Brain images were obtained from 133 healthy people of ages 61-85 years who completed 20 tests of information processing speed, intelligence, frontal and executive function, memory, and vocabulary. Structural equation models examined relationships between cognitive test scores, ages and measurements of global age-associated atrophy, white matter lesions, and cerebral blood flow. These neurophysiological measures jointly account for all age-related variance in information processing speed. Speed entirely mediated relationships between neurophysiological measures and memory and partly mediated relationships between neurophysiological measures and intelligence and frontal function. Neurophysiological measures, but not calendar age, accounted for vocabulary scores. Cognitive slowing was responsible for some, but not all, age-related declines in mental function. Age-related declines in intelligence, frontal function, and speed were due to changes in different functional systems. © 2007 American Psychological Association.