Pricing Agreement
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated,
As Representative of the several
Underwriters named in Schedule I hereto,
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Date: December 20, 1996
Ladies and Gentlemen:
Mellon Capital II, a statutory business trust formed under the laws of the
State of Delaware (the "Designated Trust") and Mellon Bank Corporation, a
Pennsylvania corporation (the "Company"), propose, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated December 3,
1996 (the "Underwriting Agreement"), between the Designated Trust, Mellon
Capital I, Mellon Capital III and the Company on the one hand and Xxxxxxx, Xxxxx
& Co., as the representatives of the underwriters, on the other hand, to issue
and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the
Securities specified in Schedule II hereto (the "Designated Securities"
consisting of Firm Designated Securities and any Optional Designated Securities
the Underwriters may elect to purchase). The principal asset of the Trust
consists of debt securities of the Company (the "Subordinated Debentures"), as
specified in Schedule II to this Agreement. The Designated Securities will be
guaranteed by the Company to the extent set forth in this Agreement with respect
to such Designated Securities (the "Guarantee"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting Agreement shall
be deemed to be a representation or warranty as of the date of the Underwriting
Agreement in relation to the Prospectus (as therein defined), and also a
representation and warranty as of the date of this Pricing Agreement in relation
to the Prospectus as amended or supplemented relating to the Designated
Securities which are the subject of this Pricing Agreement. Each reference to
the Representative herein or to the Representatives in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representative designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representative referred to in such Section 12
are set forth in Schedule II hereto.
An amendment to the Initial Registration Statement or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Designated
Trust agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Designated
Trust, at the time and place and at the purchase price to the Underwriters set
forth in Schedule II hereto, the number of Firm Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto and, (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Designated Securities, as provided below, the Designated Trust agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Designated Trust at the
purchase price to the Underwriters set forth in Schedule II hereto that portion
of the number of Optional Designated Securities as to which such election shall
have been exercised.
The Designated Trust hereby grants to each of the Underwriters the right
to purchase at their election up to the number of Optional Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto on the
terms referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Designated Securities. Any such election
to purchase Optional Designated Securities may be exercised by written notice
from the Representative to the Designated Trust and the Company given within a
period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Designated Securities to be purchased and
the date on which such Optional Designated Securities are to be delivered, as
determined by the Representative, but in no event earlier than the First Time of
Delivery or, unless the Representative and the Designated Trust otherwise agree
in writing, no earlier than two or later than ten business days after the date
of such notice.
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If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Designated Trust and the Company. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Designated Trust and the Company for
examination, upon request, but without warranty on the part of the
Representative as to the authority of the signers thereof.
Very truly yours,
Mellon Bank Corporation
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice Chairman
Mellon Capital II
By: Mellon Bank Corporation,
as Depositor
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Administrative Trustee
Accepted as of the date hereof:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated,
As Representative of the Underwriters
Named in Schedule I hereto
By: /s/ Xxxx Xxxxxx
-------------------
Name: Xxxx Xxxxxx
Title: Vice President
On behalf of each of the Underwriters
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SCHEDULE I
Maximum Number
Number of of Optional Designated
Firm Designated Securities Which
Securities May be
Underwriter to be Purchased Purchased
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.................... 250,000 0
Xxxxxxx, Sachs & Co................................................... 250,000 0
Total............................................................ 500,000 0
SCHEDULE II
Designated Trust:
Mellon Capital II
Title of Designated Securities:
7.995% Capital Securities, Series B
Aggregate principal amount:
Aggregate principal amount of Designated
Securities to be sold: $500,000,000
Price to Public:
100% of the principal amount of the Designated Securities, plus accrued
Distributions, if any, from date of original issuance
Purchase Price by Underwriters:
100% of the principal amount of the Designated Securities, plus accrued
Distributions, if any, from date of original issuance
Underwriters' Compensation:
As compensation to the Underwriters for their commitments hereunder,
and in view of the fact that the proceeds of the sale of the Designated
Securities will be used by the Designated Trust to purchase the
Subordinated Debentures of the Company, the Company hereby agrees to
pay at each Time of Delivery to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, for the accounts of the several Underwriters, an amount
equal to $10 per preferred security for the Designated Securities to be
delivered at each Time of Delivery.
Specified funds for payment of purchase price:
Federal (same day) Funds
Stock Exchange Listing
None.
Accountants' Letter to be delivered on date of Pricing Agreement:
No.
Trust Agreement:
Amended and Restated Trust Agreement, dated as of December 20, 1996,
between the Company and the Trustees named therein
Indenture:
Indenture, dated as of December 3, 1996, between the Company and The
Chase Manhattan Bank, as Debenture Trustee
Guarantee:
Guarantee Agreement, dated as of December 20, 1996, between Company and
The Chase Manhattan Bank, as Guarantee Trustee
Expense Agreement:
Agreement as to Expenses and Liabilities, dated as of December 20,
1996, between the Company and Mellon Capital II
Maturity:
January 15, 2027
Interest Rate:
7.995%
Interest Payment Dates:
January 15 and July 15, commencing July 15, 1997
Extension Period:
Up to 10 semi-annual periods.
Redemption Provisions:
The redemption provisions set forth in Section 4.2 of the Trust
Agreement shall apply to the Designated Securities and the Designated
Securities shall be redeemable on and after January 15, 2017 at a
redemption premium equal to 3.9975% for the year beginning on such
date, declining ratably to par for the year beginning January 15, 2017.
Sinking Fund Provisions:
No sinking fund provisions.
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Time of Delivery:
10:00 a.m., New York City time
December 30, 1996
Closing Location:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Names and addresses of Representatives:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center, Xxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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