-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0Ordhnrsrhb8AAhLJAoYm2cWmkY3JZRnvslRvr8yAjSbXbd2OKixa8OBqY4SgRa s3JPHcK3wcwvCXjLYgnI2w== 0000950109-96-007894.txt : 19961126 0000950109-96-007894.hdr.sgml : 19961126 ACCESSION NUMBER: 0000950109-96-007894 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961125 EFFECTIVENESS DATE: 19961125 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16745 FILM NUMBER: 96671996 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CENTER STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 25, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 MELLON BANK CORPORATION (Exact name of issuer as specified in its charter) Pennsylvania 25-1233834 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Mellon Bank Center 500 Grant Street Pittsburgh, Pennsylvania 15258-0001 (412) 234-5000 (Address of principal executive offices) (Zip Code) MELLON BANK CORPORATION 401(K) RETIREMENT SAVINGS PLAN (Full Title of the plan) Carl Krasik, Esq. Associate General Counsel and Secretary Mellon Bank Corporation One Mellon Bank Center 500 Grant Street Pittsburgh, Pennsylvania 15258-0001 (412) 234-5222 (Name, address and telephone number of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount of Title of Securities to be Amount to be Offering Price Aggregate Registration Registered Registered Per Share Offering Price Fee - ----------------------------------------------------------------------------------------------------------------- Common Stock ($0.50 par value) (1)(2) 400,000 $65.50 (3) $26,200,000 (3) $7,940 (3) - -----------------------------------------------------------------------------------------------------------------
(1) Includes preferred stock purchase rights. Prior to the occurrence of certain events, these rights will not be exercisable or evidenced separately from the Common Stock. (2) In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the above Plan. (3) Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(h) of the Securities Act of 1933, on the basis of $65.50 per share, the average sale price of the Common Stock in the consolidated reporting system on November 18, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents heretofore filed with the Securities and Exchange Commission by Mellon Bank Corporation (the "Corporation") (Commission File No. 1-7410) pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated in this Registration Statement by reference and made a part hereof: (1) The Corporation's Annual Report on Form 10K for the year ended December 31, 1995, filed pursuant to Section 13 of the Exchange Act. (2) The Mellon Bank Corporation 401(k) Retirement Savings Plan's (the "Plan") Annual Report on Form 11K for the year ended December 31, 1995, filed pursuant to Section 15(d) of the Exchange Act. (3) The Corporation's Quarterly Reports on Form 10Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, filed pursuant to Section 13 of the Exchange Act. (4) The Corporation's Current Reports on Form 8-K, January 10, 1996, February 27, 1996, February 29, 1996, April 16, 1996, May 21, 1996, July 16, 1996, August 6, 1996, August 26, 1996, September 30, 1996, October 15, l996, October 15, 1996, and October 29, 1996, filed pursuant to Section 13 of the Exchange Act. (5) The description of the Corporation's Common Stock set forth in the Corporation's Registration Statement on Form 8-A, dated June 10, 1981, filed pursuant to Section 12(b) of the Exchange Act, including all reports updating such description. (6) The description of the Rights set forth in the Corporation's Registration Statement on From 8-A, dated October 29, 1996, filed pursuant to Section 12(b) of the Exchange Act, including all reports updating such description. Each document or report filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents until the information contained in such document is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement. 1 Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel The validity of the Common Stock covered by this Registration Statement will be passed upon for the Corporation by Carl Krasik, Esq., Associate General Counsel and Secretary of the Corporation, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258. As of October 31, 1996, Mr. Krasik held options issued by the Corporation pursuant to the Corporation's Long-Term Profit Incentive Plan (1996) covering 5,950 shares of the Corporation's Common Stock. Mr. Krasik is also a participant in the Plan. Item 6. Indemnification of Directors and Officers The Restated Articles of Incorporation, as amended, of the Corporation (the "Articles") provide that, except as prohibited by law, every director and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against fees and expenses and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Corporation or otherwise, in which such person may be involved as a party or otherwise (subject to certain limitations in the case of actions by such person against the Corporation) by reason of such person being or having been a director or officer of the Corporation or serving or having served at the request of the Corporation as a director, officer, fiduciary or other representative of another entity. The Articles also give to indemnitees the right to have their expenses in defending such actions paid in advance by the Corporation, subject to any obligation imposed by law or otherwise to reimburse the Corporation in certain events. The Corporation has entered into an indemnity agreement (the "Indemnity Agreement") with each director and certain of its officers which provides a contractual right to indemnification against such expenses and liabilities (subject to certain limitations and exceptions) and a contractual right to advancement of expenses and contains additional provisions regarding determination of entitlement, defense of claims, rights of contribution and other matters. The Pennsylvania Business Corporation Law permits a corporation to indemnify its directors and officers, and to pay their expenses in advance, subject to certain limitations and exceptions. The specific indemnity provisions, which are by their terms not intended to be exclusive, are, in general, not as broad as the provisions of the Articles and the Indemnity Agreement; however, one provision would preclude indemnification in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, and another provision requires that advances of expenses may be made by a corporation only upon receipt of an undertaking to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. 2 The Corporation has purchased liability insurance policies covering its directors and officers to insure against the claims arising out of certain alleged wrongful acts on the part of such directors and officers and against claims arising out of certain alleged breaches of fiduciary duty under the Employee Retirement Income Security Act of 1974 on the part of such directors and officers. Article Seventh of the Articles and Article Two of the Corporation's By-Laws, as amended, both adopted by the shareholders of the Corporation at their annual meeting on April 20, 1987, further provide that, to the fullest extent that the laws of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit elimination or limitation of the liability of directors, no director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a director. The Pennsylvania Business Corporation Law provides that whenever the by-laws of a corporation by a vote of the shareholders so provide, a director shall not be personally liable for monetary damages as such for any action taken, or failure to take any action, unless (i) the director has breached or failed to perform the duties of his office under the standard of care and justifiable reliance specified in such act and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. These provisions do not apply to (i) responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for payment of taxes. Item 7. Exemption From Registration Claimed Not Applicable. 3 Item 8. Exhibits The following exhibits are filed herewith as part of this Registration Statement:
Number Description - ------ ----------- 4.1 Article Fifth of Mellon Bank Corporation's Restated Articles of Incorporation, as amended, relating to the Common Stock, par value $0.50 5.1 Opinion of Carl Krasik, Esq. as to the legality of the Common Stock being registered 5.2 Internal Revenue Service determination letter regarding qualification of Plan under Section 401 of the Internal Revenue. 5.3 Opinion of Reed Smith Shaw & McClay as to compliance of amended provisions of Plan with the requirements of ERISA pertaining to such provisions. 15.1 Consent of KPMG Peat Marwick LLP 23.1 Consent of Carl Krasik, Esq. (included in Exhibit 5.1) 23.2 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.2) 24.1 Powers of Attorney
Item 9. Undertakings (a) Rule 415 Offering The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post- effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; 4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings Incorporating Subsequent Exchange Act Documents by Reference The undersigned registrant hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Filing of Registration Statement on Form S-8 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES MELLON BANK CORPORATION Pursuant to the requirements of the Securities Act of 1933, Mellon Bank Corporation certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on the 25 day of November, 1996. Mellon Bank Corporation By: /s/ Steven G. Elliott ---------------------- Steven G. Elliott Vice Chairman and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 25 day of November, 1996. By: /s/ Steven G. Elliott ---------------------- Steven G. Elliott Principal Financial Officer and Principal Accounting Officer FRANK V. CAHOUET, Director and Principal Executive Officer; DWIGHT L. ALLISON, JR., Director, BURTON C. BORGELT, Director; CAROL R. BROWN, Director; J. W. CONNOLLY, Director; CHARLES A. CORRY, Director; C. FREDERICK FETTEROLF, Director; IRA J. GUMBERG, Director; PEMBERTON HUTCHINSON, Director; ROTAN E. LEE, Director; ANDREW W. MATHIESON, Director; EDWARD J. MCANIFF, Director; ROBERT MEHRABIAN, Director; DAVID S. SHAPIRA, Director; W. KEITH SMITH, Director; JOAB L. THOMAS, Director; WESLEY W. von SCHACK, Director; WILLIAM J. YOUNG, Director. By: /s/ Ann M. Sawchuck ---------------------- Ann M. Sawchuck Attorney-in-fact 6 SIGNATURES MELLON BANK CORPORATION 401(k) RETIREMENT SAVINGS PLAN Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 25 day of November, 1996. Mellon Bank Corporation 401(k) Retirement Savings Plan By: /s/ D. Michael Roark ------------------------ D. Michael Roark Chairman of the Corporate Benefits Committee 7 INDEX TO EXHIBITS
Number Description - ------ ----------- 4.1 Article Fifth of Mellon Bank Corporation's Restated Articles of Incorporation, as amended, relating to the Common Stock, par value $0.50, previously filed as Exhibit 3.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 1993, and incorporated herein by reference. 5.1 Opinion of Carl Krasik, Esq. as to the legality of the Common Stock being registered 5.2 Internal Revenue Service determination letter regarding qualification of Plan under Section 401 of the Internal Revenue. 5.3 Opinion of Reed Smith Shaw & McClay as to compliance of amended provisions of Plan with the requirements of ERISA pertaining to such provisions. 15.1 Consent of KPMG Peat Marwick LLP 23.1 Consent of Carl Krasik, Esq. (included in Exhibit 5.1) 23.2 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.2) 24.1 Powers of Attorney
8 EX-5.1 2 OPINION OF COUNSEL Exhibit 5.1 and 23.1 November 25, 1996 Mellon Bank Corporation 500 Grant Street Pittsburgh, PA 15258 Re: Mellon Bank Corporation 401(k) Retirement Savings Plan Registration Statement on Form S-8 ---------------------------------- Gentlemen: I am Associate General Counsel of Mellon Bank Corporation, a Pennsylvania Corporation (the "Corporation"), and, in that capacity, have acted as counsel for the Corporation in connection with (i) the proposed issuance by the Corporation from time to time of up to 400,000 additional shares of its Common Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank Corporation 401(k) Retirement Savings Plan (the "Plan"), (ii) the preparation of the documents that constitute the Section 10(a) prospectus for the Plan within the meaning of Rule 428(a)(1) of the Securities Act of 1933 and (iii) the preparation of the Corporation's Registration Statement on Form S-8 with respect to the Common Stock (the "Registration Statement"), to be filed with the Securities and Exchange Commission and with which this opinion is to be filed as an Exhibit. This opinion is being furnished pursuant to the requirements of Form S-8 and Item 601 of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In furnishing this opinion, I, or attorneys under my supervision, have examined the Registration Statement, the prospectus for the Plan and such other documents, legal opinions and precedents, corporate and other records of the Corporation and its subsidiaries and certificates of public officials and officers of the Corporation as I have deemed necessary or appropriate to provide a basis for the opinions set forth below. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. Based on the foregoing, I am of the opinion that: 1. The Corporation has been duly incorporated and is validly existing as a corporation under the laws of the Commonwealth of Pennsylvania; Mellon Bank Corporation November 22, 1996 Page 2 2. The Registration Statement has been duly authorized by all necessary corporate action of the Corporation; and 3. The shares of Common Stock when issued and delivered as contemplated by the Plan and the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. By giving such consent, I do not thereby admit that I am within the category of persons whose consents are required under Section 7 of the Act. Very truly yours, /s/ Carl Krasik EX-5.2 3 OPINION OF IRS Exhibit 5.2 5-14-93 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE DISTRICT DIRECTOR 31 HOPKINS PLAZA BALTIMORE, MD 21201-000 Employer Identification Number: Date: 25-1233834 File Folder Number: MELLON BANK CORPORATION 521001369 C/O RUSSELL J BOEHNER ESQ Person to Contact: REED SMITH SHAW & MCCLAY SYLVAN J OPPENHEIMER 435 SIXTH AVENUE - MELLON SQUARE Contact Telephone Number: PITTSBURGH, PA 15219-1886 (410) 962-3645 Plan Name: MELLON BANK CORPORATION RETIREMENT SAVINGS PLAN Plan Number: 001 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax Regulations.) We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated April 27, 1993. The proposed amendments should be adopted on or before the date prescribed by the regulations under Code section 401(b). This determination letter is applicable for the amendment(s) adopted on September 30, 1992. This letter is based upon the certification and demonstrations you submitted pursuant to Revenue Procedure 91-66. Therefore, the certification and demonstrations are considered an integral part of this letter. Accordingly, YOU MUST KEEP A COPY OF THESE DOCUMENTS AS A PERMANENT RECORD OR YOU WILL NOT BE ABLE TO RELY ON THE ISSUES DESCRIBED IN REVENUE PROCEDURE 91-66. The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. We have sent a copy of this letter to your representative as indicated in the power of attorney. -2- MELLON BANK CORPORATION If you have questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, /s/ H.J. Hightower District Director Enclosures: Publication 794 PWBA 515 Addendum -3- MELLON BANK CORPORATION In form, this plan also satisfies the requirements of Code section 401(a)(31). EX-5.3 4 OPINION OF COUNSEL Exhibit 5.3 & 23.2 [LETTERHEAD OF REED SMITH SHAW & MCCLAY APPEARS HERE] November 25, 1996 Mellon Bank Corporation 500 Grant Street Pittsburgh, PA 15258 Re: Mellon Bank Corporation 401(k) Retirement Savings Plan, as amended and restated effective January 1, 1989 ("401(k) Plan") Gentlemen: We serve as counsel to the Mellon Bank Corporation ("Mellon") Corporate Benefits Committee ("CBC") and Mellon Benefits Investment Committee ("BIC") (collectively, the "Committees") in their capacities as the named fiduciaries ultimately responsible for the administration of the captioned 401(k) Plan and the investment of its related assets, respectively. We also serve as counsel to Mellon, in its capacity as sponsor of the 401(k) Plan, to the extent Mellon takes actions solely in its capacity as sponsor which are not subject to the fiduciary responsibility rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In our capacity as counsel to the Committees and Mellon, as applicable, we were primarily responsible for: (i) drafting the captioned 401(k) Plan; (ii) obtaining the favorable determination of the Internal Revenue Service ("Service"), received May 14, 1993, regarding the qualified status of the 401(k) Plan, executed September 30, 1992, under section 401(a) of Internal Revenue Code ("Code") and the First (Qualification) Amendment to the 401(k) Plan executed June 17, 1993; (iii) drafting the subsequent amendments Two, Three and Four; and (iv) drafting the amended and restated 401(k) Plan document, currently in draft form, to be effective as of January 1, 1996 (the "Restated Plan"). The Restated Plan incorporates all the amendments since the prior restatement and implements Mellon's decision to amend the 401(k) Plan to automate its administration through the use of mutual fund investment options, daily valuation and telephonic transaction processing. None of the amendments subsequent to the [LETTERHEAD OF REED SMITH SHAW & McCLAY APPEARS HERE] Mellon Bank Corporation -2- November 25, 1996 First (Qualification) Amendment have been submitted to the Service for its determination regarding the continued qualified status of the 401(k) Plan as so amended under section 401(a) of the Code. The 401(k) Plan is intended to constitute a "qualified profit sharing plan" within the meaning of Treasury Regulation 1.401-1(b)(1)(ii), Code section 401(a) and the regulations promulgated thereunder. The CBC intends to request the Service to issue a favorable determination that the form of the Restated Plan continues to constitute a qualified plan. The Restated Plan document has been drafted to incorporate all material requirements of Code section 401(a). Accordingly, we are of the opinion that the Service will ultimately issue a favorable determination on the qualified status of the 401(k) Plan as amended subsequent to the First (Qualification) Amendment by the adoption of the Restated Plan. We hereby consent to the filing of this opinion as an exhibit to the registration statement to be filed under the Securities Act of 1933 (the "Act") with respect to the 401(k) Plan. By giving such consent, we do not hereby admit that we are within the category of persons whose consent are necessary under Section 7 of the Act. Very truly yours, Reed Smith Shaw & McClay /s/ Reed Smith Shaw & McClay EX-15.1 5 CONSENT OF AUDITORS Exhibit 15.1 [LETTERHEAD OF KPMG PEAT MARWICK APPEARS HERE] The Board of Directors of Mellon Bank Corporation: We consent to the use of our report incorporated herein by reference. /s/ KPMG Peat Marwick LLP Pittsburgh, Pennsylvania November 25, 1996 EX-24.1 6 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY MELLON BANK CORPORATION Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik and Ann M. Sawchuck, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-8 or any other appropriate form or forms or to amend any currently filed registration statement or statements, all pursuant to the Securities Act of 1933, as amended, with respect to the registration of up to four hundred thousand (400,000) additional shares of Mellon Bank Corporation's Common Stock to be issued from time to time pursuant to the Corporation's 401(k) Retirement Savings Plan and any and all amendments (including post-effective amendments) thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be effective as of November 19, 1996 and shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation. /s/ Frank V. Cahouet /s/ Andrew W. Mathieson ------------------------------ --------------------------------- Frank V. Cahouet, Director and Andrew W. Mathieson, Director Principal Executive Officer /s/ Dwight L. Allison, Jr. /s/ Edward J. McAniff ------------------------------ --------------------------------- Dwight L. Allison, Jr., Director Edward J. McAniff, Director /s/ Burton C. Borgelt /s/ Robert Mehrabian ------------------------------ --------------------------------- Burton C. Borgelt, Director Robert Mehrabian, Director /s/ Carol R. Brown ------------------------------ --------------------------------- Carol R. Brown, Director Seward Prosser Mellon, Director /s/ J.W. Connolly /s/ David S. Shapira ------------------------------ --------------------------------- J.W. Connolly, Director David S. Shapira, Director /s/ Charles A. Corry /s/ W. Keith Smith ------------------------------ --------------------------------- Charles A. Corry, Director W. Keith Smith, Director /s/ C. Frederick Fetterolf /s/ Joab L. Thomas ------------------------------ --------------------------------- C. Frederick Fetterolf, Director Joab L. Thomas, Director /s/ Ira J. Gumberg /s/ Wesley W. von Schack ------------------------------ --------------------------------- Ira J. Gumberg, Director Wesley W. von Schack, Director /s/ Pemberton Hutchinson /s/ William J. Young ------------------------------ --------------------------------- Pemberton Hutchinson, Director William J. Young, Director /s/ Rotan E. Lee ------------------------------ Rotan E. Lee, Director -2- -----END PRIVACY-ENHANCED MESSAGE-----