<PAGE>
                                                                    Exhibit 4.10




         If this Security is a Global Security (as indicated below), the
following legend is applicable:

         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.

REGISTERED                                                            REGISTERED
No. -1-                                                            $400,000,000
CUSIP: 585515AC3                                            [x] GLOBAL SECURITY


                           MELLON FUNDING CORPORATION
                          4 7/8% SENIOR NOTES DUE 2007

         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 Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FOUR HUNDRED MILLION Dollars
($400,000,000) on June 15, 2007 and to pay interest thereon from June 10, 2002
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on June 15 and December 15 in each year,
commencing on December 15, 2002, at the rate of 4 7/8% per annum, until the
principal hereof is paid or made available for payment, and (to the extent that
the payment of such interest shall be legally enforceable) at the rate of 4 7/8%
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


<PAGE>

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 June 1 or December 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 to continue as Depositary for this Global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (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



                                      -2-
<PAGE>


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
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


                                      -3-
<PAGE>

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 450 W. 33rd
Street, 15th floor, New York, New York 10001. 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 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 by 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.




                                      -4-
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, by its duly authorized officer under its
corporate seal.


                              MELLON FUNDING CORPORATION


                              By:       /s/ Michael A. Bryson
                                        ----------------------------------------
                                        Name:   Michael A. Bryson
                                        Title:  President and Chief
                                                Executive Officer
Attest:
/s/ Michael J. Baker
--------------------------
Secretary


Dated:   June 10, 2002

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

JPMORGAN CHASE BANK
     as Trustee


By: /s/ Robert S. Peschler
   ------------------------
    Authorized Officer



                                      -5-
<PAGE>



                           MELLON FUNDING CORPORATION
                          4 7/8% SENIOR NOTES DUE 2007

         This Security is one of a duly authorized series of Securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of May 2, 1988, as supplemented by the First
Supplemental Indenture, dated as of November 29, 1990, as supplemented by the
Second Supplemental Indenture, dated as of June 12, 2000 (together herein called
the "Indenture"), each among the Company, the Guarantor and JPMorgan Chase Bank,
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 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 $400,000,000.

         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 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


                                      -6-
<PAGE>

the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in 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, place 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 any place 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


                                      -7-
<PAGE>

set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor 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, 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.




                                      -8-
<PAGE>


                                  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.




                                      -9-
<PAGE>



                                 ---------------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


Please Insert Social Security or Other
         Identifying Number of Assignee:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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

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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.




                                      -10-
<PAGE>


                                    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 of (and premium, if any)



                                      -11-
<PAGE>

or interest on said Security and the complete performance of all other
obligations contained in said Security.

                  The Guarantor shall be surrogated 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 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.

                  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.




                                      -12-
<PAGE>


                  IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to
be duly executed, manually or in facsimile, by its duly authorized officer under
its corporate seal.

Dated:  June 10, 2002

                                MELLON FINANCIAL CORPORATION


                                By:  /s/ Michael A. Bryson
                                     -------------------------------------------
                                     Name:      Michael A. Bryson
                                     Title:     Chief Financial Officer

Attest:


/s/ Carl Krasik
----------------
Secretary





                                      -13-