**Exhibit 10.1**

MELLON FINANCIAL CORPORATION 

LONG-TERM PROFIT INCENTIVE PLAN (2004) 

PERFORMANCE SHARE AWARD AGREEMENT

THIS AGREEMENT, made as of this          day of                     , by and betweenMellon Financial Corporation (the “Corporation”), having its principal place of business in the Commonwealth of Pennsylvania, 

and

**[NAME]**, a key employee (the “Grantee”) of the Corporation 

WITNESSETH THAT: 

WHEREAS, Grantee is now employed by the Corporation(“Corporation”, when used herein with reference to employment of Grantee, shall include any Affiliate of the Corporation as defined in the Plan) as a key employee; and 

WHEREAS, the Corporation has adopted the Long-Term Profit Incentive Plan (2004) (the “Plan”) under which the Corporation may grant to keyemployees Restricted Stock and Other Stock-Based Awards, as each are defined in the Plan, providing the Grantee with shares, or rights to receive shares, of common stock, par value $.50 per share, of the Corporation (the “Stock”) subjectto restrictions set forth in the Plan and in this Agreement; and 

WHEREAS, the Corporation desires to grant to Grantee (i) an award of**[NUMBER]**shares of Restricted Stock and (ii) an Other Stock-Based Award representing the right to receive **[NUMBER]**shares of Stock; 

NOW THEREFORE, in consideration of the covenants and agreements herein contained and intending to be legally bound, the parties hereto hereby agree with each other as follows: 

SECTION 1: Restricted Stock Award

1.1 Subject to the terms and conditions set forth herein and to the terms of the Plan, and in order to provide an additional incentive for Grantee, as a key employee, to work for the long-range success of the Corporation, the Corporationhereby awards to Grantee the number of shares of Restricted Stock stated above, subject to adjustment as provided in Section 10.7 of the Plan. Notwithstanding Section 8.4 of the Plan, dividends paid with respect to the Restricted Stockshall not be paid to, or earned by, the Grantee unless and to the extent the underlying shares of Restricted Stock are earned as provided in Section 4.1 hereof. 

SECTION 2: Other Stock-Based Award

2.1 Subject to the terms and conditions set forth herein and tothe terms of the Plan, and in order to provide an additional incentive for Grantee, as a key employee, to work for the long-range success of the Corporation, the Corporation hereby awards to Grantee an Other Stock-Based Award representing the rightto receive the number of shares of Stock stated above, 

subject to adjustment as provided in Section 10.7 of the Plan. No dividends shall be paid to the Grantee withrespect to shares represented by the Other Stock-Based Award. The Committee, as hereinafter defined, shall have the authority, in its discretion, to determine that any obligation of the Corporation with respect to the Other Stock-Based Award may bepaid in cash, in shares of Stock or part in cash and part in shares of Stock. 

SECTION 3: Restricted Stock; Restrictions on Transfer

3.1 No shares of Restricted Stock awarded hereunder or any interest therein may be sold, transferred, assigned, pledged or otherwisedisposed of (any such action being hereinafter referred to as a “Disposition” of shares) by the Grantee until such time as this restriction lapses with respect to such shares pursuant to Section 4 hereof. 

3.2 Grantee agrees that a restrictive legend in substantially the following form may be placed on the certificate or book-entry account representing theshares of Restricted Stock awarded hereunder: 

“The sale, transfer, assignment, pledge or other disposition of theshares represented by this certificate is subject to the restrictions set forth in the Mellon Financial Corporation Long-Term Profit Incentive Plan (2004) and in the Performance Share Award Agreement executed thereunder dated as of                    , copies of each of which are available for inspection at the principal office of Mellon Financial Corporation. No suchtransaction shall be recognized as valid or effective unless there shall have been compliance with the terms and conditions of such Agreement.” 

3.3 Grantee hereby authorizes the Corporation or its agents to retain custody of the certificates or book-entry account representing the Restricted Stock awarded hereunder until such time as the restrictions onDisposition lapse. To the extent the shares of Restricted Stock are earned as provided in Section 4.1 and upon the certification set forth in Section 4.2 hereof, the Corporation will either (i) cause to be delivered to Grantee (whichdelivery may be by Mellon interoffice mail or by the U.S. mail at the last address for Grantee then indicated in the Corporation’s records) certificates for such shares registered in the name of Grantee or (ii) credit such shares to (orretain such shares in) a book-entry account in Grantee’s name, in either case with the restrictive legend described in Section 3.2 hereof removed. As soon as practicable after the signing of this Agreement, Grantee shall deliver it to theCorporation’s Executive Compensation area (AIM No. 151-0722). 

3.4 Grantee understands that the transfer agent for the RestrictedStock will be instructed to effect transfers of the shares of Restricted Stock awarded hereunder only upon satisfaction of the conditions set forth herein and in the Plan. 

SECTION 4: Lapse of Restrictions, Forfeiture of Shares and Earning of Other Stock-Based Awards

4.1.Performance Condition. For the performance period beginning                      and ending on                     or, if earlier, the date of a Change in Control Event, as defined in the Plan, (the “Performance Period”), thetotal number of shares of Restricted Stock on which the restrictions shall lapse and the total number of shares of 

 

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Stock (or cash equivalent thereof) that will be issued and/or paid for the Other Stock-Based Award will be based on theCorporation’s Total Return to Shareholders relative to the peer group’s (the “Peer Group’s”) Total Return to Shareholders. The list of companies included within the Peer Group is attached hereto as Exhibit A. 

(a) *Total Return to Shareholders.* For purposes of this Agreement, Total Return to Shareholders for the Performance Period for theCorporation and for each company in the Peer Group will be the Total Return to Shareholders for those companies, as such amounts are calculated and reported by Bloomberg, Comparative Total Shareholder Return, on the daily convention basis.

(i) Each company in the Peer Group will then be ranked in descending order by the Total Return to Shareholders socalculated and the Corporation’s Total Return to Shareholders shall be ranked in relation thereto, using the whole company ranking method. 

(ii) If a company within the Peer Group ceases to be publicly traded during the Performance Period, such company shall be excluded from the Peer Group for the entire Performance Period. 

(b) *Application of Performance Condition.*

(i) The total number of shares of Restricted Stock awarded will be multiplied by the Performance Factor identified on the Restricted Stock Payout Schedule that corresponds to the Corporation’s relative ranking inrelation to the Peer Group to determine the number of shares of Restricted Stock earned. The Restricted Stock Payout Schedule is attached hereto as Exhibit B. 

(ii) The total number of shares subject to the Other Stock-Based Award will be multiplied by the Performance Factor identified on theOther Stock-Based Award Payout Schedule that corresponds to the Corporation’s relative ranking in relation to the Peer Group to determine the number of shares of Stock earned pursuant to such Award. The Other Stock-Based Award Payout Scheduleis attached hereto as Exhibit C. 

(iii) The lapse of restrictions on the Restricted Stock and the issuance of shares (orcash) pursuant to the Other Stock-Based Award are expressly contingent upon the extent to which the performance criteria is satisfied. Notwithstanding the foregoing, in the case of a Change in Control Event, the Grantee shall be entitled to apro-rata portion of each of the Restricted Stock and Other Stock-Based Award (rounded down to the nearest whole share), based upon (x) the number of whole completed months during the Performance Period in relationship to         months, and (y) the Performance Factor applicable to the Corporation’s actual Total Return to Shareholders percentile rank for such Period as set forth on Exhibits B and C,respectively, or, if greater, the Performance Factor applicable to a percentile ranking of             %. Notwithstanding anything set forth in this Agreement, no payment shallexceed any applicable limits set forth in the Plan. 

 

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(c) *Employment Condition.*Notwithstanding Sections 4.1(a) and (b) hereof, andexcept as provided in Section 4.1(d), a derestriction of the Restricted Stock and/or the issuance of shares or payment of cash pursuant to an Other Stock-Based Award pursuant to this Section 4.1 shall only occur if Grantee continues to beactively employed by the Corporation or any of its Affiliates on the last day of the Performance Period. 

(d) *Exceptionsto Employment Condition.*Notwithstanding Section 4.1(c), if the Grantee’s termination of employment occurs prior to the end of the Performance Period by reason of (i) Grantee’s death, (ii) Grantee’s disability(covered by a long-term disability plan of the Corporation or an Affiliate then in effect), (iii) Grantee’s termination on or after age          with             years of credited employment with the Corporation or an Affiliate, (iv) a displacement, as determined in accordance with the Corporation’s EmployeeDisplacement Program or any successor or similar practice of the Corporation or an Affiliate, or (v) sale of a business unit or subsidiary of the Corporation by which Grantee is employed, then Grantee shall be entitled to a pro-rataderestriction of the Restricted Stock and a pro-rata issuance of shares (or payment of cash) pursuant to the Other Stock-Based Award (rounded down to the nearest whole share), equal to the number of shares (or amount of cash) the Grantee would havereceived if he or she had remained employed through the last day of the Performance Period, multiplied by a fraction equal to the number of whole months of employment completed during the Performance Period divided by             months, contingent upon the extent to which the performance criteria is satisfied for such Performance Period. In the event the Grantee is entitled to a pro-rataderestriction or issuance as set forth in this Section 4.1(d), the timing of such derestriction or issuance shall be in accordance with Sections 3.3 and 4.1(e), respectively. 

(e) *Issuance of Shares for Other Stock-Based Award.*To the extent some or all of the shares of Stock represented by the OtherStock-Based Award are earned as provided in Section 4.1 and upon the certification set forth in Section 4.2 hereof, the Corporation will either (i) cause to be delivered to Grantee (which delivery may be by Mellon interoffice mail orby the U.S. mail at the last address for Grantee then indicated in the Corporation’s records) certificates for such shares registered in the name of Grantee (or cash) or (ii) credit such shares (or cash) to a book-entry account inGrantee’s name; provided further that the issuance of shares and/or payment of cash earned pursuant to the Other Stock-Based Award shall be made no later than 2 1/2 months following the last day of the Performance Period. If payment is made in cash, the amount will be based upon the Fair Market Value of the shares otherwise issuable, asdefined under the Plan, on the last day of the Performance Period, payable without interest. 

4.2 Committee Certification. Aspromptly as practicable after the end of the Performance Period, the Human Resources Committee of the Board of Directors (the “Committee”) shall determine, in accordance with the terms of the Plan and this Agreement, and certify whetherand the extent to which the performance criteria has been satisfied and the number, if any, of the shares of Restricted Stock and/or shares (or cash) represented by the Other Stock-Based Award are earned under Section 4.1. 

4.3 Upon the effective date of a termination of Grantee’s employment with the Corporation for any reason not specified in Section 4.1(d) above,all shares of Restricted Stock 

 

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then subject to restrictions on Disposition, including any dividends paid thereon, and stock (and/or cash) subject to theOther Stock-Based Award shall immediately be forfeited and returned to the Corporation without consideration or further action being required of the Corporation. For purposes of this Agreement, the effective date of Grantee’s termination shallbe the date upon which Grantee ceases to perform services as an employee of the Corporation or any of its subsidiaries, without regard to accrued vacation, severance or other benefits or the characterization thereof on the payroll records of theCorporation or any of its subsidiaries. 

SECTION 5: Miscellaneous

5.1 Notwithstanding any other provision of this Agreement, Grantee hereby agrees to take any action, and consents to the taking of any action by theCorporation, with respect to the Stock awarded hereunder necessary to achieve compliance with applicable laws or regulations in effect from time to time. Any determination by the Committee with respect to the need for any action in order to achievesuch compliance with laws or regulations shall be final, binding and conclusive. The Corporation shall in no event be obligated to register any securities pursuant to the Securities Act of 1933 (as the same shall be in effect from time to time) orto take any other affirmative action in order to cause the award of Stock under the Plan, the lapsing of restrictions thereon or the delivery of certificates therefor to comply with any law or regulation in effect from time to time. 

5.2 Grantee shall be advised by the Corporation or an Affiliate as to the amount of any federal, state, local or foreign income or employment taxesrequired to be withheld by the Corporation or such Affiliate on the compensation income resulting from the award of, or lapse of restrictions on, or issuance of the Stock or payment of cash. Grantee shall pay any taxes required to be withhelddirectly to the Corporation or any Affiliate in cash upon request, except that the Grantee may satisfy such obligation in whole or in part by requesting the Corporation in writing to withhold from the shares of Stock otherwise deliverable to theGrantee shares of Common Stock having a Fair Market Value, as defined in the Plan, on the date of determination of the tax, equal to the amount of the withholding tax obligation to be so satisfied. Grantee understands that no shares of Stock shallbe delivered to Grantee, notwithstanding the earning thereof, unless and until Grantee shall have satisfied any obligation for withholding taxes with respect thereto as provided herein. 

5.3 Grantee hereby indemnifies the Corporation and holds it harmless from and against any and all damages or liabilities incurred by the Corporation(including liabilities for attorneys’ fees and disbursements) arising out of any breach by the Grantee of this Agreement, including, without limitation, any attempted Disposition in violation of Section 3.1 hereof. 

5.4 Nothing herein shall be construed as giving Grantee any right to be retained in the employ of the Corporation or affect any right that theCorporation may have to terminate the employment of Grantee. 

5.5 This Agreement is subject in all respects to the terms of the Plan, asamended and interpreted from time to time by the Committee; provided, however, that no alteration, amendment, revocation or termination of the Plan shall, without the written consent of Grantee, adversely affect the rights of Grantee with respect tothe Awards made hereunder. Should there be any inconsistency between the provisions of this Agreement and the terms and conditions of 

 

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the Plan, the provisions in the Plan shall govern. Grantee may obtain a copy of the Plan by writing or calling theExecutive Compensation Division of the Corporation’s Human Resources Department in Pittsburgh, Pennsylvania. 

5.6 This Agreement shallbe construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, other than any choice of law provisions calling for the application of laws of another jurisdiction. 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 

 
MELLON FINANCIAL CORPORATIONBy: 
 
GRANTEE
 

 

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EXHIBIT A 

PEER GROUP COMPANIES 

 

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EXHIBIT B 

RESTRICTED STOCK PAYOUT SCHEDULE 

 

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EXHIBIT C 

OTHER STOCK-BASED AWARD PAYOUT SCHEDULE 

 

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