MELLON BANK CORP
S-8, 1998-10-02
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
                      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                      25-1233834
     (State or other jurisdiction of        (I.R.S. Employer
      incorporation or organization)          Identification No.)

                             One Mellon Bank Center
                                500 Grant Street
                      Pittsburgh, Pennsylvania 15258-0001
                                 (412) 234-5000
              (Address of principal executive offices) (Zip Code)

                            MELLON BANK CORPORATION
                           STOCK OPTION PLAN FOR THE
         MELLON FINANCIAL GROUP - WEST COAST BOARD OF DIRECTORS (1998)
                            (Full title of the plan)

                               Carl Krasik, Esq.
                    Associate General Counsel and Secretary
                            Mellon Bank Corporation
                             One Mellon Bank Center
                                500 Grant Street
                      Pittsburgh, Pennsylvania 15258-0001
                                 (412) 234-5222
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                               Proposed            Proposed 
                                                Maximum             Maximum 
 Title of Securities      Amount to be      Offering Price         Aggregate               Amount of
 to be Registered          Registered          Per Share         Offering Price        Registration Fee
- -------------------------------------------------------------------------------------------------------
<S>                     <C>                <C>                  <C>                  <C>
Common Stock         
($0.50 par value) (1)       30,000            $55.35375 (2)       $1,660,313 (2)             $490 (2)
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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.

(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $55.35375 per
share, the average sale price of the Common Stock in the consolidated reporting
system on September 30, 1998.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 3.  Incorporation of 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 10K for the year ended on
  December 31, 1997, filed pursuant to Section 13 of the Exchange Act.

  (2)  The Corporation's Quarterly Reports on Form 10Q for the quarters ended
  March 31, 1998 and June 30, 1998, filed pursuant to Section 13 of the Exchange
  Act.

  (3)  The Corporation's Current Reports on Form 8-K dated January 8, 1998,
  January 8, 1998, January 16, 1998, February 2, 1998, February 9, 1998,
  February 17, 1998, February 24, 1998, April 1, 1998, April 21, 1998, April 22,
  1998, April 26, 1998, May 20, 1998, July 21, 1998 and July 24, 1998, filed
  pursuant to Section 13 of the Exchange Act.

  (4)  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.

  (5)  The description of the Rights set forth in the Corporation's Registration
  Statement on Form 8-A, dated October 29, 1996, filed pursuant to Section 12(b)
  of the Exchange Act, 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
into this Registration Statement.

Item 4.  Description of Securities

Not applicable.

                                       1
<PAGE>
 
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 Carl Krasik, Esq., Associate General Counsel
and Secretary of the Corporation, One Mellon Bank Center, Pittsburgh,
Pennsylvania  15258.  Mr. Krasik is a shareholder of the Corporation and one of
its subsidiaries and holds options to purchase additional shares of the
Corporation's Common Stock issued pursuant to the Corporation's Long-Term Profit
Incentive Plan.

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.

                                       2
<PAGE>
 
The Corporation has purchased liability insurance policies covering its
directors and officers to insure against the 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.

Item 8.  Exhibits

The following exhibits are filed herewith or incorporated by reference as part
of this Registration Statement:

<TABLE>
<CAPTION>
Number                                          Description
- ------                                          -----------
<C>                 <S>
 
   4.1              Restated Articles of Incorporation of Mellon Bank Corporation, as
                    amended and restated as of September 17, 1998.
 
   4.2              By-Laws of Mellon Bank Corporation, as amended, effective September
                    16, 1997.
 
   4.3              Shareholder Protection Rights Agreement between Mellon Bank
                    Corporation and Mellon Bank, N.A., as Rights Agent, dated as of
                    October 15, 1996.
 
   4.4              Amendment No. 1, dated as of June 2, 1997, to Shareholder
                    Protection Rights Agreement between Mellon Bank Corporation and
                    Mellon Bank, N.A., as Rights Agent, dated as of October 15, 1996.
 
</TABLE>

                                       3
<PAGE>
 
<TABLE>
<C>                 <S>
 
   5.1              Opinion of Carl Krasik, Esq. as to the legality of the Common Stock
                    being registered
 
   15.1             Consent of KPMG Peat Marwick LLP
 
   23.1             Consent of Carl Krasik, Esq. (included in Exhibit 5.1)
 
   24.1             Powers of Attorney
 
 </TABLE>
 
 
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;

  (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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 that are incorporated by reference in the
registration statement;

(2)  That, for the purpose of determining any liability under the Securities Act
of 1933, 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.

                                       4
<PAGE>
 
(b)  Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned registrant hereby undertakes that for the purpose of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement 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.

(c)  Filing of Registration Statement on Form S-8

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 the 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 the Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>
 
                                   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 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
2nd day of October, 1998.

                              Mellon Bank Corporation


                              By:  Steven G. Elliott
                                   -----------------  
                                   Steven G. Elliott
                                   Vice Chairman and
                                   Chief Financial 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 2nd day of October, 1998.

                              By:  Steven G. Elliott
                                   -----------------   
                                   Steven G. Elliott
                                   Principal Financial Officer


                              By:  Michael K. Hughey
                                   ----------------- 
                                   Michael K. Hughey
                                   Principal Accounting Officer

Frank V. Cahouet, Director And Principal Executive Officer; Dwight L. Allison,
Jr., Director; Burton C. Borgelt, Director; Carol R. Brown, Director; Jared L.
Cohon, Director; Christopher M. Condron, Director; J. W. Connolly, Director;
Charles A Corry, Director; C. Frederick Fetterolf, Director; Ira J. Gumberg,
Director; Pemberton Hutchinson, Director; George W. Johnstone, Director; Rotan
E. Lee, Director; Andrew W. Mathieson, Director; Edward J. McAniff, Director;
Martin G. McGuinn, Director; Seward Prosser Mellon, Director; Robert Mehrabian,
Director; Mark A. Nordenberg, Director; David S. Shapira, Director; W. Keith
Smith, Director; Joab L. Thomas, Director; Wesley W. von Schack, Director;
William J. Young, Director.


                              By:  Ann M. Sawchuck
                                   ---------------
                                   Ann M. Sawchuck
                                   Attorney-in-fact

                                       6
<PAGE>
 
                               Index to Exhibits

<TABLE>
<CAPTION>
Exhibit
  No.                 Description                            Method of Filing
<C>          <S>                                             <C>
   4.1       Restated Articles of Incorporation of Mellon    Filed Herewith.
             Bank Corporation, as amended and restated as
             of September 17, 1998.
 
 
   4.2       By-Laws of Mellon Bank Corporation, as          Previously filed as Exhibit
             amended, effective September 16, 1997.          4.4 to Registration
                                                             Statement on Form S-3
                                                             (Registration No. 333-38213)
                                                             and incorporated herein by
                                                             reference.
 
   4.3       Shareholder Protection Rights Agreement         Previously filed as Exhibit
             between Mellon Bank Corporation and Mellon      1 to Form 8-A Registration
             Bank, N.A., as Rights Agent, dated as of        Statement (File No. 1-7410)
             October 15, 1996.                               dated October 29, 1996, and
                                                             incorporated herein by
                                                             reference.
 
   4.4       Amendment No. 1, dated as of June 2, 1997, to   Previously filed as Exhibit
             Shareholder Protection Rights Agreement         4.1 to the Quarterly Report
             between Mellon Bank Corporation and Mellon      on Form 10-Q (File No.
             Bank, N.A., as Rights Agent, dated as of        1-7410) for the quarter
             October 15, 1996.                               ended June 30, 1997, and
                                                             incorporated herein by
                                                             reference.
 
   5.1       Opinion of Carl Krasik, Esq. as to the          Filed herewith
             legality of the Common Stock being registered.
 
   15.1      Consent of KPMG Peat Marwick LLP                Filed herewith.

   23.1      Consent of Carl Krasik, Esq. (included in
             Exhibit 5.1)                                    Filed herewith.
 
   24.1      Powers of Attorney                              Filed herewith.
 
 
 
</TABLE>

                                       7

<PAGE>

                                                                     Exhibit 4.1
 
                            MELLON BANK CORPORATION
 
                       RESTATED ARTICLES OF INCORPORATION
 
     FIRST: The name of the Corporation is Mellon Bank Corporation.
 
     SECOND: The location and post office address of its registered office in
this Commonwealth is One Mellon Bank Center, 500 Grant Street, City of
Pittsburgh, County of Allegheny, Pennsylvania 15258.
 
     THIRD: The Corporation is organized under the provisions of the
Pennsylvania Business Corporation Law (the "Business Corporation Law"), and
shall have unlimited power to engage in and to do any lawful act concerning any
or all lawful business for which corporations may be incorporated under the
Business Corporation Law.
 
     FOURTH: The term of its existence is perpetual.
 
     FIFTH: The aggregate number of shares which the Corporation shall have
authority to issue is 850,000,000 of which 50,000,000 shares shall be Preferred
Stock, par value $1.00 per share, issuable in one or more series, and
800,000,000 shares shall be Common Stock, par value $0.50 per share.
 
     A description of each such class of shares and a statement of the authority
hereby vested in the Board of Directors of the Corporation to fix and determine
the designations, preferences, qualifications, limitations, restrictions and
special or relative rights and preferences granted to or imposed upon the shares
of each class and series are as follows:
 
          Section I. PREFERRED STOCK. The Preferred Stock may be divided into
     and issued in series. The Board of Directors is hereby expressly
     authorized, at any time or from time to time, to divide any or all of the
     shares of the Preferred Stock into series, and in the resolution or
     resolutions establishing a particular series, before issuance of any of the
     shares thereof, to fix and determine the designation and the relative
     rights and preferences of the series so established, to the fullest extent
     now or hereafter permitted by the laws of the Commonwealth of Pennsylvania,
     including, but not limited to, variations between different series in the
     following respects:
 
     (a) the distinctive serial designation of such series;
 
     (b) the annual dividend rate for such series, and the date or dates from
     which dividends shall commence to accrue;
 
     (c) the redemption price or prices, if any, for shares for such series and
     the terms and conditions on which such shares may be redeemed;
 
     (d) the sinking fund provisions, if any, for the redemption or purchase of
     shares of such series;
 
     (e) the preferential amount or amounts payable upon shares of such series
     in the event of the voluntary liquidation of the Corporation;
 
     (f ) the voting rights of shares of such series;
 
     (g) the terms and conditions, if any, upon which shares of such series may
     be converted and the class or classes or series of shares of the
     Corporation into which such shares may be converted;
 
     (h) the relative seniority, parity or junior rank of such series with
     respect to other series of Preferred Stock then or thereafter to be issued;
     and
 
     (i) such other terms, qualifications, privileges, limitations, options,
     restrictions, and special or relative rights and preferences, if any, of
     shares of such series as the Board of Directors may, at the time of such
     resolutions, lawfully fix and determine under the laws of the Commonwealth
     of Pennsylvania.

                                      -1-
<PAGE>
 
     The designations, numbers of shares and the voting rights, preferences,
limitations and special rights, if any, as determined by the Board of Directors,
of the shares of each series of the Preferred Stock outstanding from time to
time are as stated in Appendix A attached hereto and incorporated herein by
reference and in any amendment to Appendix A or to these Restated Articles of
Incorporation (hereinafter, the "Articles") authorized by Section 1522(b) of the
Business Corporation Law and hereafter filed with the Pennsylvania Department of
State pursuant to Section 1522(c) or 1914(c)(5) of the Business Corporation Law
or any successor statutory provisions.
 
          Section II. COMMON STOCK. Except for and subject to those rights
     expressly granted to holders of the Preferred Stock by resolution or
     resolutions adopted by the Board of Directors pursuant to Section I of this
     Article Fifth and except as may be provided by the laws of the Commonwealth
     of Pennsylvania, holders of the Common Stock shall have exclusively all
     other rights of shareholders. All or part of the shares of Common Stock of
     the Corporation may be uncertificated shares to the extent determined by
     the Board of Directors of the Corporation (or by any officer or other
     person as the Board of Directors may designate) from time to time; however,
     in no event shall shares of Common Stock represented by a certificate be
     deemed uncertificated until the certificate is surrendered to the
     Corporation.
 
          Section III. PREEMPTIVE RIGHTS; CUMULATIVE VOTING.
 
     (a) The Corporation may issue shares, option rights, securities having
     conversion or option rights and any other securities of any class without
     first offering them to shareholders of any class or classes.
 
     (b) The shareholders shall not have any right of cumulative voting.
 
     SIXTH: The following are provisions for the regulation of the internal
affairs and business of the Corporation:
 
     (a) By-Laws. The Board of Directors of the Corporation shall have the power
to make, alter, amend and repeal such By-Laws as it may deem necessary and
convenient for the regulation and management of the Corporation not inconsistent
with law or the Articles.
 
     (b) Indemnification of Directors, Officers and Others.
 
          Section I. RIGHT TO INDEMNIFICATION. 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 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 he or she may be involved, as a party or
     otherwise, by reason of such person being or having been a Director or
     officer of the Corporation or by reason of the fact that such person is or
     was serving at the request of the Corporation as a director, officer,
     employee, fiduciary or other representative of another corporation,
     partnership, joint venture, trust, employee benefit plan or other entity
     (such claim, action, suit or proceeding hereinafter being referred to as
     "Action"); provided, that no such right of indemnification shall exist with
     respect to an Action brought by an indemnitee (as hereinafter defined)
     against the Corporation except as provided in the last sentence of this
     Section I. Persons who are not directors or officers of the Corporation may
     be similarly indemnified in respect of service to the Corporation or to
     another such entity at the request of the Corporation to the extent the
     Board of Directors at any time denominates any of such persons as entitled
     to the benefits of this Article Sixth(b). As used in this Article Sixth(b),
     "indemnitee" shall include each Director and officer of the Corporation and
     each other person denominated by the Board of Directors as entitled to the
     benefits of this Article Sixth(b), "expenses" shall include fees and
     expenses of counsel selected by any such indemnitee and "liability" shall
     include amounts of judgments, excise taxes, fines, penalties and amounts
     paid in settlement. An indemnitee shall be entitled to be indemnified
     pursuant to this Section I for expenses incurred in connection with any
     Action brought by an indemnitee against the Corporation only if (i) the
     Action is a claim for indemnity or expenses under Section III of this
     Article Sixth(b) or otherwise, (ii) the indemnitee is successful in whole
     or in part in the Action for which expenses are

                                      -2-
<PAGE>
 
     claimed or (iii) the indemnification for expenses is included in a
     settlement of the Action or is awarded by a court.
 
          Section II. RIGHT TO ADVANCEMENT OF EXPENSES. Every indemnitee shall
     be entitled as of right to have his or her expenses in any Action (other
     than an Action brought by such indemnitee against the Corporation) paid in
     advance by the Corporation prior to final disposition of such Action,
     subject to any obligation which may be imposed by law or by provision in
     the Articles, By-Laws, agreement or otherwise to reimburse the Corporation
     in certain events.
 
          Section III. RIGHT OF INDEMNITEE TO INITIATE ACTION. If a written
     claim under Section I or Section II of this Article Sixth(b) is not paid in
     full by the Corporation within thirty days after such claim has been
     received by the Corporation, the indemnitee may at any time thereafter
     initiate an Action against the Corporation to recover the unpaid amount of
     the claim and, if successful in whole or in part, the indemnitee shall also
     be entitled to be paid the expense of prosecuting such Action. It shall be
     a defense to any Action to recover a claim under Section I that the
     indemnitee's conduct was such that under Pennsylvania law the Corporation
     is prohibited from indemnifying the indemnitee for the amount claimed, but
     the burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel and its shareholders) to have made a determination prior to
     the commencement of such action that indemnification of the indemnitee is
     proper in the circumstances, nor an actual determination by the Corporation
     (including its Board of Directors, independent legal counsel or its
     shareholders) that the indemnitee's conduct was such that indemnification
     is prohibited by law, shall be a defense to such Action or create a
     presumption that the indemnitee's conduct was such that indemnification is
     prohibited by law. The only defense to any such Action to receive payment
     of expenses in advance under Section II of this Section shall be failure to
     make an undertaking to reimburse if such an undertaking is required by law
     or by provision in the Articles, By-Laws, agreement or otherwise.
 
          Section IV. INSURANCE AND FUNDING. The Corporation may purchase and
     maintain insurance to protect itself and any person eligible to be
     indemnified hereunder against any liability or expense asserted or incurred
     by such person in connection with any Action, whether or not the
     Corporation would have the power to indemnify such person against such
     liability or expense by law or under the provisions of this Article
     Sixth(b). The Corporation may create a trust fund, grant a security
     interest, cause a letter of credit to be issued or use other means (whether
     or not similar to the foregoing) to ensure the payment of such sums, as may
     become necessary to effect indemnification as provided herein.
 
          Section V. NON-EXCLUSIVITY; NATURE AND EXTENT OF RIGHTS. The rights of
     indemnification and advancement of expenses provided for in this Article
     Sixth(b) (i) shall not be deemed exclusive of any other rights, whether now
     existing or hereafter created, to which any indemnitee may be entitled
     under any agreement or by-law, charter provision, vote of shareholders or
     directors or otherwise, (ii) shall be deemed to create contractual rights
     in favor of each indemnitee, (iii) shall continue as to each person who has
     ceased to have the status pursuant to which he or she was entitled or was
     denominated as entitled to indemnification hereunder and shall inure to the
     benefit of the heirs and legal representatives of each indemnitee and (iv)
     shall be applicable to Actions commenced after the adoption hereof, whether
     arising from acts or omissions occurring before or after the adoption
     hereof. The rights of indemnification provided for in this Article Sixth(b)
     may not be amended or repealed so as to limit in any way the
     indemnification or the right to advancement of expenses provided for herein
     with respect to any acts or omissions occurring prior to the adoption of
     any such amendment or repeal.
 
          Section VI. EFFECTIVE DATE. This Article Sixth(b) shall apply to every
     Action other than an Action filed prior to January 27, 1987, except that it
     shall not apply to the extent that Pennsylvania law prohibits its
     application to any breach of performance of duty or any failure of
     performance of duty by an indemnitee occurring prior to January 27, 1987.
 
     (c) Reserved Power. The Corporation shall be deemed for all purposes to
have reserved the right to alter, change or repeal any provision contained in
its Articles or By-Laws to the extent now or hereafter permitted or prescribed
by law, and all rights herein conferred upon shareholders and others are granted
subject to such reservation.

                                      -3-
<PAGE>
 
     SEVENTH: To the fullest extent that the laws of the Commonwealth 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.
 
     This Article Seventh shall not apply to any actions filed prior to January
27, 1987, nor to any breach of performance of duty or any failure of performance
of duty by any Director of the Corporation occurring prior to January 27, 1987.
The provisions of this Article shall be deemed to be a contract with each
Director of the Corporation who serves as such at any time while this Section is
in effect and each such Director shall be deemed to be doing so in reliance on
the provisions of this Article. Any amendment or repeal of this Article or
adoption of any other provision of the Articles or By-Laws of the Corporation
which has the effect of increasing Director liability shall operate
prospectively only and shall not affect any action taken, or any failure to act,
prior to the adoption of such amendment, repeal or other provision.
 
     Effective, September 17, 1998.

                                      -4-
<PAGE>
 
                                   APPENDIX A
 
                   PERTINENT PORTIONS OF SERIES DESIGNATIONS
                                      FOR
                            MELLON BANK CORPORATION
                                PREFERRED STOCK
 
                            SERIES A PREFERRED STOCK
 
     [As of the date of these Restated Articles of Incorporation, no shares of
the Corporation's Series A Preferred Stock remain outstanding. The Series
Designation and subsequent Statements Affecting Series Designation for such
shares have been intentionally omitted from this Appendix.]
 
                            SERIES B PREFERRED STOCK
 
     [In accordance with its terms, all outstanding shares of Series B Preferred
Stock were redeemed on December 1, 1993. The Series Designation and subsequent
Statements Affecting Series Designation for such shares have been intentionally
omitted from this Appendix.]
 
                           SERIES C-1 PREFERRED STOCK
 
     [As of the date of these Restated Articles of Incorporation, no shares of
the Corporation's Series C-1 Preferred Stock remain outstanding. The Series
Designation and subsequent Statement Affecting Series Designation for such
shares have been intentionally omitted from this Appendix.]
 
                           SERIES C-2 PREFERRED STOCK
 
     [As of the date of these Restated Articles of Incorporation, no shares of
the Corporation's Series C-2 Preferred Stock remain outstanding. The Series
Designation and subsequent Statement Affecting Series Designation for such
shares have been intentionally omitted from this Appendix.]
 
                            SERIES D PREFERRED STOCK
 
     [In accordance with its terms, all outstanding shares of Series D Preferred
Stock were converted into shares of Common Stock on August 31, 1994. The Series
Designation and subsequent Statements Affecting Series Designation for such
shares have been intentionally omitted from this Appendix.]
 
                            SERIES E PREFERRED STOCK
 
     [As of the date of these Restated Articles of Incorporation, no shares of
the Corporation's Series E Preferred Stock remain outstanding. The Series
Designation and subsequent Statement Affecting Series Designation for such
shares have been intentionally omitted from this Appendix.]
 
                            SERIES F PREFERRED STOCK
 
     [As of the date of these Restated Articles of Incorporation, no shares of
the Corporation's Series F Preferred Stock remain outstanding. The Series
Designation and subsequent Statement Affecting Series Designation for such
shares have been intentionally omitted from this Appendix.]

                                      -5-
<PAGE>
 
                            SERIES G PREFERRED STOCK
 
     [As of the date of these Restated Articles of Incorporation, no shares of
the Corporation's Series G Preferred Stock remain outstanding. The Series
Designation and subsequent Statement Affecting Series Designation for such
shares have been intentionally omitted from this Appendix.]
 
                            SERIES H PREFERRED STOCK
 
     [In accordance with its terms, all outstanding shares of Series H Preferred
Stock were redeemed on March 1, 1995. The Series Designation and subsequent
Statement Affecting Series Designation for such shares have been intentionally
omitted from this Appendix.]
 
                            SERIES I PREFERRED STOCK
 
     [In accordance with its terms, all outstanding shares of Series I Preferred
Stock were redeemed on December 16, 1996. The Series Designation and subsequent
Statement Affecting Series Designation for such shares have been intentionally
omitted from this Appendix.]
 
                            SERIES J PREFERRED STOCK
 
     [In accordance with its terms, all outstanding shares of Series J Preferred
Stock were redeemed on February 18, 1997. The Series Designation and subsequent
Statement Affecting Series Designation for such shares have been intentionally
omitted from this Appendix.]
 
                            SERIES K PREFERRED STOCK
 
     [In accordance with its terms, all outstanding shares of Series K Preferred
Stock were redeemed on February 17, 1998. The Series Designation and subsequent
Statement Affecting Series Designation for such shares have been intentionally
omitted from this Appendix.]
 



                                      -6-

<PAGE>
 
                                                           Exhibit 5.1 and 23.1



October 2, 1998

Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258

Re:  Mellon Bank Corporation
     Stock Option Plan for the Mellon Financial Group 
     - West Coast Board of Directors (1998)
     Registration Statement on Form S-8
     ----------------------------------

Gentlemen:

I am Associate 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 30,000 additional shares of its Common
Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank
Corporation Stock Option Plan for the Mellon Financial Group - West Coast Board
of Directors (1998) (the "Plan"), (ii) the preparation of the documents that
constitute the Section 10(a) prospectus for the Plan within the meaning of Rule
428(a)(1) of the Securities Act of 1933, as amended (the "Act") 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 Act.

In furnishing this opinion, I, or attorneys under my supervision, have examined
the Registration Statement, the prospectus for the Plan 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 or such
attorneys have assumed the genuineness of all signatures, the authenticity of
all documents submitted as originals and the conformity to original documents of
all documents submitted 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;
<PAGE>
 
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
   Plan and the Registration Statement, will be duly 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,

/s/ Carl Krasik

Carl Krasik

<PAGE>
 
[LOGO KPMG OF PEAT MARWICK LLP]


One Mellon Bank Center      Telephone 412 391 9710         Telefax 412 391 8963
Pittsburgh, PA 15219        Telex 7106642199 PMM & CO PGH


                                                                   Exhibit 15.1



The Board of Directors
Mellon Bank Corporation:


We consent to the incorporation by reference in this Registration Statement on 
Form S-8 and in the related Prospectus regarding Mellon Bank Corporation's Stock
Option Plan for the Mellon Financial Group - West Coast Board of Directors of 
our report dated January 15, 1998, relating to the consolidated balance sheets 
of Mellon Bank Corporation and subsidiaries as of December 31, 1997 and 1996, 
and the related consolidated statements of income, changes in shareholders' 
equity and cash flows for each of the years in the three-year period ended 
December 31, 1997, which report appears in the December 31, 1997 annual report 
on Form 10-K of Mellon Bank Corporation.



KPMG Peat Marwick LLP


Pittsburgh, Pennsylvania
October 2, 1998





[LOGO] Member firm of KPMG International


<PAGE>
 
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

                            MELLON BANK CORPORATION


     Know all men by these presents, that each person whose signature appears
below constitutes and appoints Carl Krasik, William E. Marquis and Ann M.
Sawchuck, 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 sign one or
more Registration Statements on Form S-3 or any other appropriate form or forms,
all pursuant to the Securities Act of 1933, as amended, with respect to the
registration of 30,000 shares of Mellon Bank Corporation's (the "Corporation's")
Common Stock to be issued from time to time pursuant to the Mellon Bank
Corporation Stock Option Plan for the Mellon Financial Group - West Coast Board
of Directors (1998) and any and all amendments (including post-effective
amendments) thereto, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, 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 with any of the above, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

This power of attorney shall be effective as of July 21, 1998 and shall continue
in full force and effect until revoked by the undersigned in a writing filed
with the Secretary of the Corporation.


/s/ Frank V. Cahouet                        /s/ Rotan E. Lee
- --------------------------------            ---------------------------
Frank V. Cahouet, Director and              Rotan E. Lee, Director
Principal Executive Officer


/s/ Dwight L. Allison, Jr.                  /s/ A.W. Mathieson
- --------------------------------            ---------------------------
Dwight L. Allison, Jr., Director            Andrew W. Mathieson, Director


/s/ Burton C. Borgelt                       /s/ E.J. McAniff
- --------------------------------            ---------------------------
Burton C. Borgelt, Director                 Edward J. McAniff, Director

/s/ Carol R. Brown                          /s/ Martin G. McGuinn
- --------------------------------            ---------------------------
Carol R. Brown, Director                    Martin G. McGuinn, Director
<PAGE>
 
/s/Jared L. Cohon                           /s/ Robert Mehrabian
- --------------------------------            -----------------------------------
Jared L. Cohon, Director                    Robert Mehrabian, Director


/s/ Christopher M. Condron                  /s/ Seward Prosser Mellon, Director
- --------------------------------            -----------------------------------
Christopher M. Condron, Director            Seward Prosser Mellon, Director


/s/ J.W. Connolly                           /s/ Mark A. Nordenberg
- --------------------------------            -----------------------------------
J. W. Connolly, Director                    Mark A. Nordenberg, Director


/s/ C.A. Corry                              /s/ D.S. Shapira
- --------------------------------            -----------------------------------
Charles A. Corry, Director                  David S. Shapira, Director


                                            /s/ W.K. Smith
- --------------------------------            -----------------------------------
C. Frederick Fetterolf, Director            W. Keith Smith, Director


/s/ Ira Gumberg                             /s/ Joab L. Thomas
- --------------------------------            -----------------------------------
Ira J. Gumberg, Director                    Joab L. Thomas, Director


/s/ Pemberton Hutchinson                    /s/ Wesley W. von Schack
- --------------------------------            -----------------------------------
Pemberton Hutchinson, Director              Wesley W. von Schack, Director


/s/ George Johnstone                        /s/ William J. Young
- --------------------------------            -----------------------------------
George W. Johnstone, Director               William J. Young, Director
<PAGE>
 
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY

                            MELLON BANK CORPORATION


         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Carl Krasik, William E. Marquis and Ann
M. Sawchuck, 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 sign one
or more Registration Statements on Form S-3 or any other appropriate form or
forms, all pursuant to the Securities Act of 1933, as amended, with respect to
the registration of 30,000 shares of Mellon Bank Corporation's (the
"Corporation's") Common Stock to be issued from time to time pursuant to the
Mellon Bank Corporation Stock Option Plan for the Mellon Financial Group - West
Coast Board of Directors (1998) and any and all amendments (including post-
effective amendments) thereto, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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 with any of the above, as fully
to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and each of
them, or their or his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

This power of attorney shall be effective as of July 29, 1998 and shall continue
in full force and effect until revoked by the undersigned in a writing filed
with the Secretary of the Corporation.



                                      /s/ C. Frederick Fetterolf
                                      --------------------------
                                      C. Frederick Fetterolf, Director


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