0001193125-06-088069 Sample Contracts

CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
Confidentiality and Non-Solicitation Agreement • April 25th, 2006 • Mellon Financial Corp • National commercial banks

THIS CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT, (“Agreement”) made as of the 20th day of April, 2006, by and between Mellon Financial Corporation (“MFC”), and on behalf of Mellon Trust of New England, National Association (“Mellon Trust”), their parent companies, subsidiaries, affiliates, related entities, successors and assigns (collectively “Mellon”) and Ronald P. O’Hanley (hereinafter “O’Hanley”) in consideration of and as a condition precedent to the following additional compensation, the adequacy, sufficiency and receipt of which are hereby acknowledged, agree as follows:

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April 19, 2006 Ronald P. O’Hanley Boston, MA 02109 Dear Ron:
Mellon Financial Corp • April 25th, 2006 • National commercial banks

Effective January 1, 2003 you and Mellon Financial Corporation (“MFC”) entered into an Employment Agreement. In accordance with Section 19 of the Employment Agreement, you and MFC now desire to terminate the Employment Agreement effective as of April 19, 2006 and to relieve each other from the rights and obligations under the Employment Agreement that occur after April 19, 2006 but not for those rights and obligations that arose prior to April 19, 2006.

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