<PAGE> 1
As filed with the Securities and Exchange Commission on July 21, 1994
Registration No. 33- ________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------
MELLON BANK CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of
incorporation or organization)
25-1233834
(I.R.S. Employer
Identification No.)
ONE MELLON BANK CENTER
500 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15258-0001
(Address of Principal Executive Offices) (Zip Code)
THE DREYFUS CORPORATION 1989 NON-QUALIFIED STOCK OPTION PLAN
THE DREYFUS CORPORATION/MELLON BANK CORPORATION CONVERSION PLAN FOR
DREYFUS BOOK VALUE SHARES AND OPTIONS
(Full title of the plans)
------
JAMES M. GOCKLEY, ESQ.
ASSISTANT GENERAL COUNSEL AND SECRETARY
MELLON BANK CORPORATION
ONE MELLON BANK CENTER
500 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15258-0001
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (412) 234-5222
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price(1) fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.50
per share(2) ..... 1,318,813 shares $35.16 $46,366,105 $15,988.31
=======================================================================================================
<FN>
(1) With respect to 1,233,813 shares issuable under The Dreyfus Corporation
1989 Non-Qualified Stock Option Plan, calculated pursuant to Rule
457(h)(1) upon the basis of the price at which outstanding options may
be exercised. With respect to 85,000 shares issuable under The Dreyfus
Corporation/Mellon Bank Corporation Conversion Plan for Dreyfus Book
Value Shares and Options, calculated pursuant to Rule 457(h)(1) upon the
basis of the average of the high and low sales prices of the Common
Stock, as reported on the New York Stock Exchange on July 14, 1994.
(2) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced
separately from the Common Stock.
</TABLE>
<PAGE> 2
~
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission by Mellon Bank Corporation (the "Corporation") (Commission
File No. 1-7410) pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated in this Registration Statement by reference and made a
part hereof:
(1) The Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993, as amended, filed pursuant to Section
13 of the Exchange Act;
(2) All other reports, including quarterly reports on Form
10-Q and current reports on Form 8-K, filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since December 31, 1993;
(3) The description of the Corporation's Common Stock set
forth in the Corporation's Registration Statement on Form 8-A dated
June 10, 1981, filed pursuant to Section 12(b) of the Exchange Act,
including all reports updating such description; and
(4) The description of the rights set forth in the
Corporation's Registration Statement on Form 8-A dated August 15,
1989, including all reports updating such description.
Each document or report filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part thereof from the date
of filing of such documents, until the information contained in such document
is superseded or updated by any subsequently filed document which is
incorporated by reference in this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock covered by this Registration Statement
will be passed upon for the Corporation by James M. Gockley, Esq., Assistant
General Counsel and Secretary of the Corporation, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258. As of July 15, 1994, Mr. Gockley was the
beneficial owner of approximately 1,200 shares of Common Stock of the
Corporation and held options issued by the Corporation pursuant to the
Corporation's Long-Term Profit Incentive Plan (1981) covering an additional
5,758 shares of such Common Stock.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Articles of Incorporation, as amended, of the Corporation
(the "Articles") provide that, except as prohibited by law, every director and
officer of the Corporation shall be entitled as of right to be indemnified by
the Corporation against fees and expenses and any liability paid or incurred by
such person in connection with any actual or threatened claim, action, suit or
proceeding, civil, criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or otherwise, in which such
person may be involved as a party or otherwise (subject to certain limitations
in the case of actions by such person against the Corporation) by reason of
such person being or having been a director or officer of the Corporation or
serving or having served at the request of the Corporation as a director,
officer, fiduciary or other representative of another entity. The Articles
also give to indemnitees the right to have their expenses in defending such
actions paid in advance by the Corporation, subject to any obligation imposed
by law or otherwise to reimburse the Corporation in certain events. The
Corporation has entered into an indemnity agreement (the "Indemnity Agreement")
with each director and certain of its officers which provides a contractual
right to indemnification against such expenses and liabilities (subject to
certain limitations and exceptions) and a contractual right to advancement of
expenses and contains additional provisions regarding determination of
entitlement, defense of claims, rights of contribution and other matters.
The Pennsylvania Business Corporation Law permits a corporation to
indemnify its directors and officers, and to pay their expenses in advance,
subject to certain limitations and exceptions. The specific indemnity
provisions, which are by their terms not intended to be exclusive, are, in
general, not as broad as the provisions of the Articles and the Indemnity
Agreement; however, one provision would preclude indemnification in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness,
and another provision requires that advances of expenses may be made by a
corporation only upon receipt of an undertaking to repay such amount if it
shall ultimately be determined that such person is not entitled to be
indemnified by the corporation.
The Corporation has purchased liability insurance policies covering its
directors and officers to insure against claims arising out of certain alleged
wrongful acts on the part of such directors and officers and against claims
arising out of certain alleged breaches of fiduciary duty under the Employee
Retirement Income Security Act of 1974 on the part of such directors and
officers.
Article Seventh of the Articles and Article Two of the Corporation's
By-Laws, as amended, both adopted by the shareholders of the Corporation at
their annual meeting on April 20, 1987, further provide that, to the fullest
extent that the laws of Pennsylvania, as in effect on January 27, 1987 or as
thereafter amended, permit elimination or limitation of the liability of
directors, no director of the Corporation shall be personally liable for
monetary damages as such for any action taken, or any failure to take any
action, as a director. The Pennsylvania Business Corporation Law provides that
whenever the by-laws of a corporation by a vote of the shareholders so provide,
a director shall not be personally liable for monetary damages as such for any
action taken, or failure to take any action, unless (i) the director has
breached or failed to perform the duties of his office under the standard of
care and justifiable reliance specified in such act and (ii) the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness. These provisions do not apply to (i) responsibility or liability
of a director pursuant to any criminal statute or (ii) the liability of a
director for payment of taxes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-2
<PAGE> 4
ITEM 8. EXHIBITS.
An Exhibit Index, containing a list of all exhibits filed with this
registration statement, is included on page II-6.
ITEM 9. UNDERTAKINGS.
(A) RULE 415 OFFERING.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 5
(H) FILING OF REGISTRATION STATEMENT ON FORM S-8.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE> 6
SIGNATURES
MELLON BANK CORPORATION
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, MELLON
BANK CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, COMMONWEALTH OF PENNSYLVANIA, ON
THE 19TH DAY OF JULY, 1994.
MELLON BANK CORPORATION
BY: FRANK V. CAHOUET
---------------------------
Frank V. Cahouet
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 19TH DAY OF JULY, 1994.
STEVEN G. ELLIOTT
---------------------------
Steven G. Elliott
PRINCIPAL FINANCIAL OFFICER
AND PRINCIPAL ACCOUNTING
OFFICER
BURTON C. BORGELT, Director; CAROL R. BROWN, Director; FRANK V. CAHOUET,
Director and Principal Executive Officer; J. W. CONNOLLY, Director; CHARLES A.
CORRY, Director; C. FREDERICK FETTEROLF, Director; IRA J. GUMBERG, Director;
PEMBERTON HUTCHINSON, Director; ROTAN E. LEE, Director; ANDREW W. MATHIESON,
Director; ROBERT MEHRABIAN, Director; SEWARD PROSSER MELLON, Director; DAVID S.
SHAPIRA, Director; H. ROBERT SHARBAUGH, Director; W. KEITH SMITH, Director;
JOAB L. THOMAS, Director; WESLEY W. von SCHACK, Director; WILLIAM J. YOUNG,
Director.
BY: JAMES M. GOCKLEY
---------------------------
James M. Gockley,
ATTORNEY-IN-FACT
II-5
<PAGE> 7
MELLON BANK CORPORATION
THE DREYFUS CORPORATION 1989 NON-QUALIFIED STOCK OPTION PLAN
THE DREYFUS CORPORATION/MELLON BANK CORPORATION CONVERSION PLAN FOR
DREYFUS BOOK VALUE SHARES AND OPTIONS
______
REGISTRATION STATEMENT ON FORM S-8
______
EXHIBIT INDEX
(PURSUANT TO ITEM 601 OF REGULATION S-K)
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION AND METHOD OF FILING
- ------- --------------------------------
<S> <C>
4.1 Article Fifth of Mellon Bank Corporation's Restated Articles of
Incorporation, as amended, relating to the Common Stock, par value
$0.50, previously filed as Exhibit 3.1 to Quarterly Report on Form
10-Q for the quarter ended September 30, 1993, and incorporated
herein by reference.
4.2 Statement affecting Series B Preferred Stock, $1.00 Par Value,
previously filed as Exhibit 3.2 on Form 10-K for the year ended
December 31, 1993, and incorporated herein by reference.
4.3 Mellon Bank Corporation's Shareholder Protection rights Agreement
and Form of Rights Certificate, previously filed as Exhibit 1 to
Form 8-A Registration Statement dated August 15, 1989, and
incorporated herein by reference.
5.1 Opinion of James M. Gockley, Esq. as to the legality of the shares
of Common Stock being registered, filed herewith.
23.1 Consent of James M. Gockley, Esq. (included in Exhibit 5.1 filed
herewith).
23.2 Consent of KPMG Peat Marwick, filed herewith.
24.1 Powers of Attorney, filed herewith.
</TABLE>
II-6
<PAGE> 1
EX- 5.1
and
EX-23.1
<LOGO>
MELLON BANK CORPORATION Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, PA 15258-0001
412-234-5222
JAMES M. GOCKLEY
Assistant General Counsel
and Secretary
July 20, 1994
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
RE: Mellon Bank Corporation
The Dreyfus Corporation 1989 Non-Qualified Stock Option Plan and
The Dreyfus Corporation/Mellon Bank Corporation Conversion Plan
for Dreyfus Book Value Shares and Options
Registration Statement on Form S-8
Gentlemen:
I am Assistant General Counsel of Mellon Bank Corporation, a Pennsylvania
Corporation (the "Corporation"), and, in that capacity have acted as counsel
for the Corporation in connection with (i) the proposed issuance by the
Corporation from time to time of up to 1,318,813 additional shares of its
Common Stock, par value $.50 per share (the "Common Stock"), under The Dreyfus
Corporation 1989 Non-Qualified Stock Option Plan and The Dreyfus
Corporation/Mellon Bank Corporation Conversion Plan for Dreyfus Book Value
Shares and Options (collectively, the "Plans"), (ii) the preparation of the
documents that will constitute the Section 10(a) prospectus for each of the
Plans within the meaning of Rule 428(a)(1) of the Securities Act of 1933
and (iii) the preparation of the Corporation's Registration Statement on Form
S-8 with respect to the Common Stock (the "Registration Statement"), to be
filed with the Securities and Exchange Commission and with which this opinion
is to be filed as an Exhibit. This opinion is being furnished pursuant to the
requirements of Form S-8 and Item 601 of Regulation S-K under the Securities
Act of 1933, as amended (the "Act").
<PAGE> 2
<LOGO>
Mellon Bank Corporation
July 20, 1994
Page Two
In furnishing this opinion, I, or attorneys under my supervision, have
examined the Registration Statement, the prospectus for each of the Plans
and such other documents, legal opinions and precedents, corporate and other
records of the Corporation and its subsidiaries and certificates of public
officials and officers of the Corporation as I have deemed necessary or
appropriate to provide a basis for the opinions set forth below. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as certified or photostatic copies.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is validly existing as a
corporation under the laws of the Commonwealth of Pennsylvania;
2. The Registration Statement has been duly authorized by all necessary
corporate action of the Corporation; and
3. The shares of Common Stock when issued and delivered as contemplated by
the Plans and the Registration Statement, will be duy authorized, validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. By giving such consent, I do not thereby admit that I
am within the category of persons whose consents are required under Section 7
of the Act.
Very truly yours,
JAMES M. GOCKLEY
JMG/lmt
448/14-15
<PAGE> 1
EX- 23.2
<LOGO>
PEAT MARWICK
Certified Public Accountants
One Mellon Bank Center Telephone 412 391 9710 Telefax 412 391 8963
Pittsburgh, PA 15219 Telex 7106642199 PMM & CO PGH
Consent of Independent Certified Public Accountants
The Board of Directors
Mellon Bank Corporation:
We consent to the use of our report incorporated herein by reference.
KPMG PEAT MARWICK
Pittsburgh, Pennsylvania
July 20, 1994
<PAGE> 1
EX-24.1
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James M. Gockley and William E. Marquis, and each
of them, such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to execute and file with the
Securities and Exchange Commission one or more registration statement or
statements on Form S-4 or any other appropriate form or forms pursuant to the
Securities Act of 1933, as amended, with respect to the registration of 35
million shares of Mellon Bank Corporation's (the "Corporation") common stock to
be issued pursuant to the Agreement and Plan of Merger dated as of December 5,
1993 among the Corporation, Mellon Bank, N.A., a subsidiary of Mellon Bank, N.A.
and The Dreyfus Corporation; and any and all amendments, including
post-effective amendments and exhibits to such registration statements, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to the securities to which such registration statement
relates, granting unto said attorney-in-fact and agent, and each of them full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as such persons might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent and each of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
WITNESS the due execution hereof by the following persons in the capacities
indicated on this 5th day of December, 1993.
<TABLE>
<S> <C>
FRANK V. CAHOUET
- -------------------------------------------- --------------------------------------------
Frank V. Cahouet, Director and C. Frederick Fetterolf, Director
Chief Executive Officer
BURTON C. BORGELT IRA J. GUMBERG
- -------------------------------------------- --------------------------------------------
Burton C. Borgelt, Director Ira J. Gumberg, Director
PEMBERTON HUTCHINSON
- -------------------------------------------- --------------------------------------------
Carol R. Brown, Director Pemberton Hutchinson, Director
ROTAN E. LEE
- -------------------------------------------- --------------------------------------------
J. W. Connolly, Director Rotan E. Lee, Director
- --------------------------------------------
Charles A. Corry, Director
</TABLE>
<PAGE> 2
<TABLE>
<S> <C>
ANDREW W. MATHIESON W. KEITH SMITH
- -------------------------------------------- --------------------------------------------
Andrew W. Mathieson, Director W. Keith Smith, Director
SEWARD PROSSER MELLON
- -------------------------------------------- --------------------------------------------
Seward Prosser Mellon, Director Joab L. Thomas, Director
DAVID S. SHAPIRA WESLEY W. VON SCHACK
- -------------------------------------------- --------------------------------------------
David S. Shapira, Director Wesley W. von Schack, Director
H. ROBERT SHARBAUGH WILLIAM J. YOUNG
- -------------------------------------------- --------------------------------------------
H. Robert Sharbaugh, Director William J. Young, Director
</TABLE>
<PAGE> 3
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James M. Gockley and William E. Marquis, and each
of them, such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to execute and file with the
Securities and Exchange Commission one or more registration statement or
statements on Form S-4 or any other appropriate form or forms pursuant to the
Securities Act of 1933, as amended, with respect to the registration of 35
million shares of Mellon Bank Corporation's (the "Corporation") common stock to
be issued pursuant to the Agreement and Plan of Merger dated as of December 5,
1993 among the Corporation, Mellon Bank, N.A., a subsidiary of Mellon Bank, N.A.
and The Dreyfus Corporation; and any and all amendments, including
post-effective amendments and exhibits to such registration statements, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to the securities to which such registration statement
relates, granting unto said attorney-in-fact and agent, and each of them full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as such persons might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent and each of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
WITNESS the due execution hereof by the following persons in the capacities
indicated on this 6th day of December, 1993.
<TABLE>
<S> <C>
CAROL R. BROWN CHARLES A. CORRY
- -------------------------------------------- --------------------------------------------
Carol R. Brown, Director Charles A. Corry, Director
C. FREDERICK FETTEROLF JOAB L. THOMAS
- -------------------------------------------- --------------------------------------------
C. Frederick Fetterolf, Director Joab L. Thomas, Director
</TABLE>
<PAGE> 4
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James M. Gockley and William E. Marquis, and each
of them, such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to execute and file with the
Securities and Exchange Commission one or more registration statement or
statements on Form S-4 or any other appropriate form or forms pursuant to the
Securities Act of 1933, as amended, with respect to the registration of 35
million shares of Mellon Bank Corporation's (the "Corporation") common stock to
be issued pursuant to the Agreement and Plan of Merger dated as of December 5,
1993 among the Corporation, Mellon Bank, N.A., a subsidiary of Mellon Bank, N.A.
and The Dreyfus Corporation; and any and all amendments, including
post-effective amendments and exhibits to such registration statements, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to the securities to which such registration statement
relates, granting unto said attorney-in-fact and agent, and each of them full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as such persons might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent and each of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
WITNESS the due execution hereof by the following person in the capacities
indicated on this 14th day of February, 1994.
J. W. CONNOLLY
- --------------------------------------------
J. W. Connolly, Director
<PAGE> 5
POWER OF ATTORNEY
MELLON BANK CORPORATION
Know all men by these presents, that each person whose signature appears
below constitutes and appoints James M. Gockley and William E. Marquis, and each
of them, such person's true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities, to execute and file with the
Securities and Exchange Commission one or more registration statement or
statements on Form S-4 or any other appropriate form or forms pursuant to the
Securities Act of 1933, as amended, with respect to the registration of 35
million shares of Mellon Bank Corporation's (the "Corporation") common stock to
be issued pursuant to the Agreement and Plan of Merger dated as of December 5,
1993 among the Corporation, Mellon Bank, N.A., a subsidiary of Mellon Bank, N.A.
and The Dreyfus Corporation; and any and all amendments, including
post-effective amendments and exhibits to such registration statements, and any
and all applications or other documents to be filed with the Commission or
elsewhere pertaining to the securities to which such registration statement
relates, granting unto said attorney-in-fact and agent, and each of them full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as such persons might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent and each of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
WITNESS the due execution hereof by the following person in the capacities
indicated on this 6th day of June, 1994.
ROBERT MEHRABIAN
- --------------------------------------------
Robert Mehrabian, Director
