Form of 5.50% Subordinated Notes due 2018



 EXHIBIT 4.24 
  
 UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF THIS SERIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFEROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF SUCH A TRANSFEREE OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFEROR AND ANY PAYMENT IS MADE TO SUCH A TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, SUCH A TRANSFEROR, HAS AN INTEREST HEREIN. 
  
 THESE
SECURITIES ARE NOTSAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. 
  

	 REGISTERED
	  	REGISTERED
	 No.-1-
	  	$250,000,000
	 CUSIP: 585515 AE 9
	  	x GLOBAL SECURITY

  
 MELLON FUNDING
CORPORATION 
 5.50% SUBORDINATED NOTES DUE 2018 
  
 Mellon Funding Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania
(herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of TWO HUNDRED
AND FIFTY MILLION DOLLARS ($250,000,000) on November 15, 2018, and to pay interest thereon from November 6, 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November
15 in each year, commencing May 15, 2004, at the rate of 5.50% per annum, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 5.50% per annum on any overdue principal and premium and on any overdue
installment of interest. The interest so payable, 








 
and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. 
  
 If
this Security is a Global Security (as specified on the face hereof), this Security is exchangeable in whole for definitive Securities of this series in registered form (“Registered Securities”) of like tenor and of an equal aggregate
principal amount only if (i) the Depositary notifies the Company that it is unwilling or unable or no longer qualifies to continue as Depositary for this Global Security and the Company does not appoint another institution to act as Depositary, (ii)
the Company executes and delivers to the Trustee a Company Order providing that this Global Security shall be exchangeable for definitive Registered Securities or (iii) any event shall have happened and be continuing which, after notice or lapse of
time, or both, would become an Event of Default with respect to the Securities of the series of which this Global Security is a part. In the event this Global Security is exchangeable pursuant to the preceding sentence, it shall be exchanged in
whole for definitive Registered Securities of this series, of like tenor and of an equal aggregate principal amount in denominations of U.S. $1,000 and integral multiples thereof; provided that, in the case of clauses (ii) and (iii) above,
definitive Registered Securities of this series will be issued in exchange for this Global Security only if such definitive Registered Securities were requested by written notice to the Security Registrar by or on behalf of a Person who is a
beneficial owner of an interest herein given through the Holder hereof. Any definitive Registered Securities of this series issued in exchange for this Global Security shall be registered in the name or names of such Person or Persons as the Holder

  

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hereof shall instruct the Security Registrar. Except as provided above, owners of beneficial interests in this Global Security will not be entitled to
receive physical delivery of Securities in definitive form and will not be considered the Holders thereof for any purpose under the Indenture. 
  
 If this Security is a Global Security, except as provided in the next paragraph, no beneficial owner of any portion of this Global Security shall be
entitled to receive payment of accrued interest hereon until this Global Security has been exchanged for one or more definitive Registered Securities of this series, as provided herein and in the Indenture. 
  
 If this Security is a Global Security and if a definitive Registered Security
or Registered Securities of this series are issued in exchange for this Global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office
or agency on the related Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest or interest on Defaulted Interest, as the case
may be, accrued interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as
the case may be, only to the Holder hereof, and the Holder hereof will undertake in such circumstances to credit such interest to the account or accounts of the Persons who were the beneficial owners of any portion of this Global Security on such
Regular Record Date or Special Record Date, as the case may be. 
  
 If this Security is a Global Security, payment of the principal of and any premium or interest hereon will be made on each Interest Payment Date and at the Maturity Date, as the case may be, by the Trustee by wire transfer of immediately
available funds, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, to an account of the registered Holder hereof at the Federal Reserve Bank of New York,
provided, that, payment at the Maturity Date hereof shall be made against presentation of this Security at the office of the Trustee, currently located at 1 Bank One Plaza, Chicago, IL 60670. 
  
 If this Security is not a Global Security, (i) the principal of and any
interest and premium hereon payable at the Maturity Date hereof will be paid in 

  

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immediately available funds, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and
private debts, against presentation of this Security at the aforementioned office of the Trustee, and (ii) all interest payments hereon other than interest due at the Maturity Date hereof will be made by check drawn on the Trustee and mailed by the
Trustee to the person entitled thereto as provided herein, provided, that Holders of $10,000,000 or more in aggregate principal amount of Securities of this series shall be entitled to receive such payments by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in writing by the Trustee not less than 16 days prior to the applicable Interest Payment Date. 
  
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set forth at this place. 
  
 This Security is not a deposit and is not insured by any federal agency. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, or an Authenticating Agent, by manual
signature, neither this Security nor the Guarantee endorsed hereon shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

  

	 MELLON FUNDING CORPORATION

		
	 By:
	 	 /s/ MICHAEL A. BRYSON


	 	 	 Name:     Michael A. Bryson

	 	 	 Title:       President & CEO



  

	 Attest:

	
	 /s/ MICHAEL J. BAKER


	 Secretary

	
	 Dated: November 6, 2003

	
	 CERTIFICATE OF AUTHENTICATION

	 This is one of the Securities of the
 series designated herein referred to
 in the within-mentioned Indenture.

	
	 BANK ONE TRUST COMPANY, N.A.
     as Trustee


  

	 By:
	 	 /s/ KEITH RICHARDSON


	 	 	     Authorized Officer


  

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 This Security is one of a duly authorized series of Securities of the Company (herein called the
“Securities”), of the series hereinafter specified, issued and to be issued under an Indenture, dated as of June 12, 2000, as supplemented by the First Supplemental Indenture, dated as of April 30, 2001 (herein called the
“Indenture”), among the Company, the Guarantor and Bank One Trust Company, N.A., as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee, the Holders of the Senior Indebtedness of the Company and the
Guarantor and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The Securities may be issued in different series, as in the Indenture provided. This Security is one of the
series designated on the face hereof, issued under and entitled to the benefits of the Indenture and issued in an aggregate principal amount of $250,000,000. 
  
 The Securities of this series are redeemable at the option of the Company, upon not less than 30 days nor more than 60 days’ notice by mail, at any
time, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Securities redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments on this Security, discounted to such redemption date on a
semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points. In either case, the Redemption Price shall also include interest accrued to the date of redemption on the principal balance of
this Security to be redeemed. 
  
 “Treasury Rate”
means an annual rate equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the redemption date. The semiannual equivalent yield to maturity will be computed as of the second Business Day immediately preceding the redemption date. 
  
 “Comparable Treasury Issue” means the United States Treasury security selected by an independent investment
banking firm that would be 

  

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used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
to the remaining term of the Securities. The term “independent investment banking firm” means one of the Reference Treasury Dealers that the Company appoints. 
  
 “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day,
(A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. 
  
 “Reference Treasury Dealer” means each of Citigroup Global Markets Inc. (and its successors), and any three other nationally recognized investment banking firms that the Company shall appoint from time to time that are primary
dealers of U.S. government securities in New York City (each, a “Reference Treasury Dealer”). If any of the firms named in the preceding sentence ceases to be a primary dealer of U.S. government securities in New York City, the Company
shall appoint another nationally recognized investment banking firm as a substitute. 
  
 “Reference Treasury Dealer Quotation” means, with respect to any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each
case as a percentage of its principal amount, quoted in writing to the Trustee by a Reference Treasury Dealer as of 3:30 p.m., New York time, on the third Business Day preceding that redemption date. The Trustee shall seek Reference Treasury Dealer
Quotations in respect of any Redemption Date from each of the then-existing Reference Treasury Dealers. 
  

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 “Remaining Scheduled Payments” means, with respect to each Security being redeemed, the
remaining scheduled payments of principal and interest on that Security that would be due after the related Redemption Date but for the redemption. If, however, the Redemption Date is not an Interest Payment Date with respect to that Security, the
amount of the next succeeding scheduled interest payment on that Security that would have been due will be deemed reduced by the amount of interest accrued on the Security to the redemption date. 
  
 The Company reserves the right from time to time, without notice to or the
consent of the Holders of the Securities, to create and issue further notes ranking equally and ratably with the Securities in all respects, or in all respects except for the payment of interest accruing prior to the issue date or except for the
first payment of interest following the issue date of those further securities. Any further securities will be consolidated and form a single series with the Securities and will have the same terms as to status, redemption or otherwise as the
Securities. Any further securities may be issued pursuant to a resolution of the board of directors of the Company, a supplement to the Indenture, or under an officers’ certificate pursuant to the Indenture. 
  
 If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of
interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest on
the Securities of this series shall terminate. 
  
 The
indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Company, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary
or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. 
  

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 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent
of the Holders of not less than 66 2/3% in aggregate principal amount of the Securities at the time Outstanding
of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. 
  
 The Guarantor, or a Subsidiary
thereof, may directly assume, by a supplemental indenture, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities, in which case the Company shall be released from its liability as obligor on the
Securities. 
  
 No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, places and rate, and
in the coin or currency, herein prescribed. 
  
 As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company, in the place
referred to on the face hereof, where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of 

  

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authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor and the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 All terms used in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture. 
  

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 ABBREVIATIONS 
  
 The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations. 
  

	
	TEN COM—   as tenants in common
	
	 TEN ENT  —  as tenants by the entireties

	
	 JT TEN      — as joint tenants with right of survivorship and not as
tenants in common

	
	UNIF GIFT MIN
ACT—                            Custodian
                            
			
	 	 	 	  	                                 (Cust)
                                (Minor)

			
	 	 	 	  	 Under Uniform Gifts to Minors Act

			
	 	 	 	  	 ____________________________________

			
	 	 	 	  	                                 (State)


  
 Additional
abbreviations may also be used though not in the above list. 
  

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 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto 
  
 Please Insert Social Security or Other 
 Identifying Number of
Assignee: 
  

  

  
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS 
 INCLUDING ZIP CODE OF ASSIGNEE: 
  


 

  

  
 the within Security and all rights thereunder, hereby irrevocably
constituting and appointing                      attorney to transfer said Security on the Security Register of the Company, with full power
of substitution in the premises. 
  

	 Dated:                    
	 	 	 	

	 	 	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Security in every particular, without alteration or enlargement or any
change whatever.

  

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 GUARANTEE 
  

OF 
  
 MELLON FINANCIAL CORPORATION 
  
 For value received, Mellon Financial Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally
guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment of the principal of (and premium, if any) and interest on said Security, when and as the same shall become due and payable, whether at
maturity, by acceleration or redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of Mellon Funding Corporation or any successor thereto (the “Company”) punctually to pay
any such principal, premium or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration or redemption or otherwise, and as if such
payment were made by the Company. 
  
 The Guarantor hereby agrees
that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of said Security or said Indenture,
any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto, by the Holder of said Security or the Trustee under said Indenture, the
recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal, and premium, if any, and interest on said Security and the complete performance of all other
obligations contained in said Security. 
  
 The Guarantor shall be
subrogated to all rights of the Holder of said Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant 

  

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to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or
based upon, such right of subrogation until the principal of (and premium, if any) and interest on all Securities issued under said Indenture shall have been paid in full. 
  
 Subject to the next following paragraph, the Guarantor hereby certifies and warrants that all acts, conditions and things
required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee and to constitute the same the valid obligation of the Guarantor have been done and performed and have happened in due compliance with
all applicable laws. 
  
 Claims under the Guarantee are, to the
extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness of the Guarantor, and this Guarantee is issued subject to the provisions of the Indenture with respect thereto.
Each Holder of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. 
  
 This Guarantee shall not be valid or become obligatory for any purpose until the certificate of authentication on said Security shall have been signed
manually by or on behalf of the Trustee under said Indenture. 
  
 This Guarantee shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania, and for all purposes shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, except as
otherwise required by mandatory provisions of law. 
  

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 IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed under its corporate seal.

  

	 MELLON FINANCIAL CORPORATION

		
	 By:
	 	 /s/ MICHAEL A. BRYSON


	 	 	 Name:    Michael A. Bryson

	 	 	 Title:      Chief Financial OFficer



  

	 Attest:

	
	 /s/ CARL KRASIK


	 Name:    Carl Krasik

	 Title:      Secretary


  
 Dated:    November 6, 2003 
  

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