<PAGE>   1

                                                                     Exhibit 4.9

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         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 NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.


REGISTERED                                                            REGISTERED
No.-1-                                                              $300,000,000
CUSIP: 585515 AB 5                                           [x] GLOBAL SECURITY


                           MELLON FUNDING CORPORATION
                    6.40% SUBORDINATED NOTES DUE May 14, 2011


         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 THREE HUNDRED MILLION DOLLARS
($300,000,000) on May 14, 2011, and to pay interest thereon from May 14, 2001,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on May 14 and November 14 in each year,
commencing November 14, 2001, at the rate of 6.40% per annum, and (to the extent
that the payment of such interest shall be legally enforceable) at the rate of
6.40% per annum on any overdue principal and premium and on any overdue
installment of interest. The interest so payable, and punctually paid

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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 qualified 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
hereof shall instruct the


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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
immediately available funds, in such coin or currency of the




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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.

         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: __________________________
                                                     Name:
                                                     Title:

Attest:

-------------------------------
Secretary


Dated:

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:____________________________
         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 $300,000,000.

         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 20 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


<PAGE>   7
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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 Goldman, Sachs & Co., (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


<PAGE>   8
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         any Redemption Date from each of the then-existing Reference Treasury
         Dealers.

         "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.

         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.

         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.

         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


<PAGE>   9
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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 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

<PAGE>   10
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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.

<PAGE>   13
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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


<PAGE>   14
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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:_______________________
                                                      Name:
                                                      Title:
Attest:


------------------------------
Name:
Title:

Dated: