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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



[ ü ] Annual Report Pursuant
to Section 13 or 15(d) of the

Securities Exchange Act of 1934



For the fiscal year ended December 31, 2002

or

[    ] Transition Report Pursuant
to Section 13 or 15(d) of the

Securities Exchange Act of 1934



Commission File No. 1-7410



MELLON FINANCIAL CORPORATION



(Exact name of registrant as specified in its charter)



|Pennsylvania                                                  |  |  |  | 25-1233834                          
|------------------------------------------------------------- |  |  |  | ------------------------------------
|(State or other jurisdiction ofincorporation or organization) |  |  |  | (I.R.S. Employer Identification No.)



One
Mellon Center

Pittsburgh, Pennsylvania 15258-0001

(Address of principal executive offices) (Zip Code)



Registrants telephone number, including area code - (412) 234-5000



Securities registered pursuant to Section 12(b) of the Act:



|Title of each class           |  |  |  | Name of each exchange on which registered
|----------------------------- |  |  |  | -----------------------------------------
|Common Stock, $0.50 Par Value |  |  |  | New York Stock Exchange                  
|Stock Purchase Rights         |  |  |  | New York Stock Exchange                  



Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    [ ü ] Yes [    ] No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [ ü ]



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act).    [ ü ] Yes [    ] No



As of June 30, 2002, 431,507,769 shares of the registrants outstanding voting common stock, $0.50 par value per share, having a market value of $13,562,289,180, were held by nonaffiliates.



As of February 28, 2003, 431,627,527 shares of the
registrants voting common stock, $0.50 par value per share, were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the following documents are incorporated by reference in the following parts of this Annual Report:

Mellon Financial Corporation 2003 Proxy Statement-Part III

Mellon Financial Corporation 2002 Financial
Annual Report to Shareholders-Parts I, II and IV



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The Form 10-K filed with the
Securities and Exchange Commission contains the Exhibits listed on the Index to Exhibits beginning on page 36, including the Financial Review, Financial Statements and Notes, and Corporate Information section from the Corporations 2002
Financial Annual Report to Shareholders. For a free copy of the Corporations 2002 Summary Annual Report to Shareholders, the 2002 Financial Annual Report to Shareholders, the Proxy Statement for its 2003 Annual Meeting, or a copy of the
Corporations Management Report on Internal Controls, as filed with the appropriate regulatory agencies, please send a written request to the Secretary of the Corporation, Room 4826 One Mellon Center, Pittsburgh, PA 15258-0001. The
Corporations 2002 Summary and Financial Annual Reports to Shareholders, and the Proxy Statement for its 2003 Annual Meeting are also available on the Corporations Internet site at www.mellon.com. The Corporation also makes available,
free of charge, on its Internet site, the Corporations annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after it electronically files
such materials with, or furnishes them to, the Securities and Exchange Commission. The contents of this Internet site are not part of this Annual Report on Form 10-K.





Cautionary Statement



See pages 30 through 32 of this report for the Cautionary Statement.



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MELLON FINANCIAL CORPORATION

Form 10-K Index



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##### Table of Contents



PART I



ITEM 1.  BUSINESS



Description of Business



Mellon
Financial Corporation (the Corporation) is a global financial services company incorporated under the laws of Pennsylvania in August 1971 and registered under the Federal Bank Holding Company Act of 1956, as amended. Founded in 1869, the
Corporation today is one of the worlds leading providers of financial services to corporations, institutions and high net worth individuals. For corporations and institutions, the Corporation provides asset management; asset servicing,
including trust and custody, performance analytics, securities lending, foreign exchange, defined contribution and defined benefit services, and fund administration; human resources consulting and outsourcing services; investor services; treasury
services and capital markets services. For high net worth individuals, the Corporation provides private wealth management and private banking, mutual funds, separately managed accounts, annuities and brokerage accounts.



The Corporations asset management subsidiaries, which include The
Dreyfus Corporation (Dreyfus), Newton Investment Management (Newton), Founders Asset Management, LLC (Founders) and Standish Mellon Asset Management Company LLC (Standish Mellon), as well as a number
of additional investment management boutiques, provide investment products in many asset classes and investment styles. Dreyfus, headquartered in New York, New York, serves primarily as an investment adviser and manager of mutual funds. Newton is a
leading U.K.-based investment manager that provides investment management services to institutional, private and retail clients. Founders, headquartered in Denver, Colorado, is a manager of growth-oriented equity mutual funds and other investment
portfolios. Standish Mellon is a Boston-based provider of investment management services to institutional clients. The Corporation provides retirement and benefits consulting services through Buck Consultants, Inc. (Buck), which is
headquartered in New York, New York, comprehensive human resources outsourcing and benefit plan administration services through Mellon HR Solutions, LLC, which is headquartered in Fort Lee, New Jersey, and shareholder and security transfer services
through Mellon Investor Services, LLC, which is headquartered in Ridgefield Park, New Jersey.



Mellon Bank, N.A. (Mellon Bank), which has its executive offices in Pittsburgh, Pennsylvania, became a subsidiary of the Corporation in November 1972. With its predecessors, Mellon Bank has
been in business since 1869. The Corporations banking subsidiaries include Boston Safe Deposit and Trust Company (headquartered in Boston) (BSDT), Mellon United National Bank (headquartered in Miami), Mellon Bank (DE) National
Association (headquartered in Wilmington, DE) and Mellon 1st Business Bank (headquartered in Los Angeles), in addition to Mellon Bank. They engage in trust and custody, investment management services, commercial banking and various
securities-related activities. The deposits of the banking subsidiaries are insured by the Federal Deposit Insurance Corporation (FDIC) to the extent provided by law.



The Corporations businesses are divided into two overall reportable groups  Asset Management and Corporate &
Institutional Services. The Asset Management group is comprised of the Institutional Asset Management, Mutual Funds and Private Wealth Management sectors. The Corporate & Institutional Services group is comprised of the Asset Servicing, Human
Resources Services and Treasury Services sectors.



Further
information regarding the Corporations Core business sectors (as mentioned above), as well as Other Activity is presented in the Business Sectors section found on pages 19 through 34 of the Corporations 2002
Financial Annual Report to Shareholders, which pages are incorporated herein by reference. A brief discussion of the business sectors is presented on the following page. There is



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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Description of
Business (continued)



considerable interrelationship among
these sectors and among the customer segments grouped within these sectors. Information on international operations is presented in the Corporations 2002 Financial Annual Report to Shareholders in Note 33 of Notes to Financial Statements
(Notes) on page 119 which note is incorporated herein by reference.



Institutional Asset Management



Institutional Asset Management is comprised of Mellon Institutional Asset Management, which consists of a number of individual asset management companies offering a broad range of equity, fixed income and liquidity management
products; and Mellon Global Investments, which distributes investment management products internationally.



Mutual Funds



Mutual Funds consists of all the activities associated with the Dreyfus/Founders complex of mutual funds.



Private Wealth Management



Private Wealth Management consists of investment management, wealth management and private banking services for high net worth individuals, including the
activities of Mellon United National Bank in Florida.



Asset
Servicing



Asset Servicing includes institutional trust and
custody, foreign exchange, securities lending, back office outsourcing for investment managers, and substantially all of the Corporations joint ventures.



Human Resources Services



Human Resources (HR) Services includes three lines of business: Buck Consultants, Mellon HR Solutions and Mellon Investor Services. The HR Services sector
provides human resources consulting, outsourcing and administrative services that leverage technology to support client HR administration and employee benefit plan administration, as well as investor services such as shareholder and securities
transfer services.



Treasury Services



Treasury Services includes global cash management, credit products for large
corporations, insurance premium financing, commercial real estate lending, corporate finance and derivative products, securities underwriting and trading, and the activities of Mellon 1st Business Bank in California.



Other Activity



Other Activity includes results for large ticket leasing, which is in runoff
mode, and certain lending relationships that are part of the Corporations business exits strategy; the results of Mellon Ventures, the Corporations venture capital group; and business activities or utilities, including Corporate
Treasury, that are not separate lines of business or have not been fully allocated, for management reporting purposes, to the core business sectors.





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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Description of
Business (continued)



Principal Entities



Exhibit 21.1 to this Annual Report on Form 10-K presents a list of the primary
subsidiaries of the Corporation as of Dec. 31, 2002.



Discontinued operations



As discussed in
Note 4 of the Corporations 2002 Financial Annual Report to Shareholders, the Corporation is reporting its results using the discontinued operations method of accounting. Accordingly, all information in this Annual Report on Form 10-K,
including all supplemental information, reflects continuing operations unless otherwise noted.



Supervision and Regulation



The
Corporation and its bank subsidiaries are subject to an extensive system of banking laws and regulations that are intended primarily for the protection of the customers and depositors of the Corporations bank subsidiaries rather than holders
of the Corporations securities. These laws and regulations govern such areas as permissible activities, reserves, loans and investments, and rates of interest that can be charged on loans. Similarly, the Corporations subsidiaries engaged
in investment advisory and other securities related activities are subject to various U.S. federal and state laws and regulations that are intended to benefit clients of investment advisors and shareholders in mutual funds rather than holders of the
Corporations securities. In addition, the Corporation and its subsidiaries are subject to general U.S. federal laws and regulations and to the laws and regulations of the states or countries in which they conduct their businesses. Described
below are the material elements of selected laws and regulations applicable to the Corporation and its subsidiaries. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes
and regulations described. Changes in applicable law or regulation, and in their application by regulatory agencies, cannot be predicted, but they may have a material effect on the business and results of the Corporation and its subsidiaries.



Regulated Entities of the Corporation



The Corporation is regulated as a bank holding company and a financial holding
company under the Bank Holding Company Act of 1956, as amended by the 1999 financial modernization legislation known as the Gramm-Leach-Bliley Act (the BHC Act). As such it is subject to the supervision of the Board of Governors of the
Federal Reserve System (the Federal Reserve Board). In general, the BHC Act limits the business of bank holding companies that are financial holding companies to banking, managing or controlling banks, performing certain servicing
activities for subsidiaries, and as a result of the Gramm-Leach-Bliley Act amendments to the BHC Act, engaging in any activity, or acquiring and retaining the shares of any company engaged in any activity, that is either (1) financial in nature or
incidental to such financial activity (as determined by the Federal Reserve Board in consultation with the Office of the Comptroller of the Currency (the OCC)) or (2) complementary to a financial activity and does not pose a substantial
risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve Board). Activities that are financial in nature include securities underwriting and dealing, insurance
underwriting and making merchant banking investments in commercial and financial companies. They also include activities that the Federal Reserve Board had determined, by order or regulation in effect prior to the enactment of the BHC Act, to be so
closely related to banking or managing or controlling banks as to be a proper incident thereto.



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ITEM
1.  BUSINESS (continued)



Supervision and
Regulation (continued)



In order for a bank holding company
to engage in the broader range of activities that are permitted by the BHC Act for bank holding companies that are also financial holding companies, (1) all of its depository institutions must be well-capitalized and well-managed and (2) it must
file a declaration with the Federal Reserve Board that it elects to be a financial holding company. In addition, to commence any new activity permitted by the BHC Act and to acquire any company engaged in any new activities permitted by
the BHC Act, each insured depository institution of the financial holding company must have received at least a satisfactory rating in its most recent examination under the Community Reinvestment Act. On Jan. 24, 2000, the Corporation
filed a notice with the Federal Reserve Bank of Cleveland that it elected to become a financial holding company. The election became effective on March 13, 2000.



The Corporations national bank subsidiaries are subject to primary supervision, regulation and examination by the OCC.
BSDT, a Massachusetts chartered bank, is subject to supervision, regulation and examination by the Federal Reserve Board and the Commonwealth of Massachusetts Department of Banking. Mellon Securities Trust Company, The Dreyfus Trust Company and
Mellon Trust of New York are New York trust companies and are supervised by the New York State Department of Banking. Mellon Trust of California is a California trust company and is supervised by the State of California Department of Financial
Institutions. Mellon Trust of Washington is a Washington trust company and is supervised by the Division of Banks of the Washington State Department of Financial Institutions. Mellon Private Trust Company, National Association, located in Miami,
Florida, is a limited purpose national bank supervised by the OCC. Mellon 1st Business Bank is a California non-member bank and is subject to supervision, regulation and examination by the FDIC and the State of California Department of Financial
Institutions.



The Corporations non-bank subsidiaries
engaged in securities related activities are regulated by the Securities and Exchange Commission (the SEC). The Corporation operates a number of broker-dealers that engage in securities underwriting and other broker-dealer activities.
These companies are registered broker-dealers and members of the National Association of Securities Dealers, Inc., a securities industry self-regulatory organization.



Certain subsidiaries of the Corporation are registered investment advisors under the Investment Advisors Act of 1940 and, as
such, are supervised by the SEC. They are also subject to various U.S. federal and state laws and regulations and to the laws of any countries in which they conduct business. These laws and regulations generally grant supervisory agencies broad
administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations. Subsidiaries of the Corporation advise both public investment companies which are registered with the
SEC under the Investment Company Act of 1940, including the Dreyfus/Founders family of mutual funds, and private investment companies which are not so registered. The shares of most investment companies advised by the Corporations subsidiaries
are qualified for sale in all states in the United States and the District of Columbia, except for investment companies that offer products only to residents of a particular state or of a foreign country and except for certain investment companies
which are exempt from such registration or qualification.



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ITEM
1.  BUSINESS (continued)



Supervision and
Regulation (continued)



Certain of the Corporations
United Kingdom incorporated subsidiaries are authorized to conduct investment business in the UK pursuant to the UK Financial Services and Markets Act 2000 (FSMA 2000). Their investment management advisory activities and their sale and
marketing of retail investment products are regulated by the Financial Services Authority (FSA). In addition to broad supervisory powers, the FSA may discipline the businesses it regulates. Disciplinary powers include the power to
temporarily or permanently revoke the authorization to carry on regulated business following a breach of FSMA 2000 and/or regulatory rules, the suspension of registered employees and censures and fines for both regulated businesses and their
registered employees. Certain UK investment funds, including Newton Investment Funds, an open ended investment company with variable capital advised by UK regulated subsidiaries of the Corporation, are registered with the Financial Services
Authority and are offered for retail sale in the UK.



Certain of
the Corporations public finance activities are regulated by the Municipal Securities Rulemaking Board. Mellon Bank and certain of the Corporations other subsidiaries are registered with the Commodity Futures Trading Commission (the
CFTC) as commodity pool operators or commodity trading advisors and, as such, are subject to CFTC regulation.



The types of activities in which the foreign branches of the Corporations banking subsidiaries and the international subsidiaries of the Corporation
may engage are subject to various restrictions imposed by the Federal Reserve Board. Those foreign branches and international subsidiaries are also subject to the laws and regulatory authorities of the countries in which they operate.



Dividend Restrictions



The Corporation is a legal entity separate and distinct from its bank and
other subsidiaries. Its principal sources of funds to pay dividends on its common and preferred (if any) stock and debt service on its debt are dividends and interest from its subsidiaries. Various federal and state statutes and regulations limit
the amount of dividends that may be paid to the Corporation by its bank subsidiaries without regulatory approval. The Corporations principal bank subsidiary, Mellon Bank, is a national bank. A national bank must obtain the prior approval of
the OCC to pay a dividend if the total of all dividends declared by the bank in any calendar year would exceed the banks net income for that year combined with its retained net income for the preceding two calendar years, less any required
transfers to surplus or to fund the retirement of any preferred stock. In addition, a national bank may pay dividends only to the extent of its undivided profits. The Corporations state-chartered bank subsidiaries also are subject to dividend
restrictions under applicable state law. Under the foregoing dividend restrictions, as of Dec. 31, 2002, the Corporations national and state member bank subsidiaries, without obtaining affirmative governmental approvals, could pay aggregate
dividends of up to approximately $555 million, less any dividends declared and plus or minus net profits or losses, as defined, earned between Jan. 1, 2003, and the date of any dividend declaration. In 2002, the Corporations bank and non-bank
subsidiaries declared $957 million in dividends.



If, in the
opinion of the applicable federal regulatory agency, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the
payment of dividends), the regulator may require, after notice and hearing, that the bank cease and desist from such practice. The OCC and the FDIC have indicated that the payment of dividends would constitute an unsafe and unsound practice if the
payment would deplete a depository institutions capital base to an inadequate level. Moreover, under the Federal Deposit Insurance Act, as amended (the FDI Act), an insured depository institution may not pay any dividend if the
institution is undercapitalized or if the payment of the dividend would cause the institution to become



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ITEM
1.  BUSINESS (continued)



Supervision and
Regulation (continued)



undercapitalized. In addition, the
federal bank regulatory agencies have issued policy statements which provide that FDIC-insured depository institutions and their holding companies should generally pay dividends only out of their current operating earnings.



The ability of the Corporations bank subsidiaries to pay dividends to
the Corporation may also be affected by various minimum capital requirements for banking organizations, as described below. In addition, the right of the Corporation to participate in the assets or earnings of a subsidiary are subject to the prior
claims of creditors of the subsidiary.



Transactions with
Affiliates



There are certain restrictions on the ability of
the Corporation and certain of its non-bank affiliates to borrow from, and engage in other transactions with, its bank subsidiaries and on the ability of such bank subsidiaries to pay dividends to the Corporation. In general, these restrictions
require that any extensions of credit must be secured by designated amounts of specified collateral and are limited, as to any one of the Corporation or such non-bank affiliates, to 10% of the lending banks capital stock and surplus, and, as
to the Corporation and all such non-bank affiliates in the aggregate, to 20% of such lending banks capital stock and surplus. As a result of the Gramm-Leach-Bliley Act amendments to the BHC Act, these restrictions, other than the 10% of
capital limit on covered transactions with any one affiliate, are also applied to transactions between national banks and their financial subsidiaries. In addition, certain transactions with affiliates must be on terms and conditions, including
credit standards, that are substantially the same, or at least as favorable to the institution, as those prevailing at the time for comparable transactions involving other non-affiliated companies or, in the absence of comparable transactions, on
terms and conditions, including credit standards, that in good faith would be offered to, or would apply to, non-affiliated companies.



Unsafe and Unsound Practices



The OCC has authority under the Financial Institutions Supervisory Act to prohibit national banks from engaging in any activity which, in the OCCs
opinion, constitutes an unsafe or unsound practice in conducting their businesses. The Federal Reserve Board has similar authority with respect to the Corporation, BSDT and the Corporations non-bank subsidiaries, including Mellon Securities
Trust Company, a member of the Federal Reserve System. The FDIC has similar authority with respect to Mellon 1st Business Bank.



Deposit Insurance



Substantially all of the deposits of the bank subsidiaries of the Corporation are insured up to applicable limits by the Bank Insurance Fund
(BIF) of the FDIC and are subject to deposit insurance assessments to maintain the BIF. The FDIC utilizes a risk-based assessment system which imposes insurance premiums based upon a matrix that takes into account a banks capital
level and supervisory rating. Such premiums now range from 0 cents for each $100 of domestically-held deposits for well-capitalized and well-managed banks to 27 cents for each $100 of domestically-held deposits for the weakest institutions. The
Corporations bank subsidiaries currently are not required to pay insurance premiums to the FDIC. In addition, the Deposit Insurance Fund Act of 1996 authorizes the Financing Corporation (FICO) to impose assessments on BIF
assessable deposits in order to service the interest on FICOs bond obligations. The FICO current annual assessment on these deposits is approximately 1.68 cents for each $100 of domestically-held deposits. The FDIC is authorized to raise
insurance premiums in certain circumstances.





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ITEM
1.  BUSINESS (continued)



Supervision and
Regulation (continued)



Under the FDI Act, insurance of
deposits may be terminated by the FDIC upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or
condition imposed by a banks federal regulatory agency.



Liability of Commonly Controlled Institutions and Related Matters



The FDI Act contains a cross-guarantee provision that could result in any insured depository institution owned by the Corporation being assessed for losses incurred by the FDIC in connection with assistance
provided to, or the failure of, any other insured depository institution owned by the Corporation. Also, under the BHC Act and Federal Reserve Board policy, the Corporation is expected to act as a source of financial and managerial strength to each
of its bank subsidiaries and to commit resources to support each such bank in circumstances where such bank might not be in a financial position to support itself.



Any capital loans by a bank holding company to any of its bank subsidiaries are subordinate in right of payment to deposits
and to certain other indebtedness of such bank subsidiaries. In the event of a bank holding companys bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will
be assumed by the bankruptcy trustee and entitled to a priority of payment.



In addition, under the National Bank Act, if the capital stock of a national bank is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon the banks shareholders, pro
rata, and to the extent necessary, if any such assessment is not paid by any shareholder after three months notice, to sell the stock of such shareholder to make good the deficiency.



Regulatory Capital



The Federal Reserve Board, the OCC and FDIC have substantially similar
risk-based capital and leverage ratio guidelines for banking organizations. The guidelines are intended to ensure that banking organizations have adequate capital given the risk levels of their assets and off-balance sheet financial instruments.



The risk-based capital ratio is determined by classifying assets
and certain off-balance sheet financial instruments into weighted categories, with higher levels of capital being required for those categories perceived as representing greater risk. Under the capital guidelines, a banking organizations total
capital is divided into tiers. Tier I capital consists of (1) common equity, (2) qualifying noncumulative perpetual preferred stock, (3) a limited amount of qualifying cumulative perpetual preferred stock and (4) minority interests in
the equity accounts of consolidated subsidiaries (including trust-preferred securities), less goodwill and certain other intangible assets. Not more than 25% of qualifying Tier I capital may consist of trust-preferred securities. Tier
II capital consists of hybrid capital instruments, perpetual debt, mandatory convertible debt securities, a limited amount of subordinated debt, preferred stock that does not qualify as Tier I capital, a limited amount of the allowance for
loan and lease losses and a limited amount of unrealized holding gains on equity securities. Tier III capital consists of qualifying unsecured subordinated debt. The sum of Tier II and Tier III capital may not exceed the amount of
Tier I capital.



In January 2002, the U.S. federal bank
regulators adopted rules, effective April 1, 2002, governing the regulatory capital treatment of equity investments in nonfinancial companies. The rules require a series of marginal capital charges on covered equity investments that increase with
the level of those investments as a





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ITEM 1.  BUSINESS (continued)



Supervision and Regulation (continued)



percentage of Tier I capital. With certain exceptions, including investments
grandfathered under the rules, the rules require that the Corporation and its bank subsidiaries deduct from Tier I capital the appropriate percentage set out below:



|Aggregate Carrying Value of Covered Nonfinancial Equity Investments as
a percentage of Tier I Capital |  | Required Deduction From Tier I Capital as a Percentage of the
Carrying Value of the Investments
|----------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------
|<15%                                                                                                  |  | 8%                                                                                             
|315% but <25%                                                                                         |  | 12%                                                                                            
|325%                                                                                                  |  | 25%                                                                                            



The new rules did not
have a material effect on the Corporation or its banking subsidiaries capital requirements.



The risk-based capital requirements identify concentration of credit risk and certain risks arising from non-traditional activities, and the management of those risks, as important factors to consider
in assessing an institutions overall capital adequacy. In addition, the risk-based capital rules incorporate a measure for market risk in foreign exchange and commodity activities and in the trading of debt and equity instruments. The market
risk-based capital rules require banking organizations with large trading activities to maintain capital for market risk in an amount calculated by using the banking organizations own internal value-at-risk models, subject to parameters set by
the regulators.



Under the Federal Reserve Boards
risk-based capital guidelines for bank holding companies, the required minimum ratio of Total capital (the sum of Tier I, Tier II and Tier III capital) to risk-adjusted assets (including certain off-balance sheet items, such as standby
letters of credit) is currently 8%. The required minimum ratio of Tier I capital to risk-adjusted assets is 4%. At Dec. 31, 2002, the Corporations Total capital and Tier I capital to risk-adjusted assets ratios were 12.48% and 7.87%,
respectively.



The U.S. federal bank regulatory agencies
risk-capital guidelines are based upon the 1988 capital accord of the Basel Committee on Banking Supervision (the BIS). The BIS is a committee of central banks and bank supervisors/regulators from the major industrialized countries that
develops broad policy guidelines that each countrys supervisors can use to determine the supervisory policies they apply. In January 2001, the BIS released a proposal to replace the 1988 capital accord with a new capital accord that would set
capital requirements for operational risk and refine the existing capital requirements for credit risk and market risk exposures. Operational risk is defined to mean the risk of direct or indirect loss resulting from inadequate or failed internal
processes, people and systems or from external events. The 1988 capital accord does not include separate capital requirements for operational risk. The BIS proposal outlines several alternatives for capital assessment of operational risks, including
two standardized approaches (the Basic Indicator Approach and the Standardized Approach) and an advanced measurement approach tailored to individual institutions circumstances. The BIS has stated that its
objective is to finalize a new capital accord in the fourth quarter of 2003 and for member countries to implement the new accord at year-end 2006. The ultimate timing for a new accord, and the specifics of capital assessments for addressing
operational risk, are uncertain. However, the Corporation expects that a new capital accord addressing operational risk will eventually be adopted by the BIS and implemented by the U.S. federal bank regulatory agencies. Because of the uncertainty as
to the final requirements for addressing this risk, the Corporation



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ITEM
1.  BUSINESS (continued)



Supervision and
Regulation (continued)



cannot, at this time, determine with
certainty if future capital requirements will be higher or lower, but as presently proposed, the requirements would lead to an increase in required capital.



The Federal Reserve Board also requires bank holding companies to comply with minimum Leverage ratio guidelines. The Leverage ratio is the ratio of a bank
holding companys Tier I capital to its total consolidated quarterly average assets (as defined for regulatory purposes), net of the loan loss reserve, goodwill and certain other intangible assets. The guidelines require a minimum Leverage
ratio of 3% for bank holding companies that either have the highest supervisory rating or have implemented the Federal Reserve Boards risk-adjusted measure for market risk. All other bank holding companies are required to maintain a minimum
Leverage ratio of 4%. The Federal Reserve Board has not advised the Corporation of any specific minimum Leverage ratio applicable to it. At Dec. 31, 2002, the Corporations Leverage ratio was 6.55%.



The Federal Reserve Boards capital guidelines provide that banking
organizations experiencing internal growth or making acquisitions are expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. Also, the guidelines indicate
that the Federal Reserve Board will consider a tangible Tier I leverage ratio in evaluating proposals for expansion or new activities. The tangible Tier I leverage ratio is the ratio of a banking organizations Tier I capital
(excluding intangibles) to total assets (excluding intangibles).



The Corporations bank subsidiaries are subject to similar risk-based and leverage capital guidelines adopted by the OCC or the FDIC.



Prompt Corrective Action



The FDI Act requires federal banking regulators to take prompt corrective action with respect to depository institutions that do not meet minimum capital
requirements. The FDI Act identifies the following capital tiers for financial institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.



Rules adopted by the federal banking agencies provide that an institution is
deemed to be: well capitalized if the institution has a Total risk-based capital ratio of 10.0% or greater, a Tier I risk-based capital ratio of 6.0% or greater, and a Leverage ratio of 5.0% or greater, and the institution is not subject
to an order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific level for any capital measure; adequately capitalized if the institution has a Total risk-based capital ratio of
8.0% or greater, a Tier I risk-based capital ratio of 4.0% or greater, and a Leverage ratio of 4.0% or greater (or a Leverage ratio of 3.0% or greater if the institution is rated composite 1 in its most recent report of examination, subject to
appropriate Federal banking agency guidelines), and the institution does not meet the definition of a well capitalized institution; undercapitalized if the institution has a Total risk-based capital ratio that is less than 8.0%, a Tier I
risk-based capital ratio that is less than 4.0% or a Leverage ratio that is less than 4.0% (or a Leverage ratio that is less than 3.0% if the institution is rated composite 1 in its most recent report of examination, subject to appropriate Federal
banking agency guidelines) and the institution does not meet the definition of a significantly undercapitalized or critically undercapitalized institution; significantly undercapitalized if the institution has a Total risk-based capital
ratio that is less than 6.0%, a Tier I risk-based capital ratio that is less than 3.0%, or a Leverage ratio that is less than 3.0% and the institution does not meet the definition of a critically undercapitalized institution; and critically



11



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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Supervision and
Regulation (continued)



undercapitalized if the
institution has a ratio of tangible equity to total assets that is equal to or less than 2.0%. The FDI Act imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the capital category in
which an institution is classified.



At Dec. 31, 2002, all of the
Corporations bank subsidiaries were well capitalized based on the ratios and guidelines noted previously. A banks capital category, however, is determined solely for the purpose of applying the prompt corrective action rules and may not
constitute an accurate representation of the banks overall financial condition or prospects.



The appropriate federal banking agency may, under certain circumstances, reclassify a well capitalized insured depository institution as adequately capitalized. The appropriate agency is also permitted
to require an adequately capitalized or undercapitalized institution to comply with the supervisory provisions as if the institution were in the next lower category (but not treat a significantly undercapitalized institution as critically
undercapitalized) based on supervisory information other than the capital levels of the institution.



The FDI Act provides that an institution may be reclassified if the appropriate federal banking agency determines (after notice and opportunity for hearing) that the institution is in an unsafe or
unsound condition or deems the institution to be engaging in an unsafe or unsound practice.



USA PATRIOT Act



On Oct. 26, 2001, the President signed into law comprehensive anti-terrorism legislation known as the USA PATRIOT Act of 2001 (the USA Patriot Act). Title III of the USA PATRIOT Act substantially broadened the scope of
the U.S. anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The U.S. Treasury
Department (Treasury) has issued a number of implementing regulations which apply various requirements of the USA PATRIOT Act to financial institutions such as the Corporations bank and broker-dealer subsidiaries and mutual funds
and private investment companies advised or sponsored by the Corporations subsidiaries. Those regulations impose new obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report
money laundering and terrorist financing. Treasury is expected to issue a number of additional regulations which will further clarify the USA PATRIOT Acts requirements.



Failure of a financial institution to comply with the USA PATRIOT Acts requirements could have serious legal and
reputational consequences for the institution. The Corporation has adopted appropriate policies, procedures and controls to address compliance with the requirements of the USA PATRIOT Act under the existing regulations and will continue to revise
and update its policies, procedures and controls to reflect changes required by the Act and the Treasurys regulations.



Depositor Preference Statute



Under federal law, depositors and certain claims for administrative expenses and employee compensation against an insured depository institution would be
afforded a priority over other general unsecured claims against such an institution, including federal funds and letters of credit, in the liquidation or other resolution of such an institution by any receiver.





12



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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Supervision and
Regulation (continued)



Privacy



The BHC Act modified laws related to financial privacy. The new financial
privacy provisions generally prohibit financial institutions, including the Corporation, from disclosing nonpublic personal financial information to third parties unless customers have the opportunity to opt out of the disclosure.



Community Reinvestment Act



The Community Reinvestment Act requires banks to help serve the credit needs
of their communities, including credit to low and moderate income individuals and geographies. Should the Corporation or its bank subsidiaries fail to adequately serve the community, potential penalties are regulatory denials to expand branches,
relocate, add subsidiaries and affiliates, expand into new financial activities and merge with or purchase other financial institutions.



Legislative Initiatives



Various legislative initiatives are from time to time introduced in Congress. The Corporation cannot determine the ultimate effect that any such potential
legislation, if enacted, would have upon its financial condition or operations.



Competition



The Corporation and its
subsidiaries continue to be subject to intense competition in all aspects and areas of their businesses. The Corporations Asset Management Group experiences competition from investment management firms; mutual funds; investment banking
companies and bank holding companies and banks, including trust banks; brokerage firms and insurance companies. In its Corporate & Institutional Services Group, the Corporation competes with domestic and foreign banks offering institutional
trust and custody products and cash management products, benefit consultants and a wide range of technologically capable service providers, such as data processing, shareholder services and outsourcing firms. Many of the Corporations
competitors, with the particular exception of bank holding companies and banks, are not subject to regulation as extensive as that described under the Supervision and Regulation section and, as a result, may have a competitive advantage
over the Corporation in certain respects.



As part of its
business strategy, the Corporation seeks to distinguish itself from its competitors by the level of service delivered to its clients. The Corporation also believes that technological innovation is an important competitive factor and for this reason
has made and continues to make substantial investments in this area. Since the events of Sept. 11, 2001, the ability to recover quickly from unexpected events is an increasing competitive factor, and the Corporation has devoted significant resources
to this.



Employees



At Dec. 31, 2002, the
Corporation and its subsidiaries employed approximately 22,500 persons.



13



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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Statistical Disclosure by Bank Holding Companies



The Securities Act of 1933 Industry Guide 3 and the Securities Exchange Act of 1934 Industry Guide 3 (together Guide 3), require that the following statistical disclosures be made in Annual Reports on Form 10-K filed by
bank holding companies.



I.   Distribution of Assets,
Liabilities and Stockholders Equity; Interest Rates and Interest Differential



Information required by this section of Guide 3 is presented in the Rate/Volume Variance Analysis on the following page. Required information is also presented in the Corporations 2002 Financial Annual Report to
Shareholders in the Consolidated Balance Sheet  Average Balances and Interest Yields/Rates on pages 14 and 15, and in Net Interest Revenue, on page 13, which are incorporated herein by reference.



14



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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Statistical
Disclosure by Bank Holding Companies (continued)



|                                                                        
|------------------------------------------------------------------------
|Rate/Volume Variance Analysis                                           
|                                                                        
|                                                                        
|(in millions)                                                           
|                                                                        
|Increase (decrease) in interest revenue from interest-earning assets:   
|Interest-bearing deposits with banks (primarily foreign)                
|Federal funds sold and securities under resale agreements               
|Other money market investments                                          
|Trading account securities                                              
|Securities:                                                             
|U.S. Treasury and agency securities                                     
|Obligations of states and political subdivisions                        
|Other                                                                   
|Loans (includes loan fees)                                              
|Funds allocated to discontinued operations                              
|                                                                        
|Total                                                                   
|Increase (decrease) in interest expense on interest-bearing liabilities:
|Deposits in domestic offices:                                           
|Demand                                                                  
|Money market and other savings accounts                                 
|Savings certificates                                                    
|Other time deposits                                                     
|Deposits in foreign offices                                             
|Federal funds purchased and securities under repurchase agreements      
|Other short-term borrowings                                             
|Notes and debentures (with original maturities over one year)           
|Trust-preferred securities                                              
|Funds allocated from discontinued operations                            
|                                                                        
|Total                                                                   
|                                                                        
|Increase (decrease) in net interest revenue                             
|                                                                        

Note:  Amounts are calculated on a taxable equivalent basis where applicable, at a tax
rate approximating 35%. Amounts also exclude any adjustments to fair value required by FAS No. 115. Changes in interest revenue or interest expense arising from the combination of rate and volume variances are allocated proportionally to rate and
volume based on their relative absolute magnitudes.



|                                                                                                        
|--------------------------------------------------------------------------------------------------------
|Percent of international related average assets and liabilities to total consolidated average amounts(a)
|                                                                                                        
|                                                                                                        
|Average total assets                                                                                    
|Average total liabilities                                                                               
|                                                                                                        

|(a) |  | Prior to 2001, the level of foreign activities did not exceed the reporting threshold established by the Securities and Exchange Commission (SEC). In January
2002, in accordance with SFAS No. 144, the Corporation began to disclose gross assets and liabilities of discontinued operations instead of the net amounts previously reported. The 2001 percentages have been reclassified.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Statistical
Disclosure by Bank Holding Companies (continued)



II.  Securities Portfolio



A.  Carrying values of securities



Information required by this section of Guide 3 is presented in the Corporations 2002 Financial Annual Report to Shareholders in Note 6 on pages 83 through 85, which note is incorporated herein by reference.



B.  Maturity Distribution of Securities



Information required by this section of Guide 3 is presented in the
Corporations 2002 Financial Annual Report to Shareholders in Note 6 on pages 83 through 85, which note is incorporated herein by reference.



III.  Loan Portfolio



A.  Types of Loans



Information required by this section of Guide 3 is presented below and on the following page. Further information is included in the Corporate Risk
section of the Corporations 2002 Financial Annual Report to Shareholders on pages 46 through 59, which portions are incorporated herein by reference.



|                                                          
|----------------------------------------------------------
|Domestic and international loans and leases at year end(a)
|(in millions)                                             
|                                                          
|Domestic loans and leases                                 
|International loans and leases:                           
|Commercial and industrial                                 
|Financial institutions                                    
|Governments and official institutions                     
|Other                                                     
|                                                          
|Total international loans and leases                      
|                                                          
|Total loans and leases                                    
|                                                          

|(a) |  | Prior to 2001, the level of foreign activities did not exceed the reporting thresholds established by the SEC.
|--- |  | --------------------------------------------------------------------------------------------------------------

|(b) |  | At Dec. 31, 2002, amount includes $2.631 billion of loans to Private Wealth customers and $972 million of loans to Mellon 1st Business Bank customers.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



16



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##### Table of Contents



ITEM 1.  BUSINESS (continued)



Statistical Disclosure by Bank Holding Companies (continued)



III.  Loan Portfolio (continued)



B.  Maturities and Sensitivities of Loans to Changes in Interest Rates



|                                                             
|-------------------------------------------------------------
|Maturity distribution of loans at Dec. 31, 2002 (in millions)
|                                                             
|Domestic (b):                                                
|Commercial and financial                                     
|Commercial real estate                                       
|                                                             
|Total domestic                                               
|International                                                
|                                                             
|Total                                                        
|                                                             

Note:  Maturity distributions are based on remaining contractual maturities.

|(a) |  | Includes demand loans and loans with no stated maturity.
|--- |  | --------------------------------------------------------

|(b) |  | Excludes personal credit and lease finance assets.
|--- |  | --------------------------------------------------



|                                                                                 
|---------------------------------------------------------------------------------
|Sensitivity of loans at Dec. 31, 2002, to changes in interest rates (in millions)
|                                                                                 
|Loans due in one year or less (b)                                                
|Loans due after one year:                                                        
|Variable rates                                                                   
|Fixed rates                                                                      
|                                                                                 
|Total loans                                                                      
|                                                                                 

Note:  Maturity distributions are based on remaining contractual maturities.

|(a) |  | Excludes personal credit and lease finance assets.
|--- |  | --------------------------------------------------

|(b) |  | Includes demand loans and loans with no stated maturity.
|--- |  | --------------------------------------------------------



C.  Risk Elements



Information required by this section of Guide 3 is included in the Corporate Risk section of the Corporations 2002 Financial Annual Report to
Shareholders on pages 46 through 59, which portions are incorporated herein by reference.



17



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##### Table of Contents



ITEM 1.  BUSINESS (continued)



Statistical Disclosure by Bank Holding Companies (continued)



IV.  Summary of Loan Loss Experience



Information required by this section of Guide 3 is included in the Provision and Reserve for Credit Exposure section of the
Corporations 2002 Financial Annual Report to Shareholders on pages 54 through 59, which is incorporated herein by reference, and below.



When losses on specific loans are identified, management charges off the portion deemed uncollectible. The allocation of the Corporations reserve
for loan losses is presented below as required by Guide 3.



|                           
|---------------------------
|Loan loss reserve (a)      
|(in millions)              
|                           
|Base reserve:              
|Commercial & financial     
|Commercial real estate     
|Personal                   
|Lease assets               
|                           
|Total domestic base reserve
|International              
|                           
|Total base reserve         
|Impairment                 
|Unallocated                
|                           
|Total loan loss reserve    
|                           

|(a) |  | This table has been expanded to show the base, impairment and unallocated components of the loan loss reserve.
|--- |  | --------------------------------------------------------------------------------------------------------------







|                                                                
|----------------------------------------------------------------
|Reserve for loan losses relating to international operations (a)
|(in millions)                                                   
|                                                                
|Reserve at beginning of year                                    
|Credit losses                                                   
|Recoveries                                                      
|Transfer due to sale                                            
|Provision for loan losses                                       
|                                                                
|Reserve at the end of year                                      
|                                                                

|(a) |  | Prior to 2001, the level of foreign activities did not exceed the reporting thresholds established by the SEC.
|--- |  | --------------------------------------------------------------------------------------------------------------



Further information on the Corporations credit policies, the factors
that influenced managements judgment in determining the level of the reserve for credit exposure, and the analyses of the reserve for credit exposure for the years 1998-2002 are set forth in the Corporations 2002 Financial Annual Report
to Shareholders in the Credit Risk section on pages 46 and 47, the Provision and Reserve for Credit Exposure section on pages 54 through 59, in Note 1 under Reserve for Loan Losses and Reserve for Unfunded Commitments on page 72 and in Note 8 on
page 89 which portions are incorporated herein by reference.



18



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##### Table of Contents



ITEM 1.  BUSINESS (continued)



Statistical Disclosure by Bank Holding Companies (continued)



For each category on the previous page, the ratio of loans to consolidated total loans is as follows:



|                               
|-------------------------------
|                               
|                               
|                               
|Domestic loans and leases:     
|Commercial and financial       
|Commercial real estate         
|Personal                       
|Lease finance assets           
|                               
|Total domestic loans and leases
|International loans and leases 
|                               
|Total loans and leases         
|                               



V.  Deposits



|                                                                    
|--------------------------------------------------------------------
|Maturity distribution of domestic time deposits at Dec. 31, 2002    
|(in millions)                                                       
|                                                                    
|Time certificates of deposit in denominations of $100,000 or greater
|Time certificates of deposit in denominations of less than $100,000 
|                                                                    
|Total time certificates of deposit                                  
|                                                                    
|Other time deposits in denominations of $100,000 or greater         
|Other time deposits in denominations of less than $100,000          
|                                                                    
|Total other time deposits                                           
|                                                                    
|Total domestic time deposits                                        
|                                                                    



The majority of deposits
in foreign offices of approximately $3.9 billion at Dec. 31, 2002, were in amounts in excess of $100,000, and were primarily foreign demand deposits. Additional information required by this section of Guide 3 is set forth in the Corporations
2002 Financial Annual Report to Shareholders in the Consolidated Balance Sheet  Average Balances and Interest Yields/Rates on pages 14 and 15, which pages are incorporated herein by reference.



19



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##### Table of Contents



ITEM
1.  BUSINESS (continued)



Statistical
Disclosure by Bank Holding Companies (continued)



VI.  Return on Equity and Assets



|                                                                                    |  | Year ended Dec. 31,
|----------------------------------------------------------------------------------- |  | -------------------
|                                                                                    |  | 2002               
|                                                                                   
|(1)    Return on assets(a):                                                         |  |                    
|Net income                                                                          |  | 2.03%              
|Income from continuing operations                                                   |  | 2.00               
|(2)    Return on common shareholders equity
(a):                                   |  |                    
|Net income                                                                          |  | 20.34              
|Income from continuing operations                                                   |  | 19.87              
|(3)    Dividend payout ratio of common stock, based on diluted net
income per share |  | 31.21              
|(4)    Equity to assets (a), based on common
shareholders equity                   |  | 9.96               
|                                                                                   

|(a) |  | Computed on a daily average basis.
|--- |  | ----------------------------------



VII.  Short-Term Borrowings



Federal funds purchased and securities sold under agreements to repurchase represent funds acquired for securities transactions and other funding
requirements. Federal funds purchased mature on the business day after execution. Selected balances and rates are as follows:



|                                                                                                       
|-------------------------------------------------------------------------------------------------------
|Federal funds purchased and securities sold under agreements to repurchase (dollar amounts in millions)
|                                                                                                       
|Maximum month-end balance                                                                              
|Average daily balance                                                                                  
|Average rate during the year                                                                           
|Balance at Dec. 31                                                                                     
|Average rate at Dec. 31                                                                                
|                                                                                                       



ITEM 2.  PROPERTIES



The following is a
description of the Corporations principal properties:



Pittsburgh properties

In 1983, the Corporation entered into a long-term lease of One Mellon Center, a 54-story office
building in Pittsburgh, Pennsylvania. The current term of this lease is scheduled to expire in November 2008. At Dec. 31, 2002, the Corporation occupied approximately 81% of this buildings approximately 1,525,000 square feet of rentable space
and subleased substantially all of the remaining space to third parties.



In 1984, the Corporation entered into a sale/leaseback arrangement of the Union Trust Building, also known as Two Mellon Center, in Pittsburgh, Pennsylvania, while retaining title to the land thereunder. The term of this lease is
scheduled to expire in May 2006. At Dec. 31, 2002, the Corporation occupied approximately 76% of this buildings approximately 595,000 square feet of rentable space and subleased substantially all of the remaining space to third parties.



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##### Table of Contents



ITEM
2.  PROPERTIES (continued)



The Corporation owns
the 41-story office building in Pittsburgh, Pennsylvania known as Three Mellon Center or 525 William Penn Place. At Dec. 31, 2002, the Corporation occupied approximately 75% of this buildings approximately 943,000 square feet of rentable
space, and leased substantially all of the remaining space to third parties.



The Corporation owns the 14-story office building in Pittsburgh, Pennsylvania known as the Mellon Client Service Center. At Dec. 31, 2002, the Corporation occupied 100% of this buildings approximately 667,000 square feet of
rentable space.



The Pittsburgh properties are utilized by each
of the Corporations six core business sectors.



Philadelphia properties

The Corporation leases a building in Philadelphia, Pennsylvania known as Mellon Independence
Center. The term of this lease is scheduled to expire in December 2015. At Dec. 31, 2002, the Corporation occupied approximately 51% of this buildings approximately 807,000 square feet of rentable space, with the remainder of the space in the
building subleased to third parties.



The Corporation leases
approximately 231,000 square feet of rentable space in a 53-story office building known as Mellon Center in Philadelphia, Pennsylvania. The current term of this lease is scheduled to expire in September 2015. At Dec. 31, 2002, the Corporation
occupied approximately 72% of the 231,000 square feet of rentable space, with the remainder subleased to third parties.



The Philadelphia properties are utilized by each of the Corporations six core business sectors other than Institutional Asset Management.



Boston properties

The Corporation leases approximately 282,000 square feet of rentable space in a 41-story downtown Boston, Massachusetts office building known as Mellon
Financial Center. The current term of this lease is scheduled to expire in December 2013. At Dec. 31, 2002, the Corporation occupied 100% of this space.



The Corporation leases a three-story office building located in Everett, Massachusetts. The current term of this lease is scheduled to expire in April
2019. At Dec. 31, 2002, the Corporation occupied 100% of this buildings approximately 376,000 square feet of rentable space.



The Boston properties are utilized by each of the Corporations six core business sectors other than Mutual Funds.



New York properties

The Corporation leases approximately 290,000 square feet of rentable space at 200 Park Avenue in New York City. The current term of this lease is
scheduled to expire in March 2005. At Dec. 31, 2002, the Corporation occupied approximately 95% of this space, with the remainder subleased to a third party. The Corporation leases approximately 169,000 square feet of rentable space in EAB Plaza in
Uniondale, New York. The term of this lease is scheduled to expire in January 2005. At Dec. 31, 2002, the Corporation occupied 100% of this space.



The New York properties are utilized by each of the Corporations six core business sectors.



New Jersey properties

The Corporation leases an aggregate of approximately 288,000 square feet of rentable space in three buildings in Ridgefield Park, New Jersey located at 65
Challenger Road, 85 Challenger Road and





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##### Table of Contents



ITEM
2.  PROPERTIES (continued)



105 Challenger Road.
The current terms of these three leases are scheduled to expire in January 2006, October 2005 and January 2006, respectively. At Dec. 31, 2002, the Corporation occupied 100% of this space.



The Corporation leases an aggregate of approximately 194,000 square feet of rentable space in two buildings in Ft. Lee, New
Jersey located at 2100 North Central Road and One Bridge Plaza. The current terms of these leases are scheduled to expire in January 2010 and January 2006, respectively. At Dec. 31, 2002, the Corporation occupied 100% of this space.



The Corporation leases approximately 158,000 square feet of rentable space at
500 Plaza Drive, Secaucus, New Jersey. The current term of this lease is scheduled to expire in June 2006. At Dec. 31, 2002, the Corporation occupied 100% of this space.



The New Jersey properties are utilized by the Corporations Human Resources Services business sector.



Other properties



The Corporation also owns and leases additional space for its operations at
locations both within and outside the United States. See Description of Business on pages 3 through 5 for information as to where certain of the Corporations operations are conducted. In 2001, the Corporation entered into an
agreement for lease covering approximately 232,000 square feet of space in a building under construction at 160-162 Queen Victoria Street in London which will be utilized as the Corporations European headquarters when the building is completed
and the Corporation relocates to it, currently expected to be in the second quarter of 2004.



The Corporation believes that its owned and leased facilities are suitable and adequate for its business needs.



For additional information on the Corporations premises and equipment, see Note 9 on page 89 of the Corporations 2002 Financial Annual Report
to Shareholders, which note is incorporated herein by reference.



ITEM 3.  LEGAL PROCEEDINGS



Various legal actions and proceedings are pending or are threatened against the Corporation and its subsidiaries, some of which seek relief or damages in amounts that are substantial. These actions and proceedings arise in the
ordinary course of the Corporations businesses and operations and include suits relating to its lending, collections, servicing, investment, mutual fund, advisory, trust, custody, benefits consulting, shareholder services, cash management and
other activities and operations. Because of the complex nature of some of these actions and proceedings, it may be a number of years before such matters ultimately are resolved. After consultation with legal counsel, management believes that the
aggregate liability, if any, resulting from such pending and threatened actions and proceedings will not have a material adverse effect on the Corporations financial condition, results of operations and cash flows.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted to security holders for vote during the fourth quarter of 2002.



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##### Table of Contents



PART II



ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



The information required by this Item is set forth in the Corporations 2002 Financial Annual Report to Shareholders in Liquidity and Dividends on
pages 39 through 41, in Fourth Quarter 2002 Review on page 61, in Selected Quarterly Data on pages 62 and 63, in Note 25 on page 106 and in Corporate Information on page 121, which portions are incorporated herein by reference.



In October 1996, the board of directors declared a dividend, paid Oct. 31,
1996, of one right (a Right) issued pursuant to the Shareholder Protection Rights Agreement, dated as of Oct. 15, 1996 (the Rights Agreement), for each outstanding share of the Corporations Common Stock (the
Common Stock). On Oct. 19, 1999, the Corporation amended and restated the Rights Agreement.



The Rights are not currently exercisable and trade only with the Common Stock (and are currently evidenced only in connection with the Common Stock). The Rights would separate from the Common Stock and
become exercisable only when a person or group acquires 15% or more of the Common Stock or ten days after a person or group commences a tender offer that would result in ownership of 15% or more of the Common Stock. At that time, each Right would
entitle the holder to purchase for $135 (the exercise price) one one-hundredth of a share of participating preferred stock, which is designed to have economic and voting rights generally equivalent to one share of common stock. Should a
person or group actually acquire 15% or more of the Common Stock, each Right held by the acquiring person or group (or their transferees) would become void and each Right held by the Corporations other shareholders would entitle those holders
to purchase for the exercise price a number of shares of the Common Stock having a market value of twice the exercise price. Should the Corporation, at any time after a person or group has become a 15% beneficial owner and acquired control of the
Corporations board of directors, be involved in a merger or similar transaction with any person or group or sell assets to any person or group, each outstanding Right would then entitle its holder to purchase for the exercise price a number of
shares of such other company having a market value of twice the exercise price. In addition, if any person or group acquires 15% or more of the Common Stock, the Corporation may, at its option and to the fullest extent permitted by law, exchange one
share of Common Stock for each outstanding Right. The Rights are not exercisable until the above events occur and will expire on Oct. 31, 2006, unless earlier exchanged or redeemed by the Corporation. The Corporation may redeem the Rights for one
cent per Right under certain circumstances.



The foregoing
description is not intended to be complete and is qualified in its entirety by reference to the Amended and Restated Shareholder Protection Rights Agreement, which is an exhibit to this Report.



ITEM 6.  SELECTED FINANCIAL DATA



The information required by this Item is set forth in the Corporations 2002 Financial Annual Report to Shareholders in the Financial Summary table on page 2, in Significant Financial Events on pages 3 and 4, in the Summary of
Financial Results on page 5, in the Consolidated Balance Sheet  Average Balances and Interest Yields/Rates on pages 14 and 15, and in Note 1 on pages 69 through 77, which portions are incorporated herein by reference.



23



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##### Table of Contents



ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF                 OPERATIONS



The information required by this Item is set forth in the
Corporations 2002 Financial Annual Report to Shareholders in the Financial Review on pages 3 through 63 and in Note 25 on page 106, which portions are incorporated herein by reference.



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The information required by this Item is set forth in the Corporations 2002 Financial Annual Report to Shareholders in the Interest Rate Sensitivity Analysis on pages 42 through 46, in Note 1
under Derivative instruments used for risk management purposes and Derivative instruments used for trading activities on pages 74 and 75 and in Note 27 and Note 28 on pages 107 through 113, which portions are incorporated
herein by reference.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Reference is made to Item 15 on page 28 hereof for a detailed listing of the items under Financial Statements, Financial Statement Schedules, and Other Financial Data, which are incorporated herein by
reference.



ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

DISCLOSURE



NONE.



PART III



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



The information required by this Item is included in the Corporations proxy statement for its 2003 Annual Meeting of Shareholders (the 2003 Proxy Statement) in the Election of
Directors-Biographical Summaries of Nominees and Directors section on pages 3 through 5, in the Executive Compensation - Employment Agreements with Named Executive Officers section on pages 19 through 22 and in the Section 16(a) Beneficial Ownership
Reporting Compliance section on page 30, each of which sections is incorporated herein by reference, and in the following section Executive Officers of the Registrant.



24



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##### Table of Contents



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)



EXECUTIVE OFFICERS OF THE REGISTRANT



The name and age of, and the positions and offices held by, each executive officer of the Corporation as of March 1, 2003, together with the offices held by each such person during the last five years,
are listed below and on the following pages. Messrs. McGuinn, Elliott, Canter, Lamere and OHanley have executed employment contracts with the Corporation. All other executive officers serve at the pleasure of their appointing authority. No
executive officer has a family relationship to any other listed executive officer.



|                     |  | Age |  | Position                                                                                                                                  |  | Year Elected
|-------------------- |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                    
|Martin G. McGuinn    |  | 60  |  | Chairman and Chief Executive Officer, Mellon Financial Corporation and Chairman, President and Chief Executive Officer,
Mellon Bank, N.A. |  | 1999 (1)    
|                    
|Steven G. Elliott    |  | 56  |  | Senior Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.                                                                  |  | 2001 (2)    
|                    
|Stephen E. Canter    |  | 57  |  | Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.                                                                         |  | 2001 (3)    
|                    
|David F. Lamere      |  | 42  |  | Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.                                                                         |  | 2001 (4)    
|                    
|Jeffery L. Leininger |  | 57  |  | Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.                                                                         |  | 1996        
|                    
|Ronald P. OHanley   |  | 46  |  | Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.                                                                         |  | 2001 (5)    
|                    
|James P. Palermo     |  | 47  |  | Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A.                                                                         |  | 2002 (6)    
|                    
|Allan P. Woods       |  | 56  |  | Vice Chairman and Chief Information Officer, Mellon Financial Corporation and Mellon Bank, N.A.                                           |  | 1999 (7)    
|                    
|John T. Chesko       |  | 53  |  | Vice Chairman and Chief Compliance Officer, Mellon Financial Corporation and Mellon Bank, N.A.                                            |  | 2002 (8)    
|                    
|Michael A. Bryson    |  | 56  |  | Chief Financial Officer, Mellon Financial Corporation and Executive Vice President and Chief Financial Officer, Mellon
Bank, N.A.         |  | 2001 (9)    
|                    
|Timothy P. Robison   |  | 50  |  | Chief Risk Officer, Mellon Financial Corporation and Executive Vice President and Chief Risk Officer, Mellon Bank,
N.A.                   |  | 2002 (10)   



25



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##### Table of Contents



ITEM
10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)



|                  |  | Age |  | Position                                                                                                                                            |  | Year Elected
|----------------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------
|                 
|Michael K. Hughey |  | 51  |  | Senior Vice President and Controller of Mellon Financial Corporation and Senior Vice President, Director of Taxes and
Controller, Mellon Bank, N.A. |  | 1990        
|                 
|Leo Y. Au         |  | 53  |  | Treasurer, Mellon Financial Corporation and Senior Vice President, Manager, Corporate Treasury Group, Mellon Bank,
N.A.                             |  | 2002 (11)   



|(1) |  | From 1993 through February 1998, Mr. McGuinn served as Vice Chairman, Retail Financial Services, Mellon Financial Corporation and Mellon Bank, N.A. From March 1998
through December 1998, he was Chairman and Chief Executive Officer, Mellon Bank, N.A. and Vice Chairman, Mellon Financial Corporation. In June 2001, he was appointed President of Mellon Bank, N.A.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | From 1992 through February 1998, Mr. Elliott served as Vice Chairman and Chief Financial Officer of Mellon Financial Corporation and Mellon Bank, N.A. From March
1998 through December 1998, he was Senior Vice Chairman and Chief Financial Officer of Mellon Bank, N.A. and Vice Chairman and Chief Financial Officer of Mellon Financial Corporation. From 1999 through December 2001, Mr. Elliott served as Senior
Vice Chairman and Chief Financial Officer of Mellon Financial Corporation and Mellon Bank, N.A. From 1990 through April 1998, Mr. Elliott was also Treasurer of Mellon Financial Corporation.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) |  | From 1995 to 1999, Mr. Canter was Vice Chairman and Chief Investment Officer of The Dreyfus Corporation. From 1999 to May 2001, Mr. Canter was President and Chief
Operating Officer of The Dreyfus Corporation. In May 2001, Mr. Canter became Chairman and Chief Executive Officer of The Dreyfus Corporation.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) |  | From October 1993 through March 1998, Mr. Lamere was a Senior Vice President of Mellon Bank, N.A. From April 1998 to September 2001, Mr. Lamere was an Executive Vice
President of Mellon Bank, N.A.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) |  | From February 1997 to June 2001, Mr. OHanley was a Senior Vice President of Mellon Bank, N.A.
|--- |  | ----------------------------------------------------------------------------------------------



|(6) |  | From January 1998 to November 2002, Mr. Palermo served as Executive Vice President and Manager, Global Securities Services, Mellon Bank, N.A. From 1996 to 1998, Mr.
Palermo served as Division Manager, Client Services, Mellon Capital Management, Mellon Bank, N.A.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(7) |  | From 1993 through December 1998, Mr. Woods was Executive Vice President, Mellon Information Services Department, Mellon Bank, N.A.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------



|(8) |  | From June 1997 through October 2002, Mr. Chesko was Vice Chairman and Chief Risk Officer of Mellon Financial Corporation and Mellon Bank, N.A.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------



26



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##### Table of Contents



ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued )



|(9) |  | From May 1998 to January 2002, Mr. Bryson served as Treasurer of Mellon Financial Corporation. In April 1998, Mr. Bryson became Executive Vice President of Mellon
Bank, N.A. From 1994 to April 1998, Mr. Bryson was Senior Vice President, Strategic Planning, Mellon Bank, N.A.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(10) |  | From 2001 to 2002, Mr. Robison was Corporate Chief Auditor of Mellon Financial Corporation and Senior Vice President and Corporate Chief Auditor of Mellon Bank, N.A.
From 1991 to 2001, Mr. Robison was Senior Vice President of Financial Planning and Management Accounting of Mellon Bank, N.A.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(11) |  | In 2001, Mr. Au became Senior Vice President, Manager, Corporate Treasury Group of Mellon Bank, N.A. From 1995 to 2001, he served as President and Chief Executive
Officer of Mellon Financial Markets, LLC.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 11.  EXECUTIVE COMPENSATION



The information required by this Item is included in the 2003 Proxy Statement in the Directors Compensation section on pages 8 and 9 and in the Executive Compensation section on pages 15 through 23, and is incorporated herein
by reference. The Performance Graph on page 14 and the Compensation Committee Report on pages 24 through 26 are not incorporated herein by reference.



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

STOCKHOLDER MATTERS



See Note 24 to the Corporations 2002 Financial Annual Report to Shareholders for a narrative description of each of the equity compensation plans
included in the following table. Equity compensation plans described in Note 24 that have not received shareholder approval are the Corporations ShareSuccess Plan, Stock Option Plan for the Mellon Financial Group West Coast Board of Directors,
Stock Option Plan for Affiliate Boards of Directors and Dreyfus Stock Option Plan. Additional annual grants under the ShareSuccess Plan are not anticipated in the near-term. No further grants will be made under the Dreyfus Stock Option Plan.



|                            
|----------------------------
|                            
|                            
|                            
|                            
|Equity compensation plans:  
|Approved by shareholders    
|Not approved by shareholders
|                            
|Total                       
|                            

|(a) |  | Includes 7,654,983 shares that may be issued under the ShareSuccess Plan at an average exercise price of $37.31 per share and 50,000 shares that may be issued
under the Dreyfus Stock Option Plan at an average exercise price of $6.97 per share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Excludes securities to be issued upon exercise of outstanding options, warrants and rights.
|--- |  | -------------------------------------------------------------------------------------------

|(c) |  | Includes 8,630,938 shares of common stock that may be issued under the Employee Stock Purchase Plan and 4,912,636 shares that may be issued as restricted stock,
deferred share awards or as stock covered by performance units under the Corporations Long-Term Profit Incentive Plan.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Includes 1,344,487 shares that may be issued under the ShareSuccess Plan. No shares are included for future issuance under the Dreyfus Stock Option Plan.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



Additional information required by this Item is
included in the 2003 Proxy Statement in the Beneficial Ownership of Stock section on pages 12 and 13 and is incorporated herein by reference.



27



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##### Table of Contents



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The information required by this Item is included in the 2003 Proxy Statement in the Business Relationships and Related Transactions section on page 10, and is incorporated herein by reference.



ITEM 14.  CONTROLS AND PROCEDURES



The Corporations principal executive officer and principal financial officer have evaluated the effectiveness of the Corporations disclosure controls and procedures, as such term is defined in Rule 13a-14(c)
of the Securities Exchange Act of 1934, as amended, (the Exchange Act) within 90 days of the filing date of this Annual Report on Form 10-K. Based upon their evaluation, the principal executive officer and principal financial officer
concluded that the Corporations disclosure controls and procedures are effective to ensure that information required to be disclosed by the Corporation in the reports filed or submitted by it under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Corporation in such reports is accumulated and
communicated to the Corporations management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



There were no significant changes in the Corporations internal controls
or in other factors that could significantly affect these controls subsequent to the date of such evaluation.



PART IV



ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K



|(a) |  | The financial statements and schedules required for the Annual Report of the Corporation on Form 10-K are included, attached or incorporated by reference as
indicated in the following index. Page numbers refer to pages of the Corporations 2002 Financial Annual Report to Shareholders.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(i)  Financial Statements                                                                                                                                                                        |  | Page No.      
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------
|                                                                                                                                                                                                
|Consolidated Income Statement                                                                                                                                                                    |  | 64            
|Consolidated Balance Sheet                                                                                                                                                                       |  | 65            
|Consolidated Statement of Cash Flows                                                                                                                                                             |  | 66 and 67     
|Consolidated Statement of Changes in Shareholders Equity                                                                                                                                        |  | 68            
|Notes to Financial Statements                                                                                                                                                                    |  | 69 through 119
|Independent Auditors Report                                                                                                                                                                     |  | 120           
|                                                                                                                                                                                                
|(ii)  Financial Statement Schedules                                                                                                                                                              |  |               
|                                                                                                                                                                                                
|Financial Statement schedules are omitted either because they are not required or are not applicable, or
because the required information is shown in the financial statements or notes thereto.
|                                                                                                                                                                                                
|(iii)  Other Financial Data                                                                                                                                                                      |  |               
|                                                                                                                                                                                                
|Fourth Quarter 2002 Review                                                                                                                                                                       |  | 61            
|Selected Quarterly Data                                                                                                                                                                          |  | 62 and 63     



28



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##### Table of Contents



ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (continued)



|(b) |  | During the fourth quarter of 2002, the Corporation filed or furnished the following Current Reports on Form 8-K:
|--- |  | ----------------------------------------------------------------------------------------------------------------



| | (1) |  | A report dated Oct. 15, 2002, which included, under Items 5 and 7, the Corporations press release, dated Oct. 15, 2002, (i) announcing third quarter 2002
results of operations, (ii) announcing the 8% increase in its quarterly common stock dividend to 13 cents per share payable on Nov. 15, 2002 and (iii) announcing the Board of Directors authorization of an additional repurchase program of up to
25 million shares of the Corporations common stock.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) |  | A report dated Oct. 16, 2002, which included, under Items 5 and 7, the Corporations press release dated Oct. 16, 2002, announcing several appointments at the
senior management level, effective November 1.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) |  | A report dated Nov. 4, 2002, which included, under Items 5 and 7, the Corporations press release dated Nov. 4, 2002, announcing it had completed its previously
announced acquisition of the separate accounts division of Ashland Management Incorporated.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) |  | A report dated Nov. 14, 2002, which included, under Item 7, the Corporations business sectors financial information and financial trends through third quarter
2002.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) |  | A report dated Nov. 14, 2002, as amended on Nov. 18, 2002, which included, under Item 7, the correction of a typographical error on one of the tables in (4) above as
previously filed.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) |  | A report dated Nov. 18, 2002, which included (i) under Items 5 and 7, the Corporations press release, dated Nov. 18, 2002, which announced its participation
along with Vinings Management Corporation in Vinings Management LLC, a new entity that combined the capabilities of Vinings Management with the Corporations human resources and asset management services and (ii) under Item 7, certain exhibits,
dated Nov. 18, 2002, and Nov. 25, 2002, respectively, incorporated by reference into Registration Statement Nos. 333-33248 and 333-33248-01 pertaining to certain debt securities of Mellon Funding Corporation and the related guarantees of Mellon
Financial Corporation.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) |  | Exhibits
|--- |  | --------



The exhibits listed on the Index to Exhibits on pages 36 through 41 hereof are incorporated by reference or filed herewith in response to
this Item.



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##### Table of Contents



Cautionary Statement

---



This
Annual Report on Form 10-K contains and incorporates by reference statements relating to future results of the Corporation that are considered forward-looking statements. These statements, which may be expressed in a variety of ways,
including the use of future or present tense language, relate to, among other things: future capital requirements; plans for joint ventures; reduction of positions and related expense savings; expected revenue enhancements and expense savings
related to the Corporations LEAP program (Lifting Earnings and Performance); the impact on investment management fees of changes in the Standard & Poors 500 Index; the potential impact on revenue of the Corporations stated
intention to reduce credit availability to the corporate and institutional marketplace; potential future venture capital losses and possible changes in the value of the portfolio; expected increases in health care and other benefits expense and
insurance expense; lower assumptions for the expected return on pension plan assets and the discount rate on plan liabilities and rate of compensation increase and sensitivities to changes in those rates; levels of and expected significant
reductions in pension credits; the impact of expensing stock options and intentions as to future grants; usage of accrued expenses; effective tax rates; intentions as to capital ratios of the Corporation and its banking subsidiaries and maintaining
a minimum tangible shareholders equity to assets ratio; levels of common stock repurchases; uses of internal capital generation; the Corporations liquidity management objective and results of liquidity simulations; maturities of debt and
derivative instruments; simulation of changes in interest rates; reclassification of items to interest expense; the value-at-risk for trading activities; credit exposure reserve appropriateness; the effects of recent accounting changes; possible
consolidation of Three Rivers Funding Corp. and certain venture capital investments; amounts of contingent consideration payable for acquisitions; expected amortization expense; values of retained interests in securitizations and expected losses on
securitized loans; 401(k) Plan contribution rates; and litigation results.



These forward-looking statements, and other forward-looking statements contained in other public disclosures of the Corporation which make reference to the cautionary factors contained in this Report, are based on assumptions that
involve risks and uncertainties and that are subject to change based on various important factors (some of which are beyond the Corporations control). Actual results may differ materially from those expressed or implied as a result of these
risks and uncertainties, including, but not limited to:



Changes in political and economic conditions.  Changes in political and economic conditions can affect the Corporations opportunities to sell its products and services. If conditions cause customers to
become more cautious, the Corporations revenues could be adversely affected. Conversely, the Corporation will likely have greater opportunities during periods of economic growth and political optimism.



Equity and fixed-income market fluctuations.  As price
levels in the equity and fixed-income markets increase or decrease, the Corporations opportunities to sell its products and services, to invest and to manage financial assets may change. Because certain of the Corporations fee revenue is
based on the value of assets under management or custody, fluctuations in market valuations will affect revenue. Because management fees can vary by asset class, revenues can be affected by the types of assets that at a given time are most
attractive to customers.



The effects of the adoption of
new accounting standards.  The adoption of new accounting standards could affect the Corporations income statement, balance sheet, statement of cash flows or statement of changes in shareholders equity. New standards
could cause reported amounts to increase or decrease or impact the comparability of current and prior period results.



Corporate and personal customers bankruptcies.  An increase in corporate and personal customers bankruptcies can
require higher credit loss provisions and higher charges against the credit loss reserve negatively impacting net income and various capital ratios.



30



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##### Table of Contents



Cautionary Statement
(continued)

---



Operational risk.  Operational risk is the risk of (direct or indirect) loss resulting from inadequate or failed internal processes, people and systems, or from external events. It is the potential for loss
that arises from problems with operating processes, human error or omission, breaches in internal controls, fraud or unforeseen catastrophes.



Inflation.  Inflation, disinflation or deflation can impact a variety of economic measures and market values that are important to
the Corporations financial performance including interest rates, equity and fixed-income market values, the Corporations expense levels and prices for the Corporations products and services.



Levels of tax free income.  The level of the
Corporations tax-exempt income can affect the Corporations effective tax rate.



Technological change.  Technology is a very important component of many of the Corporations products and services as well as being critically important to the
Corporations internal operating processes. A faster rate of technological change can require the Corporation to invest more in technology to remain competitive and thus lead to higher expenses. On the other hand, technological change creates
the opportunity for product differentiation and higher revenues as well as reduced costs. There is a risk to the Corporation if its competitors are able to use technology to develop more marketable products and/or services at lower prices than the
Corporation can offer.



Success in the timely development
of new products and services.  The Corporation operates in a highly competitive environment in all of the markets it serves. The timely development of new products and services can represent a competitive advantage leading to
increased revenues while the inability to do so can have the opposite effect.



Competitive product and pricing pressures within the Corporations markets.  Competitive product and pricing pressures can affect the Corporations ability to sell its products and services and can
impact the prices the Corporation is able to charge. Demand for the Corporations products and services, price levels and activities of competitors will affect the Corporations revenues.



Consumer spending and saving habits.  The Corporation
benefits from the savings of consumers that are invested in mutual funds, defined contribution plans and other products offered or serviced by the Corporation. Changes in the rate of savings or preferred investment styles may affect the
Corporations revenues.



Interest rate
fluctuations.  Interest rate fluctuations, the levels of market interest rates, the shape of the yield curve, the direction of interest rate changes and fluctuations in the interest rate spreads between different fixed income
investments can affect both the Corporations cost of funds, its net interest revenue and any other revenue that has a sensitivity to interest rates. Interest rate fluctuations can also impact the demand for different investment products
offered by the Corporation. In general, the Corporation attempts to mitigate the effects of either significant increases or decreases in interest rates on its income statement.



Monetary fluctuations.  Changes in monetary and credit conditions and their effect on the economy and
the financial markets may impact the Corporation in a variety of ways.





31



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##### Table of Contents



Cautionary Statement
(continued)

---



Acquisitions and integrations of acquired businesses.  Acquisitions of businesses or lines of business are an active part of the Corporations business strategy and use of excess capital. Any acquisition
presents execution risk. There can be no assurance that the operational or financial performance of an acquired business will be as expected, that any desired synergies will occur or that an acquired business will be successfully assimilated into
the Corporation.



Changes in law.  The
Corporation operates in a highly regulated environment. Many laws and many regulatory agencies, both domestic and foreign, impact its operations. Changes in law could affect the competitive environment in which the Corporation operates, broaden or
narrow the scope of permitted activities of it and its competitors, facilitate or retard consolidation, impose higher costs or operating burdens and challenge the Corporation to adapt quickly and effectively to such changes.



Changes in fiscal, monetary, regulatory, trade and tax polices and
laws.  Changes in these policies and laws could affect the products and services the Corporation offers and therefore its revenues as well as impose additional costs and expenses, such as higher taxes. Also, any significant changes
will challenge the Corporation to adapt quickly and effectively.



Success in gaining regulatory approvals when required.  The Corporation operates in a highly regulated environment, both within and outside the United States. If regulatory approval is required for an
activity, product, service, acquisition or disposition and approval can not be obtained on a timely basis, the Corporation could miss the opportunity and the particular benefits it presented.



The uncertainties inherent in the litigation
process.  At any given time, the Corporation is subject to various pending and threatened legal actions and proceedings. The Corporation evaluates the risks of these actions and proceedings within the context of current judicial
decisions and legislative and regulatory interpretations. A trier of fact, either a judge or jury, could decide a case contrary to the Corporations evaluation of the relevant facts or law, and a court or regulatory agency could act to change
existing law on a particular issue.



The effects of recent
and any further terrorist acts and the results of the war on terrorism.  Terrorist acts could have a significant impact on economic activity and could cause the Corporations customers not to purchase, or delay purchasing, the
Corporations products and services. In addition, the Corporation has in place business continuity and disaster recovery plans. Terrorists acts could, however, cause damage to the Corporations facilities or could cause delays or
disruptions to its operations. The Corporations vendors and counterparties could be similarly affected.



The ability to achieve, and the value of, the revenue enhancements and expense savings anticipated by management.  If the Corporation were not able to achieve the revenue
enhancements or expense savings in the amounts anticipated by management, revenues and expenses could each be adversely affected.



as well as other risks and uncertainties detailed elsewhere or incorporated by reference in this Annual Report on Form 10-K. Such forward-looking
statements speak only as of the date on which such statements are made, and the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events.



32



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SIGNATURE



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Corporation has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.



Mellon Financial CorporationBy:

/s/  Martin G. McGuinnMartin G. McGuinn Chairman and Chief Executive OfficerDATED:  March 14, 2003






Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the
Corporation and in the capacities and on the date indicated.





|Signature                                                                                                                                                                                                                                                                   |  |                              |  | Capacities
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- |  | ----------
|                                                                                                                                                                                                                                                                           
|By:                                                                                                                                                                                                                                                                         |  | /s/  Martin G. McGuinn       |  |           
|                                                                                                                                                                                                                                                                            |  | Martin G. McGuinn            |  |           
|                                                                                                                                                                                                                                                                           
|By:                                                                                                                                                                                                                                                                         |  | /s/  Michael A. Bryson       |  |           
|                                                                                                                                                                                                                                                                            |  | Michael A. Bryson            |  |           
|                                                                                                                                                                                                                                                                           
|By:                                                                                                                                                                                                                                                                         |  | /s/  Michael K. Hughey       |  |           
|                                                                                                                                                                                                                                                                            |  | Michael K. Hughey            |  |           
|                                                                                                                                                                                                                                                                           
|Burton C. Borgelt; Carol R. Brown; Jared L. Cohon; J. W. Connolly; Steven G. Elliott; Ira J. Gumberg; Edward J. McAniff; Robert Mehrabian; Seward Prosser Mellon; Mark A. Nordenberg; David S. Shapira; William E. Strickland Jr.; Joab L. Thomas; and Wesley W. von Schack |  |                              |  | Directors 
|                                                                                                                                                                                                                                                                           
|By:                                                                                                                                                                                                                                                                         |  | /s/  Carl
Krasik             |  |           
|                                                                                                                                                                                                                                                                            |  | Carl Krasik Attorney-in-fact |  |           



33



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##### Table of Contents



CERTIFICATION



I, Martin G. McGuinn,
certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Mellon Financial Corporation;
|-- |  | --------------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date:  March 14, 2003



|                                                          
|----------------------------------------------------------
|/s/ Martin G. McGuinn                                     
|Name:  Martin G. McGuinn Title:    Chief Executive Officer



34



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##### Table of Contents



CERTIFICATION



I, Michael A. Bryson,
certify that:



|1. |  | I have reviewed this annual report on Form 10-K of Mellon Financial Corporation;
|-- |  | --------------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date: March 14, 2003



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



35



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##### Table of Contents



Index to
Exhibits



|Exhibit No. |     |  | Description                                                                                                                                                                                       |  | Method of Filing                                                                                                                                              
|----------- | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |     |  | Restated Articles of Incorporation of Mellon Financial Corporation, as amended and restated as of Sept. 17, 1998, and as
amended Oct. 18, 1999.                                                   |  | Previously filed as Exhibit 3.1 to Quarterly Report on Form 10-Q (File No. 1-7410) for the
quarter ended Sept. 30, 1999, and incorporated herein by reference.
|           
|3.2         |     |  | By-Laws of Mellon Financial Corporation, as amended, effective Oct. 19, 1999.                                                                                                                     |  | Previously filed as Exhibit 3.2 to Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter ended Sept. 30, 1999,
and incorporated herein by reference.
|           
|4.1         |     |  | Instruments defining the rights of securities holders.                                                                                                                                            |  | See Exhibits 3.1 and 3.2 above.                                                                                                                               
|           
|4.2         |     |  | Shareholder Protection Rights Agreement, dated as of Oct. 15, 1996, between Mellon Financial Corporation and Mellon Bank,
N.A., as Rights Agent, and as amended and restated as of Oct. 19, 1999. |  | Previously filed as Exhibit 1 to Form 8-A/A Registration Statement (File No. 1-7410) dated Oct. 19, 1999, and
incorporated herein by reference.               
|           
|4.3         |     |  | Junior Subordinated Indenture, dated as of Dec. 3, 1996, between Mellon Financial Corporation and JPMorgan Chase Bank, as
Debenture Trustee.                                                      |  | Previously filed as Exhibit 4.1 to Current Report on Form 8-K (File No. 1-7410) dated Dec. 3, 1996, and incorporated
herein by reference.                     
|           
|4.4         | (a) |  | Certificate representing the 7.72% Junior Subordinated Deferrable Interest Debentures, Series A, of Mellon Financial
Corporation.                                                                 |  | Previously filed as Exhibit 4.2 to Current Report on Form 8-K (File No. 1-7410) dated Dec. 3, 1996, and incorporated herein by
reference.                     
|           
|4.4         | (b) |  | Certificate representing the 7.995% Junior Subordinated Deferrable Interest Debentures, Series B, of Mellon Financial
Corporation.                                                                |  | Previously filed as Exhibit 4.2 to Current Report on Form 8-K (File No. 1-7410) datedDec. 20, 1996,
andincorporated herein by reference.                      



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##### Table of Contents



Index to
Exhibits (continued)



|Exhibit No. |     |  | Description                                                                                                                                                                                                                                                                                            |  | Method of Filing                                                                                                                                        
|----------- | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|4.5         | (a) |  | Amended and Restated Trust Agreement, dated as of Dec. 3, 1996, of Mellon Capital I, among Mellon Financial Corporation,
as Depositor, JPMorgan Chase Bank, as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee, and the Administrative Trustees named therein.   |  | Previously filed as Exhibit 4.3 to Current Report on Form 8-K (File No. 1-7410) datedDec. 3, 1996, and
incorporated herein by reference.                
|           
|4.5         | (b) |  | Amended and Restated Trust Agreement, dated as of Dec. 20, 1996, of Mellon Capital II, among Mellon Financial
Corporation, as Depositor, JPMorgan Chase Bank, as Property Trustee, Chase Manhattan Bank USA, National Association, as Delaware Trustee, and the Administrative Trustees named therein. |  | Previously filed as Exhibit 4.3 to Current Report on Form 8-K (File No. 1-7410) datedDec. 20, 1996,
andincorporated herein by reference.                
|           
|4.6         | (a) |  | Certificate representing the 7.72% Capital Securities, Series A, of Mellon Capital I.                                                                                                                                                                                                                  |  | Previously filed as Exhibit 4.4 to Current Report on Form 8-K (File No. 1-7410) dated Dec. 3, 1996, and incorporated
herein by reference.               
|           
|4.6         | (b) |  | Certificate representing the 7.995% Capital Securities, Series B, of Mellon Capital II.                                                                                                                                                                                                                |  | Previously filed as Exhibit 4.4 to Current Report on Form 8-K (File No. 1-7410) dated Dec. 20, 1996, and incorporated
herein by reference.              
|           
|4.7         | (a) |  | Guarantee Agreement, dated as of Dec. 3, 1996, between Mellon Financial Corporation, as guarantor, and JPMorgan Chase
Bank, as Guarantee Trustee.                                                                                                                                                      |  | Previously filed as Exhibit 4.5 to Current Report on Form 8-K (File No. 1-7410) datedDec. 3, 1996, and incorporated
herein by reference.                
|           
|4.7         | (b) |  | Guarantee Agreement, dated as of Dec. 20, 1996, between Mellon Financial Corporation, as Guarantor, and JPMorgan Chase
Bank, as Guarantee Trustee.                                                                                                                                                     |  | Previously filed as Exhibit 4.5 to Current Report on Form 8-K (File No. 1-7410) datedDec. 20, 1996, and incorporated
herein by reference.               
|           
|10.1        |     |  | Lease dated as of Feb. 1, 1983, between 500 Grant Street Associates Limited Partnership and Mellon Bank, N.A. with
respect to One Mellon Center.                                                                                                                                                       |  | Previously filed as Exhibit 10.4 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 1992, and
incorporated herein by reference.



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##### Table of Contents



Index to
Exhibits (continued)



|Exhibit No. |   |  | Description                                                                                                                                                |  | Method of Filing                                                                                                                                               
|----------- | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2        |   |  | First Amendment to Lease Agreement dated as of Nov. 1, 1983, between 500 Grant Street Associates Limited Partnership and
Mellon Bank, N.A.                 |  | Previously filed as Exhibit 10.1 to Registration Statement on Form S-15 (Registration No. 2-88266) and incorporated herein by reference.                       
|           
|10.3        |   |  | Purchase of Assets and Liability Assumption Agreement by and between Mellon Financial Corporation and Citizens Financial
Group, Inc., as of July 16, 2001. |  | Previously filed as Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter ended Sept. 30,
2001, and incorporated herein by reference.
|           
|10.4        |   |  | Omnibus Side Letter dated Dec. 1, 2001, between Citizens Financial Group, Inc. and Mellon Financial Corporation.                                           |  | Previously filed as Exhibit 2.2 to Current Report on Form 8-K (File No. 1-7410) dated Dec. 1, 2001, and incorporated
herein by reference.                      
|           
|10.5        |   |  | Amended and Restated Non-Compete Subsections dated Dec. 1, 2001, between Citizens Financial Group, Inc. and Mellon
Financial Corporation.                  |  | Previously filed as Exhibit 2.3 to Current Report on Form 8-K (File No. 1-7410) dated Dec. 1, 2001, and incorporated
herein by reference.                      
|           
|10.6        | * |  | Mellon Financial Corporation Profit Bonus Plan, as amended.                                                                                                |  | Previously filed as Exhibit 10.7 to Annual Report on Form 10-K (File No. l-7410) for the year ended Dec. 31, 1990, andincorporated herein by reference.        
|           
|10.7        | * |  | Mellon Financial Corporation Long-Term Profit Incentive Plan (1996), as amended, effective April 18, 2000.                                                 |  | Previously filed as Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter ended June 30, 2000,
andincorporated herein by reference.  
|           
|10.8        | * |  | Mellon Financial Corporation Stock Option Plan for Outside Directors (2001), effective Feb. 20, 2001.                                                      |  | Previously filed as Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter ended June 30, 2001,
andincorporated herein by reference.  



|* |  | Management contract or compensatory plan arrangement.
|- |  | -----------------------------------------------------



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##### Table of Contents



Index to
Exhibits (continued)



|Exhibit No. |   |  | Description                                                                                                                                                |  | Method of Filing                                                                                                                                               
|----------- | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9        | * |  | Mellon Financial Corporation 1990 Elective Deferred Compensation Plan for Directors and Members of the Advisory Board, as
amended, effective Jan. 1, 2002. |  | Previously filed as Exhibit 10.9 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 2001, and
incorporated herein by reference.       
|           
|10.10       | * |  | Mellon Financial Corporation Elective Deferred Compensation Plan for Senior Officers, as amended, effective Jan. 1,
2002.                                  |  | Previously filed as Exhibit 10.10 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 2001, and
incorporated herein by reference.      
|           
|10.11       | * |  | Mellon Bank IRC Section 401(a)(17) Plan, as amended, effective Sept. 15, 1998.                                                                             |  | Previously filed as Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter
ended Sept. 30, 1998, and incorporated herein by reference.
|           
|10.12       | * |  | Mellon Bank Optional Life Insurance Plan, as amended, effective Jan. 15, 1999.                                                                             |  | Previously filed as Exhibit 10.9 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 1998, and
incorporated herein by reference.       
|           
|10.13       | * |  | Mellon Bank Executive Life Insurance Plan, as amended, effective Jan. 15, 1999.                                                                            |  | Previously filed as Exhibit 10.10 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 1998, and
incorporated herein by reference.      
|           
|10.14       | * |  | Mellon Bank Senior Executive Life Insurance Plan, as amended, effective Jan. 15, 1999.                                                                     |  | Previously filed as Exhibit 10.11 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 1998, and
incorporated herein by reference.      
|           
|10.15       | * |  | Employment Agreement between Mellon Financial Corporation and Martin G. McGuinn, effective as of Feb. 1,
2001.                                             |  | Previously filed as Exhibit 10.16 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 2000, and
incorporated herein by reference.      



|* |  | Management contract or compensatory plan arrangement.
|- |  | -----------------------------------------------------



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##### Table of Contents



Index to
Exhibits (continued)



|Exhibit No. |     |  | Description                                                                                                                        |  | Method of Filing                                                                                                                                              
|----------- | --- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16       | *   |  | Employment Agreement between Mellon Financial Corporation and Steven G. Elliott, effective as of Feb. 1, 2001.                     |  | Previously filed as Exhibit 10.18 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 2000, and
incorporated herein by reference.     
|           
|10.17       | *   |  | Employment Agreement between Mellon Financial Corporation and Stephen E. Canter, effective as of Jan. 1,
2003.                     |  | Filed herewith.                                                                                                                                               
|           
|10.18       | *   |  | Employment Agreement between Mellon Financial Corporation and David F. Lamere, effective as of Jan. 1,
2003.                       |  | Filed herewith.                                                                                                                                               
|           
|10.19       | *   |  | Employment Agreement between Mellon Financial Corporation and Ronald P. OHanley, effective as of Jan. 1,
2003.                    |  | Filed herewith.                                                                                                                                               
|           
|10.20       | *   |  | Form of Change in Control Severance Agreement between Mellon Financial Corporation and members of the Executive
Management Group.  |  | Previously filed as Exhibit 10.19 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 2000, and
incorporated herein by reference.     
|           
|10.21       | *   |  | Form of Change in Control Severance Agreement between Mellon Financial Corporation and members of the Senior Management
Committee. |  | Previously filed as Exhibit 10.20 to Annual Report on Form 10-K (File No. 1-7410) for the year ended Dec. 31, 2000, and
incorporated herein by reference.     
|           
|10.22       | **  |  | Mellon Financial Corporation ShareSuccess Plan, as amended, effective May 21, 2002.                                                |  | Previously filed as Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 1-7410) for the quarter ended June 30, 2002, and incorporated herein by reference.
|           
|10.23       | *** |  | Mellon Financial Corporation 401(k) Retirement Savings Plan, as amended through July 1, 2002.                                      |  | Filed herewith.                                                                                                                                               



|* |  | Management contract or compensatory plan arrangement.
|- |  | -----------------------------------------------------

|** |  | Non-shareholder approved compensatory plan pursuant to which the Corporations Common Stock may be issued to employees of the Corporation. No executive officers
or directors of the Corporation are permitted to participate in this plan.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** |  | Non-shareholder approved compensatory plan pursuant to which the Corporations Common Stock may be issued to employees of the Corporation. Executive officers of
the Corporation are permitted to participate in this plan.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents



Index to
Exhibits (continued)



|Exhibit No. |  | Description                                                                                                                                                                                                                                                                             |  | Method of Filing                                    
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------
|           
|11.1        |  | Computation of Basic and Diluted Net Income Per Common Share.                                                                                                                                                                                                                           |  | Filed herewith as part of Exhibit 13.1 listed below.
|           
|12.1        |  | Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends (Parent Corporation).                                                                                                                                   |  | Filed herewith.                                     
|           
|12.2        |  | Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends (Mellon Financial Corporation and its subsidiaries).                                                                                                    |  | Filed herewith.                                     
|           
|13.1        |  | All portions of the Mellon Financial Corporation 2002 Financial Annual Report to Shareholders that are incorporated
herein by reference. The remaining portions are furnished for the information of the Securities and Exchange Commission and are not filed as part of this filing. |  | Filed herewith.                                     
|           
|21.1        |  | Primary Subsidiaries of the Corporation.                                                                                                                                                                                                                                                |  | Filed herewith.                                     
|           
|23.1        |  | Consent of Independent Accountants.                                                                                                                                                                                                                                                     |  | Filed herewith.                                     
|           
|24.1        |  | Powers of Attorney.                                                                                                                                                                                                                                                                     |  | Filed herewith.                                     
|           
|99.1        |  | Certification of Chief Executive Officer.                                                                                                                                                                                                                                               |  | Filed herewith.                                     
|           
|99.2        |  | Certification of Chief Financial Officer.                                                                                                                                                                                                                                               |  | Filed herewith.                                     
|           
|99.3        |  | Mellon Financial Corporation, Charter of the Audit Committee of the Board of Directors, as amended, effective as of Jan.
1, 2003.                                                                                                                                                       |  | Filed herewith.                                     



Certain instruments,
which define the rights of holders of long-term debt of the Corporation and its subsidiaries, are not filed herewith because the total amount of securities authorized under each of them does not exceed 10% of the total assets of the Corporation and
its subsidiaries on a consolidated basis. The Corporation hereby agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.



41