MELLON FINANCIAL CORPORATION

MELLON FUNDING CORPORATION

UNDERWRITING AGREEMENT

STANDARD PROVISIONS

From time to time [Mellon Funding Corporation, a Pennsylvania corporation or Mellon Financial Corporation, a Pennsylvania corporation registered as a financial holding company and a bank holding company under the Bank Holding Company Act] (the Company), [and 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),] may enter into one or more underwriting agreements that provide for the sale of designated securities to the several underwriters named therein. The standard provisions set forth herein may be incorporated by reference in any such underwriting agreement (an Underwriting Agreement). The Underwriting Agreement, including the provisions incorporated therein by reference, is herein referred to as this Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined.

ARTICLE I.

Section 1.1 The Company proposes to issue from time to time securities consisting of [title of issue] (the Securities) to be issued pursuant to [relevant authorizing documents], among the Company, [parties to issue]. The Securities will have [description of terms of issue].

Section 1.2 The Company [and the Guarantor] have filed with the Securities and Exchange Commission (the Commission) a registration statement, including a prospectus relating to the Securities [and to the unconditional guarantee by the Guarantor of payment of principal, premium, if any, and interest, if any (the Guarantees)], and will prepare and file a prospectus supplement specifically relating to the Offered Securities [and related Guarantees (the Offered Guarantees)] in accordance with Section 6.1(a) hereof. The term Registration Statement means the registration statement as amended to the date of the Underwriting Agreement. If the Company [and the Guarantor] have filed an abbreviated registration statement to register additional Securities and Guarantees pursuant to Rule 462(b) under the Securities Act of 1933 (the Securities Act), then any reference herein to the term Registration Statement shall be deemed to include such a registration statement filed pursuant to Rule 462(b). The term Basic Prospectus means the prospectus included in the Registration Statement. The term Prospectus means the Basic Prospectus together with the prospectus supplement specifically relating to the Offered Securities [and Offered Guarantees] as filed with the Commission pursuant to Rule 424. The term preliminary prospectus means a preliminary prospectus supplement specifically relating to the Offered

Securities [and Offered Guarantees] together with the Basic Prospectus. As used herein, the terms Registration Statement, Basic Prospectus, Prospectus and preliminary prospectus shall include in each case the material, if any, incorporated by reference therein.

Section 1.3 The term Underwriters Securities means the Offered Securities to be purchased by the Underwriters herein. The term Contract Securities means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below.

ARTICLE II.

Section 2.1 If the Prospectus provides for sales of Offered Securities pursuant to delayed delivery contracts, the Company hereby authorizes the Underwriters to solicit offers to purchase Contract Securities on the terms and subject to the conditions set forth in the Prospectus pursuant to delayed delivery contracts substantially in the form of Schedule I attached hereto (Delayed Delivery Contracts) but with such changes therein as the Company may authorize or approve. Delayed Delivery Contracts are to be with institutional investors approved by the Company and of the types set forth in the Prospectus. On the Closing Date (as hereinafter defined), the Company will pay the manager of the Underwriters (the Manager) as compensation, for the accounts of the Underwriters, the fee set forth in the Underwriting Agreement in respect of the principal amount of Contract Securities. The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts.

Section 2.2 If the Company executes and delivers Delayed Delivery Contracts with institutional investors, the Contract Securities shall be deducted from the Offered Securities to be purchased by the several Underwriters, and the aggregate principal amount of Offered Securities to be purchased by each Underwriter shall be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriters name in the Underwriting Agreement, except to the extent that the Manager determines that such reduction shall be otherwise and so advises the Company.

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