Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-135919-02 and 333-135919-04

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registed	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Normal PCS	500,000	$1,000	$500,000,000	$15,350
Stripped PCS	500,000	(2)	(2)	(2)
Capital PCS	500,000	(2)	(2)	(2)
Stock Purchase Contracts	5,001	(2)	(2)	(2)
Junior Subordinated Notes(3)(4)	500,100	$1,000	$500,100,000	$15,353.07
Preferred Stock	5,010	(2)	(2)	(2)
Guarantees of payment by Mellon Financial Corporation	(5)	(5)	(5)	(5)

(1) Calculated in accordance with Rule 457(r) of the Securities Act.

(2) No separate consideration will be received by either Registrant upon the issuance, if any, of the Stripped PCS or Capital PCS, for the issuance of the Stock Purchase Contracts or upon the purchase by the Trust of the Preferred Stock of the Company pursuant to the terms of the Stock Purchase Contracts.

(3) Junior Subordinated Notes in the amount of $500,000,000 will be purchased by the Trust with the proceeds of the sale of the Normal PCS. Junior Subordinated Notes in the amount of $100,000 will be purchased by the Trust with the proceeds of the sale of its common securities to the Company.

(4) The registration fee being paid in connection with the Junior Subordinated Notes includes $15,353.07 representing the registration fee to be due in connection with the proceeds to be received upon the remarketing of the Junior Subordinated Notes, as described in the prospectus.

(5) Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is due for guarantees.

500,000 Normal PCS

Mellon Capital IV

6.244% Fixed-to-Floating Rate Normal PCS

(liquidation amount $1,000 per security)

fully and unconditionally guaranteed, as described herein, by

Mellon Financial Corporation

The 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities, or “Normal PCS,” are beneficial interests in Mellon Capital IV, a Delaware statutory trust. The trust will pass through, as distributions on or the redemption price of Normal PCS, amounts that it receives on its assets that are the “corresponding assets” for the Normal PCS, and your financial entitlements as a holder of Normal PCS generally will correspond to the trust’s financial entitlements as a holder of the corresponding assets. The corresponding assets for each Normal PCS, with its $1,000 liquidation amount, initially will be $1,000 principal amount of our Remarketable 6.044% Junior Subordinated Notes due 2043, or “Junior Subordinated Notes,” and a 1/100^th, or a $1,000, interest in a stock purchase contract between the trust and Mellon Financial Corporation under which the trust agrees to purchase, and we agree to sell, on the stock purchase date, one share of our Non-Cumulative Perpetual Preferred Stock, Series L, $100,000 liquidation preference per share, or “Preferred Stock,” for $100,000 and we agree to make contract payments to the trust. The trust will pledge the Junior Subordinated Notes and their proceeds to secure its obligation to pay the purchase price under the related stock purchase contracts. We expect the stock purchase date to be June 20, 2012, but in certain circumstances it may occur on an earlier date or as late as June 20, 2013. From and after the stock purchase date, the corresponding asset for each Normal PCS will be a 1/100^th, or a $1,000, interest in one share of Preferred Stock.

Assuming that we do not elect to defer contract payments or interest payments on the Junior Subordinated Notes or to pay partial dividends or to skip dividends on the Preferred Stock, holders of Normal PCS will receive distributions on the $1,000 liquidation amount per Normal PCS:

Ÿ from June 19, 2007 through the later of June 20, 2012 and the stock purchase date, at a rate per annum of 6.244%, payable semi-annually on each June 20 and December 20, commencing December 20, 2007, and on the stock purchase date, if not a June 20 or December 20, and

Ÿ thereafter at a rate per annum equal to the greater of (x) three-month LIBOR for the related distribution period plus .565% and (y) 4.000%, payable quarterly on each March 20, June 20, September 20 and December 20 (or if any such day is not a business day, on the next business day).

Distributions on the Normal PCS will be cumulative through the stock purchase date and non-cumulative thereafter.

The Normal PCS are perpetual and the trust will redeem them only to the extent we redeem the Preferred Stock or, prior to the stock purchase date, if we redeem the Junior Subordinated Notes upon the occurrence of certain special events. We may redeem the Preferred Stock on any date on or after the later of June 20, 2012 and the stock purchase date. Any redemption is subject to prior approval of the Federal Reserve as well as to our commitments in the Replacement Capital Covenant described in this prospectus supplement. Unless the Federal Reserve agrees otherwise in writing, we will redeem the Preferred Stock only if it is replaced with other Tier 1 capital that is not a restricted core capital element. See the discussion on pages S-120 to S-121 of this prospectus supplement.

Holders may exchange Normal PCS and U.S. treasury securities having a $1,000 principal amount per Normal PCS for like amounts of Stripped PCS and Capital PCS, which are also beneficial interests in the trust. Each Stripped PCS corresponds to a 1/100^th interest in a stock purchase contract and $1,000 principal amount of U.S. treasury securities, and each Capital PCS corresponds to $1,000 principal amount of Junior Subordinated Notes.

The Normal PCS and the Junior Subordinated Notes are not deposits or other obligations of a bank. They are not insured by the FDIC or any other government agency. Application will be made to list the Normal PCS on the New York Stock Exchange under the symbol “MEL/P.” Trading of the Normal PCS on the New York Stock Exchange is expected to commence within a 30-day period after the initial delivery of the Normal PCS.

See “ Risk Factors” beginning on page S-31 of this prospectus supplement to read about factors you should consider before buying PCS.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed on the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

	Per Normal PCS		Discounts and Commissions	Total(1)(2)
Initial public offering price	$	1,000	(2)	$	500,000,000
Proceeds, before expenses and commissions, to Mellon Financial Corporation	$	1,000	(2)	$	500,000,000

(1) The initial public offering price does not include accrued distributions, if any, on the Normal PCS from June 19, 2007 to the date of delivery. Distributions on the Normal PCS will accrue from June 19, 2007 and must be paid by the purchaser if the Normal PCS are delivered after that date.

(2) In view of the fact that the proceeds of the sale of the Normal PCS will be invested in the Junior Subordinated Notes, we have agreed to pay the underwriters, as compensation for arranging the investment therein of such proceeds, $10 per Normal PCS (or $5,000,000 in the aggregate). See “Underwriting” on page S-137.

On December 3, 2006, we entered into an agreement with The Bank of New York Company, Inc. pursuant to which the two companies will merge into a newly formed corporation, The Bank of New York Mellon Corporation, or “Newco.” The merger, which is subject to regulatory approvals and certain other conditions, is expected to close during the third quarter of 2007. For more detail, see “Recent Developments” on page S-39. In the merger, our obligations with respect to the Junior Subordinated Notes, the guarantee and the other instruments relating to the PCS will be assumed by Newco.

The underwriters expect to deliver the Normal PCS in book-entry form only through the facilities of The Depository Trust Company and its direct participants, including Euroclear and Clearstream, against payment in New York, New York on June 19, 2007.

Joint Book-Runners and Joint Structuring Coordinators

Goldman, Sachs & Co. Morgan Stanley

Joint Book-Runners
Barclays Capital	Credit Suisse		JPMorgan
Citi		Merrill Lynch & Co.
Co-Manager
BNY Capital Markets, Inc.

Prospectus Supplement dated June 12, 2007.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second part is the prospectus, which describes more general information, some of which may not apply to this offering. You should read both this prospectus supplement and the accompanying prospectus, together with additional information described under the heading “Where You Can Find More Information” on page S-141.

Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to “Mellon,” “we,” “us,” “our” or similar references mean Mellon Financial Corporation and its successors (including The Bank of New York Mellon Corporation from and after consummation of the merger described in this prospectus supplement), references to the “Trust ” mean Mellon Capital IV and references to “Mellon Bank” mean Mellon Bank, N.A. or its successor.

If the information set forth in this prospectus supplement differs in any way from the information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus supplement.

The Trust has no separate financial statements. These statements would not be material to holders of the securities because the Trust has no independent operations.

Unless otherwise indicated, currency amounts in this prospectus supplement are stated in U.S. dollars.

You should rely only on the information contained in or incorporated by reference into this prospectus supplement. This prospectus supplement may be used only for the purpose for which it has been prepared. No one is authorized to give information other than that contained in this prospectus supplement and in the documents referred to in this prospectus supplement and which are made available to the public. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus supplement or any document incorporated by reference is accurate as of any date other than the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed since that date. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or on behalf of the underwriters, to subscribe for and purchase, any of the securities and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

An index of terms used in this prospectus supplement with specific meanings appears on page S-143 of this prospectus supplement.

S-i

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference contain and incorporate by reference forward-looking statements within the meaning of the securities laws. All statements regarding the expected financial condition, results of operations and business of Mellon and The Bank of New York Company, Inc., or “Bank of New York,” and, assuming the completion of the merger discussed below, The Bank of New York Mellon Corporation, or “Newco,” are forward-looking statements. Those statements include, but are not limited to, statements relating to:

Ÿ synergies (including cost savings) and accretion/dilution to reported earnings expected to be realized from the merger;

Ÿ business opportunities and strategies potentially available to Newco;

Ÿ transaction-related and restructuring costs expected to be incurred in connection with the merger; and

Ÿ management, operations and policies of Newco after the merger.

Forward-looking statements also include statements preceded by, followed by or that include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “should” or similar expressions.

These forward-looking statements involve some risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by these forward-looking statements include, among other things, the following risks:

Ÿ the businesses of Bank of New York and Mellon, or businesses that either has recently acquired, may not be integrated successfully or the integration may be more difficult, time-consuming or costly than expected;

Ÿ expected cost savings from the merger may not be fully realized or realized within the expected time frame;

Ÿ revenues following the merger may be lower than expected;

Ÿ operating costs, customer loss and business disruption following the merger, including, without limitation, difficulties in maintaining relationships with employees, may be greater than expected;

Ÿ competitive pressures among financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues;

Ÿ the strength of the United States economy in general and the strength of the local economies in which Newco will conduct operations may be different than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit, and a negative effect on Newco’s loan portfolio and allowance for loan losses;

Ÿ changes in the United States and foreign legal and regulatory framework;

Ÿ unanticipated regulatory or judicial proceedings or rulings;

Ÿ the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System or regulators located in other markets in which Newco will operate;

Ÿ potential or actual litigation;

Ÿ inflation and interest rate, market and monetary fluctuations;

S-ii

Ÿ management’s assumptions and estimates used in applying critical accounting policies may prove unreliable, inaccurate or not predictive of actual results;

Ÿ the design of Bank of New York’s, Mellon’s or Newco’s disclosure controls and procedures or internal controls may prove inadequate, or may be circumvented, thereby causing losses or errors in information or a delay in the detection of fraud;

Ÿ adverse conditions in the stock market, the public debt market and other capital markets both domestically and abroad (including changes in interest rate conditions) may negatively impact Bank of New York’s, Mellon’s or Newco’s capital markets and asset management activities; and

Ÿ various domestic or international military or terrorist activities or conflicts.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, those expectations may prove incorrect. Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements, and the factors that will determine these results are beyond Bank of New York’s or Mellon’s ability to control or predict.

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus supplement, in the case of forward-looking statements contained in this prospectus supplement, or the dates of the documents incorporated by reference into this prospectus supplement, in the case of forward-looking statements made in those incorporated documents.

Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus supplement or to reflect the occurrence of unanticipated events.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Mellon and Bank of New York have filed with the Securities and Exchange Commission, or the “SEC,” described under the section entitled “Where You Can Find More Information” on page S-141, including the Annual Report on Form 10-K for the year ended December 31, 2006, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, of each of Mellon and Bank of New York.

S-iii

SUMMARY INFORMATION

This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus supplement. As a result, it does not contain all of the information that may be important to you or that you should consider before investing in the PCS or any of their component securities. You should read this entire prospectus supplement and accompanying prospectus, including the “Risk Factors” section and the documents incorporated by reference, which are described under “Where You Can Find More Information” on page S-141.

Mellon Financial Corporation

Mellon is a global financial services company, headquartered in Pittsburgh, Pennsylvania, providing a broad range of financial products and services in domestic and selected international markets. Mellon is one of the world’s leading providers of financial services for institutions, corporations and government bodies, as well as entities sponsored by them; and high net worth individuals and families, family offices and charitable endowments, providing asset management, wealth management, asset servicing, issuer services and treasury services. At March 31, 2007, Mellon had total assets of $40 billion, shareholders’ equity of $4.9 billion and approximately $5.8 trillion in assets under management, administration or custody, including $1.03 trillion under management.

Our common stock is traded on the New York Stock Exchange under the ticker symbol “MEL.” Our principal executive offices are located at Mellon Financial Corporation, One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258-0001. Our telephone number is 412-234-5000.

Mellon Capital IV

Mellon Capital IV, or the “Trust,” is a statutory trust organized under Delaware law by the trustees and us. The Trust was established solely for the following purposes:

Ÿ issuing the PCS and the Trust Common Securities;

Ÿ investing the gross proceeds of the PCS and the Trust Common Securities in Junior Subordinated Notes;

Ÿ entering into the Stock Purchase Contract Agreement and holding the Stock Purchase Contracts;

Ÿ holding Junior Subordinated Notes, certain U.S. treasury securities and an interest-bearing deposit with Mellon Bank and pledging them to secure the Trust’s obligations under the Stock Purchase Contracts;

Ÿ purchasing the Preferred Stock pursuant to the Stock Purchase Contracts on the Stock Purchase Date and holding it thereafter;

Ÿ selling Junior Subordinated Notes in a Remarketing or an Early Remarketing; and

Ÿ engaging in other activities that are directly related to the activities described above.

The Trust’s business and affairs will be conducted by its trustees, each appointed by us as depositor of the Trust. The trustees will be Manufacturers and Traders Trust Company, or “M&T,” as the “Property Trustee,” M&T Trust Company of Delaware, as the “Delaware Trustee,” and two or more individual trustees, or “administrative trustees,” who are employees or officers of or affiliated with us.

S-1

The principal executive office of the Trust is c/o Mellon Financial Corporation, One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258-0001, and the Trust’s telephone number is 412-234-5000.

The Proposed Merger

On December 3, 2006, Mellon and Bank of New York entered into an Agreement and Plan of Merger pursuant to which Mellon and Bank of New York will each merge with and into a newly-formed corporation organized under Delaware law and called The Bank of New York Mellon Corporation, or “Newco.” Upon completion of the merger, Newco will assume, by operation of law, the rights and obligations of Mellon and Bank of New York. After the merger, Newco will have its corporate headquarters in New York, New York. Newco will apply to the New York Stock Exchange to list its common stock for trading under the symbol “BK.”

Mellon and Bank of New York currently expect to complete the merger in the third quarter of 2007, subject, among other things, to receipt of required regulatory approvals. Prior to the issuance of the Normal PCS, Newco will adopt a certificate of designations with respect to a series of non-cumulative perpetual preferred stock having terms substantially the same as the Preferred Stock and, if the merger is consummated, Newco will, by operation of law, assume all of our obligations with respect to the PCS under the Trust Agreement, the Indenture, the Junior Subordinated Notes, the Guarantee Agreement, the Stock Purchase Contract Agreement, the Collateral Agreement and the Replacement Capital Covenant described in this prospectus supplement. From and after the consummation of the merger, all references in this prospectus supplement to the Preferred Stock shall be deemed to apply to this series of Newco non-cumulative perpetual preferred stock and all references in this prospectus supplement to “Mellon,” “we,” “us,” “our” and similar terms shall be deemed to apply to Newco. The merger will not affect the status of the Trust as a Delaware statutory trust.

The Offering

This summary includes questions and answers that highlight selected information from this prospectus supplement to help you understand the PCS, the Junior Subordinated Notes and the Preferred Stock.

What are the PCS?

The Preferred Capital Securities, or “PCS,” and the common securities issued concurrently by the Trust to us, or “Trust Common Securities,” represent beneficial interests in the Trust. The Trust’s assets consist solely of:

Ÿ Remarketable 6.044% Junior Subordinated Notes due 2043, or “Junior Subordinated Notes,” issued by us to the Trust;

Ÿ contracts, or “Stock Purchase Contracts,” for the Trust to purchase shares of our Non-cumulative Perpetual Preferred Stock, Series L, $100,000 liquidation preference per share, or “Preferred Stock,” from us on a date, referred to as the “Stock Purchase Date,” that we expect to be June 20, 2012 but may in certain circumstances be an earlier date or be deferred for quarterly periods until as late as June 20, 2013;

S-2

Ÿ to the extent holders exchange Normal PCS and U.S. treasury securities for Stripped PCS and Capital PCS, as described under “What are Stripped PCS and Capital PCS, and how can I exchange Normal PCS for Stripped PCS and Capital PCS?” on page S-11, certain U.S. treasury securities;

Ÿ after a successful Remarketing of the Junior Subordinated Notes, an interest-bearing deposit with Mellon Bank; and

Ÿ after the Stock Purchase Date, shares of Preferred Stock.

Unless otherwise indicated, as used in this prospectus supplement, “PCS” will include Normal PCS, Stripped PCS and Capital PCS.

Each holder of PCS will have a beneficial interest in the Trust but will not own any specific Junior Subordinated Note, Stock Purchase Contract, substituted treasury security, deposit or share of Preferred Stock. However, the Trust Agreement under which the Trust operates defines the financial entitlements of each series of beneficial interests in the Trust in a manner that causes those financial entitlements to correspond to the financial entitlements of the Trust in the assets of the Trust that are the “corresponding assets” for such series.

The series of PCS sold in this offering is called the 6.244% Fixed-to-Floating Rate Normal Preferred Capital Securities, or “Normal PCS,” and each Normal PCS represents a beneficial interest in the Trust initially corresponding to the following Trust assets:

Ÿ a 1/100^th interest in a Stock Purchase Contract under which the Trust agrees to purchase, and we agree to sell, for $100,000, a share of Preferred Stock on the Stock Purchase Date, and

Ÿ a Junior Subordinated Note with a principal amount of $1,000, which the Trust will pledge to us to secure its obligations under the Stock Purchase Contract.

After the Stock Purchase Date, each Normal PCS will correspond to 1/100^th of a share of Preferred Stock held by the Trust.

S-3

The following diagram shows the transactions that will happen on the day that the Trust issues the Normal PCS in this offering:

Initial Issuance

1) Investors purchase Normal PCS, each with a $1,000 liquidation amount, from the Trust, which corresponds to $1,000 principal amount of Junior Subordinated Notes and a 1/100^th interest in a Stock Purchase Contract having a stated amount of $100,000.

2) The Trust purchases Junior Subordinated Notes from Mellon and enters into the Stock Purchase Contracts with Mellon. The Trust pledges the Junior Subordinated Notes to Mellon to secure its obligation to purchase Preferred Stock on the Stock Purchase Date.

The Trust will issue the PCS in three series that will correspond to different assets of the Trust: Normal PCS, Stripped PCS and Capital PCS. Each PCS will have a liquidation amount of $1,000. At the completion of this offering, the only beneficial interests in the Trust that will be outstanding are the Normal PCS and the Trust Common Securities. The two other series of PCS that the Trust may issue, “Stripped PCS” and “Capital PCS,” may be issued only in connection with an exchange for Normal PCS as described under “What are Stripped PCS and Capital PCS, and how can I exchange Normal PCS for Stripped PCS and Capital PCS?” on page S-11.

After the offering, you will have the right to exchange your Normal PCS and certain U.S. treasury securities for Stripped PCS and Capital PCS by substituting pledged treasury securities for the pledged Junior Subordinated Notes. You will be able to exercise this right on any business day until the Stock Purchase Date, other than from and including the fifth through the 20^th day of March, June, September or December or from 3:00 P.M., New York City time, on the second business day before the beginning of any Remarketing Period and until the business day after the end of that Remarketing Period. You will also not be able to exercise this right at any time after a successful Remarketing. We refer to periods during which exchanges are permitted as “Exchange Periods” and we explain how Remarketing works and when it may occur under “What is a Remarketing?” on page S-18. A “business

S-4

day” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in New York, New York, Pittsburgh, Pennsylvania or Wilmington, Delaware are permitted or required by any applicable law to close.

Each Stripped PCS will be a beneficial interest in the Trust corresponding to a 1/100^th interest in a Stock Purchase Contract and the substituted treasury securities, and each Capital PCS will be a beneficial interest in the Trust corresponding to a Junior Subordinated Note with a $1,000 principal amount. We describe the exchange process for the Stripped PCS and Capital PCS in more detail under “What are Stripped PCS and Capital PCS, and how can I exchange Normal PCS for Stripped PCS and Capital PCS?” on page S-11.

What are the Stock Purchase Contracts?

Each Stock Purchase Contract consists of an obligation of the Trust to purchase, and of us to sell, a share of our Preferred Stock on the Stock Purchase Date for $100,000, as well as our obligation to pay periodic contract payments, or “Contract Payments,” to the Trust as described below. To secure its obligation under each Stock Purchase Contract to purchase a share of Preferred Stock from us on the Stock Purchase Date, the Trust will pledge either Junior Subordinated Notes (which after the Remarketing Settlement Date will be replaced by a deposit with Mellon Bank, payable on the Stock Purchase Date and bearing interest at 5.630% per annum) or Qualifying Treasury Securities with an aggregate principal amount equal to the stated amount of $100,000 of the corresponding Stock Purchase Contract.

We will make Contract Payments on each Regular Distribution Date through the Stock Purchase Date at the annual rate of .200% of the stated amount of $100,000 per Stock Purchase Contract. We explain what the Regular Distribution Dates are under “What distributions or payments will be made to holders of the Normal PCS, Stripped PCS and Capital PCS?” on page S-14. The Trust will distribute these Contract Payments when received from Mellon to each holder of Normal PCS and Stripped PCS in an amount equal to 1/100^th of each Contract Payment received on a Stock Purchase Contract for each Normal PCS or Stripped PCS. We may defer the Contract Payments. If we defer any of these payments, we will accrue interest on the deferred amounts at the initial rate per annum applicable to the Junior Subordinated Notes. We will pay the deferred amounts on the Stock Purchase Date to the Trust in the form of subordinated notes, as described under “When can the Trust defer or skip distributions on the PCS?” on page S-16. The Trust will in turn distribute each payment of interest on, or principal of, these subordinated notes to the holders of Normal PCS and Stripped PCS as received.

What are the basic terms of the Junior Subordinated Notes?

Maturity and Redemption.    The maturity date of the Junior Subordinated Notes will be June 20, 2043 or such earlier date on or after June 20, 2016 as we may elect in connection with a Remarketing. We may from time to time redeem Junior Subordinated Notes, in whole or in part, at any date on or after June 20, 2016, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including deferred interest (if any), to the date of redemption. If we are deferring interest on the Junior Subordinated Notes at the time of the Remarketing, however, we may not elect a maturity date or redemption date that is earlier than seven years after commencement of the deferral period. We will give not less than 30 days’ nor more than 60 days’ notice of redemption by mail to holders of the Junior Subordinated Notes. We may not redeem the Junior Subordinated Notes in part if the principal amount has been accelerated and such acceleration has not been rescinded or unless all accrued and unpaid interest has been paid in full on all outstanding Junior Subordinated Notes for all

S-5

interest periods terminating on or before the redemption date. In connection with a Remarketing, we may change the date after which we may redeem Junior Subordinated Notes to a later date or change the redemption price; provided that no redemption price may be less than the principal plus accrued and unpaid interest (including additional interest) on the Junior Subordinated Notes.

We may also redeem all, but not less than all, of the Junior Subordinated Notes prior to the Stock Purchase Date upon the occurrence of a tax event, an investment company event, a rating agency event or a capital event. Additionally, we may redeem all, but not less than all, of the Junior Subordinated Notes on or after the Stock Purchase Date and prior to June 20, 2016 upon the occurrence of a tax event or an investment company event. The redemption price of the Junior Subordinated Notes in the case of a redemption in connection with a rating agency event or tax event will be equal to the greater of 100% of their principal amount and a make-whole redemption price plus accrued and unpaid interest through the date of redemption. The redemption price of the Junior Subordinated Notes in the case of a redemption in connection with a capital treatment or an investment company event will be equal to 100% of their principal amount plus accrued and unpaid interest through the date of redemption. If we redeem the Junior Subordinated Notes prior to the Stock Purchase Date, the Stock Purchase Contracts will terminate automatically and the Trust will redeem the PCS. Holders of Normal PCS and Capital PCS will receive an amount in cash equal to the redemption price of the Junior Subordinated Notes that are corresponding assets of their PCS and holders of Stripped PCS will receive the Qualifying Treasury Securities that are corresponding assets of their Stripped PCS. Holders of Normal PCS and Stripped PCS will also receive accrued and unpaid Contract Payments through the date of redemption with respect to their beneficial interests in Stock Purchase Contracts that are corresponding assets of the applicable series of PCS.

Our right to redeem the Junior Subordinated Notes prior to the Stock Purchase Date is subject to important limitations, including the following:

Ÿ Under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Junior Subordinated Notes prior to the Stock Purchase Date is subject to prior approval of the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of Cleveland, or any successor Federal bank regulatory agency having primary jurisdiction over us, collectively referred to as the “Federal Reserve.” Moreover, unless the Federal Reserve authorizes us to do otherwise in writing, we will redeem the Junior Subordinated Notes prior to the Stock Purchase Date only if they are replaced with other Tier 1 capital that is not a restricted core capital element—for example, common stock or non-cumulative perpetual preferred stock.

Ÿ We are making a covenant in favor of certain debt holders limiting, among other things, our right to redeem Junior Subordinated Notes prior to the Stock Purchase Date, as described under “Are there limitations on our or the Trust’s right to redeem or repurchase the PCS?” on page S-27.

Subordination.    Our obligations to pay interest and premium (if any) on, and principal of, the Junior Subordinated Notes are subordinate and junior in right of payment and upon liquidation to all of our senior and subordinated indebtedness, as defined under “Description of the Junior Subordinated Notes—Subordination” on page S-88.

S-6

Our obligations to pay interest and premium (if any) on, and principal of, the Junior Subordinated Notes will rank pari passu with our obligations in respect of our Pari Passu Securities. “Pari Passu Securities” means:

Ÿ indebtedness that, among other things,

Ÿ qualifies or is issued to financing vehicles issuing securities that qualify as Tier 1 capital of Mellon under the capital guidelines of the Federal Reserve, and

Ÿ by its terms ranks equally with the Junior Subordinated Notes in right of payment and upon liquidation; and

Ÿ guarantees of indebtedness described in the first bullet or securities issued by one or more financing vehicles described in the first bullet.

Pari Passu Securities includes our £200,050,000 principal amount of 6.369% junior subordinated deferrable interest debentures, Series C, held by Mellon Capital III but not any junior subordinated debentures or guarantees that may be issued in the future in connection with traditional trust preferred securities. All liabilities of our subsidiaries, including trade accounts payable and accrued liabilities arising in the ordinary course of business, are effectively senior to the Junior Subordinated Notes to the extent of the assets of such subsidiaries.

As of March 31, 2007, our indebtedness and obligations, on a parent-only basis, totaled approximately $2.7 billion and our subsidiaries’ direct borrowings and deposit liabilities that would effectively rank senior to the Junior Subordinated Notes totaled approximately $31.5 billion.

Because of the subordination, if we become insolvent, holders of senior and subordinated debt may receive more, ratably, and holders of the Junior Subordinated Notes having a claim pursuant to those securities may receive less, ratably, than our other creditors. This type of subordination will not prevent an event of default from occurring under the Indenture in connection with the Junior Subordinated Notes. The Indenture does not limit the amount of senior and subordinated debt that we may incur. We expect from time to time to incur additional indebtedness and other obligations constituting senior and subordinated debt. As described under “What is an Early Remarketing?” on page S-22, after the first Remarketing attempt in an Early Remarketing we may elect that the Junior Subordinated Notes no longer be subordinated to our senior and subordinated debt effective on the Remarketing Settlement Date.

Interest Payments.    We will pay interest on the Junior Subordinated Notes semi-annually on each June 20 and December 20, commencing December 20, 2007, at a rate equal to 6.044% per annum. We will also pay interest on the Junior Subordinated Notes on the Stock Purchase Date, if not otherwise an interest payment date, if they have not been successfully remarketed prior thereto, as described under “What is a Remarketing?” on page S-18. We will have the right under the Indenture to defer the payment of interest on the Junior Subordinated Notes at any time or from time to time as described under “When can the Trust defer or skip distributions on the PCS?—Interest on the Junior Subordinated Notes” on page S-17. If any date on which interest is payable on the Junior Subordinated Notes is not a business day, then payment of the interest payable on that date will be made on the next day that is a business day, without adjustment.

If on the Stock Purchase Date any interest accrued on the Junior Subordinated Notes has not been paid in cash and there is a Failed Remarketing, we will pay the Trust the deferred interest on the Stock Purchase Date in the form of Additional Subordinated Notes, as described under “When can the Trust defer or skip distributions on the PCS?“ on page S-16. The Trust will in turn distribute each

S-7

payment of interest on, or principal of, these subordinated notes to the holders of Normal PCS and Capital PCS as received.

Events of Default.    If an event of default under the Indenture occurs and continues, the Indenture Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Junior Subordinated Notes may declare the entire principal and all accrued but unpaid interest of all Junior Subordinated Notes to be due and payable immediately. If the Indenture Trustee or the holders of Junior Subordinated Notes do not make such declaration and the Junior Subordinated Notes are beneficially owned by the Trust or a trustee of the Trust, the Property Trustee or the holders of at least 25% in aggregate liquidation amount of the Capital PCS and the Normal PCS (if such default occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date) shall have such right. An “event of default,” when used in the Indenture, means any of the following:

Ÿ non-payment of interest for 30 days after deferral for 14 or more consecutive semi-annual interest periods or the equivalent thereof, in the event that interest periods are other than semi-annual;

Ÿ termination of the Trust at any time it is holding the Junior Subordinated Notes, unless the PCS are redeemed and the Junior Subordinated Notes are distributed to holders of Capital PCS and, if such termination occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the holders of the Normal PCS;

Ÿ bankruptcy of Mellon; or

Ÿ receivership of a major subsidiary depository institution of Mellon within the meaning of the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies.

As of the date of this prospectus supplement, Mellon Bank is Mellon’s only major subsidiary depository institution. Upon consummation of the merger described in this prospectus supplement, both Mellon Bank and The Bank of New York will be major subsidiary depository institutions of Newco.

Events of default do not include the breach of any other covenant in the Junior Subordinated Notes or the Indenture and, accordingly, the breach of any other covenant would not entitle the Indenture Trustee or holders of the Junior Subordinated Notes to declare the Junior Subordinated Notes due and payable.

Pledge of Junior Subordinated Notes.    The Trust will pledge Junior Subordinated Notes with a principal amount equal to the aggregate liquidation amount of the Normal PCS and Trust Common Securities to secure its obligations under the Stock Purchase Contracts. After the creation of Stripped PCS and Capital PCS, the Trust will also hold Junior Subordinated Notes that are not pledged with an aggregate principal amount equal to the liquidation amount of the Capital PCS. The pledged Junior Subordinated Notes and related Stock Purchase Contracts are corresponding assets for Normal PCS and Trust Common Securities, and the Junior Subordinated Notes that are not pledged are corresponding assets for the Capital PCS. The Bank of New York will hold the pledged Junior Subordinated Notes and Qualifying Treasury Securities as collateral agent, or “Collateral Agent,” for us and the other Junior Subordinated Notes as custodial agent, or “Custodial Agent,” for the Trust.

What are the basic terms of the Preferred Stock?

The holder of the Preferred Stock after the Stock Purchase Date will be the Trust unless the Trust is dissolved. The Trust, as the sole holder of the Preferred Stock so long as the Normal PCS are

S-8

outstanding, will make distributions on the Normal PCS out of the dividends if declared by Mellon’s board of directors (or a duly authorized committee of the board) received on the Preferred Stock.

Declaration of Dividends, etc.    Holders of shares of Preferred Stock will be entitled to receive non-cumulative cash dividends, only when, as and if declared by Mellon’s board of directors (or a duly authorized committee of the board), payable at the applicable dividend rate applied to the liquidation preference per share, calculated on each share from the Stock Purchase Date.

Dividend Rate.    Any dividends on shares of Preferred Stock will be calculated (a) if the Preferred Stock is issued prior to June 20, 2012, at a rate per annum equal to 6.244% until June 20, 2012, and (b) thereafter, at a rate per annum that will be reset quarterly and will equal the greater of (i) three-month LIBOR for the related Dividend Period plus .565% and (ii) 4.000%. Any dividends will be calculated prior to June 20, 2012 based on a 360-day year consisting of 12 30-day months and thereafter based on the actual number of days in the Dividend Period using a 360-day year.

Dividend Payment Dates.    The Dividend Payment Dates for the Preferred Stock, or “Dividend Payment Dates,” are (a) if the Preferred Stock is issued prior to June 20, 2012, June 20 and December 20 of each year until June 20, 2012, and (b) thereafter, March 20, June 20, September 20 and December 20 of each year, or if any such day is not a business day, the next business day, commencing on the first such date following the Stock Purchase Date. If a Dividend Payment Date prior to June 20, 2012 is not a business day, the applicable dividend shall be paid on the next business day, without adjustment.

Redemption.    The Preferred Stock is not redeemable prior to the later of June 20, 2012 and the Stock Purchase Date. On that date or on any date after that date (but subject to the limitations described under “Replacement Capital Covenant” on page S-120), the Preferred Stock is redeemable at Mellon’s option, in whole or in part, at a redemption price equal to $100,000 per share, plus any declared and unpaid dividends without regard to any undeclared dividends. The Preferred Stock will not be subject to any sinking fund or other obligation of Mellon to redeem, repurchase or retire the Preferred Stock. If the Trust is the holder of the Preferred Stock at such redemption, it may also redeem the Normal PCS as described in “What is the maturity of the PCS, and may the Trust redeem the PCS?” on page S-18.

Our right to redeem or repurchase shares of the Preferred Stock is subject to important limitations, including the following:

Ÿ Under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Preferred Stock is subject to prior approval of the Federal Reserve. Moreover, unless the Federal Reserve authorizes us to do otherwise in writing, we will redeem the Preferred Stock only if it is replaced with other Tier 1 capital that is not a restricted core capital element—for example, common stock or another series of non-cumulative perpetual preferred stock.

Ÿ We are making a covenant in favor of certain debt holders limiting, among other things, our right to redeem or repurchase shares of Preferred Stock, as described under “Are there limitations on our or the Trust’s right to redeem or repurchase the PCS?” on page S-27.

See “Risk Factors—Additional Risks Related to the Normal PCS after the Stock Purchase Date—Investors should not expect Mellon to redeem the Preferred Stock on the date it first becomes redeemable or on any particular date after it becomes redeemable” on page S-37.

S-9

Ranking.    The Preferred Stock:

Ÿ will rank senior to Mellon’s junior stock with respect to the payment of dividends and distributions upon liquidation, dissolution or winding-up. Junior stock includes Mellon’s common stock and any other class of stock that ranks junior to the Preferred Stock either as to the payment of dividends or as to the distribution of assets upon any liquidation, dissolution or Mellon’s winding-up; and

Ÿ will rank at least equally with each other series of parity stock that Mellon may issue with respect to the payment of dividends and distributions upon liquidation, dissolution or Mellon’s winding-up.

If we pay a partial dividend or skip a dividend payment on the Preferred Stock at any time, we will be subject to the restrictions described under “When can the Trust defer or skip distributions on the PCS?—Dividends on the Preferred Stock” on page S-18.

Liquidation.    Upon Mellon’s voluntary or involuntary liquidation, dissolution or winding-up, holders of the Preferred Stock are entitled to receive out of Mellon’s assets that are available for distribution to shareholders, before any distribution is made to holders of common stock or other junior stock, a liquidation distribution in the amount of $100,000 per share, plus any declared and unpaid dividends, including, if applicable, a pro rata portion of any declared and unpaid dividends for the then-current Dividend Period to the date of liquidation, without regard for any undeclared dividends. Distributions will be made pro rata as to the Preferred Stock and any other parity stock and only to the extent of Mellon’s assets, if any, that are available after satisfaction of all liabilities to creditors.

Voting Rights.    Holders of the Preferred Stock will have no voting rights, except as provided below or as otherwise provided by applicable law. Holders of Normal PCS must act through the Property Trustee to exercise any voting rights.

If and when dividends payable on the Preferred Stock or on any other class or series of stock of Mellon, whether bearing dividends on a non-cumulative or cumulative basis but otherwise ranking on a parity with the Preferred Stock as to payment of dividends and that have comparable voting rights, referred to as “Voting Parity Stock,” shall have not been declared and paid (i) in the case of the Preferred Stock and Voting Parity Stock bearing non-cumulative dividends, in full for at least six quarterly dividend periods or their equivalent (whether or not consecutive), or (ii) in the case of Voting Parity Stock bearing cumulative dividends, in an aggregate amount equal to full dividends for at least six quarterly dividend periods or their equivalent (whether or not consecutive), the authorized number of directors then constituting Mellon’s board of directors will be increased by two and the holders of shares of Preferred Stock, together with the holders of all other affected classes and series of Voting Parity Stock, voting as a single class, shall be entitled to elect the two additional directors at any annual or special meeting of shareholders called for the purpose of electing directors or any special meeting of holders of shares of Preferred Stock and holders of Voting Parity Stock. In the case of the Preferred Stock and any other affected class or series of preferred stock that bears dividends on a non-cumulative basis, these voting rights shall continue until full dividends have been paid for at least one year. In the case of any class or series of preferred stock that bears dividends on a cumulative basis, these voting rights shall continue until cumulative dividends have been paid in full.

So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by our Articles of Incorporation, the vote or consent of the holders of at least a majority of the shares of Preferred Stock at the time outstanding, voting separately as a

S-10

single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

Ÿ any amendment of our Articles of Incorporation to authorize, or increase the authorized amount of, any shares of any class or series of capital stock ranking senior to the Preferred Stock with respect to payment of dividends or distribution of assets on our liquidation; as well as any amendment, alteration or repeal of any provision of our Articles of Incorporation or by-laws that would alter or change the voting powers, preferences or special rights of the Preferred Stock so as to affect them adversely; provided that the amendment of the Articles of Incorporation so as to authorize or create, or to increase the authorized amount of, any junior stock or any shares of any class or series or any securities convertible into shares of any class or series of Dividend Parity Stock or other capital stock of ours ranking on a parity with the Preferred Stock in the distribution of assets on our liquidation, dissolution or winding-up shall not be deemed to affect adversely the voting powers, preferences or special rights of the Preferred Stock; or

Ÿ any merger or consolidation of us with or into any entity other than a corporation, or any merger or consolidation of us with or into any other corporation (other than the merger with Newco) if we are not the surviving corporation in such merger or consolidation and if the Preferred Stock is changed in such merger or consolidation into anything other than a class or series of preferred stock of the surviving or resulting corporation, or a corporation controlling such corporation, having voting powers, preferences and special rights that, if such change were effected by amendment of our Articles of Incorporation, would not require a vote of the holders of the Preferred Stock under the preceding paragraph.

Maturity.    The Preferred Stock does not have any maturity date, and Mellon is not required to redeem the Preferred Stock. Accordingly, the Preferred Stock will remain outstanding indefinitely, unless and until Mellon decides to redeem it. Mellon may not redeem the Preferred Stock without receiving the prior approval of the Federal Reserve.

Preemptive Rights.    Holders of shares of Preferred Stock will have no preemptive rights.

What are Stripped PCS and Capital PCS, and how can I exchange Normal PCS for Stripped PCS and Capital PCS?

After the offering, you may consider it beneficial either to hold Capital PCS, which corresponds only to Junior Subordinated Notes but not to Stock Purchase Contracts, or to realize income from their sale. These investment choices are facilitated by exchanging Normal PCS and certain U.S. treasury securities for Stripped PCS and Capital PCS. At your option, at any time during an Exchange Period, you may elect to exchange Normal PCS for Stripped PCS and Capital PCS by substituting certain U.S. treasury securities, which we refer to as “Qualifying Treasury Securities,” for the pledged Junior Subordinated Notes. See “Description of the PCS—Exchanging Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS” on page S-56. The Trust will pledge the substituted Qualifying Treasury Securities to secure its obligations under the Stock Purchase Contracts corresponding to the Stripped PCS, and the Collateral Agent will release the pledged Junior Subordinated Notes from the pledge, but they will continue to be property of the Trust corresponding to the Capital PCS.

Each Stripped PCS will have a liquidation amount of $1,000 and will initially be a beneficial interest in the Trust corresponding to:

Ÿ a 1/100^th interest in a Stock Purchase Contract; and

S-11

Ÿ a Qualifying Treasury Security having a principal amount of $1,000 and maturing at least one business day prior to December 20, 2007 (for the period to such date if Stripped PCS are outstanding before such date) and thereafter the next succeeding March 20, June 20, September 20 or December 20 (or if any such day is not a business day, the next business day).

On the Stock Purchase Date, the Trust will use the proceeds of the Qualifying Treasury Securities to satisfy its obligations under the Stock Purchase Contracts corresponding to the Stripped PCS, as a result of which each Stripped PCS, like each Normal PCS, will represent a 1/100^th interest in a share of Preferred Stock held by the Trust. On the next business day, each Stripped PCS will automatically, without any action by holders being necessary, be and become a Normal PCS with the same liquidation amount. If, however, there has been a Failed Remarketing, as described under “What happens if the Remarketing Agent cannot remarket the Junior Subordinated Notes for settlement on or before May 21, 2013?” on page S-23, and we have paid deferred interest on the Junior Subordinated Notes on the Stock Purchase Date in Additional Subordinated Notes, as described under “When can the Trust defer or skip distributions on the PCS?” on page S-16, the Stripped PCS will not become Normal PCS until we have paid all amounts due on these Additional Subordinated Notes.

Each Capital PCS will have a liquidation amount of $1,000 and will represent a beneficial interest in the Trust corresponding to a Junior Subordinated Note with a principal amount of $1,000. The Trust will not pledge the Junior Subordinated Notes that are the corresponding assets for the Capital PCS to secure its obligations under the Stock Purchase Contracts.

After you have exchanged Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS, you may exchange them back into Normal PCS during any Exchange Period. In that event, Junior Subordinated Notes having a principal amount equal to the liquidation amount of the Capital PCS will be substituted under the pledge for the same principal amount of Qualifying Treasury Securities, which will be released from the pledge and delivered to you. If you elect to exchange Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS, or vice versa, you will be responsible for any related fees or expenses incurred by the Trust, the Collateral Agent, the Custodial Agent or the Transfer Agent.

S-12

The following diagrams illustrate the exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS and vice versa:

Exchange of Normal PCS and Qualifying Treasury Securities

for Stripped PCS and Capital PCS

Exchange of Stripped PCS and Capital PCS

for Normal PCS and Qualifying Treasury Securities

S-13

What distributions or payments will be made to holders of the Normal PCS, Stripped PCS and Capital PCS?

General.    The Normal PCS, Stripped PCS and Capital PCS are beneficial interests in the Trust, with the financial entitlements of each such series corresponding to the financial entitlements of the Trust in the corresponding assets for such series. Accordingly, the Trust will make distributions on Normal PCS, Stripped PCS and Capital PCS only when and to the extent it has funds on hand available to make such distributions from receipt of payments on the corresponding assets for each respective series. Similarly, if we exercise our right to defer payment of interest on the Junior Subordinated Notes or Contract Payments, or to pay partial dividends or skip dividends on the Preferred Stock once issued, the Trust will defer or pay partial or skip corresponding distributions on the Normal PCS, Stripped PCS and Capital PCS, as applicable.

The distribution dates for Normal PCS and Stripped PCS, which we call “Regular Distribution Dates,” are:

Ÿ each June 20 and December 20 occurring prior to and including the later of June 20, 2012 and the Stock Purchase Date, commencing December 20, 2007 (or in the case of Stripped PCS, the first such date on which Stripped PCS are outstanding), or if any such day is not a business day, the next business day;

Ÿ after the later of June 20, 2012 and the Stock Purchase Date, each March 20, June 20, September 20 and December 20, or if any such day is not a business day, the next business day; and

Ÿ the Stock Purchase Date if not otherwise a Regular Distribution Date;

provided that the last Regular Distribution Date for the Stripped PCS will be the Stock Purchase Date or, if later, the date on which no Additional Subordinated Notes issued in respect of deferred contract payments are outstanding.

The distribution dates for Capital PCS, which we call “Capital PCS Distribution Dates,” are:

Ÿ each June 20 and December 20, commencing on the later of the first such date on which Capital PCS are outstanding and December 20, 2007 and continuing through and including the last such date to occur prior to the Remarketing Settlement Date, or if any such day is not a business day, the next business day; and

Ÿ thereafter for so long as Capital PCS remain outstanding, each day on which interest is payable on the Junior Subordinated Notes.

Also, prior to the Stock Purchase Date, the Trust will make additional distributions on the Stripped PCS relating to the Qualifying Treasury Securities quarterly on each March 20, June 20, September 20 and December 20, or if any such day is not a business day, the next business day, which we call “Additional Distribution Dates,” or as promptly thereafter as the Collateral Agent and the paying agent determine to be practicable, commencing on the later of the first such day after Stripped PCS are outstanding and September 20, 2007.

We use the term “Distribution Date” to mean a Regular Distribution Date, a Capital PCS Distribution Date or an Additional Distribution Date. A “Distribution Period” is (i) with respect to Normal PCS, Stripped PCS and Trust Common Securities, each period of time beginning on a Regular Distribution Date (or the date of original issuance in the case of the Distribution Period ending in September 2007) and continuing to but not including the next succeeding Regular Distribution Date for

S-14

such series; and (ii) with respect to Capital PCS, each period of time beginning on a Capital PCS Distribution Date (or the date of original issuance of the PCS in the case of the Distribution Period ending in September 2007) and continuing to but not including the next succeeding Capital PCS Distribution Date.

Distributions made for periods prior to the later of June 20, 2012 and the Stock Purchase Date will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and distributions for periods beginning on or after such date will be calculated on the basis of a 360-day year and the number of days actually elapsed.

Normal PCS.    Distributions on Normal PCS will be payable on each Regular Distribution Date:

Ÿ from June 19, 2007 through the later of June 20, 2012 and the Stock Purchase Date, accruing at a rate equal to 6.244% per annum for each Distribution Period ending prior to such date, and thereafter accruing at an annual rate equal to the greater of (i) Three-Month LIBOR for such Distribution Period plus .565% and (ii) 4.000%; and

Ÿ on a cumulative basis for each Regular Distribution Date to and including the Stock Purchase Date and on a non-cumulative basis thereafter.

The distributions paid on any Regular Distribution Date will include any additional amounts or deferred interest amounts received by the Trust on the Junior Subordinated Notes or deferred Contract Payments received by the Trust on Stock Purchase Contracts, in each case that are corresponding assets for the Normal PCS, as well as payments of interest on and principal of any subordinated notes we issue to the Trust on the Stock Purchase Date in respect of deferred interest on the Junior Subordinated Notes or deferred Contract Payments. See “When can the Trust defer or skip distributions on the PCS?” below.

Stripped PCS.    Distributions on Stripped PCS will be payable on each Regular Distribution Date on or prior to the Stock Purchase Date:

Ÿ at the annual rate of .200%, accruing for each Stripped PCS from the Regular Distribution Date immediately preceding its issuance, and

Ÿ on a cumulative basis.

The distributions paid on any Regular Distribution Date will include any deferred Contract Payments received by the Trust on Stock Purchase Contracts that are corresponding assets for the Stripped PCS. The Trust will also distribute to holders of Stripped PCS a pro rata portion of each payment received in respect of interest on or principal of any subordinated notes we issue to the Trust on the Stock Purchase Date in respect of deferred Contract Payments.

Additionally, on each Additional Distribution Date (or as promptly thereafter as the Collateral Agent and the paying agent determine to be practicable), each holder of Stripped PCS will also receive a pro rata distribution from the Trust of the amount by which the proceeds of the Qualifying Treasury Securities pledged by the Trust in respect of Stock Purchase Contracts maturing at least one business day prior to such date exceed the amount required to purchase replacement Qualifying Treasury Securities. We refer to these distributions as “Excess Proceeds Distributions.”

Capital PCS.    Distributions on Capital PCS will be payable on each Capital PCS Distribution Date prior to the Stock Purchase Date at the annual rate of 6.044%, accruing for each Capital PCS from the Capital PCS Distribution Date immediately preceding its issuance.

S-15

If we successfully remarket the Junior Subordinated Notes as described under “What is a Remarketing?” on page S-18 and you do not elect to dispose of your Capital PCS in connection with the Remarketing, any changes we make to the interest rate and interest payment dates for the Junior Subordinated Notes will be reflected in the distribution rate and distribution payment dates applicable to the Capital PCS. The Trust will redeem the Capital PCS in exchange for Junior Subordinated Notes (or, if we elect to remarket the Junior Subordinated Notes as trust preferred securities as described under “What is a Remarketing?” on page S-18, in exchange for trust preferred securities of the new trust) promptly after the Remarketing Settlement Date.

On and after the Remarketing Settlement Date (if the redemption described above has not been completed) or in the event of a Failed Remarketing, the Stock Purchase Date, holders of Capital PCS will be entitled to receive distributions on the dates and in the amounts that we pay interest on the Junior Subordinated Notes, as described under “What are the basic terms of the Junior Subordinated Notes?” on page S-5. The distributions paid on any Capital PCS Distribution Date will include any additional amounts or deferred interest amounts received by the Trust on the Junior Subordinated Notes that are corresponding assets for the Capital PCS, as well as payments of interest on and principal of any subordinated notes we issue to the Trust on the Stock Purchase Date in respect of deferred interest on the Junior Subordinated Notes in the event of a Failed Remarketing.

When can the Trust defer or skip distributions on the PCS?

The Trust will make distributions on each series of PCS only to the extent it has received payments on the corresponding assets of such series—that is, interest payments on the Junior Subordinated Notes, Contract Payments on the Stock Purchase Contracts and dividends on the Preferred Stock. Accordingly, the Trust will defer or skip distributions on any series of PCS whenever we are deferring or skipping payments on the assets that correspond to that series. Thus, if we are deferring Contract Payments at any time prior to the Stock Purchase Date, the Trust will defer that portion of the distributions on the Normal PCS and Stripped PCS that corresponds to the Contract Payments.

Similarly, if we are deferring interest payments on the Junior Subordinated Notes, the Trust will defer that portion of the distributions on the Normal PCS (prior to the Remarketing Settlement Date) that corresponds to the interest payments, and will defer the distributions on the Capital PCS. If we skip any dividend on the Preferred Stock, the Trust will skip the corresponding distribution on Normal PCS after the Stock Purchase Date. The Trust will not be entitled to defer Excess Proceeds Distributions on the Stripped PCS. The Trust will not make a distribution on the Normal PCS on any Distribution Date to the extent we do not declare and pay a dividend on the Preferred Stock, and you will have no entitlement to receive these distributions at a later date.

Stock Purchase Contracts.    We may, at our option, and will if so directed by the Federal Reserve, defer Contract Payments at any time and from time to time. We may elect, and will elect if so directed by the Federal Reserve, to defer payments on more than one occasion. Deferred Contract Payments will accrue interest until paid, compounded on each Regular Distribution Date, at the rate per annum originally applicable to the Junior Subordinated Notes. If we elect to defer Contract Payments on the Stock Purchase Contracts until the Stock Purchase Date, then we will pay the Trust the deferred Contract Payments on the Stock Purchase Date in additional junior subordinated notes, or “Additional Subordinated Notes.” The Additional Subordinated Notes will:

Ÿ have a principal amount equal to the aggregate amount of deferred Contract Payments as of the Stock Purchase Date;

S-16

Ÿ mature on the later of June 20, 2016 and five years after commencement of the related deferral period;

Ÿ bear interest at a rate per annum equal to the rate of interest originally applicable to the Junior Subordinated Notes;

Ÿ be subordinate and rank junior in right of payment to all of our senior and subordinated debt on the same basis as the Junior Subordinated Notes;

Ÿ permit us to optionally defer interest on the same basis as the Junior Subordinated Notes; and

Ÿ be redeemable by us at any time prior to their stated maturity.

The Additional Subordinated Notes will be issued as a new series of notes under our junior subordinated indenture described in this prospectus supplement under “Description of the Junior Subordinated Notes” on page S-86.

Interest on the Junior Subordinated Notes.    We may, at our option, and will if so directed by the Federal Reserve, defer the interest payments due on the Junior Subordinated Notes at any time and from time to time. We may elect to defer interest payments on more than one occasion. Deferred interest will accrue additional interest, compounded on each Regular Distribution Date, from the relevant interest payment date during any deferral period, at the rate borne by the Junior Subordinated Notes at such time, to the extent permitted by applicable law. We may not defer interest payments that we are otherwise obligated to pay in cash for any period of time that exceeds seven years with respect to any deferral period or that extends beyond the maturity date of the Junior Subordinated Notes. If on the Stock Purchase Date any interest accrued on the Junior Subordinated Notes has not been paid in cash and there is a Failed Remarketing, then we will pay the Trust the deferred interest on the Stock Purchase Date in the form of Additional Subordinated Notes.

Restrictions Resulting from a Deferral.    Subject to certain exceptions as described under “Description of the Junior Subordinated Notes—Restrictions on Certain Payments, including on Deferral of Interest” on page S-97, during any period in which we defer interest payments on the Junior Subordinated Notes or Contract Payments on the Stock Purchase Contracts, including any period prior to the payment in full of any Additional Subordinated Notes, in general we and our subsidiaries cannot:

Ÿ declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of our capital stock;

Ÿ make any interest, principal or premium payment on, or repay, repurchase or redeem, any of our debt securities that rank equally with or junior to the Junior Subordinated Notes, except that in connection with a Failed Remarketing we may pay interest in Additional Subordinated Notes and we may repurchase Junior Subordinated Notes in exchange for Preferred Stock; or

Ÿ make any payment on any guarantee that ranks equal or junior to the Guarantee related to the PCS.

If we exercise our right to defer payments of stated interest on the Junior Subordinated Notes, we intend to treat the Junior Subordinated Notes as reissued, solely for U.S. federal income tax purposes, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, the income that you would be required to accrue would exceed the interest payments that you would actually receive. See “Certain U.S. Federal Income Tax Consequences” on page S-127.

S-17

Dividends on the Preferred Stock.    We may pay a partial dividend or skip a dividend payment on the Preferred Stock at any time. During any Dividend Period, so long as any shares of Preferred Stock remain outstanding, unless the full dividends for the then-current Dividend Period on all outstanding shares of Preferred Stock have been paid, or declared and funds set aside therefor, no dividend whatsoever shall be paid or declared on Mellon’s common stock or other junior stock, other than a dividend payable solely in junior stock. We and our subsidiaries also may not purchase, redeem or otherwise acquire for consideration (other than as a result of reclassification of junior stock for or into junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock), nor will we pay to or make available any monies for a sinking fund for the redemption of, any of our common stock or other junior stock unless we have paid full dividends on the Preferred Stock for the most recently-completed Dividend Period. However, the foregoing provisions shall not restrict the ability of any of our affiliates to engage in any market-making transactions in our junior stock in the ordinary course of business.

On any Dividend Payment Date for which full dividends are not paid, or declared and funds set aside therefor, upon the Preferred Stock and any Dividend Parity Stock, all dividends paid or declared for payment on that Dividend Payment Date with respect to the Preferred Stock and the Dividend Parity Stock shall be shared first ratably by the holders of any such shares, if any, who have the right to receive dividends with respect to Dividend Periods prior to the then-current Dividend Period, in proportion to the respective amounts of the undeclared and unpaid dividends relating to prior Dividend Periods, and thereafter by the holders of these shares on a pro rata basis.

What is the maturity of the PCS, and may the Trust redeem the PCS?

The PCS have no stated maturity. The Trust must redeem the Normal PCS upon redemption of the Preferred Stock and it must redeem the Capital PCS in kind in exchange for Junior Subordinated Notes or for cash (if you have so elected) in connection with a successful Remarketing. The consequences of an unsuccessful Remarketing are described under “Are there limitations on our or the Trust’s right to redeem or repurchase the PCS?” on page S-27. The redemption price of each PCS will equal the redemption price of the corresponding assets. Our right to redeem the Junior Subordinated Notes and the redemption price of the Junior Subordinated Notes is described under “What are the basic terms of the Junior Subordinated Notes?—Maturity and Redemption” on page S-5. Our right to redeem the Preferred Stock and the redemption price of the Preferred Stock is described under “What are the basic terms of the Preferred Stock?—Redemption” on page S-9. The Property Trustee will give not less than 30 days’ (or not less than 20 days’ in the case of a redemption in kind after a successful Remarketing) nor more than 60 days’ notice of redemption by mail to holders of the PCS.

What is a Remarketing?

For each Normal PCS, the Trust will pledge $1,000 principal amount of Junior Subordinated Notes to secure its obligation to pay the purchase price for 1/100^th of a share of Preferred Stock on the Stock Purchase Date. To provide the Trust with the funds necessary to pay the purchase price of the Preferred Stock under the Stock Purchase Contracts, the Trust will attempt to sell the Junior Subordinated Notes in a process we call a “Remarketing.” Each Remarketing will occur during a “Remarketing Period” that begins on the seventh business day immediately preceding a February 18, May 21, August 21 or November 20, or if such day is not a business day, the immediately preceding business day, and continues for five business days or until a successful Remarketing occurs, if earlier, with the related Remarketing (if successful) settling on such February 18, May 21, August 21 or November 20, or if such day is not a business day, the immediately preceding business day, which is

S-18

the “Remarketing Settlement Date.” Unless an Early Settlement Event shall have occurred as described under “What is an Early Remarketing?” on page S-22, the first Remarketing Period will begin on the seventh business day immediately preceding May 21, 2012, or if such day is not a business day, the immediately preceding business day, which will be the Remarketing Settlement Date if the Remarketing is successful.

As a holder of Normal PCS, you are not required to take any action in connection with a Remarketing, but you may elect during any Exchange Period prior to such Remarketing to exchange your Normal PCS for Stripped PCS and Capital PCS if the Remarketing is successful. If you do so, Junior Subordinated Notes having a principal amount equal to the liquidation amount of your Normal PCS will be excluded from the Remarketing. To make this election, you will also be required to deliver Qualifying Treasury Securities in the same principal amount to the Collateral Agent prior to the Remarketing. Upon a successful Remarketing, the Trust will receive the net proceeds of the pledged Junior Subordinated Notes sold in the Remarketing and place the proceeds in an interest-bearing deposit with Mellon Bank. This deposit will be substituted for the pledged Junior Subordinated Notes and will provide the Trust with sufficient cash on the Stock Purchase Date to purchase the Preferred Stock and to make a payment to holders of Normal PCS (other than those making the election described above) in the amount they would have received in respect of interest accrued on the Junior Subordinated Notes through the Stock Purchase Date had they not been successfully remarketed and the interest rate not been reset as described below. If we are deferring interest on the Junior Subordinated Notes at the time of a successful Remarketing, the deposit will also enable the Trust to make a cash payment to holders of the Normal PCS on the Stock Purchase Date in the amount of the accrued and unpaid interest on the Junior Subordinated Notes.

If you hold Capital PCS and elect to dispose of them in the event of a successful Remarketing as described below, your Capital PCS will be redeemed for cash out of the proceeds of the Remarketing. If you do not make this election, your Capital PCS will be redeemed in exchange for Junior Subordinated Notes promptly after the Remarketing Settlement Date.

We will enter into a remarketing agreement, or “Remarketing Agreement,” with a nationally recognized investment bank, as remarketing agent, or “Remarketing Agent,” which will agree to use its commercially reasonable efforts as Remarketing Agent to sell the Junior Subordinated Notes included in the Remarketing at a price that results in proceeds, net of any remarketing fee, of at least 100% of their Remarketing Value. The “Remarketing Value” of each Junior Subordinated Note will be equal to the present value on the Remarketing Settlement Date of an amount equal to the principal amount of such Junior Subordinated Notes, plus the interest payable on such Junior Subordinated Notes on the next Regular Distribution Date, including any deferred interest, assuming for this purpose, even if not true, that the interest rate on the Junior Subordinated Notes remains at the interest rate in effect immediately prior to the Remarketing and all accrued and unpaid interest on the Junior Subordinated Notes is paid in cash on such date, determined using a discount rate equal to the interest rate on the deposit with Mellon Bank. To obtain that value, the Remarketing Agent may reset the interest rate on the Junior Subordinated Notes to a new fixed rate, or “Reset Rate,” or to a new floating rate equal to an index plus a spread, or “Reset Spread,” that will apply to all outstanding Junior Subordinated Notes, whether or not included in the Remarketing, and will become effective on the Remarketing Settlement Date. If we elect a floating rate, we also have the option to change the interest payment dates and manner of calculation of interest on the Junior Subordinated Notes to correspond with the market conventions applicable to notes bearing interest at a rate based on the applicable index. The Junior Subordinated Notes will bear interest at the new rate from and after the Remarketing Settlement Date.

S-19

As noted above, if you hold Normal PCS and prefer to retain your economic interest in the Junior Subordinated Notes represented by your Normal PCS if a Remarketing is successful, you may elect to exchange them for Stripped PCS and Capital PCS. To make this election, you must, by 3:00 P.M., New York City time, on the second business day before the beginning of any Remarketing Period, deliver your Normal PCS to the Transfer Agent and, for each Normal PCS, also deliver $1,000 principal amount of Qualifying Treasury Securities to the Collateral Agent, all as described in “Description of the PCS—Remarketing of the Junior Subordinated Notes—Normal PCS” on page S-64. If the Remarketing is successful, on the Remarketing Settlement Date, the Qualifying Treasury Securities you delivered will be substituted under the pledge for the Junior Subordinated Notes, you will be deemed to have exchanged your Normal PCS for Stripped PCS and Capital PCS, your Normal PCS will be cancelled and the Stripped PCS and Capital PCS will be delivered to you. If the Remarketing is unsuccessful, your Normal PCS and Qualifying Treasury Securities will be returned to you.

If you hold Capital PCS, you may elect to dispose of them in connection with the Remarketing, as a result of which you will receive an amount in cash equal to the Remarketing Value of the corresponding Junior Subordinated Notes on the Remarketing Settlement Date if the Remarketing is successful. To make this election, you must deliver your Capital PCS to the Transfer Agent by 3:00 P.M., New York City time, on the second business day before the beginning of any Remarketing Period, as described in “Description of the PCS—Remarketing of the Junior Subordinated Notes—Capital PCS” on page S-65. If the Remarketing is not successful, your Capital PCS will be returned to you. Since distributions on the Capital PCS correspond to interest on the Junior Subordinated Notes, the new interest rate established in a successful Remarketing will also apply to any Capital PCS that are not disposed of in connection with the Remarketing.

The Reset Rate or Reset Spread will be determined in the Remarketing such that the proceeds from the Remarketing, net of any remarketing fee, will be at least 100% of the Remarketing Value; provided that the Reset Rate may not exceed the Fixed Rate Reset Cap or the Reset Spread may not exceed the Floating Rate Reset Cap, as applicable, in connection with the first four Remarketing Periods. The “Fixed Rate Reset Cap” will be the prevailing market yield, as determined by the Remarketing Agent, of the benchmark U.S. treasury security having a remaining maturity that most closely corresponds to the period from such date until the earliest date on which the Junior Subordinated Notes may be redeemed at our option in the event of a successful Remarketing, plus 350 basis points, or 3.50% per annum, and the “Floating Rate Reset Cap,” which the Reset Spread may not exceed, will be 300 basis points, or 3.00% per annum.

In connection with a Remarketing, we may elect:

Ÿ to change the date after which the Junior Subordinated Notes will be redeemable at our option to any date on or after June 20, 2016 and to change the redemption price; provided that no redemption price may be less than the principal plus accrued and unpaid interest (including additional interest) on the Junior Subordinated Notes, or

Ÿ to move the maturity date of the Junior Subordinated Notes up to any date on or after June 20, 2016;

provided that if we are deferring interest on the Junior Subordinated Notes at the time of the Remarketing, we may not elect a maturity date or specify an optional redemption date that is earlier than seven years after commencement of the deferral period.

We may also elect to remarket the Junior Subordinated Notes in the form of trust preferred securities. If we make this election, we will establish a new Delaware statutory trust and offer its trust

S-20

preferred securities in the Remarketing instead of the Junior Subordinated Notes. If the Remarketing is successful, the new trust will purchase the Junior Subordinated Notes included in the Remarketing from the Trust with the proceeds of the trust common securities of the new trust, which we will purchase, and the proceeds of the trust preferred securities sold in the Remarketing, and the Trust will exchange the Junior Subordinated Notes not included in the Remarketing for additional trust preferred securities of the new trust.

Each Remarketing Period will last for five consecutive business days. On any day other than the last day of a Remarketing Period, we will have the right, in our absolute discretion and without prior notice to the holders of the PCS, to postpone the Remarketing until the following business day.

The following diagram shows the principal features of a Remarketing:

Remarketing Period

About One Month Prior to Stock Purchase Date

(1) The Junior Subordinated Notes owned by the Trust and pledged to Mellon are remarketed to new investors.

(2) Net proceeds from the Remarketing are placed in an interest-bearing deposit with Mellon Bank that will be used to purchase the Preferred Stock under the Stock Purchase Contracts and, combined with the final semi-annual Contract Payment on the Stock Purchase Contracts, make the final semi-annual payment due to holders of the Normal PCS on the Stock Purchase Date at the rate of 6.244% per annum of their liquidation amount.

What happens if the first Remarketing is not successful?

If the Remarketing Agent cannot remarket the Junior Subordinated Notes during the first Remarketing Period at a price that results in proceeds, net of any remarketing fee, of at least 100% of their Remarketing Value, then:

Ÿ the interest rate on the Junior Subordinated Notes will not be reset;

Ÿ the Junior Subordinated Notes will continue to bear interest at the interest rate originally applicable;

S-21

Ÿ the Remarketing Agent will attempt to establish a Reset Rate or Reset Spread meeting the requirements described under “What is a Remarketing?” on page S-18 and remarket the Junior Subordinated Notes in subsequent Remarketing Periods; and

Ÿ the subsequent Remarketing Periods shall begin on the seventh business day immediately preceding each of August 21, 2012, November 20, 2012, February 18, 2013 and May 21, 2013 (or if any such day is not a business day, the immediately preceding business day), which date shall be the Remarketing Settlement Date in the event of a successful Remarketing.

Any Remarketing after the first Remarketing will be subject to the same conditions and procedures described under “What is a Remarketing?” on page S-18, except that if a successful Remarketing has not previously occurred and, as a result, the Remarketing Agent attempts a Remarketing beginning on the seventh business day immediately preceding May 21, 2013, the Reset Rate for that Remarketing will not be subject to the Fixed Rate Reset Cap or the Reset Spread for that Remarketing will not be subject to the Floating Rate Reset Cap, as applicable.

What is an Early Remarketing?

If an Early Settlement Event occurs, as described under “What is an Early Settlement Event?” on page S-23, the Remarketing process will be moved up such that the first Remarketing Period will begin on the seventh business day prior to the next February 18, May 21, August 21 or November 20, or if any such day is not a business day, the immediately preceding business day, that is at least 30 days after the occurrence of the Early Settlement Event. We will conduct an “Early Remarketing” in which:

Ÿ the first Remarketing attempt will be on the basis that the Junior Subordinated Notes will be remarketed as deeply subordinated securities (i.e., we will not have the option to elect to remarket them as senior notes) and will be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable;

Ÿ the second, third and fourth Remarketing attempts will be on the basis that the Junior Subordinated Notes will be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable, but may, at our election, be remarketed as senior notes; and

Ÿ the fifth and last Remarketing attempt will be on the basis that the Junior Subordinated Notes will not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable, and may, at our election, be remarketed as senior notes.

If the first Remarketing attempt in an Early Remarketing is not successful, up to four additional attempts will be made beginning on the seventh business day prior to the next February 18, May 21, August 21 or November 20, or if any such day is not a business day, the immediately preceding business day, as applicable, immediately following the first Remarketing Period, which date shall be the Remarketing Settlement Date in the event of a successful Remarketing, and the Stock Purchase Date shall be the March 20, June 20, September 20 or December 20 immediately following the Remarketing Settlement Date or the final unsuccessful attempt, or on the next business day if not a business day. In the case of an Early Settlement Event resulting from the entry of an order for dissolution of the Trust by a court of competent jurisdiction, however, there shall be only one Remarketing Period and the Reset Rate shall not be subject to the Fixed Rate Reset Cap or the Reset Spread shall not be subject to the Floating Rate Reset Cap, as applicable. If that Remarketing is not successful, it shall be deemed a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 20, June 20, September 20 or December 20, or if such day is not a business day, the next business day.

S-22

What is an Early Settlement Event?

An “Early Settlement Event ” shall be deemed to occur if:

Ÿ our “total risk-based capital ratio” is less than 10%;

Ÿ our “tier 1 risk-based capital ratio” is less than 6%;

Ÿ our “leverage capital ratio” is less than 4%;

Ÿ the Federal Reserve, in its discretion, anticipates that we may fail one or more of the capital tests referred to above in the near term and delivers a notice to us so stating; or

Ÿ the Trust is dissolved pursuant to the entry of an order for dissolution by a court of competent jurisdiction.

The related Early Settlement Event in the case of the tests described in the first three bullets will be deemed to occur on the date we file a Form FR Y-9C showing in Schedule HC-R (or successor forms) that the related capital measure has been failed.

If I hold Capital PCS, may I dispose of them in a Remarketing?

If you hold Capital PCS, you may elect to dispose of them in the Remarketing. If the Remarketing is successful, you would then receive an amount equal to the Remarketing Value of the corresponding Junior Subordinated Notes on the Remarketing Settlement Date. You may wish to make this election if you think that you would not want to hold Capital PCS after the Remarketing because of the changes in the distribution rate and other terms that may occur as a result of the Remarketing. To make this election, you must deliver your Capital PCS to the Transfer Agent for the PCS by 3:00 P.M., New York City time, on the second business day before the beginning of any Remarketing Period, as described in “Description of the PCS—Remarketing of the Junior Subordinated Notes—Capital PCS” on page S-65.

What happens if the Remarketing Agent cannot remarket the Junior Subordinated Notes for settlement on or before May 21, 2013?

If the Remarketing Agent fails to remarket the Junior Subordinated Notes successfully by the end of the fifth Remarketing Period, which except in an Early Remarketing would be the five-business day period beginning on the seventh business day prior to May 21, 2013, the interest rate on the Junior Subordinated Notes will not be reset and they will continue to accrue interest at the interest rate that would otherwise apply. We refer to this situation as a “Failed Remarketing.” In the event of a Failed Remarketing, we may move the maturity date of the Junior Subordinated Notes to any date on or after June 20, 2016; provided that if we are deferring interest on the Junior Subordinated Notes at the time of the Remarketing, we may not elect a maturity date that is earlier than seven years after commencement of the deferral period.

S-23

Following a Failed Remarketing, on the Stock Purchase Date we will exercise our rights as a secured party and, subject to applicable law, retain the Junior Subordinated Notes pledged to secure the Trust’s obligations under the Stock Purchase Contracts or their proceeds under the Collateral Agreement or sell the Junior Subordinated Notes in one or more public or private sales. In either case, together with the application of the proceeds at maturity of any Qualifying Treasury Securities held by the Collateral Agent, this would satisfy the Trust’s obligations under the Stock Purchase Contracts in full and we would deliver the Preferred Stock to the Trust. We will pay any accrued and unpaid interest not otherwise paid in cash on the Junior Subordinated Notes pledged to us by the Trust in Additional Subordinated Notes. Holders of Normal PCS and Capital PCS will receive distributions corresponding to payments of principal of and interest on these Additional Subordinated Notes received by the Trust.

Stock Purchase Date—Settlement after Failed Remarketing

(1) If five Remarketing attempts fail, Mellon will exercise its rights under the Collateral Agreement either to retain the Junior Subordinated Notes or dispose of them and apply the proceeds in settlement of the Stock Purchase Contracts. In either case, the Trust’s obligations under the Stock Purchase Contracts will be satisfied in full and Mellon will deliver the Preferred Stock to the Trust and make a final semi-annual Contract Payment on the Stock Purchase Contracts.

(2) The Trust uses the final semi-annual Contract Payment and the interest payment due on the Stock Purchase Date on the Junior Subordinated Notes to make a distribution to holders of the Normal PCS at the rate of 6.244% per annum of their liquidation amount, which is the initial combined distribution rate on the Normal PCS.

S-24

After the Settlement of the Stock Purchase Contracts

(1) After settlement of the Stock Purchase Contracts on the Stock Purchase Date, for each $1,000 liquidation amount of Normal PCS and Stripped PCS the Trust will own 1/100^th of a share of Preferred Stock.

What happens on the Stock Purchase Date?

If there has been a successful Remarketing, on the Stock Purchase Date, Mellon Bank will repay the interest-bearing deposit and a portion of the proceeds, together with the cash proceeds of the Qualifying Treasury Securities, automatically will be applied towards satisfying the Trust’s obligation to purchase Preferred Stock under the Stock Purchase Contracts, and we will issue the Preferred Stock to the Trust. The Trust will apply the remainder of the proceeds of the interest-bearing deposit and the Contract Payments received from Mellon to make the distributions due on the Regular Distribution Date to holders of Normal PCS and Stripped PCS. Whether or not there has been a successful Remarketing, holders will not be required to deliver any additional cash or securities to the Trust.

Each Stripped PCS will automatically, without any action by holders being necessary, be and become a Normal PCS on the business day immediately following the Stock Purchase Date, unless there has been a Failed Remarketing and we have issued Additional Subordinated Notes to the Trust in respect of deferred interest on the Junior Subordinated Notes, in which case the Stripped PCS will only be and become Normal PCS on the business day after these Additional Subordinated Notes have been paid in full. The Normal PCS, and the Stripped PCS if then outstanding, will represent a beneficial interest in the Trust corresponding to 1/100^th of a share of Preferred Stock. If we have issued Additional Subordinated Notes to the Trust in respect of deferred interest on the Junior Subordinated Notes, the Normal PCS, but not the Stripped PCS, will also correspond to these Additional Subordinated Notes. On the Stock Purchase Date, holders of the Normal PCS and the Stripped PCS will also receive the distributions described under “What distributions or payments will be made to holders of the Normal PCS, Stripped PCS and Capital PCS?” on page S-14.

S-25

The following diagrams show what happens on the Stock Purchase Date if there has been a successful Remarketing during the initially scheduled Remarketing Period in May 2012, as well as what assets of the Trust the Normal PCS will correspond to after the Stock Purchase Date:

Stock Purchase Date

(1) Mellon Bank repays the interest-bearing deposit.

(2) The Trust purchases the Preferred Stock from Mellon for $100,000 per share under the Stock Purchase Contracts using the proceeds at maturity of the Qualifying Treasury Securities and a portion of the proceeds of the deposit. Mellon makes the final semi-annual Contract Payment to the Trust.

(3) The Trust uses the final semi-annual Contract Payment and the remainder of the proceeds of the Mellon Bank deposit to make a distribution to holders of the Normal PCS at the rate of 6.244% per annum of their liquidation amount, which is the initial combined distribution rate on the Normal PCS.

After settlement of the Stock Purchase Contracts on the Stock Purchase Date, for each $1,000 liquidation amount of Normal PCS and Stripped PCS the Trust will own 1/100^th of a share of Preferred Stock.

What happens to the Stock Purchase Contracts in the event of a bankruptcy or merger of Mellon?

The Stock Purchase Contracts, our and the Trust’s related rights and obligations under the Stock Purchase Contracts, including the right and obligation to purchase Preferred Stock and the right to receive accrued Contract Payments, automatically will terminate upon our bankruptcy, insolvency or reorganization. If Mellon Bank is placed in receivership while it is holding the interest-bearing deposit, and if the Stock Purchase Contracts have not been terminated, the deposit will be assigned to us on the Stock Purchase Date as payment for the Preferred Stock corresponding to the Normal PCS; however, if the Stock Purchase Contracts have been terminated, the deposit will remain property of the Trust until the Trust’s assets are distributed to the holders of the Trust securities.

We will agree not to merge or consolidate with any other person unless the surviving corporation assumes our obligations under the Stock Purchase Contracts and reserves sufficient authorized and

S-26

unissued shares of preferred stock having substantially the same terms and conditions as the Preferred Stock, such that the Trust will receive, on the Stock Purchase Date, preferred stock having substantially the same rights as the Preferred Stock that it would have received had such merger or consolidation not occurred.

Bank of New York and Mellon have proposed to combine through the successive merger of each company with and into Newco, as described under “The Proposed Merger” on page S-2, and currently expect to complete the merger in the third quarter of 2007, subject, among other things, to receipt of required regulatory approvals. If the merger is consummated, Newco will assume all of our obligations under the Stock Purchase Contract Agreement.

What is the ranking of the Trust’s claims against Mellon either for the Contract Payments under the Stock Purchase Contracts or for interest or principal on the Junior Subordinated Notes if Mellon were to become insolvent?

The Trust’s claims against us for Contract Payments or for payments of principal and interest on the Junior Subordinated Notes are subordinated to our indebtedness for money borrowed, including any subordinated debt that is not by its terms expressly made pari passu with or junior to the Junior Subordinated Notes, as described under “Description of the Junior Subordinated Notes—Subordination” on page S-88. As mentioned above, your right to receive accrued and unpaid Contract Payments automatically will terminate upon the occurrence of particular events of Mellon’s bankruptcy, insolvency or reorganization.

In connection with an Early Remarketing, other than the first attempt at Remarketing, we may elect that our obligations under the Junior Subordinated Notes shall be remarketed as senior notes.

Are there limitations on our or the Trust’s right to redeem or repurchase the PCS?

At or prior to the initial issuance of the Normal PCS, we will enter into a Replacement Capital Covenant, referred to as the “Replacement Capital Covenant,” relating to the PCS, the Junior Subordinated Notes and the shares of Preferred Stock the Trust will purchase under the Stock Purchase Contracts. The Replacement Capital Covenant only benefits holders of Covered Debt, as defined in “Replacement Capital Covenant” on page S-120, and is not enforceable by holders of the PCS or the Preferred Stock. However, the Replacement Capital Covenant could preclude us from repurchasing the PCS or redeeming or repurchasing Junior Subordinated Notes or shares of Preferred Stock at a time when we might otherwise wish to repurchase the PCS or redeem or repurchase Junior Subordinated Notes or shares of Preferred Stock. If notice of redemption of any Preferred Stock has been given and if the funds necessary for the redemption have been set aside by us for the benefit of the holders of any shares of Preferred Stock so called for redemption, then, from and after the redemption date, those shares shall no longer be deemed outstanding and all rights of the holders of those shares (including the right to receive any dividends) will terminate, except the right to receive the redemption price.

In the Replacement Capital Covenant, we covenant that neither we nor any of our subsidiaries will redeem or purchase:

Ÿ Junior Subordinated Notes prior to the Stock Purchase Date, or

Ÿ PCS or Preferred Stock prior to the date that is 10 years after the Stock Purchase Date,

S-27

except in either case to the extent:

Ÿ we have obtained the prior approval of the Federal Reserve, if such approval is then required by the Federal Reserve, and

Ÿ the total redemption or purchase price is equal to or less than the sum, as of the date of redemption or repurchase, of

Ÿ 133.33% of the aggregate amount of

Ÿ net cash proceeds we or our subsidiaries have received from the issuance and sale of common stock and rights to acquire common stock of Mellon, and

Ÿ the market value of common stock of Mellon that we or our subsidiaries have delivered as consideration for property or assets in an arm’s length transaction or in connection with the conversion or exchange of any securities for which we have not received equity credit from a nationally recognized statistical rating organization, plus

Ÿ 100% of the aggregate net cash proceeds we or our subsidiaries have received from the issuance of certain other specified securities that have equity-like characteristics that satisfy the requirements of the Replacement Capital Covenant and are the same as, or more equity-like than, the applicable characteristics of the PCS at that time,

in each case during the 180 days prior to such date.

Additionally, under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Junior Subordinated Notes prior to the Stock Purchase Date and any redemption or repurchase of the PCS is subject to prior approval of the Federal Reserve. See “What are the basic terms of the Junior Subordinated Notes—Maturity and Redemption” on page S-5 concerning limitations on our right to redeem the Junior Subordinated Notes before the Stock Purchase Date and “What are the basic terms of the Preferred Stock?—Redemption” on page S-9 concerning limitations on our right to redeem or repurchase shares of Preferred Stock.

The Trust will redeem the Capital PCS in exchange for Junior Subordinated Notes promptly after the Remarketing Settlement Date. After the Stock Purchase Date, if the Junior Subordinated Notes have not been successfully remarketed, or the earlier termination of the Stock Purchase Contracts, the Trust may redeem the Capital PCS, in whole but not in part, in exchange for Junior Subordinated Notes having a principal amount equal to the liquidation amount of the Capital PCS so redeemed, provided that there are no additional notes outstanding that were issued in respect of deferred interest on the Junior Subordinated Notes. The Trust is also required to redeem the Normal PCS upon redemption of the Preferred Stock and to redeem any outstanding Capital PCS upon the maturity or earlier redemption of the Junior Subordinated Notes, in each case out of the proceeds of the corresponding security. The Replacement Capital Covenant does not restrict the redemption or repurchase of the Capital PCS on or after the Stock Purchase Date.

When can the Trust be dissolved?

The Trust may only be dissolved: (i) upon a bankruptcy, dissolution or liquidation of the holder of the Trust Common Securities, (ii) at any time after the Stock Purchase Date or earlier termination of the Stock Purchase Contracts, upon the direction of the holder of the Trust Common Securities, (iii) upon the redemption of all the PCS in accordance with the provisions of the Trust Agreement, or (iv) upon the entry of an order for the dissolution of the Trust by a court of competent jurisdiction. The dissolution of the Trust pursuant to the entry of an order for dissolution will constitute an Early Settlement Event if it occurs prior to the Stock Purchase Date and the Stock Purchase Contracts have not otherwise been terminated.

S-28

Upon the dissolution, after satisfaction of liabilities of creditors of the Trust, holders of each series of PCS will generally receive corresponding assets of the Trust in respect of their PCS, which may in the case of Normal PCS consist of depositary receipts in respect of their beneficial interests therein, and the PCS will no longer be deemed to be outstanding.

What is the extent of our Guarantee?

Pursuant to a guarantee, or “Guarantee,” that we will execute and deliver for the benefit of holders of PCS, we will irrevocably guarantee, on a junior subordinated basis, the payment in full of the following:

Ÿ any accumulated and unpaid distributions required to be paid on the PCS, to the extent the Trust has funds available to make the payment;

Ÿ the redemption price for any PCS called for redemption, to the extent the Trust has funds available to make the payment; and

Ÿ upon a voluntary or involuntary dissolution, winding-up or liquidation of the Trust, other than in connection with a distribution of corresponding assets to the holders of the PCS, the lesser of:

Ÿ the aggregate of the liquidation amount and all accumulated and unpaid distributions on the PCS to the date of payment, to the extent the Trust has funds available to make the payment; and

Ÿ the amount of assets of the Trust remaining available for distribution to holders of the PCS upon liquidation of the Trust.

Our obligations under the Guarantee are unsecured, are subordinated to and junior in right of payment to all of our secured and senior and subordinated debt and will rank on a parity with any other similar guarantees we may issue in the future.

The PCS, the Guarantee and the Junior Subordinated Notes do not limit our ability or the ability of our subsidiaries to incur additional indebtedness, including indebtedness that ranks senior to or equally with the Junior Subordinated Notes and the Guarantee.

The Guarantee, when taken together with our obligations under the Junior Subordinated Notes and the Indenture, the Stock Purchase Contracts and the Trust Agreement, including the obligations to pay costs, expenses, debts and liabilities of the Trust, other than liabilities with respect to the Trust securities, has the effect of providing a full and unconditional guarantee by Mellon of amounts due on the PCS.

What are the U.S. federal income tax consequences related to the PCS?

If you purchase Normal PCS in the offering, we will treat you for U.S. federal income tax purposes as having acquired an interest in the Junior Subordinated Notes and Stock Purchase Contracts held by the Trust. You must allocate the purchase price of the Normal PCS between those Junior Subordinated Notes and Stock Purchase Contracts in proportion to their respective fair market values, which will establish your initial tax basis in the Junior Subordinated Notes and the Stock Purchase Contracts. We will treat the fair market value of each interest in the Junior Subordinated Notes as $1,000 and the fair market value of each Stock Purchase Contract as $0. This position generally will be binding on the beneficial owner of each Normal PCS but not on the Internal Revenue Service.

S-29

Assuming full compliance with the terms of the Trust Agreement, the Trust will not be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, and the Trust intends to treat itself as one or more grantor trusts or agency arrangements for U.S. federal income tax purposes. Accordingly, for U.S. federal income tax purposes, we will treat each U.S. holder (as defined under “Certain U.S. Federal Income Tax Consequences” on page S-127) of Normal PCS as purchasing and owning a beneficial interest in the Junior Subordinated Notes and as required to take into account its pro rata share of all items of income, gain, loss or deduction of the Trust.

The Junior Subordinated Notes will be treated as our indebtedness for U.S. federal income tax purposes. We intend to treat stated interest on the Junior Subordinated Notes as ordinary interest income that is includible in your gross income at the time the interest is paid or accrued, in accordance with your regular method of tax accounting, and by purchasing a Normal PCS you agree to report income on this basis. However, because there are no regulations, rulings or other authorities that address the U.S. federal income tax treatment of debt instruments that are substantially similar to the Junior Subordinated Notes, other treatments of the Junior Subordinated Notes are possible. See “Certain U.S. Federal Income Tax Consequences” on page S-127.

If we exercise our right to defer payments of stated interest on the Junior Subordinated Notes, we intend to treat the Junior Subordinated Notes as reissued, solely for U.S. federal income tax purposes, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, the income that you would be required to accrue would exceed the interest payments that you would actually receive. See “Certain U.S. Federal Income Tax Consequences” on page S-127. We intend to report Contract Payments on the Stock Purchase Contracts as income to you, but you may want to consult your tax advisor concerning the U.S. federal income tax treatment of the Contract Payments. See “Certain U.S. Federal Income Tax Consequences” on page S-127.

What are the U.S. federal income tax consequences related to the Preferred Stock?

Any distribution with respect to the Preferred Stock that we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will constitute a dividend and will be includible in income by you when received by the Trust and distributed to you as holder of a Normal PCS after the Stock Purchase Date. Any such dividend will be eligible for the dividends received deduction if you are an otherwise qualifying corporate U.S. holder that meets the holding period and other requirements for the dividends received deduction.

What are our expected uses of proceeds from the offering of the PCS?

We expect to receive net proceeds from this offering of approximately $494,800,000, after expenses and underwriting commissions. The Trust will invest all of the proceeds from the sale of the Normal PCS and the Trust Common Securities in the Junior Subordinated Notes issued by us.

We intend to use the net proceeds for general corporate purposes, which include working capital, capital expenditures, investments in or loans to our subsidiaries, refinancing of debt, including outstanding commercial paper and other short-term indebtedness, if any, redemption or repurchase of shares of our outstanding common stock, funding of possible acquisitions and satisfaction of other obligations. The precise amounts and timing of the application of proceeds will depend on the funding requirements of Mellon and its subsidiaries and affiliates.

S-30

RISK FACTORS

An investment in the PCS is subject to the risks described below. You should carefully review the following risk factors and other information contained in this prospectus supplement, in the documents incorporated by reference in this prospectus supplement and in the accompanying prospectus before deciding whether this investment is suited to your particular circumstances. In addition, because each PCS sold in the offering will represent a beneficial interest in the Trust, which will own our Junior Subordinated Notes and enter into Stock Purchase Contracts with us to acquire our Preferred Stock, you are also making an investment decision with regard to the Junior Subordinated Notes and the Preferred Stock, as well as our Guarantee of the Trust’s obligations. You should carefully review all the information in this prospectus supplement about all of these securities.

Risks Relating to the PCS

We may defer Contract Payments and interest payments on the Junior Subordinated Notes, and this may have an adverse effect on the value of the PCS.

We may at our option, and will if so directed by the Federal Reserve, defer the payment of all or part of the Contract Payments on the Stock Purchase Contracts through the Stock Purchase Date, in which case the Trust would defer distributions of corresponding amounts on the Normal PCS and the Stripped PCS. We also may at our option, and will if so directed by the Federal Reserve, defer interest payments on the Junior Subordinated Notes and any Additional Subordinated Notes, in which case the Trust would defer distributions on the Normal PCS, if the deferral occurs prior to the Stock Purchase Date, and on the Capital PCS.

If the Junior Subordinated Notes are successfully remarketed, the proceeds will reflect the value of accrued and unpaid interest and, to the extent not placed in an interest-bearing deposit with Mellon Bank to fund the purchase of the Preferred Stock and the final payment under the Normal PCS, will be paid to the holders of the Normal PCS and Trust Common Securities and holders of Capital PCS who elected to dispose of their Capital PCS in connection with the Remarketing. If the Junior Subordinated Notes are not successfully remarketed, on the Stock Purchase Date, the Trust will receive Additional Subordinated Notes in respect of any deferred amounts, which it will hold as additional assets corresponding to the Normal PCS and Capital PCS. If we defer any Contract Payments until the Stock Purchase Date, the Trust will receive Additional Subordinated Notes, in lieu of a cash payment, which it will hold as additional assets corresponding to the Normal PCS, the Stripped PCS and Trust Common Securities. The Additional Subordinated Notes that we issue to the Trust in satisfaction of deferred interest or Contract Payments will be deeply subordinated and bear interest at the rate originally applicable to the Junior Subordinated Notes, which could be less than our then current market rate of interest. In addition, if we exercise our option to defer interest on the Junior Subordinated Notes, we intend to treat the Junior Subordinated Notes as reissued, solely for U.S. federal income tax purposes, with original issue discount. As a result, you will be required to continue to accrue income for U.S. federal income tax purposes even though you would not receive current cash payments in respect of the Junior Subordinated Notes. See “Certain U.S. Federal Income Tax Consequences” on page S-127. Furthermore, if the Stock Purchase Contracts are terminated due to our bankruptcy, insolvency or reorganization, the right to receive Contract Payments and deferred Contract Payments, if any, will also terminate.

The terms of our outstanding junior subordinated debentures prohibit us from making any payment of principal of or interest on the Junior Subordinated Notes or the Guarantee relating to the PCS and from repaying, redeeming or repurchasing any Junior Subordinated Notes if an event of default under any indenture governing those debentures has occurred and is continuing or at any time when we have given notice of our election to defer interest thereunder or any amount of deferred interest thereunder that has not been cancelled remains unpaid.

S-31

The indenture does not limit the amount of indebtedness for money borrowed we may issue that ranks senior to the Junior Subordinated Notes upon our liquidation or in right of payment as to principal or interest.

The Junior Subordinated Notes will be subordinate and junior upon our liquidation to our obligations under all of our indebtedness for money borrowed that is not by its terms made pari passu with or junior to the Junior Subordinated Notes upon our liquidation. At March 31, 2007, our indebtedness and obligations ranking senior to the Junior Subordinated Notes upon liquidation, on a parent-only basis, was $2.7 billion.

“Parity securities” means debt securities or guarantees that rank on a parity with the Junior Subordinated Notes upon our liquidation and includes our £200,050,000 principal amount of 6.369% Junior Subordinated Debentures held by Mellon Capital III and our guarantee of the capital securities issued by Mellon Capital III. We may issue parity securities as to which we are required to make payments of interest during a deferral period on the Junior Subordinated Notes that, if not made, would cause us to breach the terms of the instrument governing such parity securities. The terms of the Junior Subordinated Notes permit us to make any payment of principal or deferred interest on parity securities that, if not made, would cause it to breach the terms of the instrument governing such parity securities. They also permit us to make any payment of current or deferred interest on parity securities and on the Junior Subordinated Notes during a deferral period that is made pro rata to the amounts due on such parity securities and the Junior Subordinated Notes.

If the Trust must settle the Stock Purchase Contracts early, you may earn a smaller return on your investment.

The Remarketing process may begin before May 2012 if certain adverse events described under “Description of the Junior Subordinated Notes—Early Settlement Events” on page S-96 occur. Although dividends will accrue on the Preferred Stock at the same rate as the combined rate at which Contract Payments and interest on the Junior Subordinated Notes would have accrued through June 20, 2012, Preferred Stock dividends are non-cumulative and thus the distributions on the Normal PCS would become non-cumulative at an earlier date than expected. The Preferred Stock acquired by the Trust will also rank lower on liquidation of Mellon than the Junior Subordinated Notes. Accordingly, if an Early Settlement Event occurs, the Trust may skip distributions that otherwise would have been cumulative and if Mellon becomes insolvent prior to the date on which the Stock Purchase Date would otherwise have occurred, the Trust’s claim against Mellon in the insolvency will rank lower than it would have ranked.

The Preferred Stock that the Trust purchases on the Stock Purchase Date may be worth less than the amount it pays for it.

The Trust must buy our Preferred Stock pursuant to the Stock Purchase Contracts on the Stock Purchase Date at a fixed price of $100,000 per share, or $1,000 for each 1/100^th interest in a Stock Purchase Contract corresponding to Normal PCS or Stripped PCS. Although dividends, if declared, will accrue on the Preferred Stock at a floating rate commencing on the later of the Dividend Payment Date in June 2012 and the Stock Purchase Date, the spread from LIBOR was established at the time of this offering. Accordingly, adverse changes in our credit quality may cause the market value of the Preferred Stock that the Trust will purchase on the Stock Purchase Date to be lower than the price per share that the Stock Purchase Contracts require it to pay. Holders of Normal PCS and Stripped PCS are assuming the entire risk that the market value of the Preferred Stock purchased by the Trust will be lower than the purchase price of the Preferred Stock and that the market value of 1/100^th of a share of Preferred Stock corresponding to a Normal PCS may be less than the price they paid for it, and that difference could be substantial.

S-32

The return of Pledged Securities on termination of the Stock Purchase Contracts could be delayed if we become subject to a bankruptcy proceeding.

Notwithstanding the automatic termination of the Stock Purchase Contracts, if we become the subject of a case under the U.S. Bankruptcy Code, imposition of an automatic stay under Section 362 of the Bankruptcy Code, if applicable, or any court-ordered stay may delay the return to the Trust of the securities or interest-bearing deposit with Mellon Bank being held as collateral for the Stock Purchase Contracts, and the delay may continue until the stay has been lifted. The stay will not be lifted until the bankruptcy judge agrees to lift it and return the collateral to the Trust, and the Trust will not be able to distribute the Junior Subordinated Notes or proceeds of the Mellon Bank interest-bearing deposit held as collateral to the holders of the Normal PCS or to distribute the Qualifying Treasury Securities held as collateral to the holders of the Stripped PCS until they are returned to it.

The Contract Payments and interest on the Junior Subordinated Notes beneficially owned by the Trust will be contractually subordinated and will be effectively subordinated to the obligations of our subsidiaries.

Our obligations with respect to Contract Payments and interest on the Junior Subordinated Notes will be subordinate and junior in right of payment and upon liquidation to our obligations under all of our indebtedness for money borrowed, other than our £200,050,000 principal amount of 6.369% Junior Subordinated Debentures held by Mellon Capital III and our guarantee of the preferred securities issued by Mellon Capital III, any other debt that by its terms is not superior in right of payment to the Junior Subordinated Notes and trade creditors. At March 31, 2007, our indebtedness and other obligations, on a parent-only basis, totaled approximately $2.7 billion.

We receive substantially all of our revenue from dividends from our subsidiaries. Because we are a holding company, our right to participate in any distribution of the assets of our banking or nonbanking subsidiaries, upon a subsidiary’s dissolution, winding-up, liquidation or reorganization or otherwise, and thus your ability to benefit indirectly from such distribution, is subject to the prior claims of creditors of any such subsidiary, except to the extent that we may be a creditor of that subsidiary and our claims are recognized. There are legal limitations on the extent to which some of our subsidiaries may extend credit, pay dividends or otherwise supply funds to, or engage in transactions with, us or some of our other subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay amounts due under our contracts or otherwise to make any funds available to us. Accordingly, the Contract Payments and payments on our Junior Subordinated Notes, and therefore the payments on the PCS, effectively will be subordinated to all existing and future liabilities of our subsidiaries. At March 31, 2007, our subsidiaries’ direct borrowings and deposit liabilities totaled approximately $31.5 billion.

We guarantee distributions on the PCS only to the extent the Trust has cash available.

If you hold any of the PCS, we will guarantee you, on an unsecured and junior subordinated basis, the payment of the following:

Ÿ any accumulated and unpaid distributions required to be paid on the PCS, to the extent the Trust has funds available to make the payment;

Ÿ the redemption price for any PCS called for redemption, to the extent the Trust has funds available to make the payment; and

Ÿ upon a voluntary or involuntary dissolution, winding-up or liquidation of the Trust, other than in connection with a distribution of corresponding assets to holders of PCS, the lesser of:

Ÿ the aggregate of the stated liquidation amount and all accumulated and unpaid distributions on the PCS to the date of payment, to the extent the Trust has funds available to make the payment; and

S-33

Ÿ the amount of assets of the Trust remaining available for distribution to holders of the PCS upon liquidation of the Trust.

If we do not make a required Contract Payment on the Stock Purchase Contracts or interest payment on the Junior Subordinated Notes, the Trust will not have sufficient funds to make the related payment on the PCS. The Guarantee does not cover payments on the PCS when the Trust does not have sufficient funds to make them. If we do not pay any amounts on the Stock Purchase Contracts or the Junior Subordinated Notes when due, holders of the PCS will have to rely on the enforcement by the Property Trustee of the trustee’s rights as owner of the Stock Purchase Contracts or the Junior Subordinated Notes, or, to the extent permitted, proceed directly against us for payment of any amounts due on the Stock Purchase Contracts or the Junior Subordinated Notes.

Our obligations under the Guarantee are unsecured and are subordinated to and junior in right of payment to all of our secured and senior indebtedness, and will rank on a parity with any similar guarantees issued by us in the future.

Holders of the PCS have limited rights under the Junior Subordinated Notes and Stock Purchase Contracts.

Except as described below, you, as a holder of the PCS, will not be able to exercise directly any other rights with respect to the Junior Subordinated Notes or Stock Purchase Contracts.

If an event of default under the Trust Agreement were to occur and be continuing, holders of the PCS would rely on the enforcement by the Property Trustee of its rights as the registered holder of the Junior Subordinated Notes and the Stock Purchase Contracts against us. In addition, the holders of a majority in liquidation amount of the relevant series of PCS would have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee under the Trust Agreement, including the right to direct the Property Trustee to exercise the remedies available to it as the holder of the Junior Subordinated Notes and Stock Purchase Contracts.

The Indenture for the Junior Subordinated Notes provides that the Indenture Trustee must give holders notice of all defaults or events of default within 30 days after a default or an event of default becomes known to the Indenture Trustee. However, except in the cases of a default or an event of default in payment on the Junior Subordinated Notes, the Indenture Trustee will be protected in withholding the notice if its responsible officers determine that withholding of the notice is in the interest of such holders.

If the Property Trustee were to fail to enforce its rights under the Junior Subordinated Notes in respect of an Indenture event of default after a record holder of the Normal PCS (if prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date) or the Capital PCS had made a written request, that record holder of the Normal PCS or the Capital PCS may, to the extent permitted by applicable law, institute a legal proceeding against us to enforce the Property Trustee’s rights under the Junior Subordinated Notes. In addition, if we were to fail to pay interest or principal on the Junior Subordinated Notes on the date that interest or principal is otherwise payable, except for deferrals permitted by the Trust Agreement and the Indenture, and this failure to pay were continuing, holders of the Normal PCS, if such failure occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, and holders of the Capital PCS may directly institute a proceeding for enforcement of payment of the principal of or interest on the Junior Subordinated Notes having a principal amount equal to the aggregate liquidation amount of their Normal PCS or Capital PCS (a “direct action”) after the respective due dates specified in the Junior Subordinated Notes. In connection with a direct action, we would have the right under the Indenture and the Trust Agreement to set off any payment made to

S-34

that holder by us. The Stock Purchase Contract Agreement contains similar provisions with respect to a direct action by holders of Normal PCS or Stripped PCS in the event of our default under the Stock Purchase Contracts.

The Property Trustee, as holder of the Junior Subordinated Notes on behalf of the Trust, has only limited rights of acceleration.

The Property Trustee, as holder of the Junior Subordinated Notes on behalf of the Trust, may accelerate payment of the principal and accrued and unpaid interest on the Junior Subordinated Notes only upon the occurrence and continuation of an Indenture event of default. An Indenture event of default is generally limited to payment defaults after giving effect to our deferral rights, and specific events of bankruptcy, insolvency and reorganization relating to us or the receivership of a major subsidiary depository institution of Mellon within the meaning of the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies. As of the date of this prospectus supplement, Mellon Bank is Mellon’s only major subsidiary depository institution. Upon consummation of the merger described in this prospectus supplement, both Mellon Bank and The Bank of New York will be major subsidiary depository institutions of Newco.

There is no right to acceleration upon breaches by us of other covenants under the Indenture or default on our payment obligations under the Guarantee.

The secondary market for the PCS may be illiquid.

We are unable to predict how the PCS will trade in the secondary market or whether that market will be liquid or illiquid. There is currently no secondary market for the PCS. Although we will apply to list the Normal PCS on the New York Stock Exchange under the symbol “MEL/P,” we can give you no assurance as to the liquidity of any market that may develop for the Normal PCS. In addition, in the event that sufficient numbers of Normal PCS are exchanged for Stripped PCS and Capital PCS, the liquidity of Normal PCS could decrease. If Stripped PCS or Capital PCS are separately traded to a sufficient extent that applicable exchange listing requirements are met, we may list the Stripped PCS or Capital PCS on the same exchange as the Normal PCS are then listed, including, if applicable, the New York Stock Exchange, though we are under no obligation to do so. Accordingly, if you exchange Normal PCS for Stripped PCS and Capital PCS, your ability to sell them may be limited, and we can give you no assurance whether a trading market, if it develops, will continue. As Normal PCS may only be held or transferred in amounts having an aggregate liquidation amount of at least $1,000, the trading market for Normal PCS may be less active than markets for securities that may be held or transferred in smaller denominations and may be less liquid.

We may redeem the PCS prior to June 20, 2016 upon the occurrence of certain special events.

We may redeem all, but not less than all, of the Junior Subordinated Notes prior to the Stock Purchase Date upon the occurrence of a tax event, an investment company event, a rating agency event or a capital event. Additionally, we may redeem all, but not less than all, of the Junior Subordinated Notes on or after the Stock Purchase Date and prior to June 20, 2016 upon the occurrence of a tax event or an investment company event. The redemption price of the Junior Subordinated Notes in the case of a redemption in connection with a rating agency event or tax event will be equal to the greater of 100% of their principal amount and a make-whole redemption price, plus accrued and unpaid interest through the date of redemption. The redemption price of the Junior Subordinated Notes in the case of a redemption in connection with a capital treatment or an investment company event will be equal to 100% of their principal amount plus accrued and unpaid interest through the date of redemption. If we redeem the Junior Subordinated Notes prior to the Stock Purchase Date, the Stock Purchase Contracts will terminate automatically and the Trust will redeem

S-35

the PCS. Holders of Normal PCS and Capital PCS will receive an amount in cash equal to the redemption price of the Junior Subordinated Notes that are corresponding assets of their PCS and holders of Stripped PCS will receive the Qualifying Treasury Securities that are corresponding assets of their Stripped PCS. Holders of Normal PCS and Stripped PCS will also receive accrued and unpaid Contract Payments through the date of redemption with respect to their beneficial interests in Stock Purchase Contracts that are corresponding assets of the relevant series of PCS. See “Description of the Junior Subordinated Notes—Redemption” on page S-99.

Certain aspects of the tax accounting for the Junior Subordinated Notes are unclear.

The Junior Subordinated Notes will be treated as our indebtedness for U.S. federal income tax purposes. We intend to treat stated interest on the Junior Subordinated Notes as ordinary interest income that is includible in your gross income at the time the interest is paid or accrued, in accordance with your regular method of tax accounting, and by purchasing a Normal PCS you agree to report income on this basis. However, because no regulations, rulings or other authorities address the U.S. federal income tax treatment of debt instruments that are substantially similar to the Junior Subordinated Notes, other treatments of the Junior Subordinated Notes are possible. See “Certain U.S. Federal Income Tax Consequences—Taxation of the Junior Subordinated Notes—Possible Alternative Characterizations and Treatments” on page S-129.

Additional Risks Related to the Normal PCS after the Stock Purchase Date

In purchasing the PCS in the offering, you are making an investment decision with regard to the Preferred Stock.

As described in this prospectus supplement, on the Stock Purchase Date we will issue the Preferred Stock to the Trust. If you hold Normal PCS or Stripped PCS on the Stock Purchase Date, your securities will thereafter represent beneficial interests in the Trust corresponding to 1/100^th of a share of Preferred Stock for each $1,000 liquidation amount of PCS. After the Stock Purchase Date, the Trust will rely solely on the payments it receives on the Preferred Stock to fund all payments on the Normal PCS, other than payments corresponding to payments on Additional Subordinated Notes that we may issue in respect of any deferred interest on the Junior Subordinated Notes after a Failed Remarketing or in respect of deferred Contract Payments. Accordingly, you should carefully review the information in this prospectus supplement regarding the Preferred Stock.

The Preferred Stock is equity and is subordinate to all of our existing and future indebtedness, and our ability to declare dividends on the Preferred Stock may be limited.

Shares of Preferred Stock are equity interests in Mellon and do not constitute indebtedness. As such, shares of Preferred Stock will rank junior to all indebtedness and other non-equity claims on Mellon with respect to assets available to satisfy claims on Mellon, including in a liquidation of Mellon. Additionally, unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of preferred stock like the Preferred Stock (1) dividends are payable only if declared by our board of directors and (2) as a corporation, we are subject to restrictions on payments of dividends and redemption price out of lawfully available funds.

Also, as a bank holding company, Mellon’s ability to declare and pay dividends is dependent on certain federal regulatory considerations. Mellon has issued and outstanding debt securities under which we may defer interest payments from time to time, but in that case we would not be permitted to pay dividends on any of our capital stock, including the Preferred Stock, during the deferral period.

S-36

Investors should not expect Mellon to redeem the Preferred Stock on the date it first becomes redeemable or on any particular date after it becomes redeemable.

The Preferred Stock is a perpetual equity security. The Preferred Stock has no maturity or mandatory redemption date and is not redeemable at the option of investors. By its terms, the Preferred Stock may be redeemed by us at our option either in whole or in part on any Dividend Payment Date occurring on or after the later of June 20, 2012 and the Stock Purchase Date. Any decision we may make at any time to propose a redemption of the Preferred Stock will depend, among other things, upon our evaluation of the overall level and quality of our capital components, considered in light of our risk exposures, earnings and growth strategy, as well as general market conditions at such time. Our right to redeem the Preferred Stock once issued is subject to two important limitations, as described below. Accordingly, investors should not expect us to redeem the Preferred Stock on the date it first becomes redeemable or on any particular date thereafter.

First, under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Preferred Stock is subject to prior approval of the Federal Reserve. Moreover, unless the Federal Reserve authorizes us to do otherwise in writing, we will redeem the Preferred Stock only if it is replaced with other Tier 1 capital that is not a restricted core capital element—for example, common stock or another series of non-cumulative perpetual preferred stock.

There can be no assurance that the Federal Reserve will approve any redemption of the Preferred Stock that we may propose. There also can be no assurance that, if we propose to redeem the Preferred Stock without replacing the Preferred Stock with Tier 1 capital that is not a restricted core capital element, the Federal Reserve will authorize such redemption. We understand that the factors that the Federal Reserve will consider in evaluating a proposed redemption, or a request that we be permitted to redeem the Preferred Stock without replacing it with Tier 1 capital that is not a restricted core capital element, include its evaluation of the overall level and quality of our capital components, considered in light of our risk exposures, earnings and growth strategy, and other supervisory considerations.

Second, at or prior to initial issuance of the PCS, we are entering into the Replacement Capital Covenant, which will limit our right to repurchase the PCS and to redeem or repurchase the Preferred Stock. In the Replacement Capital Covenant, we covenant to redeem or repurchase the PCS prior to the date that is 10 years after the Stock Purchase Date only if and to the extent that the total repurchase price is equal to or less than designated percentages of the net cash proceeds that we or our subsidiaries have received during the 180 days prior to such date from the issuance of our common stock, certain qualifying non-cumulative perpetual preferred stock satisfying the requirements of the Replacement Capital Covenant or other securities that qualify as Tier 1 capital of Mellon under the risk-based capital guidelines of the Federal Reserve, but that are not restricted core capital elements; and we have obtained prior approval of the Federal Reserve, if such approval is then required by the Federal Reserve for repurchases of the PCS.

Our ability to raise proceeds from qualifying securities during the 180 days prior to a proposed redemption or repurchase will depend on, among other things, market conditions at such time as well as the acceptability to prospective investors of the terms of such qualifying securities. Accordingly, there could be circumstances where we would wish to redeem or repurchase some or all of the Preferred Stock and sufficient cash is available for that purpose, but we are restricted from doing so because we have not been able to obtain proceeds from qualifying securities sufficient for that purpose.

S-37

Dividends on the Preferred Stock will be non-cumulative.

Dividends on the Preferred Stock will be non-cumulative. Consequently, if our board of directors does not authorize and declare a dividend for any Dividend Period, holders of Normal PCS would not be entitled to receive a distribution in respect of any such dividend, and any such unpaid dividend will cease to accrue and be payable. We will have no obligation to pay dividends accrued for a Dividend Period after the Dividend Payment Date for that period if our board of directors has not declared such dividend before the related Dividend Payment Date, whether or not dividends are declared for any subsequent Dividend Period with respect to the Preferred Stock or any other preferred stock we may issue.

If we are deferring payments on our outstanding junior subordinated debt securities or the Junior Subordinated Notes or are in default under the indentures governing those securities, we will be prohibited from making distributions on or redeeming the Preferred Stock.

The terms of our outstanding junior subordinated debt securities prohibit us from declaring or paying any dividends or distributions on the Preferred Stock, or redeeming, purchasing, acquiring or making a liquidation payment with respect to our Preferred Stock, if an event of default under the indenture governing those junior subordinated debt securities has occurred and is continuing or at any time when we have given notice of a deferral period or we have deferred interest thereunder that has not been cancelled. The Indenture governing the Junior Subordinated Notes contains similar provisions.

Holders of the Preferred Stock will have limited voting rights.

Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of common shareholders, except as required by law.

S-38

RECENT DEVELOPMENTS

On December 3, 2006, Mellon and Bank of New York entered into an Agreement and Plan of Merger, or the “Merger Agreement,” pursuant to which Mellon and Bank of New York will each merge with and into a newly-formed corporation to be organized under Delaware law and called The Bank of New York Mellon Corporation, or “Newco”.

Subject to the terms and conditions of the Merger Agreement, which has been unanimously approved by the boards of directors of both companies and approved by the shareholders of both companies, upon the completion of the merger each share of Bank of New York common stock will be converted into 0.9434 shares of Newco common stock, with cash to be paid in lieu of fractional shares of Newco common stock, and each share of Mellon common stock will be converted into one share of Newco common stock. Bank of New York and Mellon stock options and other equity awards will convert upon completion of the merger into stock options and equity awards with respect to Newco common stock, subject, in the case of Bank of New York, to adjustment to reflect the exchange ratio. The merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

The Merger Agreement contains customary representations, warranties and covenants of Bank of New York and Mellon, including, among others, covenants (i) to conduct their respective businesses in the ordinary course during the period between the execution of the Merger Agreement and the consummation of the merger and (ii) not to engage in certain kinds of transactions during such period. Each party has also agreed not to (i) solicit proposals relating to alternative business combination transactions or (ii) subject to certain exceptions, enter into discussions or negotiations or provide confidential information in connection with any proposals for alternative business combination transactions.

The Merger Agreement also contains a series of covenants reflecting the commitment of Newco to continue investing and maintaining a substantial presence in the greater Pittsburgh area following the merger.

Consummation of the merger is subject to various conditions, including (i) receipt of regulatory approvals and (ii) the absence of any law or order prohibiting the closing. In addition, each party’s obligation to consummate the merger is subject to certain other conditions, including (x) subject to the standards set forth in the Merger Agreement, the accuracy of the representations and warranties of the other party, (y) compliance of the other party with its covenants in all material respects, and (z) the delivery of opinions from counsel to Mellon and counsel to Bank of New York relating to the U.S. federal income tax treatment of the merger.

The merger is expected to close during the third quarter of 2007. Prior to the issuance of the Normal PCS, Newco will adopt a certificate of designations with respect to a series of non-cumulative perpetual preferred stock having terms substantially the same as the Preferred Stock and, if the merger is consummated, Newco will, by operation of law, assume all of our obligations with respect to the PCS under the Trust Agreement, the Indenture, the Junior Subordinated Notes, the Guarantee Agreement, the Stock Purchase Contract Agreement, the Collateral Agreement and the Replacement Capital Covenant described in this prospectus supplement. From and after the consummation of the merger, all references in this prospectus supplement to the Preferred Stock shall be deemed to apply to this series of Newco non-cumulative perpetual preferred stock and all references in this prospectus supplement to Mellon, we, us, our and similar terms shall be deemed to apply to Newco.

Because of the expected merger, this prospectus supplement contains and incorporates by reference information about Bank of New York in addition to information about Mellon. Additional information with respect to the merger is set forth in the Joint Proxy Statement/Prospectus of Mellon and Bank of New York, dated April 17, 2007, which is incorporated herein by reference.

S-39

MELLON

Mellon is a global financial services company, headquartered in Pittsburgh, Pennsylvania, providing a broad range of financial products and services in domestic and selected international markets. Mellon is one of the world’s leading providers of financial services for institutions, corporations and government bodies, as well as entities sponsored by them; and high net worth individuals and families, family offices and charitable endowments, providing asset management, wealth management, asset servicing, issuer services and treasury services. At March 31, 2007, Mellon had total assets of $40 billion, shareholders’ equity of $4.9 billion and approximately $5.8 trillion in assets under management, administration or custody, including $1.03 trillion under management.

Mellon is a bank holding company and financial holding company registered with the Federal Reserve under the Bank Holding Company Act of 1956, or the “Bank Holding Company Act.” As such, Mellon and its subsidiaries are subject to the supervision, examination and reporting requirements of the Bank Holding Company Act and the regulations of the Federal Reserve.

Our common stock is traded on the New York Stock Exchange under the ticker symbol “MEL.” Our principal executive offices are located at Mellon Financial Corporation, One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258-0001. Our telephone number is 412-234-5000.

If you would like to know more about us, see our documents incorporated by reference in this prospectus supplement as described under the heading “Where You Can Find More Information” on page S-141.

BANK OF NEW YORK

Bank of New York, a New York corporation, provides a broad array of banking and other financial services worldwide through its core competencies: securities servicing, treasury management and asset and wealth management. Bank of New York’s extensive global client base includes a broad range of leading financial institutions, corporations, government entities, endowments and foundations. Bank of New York’s principal wholly owned banking subsidiary, which was founded in 1784, was New York’s first bank and is the nation’s oldest bank. At March 31, 2007, Bank of New York had total assets of $100 billion, shareholders’ equity of $11.5 billion, assets under management of approximately $200 billion and assets under custody of approximately $14 trillion.

Bank of New York is a bank holding company and financial holding company registered with the Federal Reserve under the Bank Holding Company Act. As such, Bank of New York and its subsidiaries are subject to the supervision, examination and reporting requirements of the Bank Holding Company Act and the regulations of the Federal Reserve.

Additional information about Bank of New York and its subsidiaries is included in documents incorporated by reference in this prospectus supplement as described under the heading “Where You Can Find More Information” on page S-141.

THE TRUST

The following is a summary of some of the terms of the Trust. This summary, together with the summary of some of the provisions of the related documents described below, contains a description of the material terms of the Trust but is not necessarily complete. We refer you to the documents referred to in the following description, copies of which are available upon request as described under the heading “Where You Can Find More Information” on page S-141.

S-40

Mellon Capital IV, or the “Trust,” is a statutory trust organized under Delaware law pursuant to a Trust Agreement, signed by us, as depositor of the Trust, and Chase Manhattan Bank USA, National Association as original trustee, and established by the filing of a certificate of trust with the Delaware Secretary of State. The Trust Agreement of the Trust will be amended and restated in its entirety by us, the Delaware Trustee, the Property Trustee and the administrative trustees before the issuance of the PCS. We refer to the Trust Agreement, as so amended and restated, as the “Trust Agreement.” The Trust Agreement will be qualified as an indenture under the Trust Indenture Act of 1939, as amended, or the “Trust Indenture Act.”

The Trust was established solely for the following purposes:

Ÿ issuing the PCS and the common securities issued concurrently to us by the Trust, or “Trust Common Securities,” and together with the PCS, the “Trust securities,” representing beneficial interests in the Trust;

Ÿ investing the gross proceeds of the Trust securities in the Junior Subordinated Notes;

Ÿ entering into the Stock Purchase Contract Agreement and holding the Stock Purchase Contracts;

Ÿ holding the Junior Subordinated Notes, Qualifying Treasury Securities and an interest-bearing deposit with Mellon Bank and pledging them to secure the Trust’s obligations under the Stock Purchase Contracts;

Ÿ selling the Junior Subordinated Notes in a Remarketing or an Early Remarketing;

Ÿ purchasing the Preferred Stock pursuant to the Stock Purchase Contracts on the Stock Purchase Date and holding it thereafter; and

Ÿ engaging in other activities that are directly related to the activities described above.

We will own all of the Trust Common Securities, either directly or indirectly. The Trust Common Securities rank equally with the PCS and the Trust will make payment on its Trust securities pro rata, except that upon certain events of default under the Trust Agreement relating to payment defaults on the Junior Subordinated Notes or non-payment of Contract Payments, the rights of the holders of the Trust Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise will be subordinated to the rights of the holders of the PCS. We will acquire Trust Common Securities in an aggregate liquidation amount equal to $100,000.

The Trust’s business and affairs will be conducted by its trustees, each appointed by us as depositor of the Trust. The trustees will be M&T, as the property trustee, or the “Property Trustee,” and M&T Trust Company of Delaware, as the Delaware trustee, or the “Delaware Trustee,” and two or more individual trustees, or “administrative trustees,” who are employees or officers of or affiliated with us. M&T, as Property Trustee, will act as sole trustee under the Trust Agreement for purposes of compliance with the Trust Indenture Act and will also act as trustee under the Guarantee and the Indenture. See “Description of the Guarantee” on page S-106.

Unless an event of default under the Indenture has occurred and is continuing at a time that the Trust owns any Junior Subordinated Notes, the holders of the Trust Common Securities will be entitled to appoint, remove or replace the Property Trustee and/or the Delaware Trustee.

The Property Trustee and/or the Delaware Trustee may be removed or replaced for cause by the holders of a majority in liquidation amount of the PCS. In addition, holders of a majority in liquidation amount of the Capital PCS and, if prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, Normal PCS will be entitled to appoint, remove or replace the Property Trustee and/ or

S-41

the Delaware Trustee if an event of default under the Indenture has occurred and is continuing and, at any time after the Stock Purchase Date, the holders of a majority in liquidation amount of the Normal PCS will be entitled to appoint, remove or replace the Property Trustee and/or the Delaware Trustee if we have failed to declare and pay dividends on the Preferred Stock held by the Trust for six or more consecutive quarters.

The right to vote to appoint, remove or replace the administrative trustees is vested exclusively in the holders of the Trust Common Securities, and in no event will the holders of the PCS have such right.

The Trust is a “finance subsidiary” of us within the meaning of Rule 3-10 of Regulation S-X under the Securities Act of 1933, as amended, or the “Securities Act.” As a result, no separate financial statements of the Trust are included in this prospectus supplement, and we do not expect that the Trust will file reports with the SEC under the Securities Exchange Act of 1934, as amended, or the “Exchange Act.”

The Trust is perpetual, but may be dissolved earlier as provided in the Trust Agreement.

We will pay all fees and expenses related to the Trust and the offering of the PCS.

USE OF PROCEEDS

We expect to receive net proceeds from this offering of approximately $494,800,000, after expenses and underwriting commissions. The Trust will invest the proceeds from the sale of the Normal PCS and all of the proceeds from the sale of the Trust Common Securities in the Junior Subordinated Notes issued by us.

We intend to use the net proceeds for general corporate purposes, which include working capital, capital expenditures, investments in or loans to our subsidiaries, refinancing of debt, including outstanding commercial paper and other short-term indebtedness, if any, redemption or repurchase of shares of our outstanding common stock, funding of possible acquisitions and satisfaction of other obligations. The precise amounts and timing of the application of proceeds will depend on the funding requirements of Mellon and its subsidiaries and affiliates.

S-42

REGULATORY CONSIDERATIONS

As a financial holding company and a bank holding company under the Bank Holding Company Act, Mellon is subject to regulation, supervision and examination by the Federal Reserve. For a discussion of the material elements of the regulatory framework applicable to financial holding companies, bank holding companies and their subsidiaries and specific information relevant to Mellon, please refer to Mellon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and any subsequent reports Mellon files with the SEC, which are incorporated by reference into this prospectus supplement.

Mellon’s source of funds to pay service on its debt and dividends on its preferred stock is its bank and other subsidiaries. Mellon is a legal entity separate and distinct from its bank and other subsidiaries. Its principal source of funds to make capital contributions or loans to Mellon Bank, to pay service on its own debt, to honor its guarantee of the PCS or to pay dividends on its own equity securities, is dividends and interest from its subsidiaries.

Bank of New York is a legal entity separate and distinct from its bank and other subsidiaries. Its principal source of funds to pay service on its own debt, to honor any guarantees of debt or to pay dividends on its own equity securities, is dividends and interest from its subsidiaries.

Various federal and state statutes and regulations limit the amount of dividends that may be paid to a parent corporation by its bank subsidiaries without regulatory approval. The prior approval of the Office of the Comptroller of the Currency, or the “OCC,” is required to pay a dividend if the total of all dividends declared by a national bank subsidiary in any calendar year exceeds the bank subsidiary’s net profits for that year, combined with its retained net profits for the preceding two calendar years. Additionally, such bank subsidiaries may not declare dividends in excess of net profits on hand after deducting the amount by which the principal amount of all loans on which interest is past due for a period of six months or more exceeds the reserve for credit losses.

Under the first and currently more restrictive of the foregoing federal dividend limitations, Mellon’s national bank subsidiaries can, without prior regulatory approval, declare dividends subsequent to March 31, 2007 of up to approximately $180 million of their retained earnings of approximately $1.8 billion at March 31, 2007, less any dividends declared and plus or minus net profits or losses earned between April 1, 2007 and the date of any such dividend declaration. Under the first and currently more restrictive of the forgoing limitations, Bank of New York’s principal bank subsidiary could, at March 31, 2007, declare dividends of $888 million.

The payment of dividends is also limited by minimum capital requirements imposed on banks. As of March 31, 2007, Mellon’s bank subsidiaries’ minimum capital and Bank of New York’s principal bank subsidiary’s minimum capital exceeded these requirements. Mellon’s bank subsidiaries declared dividends of $19 million in the period ended March 31, 2007, $645 million in 2006, $675 million in 2005 and $466 million in 2004. The Federal Reserve and the OCC have issued additional guidelines that require bank holding companies and national banks to continually evaluate the level of cash dividends in relation to their respective operating income, capital needs, asset quality and overall financial condition.

S-43

ACCOUNTING TREATMENT; REGULATORY CAPITAL

General

The proceeds from the sale of the PCS will be allocated between the Stock Purchase Contracts and the Junior Subordinated Notes in proportion to the fair market value of each at the date of the offering.

We will recognize the present value of the Contract Payments under the Stock Purchase Contracts as a liability with an offsetting reduction in shareholders’ equity. This liability increases over five years by interest charges to the statement of earnings based on a constant rate calculation. Contract Payments paid on the Stock Purchase Contracts will reduce this liability.

Each of the Stock Purchase Contracts is a forward transaction in our Preferred Stock. Upon settlement of a Stock Purchase Contract, we will receive $100,000 on that Stock Purchase Contract and will issue a share of Preferred Stock. The $100,000 we receive will be credited to shareholders’ equity.

Fees and expenses incurred in connection with this offering will be allocated between the Junior Subordinated Notes and the Stock Purchase Contracts. The amount allocated to the Junior Subordinated Notes will be amortized and recognized as interest expense over the term of the Junior Subordinated Notes. The amount allocated to the Stock Purchase Contracts will be charged to shareholders’ equity.

Other Matters

Both the Financial Accounting Standards Board and its Emerging Issues Task Force continue to study the accounting for financial instruments and derivative instruments, including instruments such as the PCS and the Stock Purchase Contracts. It is possible that our accounting for the PCS and the Stock Purchase Contracts could be affected by any new accounting rules that might be issued by these groups.

Regulatory Capital Treatment

We expect that the Federal Reserve will treat the Normal PCS and Stripped PCS as Tier 1 capital in an amount equal to the amount of this offering for purposes of its capital guidelines applicable to bank holding companies such as Mellon. We also expect that, although the Normal PCS and Stripped PCS will be “restricted core capital elements” for purposes of the guidelines prior to issuance of the Preferred Stock on the Stock Purchase Date, the Normal PCS and Stripped PCS will be treated as “qualifying mandatory convertible preferred securities” for purposes of those guidelines, with the consequence that the Normal PCS and Stripped PCS, taken together with the other enumerated restricted core capital elements that in the aggregate are limited to 15% of Tier 1 capital, will be subject to the separate sub-limit of 25% of Tier 1 capital for internationally active banking organizations once the guidelines become fully effective on March 31, 2009.

S-44

MELLON CAPITALIZATION

The following table sets forth the consolidated capitalization of Mellon and its subsidiaries at March 31, 2007 and as adjusted to give effect to (1) the issuance of the 5.20% Senior Notes due 2014 and Floating Rate Senior Notes due 2014 on May 15, 2007, (2) the redemption of the 7.995% Series B Junior Subordinated Debentures on June 4, 2007 and the 7.72% Series A Junior Subordinated Debentures on June 15, 2007 and (3) the issuance of the Normal PCS offered by this prospectus supplement. You should read this table in conjunction with the consolidated financial statements and related notes thereto incorporated by reference in Mellon’s Annual Report on Form 10-K for the year ended December 31, 2006, and Quarterly Report on Form 10-Q for the three months ended March 31, 2007, which are incorporated by reference into this prospectus supplement.

	March 31, 2007
(Dollar amounts in millions)	Actual			Pro Forma
Commercial paper	$	—		$	—
Notes and debentures(a):
Parent Corporation:
6.70% Subordinated Debentures due 2008		249			249
3.25% Senior Notes due 2009		290			290
6.375% Subordinated Debentures due 2010		347			347
6.375% Senior Notes due 2011(b)		442			442
6.40% Subordinated Notes due 2011		309			309
5% Subordinated Notes due 2014		388			388
5.20% Senior Notes due 2014		—			250
Floating Rate Senior Notes due 2014		—			250
4.875% Senior Notes due 2007		399			399
5.50% Subordinated Notes due 2018		247			247
Mellon Bank, N.A.:
Medium Term Bank Notes due May/June 2007		8			8
7.375% Subordinated Notes due 2007		300			300
4.75% Subordinated Notes due 2014		287			287
5.45% Subordinated Notes due 2016		249			249
7.625% Subordinated Notes due 2007		133			133
Total notes and debentures		3,648			4,148
Total commercial paper, notes and debentures		3,648			4,148
Junior subordinated deferrable interest debentures held by trusts that issued guaranteed capital debt securities, Series A		512			—
Junior subordinated deferrable interest debentures held by trusts that issued guaranteed capital debt securities, Series B		513			—
Junior subordinated deferrable interest debentures held by trusts that issued guaranteed capital debt securities, Series C(b)		389			389
Remarketable 6.044% Junior Subordinated Notes due 2043		—			500
Total junior subordinated debentures		1,414			889
Shareholders’ equity:
Common Stock—$.50 par value
Authorized—800,000,000 shares
Issued—588,661,920 shares		294			294
Additional paid-in capital(c)		1,995			1,991
Retained earnings		7,511			7,511
Accumulated other comprehensive loss, net of tax		(104	)		(104	)
Treasury stock of 172,329,536 shares at cost		(4,802	)		(4,802	)
Total shareholders’ equity		4,894			4,890
Total capitalization	$	9,956		$	9,927

(a) Amounts include the effect of fair value hedge adjustments, where applicable.

(b) Amount was translated from Pounds Sterling into U.S. dollars on a basis of U.S. $1.96865 to £1, the rate of exchange on March 31, 2007.

(c) We reduced additional paid-in capital to recognize the present value of the Contract Payments under the Stock Purchase Contracts.

S-45

BANK OF NEW YORK CAPITALIZATION

The following table sets forth the consolidated capitalization of Bank of New York at March 31, 2007. You should read this table in conjunction with the consolidated financial statements and related notes thereto incorporated by reference in Bank of New York’s Annual Report on Form 10-K for the year ended December 31, 2006, and Quarterly Report on Form 10-Q for the three months ended March 31, 2007, which are incorporated by reference into this prospectus supplement.

(Dollar amounts in millions)	March 31, 2007
Commercial paper	$	64
Notes and debentures:
Parent Corporation:
5.20% Senior Debt due 7/1/2007		300
3.90% Senior Debt due 9/1/2007		400
3.75% Senior Debt due 2/15/2008		300
Floating Rate Senior Debt due 5/27/2008		750
Floating Rate Senior Debt due 6/16/2008		400
3.63% Senior Debt due 1/15/2009		200
4.95% Senior Debt due 1/14/2011		400
5.125% Senior Debt due 11/1/2011		250
5.00% Senior Debt due 3/23/2012		250
Floating Senior Debt due 3/23/2012		500
Floating Rate Senior Debt due 3/10/2015		600
Other Senior Debt		1
7.30% Senior Subordinated Debt due 12/1/2009		300
6.38% Senior Subordinated Debt due 4/1/2012		300
4.25% Senior Subordinated Debt due 9/4/2012		250
3.40% Senior Subordinated Debt due 3/15/2013		400
5.50% Senior Subordinated Debt due 12/1/2017		250
Zero Coupon Subordinated Medium Term Note due 4/1/2014		73
Zero Coupon Subordinated Medium Term Note due 3/24/2028		131
4.95% Senior Subordinated Medium Term Note due 3/15/2015		500
5.31% Senior Subordinated Medium Term Note due 4/30/2018		50
Senior Subordinated Medium Term Notes due 2018		174
Senior Subordinated Medium Term Notes due 2019		115
Senior Subordinated Medium Term Notes due 2020		151
Senior Subordinated Medium Term Notes due 2021		172
Senior Subordinated Medium Term Notes due 2030		119
Senior Subordinated Medium Term Notes due 2031		150
Other Subordinated Debt		67
The Bank of New York:
3.80% Bank Note due 2/1/2008		250
Floating Rate Bank Note due 6/30/2038		31
Delaware Funding LLC:
3.27% Notes due 2031		566
Total notes and debentures		8,400
Total commercial paper, notes and debentures		8,464

S-46

BANK OF NEW YORK CAPITALIZATION (continued)

(Dollar amounts in millions)	March 31, 2007
Junior subordinated debentures held by trusts that issued guaranteed capital debt securities, BNY Institutional Capital Trust A		309
Junior subordinated debentures held by trusts that issued guaranteed capital debt securities, BNY Capital I		309
Junior subordinated debentures held by trusts that issued guaranteed capital debt securities, BNY Capital IV		206
Junior subordinated debentures held by trusts that issued guaranteed capital debt securities, BNY Capital V		361
Total junior subordinated debentures		1,185
Shareholders’ equity:
Common Stock, $7.50 par value, authorized — 2,400,000,000 shares, issued — 1,054,488,125 shares		7,909
Additional paid-in-capital		2,203
Retained earnings		9,294
Accumulated other comprehensive income		(337	)
Less: Treasury stock of 296,062,120 shares at cost		(7,539	)
Less: Loan to ESOP of 101,753 shares at cost		(3	)
Total shareholders’ equity		11,527
Total capitalization	$	21,176

S-47

BANK OF NEW YORK AND MELLON PRO FORMA COMBINED CAPITALIZATION

The following table sets forth the pro forma combined consolidated capitalization of Mellon and Bank of New York at March 31, 2007 and as adjusted to give effect to (1) the issuance of the 5.20% Senior Notes due 2014 and Floating Rate Senior Notes due 2014 on May 15, 2007, (2) the redemption of the 7.995% Series B Junior Subordinated Debentures on June 4, 2007 and the 7.72% Series A Junior Subordinated Debentures on June 15, 2007 and (3) the issuance of the Normal PCS offered by this prospectus supplement. You should read this table in conjunction with the consolidated financial statements and related notes thereto incorporated by reference into each of Mellon’s and Bank of New York’s Annual Report on Form 10-K for the year ended December 31, 2006, and Quarterly Report on Form 10-Q for the three months ended March 31, 2007, each of which is incorporated by reference into this prospectus supplement.

(Dollar amounts in millions)	Bank of New York			Mellon			Pro Forma Adjustments				Pro Forma Combined
Commercial paper	$	64		$	—		$	—			$	64
Notes and debentures(a)		8,400			3,648			500		(b)		12,595
								47		(c)
Total commercial paper, notes and debentures		8,464			3,648			547				12,659
Junior subordinated debentures		1,185			1,414			3		(c)		2,077
								500		(d)
								(1,025	)	(e)
Shareholders’ equity(f)
Common Stock		7,909			294			(8,192	)			11
Additional paid-in capital		2,203			1,995			15,185				19,383
Retained earnings		9,294			7,511			(7,511	)			9,294
Accumulated other comprehensive income, net of tax		(337	)		(104	)		104				(337	)
Treasury stock		(7,539	)		(4,802	)		12,341				—
Loan to ESOP		(3	)		—			—				(3	)
Total shareholders’ equity		11,527			4,894			11,927				28,348
Total capitalization	$	21,176		$	9,956		$	11,952			$	43,084

(a) Amounts include the effect of fair value hedge adjustments.

(b) Issuance of $500,000,000 of Senior Notes due 2014.

(c) As discussed in Note 5(I) to the Bank of New York and Mellon Unaudited Pro Forma Combined Consolidated Financial Information incorporated by reference into this prospectus supplement, the fair value adjustment of Mellon’s long-term debt on the pro forma combined consolidated balance sheet is $95 million, of which $47 million relates to notes and debentures and $48 million to junior subordinated debentures. The $48 million related to the junior subordinated debentures is being reduced by $45 million in this pro forma capitalization table to reflect the redemption of Mellon’s Series A Junior Subordinated Debentures and Series B Junior Subordinated Debentures.

(d) Issuance of $500,100,000 of Remarketable 6.044% Junior Subordinated Notes due 2043.

(e) Redemption of Mellon’s Series A Junior Subordinated Debentures and Series B Junior Subordinated Debentures.

(f) See note 4 to the Bank of New York and Mellon Unaudited Pro Forma Combined Consolidated Financial Information incorporated by reference into this prospectus supplement. In addition, we have reduced additional paid-in capital to recognize the present value of the Contract Payments under the Stock Purchase Contracts.

S-48

MELLON AND SUBSIDIARIES CONSOLIDATED SELECTED HISTORICAL FINANCIAL DATA

Set forth below are highlights from Mellon’s consolidated financial data as of and for the periods ended March 31, 2007 and 2006, and as of and for the years ended December 31, 2002 through 2006. You should read this information in conjunction with Mellon’s consolidated financial statements and related notes included in Mellon’s Annual Report on Form 10-K for the year ended December 31, 2006, and Quarterly Report on Form 10-Q for the three months ended March 31, 2007, which are incorporated by reference into this prospectus supplement and from which this information is derived. For more information, see the section entitled “Where You Can Find More Information” on page S-141.

	Period Ended March 31,				Year Ended December 31,
(Dollars in millions, except per share amounts and unless otherwise noted)	2007		2006		2006			2005			2004			2003			2002
Noninterest Income(a)	$	1,280	$	1,120	$	4,855		$	4,218		$	3,665		$	3,272		$	3,232
Net Interest Income(a)		125		119		460			463			450			544			586
Revenue		1,405		1,239		5,315			4,681			4,115			3,816			3,818
Provision for Credit Losses		3		1		2			17			(14	)		5			170
Noninterest Expense		1,048		954		4,067			3,362			3,000			2,723			2,607
Income from Continuing Operations Before Income Taxes		354		284		1,246			1,302			1,129			1,088			1,041
Income Taxes		111		91		314			418			348			343			339
Income from Continuing Operations Before Cumulative Effect of Change in Accounting Principle		243		193		932			884			781			745			702
Cumulative Effect of Change in Accounting Principle, Net of Income Taxes		—		—		—			—			—			(7	)		—
Income from Continuing Operations		243		193		932			884			781			738			702
Income (Loss) from Discontinued Operations, Net of Taxes		9		14		(34	)		(102	)		15			(37	)		(20	)
Net Income	$	252	$	207	$	898		$	782		$	796		$	701		$	682
Basic EPS
Income from Continuing Operations	$	0.59	$	0.47	$	2.28		$	2.13		$	1.86		$	1.73	(b)	$	1.61
Net Income		0.61		0.51		2.20			1.88			1.90			1.64	(b)		1.56
Diluted EPS
Income from Continuing Operations		0.58		0.47		2.25			2.11			1.84			1.71	(a)		1.60
Net Income		0.60		0.50		2.17			1.87			1.88			1.63	(a)		1.55
Cash Dividends Per Share		0.22		0.20		0.86			0.78			0.70			0.57			0.49
Dividends Paid on Common Stock		92		83		355			327			297			243			213
At End of Period
Securities(a)	$	18,933	$	18,281	$	18,667		$	17,363		$	13,493		$	10,881		$	11,491
Loans		6,123		6,499		5,989			6,573			6,754			7,467			8,438
Total Assets		40,457		37,921		41,478			38,678			37,115			33,983			36,231
Deposits		25,398		23,091		27,331			26,074			23,591			20,843			22,657
Long-Term Debt(a)		5,062		4,604		5,053			4,705			5,624			5,266			5,541
Common Shareholders’ Equity		4,894		4,198		4,676			4,202			4,102			3,702			3,395
Market Capitalization (in billions)		18.0		14.7		17.5			14.2			13.2			13.7			11.2
Common Shares Outstanding (in thousands)		416,332		413,555		415,237			415,479			423,354			427,032			430,782

S-49

MELLON AND SUBSIDIARIES

CONSOLIDATED SELECTED HISTORICAL FINANCIAL DATA — (continued)

	Period Ended March 31,						Year Ended December 31,
(Dollars in millions, except per share amounts and unless otherwise noted)	2007			2006			2006			2005			2004			2003			2002
Ratios
Performance Ratios
Return on Average Common Shareholders’ Equity(c)(e)		20.78	%		18.80	%		21.51	%		21.44	%		20.37	%		21.15	%		20.94	%
Return on Average Tangible Common Shareholders’ Equity(c)(e)		53.54			43.47			50.82			48.34			44.75			46.24			44.96
Return on Average Assets(c)(e)		2.44			2.16			2.42			2.47			2.43			2.35			2.29
Return on Average Tangible Assets(c)(e)		2.66			2.27			2.57			2.57			2.48			2.34			2.23
Net Interest Margin(c)(d)(e)		1.78			1.92			1.70			1.91			2.13			2.61			2.83
Pre-tax Operating Margin(c)(d)		26			24			24			29			28			30			28
Common Equity to Assets Ratio (end of period)		12.10			11.07			11.27			10.86			11.05			10.89			9.37
Capital Ratios (end of period)
Tier 1 Capital Ratio		12.89	%		11.22	%		12.14	%		10.90	%		10.54	%		8.55	%		7.87	%
Total Capital Ratio		18.89			17.36			18.54			16.87			16.47			13.46			12.48
Leverage Ratio		9.62			8.58			9.06			8.33			7.87			7.92			6.55
Tangible Common Equity to Assets Ratio		5.38			5.26			4.74			5.19			4.72			4.44			3.57
Other Data
Total Assets under Custody or Administration (end of period in trillions)	$	4.8		$	4.1		$	4.5		$	3.9		$	3.2		$	2.7		$	2.2
Total Assets under Management (end of period in billions)	$	1,034		$	808		$	995		$	781		$	707		$	657		$	581
S&P 500 Index—year end		1,421			1,295			1,418			1,248			1,212			1,112			880
S&P 500 Index—daily average		1,424			1,284			1,311			1,207			1,131			965			994
Closing Common Stock Price Per Share at period end	$	43.14		$	35.60		$	42.15		$	34.25		$	31.11		$	32.11		$	26.11
Average Common Shares and Equivalents Outstanding—Diluted (in thousands)		418,599			414,248			413,950			418,832			424,287			430,718			439,189

(a) Historical data have been reclassified from the presentation in the Annual Report on Form 10-K for the year ended December 31, 2006 to the presentation used in the Quarterly Report on Form 10-Q for the three months ended March 31, 2007 and to be used by Newco.

(b) Includes $(0.02) in basic earnings per share and $(0.01) in diluted earnings per common share from the cumulative effect of a change in accounting principle related to the adoption of SFAS No. 143, “Accounting for Asset Retirement Obligations.”

(c) Continuing Operations. Continuing returns for 2003 are before the cumulative effect of a change in accounting principle.

(d) On a fully taxable equivalent basis.

(e) Ratios for the three-month periods are annualized.

S-50

BANK OF NEW YORK CONSOLIDATED SELECTED HISTORICAL FINANCIAL DATA

Set forth below are highlights from Bank of New York’s consolidated financial data as of and for the periods ended March 31, 2007 and 2006, and as of and for the years ended December 31, 2002 through 2006. You should read this information in conjunction with Bank of New York’s consolidated financial statements and related notes included in Bank of New York’s Annual Report on Form 10-K for the year ended December 31, 2006, and Quarterly Report on Form 10-Q for the three months ended March 31, 2007, which are incorporated by reference into this prospectus supplement and from which this information is derived. For more information, see the section entitled “Where You Can Find More Information” on page S-141.

	Period Ended March 31,					Year Ended December 31,
(Dollars in millions, except per share amounts and unless otherwise noted)	2007			2006		2006(a)			2005			2004			2003(d)		2002
Noninterest Income	$	1,475		$	1,265	$	5,322		$	4,698		$	4,377		$	3,723	$	2,875
Net Interest Income		427			339		1,499			1,340			1,157			1,143		1,159
Revenue		1,902			1,604		6,821			6,038			5,534			4,866		4,034
Provision for Credit Losses		(15	)		—		(20	)		(7	)		(4	)		132		634
Noninterest Expense		1,272			1,069		4,671			4,067			3,698			3,304		2,367
Income from Continuing Operations Before Income Taxes		645			535		2,170			1,978			1,840			1,430		1,033
Income Taxes		208			175		694			635			587			458		320
Income from Continuing Operations		437			360		1,476			1,343			1,253			972		713
Income from Discontinued Operations, Net of Taxes(a)		(3	)		62		1,535			228			187			185		189
Net Income(b)	$	434		$	422	$	3,011		$	1,571		$	1,440		$	1,157	$	902
Basic EPS
Income from Continuing Operations	$	0.58		$	0.47	$	1.95		$	1.75		$	1.63		$	1.29	$	0.99
Net Income(b)		0.58			0.55		3.98			2.05			1.87			1.54		1.25
Diluted EPS
Income from Continuing Operations		0.57			0.47		1.93			1.74			1.61			1.28		0.98
Net Income		0.57			0.55		3.93			2.03			1.85			1.52		1.24
Cash Dividends Per Share		0.22			0.21		0.86			0.82			0.79			0.76		0.76
Dividends Paid on Common Stock		168			164		656			644			608			563		549
At End of Period
Securities	$	23,696		$	27,190	$	21,106		$	27,218		$	23,770		$	22,780	$	18,233
Loans		38,289			32,191		37,793			32,927			28,375			28,414		24,743
Total Assets		99,848			103,611		103,370			102,118			94,529			92,397		77,740
Deposits		59,016			50,800		62,146			49,787			43,052			40,753		40,828
Long-Term Debt		9,585			8,309		8,773			7,817			6,121			6,121		5,440
Common Shareholders’ Equity		11,527			10,101		11,593			9,876			9,290			8,428		6,684
Market Capitalization (in billions)		30.8			27.8		29.8			24.6			26.0			25.7		17.4
Common Shares Outstanding (in thousands)		758,324			771,561		755,861			771,129			778,121			775,192		725,971

S-51

BANK OF NEW YORK

CONSOLIDATED SELECTED HISTORICAL FINANCIAL DATA — (continued)

	Period Ended March 31,						Year Ended December 31,
(Dollars in millions, except per share amounts and unless otherwise noted)	2007			2006			2006(a)			2005			2004			2003(d)			2002
Ratios
Performance Ratios
Return on Average Common Shareholders’ Equity(c)		15.59	%		17.31	%		29.14	%		16.59	%		16.37	%		15.12	%		13.96	%
Return on Average Tangible Common Shareholders’ Equity(c)		38.96			33.38			59.25			31.13			31.46			31.90			23.20
Return on Average Assets(c)		1.72			1.61			2.82			1.55			1.45			1.27			1.13
Return on Average Tangible Assets(c)		1.92			1.72			3.01			1.65			1.54			1.34			1.17
Net Interest Margin (Continuing Operations)(c)		2.18			1.95			2.01			2.02			1.79			1.97			2.34
Pre-tax Operating Margin (Continuing Operations)		34			33			32			33			33			29			26
Common Equity to Assets Ratio		11.54			9.75			11.21			9.67			9.83			9.12			8.60
Capital Ratios (end of period)
Tier 1 Capital Ratio		8.43	%		8.28	%		8.19	%		8.38	%		8.31	%		7.44	%		7.58	%
Total Capital Ratio		12.81			12.44			12.49			12.48			12.21			11.49			11.96
Leverage Ratio		6.80			6.51			6.67			6.60			6.41			5.82			6.48
Tangible Common Equity to Assets Ratio (end of period)		5.31			5.52			5.13			5.57			5.56			4.91			5.47
Other Data
Total Assets under Custody and Administration (end of period) (in trillions)—Estimated(e)	$	13.8		$	11.3		$	13.0		$	10.9		$	9.7		$	8.3		$	6.8
Total Assets Under Management (end of period) (in billions)—Estimated	$	196		$	173		$	190		$	155		$	137		$	112		$	80
S&P 500 Index—year end		1,421			1,295			1,418			1,248			1,212			1,112			880
S&P 500 Index—daily average		1,424			1,284			1,311			1,207			1,131			965			994
Closing Common Stock Price Per Share at Period-End	$	40.55		$	36.04		$	39.37		$	31.85		$	33.42		$	33.12		$	23.96
Average Common Shares and Equivalents Outstanding—Diluted (in thousands)		763,083			773,630			765,708			772,851			778,470			758,819			728,075

(a) Bank of New York’s retail business, sold to JPMorgan Chase & Co. on October 1, 2006, has been accounted for as a discontinued operation.

(b) Excluding the $2,159 million of pre-tax gain on the sale of the retail business and $151 million of pre-tax merger and integration costs, diluted earnings per share would have been $2.26 in 2006.

(c) Ratios for the three-month periods are annualized.

(d) The 2003 results for Bank of New York reflect $96 million of pre-tax merger and integration costs associated with the Pershing acquisition as well as a $78 million pre-tax expense related to the settlement of a claim by General Motors Acceptance Corporation related to the 1999 sale of BNY Financial Corporation.

(e) Estimated Assets under Custody and Administration include assets under administration and safekeeping.

S-52

MELLON RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS

The following table sets forth certain information regarding Mellon’s ratios of earnings to fixed charges. Fixed charges represent interest expense, one-third (the proportion deemed representative of the interest factor) of net rental expense, and amortization of debt issuance costs.

	Period Ended March 31,		Year Ended December 31,
	2007	2006	2006	2005	2004	2003	2002
Mellon (Parent Corporation)	2.38	3.20	3.24	4.34	3.83	4.83	5.28
Mellon and its subsidiaries:
Excluding interest on deposits	4.21	4.26	4.25	5.24	6.13	5.66	4.94
Including interest on deposits	2.24	2.37	2.21	2.92	3.85	3.97	3.37

Mellon (Parent Corporation) ratios include the accounts of Mellon, Mellon Funding Corporation, a wholly owned subsidiary of Mellon that functions as a financing entity for Mellon and its subsidiaries by issuing commercial paper and other debt guaranteed by Mellon; and MIPA, LLC, a single member limited liability company wholly owned by Mellon, created to hold and administer corporate owned life insurance. Here, earnings represent income before taxes from continuing operations, plus the fixed charges from operations of Mellon, but exclude equity in undistributed net income (loss) of subsidiaries. Consequently, these ratios vary with the payment of dividends by such subsidiaries.

In the ratios for Mellon and its subsidiaries, earnings represent continuing operations income before taxes and the cumulative effect of changes in accounting principle, plus fixed charges from continuing operations. We have presented these ratios both including and excluding interest on deposits in fixed charges from continuing operations.

For the periods presented, Mellon had no preferred stock outstanding. Accordingly, the consolidated ratios of earnings to combined fixed charges and preferred stock dividend requirements are identical to the consolidated ratios of earnings to fixed charges for the periods presented.

BANK OF NEW YORK RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS

The following table sets forth certain information regarding Bank of New York’s ratios of earnings to fixed charges.

	Period Ended March 31,		Year Ended December 31,
	2007	2006	2006	2005	2004	2003	2002
Bank of New York Earnings to Fixed Charges(a):
Excluding Interest on Deposits	4.06	3.76	3.50	4.60	6.86	6.61	4.12
Including Interest on Deposits	2.06	2.09	1.94	2.42	3.35	3.11	2.21

(a) For purposes of computing the ratios of earnings to fixed charges, earnings represent continuing operations income (loss) before extraordinary items plus applicable income taxes and fixed charges. Fixed charges, excluding interest on deposits, include interest expense (other than on deposits) and the proportion deemed representative of the interest factor of rent expense, net of income from subleases. Fixed charges, including interest on deposits, include all interest expense and the proportion deemed representative of the interest factor of rent expense, net of income from subleases. For the periods presented, Bank of New York had an immaterial amount of preferred stock outstanding. Accordingly, the consolidated ratios of earnings to combined fixed charges and preferred stock dividend requirements are identical to the consolidated ratios of earnings to fixed charges for the periods presented.

S-53

DESCRIPTION OF THE PCS

The following is a brief description of the terms of the PCS and of the Trust Agreement under which they are issued. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the Trust Agreement, copies of which are available upon request from us.

General

The PCS will be issued pursuant to the Trust Agreement. The Property Trustee, M&T, will act as indenture trustee for the PCS under the Trust Agreement for purposes of compliance with the provisions of the Trust Indenture Act. The PCS, each with a liquidation amount of $1,000, may be either Normal PCS, Stripped PCS or Capital PCS, and unless indicated otherwise, as used in this prospectus supplement the term “PCS” will include all three of these series of PCS. The PCS issued in the offering will consist of 500,000 Normal PCS, which are exchangeable for the other series of PCS as described herein. The terms of each series of PCS will include those stated in the Trust Agreement, including any amendments thereto and those made part of the Trust Agreement by the Trust Indenture Act and the Delaware Statutory Trust Act.

The Property Trustee, on behalf of the Trust, will initially own all of our Remarketable 6.044% Junior Subordinated Notes due 2043, or “Junior Subordinated Notes,” and will enter into a stock purchase contract agreement, or “Stock Purchase Contract Agreement,” with us pursuant to which it will own 5,001 stock purchase contracts, each a “Stock Purchase Contract,” having a stated amount of $100,000.

In addition to the PCS, the Trust Agreement authorizes the administrative trustees of the Trust to issue the Trust Common Securities on behalf of the Trust. We will own directly or indirectly all of the Trust Common Securities. The Trust Common Securities rank on parity, and payments upon redemption, liquidation or otherwise will be made on a proportionate basis, with the PCS except as set forth under “—Ranking of Trust Common Securities” on page S-70. The Trust Agreement does not permit the Trust to issue any securities other than the Trust Common Securities and the PCS or to incur any indebtedness.

Under the Trust Agreement, the Property Trustee on behalf of the Trust:

Ÿ will own the Junior Subordinated Notes purchased by the Trust for the benefit of the holders of the Normal PCS, Capital PCS and Trust Common Securities;

Ÿ will enter into the Stock Purchase Contracts and own the Preferred Stock purchased by the Trust pursuant thereto for the benefit of the holders of the Normal PCS, Stripped PCS and Trust Common Securities;

Ÿ will own the Qualifying Treasury Securities delivered upon exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS or purchased by the Collateral Agent with the proceeds of maturing Qualifying Treasury Securities for the benefit of the holders of Stripped PCS;

Ÿ will place in an interest-bearing deposit with Mellon Bank, payable on the Stock Purchase Date and bearing interest at 5.630% per annum, the cash proceeds from the Remarketing of the Junior Subordinated Notes on the Remarketing Settlement Date for the benefit of the holders of Normal PCS; and

Ÿ may own the Additional Subordinated Notes, if any, we issue to the Trust on the Stock Purchase Date in respect of deferred interest on the Junior Subordinated Notes and/or deferred Contract Payments on the Stock Purchase Contracts, as the case may be.

S-54

The payment of distributions out of money held by the Trust, and payments upon redemption of the PCS or liquidation of the Trust, are guaranteed by us to the extent described under “Description of the Guarantee” on page S-106. The Guarantee, when taken together with our obligations under the Stock Purchase Contracts, the Junior Subordinated Notes and the Indenture and our obligations under the Trust Agreement, including our obligations to pay costs, expenses, debts and liabilities of the Trust, other than with respect to the Trust Common Securities and the PCS, has the effect of providing a full and unconditional guarantee of amounts due on the PCS. M&T, as the Guarantee Trustee, will hold the Guarantee for the benefit of the holders of the PCS. The Guarantee does not cover payment of distributions when the Trust does not have sufficient available funds to pay those distributions. In that case, except in the limited circumstances in which the holder may take direct action, the remedy of a holder of the PCS is to vote to direct the Property Trustee to enforce the Property Trustee’s rights under the Junior Subordinated Notes or the Stock Purchase Contracts, as the case may be.

When we use the term “holder” in this prospectus supplement with respect to a registered PCS, we mean the person in whose name such PCS is registered in the security register. The PCS will be held in book-entry form only, as described under “Book-Entry System” on page S-122, except in the circumstances described in that section, and will be held in the name of The Depository Trust Company, or “DTC,” or its nominee.

We will apply to list the Normal PCS on the New York Stock Exchange under the symbol “MEL/P.” Unless and until Normal PCS are exchanged for Stripped PCS and Capital PCS, the Stripped PCS and the Capital PCS cannot trade separately. If Stripped PCS or Capital PCS (or after the Remarketing Settlement Date, Junior Subordinated Notes) are separately traded to a sufficient extent that applicable exchange listing requirements are met, we may list the Stripped PCS or Capital PCS (or after the Remarketing Settlement Date, Junior Subordinated Notes) on the same exchange as the Normal PCS are then listed, including, if applicable, the New York Stock Exchange, though we are under no obligation to do so.

Normal PCS

The PCS sold in the offering are called the 6.244% Fixed-to-Floating Rate Normal PCS, or “Normal PCS,” and each represents a beneficial interest in the Trust initially corresponding to the following Trust assets:

Ÿ $1,000 principal amount of Junior Subordinated Notes; and

Ÿ a 1/100^th interest in a Stock Purchase Contract under which:

Ÿ the Trust will agree to purchase from us, and we will agree to sell to the Trust, on the Stock Purchase Date, for $100,000 in cash, a share of our Perpetual Non-Cumulative Preferred Stock, Series L, $100,000 liquidation preference per share, or “Preferred Stock”; and

Ÿ we will pay Contract Payments to the Trust at the rate of .200% per annum on the liquidation amount of $100,000, subject to our right to defer these payments.

We describe the Stock Purchase Contracts, the Trust’s obligation to purchase our Preferred Stock and the Contract Payments in more detail under “Description of the Stock Purchase Contracts” on page S-80, and we describe the Junior Subordinated Notes and how and when they will be remarketed in more detail under “Description of the Junior Subordinated Notes” on page S-86.

The stock purchase date under the Stock Purchase Contracts, or “Stock Purchase Date,” is expected to be June 20, 2012 (or if such day is not a business day, the next business day), but could (i) occur on an earlier date in the circumstances described under “Description of the Junior Subordinated Notes—Early Settlement Events” on page S-96 or (ii) be deferred for quarterly periods

S-55

until as late as June 20, 2013 (or if such day is not a business day, the next business day) if the first four attempts to remarket the Junior Subordinated Notes are not successful. Through the later of June 20, 2012 and the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, unless we otherwise defer such payments, we will make interest payments on the Junior Subordinated Notes at the annual rate of 6.044% per annum, semi-annually in arrears on each June 20 and December 20, commencing December 20, 2007, calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Trust will pass through such interest payments when received as distributions on the Normal PCS. We will also make an interim interest payment on the Stock Purchase Date if the Junior Subordinated Notes have not been successfully remarketed and such date is not otherwise an interest payment date. After the later of June 20, 2012 and the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Trust will not pass through interest on the Junior Subordinated Notes to holders of Normal PCS.

The purchase price of each Normal PCS will be allocated between the interests in the corresponding Stock Purchase Contract and the corresponding Junior Subordinated Notes in proportion to their respective fair market values at the time of issuance. We will treat the fair market value of each Junior Subordinated Note as $1,000 and the fair market value of each Stock Purchase Contract as $0. This position generally will be binding on each beneficial owner of each Normal PCS but not on the Internal Revenue Service.

Any Junior Subordinated Notes beneficially owned by the Trust corresponding to the Normal PCS and their proceeds will be pledged to us under a collateral agreement, or “Collateral Agreement,” between us and The Bank of New York, or “The Bank of New York,” acting as collateral agent, or “Collateral Agent,” to secure the Trust’s obligation to purchase the Preferred Stock under the corresponding Stock Purchase Contract. The Bank of New York will also act as registrar and transfer agent, or “Transfer Agent,” for the PCS and as custodial agent, or “Custodial Agent,” for other property of the Trust. If The Bank of New York should resign or be removed in any of these capacities, we or the Trust will designate a successor and the terms “Collateral Agent,” “Transfer Agent ” and “Custodial Agent ” as used in this prospectus supplement will refer to that successor.

A “business day” means any day other than a Saturday, Sunday or any other day on which banking institutions and trust companies in New York, New York, Pittsburgh, Pennsylvania or Wilmington, Delaware are permitted or required by any applicable law to close.

Exchanging Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS

You will have the right prior to the Stock Purchase Date or, if earlier, the successful Remarketing of the Junior Subordinated Notes, to exchange Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS by depositing with the Collateral Agent $1,000 principal amount of Qualifying Treasury Securities for each $1,000 liquidation amount of Normal PCS to be exchanged, transferring your Normal PCS to the Transfer Agent and delivering the required notice, as described under “—Exchange Procedures” on page S-58. Upon any such exchange, you will receive $1,000 liquidation amount of Stripped PCS and $1,000 liquidation amount of Capital PCS, and you will be able to trade them separately, although they will not be listed on any stock exchange unless we decide to list them. You will be able to exercise this right on any business day until the Stock Purchase Date, other than from and including the fifth through the 20^th day of March, June, September or December or from 3:00 P.M., New York City time, on the second business day before the beginning of any Remarketing Period and until the business day after the end of that Remarketing Period. You will also not be able to exercise this right at any time after a successful Remarketing. We refer to periods during which exchanges are permitted as “Exchange Periods.”

S-56

Each “Stripped PCS” will be a beneficial interest in the Trust corresponding to:

Ÿ a 1/100^th interest in a Stock Purchase Contract; and

Ÿ $1,000 principal amount of U.S. treasury securities that were Qualifying Treasury Securities on the date they were acquired by the Trust.

On each Additional Distribution Date (or as promptly thereafter as the Collateral Agent and the paying agent determine to be practicable), each holder of Stripped PCS will also be entitled to receive Excess Proceeds Distributions consisting of the excess of the principal amount at maturity of the Qualifying Treasury Securities over the cost of replacing them with new Qualifying Treasury Securities.

Each “Capital PCS” will be a beneficial interest in the Trust corresponding to $1,000 principal amount of Junior Subordinated Notes held by the Custodial Agent on behalf of the Trust. The Trust will redeem the Capital PCS promptly after the Remarketing Settlement Date in exchange for Junior Subordinated Notes having an aggregate principal amount equal to the aggregate liquidation amount of Capital PCS so redeemed.

Qualifying Treasury Securities.    In order to determine what U.S. Treasury security is the Qualifying Treasury Security during any Exchange Period, any administrative trustee shall, for each March 20, June 20, September 20 and December 20, commencing on September 20, 2007 and ending on the Stock Purchase Date or the earlier termination of the Stock Purchase Contracts, or if any such day is not a business day, the next business day, or “Additional Distribution Date,” identify:

Ÿ the 13-week treasury bill that matures at least one but not more than six business days prior to that Additional Distribution Date; or

Ÿ if no 13-week treasury bill that matures at least one but not more than six business days prior to that Additional Distribution Date is or is scheduled to be outstanding on the immediately preceding Additional Distribution Date, the 26-week treasury bill that matures at least one but not more than six business days prior to that Additional Distribution Date; or

Ÿ if neither of such treasury bills is or is scheduled to be outstanding on the immediately preceding Additional Distribution Date, any other treasury security (which may be a zero coupon treasury security) that is outstanding on the immediately preceding Additional Distribution Date, is highly liquid and matures at least one business day prior to such Additional Distribution Date; provided that any treasury security identified pursuant to this clause shall be selected in a manner intended to minimize the cash value of the security selected.

The administrative trustees shall use commercially reasonable efforts to identify the security meeting the foregoing criteria for each Additional Distribution Date promptly after the Department of the Treasury makes the schedule for upcoming auctions of U.S. treasury securities publicly available and shall, to the extent that a security previously identified with respect to any Additional Distribution Date is no longer expected to be outstanding on the immediately preceding Additional Distribution Date, identify another security meeting the foregoing criteria for such Additional Distribution Date. The security most recently identified by the administrative trustees with respect to any Additional Distribution Date shall be the “Qualifying Treasury Security” with respect to the period from and including its date of issuance (or if later, the date of maturity of the Qualifying Treasury Security with respect to the immediately preceding Additional Distribution Date) to but excluding its date of maturity, and the administrative trustees’ identification of a security as a Qualifying Treasury Security for such period shall be final and binding for all purposes absent manifest error. You will be able to obtain the issue date, the maturity date and, when available, the CUSIP number of the treasury bills or other U.S. treasury securities that are Qualifying Treasury Securities for the current Exchange Period from the Collateral Agent by calling (800) 254-2826. Since this information is subject to change from time to

S-57

time, holders should confirm this information prior to purchasing or delivering U.S. treasury securities in connection with any exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS.

Each Qualifying Treasury Security delivered to the Collateral Agent in connection with any exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS and each Qualifying Treasury Security purchased by the Collateral Agent with the proceeds of any maturing Qualifying Treasury Security will be pledged to us through the Collateral Agent to secure the Trust’s obligation to purchase the Preferred Stock under the corresponding Stock Purchase Contracts. In purchasing Qualifying Treasury Securities, the Collateral Agent will solicit offers from at least three U.S. government securities dealers, one of which may be The Bank of New York or an affiliate of The Bank of New York, and will accept the lowest offer so long as at least two offers are available. The Collateral Agent shall have no liability to the Trust, any trustee or any holder of the PCS in connection with the purchase of Qualifying Treasury Securities in the absence of gross negligence or willful misconduct.

Exchange Procedures.    To exchange Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS, for each Normal PCS you must:

Ÿ deposit with the Collateral Agent U.S. treasury securities that are Qualifying Treasury Securities on the date of deposit, in a principal amount of $1,000, which you must purchase on the open market at your expense unless you already own them;

Ÿ transfer the Normal PCS to the Transfer Agent; and

Ÿ deliver a notice to the Collateral Agent and the Transfer Agent, in connection with the actions specified above, stating that you are depositing the appropriate Qualifying Treasury Securities with the Collateral Agent, transferring the Normal PCS to the Transfer Agent in connection with the exchange of the Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS and requesting the delivery to you of Stripped PCS and Capital PCS.

Upon the deposit, transfer and receipt of notice, the Collateral Agent will release the Junior Subordinated Notes corresponding to the exchanged Normal PCS from the pledge under the Collateral Agreement, free and clear of our security interest, and continue to hold them as Custodial Agent for the Trust in connection with the Capital PCS to be delivered to you. The Transfer Agent will cancel the exchanged Normal PCS and then deliver the Stripped PCS and Capital PCS to you.

Exchanging Stripped PCS and Capital PCS for Normal PCS and Qualifying Treasury Securities

If you hold Stripped PCS and Capital PCS, you will have the right, at any time during an Exchange Period, to exchange them for Normal PCS and Qualifying Treasury Securities by transferring your Stripped PCS and Capital PCS to the Transfer Agent and delivering the notice specified below. The Collateral Agent will substitute a principal amount of Junior Subordinated Notes equal to the liquidation amount of the Stripped PCS so exchanged for the same principal amount of Qualifying Treasury Securities pledged to secure the Trust’s obligations under the Stock Purchase Contracts and deliver these Qualifying Treasury Securities to you, unencumbered by the security interest created under the Collateral Agreement, after which you will own the Qualifying Treasury Securities separately from the Normal PCS.

To exchange Stripped PCS and Capital PCS for Normal PCS and Qualifying Treasury Securities, you must transfer to the Transfer Agent Stripped PCS and Capital PCS having the same liquidation amount, accompanied by a notice to the Transfer Agent, which you must also deliver to the Collateral Agent, stating that you are transferring the Stripped PCS and Capital PCS in connection with the

S-58

exchange of Stripped PCS and Capital PCS for Normal PCS and Qualifying Treasury Securities, requesting the release to you of pledged Qualifying Treasury Securities having a principal amount equal to the liquidation amount of Stripped PCS and Capital PCS so exchanged and requesting the delivery to you of Normal PCS. You must purchase the Stripped PCS or the Capital PCS at your expense unless you otherwise own them.

Upon the transfer of Stripped PCS and Capital PCS together with the notice and request, the Collateral Agent will release the corresponding Qualifying Treasury Securities from the pledge under the Collateral Agreement, free and clear of our security interest, and deliver them to you. The Transfer Agent will then cancel the exchanged Stripped PCS and Capital PCS and deliver the Normal PCS to you.

The Junior Subordinated Notes corresponding to the Capital PCS you delivered will be pledged to us through the Collateral Agent to secure the Trust’s obligation to purchase the Preferred Stock under the Stock Purchase Contracts related to the Normal PCS.

If you elect to exchange Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS or vice versa, you will be responsible for any fees or expenses payable in connection with the exchange.

Current Payments

The Trust must make distributions on each series of PCS on the relevant Distribution Dates to the extent that it has funds available therefor. The Trust’s funds available for distribution to you as a holder of any series of PCS will be limited to payments received from us on the assets held by the Trust corresponding to that series. We will guarantee the payment of distributions on the PCS out of moneys held by the Trust to the extent of available Trust funds, as described under “Description of the Guarantee” on page S-106. Our obligation to pay Contract Payments will be subordinate and junior in right of payment to all our senior and subordinated debt, to the same extent as our obligations under our Junior Subordinated Notes, as described under “Description of the Junior Subordinated Notes” on page S-86. Our obligations under the Junior Subordinated Notes are similarly subordinate and junior in right of payment to all our senior and subordinated debt.

The distribution dates for Normal PCS and Stripped PCS, which we call “Regular Distribution Dates,” are:

Ÿ each June 20 and December 20 occurring prior to and including the later of June 20, 2012 and the Stock Purchase Date, commencing December 20, 2007 (or in the case of Stripped PCS, the first such date on which Stripped PCS are outstanding), or if any such day is not a business day, the next business day;

Ÿ after the later of June 20, 2012 and the Stock Purchase Date, each March 20, June 20, September 20 and December 20, or if any such day is not a business day, the next business day; and

Ÿ the Stock Purchase Date if not otherwise a Regular Distribution Date;

provided that the last Regular Distribution Date for the Stripped PCS shall be the Stock Purchase Date or, if later, the date on which no Additional Subordinated Notes issued in respect of deferred contract payments are outstanding.

The distribution dates for Capital PCS, which we call “Capital PCS Distribution Dates,” are:

Ÿ each June 20 and December 20, commencing on the later of the first such date on which Capital PCS are outstanding and December 20, 2007, or if any such day is not a business day, the next business day, and continuing through and including the last such date to occur prior to the Remarketing Settlement Date; and

S-59

Ÿ thereafter for so long as Capital PCS remain outstanding, each day on which interest is payable on the Junior Subordinated Notes.

Also, prior to the Stock Purchase Date, the Trust will make additional distributions on the Stripped PCS relating to the Qualifying Treasury Securities quarterly on each March 20, June 20, September 20 and December 20, or if any such day is not a business day, the next business day, which dates we call “Additional Distribution Dates,” or as promptly thereafter as the Collateral Agent and the paying agent determine to be practicable, commencing on the later of the first such day after Stripped PCS are outstanding and December 20, 2007.

We use the term “Distribution Date“ to mean a Regular Distribution Date, a Capital PCS Distribution Date or an Additional Distribution Date. A “Distribution Period” is (i) with respect to Normal PCS, Stripped PCS and Trust Common Securities, each period of time beginning on a Regular Distribution Date (or the date of original issuance in the case of the Distribution Period ending in December 2007) and continuing to but not including the next succeeding Regular Distribution Date for such series; and (ii) with respect to Capital PCS, each period of time beginning on a Capital PCS Distribution Date (or the date of original issuance of the PCS in the case of the Distribution Period ending in December 2007) and continuing to but not including the next succeeding Capital PCS Distribution Date. The term “distribution” includes any interest payable on unpaid distributions unless otherwise stated.

Distributions made for periods prior to the later of June 20, 2012 and the Stock Purchase Date will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and distributions for periods beginning on or after such date will be calculated on the basis of a 360-day year and the number of days actually elapsed.

Distributions on the PCS will be payable to holders as they appear in the security register of the Trust on the relevant record dates. The record dates will be the fifth day of the month in which the Distribution Date falls. Distributions will be paid through the Property Trustee or paying agent, which will hold amounts received in respect of the Junior Subordinated Notes, the Stock Purchase Contracts and the Preferred Stock for the benefit of the holders of the PCS. Subject to any applicable laws and regulations and the provisions of the Trust Agreement, each distribution will be made as described under “Book-Entry System” on page S-122.

Normal PCS.    Subject to the deferral provisions described below, through the later of June 20, 2012 and the Stock Purchase Date holders of Normal PCS will be entitled to receive cash distributions semi-annually on each Regular Distribution Date at the rate of 6.244% per annum of the liquidation amount, corresponding to (i) interest on the Junior Subordinated Notes accruing for each Distribution Period ending prior to that date at the rate of 6.044% per annum and Contract Payments accruing for each Distribution Period ending prior to that date at the rate of .200% per annum on the liquidation amount of $1,000 per Normal PCS or (ii) if the Stock Purchase Date occurs prior to June 20, 2012, dividends on the Preferred Stock accruing for each Distribution Period ending prior to that date.

Subject to the deferral provisions described below, holders of Normal PCS will also receive on the Stock Purchase Date, without duplication of the above payments, an amount equal to accrued and unpaid Contract Payments and interest on the Junior Subordinated Notes, whether or not the Junior Subordinated Notes have been successfully remarketed. A portion of the net proceeds of any successful Remarketing will be placed in the interest-bearing deposit with Mellon Bank in an amount equal to the amount of interest that would have been payable to the Trust on the Junior Subordinated Notes had they not been sold in the Remarketing and the interest rate not been reset. Holders of Normal PCS making the election described under “—Remarketing of the Junior Subordinated Notes—Normal PCS” on page S-64 will not be entitled to this additional cash payment due to other

S-60

holders of Normal PCS if the Remarketing is successful since their Normal PCS will automatically become Stripped PCS and Capital PCS on the Remarketing Settlement Date. In the case of a Failed Remarketing, the Stock Purchase Date will be an interest payment date on the Junior Subordinated Notes.

After the Stock Purchase Date, holders of Normal PCS will be entitled to receive distributions corresponding to non-cumulative dividends on the Preferred Stock held by the Trust. These cash dividends will be payable if, as and when declared by our board of directors, on the Dividend Payment Dates, which are:

Ÿ if the Preferred Stock is issued prior to June 20, 2012, semi-annually in arrears on each March 20 and September 20 through June 20, 2012; and

Ÿ from and including the later of June 20, 2012 and the date of issuance, quarterly in arrears on each March 20, June 20, September 20 and December 20 (or if such day is not a business day, the next business day).

Dividends on each share of Preferred Stock will be calculated on the liquidation preference of $100,000 per share (i) to but not including the Dividend Payment Date in June 2012 at a rate per annum equal to 6.244%, and (ii) thereafter for each related Dividend Period at a rate per annum equal to the greater of (x) Three-Month LIBOR plus .565% and (y) 4.000%.

For more information about dividends on the Preferred Stock, see “Description of the Preferred Stock—Dividends“ on page S-113.

Stripped PCS.    Subject to the deferral provisions described below, holders of Stripped PCS will be entitled to receive cash distributions on each Regular Distribution Date corresponding to Contract Payments payable by us through the Stock Purchase Date, at the rate of .200% per annum on the liquidation amount of $1,000 per Stripped PCS, accruing for each Stripped PCS from the Regular Distribution Date immediately preceding its issuance. Not later than each Additional Distribution Date on which any Stripped PCS are outstanding, the Collateral Agent will reinvest the proceeds of maturing Qualifying Treasury Securities on behalf of the Trust in securities that are Qualifying Treasury Securities as of such date, in each case having the same principal amount at maturity as the maturing Qualifying Treasury Securities. The Collateral Agent will invest the excess of the proceeds over the cost of the replacement securities in cash equivalents, and deliver to the Trust for distribution to the holders of Stripped PCS, on each Additional Distribution Date (or as promptly thereafter as the Collateral Agent and the paying agent determine to be practicable), an amount, or “Excess Proceeds Distribution,” equal to the excess of $1,000 per Stripped PCS over the cost of such replacement Qualifying Treasury Securities plus any interest earned on those cash equivalents from the maturity date until the Additional Distribution Date. Since the principal amount of the Qualifying Treasury Securities will be used to pay the purchase price under the Stock Purchase Contracts on the Stock Purchase Date, the Excess Proceeds Distribution on the Stock Purchase Date will consist only of interest earned from the maturity date of the Qualifying Treasury Securities through the Stock Purchase Date, if any.

For as long as they hold the Capital PCS, the holders of the Stripped PCS will continue to receive the scheduled distributions on the Capital PCS that were delivered to them when the Stripped PCS were created, subject to our right to defer interest payments on the Junior Subordinated Notes. Each Stripped PCS will automatically, without any action by holders being necessary, be and become a Normal PCS on the business day following the Stock Purchase Date and be entitled to receive the same current payments as each Normal PCS after the Stock Purchase Date; provided that if after a Failed Remarketing we have issued Additional Subordinated Notes to the Trust in respect of deferred interest on the Junior Subordinated Notes, the Stripped PCS will only be and become Normal PCS on

S-61

the business day after such Additional Subordinated Notes have been paid in full. In this case, the Stripped PCS will not become Normal PCS until we have paid all amounts due on these Additional Subordinated Notes, and until then the holders of Stripped PCS will be entitled to receive on each Regular Distribution Date distributions corresponding to the dividends on the Preferred Stock.

Capital PCS.    Subject to the deferral provisions described below, holders of Capital PCS will be entitled to receive cumulative cash distributions semi-annually on each June 20 and December 20, or if such day is not a business day, the next business day, commencing on the later of the first such date on which Capital PCS are outstanding and December 20, 2007, corresponding to interest on the Junior Subordinated Notes accruing for each Distribution Period ending on such date at the rate of 6.044% per annum on the liquidation amount of $1,000 per Capital PCS. If the Stock Purchase Date occurs on a date that is not a semi-annual distribution date and the Junior Subordinated Notes have not been successfully remarketed, that date will also be an interest payment date on the Junior Subordinated Notes and, accordingly, subject to the deferral provisions described below, holders of Capital PCS will receive a distribution on that date corresponding to interest on the Junior Subordinated Notes.

The distributions paid on any Capital PCS Distribution Date will include any additional amounts or deferred interest amounts received by the Trust on the Junior Subordinated Notes that are corresponding assets for the Capital PCS, as well as payments of interest on and principal of any Additional Subordinated Notes we issue to the Trust on the Stock Purchase Date in respect of deferred interest on the Junior Subordinated Notes, if any.

Upon a successful Remarketing, we may elect to change the rate of interest on the Junior Subordinated Notes from and after the Remarketing Settlement Date, as described under “Description of the Junior Subordinated Notes—Remarketing” on page S-91. Accordingly, distributions will accrue on the Capital PCS that are not disposed of in connection with the Remarketing from and including the Remarketing Settlement Date to but excluding the date on which they are redeemed in exchange for Junior Subordinated Notes at the rate established in the Remarketing.

Deferral of Contract Payments and Interest Payments.    We may at our option, and will if so directed by the Federal Reserve, defer the Contract Payments until no later than the Stock Purchase Date as described under “Description of the Stock Purchase Contracts—Option to Defer Contract Payments“ on page S-81. As a consequence, the Trust will defer corresponding distributions on the Normal PCS and the Stripped PCS during the deferral period. Deferred Contract Payments will accrue interest until paid, compounded on each Regular Distribution Date, at the interest rate per annum originally applicable to the Junior Subordinated Notes. If we elect to defer the payment of Contract Payments until the Stock Purchase Date, then we will pay the Trust the deferred Contract Payments in additional junior subordinated notes, or “Additional Subordinated Notes,” that have a principal amount equal to the aggregate amount of deferred Contract Payments as of the Stock Purchase Date, mature on the later of June 20, 2017 and five years after commencement of the related deferral period, bear interest at the rate per annum originally applicable to the Junior Subordinated Notes, are subordinate and rank junior in right of payment to all of our senior and subordinated debt on the same basis as the Contract Payments, permit us to optionally defer interest on the same basis as the Junior Subordinated Notes and are redeemable by us at any time prior to their stated maturity. The Additional Subordinated Notes will be issued as a new series of notes under our junior subordinated indenture described in this prospectus supplement under “Description of the Junior Subordinated Notes“ on page S-86.

Also, we may at our option, and will if so directed by the Federal Reserve, defer cash payments of interest on the Junior Subordinated Notes that are owned by the Trust for up to seven years (or if later, until June 20, 2014), in which case the deferred amounts will accrue additional interest at the applicable rate then borne by the Junior Subordinated Notes. As a consequence, the Trust will defer corresponding distributions on the Normal PCS (prior to the Stock Purchase Date or, if earlier, the

S-62

Remarketing Settlement Date) and on the Capital PCS during the deferral period. Deferred distributions to which you are entitled will accrue interest, from the relevant Distribution Date during any deferral period, at the rate originally applicable to the Junior Subordinated Notes compounded on each interest payment date with respect to the Junior Subordinated Notes, to the extent permitted by applicable law.

During any period that we are deferring Contract Payments or interest on the Junior Subordinated Notes (and, accordingly, the Trust is deferring distributions on the PCS) or have issued but not yet repaid in full Additional Subordinated Notes in respect of deferred interest or deferred Contract Payments, we will be restricted, subject to certain exceptions, from making certain payments, including declaring or paying any dividends or making any distributions on, or redeeming, purchasing, acquiring or making a liquidation payment with respect to, shares of our capital stock as described under “Description of the Junior Subordinated Notes—Restrictions on Certain Payments, including on Deferral of Interest” on page S-97. If we have elected to defer interest on the Junior Subordinated Notes and there is a Failed Remarketing, then we will pay the Trust the deferred interest in Additional Subordinated Notes. If we issue any Additional Subordinated Notes, the foregoing covenant will also apply to the payment of interest on and principal of these notes except that the reference to termination of the deferral period shall instead be to the maturity date of the Junior Subordinated Notes.

Agreed Tax Treatment of the PCS

As a beneficial owner of PCS, by acceptance of the beneficial interest therein, you will be deemed to have agreed, for all U.S. federal income tax purposes:

Ÿ to treat yourself as the owner of:

Ÿ for each Normal PCS or Stripped PCS, a 1/100^th interest in a Stock Purchase Contract;

Ÿ for each Normal PCS or Capital PCS, $1,000 principal amount of Junior Subordinated Notes;

Ÿ for each Stripped PCS, $1,000 principal amount of Qualifying Treasury Securities; and

Ÿ for each Normal PCS participating in the Remarketing, its pro rata portion of the interest-bearing deposit with Mellon Bank;

Ÿ to treat the Trust as one or more grantor trusts or agency arrangements;

Ÿ to treat the fair market value of the $1,000 principal amount of Junior Subordinated Notes corresponding to one Normal PCS as $1,000 and the fair market value of a 1/100^th fractional interest in a Stock Purchase Contract corresponding to one Normal PCS as $0 at the time of initial purchase;

Ÿ to treat the Junior Subordinated Notes as our indebtedness; and

Ÿ to treat stated interest on the Junior Subordinated Notes as ordinary interest income that is includible in your gross income at the time the interest is paid or accrued in accordance with your regular method of tax accounting, and otherwise to treat the Junior Subordinated Notes as described in “Certain U.S. Federal Income Tax Consequences—Taxation of the Junior Subordinated Notes” on page S-128.

Remarketing of the Junior Subordinated Notes

The Trust will attempt to remarket the Junior Subordinated Notes in order to fund the purchase of the Preferred Stock on the Stock Purchase Date under the Stock Purchase Contracts in a process we call “Remarketing.” If a Remarketing is successful, the interest rate on and certain other terms of the

S-63

Junior Subordinated Notes may be changed, as a result of which the distribution rate, distribution dates and other terms of the Capital PCS may also change. We describe the timing of the Remarketing and how the Remarketing will be conducted under “Description of the Junior Subordinated Notes—Remarketing” on page S-91 and “—Early Remarketing” on page S-95. In this section we describe choices that you may make in connection with a Remarketing as a holder of Normal PCS or Capital PCS.

We may elect to remarket the Junior Subordinated Notes in the form of trust preferred securities. If we make this election, we will establish a new Delaware statutory trust and offer its trust preferred securities in the Remarketing instead of the Junior Subordinated Notes. If the Remarketing is successful, the new trust will purchase the Junior Subordinated Notes included in the Remarketing from the Trust with the proceeds of the trust common securities of the new trust, which we will purchase, and the proceeds of the trust preferred securities sold in the Remarketing, and the Trust will exchange the Junior Subordinated Notes not included in the Remarketing for additional trust preferred securities of the new trust.

Normal PCS.    If you hold Normal PCS, you may decide that, in the event a Remarketing is successful, you would prefer to exchange your Normal PCS for Stripped PCS and Capital PCS instead of continuing to hold your Normal PCS. You may make a contingent exchange election by transferring your Normal PCS to the Transfer Agent and the notice of contingent exchange election in the form set forth on the reverse side of the Normal PCS certificate executed and completed as indicated during the period that commences on the tenth business day immediately preceding the beginning of any Remarketing Period and ending at 3:00 P.M., New York City time, on the second business day before the beginning of that Remarketing Period and depositing Qualifying Treasury Securities having a principal amount equal to the liquidation amount of your Normal PCS on the date of deposit with the Collateral Agent on or prior to 3:00 P.M., New York City time, on the second business day before the beginning of that Remarketing Period.

If the Junior Subordinated Notes are successfully remarketed during that Remarketing Period and you have made an effective election, your Normal PCS will be cancelled and you will receive Stripped PCS and Capital PCS having the same liquidation amount on or promptly after the Remarketing Settlement Date. As with any other exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS, you will be able to trade the Stripped PCS and Capital PCS separately. As a result of the successful Remarketing, the Stock Purchase Date will occur on the March 20, June 20, September 20 and December 20 next following the Remarketing Settlement Date, or if such day is not a business day, the next business day, and on the business day following the Stock Purchase Date each Stripped PCS will automatically be and become a Normal PCS, corresponding to 1/100^th of a share of Preferred Stock held by the Trust. Each Capital PCS you receive will correspond to $1,000 principal amount of Junior Subordinated Notes beneficially owned by the Trust and the Trust will redeem the Capital PCS promptly after the Remarketing Settlement Date in exchange for the corresponding Junior Subordinated Notes.

If you have given notice of a contingent exchange election but fail to deliver the Qualifying Treasury Securities to the Collateral Agent by 3:00 P.M., New York City time, on the second business day before the beginning of the applicable Remarketing Period, the notice will be void and your Normal PCS will be returned to you promptly after the end of that Remarketing Period.

If you have given notice of a contingent exchange election and delivered the Qualifying Treasury Securities but the Remarketing is unsuccessful, your Qualifying Treasury Securities will be promptly returned to you by the Collateral Agent and your Normal PCS certificates will be promptly returned to you by the Transfer Agent.

S-64

Capital PCS.    If you hold Capital PCS, you may decide that, in the event a Remarketing is successful, you would prefer to dispose of your Capital PCS and receive the net cash proceeds of the Remarketing of the Junior Subordinated Notes. You may make a contingent disposition election by transferring your Capital PCS to the Transfer Agent and the notice of contingent disposition election in the form set forth on the reverse side of the Capital PCS certificate executed and completed as indicated during the period that commences on the tenth business day immediately preceding the beginning of a Remarketing Period and ending at 3:00 P.M., New York City time, on the second business day immediately preceding the beginning of any Remarketing Period. If the Junior Subordinated Notes are successfully remarketed during that Remarketing Period and you have made an effective election, on or promptly after the Remarketing Settlement Date, your Capital PCS will be cancelled and you will receive an amount in cash equal to the net proceeds of the sale of $1,000 principal amount of Junior Subordinated Notes in the Remarketing for each $1,000 liquidation amount of Capital PCS with respect to which you made your election.

If you have given notice of a contingent disposition election but the Remarketing is unsuccessful, your Capital PCS will remain outstanding and the certificates will be promptly returned to you by the Transfer Agent.

Stripped PCS.    The timing and success or failure of any Remarketing affects the timing of the Stock Purchase Date, and thus the date upon which holders of Stripped PCS cease to receive distributions corresponding to Contract Payments and Additional Distributions and begin to receive distributions corresponding to the non-cumulative dividends on the Preferred Stock. Unless there has been a Failed Remarketing and we have issued Additional Subordinated Notes in respect of deferred interest on the Junior Subordinated Notes, each Stripped PCS automatically, without any action by holders being necessary, will be and become a Normal PCS on the business day after the Stock Purchase Date.

Otherwise, each Stripped PCS automatically, without any action by holders being necessary, will be and become a Normal PCS on the business day after we have paid all amounts due on the Additional Subordinated Notes.

Mandatory Redemption of Normal PCS upon Redemption of Preferred Stock

The Normal PCS have no stated maturity but must be redeemed on the date we redeem the Preferred Stock, and the Property Trustee or paying agent will apply the proceeds from such repayment or redemption to redeem a like amount, as defined below, of the Normal PCS. The Preferred Stock is perpetual but we may redeem it on any Dividend Payment Date occurring on or after the later of June 20, 2012 and the Stock Purchase Date, subject to certain limitations. See “Description of the Preferred Stock—Redemption” on page S-115 and “Replacement Capital Covenant” on page S-120. The redemption price per Normal PCS will equal the redemption price of the corresponding assets. See “Description of the Preferred Stock—Redemption” on page S-115. If notice of redemption of any Preferred Stock has been given and if the funds necessary for the redemption have been set aside by us for the benefit of the holders of any shares of Preferred Stock so called for redemption, then, from and after the redemption date, those shares shall no longer be deemed outstanding and all rights of the holders of those shares (including the right to receive any dividends) will terminate, except the right to receive the redemption price.

If less than all of the shares of Preferred Stock held by the Trust are to be redeemed on a redemption date, then the proceeds from such redemption will be allocated pro rata to the redemption of the Normal PCS and the Trust Common Securities, except as set forth under “—Ranking of Trust Common Securities” on page S-70.

S-65

The term “like amount ” as used above means Normal PCS having a liquidation amount equal to that portion of the liquidation amount of the Preferred Stock to be contemporaneously redeemed, the proceeds of which will be used to pay the redemption price of such Normal PCS.

Conditional Right to Redeem the PCS upon a Special Event

The Stock Purchase Contracts will automatically terminate and the Trust will redeem the PCS if we exercise our right to redeem all, but not less than all, of the Junior Subordinated Notes prior to the Stock Purchase Date upon the occurrence of certain special events. The redemption price of the Junior Subordinated Notes in the case of a redemption in connection with a rating agency event or tax event will be equal to the greater of 100% of their principal amount and a make-whole redemption price, plus in each case accrued and unpaid interest through the date of redemption. The redemption price of the Junior Subordinated Notes in the case of a redemption in connection with a capital treatment or investment company event will be equal to 100% of their principal amount, plus accrued and unpaid interest through the date of redemption. Holders of Normal PCS and Capital PCS will receive an amount in cash equal to the redemption price of the Junior Subordinated Notes that are corresponding assets of their PCS and holders of Stripped PCS will receive the Qualifying Treasury Securities that are corresponding assets of their Stripped PCS. Holders of Normal PCS and Stripped PCS will also receive accrued and unpaid Contract Payments through the date of redemption with respect to the interests in Stock Purchase Contracts that are corresponding assets of their PCS. For a description of the special events that would permit us to redeem the Junior Subordinated Notes and the make-whole redemption price, see “Description of the Junior Subordinated Notes—Redemption” on page S-99.

Redemption of Capital PCS for Junior Subordinated Notes in Connection with Remarketing

If the Junior Subordinated Notes are successfully remarketed, the Trust must redeem in kind the Capital PCS in whole but not in part (including Capital PCS issued in connection with a contingent exchange election as described under “—Remarketing of the Junior Subordinated Notes—Normal PCS” on page S-64) in exchange for a principal amount of Junior Subordinated Notes equal to the liquidation amount of each Capital PCS so redeemed promptly after the Remarketing Settlement Date. If we have elected to remarket the Junior Subordinated Notes in the form of trust preferred securities as described under “—Remarketing of the Junior Subordinated Notes” on page S-63, instead of delivering Junior Subordinated Notes the Trust will deliver trust preferred securities with a liquidation amount equal to the principal amount of such Junior Subordinated Notes. On the redemption date, the Capital PCS will be cancelled and you will receive Junior Subordinated Notes or trust preferred securities.

If a Failed Remarketing occurs but on the Stock Purchase Date there is no deferred interest amount outstanding on the Junior Subordinated Notes, then promptly after the Stock Purchase Date the Trust must redeem the Capital PCS, in whole but not in part, in kind in exchange for a like amount of Junior Subordinated Notes. If a Failed Remarketing occurs and there is a deferred interest amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts are terminated before the Stock Purchase Date, then we may instruct the Trust at any time thereafter when there is no deferred interest amount outstanding to redeem the Capital PCS, in whole but not in part, in kind in exchange for a like amount of Junior Subordinated Notes.

Mandatory Redemption of Capital PCS upon Maturity of the Junior Subordinated Notes

The Capital PCS have no stated maturity but must be redeemed, if they remain outstanding after a Failed Remarketing and are not thereafter exchanged for a like amount of Junior Subordinated Notes, in cash upon the date the Junior Subordinated Notes mature or are redeemed. On each date the Capital PCS must be redeemed, or “Capital PCS Mandatory Redemption Date,” the Property

S-66

Trustee or paying agent will apply the proceeds from the repayment or redemption of Junior Subordinated Notes to redeem a liquidation amount of the Capital PCS equal to that portion of the principal amount of Junior Subordinated Notes to be contemporaneously redeemed in accordance with the Indenture. The redemption price per Capital PCS will equal the liquidation amount per Capital PCS plus accumulated and unpaid distributions to but excluding the redemption date.

Redemption Procedures

Notice of any redemption will be mailed at least 30 days (or at least 20 days for a redemption in kind after a successful Remarketing) but not more than 60 days before the redemption date to the registered address of each holder of PCS to be redeemed.

If (i) the Trust gives an irrevocable notice of redemption of any series of PCS for cash and (ii) we have paid to the Property Trustee a sufficient amount of cash in connection with the related redemption or maturity of the Junior Subordinated Notes or Preferred Stock, then on the redemption date, the Property Trustee will irrevocably deposit with DTC funds sufficient to pay the redemption price for the series of PCS being redeemed. See “Book-Entry System” on page S-122. The Trust will also give DTC irrevocable instructions and authority to pay the redemption amount in immediately available funds to the beneficial owners of the global securities representing the PCS, or in the case of a redemption of Capital PCS in exchange for Junior Subordinated Notes after the Remarketing Settlement Date, to credit Junior Subordinated Notes having a principal amount equal to the liquidation amount of the Capital PCS to the beneficial owners of the global securities representing the Capital PCS. Distributions to be paid on or before the redemption date for any PCS called for redemption will be payable to the holders as of the record dates for the related Distribution Dates. If the PCS called for redemption are no longer in book-entry form, the Property Trustee, to the extent funds are available, will irrevocably deposit with the paying agent for the PCS funds sufficient to pay the applicable redemption price and will give such paying agent irrevocable instructions and authority to pay the redemption price to the holders thereof upon surrender of their certificates evidencing the PCS.

If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit:

Ÿ all rights of the holders of such PCS called for redemption will cease, except the right of the holders of such PCS to receive the redemption price and any distribution payable in respect of the PCS on or prior to the redemption date, but without interest on such redemption price, or in the case of a redemption of Capital PCS in exchange for Junior Subordinated Notes after the Remarketing Settlement Date, the right to receive the Junior Subordinated Notes; and

Ÿ the PCS called for redemption will cease to be outstanding.

If any redemption date is not a business day, then the redemption amount will be payable on the next business day (and without any interest or other payment in respect of any such delay). However, if payment on the next business day causes payment of the redemption amount to be in the next calendar month, then payment will be on the immediately preceding business day.

If payment of the redemption amount for any Junior Subordinated Notes or shares of Preferred Stock called for redemption is improperly withheld or refused and accordingly the redemption amount of the relevant series of PCS is not paid either by the Trust or by us under the Guarantee, then interest on the Junior Subordinated Notes, or dividends on the Preferred Stock, as the case may be, will continue to accrue and distributions on such series of PCS called for redemption will continue to accumulate at the applicable rate then borne by such PCS from the original redemption date scheduled to the actual date of payment. In this case, the actual payment date will be considered the redemption date for purposes of calculating the redemption amount.

S-67

Redemptions of the PCS (other than the redemption of Capital PCS in connection with a Remarketing) will require prior approval of the Federal Reserve.

If less than all of the outstanding shares of Preferred Stock are to be redeemed on a redemption date, then the aggregate liquidation amount of Normal PCS and Trust Common Securities to be redeemed shall be allocated pro rata to the Normal PCS and Trust Common Securities based upon the relative liquidation amounts of such series, except as set forth under “—Ranking of Trust Common Securities” on page S-70. The Property Trustee will select the particular Normal PCS to be redeemed on a pro rata basis not more than 60 days before the redemption date from the outstanding Normal PCS not previously called for redemption or, if that is not practical, by any other method the Property Trustee deems fair and appropriate, or if the Normal PCS are in book-entry only form, in accordance with the procedures of DTC. The Property Trustee shall promptly notify the Transfer Agent in writing of the Normal PCS selected for redemption and, in the case of any Normal PCS selected for redemption in part, the liquidation amount to be redeemed.

If less than all of the outstanding Capital PCS are to be redeemed on a redemption date, then the Property Trustee will select the particular Capital PCS to be redeemed on a pro rata basis based upon their respective liquidation amounts not more than 60 days before the redemption date from the outstanding Capital PCS not previously called for redemption by any method the Property Trustee deems fair and appropriate, or if the Capital PCS are in book-entry only form, in accordance with the procedures of DTC. The Property Trustee shall promptly notify the Transfer Agent in writing of the Capital PCS selected for redemption and, in the case of any Capital PCS selected for partial redemption, the liquidation amount to be redeemed.

For all purposes of the Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of PCS shall relate, in the case of any PCS redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of PCS that has been or is to be redeemed. If less than all of the Normal PCS or Capital PCS are redeemed, the Normal PCS or Capital PCS held through the facilities of DTC will be redeemed pro rata in accordance with DTC’s internal procedures. See “Book-Entry System” on page S-122.

Subject to applicable law, including, without limitation, U.S. federal securities laws and, at all times prior to the date that is 10 years after the Stock Purchase Date, the Replacement Capital Covenant, and subject to the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, we or our affiliates may at any time and from time to time purchase outstanding PCS of any series by tender, in the open market or by private agreement.

Liquidation Distribution upon Dissolution

Pursuant to the Trust Agreement, the Trust shall dissolve on the first to occur of:

Ÿ certain events of bankruptcy, dissolution or liquidation of the holder of the Trust Common Securities;

Ÿ at any time after the Stock Purchase Date or earlier termination of the Stock Purchase Contracts, upon the direction of the holder of the Trust Common Securities;

Ÿ redemption of all of the PCS as described above; and

Ÿ the entry of an order for the dissolution of the Trust by a court of competent jurisdiction.

Except as set forth in the next paragraph, if an early dissolution occurs as a result of certain events of bankruptcy, dissolution or liquidation of the holder of Trust Common Securities, the Property Trustee and the administrative trustees will liquidate the Trust as expeditiously as they determine

S-68

possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each holder of PCS of each series a like amount of corresponding assets as of the date of such distribution. Except as set forth in the next paragraph, if an early dissolution occurs as a result of the entry of an order for the dissolution of the Trust by a court of competent jurisdiction, unless otherwise required by applicable law, the Trust will not be liquidated until after the Stock Purchase Date but, commencing promptly thereafter, the Property Trustee will liquidate the Trust as expeditiously as it determines to be possible by distributing, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, to each holder of PCS of each series a like amount of corresponding assets as of the date of such distribution. The Property Trustee shall give notice of liquidation to each holder of PCS at least 30 days and not more than 60 days before the date of liquidation.

If, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, the Property Trustee determines that distribution of the corresponding assets in the manner provided above is not practical, or if the early dissolution occurs as a result of the redemption of all the PCS, the Property Trustee shall liquidate the property of the Trust and wind up its affairs. In that case, upon the winding-up of the Trust, except with respect to an early dissolution that occurs as a result of the redemption of all the PCS, the holders will be entitled to receive out of the assets of the Trust available for distribution to holders and, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the aggregate liquidation amount per Trust security plus accrued and unpaid distributions to the date of payment. If, upon any such winding-up, the Trust has insufficient assets available to pay in full such aggregate liquidation distribution, then the amounts payable directly by the Trust on its Trust securities shall be paid on a pro rata basis, except as set forth under “—Ranking of Trust Common Securities” on page S-70.

The term “like amount ” as used above means:

Ÿ with respect to a distribution of Junior Subordinated Notes to holders of any Normal PCS, Capital PCS or Trust Common Securities in connection with a dissolution or liquidation of the Trust or a redemption in kind of Capital PCS, Junior Subordinated Notes having a principal amount equal to the liquidation amount of the PCS or Trust Common Securities of the holder to whom such Junior Subordinated Notes would be distributed; and

Ÿ with respect to a distribution of Preferred Stock to holders of Normal PCS in connection with a dissolution or liquidation of the Trust therefor, Preferred Stock having a Liquidation Preference equal to the liquidation amount of the Normal PCS of the holder to whom such Preferred Stock would be distributed.

Distribution of Trust Assets

Upon liquidation of the Trust other than as a result of an early dissolution upon the redemption of all the PCS and after satisfaction of the liabilities of creditors of the Trust as provided by applicable law, the assets of the Trust will be distributed to the holders of such Trust securities in exchange therefor.

After the liquidation date fixed for any distribution of assets of the Trust:

Ÿ the PCS will no longer be deemed to be outstanding;

Ÿ if the assets to be distributed are Junior Subordinated Notes, Additional Subordinated Notes or shares of Preferred Stock, DTC or its nominee, as the record holder of the PCS, will receive a registered global certificate or certificates representing the Junior Subordinated Notes, Additional Subordinated Notes and Preferred Stock to be delivered upon such distribution and if the assets to be distributed are Qualifying Treasury Securities that are Pledged Securities, such securities will be delivered in book-entry form;

S-69

Ÿ any certificates representing the Capital PCS not held by DTC or its nominee or surrendered to the exchange agent will be deemed to represent the Junior Subordinated Notes having a principal amount equal to the liquidation amount of the Capital PCS, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid distributions on the Capital PCS until such certificates are so surrendered for transfer or reissuance (and until such certificates are surrendered, no payments of interest, principal, dividends, redemption price or otherwise will be made to holders);

Ÿ any certificates representing the Normal PCS not held by DTC or its nominee or surrendered to the exchange agent will be deemed to represent shares of Preferred Stock having a Liquidation Preference equal to the Normal PCS until such certificates are so surrendered for transfer and reissuance; and

Ÿ all rights of the holders of the PCS will cease, except the right to receive Junior Subordinated Notes, Qualifying Treasury Securities or Preferred Stock, as the case may be, upon such surrender.

Since after the Stock Purchase Date each Normal PCS corresponds to 1/100^th of a share of Preferred Stock, holders of Normal PCS may receive fractional shares of Preferred Stock or depositary shares representing the Preferred Stock upon this distribution.

Ranking of Trust Common Securities

If on any Distribution Date the Trust does not have funds available from payments of interest on the Junior Subordinated Notes, dividends on the Preferred Stock or Contract Payments on the Stock Purchase Contracts (as applicable) to make full distributions on the PCS and the Trust Common Securities (other than as a result of the proper exercise of our deferral right in respect of interest or Contract Payments), then:

Ÿ if such deficiency in funds results from our failure to make a full payment of interest on the Junior Subordinated Notes on any interest payment date, then the available funds shall be applied first to make distributions then due on the Normal PCS and the Capital PCS on a pro rata basis on such Distribution Date up to the amount of such distributions corresponding to interest payments on the Junior Subordinated Notes (or if less, the amount of the corresponding distribution that would have been made on the Normal PCS and Capital PCS had we made a full payment of interest on the Junior Subordinated Notes) before any such amount is applied to make a distribution on the Trust Common Securities on such Distribution Date;

Ÿ if the deficiency in funds results from our failure to make a full payment of Contract Payments on the Stock Purchase Contracts on a payment date for Contract Payments, then the available funds shall be applied first to make distributions then due on the Normal PCS and the Stripped PCS on a pro rata basis on such Distribution Date up to the amount of such distributions corresponding to the Contract Payments on the Stock Purchase Contracts (or if less, the amount of the corresponding distributions that would have been made on the Normal PCS and the Stripped PCS had we made a full payment of Contract Payments on the Stock Purchase Contracts) before any such amount is applied to make a distribution on the Trust Common Securities on such Distribution Date; and

Ÿ if the deficiency in funds results from our failure to pay a full dividend on shares of Preferred Stock on a Dividend Payment Date, then the available funds from dividends on the Preferred Stock shall be applied first to make distributions then due on the Normal PCS on a pro rata basis on such Distribution Date up to the amount of such distributions corresponding to dividends on the Preferred Stock (or if less, the amount of the corresponding distributions that

S-70

would have been made on the Normal PCS had we paid a full dividend on the Preferred Stock) before any such amount is applied to make a distribution on Trust Common Securities on such Distribution Date.

If on any date where Normal PCS and Trust Common Securities must be redeemed because we are redeeming Preferred Stock and the Trust does not have funds available from our redemption of shares of Preferred Stock to pay the full redemption price then due on all of the outstanding Normal PCS and Trust Common Securities to be redeemed, then (i) the available funds shall be applied first to pay the redemption price on the Normal PCS to be redeemed on such redemption date and (ii) Trust Common Securities shall be redeemed only to the extent funds are available for such purpose after the payment of the full redemption price on the Normal PCS to be redeemed.

If an early dissolution event occurs in respect of the Trust, no liquidation distributions shall be made on the Trust Common Securities until full liquidation distributions have been made on each series of the PCS.

In the case of any event of default under the Trust Agreement resulting from (i) an event of default under the Indenture or (ii) our failure to comply in any material respect with any of our obligations under the Stock Purchase Contract Agreement or as issuer of the Preferred Stock, including obligations set forth in our restated articles of incorporation, as amended, or “Articles of Incorporation,” or arising under applicable law, we, as holder of the Trust Common Securities, will be deemed to have waived any right to act with respect to any such event of default under the Trust Agreement until the effect of all such events of default with respect to the PCS have been cured, waived or otherwise eliminated. Until all events of default under the Trust Agreement have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the holders of the PCS and not on our behalf, and only the holders of the PCS will have the right to direct the Property Trustee to act on their behalf.

Events of Default; Notice

Any one of the following events constitutes an event of default under the Trust Agreement, or a “Trust Event of Default,” regardless of the reason for such event of default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

Ÿ the occurrence of an event of default under the Indenture with respect to the Junior Subordinated Notes beneficially owned by the Trust;

Ÿ the failure to comply in any material respect with our obligations (i) under the Stock Purchase Contract Agreement or (ii) as issuer of the Preferred Stock, under our Articles of Incorporation, or those of the Trust, or arising under applicable law;

Ÿ the default by the Trust in the payment of any distribution on any Trust security of the Trust when such becomes due and payable, and continuation of such default for a period of 30 days;

Ÿ the default by the Trust in the payment of any redemption price of any Trust security of the Trust when such becomes due and payable;

Ÿ the failure to perform or the breach, in any material respect, of any other covenant or warranty of the trustees in the Trust Agreement for 90 days after the defaulting trustee or trustees have received written notice of the failure to perform or breach in the manner specified in such Trust Agreement; or

Ÿ the occurrence of certain events of bankruptcy or insolvency with respect to the Property Trustee and our failure to appoint a successor Property Trustee within 60 days.

S-71

Within 30 days after any Trust Event of Default actually known to the Property Trustee occurs, the Property Trustee will transmit notice of such Trust Event of Default to the holders of the affected series of Trust securities and to the administrative trustees, unless such Trust Event of Default shall have been cured or waived. We, as depositor, and the administrative trustees are required to file annually with the Property Trustee a certificate as to whether or not we or they are in compliance with all the conditions and covenants applicable to us and to them under the Trust Agreement.

The existence of a Trust Event of Default under the Trust Agreement, in and of itself, with respect to the Junior Subordinated Notes does not entitle the holders of the Normal PCS or the Capital PCS to accelerate the maturity of such Junior Subordinated Notes.

Removal of Trustees

Unless an event of default under the Indenture has occurred and is continuing, the Property Trustee and/or the Delaware Trustee may be removed at any time by the holder of the Trust Common Securities. The Property Trustee and the Delaware Trustee may be removed by the holders of a majority in liquidation amount of the outstanding PCS for cause or by the holders of a majority in liquidation amount of the Normal PCS or the Capital PCS if an event of default under the Indenture has occurred and is continuing. In no event will the holders of the PCS have the right to vote to appoint, remove or replace the administrative trustees, which voting rights are vested exclusively in us, as the holder of the Trust Common Securities. No resignation or removal of a trustee and no appointment of a successor trustee shall be effective until the acceptance of appointment by the successor trustee in accordance with the provisions of the Trust Agreement.

Co-Trustees and Separate Property Trustee

Unless an event of default under the Indenture shall have occurred and be continuing, at any time or from time to time, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust property may at the time be located, we, as the holder of the Trust Common Securities, and the administrative trustees shall have the power to appoint one or more persons either to act as a co-trustee, jointly with the Property Trustee, of all or any part of such Trust property, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such person or persons in such capacity any property, title, right or power deemed necessary or desirable, subject to the provisions of such Trust Agreement. If an event of default under the Indenture has occurred and is continuing, the Property Trustee alone shall have power to make such appointment.

Merger or Consolidation of Trustees

Any person into which the Property Trustee or the Delaware Trustee, if not a natural person, may be merged or converted or with which it may be consolidated, or any person resulting from any merger, conversion or consolidation to which such trustee shall be a party, or any person succeeding to all or substantially all the corporate trust business of such trustee, shall be the successor of such trustee under the Trust Agreement, provided that such person shall be otherwise qualified and eligible.

Mergers, Consolidations, Amalgamations or Replacements of the Trust

The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to us or any other person, except as described below or as otherwise described in the Trust Agreement. The Trust may, at our request, with the consent of the administrative trustees but without the consent of the holders of the PCS, the

S-72

Property Trustee or the Delaware Trustee, merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to, the Trust organized as such under the laws of any state if:

Ÿ such successor entity either:

Ÿ expressly assumes all of the obligations of the Trust with respect to the PCS, or

Ÿ substitutes for each series of PCS other securities having substantially the same terms as that series of PCS, or the “Successor Securities,” so long as the Successor Securities rank the same as the corresponding series of PCS in priority with respect to distributions and payments upon liquidation, redemption and otherwise;

Ÿ a trustee of such successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Junior Subordinated Notes, the Stock Purchase Contracts, Qualifying Treasury Securities and the Preferred Stock then held by or on behalf of the Property Trustee;

Ÿ such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not cause any series of PCS, including any Successor Securities, to be downgraded by any nationally recognized statistical rating organization;

Ÿ such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of any series of PCS, including any Successor Securities, in any material respect;

Ÿ such successor entity has purposes substantially identical to those of the Trust;

Ÿ prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Property Trustee has received an opinion from counsel to the Trust experienced in such matters to the effect that:

Ÿ such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and privileges of the holders of any series of PCS, including any Successor Securities, in any material respect, and

Ÿ following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity will be required to register as an investment company under the Investment Company Act of 1940, or the “Investment Company Act ”;

Ÿ the Trust has received an opinion of counsel experienced in such matters that such merger, consolidation, amalgamation, conveyance, transfer or lease will not cause the Trust or the successor entity to be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and

Ÿ we or any permitted successor or assignee owns all of the common securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee.

Notwithstanding the foregoing, the Trust may not, except with the consent of holders of 100% in liquidation amount of the PCS, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than one or more grantor trusts or agency arrangements or to be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

S-73

Voting Rights; Amendment of the Trust Agreement

Except as provided herein and under “Description of the Guarantee—Amendments and Assignment” on page S-107 and as otherwise required by law and the Trust Agreement, the holders of the PCS will have no voting rights or control over the administration, operation or management of the Trust or the obligations of the parties to the Trust Agreement, including in respect of Junior Subordinated Notes, Stock Purchase Contracts or Preferred Stock beneficially owned by the Trust. Under the Trust Agreement, however, the Property Trustee will be required to obtain their consent before exercising some of its rights in respect of these securities.

Trust Agreement.    We and the administrative trustees may amend the Trust Agreement without the consent of the holders of the PCS, the Property Trustee or the Delaware Trustee, unless in the case of the first two bullets below such amendment will materially and adversely affect the interests of any holder of PCS or the Property Trustee or the Delaware Trustee or impose any additional duty or obligation on the Property Trustee or the Delaware Trustee, to:

Ÿ cure any ambiguity, correct or supplement any provisions in the Trust Agreement that may be inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under such Trust Agreement, which may not be inconsistent with the other provisions of the Trust Agreement;

Ÿ modify, eliminate or add to any provisions of the Trust Agreement to such extent as shall be necessary to ensure that the Trust will be classified for U.S. federal income tax purposes as one or more grantor trusts or agency arrangements and not as an association or a publicly traded partnership taxable as a corporation at all times that any Trust securities are outstanding, to ensure that the Trust will not be required to register as an “investment company” under the Investment Company Act or to ensure the treatment of the PCS as Tier 1 capital under prevailing Federal Reserve rules and regulations;

Ÿ provide that certificates for the PCS may be executed by an administrative trustee by facsimile signature instead of manual signature, in which case such amendment(s) shall also provide for the appointment by us of an authentication agent and certain related provisions;

Ÿ require that holders that are not U.S. persons for U.S. federal income tax purposes irrevocably appoint a U.S. person to exercise any voting rights to ensure that the Trust will not be treated as a foreign trust for U.S. federal income tax purposes; or

Ÿ conform the terms of the Trust Agreement to the description of the Trust Agreement, the PCS and the Trust Common Securities in this prospectus supplement, in the manner provided in the Trust Agreement.

Any such amendment shall become effective when notice thereof is given to the Property Trustee, the Delaware Trustee and the holders of the PCS.

We and the administrative trustees may generally amend the Trust Agreement with:

Ÿ the consent of holders representing not less than a majority, based upon liquidation amounts, of each outstanding series of PCS affected by the amendments; and

Ÿ receipt by the administrative trustees of the Trust of an opinion of counsel to the effect that such amendment or the exercise of any power granted to the trustees of the Trust in accordance with such amendment will not affect the Trust’s status as one or more grantor trusts or agency arrangements for U.S. federal income tax purposes or affect the Trust’s exemption from status as an “investment company” under the Investment Company Act.

S-74

However, without the consent of each affected holder of Trust securities, the Trust Agreement may not be amended to:

Ÿ change the amount or timing, or otherwise adversely affect the amount, of any distribution required to be made in respect of Trust securities as of a specified date; or

Ÿ restrict the right of a holder of Trust securities to institute a suit for the enforcement of any such payment on or after such date.

Prior to the issuance of definitive certificates representing the PCS upon any termination of the global securities, without the consent of the holders of the PCS, we and the trustees of the Trust will enter into such amendments or supplements to the Trust Agreement as are necessary to provide for exchanges of Normal PCS in definitive form and Qualifying Treasury Securities for Stripped PCS and Capital PCS in definitive form and vice versa, as well as for the elections to be made by holders of Normal PCS and Stripped PCS in definitive form in connection with a remarketing.

Indenture and Junior Subordinated Notes.    So long as the Property Trustee holds any Junior Subordinated Notes, the trustees of the Trust may not, without obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding Capital PCS and the Normal PCS (if prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date), considered together as a single series:

Ÿ direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee for the Junior Subordinated Notes, or execute any trust or power conferred on the Indenture Trustee with respect to such Junior Subordinated Notes;

Ÿ waive any past default that is waivable under the Indenture;

Ÿ exercise any right to rescind or annul a declaration that the principal of all the Junior Subordinated Notes is due and payable; or

Ÿ consent to any amendment, modification or termination of the Indenture or such Junior Subordinated Notes, where such consent by the holders of the Junior Subordinated Notes shall be required.

If a consent under the Indenture would require the consent of each holder of Junior Subordinated Notes affected thereby, no such consent may be given by the Property Trustee without the prior consent of each holder of Capital PCS and prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, each holder of the Normal PCS.

The Property Trustee will notify each holder of the Capital PCS and prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, each holder of the Normal PCS of any notice of default with respect to the Junior Subordinated Notes. In addition to obtaining the foregoing approvals of the holders of the PCS, before taking any of the foregoing actions, the administrative trustees of the Trust will obtain an opinion of counsel experienced in such matters to the effect that such action would not cause the Trust to be classified as other than one or more grantor trusts or agency arrangements or as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. The Property Trustee may not revoke any action previously authorized or approved by a vote of the holders of the PCS except by subsequent vote of the holders of the same series of PCS.

S-75

Stock Purchase Contract Agreement and Collateral Agreement.    We may modify the Stock Purchase Contract Agreement or the Collateral Agreement with the consent of the trustees of the Trust. The trustees may consent to any amendment or modification of these agreements without the prior consent of the holders of any series of PCS for any of the following purposes:

Ÿ to evidence the succession of another person to the obligations of the Trust or the Property Trustee,

Ÿ to add to the covenants for the benefit of the Trust or the Property Trustee or to surrender any of our rights or powers under those agreements,

Ÿ to evidence and provide for the acceptance of appointment of a successor Collateral Agent, Custodial Agent or securities intermediary under the Collateral Agreement,

Ÿ to cure any ambiguity, or to correct or supplement any provisions that may be inconsistent,

Ÿ to conform the terms of the Stock Purchase Contract Agreement or the Collateral Agreement to their respective descriptions in this prospectus supplement, or

Ÿ to make any other provisions with respect to such matters or questions, provided that such action shall not adversely affect the interest of the holders of any series of PCS in any material respect.

The trustees of the Trust may agree, with the consent of not less than a majority of the Normal PCS and Stripped PCS at the time outstanding, considered together as a single series, to amend or modify the Stock Purchase Contract Agreement or the Collateral Agreement. However, no such amendment or modification may, without the consent of the holder of each outstanding Normal PCS and Stripped PCS:

Ÿ change any payment date,

Ÿ change the amount or type of Pledged Securities required to be pledged, impair the right of the Trust to receive distributions on the Pledged Securities or otherwise adversely affect the Trust’s rights in or to the Pledged Securities,

Ÿ change the place or currency of payment or reduce any Contract Payments,

Ÿ impair the Property Trustee’s, or the holders’ in the case of a direct action, right to institute suit for the enforcement of the Stock Purchase Contract or payment of any Contract Payments, or

Ÿ reduce the number of shares of Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or otherwise adversely affect the Trust’s rights under the Stock Purchase Contracts.

If any amendment or proposal referred to above would adversely affect only the Normal PCS or the Stripped PCS, then only the affected series of holders will be entitled to consent to such modification, and the Property Trustee’s consent to such modification will not be effective except with the consent of the holders of not less than a majority of the affected series or of all of the holders of the affected series, as applicable.

Preferred Stock.    So long as the Preferred Stock is held by the Property Trustee on behalf of the Trust, the trustees of the Trust will not waive any rights in respect of the Preferred Stock without obtaining the prior approval of the holders of at least a majority in liquidation amount of the Normal PCS and the Stripped PCS then outstanding, considered together as a single series. The trustees of the Trust shall also not consent to any amendment to the Trust’s or our governing documents that would change the dates on which dividends are payable or the amount of such dividends, without the

S-76

prior written consent of each holder of Normal PCS and Stripped PCS. In addition to obtaining the foregoing approvals from holders, the administrative trustees shall obtain, at our expense, an opinion of counsel to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as a partnership for U.S. federal income tax purposes.

General.    Any required approval of holders of any series of PCS may be given at a meeting of holders of such series of PCS convened for such purpose or pursuant to written consent. The Property Trustee will cause a notice of any meeting at which holders of any series of PCS are entitled to vote, or of any matter upon which action by written consent of such holders is to be taken, to be given to each record holder of such PCS in the manner set forth in the Trust Agreement.

No vote or consent of the holders of PCS will be required for the Trust to redeem and cancel the PCS in accordance with the Trust Agreement.

Notwithstanding that holders of the PCS are entitled to vote or consent under any of the circumstances described above, any of the PCS that are owned by us or our affiliates or the trustees or any of their affiliates shall, for purposes of such vote or consent, be treated as if they were not outstanding.

Voting and consensual rights available to or in favor of holders or beneficial owners under the Trust Agreement may be exercised only by a United States Person that is a beneficial owner of a Trust security or by a United States Person acting as irrevocable agent with discretionary powers for the beneficial owner of a Trust security that is not a United States Person. Holders that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to such voting and consensual rights. For this purpose, “United States Person” means a citizen or resident of the United States, a domestic partnership, a domestic corporation, an estate the income of which is subject to U.S. Federal income taxation regardless of its source, and a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

Payment and Paying Agent

Payments on the PCS shall be made to DTC, which shall credit the relevant accounts on the applicable Distribution Dates. If any PCS are not held by DTC, such payments shall be made by check mailed to the address of the holder as such address shall appear on the register.

The paying agent shall initially be The Bank of New York and any co-paying agent chosen by the paying agent and acceptable to us and to the administrative trustees. The paying agent shall be permitted to resign as paying agent upon 30 days’ written notice to the administrative trustees, the Property Trustee and us, as depositor. In the event that The Bank of New York shall no longer be the paying agent, the administrative trustees will appoint a successor to act as paying agent, which will be a bank or trust company reasonably acceptable to the Property Trustee and to us.

Registrar and Transfer Agent

The Bank of New York will act as registrar and transfer agent, or the “Transfer Agent,” for the PCS.

Registration of transfers of PCS will be effected without charge by or on behalf of the Trust, but upon payment of any tax or other governmental charges that may be imposed in connection with any transfer or exchange. Neither the Trust nor the Transfer Agent shall be required to register the transfer

S-77

of or exchange any Trust security during a period beginning at the opening of business 15 days before the day of selection for redemption of Trust securities and ending at the close of business on the day of mailing of notice of redemption or to transfer or exchange any Trust security so selected for redemption in whole or in part, except, in the case of any Trust security to be redeemed in part, any portion thereof not to be redeemed.

Any PCS can be exchanged for other PCS of the same series so long as such other PCS are denominated in authorized denominations and have the same aggregate liquidation amount and same terms as the PCS that were surrendered for exchange. The PCS may be presented for registration of transfer, duly endorsed or accompanied by a satisfactory written instrument of transfer, at the office or agency maintained by us for that purpose in a place of payment. There will be no service charge for any registration of transfer or exchange of the PCS, but we may require holders to pay any tax or other governmental charge payable in connection with a transfer or exchange of the PCS. We may at any time rescind the designation or approve a change in the location of any office or agency, in addition to the security registrar, designated by us where holders can surrender the PCS for registration of transfer or exchange. However, the Trust will be required to maintain an office or agency in each place of payment for the PCS.

Information Concerning the Property Trustee

Other than during the occurrence and continuance of a Trust Event of Default, the Property Trustee undertakes to perform only the duties that are specifically set forth in the Trust Agreement. After a Trust Event of Default, the Property Trustee must exercise the same degree of care and skill as a prudent individual would exercise or use in the conduct of his or her own affairs. Subject to this provision, the Property Trustee is under no obligation to exercise any of the powers vested in it by the Trust Agreement at the request of any holder of PCS unless it is offered indemnity satisfactory to it by such holder against the costs, expenses and liabilities that might be incurred. If no Trust Event of Default has occurred and is continuing and the Property Trustee is required to decide between alternative courses of action, construe ambiguous provisions in the Trust Agreement or is unsure of the application of any provision of the Trust Agreement, and the matter is not one upon which holders of PCS are entitled under the Trust Agreement to vote, then the Property Trustee will take any action that we direct. If we do not provide direction, the Property Trustee may take any action that it deems advisable and in the interests of the holders of the Trust securities and will have no liability except for its own bad faith, negligence or willful misconduct.

We and our affiliates may maintain certain accounts and other banking relationships with the Property Trustee and its affiliates in the ordinary course of business.

Trust Expenses

Pursuant to the Trust Agreement, we, as depositor, agree to pay:

Ÿ all debts and other obligations of the Trust (other than with respect to the PCS);

Ÿ all costs and expenses of the Trust, including costs and expenses relating to the organization of the Trust, the fees, expenses and indemnities of the trustees and the cost and expenses relating to the operation of the Trust; and

Ÿ any and all taxes and costs and expenses with respect thereto, other than U.S. withholding taxes, to which the Trust might become subject.

Governing Law

The Trust Agreement will be governed by and construed in accordance with the laws of the State of Delaware.

S-78

Miscellaneous

The administrative trustees are authorized and directed to conduct the affairs of and to operate the Trust in such a way that it will not be required to register as an “investment company” under the Investment Company Act or characterized as other than one or more grantor trusts or agency arrangements for U.S. federal income tax purposes. The administrative trustees are authorized and directed to conduct their affairs so that the Junior Subordinated Notes will be treated as indebtedness of Mellon for U.S. federal income tax purposes.

In this regard, we and the administrative trustees are authorized to take any action, not inconsistent with applicable law, the certificate of trust of the Trust or the Trust Agreement, that we and the administrative trustees determine to be necessary or desirable to achieve such end, as long as such action does not materially and adversely affect the interests of the holders of the PCS.

Holders of the PCS have no preemptive or similar rights. The PCS are not convertible into or exchangeable for our common stock or preferred stock.

The Trust may not borrow money or issue debt or mortgage or pledge any of its assets except for pledges of Junior Subordinated Notes, the interest-bearing deposit with Mellon Bank and Qualifying Treasury Securities to secure its obligations under the Stock Purchase Contracts.

S-79

DESCRIPTION OF THE STOCK PURCHASE CONTRACTS

The following is a brief description of the terms of the Stock Purchase Contract Agreement, the Stock Purchase Contracts and the Collateral Agreement. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the Stock Purchase Contract Agreement and the Collateral Agreement, copies of which are available upon request from us.

Purchase of Preferred Stock

Each Stock Purchase Contract will obligate the Trust to purchase, and us to sell, a newly-issued share of Preferred Stock on the Stock Purchase Date for $100,000 in cash. The Stock Purchase Date is expected to be June 20, 2012, but could (i) occur on an earlier date if an Early Settlement Event (as described below) occurs or (ii) be deferred for quarterly periods until as late as June 20, 2013 (or if such day is not a business day, the next business day) if the first four Remarketing attempts are not successful. The Stock Purchase Date will be the March 20, June 20, September 20 or December 20 (or if any such day is not a business day, the next business day) immediately following the Remarketing Settlement Date, or if no successful Remarketing has occurred by the March 20, June 20, September 20 or December 20 (or if any such day is not a business day, by the next business day) immediately following the fifth Remarketing attempt, then the March 20, June 20, September 20 or December 20 (or if any such day is not a business day, the next business day) after such fifth unsuccessful Remarketing. For example, if no Early Settlement Event has occurred and each successive Remarketing in May 2012, August 2012, November 2012, February 2013 and May 2013 is unsuccessful, the Stock Purchase Date would then be on June 20, 2013 (or if any such day is not a business day, on the next business day).

On the Stock Purchase Date, the Trust will satisfy its obligation to purchase the Preferred Stock for $100,000 per Stock Purchase Contract. Unless an event described under “—Termination” on page S-81 has occurred, then the settlement of the Stock Purchase Contracts will occur as follows:

Ÿ a portion of the cash proceeds from the Remarketing will be withdrawn from the interest-bearing deposit with Mellon Bank and applied together with the proceeds at maturity of the Qualifying Treasury Securities to satisfy in full the Trust’s obligation to purchase the Preferred Stock under the Stock Purchase Contracts; and

Ÿ if there has not been a successful Remarketing, we will exercise our rights as a secured party in accordance with applicable law, including disposition of the Junior Subordinated Notes pledged to secure the Trust’s obligations under the Stock Purchase Contracts or their proceeds or applying these Junior Subordinated Notes or their proceeds against the Trust’s obligation to purchase the Preferred Stock under the Stock Purchase Contracts.

In any event, a share of Preferred Stock will then be issued and delivered to the Trust in respect of each Stock Purchase Contract.

Contract Payments

We will make periodic contract payments, or “Contract Payments,” to the Trust on the Stock Purchase Contracts at the rate of .200% per annum of the stated amount of $100,000 per Stock Purchase Contract. Contract Payments will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Contract Payments will accrue from June 19, 2007 and, subject to our right to defer Contract Payments described below, will be payable on each Regular Distribution Date through the Stock Purchase Date. If any Regular Distribution Date is not a business day, then payment of the Contract Payments payable on that date will be made on the next business day, without adjustment.

S-80

Our obligations with respect to Contract Payments will be subordinate and junior in right of payment to our obligations under any of our senior and subordinated debt to the same extent as the Junior Subordinated Notes. The Stock Purchase Contracts do not limit the incurrence by us of other indebtedness, including senior and subordinated debt. No Contract Payments may be made if there shall have occurred and be continuing a default in any payment with respect to senior and subordinated debt or an event of default with respect to any senior and subordinated debt resulting in the acceleration of the maturity thereof, or if any judicial proceedings are pending with respect to any such default.

Option to Defer Contract Payments

We may, at our option, and will at the direction of the Federal Reserve, defer Contract Payments on the Stock Purchase Contracts at any time or from time to time. If we defer Contract Payments, we will provide prior written notice to the Property Trustee, who will notify holders of Normal PCS and Stripped PCS. We may elect to defer Contract Payments on more than one occasion. Deferred Contract Payments will accrue interest until paid, compounded on each Regular Distribution Date at the rate per annum originally applicable to the Junior Subordinated Notes. If we elect or are directed by the Federal Reserve to defer the payment of Contract Payments and such deferral is continuing on the Stock Purchase Date, then we will pay the Trust the deferred Contract Payments in Additional Subordinated Notes. The Trust will hold these notes as assets corresponding to the Normal PCS and Stripped PCS and make distributions to the holders thereof corresponding to payments of principal of, and interest on, these notes. If the Stock Purchase Contracts are terminated upon the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to us, the Trust’s right to receive Contract Payments and deferred Contract Payments also will terminate.

If we elect or are directed by the Federal Reserve to defer Contract Payments, then until the deferred Contract Payments have been paid in cash or any notes we issue in respect of deferred Contract Payments have been repaid in full, we will not take any of the actions that we would be prohibited from taking during a deferral of interest payments on the Junior Subordinated Notes as described under “Description of the Junior Subordinated Notes—Restrictions on Certain Payments, including on Deferral of Interest” on page S-97.

Direct Action by Holders of Normal PCS or Stripped PCS

Up to and including the Stock Purchase Date, or the earlier termination of the Stock Purchase Contracts, any holder of Normal PCS or Stripped PCS may institute a direct action if we fail to make Contract Payments on the Stock Purchase Contracts when due, taking into account any deferral period. A direct action may be brought without first:

Ÿ directing the Property Trustee to enforce the terms of the Stock Purchase Contracts; or

Ÿ suing us to enforce the Property Trustee’s rights under the Stock Purchase Contracts.

This right of direct action cannot be amended in a manner that would impair the rights of the holders of the Normal PCS or Stripped PCS thereunder without the consent of all such holders.

Termination

Our rights and obligations and the rights and obligations of the Trust under the Stock Purchase Contracts, including the right and obligation to purchase the Preferred Stock and the right to receive deferred Contract Payments, will immediately and automatically terminate, without any further action, upon the termination of the Stock Purchase Contracts as a result of our bankruptcy, insolvency or reorganization. In the event of a termination of the Stock Purchase Contracts as a result of our bankruptcy, insolvency or reorganization, the Trust will not have a claim in bankruptcy under the Stock Purchase Contracts with respect to our issuance of the Preferred Stock or the right to receive Contract Payments.

S-81

Upon any termination, the Collateral Agent will release the aggregate principal amount of the Junior Subordinated Notes corresponding to the aggregate liquidation amount of the Normal PCS and the aggregate principal amount of Qualifying Treasury Securities corresponding to the aggregate liquidation amount of the Stripped PCS, as the case may be, held by it to the Property Trustee for distribution to the holders of the Normal PCS and the Stripped PCS. Upon any termination, however, the release and distribution may be subject to the automatic stay under Section 362 of the U.S. Bankruptcy Code, and claims arising out of the Junior Subordinated Notes, like all other claims in bankruptcy proceedings, will be subject to the equitable jurisdiction and powers of the bankruptcy court. In the event that we become the subject of a case under the U.S. Bankruptcy Code, a delay may occur as a result of the automatic stay under the U.S. Bankruptcy Code and continue until the automatic stay has been lifted. We expect any such delay to be limited. The automatic stay will not be lifted until such time as the bankruptcy court agrees to lift it and return your Pledged Securities to you.

If Mellon Bank is placed in receivership while it is holding the interest-bearing deposit made with the net proceeds of the Remarketing, and if the Stock Purchase Contracts have not been terminated, the deposit will be assigned to us on the Stock Purchase Date as payment for the Preferred Stock corresponding to the Normal PCS. However, if the Stock Purchase Contracts have been terminated, the deposit will remain property of the Trust until the Trust’s assets are distributed to the holders of the Trust securities.

If your Stock Purchase Contracts are terminated as a result of our bankruptcy, insolvency or reorganization, the Trust will have no right to receive any accrued Contract Payments.

The Stock Purchase Contracts will also terminate automatically upon the redemption of the Junior Subordinated Notes prior to the Stock Purchase Date. Upon any such termination, we will pay to the Trust for distribution to the holders of the Normal PCS and the Stripped PCS all accrued and unpaid contract payments and the Collateral Agent will release the redemption price of the Junior Subordinated Notes corresponding to the aggregate liquidation amount of the Normal PCS and the aggregate principal amount of Qualifying Treasury Securities corresponding to the aggregate liquidation amount of the Stripped PCS, as the case may be, held by it to the Property Trustee for distribution to the holders of the Normal PCS and the Stripped PCS, respectively.

Pledged Securities and the Collateral Agreement

The Trust will pledge Junior Subordinated Notes and Qualifying Treasury Securities, also referred to as the “Pledged Securities,” and, after a successful Remarketing the interest-bearing deposit with Mellon Bank, to us through the Collateral Agent, for our benefit, pursuant to the Collateral Agreement to secure the obligations of the Trust to purchase Preferred Stock under the Stock Purchase Contracts. The rights of the Trust (acting through the Property Trustee) to the Pledged Securities and the interest-bearing deposit will be subject to our security interest created by the Collateral Agreement. The aggregate principal amount of Junior Subordinated Notes and Qualifying Treasury Securities constituting Pledged Securities, together with the amount of any proceeds of Qualifying Treasury Securities held by the Collateral Agent for reinvestment in additional Qualifying Treasury Securities and, after a successful Remarketing, the deposit with Mellon Bank must always equal the purchase price of the Preferred Stock under the Stock Purchase Contracts. Accordingly, Pledged Securities may not be withdrawn from the pledge arrangement except:

Ÿ to substitute Qualifying Treasury Securities for Junior Subordinated Notes in connection with an exchange of Normal PCS for Stripped PCS and Capital PCS, as provided for under “Description of the PCS—Exchanging Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS” on page S-56;

S-82

Ÿ to substitute Junior Subordinated Notes for Qualifying Treasury Securities in connection with an exchange of Stripped PCS and Capital PCS for Normal PCS, as provided for under “Description of the PCS—Exchanging Stripped PCS and Capital PCS for Normal PCS and Qualifying Treasury Securities” on page S-58;

Ÿ to substitute the interest-bearing deposit with Mellon Bank for Junior Subordinated Notes upon completion of a successful Remarketing; or

Ÿ upon the termination of the Stock Purchase Contracts.

Subject to the security interest and the terms of the Collateral Agreement, the Trust (acting through the Property Trustee) will own the Pledged Securities and, subject to the terms of the Trust Agreement, it will be entitled to exercise all rights pertaining to the Junior Subordinated Notes and Preferred Stock, including voting rights and, in the case of the Junior Subordinated Notes, redemption rights. We will have no interest other than our security interest in the Pledged Securities or the interest-bearing deposit with Mellon Bank.

Except as described in “Certain Other Provisions of the Stock Purchase Contract Agreement and the Collateral Agreement” on page S-84, the Collateral Agent will, upon receipt, if any, of payments on the Pledged Securities (except to the extent it applies the proceeds at maturity of any Qualifying Treasury Securities to purchase replacement Qualifying Treasury Securities), distribute the payments to the Trust, which will in turn distribute those payments together with Contract Payments received from us, to the persons in whose names the Normal PCS and Stripped PCS are registered at the close of business on the record date for the next Distribution Date.

S-83

CERTAIN OTHER PROVISIONS OF THE STOCK PURCHASE CONTRACT AGREEMENT AND THE COLLATERAL AGREEMENT

The following is a brief description of certain other provisions of the Stock Purchase Contract Agreement and the Collateral Agreement. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to these agreements, copies of which are available upon request from us.

No Consent to Assumption

The Trust (acting through the Property Trustee) will under the terms of the Stock Purchase Contract Agreement be deemed expressly to have withheld any consent to the assumption (i.e., affirmance) of the Stock Purchase Contracts by us or our trustee if we become the subject of a case under the U.S. Bankruptcy Code or other similar state or federal law provision for reorganization or liquidation.

Consolidation, Merger, Sale or Conveyance

We covenant in the Stock Purchase Contract Agreement that we will not merge with and into, consolidate with or convert into any other entity or sell, assign, transfer, lease or convey all or substantially all of our properties and assets to any person or entity, unless:

Ÿ the successor entity is a corporation organized and existing under the laws of a domestic jurisdiction and, except in the case of the proposed merger of Mellon with Newco described under “Recent Developments” on page S-39, the successor expressly assumes our obligations under the Stock Purchase Contracts, the Stock Purchase Contract Agreement, the Collateral Agreement, the Trust Agreement, the Indenture for the Junior Subordinated Notes, the Guarantee and the Remarketing Agreement;

Ÿ the successor entity is not, immediately after the merger, consolidation, conversion, sale, assignment, transfer, lease or conveyance, in default of its payment obligations under the Stock Purchase Contracts, the Stock Purchase Contract Agreement, the Collateral Agreement, the Trust Agreement or the Remarketing Agreement or in material default in the performance of any other covenants under these agreements; and

Ÿ the successor entity reserves sufficient authorized and unissued shares of preferred stock having substantially the same terms and conditions as the Preferred Stock, such that the Trust will receive, on the Stock Purchase Date, preferred stock having substantially the same rights as the Preferred Stock that the Trust would have received had such merger, consolidation or other transaction not occurred.

Upon consummation of the proposed merger of Mellon with Newco described under “Recent Developments” on page S-39, Newco will, by operation of law, assume all of our obligations with respect to the PCS under the Trust Agreement, the Indenture, the Junior Subordinated Notes, the Guarantee Agreement, the Stock Purchase Contract Agreement, the Collateral Agreement and the Replacement Capital Covenant described in this prospectus supplement.

Governing Law

The Stock Purchase Contract Agreement, the Stock Purchase Contracts and the Collateral Agreement will be governed by, and construed in accordance with, the laws of the State of New York.

S-84

Information Concerning the Collateral Agent

The Bank of New York initially will be the Collateral Agent, Custodial Agent and securities intermediary under the Collateral Agreement. The Bank of New York, in its capacity as Collateral Agent, will act solely as our agent and will not assume any obligation or relationship of agency or trust for or with the Property Trustee or any of the holders of the PCS, except for the obligations owed by a pledgee of property to the owner of the property under the Collateral Agreement and applicable law. The Bank of New York, in its capacity as Custodial Agent, will act solely as agent for the Trust and will not assume any obligation or relationship of agency or trust for or with any of the holders of the PCS.

The Collateral Agreement will contain provisions limiting the liability of the Collateral Agent and Custodial Agent and provisions under which they may resign or be replaced. This resignation or replacement would be effective upon the acceptance of appointment by a successor.

Miscellaneous

The Collateral Agreement will provide that we will pay all fees and expenses related to the retention of the Collateral Agent and Custodial Agent.

S-85

DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES

The following is a brief description of the terms of the Junior Subordinated Notes. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the Junior Subordinated Notes and the Indenture referred to below, copies of which are available upon request from us.

The Junior Subordinated Notes will be issued pursuant to a junior subordinated indenture, dated as of December 3, 1996, between us and The Chase Manhattan Bank, as amended and supplemented by a supplemental indenture, to be dated as of June 19, 2007, among us, The Bank of New York (as successor to The Chase Manhattan Bank), as original trustee, and Manufacturers and Traders Trust Company, or “M&T,” as series trustee with respect to the Junior Subordinated Notes. We refer to the junior subordinated indenture, as so amended and supplemented, as the “Indenture,” and to M&T or its successor, as series trustee, as the “Indenture Trustee.” You should read the Indenture for provisions that may be important to you.

When we use the term “holder” in this prospectus supplement with respect to a registered Junior Subordinated Note, we mean the person in whose name such Junior Subordinated Note is registered in the security register. It is expected that The Bank of New York, in its capacity as either Collateral Agent or Custodial Agent, will be the registered holder of the Junior Subordinated Notes at all times prior to the Remarketing Settlement Date. After the Remarketing Settlement Date, we expect that the Junior Subordinated Notes will be held in book-entry form only, as described under “Book-Entry System“ on page S-122, and will be held in the name of DTC or its nominee.

The Indenture does not limit the amount of debt that we or our subsidiaries may incur either under the Indenture or other indentures to which we are or become a party. The Junior Subordinated Notes are not convertible into or exchangeable for our common stock or authorized preferred stock.

General

The Junior Subordinated Notes will be unsecured, will be deeply subordinated, including to all of our existing and future senior and subordinated debt, as defined under “—Subordination” on page S-88, and, in the case of our liquidation (whether in bankruptcy or otherwise), to all of our indebtedness for money borrowed, including subordinated debt that is not by its terms expressly made pari passu with or junior to the Junior Subordinated Notes, but not trade creditors and Pari Passu Securities, as defined below under “—Subordination”; provided that in connection with an Early Remarketing, other than the first attempt at Remarketing, we may elect that our obligations under the Junior Subordinated Notes shall no longer be subordinated to our senior and subordinated debt, effective on the Remarketing Settlement Date.

We will have the right at any time after the Stock Purchase Date or the earlier termination of the Stock Purchase Contracts to dissolve the Trust and cause the Junior Subordinated Notes to be distributed to the holders of the Capital PCS and, if the Stock Purchase Contracts have been terminated, the holders of the Normal PCS. If Junior Subordinated Notes are distributed to holders of the Normal PCS and Capital PCS in liquidation of the holders’ interests in the Trust at any time that the Normal PCS and Capital PCS are represented by global securities, those Junior Subordinated Notes initially will be issued as a global security. Unless the Trust is dissolved and the Junior Subordinated Notes distributed to holders of the Normal PCS and Capital PCS, The Bank of New York, in its capacity as either Collateral Agent or Custodial Agent, will continue to hold legal title to the Junior Subordinated Notes, subject, in the case of Junior Subordinated Notes that are Pledged Securities, to the pledge under the Collateral Agreement, until the Stock Purchase Date or, if earlier, the Remarketing Settlement Date.

S-86

Interest Rate and Maturity

The interest payment provisions for the Junior Subordinated Notes correspond to the distribution provisions of the Normal PCS described under “Description of the PCS—Current Payments—Normal PCS” on page S-60. The record date for interest payments on the Junior Subordinated Notes is the fifth day of the month in which the applicable interest payment date falls. The Junior Subordinated Notes will mature on June 20, 2043 or such earlier date as we may elect in connection with a Remarketing, as described under “—Remarketing” on page S-91, and will bear interest accruing from June 19, 2007, at the rate of 6.044% per annum, payable semi-annually in arrears on June 20 and December 20 of each year, commencing December 20, 2007, subject to the deferral provisions described under “—Option to Defer Interest Payments” on page S-87. If there is a Failed Remarketing, interest will also be payable on the Junior Subordinated Notes on the Stock Purchase Date if it is not otherwise an interest payment date.

The amount of interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the case that any date on which interest is payable on the Junior Subordinated Notes is not a business day, then payment of the interest payable on that date will be made on the next business day, without adjustment.

Option to Defer Interest Payments

We will have the right under the Indenture to defer, and will defer if directed to do so by the Federal Reserve, the payment of interest on the Junior Subordinated Notes at any time or from time to time. We may not defer interest payments for any period of time that exceeds 14 consecutive interest payment dates with respect to any deferral period. If we elect to move up the maturity date of the Junior Subordinated Notes in connection with a Remarketing and, at the time of the Remarketing, are deferring interest, we may not elect a maturity date that is earlier than seven years after commencement of the deferral period. Any deferral period must end on an interest payment date. At the end of a deferral period, we must pay all interest then accrued and unpaid, together with any interest on the accrued and unpaid interest, to the extent permitted by applicable law. If we exercise our right to defer payments of stated interest on the Junior Subordinated Notes, we intend to treat the Junior Subordinated Notes as reissued, solely for U.S. federal income tax purposes, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, the income that you would be required to accrue would exceed the interest payments that you would actually receive. If the Stock Purchase Date occurs during a deferral period and we have not successfully remarketed the Junior Subordinated Notes, on the Stock Purchase Date we will pay the Trust deferred interest on the Junior Subordinated Notes that are Pledged Securities in junior subordinated notes, or “Additional Subordinated Notes” that have a principal amount equal to the aggregate amount of deferred interest as of the Stock Purchase Date, mature on the later of June 20, 2016 and five years after commencement of the related deferral period, bear interest at a rate per annum equal to the rate of interest originally in effect on the Junior Subordinated Notes, are subordinate and rank junior in right of payment to all of our senior and subordinated debt on the same basis as the Junior Subordinated Notes and are redeemable by us at any time prior to their stated maturity.

Prior to the termination of any deferral period, we may extend such deferral period, provided that such extension does not:

Ÿ cause such extended deferral period to exceed the maximum deferral period;

Ÿ end on a date other than an interest payment date; or

Ÿ extend beyond the stated maturity of the Junior Subordinated Notes.

S-87

Upon the termination of any deferral period, or any extension of the related deferral period, and the payment of all amounts then due, we may begin a new deferral period, subject to the limitations described above. No interest shall be due and payable during a deferral period except at the end thereof. We must give the Indenture Trustee and the paying agent notice of our election to begin or extend a deferral period at least 10 business days prior to the date interest on the Junior Subordinated Notes would have been payable except for the election to begin or extend the deferral period.

The Indenture Trustee shall give notice of our election to begin or extend a deferral period to the holders of the Junior Subordinated Notes, to the administrative trustees and to the holders of the Capital PCS and, if such election is made prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, to the holders of the Normal PCS. Subject to the foregoing limitations, there is no limitation on the number of times that we may begin or extend a deferral period.

As described under “—Restrictions on Certain Payments, including on Deferral of Interest” on page S-97, during any such deferral period we will be restricted, subject to certain exceptions, from making certain payments, including declaring or paying any dividends or making any distributions on, or redeeming, purchasing, acquiring or making a liquidation payment with respect to, shares of our capital stock.

We have agreed in the indenture with respect to our junior subordinated deferrable interest debentures, Series C, not to make any payment of principal of or interest on, repay or redeem the Junior Subordinated Notes at any time there is a default under that indenture or we have deferred interest payments under those debentures.

Subordination

Our obligations to pay interest and premium (if any) on, and principal of, the Junior Subordinated Notes are subordinate and junior in right of payment and upon liquidation to all our “senior and subordinated debt,” which consists of the principal of and premium and interest, if any, including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to Mellon, whether or not such claim for post-petition interest is allowed in such proceeding, on debt (as defined below), whether incurred on or prior to the date of the Indenture; unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Junior Subordinated Notes or the Guarantee, or to other debt that is equal or subordinated to the Junior Subordinated Notes or the Guarantee, other than:

Ÿ any debt of Mellon which when incurred and without respect to any election under Section 1111(b) of the United States Bankruptcy Code, as amended, was without recourse to Mellon;

Ÿ any debt which by its terms is subordinated to trade accounts payable or accrued liabilities arising in the ordinary course of business to the extent that payments made to the holders of such debt by the holders of the Junior Subordinated Notes and the Guarantee, as a result of the subordination provisions of the Indenture, would be greater than such payments otherwise would have been as a result of any obligation of such holders of such debt to pay amounts over to the obligees on such trade accounts payable or accrued liabilities arising in the ordinary course of business as a result of subordination provisions to which such debt is subject; and

Ÿ any debt or guarantee that is by its terms subordinated to, or ranks equally with, the Junior Subordinated Notes and the Guarantee and the issuance of which, in the case of this bullet point only,

Ÿ has received the concurrence or approval of the Federal Reserve, or

S-88

Ÿ does not at the time of issuance prevent the PCS or the Junior Subordinated Notes from qualifying for Tier 1 capital treatment (irrespective of any limits on the amount of Mellon’s Tier 1 capital) under the applicable capital adequacy guidelines, regulations, policies or published interpretations of the Federal Reserve.

For purposes of the foregoing, “debt ” means, with respect to Mellon, whether recourse is to all or a portion of our assets and whether or not contingent:

Ÿ the principal, premium, if any, and interest in respect of (a) indebtedness for money borrowed and (b) indebtedness evidenced by securities, notes, debentures, bonds or other similar instruments issued by us, including obligations incurred in connection with the acquisition of property, assets or businesses;

Ÿ all of our capital lease obligations;

Ÿ all of our obligations issued or assumed as the deferred purchase price of property or services other than trade accounts payable and other accrued liabilities arising in the ordinary course of business;

Ÿ all of our reimbursement obligations, contingent or otherwise, in respect of any letters of credit, bankers’ acceptances or similar facilities for our account;

Ÿ all of our obligations in respect of interest rate swaps, caps or other agreements, interest rate futures or option contracts, currency swap agreements, currency futures or option contracts, hedging arrangements and other similar agreements;

Ÿ all obligations of the type referred to in the preceding bullet points of other persons for the payment of which we are responsible or liable as obligator, guarantor or otherwise; and

Ÿ all obligations of the type referred to in the preceding bullet points of other persons secured by any lien on any of our property or assets, whether or not such obligation is assumed by us.

The Junior Subordinated Notes and the Guarantee will rank equally in right of payment with any “Pari Passu Securities,” which means

Ÿ indebtedness that, among other things,

Ÿ qualifies or is issued to financing vehicles issuing securities that qualify as Tier 1 capital of Mellon under the capital guidelines of the Federal Reserve; and

Ÿ by its terms ranks equally with our Junior Subordinated Notes in right of payment and upon liquidation; and

Ÿ guarantees of indebtedness described in the first bullet or securities issued by one or more financing vehicles described in the first bullet.

Pari Passu Securities does not include any junior subordinated debentures or guarantees that may be issued in the future in connection with traditional trust preferred securities, which will rank senior to the Junior Subordinated Notes. All liabilities of our subsidiaries including trade accounts payable and accrued liabilities arising in the ordinary course of business are effectively senior to the Junior Subordinated Notes to the extent of the assets of such subsidiaries. As of March 31, 2007, our indebtedness and obligations, on a parent-only basis, totaled approximately $2.7 billion and our subsidiaries’ direct borrowings and deposit liabilities that would effectively rank senior to the Junior Subordinated Notes totaled approximately $31.5 billion.

S-89

As a result of the subordination provisions, no payment of principal (including redemption payments), premium, if any, or interest on the Junior Subordinated Notes may be made if:

Ÿ any principal, premium, interest or any other payment due on any of our senior and subordinated debt has not been paid when due and that default continues; or

Ÿ the maturity of any of our senior and subordinated debt has been accelerated because of a default.

In addition, we will not incur any additional indebtedness for borrowed money that ranks pari passu with or junior to the Junior Subordinated Notes except in compliance with applicable Federal Reserve regulations and guidelines.

In connection with an Early Remarketing, other than the first attempt at Remarketing, we may elect that our obligations under the Junior Subordinated Notes no longer be subordinated to our senior and subordinated debt, effective on the Remarketing Settlement Date.

If certain events in bankruptcy, insolvency or reorganization occur, we will first pay all senior and subordinated debt, including any interest accrued after the events occur, in full before we make any payment or distribution, whether in cash, securities or other property, on account of the principal of or interest on the Junior Subordinated Notes. In such an event, we will pay or deliver directly to the holders of senior and subordinated debt and of other indebtedness described in the previous sentence, any payment or distribution otherwise payable or deliverable to holders of the Junior Subordinated Notes. We will make the payments to the holders of senior and subordinated debt according to priorities existing among those holders until we have paid all senior and subordinated debt, including accrued interest, in full. Notwithstanding the subordination provisions discussed in this paragraph, we may make payments or distributions on the Junior Subordinated Notes so long as:

Ÿ the payments or distributions consist of securities issued by us or another company in connection with a plan of reorganization or readjustment; and

Ÿ payment on those securities is subordinate to outstanding senior and subordinated debt and any securities issued with respect to senior and subordinated debt under such plan of reorganization or readjustment at least to the same extent provided in the subordination provisions of the Junior Subordinated Notes.

If such events in bankruptcy, insolvency or reorganization occur, after we have paid in full all amounts owed on senior and subordinated debt, the holders of Junior Subordinated Notes together with the holders of any of our other obligations ranking equal with the Junior Subordinated Notes will be entitled to receive from our remaining assets any principal, premium or interest due at that time on the Junior Subordinated Notes and such other obligations before we make any payment or other distribution on account of any of our capital stock or obligations ranking junior to the Junior Subordinated Notes.

If we violate the Indenture by making a payment or distribution to holders of the Junior Subordinated Notes before we have paid all the senior and subordinated debt in full, then such holders of the Junior Subordinated Notes will have to pay or transfer the payments or distributions to the trustee in bankruptcy, receiver, liquidating trustee or other person distributing our assets for payment of the senior and subordinated debt. Notwithstanding the subordination provisions discussed in this paragraph, holders of Junior Subordinated Notes will not be required to pay, or transfer payments or distributions to, holders of senior and subordinated debt so long as:

Ÿ the payments or distributions consist of securities issued by us or another company in connection with a plan of reorganization or readjustment; and

S-90

Ÿ payment on those securities is subordinate to outstanding senior and subordinated debt and any securities issued with respect to senior and subordinated debt under such plan of reorganization or readjustment at least to the same extent provided in the subordination provisions of the Junior Subordinated Notes.

Because of the subordination, if we become insolvent, holders of senior and subordinated debt may receive more, ratably, and holders of the Junior Subordinated Notes having a claim pursuant to those securities may receive less, ratably, than our other creditors. This type of subordination will not prevent an event of default from occurring under the Indenture in connection with the Junior Subordinated Notes.

We may modify or amend the Indenture as provided under “—Modification of Indenture” on page S-104. However, the modification or amendment may not, without the consent of the holders of all senior and subordinated debt outstanding, modify any of the provisions of the Indenture relating to the subordination of the Junior Subordinated Notes in a manner that would adversely affect the holders of senior and subordinated debt.

The Indenture does not limit the amount of senior and subordinated debt that we may incur. We expect from time to time to incur additional indebtedness and other obligations constituting senior and subordinated debt.

Additional Interest

If the Junior Subordinated Notes are owned by the Trust and if the Trust is required to pay any taxes, duties, assessments or governmental charges of whatever nature, other than withholding taxes, imposed by the United States, or any other taxing authority, then we will be required to pay additional interest on the Junior Subordinated Notes. The amount of any additional interest will be an amount sufficient so that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts that the Trust would have received had no such taxes, duties, assessments or other governmental charges been imposed. This means that the Trust will be in the same position it would have been in if it did not have to pay such taxes, duties, assessments or other charges.

Remarketing

Remarketings will occur, and if successful, will settle in the calendar month immediately preceding the Stock Purchase Date. More specifically, the periods during which a Remarketing will occur, or “Remarketing Periods,” will each consist of five consecutive business days beginning on the seventh business day prior to May 21, 2012, August 21, 2012, November 20, 2012, February 18, 2013 and May 21, 2013 (or if any such day is not a business day, the immediately preceding business day), unless an Early Settlement Event has occurred, and continuing until the fifth such period or the earlier settlement of a successful Remarketing. Accordingly, a successful Remarketing will settle on the date, or “Remarketing Settlement Date,” that is the third business day after the last day of the relevant Remarketing Period.

Before the first Remarketing, we will appoint a nationally recognized investment bank as “Remarketing Agent ” pursuant to a “Remarketing Agreement ” with that firm. We covenant in the Indenture to use our commercially reasonable efforts to effect the Remarketing of the Junior Subordinated Notes as described in this prospectus supplement. If in the judgment of our counsel or counsel to the Remarketing Agent a registration statement is required to effect the Remarketing of the Junior Subordinated Notes, we will use our commercially reasonable efforts to ensure that a registration statement covering the full principal amount of the Junior Subordinated Notes to be

S-91

remarketed will be effective in a form that will enable the Remarketing Agent to rely on it in connection with the Remarketing process or we will effect such Remarketing pursuant to Rule 144A under the Securities Act, if available, or any other available exemption from applicable registration requirements under the Securities Act.

All of the outstanding Junior Subordinated Notes will be remarketed in the Remarketing other than Junior Subordinated Notes having an aggregate principal amount equal to (i) the liquidation amount of Normal PCS the holders of which have elected to exchange their Normal PCS for Stripped PCS and Capital PCS if the Remarketing is successful and (ii) the liquidation amount of Capital PCS the holders of which have not elected to dispose of their Capital PCS in the Remarketing if it is successful. We describe the procedures for these elections under “Description of the PCS—Remarketing of the Junior Subordinated Notes” on page S-63. We may also elect to remarket the Junior Subordinated Notes in the form of trust preferred securities. If we make this election, we will establish a new Delaware statutory trust and offer its trust preferred securities in the Remarketing instead of the Junior Subordinated Notes. If the Remarketing is successful, the new trust will purchase the Junior Subordinated Notes included in the Remarketing from the Trust with the proceeds of the trust common securities of the new trust, which we will purchase, and the proceeds of the trust preferred securities sold in the Remarketing, and the Trust will exchange the Junior Subordinated Notes not included in the Remarketing for additional trust preferred securities of the new trust.

The net proceeds of Junior Subordinated Notes sold in a successful Remarketing, to the extent not distributed to holders of Capital PCS who have elected to dispose of their Capital PCS in connection with the Remarketing, will be placed in an interest-bearing deposit with Mellon Bank, in an amount equal to at least 100% of the Remarketing Value, and such deposit will be pledged under the Collateral Agreement to secure the Trust’s obligation to purchase the Preferred Stock under the Stock Purchase Contracts. The net proceeds of the aggregate principal amount of Junior Subordinated Notes sold in a successful Remarketing corresponding to the liquidation amount of Capital PCS, the holders of which elected to dispose of their Capital PCS in the Remarketing, will be distributed to such holders promptly after the Remarketing Settlement Date and their Capital PCS will be cancelled. Any remaining proceeds, net of any remarketing fee, will be remitted to holders of Normal PCS other than those who made an effective election to exchange their Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS upon a successful Remarketing promptly after the Remarketing Settlement Date.

Pursuant to the Remarketing Agreement, the Remarketing Agent will use its commercially reasonable efforts to obtain a price for the Junior Subordinated Notes to be remarketed that results in proceeds, net of any remarketing fee, of at least 100% of their Remarketing Value. The “Remarketing Value” of each Junior Subordinated Note will be equal to the present value on the Remarketing Settlement Date of an amount equal to the principal amount of such Junior Subordinated Note, plus the interest payable on such Junior Subordinated Note on the next Regular Distribution Date, including any deferred interest, assuming for this purpose, even if not true, that the interest rate on the Junior Subordinated Notes remains at the rate in effect immediately prior to the Remarketing and all accrued and unpaid interest on the Junior Subordinated Notes is paid in cash on such date, determined using a discount rate equal to the interest rate on the deposit with Mellon Bank.

To obtain that value, the Remarketing Agent may reset the interest rate on the Junior Subordinated Notes to a new fixed or floating rate that will apply to all outstanding Junior Subordinated Notes, whether or not included in the Remarketing, and will become effective on the Remarketing Settlement Date. If the interest rate is reset as a fixed rate, the Junior Subordinated Notes will bear interest at that rate, or “Reset Rate,” from and after the Remarketing Settlement Date, and if the interest rate is reset as a floating rate, the Junior Subordinated Notes will bear interest at the applicable index as in effect from time to time plus a spread, or “Reset Spread,” from and after the Remarketing

S-92

Settlement Date. In addition, in connection with the Remarketing the maturity of the Junior Subordinated Notes may be moved up and the date after which the Junior Subordinated Notes are optionally redeemable and the redemption price may be changed. If we elect a floating rate, we also have the option to change the interest payment dates and manner of calculation of interest on the Junior Subordinated Notes to correspond with the market conventions applicable to notes bearing interest at rates based on the applicable index. Any such changes will be announced as described below prior to the Remarketing attempt.

Each Remarketing Period will last for five consecutive business days. Our covenant in the Indenture to use our commercially reasonable efforts to effect the Remarketing of the Junior Subordinated Notes is subject to the following limitations.

Ÿ On any day other than the last day of a Remarketing Period, we will have the right, in our absolute discretion and without prior notice to the holders of the PCS, to postpone the Remarketing until the following business day.

Ÿ If a Remarketing Disruption Event has occurred and is continuing as of the last day of a Remarketing Period for a proposed Remarketing Settlement Date in May 2012, August 2012, November 2012, or February 2013 and no Early Settlement Event has occurred, we may elect not to attempt a Remarketing on that day. The consequence of that election will be that the Remarketing for the related Remarketing Period will not be successful and under the Indenture we will be obligated to use our commercially reasonable efforts to effect the Remarketing Period in the next succeeding May, August, November or February, as applicable. “Remarketing Disruption Event ” means there shall have occurred an event that, if not disclosed in the offering document for the Remarketing, could cause such offering document to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and either

Ÿ in our judgment, such event is not required by law to be disclosed at such time and its disclosure might have a material adverse effect on our business, or

Ÿ the disclosure of such event relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede our ability to consummate such transaction.

If the Remarketing Agent cannot remarket the Junior Subordinated Notes during any Remarketing Period at a price that results in proceeds, net of any remarketing fee, equal to 100% of the Remarketing Value of the Junior Subordinated Notes to be remarketed, then:

Ÿ the Stock Purchase Date will be deferred until after the next Remarketing Settlement Date;

Ÿ the interest rate on the Junior Subordinated Notes will not be reset; and

Ÿ the Remarketing Agent will thereafter attempt to establish a new Reset Rate or Reset Spread meeting the requirements described above and remarket the Junior Subordinated Notes during subsequent Remarketing Periods, which will begin on the seventh business day immediately preceding August 21, 2012, November 20, 2012, February 18, 2013 and May 21, 2013 (or if any such day is not a business day, the immediately preceding business day).

Any subsequent Remarketing will be subject to the conditions and procedures described above, and will settle (if successful) on the corresponding Remarketing Settlement Date; provided that if a successful Remarketing has not previously occurred and, as a result, the Remarketing Agent attempts a Remarketing for settlement on May 21, 2013, or if such day is not a business day, the next business day (or the fifth scheduled Remarketing Settlement Date in the case of an Early Remarketing), then the Reset Rate for that Remarketing will not be subject to the Fixed Rate Reset Cap or the Reset Spread for that Remarketing will not be subject to the Floating Rate Reset Cap, as applicable.

S-93

If the Remarketing Agent is unable to remarket the Junior Subordinated Notes for settlement on or before May 21, 2013 or if such day is not a business day, the immediately preceding business day (or the fifth scheduled Remarketing Settlement Date in the case of an Early Remarketing), a “Failed Remarketing” will be deemed to have occurred. In that case:

Ÿ The interest rate on the Junior Subordinated Notes will not be reset, and the Normal PCS and Capital PCS will continue to bear cash distributions at the rate otherwise applicable, payable in arrears on each Regular Distribution Date. In the event of a Failed Remarketing, we may move up the stated maturity of the Junior Subordinated Notes and, accordingly, the Capital PCS Mandatory Redemption Date, to any date on or after June 20, 2016; provided that if we are deferring interest on the Junior Subordinated Notes at the time of the Failed Remarketing, any new stated maturity date and Capital PCS Mandatory Redemption Date may not be earlier than seven years after commencement of the deferral period.

Ÿ We will exercise our rights as a secured party with respect to the Pledged Securities under the Collateral Agreement and, subject to applicable law, retain the Pledged Securities or their proceeds and apply them against the Trust’s obligation to us under the Stock Purchase Contract or sell them in one or more private sales. In either case, the Trust’s obligations under the Stock Purchase Contracts would be satisfied in full. We will issue a note, payable on the later of June 20, 2016 and the date five years after commencement of any related deferral period on the Junior Subordinated Notes and bearing interest at the same rate (or pursuant to the same interest rate formula) that applies to the Junior Subordinated Notes, in the amount of any accrued and unpaid distributions on the Normal PCS and the Stripped PCS as of the Stock Purchase Date, to the Property Trustee.

Ÿ If you hold Capital PCS and elected to dispose of them in the Remarketing, your Capital PCS will be returned to you.

We will cause notice of any unsuccessful Remarketings and of a Failed Remarketing to be made publicly available.

The Reset Rate or Reset Spread will be equal to the interest rate determined to result in proceeds from the Remarketing of the Junior Subordinated Notes, net of any remarketing fee, of at least 100% of the Remarketing Value; provided that the Reset Rate may not exceed the Fixed Rate Reset Cap or the Reset Spread may not exceed the Floating Rate Reset Cap, as the case may be, in connection with the first four Remarketing Periods. For this purpose, the “Fixed Rate Reset Cap” is the prevailing market yield, as determined by the Remarketing Agent, of the benchmark U.S. treasury security having a remaining maturity that most closely corresponds to the period from such date until the earliest date on which the Junior Subordinated Notes may be redeemed at our option in the event of a successful Remarketing, plus 350 basis points, or 3.50% per annum, and the “Floating Rate Reset Cap,” which the Reset Spread may not exceed, will be 300 basis points, or 3.00% per annum. Since the new rate will become effective part way through an interest period, the first interest payment due on the Junior Subordinated Notes after the Remarketing Settlement Date will reflect the initial rate for the period from and including the immediately preceding payment date to but excluding the Remarketing Settlement Date and the new rate for the period from and including the Remarketing Settlement Date to but excluding the date of payment.

If a Remarketing is attempted for settlement after February 18, 2013 or after the fourth Remarketing attempt following the occurrence of an Early Settlement Event, the Reset Rate will not be subject to the Fixed Rate Reset Cap or the Reset Spread or will not be subject to the Floating Rate Reset Cap, as the case may be.

In connection with a Remarketing, we may elect, in our sole discretion, to move up the stated maturity of the Junior Subordinated Notes to any date on or after June 20, 2016, and we may change

S-94

the date on and after which the Junior Subordinated Notes are redeemable at our option to a new date not earlier than June 20, 2016 and change the redemption price. In the event that we are deferring interest on the Junior Subordinated Notes at the time of the Remarketing, any new maturity or redemption date of the Junior Subordinated Notes may not be earlier than seven years after commencement of the deferral period, and any new redemption price may not be less than the principal plus accrued and unpaid interest (including additional interest) on the Junior Subordinated Notes. In addition, we may also elect, in the case of a Remarketing following an Early Settlement Event, other than the first attempt at Remarketing, that the Junior Subordinated Notes will no longer be subordinated to our senior and subordinated debt and that the Junior Subordinated Notes no longer be subject to optional deferral. Any such election would take effect, upon a successful Remarketing, on the Remarketing Settlement Date.

The Property Trustee will give holders of Normal PCS and Capital PCS notice of Remarketing at least 21 calendar days prior to the first day of any Remarketing Period. Such notice will set forth:

Ÿ the beginning and ending dates of the Remarketing Period and the applicable Remarketing Settlement Date and Stock Purchase Date in the event the Remarketing is successful;

Ÿ the applicable Distribution Dates and record dates for cash distributions on the Normal PCS and Capital PCS;

Ÿ any change to the stated maturity of the Junior Subordinated Notes if the Remarketing is successful;

Ÿ in the case of a Remarketing following an Early Settlement Event after an unsuccessful Remarketing during the first scheduled Remarketing Period, whether the Junior Subordinated Notes will no longer be subordinated to our senior and subordinated debt and no longer be subject to optional deferral;

Ÿ the procedures you must follow if you hold Normal PCS to elect to exchange your Normal PCS for Stripped PCS and Capital PCS if the Remarketing is successful and the date by which such election must be made; and

Ÿ the procedures you must follow if you hold Capital PCS to elect to dispose of them in connection with the Remarketing and the date by which such election must be made.

Early Remarketing

If an Early Settlement Event occurs, the Remarketing process described above will begin earlier. The first attempted Remarketing will take place during the first following Remarketing Period that begins at least 30 days after the occurrence of such Early Settlement Event. In the event of such an “Early Remarketing”:

Ÿ the first Remarketing attempt will be on the basis that the PCS will be remarketed with the underlying Junior Subordinated Notes remaining subordinated to the same extent as when they are originally issued (i.e., we will not have the option to elect to remarket them as senior notes) subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable;

Ÿ the second, third and fourth Remarketing attempts will be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable, but the underlying Junior Subordinated Notes may, at our election, no longer be subordinated to our senior and subordinated debt and no longer be subject to optional deferral; and

Ÿ the fifth and last Remarketing attempt will not be subject to the Fixed Rate Reset Cap or Floating Rate Reset Cap, as applicable, and the underlying Junior Subordinated Notes may, at our election, no longer be subordinated to our senior and subordinated debt and no longer be subject to optional deferral.

S-95

If the first Remarketing attempt in an Early Remarketing is not successful, up to four additional attempts will be made beginning on the seventh business day prior to February 18, May 21, August 21 and November 20 (or if any such day is not a business day, the immediately preceding business day), as applicable, immediately following the first Remarketing Period, which date will be the Remarketing Settlement Date in the event of a successful Remarketing, and the Stock Purchase Date will be the March 20, June 20, September 20 or December 20 immediately following the Remarketing Settlement Date or the final unsuccessful attempt, or on the next business day if not a business day. For example, if an Early Settlement Event (other than as a result of the entry of an order for dissolution of the Trust by a court of competent jurisdiction) occurs on April 1, 2008, then the first Remarketing attempt would begin on the seventh business day prior to May 21, 2008 (or if such day is not a business day, the immediately preceding business day) for settlement on that date as the Remarketing Settlement Date; if that Remarketing fails, successive Remarketing attempts would be made for settlement on the August 21, 2008, November 20, 2008 and February 18, 2009 Remarketing Settlement Dates (with the Stock Purchase Date being the September 20, December 20 or March 20, as applicable, that is immediately thereafter, or if any such day is not a business day, the next business day); and if none of those Remarketing attempts succeeds, then the fifth and final Remarketing attempt will be made for settlement on the Remarketing Settlement Date on May 21, 2009 (or if such day is not a business day, the immediately preceding business day), in which case the Stock Purchase Date would be June 20, 2009, or if such day is not a business day, the next business day.

In the case of an Early Settlement Event resulting from the entry of an order for dissolution of the Trust by a court of competent jurisdiction, as described under “Description of the PCS—Liquidation Distribution upon Dissolution” on page S-68, there shall be only one Remarketing Period and the Reset Rate shall not be subject to the Fixed Rate Reset Cap or the Reset Spread shall not be subject to the Floating Rate Reset Cap, as applicable. If the Remarketing conducted on such date is not successful, it shall be deemed a Failed Remarketing and the Stock Purchase Date shall be the next succeeding March 20, June 20, September 20 or December 20, or if such day in not a business day, the next business day.

Except as described above, an Early Remarketing after the occurrence of an Early Settlement Event will be conducted as described under “—Remarketing” on page S-91.

Early Settlement Events

An “Early Settlement Event ” shall be deemed to occur if:

Ÿ our “total risk-based capital ratio” is less than 10%;

Ÿ our “tier 1 risk-based capital ratio” is less than 6%;

Ÿ our “leverage capital ratio” is less than 4%;

Ÿ the Federal Reserve, in its discretion, anticipates that we may fail one or more of the capital tests referred to above in the near term and delivers a notice to us so stating; or

Ÿ the Trust is dissolved pursuant to the entry of an order for dissolution by a court of competent jurisdiction.

In the case of the tests described in the first three bullets, each ratio will be determined as required pursuant to Appendix A to Regulation Y of the Federal Reserve Board, 12 C.F.R. Part 225. The related Early Settlement Event will be deemed to occur on the date we file a Form FR Y-9C showing in Schedule HC-R (or successor form) that the related capital measure has been failed.

S-96

Payment; Exchange; Transfer

We will appoint a paying agent on or before the Remarketing Settlement Date from whom holders of Junior Subordinated Notes can receive payment of the principal of and any premium and interest on the Junior Subordinated Notes on and after such date. We may elect to pay any interest on the Junior Subordinated Notes by mailing a check to the person listed as the owner of the Junior Subordinated Notes in the security register or by wire transfer to an account designated by that person in writing not less than ten days before the date of the interest payment. One of our affiliates may serve as the paying agent under the Indenture. We will pay interest on the Junior Subordinated Notes:

Ÿ on an interest payment date to the person in whose name that Junior Subordinated Note is registered at the close of business on the record date relating to that interest payment date; and

Ÿ on the date of maturity or earlier redemption or repayment to the person who surrenders such Junior Subordinated Note at the office of our appointed paying agent.

Any money that we pay to a paying agent for the purpose of making payments on the Junior Subordinated Notes and that remains unclaimed two years after the payments were due will, at our request, be returned to us and after that time any holder of such Junior Subordinated Notes can only look to us for the payments on such Junior Subordinated Notes.

Any Junior Subordinated Notes can be exchanged for other Junior Subordinated Notes so long as such other Junior Subordinated Notes are denominated in authorized denominations and have the same aggregate principal amount and same terms as the Junior Subordinated Notes that were surrendered for exchange. The Junior Subordinated Notes may be presented for registration of transfer, duly endorsed or accompanied by a satisfactory written instrument of transfer, at the office or agency maintained by us for that purpose in a place of payment. There will be no service charge for any registration of transfer or exchange of the Junior Subordinated Notes, but we may require holders to pay any tax or other governmental charge payable in connection with a transfer or exchange of the Junior Subordinated Notes. We may at any time rescind the designation or approve a change in the location of any office or agency, in addition to the security registrar, designated by us where holders can surrender the Junior Subordinated Notes for registration of transfer or exchange. However, we will be required to maintain an office or agency in each place of payment for the Junior Subordinated Notes.

Denominations

The Junior Subordinated Notes will be issued only in registered form, without coupons, in denominations of $1,000 each or multiples of $1,000. After the Remarketing Settlement Date, we expect that the Junior Subordinated Notes will be held in book-entry form only, as described under “Book-Entry System“ on page S-122, and will be held in the name of DTC or its nominee.

Restrictions on Certain Payments, including on Deferral of Interest

If:

Ÿ there shall have occurred and be continuing any event of default with respect to the Junior Subordinated Notes;

Ÿ the Junior Subordinated Notes are beneficially owned by the Trust and we shall be in default relating to our payment of any obligations under the Guarantee;

Ÿ we shall have given notice of our election to defer payments of interest on the Junior Subordinated Notes but the related deferral period has not yet commenced;

S-97

Ÿ we have not paid in full interest scheduled to have been paid on the most recent interest payment date;

Ÿ any amount of deferred interest on the Junior Subordinated Notes remains unpaid; or

Ÿ we have paid deferred interest to the Trust in the form of Additional Subordinated Notes and not yet repaid all amounts outstanding on such notes;

then neither we nor any of our subsidiaries shall:

Ÿ declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to any shares of our capital stock;

Ÿ make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by us that rank or make any payments under any guarantee that ranks, upon our liquidation, pari passu with the Junior Subordinated Notes (including the Junior Subordinated Notes, “parity securities”) or junior to the Junior Subordinated Notes; or

Ÿ make any payment under any guarantee that ranks junior to our Guarantee related to the PCS.

The restrictions listed above do not apply to:

Ÿ any repurchase, redemption or other acquisition of shares of our capital stock in connection with:

Ÿ any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors;

Ÿ the satisfaction of our obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the deferral period;

Ÿ a dividend reinvestment or shareholder purchase plan; or

Ÿ the issuance of our capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable event of default, default or deferral period, as the case may be;

Ÿ any exchange, redemption or conversion of any class or series of our capital stock, or the capital stock of one of our subsidiaries, for any other class or series of our capital stock, or of any class or series of our indebtedness for any class or series of our capital stock;

Ÿ any purchase of fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged;

Ÿ any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto;

Ÿ payments by us under any guarantee agreement executed for the benefit of the holders of the PCS;

Ÿ payments of interest on parity securities (including the Junior Subordinated Notes) in additional parity securities (including any Additional Subordinated Notes) and any repurchase of parity securities (including the Junior Subordinated Notes) in exchange for preferred stock (including the Preferred Stock), in each case in connection with a Failed Remarketing or similar event;

Ÿ any payment of current or deferred interest on parity securities that is made pro rata to the amounts due on such parity securities (including the Junior Subordinated Notes), and any

S-98

payments of principal of or deferred interest on parity securities that, if not made, would cause us to breach the terms of the instrument governing such parity securities; or

Ÿ any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to such stock.

Redemption

We may from time to time redeem Junior Subordinated Notes, in whole or in part, at any date on or after June 20, 2016, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including deferred interest (if any), to the date of redemption. In connection with a Remarketing, we may change the date after which we may redeem Junior Subordinated Notes to a later date or change the redemption price as described under “—Remarketing” on page S-91. The Junior Subordinated Notes will not be subject to any sinking fund and will not be redeemable at the option of the holder.

Prior to the Stock Purchase Date, we may also redeem all, but not less than all, of the Junior Subordinated Notes upon the occurrence of a capital treatment event, investment company event, rating agency event or tax event, as described below. After the Stock Purchase Date and prior to June 20, 2016, we may also redeem all, but not less than all, of the Junior Subordinated Notes upon the occurrence of an investment company event or tax event, as described below. The redemption price will be 100% of the principal amount of Junior Subordinated Notes to be redeemed, plus accrued and unpaid interest through the date of redemption, in the case of any redemption in connection with a capital treatment event or investment company event, and the greater of 100% of the principal amount of Junior Subordinated Notes to be redeemed and the applicable make-whole amount, plus accrued and unpaid interest through the date of redemption, in the case of any redemption in connection with a rating agency event or tax event.

The “make-whole amount ” will be equal to the sum of the present values of the principal amount of the Junior Subordinated Notes and each interest payment thereon that would have been payable to and including the relevant date (not including any portion of such payments of interest accrued as of the date of redemption), discounted from the relevant date or the applicable interest payment date to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the treasury rate plus .50%. The “relevant date” means June 20, 2012 in the case of any redemption prior to such date, June 20, 2013 in the case of any redemption on or after June 20, 2012 and prior to June 20, 2013 if the stock purchase date shall not have occurred on or prior to June 20, 2012, and otherwise June 20, 2016.

A “capital treatment event ” means the reasonable determination by us that, as a result of:

Ÿ the occurrence of any amendment to, or change, including any announced prospective change, in the laws or regulations of the United States or any political subdivision thereof or therein or any rules, guidelines or policies of the Federal Reserve, or

Ÿ any official or administrative pronouncement or action or judicial decision interpreting or applying United States laws or regulations, that is effective or is announced on or after the date of issuance of the PCS,

there is more than an insubstantial risk that we will not be entitled to treat an amount equal to the liquidation amount of the Normal PCS at any time prior to the Stock Purchase Date as Tier 1 capital under the risk-based capital adequacy guidelines of the Federal Reserve.

An “investment company event ” means our receipt of an opinion of counsel to the effect that, as a result of the occurrence of a change in law or regulation or a written change, including any announced

S-99

prospective change, in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or will be considered an investment company that is required to be registered under the Investment Company Act at any time prior to the Stock Purchase Date, and this change becomes effective or would become effective on or after the date of the issuance of the PCS (or, if we elect to remarket the Junior Subordinated Notes in the form of trust preferred securities, that the issuer of such trust preferred securities is or will be considered an investment company that is required to be registered under the Investment Company Act and this change becomes effective or would become effective on or after the Remarketing Settlement Date).

A “rating agency event ” means any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) under the Exchange Act that currently publishes a rating for us (a “rating agency”) amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the PCS, which amendment, clarification or change results in:

Ÿ the shortening of the length of time prior to the Stock Purchase Date that the PCS are assigned a particular level of equity credit by that rating agency as compared to the length of time the PCS would have been assigned that level of equity credit by that rating agency or its predecessor on the issue date of the PCS; or

Ÿ the lowering of the equity credit (including up to a lesser amount) assigned to the PCS prior to the Stock Purchase Date by that rating agency as compared to the equity credit assigned by that rating agency or its predecessor on the issue date of the PCS.

A “tax event ” means our receipt of an opinion of counsel to the effect that, as a result of:

Ÿ an amendment to or change (including any announced prospective change) in the laws or regulations of the United States or any political subdivision or taxing authority of or in the United States that is enacted or becomes effective after the initial issuance of the PCS;

Ÿ a proposed change in those laws or regulations that is announced after the initial issuance of the PCS;

Ÿ an official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of the PCS; or

Ÿ a threatened challenge asserted in connection with an audit of the Trust, us or our subsidiaries, or a threatened challenge asserted in writing against any other taxpayer that has raised capital through the issuance of securities that are substantially similar to the Junior Subordinated Notes or the PCS;

there is more than an insubstantial increase in risk that:

Ÿ the Trust is (or if we elect to remarket the Junior Subordinated Notes in the form of trust preferred securities, the trust issuing such securities), or will be, subject to United States federal income tax with respect to income received or accrued on the Junior Subordinated Notes;

Ÿ interest payable by us on the Junior Subordinated Notes is not, or will not be, deductible by us, in whole or in part, for United States federal income tax purposes; or

Ÿ the Trust (or if we elect to remarket the Junior Subordinated Notes in the form of trust preferred securities, the trust issuing such securities) is, or will be, subject to more than an insignificant amount of other taxes, duties or other governmental charges at any time it is the holder of the Junior Subordinated Notes.

S-100

“Treasury rate” means the semi-annual equivalent yield to maturity of the “treasury security” that corresponds to the “treasury price” (calculated in accordance with standard market practice and computed as of the second trading day immediately preceding the redemption date).

“Treasury security” means the United States Treasury security that the “treasury dealer” determines would be appropriate to use, at the time of determination and in accordance with standard market practice, in pricing the Junior Subordinated Notes being redeemed in a tender offer based on a spread to United States Treasury yields.

“Treasury price” means the bid-side price for the treasury security as of the third trading day preceding the redemption date, as set forth in the daily statistical release (or any successor release) published by the Wall Street Journal, except that: (i) if that release (or any successor release) is not published or does not contain that price information on that trading day; or (ii) if the treasury dealer determines that the price information is not reasonably reflective of the actual bid-side price of the treasury security prevailing at 3:30 p.m., New York City time, on that trading day, then treasury price will instead mean the bid-side price for the treasury security at or around 3:30 p.m., New York City time, on that trading day (expressed on a next trading day settlement basis) as determined by the treasury dealer through such alternative means as the treasury dealer considers to be appropriate under the circumstances.

“Treasury dealer” means Goldman, Sachs & Co. (or its successor) or, if Goldman, Sachs & Co. (or its successor) refuses to act as treasury dealer for this purpose or ceases to be a primary U.S. Government securities dealer, another nationally recognized investment banking firm that is a primary U.S. Government securities dealer specified by us for these purposes.

We may not redeem the Junior Subordinated Notes in part if the principal amount has been accelerated and such acceleration has not been rescinded or unless all accrued and unpaid interest has been paid in full on all outstanding Junior Subordinated Notes for all interest periods terminating on or before the redemption date.

Any redemption will be subject to receipt of prior approval by the Federal Reserve, if required.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Junior Subordinated Notes to be redeemed at its registered address. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Junior Subordinated Notes or portions thereof called for redemption.

In the event of any redemption, neither we nor the Indenture Trustee will be required to:

Ÿ issue, register the transfer of, or exchange, Junior Subordinated Notes during a period beginning at the opening of business 15 days before the day of publication or mailing of the notice of redemption and ending at the close of business on the day of such publication or the mailing of such notice; or

Ÿ transfer or exchange any Junior Subordinated Notes so selected for redemption, except, in the case of any Junior Subordinated Notes being redeemed in part, any portion thereof not to be redeemed.

Limitation on Mergers and Sales of Assets

The Indenture generally permits a consolidation or merger between us and another entity. It also permits the sale or transfer by us of all or substantially all of our property and assets. These transactions are permitted if:

Ÿ the resulting or acquiring entity, if other than us, is organized and existing under the laws of a domestic jurisdiction and assumes all of our responsibilities and liabilities under the Indenture,

S-101

including the payment of all amounts due on the debt securities and performance of the covenants in the Indenture;

Ÿ immediately after the transaction, and giving effect to the transaction, no event of default under the Indenture exists; and

Ÿ certain other conditions as prescribed in the Indenture are met.

If we consolidate or merge with or into any other entity or sell or lease all or substantially all of our assets according to the terms and conditions of the Indenture, the resulting or acquiring entity will be substituted for us in such Indenture with the same effect as if it had been an original party to the Indenture. As a result, such successor entity may exercise our rights and powers under the Indenture, in our name and, except in the case of a lease of all or substantially all of our properties and assets, we will be released from all our liabilities and obligations under the Indenture and under the Junior Subordinated Notes.

Events of Default, Waiver and Notice

An “event of default,” when used in the Indenture, means any of the following:

Ÿ non-payment of interest for 30 days after deferral for 14 or more consecutive semi-annual interest periods or the equivalent thereof, in the event that interest periods are other than semi-annual;

Ÿ termination of the Trust at any time it is holding the Junior Subordinated Notes, unless the PCS are redeemed and the Junior Subordinated Notes are distributed to holders of Capital PCS and, if such termination occurs prior to the Stock Purchase Date, or, if earlier, the Remarketing Settlement Date, the holders of the Normal PCS;

Ÿ bankruptcy of Mellon; or

Ÿ receivership of a major subsidiary depository institution of Mellon within the meaning of the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies.

As of the date of this prospectus supplement, Mellon Bank is Mellon’s only major subsidiary depository institution. Upon consummation of the merger described in this prospectus supplement, both Mellon Bank and The Bank of New York will be major subsidiary depository institutions of Newco.

If an event of default under the Indenture occurs and continues, the Indenture Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Junior Subordinated Notes may declare the entire principal and all accrued but unpaid interest of all Junior Subordinated Notes to be due and payable immediately. If the Indenture Trustee or the holders of Junior Subordinated Notes do not make such declaration and the Junior Subordinated Notes are beneficially owned by the Trust or trustee of the Trust, the Property Trustee or the holders of at least 25% in aggregate liquidation amount of the Capital PCS and the Normal PCS (if such termination occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date) shall have such right.

If such a declaration occurs, the holders of a majority of the aggregate principal amount of the outstanding Junior Subordinated Notes can, subject to certain conditions (including, if the Junior Subordinated Notes are held by a trust or the trustee of the Trust, the consent of the holders of at least a majority in aggregate liquidation amount of the Capital PCS and the Normal PCS (if such termination occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date), rescind the declaration. If the holders of the Junior Subordinated Notes do not rescind such declaration and the Junior Subordinated Notes are beneficially owned by the Trust or trustee of the Trust, the holders of at least a majority in aggregate liquidation amount of the PCS shall have such right.

S-102

The holders of a majority in aggregate principal amount of the outstanding Junior Subordinated Notes may waive any past default, except:

Ÿ a default in payment of principal or any premium or interest; or

Ÿ a default under any provision of the Indenture that itself cannot be modified or amended without the consent of the holder of each outstanding Junior Subordinated Note.

If the Junior Subordinated Notes are beneficially owned by the Trust or a trustee of the Trust, any such waiver shall require a consent of the holders of at least a majority in aggregate liquidation amount of the Capital PCS and the Normal PCS (if such termination occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date).

The holders of a majority in principal amount of the Junior Subordinated Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee.

We are required to file an officers’ certificate with the Indenture Trustee each year that states, to the knowledge of the certifying officer, whether or not any defaults exist under the terms of the Indenture.

If the Junior Subordinated Notes are beneficially owned by the Trust or a trustee of the Trust, a holder of Capital PCS or Normal PCS (if such termination occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date) may institute a direct action against us if we fail to make interest or other payments on the Junior Subordinated Notes when due, taking into account any deferral period. A direct action may be brought without first:

Ÿ directing the Property Trustee to enforce the terms of the Junior Subordinated Notes; or

Ÿ suing us to enforce the Property Trustee’s rights under the Junior Subordinated Notes.

This right of direct action cannot be amended in a manner that would impair the rights of the holders of the Capital PCS and the Normal PCS (if such amendment occurs prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date) thereunder without the consent of all such holders.

Actions Not Restricted by Indenture

The Indenture does not contain restrictions on our ability to:

Ÿ incur, assume or become liable for any type of debt or other obligation;

Ÿ create liens on our property for any purpose; or

Ÿ pay dividends or make distributions on our capital stock or repurchase or redeem our capital stock, except as set forth under “—Restrictions on Certain Payments, including on Deferral of Interest” on page S-97.

The Indenture does not require the maintenance of any financial ratios or specified levels of net worth or liquidity. In addition, the Indenture does not contain any provisions that would require us to repurchase or redeem or modify the terms of any of the Junior Subordinated Notes upon a change of control or other event involving us that may adversely affect the creditworthiness of the Junior Subordinated Notes.

No Protection in the Event of a Highly Leveraged Transaction

The Indenture does not protect holders from a sudden and dramatic decline in credit quality resulting from takeovers, recapitalizations, or similar restructurings or other highly leveraged transactions.

S-103

Distribution of Corresponding Assets

If the Junior Subordinated Notes or Additional Subordinated Notes are, or the Preferred Stock is, owned by the Trust, under circumstances involving the dissolution of the Trust, the Junior Subordinated Notes, Additional Subordinated Notes or Preferred Stock may be distributed to the holders of the Trust securities in liquidation of the Trust, provided that any required regulatory approval is obtained. See “Description of the PCS—Liquidation Distribution upon Dissolution” on page S-68.

Modification of Indenture

Under the Indenture, certain of our rights and obligations and certain of the rights of holders of the Junior Subordinated Notes may be modified or amended with the consent of the holders of at least a majority of the aggregate principal amount of the outstanding Junior Subordinated Notes. However, the following modifications and amendments will not be effective against any holder without its consent:

Ÿ a change in the stated maturity date of any payment of principal or interest, including any additional interest, except as expressly permitted in connection with a Remarketing;

Ÿ a reduction in or change in the manner of calculating payments due on the Junior Subordinated Notes, except as expressly permitted in connection with a Remarketing;

Ÿ a change in the place of payment or currency in which any payment on the Junior Subordinated Notes is payable;

Ÿ a limitation of a holder’s right to sue us for the enforcement of payments due on the Junior Subordinated Notes;

Ÿ a reduction in the percentage of outstanding Junior Subordinated Notes required to consent to a modification or amendment of the Indenture or required to consent to a waiver of compliance with certain provisions of the Indenture or certain defaults under the Indenture;

Ÿ a reduction in the requirements contained in the Indenture for quorum or voting; and

Ÿ a modification of any of the foregoing requirements contained in the Indenture.

Under the Indenture, the holders of at least a majority of the aggregate principal amount of the outstanding Junior Subordinated Notes may, on behalf of all holders of the Junior Subordinated Notes, waive compliance by us with any covenant or condition contained in the Indenture.

If the Junior Subordinated Notes are held by or on behalf of the Trust, no modification may be made that adversely affects the holders of the PCS in any material respect, and no termination of the Indenture may occur, and no waiver of any compliance with any covenant will be effective without the prior consent of a majority in liquidation amount of each series of PCS so affected, voting together as a single series. If the consent of the holder of each outstanding Junior Subordinated Note is required for such modification or waiver, no such modification or waiver shall be effective without the prior consent of each holder of the PCS so affected.

We and the Indenture Trustee may execute, without the consent of any holder of Junior Subordinated Notes, any supplemental indenture for the purposes of:

Ÿ evidencing the succession of another person to us, and the assumption by any such successor of our covenants contained in the Indenture and the Junior Subordinated Notes;

Ÿ establishing the form or terms of securities of any new series of securities under the Indenture;

Ÿ adding to our covenants for the benefit of the holders of all or any series of securities under the Indenture (and if such covenants are to be for the benefit of less than all series of securities

S-104

under the Indenture, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power conferred upon us by the Indenture;

Ÿ curing any ambiguity, correcting or supplementing any provision in the indenture which may be defective or inconsistent with any other provision, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this bullet point shall not adversely affect the interest of the holders of the Junior Subordinated Notes in any material respect or if the Junior Subordinated Notes are beneficially owned by the Trust and for so long as any of the PCS shall remain outstanding, the holders of the PCS;

Ÿ evidencing and providing for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Junior Subordinated Notes;

Ÿ complying with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

Ÿ reflecting any modifications to the terms of the Notes pursuant to the terms of the Indenture with respect to a Remarketing; or

Ÿ conforming the terms of the Indenture and the Junior Subordinated Notes to the description of the Junior Subordinated Notes in this prospectus supplement, in the manner provided in the Indenture.

Governing Law

The Indenture and the Junior Subordinated Notes will be governed by, and construed in accordance with, the laws of the State of New York.

The Indenture Trustee

The Indenture Trustee will have all of the duties and responsibilities specified under the Trust Indenture Act. Other than its duties in a case of default, the Indenture Trustee is under no obligation to exercise any of the powers under the Indenture at the request, order or direction of any holders of Junior Subordinated Notes unless offered indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred thereby.

Miscellaneous

We or our affiliates may from time to time purchase any of the Junior Subordinated Notes that are then outstanding by tender, in the open market or by private agreement.

S-105

DESCRIPTION OF THE GUARANTEE

The following is a brief description of the terms of the Guarantee. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the Guarantee, copies of which are available upon request from us.

General

The following payments on the PCS, also referred to as the “guarantee payments,” if not fully paid by the Trust, will be paid by us under a guarantee, or “Guarantee,” for the benefit of the holders of PCS. Pursuant to the Guarantee, we will irrevocably and unconditionally agree to pay in full the guarantee payments, without duplication:

Ÿ any accumulated and unpaid distributions required to be paid on each series of PCS, to the extent the Trust has funds available to make the payment;

Ÿ the redemption price for any PCS called for redemption other than in connection with a redemption of Capital PCS in exchange for Junior Subordinated Notes, to the extent the Trust has funds available to make the payment; and

Ÿ upon a voluntary or involuntary dissolution, winding-up or liquidation of the Trust, other than in connection with a distribution of a like amount of corresponding assets to the holders of the PCS, the lesser of:

Ÿ the aggregate of the liquidation amount and all accumulated and unpaid distributions on the PCS to the date of payment, to the extent the Trust has funds available to make the payment; and

Ÿ the amount of assets of the Trust remaining available for distribution to holders of the PCS upon liquidation of the Trust.

Our obligation to make a guarantee payment may be satisfied by direct payment of the required amounts by us to the holders of the PCS or by causing the Trust to pay the amounts to the holders.

If we do not make a required payment on the Junior Subordinated Notes or the Stock Purchase Contracts or, after the Stock Purchase Date, a regular dividend payment on the Preferred Stock, the Trust will not have sufficient funds to make the related payments on the relevant series of PCS. The Guarantee does not cover payments on the PCS when the Trust does not have sufficient funds to make these payments. If we do not pay any amounts on the Junior Subordinated Notes or the Stock Purchase Contracts when due, holders of the relevant series of PCS will have to rely on the enforcement by the Property Trustee of its rights as the registered holder of the Junior Subordinated Notes and Stock Purchase Contracts or proceed directly against us for payment of any amounts due on the Junior Subordinated Notes and Stock Purchase Contracts. See “—Status of the Guarantee” on page S-107. Because we are a holding company, our rights to participate in the assets of any of our subsidiaries upon the subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary. The Guarantee does not limit the incurrence or issuance by us of other secured or unsecured indebtedness.

The Guarantee will be issued pursuant to a Guarantee Agreement, or “Guarantee Agreement,” that we will enter into with M&T. The Guarantee Agreement will be qualified as an indenture under the Trust Indenture Act. M&T will act as “Guarantee Trustee” under the Guarantee Agreement for purposes of compliance with the provisions of the Trust Indenture Act. The Guarantee Trustee will hold the Guarantee for the benefit of the holders of the PCS.

Effect of the Guarantee

The Guarantee, when taken together with our obligations under the Indenture and the Stock Purchase Contracts and the Trust’s obligations under the Trust Agreement, including the obligations to

S-106

pay costs, expenses, debts and liabilities of the Trust, other than with respect to the Trust securities, has the effect of providing a full and unconditional guarantee, on a subordinated basis, of payments due on the PCS. See “Relationship among PCS, Junior Subordinated Notes, Stock Purchase Contracts and Guarantee” on page S-109.

We will also agree separately to irrevocably and unconditionally guarantee the obligations of the Trust with respect to the Trust Common Securities to the same extent as the Guarantee.

Status of the Guarantee

The Guarantee will be unsecured and at all times prior to the Stock Purchase Date will rank:

Ÿ subordinate and junior in right of payment to all our senior and subordinated debt in the same manner as our Junior Subordinated Notes as set forth in the Indenture; and

Ÿ equally with all other guarantees for payments on securities issued by our trusts in the future to the extent the related subordinated notes by their terms rank pari passu with the Junior Subordinated Notes, our subordinated notes that we issue in the future to the extent that by their terms rank pari passu with the Junior Subordinated Notes and any of our other present or future obligations that by their terms rank pari passu with such Guarantee.

After the Stock Purchase Date, the Guarantee will rank pari passu with other guarantees for payments on securities issued by our trusts in the future to the extent the preferred stock held by such trusts ranks pari passu with the Preferred Stock and our preferred stock that we issue in the future to the extent that by its terms it ranks pari passu with the Preferred Stock.

The Guarantee will constitute a guarantee of payment and not of collection, which means that the guaranteed party may sue the guarantor to enforce its rights under the Guarantee without suing any other person or entity. The Guarantee will be held for the benefit of the holders of the PCS. The Guarantee will be discharged only by payment of the guarantee payments in full to the extent not paid by the Trust.

Amendments and Assignment

The Guarantee may be amended only with the prior approval of the holders of not less than a majority in aggregate liquidation amount of the outstanding PCS. The holders of Normal PCS, Stripped PCS and Capital PCS will also be entitled to vote separately to the extent that any proposed amendment would not affect each series in the same or substantially the same manner. No vote will be required, however, for any changes that do not adversely affect the rights of holders of the PCS in any material respect. All guarantees and agreements contained in the Guarantee will bind our successors, assignees, receivers, trustees and representatives and will be for the benefit of the holders of the PCS then outstanding.

Termination of the Guarantee

The Guarantee will terminate:

Ÿ upon full payment of the redemption price of all PCS; or

Ÿ upon full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust.

The Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of PCS must restore payment of any sums paid under the PCS or the Guarantee.

S-107

Events of Default

An event of default under the Guarantee will occur if we fail to perform any payment obligation or if we fail to perform any other obligation under the Guarantee and such default remains unremedied for 30 days.

The holders of a majority in liquidation amount of the relevant series of PCS have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of the Guarantee or to direct the exercise of any trust or power conferred upon the Guarantee Trustee under the Guarantee. Any holder of PCS may institute a legal proceeding directly against us to enforce the Guarantee Trustee’s rights and our obligations under the Guarantee, without first instituting a legal proceeding against the Trust, the Guarantee Trustee or any other person or entity.

As guarantor, we are required to file annually with the Guarantee Trustee a certificate as to whether or not we are in compliance with all applicable conditions and covenants under the Guarantee.

Information Concerning the Guarantee Trustee

Prior to the occurrence of an event of default relating to the Guarantee, the Guarantee Trustee is required to perform only the duties that are specifically set forth in the Guarantee. Following the occurrence of an event of default, the Guarantee Trustee will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Provided that the foregoing requirements have been met, the Guarantee Trustee is under no obligation to exercise any of the powers vested in it by the Guarantee at the request of any holder of PCS, unless offered indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred thereby.

We and our affiliates may maintain certain accounts and other banking relationships with the Guarantee Trustee and its affiliates in the ordinary course of business.

Governing Law

The Guarantee will be governed by and construed in accordance with the laws of the State of New York.

S-108

RELATIONSHIP AMONG PCS, JUNIOR SUBORDINATED NOTES, STOCK PURCHASE CONTRACTS AND GUARANTEE

As set forth in the Trust Agreement, the exclusive purposes of the Trust are:

Ÿ issuing the Trust securities representing beneficial interests in the Trust;

Ÿ investing the gross proceeds of the Trust securities in the Junior Subordinated Notes;

Ÿ entering into the Stock Purchase Contract Agreement and holding the Stock Purchase Contracts;

Ÿ holding Junior Subordinated Notes, certain U.S. treasury securities and cash, and pledging them to secure the Trust’s obligations under the Stock Purchase Contracts;

Ÿ purchasing the Preferred Stock pursuant to the Stock Purchase Contracts on the Stock Purchase Date and holding it thereafter;

Ÿ selling Junior Subordinated Notes in a Remarketing; and

Ÿ engaging in only those activities necessary or incidental thereto.

As long as payments of interest, Contract Payments and other payments are made when due on the Junior Subordinated Notes and the Stock Purchase Contracts and dividends are declared and paid on the Preferred Stock, those payments will be sufficient to cover the distributions and payments due on the Trust securities. This is due to the following factors:

Ÿ prior to the Stock Purchase Date, the Trust will hold an aggregate principal amount of Junior Subordinated Notes and aggregate stated amount of Stock Purchase Contracts equal to the sum of the aggregate liquidation amount of the Normal PCS and Trust Common Securities, the combined interest rate on the Junior Subordinated Notes and Contract Payment rate on the Stock Purchase Contracts will match the distribution rate on the Normal PCS and Trust Common Securities and the interest, Contract Payment and other payment dates on the Junior Subordinated Notes and the Stock Purchase Contracts will match the Distribution Dates for the Normal PCS and Trust Common Securities;

Ÿ the Trust will hold an aggregate principal amount of Qualifying Treasury Securities and aggregate stated amount of Stock Purchase Contracts equal to the aggregate stated liquidation amount of the Stripped PCS, the Contract Payment rate on the Stock Purchase Contracts will match the distribution rate on the Stripped PCS, the entitlement to additional distributions on the Stripped PCS in respect of the Qualifying Treasury Securities will match the amount of such distributions to which the Trust is entitled under the Collateral Agreement and the Contract Payment and other payment dates on the Stock Purchase Contracts will match the Distribution Dates for the Stripped PCS;

Ÿ the Trust will hold an aggregate principal amount of Junior Subordinated Notes equal to the aggregate stated liquidation amount of the Capital PCS and the interest rate and interest payment dates on the Junior Subordinated Notes will match the distribution rate and payment dates on the Capital PCS;

Ÿ after the Stock Purchase Date, the Trust will hold an aggregate Liquidation Preference of Preferred Stock equal to the aggregate liquidation amount of the Normal PCS and Trust Common Securities and the dividend payment rates and dates on the Preferred Stock will match the distribution payment rates and dates on the Normal PCS and the Trust Common Securities;

Ÿ under the Guarantee Agreement, we will pay, and the Trust will not be obligated to pay, directly or indirectly, all costs, expenses, debts and obligations of the Trust, other than those relating to such Trust securities; and

S-109

Ÿ the Trust Agreement further provides that the trustees may not cause or permit the Trust to engage in any activity that is not consistent with the purposes of the Trust.

To the extent that funds are available, we guarantee payments of distributions and other payments due on the Trust securities to the extent described in this prospectus supplement. If we do not make interest payments on the Junior Subordinated Notes, Contract Payments on the Stock Purchase Contracts or dividend payments on the Preferred Stock, the Trust will not have sufficient funds to pay distributions on the Trust securities. The Guarantee is a subordinated guarantee in relation to the Trust securities. The Guarantee does not apply to any payment of distributions unless and until the Trust has sufficient funds for the payment of such distributions. See “Description of the Guarantee” on page S-106.

We have the right to set off any payment that we are otherwise required to make under the Indenture or the Stock Purchase Contracts with any payment that we have previously made or are concurrently on the date of such payment making under the Guarantee.

The Guarantee covers the payment of distributions and other payments on the Trust securities only if and to the extent that we have made a payment of interest or principal or other payments on the Junior Subordinated Notes, Contract Payments on the Stock Purchase Contracts and dividends or redemption payments on the Preferred Stock, as applicable. The Guarantee, when taken together with our obligations under the Junior Subordinated Notes and the Indenture, our obligations under the Stock Purchase Contracts and our obligations under the Trust Agreement, will provide a full and unconditional guarantee of distributions, redemption payments and liquidation payments on the Trust securities.

If we fail to make interest or other payments on the Junior Subordinated Notes when due, taking into account any deferral period, the Trust Agreement allows the holders of the Normal PCS and Capital PCS to direct the Property Trustee to enforce its rights under the Junior Subordinated Notes. If the Property Trustee fails to enforce these rights, any holder of Normal PCS or Capital PCS may directly sue us to enforce such rights without first suing the Property Trustee or any other person or entity.

A holder of Normal PCS or Capital PCS may institute a direct action if we fail to make interest or other payments on the Junior Subordinated Notes when due, taking into account any deferral period.

A direct action may be brought without first:

Ÿ directing the Property Trustee to enforce the terms of the Junior Subordinated Notes; or

Ÿ suing us to enforce the Property Trustee’s rights under the Junior Subordinated Notes.

If we fail to make Contract Payments on the Stock Purchase Contracts when due, taking into account any deferral period, the Trust Agreement allows the holders of the Normal PCS and Stripped PCS to direct the Property Trustee to enforce its rights under the Stock Purchase Contracts. If the Property Trustee fails to enforce these rights, any holder of Normal PCS or Stripped PCS may directly sue us to enforce such rights without first suing the Property Trustee or any other person or entity.

A holder of Normal PCS or Stripped PCS may institute a direct action if we fail to make Contract Payments on the Stock Purchase Contracts when due, taking into account any deferral period. A direct action may be brought without first:

Ÿ directing the Property Trustee to enforce the terms of the Stock Purchase Contracts; or

Ÿ suing us to enforce the Property Trustee’s rights under the Stock Purchase Contracts.

S-110

We acknowledge that the Guarantee Trustee will enforce the Guarantee on behalf of the holders of the Normal PCS, Stripped PCS and Capital PCS. If we fail to make payments under the Guarantee, the holders of the Normal PCS, Stripped PCS and Capital PCS may direct the Guarantee Trustee to enforce its rights under such Guarantee. If the Guarantee Trustee fails to enforce the Guarantee, any holder of Normal PCS, Stripped PCS or Capital PCS may directly sue us to enforce the Guarantee Trustee’s rights under the Guarantee. Such holder need not first sue the Trust, the Guarantee Trustee, or any other person or entity. A holder of Normal PCS, Stripped PCS or Capital PCS may also directly sue us to enforce such holder’s right to receive payment under the Guarantee. Such holder need not first direct the Guarantee Trustee to enforce the terms of the Guarantee or sue the Trust or any other person or entity.

We and the Trust believe that the above mechanisms and obligations, taken together, are equivalent to a full and unconditional guarantee by us of payments due on the Normal PCS, Stripped PCS and Capital PCS.

Limited Purpose of Trust

The Trust securities evidence beneficial interests in the Trust. A principal difference between the rights of a holder of a Trust security and a holder of Junior Subordinated Notes, Stock Purchase Contracts or Preferred Stock is that a holder of Junior Subordinated Notes, Stock Purchase Contracts or Preferred Stock would be entitled to receive from the issuer the principal amount of and interest accrued on such Junior Subordinated Notes, Contracts Payments on and stock issued under such Stock Purchase Contracts, and dividends, redemption payments and payment upon liquidation in respect of Preferred Stock, as the case may be, while a holder of Trust securities is entitled to receive distributions from the Trust, or from us under the Guarantee, if and to the extent the Trust has funds available for the payment of such distributions.

Rights upon Dissolution

Upon any voluntary or involuntary dissolution of the Trust, holders of each series of PCS will receive the distributions described under “Description of the PCS—Liquidation Distribution upon Dissolution” on page S-68. Upon any voluntary or involuntary liquidation or bankruptcy of Mellon, the holders of the Junior Subordinated Notes would be subordinated creditors of Mellon, subordinated in right of payment to all indebtedness senior to the Junior Subordinated Notes as set forth in the Indenture, but entitled to receive payment in full of principal and interest before any of our shareholders receive distributions, and holders of the Preferred Stock would be preferred shareholders of Mellon, entitled to the preferences upon liquidation described under “Description of the Preferred Stock” on page S-112. Since we are the guarantor under the Guarantee and have agreed to pay for all costs, expenses and liabilities of the Trust, other than the Trust’s obligations to the holders of the Trust securities, the positions of a holder of PCS relative to other creditors and to our shareholders in the event of liquidation or bankruptcy are expected to be substantially the same as if that holder held the corresponding assets of the Trust directly.

S-111

DESCRIPTION OF THE PREFERRED STOCK

The following is a brief description of the terms of the Preferred Stock we will issue to the Trust pursuant to the Stock Purchase Contracts. This summary does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to our restated articles of incorporation, as amended, including our articles of amendment with respect to the Preferred Stock, copies of which are available upon request from us.

General

Under our Articles of Incorporation, as amended, we have authority to issue up to 50 million shares of preferred stock, par value $1.00 per share (including the Preferred Stock), none of which is outstanding. When issued on the Stock Purchase Date, the Preferred Stock will be validly issued, fully paid and nonassessable. Mellon will not issue any shares of Preferred Stock prior to the Stock Purchase Date.

The holders of Preferred Stock will be entitled to receive non-cumulative cash dividends when, as and if declared out of assets legally available for payment in respect of the Preferred Stock by our board of directors or a duly authorized committee of the board in their sole discretion. If we do not declare dividends or do not pay dividends in full on the Preferred Stock on any date on which dividends are due, then these unpaid dividends will not cumulate, accrue or be payable.

Prior to the issuance of the PCS, we will have filed articles of amendment to our Articles of Incorporation with respect to the Preferred Stock with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania. When issued, the Preferred Stock will have a fixed liquidation preference of $100,000 per share. If we liquidate, dissolve or wind up our affairs, holders of Preferred Stock will be entitled to receive, out of our assets that are available for distribution to shareholders, an amount per share equal to the liquidation preference per share plus any declared and unpaid dividends, including, if applicable, a pro rata portion of any declared and unpaid dividends for the then-current Dividend Period to the date of liquidation, without regard to any undeclared dividends. The Preferred Stock will not be convertible into our common stock or any other class or series of our securities and will not be subject to any sinking fund or any other obligation of us for their repurchase or retirement.

Prior to the issuance of the Normal PCS, Newco will adopt a certificate of designations with respect to a series of non-cumulative perpetual preferred stock having terms substantially the same as the Preferred Stock prior to the effective time of the merger described under “Recent Developments” on page S-39. From and after the consummation of the merger, all references to the Preferred Stock shall be deemed to apply to this series of Newco non-cumulative perpetual preferred stock and all references to our Articles of Incorporation shall be deemed to apply to Newco’s Certificate of Incorporation.

We will issue the Preferred Stock to the Trust on the Stock Purchase Date. Unless the Trust is dissolved after the Stock Purchase Date and prior to the redemption of the Preferred Stock, holders of Normal PCS and Stripped PCS will not receive shares of Preferred Stock, and their interest in the Preferred Stock will be represented from and after the Stock Purchase Date by their Normal PCS or Stripped PCS. If the Trust is dissolved after the Stock Purchase Date, we may elect to distribute depositary shares representing the Preferred Stock instead of fractional shares. Since the Preferred Stock will be held by the Property Trustee, holders of Normal PCS or Stripped PCS will only be able to exercise voting or other rights with respect to the Preferred Stock through the Property Trustee.

S-112

Ranking

With respect to the payment of dividends and the amounts to be paid upon liquidation, the Preferred Stock will rank:

Ÿ senior to our common stock and all other equity securities designated as ranking junior to the Preferred Stock; and

Ÿ at least equally with all other equity securities designated as ranking on a parity with the Preferred Stock with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding-up of Mellon.

During any Dividend Period, so long as any shares of Preferred Stock remain outstanding, unless (a) the full dividends for the then-current Dividend Period on all outstanding Preferred Stock have been paid, or declared and funds set aside therefor, and (b) we are not in default on our obligation to redeem any shares of Preferred Stock that have been called for redemption as described under “—Redemption” on page S-115, no dividend whatsoever shall be paid or declared on Mellon’s common stock or other junior stock, other than a dividend payable solely in junior stock. We and our subsidiaries also may not purchase, redeem or otherwise acquire for consideration (other than as a result of reclassification of junior stock for or into junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock), nor will we pay to or make available any monies for a sinking fund for the redemption of, any of our common stock or other junior stock unless we have paid full dividends on the Preferred Stock for the most recently-completed Dividend Period. However, the foregoing provisions shall not restrict the ability of any of our affiliates to engage in any market-making transactions in our junior stock in the ordinary course of business.

On any Dividend Payment Date for which full dividends are not paid, or declared and funds set aside therefor, upon the Preferred Stock and other equity securities designated as ranking on a parity with the Preferred Stock as to payment of dividends (“Dividend Parity Stock”), all dividends paid or declared for payment on that Dividend Payment Date with respect to the Preferred Stock and the Dividend Parity Stock shall be shared

Ÿ first ratably by the holders of any such shares who have the right to receive dividends with respect to Dividend Periods prior to the then-current Dividend Period, in proportion to the respective amounts of the undeclared and unpaid dividends relating to prior Dividend Periods; and

Ÿ thereafter by the holders of these shares on a pro rata basis.

We have agreed, in the articles of amendment to our Articles of Incorporation establishing the terms of the Preferred Stock, not to issue preferred stock having dividend payment dates that are not also Dividend Payment Dates for the Preferred Stock.

Subject to the foregoing, such dividends (payable in cash, stock or otherwise) as may be determined by our board of directors (or a duly authorized committee of the board) may be declared and paid on our common stock and any other stock ranking equally with or junior to the Preferred Stock from time to time out of any funds legally available for such payment, and the Preferred Stock shall not be entitled to participate in any such dividend.

Dividends

Dividends on shares of Preferred Stock will not be mandatory. Holders of the Preferred Stock, in preference to the holders of our common stock and of any other shares of our stock ranking junior to

S-113

the Preferred Stock as to payment of dividends, will be entitled to receive, only when, as and if declared by our board of directors or a duly authorized committee of the board, out of assets legally available for payment, cash dividends. These dividends will be payable (a) if the Preferred Stock is issued prior to June 20, 2012, at a rate per annum equal to 6.244% until the Dividend Payment Date in June 2012, and (b) thereafter, at a rate per annum that will be reset quarterly and will equal the greater of (i) Three-Month LIBOR for the related Dividend Period plus .565% and (ii) 4.000% (the “Dividend Rate“), applied to the $100,000 liquidation preference per share and will be paid (a) if the Preferred Stock is issued prior to June 20, 2012, the June 20 and December 20 of each year until June 20, 2012, and (b) thereafter, March 20, June 20, September 20 and December 20 of each year, commencing on the first such date following the Stock Purchase Date (each, a “Dividend Payment Date”), with respect to the Dividend Period, or portion thereof, ending on the day preceding the respective Dividend Payment Date. A “Dividend Period” means each period commencing on (and including) a Dividend Payment Date and continuing to (but not including) the next succeeding Dividend Payment Date, except that the first Dividend Period for the initial issuance of the Preferred Stock will commence upon the Stock Purchase Date. Dividends will be paid to holders of record on the respective date fixed for that purpose by our board of directors or a committee thereof in advance of payment of each particular dividend. The Dividend Rate will be reset quarterly commencing June 20, 2012. If any day on or after June 20, 2012 that would otherwise be a Dividend Payment Date is not a business day, then the next business day will be the applicable Dividend Payment Date. If a Dividend Payment Date prior to June 20, 2012 is not a business day, the applicable dividend shall be paid on the first business day following that day without adjustment.

The amount of dividends payable per share of Preferred Stock on each Dividend Payment Date will be calculated by (a) if the Preferred Stock is issued prior to June 20, 2012, on the basis of a 360-day year consisting of 12 30-day months until the Dividend Payment Date in June 2012, and (b) thereafter, multiplying the per annum Dividend Rate in effect for that Dividend Period by a fraction, the numerator of which will be the actual number of days in that Dividend Period and the denominator of which will be 360, and multiplying the rate obtained by $100,000.

“Three-Month LIBOR” means, with respect to any Dividend Period beginning on or after the later of June 20, 2012 and the Stock Purchase Date, the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period that appears on Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the Dividend Determination Date for that Dividend Period. If that rate does not appear on Reuters Screen LIBOR01, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000 are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by Mellon Bank (or its successor appointed by us), as calculation agent, at approximately 11:00 a.m. (London time) on the Dividend Determination Date for that Dividend Period. The calculation agent will request the principal London office of each of these banks to provide a quotation of its rate. If at least two such quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two quotations are provided, Three-Month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of the rates quoted by three major banks in New York City selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the first day of that Dividend Period for loans in U.S. dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1,000,000. However, if fewer than three banks selected by the calculation agent to provide quotations are quoting as described above, Three-Month LIBOR for that Dividend Period will be the same as Three-Month LIBOR as determined for the previous Dividend Period, or in the case of the first Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of

S-114

this paragraph had the Preferred Stock been outstanding. The calculation agent’s establishment of Three-Month LIBOR and calculation of the amount of dividends for each Dividend Period will be final and binding in the absence of manifest error.

“Dividend Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in U.S. dollars) in London.

“Reuters Screen LIBOR01 Page” means the display designated on the Reuters 3000 Xtra (or such other page as may replace that page on that service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for U.S. Dollar deposits).

If we determine not to pay any dividend or a full dividend, we will provide prior written notice to the Property Trustee, who will notify holders of Normal PCS and Stripped PCS, if then outstanding, and the administrative trustees.

We have agreed in the indenture with respect to our junior subordinated deferrable interest debentures, Series C, £200 million aggregate principal amount of which are outstanding, not to make any payment of principal of or interest on, repay or redeem the Junior Subordinated Notes at any time there is a default under that indenture or we have deferred interest payments under those debentures.

We are subject to various general regulatory policies and requirements relating to the payment of dividends, including requirements to maintain adequate capital above regulatory minimums. The Federal Reserve is authorized to determine, under certain circumstances relating to the financial condition of a bank holding company, such as us, that the payment of dividends would be an unsafe or unsound practice and to prohibit payment thereof. In addition, we are subject to Pennsylvania state laws relating to the payment of dividends.

Redemption

The Preferred Stock may not be redeemed prior to the later of June 20, 2012 and the Stock Purchase Date. On that date or on any date after that date (but subject to the limitations described under “Replacement Capital Covenant” on page S-120), the Preferred Stock may be redeemed, in whole or in part, at our option. Any such redemption will be at a cash redemption price of $100,000 per share, plus any declared and unpaid dividends, without regard to any undeclared dividends. Holders of Preferred Stock will have no right to require the redemption or repurchase of the Preferred Stock.

If fewer than all of the outstanding shares of Preferred Stock are to be redeemed, the shares to be redeemed will be selected either pro rata from the holders of record of shares of Preferred Stock in proportion to the number of shares held by those holders or by lot or in such other manner as our board of directors or a committee thereof may determine to be fair and equitable.

We will mail notice of every redemption of Preferred Stock by first class mail, postage prepaid, addressed to the holders of record of the Preferred Stock to be redeemed at their respective last addresses appearing on our books. This mailing will be at least 30 days and not more than 60 days before the date fixed for redemption (provided that if the Preferred Stock is held in book-entry form through DTC, we may give this notice in any manner permitted by DTC). Any notice mailed or otherwise given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives this notice, and failure duly to give this notice by mail or otherwise, or any defect in this notice or in the mailing or provision of this notice, to any holder of Preferred Stock

S-115

designated for redemption will not affect the redemption of any other Preferred Stock. If we redeem the Preferred Stock, the Trust, as holder of the Preferred Stock, will redeem the corresponding Normal PCS as described under “Description of the PCS—Mandatory Redemption of Normal PCS upon Redemption of Preferred Stock” on page S-65.

Each notice shall state:

Ÿ the redemption date;

Ÿ the number of shares of Preferred Stock to be redeemed and, if less than all shares of Preferred Stock held by the holder are to be redeemed, the number of shares to be redeemed from the holder;

Ÿ the redemption price; and

Ÿ the place or places where the Preferred Stock is to be redeemed.

If notice of redemption of any Preferred Stock has been given and if the funds necessary for the redemption have been set aside by us for the benefit of the holders of any shares of Preferred Stock so called for redemption, then, from and after the redemption date, those shares shall no longer be deemed outstanding and all rights of the holders of those shares (including the right to receive any dividends) will terminate, except the right to receive the redemption price.

Our right to redeem the Preferred Stock once issued is subject to two important limitations. First, under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Preferred Stock is subject to prior approval of the Federal Reserve. Moreover, unless the Federal Reserve authorizes us to do otherwise in writing, we will redeem the Preferred Stock only if it is replaced with other Tier 1 capital that is not a restricted core capital element—for example, common stock or another series of non-cumulative perpetual preferred stock. Second, at or prior to the initial issuance of the Normal PCS, we will enter into a Replacement Capital Covenant, described under “Replacement Capital Covenant” on page S-120, relating to the PCS, the Junior Subordinated Notes and the shares of Preferred Stock we will issue under the Stock Purchase Contracts. The Replacement Capital Covenant only benefits holders of Covered Debt, as defined below, and is not enforceable by holders of PCS or Preferred Stock. However, the Replacement Capital Covenant could preclude us from repurchasing PCS or redeeming or repurchasing shares of Preferred Stock at a time we might otherwise wish to do so.

Liquidation Rights

In the event that we voluntarily or involuntarily liquidate, dissolve or wind up our affairs, holders of Preferred Stock will be entitled to receive an amount per share (the “Total Liquidation Amount ”) equal to the fixed liquidation preference of $100,000 per share, plus any declared and unpaid dividends including, if applicable, a pro rata portion of any declared and unpaid dividends for the then-current Dividend Period to the date of liquidation, without regard to any undeclared dividends. Holders of the Preferred Stock will be entitled to receive the Total Liquidation Amount out of our assets that are available for distribution to shareholders, after payment or provision for payment of our debts and other liabilities but before any distribution of assets is made to holders of our common stock or any other shares ranking, as to that distribution, junior to the Preferred Stock.

If our assets are not sufficient to pay the Total Liquidation Amount in full to all holders of Preferred Stock and all holders of any shares of our stock ranking as to any such distribution on a parity with the Preferred Stock, the amounts paid to the holders of Preferred Stock and to such other shares will be paid pro rata in accordance with the respective Total Liquidation Amount for those holders. If the Total Liquidation Amount per Preferred Stock has been paid in full to all holders of Preferred Stock and the

S-116

liquidation preference of any other shares ranking on a parity with the Preferred Stock has been paid in full, the holders of our common stock or any other shares ranking, as to such distribution, junior to the Preferred Stock will be entitled to receive all of our remaining assets according to their respective rights and preferences.

For purposes of the liquidation rights, neither the sale, conveyance, exchange or transfer of all or substantially all of our property and assets, nor the consolidation or merger by us with or into any other corporation or by another corporation with or into us, will constitute a liquidation, dissolution or winding-up of our affairs.

We have agreed in the indenture with respect to our junior subordinated deferrable interest debentures, Series C, £200 million aggregate principal amount of which are outstanding, not to make any liquidation or dividend payment on our capital stock at any time there is a default under that indenture or we have deferred interest payments under those debentures.

Voting Rights

Except as indicated below or otherwise required by law, the holders of Preferred Stock will not have any voting rights.

Right to Elect Two Directors upon Non-Payment of Dividends.    If and when the dividends on the Preferred Stock and any other class or series of our stock, whether bearing dividends on a non-cumulative or cumulative basis but otherwise ranking on a parity with the Preferred Stock as to payment of dividends and that has voting rights equivalent to those described in this paragraph (“Voting Parity Stock”), have not been declared and paid (i) in the case of the Preferred Stock and Voting Parity Stock bearing non-cumulative dividends, in full for at least six quarterly dividend periods or their equivalent (whether or not consecutive), or (ii) in the case of Voting Parity Stock bearing cumulative dividends, in an aggregate amount equal to full dividends for at least six quarterly dividend periods or their equivalent (whether or not consecutive), the authorized number of directors then constituting our board of directors will be increased by two. Holders of Preferred Stock, together with the holders of all other affected classes and series of Voting Parity Stock, voting as a single class, will be entitled to elect the two additional members of our board of directors (the “Preferred Stock Directors”) at any annual or special meeting of shareholders at which directors are to be elected or any special meeting of the holders of Preferred Stock and any voting parity stock for which dividends have not been paid, called as provided below, but only if the election of any Preferred Stock Directors would not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. In addition, our board of directors shall at no time have more than two Preferred Stock Directors.

At any time after this voting power has vested as described above, our Secretary may, and upon the written request of holders of record of at least 20% of the outstanding shares of Preferred Stock and Voting Parity Stock (addressed to the Secretary at our principal office) must, call a special meeting of the holders of Preferred Stock and Voting Parity Stock for the election of the Preferred Stock Directors. Notice for a special meeting will be given in a similar manner to that provided in our by-laws for a special meeting of the shareholders, which we will provide upon request, or as required by law. If our Secretary is required to call a meeting but does not do so within 20 days after receipt of any such request, then any holder of shares of Preferred Stock may (at our expense) call such meeting, upon notice as provided in this section, and for that purpose will have access to our stock books. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of our shareholders unless they have been previously terminated as described below. In case any vacancy occurs among the Preferred Stock Directors, a successor will be elected by our board of

S-117

directors to serve until the next annual meeting of the shareholders upon the nomination of the then remaining Preferred Stock Director or if none remains in office, by the vote of the holders of record of a majority of the outstanding shares of Preferred Stock and all Voting Parity Stock, voting as a single class. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

Whenever full dividends have been paid on the Preferred Stock and any non-cumulative voting parity stock for at least one year and all dividends on any cumulative voting parity stock have been paid in full, then the right of the holders of Preferred Stock to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of these voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods), the terms of office of all Preferred Stock Directors will immediately terminate and the number of directors constituting our board of directors will be reduced accordingly.

Other Voting Rights.    So long as any shares of Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by our Articles of Incorporation, the vote or consent of the holders of at least a majority of the shares of Preferred Stock at the time outstanding, voting separately as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

Ÿ Amendment of Articles of Incorporation.    Any amendment of our Articles of Incorporation to authorize, or increase the authorized amount of, any shares of any class or series of capital stock ranking senior to the Preferred Stock with respect to payment of dividends or distribution of assets on our liquidation; as well as any amendment of our Articles of Incorporation or by-laws that would alter or change the voting powers, preferences or special rights of the Preferred Stock so as to affect them adversely; provided that the amendment of the Articles of Incorporation so as to authorize or create, or to increase the authorized amount of, any junior stock or any shares of any class or series or any securities convertible into shares of any class or series of Dividend Parity Stock or other capital stock of ours ranking on a parity with the Preferred Stock in the distribution of assets on our liquidation, dissolution or winding-up shall not be deemed to affect adversely the voting powers, preferences or special rights of the Preferred Stock; or

Ÿ Certain Mergers and Consolidations.    Any merger or consolidation of us with or into any entity other than a corporation, or any merger or consolidation of us with or into any other corporation if we are not the surviving corporation in such merger or consolidation and if the Preferred Stock is changed in such merger or consolidation into anything other than a class or series of preferred stock of the surviving or resulting corporation, or a corporation controlling such corporation, having voting powers, preferences and special rights that, if such change were effected by amendment of our Articles of Incorporation, would not require a vote of the holders of the Preferred Stock under the preceding paragraph.

Each holder of Preferred Stock will have one vote per share on any matter on which holders of Preferred Stock are entitled to vote, including any action by written consent.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required shall be effected, all outstanding shares of Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been set aside by us for the benefit of the holders of Preferred Stock to effect the redemption.

Form

The Preferred Stock will be issued only in fully registered form. No fractional shares will be issued unless the Trust is dissolved and we deliver the shares, rather than depositary receipts representing

S-118

the shares, to the registered holders of the Normal PCS, or Stripped PCS if then outstanding. If the Trust is dissolved after the Stock Purchase Date and depositary receipts or shares of Preferred Stock are distributed to holders of Normal PCS, or Stripped PCS if then outstanding, we would intend to distribute them in book-entry form only and the procedures governing holding and transferring beneficial interests in the Preferred Stock, and the circumstance in which holders of beneficial interests will be entitled to receive certificates evidencing their shares or depositary receipts, will be as described under “Book-Entry System” on page S-122. If we determine to issue depositary shares representing fractional interests in the Preferred Stock, each depositary share will be represented by a depositary receipt. In such an event, the Preferred Stock represented by the depositary shares will be deposited under a deposit agreement among Mellon, a depositary and the holders from time to time of the depositary receipts representing depositary shares. Subject to the terms and conditions of any deposit agreement, each holder of a depositary share will be entitled, through the depositary, in proportion to the applicable fraction of a share of the Preferred Stock represented by such depositary share, to all the rights and preferences of the Preferred Stock represented thereby (including dividends, voting, redemption and liquidation rights).

Title

We, the transfer agent and registrar for the Preferred Stock, and any of their agents may treat the registered owner of the Preferred Stock, which shall be the Property Trustee unless and until the Trust is dissolved, as the absolute owner of that stock, whether or not any payment for the Preferred Stock shall be overdue and despite any notice to the contrary, for any purpose.

Transfer Agent and Registrar

If the Trust is dissolved after the Stock Purchase Date and shares of Preferred Stock or depositary receipts representing Preferred Stock are distributed to holders of Normal PCS, or Stripped PCS if then outstanding, we may appoint a transfer agent, registrar and dividend disbursement agent for the Preferred Stock. The registrar for the Preferred Stock will send notices to shareholders of any meetings at which holders of Preferred Stock have the right to vote on any matter.

S-119

REPLACEMENT CAPITAL COVENANT

The following is a brief description of the terms of the replacement capital covenant. It does not purport to be complete in all respects. This description is subject to and qualified in its entirety by reference to the replacement capital covenant, a copy of which is available upon request from Mellon.

At or prior to the initial issuance of the Normal PCS, we will enter into a Replacement Capital Covenant, referred to as the “Replacement Capital Covenant,” relating to the PCS, the Junior Subordinated Notes and the shares of Preferred Stock we will issue under the Stock Purchase Contracts. The Replacement Capital Covenant only benefits holders of Covered Debt, as defined below, and is not enforceable by holders of PCS or Preferred Stock. However, the Replacement Capital Covenant could preclude us from redeeming the Junior Subordinated Notes or repurchasing PCS or redeeming or repurchasing shares of Preferred Stock at a time when we might otherwise wish to do so.

In the Replacement Capital Covenant, we covenant not to redeem or purchase:

Ÿ Junior Subordinated Notes prior to the Stock Purchase Date, or

Ÿ PCS or Preferred Stock prior to the date that is 10 years after the Stock Purchase Date,

except in either case to the extent:

Ÿ we have obtained the prior approval of the Federal Reserve, if such approval is then required by the Federal Reserve, and

Ÿ the total redemption or purchase price is equal to or less than the sum, as of the date of redemption or repurchase, of

Ÿ 133.33% of the aggregate amount of

Ÿ net cash proceeds we or our subsidiaries have received from the issuance and sale of common stock and rights to acquire common stock of Mellon and

Ÿ the market value of common stock of Mellon that we or our subsidiaries have delivered as consideration for property or assets in an arm’s length transaction or in connection with the conversion or exchange of any securities for which we have not received equity credit from a nationally recognized statistical rating organization, plus

Ÿ 100% of the aggregate net cash proceeds we or our subsidiaries have received from the issuance of certain other specified securities that have equity-like characteristics that satisfy the requirements of the Replacement Capital Covenant and are the same as, or more equity-like than, the applicable characteristics of the PCS at that time,

in each case during the 180 days prior to such date.

Our ability to raise proceeds from qualifying securities during the 180 days prior to a proposed redemption or repurchase will depend on, among other things, market conditions at such times as well as the acceptability to prospective investors of the terms of such qualifying securities.

Our covenants in the Replacement Capital Covenant run in favor of persons that buy, hold or sell our indebtedness during the period that such indebtedness is “Covered Debt,” which is currently comprised of our 5.50% Subordinated Notes due 2018, which have CUSIP No. 585515AE9. Other debt will replace our Covered Debt under the Replacement Capital Covenant on the earlier to occur of:

Ÿ the date two years prior to the maturity of the existing Covered Debt; or

Ÿ the date of a redemption or repurchase of the existing Covered Debt in an amount such that the outstanding principal amount of the existing Covered Debt is or will become less than $100 million.

S-120

The Replacement Capital Covenant is subject to various additional terms and conditions and this description is subject to and qualified in its entirety by reference to the Replacement Capital Covenant, copies of which are available upon request from us. We may amend or supplement the Replacement Capital Covenant with the consent of the holders of a majority by principal amount of the debt that at the time of the amendment or supplement is the Covered Debt, provided that no such consent shall be required if:

Ÿ such amendment or supplement eliminates common stock or rights to acquire common stock as replacement capital securities if, after the date of the Replacement Capital Covenant, an accounting standard or interpretive guidance of an existing accounting standard issued by an organization or regulator that has responsibility for establishing or interpreting accounting standards in the United States becomes effective such that there is more than an insubstantial risk that failure to eliminate common stock or rights to acquire common stock as replacement capital securities would result in a reduction in our earnings per share as calculated in accordance with generally accepted accounting principles in the United States,

Ÿ such amendment or supplement is not adverse to the holders of the Covered Debt, and an officer of Mellon has delivered to the holders of the then-effective series of Covered Debt a written certificate stating that, in his or her determination, such amendment or supplement is not adverse to the holders of the Covered Debt,

Ÿ the effect of such amendment or supplement is solely to impose additional restrictions on, or eliminate certain of, the types of securities qualifying as replacement capital securities (other than the securities covered by the first bullet point), and an officer of Mellon has delivered to the holders of the then effective series of Covered Debt a written certificate to that effect, or

Ÿ the effect of such amendment or supplement is to postpone the termination of the Replacement Capital Covenant.

The Replacement Capital Covenant may be terminated if the holders of at least a majority by principal amount of the Covered Debt so agree, or if we no longer have outstanding any long-term indebtedness that qualifies as Covered Debt, without regard to whether such indebtedness is rated by a nationally recognized statistical rating organization.

In addition, under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Junior Subordinated Notes prior to the Stock Purchase Date or of the Preferred Stock is subject to prior approval of the Federal Reserve. Moreover, unless the Federal Reserve authorizes us to do otherwise in writing, we will redeem the Junior Subordinated Notes prior to the Stock Purchase Date or any shares of Preferred Stock only if they are replaced with other Tier 1 capital that is not a restricted core capital element—for example, common stock or another series of non-cumulative perpetual preferred stock.

Subject to the limitations described above and the terms of any outstanding debt instruments, and, after the Stock Purchase Date, any preferred stock ranking senior to the Preferred Stock, we or our affiliates may from time to time purchase any outstanding PCS by tender, in the open market or by private agreement.

S-121

BOOK-ENTRY SYSTEM

The Depository Trust Company, which we refer to along with its successors in this capacity as “DTC,” will act as securities depositary for the PCS. The PCS will be issued only as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One or more fully registered global security certificates, representing the total aggregate number of each series of PCS, will be issued and will be deposited with DTC and will bear a legend regarding the restrictions on exchanges and registration of transfer referred to below. Immediately prior to the Remarketing Settlement Date or such other time as the Junior Subordinated Notes may be held by persons other than the Property Trustee, the Collateral Agent and the Custodial Agent, one or more fully registered global security certificates, representing the total aggregate principal amount of Junior Subordinated Notes or, if we elect to remarket the Junior Subordinated Notes in the form of trust preferred securities, representing the total aggregate liquidation amount of such trust preferred securities, will be issued and will be deposited with DTC and will bear a legend regarding the restrictions on exchanges and registration of transfer referred to below. Likewise, in the event the Trust is dissolved after the Stock Purchase Date and prior to the redemption of the Preferred Stock, one or more fully registered global security certificates, representing the total aggregate number of shares of Preferred Stock, or if we issue depositary receipts to evidence the Preferred Stock in such circumstances, the total aggregate number of depositary receipts, will be issued and will be deposited with DTC and will bear a legend regarding the restrictions on exchanges and registration of transfer referred to below.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. These laws may impair the ability to transfer beneficial interests in PCS, Preferred Stock or Junior Subordinated Notes, so long as the corresponding securities are represented by global security certificates.

In a few special situations described below, a global security will be terminated and interest in it will be exchanged for certificates in non-global form representing the securities it represented. After that exchange, the choice of whether to hold the securities directly or in street name will be up to the investor. Investors must consult their own banks and brokers to find out how to have their interests in a global securities transferred on termination to their own names, so that they will be holders.

The special situations for termination of a global security representing the PCS are as follows:

Ÿ if DTC is no longer willing or able to properly discharge its responsibilities with respect to the PCS and we are unable to locate a qualified successor;

Ÿ we at our option elect to terminate the book-entry system through DTC; and

Ÿ after the occurrence of an event of default with respect to the Junior Subordinated Notes.

If a global security is terminated, only DTC, and not we, the Trust, or any of the trustees is responsible for deciding the names of the institutions in whose names the PCS represented by the global security will be registered and, therefore, who will be the holders of those securities.

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its direct participants deposit with DTC. DTC also facilitates the post-trade settlement among participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between participants’

S-122

accounts. This eliminates the need for physical movement of securities certificates. Direct participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, which, in turn, is owned by a number of direct participants of DTC and members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation and Emerging Markets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others, referred to as “indirect participants,” such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a direct or indirect custodial relationship with a direct participant. The rules applicable to DTC and its participants are on file with the SEC.

Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of each beneficial owner of securities will be recorded on the direct or indirect participants’ records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct or indirect participant through which the beneficial owner entered into the transaction. Under a book-entry format, holders may experience some delay in their receipt of payments, as such payments will be forwarded by the depositary to Cede & Co., as nominee for DTC. DTC will forward the payments to its participants, who will then forward them to indirect participants or holders. Beneficial owners of securities other than DTC or its nominees will not be recognized by the relevant registrar, transfer agent, paying agent or trustee as registered holders of the securities entitled to the benefits of the Trust Agreement and the Guarantee or the Indenture or, in the case of the Preferred Stock, entitled to the rights of holders thereof under our Articles of Incorporation. Beneficial owners that are not participants will be permitted to exercise their rights only indirectly through and according to the procedures of participants and, if applicable, indirect participants.

To facilitate subsequent transfers, all securities deposited by direct participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities; DTC’s records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of redemption notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. If less than all of the securities of any series are being redeemed, DTC will determine the amount of the interest of each direct participant to be redeemed in accordance with its then current procedures.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to any securities unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an omnibus proxy to the issuer as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts securities are credited on the record date (identified in a listing attached to the omnibus proxy).

S-123

DTC may discontinue providing its services as securities depositary with respect to the PCS at any time by giving reasonable notice to the issuer or its agent. Under these circumstances, in the event that a successor securities depository is not obtained, certificates for the PCS are required to be printed and delivered. We may decide to discontinue the use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates for the PCS will be printed and delivered to DTC.

As long as DTC or its nominee is the registered owner of the global security certificates, DTC or its nominee, as the case may be, will be considered the sole owner and holder of the global security certificates and all securities represented by these certificates for all purposes under the instruments governing the rights and obligations of holders of such securities. Except in the limited circumstances referred to above, owners of beneficial interests in global security certificates:

Ÿ will not be entitled to have such global security certificates or the securities represented by these certificates registered in their names,

Ÿ will not receive or be entitled to receive physical delivery of securities certificates in exchange for beneficial interests in global security certificates, and

Ÿ will not be considered to be owners or holders of the global security certificates or any securities represented by these certificates for any purpose under the instruments governing the rights and obligations of holders of such securities.

All redemption proceeds, distributions and dividend payments on the securities represented by the global security certificates and all transfers and deliveries of such securities will be made to DTC or its nominee, as the case may be, as the registered holder of the securities. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the issuer or its agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of that participant and not of DTC, the depositary, the issuer or any of their agents, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the issuer or its agent, disbursement of such payments to direct participants will be the responsibility of DTC, and disbursement of such payments to the beneficial owners will be the responsibility of direct and indirect participants.

Ownership of beneficial interests in the global security certificates will be limited to participants or persons that may hold beneficial interests through institutions that have accounts with DTC or its nominee. Ownership of beneficial interests in global security certificates will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by DTC or its nominee, with respect to participants’ interests, or any participant, with respect to interests of persons held by the participant on their behalf. Procedures for exchanges of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS and vice versa prior to the Remarketing Settlement Date, the redemption of the Capital PCS in exchange for Junior Subordinated Notes or trust preferred securities in connection with a successful Remarketing, the exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS, the disposition of Capital PCS in connection with a successful Remarketing and the Stripped PCS automatically becoming Normal PCS will be governed by arrangements among DTC, participants and persons that may hold beneficial interests through participants designed to permit settlement without the physical movement of certificates. Payments, transfers, deliveries, exchanges, redemptions and other matters relating to beneficial interests in global security certificates may be subject to various policies and procedures adopted by DTC from time to

S-124

time. None of us, the Collateral Agent, the Custodial Agent, the trustees of the Trust, the Indenture Trustee or the Guarantee Trustee, or any agent for us or any of them, will have any responsibility or liability for any aspect of DTC’s or any direct or indirect participant’s records relating to, or for payments made on account of, beneficial interests in global security certificates, or for maintaining, supervising or reviewing any of DTC’s records or any direct or indirect participant’s records relating to these beneficial ownership interests.

Although DTC has agreed to the foregoing procedures in order to facilitate transfer of interests in the global security certificates among participants, DTC is under no obligation to perform or continue to perform these procedures, and these procedures may be discontinued at any time. We will not have any responsibility for the performance by DTC or its direct participants or indirect participants under the rules and procedures governing DTC.

Because DTC can act only on behalf of direct participants, who in turn act only on behalf of direct or indirect participants, and certain banks, trust companies and other persons approved by it, the ability of a beneficial owner of securities to pledge them to persons or entities that do not participate in the DTC system may be limited due to the unavailability of physical certificates for the securities.

DTC has advised us that it will take any action permitted to be taken by a registered holder of any securities under the Trust Agreement, the Guarantee, the Collateral Agreement, the Indenture or our Articles of Incorporation, only at the direction of one or more participants to whose accounts with DTC the relevant securities are credited.

The information in this section concerning DTC and its book-entry system has been obtained from sources that we and the trustees of the Trust believe to be accurate, but we assume no responsibility for the accuracy thereof. None of us, the Trust, the trustees of the Trust, the Collateral Agent, the Custodial Agent, any registrar and transfer agent, any paying agent or any agent of any of us or them, will have any responsibility or liability for any aspect of DTC’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

Clearstream and Euroclear

Links have been established among DTC, Clearstream Banking S.A., Luxembourg, or “Clearstream Banking SA,” and Euroclear Bank, or “Euroclear” (two international clearing systems that perform functions similar to those that DTC performs in the United States), to facilitate the initial issuance of book-entry securities and cross-market transfers of book-entry securities associated with secondary market trading.

Although DTC, Clearstream Banking SA and Euroclear have agreed to the procedures provided below in order to facilitate transfers, they are under no obligation to perform such procedures, and the procedures may be modified or discontinued at any time.

Clearstream Banking SA and Euroclear will record the ownership interests of their participants in much the same way as DTC, and DTC will record the aggregate ownership of each of the U.S. agents of Clearstream Banking SA and Euroclear, as participants in DTC.

When book-entry securities are to be transferred from the account of a DTC participant to the account of a Clearstream Banking SA participant or a Euroclear participant, the purchaser must send instructions to Clearstream Banking SA or Euroclear through a participant at least one business day prior to settlement. Clearstream Banking SA or Euroclear, as the case may be, will instruct its U.S. agent to receive book-entry securities against payment. After settlement, Clearstream Banking SA or

S-125

Euroclear will credit its participant’s account. Credit for the book-entry securities will appear on the next day (European time).

Because settlement is taking place during New York business hours, DTC participants can employ their usual procedures for sending book-entry securities to the relevant U.S. agent acting for the benefit of Clearstream Banking SA or Euroclear participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participant, a cross-market transaction will settle no differently than a trade between two DTC participants.

When a Clearstream Banking SA or Euroclear participant wishes to transfer book-entry securities to a DTC participant, the seller must send instructions to Clearstream Banking SA or Euroclear through a participant at least one business day prior to settlement. In these cases, Clearstream Banking SA or Euroclear will instruct its U.S. agent to transfer the book-entry securities against payment. The payment will then be reflected in the account of the Clearstream Banking SA or Euroclear participant the following day, with the proceeds back-valued to the value date (which would be the preceding day, when settlement occurs in New York). If settlement is not completed on the intended value date (i.e., the trade fails), proceeds credited to the Clearstream Banking SA or Euroclear participant’s account would instead be valued as of the actual settlement date.

S-126

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain of the U.S. federal income tax consequences of the purchase, beneficial ownership and disposition of PCS. This summary deals only with the beneficial owner of a PCS, each, a “U.S. holder,” that is:

Ÿ a citizen or resident of the United States;

Ÿ a corporation (or other entity that is treated as a corporation for U.S. federal tax purposes) created or organized in or under the laws of the United States or any State thereof (including the District of Columbia);

Ÿ an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

Ÿ a trust, if a court within the United States is able to exercise primary supervision over its administration, and one or more U.S. persons (as determined for U.S. federal income tax purposes) have the authority to control all of its substantial decisions.

This summary is based on interpretations of the Internal Revenue Code of 1986, as amended, or the “Code,” regulations issued thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of which are subject to change. Any such change may be applied retroactively and may adversely affect the U.S. federal income tax consequences described herein. This summary addresses only U.S. holders that purchase Normal PCS at initial issuance, and own PCS as capital assets. This summary does not discuss all of the tax consequences that may be relevant to particular investors or to investors subject to special treatment under the U.S. federal income tax laws, such as:

Ÿ securities or currency dealers or brokers, or traders in securities electing mark-to-market treatment;

Ÿ banks, thrifts, or other financial institutions;

Ÿ insurance companies, regulated investment companies or real estate investment trusts;

Ÿ small business investment companies or S corporations;

Ÿ investors that hold their PCS through a partnership or other entity that is treated as a partnership for U.S. federal income tax purposes;

Ÿ investors whose functional currency is not the U.S. dollar;

Ÿ retirement plans or other tax-exempt entities, or persons holding the PCS in tax-deferred or tax-advantaged accounts;

Ÿ investors holding PCS as part of a “straddle” or a “conversion transaction” for U.S. federal income tax purposes or investors holding PCS that are a hedge or that are hedged against interest rate or currency risks, or as part of some other integrated investment; or

Ÿ investors subject to the alternative minimum tax.

This summary also does not address the tax consequences to shareholders or other equity holders in, or beneficiaries of, a holder, or any state, local or foreign tax consequences of the purchase, beneficial ownership or disposition of the PCS. Persons considering the purchase of PCS should consult their own tax advisors concerning the application of U.S. federal income tax laws to their particular situations as well as any consequences of the purchase, beneficial ownership and disposition of PCS arising under the laws of any other taxing jurisdiction.

If you are not a U.S. holder, different U.S. federal income tax consequences will apply to you and you should consult your own tax advisor.

S-127

Classification of the Trust

In the opinion of Sullivan & Cromwell LLP, the Trust will not be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes assuming full compliance with the terms of the Trust Agreement. The Trust intends to treat itself as one or more grantor trusts or agency arrangements. By purchasing a PCS, you will agree to treat the Trust as one or more grantor trusts or agency arrangements. Under this treatment, for U.S. federal income tax purposes, you will be treated as purchasing and owning an undivided beneficial ownership interest in the Stock Purchase Contracts, the Junior Subordinated Notes, the Qualifying Treasury Securities, the interest-bearing deposit with Mellon Bank and/or the Preferred Stock, as the case may be, and will be required to take into account your pro rata share of all the items of income, gain, loss, or deduction of the Trust corresponding to the series of PCS certificates you own, each as described below. The character of the income included by you as a holder of PCS generally will reflect the character of the Trust’s income. In addition, upon a sale, exchange or other taxable disposition of a PCS, you will be treated as having sold, exchanged or disposed of your pro rata interest in the Trust assets corresponding to such PCS, and must allocate the proceeds realized from the disposition among such assets in proportion to their respective fair market values at the time of the disposition.

Although the Trust intends to treat itself as one or more grantor trusts or agency arrangements, it is possible that the portion of a Stripped PCS that represents an interest in the Qualifying Treasury Securities could be treated as a partnership for U.S. federal income tax purposes. We do not expect such treatment to materially change your U.S. federal income tax treatment with respect to the PCS. The balance of this summary assumes that the Trust is treated as one or more grantor trusts or agency agreements.

Taxation of a Normal PCS

Each Normal PCS will be treated for U.S. federal income tax purposes as an undivided beneficial ownership interest in (a) the corresponding $1,000 principal amount of Junior Subordinated Notes and (b) the corresponding 1/100^th fractional interest in a Stock Purchase Contract, which represents the right to receive Contract Payments and the obligation to purchase one share of Preferred Stock on the Stock Purchase Date. Consequently, you must allocate your purchase price for the Normal PCS between your beneficial ownership interests in the two components in proportion to their respective fair market values at the time of purchase. This allocation will establish your initial U.S. federal income tax basis in your interest in the underlying Junior Subordinated Notes and Stock Purchase Contracts. We will treat the fair market value of the $1,000 principal amount of Junior Subordinated Notes corresponding to one Normal PCS as $1,000 and the fair market value of a 1/100th fractional interest in a Stock Purchase Contract corresponding to one Normal PCS as $0 at the time of purchase. Holders of Normal PCS, by purchasing a PCS, will be required to agree to this allocation. This allocation is not, however, binding on the Internal Revenue Service, or the “IRS.” The remainder of this summary assumes that this allocation of the purchase price will be respected for U.S. federal income tax purposes.

Taxation of the Junior Subordinated Notes

Treatment of the Junior Subordinated Notes.    The Junior Subordinated Notes will be treated as our indebtedness for U.S. federal income tax purposes. We intend to treat the Junior Subordinated Notes as “variable rate debt instruments” that are subject to the Treasury regulations that apply to “reset bonds” and which are issued with no more than a de minimis amount of original issue discount for U.S. federal income tax purposes. Consistent with this treatment, we intend to treat the Junior Subordinated Notes, solely for purposes of the original issue discount rules of the Code, as if they mature on the date immediately preceding the Remarketing Settlement Date for an amount equal to

S-128

the Remarketing Value (less accrued and unpaid interest). However, there are no regulations, rulings or other authorities that address the U.S. federal income tax treatment of debt instruments that are substantially similar to the Junior Subordinated Notes, and therefore the U.S. federal income tax treatment of the Junior Subordinated Notes under the original issue discount rules is unclear. See “—Possible Alternative Characterizations and Treatments” on page S-129.

By purchasing a Normal PCS, you agree to treat the Junior Subordinated Notes as described above, unless the IRS requires you to treat the Junior Subordinated Notes differently. The balance of this summary generally assumes that the Junior Subordinated Notes are treated as described above. However, different treatments are possible. See “—Possible Alternative Characterizations and Treatments” below.

Interest on the Junior Subordinated Notes.    Under the treatment of the Junior Subordinated Notes described above, stated interest on the Junior Subordinated Notes will be includible in your gross income as ordinary interest income at the time the interest is paid or accrued, in accordance with your regular method of tax accounting. However, if we exercise our right to defer payments of stated interest on the Junior Subordinated Notes, we intend to treat the Junior Subordinated Notes as reissued, solely for purposes of certain original issue discount provisions, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, in that event, the income that you would be required to accrue would exceed the interest payments that you would actually receive.

Tax Basis in Junior Subordinated Notes.    Under the treatment described above, your tax basis in the Junior Subordinated Notes will generally be equal to the portion of the purchase price for the Normal PCS allocated to your interest in the Junior Subordinated Notes (as described in “—Taxation of a Normal PCS” on page S-128). However, if stated interest payments are deferred so that the Junior Subordinated Notes are deemed to be reissued with original issue discount, your tax basis in the Junior Subordinated Notes would be increased by the amounts of accrued original issue discount, and decreased by all payments on the Junior Subordinated Notes after such deemed reissuance.

Sale, Exchange or Other Taxable Disposition of the Junior Subordinated Notes.    You will recognize gain or loss on a sale, exchange or other taxable disposition of your interest in the Junior Subordinated Notes upon the sale or other taxable disposition of your Normal PCS or Capital PCS or upon a successful Remarketing of the Junior Subordinated Notes. The gain or loss that you recognize will be equal to the difference between the portion of the proceeds allocable to your interest in the Junior Subordinated Notes (less any accrued and unpaid interest) and your adjusted U.S. federal income tax basis in your interest in your Junior Subordinated Notes. Selling expenses (including the remarketing fee) incurred by you should reduce the amount of gain or increase the amount of loss you recognize upon a disposition of your interest in the Junior Subordinated Notes.

Any gain that is recognized by you upon a sale, exchange or other taxable disposition of the Junior Subordinated Notes generally will be capital gain or loss, which will be long-term capital gain or loss if you held your interest in the Junior Subordinated Notes (evidenced by your Normal PCS or Capital PCS) for more than one year immediately prior to such disposition. The deductibility of capital losses is subject to limitations.

Possible Alternative Characterizations and Treatments.    As mentioned above, there are no regulations, rulings or other authorities that address the U.S. federal income tax treatment of debt instruments that are substantially similar to the Junior Subordinated Notes, and therefore the U.S. federal income tax treatment of the Junior Subordinated Notes under the original issue discount rules is unclear and other alternative characterizations and treatments are possible. For example, it is

S-129

possible that the Junior Subordinated Notes could be treated as “contingent payment debt instruments.” In that event, you would be required to accrue original issue discount income based on the “comparable yield” of the Junior Subordinated Notes. In general, the comparable yield of the Junior Subordinated Notes would be the rate at which we would issue a fixed rate debt instrument with terms and conditions similar to the Junior Subordinated Notes. It is possible that the comparable yield of the Junior Subordinated Notes could exceed the stated interest rate, in which case you may be required to include in income amounts in excess of the stated interest payments on the Junior Subordinated Notes. In addition, if the Junior Subordinated Notes are treated as contingent payment debt instruments, any gain that you would recognize upon a sale, exchange or other taxable disposition of the Junior Subordinated Notes would generally be treated as ordinary interest income. Alternatively, even if the Junior Subordinated Notes are not treated as “contingent payment debt instruments,” they could be treated as issued with more than a de minimis amount of original issue discount and you could be required to accrue such original issue discount (regardless of your method of accounting) in amounts that exceed stated interest payments on the Junior Subordinated Notes. You should consult your tax advisor concerning alternative characterizations and treatments of the Junior Subordinated Notes under the original issue discount rules.

Taxation of the Stock Purchase Contracts

There is no direct authority under current law that addresses the treatment of the Contract Payments, and their treatment is, therefore, unclear. We intend to report the Contract Payments as ordinary taxable income to you. Under this treatment, you should include the Contract Payments in income when received or accrued, in accordance with your regular method of tax accounting. The following discussion assumes that the Contract Payments are so treated. However, other treatments are possible. You should consult your tax advisor concerning the treatment of the Contract Payments.

If we exercise our right to defer any Contract Payments and issue Additional Subordinated Notes to the Trust in satisfaction of the Contract Payments, we intend to treat such Additional Subordinated Notes as issued with original issue discount. Assuming such treatment, you should generally accrue original issue discount on the Additional Subordinated Notes equal to the interest rate on the Additional Subordinated Notes, regardless of your method of tax accounting and before receipt of that interest.

If you dispose of a Normal PCS or Stripped PCS when the Stock Purchase Contracts have positive value, you will generally recognize gain equal to the sale proceeds allocable to the Stock Purchase Contracts. If you dispose of a Normal PCS or Stripped PCS when the Stock Purchase Contracts have negative value, you should generally recognize loss with respect to the Stock Purchase Contracts equal to the negative value of your interest in the Stock Purchase Contracts and should be considered to have received additional consideration for your interest in the Junior Subordinated Notes or Qualifying Treasury Securities, as the case may be, in an amount equal to such negative value. Gain or loss from the disposition of your interest in the Stock Purchase Contracts (upon your disposition of Normal PCS or Stripped PCS) generally will be capital gain or loss, and such gain or loss generally will be long-term capital gain or loss if you held your interest in the Stock Purchase Contracts (evidenced by your Normal PCS or Stripped PCS) for more than one year at the time of such disposition. The deductibility of capital losses is subject to limitations.

Taxation of the Interest-Bearing Deposit with Mellon Bank

The interest-bearing deposit with Mellon Bank corresponding to Normal PCS will be treated as a short-term obligation for U.S. federal income tax purposes. Interest payable on the interest-bearing deposit will be treated as original issue discount for U.S. federal income tax purposes. If you are a cash-basis taxpayer, you will report this original issue discount when it is received, unless you elect to report the original issue discount in income as it accrues on a straight-line basis or on a constant yield

S-130

basis. However, if you are a cash basis taxpayer that does not elect to report the original issue discount in income currently, you may be required to defer deductions for any interest paid on indebtedness incurred or continued by you to purchase or carry the Normal PCS in an amount not exceeding the deferred income until the interest on the interest-bearing deposit is paid. If you are an accrual basis taxpayer, you will be required to report the original issue discount on the interest-bearing deposit as it accrues on a straight-line basis or, if you so elect, on a constant yield basis.

You will recognize gain or loss on a sale, exchange or other taxable disposition of your interest, if any, in the interest-bearing deposit upon the sale or other taxable disposition of your Normal PCS. The amount of gain or loss recognized will be equal to the difference between the portion of the proceeds allocable to your interest in the interest-bearing deposit and your adjusted U.S. federal income tax basis in your interest in the interest-bearing deposit. Any gain or loss you recognize generally will be short-term capital gain or loss. However, if you are a cash-basis taxpayer that does not elect to report original issue discount on the interest-bearing deposit as it accrues, gain (if any) recognized by you will be treated as ordinary income to the extent of accrued original issue discount on the interest-bearing deposit. The deductibility of capital losses is subject to limitations.

Acquisition and Taxation of the Preferred Stock

Acquisition of Preferred Stock under the Stock Purchase Contracts.    On the Stock Purchase Date, the Trust will purchase Preferred Stock pursuant to the Stock Purchase Contracts. You generally will not recognize gain or loss with respect to your Normal PCS or Stripped PCS on the purchase by the Trust of Preferred Stock under the Stock Purchase Contracts. Your aggregate initial U.S. federal income tax basis in your interest in the Preferred Stock received by the Trust under the Stock Purchase Contracts generally should equal your interest in the purchase price paid for such Preferred Stock plus the amount, if any, of any Contract Payments included in your income but not received. The holding period for Preferred Stock received under a Stock Purchase Contract will commence on the date following the acquisition of such Preferred Stock and, consequently, your holding period in your interest in the Preferred Stock will not include the period you held your Normal PCS or Stripped PCS prior to and including the Stock Purchase Date.

Dividends on the Preferred Stock.    Any distribution with respect to Preferred Stock that we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will constitute a dividend and will be includible in income by you when received by the Trust after the Stock Purchase Date. Any such dividend will be eligible for the dividends-received deduction if you are an otherwise qualifying corporate U.S. holder that meets the holding period and other requirements for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits are treated first as a non-taxable return of capital to the extent of your basis in the Preferred Stock, and then as capital gain.

Redemption of Preferred Stock; Disposition of Normal PCS or Stripped PCS Corresponding to Preferred Stock.    Subject to the discussion below regarding certain redemptions, upon a redemption by us of the Preferred Stock or a disposition after the Stock Purchase Date of Normal PCS (or Stripped PCS if then outstanding) corresponding to Preferred Stock, you generally will recognize capital gain or loss equal to the difference between the amount realized and your adjusted tax basis in your interest in the Preferred Stock. Your adjusted tax basis in the Preferred Stock at the time of any such redemption or disposition should generally equal your initial tax basis in the Preferred Stock at the time of purchase, reduced by the amount of any cash distributions that are not treated as dividends. Such capital gain or loss generally will be long-term capital gain or loss if you held the Normal PCS or Stripped PCS for more than one year following the Stock Purchase Date. The deductibility of capital losses is subject to limitations.

S-131

Under certain circumstances, an amount paid to you in connection with a redemption of the Preferred Stock may be treated as a distribution (taxed in the manner described under “—Dividends on the Preferred Stock” above) as opposed to an amount realized on the redemption of Preferred Stock if, immediately following the redemption, you own directly or indirectly (taking into account applicable constructive ownership rules) shares of any other class of our stock. If you own (or are deemed to own) shares of any other class of our stock, you should consult your own tax advisor regarding the consequences of receiving a payment in connection with a redemption of the Preferred Stock.

Separation and Re-creation of Normal PCS

Exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS.    You will generally not recognize gain or loss upon an exchange of Normal PCS and Qualifying Treasury Securities for Stripped PCS and Capital PCS. You will continue to take into account items of income or deduction otherwise includible or deductible, respectively, by you with respect to such Qualifying Treasury Securities (as described below) and your interest in the Junior Subordinated Notes, as well as your interest in the Stock Purchase Contracts, and your adjusted tax bases in and your holding period of the Qualifying Treasury Securities and your interest in the Stock Purchase Contracts (as evidenced by your Stripped PCS) and your interest in the Junior Subordinated Notes (as evidenced by your Capital PCS) will not be affected by such delivery and exchange.

Taxation of the Qualifying Treasury Securities.    If you hold a Stripped PCS, upon the maturity of the Qualifying Treasury Securities you exchanged for your Stripped PCS, the Trust will purchase replacement Qualifying Treasury Securities. It is expected, and the remainder of this discussion assumes, that the Qualifying Treasury Securities designated for the creation of Stripped PCS, and any Qualifying Treasury Securities purchased as replacement Qualifying Treasury Securities, will have an original term of one year or less and therefore will be treated as short-term obligations. In general, if you are a cash-basis taxpayer, you will not be required to report your allocable share of the excess of the amounts payable on a Qualifying Treasury Security over the purchase price of the Qualifying Treasury Security (“acquisition discount”) until the amounts are paid, unless you elect to report the acquisition discount in income as it accrues on a straight-line basis or on a constant yield basis. However, if you are a cash-basis taxpayer that does not elect to report the acquisition discount in income currently, you may be required to defer deductions for any interest paid on indebtedness incurred or continued by you to purchase or carry the Stripped PCS in an amount not exceeding the deferred income until the interest on the Qualifying Treasury Securities is paid. If you are an accrual-basis taxpayer, you will be required to report acquisition discount on a Qualifying Treasury Security as it accrues on a straight-line basis or, if you elect, to treat the acquisition discount under a constant yield method.

You will recognize gain or loss on a sale, exchange or other taxable disposition of your interest, if any, in Qualifying Treasury Securities upon the sale or other taxable disposition of your Stripped PCS. The amount of gain or loss recognized will be equal to the difference between the portion of the proceeds allocable to your interest in the Qualifying Treasury Securities and your adjusted U.S. federal income tax basis in your interest in the Qualifying Treasury Securities. Any gain or loss you recognize generally will be short-term capital gain or loss. However, if you are a cash-basis taxpayer that does not elect to report acquisition discount on the Qualifying Treasury Securities as it accrues, gain (if any) recognized by you will be treated as ordinary income to the extent of accrued acquisition discount on the Qualifying Treasury Securities. The deductibility of capital losses is subject to limitations.

You should generally not have any additional tax consequences upon the distribution of any excess of the proceeds from maturing Qualifying Treasury Securities over the cost of replacing those Qualifying Treasury Securities.

S-132

You should consult your own tax advisor regarding your tax treatment in respect of any Qualifying Treasury Securities, and any elections with respect to them.

Recreation of Normal PCS.    If you exchange a Stripped PCS and a Capital PCS for a Normal PCS and the pledged Qualifying Treasury Securities, you will generally not recognize gain or loss upon the exchange. You will continue to take into account items of income or deduction otherwise includible or deductible, respectively, by you with respect to such Qualifying Treasury Securities and the corresponding Junior Subordinated Notes and Stock Purchase Contracts, and your adjusted tax bases in and your holding period of the Qualifying Treasury Securities and your interests in the Junior Subordinated Notes and the Stock Purchase Contracts will not be affected by such exchange.

Dissolution of the Trust

Under certain circumstances (including a termination of the Stock Purchase Contracts), we may dissolve the Trust and distribute the trust assets to the holders of PCS. A distribution of trust assets (Junior Subordinated Notes, Preferred Stock, the interest-bearing deposit or Qualifying Treasury Securities, as the case may be) to you as a holder of PCS upon the dissolution of the Trust will not be a taxable event to you for U.S. federal income tax purposes, and your tax basis in the Junior Subordinated Notes, Qualifying Treasury Securities, interest-bearing deposit or shares of Preferred Stock received generally will be the same as your tax basis in your interest in the related trust assets. Your holding period in Trust assets received generally would include your holding period in the related PCS.

If the Stock Purchase Contracts terminate, you will recognize a capital loss equal to the amount, if any, of Contract Payments included in your income but not paid at the time of such termination. The deductibility of capital losses is subject to limitations.

Backup Withholding and Information Reporting

In general, you will be subject to backup withholding with respect to payments made on your PCS and the proceeds received from the sale of your PCS unless you are an entity (including a corporation or a tax-exempt entity) that is exempt from backup withholding and, when required, demonstrate this fact or:

Ÿ you provide your Taxpayer Identification Number, or “TIN,” which, if you are an individual, would be your Social Security Number,

Ÿ you certify that (i) the TIN you provide is correct, (ii) you are a U.S. person and (iii) you are not subject to backup withholding because (A) you are exempt from backup withholding or (B) you have not been notified by the IRS that you are subject to backup withholding due to underreporting of interest or dividends or (C) you have been notified by the IRS that you are no longer subject to backup withholding, and

Ÿ you otherwise comply with the applicable requirements of the backup withholding rules.

In addition, such payments or proceeds received by you if you are not a corporation or tax-exempt organization will generally be subject to information reporting requirements.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that you furnish the required information to the IRS.

S-133

ERISA CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition and holding of the Normal PCS, and the Stripped PCS and Capital PCS for which they may be exchanged, by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or “ERISA,” Keogh plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code, and entities whose underlying assets are considered to include “plan assets” of such plans, accounts and arrangements, each, a “Plan.” As described in this summary, the acquisition and holding of the Normal PCS, the Stripped PCS and the Capital PCS may not be suitable or appropriate investments for a Plan or for plans subject to laws similar to Title I of ERISA and Section 4975 of the Code.

General Fiduciary Matters

Each fiduciary of a Plan should consider the fiduciary standards of ERISA or other applicable governing law in the context of the Plan’s particular circumstances before authorizing an investment in Normal PCS or the exchange of Normal PCS for Stripped PCS and Capital PCS. Among other factors, the fiduciary should consider whether the investment is consistent with the documents and instruments governing the Plan and whether the investment would satisfy the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA and the Code. Any insurance company proposing to invest assets of its general account in Normal PCS, or to exchange Normal PCS for Stripped PCS and Capital PCS, should consult with its counsel concerning the potential application of ERISA or other applicable law to such investments.

Prohibited Transaction and Related Issues

Section 406 of ERISA and Section 4975 of the Code, as applicable, prohibit Plans from engaging in specified transactions (prohibited transactions) involving “plan assets” with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Code, unless an exemption is available. We, the trustees of the Trust, the Collateral Agent or Mellon Financial Corporation may be considered a party in interest or disqualified person with respect to a Plan to the extent we or any of our affiliates are engaged in businesses which provide services to such Plan.

A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the Plan that engages in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA and Section 414(d) of the Code), certain church plans (as defined in Section 3(33) of ERISA and Section 414(e) of the Code with respect to which the election provided by Section 410(d) of the Code has not been made) and foreign plans (as described in Section 4(b)(4) of ERISA) are not subject to the requirements of ERISA or Section 4975 of the Code. It is possible, however, that a governmental plan, church plan or foreign plan may be subject to other federal, state, local or other laws that contain fiduciary and prohibited transaction provisions similar to those under Title I of ERISA and Section 4975 of the Code.

The U.S. Department of Labor has issued a regulation with regard to the circumstances in which the underlying assets of an entity in which Plans acquire equity interests will be deemed to be plan assets, or the “Plan Asset Regulation.” Under this regulation, for purposes of ERISA and Section 4975 of the Code, the assets of the Trust would be deemed to be “plan assets” of a Plan whose assets were used to acquire the Normal PCS, Stripped PCS or Capital PCS, if the PCS were considered to be equity interests in the Trust and no exception were applicable under the Plan Asset Regulation. The

S-134

Plan Asset Regulation defines an “equity interest” as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. Although it is not free from doubt, the Normal PCS, Stripped PCS and Capital PCS should be treated as equity interests in the Trust for purposes of the Plan Asset Regulation.

An exception to plan asset status is available, however, under the Plan Asset Regulation in the case of a class of equity interests that are (i) widely held, i.e., held by 100 or more investors who are independent of the issuer and each other, (ii) freely transferable, and (iii) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Exchange Act, or (b) sold as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and such class is registered under the Exchange Act within 120 days after the end of the fiscal year of the issuer during which the offering of such securities to the public occurred, or the “Publicly Offered Securities Exception.” Although no assurance can be given, the underwriters believe that the Publicly Offered Securities Exception will be applicable to the Normal PCS offered hereby. Accordingly, the assets of the Trust should not be treated as the assets of any Plan that holds the Normal PCS.

It is unlikely, however, that the Publicly Offered Securities Exception will be applicable to Stripped PCS or Capital PCS that a Plan might acquire in exchange for Normal PCS because the Stripped PCS or the Capital PCS may not meet at all times the requirement that they be widely held. Moreover, no assurance can be given that any other exception to plan asset status under the Plan Asset Regulation (including the exception applicable if equity participation by benefit plan investors is not significant) will be applicable to the Stripped PCS or the Capital PCS. Accordingly, it is possible that the Stock Purchase Contract and any U.S. treasury securities beneficially owned by the Trust (or after the Stock Purchase Date, the Preferred Stock) could be treated proportionately as plan assets of any Plan holding Stripped PCS, and the Junior Subordinated Notes beneficially owned by the Trust could be treated proportionately as plan assets of any Plan holding Capital PCS. Further, it is possible that any asset beneficially owned by the Trust (i.e., the Stock Purchase Contract, any U.S. treasury securities, the Preferred Stock and the Junior Subordinated Notes) could be treated proportionately as plan assets of any Plan holding Stripped PCS or Capital PCS.

If the assets of the Trust were deemed to be “plan assets” under the Plan Asset Regulation, this would result, among other things, in the application of the prohibited transaction requirements and the prudence and other fiduciary responsibility standards of ERISA and the Code, as applicable, to transactions engaged in by the Trust and the treatment of any person who exercises any authority or control with regard to the management or disposition of the assets of the Trust as a fiduciary of Plan investors. In this regard, if any person with discretionary responsibility with respect to the Trust assets were affiliated with us, any such discretionary actions taken with respect to such assets could be deemed to constitute a prohibited transaction under ERISA or the Code (e.g., the use of such fiduciary responsibility in circumstances under which such person has an interest that may conflict with the interests of the Plans for which they act). In order to reduce the likelihood of any such prohibited transaction, any Plan that acquires Stripped PCS or Capital PCS will be deemed to have (i) directed the Trust to invest in the Stock Purchase Contract, U.S. treasury securities, Preferred Stock and/or Junior Subordinated Notes, as applicable, and (ii) appointed the Trustees. Further, the purchase and sale of the Junior Subordinated Notes and any related transactions could be deemed to constitute a prohibited purchase/sale transaction under ERISA or the Code if Mellon is a party in interest or disqualified person of a Plan investor. We have no assurance that any exemption to such a prohibited transaction will be available.

In addition, and whether or not the assets of the Trust are considered to be “plan assets” of Plans investing in the PCS, the acquisition and holding of the Normal PCS, Stripped PCS or Capital PCS with “plan assets” of a Plan could result in a direct or indirect prohibited transaction. The Department of Labor has issued several prohibited transaction class exemptions, or “PTCEs,” that may provide

S-135

exemptive relief for direct or indirect prohibited transactions resulting from the purchase, holding and disposition of PCS. These class exemptions include PTCE 84-14 for certain transactions determined by independent qualified professional asset managers, PTCE 90-1 for certain transactions involving insurance company pooled separate accounts, PTCE 91-38 for certain transactions involving bank collective investment funds, PTCE 95-60 for certain transactions involving life insurance company general accounts, and PTCE 96-23 for certain transactions determined by in-house asset managers.

Based on the foregoing, any purchaser or holder of Normal PCS or any interest therein, and any person who acquires Stripped PCS or Capital PCS in exchange for Normal PCS, will be deemed to have represented and warranted by its acquisition and holding thereof that either (A) it is not a Plan, or a governmental plan subject to any Similar Law, and it is not acquiring the Normal PCS, Stripped PCS or Capital PCS, as applicable, on behalf of or with “plan assets” of any such Plan or governmental, church or foreign plan or (B) its acquisition and holding of the Normal PCS, Stripped PCS or Capital PCS, as applicable, either (i) qualifies (based on advice of counsel) for exemptive relief under PTCE 84-14, 90-1, 91-38, 95-60 or 96-23 or another applicable statutory or administrative exemption or (ii) will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or in the case of a governmental, church or foreign plan, a violation of any Similar Law).

Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries or other persons considering purchasing Normal PCS, or exchanging Normal PCS for Stripped PCS and Capital PCS, on behalf of or with “plan assets” of any Plan or governmental plan consult with their counsel regarding the potential consequences of the investment and the availability of exemptive relief.

S-136

UNDERWRITING

Mellon Financial Corporation, Mellon Capital IV and the underwriters named below have entered into an underwriting agreement with respect to the Normal PCS being offered. Subject to certain conditions, the underwriters have agreed to purchase the respective number of Normal PCS indicated in the following table. Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are the representatives of the underwriters.

Underwriters	Number of Normal PCS
Goldman, Sachs & Co.	90,000
Morgan Stanley & Co. Incorporated	90,000
Barclays Capital Inc.	67,500
Credit Suisse Securities (USA) LLC	67,500
J.P. Morgan Securities Inc.	67,500
Citigroup Global Markets Inc.	50,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	50,000
BNY Capital Markets, Inc.	17,500
Total	500,000

The underwriters are committed to take and pay for all of the Normal PCS being offered, if any are taken.

In view of the fact that the proceeds from the sale of the Normal PCS and Trust Common Securities will be used to purchase the Junior Subordinated Notes issued by us, the underwriting agreement provides that we will pay as compensation for the underwriters’ arranging the investment therein of such proceeds the following amounts for the account of the underwriters.

	Paid by Mellon
Per Normal PCS	$	10
Total	$	5,000,000

Normal PCS sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus supplement. Any Normal PCS sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to $6 per Normal PCS from the initial public offering price. If all the Normal PCS are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms.

The underwriters intend to offer the Normal PCS for sale primarily in the United States either directly or through affiliates or other dealers acting as selling agents. The underwriters may also offer the Normal PCS for sale outside the United States either directly or through affiliates or other dealers acting as selling agents.

We have agreed for a period from the date of this prospectus supplement continuing to and including the date 30 days after the date of this prospectus supplement or such earlier time as the underwriters may notify us, not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any Normal PCS (except for (x) the Normal PCS offered hereby and (y) any securities to be offered in an exchange offer or similar transaction in respect of securities outstanding on the date hereof, in each case including any guarantee of such securities), any other beneficial interests in the assets of the Trust (other than the Trust Common Securities), any similar security issued by another trust or other limited purpose vehicle, or any of our preferred stock, as the case may be, that in the reasonable judgment of the representatives are substantially similar to the Normal PCS or any of the Capital PCS, the Stripped PCS, the Junior Subordinated Notes, the Guarantee, the Stock Purchase Contracts or the Preferred Stock (including any guarantee of such securities), or any securities that are convertible into or exchangeable for or that represent the right to receive preferred securities or any

S-137

such substantially similar securities of either the Trust, a similar trust or us, except with the prior written consent of the representatives.

Prior to this offering, there has been no public market for the Normal PCS being offered. We will apply to list the Normal PCS on the New York Stock Exchange under the symbol “MEL/P.” If approved, we expect trading of the Normal PCS on the New York Stock Exchange to begin within the 30-day period after the original issue date. In order to meet one of the requirements for listing the Normal PCS on the New York Stock Exchange, the underwriters have undertaken to sell lots of 100 or more Normal PCS to a minimum of 100 beneficial owners. Neither the Stripped PCS nor the Capital PCS will initially be listed. However, if the Stripped PCS or the Capital PCS are separately traded to a sufficient extent so that applicable exchange listing requirements are met, we may list the Stripped PCS or the Capital PCS on the same exchange as the Normal PCS are then listed, including, if applicable, the New York Stock Exchange, though we are under no obligation to do so.

In connection with the offering, the underwriters may purchase and sell Normal PCS in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Normal PCS than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases of the Normal PCS made for the purpose of preventing or retarding a decline in the market price of the Normal PCS while the offering is in process.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased Normal PCS sold by or for the account of such underwriter in stabilizing or short covering transactions.

These activities by the underwriters, as well as other purchases by the underwriters for their own account, may stabilize, maintain or otherwise affect the market price of the Normal PCS. As a result, the price of the Normal PCS may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the New York Stock Exchange, in the over-the-counter market or otherwise.

It is expected that delivery of the Normal PCS will be made against payment therefor on or about the date specified on the cover page of this prospectus supplement, which is the fifth business day following the date hereof. Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Normal PCS on any date prior to the third business day before delivery will be required, by virtue of the fact that the Normal PCS initially will settle on the fifth business day following the day of pricing (“T+5”), to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

Each of the underwriters has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended), or “FSMA,” received by it in connection with the issue or sale of the PCS in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or Mellon;

(b) it has complied, and will comply, with all applicable provisions of the FSMA with respect to anything done by it in relation to the Normal PCS in, from or otherwise involving the United Kingdom.

S-138

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, each a “Relevant Member State,” each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the “Relevant Implementation Date,” it has not made and will not make an offer of Normal PCS to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Normal PCS which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Normal PCS to the public in that Relevant Member State at any time:

Ÿ to legal entities which are authorized or regulated to operate in the financial markets or if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

Ÿ to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

Ÿ in any other circumstances which do not require the publication by Mellon of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Normal PCS to the public” in relation to any Normal PCS in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Normal PCS to be offered so as to enable an investor to decide to purchase or subscribe the Normal PCS, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The Normal PCS may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Normal PCS may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Normal PCS which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Normal PCS may not be circulated or distributed, nor may the Normal PCS be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the “SFA,” (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

S-139

Where the Normal PCS are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the Normal PCS under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The Normal PCS have not been and will not be registered under the Securities and Exchange Law of Japan, or the “Securities and Exchange Law”), and each underwriter has agreed that it will not offer or sell any Normal PCS, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

The offering of the Normal PCS is being made in compliance with Conduct Rule 2810 of the National Association of Securities Dealers, Inc., or “NASD.” Under Rule 2810, none of the named underwriters is permitted to sell Normal PCS in this offering to an account over which it exercises discretionary authority without the prior written approval of the customer to which the account relates.

Mellon estimates that its share of the total offering expenses, excluding underwriting discounts and commissions, will be approximately $200,000.

Mellon has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide, investment banking and other financing and banking services to Mellon, for which they have in the past received, and may in the future receive, customary fees and expenses.

In compliance with guidelines of the NASD, the maximum commission or discount to be received by any NASD member or independent broker-dealer may not exceed 8% of the aggregate principal amount of the securities offered pursuant to this prospectus supplement. It is anticipated that the maximum commission or discount to be received in any particular offering of securities will be significantly less than this amount.

S-140

VALIDITY OF SECURITIES

The validity of the PCS will be passed upon by Richards, Layton & Finger, P.A., special Delaware counsel for the Trust. The validity of the Junior Subordinated Notes, the Guarantee and the Preferred Stock will be passed upon for us by Reed Smith LLP, Pittsburgh, Pennsylvania. The validity of the Junior Subordinated Notes, the Guarantee and the Preferred Stock will be passed upon for the underwriters by Sullivan & Cromwell LLP, New York, New York. Sullivan & Cromwell LLP will rely as to certain matters of Pennsylvania law upon the opinion of Reed Smith LLP.

EXPERTS

Ernst & Young LLP, an independent registered public accounting firm, has audited Bank of New York’s consolidated financial statements included in Bank of New York’s Annual Report on Form 10-K for the year ended December 31, 2006, and management’s assessment of the effectiveness of Bank of New York’s internal control over financial reporting as of December 31, 2006, as set forth in their reports, which are incorporated by reference into this prospectus supplement and elsewhere in the registration statement. The report with respect to the December 31, 2006 consolidated financial statements refers to a change in Bank of New York’s method of accounting for employer defined pension and other postretirement plans in accordance with Statement of Financial Accounting Standards No. 158. Bank of New York’s financial statements and management’s assessment are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

See also the “Experts” section on page 4 of the accompanying prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We and Bank of New York file annual, quarterly and current reports, proxy statements and other information with the SEC. Our and Bank of New York’s SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at http://www.mellon.com and Bank of New York’s website at http://www.bankofnewyork.com. Our and Bank of New York’s websites are not a part of this prospectus supplement. You may also read and copy any document we and Bank of New York file at the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

Because our and Bank of New York’s common stock is listed on the NYSE, you may also inspect reports, proxy statements and other information about us and Bank of New York at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

The SEC allows us and Bank of New York to “incorporate by reference” information we and Bank of New York file with it, which means that we and Bank of New York can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be a part of this prospectus supplement and information that we and Bank of New York file later with the SEC will automatically update and supersede this information. In all cases, you should rely on the later information over different information included in this prospectus supplement.

We incorporate by reference the documents listed below and all future filings we and Bank of New York make with the SEC under Section 13 (a), 13(c), 14 or 15(d) of the Exchange Act, prior to the

S-141

termination of the offering, except to the extent that any information contained in such filings is designated as “furnished”:

Ÿ Joint Proxy Statement/Prospectus of Mellon and Bank of New York, dated April 17, 2007 (forming part of Newco’s Registration Statement on Form S-4 (No. 333-140863)).

Ÿ Mellon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Ÿ Bank of New York’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Ÿ Mellon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

Ÿ Bank of New York’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

Ÿ Mellon’s Current Reports on Form 8-K filed on January 3, 2007 (two reports), January 17, 2007, January 23, 2007, January 30, 2007, February 26, 2007, February 28, 2007, April 5, 2007, April 9, 2007, April 18, 2007, April 23, 2007, May 9, 2007, May 10, 2007, May 21, 2007 and May 24, 2007 (other than information that is deemed not to have been filed in accordance with SEC rules).

Ÿ Bank of New York’s Current Reports on Form 8-K filed on January 16, 2007, January 18, 2007, February 28, 2007, April 5, 2007, April 17, 2007, April 18, 2007, May 11, 2007, May 17, 2007, May 22, 2007 and May 24, 2007 (other than information that is deemed not to have been filed in accordance with SEC rules).

Ÿ Mellon’s proxy statement for its 2007 annual meeting, dated March 19, 2007.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Mellon Financial Corporation

One Mellon Center

500 Grant Street

Pittsburgh, PA 15258-0001

Telephone: 412-234-5000

Attn: Corporate Secretary

E-mail: Mellon 10-K/8-K@Mellon.com

S-142

INDEX OF DEFINED TERMS

Additional Distribution Date	S-14, S-57, S-60
Additional Subordinated Note	S-16, S-62, S-87
administrative trustee	S-1, S-41
Articles of Incorporation	S-71
Bank Holding Company Act	S-40
Bank of New York	S-ii
business day	S-4, S-56
Capital PCS	S-4, S-57
Capital PCS Distribution Date	S-14, S-59
Capital PCS Mandatory Redemption Date	S-66
capital treatment event	S-99
Clearstream Banking SA	S-125
Code	S-127
Collateral Agent	S-8, S-56
Collateral Agreement	S-56
Contract Payment	S-5, S-80
corresponding assets	S-3
Covered Debt	S-120
Custodial Agent	S-8, S-56
debt	S-89
Delaware Trustee	S-1, S-41
direct action	S-34
distribution	S-60
Distribution Date	S-14, S-60
Distribution Period	S-14, S-60
Dividend Determination Date	S-115
Dividend Parity Stock	S-113
Dividend Payment Date	S-9, S-114
Dividend Period	S-114
Dividend Rate	S-114
DTC	S-55, S-122
Early Remarketing	S-22, S-95
Early Settlement Event	S-23, S-96
ERISA	S-134
Euroclear	S-125
event of default	S-8, S-102
Excess Proceeds Distribution	S-15, S-61
Exchange Act	S-42
Exchange Period	S-4, S-56
Failed Remarketing	S-23, S-94
Federal Reserve	S-6
Fixed Rate Reset Cap	S-20, S-94
Floating Rate Reset Cap	S-20, S-94
FSMA	S-138
Guarantee	S-29, S-106
Guarantee Agreement	S-106
guarantee payment	S-106
Guarantee Trustee	S-106
holder	S-55, S-86
Indenture	S-86
Indenture Trustee	S-86
Investment Company Act	S-73
investment company event	S-99
IRS	S-128
Junior Subordinated Note	S-2, S-54
like amount	S-66, S-69
London Banking Day	S-115
M&T	S-1, S-86
make-whole amount	S-99
Mellon Bank	S-i
Merger Agreement	S-39

NASD	S-140
Newco	S-ii, S-2, S-39
Normal PCS	S-3, S-55
OCC	S-43
Pari Passu Securities	S-7, S-89
parity securities	S-32, S-98
PCS	S-2, S-3, S-54
Plan	S-134
Plan Asset Regulation	S-134
Pledged Securities	S-82
Preferred Stock	S-2, S-55
Preferred Stock Director	S-117
Property Trustee	S-1, S-41
PTCE	S-135
Publicly Offered Securities Exception	S-135
Qualifying Treasury Security	S-11, S-57
rating agency	S-100
rating agency event	S-100
Regular Distribution Date	S-14, S-59
relevant date	S-99
Relevant Implementation Date	S-139
Relevant Member State	S-139
Remarketing	S-18, S-63
Remarketing Agent	S-19, S-91
Remarketing Agreement	S-19, S-91
Remarketing Disruption Event	S-93
Remarketing Period	S-18, S-91
Remarketing Settlement Date	S-19, S-91
Remarketing Value	S-19, S-92
Replacement Capital Covenant	S-27, S-120
Reset Rate	S-19, S-92
Reset Spread	S-19, S-92
Reuters Screen LIBOR01 Page	S-115
SEC	S-iii
Securities Act	S-42
Securities and Exchange Law	S-140
senior and subordinated debt	S-88
SFA	S-139
Stock Purchase Contract	S-2, S-54
Stock Purchase Contract Agreement	S-54
Stock Purchase Date	S-2, S-55
Stripped PCS	S-4, S-57
Successor Securities	S-73
The Bank of New York	S-56
Three-Month LIBOR	S-114
TIN	S-133
Total Liquidation Amount	S-116
Transfer Agent	S-56, S-77
Treasury dealer	S-101
Treasury price	S-101
Treasury rate	S-101
Treasury security	S-101
Trust	S-i, S-1, S-41
Trust Agreement	S-41
Trust Common Securities	S-2, S-41
Trust Event of Default	S-71
Trust Indenture Act	S-41
Trust securities	S-41
U.S. holder	S-127
United States Person	S-77
Voting Parity Stock	S-10, S-117

S- 143

Mellon Funding Corporation

Debt Securities

Junior Subordinated Debentures

Unconditionally Guaranteed by Mellon Financial Corporation

Mellon Financial Corporation

Junior Subordinated Debentures

Preferred Stock

Depositary Shares

Common Stock

Warrants

Stock Purchase Contracts

Stock Purchase Units

Mellon Capital III Mellon Capital IV Mellon Capital V

Trust Preferred Securities

Fully and Unconditionally Guaranteed by Mellon Financial Corporation

We will provide specific terms of any securities to be offered in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in the securities described in the applicable prospectus supplement.

Mellon Funding Corporation may from time to time offer to sell debt securities and junior subordinated debentures, and Mellon Financial Corporation may offer to sell junior subordinated debentures, preferred stock, depositary shares, common stock, warrants, stock purchase contracts and stock purchase units. The debt securities and junior subordinated debentures of Mellon Funding Corporation and the junior subordinated debentures and shares of preferred stock of Mellon Financial Corporation may be convertible into or exchangeable for shares of common stock of Mellon Financial Corporation or other securities.

The trusts are Delaware statutory trusts. Each trust may from time to time:

• sell trust preferred securities representing undivided beneficial interests in the trust to the public;

• sell trust common securities representing undivided beneficial interests in the trust to Mellon Financial Corporation;

• use the proceeds from these sales to buy an equal principal amount of junior subordinated debentures of Mellon Financial Corporation or Mellon Funding Corporation; and

• distribute the cash payments it receives on the junior subordinated debentures it owns to the holders of the trust preferred and trust common securities.

Mellon Financial Corporation will fully and unconditionally guarantee the payment by the trusts of the trust preferred securities.

The common stock of Mellon Financial Corporation is traded on the New York Stock Exchange under the symbol “MEL.”

A security is not a deposit or other obligation of any bank or savings association and the securities are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 21, 2006

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION	1
FORWARD LOOKING STATEMENTS	2
MELLON FUNDING CORPORATION	2
THE TRUSTS	3
RATIO OF EARNINGS TO FIXED CHARGES	3
USE OF PROCEEDS	3
VALIDITY OF SECURITIES	3
EXPERTS	4

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sell any combination of the securities identified in this prospectus and described in any prospectus supplement in one or more offerings. We may offer debt securities of Mellon Funding Corporation and related guarantees of Mellon Financial Corporation; trust preferred securities of the trusts and related junior subordinated debentures and guarantees of Mellon Financial Corporation and Mellon Funding Corporation; preferred stock, depositary shares and common stock of Mellon Financial Corporation; and stock purchase contracts and stock purchase units. We may also offer warrants, preferred stock, depositary shares or common stock. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.” The prospectus supplement may also contain information about certain United States federal income tax considerations relating to the securities covered by the prospectus supplement.

References in this prospectus to “we” mean Mellon Financial Corporation and, in connection with the debt securities, include Mellon Funding Corporation. Mellon Funding Corporation is a financing entity for Mellon Financial Corporation and its subsidiaries, as described under the Heading “Mellon Funding Corporation.” References herein to “debt securities” and the “related guarantees” mean debt securities issued by Mellon Funding Corporation and related guarantees of Mellon Financial Corporation. References herein to “junior subordinated debentures” mean junior subordinated debentures issued by Mellon Financial Corporation or Mellon Funding Corporation (guaranteed by Mellon Financial Corporation) to a trust in connection with the trust’s issuance of trust preferred securities.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at http://www.mellon.com. Our website is not a part of this prospectus. You may also read and copy any document we file at the SEC’s public reference room, 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s public reference rooms in its offices in New York, New York and Chicago, Illinois. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Because our common stock is listed on the NYSE, you may also inspect reports, proxy statements and other information about us at the offices of the NYSE, 20 Broad Street, New York, New York 10005.

The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be a part of this prospectus and information that we file later with the SEC will automatically update and supersede this information. In all cases, you should rely on the later information over different information included in this prospectus.

We incorporate by reference the documents listed below and all future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering, except to the extent that any information contained in such filings is designated as “furnished”:

• Annual report on Form 10-K for the fiscal year ended December 31, 2005.

• Quarterly report on Form 10-Q for the quarter dated March 31, 2006.

1

• Current reports on Form 8-K dated January 18, 2006 (3 filings), January 23, 2006, January 31, 2006 (2 filings), March 6, 2006, March 23, 2006, March 31, 2006, April 13, 2006, April 18, 2006 (3 filings), April 20, 2006, April 21, 2006, May 17, 2006 and July 19, 2006.

• Description of the common stock contained in registration statement on Form 8-A (File No. 1-7410) dated October 15, 1996, as updated by Form 8-A/A dated May 17, 1999 and October 19, 1999.

• Description of the stock purchase rights set forth in Exhibit I to registration statement on Form 8-A/A dated October 19, 1999.

• Mellon’s proxy statement for its 2006 annual meeting dated March 15, 2006.

You may request a copy of these filings at no cost, by writing, telephoning or sending an email to us at the following address:

Mellon Financial Corporation

One Mellon Center, Room 4826

Pittsburgh, Pennsylvania 15258

Attention: Corporate Secretary

Telephone: (412) 234-5000

E-mail: Mellon_10-K/8-K@Mellon.com

FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplement contain or incorporate statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements, which may be expressed in a variety of ways, including the use of future or present tense language, refer to future events. Our actual results, performance or achievements could be significantly different from the results expressed in or implied by these forward-looking statements. These statements are subject to certain risks and uncertainties, including but not limited to certain risks described in the documents incorporated by reference. When considering these forward-looking statements, you should keep in mind these risks, uncertainties and other cautionary statements made or incorporated in this prospectus and the prospectus supplements. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference into this prospectus and any accompanying prospectus supplement might not occur. You should refer to our periodic and current reports filed with the SEC or to an applicable prospectus supplement for specific risks which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.

Forward-looking statements in this prospectus and any prospectus supplement speak only as of the date on which such statements are made, and we undertake no obligation to update any such statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

MELLON FUNDING CORPORATION

Mellon Funding Corporation, a wholly owned subsidiary of Mellon Financial Corporation, is incorporated in Pennsylvania. It functions as a financing entity for the Mellon Financial Corporation and our subsidiaries by issuing commercial paper and other debt guaranteed by Mellon Financial Corporation. Financial data for Mellon Funding Corporation is combined with Mellon Financial Corporation and with Mellon Capital I and Mellon Capital II, special purpose business trusts formed by Mellon Financial Corporation for the sole purpose of issuing capital securities, and MIPA, LLC, a single member limited liability company wholly owned by Mellon Financial Corporation, for financial reporting purposes due to the limited function of Mellon Funding Corporation and the unconditional guarantees by Mellon Financial Corporation of all of the obligations of Mellon Funding Corporation, Mellon Capital I, Mellon Capital II and MIPA, LLC.

2

THE TRUSTS

Each of the trusts is a statutory trust formed under Delaware law pursuant to a trust agreement, between Mellon Financial Corporation, as depositor of each trust, and a Delaware trustee, and the filing of a certificate of trust with the Delaware Secretary of State. The trust agreement of each trust will be amended and restated in its entirety, substantially in the form filed as an exhibit to the registration statement of which this prospectus is a part (each as so amended and restated, a trust agreement), prior to the issuance of trust preferred securities by the trust. Each trust agreement is qualified as an indenture under the Trust Indenture Act of 1939, as amended.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earnings to fixed charges. Fixed charges represent interest expense, one-third (the proportion deemed representative of the interest factor) of net rental expense, and amortization of debt issue costs.

	Six Months Ended June 30,		Year Ended December 31,
	2006	2005	2005	2004	2003	2002	2001
Mellon Financial Corporation (Parent Corporation)	3.26	4.33	4.34	3.83	4.83	5.28	3.73
Mellon Financial Corporation and its subsidiaries
Excluding interest on deposits	3.88	5.80	4.89	5.37	4.88	4.16	2.57
Including interest on deposits	2.32	3.45	2.88	3.78	3.68	3.11	1.79

The parent corporation ratios include the accounts of Mellon Financial Corporation (the “Corporation”); Mellon Funding Corporation, a wholly owned subsidiary of the Corporation that functions as a financing entity for the Corporation and its subsidiaries by issuing commercial paper and other debt guaranteed by the Corporation; and MIPA, LLC, a single member limited liability company wholly owned by the Corporation, created to hold and administer corporate owned life insurance. Because these ratios exclude from earnings the equity in undistributed net income (loss) of subsidiaries, these ratios vary with the payment of dividends by such subsidiaries.

In the ratios for Mellon Financial Corporation and its subsidiaries, earnings represent income before taxes from continuing operations and the cumulative effect of a change in accounting principle, plus fixed charges from continuing operations. We have presented these ratios both including and excluding interest on deposits in fixed charges from continuing operations.

USE OF PROCEEDS

We intend to use the net proceeds from the sales of the securities as set forth in the applicable prospectus supplement.

VALIDITY OF SECURITIES

Unless the applicable prospectus supplement indicates otherwise, certain matters of Delaware law relating to the validity of the trust preferred securities, the enforceability of the applicable trust agreement and the creation of each trust will be passed upon for Mellon Financial Corporation and for the trusts by Richards Layton & Finger, special Delaware counsel to Mellon Financial Corporation and the trusts.

Unless the applicable prospectus supplement indicates otherwise, the validity of the securities to be issued under this prospectus, except for those matters with respect to the validity of the trust preferred securities passed

3

upon by Richards Layton & Finger, will be passed upon for us by Carl Krasik, General Counsel and Secretary of Mellon Financial Corporation, One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and for the underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.

Mr. Krasik is a shareholder of Mellon Financial Corporation and holds options to purchase additional shares of Mellon Financial Corporation’s common stock. Sullivan & Cromwell will rely on the opinion of Mr. Krasik as to all matters of Pennsylvania law. Sullivan & Cromwell from time to time performs legal services for us.

EXPERTS

The audited consolidated financial statements of Mellon Financial Corporation and subsidiaries incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2005 and Mellon Financial Corporation’s management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 included therein, have been audited by KPMG LLP, independent registered public accountants, as set forth in their reports with respect thereto, and are incorporated by reference herein in reliance upon KPMG LLP as experts in accounting and auditing. Subsequent audited consolidated financial statements of Mellon Financial Corporation and subsidiaries, Mellon Financial Corporation’s management’s assessment of the effectiveness of internal control over financial reporting as of the dates of such financial statements and the reports thereon will also be incorporated by reference in this prospectus in reliance upon the authority of the firm providing such reports as experts in doing so to the extent said firm has audited those consolidated financial statements and management’s assessments and consented to the use of their reports thereon in this prospectus.

4

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement and the accompanying prospectus. You must not rely on any unauthorized information or representations. This prospectus supplement and the accompanying prospectus are an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is current only as of its date.

TABLE OF CONTENTS

Prospectus Supplement

	Page
Summary Information	S-1
Risk Factors	S-31
Recent Developments	S-39
Mellon	S-40
Bank of New York	S-40
The Trust	S-40
Use of Proceeds	S-42
Regulatory Considerations	S-43
Accounting Treatment; Regulatory Capital	S-44
Mellon Capitalization	S-45
Bank of New York Capitalization	S-46
Bank of New York and Mellon Pro Forma Combined Capitalization	S-48
Mellon and Subsidiaries Consolidated Selected Historical Financial Data	S-49
Bank of New York Consolidated Selected Historical Financial Data	S-51
Mellon Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements	S-53
Bank of New York Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements	S-53
Description of the PCS	S-54
Description of the Stock Purchase Contracts	S-80
Certain Other Provisions of the Stock Purchase Contract Agreement and the Collateral Agreement	S-84
Description of the Junior Subordinated Notes	S-86
Description of the Guarantee	S-106
Relationship among PCS, Junior Subordinated Notes, Stock Purchase Contracts and Guarantee	S-109
Description of the Preferred Stock	S-112
Replacement Capital Covenant	S-120
Book-Entry System	S-122
Certain U.S. Federal Income Tax Consequences	S-127
ERISA Considerations	S-134
Underwriting	S-137
Validity of Securities	S-141
Experts	S-141
Where You Can Find More Information	S-141
Index of Defined Terms	S-143
Prospectus
About This Prospectus	1
Where You Can Find More Information	1
Forward-Looking Statements	2
Mellon Funding Corporation	2
The Trusts	3
Ratios of Earnings to Fixed Charges	3
Use of Proceeds	3
Validity of Securities	3
Experts	4

500,000 Normal PCS

Mellon Capital IV

6.244% Fixed-to-Floating Rate Normal PCS

(liquidation amount $1,000 per security)

fully and unconditionally guaranteed, as described herein, by

Mellon Financial Corporation

Goldman, Sachs & Co.

Morgan Stanley

Barclays Capital

Credit Suisse

JPMorgan

Citi

Merrill Lynch & Co.

BNY Capital Markets, Inc.