Service Agreement

Exhibit 10.1June 25, 2007Mr. Thomas A. Renyi
Chairman and Chief Executive Officer
The Bank of New York Company, Inc.
One Wall Street
New York, New York 10286Dear Tom: As you are aware, The Bank of New York Company, Inc. (together with its affiliates, the " Company" ) and Mellon Financial Corporation (together with its affiliates, " Mellon" ) have entered an agreement and plan of merger dated as of December 3, 2006 (as amended from time to time, the " Merger Agreement" ), pursuant to which the Company and Mellon will merge (the " Merger" ) to form a new corporation as of the consummation of the Merger (the date of consummation, the " Effective Date" ) to be named The Bank of New York Mellon Corporation (together with its affiliates, " Newco" ). By operation of the Merger, Newco will succeed to all of the rights and obligations of the Company under this Agreement from and after the Effective Date. We recognize the value you have created for the Company' s shareholders and other constituencies throughout your career, and accordingly wish to retain your services for a period after the consummation of the Merger. To induce you to remain with the Company through the Merger and with Newco after the Merger, the Company offers you the position and benefits provided for in this letter agreement (" Agreement" ). 1. Position with Newco. Effective as of the Effective Date, you will serve as Executive Chairman of Newco. You will serve as Executive Chairman at the discretion of, and report only to, the Board of Directors of Newco (" Board" ) . Your responsibilities and the Board' s expectations of you as Executive Chairman will be consistent and commensurate with your position and will be developed with input from the Chief Executive Officer of Newco and the Board. In addition, you will become a member of Newco' s newly formed " Executive Committee" as of the Effective Date. You shall also hold such other positions and have such additional responsibilities as set forth in the Merger Agreement and the by-laws of Newco in effect as of the Effective Date.


2. Term of Service. (a) Service Period. Your term as Executive Chairman and member of the Newco Executive Committee will begin as of the Effective Date and will terminate on the 18 month anniversary of the Effective Date (the " Service Period" ), unless your service is terminated earlier in accordance with Section 2(b). References to " your employment" and " your service" will refer to your employment under this Agreement from and after the Effective Date. (b) Involuntary Termination . The Board may terminate your employment before the end of the Service Period if the Board decides that such early termination is in Newco' s best interests. Termination of the Service Period under these circumstances will be known as " Involuntary Termination." Upon an Involuntary Termination, you agree to resign your position as Executive Chairman and member of the Board (and from any other office with Newco to which you may have been appointed or elected) and to elect to take retirement. 3. Compensation. (a) Salary . You will continue to receive your annual base salary during the Service Period. Your starting annual base salary as Executive Chairman will be $1,000,000, and may be increased from time to time, for any reason, as the Board deems appropriate and under the same terms and conditions applicable to other executives employed by Newco (your " Salary" ). (b) Employee Benefits . During your employment, you will be an employee of Newco and will participate in all regular compensation and benefit programs of Newco, and you will enjoy all entitlements and authority of the office of Executive Chairman. (c) Annual and Long-Term Incentives . During your employment, you will be eligible to receive annual and long-term incentives under the applicable plans of Newco and under the same terms and conditions applicable to other Newco senior executives; provided that your annual and long-term incentive opportunities during the Service Period shall remain at least as favorable as that provided to you by the Company as of the date hereof even though the forms and timing of compensation may differ from those currently provided to you or otherwise provided to other Newco senior executives. (d) Special Equity Incentive Grant . Effective on the last trading day of the Company' s common stock before the Effective Date, you will receive an option to purchase 700,000 shares of Company common stock pursuant to a special, one-time equity incentive grant under the terms and conditions set forth in the award agreement attached as Annex A (the " Option" ). 4. Termination Provisions. (a) No Reason Required for Termination . Neither you nor Newco is under any obligation to continue your employment beyond the scheduled Service Period. In addition, you or Newco may terminate your employment early at any time for any reason, or no reason, subject to compliance with Section 4(f).

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(b) Retirement . If you terminate your employment at the end of the Service Period, in addition to any other benefits to which you are entitled, you will receive, subject to Section 6(j): (i) Pro-Rata Bonus . Subject to Section 4(d), a pro rata annual cash bonus for the year of your termination of employment, based on Newco' s actual performance measured at the end of the fiscal year in which your termination of employment occurs multiplied by a fraction, the numerator of which is the number of days you were employed during such year of termination and the denominator of which is 365; (ii) Normal Retirement Benefits . Commencement of normal retirement and pension benefits under the terms of the applicable plans of the Company and/or Newco; and (iii) Additional Benefits . Subject to Section 4(d), from the date of your termination of employment until you reach age 80, Newco will cause you to be provided with: (A) Office and Clerical . Suitable office space and secretarial support at a Company office location determined by you in the New York City metropolitan area that is not in Newco' s headquarter offices; and (B) Use of Automobile and Driver . Access to an automobile belonging to Newco' s executive pool of automobiles and a driver for purposes of travel within the greater New York City metropolitan area.For avoidance of doubt, to the extent your receipt of the additional benefits described in Sections 4(b)(iii) (the " Additional Benefits" ) results in income taxable to you, you will not be entitled to any reimbursement or other payment for any taxes payable in respect of such income. (c) Involuntary Termination . If your employment with Newco is terminated by Newco during the Service Period due to an Involuntary Termination other than for Cause (as defined in Section 4(e)), you agree to resign your position as Executive Chairman and member of the Board (and from any other office with Newco to which you may have been appointed or elected) and to elect to take retirement in accordance with Section 2(b), and in addition to any other benefits to which you are entitled, subject to Sections 4(d) and 6(j), you will receive: (i) Severance Payments . Continued payment of your Salary through the end of the Service Period, payable in accordance with Newco' s normal payroll practices (the " Severance Payments" ); (ii) Pro-Rata Bonus. The pro-rata bonus described in Section 4(b)(i); (iii) Special Option Treatment . Accelerated vesting and extended exercisability of the Option to the extent provided in the applicable award agreement; and (iv) Additional Benefits . The Additional Benefits described in Section 4(b)(iii).

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(d) Release Condition and Restrictive Covenants . In consideration of and as a condition to your receipt of the benefits described in Section 4(b)(i) and (iii) and Sections 4(c)(i) through 4(c)(iii) above, you must execute and deliver to Newco, within 30 days of your termination of employment, a release in the form attached as Annex B and the release must become effective and irrevocable in accordance with its terms. In recognition of your access to the confidential and proprietary information and valued client relationships and trade secrets of the Company and, in the future, Newco, if you are eligible to receive Severance Payments or the Additional Benefits, you agree that you will be subject to the following: (i) Noncompete . During your employment and through the end of the Restricted Period, you will not, directly or indirectly (A) hold a 3% or greater equity, voting or profit participation interest in a Competitive Enterprise (as defined below) or (B) render any services, whether as an employee, officer, consultant, agent or otherwise, to a Competitive Enterprise (as defined in Section 4(e)) including, without limitation, engaging in, directly or indirectly, or managing or supervising personnel engaged in, any of the Relevant Activities (as defined in Section 4(e)). (ii) Nonsolicit of Employees . During your employment and through the end of the Restricted Period, you will not, directly or indirectly, for yourself or for any third party, solicit, influence, encourage, induce, recruit or cause any employee of Newco or any person who was an employee of the Company, Mellon or Newco within the 6 month period before your termination of employment to resign from Newco or to apply for or accept employment with any Competitive Enterprise. (iii) Nonsolicit of Customers . During your employment and through the end of the Restricted Period, you will not directly or indirectly (A) solicit or attempt to solicit any of the Newco clients and/or customers for whom you, the Company, Mellon or Newco either performed the Relevant Activities, or actively solicited work from during the 6-month period before your termination of employment, to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with Newco or (B) otherwise interfere with or damage any relationship between Newco and any such clients or customers. (iv) Nondisclosure . During your employment and thereafter, you will not at any time communicate or disclose to any unauthorized person, without the written consent of Newco, any proprietary processes of Newco or other confidential information concerning its business, affairs, products, suppliers or customers which, if disclosed, would have a material adverse effect upon the business or operations of Newco. You understand, however, that the obligations of this Section 4(c)(iv) shall not interfere with your: (a) making any disclosure of information in any action or proceeding relating to this Agreement or as otherwise required by law or legal process; or (b) participating, cooperating, or testifying in any action, investigation or proceeding brought by any governmental agency or legislative body, any self-regulatory organization, or Newco' s Legal or Compliance Departments; provided that, to the extent permitted by law, upon receipt of any such subpoena, court order or other legal process compelling the disclosure of any such information, you will give prompt written notice to Newco so as to provide it an opportunity to protect its interests in confidentiality to the fullest extent possible. You understand that you will not be entitled to any compensation from Newco or to recover monetary damages or any other form of personal relief from Newco for your time incurred

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in responding to or participating in any proceeding relating to any such subpoena, court order or other legal process or otherwise in connection with any such action, investigation or proceeding, provided however, that nothing contained in this Section shall (1) limit your rights or limit the obligations of Newco (A) under Section 6(b)(i) of this Agreement or (B) under the by-laws and Certificate of Incorporation of Newco, including without limitation, your rights to, and Newco' s obligation to provide, indemnification or (2) limit or restrict your rights and remedies against any party other than Newco or any of its affiliates or subsidiaries. You also agree to cooperate with Newco with respect to any past, present or future legal matters that relate to or arise out of your employment with it or its predecessors. The obligations of this Section 4(d)(iv)) will not apply to the extent that the aforesaid matters (a) are disclosed in circumstances where you are legally required to do so or (b) become generally known to and available for use by the public otherwise than by your wrongful act or omission. (v) Nondisparagement . During your employment and thereafter, you will not, in any manner, directly or indirectly make or publish any statement (orally or in writing) that would libel, slander, disparage, denigrate, ridicule or criticize Newco, any of its affiliates or any of their employees, officers or directors. (vi) Severability; Equitable Relief. You and the Company agree that the covenants contained herein are reasonable, that valid consideration has been and will be received therefor and that the agreements set forth herein are the result of arm' s-length negotiations between the parties hereto. Notwithstanding the foregoing, you and the Company agree that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this Section 4(d) is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified, the restrictions of this Section 4(d) will remain in full force an ...