-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+XbsANPClzgMda7H52IDTDBtImCJPWx28LA61JG9P00eCEQFbiK01J8bTX+mkDa MYDSuRKaoEIJmjT3ECYNFQ== 0000950132-97-000729.txt : 19971021 0000950132-97-000729.hdr.sgml : 19971021 ACCESSION NUMBER: 0000950132-97-000729 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971017 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MELLON BANK CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-38213 FILM NUMBER: 97697741 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CTR STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on October [ ], 1997 Registration Statement No. 333- [ ] SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MELLON BANK CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 25-1233834 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Mellon Bank Center 500 Grant Street Pittsburgh, Pennsylvania 15258-0001 (412) 234-5000 (Address of registrant's principal executive offices) (Telephone Number) Carl Krasik, Esq. Associate General Counsel and Secretary Mellon Bank Corporation One Mellon Bank Center 500 Grant Street Pittsburgh, Pennsylvania 15258 (412) 234-5222 (Name, address and telephone number of agent for service) Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [X] If this Form is registering additional securities pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ Title of each Proposed Proposed class of Amount maximum maximum Amount of securities to to be offering price aggregate registration be registered registered per share offering price fee - ------------------------------------------------------------------------------------------------------------------------ Common Stock 4,000,000 $52.0625 $208,250,000 $63,107 ($.50 par value) (1) shares (2) (3) (3) - ------------------------------------------------------------------------------------------------------------------------
(1) Includes stock purchase rights. Prior to the occurrence of certain events, these rights will not be exercisable or evidenced separately from the Common Stock. This Registration Statement also relates to 325,000 shares of Common Stock previously registered (Registration No. 33-48486) under the Securities Act of 1933 for which a registration fee has previously been paid. (2) If, prior to the completion of the distribution of the Common Stock covered by this Registration Statement, additional shares of Common Stock are issued or issuable as a result of a stock split or stock dividend, this Registration Statement shall be deemed to cover such additional shares resulting from the stock split or stock dividend pursuant to Rule 416. (3) Calculated based upon the average of the high and low prices on October 15, 1997, as reported in the consolidated reporting system and published in The Wall Street Journal, in accordance with Rule 457(c). Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus which is a part of this Registration Statement includes all the information currently required in a prospectus relating to the securities covered by Registration Statement No. 33-48486 of Mellon Bank Corporation. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine. ------------------------ [LOGO] MELLON BANK CORPORATION DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN PROSPECTUS November 1, 1997 TABLE OF CONTENTS Mellon Bank Corporation Direct Stock Purchase and Dividend Reinvestment Plan . . . . . . . . . . . . . . . . . . . 3 Mellon Bank Corporation . . . . . . . . . . . . . . . . . . . . . 3 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Inquiries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Investment Options . . . . . . . . . . . . . . . . . . . . . . . . 6 Purchasing Shares through the Plan . . . . . . . . . . . . . . . . 8 Selling Shares through the Plan . . . . . . . . . . . . . . . . . 9 Safekeeping of Your Stock Certificates and Book Entry . . . . . . 10 Gifts or Transfers of Shares . . . . . . . . . . . . . . . . . . 10 Issuance of Certificates . . . . . . . . . . . . . . . . . . . . 11 Plan Service Fees . . . . . . . . . . . . . . . . . . . . . . . . 12 Tracking Your Investments . . . . . . . . . . . . . . . . . . . . 13 U.S. Federal Income Taxation . . . . . . . . . . . . . . . . . . 13 Available Information . . . . . . . . . . . . . . . . . . . . . . 14 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Stock Splits, Stock Dividends and Other Distributions . . . 15 Voting of Proxies . . . . . . . . . . . . . . . . . . . . . 15 Responsibility of Administrator and Mellon . . . . . . . . . 15 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 16 Plan Modification or Termination . . . . . . . . . . . . . . 16 Change of Eligibility; Termination . . . . . . . . . . . . . 16 Foreign Participation . . . . . . . . . . . . . . . . . . . 16 Independent Public Accountants . . . . . . . . . . . . . . . 16 2 MELLON BANK CORPORATION DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN This prospectus describes the Mellon Bank Corporation Direct Stock Purchase and Dividend Reinvestment Plan. Mellon wanted to amend its currently existing Dividend Reinvestment and Common Stock Purchase Plan to modernize it and provide new, enhanced features, and the Plan is the result of that effort. The Plan promotes long-term ownership in Mellon Bank Corporation by offering: . A simple, cost-effective method for you to purchase shares of common stock directly from Mellon; . A way to increase your Mellon holdings by reinvesting your cash dividends; and . The opportunity for you to purchase additional shares of Mellon common stock by making optional cash investments. You do not have to be a current Mellon shareholder to participate in the Plan. You can purchase your first shares of Mellon common stock through the Plan by making an initial investment of $500 or more, including an enrollment fee of $6.00. If you currently participate in Mellon's Dividend Reinvestment and Common Stock Purchase Plan, you are automatically enrolled in the Plan. MELLON BANK CORPORATION Mellon Bank Corporation is a major financial services company headquartered in Pittsburgh, Pennsylvania, which engages principally in two core businesses, banking services and investment management: . Mellon's banking services businesses provide financial services to consumers, small business and private banking customers in the mid-Atlantic region, credit card and mortgage services nationally; and products in corporate/institutional banking, international banking, middle market banking, asset-based lending, leasing, real estate finance, capital markets/venture capital and insurance premium finance for corporations and institutions. . Mellon's investment management businesses provide trust and investment products and private asset management for consumers; and master trust, global custody of foreign securities, foreign exchange, securities lending, cash management and investment 3 management for corporations and institutions. Mellon's mutual fund business is The Dreyfus Corporation. Mellon Bank, N.A., Mellon's principal banking subsidiary, was founded in 1869 as T. Mellon and Sons' Bank. Mellon's principal executive offices are located at One Mellon Bank Center, Pittsburgh, Pennsylvania 15258-0001, telephone number (412) 234-5000. Neither the Securities and Exchange Commission nor any state securities regulators has approved or disapproved these securities or has determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. Securities purchased or held under the terms of the Plan are not insured by the FDIC or SIPC and may lose value. There is no bank guarantee attached to such securities. SUMMARY - -> ENROLLMENT: . New shareholders can join the Plan by making an initial investment of at least $500, including an enrollment fee of $6.00 and a trading fee of $.12 per share if the shares are purchased for you in the open market. You can pay by check or have your payment automatically withdrawn from your bank account in 10 monthly installments of $100 (a minimum of $1,000). . Shareholders currently enrolled in Mellon's Dividend Reinvestment and Common Stock Purchase Plan are automatically enrolled in the Plan. No action or fee payment is required if you are a current participant. . Other existing Mellon shareholders can participate by submitting a completed enrollment form. If your shares are held in a brokerage account, you may participate directly by transferring registration of some or all of your shares into your name and submitting an enrollment form. No fee payment is required if you are already a Mellon shareholder. - -> REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of your cash dividends to purchase additional shares of Mellon common stock without paying trading fees. In order to take advantage of the dividend reinvestment option, you must reinvest the dividends on at least five shares. - -> FULL INVESTMENT: Full investment of your dividends is possible because you will be credited with both whole and fractional shares. Dividends are paid not only on whole shares, but also proportionately on fractional shares. 4 - -> OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you can buy additional shares of Mellon common stock without paying any fees. You can invest a minimum of $100 up to $100,000 per calendar month. You can pay by check or have your payment automatically withdrawn from your bank account. - -> SAFEKEEPING OF CERTIFICATES: You can deposit your Mellon common stock certificates with ChaseMellon Shareholder Services for safekeeping, at no cost to you. A certificate for your shares will be sent to you, free of charge, upon request. However, fractional shares will not be issued. - -> GIFTS AND TRANSFERS OF SHARES: You can give or transfer your stock to others. - -> SELL SHARES CONVENIENTLY: If you choose to sell your Mellon common stock held in your Plan account, you will pay fees lower than those typically charged by stockbrokers. - -> TRACKING YOUR INVESTMENT: You will receive a statement or a notification after each transaction you make under the Plan. Statements provide the details of the transaction and show the share balance in your Plan account. ADMINISTRATOR The Chase Manhattan Bank has been designated by Mellon to administer the Plan and act as Agent for the participants. The Chase Manhattan Bank has designated its affiliates, ChaseMellon Shareholder Services, L.L.C. and Chase Securities Inc., and other agents to perform certain services for the Plan. These companies will purchase and hold shares of stock for Plan participants, keep records, send statements, and perform other duties required by the Plan. INQUIRIES: CHASEMELLON SHAREHOLDER SERVICES For information about the Plan contact ChaseMellon Shareholder Services: ChaseMellon Shareholder Services: 1-800-205-7699 Outside the United States call collect: (212) 946-7435 Internet: http://www.mellon.com http://www.chasemellon.com Written requests and notices should be mailed as follows: Send Correspondence and all ChaseMellon Shareholder Services requests except Optional Cash Investments to: P.O. Box 3338 5 Please include your daytime South Hackensack, N.J. 07606-1938 telephone number. Send Optional Cash ChaseMellon Shareholder Services Investments to: Optional Cash Investments Send check or money order payable to P.O. Box 382009 Mellon Bank Corporation in U.S. dollars Pittsburgh, PA 15250-8009 (please use transaction stub at bottom of statement.) ENROLLMENT You are eligible to participate in the Plan if you meet the requirements outlined below. If you live outside the United States, you should first determine if there are any governmental regulations that would prohibit your participation in the Plan. - -> If you do not currently own any Mellon common stock, you can join the Plan by making an initial investment of at least $500, but not more than $l00,000. You can join the Plan by returning a completed Enrollment Form to ChaseMellon Shareholder Services along with your check or money order payable to "Mellon Bank Corporation". Alternatively, if you authorize monthly investments for a minimum of 10 months, you can initiate your investments for a minimum of $100 per month, but not more than $100,000 per month. The Administrator will arrange for the purchase of shares for your account but will not pay interest on amounts held pending investment. A $6.00 enrollment fee and a trading fee of $.12 per share (if the shares are purchased for you in the open market) will be deducted from your initial payment. See "Purchasing Shares Through the Plan" on page 8. - -> If you already own Mellon common stock and shares are registered in your name, you may join the Plan by returning a completed Enrollment Form to ChaseMellon Shareholder Services. If you have been participating in the Mellon Bank Corporation Dividend Reinvestment and Common Stock Purchase Plan, you will be automatically enrolled in the Mellon Bank Corporation Direct Stock Purchase and Dividend Reinvestment Plan and need not send in an Enrollment Form or take any other action unless you want to make a change. - -> If your shares are held in a brokerage account, and you wish to participate directly in the Plan, you should direct your broker, bank or trustee to register some or all of your Mellon common shares in your name. You can then join the Plan by returning a completed Enrollment Form to ChaseMellon Shareholder Services. INVESTMENT OPTIONS 6 Once enrolled in the Plan, you have the following choices: - -> DIVIDEND REINVESTMENT: You can choose to reinvest all or a portion of the cash dividends paid on your shares held in the Plan toward the purchase of additional shares of Mellon common stock. To participate in the reinvestment feature of the Plan, you must reinvest the dividend on a minimum of five shares. If the number of shares on which dividends are reinvested falls below five shares, you will receive a check for the full amount of the dividend. You can change your election and dividend reinvestment options at any time by notifying ChaseMellon Shareholder Services. For a particular dividend to be reinvested, your notification must be received prior to the record date for the dividend. Mellon's record date is normally on or about the last business day of January, April, July and October. If you have any questions about the record date, please call ChaseMellon Shareholder Services at 1-800-205-7699. If you elect to reinvest your dividends, you must choose one of the following when completing the Dividend Reinvestment section of the Enrollment form. Full Dividend Reinvestment: You may purchase additional shares of Mellon common stock by reinvesting all of your cash dividends. Partial Dividend Reinvestment: You may purchase additional shares of Mellon common stock by reinvesting some of your dividends and receive the balance of your dividends in cash. If you choose to reinvest less than all of your dividends, you must specify the percent of shares on which dividends will be reinvested Deposit Cash Dividends Electronically: You can have your cash dividends deposited directly into your bank account instead of receiving a check by mail. This can be accomplished by completing the appropriate sections of the Enrollment Form or by notifying ChaseMellon Shareholder Services. Direct Deposit Authorization Forms will be acted upon as soon as practical after they are received. You can change your designated bank account for direct deposit or discontinue this feature by notifying ChaseMellon Shareholder Services. If you do not elect to reinvest your dividends, all cash dividends will be paid to you by check or electronic deposit, depending upon your election under the Plan. - -> OPTIONAL CASH INVESTMENTS: You can purchase additional shares of Mellon common stock by using the Plan's optional cash investment feature. Optional cash investment must be at least $100 and cannot exceed $l00,000 per month. Interest will not be paid to you on amounts held pending investment. By Check or Money Order: Optional investments can be made by check or money order payable to Mellon Bank Corporation. Do not send cash. To facilitate processing of your investment, please use the transaction stub located on the bottom of your Plan account statement. 7 Mail your check and transaction stub to the address specified on the statement. You may not sell or withdraw shares purchased by check for a period of 15 days from the receipt of the check. This limitation on withdrawal or sale may be waived in individual cases by Mellon in its sole discretion. By Automatic Withdrawal from a Bank Account: If you wish to make regular monthly purchases, you can authorize an automatic monthly withdrawal from your bank account. This feature enables you to make ongoing investments without writing a check. For information on how to set up an automatic monthly withdrawal from your bank account, contact ChaseMellon Shareholder Services. Funds will be deducted from your account on the 15th day of each month. If this date falls on a bank holiday or weekend, funds will be deducted on the next business day. Please allow four to six weeks for the first automatic monthly withdrawal to be initiated. You must notify ChaseMellon Shareholder Services in writing to change or terminate automatic withdrawal. A $25.00 fee will be assessed for a check or automatic monthly withdrawal that is returned for insufficient funds. PURCHASING SHARES THROUGH THE PLAN - -> Purchase Intervals: The Administrator will make purchases for initial and optional investments as promptly as practical, but at least once each week. Purchases for reinvestment of dividends will be made on a quarterly basis and extend over a number of days to meet the requirements of the Plan. - -> Source and Pricing of Shares: Source of shares: Mellon common stock used to meet the requirements of the Plan will either be purchased in the open market by the Administrator or issued directly by Mellon from authorized but unissued shares or treasury shares. Mellon intends to use the proceeds from any newly issued shares or treasury shares for general corporate purposes. Shares purchased in the open market: If the shares are purchased in the open market, the price per share will be the weighted average purchase price of shares purchased to satisfy Plan requirements. All fractional shares are calculated to four decimals and are credited to your account. Except on initial investments, trading fees incurred by the Plan for purchases will be paid by Mellon and will be reported to you as taxable income. A trading fee of $.12 per share will be charged on initial investments. 8 Shares purchased from Mellon: If the shares are purchased from Mellon for initial and optional investments, your price per share will be the average of the daily high and low sale prices quoted on the New York Stock Exchange (NYSE) Composite Transactions listing for the three day period preceding the date the shares are purchased. If the shares are purchased from Mellon for quarterly reinvestment of dividends, your price per share will be the average of the daily high and low sale prices quoted on the NYSE Composite Transactions listing for the three day period preceding the dividend payment date. If there is no trading of Mellon common stock on the NYSE for a substantial period of time during the pricing period, then the price per share will be determined by Mellon on the basis of such market quotations as it considers appropriate. - -> Timing and control: Because the Administrator will be the purchasing party on behalf of the Plan, neither Mellon nor any participant in the Plan has the authority or power to control either the timing or pricing of shares purchased or the selection of the broker/dealer making the purchases. Therefore, you will not be able to precisely time purchases and will bear the market risk associated with fluctuations in the price of Mellon's common stock. That is, if you send in an initial or optional investment, it is possible that the market price of Mellon's common stock could go up or down before the Administrator purchases stock with your funds. In addition, you will not earn interest on initial or optional investments for the period before the shares are purchased. Mellon engages in repurchases of its common stock from time to time for various corporate purposes. Such repurchases may occur during pricing periods. SELLING SHARES THROUGH THE PLAN You can sell any number of shares held in your Plan account, or in book entry form, by notifying ChaseMellon Shareholder Services. Sales will be made by the Administrator at least weekly, but may be made more frequently if volume dictates. The sale price for shares sold will be the weighted average price of shares sold during that period. You will receive the proceeds of the sale less a $15.00 sales transaction fee, a trading fee, and any required tax withholdings. See "Plan Service Fees" on page 12. You can choose to sell your shares through a stockbroker of your choice, in which case you should request ChaseMellon Shareholder Services to either transfer or issue a certificate for your shares. See "Issuance of Certificates" on page 11. Please note that if your total holdings fall below one share, the Administrator will liquidate the fractional share, remit the proceeds to you, less any applicable fees, and close your Plan account. Timing and control: Neither Mellon nor any participant in the Plan has the authority or power to control the timing or pricing of shares sold or the selection of the broker/dealer making the sale. Therefore, you will not be able to precisely time sales and will bear the market risk 9 associated with fluctuations in the price of Mellon's common stock. That is, if you send in a sell request it is possible that the market price of Mellon common stock could go up or down before the Administrator sells your shares. SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY Shares of Mellon common stock that you buy under the Plan will be maintained in your Plan account for safekeeping in book entry form. You will receive a periodic statement detailing the status of your holdings. For more information, see "Tracking Your Investments" on page 13. Any Mellon shareholder may use the Plan's safekeeping service to deposit their Mellon common stock certificates at no cost. Safekeeping is beneficial because you no longer bear the risk and cost associated with the loss, theft, or destruction of stock certificates. With safekeeping, you retain the option of receiving cash dividends or reinvesting your dividends (provided that you reinvest the dividends on a minimum of five shares) or taking advantage of the sale of shares feature of the Plan. Certificates will be issued only upon written request to ChaseMellon Shareholder Services. To use the safekeeping service, send your certificates to ChaseMellon Shareholder Services by registered mail with written instructions to deposit them in safekeeping. Certificates forwarded to ChaseMellon Shareholder Services by registered mail will automatically be covered by an Administrator blanket bond up to the first $100,000 of value. The certificates should not be endorsed and the assignment section should not be completed. GIFTS OR TRANSFERS OF SHARES You can give or transfer Mellon common shares to anyone you choose by: - -> Making a minimum initial $500 cash investment to establish an account in the recipient's name; - -> Submitting an optional cash investment on behalf of an existing shareholder in the Plan in an amount not less than $100 nor more than $100,000; or - -> Transferring shares from your account to the recipient. Transfers must be made in whole shares unless you transfer your entire account. Shares can be transferred to new or existing shareholders. If a request regarding the "partial sale/transfer the balance" or "transfer all shares" in a Plan account reinvesting the dividends is received between the ex-dividend and the dividend record date, the processing of your request may be held until 10 after your account is credited with the reinvested dividends. This hold period could be as long as four weeks. All accounts opened will be automatically enrolled in full dividend reinvestment, provided there is a minimum of five shares transferred. New participants, at their discretion, may elect another option. Signatures must be guaranteed by a financial institution participating in the Medallion Guarantee program. The Medallion Guarantee program ensures that the individual signing the authorization papers or certificate(s) is in fact the registered owner(s) as it appears on the stock certificate(s) or stock power. You should contact your bank or broker for more information regarding the Medallion Guarantee program. If you need additional assistance, please call ChaseMellon Shareholder Services at 1-800-205-7699. ISSUANCE OF CERTIFICATES You can withdraw all or some of the shares from your Plan account by notifying ChaseMellon Shareholder Services. Certificates will be issued for whole shares only. In the event your request involves a fractional share, a check (less any applicable fees) for the value of the fractional share will be mailed to you. You should receive your certificate within two to three weeks of mailing your request. Certificates will be issued in the name(s) in which the account is registered, unless otherwise instructed. If the certificate is issued in a name(s) other than your Plan account registration, the signature(s) on the instructions or stock power must be guaranteed by a financial institution participating in the Medallion Guarantee program, as previously described. 11 PLAN SERVICE FEES
Enrollment Fee for new investors $6.00 per account enrollment Initial Purchase of Shares Direct issuance No Charge Open market purchase $.12 per share Sales of Shares (partial or full) Transaction Fee $15.00 per sale transaction Trading Fee $.12 per share Reinvestment of Dividends No Charge Optional Cash Investments via check or automatic investment No Charge Gift or Transfer of Shares No Charge Safekeeping of Stock Certificates No Charge Certificate Issuance No Charge Returned checks or rejected automatic investments $25.00 per item Duplicate Statements Current year No Charge Prior year(s) $20.00 per year requested
The Administrator will deduct the applicable fees from either the initial investment or proceeds from a sale. 12 TRACKING YOUR INVESTMENTS If you participate in dividend reinvestment, you will receive a quarterly statement showing all transactions (shares, amounts invested, purchase prices) for your account including year-to-date and other account information. Supplemental statements or notices will be sent when you make an initial or optional cash investment or a deposit, transfer or withdrawal of shares. If you do not participate in dividend reinvestment, you will receive a statement or notice confirming any transactions you make. If you continue to be enrolled in the Plan, but have no transactions, you will receive an annual statement of your holdings. Please retain your statements to establish the cost basis of shares purchased under the Plan for income tax and other purposes. You should notify ChaseMellon Shareholder Services promptly of any change in address since all notices, statements and reports will be mailed to your address of record. You will not be permitted to sell or withdraw shares from the Plan for a period of 15 calendar days following a change in address. This limitation on withdrawal or sale may be waived in individual cases by Mellon in its sole discretion. U.S. FEDERAL INCOME TAX INFORMATION The following is a summary of the general U.S. Federal income tax consequences for individuals participating in the Plan. This summary is not a comprehensive summary of all of the U.S. Federal income tax considerations that may be relevant to a participant in the Plan. Therefore, you are urged to consult your tax advisor regarding the consequences of participation in the Plan (including, without limitation, state income tax consequences of participating in the Plan). Reinvested Dividends and Plan Expenses: Cash dividends reinvested under the Plan will be taxable as having been received by you even though you have not actually received them in cash. You will receive an annual statement from the Administrator indicating the amount of reinvested dividends reported to the IRS as dividend income. This statement will also report as taxable income any trading fees paid by Mellon on your behalf for purchases of shares. You should not be treated as receiving an additional taxable distribution relating to your pro rata share of those fees of the Administrator or other costs of administering the Plan which are paid by Mellon. There is no assurance, however, that the IRS will concur with this position. Mellon does not currently intend to seek formal advice from the IRS on this issue. Transfer of Shares: You will not realize gain or loss for U.S. Federal income tax purposes upon the transfer of shares to the Plan or the withdrawal of whole shares from the Plan. 13 You will, however, generally realize gain or loss upon the sale of shares (including the receipt of cash for fractional shares) held in the Plan. Withholding: Plan participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax on dividends paid on shares held in the Plan. The Administrator is required to withhold from dividends paid the appropriate amount determined in accordance with U.S. Treasury regulations. Any applicable withholding tax may be determined by treaty between the U.S. and the country in which such participant resides. Accordingly, the amount of any dividends, net of the applicable withholding tax, will be credited to participant Plan accounts for the investment in additional Mellon common stock. AVAILABLE INFORMATION Mellon files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information Mellon files at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at l-800-SEC-0330 for further information on the public reference rooms. Mellon filings with the SEC are also available to the public from commercial document retrieval services, on Mellon's website at "http://www.mellon.com", and at the website maintained by the SEC at "http://www.sec.gov." The SEC allows Mellon to "incorporate by reference" the information it files with the SEC, which means that Mellon can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the SEC will update and supersede this information. Mellon incorporates by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of l934 until the offering is completed. (a) Annual Report on Form 10-K for the year ended December 31, l996. (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997. (c) The description of the common stock set forth in Mellon's Registration Statement on Form 8-A, dated June 10, 1981, filed pursuant to Section 12(b) of the Exchange Act, including any reports updating such description. (d) The description of the stock purchase rights set forth in Mellon's Registration Statement on Form 8-A, dated October 29, 1996, filed pursuant to Section 12(b) of the Exchange Act, including any reports updating such description. 14 Mellon will provide without charge to each person to whom a copy of this prospectus is delivered on the request of any such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Written requests for such copies should be directed to the Secretary of Mellon, 1820 One Mellon Bank Center, Pittsburgh, Pennsylvania 15258-0001. Telephone requests for copies may be directed to: 1-800-205-7699. You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. Mellon has not authorized anyone to provide you with different or additional information. Mellon is not making an offer to sell any stock in any state or country where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of the document. MISCELLANEOUS Stock Splits, Stock Dividends and Other Distributions In the event dividends are paid in Mellon common stock, or if Mellon common stock is distributed in connection with any stock split or similar transaction, your account will be adjusted to reflect the receipt of the common stock so paid or distributed. In the event that stock rights issued by Mellon are redeemed, the funds received will be invested in additional shares of Mellon's common stock or paid directly to you, depending on your election under the Plan. Voting of Proxies You will be sent proxy materials including a proxy card representing both the shares for which you hold certificates and the shares, full and fractional, in your Plan account. The proxy will be voted as indicated by you. If the proxy card is not returned or if it is returned unsigned, none of your shares will be voted. Responsibility of Administrator and Mellon Neither Mellon nor the Administrator will be liable for any act they do in good faith or for any good faith omission to act. This includes, without limitation, any claims of liability as follows: . arising out of failure to terminate your account upon your death prior to receiving written notice of such death; . with respect to the prices at which shares are purchased or sold for your Plan account, or in book entry form, and the times when such purchases or sales are made; and . for any fluctuation in the market value after purchase or sale of shares. 15 Although the Plan contemplates the continuation of quarterly dividend payments, the payment of dividends is at the discretion of Mellon's Board of Directors and will depend upon future earnings, the financial condition of Mellon and other factors. Neither Mellon nor the Administrator can assure you a profit or protect you against a loss on the shares you purchase under the Plan. Legal Matters Carl Krasik, Associate General Counsel and Secretary of Mellon Bank Corporation, has given his opinion regarding the validity of the common stock covered by this Prospectus. On September 30, 1997, Mr. Krasik owned 594 shares of Mellon's common stock and held 10,250 options, issued under Mellon's Long-Term Profit Incentive Plan, to purchase Mellon's common stock. Plan Modification or Termination Mellon reserves the right to suspend, modify or terminate the Plan at any time. You will receive notice of any such suspension, modification or termination. Mellon and the Administrator also reserve the right to change any administrative procedure of the Plan. Change of Eligibility; Termination Mellon reserves the right to deny, suspend or terminate participation by a shareholder who is using the Plan for purposes inconsistent with the intended purpose of the Plan. In such event, the Administrator will notify you in writing and will continue to safekeep your shares but will no longer accept optional cash investments from you or reinvest your dividends. ChaseMellon Shareholder Services will issue a certificate to you upon written request. Foreign Participation If you live outside of the United States, you should first determine if there are any laws or governmental regulations that would prohibit your participation in the Plan. Mellon reserves the right to terminate participation of any shareholder if it deems it advisable under any foreign law or regulations. Independent Public Accountants The financial statements of Mellon Bank Corporation incorporated by reference from the 1996 Annual Report on Form 10-K in this prospectus have been audited by KPMG Peat Marwick LLP, independent public accountants, as indicated in their report with respect thereto, and are included in this prospectus in reliance upon the authority of said firm as experts in accounting and auditing. 16 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee................. $63,107 Printing and engraving expenses.. 7,500 ------- Accountants' fees................ 3,500 ------- Legal fees and expenses.......... 6,000 ------- Blue sky fees and expenses....... 1,000 ------- Miscellaneous expenses........... 5,000 ------- Total............................ $86,107* -------
*Total expenses exclude an estimated $33,000 of annual recurring costs for the operation of the Plan. Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. 1. Pennsylvania Business Corporation Law. Sections 1741 and 1742 of the PBCL provide that a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action by or in the right of the corporation, such indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless, and only to the extent that, a court determines upon application that, despite the adjudication of liability but in view of all the circumstances, such person is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. PBCL Section 1744 provides that, unless ordered by a court, any indemnification referred to above shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the indemnitee has met the applicable standard of conduct. Such determination shall be made: (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (2) if such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (3) by the shareholders. Notwithstanding the above, PBCL Section 1743 provides that to the extent that a director, officer, employee or agent of a business corporation is successful on the merits or otherwise in defense of any proceeding II-1 referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. PBCL Section 1745 provides that expenses (including attorneys' fees) incurred by an officer, director, employee or agent of a business corporation in defending any proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking to repay the amount advanced if it is ultimately determined that the indemnitee is not entitled to be indemnified by the corporation. PBCL Section 1746 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the foregoing provisions is not exclusive of any other rights to which a person seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or directors or otherwise, and that indemnification may be granted under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise for any action taken or any failure to take any action whether or not the corporation would have the power to indemnify the person under any other provision of law and whether or not the indemnified liability arises or arose from any action by or in the right of the corporation, provided, however, that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. PBCL Section 1747 permits a Pennsylvania business corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions described above. The Registrant has purchased liability insurance policies covering its directors and officers to insure against claims arising out of certain alleged wrongful acts on the part of such directors and officers and against claims arising out of certain alleged breaches of fiduciary duty under the Employee Retirement Income Security Act of 1974 on the part of such directors and officers. The Restated Articles of Incorporation, as amended, of the Registrant (the "Articles") provide that, except as prohibited by law, every director and officer of the Registrant shall be entitled as of right to be indemnified by the Registrant against expenses and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the Registrant or otherwise, in which such person may be involved (subject to certain limitations in the case of actions by such person against the Registrant) by reason of such person being or having been a director or officer of the Registrant or serving or having served at the request of the Registrant as a director, officer, employee, fiduciary or other representative of another entity. The Articles also give to indemnitees the right to have their expenses in defending such actions paid in advance by the Registrant, subject to any obligation imposed by law or otherwise to reimburse the Registrant in certain events. The Registrant has entered into an indemnity agreement (the "Indemnity Agreement") with each director and certain of its officers which provides a contractual right to indemnification against such expenses and liabilities (subject to certain limitations and exceptions) and a contractual right to advancement of expenses and contains additional provisions regarding determination of entitlement, defense of claims, rights of contribution and other matters. The specific indemnity provisions of the PBCL, which are by their terms not intended to be exclusive, are, in general, not as broad as the provisions of the Articles and the Indemnity Agreement; however, one provision would preclude indemnification in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, and another provision requires that advances of expenses may be made by a corporation only upon receipt of an undertaking to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. II-2 Article Seventh of the Articles and Article Two of the Registrant's By- Laws, as amended, both adopted by the shareholders of the Registrant at their annual meeting on April 20, 1987, further provide that, to the fullest extent that the laws of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit elimination or limitation of the liability of directors, no director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a director. The PBCL provides that whenever the by-laws of a corporation by a vote of the shareholders so provide, a director shall not be personally liable for monetary damages as such for any action taken, or failure to take any action, unless (i) the director has breached or failed to perform the duties of his office under the standard of care and justifiable reliance specified in the PBCL and (ii) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. These provisions do not apply to (i) responsibility or liability of a director pursuant to any criminal statute or (ii) the liability of a director for payment of taxes. ITEM 16. EXHIBITS. An Exhibit Index, containing a list of all exhibits filed with this Registration Statement is included on page II-6. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (5) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES MELLON BANK CORPORATION Pursuant to the requirements of the Securities Act of 1933, Mellon Bank Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 17th day of October, 1997. MELLON BANK CORPORATION By /s/ STEVEN G. ELLIOTT ----------------------------- Steven G. Elliott Vice Chairman and Chief Financial Officer and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 17th day of October, 1997. By /s/ STEVEN G. ELLIOTT ----------------------------- Steven G. Elliott Principal Financial Officer and Principal Accounting Officer FRANK V. CAHOUET, Director and Principal Executive Officer, DWIGHT L. ALLISON, JR., Director, BURTON C. BORGELT, Director, CAROL R. BROWN, Director, J. W. CONNOLLY, Director, CHARLES A. CORRY, Director, C. FREDERICK FETTEROLF, Director, IRA J. GUMBERG, Director, PEMBERTON HUTCHINSON, Director, GEORGE W. JOHNSTONE, Director, ROTAN E. LEE, Director, ANDREW W. MATHIESON, Director, EDWARD J. McANIFF, Director, ROBERT MEHRABIAN, Director, SEWARD PROSSER MELLON, Director, DAVID S. SHAPIRA, Director, W. KEITH SMITH, Director, JOAB L. THOMAS, Director, WESLEY W. von SCHACK, Director, WILLIAM J. YOUNG, Director. By /s/ CARL KRASIK ----------------------------- Carl Krasik Attorney-in-fact II-5 EXHIBIT INDEX Exhibit Number - ------- 4.1 Mellon Bank Corporation's Restated Articles of Incorporation, as amended and restated as of September 2, 1993, previously filed as Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference. 4.2 Amendment of April 26, 1997 to Mellon Bank Corporation's Restated Articles of Incorporation previously filed as Exhibit 3.2 to Registration Statement on Form S-4 (No. 333-27945) and incorporated herein by reference. 4.3 Amendment of September 26, 1997 to Mellon Bank Corporation's Restated Articles of Incorporation. 4.4 Mellon Bank Corporation's By-Laws, as amended, effective September 16, 1997. 4.5 Mellon Bank Corporation's Shareholder Protection Rights Agreement, previously filed as Exhibit 1 to Form 8-A Registration Statement (File No. 1-7410) dated October 29, 1996, and incorporated herein by reference. 4.6 Form of Common Stock Certificate previously filed as Exhibit 4.3 to Registration Statement on Form S-3 (No. 33-56228) dated December 22, 1992, and incorporated herein by reference. 5.1 Opinion of Carl Krasik, Esq. as to the legality of the securities to be issued. 23.1 Consent of KMPG Peat Marwick, LLP. 23.2 Consent of Carl Krasik, Esq. is contained in the opinion of counsel filed as Exhibit 5.1. 24.1 Powers of Attorney. II-6 EX-4.3 2 ARTICLES OF AMENDMENT (DOMESTIC) Exhibit 4.3 Microfilm Number 9772-658 Filed with the Department of State on Sept. 26, 1997 Entity Number 227630 Yvette Kane ---------------------------------------------------- Secretary of the Commonwealth ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION In compliance with the requirements of 15 Pa.C.S. (S)1915 (relating to articles of Amendment), the undersigned business corporation, desiring to amend its Articles, hereby states that: 1. The name of the corporation is: Mellon Bank Corporation 2. The (a) address of this corporation's current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is (the Department is hereby authorized to correct the following information to conform to the records of the Department): (a) One Mellon Bank Center, 500 Grant Street, Pittsburgh, PA 15258-0001, Allegheny County (b) c/o: _________________________________________________________________ Name of Commercial Registered Office Provider County For a corporation represented by a commercial registered office provider, the county in which the corporation is located for venue and official publication purposes. 3. The statute by or under which it was incorporated is: Act of May 5, 1933, P.L. 364, as amended 4. The date of its incorporation is: 08/23/71 5. (Check, and if appropriate complete, one of the following): X The amendment shall be effective upon filing these Articles of -------- Amendment in the Department of State. _____ The amendment shall be effective on: ____________________ at Date _______________ Hour 6. (Check one of the following): _____ The amendment was adopted by the shareholders (or members) pursuant to 15 Pa.C.S. (S)1914(a) and (b). X The amendment was adopted by the board of directors pursuant to -------- 15 Pa.C.S. (S)1914(c). 7. (Check, and if appropriate complete, one of the following): _____ The amendment adopted by the corporation, set forth in full, is as follows: X The amendment adopted by the corporation as set forth in full in -------- Exhibit A attached hereto and made a part hereof. 8. (Check if the amendment restates the Articles): _____ The restated Articles of Incorporation supersede the original Articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of Amendment to be signed by a duly authorized officer thereof this 18th day of September, 1997. MELLON BANK CORPORATION ----------------------------------- (Name of Corporation) By: Carl Krasik ------------------------------ (Signature) Title: Associate General Counsel and Secretary EXHIBIT A to Articles of Amendment of Mellon Bank Corporation Article Fifth, Section II of the Corporation's Restated Articles of Incorporation, as amended, is deleted and the following is substituted: Section II. Common Stock. Except for and subject to those rights expressly granted to holders of the Preferred Stock by resolution or resolutions adopted by the Board of Directors pursuant to Section I of this Article Fifth and except as may be provided by the laws of the Commonwealth of Pennsylvania, holders of the Common Stock shall have exclusively all other rights of shareholders. All or part of the shares of Common Stock of the Corporation may be uncertificated shares to the extent determined by the Board of Directors of the Corporation (or by any officer or other person as the Board of Directors may designate) from time to time; however, in no event shall shares of Common Stock represented by a certificate be deemed uncertificated until the certificate is surrendered to the Corporation. EX-4.4 3 BY-LAWS Exhibit 4.4 MELLON BANK CORPORATION BY-LAWS ARTICLE ONE Meetings of Shareholders Section 1. ANNUAL MEETINGS. The annual meeting of the shareholders of the Corporation for the election of Directors and the transaction of all other business that may properly come before the meeting shall be held on the third Tuesday of April in each year, or if that day is a legal holiday, then on the next business day following. The annual meeting shall be held at such time and place, and upon such notice as the Board of Directors shall determine. Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be called for any purpose by the Board of Directors, the Chief Executive Officer, the Chairman or the President, and any such special meeting shall be held at the place, day and time upon such notice as the Board of Directors or such person shall determine. Section 3. ORGANIZATION. The Chief Executive Officer or, in the event of his absence or disability, the Chairman, the President or any other officer of the Corporation designated by -1- the Board of Directors shall preside at all meetings of the shareholders. All meetings shall be conducted in accordance with such regulations as the Board of Directors may from time to time prescribe or as the presiding officer may establish. Section 4. VOTING. Shareholders may vote at any meet- ing in person or by proxies duly authorized in writing. The Board of Directors may fix a record date for determining those shareholders entitled to vote at any such meeting. Section 5. QUORUM; SHAREHOLDER ACTION. The presence, in person or by proxy, of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast shall constitute a quorum for the transaction of business at any meeting of shareholders. Unless otherwise provided by law, any action of the shareholders may be taken by a majority of the votes cast at any duly convened shareholders' meeting. ARTICLE TWO Directors Section 1. BOARD OF DIRECTORS. The Board of Directors shall manage and administer the business and affairs of the Corporation. Except as expressly limited by law, all corporate powers of the Corporation shall be vested in and may be exercised by the Board of Directors. -2- Section 2. NUMBER. The Board of Directors shall consist of such number of Directors as shall be fixed from time to time by a majority vote of the full Board of Directors. Section 3. ELECTION; TERM OF OFFICE. Commencing with the Board of Directors to be elected at the Annual Meeting of Shareholders held in 1988, the Directors shall be classified with respect to the time for which they severally hold office, into three classes as nearly equal in number as possible. At such meeting one class of directors shall be elected to hold office for an initial term expiring at the 1989 Annual Meeting of Shareholders, another class of directors shall be elected to hold office for an initial term expiring at the 1990 Annual Meeting of Shareholders and the third class of directors shall be elected to hold office for an initial term expiring at the 1991 Annual Meeting of Shareholders, with the members of each class of directors to hold office until their successors have been duly elected and qualified. Thereafter at each Annual Meeting of Shareholders, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the Annual Meeting of Shareholders held in the third year following the year of their election and until their successors have been duly elected and qualified. Section 4. NOMINATION. Nominations for the election of directors may be made by the Board of Directors, a committee thereof or any officer of the Corporation to whom the Board of Directors or such committee shall have delegated such authority. Upon proper notice given to the Corporation, -3- nominations may also be made by any shareholder entitled to vote in the election of directors. Written notice of a shareholders's intent to make a nomination or nominations for director must be given to the Corporation either by United States mail or personal delivery to the Secretary of the Corporation not later than 90 days prior to the anniversary date of the previous year's Annual Meeting of Shareholders. The notice must include: (i) name and address of the shareholder who intends to make the nomination and a representation that the shareholder is a holder of record of common stock entitled to vote at the upcoming Annual Meeting and that the shareholder intends to appear at the Annual Meeting to make the nomination or nominations set forth in the notice; (ii) the name and address of the person or persons to be nominated for election as director and such other information regarding the proposed nominee or nominees as would be required to be included in a proxy statement filed pursuant to the rules and regulations of the Securities and Exchange Commission; (iii) a description of all arrangements or undertakings between the shareholder and each proposed nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and (iv) a consent signed by each of the proposed nominees agreeing to serve as a director if so elected. The Board of Directors will be under no obligation to recommend a proposed nominee, even though the notice as set forth above has been given. -4- Section 5. VACANCIES. Any vacancy on the Board of Directors resulting from death, retirement, resignation, disqualification or removal from office or other cause, as well as any vacancy resulting from an increase in the number of directors which occurs between Annual Meetings of the Shareholders at which directors are elected, shall be filled only by a majority of the vote of the remaining Directors then in office, though less than a quorum, except that those vacancies resulting from removal from office by a vote of the shareholders may be filled by a vote of the shareholders at the same meeting at which such removal occurs. The Directors chosen to fill vacancies shall hold office for a term expiring at the end of the next Annual Meeting of Shareholders at which the term of the class to which they have been elected expires. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent Director. Section 6. REMOVAL. Any Director, any class of directors, or the entire Board of Directors may be removed from office by a vote of the shareholders at any time without assigning any cause, but only if shareholders entitled to cast at least 75 percent of the votes which all shareholders of the then outstanding shares of capital stock of the Corporation would be entitled to cast in an annual election of directors, or of such class of directors, voting together as a single class, shall vote in favor of such removal. Section 7. EXCEPTIONS FOR PREFERENCE DIRECTORS. The provisions of Section 2 through 6 of this Article Two shall not apply to any Director of the Corporation who may be elected -5- under specified circumstances by holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation. Section 8. ORGANIZATION MEETING. A meeting of the Board of Directors for the purpose of organizing the new Board, appointing the officers of the Corporation for the ensuing year and transacting other business shall be held without notice immediately following the annual election of directors or as soon thereafter as is practicable at such time and place as the Secretary may designate. Section 9. REGULAR MEETINGS. Unless the Board otherwise directs, regular meetings of the Board of Directors shall be held without notice at such times and places as the Board of Directors shall determine in its Board Policies adopted at its Organization Meeting each year. Section 10. SPECIAL MEETINGS. The Chief Executive Officer, the Chairman or the President may call a special meeting of the Board of Directors at any time. Any such officer or the Secretary shall call a special meeting of the Board upon the written request of any three members of the Board. A special meeting shall be held at such time and place as may be designated by the person or persons calling the meeting. The person or persons calling the meeting shall cause such notice of the meeting and of its purpose to be given as he may deem appropriate, and such notice may be given orally or in writing, in person or by telephone, mail or telegram. -6- Section 11. QUORUM; BOARD ACTION. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting. Unless otherwise provided by law, any action of the Board may be taken upon the affirmative vote of a majority of the Directors present at a duly convened meeting or upon the unanimous written consent of all Directors. Section 12. PARTICIPATION OTHER THAN BY ATTENDANCE. To the full extent permitted by law, any Director may participate in any regular or special meeting of the Board of Directors or of any committee of the Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting are able to hear each other. Section 13. COMPENSATION. Each Director who does not receive a salary from the Corporation or any affiliate thereof shall be entitled to such compensation as the Board shall determine for his service upon the Board of Directors and any of its committees, for his attendance at meetings of the Board and any of its committees and for his expenses incident thereto. Directors shall also be entitled to such compensation as the Board shall determine for services rendered to the Corporation in any capacity other than as Directors. Section 14. RESIGNATION. Any Director may resign by submitting his resignation to the Chief Executive Officer, the Chairman, the President or the Secretary of the Corporation. Such resignation shall become effective upon its submission or at any later time specified. -7- Section 15. PERSONAL LIABILITY FOR MONETARY DAMAGES. (a) To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on January 27, 1987 or as thereafter amended, permit elimination or limitation of the liability of directors, no Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director. (b) This Section 15 shall not apply to any actions filed prior to January 27, 1987, nor to any breach of performance of duty or any failure of performance of duty by any Director of the Corporation occurring prior to January 27, 1987. The provisions of this Section shall be deemed to be a contract with each Director of the Corporation who serves as such at any time while this Section is in effect and each such Director shall be deemed to be doing so in reliance on the provisions of this Section. In addition to any requirement of law and any other provision contained in these By-Laws, the affirmative vote of the holders of a majority of the shares of the Corporation's Common Stock then outstanding shall be required to amend or repeal any provision of this Section. Any amendment or repeal of this Section or adoption of any other provision of the By-Laws or the Articles of the Corporation which has the effect of increasing Director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal or other provision. -8- Section 16. AMENDMENT, REPEAL, ETC. Notwithstanding any provision of the Articles of the Corporation, any other provision of these By-Laws, including Section 1 of Article Eight hereto, and notwithstanding the fact that a lesser percentage may be specified by Pennsylvania law, unless such action has been approved by a majority vote of the full Board of Directors, the affirmative vote of the shareholders of at least 75 percent of the votes which all shareholders of the then outstanding shares of capital stock of the Corporation would be entitled to cast thereon, voting together as a single class, shall be required to amend or repeal or adopt any provision inconsistent with Sections 2, 3, 4, 5, 6, 7 or 16 of this Article Two. In the event such action has been previously approved by a majority vote of the full Board of Directors, a majority of the votes which all shareholders present and voting are entitled to cast thereon shall be sufficient to amend, repeal or adopt any provisions inconsistent with the provisions of any of such Sections. ARTICLE THREE Committees of the Board Section 1. APPOINTMENT; POWERS. The Board may appoint one or more standing or temporary committees consisting of two or more Directors. The Board may invest such committees with such powers and authority, subject to such conditions, as it may see fit. -9- Section 2. EXECUTIVE COMMITTEE. The Board shall appoint from among its members an Executive Committee which, so far as may be permitted by law and except as specifically limited by the Board pursuant to Section 1 hereof, shall have all the powers and may exercise all the authority of the Board during the intervals between the meetings thereof. All acts done and powers conferred by the Executive Committee shall be deemed to be, and may be certified as being, done or conferred under authority of the Board. Section 3. TERM; VACANCIES; ALTERNATES. All committee members appointed by the Board shall serve at the pleasure of the Board. The Board may fill any committee vacancy and may designate one or more eligible Directors as alternate members of any committee to take the place of any absent or disqualified member at any meeting. The Chief Executive Officer may appoint a Director who is eligible to serve on any such committee as a member pro tempore to take the place of any absent or disqualified member or alternate member. Section 4. ORGANIZATION. All committees shall determine their own organization, procedures and times and places of meeting, unless otherwise directed by the Board and except as otherwise provided in these By-Laws. -10- ARTICLE FOUR Officers Section 1. CHIEF EXECUTIVE OFFICER. The Board of Directors shall appoint one of its members to be Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the shareholders and of the Board of Directors. He shall be the chief executive officer of the Corporation and shall have general executive powers concerning all the operations and business of the Corporation. The Chief Executive Officer shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him by the Board of Directors, and he may delegate to any other officer such executive and other powers and duties as he deems advisable. In the event of the absence or disability of the Chief Executive Officer, any other officer of the Corporation designated by the Board of Directors shall preside at all meetings of the shareholders and of the Board of Directors and shall exercise all other powers and authority of the Chief Executive Officer. Section 2. CHAIRMAN. The Board of Directors shall appoint one of its members to be Chairman. The Chairman shall have general executive powers, and he shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him by the Board of Directors or the Chief Executive Officer. -11- Section 3. PRESIDENT. The Board of Directors shall appoint one of its members to be President. The President shall have general executive powers, and he shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him by the Board of Directors or the Chief Executive Officer. Section 4. SENIOR OFFICERS. The Board of Directors may appoint, or the Chief Executive Officer may appoint, subject to confirmation by the Board of Directors, one or more senior officers of the Corporation, any of whom may be designated as Vice Chairmen or as executive, senior, group or administrative vice presidents or given any other descriptive titles. Each senior officer shall have and exercise such powers and duties as may be conferred upon, or assigned to, him by the Board of Directors or the Chief Executive Officer. Section 5. SECRETARY; ASSISTANT SECRETARIES. The Board of Directors shall appoint a Secretary. The Secretary shall act as secretary of all meetings of the shareholders, of the Board and of the Executive Committee, and he shall keep minutes of all such meetings. He shall give such notice of the meetings as is required by law or these By-Laws. He shall be the custodian of the minute book, stock record and transfer books and all other general corporate records. He shall be the custodian of the corporate seal and shall have the power to affix and attest the same, and he may delegate such power to one or more officers, employees or agents of the Corporation. He shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him by the Board of Directors or -12- the Chief Executive Officer. The Board or the Chief Executive Officer may appoint one or more Assistant Secretaries who shall assist the Secretary in the performance of his duties. At the direction of the Secretary or in the event of his absence or disability, an Assistant Secretary shall perform the duties of the Secretary. Each Assistant Secretary shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him by the Board, the Chief Executive Officer or the Secretary. Section 6. TREASURER; ASSISTANT TREASURERS. The Board of Directors shall appoint a Treasurer. The Treasurer shall have and exercise such powers and duties as may be conferred upon, or assigned to, him by the Board of Directors or the Chief Executive Officer. The Board or the Chief Executive Officer may appoint one or more Assistant Treasurers who shall assist the Treasurer in the performance of his duties. At the direction of the Treasurer or in the event of his absence or disability, an Assistant Treasurer shall perform the duties of the Treasurer. Each Assistant Treasurer shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him by the Board, the Chief Executive Officer or the Treasurer. Section 7. CHIEF AUDITOR. The Board of Directors shall appoint a Chief Auditor who shall be the chief auditing officer of the Corporation. He shall continuously examine the affairs of the Corporation under the general supervision and direction of the Board, and he shall report to the Board. He shall have and exercise such further powers and duties as may be conferred upon, or assigned to, him by the Board of Directors. -13- The Board of Directors may also appoint other officers who shall perform such auditing duties as may be assigned to them by the Board or the Chief Auditor of the Corporation. Section 8. OTHER OFFICERS. The Board of Directors, the Chief Executive Officer or the delegate of either of them may appoint or hire such additional officers of the Corporation, who may be designated as vice presidents, assistant vice presidents, officers, assistant officers, or given any other descriptive titles, and may hire such additional employees, as it or he may deem necessary or desirable to transact the business of the Corporation, and the Board, the Chief Executive Officer or such delegate may establish the conditions of employment of any of the persons mentioned above and may fix their compensation and dismiss them. Such persons may have such descriptive titles as may be appropriate, and they shall, respectively, have and exercise such powers and duties as pertain to their several offices or as may be conferred upon, or assigned to, them by the appropriate appointing authority. Section 9. TENURE OF OFFICE. The Chief Executive Officer, the Chairman and the President shall each hold office for the year for which the Board was elected and until the appointment and qualification of his successor or until his earlier death, resignation, disqualification or removal. All other officers and employees shall hold office at the pleasure of the appropriate appointing authority. Section 10. COMPENSATION. The Board of Directors shall fix the compensation of those officers appointed pursuant to Section 1, 2, 3 and 4 of this Article Four and of any -14- officers of any subsidiary of the Corporation that the Board shall deem appropriate, and it may award additional compensation to any officer or employee of the Corporation or of any subsidiary for any year or years based upon the performance of that person during any such period, the success of the operations of the Corporation or any subsidiary thereof during any such period or any other reason deemed appropriate. Unless the Board of Directors shall otherwise direct, the Chief Executive Officer or his delegate shall fix the compensation of all other officers or employees of the Corporation or any subsidiary thereof. ARTICLE FIVE Stock, Stock Certificates and Holders of Record Section 1. STOCK CERTIFICATES. Shares of stock of the Corporation shall be represented by certificates or, to the extent provided in Article Five, Sections 5 and 6 of these By-laws or as otherwise permitted or required by law, shall be uncertificated. Stock certificates shall be in such form as the Board of Directors may from time to time prescribe in accordance with law and the requirements of any exchange upon which such shares are listed. Such certificates shall be signed by the Chief Executive Officer, countersigned by the Secretary or any other officer so authorized by the Board of Directors and sealed with the seal of the Corporation, and such signatures and seal may be facsimile or otherwise as permitted by law. -15- Section 2. TRANSFER OF STOCK. Except as otherwise provided by law, transfers of shares of stock of the Corporation shall be made only upon the books of the Corporation. Transfers of shares shall be made on the books of the Corporation in accordance with the provisions of the Pennsylvania Uniform Commercial Code, as the same may be amended or supplemented from time to time, applicable commercial practices, and the other provisions of these By-Laws. Section 3. LOST, STOLEN OR DESTROYED CERTIFICATES. The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss, theft or destruction of such certificates. New certificates for shares of stock may be issued to replace such certificates upon satisfactory proof of the loss, theft or destruction and upon such other terms and conditions as the Board of Directors, the Chief Executive Officer or any person designated by either of them may from time to time determine. Section 4. HOLDERS OF RECORD. The Corporation shall be entitled to treat any person in whose name shares of stock of the Corporation stand on its books as the holder and owner in fact thereof for all purposes, and it shall not be bound to recognize any equitable or other claims to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 5. UNCERTIFICATED SECURITIES. All or part of the shares of Common Stock of the Corporation may be uncertificated shares to the extent determined by the Board of Directors of the Corporation (or by any officer or other person -16- as the Board of Directors may designate) from time to time; however, in no event shall shares of Common Stock represented by a certificate be deemed uncertificated until the certificate is surrendered to the Corporation. Section 6. DETERMINATIONS AS TO ISSUANCE, TRANSFER AND REGISTRATION. The Board of Directors of the Corporation (or any officer or other person as the Board of Directors may designate) from time to time may make such rules, policies and procedures as it, he or she may deem appropriate concerning the issue, transfer and registration of shares of stock of the Corporation, whether certificated or uncertificated. ARTICLE SIX Signing Authority and Corporate Transactions Section 1. SIGNING AUTHORITY. The Chief Executive Officer, the Chairman, the President, any senior officer or any Vice President of the Corporation shall have full power and authority, in the name and on behalf of the Corporation, under seal of the Corporation or otherwise, to execute, acknowledge and deliver any and all agreements, instruments or other documents relating to property or rights of all kinds held or owned by the Corporation or to the operation of the Corporation, all as may be incidental to the operation of the Corporation and subject to such limitations as the Board of Directors or the Chief Executive Officer may impose. Any such agreement, -17- instrument or document may also be executed, acknowledged and delivered in the name and on behalf of the Corporation, under seal of the Corporation or otherwise, by such other officers, employees or agents of the Corporation as the Board of Directors, the Chief Executive Officer or the delegate of either of them may from time to time authorize. In each such case, the authority so conferred shall be subject to such limitations as the Board of Directors, the Chief Executive Officer or the delegate may impose. Any officer, employee or agent authorized hereunder to execute, acknowledge and deliver any such agreement, instrument or document is also authorized to cause the Secretary, any Assistant Secretary or any other authorized person to affix the seal of the Corporation thereto and to attest it. Section 2. VOTING AND ACTING WITH RESPECT TO STOCK AND OTHER SECURITIES OWNED BY THE CORPORATION. The Chief Executive Officer, the Chairman, the President, any senior officer or any Vice President shall have the power and authority to vote and act with respect to all stock and other securities in any other corporation owned by this Corporation, subject to such limitations as the Board of Directors or the Chief Executive Officer may impose. Such power and authority may be conferred upon any other officer, employee or agent by the Board, the Chief Executive Officer or the delegate of either of them, and such authority may be general or may be limited to specific instances. Any person so authorized shall have the power to appoint an attorney or attorneys, with general power of substitution, as proxies for the Corporation with full power to -18- vote and act on behalf of the Corporation with respect to such stock and other securities. ARTICLE SEVEN General Provisions Section 1. FISCAL YEAR. The Fiscal year of the Corporation shall be the calendar year. Section 2. RECORDS. The Articles of Incorporation, By-Laws and the proceedings of all meetings of the shareholders, the Board of Directors, the Executive Committee, and any other committee of the Board shall be recorded in appropriate minute books provided for this purpose. The minutes of each meeting shall be signed by the Secretary or other person acting as secretary of the meeting. Section 3. SEAL. The Board of Directors shall from time to time prescribe the form of a suitable corporate seal. Section 4. GENDER AND NUMBER. Any reference in these By-Laws to one gender, whether masculine, feminine or neuter, includes the other two, and the singular includes the plural and vice versa unless the context indicates otherwise. -19- ARTICLE EIGHT By-Laws Section 1. AMENDMENTS. These By-Laws may be amended, altered and repealed, and new By-Laws may be adopted, either by action of the shareholders or (except as otherwise provided by law) by action of the Board of Directors. Section 2. INSPECTION. A copy of the By-Laws, with all amendments thereto, shall at all times be kept in a convenient place at the principal office of the Corporation and shall be open for inspection to all shareholders during normal business hours. ARTICLE NINE Applicability of Pennsylvania's Anti-Takeover Act (Act 1990-36, Senate Bill 1310) Section 1. OPTING OUT OF CONTROL-SHARE ACQUISITION PROVISION. Subchapter G. -- Control-share Acquisitions of Chapter 25 of the Business Corporation Law of 1988 shall not be applicable to the Corporation. Section 2. OPTING OUT OF PROFIT DISGORGEMENT PROVISION. Subchapter H. -- Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control of Chapter 25 of the Business Corporation Law of 1988 shall not be applicable to the Corporation. As amended, effective September 16, 1997. -20- EX-5.1 4 OPINION AND CONSENT OF COUNSEL Exhibits 5.1 and 23.2 October 17, 1997 Mellon Bank Corporation 500 Grant Street Pittsburgh, PA 15258 Re: Mellon Bank Corporation Direct Stock Purchase and Dividend Reinvestment Plan Registration Statement on Form S-3 -------------------------------------------------- Gentlemen: I am Associate General Counsel of Mellon Bank Corporation, a Pennsylvania corporation (the "Corporation"), and, in that capacity, have acted as counsel for the Corporation in connection with (i) the proposed issuance by the Corporation from time to time of up to 4,000,000 additional shares of its Common Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank Corporation Direct Stock Purchase and Dividend Reinvestment Plan (the "Plan"), (ii) the preparation of the Section 10(a) prospectus for the Plan and (iii) the preparation of the Corporation's Registration Statement on Form S-3 with respect to the Common Stock (the "Registration Statement"), to be filed with the Securities and Exchange Commission and with which this opinion is to be filed as an exhibit. This opinion is being furnished pursuant to the requirements of Form S-3 and Item 601 of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). In furnishing this opinion, I, or attorneys under my supervision, have examined the Registration Statement, the prospectus for the Plan and such other documents, legal opinions and precedents, corporate and other records of the Corporation and its subsidiaries and certificates of public officials and officers of the Corporation as I have deemed necessary or appropriate to provide a basis for the opinions set forth below. In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as certified or photostatic copies. Based upon and subject to the foregoing, I am of the opinion that: 1. The Corporation has been duly incorporated and is validly existing as a corporation under the laws of the Commonwealth of Pennsylvania; Mellon Bank Corporation October 17, 1997 Page 2 2. The Registration Statement has been duly authorized by all necessary corporate action on the part of the Corporation; and 3. The shares of Common Stock when issued and delivered as contemplated by the Plan and the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. By giving such consent, I do not thereby admit that I am within the category of persons whose consents are required under Section 7 of the Act. Very truly yours, /s/ Carl Krasik Carl Krasik CK:AMS:cf EX-23.1 5 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS Exhibit 23.1 [LETTERHEAD OF KPMG PEAT MARWICK, LLP.] The Board of Directors Mellon Bank Corporation: We consent to the use of our report incorporated by reference and to the reference to our firm under the heading "Independent Public Accountants" in the Prospectus regarding Mellon Bank Corporation's Direct Stock Purchase and Dividend Reinvestment Plan. /s/ KPMG Peat Marwick LLP Pittsburgh, Pennsylvania October 17, 1997 EX-24.1 6 POWER OF ATTORNEY Exhibit 24.1 POWER OF ATTORNEY MELLON BANK CORPORATION Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik, William E. Marquis and Ann M. Sawchuck, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 or any other appropriate form or forms or to amend any currently filed registration statement or statements, all pursuant to the Securities Act of 1933, as amended, with respect to the registration of up to four million (4,000,000) additional shares of Mellon Bank Corporation's Common Stock to be issued from time to time pursuant to the Corporation's Direct Stock Purchase and Dividend Reinvestment Plan and any and all amendments (including post-effective amendments) thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys- in-fact and agents and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be effective as of September 16, 1997 and shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation. /s/ Frank V. Cahouet /s/ Rotan E. Lee - ----------------------------------- ------------------------------------ Frank V. Cahouet, Director and Rotan E. Lee, Director Principal Executive Officer /s/ Dwight L. Allison, Jr. /s/ A.W. Mathieson - ----------------------------------- ------------------------------------ Dwight L. Allison, Jr., Director Andrew W. Mathieson, Director /s/ Burton C. Borgelt /s/ E.J. McAniff - ----------------------------------- ------------------------------------ Burton C. Borgelt, Director Edward J. McAniff, Director /s/ Carol R. Brown /s/ Robert Mehrabian - ----------------------------------- ------------------------------------ Carol R. Brown, Director Robert Mehrabian, Director /s/ J.W. Connolly - ----------------------------------- ------------------------------------ J. W. Connolly, Director Seward Prosser Mellon, Director /s/ C.A. Corry /s/ D.S. Shapira - ----------------------------------- ------------------------------------ Charles A. Corry, Director David S. Shapira, Director /s/ W.K. Smith - ----------------------------------- ------------------------------------ C. Frederick Fetterolf, Director W. Keith Smith, Director /s/ Ira Gumberg /s/ Joab L. Thomas - ----------------------------------- ------------------------------------ Ira J. Gumberg, Director Joab L. Thomas, Director /s/ Pemberton Hutchinson /s/ Wesley W. von Schack - ----------------------------------- ------------------------------------ Pemberton Hutchinson, Director Wesley W. von Schack, Director /s/ George Johnstone /s/ William J. Young - ----------------------------------- ------------------------------------ George W. Johnstone, Director William J. Young, Director 2 Exhibit 24.1 POWER OF ATTORNEY MELLON BANK CORPORATION Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik, William E. Marquis and Ann M. Sawchuck, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 or any other appropriate form or forms or to amend any currently filed registration statement or statements, all pursuant to the Securities Act of 1933, as amended, with respect to the registration of up to four million (4,000,000) additional shares of Mellon Bank Corporation's Common Stock to be issued from time to time pursuant to the Corporation's Direct Stock Purchase and Dividend Reinvestment Plan and any and all amendments (including post-effective amendments) thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys- in-fact and agents and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be effective as of September 22, 1997 and shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation. /s/ Seward Prosser Mellon ------------------------- Seward Prosser Mellon, Director Exhibit 24.1 POWER OF ATTORNEY MELLON BANK CORPORATION Know all men by these presents, that each person whose signature appears below constitutes and appoints Carl Krasik, William E. Marquis and Ann M. Sawchuck, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities, to sign one or more Registration Statements on Form S-3 or any other appropriate form or forms or to amend any currently filed registration statement or statements, all pursuant to the Securities Act of 1933, as amended, with respect to the registration of up to four million (4,000,000) additional shares of Mellon Bank Corporation's Common Stock to be issued from time to time pursuant to the Corporation's Direct Stock Purchase and Dividend Reinvestment Plan and any and all amendments (including post-effective amendments) thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any of the above, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys- in-fact and agents and each of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be effective as of September 23, 1997 and shall continue in full force and effect until revoked by the undersigned in a writing filed with the Secretary of the Corporation. /s/ C. Frederick Fetterolf -------------------------- C. Frederick Fetterolf, Director -----END PRIVACY-ENHANCED MESSAGE-----