Mellon Financial Corp Sample Contracts

RECITALS
First Supplemental Indenture • May 7th, 2001 • Mellon Financial Corp • National commercial banks
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AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • December 31st, 1996 • Mellon Bank Corp • National commercial banks • Delaware
AND
Indenture • March 24th, 2000 • Mellon Financial Corp • National commercial banks • Illinois
EXHIBIT 1.6 UNDERWRITING AGREEMENT
Underwriting Agreement • June 20th, 2003 • Mellon Financial Corp • National commercial banks • New York
GUARANTEE AGREEMENT
Guarantee Agreement • December 31st, 1996 • Mellon Bank Corp • National commercial banks • New York
EXHIBIT 10.2 EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 1995 • Mellon Bank Corp • National commercial banks • Pennsylvania
AND
Indenture • July 21st, 2000 • Mellon Financial Corp • National commercial banks • Illinois
AND
Second Supplemental Indenture • June 27th, 2000 • Mellon Financial Corp • National commercial banks
BETWEEN
Employment Agreement • March 19th, 1996 • Mellon Bank Corp • National commercial banks • Pennsylvania
Pricing Agreement
Pricing Agreement • December 31st, 1996 • Mellon Bank Corp • National commercial banks
1 Exhibit 1.2 UNDERWRITING AGREEMENT
Underwriting Agreement • June 27th, 2000 • Mellon Financial Corp • National commercial banks • New York
EXHIBIT 1.5 UNDERWRITING AGREEMENT
Underwriting Agreement • November 16th, 1998 • Mellon Bank Corp • National commercial banks • New York
ARTICLE I
Agreement as to Expenses and Liabilities • December 12th, 1996 • Mellon Bank Corp • National commercial banks • New York
Exhibit 1.6 UNDERWRITING AGREEMENT
Underwriting Agreement • September 15th, 1999 • Mellon Bank Corp • National commercial banks • New York

Salomon Smith Barney Inc., Bear, Stearns & Co. Inc., Chase Securities Inc., Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc. and Mellon Financial Markets, Inc., as Underwriters (the "Underwriters"), understand that Mellon Financial Company, a Pennsylvania corporation (the "Company"), proposes to issue and sell $400,000,000 aggregate principal amount of Floating Rate Senior Notes due September 16, 2002 (the "Offered Securities"), which are to be unconditionally guaranteed (as described in the Prospectus Supplement and Prospectus referred to below) as to payments of principal, premium, if any, and interest, if any, by Mellon Bank Corporation, a Pennsylvania corporation registered as a bank holding company under the Bank Holding Company Act (the "Guarantor"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell, the Guarantor agrees to guarantee, and the Underwriters agree to purchase, severally and

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT
Employment Agreement • November 13th, 1995 • Mellon Bank Corp • National commercial banks • Pennsylvania
Exhibit 1.3 UNDERWRITING AGREEMENT
Underwriting Agreement • February 13th, 1998 • Mellon Bank Corp • National commercial banks • New York
Recitals
Replacement Capital Covenant • June 20th, 2007 • Mellon Financial Corp • National commercial banks

Mechanism either (A) during the first five years of any deferral period or (B) before an anniversary of the commencement of any deferral period that is not earlier than the fifth such anniversary and not later than the ninth such anniversary (as designated in the terms of such Qualifying Capital Securities) with respect to deferred Distributions attributable to the first five years of such deferral period, either:

THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN RESTRICTIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933
Stock Option Agreement • December 7th, 2006 • Mellon Financial Corp • National commercial banks • New York

substantial portion of the assets or deposits of Issuer or of any Significant Subsidiary of Issuer, (y) a purchase or other acquisition (including by way of merger, consolidation, share exchange or otherwise) of securities representing 10% or more of the voting power of Issuer, or (z) any substantially similar transaction; provided, however, that in no event shall any merger, consolidation, purchase or similar transaction that is not entered into in violation of the terms of the Merger Agreement and that involves only the Issuer and one or more of its wholly-owned Subsidiaries or only any two or more of such wholly-owned Subsidiaries, be deemed to be an Acquisition Transaction;

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Form of AMENDED AND RESTATED TRUST AGREEMENT among MELLON FINANCIAL CORPORATION, as Depositor, JPMORGAN CHASE BANK, as Property Trustee, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN...
Trust Agreement • July 28th, 2003 • Mellon Financial Corp • National commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of , among (i) Mellon Financial Corporation, a Pennsylvania corporation (including any successors or assigns, the “Depositor”), (ii) JPMorgan Chase Bank, as property trustee (in each such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) Chase Manhattan Bank USA, National Association, as Delaware trustee (the “Delaware Trustee”), (iv) , an individual, and , an individual, each of whose address is c/o Mellon Financial Corporation, One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258 (each an “Administrative Trustee” and collectively the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter defined.

GUARANTEE AGREEMENT by and between MELLON FINANCIAL CORPORATION as Guarantor and MANUFACTURERS AND TRADERS TRUST COMPANY as Guarantee Trustee relating to MELLON CAPITAL IV Dated as of June 19, 2007
Guarantee Agreement • June 20th, 2007 • Mellon Financial Corp • National commercial banks • New York

This GUARANTEE AGREEMENT, dated as of June 19, 2007, is executed and delivered by MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (the “Guarantor”), having its principal office at One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities of Mellon Capital IV, a Delaware statutory trust (the “Issuer Trust”).

Recitals
Replacement Capital Covenant • September 20th, 2006 • Mellon Financial Corp • National commercial banks
GUARANTEE AGREEMENT
Guarantee Agreement • December 12th, 1996 • Mellon Bank Corp • National commercial banks • New York
AMENDMENT NO. 1
Shareholder Protection Rights Agreement • August 11th, 1997 • Mellon Bank Corp • National commercial banks • Pennsylvania
MELLON FINANCIAL CORPORATION LONG-TERM PROFIT INCENTIVE PLAN (2004) MELLON PRIVATE WEALTH MANAGEMENT PERFORMANCE ACCELERATED RESTRICTED STOCK AGREEMENT
Performance Accelerated Restricted Stock Agreement • January 24th, 2005 • Mellon Financial Corp • National commercial banks • Pennsylvania

THIS AGREEMENT, made as of this day of , by and between Mellon Financial Corporation (the “Corporation”), having its principal place of business in the Commonwealth of Pennsylvania,

AGREEMENT AND PLAN OF MERGER BETWEEN MELLON FINANCIAL CORPORATION AND THE BANK OF NEW YORK COMPANY, INC. DATED DECEMBER 3, 2006
Merger Agreement • December 7th, 2006 • Mellon Financial Corp • National commercial banks • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 3, 2006, is between MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (“Mellon”), and THE BANK OF NEW YORK COMPANY, INC., a New York corporation (“BNY”).

MELLON FINANCIAL CORPORATION LONG-TERM PROFIT INCENTIVE PLAN (2004) TYPE I STOCK OPTION AGREEMENT
Type I Stock Option Agreement • January 27th, 2006 • Mellon Financial Corp • National commercial banks • Pennsylvania

THIS AGREEMENT, made this day of , by and between Mellon Financial Corporation (the “Corporation”), having its principal place of business in the Commonwealth of Pennsylvania,

MELLON FINANCIAL CORPORATION LONG-TERM PROFIT INCENTIVE PLAN (2004) PERFORMANCE ACCELERATED RESTRICTED STOCK AGREEMENT
Performance Accelerated Restricted Stock Agreement • May 23rd, 2005 • Mellon Financial Corp • National commercial banks • Pennsylvania

THIS AGREEMENT, made as of this day of , by and between Mellon Financial Corporation (the “Corporation”), having its principal place of business in the Commonwealth of Pennsylvania,

EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2003 • Mellon Financial Corp • National commercial banks • Pennsylvania

THIS AGREEMENT, made effective as of January 1, 2003 by and between Mellon Financial Corporation, a Pennsylvania corporation (the “Company”), and Ronald P. O’Hanley (the “Executive”)

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