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FORM OF FLOATING RATE SENIOR NOTE DUE 2014

Promissory Note

FORM OF FLOATING RATE SENIOR NOTE DUE 2014 | Document Parties: BANK OF NEW YORK | MELLON FUNDING CORPORATION You are currently viewing:
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BANK OF NEW YORK | MELLON FUNDING CORPORATION

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Title: FORM OF FLOATING RATE SENIOR NOTE DUE 2014
Governing Law: Pennsylvania     Date: 5/21/2007
Industry: Investment Services     Sector: Financial

FORM OF FLOATING RATE SENIOR NOTE DUE 2014, Parties: bank of new york , mellon funding corporation
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Exhibit 4.26

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES OF THIS SERIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFEROR TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF SUCH A TRANSFEREE OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF SUCH A TRANSFEROR AND ANY PAYMENT IS MADE TO SUCH A TRANSFEREE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, SUCH A TRANSFEROR, HAS AN INTEREST HEREIN.

 

REGISTERED

   REGISTERED

No. -1-

   $250,000,000

CUSIP: 585515 AH 2

   x GLOBAL SECURITY

MELLON FUNDING CORPORATION

FLOATING RATE SENIOR NOTES DUE 2014

MELLON FUNDING CORPORATION, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION Dollars ($250,000,000) on May 15, 2014 and to pay interest thereon from May 15, 2007 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on February 15, May 15, August 15 and November 15 in each year, commencing August 15, 2007, at a rate per annum for each such Interest Period (as defined below) determined in accordance with the next following paragraph, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at a rate per annum for each Interest Period determined in accordance with the next following paragraph on any overdue principal and premium and on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1, May 1, August 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 


This Security is one of the series of Floating Rate Senior Notes due 2014 (the “Notes”).

The interest rate per annum on the Notes in effect for each day of any Interest Period (as defined below) will be equal to LIBOR (as defined below) plus 0.15%. The interest rate for each Interest Period will be reset on the Interest Payment Date (each such date an “Interest Reset Date”), beginning on May 15, 2007 until Maturity. If any Interest Reset Date is not a Business Day, then the Interest Reset Date will be postponed to the next succeeding Business Day except that if such Business Day is in the next succeeding calendar month, such Interest Reset Date will be the next preceding Business Day.

“Interest Period” means the period beginning on and including May 15, 2007 and ending on and excluding August 15, 2007 and each succeeding period beginning on and including an Interest Payment Date and ending on and excluding the next succeeding Interest Payment Date, and in the case of the last such period, beginning on and including an Interest Payment Date immediately preceding Maturity and ending on and excluding Maturity. If any Interest Payment Date is not a Business Day, the interest payment will be made on the next Business Day. If such next Business Day falls in the next calendar month, principal or interest will be paid on the preceding day that is a Business Day. If Maturity is not a Business Day, then the principal amount of the Notes plus accrued and unpaid interest thereon shall be paid on the next succeeding Business Day and no interest shall accrue for the Maturity or any day thereafter.

“LIBOR” means the rate on the second London Business Day preceding the Interest Reset Date for such Interest Rate Period (the “Interest Determination Date”) determined by Mellon Bank, N.A., acting as calculation agent (the “Calculation Agent”), in accordance with the following provisions:

LIBOR will be determined on the applicable Interest Determination Date on the basis of the offered rate for deposits of U.S. dollars having a maturity of three months, commencing on the first day of the applicable Interest Period, which appears on Reuters Screen LIBOR01 (or such other page as may replace Reuters Screen LIBOR01), as of 11:00 A.M., London time, on such Interest Determination Date. If no such rate appears on Reuters Screen LIBOR01 (or such other page as may replace such page), LIBOR in respect to that Interest Determination Date will be determined in accordance with (2) below.

On any applicable Interest Determination Date on which no offered rates for deposits of U.S. dollars having a maturity of three months appear on Reuters Screen LIBOR01 (or such other page as may replace such page) as described in (1) above, LIBOR will be determined on the basis of the rates at approximately 11:00 A.M., London time, on such Interest Determination Date at which deposits in U.S. dollars having a maturity of three months commencing on the first day of the applicable Interest Period are offered by four major banks in the London interbank market selected by the Calculation Agent to prime banks in the London interbank market and in a principal amount of not less than U.S.$1,000,000 that is representative of a single transaction in such market at such time. The Calculation Agent will request the principal London office of each such bank to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on such Interest Determination Date by three major banks in New York City, selected by the Calculation Agent for loans in U.S. dollars to leading European banks, having a maturity of three months

 


commencing on the first day of the applicable Interest Period and in a principal amount of not less than U.S.$1,000,000 that is representative for a single transaction in such market at such time. Finally, if the three banks selected by the Calculation Agent are not quoting as mentioned above, LIBOR will remain LIBOR then in effect on such Interest Determination Date.

The following terms have the following meanings:

“Business Day” means any day that (a) is not a Saturday or Sunday, (b) in New York, New York, is not a day on which banking institutions generally are authorized or required by law or executive order to close, and (c) is also a London banking day.

“London banking day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

Interest on the Notes will be computed on the basis of the actual number of days in the applicable Interest Period divided by 360. The interest rate on this Security will in no event be higher than the maximum rate permitted by Pennsylvania law, as the same may be modified by United States law of general application. At the request of the Holder hereof, the Calculation Agent will provide the interest rate hereon then in effect and, if different, the interest rate which will become effective as a result of a determination made on the most recent Interest Determination Date. All calculations and determinations made by the Calculation Agent shall, in the absence of manifest error, be conclusive for all purposes and shall be binding on the Company, the Guarantor, the Trustee and the Holders of the Securities.

If this Security is a Global Security (as specified on the face hereof), this Security is exchangeable in whole for definitive Securities of this series in registered form (“Registered Securities”) of like tenor and of an equal aggregate principal amount only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the Trustee a Company Order providing that this Global Security shall be exchangeable for definitive Registered Securities or (iii) any event shall have happened and be continuing which, after notice or lapse of time, or both, would become an Event of Default with respect to the Securities of the series of which this Global Security is a part. In the event this Global Security is exchangeable pursuant to the preceding sentence, it shall be exchanged in whole for definitive Registered Securities of this series, of like tenor and of an equal aggregate principal amount in denominations of U.S. $2,000 and in integral multiples of $1,000 in excess thereof; provided that, in the case of clauses (ii) and (iii) above, definitive Registered Securities of this series will be issued in exchange for this Global Security only if such definitive Registered Securities were requested by written notice to the Security Registrar by or on behalf of a Person who is a beneficial owner of an interest herein given through the Holder hereof. Any definitive Registered Securities of this series issued in exchange for this Global Security shall be registered in the name or names of such Person or Persons as the Holder hereof shall instruct the Security Registrar. Except as provided above, owners of beneficial interests in this Global Security will not be entitled to receive physical delivery of Securities in definitive form and will not be considered the Holders thereof for any purpose under the Indenture.

If this Security is a Global Security, except as provided in the next paragraph, no beneficial owner of any portion of this Global Security shall be entitled to receive payment of accrued interest hereon until this Global Security has been exchanged for one or more definitive Registered Securities of this series, as provided herein and in the Indenture.

If this Security is a Global Security and if a definitive


 
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