8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) – May 9, 2001

MELLON FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)

Pennsylvania	1-7410	25-1233834
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	One Mellon Center 500 Grant Street Pittsburgh, Pennsylvania (Address of principal executive offices)	15258 (Zip code)

Registrant’s telephone number, including area code – (412) 234-5000

ITEM 5. OTHER EVENTS

By press release dated May 15, 2001, Mellon Financial Corporation (the “Corporation”) announced that its board of directors authorized a new repurchase program covering 25 million shares of the Corporation’s common stock. This new program will take effect following the completion of an existing 25 million share repurchase program approved in May 2000, which is expected to be complete before the end of the second quarter of this year.

By press release dated May 16, 2001, the Corporation announced that Christopher M. “Kip” Condron, president and chief operating officer, has resigned to join AXA Financial, Inc. as president and chief executive officer.

By separate release dated May 16, 2001, the Corporation announced that Stephen E. Canter and Ronald P. O'Hanley have been named to the Corporation's now seven-member Executive Management Group, the most senior management body, which sets corporate strategies and policies and oversees day-to-day operations.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

The following exhibits are filed herewith and, in the case of exhibits 1.3 and 4.9, are incorporated by reference into Registration Statement Nos. 333-33248 and 333-33248-01 pertaining to certain debt securities of Mellon Funding Corporation and the related guarantees of the Corporation.

Exhibit Number	Description
1.3	Underwriting Agreement dated as of May 9, 2001, between Mellon Funding Corporation (the “Company”), Mellon Financial Corporation (the “Corporation”) and Goldman, Sachs & Co., Bear, Stearns & Co. Inc. and Mellon Financial Markets, LLC, as Underwriters, relating to the issuance and sale of $300,000,000 aggregate principal amount of the Company’s 6.40% Subordinated Notes due May 14, 2011 and the related guarantees of the Corporation, together with the Mellon Funding Corporation Underwriting Agreement Standard Provisions (Debt) dated March 24, 2000.
4.9	Form of 6.40% Subordinated Note due May 14, 2011.
99.1	Mellon Financial Corporation Press Release, dated May 15, 2001, announcing the matter referenced in the first paragraph of Item 5 above.
99.2	Mellon Financial Corporation Press Release, dated May 16, 2001, announcing the matter referenced in the second paragraph of Item 5 above.
99.3	Mellon Financial Corporation Press Release, dated May 16, 2001, announcing the matter referenced in the third paragraph of Item 5 above.

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MELLON FINANCIAL CORPORATION
Date: May 16, 2001	By: STEVEN G. ELLIOTT       Steven G. Elliott       Senior Vice Chairman and Chief       Financial Officer

EXHIBIT INDEX

Number	Description	Method of Filing
1.3	Underwriting Agreement dated as of May 9, 2001	Filed herewith
4.9	Form of 6.40% Subordinated Note due May 14, 2011	Filed herewith
99.1	Press Release dated May 15, 2001	Filed herewith
99.2	Press Release dated May 16, 2001	Filed herewith
99.3	Press Release dated May 16, 2001	Filed herewith

EX-1.3

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                                                                    Exhibit 1.3




                             UNDERWRITING AGREEMENT



                                                           May 9, 2001




Mellon Funding Corporation
Mellon Financial Corporation,
    One Mellon Center,
         500 Grant Street,
            Pittsburgh, Pennsylvania 15258.

Ladies and Gentlemen:

         Goldman, Sachs & Co., Bear, Stearns & Co. Inc. and Mellon Financial
Markets, LLC, as Underwriters (the "Underwriters"), understand that Mellon
Funding Corporation, a Pennsylvania corporation (the "Company"), proposes to
issue and sell $300,000,000 aggregate principal amount of 6.40% Subordinated
Notes due 2011(the "Offered Securities"), which are to be unconditionally
guaranteed on a subordinate basis, as described in the Prospectus Supplement and
Prospectus referred to below as to payments of principal, premium, if any, and
interest, if any, by Mellon Financial Corporation, a Pennsylvania corporation
registered as a financial holding company and a bank holding company under the
Bank Holding Company Act (the "Guarantor"). Subject to the terms and conditions
set forth herein or incorporated by reference herein, the Company hereby agrees
to sell, the Guarantor agrees to guarantee on a subordinate basis, and the
Underwriters agree to purchase, severally and not jointly, the principal amounts
of such Offered Securities set forth opposite their names on Schedule A hereto
at 99.069% of their principal amount, yielding total proceeds at closing of
$297,207,000.

         The Underwriters will pay for such Offered Securities in immediately
available funds upon delivery thereof at the offices of Sullivan & Cromwell, 125
Broad Street, New York, New York 10004, at 10:00 a.m. (local time) on May 14,
2001, or at such other time, not later than May 14, 2001, as will be designated
by the Underwriters.

         The Offered Securities will have the terms set forth in the Company's
and the Guarantor's Prospectus Supplement, dated May 9, 2001, and the
Prospectus, dated April 17, 2000, particularly as follows:


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         Maturity:                          May 14, 2011

         Interest Rate:                     6.40%

         Redemption Provisions:             10 Year Make-Whole, T + 20,
                                            as described in the Prospectus
                                            Supplement.

         Interest Payment Dates:            May 14 and November 14,
                                            commencing November 14, 2001.


         All the provisions contained in the documents entitled Mellon Funding
Corporation Underwriting Agreement Standard Provisions (Debt), dated March 24,
2000, a copy of which you have previously received, are herein incorporated by
reference in their entirety and shall be deemed to be a part of this Agreement
to the same extent as if such provisions had been set forth in full herein.



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         Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the appropriate space set forth below. This Agreement
may be signed in any number of counterparts with the same effect as if the
signatures thereto and hereto were upon the same instrument.

                                            Very truly yours,


                                            GOLDMAN, SACHS & CO.
                                            BEAR, STEARNS & CO. INC.
                                            MELLON FINANCIAL MARKETS, LLC

                                            By: GOLDMAN, SACHS & CO.


                                            By: /s/ Goldman, Sachs & Co.
                                                --------------------------------
                                                (Goldman, Sachs & Co.)



Accepted: May 9, 2001

MELLON FUNDING CORPORATION


By: /s/ Steven G. Elliott
    -----------------------------
Name: Steven G. Elliott
Title:   Chairman, President &
         Chief Executive Officer

MELLON FINANCIAL CORPORATION


By: /s/Steven G. Elliott
    -----------------------------
Name: Steven G. Elliott
Title:   Senior Vice Chairman &
         Chief Financial Officer



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                                   SCHEDULE A


                                                               Principal Amount
                 Underwriter                                   of Securities
                 -----------                                   ----------------
Goldman, Sachs & Co........................................      $ 165,000,000

Stearns & Co. Inc..........................................         60,000,000

Mellon Financial Markets, LLC..............................         75,000,000

                  TOTAL....................................      $ 300,000,000
                                                                 =============


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                           MELLON FUNDING CORPORATION
                             UNDERWRITING AGREEMENT
                           STANDARD PROVISIONS (DEBT)

                                 March 24, 2000


         From time to time Mellon Funding Corporation, a Pennsylvania
corporation (the "Company"), and Mellon Financial Corporation, a Pennsylvania
corporation registered as a financial holding company and a bank holding company
under the Bank Holding Company Act (the "Guarantor"), may enter into one or more
underwriting agreements that provide for the sale of designated securities to
the several underwriters named therein. The standard provisions set forth herein
may be incorporated by reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement, including the provisions
incorporated therein by reference, is herein referred to as "this Agreement".
Unless otherwise defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.


                                   ARTICLE I.

         SECTION 1.1 The Company proposes to issue from time to time debt
securities consisting of debentures, notes and/or other unsecured evidences of
indebtedness (the "Securities") to be issued pursuant to the provisions of the
Subordinated Indenture, dated as of June 12, 2000, as supplemented by the First
Supplemental Indenture, dated as of April 30, 2001, among the Company, the
Guarantor and Bank One Trust Company, National Association, as trustee, as the
same may be from time to time amended or supplemented (the applicable indenture
being referred to herein as the "Indenture" and the trustee thereunder being
referred to herein as the "Trustee"). The Securities will have varying
designations, maturities, rates and times of payment of interest, selling prices
and redemption terms, and may be either senior or subordinate obligations of the
Company as specified in the Underwriting Agreement. The Securities will be
guaranteed as to payment of principal, premium, if any, and interest, if any, by
the Guarantor on a senior or subordinated basis as specified in the Underwriting
Agreement.

         SECTION 1.2 The Company and the Guarantor have filed with the
Securities and Exchange Commission (the "Commission") a registration statement,
including a prospectus relating to the Securities and to the unconditional
guarantee by the Guarantor of payment of principal, premium, if any, and
interest, if any (the "Guarantees"), and will prepare and file a prospectus
supplement specifically relating to the Offered Securities and related
Guarantees (the "Offered Guarantees") in accordance with Section 6.1(a) hereof.
The term "Registration Statement" means the registration



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statement as amended to the date of the Underwriting Agreement. If the Company
and the Guarantor have filed an abbreviated registration statement to register
additional Securities and Guarantees pursuant to Rule 462(b) under the
Securities Act of 1933 (the "Securities Act"), then any reference herein to the
term "Registration Statement" shall be deemed to include such a registration
statement filed pursuant to Rule 462(b). The term "Basic Prospectus" means the
prospectus included in the Registration Statement. The term "Prospectus" means
the Basic Prospectus together with the prospectus supplement specifically
relating to the Offered Securities and Offered Guarantees as filed with the
Commission pursuant to Rule 424. The term "preliminary prospectus" means a
preliminary prospectus supplement specifically relating to the Offered
Securities and Offered Guarantees together with the Basic Prospectus. As used
herein, the terms "Registration Statement", "Basic Prospectus", "Prospectus" and
"preliminary prospectus" shall include in each case the material, if any,
incorporated by reference therein.

         SECTION 1.3 The term "Underwriters' Securities" means the Offered
Securities to be purchased by the Underwriters herein. The term "Contract
Securities" means the Offered Securities, if any, to be purchased pursuant to
the delayed delivery contracts referred to below.


                                   ARTICLE II.

         SECTION 2.1 If the Prospectus provides for sales of Offered Securities
pursuant to delayed delivery contracts, the Company hereby authorizes the
Underwriters to solicit offers to purchase Contract Securities on the terms and
subject to the conditions set forth in the Prospectus pursuant to delayed
delivery contracts substantially in the form of Schedule I attached hereto
("Delayed Delivery Contracts") but with such changes therein as the Company may
authorize or approve. Delayed Delivery Contracts are to be with institutional
investors approved by the Company and of the types set forth in the Prospectus.
On the Closing Date (as hereinafter defined), the Company will pay the manager
of the Underwriters (the "Manager") as compensation, for the accounts of the
Underwriters, the fee set forth in the Underwriting Agreement in respect of the
principal amount of Contract Securities. The Underwriters will not have any
responsibility in respect of the validity or the performance of Delayed Delivery
Contracts.

         SECTION 2.2 If the Company executes and delivers Delayed Delivery
Contracts with institutional investors, the Contract Securities shall be
deducted from the Offered Securities to be purchased by the several
Underwriters, and the aggregate principal amount of Offered Securities to be
purchased by each Underwriter shall be reduced pro rata in proportion to the
principal amount of Offered Securities set forth opposite each Underwriter's
name in the Underwriting Agreement, except to the extent that the Manager
determines that such reduction shall be otherwise and so advises the Company.



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                                  ARTICLE III.

         SECTION 3.1 The Company is advised by the Manager that the Underwriters
propose to make a public offering of their respective portions of the
Underwriters' Securities as soon after this Agreement is entered into as in the
Manager's judgment is advisable. The Underwriters will offer the Underwriters'
Securities for sale upon the terms and conditions set forth in the Prospectus.


                                   ARTICLE IV.

         SECTION 4.1 Delivery of and payment for the Underwriters' Securities
shall be made at the office, on the date and at the time specified in the
Underwriting Agreement (such date and time of delivery of and payment for the
Underwriters' Securities being herein called the "Closing Date"). Unless
otherwise set forth in the Prospectus and/or the Underwriting Agreement, the
Underwriters' Securities will be represented by one or more global Securities
which will be deposited by or on behalf of the Company with The Depository Trust
Company ("DTC") or its designated custodian. Delivery of the Underwriters'
Securities shall be made by causing DTC to credit the Underwriters' Securities
to the account of the Manager at DTC, for the respective accounts of the several
Underwriters at DTC, against payment by the several Underwriters through the
Manager of the purchase price thereof to or upon the order of the Company in the
manner and type of funds specified in the Underwriting Agreement. The Offered
Securities will be made available for checking at the closing location specified
in the Underwriting Agreement at least twenty-four hours prior to the time for
delivery.


                                   ARTICLE V.

         SECTION 5.1 The several obligations of the Underwriters hereunder are
subject to the following conditions:

                  (a) No stop order suspending the effectiveness of the
         Registration Statement or any part thereof shall be in effect, and no
         proceedings for such purpose shall be pending before or threatened by
         the Commission, and the Manager shall have received on the Closing Date
         a certificate, dated the Closing Date and signed by an executive
         officer of the Company, to the foregoing effect. The officer making
         such certificate may rely upon the best of his knowledge as to
         proceedings pending or threatened;

                  (b) The Manager shall have received on the Closing Date an
         opinion of the General Counsel, Associate General Counsel or Assistant
         General Counsel of the Guarantor and counsel to the Company, dated the
         Closing Date, to the effect set forth in Exhibit A;




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   8

                  (c) The Manager shall have received on the Closing Date an
         opinion of Sullivan & Cromwell, as counsel to the Underwriters, dated
         the Closing Date, with respect to the incorporation of the Company and
         the Guarantor, the validity of the Indenture, the Offered Securities
         and the Offered Guarantees, the Registration Statement, the Prospectus
         and other related matters as the Manager may reasonably request, and
         such counsel shall have received such papers and information as they
         may reasonably request to enable them to pass upon such matters;

                  (d) The Manager shall have received, on each of the date of
         the Underwriting Agreement and the Closing Date, a letter dated the
         date of the Underwriting Agreement or the Closing Date, as the case may
         be, in form and substance satisfactory to the Manager, from KPMG LLP or
         any other independent public accountants to the Guarantor, containing
         statements and information of the type ordinarily included in
         accountants' "comfort letters" to underwriters with respect to the
         financial statements and certain financial information contained in the
         Registration Statement and the Prospectus; provided that the letter
         delivered on the Closing Date shall use a "cut-off date" not earlier
         than the date of the Underwriting Agreement;

                  (e) (i) Neither the Company, the Guarantor nor any of its
         subsidiaries shall have sustained since the date of the latest audited
         financial statements included or incorporated by reference in the
         Prospectus any loss or interference with its business from fire,
         explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, otherwise than as set forth or contemplated in the
         Prospectus, and (ii) since the respective dates as of which information
         is given in the Prospectus, there shall not have been any change in the
         capital stock or long-term debt of the Company, the Guarantor or any of
         its subsidiaries or any change, or any development involving a
         prospective change, in or affecting the general affairs, management,
         financial position, shareholders' equity or results of operations of
         the Company or the Guarantor and its subsidiaries, otherwise than as
         set forth or contemplated in the Prospectus, the effect of which, in
         any such case described in clause (i) or (ii), is in the reasonable
         judgment of the Manager so material and adverse as to make it
         impracticable or inadvisable to proceed with the public offering or the
         delivery of the Offered Securities on the terms and in the manner
         contemplated in the Prospectus;

                  (f) On or after the date of the Underwriting Agreement (i) no
         downgrading shall have occurred in the rating accorded the debt
         securities of or guaranteed by the Guarantor or the preferred stock of
         the Guarantor by any "nationally recognized statistical rating
         organization," as that term is defined by the Commission for purposes
         of Rule 436(g)(2) under the Securities Act and (ii) no such
         organization shall have publicly announced that it has under
         surveillance or review, with possible negative implications, its rating
         of any debt securities of or guaranteed by the Guarantor or preferred
         stock of the Guarantor;



                                      -4-
   9

                  (g) On or after the date of the Underwriting Agreement there
         shall not have occurred any of the following: (i) a suspension or
         material limitation in trading in securities generally on the New York
         Stock Exchange; (ii) trading of any securities of the Company or the
         Guarantor shall have been suspended on any exchange or in the
         over-the-counter market; (iii) a general moratorium on commercial
         banking activities in New York declared by either Federal or New York
         State authorities; or (iv) the outbreak or escalation of hostilities
         involving the United States or the declaration by the United States of
         a national emergency or war or any changes in financial markets or any
         calamity or crisis, if the effect of any such events specified in this
         clause (iv) in the judgment of the Manager makes it impracticable or
         inadvisable to proceed with the public offering or the delivery of the
         Securities being delivered on the Closing Date on the terms and in the
         manner contemplated by the Prospectus;

                  (h) Each of the Company and the Guarantor shall have complied
         with the provisions of Section 6.1(b) hereof with respect to the
         furnishing of prospectuses on the business day next succeeding the date
         of the Underwriting Agreement; and

                  (i) Each of the Company and the Guarantor shall have furnished
         or caused to be furnished to the Manager at the Closing Date
         certificates of officers of the Company and Guarantor, as the case may
         be, satisfactory to the Manager as to the accuracy of the
         representations and warranties of each of the Company and the Guarantor
         herein as of the Closing Date, as to the performance by each of the
         Company and the Guarantor of all of its obligations hereunder to be
         performed as of or prior to the Closing Date and as to such other
         matters as the Manager may reasonably request.


                                   ARTICLE VI.

         SECTION 6.1 In further consideration of the agreements of the
Underwriters contained in this Agreement, the Company and the Guarantor hereby
covenant:

                  (a) to prepare the Prospectus in a form approved by the
         Manager and to file, or transmit for filing, such Prospectus with the
         Commission pursuant to Rule 424 under the Securities Act within the
         applicable time period prescribed for such filing by the rules and
         regulations under the Securities Act, and prior to the termination of
         the offering of the Offered Securities to which such Prospectus relates
         also will promptly advise the Manager (i) when any amendment to the
         Registration Statement has become effective or any further supplement
         to the Prospectus has been so filed or transmitted for filing, (ii) of
         any request by the Commission for any amendment of the Registration
         Statement or the Prospectus or for any additional information, (iii) of
         the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the institution or
         threatening of any proceeding



                                      -5-
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         for that purpose, and (iv) of the receipt by the Company or Guarantor
         of any notification with respect to the suspension of the qualification
         of the Offered Securities for sale in any jurisdiction or the
         initiation or threatening of any proceeding for such purpose. Each of
         the Company and the Guarantor will use its reasonable best efforts to
         prevent the issuance of any such stop order and, if issued, to obtain
         as soon as practicable the withdrawal thereof. The Company and the
         Guarantor will not file or transmit for filing any amendment to the
         Registration Statement or supplement to the Prospectus unless they have
         furnished to the Manager a copy for their review prior to filing or
         transmission for filing;

                  (b) to furnish the Manager without charge a signed copy of the
         Registration Statement, including exhibits and materials, if any,
         incorporated by reference therein, prior to 10:00 a.m. New York City
         time on the business day next succeeding the date of the Underwriting
         Agreement and during the period mentioned in paragraph (c) below, as
         many copies of the Prospectus, any documents incorporated by reference
         therein and any supplements and amendments thereto or to the
         Registration Statement as the Manager may reasonably request. (The
         terms "supplement" and "amendment" or "amend" as used in this Agreement
         shall include all documents filed by the Company with the Commission
         pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
         subsequent to the date of the Basic Prospectus that are deemed to be
         incorporated by reference in the Prospectus);

                  (c) if, during such period after the date of the first public
         offering of the Offered Securities as in the opinion of counsel for the
         Underwriters the Prospectus is required by law to be delivered in
         connection with sales by an Underwriter or dealer, any event shall
         occur or condition exist as a result of which it is necessary to amend
         or supplement the Prospectus in order to make the statements therein,
         in light of the circumstances when the Prospectus is delivered to a
         purchaser, not misleading, or if it is necessary to amend or supplement
         the Prospectus to comply with law, forthwith to prepare and furnish at
         its own expense to the Underwriters and to the dealers (whose names and
         addresses the Manager will furnish to the Company or Guarantor) to
         which Offered Securities and Offered Guarantees may have been sold by
         the Manager on behalf of the Underwriters and to any other dealers upon
         request, either amendments or supplements to the Prospectus so that the
         statements in the Prospectus as so amended or supplemented will not, in
         light of the circumstances when the Prospectus is delivered to a
         purchaser, be misleading or so that the Prospectus, as amended or
         supplemented, will comply with law;

                  (d) to endeavor to qualify the Offered Securities and the
         Offered Guarantees for offer and sale under the securities or Blue Sky
         laws of such jurisdictions as the Manager shall reasonably request,
         provided that, in connection therewith, neither the Company nor the
         Guarantor shall be required to qualify as a foreign corporation or to
         file a general consent to service of



                                      -6-
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         process in any jurisdiction, and to pay all expenses (including fees
         and disbursements of counsel) in connection with the determination of
         the eligibility of the Offered Securities and the Offered Guarantees
         for investment under the laws of such jurisdictions as the Manager may
         designate;

                  (e) to make generally available to the Guarantor's security
         holders as soon as practicable, but in any event not later than
         eighteen months after the effective date of the Registration Statement
         (as defined in Rule 158(c) under the Securities Act) an earnings
         statement covering a twelve-month period beginning after the date of
         the Underwriting Agreement, which shall satisfy the provision of
         Section 11(a) of the Securities Act and the rules and regulations of
         the Commission thereunder; and

                  (f) during the period beginning on the date of the
         Underwriting Agreement and continuing to and including the Closing
         Date, not to offer, sell, contract to sell or otherwise dispose of any
         debt securities issued or guaranteed by the Guarantor that in the
         reasonable judgment of the Manager are substantially similar to the
         Offered Securities, without the prior written consent of the Manager.


                                  ARTICLE VII.

         SECTION 7.1 Each of the Company and the Guarantor represents and
warrants to each Underwriter that:

                  (a) The Registration Statement has become effective; no stop
         order suspending the effectiveness of the Registration Statement is in
         effect, and no proceeding for such purpose is pending before or
         threatened by the Commission;

                  (b) No order preventing or suspending the use of any
         preliminary prospectus has been issued by the Commission, and each
         preliminary prospectus, at the time of filing thereof, conformed in all
         material respects to the requirements of the Securities Act and the
         Trust Indenture Act of 1939 (the "Trust Indenture Act") and the rules
         and regulations thereunder, and did not contain an untrue statement of
         a material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading; provided,
         however, that this representation and warranty will not apply to any
         statements or omissions made in reliance upon and in conformity with
         information furnished in writing to the Company or Guarantor by an
         Underwriter expressly for use therein;

                  (c) The documents incorporated by reference in the Prospectus,
         when they became effective or were filed with the Commission, as the
         case may be, conformed in all material respects with the requirements
         of the Securities Act or



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         Exchange Act and the rules and regulations of the Commission
         thereunder, and none of such documents contained an untrue statement of
         a material fact or omitted to state a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading; and any further documents so filed and incorporated by
         reference in the Prospectus or any further amendment or supplement
         thereto, when such documents become effective or are filed with the
         Commission, as the case may be, will conform in all material respects
         to the requirements of the Securities Act or the Exchange Act, as
         applicable, and the rules and regulations of the Commission thereunder
         and will not contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading; provided, however, that
         this representation and warranty will not apply to any statements or
         omissions made in reliance upon and in conformity with information
         furnished in writing to the Company or Guarantor by an Underwriter
         expressly for use therein;

                  (d) The Registration Statement conforms, and the Prospectus
         and any further amendments and supplements to the Registration
         Statement or the Prospectus will conform, in all material respects with
         the requirements of the Securities Act and the Trust Indenture Act and
         the rules and regulations thereunder and do not and will not, as of the
         applicable effective date as to the Registration Statement and any
         amendment thereto and as of the applicable filing date as to the
         Prospectus and any amendment or supplement thereto, contain an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading; provided, however, that this representation and warranty
         will not apply to any statements or omissions made in reliance upon and
         in conformity with information furnished in writing to the Company or
         Guarantor by an Underwriter expressly for use therein;

                  (e) Each of the Guarantor and the Company has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the Commonwealth of Pennsylvania, and each has the
         corporate power and authority to own its properties and conduct its
         business as described in the Prospectus; each of the Guarantor's wholly
         owned banking subsidiaries, as described in the Prospectus, has been
         duly established and is validly existing as a national banking
         association or a state bank, as the case may be, under the laws of the
         jurisdiction of its formation; and each other wholly owned subsidiary
         of the Guarantor has been duly incorporated (or formed) and is validly
         existing as a corporation (or applicable entity) in good standing under
         the laws of its jurisdiction of incorporation (or formation);

                  (f) The Guarantor has an authorized equity capitalization as
         set forth in the Prospectus and all of the issued shares of capital
         stock of the Company have been duly and validly authorized and issued,
         are fully paid and non-assessable



                                      -8-
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         and are owned by the Guarantor, free and clear of all liens,
         encumbrances, equities or claims;

                  (g) The Guarantor has been duly qualified as a foreign
         corporation for the transaction of business and is in good standing
         under the laws of each other jurisdiction in which it owns or leases
         properties, or conducts any business, so as to require such
         qualification, or is subject to no material liability or disability by
         reason of failure to be so qualified in any such jurisdiction;

                  (h) All of the issued and outstanding capital stock of each
         subsidiary of the Guarantors has been duly authorized and validly
         issued, is fully paid and non-assessable (except, in the case of each
         of its national bank subsidiaries, as provided in 12 U.S.C. Section 55,
         as amended), and, except for directors' qualifying shares, all issued
         and outstanding capital stock of each such subsidiary owned by the
         Guarantor is owned by the Guarantor, free and clear of any mortgage,
         pledge, lien, encumbrance, claim or equity;

                  (i) There are no legal or governmental proceedings pending to
         which the Company, the Guarantor or any of its subsidiaries is a party
         or of which any property of the Company, the Guarantor or any of its
         subsidiaries is the subject, other than as set forth in the Prospectus,
         which, taking into account the likelihood of the outcome, the damages
         or other relief sought and other relevant factors, would individually
         or in the aggregate have a material adverse effect on the financial
         position, shareholders' equity or results of operation of the Company
         or the Guarantor and its subsidiaries on a consolidated basis; and to
         the best of each of the Company's and the Guarantor's knowledge, no
         such proceedings are threatened or contemplated by governmental
         authorities or threatened by others;

                  (j) The Underwriting Agreement has been duly authorized,
         executed and delivered by the Company and by the Guarantor;

                  (k) The Offered Securities have been duly authorized, and when
         issued and delivered pursuant to this Agreement, will have been duly
         executed, authenticated, issued and delivered and will constitute valid
         and legally binding obligations of the Company entitled to the benefits
         provided by the Indenture; and the Offered Securities, the Offered
         Guarantees and the Indenture will conform to the descriptions thereof
         in the Prospectus;

                  (l) The Offered Guarantees have been duly authorized, and when
         delivered pursuant to this Agreement, will have been duly endorsed on
         the Offered Securities and executed, and, upon due execution,
         authentication and delivery of the Offered Securities pursuant to this
         Agreement, the Offered Guarantees will have been duly delivered and
         will constitute valid and legally binding obligations of the Guarantor
         entitled to the benefits provided by the Indenture;



                                      -9-
   14

                  (m) The Indenture has been duly authorized, executed and
         delivered by the Guarantor and the Company and constitutes a valid and
         legally binding instrument, enforceable against the Company and the
         Guarantor in accordance with its terms, subject, as to enforcement, to
         bankruptcy, moratorium, insolvency, fraudulent transfer, reorganization
         and other laws of general applicability relating to or affecting
         creditors' rights and to general equity principles; and the Indenture
         has been duly qualified under the Trust Indenture Act;

                  (n) The issue and sale of the Offered Securities and the
         compliance by the Company and the Guarantor with all of the provisions
         of the Offered Securities, the Offered Guarantees, the Indenture and
         this Agreement and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach of
         any of the terms or provisions of, or constitute a default under, or
         result in the creation or imposition of any lien, charge or encumbrance
         upon any of the property or assets of the Company, the Guarantor or any
         of its subsidiaries pursuant to the terms of, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument to which
         the Company, the Guarantor or any of its subsidiaries is a party or by
         which the Company, the Guarantor or any of its subsidiaries is bound or
         to which any of the property or assets of the Company, the Guarantor or
         any of its subsidiaries is subject, nor will such action result in any
         violation of the provisions of the Articles of Incorporation or the
         By-Laws of the Company or of the Guarantor, or any statute or any
         order, rule or regulation of any court or governmental agency or body
         having jurisdiction over the Company, the Guarantor or any of its
         subsidiaries or any of their properties;

                  (o) No consent, approval, authorization, order, registration
         or qualification of or with any court or any such regulatory authority
         or other governmental body is required for the issue and sale of the
         Offered Securities, the execution and delivery of the Offered
         Guarantees or the consummation of the other transactions contemplated
         by this Agreement, the Offered Guarantees or the Indenture, except such
         as have been obtained under the Securities Act and the Trust Indenture
         Act and the exemption of the Company from the provisions of the
         Investment Company Act of 1940, as amended, and such consents,
         approvals, authorizations, registrations or qualifications as may be
         required under state securities or Blue Sky laws in connection with the
         purchase and distribution of the Offered Securities and the Offered
         Guarantees by the Underwriters;

                  (p) Neither the Company, the Guarantor nor any of its
         subsidiaries is in violation of its Articles of Incorporation or
         By-laws or in default in the performance or observance of any material
         obligation, covenant or condition contained in any indenture, mortgage,
         deed of trust, loan agreement, lease or any other agreement or
         instrument to which it is a party or by which it or any of its
         properties may be bound;



                                      -10-
   15

                  (q) The Company is not and, after giving effect to the
         offering and sale of the Offered Securities, will not be an "investment
         company", as such term is defined in the Investment Company Act of
         1940, as amended; and

                  (r) Neither the Company, the Guarantor nor any of its
         subsidiaries has sustained since the date of the latest audited
         financial statements included or incorporated by reference in the
         Prospectus any loss or interference with its business from fire,
         explosion, flood or other calamity, whether or not covered by
         insurance, or from any labor dispute or court or governmental action,
         order or decree, otherwise than as set forth or contemplated in the
         Prospectus; and since the respective dates as of which information is
         given in the Prospectus, there has not been any change in the capital
         stock or long-term debt of the Company, the Guarantor or any of its
         subsidiaries or any change, or any development involving a prospective
         change, in or affecting the general affairs, management, financial
         position, shareholders' equity or results of operations of the Company
         or the Guarantor and its subsidiaries, otherwise than as set forth or
         contemplated in the Prospectus.


                                  ARTICLE VIII.

         SECTION 8.1 The Company and the Guarantor jointly and severally agree
to indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including without limitation, any legal
or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, any preliminary prospectus or the Prospectus (if used within the
period set forth in Section 6.1(c) hereof and as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements in the Registration
Statement, any preliminary prospectus, the Prospectus or any document
incorporated by reference in the Registration Statement not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information furnished in writing to the Company or the Guarantor by any
Underwriter expressly for use therein.

         SECTION 8.2 Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantor, the directors of
either, the officers of either who sign the Registration Statement and any
person who controls the Company or the Guarantor within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the foregoing indemnity from the Company and the Guarantor to each
Underwriter, but only with respect to information relating to such Underwriter
furnished in writing by such



                                      -11-
   16

Underwriter expressly for use in the Registration Statement, any preliminary
prospectus or the Prospectus.

         SECTION 8.3 In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to Section 8.1 or 8.2, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing, and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceeding in the same jurisdiction,
be liable for the reasonable fees and expenses of more than one separate firm
(in addition to any local counsel) for all such indemnified parties and that all
such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by the Manager in the case of parties indemnified
pursuant to Section 8.1 and by the Company in the case of parties indemnified
pursuant to Section 8.2. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement, compromise or judgment (i) includes an unconditional release of
such indemnified party from all liability arising out of such action or claim
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.



                                      -12-
   17

         SECTION 8.4 If the indemnification provided for in this Article VIII is
unavailable to or insufficient to hold harmless an indemnified party under
Section 8.1 or 8.2 in respect of any losses, claims, damages, or liabilities
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantor on the one hand and the Underwriters on the
other from the offering of the Offered Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the
Guarantor on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received (by the Company and the Guarantor on the one hand and
the Underwriters on the other) in connection with the offering of the Offered
Securities shall be deemed to be in the same proportion as the total net
proceeds from the offering of such Offered Securities received by the Company
(before deducting expenses) bear to the total underwriting discounts and
commissions received by the Underwriters in respect thereof, in each case as set
forth in the table on the cover page of the Prospectus. The relative fault of
the Company and the Guarantor on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
and the Guarantor on the one hand or by the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statements or omission. The Underwriters' respective
obligations to contribute pursuant to this Section 8.4 are several in proportion
to their respective underwriting obligations and not joint.

         SECTION 8.5 The Company, the Guarantor and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Article VIII
were determined by pro rata allocation or by any other method of allocation
which does not take account of the considerations referred to in Section 8.4.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VIII, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities and Offered Guarantees underwritten and
distributed to the public by such Underwriter exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation within the meaning of Section 11(f) of
the Securities Act shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Article VIII are



                                      -13-
   18

not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

         SECTION 8.6 The indemnity and contribution agreements contained in this
Article VIII and the representations and warranties of the Company and the
Guarantor in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by any Underwriter or on behalf of any Underwriter or any person controlling any
Underwriter or by or on behalf of the Company, the Guarantor or the directors or
officers or any person controlling the Company or the Guarantor and (iii)
acceptance of any payment for any of the Offered Securities.

         SECTION 8.7 Anything to the contrary notwithstanding, the indemnity
agreement of the Company and the Guarantor in Section 8.1 hereof, the
representations and warranties in Sections 7.1(b), 7.1(c) and 7.1(d) hereof and
any representation or warranty as to the accuracy of the Registration Statement
or the Prospectus contained in any certificate furnished by the Company or the
Guarantor pursuant to Article V hereof, insofar as they may constitute a basis
for indemnification for liabilities (other than by payment of the Company or the
Guarantor of expenses incurred or paid in the successful defense of any action,
suit or proceeding) arising under the Securities Act, shall not extend to the
extent of any interest therein of a controlling person or partner of an
Underwriter who is a director, officer or controlling person of the Company or
the Guarantor when the Registration Statement has become effective, except in
each case to the extent that an interest of such character shall have been
determined by a court of appropriate jurisdiction as not against public policy
as expressed in the Securities Act. Unless in the opinion of counsel for the
Company and the Guarantor the matter has been settled by controlling precedent,
the Company and the Guarantor will, if a claim for such indemnification is
asserted, submit to a court of appropriate jurisdiction the question of whether
such interest is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

                                   ARTICLE IX.

         SECTION 9.1 If any Underwriter shall default in its obligation to
purchase the Offered Securities which it has agreed to purchase hereunder, the
Underwriters may in their discretion arrange for themselves or another party or
other parties to purchase such Offered Securities on the terms contained herein.
If within thirty-six hours after such default by any Underwriter the
Underwriters do not arrange for the purchase of such Offered Securities, then
the Company and the Guarantor shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to the Underwriters to purchase such Offered Securities on such
terms. In the event that, within the respective prescribed periods, the
Underwriters notify the Company and the Guarantor that they have so arranged for
the purchase of such Offered Securities, or the Company and the Guarantor notify
the Underwriters that they have so arranged for the purchase of such Offered
Securities,



                                      -14-
   19

the Underwriters or the Company and the Guarantor shall have the right to
postpone the Closing Date for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company and the Guarantor agree to file promptly any amendments or supplements
to the Registration Statement or the Prospectus which in the reasonable opinion
of the Manager may thereby be made necessary. The term "Underwriters" as used in
this Agreement shall include any person substituted under this Article IX with
like effect as if such person has originally been a party to this Agreement with
respect to such Offered Securities.

         SECTION 9.2 If, after giving effect to any arrangements for the
purchase of the Offered Securities of a defaulting Underwriter or Underwriters
as provided in Section 9.1, the aggregate principal amount of such Offered
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of all the Offered Securities, then the Guarantor and
the Company shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of Offered Securities which such Underwriter
agreed to purchase hereunder and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal amount of
Offered Securities which such Underwriter agreed to purchase hereunder) of the
Offered Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.

         SECTION 9.3 If, after giving effect to any arrangements for the
purchase of the Offered Securities of a defaulting Underwriter or Underwriters
as provided in Section 9.1, the aggregate principal amount of Offered Securities
which remains unpurchased exceeds one-eleventh of the aggregate principal amount
of all the Offered Securities or if the Guarantor and the Company shall not
exercise the right described in the immediately preceding paragraph to require
non-defaulting Underwriters to purchase Offered Securities of a defaulting
Underwriter or Underwriters, then this Agreement shall thereupon terminate,
without liability on the part of any non-defaulting Underwriters or the Company
or the Guarantor, except for the expenses to be borne by the Company, the
Guarantor and the Underwriters as provided in Article X hereof and the indemnity
and contribution agreements in Article VIII hereof; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.

                                   ARTICLE X.

         SECTION 10.1 Whether or not the transactions contemplated in this
Agreement are consummated or this Agreement is terminated, each of the Guarantor
and the Company covenants and agrees with the several Underwriters that the
Company and the Guarantor will pay or cause to be paid the following: (i) the
fees, disbursements and expenses of the Guarantor's and the Company's counsel
and accountants in connection with the registration of the Offered Securities
and the Offered Guarantees under the Securities Act and all other fees or
expenses in



                                      -15-
   20

connection with the preparation, printing and filing of the Registration
Statement, any preliminary prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters and to dealers; (ii) the cost of printing or producing this
Agreement, the Indenture and any Blue Sky and legal investment memoranda,
closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Offered
Securities; (iii) all expenses in connection with the qualification of the
Offered Securities and the Offered Guarantees for offering and sale under state
securities laws as provided in Section 6.1(d) hereof, including filing fees and
the fees and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the
Offered Securities; (v) the cost of preparing the Offered Securities; (vi) the
fees and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture, the
Offered Securities and the Offered Guarantees; (vii) the costs and charges of
any transfer agent, registrar or depositary; and (vii) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section 10.1. It is understood,
however, that, except as provided in this Section 10.1 and Articles VIII and XI
hereof, the Underwriters will pay all of their own costs and expenses, including
the fees of their counsel, transfer taxes on resale of any of the Offered
Securities by them and any advertising expenses connected with any offers they
may make.


                                   ARTICLE XI.

         SECTION 11.1 If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of the Company or
the Guarantor to comply with the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company or the Guarantor shall be
unable to perform its obligations under this Agreement, the Company and the
Guarantor will reimburse the Underwriters, or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with the Offered
Securities.

         SECTION 11.2 This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         SECTION 11.3 This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

                                      -16-
   21

                                                                     SCHEDULE I



                            DELAYED DELIVERY CONTRACT

                                                            [DATE]

Ladies and Gentlemen:

         The undersigned hereby agrees to purchase from Mellon Funding
Corporation, a Pennsylvania corporation (the "Company"), and the Company agrees
to sell to the undersigned
                            $.......................
principal amount of the Company's [TITLE OF ISSUE], which are guaranteed as to
payment of principal, premium, if any, and interest, if any, by Mellon Financial
Corporation (the "Securities"), offered by the Prospectus dated [DATE] and
Prospectus Supplement dated [DATE], receipt of copies of which are hereby
acknowledged, at a purchase price of [Percentage]% of the principal amount
thereof plus accrued interest from the date from which interest accrues as set
forth in this contract, and on the further terms and conditions set forth in
this contract. The undersigned does not contemplate selling Securities prior to
making payment therefor.

         The undersigned will purchase from the Company Securities in the
principal amounts and on the delivery dates set forth below:


             Delivery                    Principal               Plus Accrued
                Date                       Amount               Interest From:
                ----                       ------               --------------

         .................          $.................        .................
         .................          $.................        .................
         .................          $.................        .................

Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".

         Payment for the Securities which the undersigned has agreed to purchase
on each Delivery Date will be made to the Company or its order by certified or
official bank check drawn on a bank approved by the Company and in New York
Clearing House funds at the office of _______________, New York, N.Y., or by
wire transfer to a bank account specified by the Company, on the Delivery Date
upon delivery to the undersigned of the Securities to be purchased by the
undersigned on the Delivery Date, in definitive fully registered form and in
such denominations and registered in such names as the undersigned may designate
by written, telex or facsimile communication addressed to the Company not less
than five full business days prior to the Delivery Date.

         The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date will be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery


   22


be prohibited under the laws of the jurisdiction to which the undersigned is
subject and (2) the Company shall have sold, and delivery shall have taken place
to the underwriters (the "Underwriters") named in the Prospectus Supplement
referred to above, of such part of the Securities as is to be sold to them.
Promptly after completion of sale and delivery to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.

         Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.

         This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

         If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.

         This contract shall be governed by and construed in accordance with the
laws of the State of New York.

                                           Very truly yours,

                                           [PURCHASER]

                                           By:
                                               -------------------------------
                                                Name:
                                                Title:

                                           [ADDRESS]


Accepted:

MELLON FUNDING CORPORATION

By:
    --------------------------------
    Name:
    Title:


                                      -2-
   23

                  PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING


         The name, telephone number and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)


                                         Telephone No.
                 Name                (Including Area Code)         Department
                 ----                 --------------------         -----------

           .................         .....................        .............

           .................         .....................        .............

           .................         .....................        .............

           .................         .....................        .............

           .................         .....................        .............

           .................         .....................        .............



                                      -3-
   24

                                                                      EXHIBIT A


                     Opinion of the Counsel of the Guarantor
                           And Counsel to the Company


         The opinion of the General Counsel, Associate General Counsel or
Assistant General Counsel of the Guarantor and counsel to the Company to be
delivered pursuant to Section 5.1(b) of the document entitled Mellon Funding
Corporation Underwriting Agreement Standard Provisions (Debt) will be to the
following effect (all terms used herein which are defined in the Agreement have
the meanings set forth therein):

                  (i) Each of the Guarantor and the Company has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the Commonwealth of Pennsylvania, and each has the
         corporate power and authority to own its properties and conduct its
         business as described in the Prospectus; and each of the Guarantor's
         wholly owned banking subsidiaries, as described in the Prospectus, has
         been duly established and is validly existing as a national banking
         association or a state bank, as the case may be, under the laws of the
         jurisdiction of its formation.

                  (ii) The Guarantor has an authorized equity capitalization as
         set forth in the Prospectus and all of the issued shares of capital
         stock of the Company have been duly and validly authorized and issued,
         are fully paid and non-assessable and are owned by the Guarantor, free
         and clear of all liens, encumbrances, equities or claims.

                  (iii) The Guarantor has been duly qualified as a foreign
         corporation for the transaction of business and is in good standing
         under the laws of each other jurisdiction in which it owns or leases
         properties, or conducts any business, so as to require such
         qualification, or is subject to no material liability or disability by
         reason of failure to be so qualified in any such jurisdiction.

                  (iv) All of the issued and outstanding capital stock of each
         subsidiary of the Guarantor has been duly authorized and validly
         issued, is fully paid and non-assessable (except, in the case of each
         of its national bank subsidiaries, as provided in 12 U.S.C. Section 55,
         as amended), and, except for directors' qualifying shares, is owned by
         the Guarantor, free and clear of any mortgage, pledge, lien,
         encumbrance, claim or equity.

                  (v) To the best of such counsel's knowledge there are no legal
         or governmental proceedings pending to which the Company, the Guarantor
         or any of its subsidiaries is a party or of which any property of the
         Company, the Guarantor or any of its subsidiaries is the subject, other
         than as set forth in the Prospectus, which, taking into account the
         likelihood of the outcome, the damages or other relief sought and other
         relevant factors, would individually or in the aggregate have a
         material adverse effect on the financial position, shareholders' equity
         or results of operation of the Company or the Guarantor

   25

         and its subsidiaries on a consolidated basis; and to the best of such
         counsel's knowledge no such proceedings are threatened or contemplated
         by governmental authorities or threatened by others.

                  (vi) The Agreement has been duly authorized, executed and
         delivered by the Company and by the Guarantor.

                  (vii) The Offered Securities have been duly authorized,
         executed, authenticated, issued and delivered and constitute valid and
         legally binding obligations of the Company entitled to the benefits
         provided by the Indenture; and the Offered Securities, the Offered
         Guarantees and the Indenture conform to the descriptions thereof in the
         Prospectus.

                  (viii) The Offered Guarantees have been duly authorized,
         endorsed on the Offered Securities and executed, and, upon due
         execution, authentication and delivery of the Offered Securities
         pursuant to the Agreement, the Offered Guarantees will have been duly
         delivered and will constitute valid and legally binding obligations of
         the Guarantor entitled to the benefits provided by the Indenture.

                  (ix) The Indenture has been duly authorized, executed and
         delivered by the Guarantor and the Company and constitutes a valid and
         legally binding instrument, enforceable against the Company and the
         Guarantor in accordance with its terms, subject, as to enforcement, to
         bankruptcy, moratorium, insolvency, fraudulent transfer, reorganization
         and other laws of general applicability relating to or affecting
         creditors' rights and to general equity principles; the Indenture has
         been duly qualified under the Trust Indenture Act of 1939 (the "Trust
         Indenture Act"), and all taxes and fees required to be paid with
         respect to the execution of the Indenture and the issuance of the
         Offered Securities and the Offered Guarantees have been paid.

                  (x) The issue and sale of the Offered Securities and the
         compliance by the Company and the Guarantor with all of the provisions
         of the Offered Securities, the Offered Guarantees, the Indenture and
         the Agreement and the consummation of the transactions herein and
         therein contemplated will not conflict with or result in a breach of
         any of the terms or provisions of, or constitute a default under, or
         result in the creation or imposition of any lien, charge or encumbrance
         upon any of the property or assets of the Company, the Guarantor or any
         of its subsidiaries pursuant to the terms of, any indenture, mortgage,
         deed of trust, loan agreement or other agreement or instrument known to
         such counsel to which the Company, the Guarantor or any of its
         subsidiaries is a party or by which the Company, the Guarantor or any
         of its subsidiaries is bound or to which any of the property or assets
         of the Company, the Guarantor or any of its subsidiaries is subject,
         nor will such action result in any violation of the provisions of the
         Articles of Incorporation or the By-Laws of the Company or of the
         Guarantor, or any statute or any order, rule or regulation



                                      -2-
   26
         of any court or governmental agency or body having jurisdiction over
         the Company, the Guarantor or any of its subsidiaries or any of their
         properties.

                  (xi) No consent, approval, authorization, order, registration
         or qualification of or with any court or any such regulatory authority
         or other governmental body is required for the issue and sale of the
         Offered Securities, the execution and delivery of the Offered
         Guarantees or the consummation of the other transactions contemplated
         by the Agreement, the Offered Guarantees or the Indenture, except such
         as have been obtained under the Securities Act of 1933 (the "Securities
         Act") and the Trust Indenture Act and the exemption of the Company from
         the provisions of the Investment Company Act of 1940, as amended, and
         such consents, approvals, authorizations, registrations or
         qualifications as may be required under state securities or Blue Sky
         laws in connection with the purchase and distribution of the Offered
         Securities and the Offered Guarantees by the Underwriters.

                  (xii) The documents incorporated by reference in the
         Prospectus or any further amendment or supplement made by the Company
         and the Guarantor prior to the Closing Date (other than the financial
         statements and related schedules and statistical information contained
         or required to be contained therein, as to which such counsel need
         express no opinion or belief), when they became effective or were filed
         with the Commission, as the case may be, complied as to form in all
         material respects with the requirements of the Securities Act or the
         Securities Exchange Act of 1934 (the "Exchange Act"), as applicable,
         and the rules and regulations of the Commission thereunder; and such
         counsel has no reason to believe that any of such documents (other than
         the financial statements and related schedules and statistical
         information contained or required to be contained therein, as to which
         such counsel need express no opinion or belief), when they became
         effective or were so filed, as the case may be, contained, in the case
         of a registration statement which became effective under the Securities
         Act, an untrue statement of a material fact or omitted to state a
         material fact required to be stated therein or necessary to make the
         statements therein not misleading, or, in the case of other documents
         which were filed under the Securities Act or the Exchange Act with the
         Commission, an untrue statement of a material fact or omitted to state
         a material fact necessary in order to make the statements therein, in
         the light of the circumstances under which they were made when such
         documents were so filed, not misleading.

                  (xiii) The Registration Statement and the Prospectus and any
         further amendments and supplements thereto made by the Company or the
         Guarantor prior to the Closing Date (other than the financial
         statements and related schedules and statistical information contained
         or required to be contained therein, as to which such counsel need
         express no opinion or belief) comply as to form in all material
         respects with the requirements of the Securities Act and the Trust
         Indenture Act and the rules and regulations thereunder; such counsel



                                      -3-
   27

         has no reason to believe that, as of its effective date, the
         Registration Statement or any further amendment thereto made by the
         Company or the Guarantor prior to the Closing Date (other than the
         financial statements and related schedules and statistical information
         contained or required to be contained therein, as to which such counsel
         need express no opinion or belief) contained an untrue statement of a
         material fact or omitted to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading or
         that, as of its date, the Prospectus or any further amendment or
         supplement thereto made by the Company or the Guarantor prior to the
         Closing Date (other than the financial statements and related schedules
         and statistical information contained or required to be contained
         therein, as to which such counsel need express no opinion or belief)
         contained an untrue statement of a material fact or omitted to state a
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading or that,
         as of the Closing Date, either the Registration Statement or the
         Prospectus or any further amendment or supplement thereto made by the
         Company or the Guarantor prior to the Closing Date (other than the
         financial statements and related schedules and statistical information
         contained or required to be contained therein, as to which such counsel
         need express no opinion or belief) contains an untrue statement of a
         material fact or omits to state a material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; and such counsel does not know of any
         amendment to the Registration Statement required to be filed or of any
         contracts or other documents of a character required to be filed as an
         exhibit to the Registration Statement or required to be incorporated by
         reference into the Prospectus or required to be described in the
         Registration Statement or the Prospectus which are not filed or
         incorporated by reference or described as required.

                  (xiv) The Company is exempt from the registration and other
         provisions of the Investment Company Act of 1940, as amended.

         In rendering such opinion, such counsel may rely as to matters of fact
upon certificates of officers of the Guarantor and its subsidiaries, provided
that such counsel shall state that he believes he is justified in relying upon
such certificates.



                                      -4-

EX-4.9

   1

                                                                     Exhibit 4.9

SPECIMEN                            SPECIMEN                           SPECIMEN


         UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF
THIS SERIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF SUCH A TRANSFEROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
SUCH A TRANSFEREE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF SUCH A TRANSFEROR AND ANY PAYMENT IS MADE TO SUCH A
TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, SUCH A
TRANSFEROR, HAS AN INTEREST HEREIN.

         THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.


REGISTERED                                                            REGISTERED
No.-1-                                                              $300,000,000
CUSIP: 585515 AB 5                                           [x] GLOBAL SECURITY


                           MELLON FUNDING CORPORATION
                    6.40% SUBORDINATED NOTES DUE May 14, 2011


         Mellon Funding Corporation, a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (herein called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS
($300,000,000) on May 14, 2011, and to pay interest thereon from May 14, 2001,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on May 14 and November 14 in each year,
commencing November 14, 2001, at the rate of 6.40% per annum, and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of
6.40% per annum on any overdue principal and premium and on any overdue
installment of interest. The interest so payable, and punctually paid

   2
SPECIMEN                            SPECIMEN                           SPECIMEN


or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the May 1 or November 1 whether or
not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

         If this Security is a Global Security (as specified on the face
hereof), this Security is exchangeable in whole for definitive Securities of
this series in registered form ("Registered Securities") of like tenor and of an
equal aggregate principal amount only if (i) the Depositary notifies the Company
that it is unwilling or unable or no longer qualified to continue as Depositary
for this Global Security and the Company does not appoint another institution to
act as Depositary, (ii) the Company executes and delivers to the Trustee a
Company Order providing that this Global Security shall be exchangeable for
definitive Registered Securities or (iii) any event shall have happened and be
continuing which, after notice or lapse of time, or both, would become an Event
of Default with respect to the Securities of the series of which this Global
Security is a part. In the event this Global Security is exchangeable pursuant
to the preceding sentence, it shall be exchanged in whole for definitive
Registered Securities of this series, of like tenor and of an equal aggregate
principal amount in denominations of U.S. $1,000 and integral multiples thereof;
provided that, in the case of clauses (ii) and (iii) above, definitive
Registered Securities of this series will be issued in exchange for this Global
Security only if such definitive Registered Securities were requested by written
notice to the Security Registrar by or on behalf of a Person who is a beneficial
owner of an interest herein given through the Holder hereof. Any definitive
Registered Securities of this series issued in exchange for this Global Security
shall be registered in the name or names of such Person or Persons as the Holder
hereof shall instruct the


   3
SPECIMEN                            SPECIMEN                           SPECIMEN


Security Registrar. Except as provided above, owners of beneficial interests in
this Global Security will not be entitled to receive physical delivery of
Securities in definitive form and will not be considered the Holders thereof for
any purpose under the Indenture.

         If this Security is a Global Security, except as provided in the next
paragraph, no beneficial owner of any portion of this Global Security shall be
entitled to receive payment of accrued interest hereon until this Global
Security has been exchanged for one or more definitive Registered Securities of
this series, as provided herein and in the Indenture.

         If this Security is a Global Security and if a definitive Registered
Security or Registered Securities of this series are issued in exchange for this
Global Security after the close of business at the office or agency where such
exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the related Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest or
interest on Defaulted Interest, as the case may be, accrued interest will not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but will be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Holder hereof, and the Holder hereof will undertake in such circumstances to
credit such interest to the account or accounts of the Persons who were the
beneficial owners of any portion of this Global Security on such Regular Record
Date or Special Record Date, as the case may be.

         If this Security is a Global Security, payment of the principal of and
any premium or interest hereon will be made on each Interest Payment Date and at
the Maturity Date, as the case may be, by the Trustee by wire transfer of
immediately available funds, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, to an account of the registered Holder hereof at the Federal
Reserve Bank of New York, provided, that, payment at the Maturity Date hereof
shall be made against presentation of this Security at the office of the
Trustee, currently located at 1 Bank One Plaza, Chicago, IL 60670.

         If this Security is not a Global Security, (i) the principal of and any
interest and premium hereon payable at the Maturity Date hereof will be paid in
immediately available funds, in such coin or currency of the




   4
SPECIMEN                            SPECIMEN                           SPECIMEN


United States of America as at the time of payment is legal tender for payment
of public and private debts, against presentation of this Security at the
aforementioned office of the Trustee, and (ii) all interest payments hereon
other than interest due at the Maturity Date hereof will be made by check drawn
on the Trustee and mailed by the Trustee to the person entitled thereto as
provided herein, provided, that Holders of $10,000,000 or more in aggregate
principal amount of Securities of this series shall be entitled to receive such
payments by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee not less than
16 days prior to the applicable Interest Payment Date.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, or an Authenticating Agent, by
manual signature, neither this Security nor the Guarantee endorsed hereon shall
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

   5
SPECIMEN                            SPECIMEN                           SPECIMEN


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.


                                                MELLON FUNDING CORPORATION


                                                 By: __________________________
                                                     Name:
                                                     Title:

Attest:

- - -------------------------------
Secretary


Dated:

CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein referred
to in the within-mentioned Indenture.


BANK ONE TRUST COMPANY, N.A.
    as Trustee


By:____________________________
         Authorized Officer

   6
SPECIMEN                            SPECIMEN                           SPECIMEN


         This Security is one of a duly authorized series of Securities of the
Company (herein called the "Securities"), of the series hereinafter specified,
issued and to be issued under an Indenture, dated as of June 12, 2000, as
supplemented by the First Supplemental Indenture, dated as of April 30, 2001
(herein called the "Indenture"), among the Company, the Guarantor and Bank One
Trust Company, N.A., as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantor, the Trustee, the Holders of the Senior Indebtedness
of the Company and the Guarantor and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered.
The Securities may be issued in different series, as in the Indenture provided.
This Security is one of the series designated on the face hereof, issued under
and entitled to the benefits of the Indenture and issued in an aggregate
principal amount of $300,000,000.

         The Securities of this series are redeemable at the option of the
Company, upon not less than 30 days, nor more than 60 days notice by mail, at
any time, at a Redemption Price equal to the greater of (i) 100% of the
principal amount of the Securities redeemed or (ii) the sum of the present
values of the Remaining Scheduled Payments on this Security, discounted to such
redemption date on a semiannual basis, assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate plus 20 basis points. In either case,
the Redemption Price shall also include interest accrued to the date of
redemption on the principal balance of this Security to be redeemed.

         "Treasury Rate" means an annual rate equal to the semiannual equivalent
         yield to maturity of the Comparable Treasury Issue (as defined below),
         assuming a price for the Comparable Treasury Issue (expressed as a
         percentage of its principal amount) equal to the Comparable Treasury
         Price for the redemption date. The semiannual equivalent yield to
         maturity will be computed as of the second Business Day immediately
         preceding the redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
         selected by an independent investment banking firm, that would be


   7
SPECIMEN                            SPECIMEN                           SPECIMEN


         used, at the time of selection and in accordance with customary
         financial practice, in pricing new issues of corporate debt securities
         of comparable maturity to the remaining term of the Securities. The
         term "independent investment banking firm" means one of the Reference
         Treasury Dealers that the Company appoints.

         "Comparable Treasury Price" means, with respect to any redemption date,
         (i) the average of the bid and asked prices for the Comparable Treasury
         Issue (expressed in each case as a percentage of its principal amount)
         on the third business day preceding such redemption date, as set forth
         in the daily statistical release (or any successor release) published
         by the Federal Reserve Bank of New York and designated "Composite 3:30
         p.m. Quotations for U.S. Government Securities" or (ii) if such release
         (or any successor release) is not published or does not contain such
         prices on such Business Day, (A) the average of the Reference Treasury
         Dealer Quotations for such redemption date, after excluding the highest
         and lowest of such Reference Treasury Dealer Quotations, or (B) if the
         Trustee obtains fewer than four such Reference Treasury Dealer
         Quotations, the average of all such Quotations.

         "Reference Treasury Dealer" means each of Goldman, Sachs & Co., (and
         its successors) and any three other nationally recognized investment
         banking firms that the Company shall appoint from time to time that are
         primary dealers of U.S. government securities in New York City (each, a
         "Reference Treasury Dealer"). If any of the firms named in the
         preceding sentence ceases to be a primary dealer of U.S. government
         securities in New York City, the Company shall appoint another
         nationally recognized investment banking firm as a substitute.

         "Reference Treasury Dealer Quotation" means, with respect to any
         Redemption Date, the average, as determined by the Trustee, of the bid
         and asked prices for the Comparable Treasury Issue, expressed in each
         case as a percentage of its principal amount, quoted in writing to the
         Trustee by a Reference Treasury Dealer as of 3:30 p.m., New York time,
         on the third Business Day preceding that redemption date. The Trustee
         shall seek Reference Treasury Dealer Quotations in respect of


   8
SPECIMEN                            SPECIMEN                           SPECIMEN


         any Redemption Date from each of the then-existing Reference Treasury
         Dealers.

         "Remaining Scheduled Payments" means, with respect to each Security
         being redeemed, the remaining scheduled payments of principal and
         interest on that Security that would be due after the related
         Redemption Date but for the redemption. If, however, the Redemption
         Date is not an Interest Payment Date with respect to that Security, the
         amount of the next succeeding scheduled interest payment on that
         Security that would have been due will be deemed reduced by the amount
         of interest accrued on the Security to the redemption date.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness of the Company, and this Security is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of this Security, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of not less than 66
2/3% in aggregate principal amount of the Securities at the time Outstanding of
each series to be affected. The Indenture also contains provisions permitting
the Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company or the
Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of


   9
SPECIMEN                            SPECIMEN                           SPECIMEN


any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

         The Guarantor, or a Subsidiary thereof, may directly assume, by a
supplemental indenture, the due and punctual payment of the principal of (and
premium, if any) and interest on all the Securities, in which case the Company
shall be released from its liability as obligor on the Securities.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, places and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company, in the place referred to on the face hereof,
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor and of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor and the Trustee and any agent of the Company, the
Guarantor or the

   10
SPECIMEN                            SPECIMEN                           SPECIMEN


Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

   11
SPECIMEN                            SPECIMEN                           SPECIMEN


                                  ABBREVIATIONS


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.


                  TEN COM--         as tenants in common

                  TEN ENT--         as tenants by the entireties

                  JT TEN --         as joint tenants with right of
                                    survivorship and not as tenants in common

                  UNIF GIFT MIN ACT--..........Custodian.........
                                       (Cust)            (Minor)

                        Under Uniform Gifts to Minors Act

                        .................................
                                   (State)


         Additional abbreviations may also be used though not in the above list.


   12
SPECIMEN                            SPECIMEN                           SPECIMEN


                                 ---------------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


Please Insert Social Security or Other
         Identifying Number of Assignee:

- - -----------------------------------------------------------

- - -----------------------------------------------------------


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE OF ASSIGNEE:

- - -----------------------------------------------------------

- - -----------------------------------------------------------

- - -----------------------------------------------------------

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _____________________________attorney to transfer said Security
on the Security Register of the Company, with full power of substitution in the
premises.


Dated: __________________                       ______________________________
                                                NOTICE: The signature to this
                                                assignment must correspond with
                                                the name as written upon the
                                                face of this Security in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatever.

   13
SPECIMEN                            SPECIMEN                           SPECIMEN


                                    GUARANTEE

                                       OF

                          MELLON FINANCIAL CORPORATION

         For value received, Mellon Financial Corporation, a corporation duly
organized and existing under the laws of the Commonwealth of Pennsylvania
(herein called the "Guarantor"), hereby unconditionally guarantees to the Holder
of the Security upon which this Guarantee is endorsed the due and punctual
payment of the principal of (and premium, if any) and interest on said Security,
when and as the same shall become due and payable, whether at maturity, by
acceleration or redemption or otherwise, according to the terms thereof and of
the Indenture referred to therein. In case of the failure of Mellon Funding
Corporation or any successor thereto (the "Company") punctually to pay any such
principal, premium or interest, the Guarantor hereby agrees to cause any such
payment to be made punctually when and as the same shall become due and payable,
whether at maturity, upon acceleration or redemption or otherwise, and as if
such payment were made by the Company.

         The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
unenforceability of said Security or said Indenture, any failure to enforce the
provisions of said Security or said Indenture, or any waiver, modification,
consent or indulgence granted to the Company with respect thereto, by the Holder
of said Security or the Trustee under said Indenture, the recovery of any
judgment against the Company or any action to enforce the same, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or guarantor. The Guarantor hereby waives diligence, presentment, demand
of payment, filing of claims with a court in the event of merger, insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to said Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal, and premium,
if any, and interest on said Security and the complete performance of all other
obligations contained in said Security.

         The Guarantor shall be subrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid to such Holder by
the Guarantor pursuant


   14
SPECIMEN                            SPECIMEN                           SPECIMEN


to the provisions of this Guarantee; provided, however, that the Guarantor shall
not be entitled to enforce, or to receive any payments arising out of or based
upon, such right of subrogation until the principal of (and premium, if any) and
interest on all Securities issued under said Indenture shall have been paid in
full.

         Subject to the next following paragraph, the Guarantor hereby certifies
and warrants that all acts, conditions and things required to be done and
performed and to have happened precedent to the creation and issuance of this
Guarantee and to constitute the same the valid obligation of the Guarantor have
been done and performed and have happened in due compliance with all applicable
laws.

         Claims under the Guarantee are, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness of the Guarantor, and this Guarantee is issued
subject to the provisions of the Indenture with respect thereto. Each Holder of
a Security upon which this Guarantee is endorsed, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes.

         This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Security shall have been signed
manually by or on behalf of the Trustee under said Indenture.

         This Guarantee shall be deemed to be a contract made under the laws of
the Commonwealth of Pennsylvania, and for all purposes shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
except as otherwise required by mandatory provisions of law.

   15
SPECIMEN                            SPECIMEN                           SPECIMEN


         IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed under its corporate seal.




                                                   MELLON FINANCIAL CORPORATION


                                                   By:_______________________
                                                      Name:
                                                      Title:
Attest:


- - ------------------------------
Name:
Title:

Dated:

EX-99.1

   1
                                                                    Exhibit 99.1



[LOGO]                                               NEWS RELEASE

     Contact: Media               Analysts
              -----               --------           Corporate Affairs
              Ron Gruendl         Andy Clark         One Mellon Center
              (412) 234-7157      (412) 234-4633     Pittsburgh, PA  15258-0001
- - --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

          MELLON BOARD APPROVES NEW 25 MILLION SHARE REPURCHASE PROGRAM

PITTSBURGH, May 15, 2001--The board of directors of Mellon Financial Corporation
today authorized a new repurchase program covering 25 million shares of Mellon
common stock. This new program will take effect following the completion of an
existing 25 million share repurchase program approved in May 2000, which is
expected to be complete before the end of the second quarter of this year. As of
March 31, 2001, Mellon had repurchased nearly 18 million of those shares at a
cost of almost $800 million.

         Mellon had about 477 million common shares outstanding as of March 31,
2001.

         "We are using a portion of the proceeds from the sale of Mellon Leasing
Corporation and Mellon Business Credit for the repurchase of our own shares,
particularly with the share price at current levels," said Martin G. McGuinn,
Mellon chairman and chief executive officer. "Consistent with our strategy, we
also will continue to invest in our high-growth, high-return businesses, which
do not require significant levels of balance sheet capital for growth, as well
as make acquisitions."

         Since Jan. 1, 1999, when Mellon's current leadership team took over,
Mellon has repurchased 63 million common shares at a cost of $2.3 billion, or
just over $37 per share. After reissuances, primarily for employee benefit
plans, this represents a nearly 9 percent reduction in shares. Since Jan. 1,
1995, Mellon has repurchased approximately 182 million common shares at a cost
of $4.1 billion, an average of less than $23 per share. After reissuances, this
represents a 19 percent share reduction, or 112 million net shares.

         Mellon Financial Corporation is a global financial services company.
Headquartered in Pittsburgh, Mellon is one of the world's leading providers of
asset management, trust, custody and benefits consulting services and offers a
comprehensive array of banking services for individuals and corporations. Mellon
has $2.8 trillion in assets under management, administration or custody,
including $520 billion under management. Its asset management companies include
The Dreyfus Corporation and Newton Investment Management Limited (U.K.).

         Press releases and other information about Mellon and its products and
services are available at www.mellon.com on the Internet. For Mellon press
releases by fax, call 1 800 758-5804, identification number 552187.

                                      # # #

EX-99.2

   1
                                                                    Exhibit 99.2



[LOGO]                                              NEWS RELEASE

    Contact:  Media             Analysts
              -----             --------            Corporate Affairs
              Ken Herz          Andy Clark          One Mellon Center
              (412) 234-0850    (412) 234-4633      Pittsburgh, PA 15258-0001
- - --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

           MELLON FINANCIAL PRESIDENT CONDRON MOVING TO AXA FINANCIAL

PITTSBURGH, May 16, 2001--Mellon Financial Corporation today announced that
Christopher M. "Kip" Condron, president and chief operating officer, has
resigned to join AXA Financial, Inc. as president and chief executive officer.

         "All of us at Mellon Financial Corporation wish Kip Condron well in his
new position," said Martin G. McGuinn, chairman and chief executive officer.
"He, Steve Elliott and I worked well together during the past 2 -1/2 years to
sharpen our strategic focus, expand our leadership positions in our high-growth
businesses and increase shareholder value."

         "We have a strong, deep management team which has been successfully
executing Mellon's strategy for growth, and we have the momentum to continue to
build on our accomplishments," McGuinn said.

         McGuinn said there are no current plans to fill the position of
president/chief operating officer. Mellon executives who reported to Condron now
report to McGuinn or Elliott, Senior Vice Chairman and Chief Financial Officer.

         "I leave for this exciting new opportunity confident that Mellon has
strong leadership and talent in place to continue to successfully execute its
strategy," Condron said.

         Mellon Financial Corporation is a global financial services company.
Headquartered in Pittsburgh, Mellon is one of the world's leading providers of
asset management, trust, custody and benefits consulting services and offers a
comprehensive array of banking services for individuals and corporations. Mellon
has $2.8 trillion in assets under management, administration or custody,
including $520 billion under management. Its asset management companies include
The Dreyfus Corporation and Newton Management Investment Limited (U.K.).

                                      # # #

EX-99.3

   1
                                                                    Exhibit 99.3

[LOGO]                                                NEWS RELEASE

    Contact: Media                Analysts
             -----                --------            Corporate Affairs
             Ken Herz             Andy Clark          One Mellon Center
             (412) 234-0850       (412) 234-4633      Pittsburgh, PA  15258-0001
- - --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

         CANTER, O'HANLEY NAMED TO MELLON'S EXECUTIVE MANAGEMENT GROUP;
              CANTER NAMED CHAIRMAN, CEO OF THE DREYFUS CORPORATION

PITTSBURGH, May 16, 2001--Stephen E. Canter and Ronald P. O'Hanley have been
named to Mellon Financial Corporation's now seven-member Executive Management
Group, the most senior management body, which sets corporate strategies and
policies and oversees day-to-day operations. In a related action, Canter has
been named chairman and chief executive officer of The Dreyfus Corporation.

         "Steve and Ron are experienced professionals who have been running
their businesses for a long time and can now bring their experience to a larger
role," said Martin G. McGuinn, Mellon chairman and chief executive officer.
"Their elevation to the Executive Management Group underscores both the
importance of our asset management businesses and the management depth that we
have."

         Canter was previously president, chief operating officer and chief
investment officer of Dreyfus, as well as a member of Mellon Financial
Corporation's senior management committee. Canter joined Dreyfus in 1995 as vice
chairman and chief investment officer. Previously, he was a founding shareholder
and chief executive officer of Kleinwort Benson Investment Management Americas,
Inc.; president and chief executive officer of Mitchell Hutchins Institutional
Investors, Inc.; and president of Chase Investors Management Corporation.

         O'Hanley is president of Mellon Institutional Asset Management, the
umbrella organization for Mellon Financial Corporation's institutional
investment management businesses. He also has been a member of Mellon's senior
management committee. The asset management firms under O'Hanley's leadership
include: The Boston Company Asset Management, Certus Asset Advisors, Franklin
Portfolio Associates, Mellon Capital Management, Mellon Equity Associates and
Mellon Bond Associates, and minority investments in Pareto Partners and Prime
Advisors. O'Hanley is also responsible for Mellon Global Investments, Mellon's
non-U.S. asset management activities in Europe, Japan, Brazil, Chile and Hong
Kong, as well as Buck Consultants. Prior to joining Mellon in 1997, O'Hanley was
a partner at McKinsey & Company, Inc.

         Mellon Financial Corporation is a global financial services company.
Headquartered in Pittsburgh, Mellon is one of the world's leading providers of
asset management, trust, custody and benefits consulting services and offers a
comprehensive array of banking services for individuals and corporations. Mellon
has $2.8 trillion in assets under management, administration or custody,
including $520 billion under management. Its asset management companies include
The Dreyfus Corporation and Newton Management Investment Limited (U.K.).

                                      # # #