined approach to returning capital to shareholders makes sense, and you do that on a consistent basis. You don't try and time the market.

Don't you view it like an investment? You're investing a $1 in capital and generating some return on it? Gerald L. Hassell: Yes, you do. And I think we've said in the past that our first use of capital is to support organic growth in our business which gets the highest IRR. Secondly, if we find acquisitions that we think we have a good record of spotting acquisitions and integrating and executing on those acquisitions, that's a very strong IRR. And buying back our stock is a relatively lower IRR. But there is no execution risk. Robert P. Kelly: I view... I've said this before Mark. It's Bob again. I view stock buyback to worsen maybe 10% to 12% in terms of IRR, in terms of returns. We can certainly make much, much higher returns on organic items, and if we are very disciplined on some acquisitions. So, my first choice is not stock buybacks generally, but on the other hand, we don't want to balloon our capital ratios either.

Thank you.

Thank you. Our next question comes from Robert Lee with KBW. Please go ahead.

Thanks. Just a couple of quick questions. Understanding that in the Q3 there was a huge flight to quality and see money fund flows across the street as being very strong. But curious, if you're starting to see any of those revenue synergies that weaken the money fund business are... that would seem to be the lowest hanging fruits. To a certain degree do you expect that to start kicking in sooner? Bruce W. Van Saun: Yes. I'll just give you a quick stat on that Rob. We had $20 billion of new flows into our suite platform. And we put over 50% of that went into proprietary product. And so, I think we are starting to move to dial on that as we speak.

Okay, great. And understanding that credit has remained pristine and no provisionings; you still do have... although mix has changed a lot over the years in a fairly large, decent size loan book. How should we be thinking about what are your expectations for provisioning going forward? Thomas P. (Todd) Gibbons: Rob. This is Todd Gibbons. In simplest terms, we are working on our strategy right now. But, I would say, we will continue to grant credit to... judiciously to our clients that are large consumers of our products. And I think we have got the good fortune of that those are primarily investment grade companies. So, that's where our portfolio will be focused. We have taken some actions to reduce some of the concentration risks that have come with the combination. And we have now come through the portfolio to identify where opportunities exist and where they don't, and what names might be an exit strategy. So, I think we'll come to you in the next quarter or so with a clear strategy around credit.

Okay, that was it. Thank you. Robert P. Kelly:: This is Bob. Just to finish that up, Todd and the team working with the business units, and doing a great job, at really slicing and dicing the portfolio and thinking as a new company what sort of credit risk to be taking going forward, and what are the strategies we should employ? I think, the bottom line is I think what you've heard from Todd is that we are going to reducing credit risk to some degree through various strategies. And we are still working through that. Credit is still important to our company. But, the policies and strategies will evolve here.

Great. Thanks.

: Thank you. Our next question comes from Tom McCrohan with Janney Montgomery Scott. Please go ahead.

Yes, hi. Can you just... just a follow-up on Corporate Trust, I am kind of surprised that the strong organic growth given the quarter had some of that turmoil and CDO issuance obviously was kind of frozen up a little bit. If you can just kind of touch on where you saw the strength in Corporate Trust during the quarter outside the CDO? Karen B. Peetz: Yes. The key strength was in the CDO business in EMEA actually, so European, Middle East and Africa. And we also had some good activity in Islamic financing.

Okay. Thank you. It's all I had. Robert P. Kelly: Thanks Tom.

Thank you. Our next question comes from Nancy Bush with NAB Research. Please go ahead.

: Good morning, guys. Robert P. Kelly: Good morning, Nancy.

Quick question on the profitability of the China business. We have heard a lot about the potential there and the size of the asset flows, etcetera. Is this sort of... I mean have the expenses associated with this business already been realized or are we going to get sort of all incremental profitability here, if you could just expand on that slightly? Gerald L. Hassell: Well, Nancy. It's Gerald. Let me just comment at least on the asset servicing side. Given our size and scale are just layers in to our existing infrastructure. And as the assets are accumulated under management, we'll start to service those through our core platforms. And so the pricing and the profitability are very favorable.

Okay. So do they have to be [multiple speakers] Ronald P. O'Hanley: The money is being managed by existing... some are our existing money managers outside of the region. So, obviously we have client service people on the ground there. But this is very attractively priced and profitable business.

Okay. Robert P. Kelly: And Nancy, I would just say that Ron and Karen Peetz, and a group of our people in Asia have just recently formed, struck a committee to start thinking about the medium term strategy for Asia to make sure we get all our revenue synergies across the region, to make sure that we take advantage of all of our products that are manufactured in other regions, and to really think about what is the real opportunity here over the medium term by product and in total. So, that will be an interesting process to go through as well.

If I could also ask, I mean what was the different... what do you see is the differentiating factor that enabled you to win this business? Was it pricing, was... if you could just give me a little color there, I would appreciate it? Robert P. Kelly: Ron, why don't you start from a asset management standpoint? Ronald P. O'Hanley: I think in the asset management, it was, product breadth was... and reputation is where the key buying factors there. The pricing, I mean, ultimately this is a price to the end user buyer closer to our retail kind of products. So, pricing was not a factor here. Timothy F. Keaney: Nancy, it's Tim Keaney here. I'd add two other things. The DR business has been very active in China for about 12 years. We have two offices in China and they have been calling there for quite a long time. And of course we have our major Asian operations hub in Singapore. I think it's a combination of those things and having existing capabilities right now. Ron O'Hanley will know quite well. These vehicles fund very quickly. From decision to funding is a matter of weeks. So, having existing capabilities and existing technology has been a big factor for us there. Robert P. Kelly: You know Nancy, one of the things that Ron and I were talking about just a few days ago is the fact that Legacy Bank in New York has much longer standing relationships than... much more longer standing relationships than Legacy Mellon did and it's meaning that it's easier for us to get the industry people and make fetches to people than a year ago. And I think that is going to help us in Asia on the asset management side.

Bob, if could also ask just a final question on wealth management. Where do you stand now, when you're thinking about the expansion of wealth management? What has happened right upfront with expanding Mellon product into Bank of New York wealth management network etcetera? Robert P. Kelly: Well, good question. I continue to like the business. We have great fee growth, net interest income has been really hurt here over the last year. We've had great loan and deposit growth but the NII hasn't been great. I think a little bit of this is, just making sure that we get the right inner business transfer pricing right. But, we'll be studying that more but I would continue to support having more offices here and Dave has a number of strategies underway to bring the Legacy Mellon products to the near city market. Dave, what would you add to that? David F. Lamere: I would just say that we're in that early stages of bringing product to existing clients. What we're really focused on as well as building out the sales organization primarily here in Manhattan and around the Tri State region, will be over hundred sales people combined at the end of the year which is a significant difference from what we had in the past. If we see earlier results than that, the third quarter where sales were up significantly from the year before. And so I would expect that's a combination of both delivering more capabilities of the existing clients, but then just getting out more broadly with a combined offering and more places. As far as expansion is concerned we haven't focus on that over the first little bit here. I would say that we continue to think the same way we had in the past, we talked about Texas, Southwest and maybe a little bit more in the Midwest, those would be target areas. We do have some conversation going on but first priority for us right now is around New York.

Great, thank you. Robert P. Kelly: Melissa, we have time for one more question.

Thank you. Our last question comes from Andrew Marquardt with Fox-Pitt, Kelton. Please go ahead.

Good morning, guys. Gerald L. Hassell: Good morning. Robert P. Kelly: Hey.

Just a quick question on performance fees. Did I hear correctly that perhaps fourth quarter performance fees could also be impacted by this quarters or in the... or rather the market dislocations? Ronald P. O'Hanley: No. that's not what I said. The... and I am happy to go through again the third quarter. But the fourth quarter should not be affected by any of that. What we will be looking at is how is performance? And what I can say now is barring something completely on anticipated performance, the absolutely performance levels are not at the pace that they were at last year. That was good... so I think I even said on this call last year that was a three or four sigma events. But we would expect to see stronger performance fees in the fourth quarter than the third.

Great, thanks for that clarification and then lastly, maybe I missed it on the net interest margin. Can you talk a little bit about, how you guys are impacted by the current yield curve, and potential additional Fed cuts? Brian G. Rogan: Yes I think the yield curve, having a slope to the yield curve is certainly positive from the absolute level of rates. We try and stay relatively neutral and if you look at the sensitivity tables, moves in either direction don't affect the absolute number all that much.

Okay, great thank you. Brian G. Rogan: Okay. Robert P. Kelly: Thanks, Andrew. Well, thanks everyone. I really appreciate you being on the call and the quality and the number of questions. We'll continue working hard for you. Thank you. All the best.

Thank you. If there are any additional questions or comments, you may contact Mr. Steve Lackey at 212-635-1578. Thank you ladies and gentlemen. This concludes today's conference call. Thank you for participating.