Brown & Company to Acquire Online Broker Dreyfus Brokerage Services.

Business Editors

BOSTON--(BUSINESS WIRE)--December 21, 2001

Brown & Company, the online brokerage unit of J.P. Morgan Chase & Co. (NYSE: JPM), has signed a definitive agreement to acquire Dreyfus Brokerage Services, Inc. (DBS), the online trading business of Mellon Financial Corporation (NYSE: MEL). The acquisition includes approximately 75,000 accounts and approximately $6 billion of assets in safekeeping. Terms of the all-cash deal, expected to close in early 2002 pending necessary regulatory approvals, were not disclosed.

The proposed acquisition will supplement Brown & Company's current assets and customer base and enhance Brown & Company's position in the online brokerage arena.

Brown & Company and DBS will work together to ensure a seamless transition for customers, who can expect continued quality service and competitive trading commissions.

"This acquisition will increase our market share in the active, experienced investor marketplace," said Elizabeth J. Fisher, president and chief executive officer of Brown & Company. "We're committed to growing this business and look forward to welcoming Dreyfus investors to what Brown & Company investors have always valued: $5 trades and noted outstanding customer service."

"This transaction is part of the continued sharpening of our strategic focus," said Stephen E. Canter, Mellon vice chairman and chairman and chief executive officer of The Dreyfus Corporation. "Since DBS and Brown & Company are both major players in the active trader end of the online brokerage business, this agreement is a natural fit. The combined organization certainly will have the necessary resources to ensure a continuity of high quality service."

Brown & Company (www.brownco.com) was recently named "Best of the Web" by Forbes.com in its annual survey (February 2001) and ranked #1 for Overall Excellence in Bankrate.com's Online Brokerage Survey (2001). Brown & Company, a wholly-owned subsidiary of J.P. Morgan Chase & Co., is the seventh largest online brokerage firm nationwide. Brown & Company is a deep discount broker for experienced investors who make their own investment decisions, and who are willing and able to manage their own accounts. It is headquartered in Boston, Mass.

J.P. Morgan Chase & Co. is a leading global financial services firm with assets of more than $700 billion and operations in more than 50 countries. With relationships with over 99% of the Fortune 1000 companies, the firm is a leader in investment banking, asset management, private banking, private equity, custody and transaction services, retail and middle market financial services, and e-finance. A component of the Dow Jones Industrial Average, JPMorgan Chase is headquartered in New York and serves more than 30 million consumer customers and the world's most prominent corporate, institutional and government clients. Information about JPMorgan Chase is available on the Internet at www.jpmorganchase.com.

Mellon Financial Corporation is a global financial services company. Headquartered in Pittsburgh, Mellon is one of the world's leading providers of financial services for affluent individuals and institutions and corporations, providing private wealth management, institutional asset management, mutual funds, trust and custody, benefits consulting and administration, investor services and cash management. Mellon has more than $2.6 trillion in assets under management, administration or custody, including more than $545 billion under management. Its asset management companies include The Dreyfus Corporation and U.K.- based Newton Investment Management.

This Press Release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The most significant among these risks and uncertainties are: (1) the timing and closing of the transaction described in this Press Release; and (2) the approval of the transaction by regulatory agencies.