AMENDED AND RESTATED TRUST AGREEMENT among MELLON FINANCIAL CORPORATION, as Depositor, U.S. BANK NATIONAL ASSOCIATION, as Property Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as...Trust Agreement • February 23rd, 2007 • Mellon Financial Corp • National commercial banks • Delaware
AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 19, 2006, among (i) Mellon Financial Corporation, a Pennsylvania corporation (including any successors or assigns, the “Depositor”), (ii) U.S. Bank National Association, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee, the “Bank”), (iii) U.S. Bank Trust National Association, as Delaware trustee (the “Delaware Trustee”), (iv) Steven G. Elliott, an individual, and Michael K. Hughey, an individual, each of whose address is c/o Mellon Financial Corporation, One Mellon 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.
AMENDMENT TO AGREEMENTSChange in Control Agreement • February 23rd, 2007 • Mellon Financial Corp • National commercial banks
WHEREAS, Mellon Financial Corporation, a Pennsylvania corporation (the “Company”) and Ronald P. O’Hanley, an employee of the Company (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change in control, dated as of June 18, 2001 (the “Change in Control Agreement”), a letter dated April 19, 2006 (the “Letter Agreement”), and various equity award agreements specified on Exhibit I hereto, dated as of the dates specified thereon (the “Equity Award Agreements” and, together with the Letter Agreement and the Change in Control Agreement, the “Agreements”); and
AMENDMENT TO AGREEMENTSChange in Control Agreement • February 23rd, 2007 • Mellon Financial Corp • National commercial banks
WHEREAS, Mellon Financial Corporation, a Pennsylvania corporation (the “Company”) and David F. Lamere, an employee of the Company (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change in control, dated as of September 17, 2001 (the “Change in Control Agreement”), and various equity award agreements specified on Exhibit I hereto, dated as of the dates specified thereon (the “Equity Award Agreements” and, together with the Change in Control Agreement, the “Agreements”); and
GUARANTEE AGREEMENT Between MELLON FINANCIAL CORPORATION (as Guarantor) and U.S. Bank National Association (as Trustee) dated as of September 19, 2006Guarantee Agreement • February 23rd, 2007 • Mellon Financial Corp • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of September 19, 2006, is executed and delivered by MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (the “Guarantor”) having its principal office at One Mellon Center, Pittsburgh, Pennsylvania 15258, and U.S. Bank National Association, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of Mellon Capital III, a Delaware statutory trust (the “Issuer”).
AMENDMENT TO AGREEMENTSChange in Control Agreement, Employment Letter, Equity Award Agreements • February 23rd, 2007 • Mellon Financial Corp • National commercial banks
WHEREAS, Mellon Financial Corporation, a Pennsylvania corporation (the “Company”) and Robert P. Kelly, an employee of the Company (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change in control, dated as of February 13, 2006 (the “Change in Control Agreement”), that letter dated January 30, 2006 and executed January 31, 2006 (the “Employment Letter”) and various equity award agreements specified on Exhibit I hereto, dated as of the dates specified thereon (the “Equity Award Agreements” and, together with the Change in Control Agreement and the Employment Letter, the “Agreements”); and
AMENDMENT TO AGREEMENTSChange in Control Agreement, Employment Agreement, Equity Award Agreements • February 23rd, 2007 • Mellon Financial Corp • National commercial banks
WHEREAS, Mellon Financial Corporation, a Pennsylvania corporation (the “Company”) and Steven G. Elliott, an employee of the Company (the “Executive”) have previously entered into an agreement regarding Executive’s employment and the possibility of a change in control, dated as of February 1, 1997 (the “Change in Control Agreement”), an employment agreement dated February 1, 2004 (the “Employment Agreement”), and various equity award agreements specified on Exhibit I hereto, dated as of the dates specified thereon (the “Equity Award Agreements” and, together with the Employment Agreement and the Change in Control Agreement, the “Agreements”); and
