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Exhibit
4.25
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.
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| REGISTERED |
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REGISTERED |
| No.
-1- |
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$250,000,000 |
| CUSIP:
585515 AG 4 |
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x GLOBAL
SECURITY |
MELLON FUNDING
CORPORATION
5.20% 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,
semiannually on May 15 and November 15 in each year,
commencing on November 15, 2007, at the rate of 5.20% per
annum, 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 the rate of 5.20% per annum 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 the May 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.
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 $2,000 and 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 Registered Security or Registered Securities of
this series are issued in exchange for this Global Security after
the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening
of business at such office or agency on the related Interest
Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest or interest on
Defaulted Interest, as the case may be, accrued interest will not
be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Holder
hereof, and the Holder hereof will undertake in such circumstances
to credit such interest to the account or accounts of the Persons
who were the beneficial owners of any portion of this Global
Security on such Regular Record Date or Special Record Date, as the
case may be.
If this Security is a Global Security,
payment of the principal of and any premium or interest hereon will
be made on each Interest Payment Date and at the Maturity Date, as
the case may be, by the Trustee by wire transfer of immediately
available funds, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts, to an account of the registered Holder
hereof at the Federal Reserve Bank of New York, provided ,
that, payment at the Maturity Date hereof shall be made against
presentation of this Security at the office of the Trustee,
currently located at 101 Barclay Street, New York, New York 10286.
If this Security is not a Global Security, (i) the principal
of and any interest and
premium hereon payable at the Maturity
Date hereof will be paid in immediately available funds, in such
coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts,
against presentation of this Security at the aforementioned office
of the Trustee, and (ii) all interest payments hereon other
than interest due at the Maturity Date hereof will be made by check
drawn on the Trustee and mailed by the Trustee to the person
entitled thereto as provided herein, provided , that Holders
of $10,000,000 or more in aggregate principal amount of Securities
of this series shall be entitled to receive such payments by wire
transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the Trustee
not less than 16 days prior to the applicable Interest Payment
Date.
Reference is hereby made to the further
provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as
if set forth at this place.
This Security is not a deposit and is
not insured by any federal agency.
Unless the certificate of authentication
hereon has been executed by the Trustee referred to on the reverse
hereof, or by an Authenticating Agent, by manual signature, neither
this Security nor the
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