FORM OF AMENDED AND RESTATED TRUST AGREEMENT of Mellon Capital IV among Mellon Financial Corporation, as Depositor, Manufacturers and Traders Trust Company, as Property Trustee, M&T Trust Company of Delaware, as Delaware Trustee, the Administrative...Trust Agreement • June 12th, 2007 • Mellon Financial Corp • National commercial banks • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of June ·, 2007, among (i) MELLON FINANCIAL CORPORATION, a Pennsylvania corporation (including any successors or assigns, the “Depositor”), (ii) MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as property trustee (in such capacity, the “Property Trustee”), (iii) M&T TRUST COMPANY OF DELAWARE, a Delaware limited purpose trust company, as successor to The Bank of New York (Delaware) (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 together, the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative Trustees being referred to collectively as the “Issuer Trustees”), and (v) the several Holders, as hereinafter defined.
FORM OF 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 •, 2007Mellon Financial Corp • June 12th, 2007 • National commercial banks • New York
This GUARANTEE AGREEMENT, dated as of June •, 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”).
