UNDERWRITING AGREEMENT

November 3, 2003

Mellon Funding Corporation

Mellon Financial Corporation,

One Mellon Center,

500 Grant Street,

Pittsburgh, Pennsylvania 15258.

Ladies and Gentlemen:

Citigroup Global Markets Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, J.P. Morgan Securities Inc. and Mellon Financial Markets, LLC, as Underwriters (the Underwriters), understand that Mellon Funding Corporation, a Pennsylvania corporation (the Company), proposes to issue and sell $250,000,000 aggregate principal amount of 5.50% Subordinated Notes due 2018 (the Offered Securities), which are to be unconditionally guaranteed on a subordinated basis, as described in the Prospectus Supplement and Prospectus referred to below as to payments of principal, premium, if any, and interest, if any, by Mellon Financial Corporation, a Pennsylvania corporation registered as a financial holding company and a bank holding company under the Bank Holding Company Act (the Guarantor). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell, the Guarantor agrees to guarantee on a subordinated basis, and the Underwriters agree to purchase, severally and not jointly, the principal amounts of such Offered Securities set forth opposite their names on Schedule A hereto at 98.909% of their principal amount, yielding total proceeds at closing of $247,272,500.

The Underwriters will pay for such Offered Securities in immediately available funds upon delivery thereof at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, at 10:00 a.m. (local time) on November 6, 2003, or at such other time, not later than November 6, 2003, as will be designated by the Underwriters.

The Offered Securities will have the terms set forth in the Companys and the Guarantors Prospectus Supplement, dated November 3, 2003, and the Prospectus, dated August 21, 2003, particularly as follows:

All the provisions contained in the documents entitled Mellon Funding Corporation Underwriting Agreement Standard Provisions (Debt), dated March 24, 2000, a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein.

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Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the appropriate space set forth below. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

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SCHEDULE A

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