<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
COMMISSION FILE NO. 1-7410
MELLON 401(k) RETIREMENT SAVINGS PLAN
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258-0001
(Full title of the Plan and the address of the Plan)
MELLON BANK CORPORATION
One Mellon Bank Center
500 Grant Street
Pittsburgh, PA 15258-0001
(Name of issuer of the securities
held pursuant to the Plan and the
address of its principal executive office)
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Financial Statements and Schedules
December 31, 1996 and 1995
(With Independent Auditors' Report Thereon)
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Index to Financial Statements and Schedules
December 31, 1996 and 1995
Table of Contents
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4 - 18
Schedule 1 - Item 27(a) - Assets Held for Investment Purposes (at the
end of the plan year) 19
Schedule 2 - Item 27(d) - Reportable Transactions - Single Transactions 20
Schedule 3 - Item 27(d) - Reportable Transactions - Series Transactions 21
Note: All other schedules required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, as amended, have been omitted because
there is no information to report.
<PAGE>
Independent Auditors' Report
----------------------------
Corporate Benefits Committee
Mellon Bank Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the Mellon 401(k) Retirement Savings Plan (the Plan) as of December
31, 1996 and 1995, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Mellon
401(k) Retirement Savings Plan as of December 31, 1996 and 1995, and the changes
in net assets available for plan benefits for the years then ended in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules included in
Schedules 1, 2 and 3 are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974, as amended. The schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ KPMG Peat Marwick LLP
June 9, 1997
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Assets
------
Noninterest-bearing cash $ - 1,663,603
Investments, at fair value (notes 3 and 7):
Collective trust funds 1,022,915 261,421,960
Registered investment companies 297,163,102 -
Mellon Bank Corporation common stock 129,996,811 95,060,713
Loans to participants 13,540,195 8,710,727
------------ -----------
Total investments 441,723,023 365,193,400
Contributions receivable:
Employer matching contributions - 776,014
Employer contributions made pursuant
to employee salary reduction agreements 1,322,430 1,290,489
------------ -----------
Total contributions receivable 1,322,430 2,066,503
Interest and dividends receivable 7,597 381,666
Other receivables and pending sales 2,185,514 47,969
Amount due from Plan merger (note 10) 202,461,917 -
------------ -----------
Total assets 647,700,481 369,353,141
Liabilities
-----------
Excess contributions payable to plan
participants (note 5) - 493,154
Other payables and pending purchases
1,931,246 63,149
Net assets available for plan ------------ -----------
benefits (note 8) $645,769,235 368,796,838
------------ -----------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Contributions:
Employer matching contributions $ 11,000,167 10,245,587
Employer contributions made
pursuant to employee salary
reduction agreements 30,329,959 27,039,092
Less excess contributions (note 5) - 493,154
Rollover contributions (note 1) 1,965,970 -
------------ -----------
Total contributions 43,296,096 36,791,525
Investment income:
Dividends from Mellon Bank
Corporation common stock 4,216,819 3,412,870
Net realized gain and unrealized
appreciation on Mellon Bank
Corporation common stock 31,331,515 38,775,675
Collective trust funds income 2,221,970 6,884,207
Net realized gain and unrealized
appreciation on collective trust funds 9,348,974 45,398,591
Registered investment companies income 5,815,318 -
Net realized gain and
unrealized appreciation on registered
investment companies 22,073,687 -
Interest income on loans to participants 1,060,216 992,621
------------ -----------
Total investment income 76,068,499 95,463,964
Participants' withdrawals (44,854,115) (30,003,123)
------------ -----------
Net increase 74,510,480 102,252,366
Net transfers to (from) the Plan (notes 9 and 10) 202,461,917 (9,406,223)
Net assets available for plan benefits (note 8):
Beginning of year 368,796,838 275,950,695
------------ -----------
End of year $645,769,235 368,796,838
------------ -----------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1996 and 1995
(1) Description of the Plan
-----------------------
The following description of the Mellon 401(k) Retirement Savings Plan
(the Plan) provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
The Plan is administered by the Corporate Benefits Committee (the
Committee), all of whose members are appointed by the Board of Directors
of Mellon Bank Corporation (the Corporation). The Committee is the Named
Fiduciary and the Plan Administrator. Administrative costs arising under
the Plan, other than fees charged by the mutual funds, are paid by the
Corporation. The members of the Committee receive no remuneration from the
Plan with respect to their service in such capacity. A separate committee,
the Benefits Investment Committee, has been assigned certain fiduciary
duties with respect to Plan investments. Mellon Bank, N.A. is the Trustee.
The Plan's name changed from the Mellon Bank Corporation Retirement
Savings Plan to the Mellon 401(k) Retirement Savings Plan during 1996.
The Plan is a defined contribution plan established to cover the
employees of substantially all subsidiaries of the Corporation.
Prior to April 1, 1996, participants in the Plan could direct the
investments of salary reduction contributions to any of four collective
trust fund investments: the Income Fund, Bond Fund, Stock Fund and
Balanced Fund. As of April 1, 1996, participants in the Plan have the
option of investing their contributions through salary deferrals to one of
the following mutual funds: Dreyfus Institutional Prime Money Market Fund,
Dreyfus Bond Market Index Fund, Dreyfus Institutional S&P 500 Stock Index
Fund, Dreyfus Disciplined Stock Fund, Dreyfus Premier Small Company Stock
Fund, Warburg-Pincus International Equity Fund, Dreyfus LifeTime
Portfolios, Inc. - Income Portfolio, Dreyfus LifeTime Portfolios, Inc. -
Growth and Income Portfolio and Dreyfus LifeTime Portfolios, Inc. - Growth
Portfolio; or the Dreyfus-Certus Stable Value Fund, which is a collective
trust fund.
The Loan Fund is comprised of loans to participants. The Employer Stock
Fund is maintained exclusively for investment of employer matching
contributions.
(Continued)
4
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
On May 13, 1996, an in-kind transfer of the Plan's investments in the EB
Temporary Investment Fund, EB MBA Government Corporate Index Fund, EB Stock
Index Fund, EB Stock Fund and EB Intermediate Bond Fund (which were the
primary collective trust funds held by the Income, Bond, Stock, and Balanced
Funds, respectively) was completed to the following mutual funds: Dreyfus
Institutional Prime Money Market Fund, Dreyfus LifeTime Portfolios, Inc. -
Growth and Income Portfolio, Dreyfus Institutional S&P 500 Stock Index Fund
and Dreyfus Bond Market Index Fund. The investment balances transferred into
the mutual funds were based on the participant's respective interest in the
Income, Bond, Stock and Balanced Funds. Starting in June 1996, participants
can elect to transfer their investment balances among the mutual funds and
collective trust funds listed in the above paragraph.
The rights of participants to their account balances, which include salary
reduction, employer matching and employer discretionary contributions, are
nonforfeitable immediately upon participation in the Plan. In the event the
Plan is terminated, such account balances shall be distributed to the
participants.
Contributions
-------------
An eligible employee of the Corporation may become a participant in the Plan
following completion of one year of service for the purposes of making
employee salary reduction contributions or upon receipt of an employer
matching or discretionary contribution. Employees hired prior to February 1,
1995, were eligible to participate in the Plan on the date of employment.
Salary reduction contributions may be made at a rate of one to sixteen
percent of the employee's base compensation, less other pre-tax benefits, but
may not exceed the annual dollar limit prescribed by the tax laws ($9,500 in
1996 and $9,240 in 1995). Employees may change the rate of contribution or
discontinue contributions at any time.
Beginning in 1996, participants may roll over amounts representing
distributions from other qualified retirement plans.
Salary reduction contributions and employer matching contributions are
subject to the nondiscrimination requirements imposed under Internal Revenue
Code (IRC) sections 401(k) and 401(m). In addition, special rules imposed by
IRC section 415 limit the amount of contributions that may be allocated to
the accounts of each participant (see note 5).
(Continued)
5
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Semi-monthly, the Corporation makes a matching contribution to the Plan in
an amount equal to fifty percent of the first 6% of each participant's
salary reduction contribution, provided that the matching contribution shall
not exceed $3,000 per year for any individual participant. The Corporation's
matching contributions are made in the Corporation's common stock based upon
fair market value. For this purpose, the fair market value of the stock is
established using the average of the high and low prices of the stock as
reported on the New York Stock Exchange composite stock tape for the last
business day of the period for which the contribution is to be made.
The Corporation is permitted to make discretionary contributions, as
determined and authorized by the Board of Directors. Discretionary
contributions should be allocated to each eligible participant's accounts
and invested in the Employer Stock Fund. There were no discretionary
contributions during the years ended December 31, 1996 and 1995.
Distributions
-------------
Unless the participant elects otherwise, distribution of a participant's
account balance occurs upon termination of employment but begins not later
than the year in which the participant attains age seventy and one-half. The
Plan also permits distributions in the event of the participant's permanent
disability.
Loans to Participants
---------------------
Loans are made available to all requesting participants in amounts up to the
least of $50,000, one-half of the participant's account balance or the
value of the participant's account balance less the current value of their
Employer Stock Fund. Such loans are repaid in periodic installments through
payroll deduction. Loan repayments of both principal and interest are
invested by the Trustee among the available investment funds in the same
proportions as the participant's salary reduction contributions are
invested.
(2) Summary of Significant Accounting Policies
------------------------------------------
Basis of Financial Statements
-----------------------------
The accompanying financial statements have been prepared on the accrual
basis. Amounts payable to participants terminating participation in the Plan
are included as a component of net assets available for plan benefits (note
8). The preparation of the financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions that affect the amounts reported in the financial
statements. Actual results could differ from those estimates.
(Continued)
6
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Investments
-----------
Investments in common stock and investment companies, traded on securities
exchanges, are valued at the last reported sales price of such securities on
the last business day of the Plan year. Investments in collective trust
funds are valued at the net asset value of the respective funds on the last
day of the Plan year.
Purchases and sales of securities are reflected on a trade-date accounting
basis.
In accordance with the policy of stating investments at fair value, changes
in unrealized appreciation or depreciation are reflected in the statements
of changes in net assets available for plan benefits.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis.
(3) Investment Programs
-------------------
Mellon Bank, N.A., a subsidiary of the Corporation, acts as Trustee under a
declaration of trust providing for the establishment, management, investment
and reinvestment of the Plan's assets. The funds listed below were the
investment options for salary reduction contributions as of December 31,
1996. Any of these funds may be invested in short-term debt obligations of
any nature or held in cash pending investment or distribution. The assets
that comprise these funds may be invested in registered investment companies
or collective trust funds.
Registered investment companies:
-------------------------------
(a) Dreyfus Institutional Prime Money Market Fund
---------------------------------------------
The objective of this fund is to invest in high-grade short-term
obligations paying a fixed rate of return and commonly referred to
as money market securities.
(Continued)
7
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(b) Dreyfus Bond Market Index Fund
------------------------------
The objective of this fund is to match the performance of the Lehman
Brothers Government/Corporate Bond Index by investing 80% of the
Fund's assets in U.S. government obligations and fixed-rate
investment grade securities that are included in this benchmark
index. The remaining 20% can be invested in government securities
and corporate securities.
(c) Dreyfus Institutional S&P 500 Stock Index Fund
----------------------------------------------
The objective of this fund is to match the performance of the
Standard & Poor's 500 Composite Index (S&P 500), which is a leading
measure of the value of the nation's largest corporations. The fund
invests in all 500 stocks in the S&P 500 in proportion to their
weighting in the Index.
(d) Dreyfus Disciplined Stock Fund
------------------------------
The objective of this fund is to outperform the S&P 500 on a
consistent basis by investing primarily in equity securities. The
fund typically invests 65% of its assets in equity securities and no
more than 20% of its assets in money market securities.
(e) Dreyfus Premier Small Company Stock Fund
----------------------------------------
The objective of this fund is to consistently outperform the Russell
2500 Stock Index, while maintaining a similar level of risk. This
fund primarily invests in small capitalization stocks that generally
range from $100 million to $1.54 billion in market capitalization.
(f) Warburg-Pincus International Equity Fund
----------------------------------------
The objective of this fund is to create long-term capital
appreciation by investing in international equity securities. The
fund is designed to take advantage of the growth potential of
foreign markets.
(Continued)
8
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(g) Dreyfus LifeTime Portfolios, Inc.
---------------------------------
The following three investment portfolios are provided:
Income Portfolio
----------------
The objective of this fund is to maximize income by investing in
common stock, fixed-income securities and short-term money market
instruments.
Growth and Income Portfolio
---------------------------
The objective of this fund is to seek a combination of growth and
income by investing in both equity securities and fixed-income
securities, with up to 15% of its assets in international
securities.
Growth Portfolio
----------------
The objective of this fund is to create capital appreciation by
investing in both equity securities and fixed-income securities,
with up to 25% of its assets invested in international securities.
Collective trust fund:
---------------------
Dreyfus-Certus Stable Value Fund
--------------------------------
The objective of this fund is to create current income and maintain
stability of principal by investing in investment contracts with
life insurance companies or commercial banks that meet established
credit standards, debt securities backed by the U.S. government or
its agencies and short-term money market instruments.
All salary reduction contributions are invested at the direction of the
participant in one or more of the established funds or in any common,
collective or investment company fund selected by the Benefit Investment
Committee having a stated investment purpose consistent with the purposes of
any of the investment funds under the Plan. However, no salary reduction
contributions may be invested in the Employer Stock Fund.
(Continued)
9
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Employer matching and discretionary contributions, if any, are invested in
the Corporation's common stock and held in the Employer Stock Fund.
The Loan Fund represents a separate fund that is administered by the
Trustee in connection with loans to participants of the Plan. Participants
may borrow from their accounts a portion of their account balance. The
amount of each loan is transferred from one or more of the investment funds
in the same proportion that the participant's interest in such funds bears
to the participant's aggregate interest in all such investment funds.
(4) Federal Income Taxes
--------------------
The Internal Revenue Service (IRS) issued its latest determination on May
11, 1993, which stated that the Plan is qualified under section 401(a) of
the Internal Revenue Code (the Code), and the related trust is exempt from
tax under section 501(a) of the Code. The Plan and its underlying trust
have since been amended and restated to conform with current tax law
changes. In the opinion of the Plan Administrator, the Plan and the
related trust have operated in accordance with the terms of the Plan and
in conformity with the applicable provisions of the Code. Accordingly, the
accompanying financial statements do not include a provision for federal
income taxes.
(5) Distribution of Corrective Contributions
----------------------------------------
It is the Corporation's intention to operate the Plan in accordance with
the requirements of Code sections 401(k) and 401(m) which outline the
application of the nondiscrimination test to salary reduction and employer
matching contributions. The Plan passed the test without needing corrective
distributions in 1996, but in 1995 corrective distributions (representing
excess contributions and associated earnings) of $493,154 were required to
be distributed to certain highly compensated employees for the Plan to
pass the test.
(Continued)
10
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(6) Fund Information
----------------
<TABLE>
<CAPTION>
1996
----------------------------------------------------------------------------------------------------
Fund information
----------------------------------------------------------------------------------------------------
Participant directed
---------------------------------------------------------------------------------------------------
Dreyfus Warburg-Pincus Dreyfus
Dreyfus- Dreyfus Premier Small International Institutional
Loan Certus Stable Disciplined Company Equity Prime Money
Assets Total Fund Value Fund Stock Fund Fund Fund Market Fund
------ ----- ----- ----------- ----------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value
(notes 3 and 7):
Collective trust funds $ 1,022,915 716 1,017,794 - - - 396
Registered investment
companies 297,163,102 - - 26,185,643 12,994,210 8,349,944 52,947,521
Mellon Bank Corporation
common stock 129,996,811 - - - - - -
Loans to participants 13,540,195 13,540,195 - - - - -
------------ ---------- ------------- ---------- ---------- --------- ----------
Total investments 441,723,023 13,540,911 1,017,794 26,185,643 12,994,210 8,349,944 52,947,917
Contributions receivable:
Employer matching
contributions - - - - - - -
Employer contributions made
pursuant to employee salary
reduction agreements 1,322,430 - 9,750 253,167 184,423 117,800 202,210
------------ ---------- ------------- ---------- ---------- --------- ----------
Total contributions
receivable 1,322,430 - 9,750 253,167 184,423 117,800 202,210
Interest and dividends
receivable 7,597 - - - - - -
Other receivables and pending
sales 2,185,514 - - - - - -
Net interfund transfer
receivable/payable - - 46,662 315,312 198,508 197,131 353,014
Amount due from Plan merger
(note 10) 202,461,917 - - 18,019,641 - - 35,589,558
------------ ---------- ------------- ---------- ---------- --------- ----------
Total assets 647,700,481 13,540,911 1,074,206 44,773,763 13,377,141 8,664,875 89,092,699
Liabilities
-----------
Other payables and pending
purchases 1,931,246 - - 545,596 372,197 305,331 380,116
Net assets available for ------------ ---------- ------------- ---------- ---------- --------- ----------
plan benefits (note 8) $645,769,235 13,540,911 1,074,206 44,228,167 13,004,944 8,359,544 88,712,583
============ ========== ============= ========== ========== ========= ==========
<CAPTION>
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Non-participant
directed
------------------------------------------------------------ ---------------
Dreyfus Dreyfus
Dreyfus Dreyfus LifeTime S&P 500 Dreyfus
LifeTime LifeTime Growth and Stock Bond Market Employer
Growth Fund Income Fund Income Fund Index Fund Index Fund Stock Fund
----------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value (notes 3 and 7):
Collective trust funds - - - 781 2,484 744
Registered investment companies 6,873,014 1,334,467 68,560,039 102,814,045 17,104,219 -
Mellon Bank Corporation
common stock - - - - - 129,996,811
Loans to participants - - - - - -
--------- --------- ---------- ----------- ---------- -----------
Total investments 6,873,014 1,334,467 68,560,039 102,814,826 17,106,703 129,997,555
Contributions receivable:
Employer matching contributions - - - - - -
Employer contributions made
pursuant to employee salary
reduction agreements 103,041 18,866 126,250 259,494 47,429 -
--------- --------- ---------- ----------- ---------- -----------
Total contributions receivable 103,041 18,866 126,250 259,494 47,429 -
Interest and dividends receivable - - - - - 7,597
Other receivables and pending sales - - 249,957 - - 1,935,557
Net interfund transfer receivable/payable 25,395 72,306 78,529 206,004 139,913 (1,632,774)
Amount due from Plan merger (note 10) - - - 3,457,296 2,180,604 143,214,818
--------- --------- ---------- ----------- ---------- -----------
Total assets 7,001,450 1,425,639 69,014,775 106,737,620 19,474,649 273,522,753
Liabilities
-----------
Other payables and pending purchases 96,323 91,405 - 66,506 73,772 -
--------- --------- ---------- ----------- ---------- -----------
Net assets available for
plan benefits (note 8) 6,905,127 1,334,234 69,014,775 106,671,114 19,400,877 273,522,753
========= ========= ========== =========== ========== ===========
</TABLE>
11
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------------------------------------
Fund information
----------------------------------------------------------------------------------------------------
Non-participant
Participant directed directed
-------------------------------------------------------- ---------------
Income Bond Stock Balanced Loan Employer
Assets Total Fund Fund Fund Fund Fund Stock Fund
------ ----- ------ ----- ------ --------- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-interest bearing cash $ 1,663,603 (296,954) (62,166) 1,117,637 910,118 - (5,032)
Investments, at fair value
(notes 3 and 7):
Collective trust funds 261,421,960 60,762,619 19,005,657 98,486,105 83,125,538 - 42,041
Mellon Bank
Corporation common stock 95,060,713 - - - - - 95,060,713
Loans to participants 8,710,727 - - - - 8,710,727 -
------------ ---------- ---------- ----------- ---------- --------- ----------
Total investments 365,193,400 60,762,619 19,005,657 98,486,105 83,125,538 8,710,727 95,102,754
Contributions receivable:
Employer matching contributions 776,014 - - - - - 776,014
Employer contributions made
pursuant to employee salary
reduction agreements 1,290,489 162,770 80,063 441,828 347,291 258,537 -
------------ ---------- ---------- ----------- ---------- --------- ----------
Total contributions receivable 2,066,503 162,770 80,063 441,828 347,291 258,537 776,014
Interest and dividends receivable 381,666 56,149 543 2,887 223,150 87,087 11,850
Other receivable 47,969 - 44,236 3,733 - - -
------------ ---------- ---------- ----------- ---------- --------- ----------
Total assets 369,353,141 60,684,584 19,068,333 100,052,190 84,606,097 9,056,351 95,885,586
Liabilities
-----------
Excess contributions payable to plan
participants (note 5) 493,154 41,921 33,071 189,388 113,190 - 115,584
Other payable 63,149 49,539 - - 3,966 - 9,644
------------ ---------- ---------- ----------- ---------- --------- ----------
Net assets available for plan
benefits (note 8) $368,796,838 60,593,124 19,035,262 99,862,802 84,488,941 9,056,351 95,760,358
============ ========== ========== =========== ========== ========= ==========
(Continued)
</TABLE>
12
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
<TABLE>
<CAPTION>
1996
-------------------------------------------------------------------------
Fund information
-------------------------------------------------------------------------
Participant directed
-------------------------------------------------------------------------
Income Bond Stock Balanced
Total Fund Fund Fund Fund
----- ------ ---- ----- --------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer matching $ 11,000,167 - - - -
contributions
Employer contributions
made pursuant to
employee salary 30,329,959 1,026,680 520,726 3,142,652 2,300,339
reduction agreements
Rollover contributions 1,965,970 - - - -
(note 1) ------------ ----------- ----------- ------------ -----------
Total contributions 43,296,096 1,026,680 520,726 3,142,652 2,300,339
Investment income:
Dividends from Mellon
Bank Corporation 4,216,819 - - - -
common stock
Net realized gain and
unrealized appreciation
on Mellon Bank 31,331,515 - - - -
Corporation common stock
Collective trust funds 2,221,970 1,193,523 5,413 31,666 970,913
income
Net realized gain (loss)
and unrealized
appreciation
(depreciation) on 9,348,974 - (558,328) 6,527,418 3,379,884
collective trust funds
Registered investment 5,815,318 - - - -
companies income
Net realized gain (loss)
and unrealized 22,073,687 - - - -
appreciation
(depreciation) on
registered investment
companies
Interest income on loans
to participants 1,060,216 - - - -
------------ ----------- ----------- ------------ -----------
Total investment income 76,068,499 1,193,523 (552,915) 6,559,084 4,350,797
Participants' withdrawals (44,854,115) (3,679,374) (1,133,482) (4,395,682) (3,427,410)
Net interfund transfers - (59,133,953) (17,869,591) (105,168,856) (87,712,667)
------------ ----------- ----------- ------------ -----------
Net increase (decrease) 74,510,480 (60,593,124) (19,035,262) (99,862,802) (84,488,941)
Net transfers to the Plan 202,461,917 - - - -
(note 10)
Net assets available for
plan benefits (note 8):
Beginning of year 368,796,838 60,593,124 19,035,262 99,862,802 84,488,941
------------ ----------- ----------- ------------ -----------
End of year $645,769,235 - - - -
============ =========== =========== ============ ===========
<CAPTION>
1996
------------------------------------------------------
Fund information
------------------------------------------------------
Participant directed
------------------------------------------------------
Dreyfus
Dreyfus- Dreyfus Premier Small
Loan Certus Stable Disciplined Company
Fund Value Fund Stock Fund Fund
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Contributions:
Employer matching - - - -
contributions
Employer contributions
made pursuant to
employee salary - 167,138 4,252,868 3,109,640
reduction agreements
Rollover contributions
(note 1) - 28,814 513,079 287,712
----------- --------- ---------- ----------
Total contributions - 195,952 4,765,947 3,397,352
Investment income:
Dividends from Mellon
Bank Corporation - -
common stock
Net realized gain and
unrealized appreciation
on Mellon Bank - - - -
Corporation common stock
Collective trust funds - 19,741 - -
income
Net realized gain (loss)
and unrealized
appreciation
(depreciation) on - - - -
collective trust funds
Registered investment - - 151,848 1,960
companies income
Net realized gain (loss)
and unrealized - - 2,586,997 959,086
appreciation
(depreciation) on
registered investment
companies
Interest income on loans
to participants 1,060,216 - - -
----------- --------- ---------- ----------
Total investment income 1,060,216 19,741 2,738,845 961,046
Participants' withdrawals (1,137,888) (19,754) (62,651) (97,104)
Net interfund transfers 4,562,232 878,267 18,766,385 8,743,650
----------- --------- ---------- ----------
Net increase (decrease) 4,484,560 1,074,206 26,208,526 13,004,944
Net transfers to the Plan - - 18,019,641 -
(note 10)
Net assets available for
plan benefits (note 8):
Beginning of year 9,056,351 - - -
----------- --------- ---------- ----------
End of year 13,540,911 1,074,206 44,228,167 13,004,944
=========== ========= ========== ==========
<CAPTION>
1996
-----------------------------------------------------
Fund information
-----------------------------------------------------
Participant directed
-----------------------------------------------------
Warburg-Pincus Dreyfus Dreyfus Dreyfus
International Institutional LifeTime LifeTime
Equity Prime Money Growth Income
Fund Market Fund Fund Fund
-------------- ------------- --------- ----------
<S> <C> <C> <C> <C>
Contributions:
Employer matching - - - -
contributions
Employer contributions
made pursuant to
employee salary 1,932,668 4,386,854 1,634,317 302,317
reduction agreements
Rollover contributions
(note 1) 168,847 242,515 157,906 57,569
--------- ---------- --------- ---------
Total contributions 2,101,515 4,629,369 1,792,223 359,886
Investment income:
Dividends from Mellon
Bank Corporation - - - -
common stock
Net realized gain and
unrealized appreciation
on Mellon Bank - - - -
Corporation common stock
Collective trust funds - - - -
income
Net realized gain (loss)
and unrealized
appreciation
(depreciation) on - - - -
collective trust funds
Registered investment 170,631 1,807,781 112,600 46,162
companies income
Net realized gain (loss)
and unrealized 81,379 - 449,072 (5,483)
appreciation
(depreciation) on
registered investment
companies
Interest income on loans
to participants - - - -
--------- ---------- --------- ---------
Total investment income 252,010 1,807,781 561,672 40,679
Participants' withdrawals (59,716) (9,234,833) (25,057) (70,162)
Net interfund transfers 6,065,735 55,920,708 4,576,289 1,003,831
--------- ---------- --------- ---------
Net increase (decrease) 8,359,544 53,123,025 6,905,127 1,334,234
Net transfers to the Plan - 35,589,558 - -
(note 10)
Net assets available for
plan benefits (note 8):
Beginning of year - - - -
--------- ---------- --------- ---------
End of year 8,359,544 88,712,583 6,905,127 1,334,234
========= ========== ========= =========
<CAPTION>
1996
-----------------------------------------------------------
Fund information
-----------------------------------------------------------
Non-participant
Participant directed directed
-----------------------------------------------------------
Dreyfus Dreyfus Dreyfus
LifeTime S&P 500 Bond
Growth and Stock Market Employer
Income Fund Index Fund Index Fund Stock Fund
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Contributions:
Employer matching - - - 11,000,167
contributions
Employer contributions
made pursuant to
employee salary 2,136,226 4,578,177 839,357 -
reduction agreements
Rollover contributions
(note 1) 128,658 304,522 76,348 -
---------- ----------- ---------- -----------
Total contributions 2,264,884 4,882,699 915,705 11,000,167
Investment income:
Dividends from Mellon
Bank Corporation - - - 4,216,819
common stock
Net realized gain and
unrealized appreciation
on Mellon Bank - - - 31,331,515
Corporation common stock
Collective trust funds - - - 714
income
Net realized gain (loss)
and unrealized
appreciation
(depreciation) on - - - -
collective trust funds
Registered investment 1,450,765 1,424,896 648,675 -
companies income
Net realized gain (loss)
and unrealized 4,824,237 12,852,261 326,138 -
appreciation
(depreciation) on
registered investment
companies
Interest income on loans
to participants - - - -
---------- ----------- ---------- -----------
Total investment income 6,275,002 14,277,157 974,813 35,549,048
Participants' withdrawals (4,664,003) (5,418,380) (1,206,716) (10,221,903)
Net interfund transfers 65,138,892 89,472,342 16,536,471 (1,779,735)
---------- ----------- ---------- -----------
Net increase (decrease) 69,014,775 103,213,818 17,220,273 34,547,577
Net transfers to the Plan - 3,457,296 2,180,604 143,214,818
(note 10)
Net assets available for
plan benefits (note 8):
Beginning of year - - - 95,760,358
---------- ----------- ---------- -----------
End of year 69,014,775 106,671,114 19,400,877 273,522,753
========== =========== ========== ===========
</TABLE>
13
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------------------------------------
Fund information
------------------------------------------------------------------------------------------------------
Non-participant
Participant directed directed
-------------------------------------------------------- ---------------
Income Bond Stock Balanced Loan Employer
Assets Total Fund Fund Fund Fund Fund Stock Fund
------ ----- ------ ----- ------ --------- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer matching contributions $ 10,245,587 - - - - - 10,245,587
Employer contributions made
pursuant to employee salary
reduction agreements 27,039,092 4,632,857 2,213,166 10,986,510 9,206,559 - -
Less excess contributions
(note 5) 493,154 41,921 33,071 189,388 113,190 - 115,584
------------ ---------- ---------- ---------- ---------- ---------- ----------
Total contributions 36,791,525 4,590,936 2,180,095 10,797,122 9,093,369 - 10,130,003
Investment income:
Dividends from Mellon Bank
Corporation common stock 3,412,870 - - - - - 3,412,870
Net realized gain and
unrealized appreciation
on Mellon Bank Corporation
common stock 38,775,675 - - - - - 38,775,675
Collective trust funds income 6,884,207 3,682,158 32,240 116,165 3,051,635 - 2,009
Net realized gain and unrealized
appreciation collective
trust funds 45,398,591 - 3,039,930 25,730,479 16,628,182 - -
Interest income on loans to
participants 992,621 - - - - 992,621 -
------------ ---------- ---------- ---------- ---------- ---------- ----------
Total investment income 95,463,964 3,682,158 3,072,170 25,846,644 19,679,817 992,621 42,190,554
Participants' withdrawals (30,003,123) (7,045,044) (1,761,160) (7,248,672) (6,878,278) (1,179,089) (5,890,880)
Net interfund transfers - (163,936) (361,552) 2,926,117 (2,516,337) 174,676 (58,968)
------------ ---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) 102,252,366 1,064,114 3,129,553 32,321,211 19,378,571 (11,792) 46,370,709
Net transfers from the
Plan (note 9) (9,406,223) (3,571,803) (937,367) (1,442,405) (1,250,520) - (2,204,128)
Net assets available for
plan benefits (note 8):
Beginning of year 275,950,695 63,100,813 16,843,076 68,983,996 66,360,890 9,068,143 51,593,777
------------ ---------- ---------- ---------- ---------- ---------- ----------
End of year $368,796,838 60,593,124 19,035,262 99,862,802 84,488,941 9,056,351 95,760,358
============ ========== ========== ========== ========== ========== ==========
(Continued)
</TABLE>
14
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(7) Investments
-----------
Investments of each fund as of December 31, 1996, were as follows:
<TABLE>
<CAPTION>
Market value
Number of ---------------------
shares Per
Fund or units Cost unit Total
---- ---------- ---- ------ -----
<S> <C> <C> <C> <C>
EB Temporary Investment Fund 5,121 $ 5,121 $ 1.00 $ 5,121
Dreyfus-Certus Stable Value Fund 1,017,794 1,017,794 1.00 1,017,794
------------ ------------
Total collective trust funds 1,022,915 1,022,915
Dreyfus Institutional Prime
Money Market Fund 52,947,521 52,947,521 1.00 52,947,521*
Dreyfus Bond Market
Index Fund 1,750,688 16,792,844 9.77 17,104,219
Dreyfus Institutional S&P 500
Stock Index Fund 6,462,228 92,057,808 15.91 102,814,045*
Dreyfus Disciplined Stock Fund 991,880 25,253,348 26.40 26,185,643*
Dreyfus Premier Small Company
Stock Fund 833,496 12,595,922 15.59 12,994,210
Warburg-Pincus International
Equity Fund 400,669 8,403,489 20.84 8,349,944
Dreyfus LifeTime Income Fund 104,418 1,374,769 12.78 1,334,467
Dreyfus LifeTime Growth and
Income Fund 4,420,376 65,421,301 15.51 68,560,039*
Dreyfus LifeTime Growth Fund 422,695 6,865,883 16.26 6,873,014
------------ ------------
Total registered
investment companies 281,712,885 297,163,102
Employer Stock Fund:
Mellon Bank Corporation
common stock 1,830,941@ 58,974,441 71.00@ 129,996,811*
Loans to participants N/A 13,540,195 N/A 13,540,195
------------ ------------
Total investments $355,250,436 $441,723,023
------------ ------------
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at the
end of the plan year.
@ In April 1997, the Corporation announced a two-for-one split of the
Corporation's common stock payable in June 1997. The number of shares and
market value per share have not been adjusted to reflect this split.
(Continued)
15
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
Investments of each fund as of December 31, 1995, were as follows:
<TABLE>
<CAPTION>
Market value
Number of --------------------
shares Per
Fund or units Cost unit Total
---- --------- ---- ------ -----
<S> <C> <C> <C> <C>
Income Fund:
EB Temporary Investment 60,762,619 $ 60,762,619 $ 1.00 $ 60,762,619*
Bond Fund:
EB MBA Government
Corporate Bond Index 50,585 17,119,045 368.43 18,636,937*
EB Temporary Investment 368,720 368,720 1.00 368,720
------------ ------------
Total Bond Fund 17,487,765 19,005,657
Stock Fund:
EB Stock Index 171,965 52,470,484 568.59 97,779,255*
EB Temporary Investment 706,850 706,850 1.00 706,850
------------ ------------
Total Stock Fund 53,177,334 98,486,105
Balanced Fund:
EB Intermediate Bond 348,761 17,967,263 53.72 18,738,157*
EB Stock 445,397 39,496,262 135.50 60,352,721*
EB Temporary Investment 4,034,660 4,034,660 1.00 4,034,660
------------ ------------
Total Balanced
Fund 61,498,185 83,125,538
Employer Stock Fund:
EB Temporary Investment 42,041 42,041 1.00 42,041
------------ ------------
Total collective
trust funds 192,967,944 261,421,960
Employer Stock Fund:
Mellon Bank Corporation
common stock 1,768,571 49,416,248 53.75 95,060,713*
Loan Fund:
Loans to participants - 8,710,727 - 8,710,727
------------ ------------
Total investments $251,094,919 $365,193,400
------------ ------------
</TABLE>
* Investments greater than 5% of net assets available for plan benefits at the
end of the plan year.
(Continued)
16
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(8) Reconciliation of Financial Statements and Form 5500
----------------------------------------------------
Benefits payable to withdrawing participants of $1,814,167 in 1996 and
$3,492,698 in 1995 are included as a component of net assets available for
plan benefits in the respective financial statements which differs from the
basis used to prepare the Plan's Form 5500. Accordingly, reconciliations are
presented below for the years ended December 31, 1996 and 1995:
Reconciliation of Net Assets Available for Plan Benefits
--------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
Year Description in Form 5500 Adjustment statements
------ ---------------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
1996 Benefits payable $1,814,167 (1,814,167) -
1995 Benefits payable 3,492,698 (3,492,698) -
</TABLE>
Reconciliation of Changes in Net Assets Available for Plan Benefits
-------------------------------------------------------------------
<TABLE>
<CAPTION>
As reported
As reported in financial
Year Description in Form 5500 Adjustment statements
------ --------------------------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
1996 Participant withdrawals $ 43,175,584 1,678,531 44,854,115
End of year - net assets
available for plan benefits 643,955,068 1,814,167 645,769,235
1995 Participant withdrawals 29,190,556 812,567 30,003,123
End of year - net assets
available for plan benefits 365,304,140 3,492,698 368,796,838
</TABLE>
(Continued)
17
<PAGE>
MELLON 401(k)
RETIREMENT SAVINGS PLAN
Notes to Financial Statements, Continued
(9) Plan Transfers
--------------
Transfer to CMSS Retirement Savings Plan
----------------------------------------
On December 30, 1994, Mellon Financial Services Corporation, a wholly owned
subsidiary of the Corporation, and Chemical Shareholder Services Partner,
Inc., a wholly owned subsidiary of Chemical Banking Corporation, entered
into an agreement to form a joint venture, Chemical Mellon Shareholders
Services (CMSS). Pursuant to this formation agreement, certain employees of
the Corporation were employed by CMSS. As contemplated by this agreement,
$8,667,822 in Plan assets, representing the account balances of these
employees, were transferred during 1995 to a similar plan maintained by
CMSS, the CMSS Retirement Savings Plan, which provides a similiar level of
benefits.
Transfer to the First Data Corporation Incentive Savings Plan
-------------------------------------------------------------
On May 6, 1994, The Boston Company (TBC), a wholly owned subsidiary of the
Corporation, and The Shareholders Services Group (TSSG) entered into a
Transition Agreement as part of a sale of certain businesses by TBC to
TSSG. As required by this agreement, $738,401 in assets of certain
participants in the Plan were transferred during 1995 to a plan sponsored
by TSSG's parent company, the First Data Corporation Incentive Savings
Plan.
(10) Plan Merger
-----------
On August 20, 1996, the Board of Directors of the Corporation resolved that
The Dreyfus Corporation Retirement Profit-Sharing Plan (the Profit-Sharing
Plan), a plan maintained by a subsidiary of the Corporation, be merged with
and into the Mellon 401(k) Retirement Savings Plan with the Plan being the
surviving plan. The merger was effective September 1, 1996, but the merger
of the plan assets did not occur until 1997. Based on this resolution, the
net assets held by the Profit-Sharing Plan as of December 31, 1996, in the
amount of $202,461,917, were due to the Plan. The merger of the plan assets
was completed in June of 1997.
18
<PAGE>
Schedule 1
----------
MELLON 401(k)
RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Item 27(a) - Assets Held for Investment Purposes (at the end of the plan year)
December 31, 1996
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Identity of issue, borrower, Current
lessor or similar party Description of investment Cost value
---------------------------- ------------------------- ---- -------
<S> <C> <C> <C> <C>
Collective trust funds
----------------------
* Mellon Bank Corporation Dreyfus-Certus Stable Value Fund $ 1,017,794 1,017,794
* Mellon Bank, N.A. EB Temporary Investment Fund 5,121 5,121
------------ -----------
Total collective trust funds 1,022,915 1,022,915
Registered investment companies
-------------------------------
* Mellon Bank Corporation Dreyfus LifeTime Growth & Income Portfolio 65,421,301 68,560,039
* Mellon Bank Corporation Dreyfus LifeTime Growth Fund 6,865,883 6,873,014
* Mellon Bank Corporation Dreyfus LifeTime Income Fund 1,374,769 1,334,467
* Mellon Bank Corporation Dreyfus Premier Small Company Stock Fund 12,595,922 12,994,210
* Mellon Bank Corporation Dreyfus Institutional S&P 500 Index Fund 92,057,808 102,814,045
* Mellon Bank Corporation Dreyfus Disciplined Stock Fund 25,253,348 26,185,643
* Mellon Bank Corporation Dreyfus Bond Market Index Fund 16,792,844 17,104,219
* Mellon Bank Corporation Dreyfus Institutional Prime Money Market Fund 52,947,521 52,947,521
* Mellon Bank Corporation Warburg-Pincus International Equity Fund 8,403,489 8,349,944
------------ -----------
Total registered investment companies 281,712,885 297,163,102
Common stock
------------
* Mellon Bank Corporation Mellon Bank Corporation Common Stock 58,974,441 129,996,811
------------ -----------
Total common stock 58,974,441 129,996,811
Loans
-----
* Participant loans Participant loans with various rates of
interest from 9.25% to 13.20% and various
maturity dates through 2006 0(1) 13,540,195
------------ -----------
Total loans 0 13,540,195
------------ -----------
Total investments $341,710,241 441,723,023
============ ===========
</TABLE>
* Party-in-interest
(1) The cost of participant loans is $-0- as indicated in the instructions to
the Form 5500 - Item 27(a).
19
<PAGE>
Schedule 2
----------
MELLON 401(k)
RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Item 27(d) - Reportable Transactions - Single Transactions
Year Ended December 31, 1996
________________________________________________________________________________
Single Transactions Involving an Amount in Excess of Five Percent of the Current
Value of Plan Assets
<TABLE>
<CAPTION>
Column A Column B Column C Column D Column G Column H Column I
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Current value
of asset on
Identity of Purchase Selling Cost of transaction Net
party involved Description of assets price price asset date gain
-------------- --------------------- ----- ----- ----- ---- ----
Mellon Bank Corporation Dreyfus Lifetime Growth & Income
Portfolio $ 46,205,895 N/A $ 46,205,895 $46,205,895 N/A
Mellon Bank Corporation Dreyfus Institutional Prime
Money Market Fund 60,559,141 N/A 60,559,141 60,559,141 N/A
Mellon Bank Corporation Dreyfus Institutional S&P 500
Index Fund 104,745,505 N/A 104,745,505 104,745,505 N/A
Mellon Bank, N.A. - Trust
Department EB Stock Fund N/A 64,455,101 39,496,262 64,455,101 24,958,839
Mellon Bank, N.A. - Trust
Department EB Stock Index Fund N/A 104,753,351 54,377,654 104,753,351 50,375,697
Mellon Bank, N.A. - Trust
Department EB Temporary Investment Fund N/A 60,559,141 60,559,141 60,559,141 -
</TABLE>
Note 1: Columns E (Lease/Rental) and F (Expense Incurred with Transaction) have
been omitted because there is no information to report.
N/A - Not applicable
20
<PAGE>
Schedule 3
----------
MELLON 401(k)
RETIREMENT SAVINGS PLAN
EIN: 25-1233834
Plan Number: 001
Item 27(d) - Reportable Transactions - Series Transactions
Year Ended December 31, 1996
________________________________________________________________________________
Series Transactions, When Aggregated, Involving an Amount in Excess of Five
Percent of the Current Value of Plan Assets
<TABLE>
<CAPTION>
Total Total
Identity of Number of Number of dollar value dollar value Net gain
party involved Description of assets purchases sales of purchases of sales or (loss)
- --------------------------- --------------------------- --------- ------------ --------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Mellon Bank Corporation Dreyfus Lifetime Growth & 51 139 $ 87,133,697 $22,096,473 $384,076
Income Portfolio
Mellon Bank Corporation Dreyfus Institutional
Prime Money 68 N/A 69,127,658 N/A N/A
Market Fund
Mellon Bank Corporation Dreyfus Institutional S&P
500 Stock
Index Fund 64 129 114,435,069 23,265,094 887,833
Mellon Bank Corporation Dreyfus Disciplined Stock 157 N/A 25,735,710 N/A N/A
Fund
Mellon Bank, N.A. - Trust
Department EB Temporary Investment 246 115 33,212,965 99,122,736 -
Fund
Mellon Bank, N.A. - Trust
Department EB Stock Index Fund N/A 3 N/A 106,063,964 50,983,318
</TABLE>
N/A - Not applicable
21
<PAGE>
Consent of Independent Certified Public Accountants
---------------------------------------------------
The Board of Directors
Mellon Bank Corporation:
We consent to incorporation by reference in the Registration Statements (Nos.
33-23635 and 333-16745) on Form S-8 of Mellon Bank Corporation of our report
dated June 9, 1997, that is included in the December 31, 1996, Annual Report on
Form 11-K of the Mellon 401(k) Retirement Savings Plan.
/s/ KPMG Peat Marwick LLP
June 26, 1997
<PAGE>
Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrators of the Mellon 401(k) Retirement Savings Plan have duly caused
this annual report to be signed by the undersigned thereunto duly authorized.
Mellon 401(k) Retirement
Savings Plan
By: /s/ Steven G. Elliott
------------------------------
Steven G. Elliott
Chief Financial Officer of Mellon
Bank Corporation & Member of the
Corporate Benefits Committee
Date: June 26, 1997
