THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Mellon Financial Corporation (MEL)

3/15/2006 Proxy Inormation

Certain directors and executive officers of the Corporation and their associates (including entities of which directors of the Corporation are officers) were customers of and had transactions with one or more of the Banks or other subsidiaries of the Corporation in the ordinary course of business during 2005. Similar transactions may be expected to take place in the future. Loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility, nor did they present other unfavorable features. The Banks and other subsidiaries, in the ordinary course of business, also engage in purchases and sales of government and municipal securities and in other banking, trust, investment management, brokerage, mutual fund, money market, interest rate risk and foreign exchange transactions with certain directors and executive officers of the Corporation and their associates (including entities of which directors of the Corporation are officers). In addition, the Banks and other subsidiaries, in the ordinary course of business, act as transfer and exchange agent for and as fiduciaries, custodians or recordkeepers under various employee benefit plans, trusts, endowments and foundations of and as investment managers and providers of cash management, benefit payment, transition, performance analytics and securities lending services and software for investment management processes to certain customers (and related employee benefit plans, trusts, endowments and foundations), officers of which are directors of the Corporation and of Mellon Bank.

During 2005, the purchase of goods and services, or the lease of property, by the Corporation, the Banks or other subsidiaries of the Corporation in the ordinary course of business included transactions with various director-related companies. The amounts involved in these transactions were in no case material in relation to the business of the Corporation. It is also believed that the amounts involved in such transactions, as well as the transactions themselves, were not material in relation to the business of any such director-related company and that no director had a material interest in any such transaction.

3/11/2005 Proxy Information

Certain directors and executive officers of the Corporation and their associates were customers of and had transactions with one or more of the Banks or other subsidiaries of the Corporation in the ordinary course of business during 2004. Similar transactions may be expected to take place in the future. Loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility, nor did they present other unfavorable features. The Banks and other subsidiaries, in the ordinary course of business, also engage in purchases and sales of government and municipal securities and in other banking, investment management, brokerage, mutual fund, money market, interest rate risk and foreign exchange transactions with certain directors and executive officers of the Corporation and their associates. In addition, the Banks and other subsidiaries act as transfer agent for and as fiduciaries, custodians or recordkeepers under various employee benefit plans of and as investment managers and providers of cash management and securities lending services to certain customers, officers of which are directors of the Corporation and of Mellon Bank.

On April 29, 2002, Mellon Bank and Gumberg Associates — Chapel Square entered into a five-year lease pursuant to which Mellon Bank, as lessee, rents space at the Waterworks Mall in Pittsburgh, Pennsylvania, as a private banking center. Mellon Bank makes monthly rental and related payments of approximately $6,000 to Gumberg Associates — Chapel Square under this lease. Ira J. Gumberg, a director of the Corporation, is a 1% General Partner and a 40 2/3% Limited Partner in Gumberg Associates — Chapel Square. The annual rental payments under this lease represent less than 1% of the aggregate annual revenues of the Waterworks Mall shopping complex.

During 2004, the purchase of goods and services, or the lease of property, by the Corporation, the Banks or other subsidiaries of the Corporation in the ordinary course of business included transactions with various director-related companies. The amounts involved in these transactions were in no case material in relation to the business of the Corporation. It is also believed that the amounts involved in such transactions, as well as the transactions themselves, were not material in relation to the business of any such director-related company and that no director had a material interest in any such transaction.

Ira Gumberg, a Director of our company, is President and Chief Executive Officer of J.J. Gumberg Co., a real estate development and investment company. J.J. Gumberg manages numerous shopping centers, 12 of which contain stores of our company. The owners of the various shopping centers managed by J.J. Gumberg Co. are separate legal entities (individually referred to as "shopping center entity") in which Mr. Gumberg or his immediate family may have some investment interest. Four of the leases were entered into after Mr. Gumberg became a director of our company and are on terms no less favorable to our company than could have been obtained from an unrelated party. The aggregate rent and related occupancy charges paid by the company during fiscal 2004, 2003 and 2002 to the shopping center entities for various stores under lease amounted to $1.6 million, $1.4 million and $1.3 million respectively. In fiscal 2004, the payments of $1.6 million to J.J. Gumberg, as agent, did not exceed 2% of such company's gross revenue, nor did any single shopping center entity receive any payments from us in excess of $1 million dollars. Two of the shopping centerentities leasing to the company are partnerships solely owned by Mr. Gumberg and members of his family.

3/12/2004 Proxy Information

Certain directors and executive officers of the Corporation and their associates were customers of and had transactions with one or more of the Banks or other subsidiaries of the Corporation in the ordinary course of business during 2003. Similar transactions may be expected to take place in the future. Loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility, nor did they present other unfavorable features. The Banks and other subsidiaries, in the ordinary course of business, also engage in purchases and sales of government and municipal securities and in other banking, investment management, brokerage, money market, interest rate risk and foreign exchange transactions with certain directors and executive officers of the Corporation and their associates. In addition, the Banks and other subsidiaries act as transfer agent for and as fiduciaries, custodians or recordkeepers under various employee benefit plans of and as investment managers and providers of cash management and securities lending services to certain customers, officers of which are directors of the Corporation and of Mellon Bank.

During 2003, the purchase of goods and services, or the lease of property, by the Corporation, the Banks or other subsidiaries of the Corporation in the ordinary course of business included transactions with various director-related companies. The amounts involved in these transactions were in no case material in relation to the business of the Corporation. It is also believed that the amounts involved in such transactions, as well as the transactions themselves, were not material in relation to the business of any such director-related company and that no director had a material interest in any such transaction. On April 29, 2002, Mellon Bank and Gumberg Associates — Chapel Square entered into a five-year lease pursuant to which Mellon Bank, as lessee, rents space at the Waterworks Mall in Pittsburgh, Pennsylvania, as a private banking center. Mellon Bank makes monthly rental and related payments of approximately $6,000 to Gumberg Associates — Chapel Square under this lease. Ira J. Gumberg, a director of the Corporation, is a 1% General Partner and a 40 2/3% Limited Partner in Gumberg Associates — Chapel Square. The annual rental payments under this lease represent less than 1% of the aggregate annual revenues of the Waterworks Mall shopping complex. The Corporation paid approximately $230,000 to the law firm of O’Melveny & Myers in connection with legal services performed for the Corporation during 2003 which amount represents approximately one twenty-fifth of 1% of the firm’s revenues for its most recent fiscal year. Edward J. McAniff, a director of the Corporation, is Of Counsel to O’Melveny & Myers. Mr. McAniff does not perform any legal services for the Corporation. Under the terms of his arrangement with O’Melveny & Myers, Mr. McAniff receives a fixed dollar retirement payment from the firm that is not related to any fees paid by the Corporation.

3/7/2003 Proxy Information

Certain directors and executive officers of the Corporation and their associates were customers of and had transactions with one or more of the Banks or other subsidiaries of the Corporation in the ordinary course of business during 2002. Similar transactions may be expected to take place in the future. Loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility, nor did they present other unfavorable features. The Banks, in the ordinary course of business, also engage in purchases and sales of government and municipal securities and in other banking, investment management, money market, interest rate risk and foreign exchange transactions with certain directors and executive officers of the Corporation and their associates. In addition, the Banks and other subsidiaries act as transfer agent for and as fiduciaries, custodians or recordkeepers under various employee benefit plans of and as investment managers and providers of cash management and securities lending services to certain customers, officers of which are directors of the Corporation and of Mellon Bank.

During 2002, the purchase of goods and services, or the lease of property, by the Corporation, the Banks or other subsidiaries of the Corporation in the ordinary course of business included transactions with various director-related companies. The amounts involved in these transactions were in no case material in relation to the business of the Corporation. It is also believed that the amounts involved in such transactions, as well as the transactions themselves, were not material in relation to the business of any such director-related company and that no director had a material interest in any such transaction. On April 29, 2002, Mellon Bank and Gumberg Associates — Chapel Square entered into a five-year lease pursuant to which Mellon Bank, as lessee, rents space at the Waterworks Mall in Pittsburgh, Pennsylvania, as a private banking center. Mellon Bank makes monthly rental payments of $5,184 to Gumberg Associates — Chapel Square under this lease. Ira J. Gumberg, a director of the Corporation, is a 1% General Partner and a 40 2/3% Limited Partner in Gumberg Associates — Chapel Square. The annual rental payments under this lease represent less than 1% of the aggregate annual revenues of the Waterworks Mall shopping complex. The Corporation paid approximately $125,000 to the law firm of O’Melveny & Myers in connection with legal services performed for the Corporation during 2002 which amount represents approximately one-fortieth of 1% of the firm’s revenues for its most recent fiscal year. Edward J. McAniff, a director of the Corporation, is Of Counsel to O’Melveny & Myers. Mr. McAniff does not perform any legal services for the Corporation. Under the terms of his arrangement with O’Melveny & Myers, Mr. McAniff receives a fixed dollar retirement payment from the firm that is not related to any fees paid by the Corporation.