Steve Lackey – IR Robert Kelly – Chairman and CEO Todd Gibbons – CFO Karen Peetz – CEO, Financial Markets and Treasury Services James Palermo – Co-CEO, BNY Mellon Asset Servicing Brian Rogan – Chief Risk Officer Ronald O'Hanley – President & CEO, BNY Mellon Asset Management Vice Chairman, The Bank of New York Mellon Corporation Tim Keaney – Co-CEO, BNY Mellon Asset Servicing Rich Brueckner – CEO, Pershing Arthur Certosimo – Senior EVP and CEO, Broker-Dealer Services and Alternative Investment Services, Financial Market and Treasury Services

Mike Mayo – CLSA Tom McCrohan – Janney Montgomery Scott Gerard Cassidy – RBC Capital Markets Kenneth Usdin – Banc of America Securities Betsy Graseck – Morgan Stanley

Thanks very much, Wendy, and good morning everyone. Thanks for joining us to review the first 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 2008 10-K, 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, April 21, 2009. 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 provides the highlight of our results. We also have a supplemental document, the quarterly earnings review, available on our home page, which provides a five-quarter view of the total company on our six business segments.

We will be using this document to review our first quarter results. This morning call will include comments from Bob Kelly, our Chairman and CEO; and Todd Gibbons, our Chief Financial Officer.

In addition, there are several members of our executive management team to address your questions about the performance of our businesses during the quarter. Now, I would like to turn the call over to Bob.

Thanks, Steve, and good morning everyone and thank you very much for joining us. EPS in the first quarter was $0.28, and on an operating basis $0.53.

The bad news is revenue is down 14% year-over-year. Now, we have been talking about revenue eventually slowing for about six months now, and it has finally happened.

As you know, our company has benefited tremendously from financial market stress in late 2007 and all of 2008. We saw a flight to quality in deposits and higher spreads in NII, FX, and securities lending.

In Q1, interbank lending spreads declined, deposit levels had finally started to moderate and volatility has come down in FX. The good news is this is, of course, positive for the financial markets overall.

We're starting to see some improvements in the money markets with fixed-income activity in some of the equity markets. Part of the NII down graph represents a conscious decision by us to manage the investment process very conservatively over the past six months.

We are now beginning to take a little more risk, placing term money in the interbank markets over quarter-end versus just keeping it at the Fed. In other words, we could have earned more but we didn't.

This was a quarter for conservatism. The good news is, firstly, we continue to gain market share in our businesses.

In asset management, stronger investment performance is leading to improved market share in the US and Europe in most of our long-term strategies. We are seeing positive inflows into equity products for the first time since our companies were merged in 2007, which is very encouraging.

Prime money markets were strong as well. We saw outflows of low-yielding government and treasury funds for four months in a row.

During the first quarter, we saw inflows of prime funds of $13 billion and outflows of treasury and government funds of $27 billion. This is a huge improvement since the Lehman bankruptcy.

In wealth management, we had our 13th consecutive quarter of net positive claim assets flows. In asset servicing, we posted strong new business wins.

Over the past year, we won $1.9 trillion in assets in new assets under custody and that's over $300 billion in the most recent quarter. In issuer services, we're maintaining a strong number one position and we are seeing continued success in corporate trust and in the DR business.

In clearing, we continue to enhance our number one market position amongst – introducing broker dealers, and broker dealer and treasury services are also bringing in a lot of new business. In fact, issuer services, clearing, and treasury services all posted good revenue trends.

Now, as a result of the revenue challenge, we are aggressively managing expenses. Operating expenses were down 10% year-over-year.

We reduced staff expense by 15%. We held the line on non-staff expenditures, and from a merger synergy standpoint, we're continuing along as expected.

We also built capital. Todd is going to review this in better and in more detail, but just a couple of key points.

Both Tier 1 and TCE were up this quarter versus the fourth quarter. On a Tier 1 basis, we are in the first quartile of banks with or without TARP money.

Our Tier 1 was 13.8% and 11.2% without TARP. Our TCE was 4.2% versus 3.8% last quarter.

Now, we are currently medium versus our peer banks but there is a clear reason for this. We have, of course, a large exposure to the value of securities relative to loans versus traditional banks.

Hopefully, most of the problems in that tax of assets are now behind us. And you should know that excluding OCI, our TCE is above 7%.

That would be first quartile versus peers. This should eventually provide a lot of capital upside as security prices recover.

Finally, we decided to build capital more aggressively by reducing our dividend. In fact, we reduced it from $0.24 to $0.09.

This will generate approximately $700 million per annum in common equity. It also provides us with more flexibility for ongoing investment and growth, both organic and inorganic.

Very importantly, we believe it strengthens our ability to repay TARP in a very cost-effective way once we get permission from our regulators. We fully intend to return to historic payout ratios as soon as practical.

We would also note that the new dividend yield of 1.3% based on yesterday's closing share price is now in line with the average of our peer banks. Overall, based upon business trends we see in recent client actions, it feels like we are at or close to the bottom.

We are very well positioned to manage out of this recession, and we're going to continue to gain share. Now, I'm going to turn it over to Todd, so he can provide you with more color.

Todd.

Thanks Bob and good morning. As I take you through the highlights of the quarter, please note that for comparative purposes, I will exclude the impact of investment securities and asset write-downs from our results.

Before I get into the numbers, let me offer metrics around some of the key drivers of our businesses. During the quarter, we continued to enjoy strong new business wins, increasing our global market share in every business line.

Nonetheless, global equity market values were down between 40% to 48%, activity levels in our servicing business were lower than we have seen in recent quarters, and to protect our balance sheet in an uncertain environment we kept a larger percentage of our assets low-yielding very short-term liquid instruments. That combined with the historically low interest rates, and the normalization of client balances affected NIR.

This led to a 14% decline in operating revenue. With that as a backdrop, let us get into the numbers.

My comments will follow the quarterly earnings review report beginning on page 3. Our continuing EPS was $0.28.

It was reduced by a total of $0.25 including $0.21 per share or $246 million from investment and goodwill write-downs, and $0.04 of merger and integration expenses. The decline in market values and volatility impacted assets and wealth management and asset servicing, but our success in winning new business offset a portion of these declines.

Our other servicing businesses performed very well. You can also see from the chart on page 3 that all our businesses showed great expense control, particularly those impacted by the market environment.

Total company operating revenue declined by 14% year-over-year and 21% sequentially, and we reduced operating expenses by 10% year-over-year and 9% sequentially. Our operating margin for the quarter was 33%.

Turning to page five of the earnings review, you can see that while US equity market values were down 40% and global equity values were down 48%, our assets under management and assets under custody held up relatively well reflecting the benefit from product diversification and new business. Over the past 12 months, we have won an interim $1.9 trillion in new business in asset servicing with $335 billion of that coming in the first quarter.

The benefit of these new businesses has helped to offset the impact of lower market values and a stronger US dollar. An example of our success in gaining market share has been with hedge funds.

Over the past year, hedge funds assets have declined significantly as most of you know, from a peak of $2 trillion to $1.2 trillion. Over the same period, hedge funds administered by The Bank of New York Mellon remained stable at approximately $200 billion.

Our long-term flows of assets under management were positive again in wealth management, and based on stronger investment performance, improved significantly in asset management. Another example of this improvement is one of the goals that we established in our investor conference last June.

That was to improve the Morningstar rankings to Dreyfus [ph]. In the most recent survey, Dreyfus’ products averaged 3.4 stars compared to 3 last year.

Turning to page six of the earnings review, which details fee growth, security-servicing fees were down 20% year-over-year. Even with the continued strong business wins over the past year, asset servicing bore the brunt of this decline due principally to lower volumes and spreads in securities spending as well as lower market values, transaction volumes, and the strong US dollar.

As you may know, one of the impacts from the market deleveraging process is a reduced demand for securities lending. Securities lending fees decreased $155 million year-over-year and $97 million sequentially, reflecting the reduced demand as well as lower spreads and lower market valuations.

On a possible note, in asset servicing for the second year in a row, we ranked number one among all Global Custodians in the R&M Survey, and we now have the number one quality ranking across all three major custody surveys. Issuer services fees were down 3% year-over-year resulting from lower levels of fixed-income issuances globally.

The sequential decline of 6% reflects lower depositary receipt fees due to the timing of corporate actions and lower shareholder services revenue, also due to lower overall corporate action activity, and the impact of lower equity values on stock option plan fees. Clearing fees declined 4% over the prior year primarily reflecting lower asset values and lower money market related revenue.

During the first quarter, we continued to benefit new business in the introducing broker-dealer segment, where we maintained a strong number one market share. Asset and wealth management fees were up 26%.

In asset management, we enjoyed positive flows in equities, fixed income and foreign money funds, offset by outflows in very low yielding government treasury funds, and in certain alternative products. Wealth management continued to benefit from strong organic growth particularly in the family office segment in the north-eastern wealth markets.

Wealth management has had positive client flows for the 13th straight quarter. FX and other trading revenue increased 19% year-over-year, and it actually declined 40% sequentially.

The increase from the year-over-year quarter reflects the benefit from higher volatility of key currencies, partially offset by lower client volumes. The decrease from the record fourth quarter reflects the impact of both lower volatility and client volumes.

With approximately 85% of the FX revenue driven by our securities servicing clients, lower volume and values negatively impacted trading revenue. We were pleased once again, however, to be recognized for our quality service in the Global Investor magazine, FX Survey, who rated the number one FX provider, and we won Best FX Service Overall.

Investment and other income was down $124 million compared to the first quarter of ’08 and down $112 million sequentially. This decline is principally due to a decline in the carrying value of certain equity investments.

Turning to net interest revenue, which is detailed on page seven of the earnings review, NIR and related margin continued to be influenced by the size of the balance sheet, mix of earnings assets, historically low interest rates and our conservative investment strategy in this uncertain environment. Net interest revenue increased 3% year-over-year, principally reflecting a higher number of deposits offset by narrower spreads driven by the asset mix.

49% of our earning assets were in liquid investments. On average, cash and interbank placements were up 78%, while loans and investment securities were actually down 12%.

NIR was lowered sequentially by $278 million due to the drop (inaudible) globally, which decreased the value of our non-interest-bearing deposits. Additionally, the size of our balance sheet has declined from $238 billion at year-end, to $203 billion at the end of the first quarter, reflecting the stabilization of the short-term credit markets.

We believe our balance sheet is likely to remain at current levels, unless conditions change once again. The mix of earning assets together with the historically low rate environment resulted in declines in the net interest margin of 25 basis points compared to the prior year and 45 basis points sequentially.

Our decision to maintain a highly liquid investment strategy was based on a very uncertain environment leading into and during the first quarter. The approach actually improved liquidity and it strengthened our capital ratios at the cost of approximately $0.03 or $0.04 per share.

We are now in a position to invest in high-quality assets with slightly longer durations. These sanctions should keep the net interest margin in the 180 basis point to 200 basis point range even in this current low rate environment.

Turning to page eight, you can see we reduced operating expenses by 10% year-over-year and 9% sequentially. Strong expense management response to the operating environment and the continued impact of merger-related synergies drove year-over-year expense and sequential declines in non-interest expense.

The 10% year-over-year decrease was driven by a 15% decline in total staff expense resulting from lower incentive and compensation expense, a 33% decline in business development expense and a stronger US dollar. Partially offsetting these declines were higher net occupancy and professional, legal, and other purchase services.

The sequential decrease includes declines in nearly all expense categories. In the first quarter, we incurred a $50 million goodwill impairment charge related to Mellon United National Bank, and we also recorded another $10 million restructuring charge on top of the $181 million charge we took in the fourth quarter.

This is related to the fourth quarter announcement of a 4% reduction in staff. Recall that this restructuring will lower expense base by $160 million to $170 million annually.

During the first quarter, the FDIC proposed a 10 to 20 basis point special emergency deposit assessment for all depositary institutions. The charge, if approved, is expected to be recorded in the second quarter, and based on the average accessible deposits in the first quarter, would be approximately $75 million assuming 10 basis points.

This is in addition to last year's increase in the assessment, which increased our cost to $15 million year-over-year and $7 million sequentially. Page nine of the earnings review shows the investment securities in our portfolio.

The unrealized net of tax loss of our available for sale portfolio was $4.5 billion at March 31, an increase of approximately $400 million compared to the prior quarter. This increase primarily reflects a decline in the value of the ALTA securities.

We ever again included a breakdown of investments on our watch list. This is now approximately 39% of the portfolio, a slight up-tick from the end of the fourth quarter.

These types of securities are under more credit stress, and are generating the majority of the negative marks and impairments. Since the end of the fourth quarter, the housing market indicators and the broader economy continued to deteriorate.

To properly reflect the declining value of homes in the current environment, we adjusted our loss severity assumptions to decrease the amount we expect to receive to cover the original value of the securities. As a result of these adjustments to our assumptions, a larger number of securities, which were primarily ALTA generated an expected loss, and consequently we reported an impairment charge.

Combined with the write-down of the structured tax investment, we reported a total of $295 million in pre-tax securities loss. Effective March 31, we adopted two new accounting standards that impacted the securities portfolio.

The first new standard, FAS 115-2 changing the accounting for impairments. Under the new standard for securities, we do not intend to sell, only the credit related portion of an OTTI is required to be reported through the income statement.

The reminder is recorded in other comprehensive income. In the first quarter, the credit loss component of $295 million was reported as a securities loss on the income statement and the non-credit related component of $1.2 billion remained in OCI.

As a result of adopting the other accounting also FAS 115-2, the transition rules required us to record an adjustment for previously recorded impairment charges. This adjustment increased retained earnings by $681 million, and also increased the loss and accumulated OCI by any equal amount.

All of our regulatory capital ratios strengthened compared to the prior quarter, Tier 1 of 13.8 compares to 13.3, total capital of 17.7 compared to 17.1, and the leverage ratio was 7.8 compared to 6.9. We are conscious that the market is also focused on the tangible common equity ratio, and it improved to 4.8%.

As I noted earlier, we did adopt the new FASB guidelines related to value in securities, and the benefit was approximately 28 basis points. However, that ratio would have been up whether we had adopted the new accounting or not.

We recognized that the investment community does not look at the various capital ratios in isolation. So relative to the 8 banks in our peer group, we rank in the top quartile for Tier 1, medium in TCE, and medium in our dividend yield based on the reduced quarterly dividend of $0.09.

I would also point out that among those peers, we have the lowest relative amount of TARP to be repaid. Now turning to our loan portfolio.

Our loan portfolio continues to be of high quality, mostly short-term and investment grade. The deterioration that we have seen is primarily limited to the portfolio of the Florida bank as well as some other residential home loans.

During the quarter, we raised the provision for credit losses to $80 million. Charge-offs were less than provision at $50 million, non-performing assets increased by $129 million to $429 million, virtually all real estate related.

The effective tax rate was 27.2% in the first quarter of 2009. If we exclude the impact of the non-operating items, the effective tax rate was 32.6%.

Turning to the integration front on page 12, we achieved a $186 million in annualized revenue synergies. We reached a $173 million in expense synergies during the quarter, which is $16 million higher than the fourth quarter.

We are now almost 85% of the way through our M&I expenses, and we are meeting or exceeding our operating commitment in asset servicing and that is where most of the overlap occurred. Looking ahead, we are confident.

We will be first among the first banks to recover from the global recession. Bob has frequently talked in the past about the three waves of the downturn for banks.

The first is the mark-to-market declines in write-downs of securities. Second is consumer debt losses, and the third is commercial and commercial real estate loans.

Our balance sheet is obviously most impacted by that first wave, and the good news is we appear to be emerging from this part of the cycle. We have a strong balance sheet, excellent capital ratios, tremendous liquidity and the earnings power to withstand an even more severe recession.

During the current downturn, our businesses have gained market share, and as the market environment improves, we are extremely well positioned to benefit. Our fee revenue is leveraged to any benefit in the equity and credit markets, and as Bob indicated, we are seeing some early signs that are making us a little more optimistic.

With that I will turn it back to Bob.

Thanks Todd and why don’t we open it for questions now.

Yes, Mike Mayo with CLSA. Hi Bob.

Hi, Mike.

When it comes to the expense reduction, that is good news, and I guess it stems from the merger savings, but my question is, given the revenue environment and the decline in revenues, how much more leverage do you have to reduce expenses so as to prevent negative operating leverage?

Yes, it is a good question. The revenue obviously was our primary issue in the quarter, and we worked pretty hard on the expense side, and what I would say is our expense reductions are firstly sustainable and largely permanent, and repeatable.

And also I want to say that. So in other words it is not any one time stuff in there.

It is a combination of the restructuring that we did in the fourth quarter, and you don't see the full run rate of that. But it is there.

In merger saves [ph], we are being tougher on compensation, quite frankly on bonus type schemes, and we have other programs that are underway. So what I would say is that at the top of the house [ph], there are other things that we can do.

The only thing that I'm going to be careful of though is that we are not going to impact quality or level of service in the company. We want to continue to gain market share throughout this process, but I do want to emphasize we have more flexibility from here if we need to.

As a follow-up, what percent of the expenses are variable versus fixed. I know that in your Legacy Bank in New York the number is, if I'm correct, it is supposed to look 80% or so, and at Mellon, I thought it was more variable.

So, what percentage of expenses are variable and what are some additional levers you have, and additional compensations should revenues continue to decline?

Well, I will let toward handle that. But let us remember that all expenses over the medium term are variable.

In the long run?

Todd.

Obviously Mike, the largest expense that we have is compensation expense, and with the actions that we took in the fourth quarter, and the synergies that we're going to continue to grind out of the company, I think we will continue to do better there. We are seeing opportunities to improve operating efficiencies as well.

We are creating utilities that a number of our businesses can use, and I think it will increase efficiency and lower cost. We are also running a little hot on our consulting expenses right now, and I think we're starting to see that fade down a little bit from where we were in the fourth quarter, but I think there is more room for us there.

But most of the leverage comes with how we're doing in the incentive side, and that is relative – it is all related to revenue across the company.

In the short term, what percent would be variable like a half or two thirds or –

It is hard to say. I would say it is probably within that range of 50% to 60%.

Yes, the other thing I would say Mike is given our mix of businesses and the scale we have in each of our businesses is that there are other things we can do in the medium term as well. So there are short-term actions, and there are medium-term actions, and we're starting to think about medium term things as well.

So if you want to believe that there is a structural change in financial services, you can do that, and – but we're not going to take a chance in case there is. I know at some point these markets are going to return, but I think we got some great medium-term opportunities in everything from real estate to more fundamental ways of reducing paper and getting common activities at a much lower unit cost.

And we're going to be working on that as well, and that just talks to the advantage of scale here.

Thank you.

Thank you.

Hi, good morning. Hi Bob.

Hi Todd.

Hi, Tom.

Good morning Tom.

Just curious, the reduction in dividend, why don’t you just reduce it to like a penny if there is any interest as to kind of repay back the TARP money, I think you kind of talked about (inaudible) just cut it more than you did?

Hi, Tom it is Bob. I guess there are a couple of reasons there.

The first one is, it kind of gets back to that kind of three-way type of comment, is that we would like to think that the majority of the issues on our balance sheet has been identified, and on a relative basis we should outperform in terms of asset quality over than next year. Second thing is, I think dividends are actually pretty important in companies whether they be financial or industrial, and we should pay a dividend, and I don't believe we're having a competitive dividend rate.

We were certainly much higher than our peers, and so our view was, let us go to a peer type level or peer average and that put us in the middle of the pack, and generates a lot of free capital that we can do other things with. So that is why, and I don't think we have to reduce it that much in the end.

So, you know, it will be interesting to see how things have progressed here, but we all feel pretty comfortable at this level.

Fair enough, and in your comments that you kind of feel like you are at or close to the bottom, is that a view for the revenue side or is that also talking about kind of the credit position. Do you think that is also at or close to the bottom?

You know, I will start with the revenue side. We spend a lot of time obviously talking about the numbers.

We do it every quarter and we do it – and we do it every month as well. But I'm getting more of a sense, Gerald and I both (inaudible) go around the table (inaudible) that we could be here or close to it, and – which is somewhat encouraging, although what I would say to you is let us be cautious and conservative here, but we are seeing some encouraging signs.

The asset management loans were a good example that I pointed out, and I'm sure Ron could talk about it more, but on the credit side Brian what would you say?

Excuse me. Hi, it is Brian.

You know, we are at the high-end of our range right now. We see the similar numbers for the next couple of quarters at least, until we see some real signs of the macroeconomic recovery.

But I think, as Todd mentioned, the important thing is we don't have credit card loans, we had minimal consumer loans and we stopped making LDL loans in 2006. So, we think we are at the higher range, but this should continue probably for a couple of quarters.

At this sort of level.

At this sort of level.

Ron, what would you say, you know, it is kind of interesting to think about the asset management business and some of the changes you have seen in the last few months, is there any color you can add to that?

Yes, it is Ronald O'Hanley here. What I would point to a little bit is asset flows.

What we saw happen in the first quarter was quite strong flows in long-term bonds, and there were inflows and outflows – comes the outflows in the second, but the inflows start at the beginning of the quarter with our institutional money coming back in, but what was very positive for us, as we started to see as the quarter progressed our retail money. And that is a combination of two things.

One is, some of the retail money starting to move, but us capturing a disproportionate share because investment performance has been so strong. We're seeing that at Dreyfus.

Todd talked about the Morningstar rating, now that is quite close to 3.5 up from 2.7 at the end of ‘06. In our European fund sales, we were third in overall sales in Europe for the quarter, and just in our overall shift in shares.

So we feel quite positive that as investors start to move into the market, given our performance and given our distribution capability, we will enjoy a disproportionate share.

So, we will see, but thanks for asking Tom.

Thanks for taking the questions.

Sure.

Hi Bob.

Hi Gerard.

Coming back to that answer you just gave about the bottoming, possible bottoming in businesses, what should we look for as outsiders that could actually push or what do you guys, I guess are most worried about that could actually the bottom maybe is not in the next 3 to 6 months, but could be in 2010. Is it a global economic decline or what are some of the tell-tale signs that you guys are watching to make sure that this does not get pushed out into 2010?

Well, you know, let us talk macro and then a little more micro on markets and then finally to us, and if anyone else wants to jump and please do. Clearly we are going to see unemployment rates in this country rise for some time, yes.

And we don't see a near term end to that, and hopefully we will see some peaking in unemployment by the end of the year, starting next year. Secondly, we are all watching Case-Shiller, and of say the top 20 cities it would be great if we could see two or three cities at some point by the end of this year that are flattened out in terms of house price declines, and maybe start to turn a little bad and we are watching inventories as well.

I can’t help but think that those are the key things that I am watching and, you know, the employment data generally, and I would say that I think we got a pretty good shot here of turning around faster than Europe for example. If you look at some data, I don't know if you have been watching this at all, but if you look at bank loans or bank assets as a percentage of GDP in the US, it is pretty low compared to Europe.

And we don't have the Central and Eastern Europe issues that Europe is currently struggling with as well. To some degree our problem is a little bit easier to fix here, and of course we went into this earlier.

Getting a little bit micro, when you get into the financial markets, and you get to think about the fact that firstly the markets tendency that has turned six or nine months in advance, we are certainly watching interbank market spreads. The lending spreads are really coming nicely.

We have seen corporate bond spreads start to come in. We're starting to see some high-quality bond deals getting done, and eventually that is going to lead to more higher yield stuff getting done.

And you can't help but think that at some point here, hopefully later this year, you're going to see more banks being able to do 5 and 10 year unguaranteed bond type issues, and ultimately with more activity in the capital markets that is going to be good for us as well.

Gerard, I would just add a couple of points from a financial markets perspective that Bob started to allude to. We're seeing the financial markets open back up.

You know, in January you saw some very high grade companies be able to issue debt securities. You are now seeing lower-grade companies issue in size, you are seeing some degree of leveraged company issue, HCA last week had a big new issue.

We're seeing some structured notes in the corporate trust area start to come to market as well. We're not going to see CDOs comeback, but we're going to see structured notes come back to the marketplace.

Ron commented on long assets being invested again in the asset management area. So you're just seeing a general pickup in financial market activity, and I believe that deleveraging in the broker-dealer community and across the world has essentially occurred.

We are fairly deleveraged now to a more sustainable rate, and from here we can build upon.

You know, it is good to see that consumer saving rates now are up around 4%. They would probably go higher than that 7% and 8%, and that is why they are a good thing for the nation as well.

So we're not saying that for the industry that loan losses have peaked. You're going to see lot of losses this year and next year, but if you think in terms of those three waves, but I think at some point what you're going to see is over the next 12 to 18 months, you are going to be able to see I hope with the opening up of the financial markets, we are going to see the ability of most of the banks to be able to start issuing debt as well as equity, and of course that is a great thing for the taxpayer and for the country because that means TARP is going to get repaid and get repaid at a very nice profit to the taxpayer.

Speaking of TARP, I missed your opening comments Bob, so I apologize if you have addressed this, what is your view on paying back your TARP, and did you make any comments about the stress test that you're hearing about that?

Gerard, I actually did make any comments about it, and we don't know anything about the stress test more than you do. We have been providing data.

All I can say is, I am not losing any sleep on it, and I think we are as well positioned as anyone in terms of our ability to repay just using the simple measure of the amount of TARP as a percentage of our market capital, probably number one in the industry here, and so we will see, and I like the relative strength of our balance sheet. I like our liquidity, and the general earnings power.

These are all positive things, and we will see what happens here in the coming week. Hopefully, we will get some information relatively quickly from the regulators, and we will take the lead and obviously we won’t do anything without their permission, but it is certainly our hope that they will be in one of the earlier waves of being able to repay TARP if that is allowed to occur.

You know, the way I kind of think about it is we have a lot of excess Tier 1, and frankly it has served its purpose. The markets have returned to a much better liquidity, then they were in the fall then we had the crisis, and we have actually generated a couple of hundred of basis points of Tier 1 in the last couple of quarters.

We're good generators of Tier 1. We have more than we need.

You know, and the thing to think about too is this TARP money is pretty expensive money. It is 5% after tax.

You know, we could find alternative instruments that are a lot cheaper and therefore earnings could go up, and you know, ultimately I think it is a really strong message to our clients around the world, and also to the financial markets and indeed to the taxpayers, and you know lastly, and I think about this all the time, you know, this continues – I want to make sure that we continue to be a destination for the most valuable and talented people around the world. You know, we have outstanding people, and I would never want to jeopardize us on the recruiting side or people being worried about payment structures or whatever in terms of longer-term competitiveness.

So, I think there is a lot of reasons why the healthier company should be allowed to repay TARP eventually, but of course, we still have a lot to learn about the process, and I look forward to hearing more in due course.

One last question, have you found with new business wins companies that don't do any business with Bank of New York. Have they asked you more recently than if you guys think back a couple of years ago about capital, about the capital ratios.

Is that part of your conversation more today with new potential clients versus a year or two ago?

Yes, it has been a big change frankly. Last year, I would say that it was a non-issue at the beginning of the year, and in the post-Lehman bankruptcy and the TARP money being received, I think it was a big positive that clearly identified particularly to non-US clients and potential clients that here are the survivors.

I think it has suddenly changed some over the past three or four months and outside of the U.S. and increasingly inside the U.S.

now it’s kind of viewed as negative, and certainly when I travel in the Middle East or Asia or in Europe, I do get more comments about capital levels generally and TARP generally as well. We never would have had those conversations six months ago, and let's face it as you become, and use the market on the buy side and the sell side, it becomes very much more sensitive to it, so have clients.

So it comes up regularly, and frankly we view it as a selling plus, when we are pitching outside of the country.

Thank you.

Let me just, if you can just add to that, and we also enjoy very high credit ratings as well as strong capital ratios. I think maybe a few of the other business leaders here could comment, Tim or maybe how is it helping your business?

Absolutely, Gerard as Bob indicated, the competition that we are involved at the top of the list is the capital and financial strength of our organization vis-à-vis the competition, and that has come up more readily over the last few months that used to be somewhere in the 8th, 9th, 10th on the criteria list a year or so ago. So it has absolutely led to new business opportunities, it has led to expanded relationships, and it has actually caused some clients to think about the different models that they have where we are seeing in the past, where a very large financial institution had multiple custodians.

Now they are looking to see if they shouldn't in fact reduce the number of custodians and be much more careful of those business partners are.

Thanks. Good morning everyone.

My question just revolves around the business model. Obviously, revenue diversity has always been a hallmark of the company.

This is the type of quarter where obviously, you know, just things are challenging across the board, and you feel on all the revenue lines. I'm just wondering as you look forward into some of the comments you made about and you are starting to see on the hopes of some improvement, how do you think, you know the business model will react on the positive side, meaning that you has had a lot of businesses that had kind of, you know, “over earned” but then kind of this quarter kind of everything you know had its own challenges.

So, I guess what is that prospect of things going directionally all the right way when things improve as opposed to how they’ve kind of come in on the downside?

Well, one of the things to remember on that Ken is we actually did have some positives, like Karen had a great quarter in her business mix and Karen, why you don’t you just talk about it for a second.

Really all of issuer services had a terrific showing for the first quarter, mostly of new business wins as we talked about. We have the number one market position in all three of those businesses, and particularly corporate trust had a pick up in issuance, as well as deposit growth with great expense control.

So we had a terrific quarter in issuer services.

When you take a look at the P&L, Kenneth, by business line you’ll see Karen's businesses had a very nice quarter, and Rich also had a very good quarter as well in Pershing. Anything, you would add Rich?

Yes, Bob I’d say we had good quarter in the sense fixed-income trading was very robust, and I would say looking forward the pipeline is very strong too, it’s 20% over what it was a year ago. So, I feel very good about that.

Yes, so and most of our peers don't have that and frankly that's probably I would expect at some level we would probably outperform the bid in this revenue story, which is not present this quarter, but it is what it is. Where the over earning was, was in asset management and security servicing, especially on the custody side, and that's where it showed up in the P&L when you look at that.

Our other businesses continue to be in pretty good shape here. Jim or Tim is there anything about outlook our pipeline at this point and the model.

Yes, Bob, I would make just a couple of points. Tim Keaney here.

It is actually a little bit of a good news story in here, year-over-year with equity markets down 39%. We actually converted in 1.5 trillion in new assets.

That is a 6.5% increase in assets under custody. It is a good news story, especially when you couple it with the quality.

We actually picked up 2% market share in a declining market. In terms of the new business pipeline Bob, we have about 4 trillion in pipeline that's up a little over 30% sequentially.

We still enjoy a very high new business win rate about 63% and as Todd mentioned, we won $335 billion in new wins, and converted $371 billion in new conversions into the organization in the first quarter.

I think we have, you know, I think we are really levered to the upside in both asset management and asset servicing. I love the platform we have.

It is just that we are reflecting right now the incredible stress that we’ve seen in the equity markets. So, as some point that's going to turn.

You know as Tim pointed out, the pipelines, I think decisions are being made. There are three big pipelines, but the decisions have been made a little bit slower than typically and that's not surprising given what’s going on over here, but I love our model and it will turn here eventually.

Thanks for the color Bob.

Thanks.

Thanks. Good morning.

Hi, Betsy.

I'm sorry if I missed this, but if you could just talk a little bit about the trends in sec stock lending. I know you indicated that you think we are close to the bottom for the overall organization.

Can you just give us your thoughts and color on the sec lending business both on margins and volumes?

Probably the best person to do that Betsy is Jim (inaudible).

Bob, Betsy. As we've been talking about Gerard mentioned, and I think appropriately, we really do believe we are at or near the end of the deleveraging process.

So that in contour with the market value declines that we've seen, we are actually our on-loan balance at the end of the first quarter was reminiscent going back to as far as 2004. So, we clearly have a reset base in the securities lending from an on-loan standpoint.

I think that's the bad news. The good news is the pipeline is very strong in securities lending side.

We in fact added ten new securities lending clients in the first quarter, and we have got a pipeline that includes 83 different prospects for securities lending. So we really think that there is brighter days ahead on the securities lending side, and we are looking forward to build on some of these new prospects and bring them in as clients.

And Betsy, what I would say is we’ll have to be a little careful here, is that it is encouraging, but it is early days. So let's see what happens here.

I mean, obviously people exited the program. Has any of those folks come back yet or not?

We’ve had about just over 2% of the number of clients in the program actually fully exit. Some have capped their programs Betsy, and now we're beginning to see some of those caps coming off, but as Bob said I think it is going to be a slower process as we look ahead over the next few quarters, until we get some more confirmation around the stability of the markets.

And the prospects that are you talking about, are these folks who have never been in this product before or they are just looking around to – they are folks who had left maybe from other shops and are looking around at what the best option might be to get back into the program?

Yes, it’s actually a mix of what you just described Betsy.

And then on the gross margin here, on the margin on securities lending, I mean clearly part of it had been a function of – benefited from a function of dislocation and spreads at the shortened end of the curve. Could you talk a little bit about you know the margin outlook here for the product.

Yes. Spreads on a link basis were actually down over 40%, and down about 17% year-over-year.

And we would expect that they will be at or near the levels that they are currently at for a period of time. We are coming into the international dividend fees, and so we are seeing a little pickup in the on-loan volumes, and we would expect that spreads will widen just a little bit during this period.

Okay, but negative drag from LIBOR OAS normalizing. Is that pretty much picture of the pipeline now?

We think so.

Yes.

And then Bob just – I understand that – and completely understand so that your view on capital is that you're more than adequately capitalized, but you did cut the dividend. Can you give us a sense as to where you anticipate your capital levels to go and at what trigger point you might be able to pay back TARP?

You know, I’ve thought about it a bit, but the way I think about it is we want to outperform our peers on a competitive basis in everything we do whether it is revenue growth or long-term shareholder value creation, and so we've launched a awful lot of measures, and we are clearly easily first quartile in Tier 1. We are probably number two at the top 20 banks or something like that with or without TARP.

On TCE, you know, where which I know a lot of people care about, we are medium. And so, we say okay, well, let's do a little better than medium here, but given our mix of business, I don't think we have to be a lot better.

So we’ll see here, and I think the dividend solution helps shore up that even further. I guess the thing I'm looking for at this point is some evidence of the financial markets being stabilized or improved.

Because it kind of gets back to my earlier comment that you know, if you exclude OCI from our TCE ratio, we have an awesome TCE ratio, and that is mostly about illiquidity, we think, and so most of that is going to come back. So I'm looking forward to just the day whether it is next quarter or a future quarter where we start to see some slow improvement in the financial markets.

If we see it as sustainable, then good, and that’s when we’ll start to rethink our decision. The key is you know, we want to give ourselves flexibility in terms of stress markets, but also in terms of ability to repay TARP, when we are allowed, and also in terms of investing organically and inorganically.

You know, we're starting to think a little bit more aggressively than we did in the past.

Okay, so bright line touched, but move up in the rankings.

Yes, that’s how to kind of think about it and if you are watching the financial markets, particularly the debt markets, and you’re starting to see them improve obviously that'll be helpful.

Okay, thank you.

Thank you. I am having a follow-up question, Bob.

I heard you guys mention that you think the deleveraging is completed. Could you focus in and share with us what you mean by deleveraging obviously, a number of the big banks over in Europe have deleveraged in the broker dealers in this country have deleveraged.

The consumer and the US borrower hasn't really deleveraged there, but what do you guys when you mention deleveraging what are you referring to?

Yes, I think. Gerard this is Todd.

I think there are a couple of areas. Number one, in our sec lending business, part of the deleveraging is coming from the demand side.

It's the borrowers of the securities and as they brought down their balance sheet, the prime brokers that's been one aspect of the deleveraging. We are also seeing it a little bit on the broker dealers’ side.

So we are really more discussing here the broker dealer institutional market, not the consumer markets, since that is a space that we really don't play in.

And the consumer needs to continue to delever.

Art, you might want to add to it, Arthur Certosimo, Head of our Broker-Dealer services area I think that add to what he is seeing on the stabilization you are seeing Art?

Yes, I agree with Todd. I think that the way we see that is through the balances in the collateral programs in the global repo markets, clearly have declined not only due to market value but due to specifically this delivering, and we’ve been able to offset that by continuing to grab market share, but clearly we see the delevering.

Great, thank you.

Okay, well thank you everyone for the lovely questions. It's, you know, it continues to be a challenging environment.

That are some hopeful signs, on the other hand it's a challenging time as well. We're working hard on expenses and on capital and continuing to gain market share, and you know, it’s – we’ll continue to work very hard on your behalf.

So thank you for calling in and have a good day.