Common use of Supplemental Retirement Benefit Clause in Contracts

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "Supplemental Retirement Benefit") commencing on the first day of the month coincident with or following the later of the Executive's termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse for the remainder of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "Supplemental Retirement Benefit") commencing on the first day of the month coincident with or following the later of the Executive's termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse for the remainder of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.. The amount of the monthly retirement benefit as an unreduced 50% joint and survivor annuity shall be equal to the product of (A) the "Service Percentage" multiplied by (B) the Executive's "Final Average Compensation," with such product reduced by (C) the total monthly amount of benefits (measured for purposes of this offset as if the Executive elected a 50% joint and survivor annuity payable as of the date benefits commence under this Agreement) provided to or in respect of the Executive under all tax-qualified retirement plans and related excess benefit and other benefit restoration plans maintained by the Company or the Bank for the Executive, including the Mellon Bank Benefit Restoration Plan and the Mellon Bank IRC Section 401(a)(17) Plan (the "Supplemental Plans") and benefits paid pursuant to Section 4.7 of the Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers, but not including payments of any compensation previously deferred under any deferred compensation plan of the Company or the Bank, or interest thereon, or payments from the Mellon Financial Corporation Retirement Savings Plan, a 401(k) plan. The Executive owns interests in life insurance policies (the "Policies") as a participant in the Mellon Bank Senior Executive Life Insurance Plan. The Supplemental Retirement Benefit payable to the Executive hereunder shall be further reduced by the Executive's interest in the cash value of the Policies. This reduction shall be calculated in the same manner as under the Supplemental Plans. In the event the United States federal income tax laws change or are interpreted so as to cause Executive's ownership interests in Policies to be subject to taxation, the Executive and the Company will negotiate in good faith to mitigate the effects of such change. The Executive shall be vested in the Supplemental Retirement Benefit provided under this Paragraph as of February 1, 1998. The Executive shall elect the form of payment of his Supplemental Retirement Benefit at the same time and subject to the same provisions (including timing requirements and all reductions and/or penalties for late elections) as provided under the Supplemental Plans. After retirement, the Executive (or beneficiary who is receiving payments) may elect to receive his remaining Supplemental Retirement Benefits which are payable hereunder in a lump sum payment, calculated in the same manner and subject to the same reductions as under the Supplemental Plans. In the event that the Executive elects a form of payment of his Supplemental Retirement Benefits which provides for payments to continue after his death and the Executive dies without having received all payments of Supplemental Retirement Benefits that may be payable hereunder, then the unpaid balance of such benefits shall be paid in accordance with the form of payment elected by the Executive. Any such remaining payments shall be made to the Executive's beneficiary provided under the Supplemental Plans, subject to any contrary written instructions from the Executive designating a different beneficiary for such payments. The Executive may also elect, upon not less than 12 months' advance written notice, to have the payment of the Supplemental Retirement Benefit commence on the first day of any month coincident with or after the later of his termination of employment or attainment of age 55. In this event, the Supplemental Retirement Benefit will be subject to an early payment reduction amount equal to 0.5% per month (6% per annum) for each month that payments commence before attainment of age 60. In the event of such retirement, the Term and the Company's obligations to make payments under Section 4 above shall cease as of the retirement date. The Executive may also elect, upon not less than 12 months' advance written notice prior to the commencement of Supplemental Retirement Benefit payments, to have the lump sum value of the Supplemental Retirement Benefit to which the Executive would otherwise be entitled applied to the purchase of a single premium annuity in a form and from an issuer selected or concurred in by the Executive. In the event of such an election by the Executive, the sole responsibilities of the Company shall be to apply the amount of the lump sum value of the Supplemental Retirement Benefit to the purchase of the annuity selected or concurred in by the Executive and the distribution of such annuity to the Executive. Thereafter, the Executive shall look solely to the issuer of the annuity for payment on account of or in connection with the Supplemental Retirement Benefit and agrees that the Company and its affiliates, and each of their officers, directors and employees, shall have no further liability in respect of the Supplemental Retirement Benefit or by reason of the application of the lump sum value as elected by the Executive or the selection of the form or issuer of the annuity. Notwithstanding the foregoing, in no event shall the Executive receive any payments under this Section 8 or be deemed to be retired from the Company while the Executive is entitled to payments under Paragraph 6(a) or Paragraph 6(b) or during any period for which the Executive receives additional service credit in respect of a "Qualifying Termination" as provided in clause (B) of the definition of "Service Percentage" below. As used in this Section 8:

Supplemental Retirement Benefit. (i) The Executive will be entitled to receive a monthly supplemental pension benefit (“Supplemental Retirement Benefit Pension”) in an amount equal to (A) the "Hypothetical Prior Employer Pension Benefits, minus (B) the sum of the Actual Company Pension Benefits, Actual Prior Employer Pension Benefits, and benefits paid or payable to the Executive under any other employer’s qualified and non-qualified defined benefit pension plan with respect to service prior to the Effective Date. If the remainder is zero or less, no amount shall be payable by the Company hereunder. (ii) The Supplemental Retirement Benefit") commencing Pension will vest on the first day Effective Date. Notwithstanding, the Supplemental Pension benefit will be forfeited (and any amount paid to the Executive shall be promptly refunded to the Company) upon the Executive’s termination of employment without Good Reason (as hereinafter defined), before the third (3rd) anniversary of the month coincident Effective Date, to accept employment or any other position with or following the later in either case substantially comparable compensation elsewhere at any time within one (1) year after such termination date. (iii) The Supplemental Pension will be payable as of the Executive's date of termination of employment or attainment an earlier Change in Control (as hereinafter defined) that satisfies the requirements of age 60 and continuing for Section 409A (“409A”) of the remainder Internal Revenue Code of his life1986, as amended (the “Code”), or such later date as required under 409A, in a lump sum equal to the Actuarial Equivalent present value of an annuity based on the accrued vested benefit due under the first sentence of Section 6(b)(i). Unless otherwise elected In the event of a termination of employment by reason of the Executive’s death, the amount of such lump sum payment to the beneficiary designated by the Executive in writing to the Company during his lifetime (or, if no such beneficiary is designated, to the Executive’s estate) shall equal the lump sum payment that would have been payable to the Executive if he had been alive on the date of termination. The Supplemental Pension benefit may, at the Supplemental Retirement Benefit shall election of the Executive (made in accordance with 409A), also be payable paid in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value mutually agreeable commercially available annuity, life insurance contract or such other mutually agreeable forms. (iv) For purposes of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executivethis Section 6(b), the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse for the remainder of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also terms set forth below have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.following meanings:

Supplemental Retirement Benefit. The Except as described in Section 9(b)(ii)(D), below, the Corporation shall pay to the Executive will be entitled to receive after the termination of his employment a monthly Supplemental Retirement Benefit (the "Supplemental Retirement BenefitSRB") commencing on the first day determined and paid as follows: (a) The monthly amount of the month coincident with or following SRB shall be the later excess of (i) fifty percent (50%) of the Executive's termination Recent Average Monthly Compensation (as described in paragraph (b), below) over (ii) the sum (not to exceed 70% of employment or attainment the amount determined under the immediately preceding clause (i)) of age 60 (A) the Executive's monthly Social Security retirement benefits, if any, and continuing (B) the monthly amount payable under a single-life annuity for the remainder Executive's life which is the actuarial equivalent of the benefits payable to the Executive under any retirement or profit-sharing plan or program provided by the Corporation, to the extent such benefits are attributable to contributions by the Corporation other than contributions by the Corporation on behalf of the Executive under a salary reduction agreement. (b) The Executive's Recent Average Monthly Compensation shall be the monthly average of his life. Unless otherwise elected cash compensation for the last sixty (60) months of his full-time employment by the Corporation. Cash compensation shall consist of salary, current and deferred bonuses, and contributions paid on the Executive, 's behalf by the Supplemental Retirement Benefit Corporation pursuant to a salary reduction agreement but shall not include amounts attributable to equity-participation awards or to payments made during that sixty (60)-month period pursuant to deferral from a previous period. (c) The SRB shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced monthly installments for the actuarial value of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse for the remainder of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions shall be based on the actual ages life of the Executive and his spouse at but in any event for a minimum period of ten (10) years after the time termination of retirementemployment. If the Executive is not married at dies before the time completion of his retirementone hundred twenty (120) monthly payments, actuarial adjustments the remaining payments shall be made as to his designated beneficiary or, if none is designated, to his estate. If the Executive had a spouse with the same date dies prior to termination of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirementemployment, the benefits payable under this Section SRB shall be actuarially adjusted at calculated as of the time date of the Executive's death and shall be paid for a period of ten (10) years to reflect the age Executive's designated beneficiary or, if none is designated, to his estate. Immediately after the Effective Date, the Corporation shall, if it has not already done so, deliver to the trustee of the subsequent spouse. If Benefit Trust cash or marketable securities or other property having a fair market value (or any combination thereof) equal to the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Sectionamount described in Section 9(b)(ii)(D) below.

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "“Supplemental Retirement Benefit"”) commencing on the first day of the month coincident with or following the later of the Executive's ’s termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's ’s benefit. If the Executive's ’s spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's ’s benefit and shall be payable to his spouse for the remainder of the spouse's ’s life. If the Executive's ’s spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "“Supplemental Plans" ” defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's ’s death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "“Supplemental Retirement Benefit"”) commencing on the first day of the month coincident with or following the later of the Executive's ’s termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's ’s benefit. If the Executive's ’s spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's ’s benefit and shall be payable to his spouse for the remainder of the spouse's ’s life. If the Executive's ’s spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receiptreceipt and the imposition of additional taxes under Section 409A of the Internal Revenue Code), or any other form of payment available or provided under the "“Supplemental Plans" ” defined in this Section 8below. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's ’s death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.

Supplemental Retirement Benefit. The (i) Subject to the provisions of this Section 6(b), the Executive will shall be entitled to receive a monthly Supplemental Retirement Benefit an annual supplemental retirement benefit (the "“Supplemental Retirement Benefit"”) payable at the later of age 60 and Separation from Service (as defined below) in the form of a joint and 50% spousal survivor’s annuity (based on the Executive’s current spouse’s then actual or would have been age) equal to 50% of the Executive’s Final Average Earnings (as defined below), reduced by (A) benefits from any defined benefit pension plans (whether or not tax-qualified) maintained (or formerly maintained) by the Company or its affiliates or by benefits from any defined benefit pension plans (whether or not tax-qualified) maintained (or formerly maintained) by any previous employers (in each case converted into a joint and 50% spousal survivor’s annuity (based on the Executive’s current spouse’s then actual or would have been age) commencing on the date of commencement of benefits hereunder, if necessary) and (B) benefits attributable to employer contributions, including, without limitation, matching contributions but not salary reduction contributions, to any defined contribution plans maintained by the Company or its affiliates (whether or not tax-qualified) based on theoretical annual earnings after July 25, 2002 equal in each year to the prime rate (as reported in The Wall Street Journal) on the first business day of each year and on July 25, 2002 for 2002. (ii) In the month coincident with or following the later event of the Executive's ’s voluntary termination of employment without Good Reason or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive’s termination for Cause prior to age 60, the Supplemental Retirement Benefit shall be reduced by .25% for each month or partial month the termination date is prior to age 60. (iii) Due to the Executive’s service with the Company since July 25, 2002, he is fully vested in his Supplemental Retirement Benefit under this subsection (b). (iv) The Executive shall receive an immediate lump sum distribution of his Supplemental Retirement Benefit upon the occurrence of a Change in Control that is also a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company (as such terms are defined in Treasury Regulation Sections 1.409A-3(i)(5)(v), (vi) and (vii)). Such distribution shall be actuarially adjusted using the then current PBGC interest rate and mortality table for immediate annuities. Upon such distribution, the Executive shall accrue no further benefits under this Section 6(b). In addition, the Executive shall receive at such time and in such form all benefits payable to the Executive under any deferred compensation plan subject to Code Section 409A if such benefits are used as an offset in calculating the Supplemental Retirement Benefit payable under the terms of subsection (b)(i) (including, without limitation, the Executive’s benefits payable under the Company’s Supplemental Executive Retirement Plan and Supplemental Savings and Retirement Plan). (v) Except as otherwise provided in subsection (b)(iv) above, the Executive shall receive his Supplemental Retirement Benefit in a lump sum distribution (determined on the basis of the then prevailing PBGC interest and mortality table rate for immediate annuities) upon the later to occur of (A) the Executive’s 60th birthday or (B) the Executive’s Separation from Service, other than as a result of death (subject to any applicable 6-month delay pursuant to Code Section 409A). In addition, the Executive shall receive at such time and in such form all benefits payable to the Executive under any deferred compensation plan subject to Code Section 409A if such benefits are used as an offset in calculating the Supplemental Retirement Benefit payable under the terms of subsection (b)(i) (including, without limitation, the Executive’s benefits payable under the Company’s Supplemental Executive Retirement Plan and Supplemental Savings and Retirement Plan). (vi) In the event of the Executive’s death while an employee of the Company prior to the date of commencement of benefits, a lump sum death benefit shall be paid to the Executive’s surviving spouse, if any, within 90 days of the date of the Executive’s death, with the amount of such lump sum death benefit being the actuarial equivalent of the benefit which would have been payable to the spouse assuming the Executive had terminated the day preceding the date of death, commenced receiving benefits in the form of a joint and 50% joint spousal survivor’s annuity and survivor annuity which shall be unreduced then died (determined on the basis of the then prevailing PBGC interest and mortality table rate for immediate annuities and without regard to any reduction for the actuarial value Executive’s termination prior to attainment of age 60 under subsection (b)(ii)). (vii) The calculation of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse adjustments for the remainder offset or alternative forms of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit benefits payable pursuant to the spouse shall be reduced to a benefit having the same actuarial value this Section 6(b) (except as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis provided in subsections (if the Executive makes a timely lump-sum election which avoids constructive receiptiv), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions (v) and (vi) above) shall be based upon actuarial assumptions selected by an independent actuary selected by the Company and reasonably acceptable to the Executive (or his surviving spouse, if applicable). The calculation of the actuary shall be final and binding on all persons provided it was made in good faith. The benefits payable pursuant to this Section 6(b) shall be unfunded and the actual ages Executive will not be considered to have received a taxable economic benefit prior to the time at which benefits are actually payable hereunder. Accordingly, the Company or its affiliates shall not be required to segregate any of their assets for the benefit of the Executive and his spouse at the time of retirement. If the Executive is not married at shall have only a contractual right against the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, Company for the benefits payable under hereunder. The benefits payable pursuant to this Section 6(b) shall not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, including without limitation under any domestic relations order, and any attempt to cause any benefits to be so subjected shall not be recognized and shall be actuarially adjusted at the time of the Executive's death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Sectionnull and void.

Supplemental Retirement Benefit. The (i) If Executive's employment terminates with Employer and its affiliates on or after his attaining age fifty (50), Executive will shall be entitled to receive paid a monthly Supplemental Retirement Benefit lifetime annual retirement benefit, commencing within thirty (the "Supplemental Retirement Benefit"30) commencing on the first day of the month coincident with or days following the later date of the such retirement, equal to fifty percent (50%) of Executive's termination of employment Final Average Compensation, reduced by benefits from any defined benefit pension plans maintained by Employer or attainment of its affiliates and any defined benefit pension plans maintained by any previous employers. Any retirement benefit that is payable prior to age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse for the remainder of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse sixty (60) shall be reduced by five percent (5%) per year for each year prior to a benefit having the same actuarial value as age sixty (60); e.g. at age fifty (50) the benefit that would have been payable had the spouse been four years younger than the equal twenty five percent (25%) of Executive's Final Average Compensation. The benefit will be paid to Executive shall also have the right to elect a 100% joint and survivor annuityfor his lifetime and, on an actuarially-reduced basis or a lump-sum paymentupon his death, on an actuarially-reduced basis fifty percent (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time 50%) of his retirementbenefit will be paid to his surviving spouse, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executiveany, for her lifetime. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's death after age fifty (50) but prior to reflect retirement, a benefit shall be paid to the Executive's surviving spouse, if any, for her lifetime equal to the benefit which would have been payable to the spouse assuming Executive had retired the day preceding the date of death and then died. (ii) If Executive's employment terminates with Employer and its affiliates during the term of this contract but prior to his attaining age fifty (50), for the purpose of allowing Executive to vest in the retirement benefit as set forth in (i) above, Employer or its affiliates shall provide Executive with additional service credit, in addition to actual service credit for purposes of determining the eligibility for the retirement benefit in subsection (i), above, equal to four (4) years service credit plus service credit equal to the greater of three (3) years credit or credit for the balance of the subsequent contract term. In the event of Executive's death during the term of this contract but prior to attaining age fifty (50), a benefit shall be paid to the Executive's surviving spouse. If , if any, assuming the Executive elects had terminated employment the day preceding the date of his death and then died. (1) If Executive's employment terminates with Employer and its affiliates due to his Disability, a lump sum payment at retirement, no further benefits will supplemental disability benefit shall be payable under the terms of this SectionAgreement. The amount of such supplemental disability benefit shall equal the difference between (x) fifty percent (50%) of Executive's Final Average Compensation and (y) the benefit received by Executive under the long term disability plan of Employer or its affiliates. Such supplemental benefit shall be payable at the same time and under the same terms as the long term disability plan benefit. This supplemental disability benefit shall cease when benefits under the long term disability plan cease.

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "“Supplemental Retirement Benefit"”) commencing on the first day of the month coincident with or following the later of the Executive's ’s termination of employment or attainment of age 60 and continuing for the remainder of his life; provided, however, that if Executive is a “specified employee” under Section 409A of the Code upon his separation from service, then no amounts payable by reason of Executive’s separation from service may be paid until the first day following the six-month anniversary of the Executive’s termination and, to the extent otherwise payable during such period, such amounts shall be accumulated and paid on the first day following the six-month anniversary of the Executive’s termination. Unless otherwise elected by the ExecutiveExecutive as provided herein, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's ’s benefit. If the Executive's ’s spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's ’s benefit and shall be payable to his spouse for the remainder of the spouse's ’s life. If the Executive's ’s spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect on or before December 31, 2008 a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "“Supplemental Plans" ” defined in this Section 8. The Executive shall also have the right to elect among actuarially equivalent life annuity forms of payment, which election may be made at any time provided that Executive has not elected a lump-sum. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's ’s death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "“Supplemental Retirement Benefit"”) commencing on the first day of the month coincident with or following the later of the Executive's ’s termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's ’s benefit. If the Executive's ’s spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's ’s benefit and shall be payable to his spouse for the remainder of the spouse's ’s life. If the Executive's ’s spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "“Supplemental Plans" ” defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's ’s death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.. The amount of the monthly retirement benefit as an unreduced 50% joint and survivor annuity shall be equal to the product of (A) the “Service Percentage” multiplied by (B) the Executive’s “Final Average Compensation,” with such product reduced by (C) the total monthly amount of benefits (measured for purposes of this offset as if the Executive elected a 50% joint and survivor annuity payable as of the date benefits commence under this Agreement) provided to or in respect of the Executive under all tax-qualified retirement plans and related excess benefit and other benefit restoration plans maintained by the Company or the Bank for the Executive, including the Mellon Bank Benefit Restoration Plan and the Mellon Bank IRC Section 401(a)(17) Plan (the “Supplemental Plans”) and benefits paid pursuant to Section 4.7 of the Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers, but not including payments of any compensation previously deferred under any deferred compensation plan of the Company or the Bank, or interest thereon, or payments from the Mellon Financial Corporation Retirement Savings Plan, a 401(k) plan. The Executive owns interests in life insurance policies (the “Policies”) as a participant in the Mellon Bank Senior Executive Life Insurance Plan. The Supplemental Retirement Benefit payable to the Executive hereunder shall be further reduced by the Executive’s interest in the cash value of the Policies. This reduction shall be calculated in the same manner as under the Supplemental Plans. In the event the United States federal income tax laws change or are interpreted so as to cause Executive’s ownership interests in Policies to be subject to taxation, the Executive and the Company will negotiate in good faith to mitigate the effects of such change. The Executive shall be vested in the Supplemental Retirement Benefit provided under this Paragraph as of February 1, 1998. The Executive shall elect the form of payment of his Supplemental Retirement Benefit at the same time and subject to the same provisions (including timing requirements and all reductions and/or penalties for late elections) as provided under the Supplemental Plans. After retirement, the Executive (or beneficiary who is receiving payments) may elect to receive his remaining Supplemental Retirement Benefits which are payable hereunder in a lump sum payment, calculated in the same manner and subject to the same reductions as under the Supplemental Plans. In the event that the Executive elects a form of payment of his Supplemental Retirement Benefits which provides for payments to continue after his death and the Executive dies without having received all payments of Supplemental Retirement Benefits that may be payable hereunder, then the unpaid balance of such benefits shall be paid in accordance with the form of payment elected by the Executive. Any such remaining payments shall be made to the Executive’s beneficiary provided under the Supplemental Plans, subject to any contrary written instructions from the Executive designating a different beneficiary for such payments. The Executive may also elect, upon not less than 12 months’ advance written notice, to have the payment of the Supplemental Retirement Benefit commence on the first day of any month coincident with or after the later of his termination of employment or attainment of age 55. In this event. the Supplemental Retirement Benefit will be subject to an early payment reduction amount equal to 0.5% per month (6% per annum) for each month that payments commence before attainment of age 60. In the event of such retirement, the Term and the Company’s obligations to make payments under Section 4 above shall cease as of the retirement date. The Executive may also elect, upon not less than 12 months’ advance written notice prior to the commencement of Supplemental Retirement Benefit payments, to have the lump sum value of the Supplemental Retirement Benefit to which the Executive would otherwise be entitled applied to the purchase of a single premium annuity in a form and from an issuer selected or concurred in by the Executive. In the event of such an election by the Executive, the sole responsibilities of the Company shall be to apply the amount of the lump sum value of the Supplemental Retirement Benefit to the purchase of the annuity selected or concurred in by the Executive and the distribution of such annuity to the Executive. Thereafter, the Executive shall look solely to the issuer of the annuity for payment on account of or in connection with the Supplemental Retirement Benefit and agrees that the Company and its affiliates, and each of their officers, directors and employees, shall have no further liability in respect of the Supplemental Retirement Benefit or by reason of the application of the lump sum value as elected by the Executive or the selection of the form or issuer of the annuity. Notwithstanding the foregoing, in no event shall the Executive receive any payments under this Section 8 or be deemed to be retired from the Company while the Executive is entitled to payments under Paragraph 6(a) or Paragraph 6(b) or during any period for which the Executive receives additional service credit in respect of a “Qualifying Termination” as provided in clause (B) of the definition of “Service Percentage” below. As used in this Section 8:

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "“Supplemental Retirement Benefit"”) commencing on the first day of the month coincident with or following the later of the Executive's ’s termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's ’s benefit. If the Executive's ’s spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's ’s benefit and shall be payable to his spouse for the remainder of the spouse's ’s life. If the Executive's ’s spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "“Supplemental Plans" ” defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's ’s death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.. The amount of the monthly retirement benefit as an unreduced 50% joint and survivor annuity shall be equal to the product of (A) the “Service Percentage” multiplied by (B) the Executive’s “Final Average Compensation,” with such product reduced by (C) the total monthly amount of benefits (measured for purposes of this offset as if the Executive elected a 50% joint and survivor annuity payable as of the date benefits commence under this Agreement) provided to or in respect of the Executive under all tax-qualified retirement plans and related excess benefit and other benefit restoration plans maintained by the Company or the Bank for the Executive, including the Mellon Bank Benefit Restoration Plan and the Mellon Bank IRC Section 401(ax17) Plan (the “Supplemental Plans”) and benefits paid pursuant to Section 4.7 of the Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers, but not including payments of any compensation previously deferred under any deferred compensation plan of the Company or the Bank, or interest thereon, or payments from the Mellon Financial Corporation Retirement Savings Plan, a 401 (k) plan. The Executive owns interests in life insurance policies (the “Policies”) as a participant in the Mellon Bank Senior Executive Life Insurance Plan. The Supplemental Retirement Benefit payable to the Executive hereunder shall be further reduced by the Executive’s interest in the cash value of the Policies. This reduction shall be calculated in the same manner as under the Supplemental Plans. In the event the United States federal income tax laws change or are interpreted so as to cause Executive’s ownership interests in Policies to be subject to taxation, the Executive and the Company will negotiate in good faith to mitigate the effects of such change. The Executive shall be vested in the Supplemental Retirement Benefit provided under this Paragraph as of February 1, 1998. The Executive shall elect the form of payment of his Supplemental Retirement Benefit at the same time and subject to the same provisions (including timing requirements and all reductions and/or penalties for late elections) as provided under the Supplemental Plans. After retirement, the Executive (or beneficiary who is receiving payments) may elect to receive his remaining Supplemental Retirement Benefits which are payable hereunder in a lump sum payment, calculated in the same manner and subject to the same reductions as under the Supplemental Plans. In the event that the Executive elects a form of payment of his Supplemental Retirement Benefits which provides for payments to continue after his death and the Executive dies without having received all payments of Supplemental Retirement Benefits that may be payable hereunder, then the unpaid balance of such benefits shall be paid in accordance with the form of payment elected by the Executive. Any such remaining payments shall be made to the Executive’s beneficiary provided under the Supplemental Plans, subject to any contrary written instructions from the Executive designating a different beneficiary for such payments. The Executive may also elect, upon not less than 12 months’ advance written notice, to have the payment of the Supplemental Retirement Benefit commence on the first day of any month coincident with or after the later of his termination of employment or attainment of age 55. In this event, the Supplemental Retirement Benefit will be subject to an early payment reduction amount equal to 0.5% per month (6% per annum) for each month that payments commence before attainment of age 60. In the event of such retirement, the Term and the Company’s obligations to make payments under Section 4 above shall cease as of the retirement date. The Executive may also elect, upon not less than 12 months’ advance written notice prior to the commencement of Supplemental Retirement Benefit payments, to have the lump sum value of the Supplemental Retirement Benefit to which the Executive would otherwise be entitled applied to the purchase of a single premium annuity in a form and from an issuer selected or concurred in by the Executive. In the event of such an election by the Executive, the sole responsibilities of the Company shall be to apply the amount of the lump sum value of the Supplemental Retirement Benefit to the purchase of the annuity selected or concurred in by the Executive and the distribution of such annuity to the Executive. Thereafter, the Executive shall look solely to the issuer of the annuity for payment on account of or in connection with the Supplemental Retirement Benefit and agrees that the Company and its affiliates, and each of their officers, directors and employees, shall have no further liability in respect of the Supplemental Retirement Benefit or by reason of the application of the lump sum value as elected by the Executive or the selection of the form or issuer of the annuity. Notwithstanding the foregoing, in no event shall the Executive receive any payments under this Section 8 or be deemed to be retired from the Company while the Executive is entitled to payments under Paragraph 6(a) or Paragraph 6(b) or during any period for which the Executive receives additional service credit in respect of a “Qualifying Termination” as provided in clause (B) of the definition of “Service Percentage” below. As used in this Section 8:

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "“Supplemental Retirement Benefit"”) commencing on the first day of the month coincident with or following the later of the Executive's ’s termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the ExecutiveExecutive as provided herein, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's ’s benefit. If the Executive's ’s spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's ’s benefit and shall be payable to his spouse for the remainder of the spouse's ’s life. If the Executive's ’s spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect on or before December 31, 2007 a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "“Supplemental Plans" ” defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's ’s death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.. The amount of the monthly retirement benefit as an unreduced 50% joint and survivor annuity shall be equal to the product of (A) the “Service Percentage” multiplied by (B) the Executive’s “Final Average Compensation,” with such product reduced by (C) the total monthly amount of benefits (measured for purposes of this offset as if the Executive elected a 50% joint and survivor annuity payable as of the date benefits commence under this Agreement) provided to or in respect of the Executive under all tax-qualified retirement plans and related excess benefit and other benefit restoration plans maintained by the Company or the Bank for the Executive, including the Mellon Bank Benefit Restoration Plan and the Mellon Bank IRC Section 401(a)(17) Plan (the “Supplemental Plans”) and benefits paid pursuant to Section 4.7 of the Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers, but not including payments of any compensation previously deferred under any deferred compensation plan of the Company or the Bank, or interest thereon, or payments from the Mellon Financial Corporation Retirement Savings Plan, a 401(k) plan. The Executive owns interests in life insurance policies (the “Policies”) as a participant in the Mellon Bank Senior Executive Life Insurance Plan. The Supplemental Retirement Benefit payable to the Executive hereunder shall be further reduced by the Executive’s interest in the cash value of the Policies. This reduction shall be calculated in the same manner as under the Supplemental Plans. In the event the United States federal income tax laws change or are interpreted so as to cause Executive’s ownership interest in Policies to be subject to taxation, the Executive and the Company will negotiate in good faith to mitigate the effects of such change. The Executive shall be vested in the Supplemental Retirement Benefit provided under this Paragraph as of February 1, 1998. The Executive shall elect, on or before December 31, 2007, the form of payment of his Supplemental Retirement Benefit; provided, however, that no amounts so elected may be received in 2007. In the event that the Executive elects a form of payment of his Supplemental Retirement Benefits which provides for payments to continue after his death and the Executive dies without having received all payments of Supplemental Retirement Benefits that may be payable hereunder, then the unpaid balance of such benefits shall be paid in accordance with the form of payment elected by the Executive. Any such remaining payments shall be made to the Executive’s beneficiary provided under the Supplemental Plans, subject to any contrary written instructions from the Executive designating a different beneficiary for such payments. Solely for amounts vested on or before December 31, 2004, and amounts earned thereon, the Executive may also elect, upon not less than 12 months’ advance written notice, to have the payment of the Supplemental Retirement Benefit commence on the first day of any month coincident with or after the later of his termination of employment or attainment of age 55. In this event, the Supplemental Retirement Benefits will be subject to an early payment reduction amount equal to 0.5% per month (6% per annum) for each month that payments commence before attainment of age 60. In the event of such retirement, the Term and the Company’s obligations to make payments under Section 4 above shall cease as of the retirement date. The Executive may also elect, on or before December 31, 2007, and upon not less than 12 months’ advance written notice prior to the commencement of Supplemental Retirement Benefit payments, to have the lump sum value of the Supplemental Retirement Benefit to which the Executive would otherwise be entitled applied to the purchase of a single premium annuity in a form and from an issuer selected or concurred in by the Executive. In the event of such an election by the Executive, the sole responsibilities of the Company shall be to apply the amount of the lump sum value of the Supplemental Retirement Benefit to the purchase of the annuity selected or concurred in by the Executive and the distribution of such annuity to the Executive. Thereafter, the Executive shall look solely to the issuer of the annuity for payment on account of or in connection with the Supplemental Retirement Benefit and agrees that the Company and its affiliates, and each of their officers, directors and employees, shall have no further liability in respect of the Supplemental Retirement Benefit or by reason of the application of the lump sum value as elected by the Executive or the selection of the form or issuer of the annuity. Notwithstanding the foregoing, in no event shall the Executive receive any payments under this Section 8 or be deemed to be retired from the Company while the Executive is entitled to payments under Paragraph 6(a) or Paragraph 6(b) or during any period for which the Executive receives additional service credit in respect of a “Qualifying Termination” as provided in clause (B) of the definition of “Service Percentage” below. As used in this Section 8:

Supplemental Retirement Benefit. The Company shall pay to Executive will be a Supplemental Benefit under the Company’s Supplemental Retirement Income Plan (“SRIP”) equal to 100% of the Supplemental Benefit that Executive would have been entitled to receive a monthly Supplemental Retirement Benefit (under the "Supplemental Retirement Benefit") commencing SRIP if he had attained age 65 on the first day of Retirement Date. In computing such Supplemental Benefit, Executive’s Final Average Monthly Earnings shall include (i) the month coincident with or following annual bonus payable to Executive under the later of the Executive's termination of employment or attainment of age 60 and continuing Company’s annual bonus program for the remainder 2006 fiscal year, and (ii) the amount of accrued but unused vacation payable to Executive on the Retirement Date pursuant to subsection (a) above. Such Supplemental Benefit shall be paid on the date specified in Section 3 below and shall be adjusted to include interest for the six (6)-month period specified in Section 3. The Supplemental Benefit shall be paid in the form of (i) a single lump sum payment, (ii) a series of equal monthly payments for a period of no more than one-hundred and eighty (180) months or (iii) a combination of (i) and (ii), as elected by Executive. Such payment election shall be made in writing on a form prescribed by the Company and must be submitted by Executive to the Company by no later than November 30, 2006. If Executive elects to have all or a portion of his lifeSupplemental Benefit paid in a single lump sum, the amount of such lump sum payment shall be computed based on the 30-year Treasury xxxx rate in effect on the Retirement Date. Unless otherwise elected If Executive fails to submit a payment election by the ExecutiveNovember 30, 2006, the Supplemental Retirement Benefit shall be payable paid in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse for the remainder of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a single lump sum payment. The Company and Executive acknowledge that this Agreement shall amend and modify the SRIP with respect to Executive’s rights thereunder, that such amendment is made in accordance with, and remarries subsequent to retirementfor the purposes of qualifying for, the benefits payable transition relief described in Q&A-19(c) of Internal Revenue Service Notice 2005-1 (as modified by proposed Treasury Regulations under this Section shall be actuarially adjusted at the time 409A of the Executive's death Internal Revenue Code of 1986, as amended, and Internal Revenue Service Notice 2006-79) and that Executive hereby agrees to reflect waive any right to prior written notice of such amendment. All capitalized terms in this subsection (d) shall have the age of same meaning as assigned to such terms in the subsequent spouse. If the Executive elects a lump sum payment at retirementSRIP, no further benefits will be payable under this Sectionexcept as specifically modified herein.

Supplemental Retirement Benefit. The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "“Supplemental Retirement Benefit"”) commencing on the first day of the month coincident with or following the later of the Executive's ’s termination of employment or attainment of age 60 and continuing for the remainder of his life; provided, however, that if Executive is a “specified employee” under Section 409A of the Code upon his separation from service, then no amounts payable by reason of Executive’s separation from service may be paid until the first day following the six-month anniversary of the Executive’s termination and, to the extent otherwise payable during such period, such amounts shall be accumulated and paid on the first day following the six-month anniversary of the Executive’s termination. Unless otherwise elected by the ExecutiveExecutive as provided herein, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's ’s benefit. If the Executive's ’s spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's ’s benefit and shall be payable to his spouse for the remainder of the spouse's ’s life. If the Executive's ’s spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect on or before December 31, 2008 a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "“Supplemental Plans" ” defined in this Section 8. The Executive shall also have the right to elect among actuarially equivalent life annuity forms of payment, which election may be made at any time provided that Executive has not elected a lump-sum. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's ’s death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.. The amount of the monthly retirement benefit as an unreduced 50% joint and survivor annuity shall be equal to the product of (A) the “Service Percentage” multiplied by (B) the Executive’s “Final Average Compensation,” with such product reduced by (C) $3,318.91 in the form of a life annuity payable at age 65 (but for reduction purposes converted to a 50% joint and survivor annuity in accordance with the terms of the Mellon Bank Retirement Plan, or successor thereto, and further adjusted in accordance with those terms for earlier or later payment at the time of commencement of benefits under this Agreement) and the total monthly amount of benefits (measured for purposes of this offset as if the Executive elected a 50% joint and survivor annuity payable as of the date benefits commence under this Agreement) provided to or in respect of the Executive under all tax-qualified retirement plans, but not including payments from the Mellon Financial Corporation Retirement Savings Plan, a 401(k) plan, or any successor plan. The Executive owns interests in life insurance policies (the “Policies”) as a participant in the Mellon Bank Senior Executive Life Insurance Plan. The Supplemental Retirement Benefit payable to the Executive hereunder shall be further reduced by the Executive’s interest in the cash value of the Policies. This reduction shall be calculated in the same manner as is set forth under the Mellon Bank IRC Section 401(a)(17) Plan and the Mellon Bank Benefit Restoration Plan (“Supplemental Plans”). In the event the United States federal income tax laws change or are interpreted so as to cause Executive’s ownership interest in Policies to be subject to taxation, the Executive and the Company will negotiate in good faith to mitigate the effects of such change. The Executive shall be vested in the Supplemental Retirement Benefit provided under this Paragraph as of February 1, 1998. The Executive shall elect, on or before December 31, 2008, the form of payment of his Supplemental Retirement Benefit; provided, however, that no amounts so elected in 2008 may be received in 2008. In the event that the Executive elects a form of payment of his Supplemental Retirement Benefits which provides for payments to continue after his death and the Executive dies without having received all payments of Supplemental Retirement Benefits that may be payable hereunder, then the unpaid balance of such benefits shall be paid in accordance with the form of payment elected by the Executive. Any such remaining payments shall be made to the Executive’s beneficiary provided under the Supplemental Plans, subject to any contrary written instructions from the Executive designating a different beneficiary for such payments. Solely for amounts vested on or before December 31, 2004, and amounts earned thereon, the Executive may also elect, upon not less than 12 months’ advance written notice, to have the payment of the Supplemental Retirement Benefit commence on the first day of any month coincident with or after the later of his termination of employment or attainment of age 55. In this event, the Supplemental Retirement Benefits will be subject to an early payment reduction amount equal to 0.5% per month (6% per annum) for each month that payments commence before attainment of age 60. In the event of such retirement, the Term and the Company’s obligations to make payments under Section 4 above shall cease as of the retirement date. The Executive may also elect, on or before December 31, 2008, and thereafter prior to the commencement of Supplemental Retirement Benefit payments (but if an annuity form of payment had previously been elected, subject to not less than 12 months’ advance written notice and to the five year deferral of payment from when the first annuity payment otherwise would have been made pursuant to a prior annuity form of payment election), to have the lump sum value of the Supplemental Retirement Benefit to which the Executive would otherwise be entitled applied to the purchase of a single premium annuity in a form and from an issuer selected or concurred in by the Executive. In the event of such an election by the Executive, the sole responsibilities of the Company shall be to apply the amount of the lump sum value of the Supplemental Retirement Benefit to the purchase of the annuity selected or concurred in by the Executive and the distribution of such annuity to the Executive. Thereafter, the Executive shall look solely to the issuer of the annuity for payment on account of or in connection with the Supplemental Retirement Benefit and agrees that the Company and its affiliates, and each of their officers, directors and employees, shall have no further liability in respect of the Supplemental Retirement Benefit or by reason of the application of the lump sum value as elected by the Executive or the selection of the form or issuer of the annuity. Notwithstanding the foregoing, in no event shall the Executive be deemed to be retired, or to have elected to commence retirement benefits, for purposes of any separation pay plan while the Executive is entitled to payments under Paragraph 6(a) or Paragraph 6(b) or during any period for which the Executive receives additional service credit in respect of a “Qualifying Termination” as provided in clause (B) of the definition of “Service Percentage” below. As used in this Section 8: