<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
MELLON 401(k) RETIREMENT SAVINGS PLAN
(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) 1,000,000 $70.375 (2) $70,375,000 (2) $19,565 (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) Pursuant to Rule 416(c) of the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the above Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) of the Securities Act, on the basis of $70.375 per
share, the average sale price of the Common Stock in the consolidated reporting
system on March 31, 1999.
<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, 1998, filed pursuant to Section 13 of the Exchange Act.
(2) The Mellon Bank Corporation 401(k) Retirement Savings Plan's (the "Plan")
Annual Report on Form 11K for the year ended December 31, 1997, filed pursuant
to Section 15(d) of the Exchange Act.
(3) The Corporation's Current Reports on Form 8-K dated January 15, 1999,
January 29, 1999 and March 23, 1999, 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.
Item 5. Interests of Named Experts and Counsel
1
<PAGE>
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 holds
options to purchase additional shares of the Corporation's Common Stock issued
pursuant to the Corporation's Long-Term Profit Incentive Plan (1996). Mr. Krasik
is also a participant in the 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 15, 1998.
4.2 By-Laws of Mellon Bank Corporation, as amended, effective November
5, 1998.
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>
<CAPTION>
Number Description
- ------ --------------------------------------------------------------------
<C> <S>
5.1 Opinion of Carl Krasik, Esq. as to the legality of the Common Stock
being registered
5.2 Internal Revenue Service determination letter regarding
qualification of Plan under Section 401 of the Internal Revenue
Code.
5.3 Opinion of Reed Smith Shaw & McClay as to compliance of amended
provisions of Plan with the requirements of ERISA pertaining to
such provisions.
15.1 Consent of KPMG LLP
23.1 Consent of Carl Krasik, Esq. (included in Exhibit 5.1)
23.2 Consent of Reed Smith Shaw & McClay (included in Exhibit 5.3)
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;
4
<PAGE>
(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.
(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 April, 1999.
Mellon Bank Corporation
By: /s/ STEVEN G. ELLIOTT
-------------------------------------
Steven G. Elliott
Senior 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 April, 1999.
By: /s/ STEVEN G. ELLIOTT
-------------------------------------
Steven G. Elliott
Principal Financial Officer
By: /s/ MICHAEL K. HUGHEY
-------------------------------------
Michael K. Hughey
Principal Accounting Officer
Martin G. McGuinn, Director and Principal Executive Officer; Dwight L. Allison,
Jr., Director; Burton C. Borgelt, Director; Carol R. Brown, Director; Frank V.
Cahouet, 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; Seward Prosser Mellon, Director; Robert Mehrabian,
Director; Mark A. Nordenberg, Director; David S. Shapira, Director; Joab L.
Thomas, Director; Wesley W. von Schack, Director; William J. Young, Director.
By: /s/ ANN M. SAWCHUCK
-------------------------------------
Ann M. Sawchuck
Attorney-in-Fact
6
<PAGE>
SIGNATURES
MELLON BANK CORPORATION
401(k) RETIREMENT SAVINGS PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan 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 April, 1999.
Mellon Bank Corporation
401(k) Retirement Savings Plan
By: /s/ D. MICHAEL ROARK
--------------------------------
D. Michael Roark
Chairman of the Corporate Benefits
Committee
7
<PAGE>
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
<C> <S> <C>
4.1 Restated Articles of Incorporation of Mellon Previously filed as Exhibit
Bank Corporation, as amended and restated as 3.1 to the Quarterly Report
of September 15, 1998. on Form 10-Q (File No.
1-7410) for the quarter
ended September 30, 1998,
and incorporated herein by
reference.
4.2 By-Laws of Mellon Bank Corporation, as Previously filed as Exhibit
amended, effective November 5, 1998. 3.2 to the Quarterly Report
on Form 10-Q (File No.
1-7410) for the quarter
ended September 30, 1998,
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.
5.2 Internal Revenue Service determination letter Filed herewith
regarding qualification of Plan under Section
401 of the Internal Revenue Code.
5.3 Opinion of Reed Smith Shaw & McClay as to Filed herewith.
compliance of amended provisions of Plan
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
<C> <S> <C>
with the requirements of ERISA pertaining to
such provisions.
15.1 Consent of KPMG LLP. Filed herewith.
23.1 Consent of Carl Krasik, Esq. (included in Filed herewith.
Exhibit 5.1).
23.2 Consent of Reed Smith Shaw & McClay Filed herewith.
(included in Exhibit 5.3).
24.1 Powers of Attorney. Filed herewith.
</TABLE>
9
<PAGE>
Exhibit 5.1 and 23.1
April 2, 1999
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
Re: Mellon Bank Corporation
401(k) Retirement Savings Plan
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 1,000,000 additional shares of its Common
Stock, par value $.50 per share (the "Common Stock"), under the Mellon Bank
Corporation 401(k) Retirement Savings Plan (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 and (iii) the
preparation of the Corporation's Registration Statement on Form S-8 with respect
to the Common Stock (the "Registration Statement"), to be filed with the
Securities and Exchange Commission and with which this opinion is to be filed as
an Exhibit. This opinion is being furnished pursuant to the requirements of
Form S-8 and Item 601 of Regulation S-K under the Securities Act of 1933, as
amended (the "Act").
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 have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to me as originals and the conformity to original documents of all documents
submitted to me as certified or photostatic copies.
Based on 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>
Mellon Bank Corporation
April 1, 1999
Page 2
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>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
Employer Identification Number:
Date: FEB 25 1999 25-1233834
DLN:
MELLON BANK CORPORATION 17007288000048
C/O RUSSELL J. BOEHNER Person to Contact:
REED SMITH SHAW & MCCLAY LLP CINDY PERRY ID# 31888
435 SIXTH AVENUE Contact Telephone Number:
PITTSBURGH, PA 15219 (877) 829-5500
Plan Name:
MELLON 401K RETIREMENT SAVINGS PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated February 4, 1999. The proposed amendments should
be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the plan adopted on August 31,
1998.
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
<PAGE>
- 2 -
MELLON BANK CORPORATION
This plan also satisfies the requirements of section 1.401(a)(4)-4(b) of
the regulations with respect to the specific benefits, rights, or features for
which you have provided information.
This letter considered the changes in the qualifications requirements made
by the Uruguay Round Agreements Act (GATT), Pub. L. 103-465, and the Taxpayer
Relief Act of 1997, Pub. L. 105-34, and the changes in the qualifications
requirements made by the Small Business Job Protection Act of 1996, Pub. L.
104-188, that are effective before the first day of the first plan year
beginning after December 31, 1998.
The information on the enclosed Publication 794 is an integral part of
this determination. Please be sure to read and keep it with his letter.
The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ Ellen Murphy
Ellen Murphy
District Director
Enclosures:
Publication 794
<PAGE>
Exhibit 5.3 and 23.2
[Letterhead of REED SMITH SHAW & MCCLAY LLP]
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
Writer's Direct Numbers:
Phone 412-288-3028
Fax 412-288-3063
[email protected]
March 30, 1999
Mellon Bank Corporation
500 Grant Street
Pittsburgh, PA 15258
Re: 401(k) Retirement Savings Plan, as amended and restated effective
January 1, 1998 ("401(k) Plan")
Gentlemen:
We serve as counsel to the Mellon Bank Corporation ("MBC") Corporate
Benefits Committee ("CBC") and the MBC Benefits Investment Committee ("BIC")
(collectively, the "Committees") in their capacities as the named fiduciaries
ultimately responsible for the administration of the captioned 401(k) Plan and
the investment of its related assets, respectively. We also serve as counsel to
MBC, in its capacity as sponsor of the 401(k) Plan, to the extent MBC takes
actions solely in its capacity as sponsor which are not subject to the fiduciary
responsibility rules of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
In our capacity as counsel to the Committees and MBC, as applicable, we
were primarily responsible for: (i) drafting the captioned 401(k) Plan, (ii)
obtaining the favorable determination of the Internal Revenue Service
("Service"), received February 25, 1999, regarding the qualified status of the
captioned 401(k) Plan, under section 401(a) of the Internal Revenue Code
("Code") and the First (Qualification) amendment to the 401(k) Plan executed
March 8, 1999; and (iii) drafting the subsequent Second Amendment to the 401(k)
Plan effective as of April 5, 1999.
The 401(k) Plan incorporates all the amendments since the prior
restatement. Moreover, the First (Qualification) Amendment, was adopted at the
request of the Service as a condition of its issuing its favorable determination
with respect to the 401(k) Plan. The Second Amendment, however, has not been
submitted to the Service for its determination regarding the continued qualified
status of the 401(k) Plan as so amended under section 401(a) of the Code.
The 401(k) Plan is intended to constitute a "qualified profit sharing plan"
within the meaning of Treasury Regulation 1.401-1(b)(1)(ii), Code section 401(a)
and the regulations promulgated thereunder. Significantly, the 401(k) Plan
document, together with the First (Qualification) Amendment, has been determined
by the Service to incorporate all material requirements of Code section 401(a).
Moreover, we are of the opinion that the Second amendment -- expanding the
investment options available to participant pre-tax contributions to include MBC
common stock -- is likewise in compliance with all material requirements of Code
Section 401(a). Accordingly, we are of the opinion that the Service will
ultimately issue a favorable determination on the qualified status of the 401(k)
Plan as amended by the adoption of the Second Amendment.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Harrisburg, PA McLean, VA Newark, NJ New York, NY Philadelphia, PA Princeton, NJ Washington, DC
</TABLE>
<PAGE>
[Page two Letterhead of REED SMITH SHAW & MCCLAY]
Mellon Bank Corporation - 2 - March 30, 1999
We hereby consent to the filing of this opinion as an exhibit to the
registration statement to be filed under the Securities Act of 1933 (the "Act")
with respect to the 401(k) Plan. By giving such consent, we do hereby admit that
we are within the category of persons whose consent are necessary under Section
7 of the Act.
Very truly yours,
/s/ Reed Smith Shaw & McClay
Reed Smith Shaw & McClay
<PAGE>
Exhibit 15.1
[LETTERHEAD OF KPMG LLP]
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
401(k) Retirement Savings Plan of our report dated January 14, 1999, relating
to the consolidated balance sheets of Mellon Bank Corporation and subsidiaries
as of December 31, 1998 and 1997, 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, 1998, which report appears
in the December 31, 1998 annual report on Form 10-K of Mellon Bank Corporation
and our report dated June 22, 1998, relating to the statements of net assets
available for plan benefits of the Mellon 401(k) Retirement Savings Plan
as of December 31, 1997 and 1996, and the related statements of changes
in net assets available for plan benefits for the years then ended, which
report appears in the December 31, 1997, Mellon Bank Corporation 401(k)
Retirement Savings Plan's annual report on Form 11-K.
/s/ KPMG LLP
- ------------------------
Pittsburgh, Pennsylvania
April 2, 1999
<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- 8 or any other appropriate form or forms or
to amend any currently filed registration statement or statements, all pursuant
to the Securities Act of 1933, as amended, with respect to the registration of
up to 1,000,000 shares of Mellon Bank Corporation's (the "Corporation's") Common
Stock to be issued from time to time pursuant to the Mellon 401(k) Retirement
Savings Plan 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 February 16, 1999 and shall
continue in full force and effect until revoked by the undersigned in a writing
filed with the Secretary of the Corporation.
/s/ Martin G. McGuinn /s/ George W. Johnstone
- ------------------------------- -----------------------------
Martin G. McGuinn, Director and George W. Johnstone, Director
Principal Executive Officer
/s/ Dwight L. Allison, Jr. /s/ Rotan E. Lee
- ------------------------------- -----------------------------
Dwight L. Allison, Jr., Director Rotan E. Lee, Director
/s/ Burton C. Borgelt /s/ A. W. Mathieson
- ------------------------------- -----------------------------
Burton C. Borgelt, Director Andrew W. Mathieson, Director
/s/ Carol R. Brown /s/ E. J. McAniff
- ------------------------------- -----------------------------
Carol R. Brown, Director Edward J. McAniff, Director
<PAGE>
/s/ Frank V. Cahouet /s/ Robert Mehrabian
- --------------------------------- ----------------------------------
Frank V. Cahouet, Director Robert Mehrabian, Director
/s/ Jared L. Cohon /s/ Seward Prosser Mellon
- --------------------------------- ----------------------------------
Jared L. Cohon, Director Seward Prosser Mellon, Director
/s/ Christopher M. Condron /s/ Mark A. Nordenberg
- --------------------------------- ----------------------------------
Christopher M. Condron, Director Mark A. Nordenberg, Director
/s/ J. W. Connolly /s/ D. S. Shapira
- --------------------------------- ----------------------------------
J. W. Connolly, Director David S. Shapira, Director
/s/ C. A. Corry /s/ Joab L. Thomas
- --------------------------------- ----------------------------------
Charles A. Corry, Director Joab L. Thomas, Director
/s/ C. Frederick Fetterolf /s/ Wesley W. von Schack
- --------------------------------- ----------------------------------
C. Frederick Fetterolf, Director Wesley W. von Schack, Director
/s/ Ira J. Gumberg /s/ William J. Young
- --------------------------------- ----------------------------------
Ira J. Gumberg, Director William J. Young, Director
__________________________________
Pemberton Hutchinson, Director
- 2 -
<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-8 or any other appropriate form or forms or
to amend any currently filed registration statement or statements, all pursuant
to the Securities Act of 1933, as amended, with respect to the registration of
up to 1,000,000 shares of Mellon Bank Corporation's (the "Corporation's") Common
Stock to be issued from time to time pursuant to the Mellon 401(k) Retirement
Savings Plan 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 March 8, 1999 and shall continue
in full force and effect until revoked by the undersigned in a writing filed
with the Secretary of the Corporation.
/s/ Pemberton Hutchinson
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Pemberton Hutchinson, Director
