SUPPLEMENTAL INDENTURE Dated as of June 29, 2007

Exhibit 4.2

THE BANK OF NEW YORK COMPANY, INC., as ISSUER

and

THE BANK OF NEW YORK MELLON CORPORATION, as SUCCESSOR ISSUER

to

DEUTSCHE BANK TRUST COMPANY AMERICAS

(f/k/a Bankers Trust Company), as TRUSTEE

SUPPLEMENTAL INDENTURE

Dated as of June 29, 2007

This Supplemental Indenture, dated as of June 29, 2007, among The Bank of New York Company, Inc., a corporation duly organized and existing under the laws of the State of New York having its principal executive office at Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Company”), The Bank of New York Mellon Corporation, a Delaware corporation (“Newco”), and Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company), a New York banking corporation having its principal office at 00 Xxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Trustee”).

RECITALS

The Company executed and delivered to the Trustee that certain indenture, dated as of July 18, 1991 (the “Indenture”), pursuant to which one or more series of unsecured debentures, notes or other evidences of indebtedness of the Company (the “Securities”) may be issued from time to time by the Company. All capitalized terms used in this Supplemental Indenture not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

Section 801(1) of the Indenture provides that the Company shall not consolidate with, or merge into, any other Person, unless the Person formed by such consolidation or into which the Company is merged is a corporation organized and existing under the laws of the United States of America or any state thereof and shall expressly assume by a supplemental indenture, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all of the Securities and the performance of every covenant in the Indenture on the part of the Company to be performed or observed.

Section 901(1) of the Indenture provides that a supplemental indenture may be entered into by the Company, when authorized by a Board Resolution, and the Trustee without the consent of any Holders to evidence the succession of another corporation to the Company and the assumption by the successor of the covenants of the Company in the Indenture and in the Securities.

Mellon Financial Corporation and the Company have entered into an Agreement and Plan of Merger, dated as of December 3, 2006, as amended and restated on February 23, 2007 and March 30, 2007, pursuant to which they have agreed to merge (the “Merger”) with and into Newco, a newly formed Delaware corporation which will survive the Merger.

Pursuant to the Merger, Newco will, upon the consummation of the Merger, assume the Outstanding Securities (defined below) and the performance of every covenant in the Indenture to be observed or performed by the Company.

The Company desires and has requested the Trustee to join with it in the execution and delivery of this Supplemental Indenture to evidence the assumption, upon the consummation of the Merger, of the Outstanding Securities and the obligations of the Company under the Indenture by Newco.

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The following series of Securities (the “Outstanding Securities”) have been issued prior to the execution hereof and remain outstanding:

(i) 5.20% Senior Notes due July 1, 2007;

(ii) 3.90% Senior Notes due September 1, 2007;

(iii) 3.75% Senior Notes due February 15, 2008;

(iv) Floating Rate Senior Notes due May 27, 2008;

(v) Floating Rate Senior Notes due June 16, 2008;

(vi) 3.625% Senior Notes due January 15, 2009;

(vii) 4.95% Senior Notes due January 14, 2011;

(viii) 5.125% Senior Notes due November 1, 2011;

(ix) 5.00% Senior Notes due March 23, 2012;

(x) Floating Rate Senior Notes due March 23, 2012;

(xi) Floating Rate Senior Notes due March 10, 2015;

(xii) Core Notes due 2013;

(xiii) Core Notes due 2014;

(xiv) Core Notes due 2019; and

(xv) Floating Rate Extendible Notes due June 12, 2017; and

(xvi) Floating Rate Senior Notes due June 29, 2010.

The Company has furnished the Trustee with (i) an Opinion of Counsel stating that the Merger and the execution and delivery of this Supplemental Indenture comply with the Indenture, (ii) an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in the Indenture with respect to this Supplemental Indenture have been complied with and (iii) a copy of the resolutions of its Board of Directors, certified by its Secretary or an Assistant Secretary, pursuant to which this Supplemental Indenture has been authorized.

All actions necessary to make this Supplemental Indenture a valid agreement of the Company, Newco and the Trustee and a valid amendment of and supplement to the Indenture have been taken.

NOW THEREFORE THIS SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and intending to be legally bound hereby, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

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ARTICLE ONE

ASSUMPTION OF OBLIGATIONS

SECTION 1.1. Assumption of Obligations under Indenture. Newco hereby fully and unconditionally agrees to assume, and hereby does assume, effective upon the consummation of the Merger, the due and punctual payment of the principal of (and premium, if any) and interest on the Outstanding Securities and the performance and observance of every covenant of the Indenture on the part of the Company to be performed or observed.

ARTICLE TWO

DISCHARGE OF OBLIGATIONS

SECTION 2.1. Discharge of the Company from Obligations. In accordance with Section 802 of the Indenture, upon the consummation of the Merger, the Company shall be discharged from all covenants and obligations under the Indenture and the Outstanding Securities.

ARTICLE THREE

MISCELLANEOUS

SECTION 3.1. All the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Upon the consummation of the Merger, in accordance with Article Eight of the Indenture, Newco shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if it had been named as the Company therein and the Company shall be discharged of all obligations and covenants under the Indenture and the Securities.

SECTION 3.2. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

SECTION 3.3. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.4. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit, legal or equitable right, remedy or claim under this Supplemental Indenture.

SECTION 3.5. This Supplemental Indenture will become effective upon its execution and delivery.

SECTION 3.6. All covenants and agreements in the Indenture, as supplemented and amended by this Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

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SECTION 3.7. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

SECTION 3.8. The Indenture as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

SECTION 3.9. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 3.10. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the day and year first above written.

THE BANK OF NEW YORK COMPANY, INC.
By:		/s/ XXXXXX XXXXXXX
Name:		Xxxxxx Xxxxxxx
Title:		President
THE BANK OF NEW YORK MELLON CORPORATION
By:		/s/ XXXX XXXXXX
Name:		Xxxx Xxxxxx
Title:		Secretary
DEUTSCHE BANK TRUST COMPANY AMERICAS by Deutsche Bank National Trust Company
By:		/s/ YANA KALACHIKOVA
Name:		Yana Kalachikova
Title:		Assistant Vice President
By:		/s/ XXXXXX XXXXXXX
Name:		Xxxxxx Xxxxxxx
Title:		Vice President