THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933Stock Option Agreement • December 7th, 2006 • Bank of New York Co Inc • State commercial banks • New York
substantial portion of the assets or deposits of Issuer or of any Significant Subsidiary of Issuer, (y) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 10% or more of the voting power of Issuer, or (z) any substantially similar transaction; provided, however, that in no event shall any merger, consolidation, purchase or similar transaction that is not entered into in violation of the terms of the Merger Agreement and that involves only the Issuer and one or more of its wholly-owned Subsidiaries or only any two or more of such wholly-owned Subsidiaries, be deemed to be an Acquisition Transaction;
AGREEMENT AND PLAN OF MERGER BETWEEN MELLON FINANCIAL CORPORATION AND THE BANK OF NEW YORK COMPANY, INC. DATED DECEMBER 3, 2006Merger Agreement • December 7th, 2006 • Bank of New York Co Inc • State commercial banks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 3, 2006, is between MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (“Mellon”), and THE BANK OF NEW YORK COMPANY, INC., a New York corporation (“BNY”).
