[Form of Preferred Stock Certificate] Exhibit 4 (d) __________ PREFERRED STOCK, SERIES ____ __________PREFERRED STOCK, SERIES ____ MERRILL LYNCH & CO., INC. Number Shares --------------------------- -------------------------- CUSIP THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NEW YORK SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT Is the owner of FULLY-PAID AND NON-ASSESSABLE SHARES, PAR VALUE $1.00 PER SHARE OF _____________ PREFERRED STOCK, SERIES _____, OF MERRILL LYNCH & CO., INC. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate property endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the corporation and the facsimile signatures of its duly authorized officers. DATED COUNTERSIGNED AND REGISTERED ------------------------- _______________, TRANSFER AGENT AND REGISTRAR CHAIRMAN OF THE BOARD By: ---------------------------- ------------------------- AUTHORIZED OFFICER SECRETARY MERRILL LYNCH & CO., INC. MERRILL LYNCH & CO., INC. WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH MERRILL LYNCH & CO., INC. IS AUTHORIZED TO ISSUE AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF MERRILL LYNCH & CO., INC. OR TO THE TRANSFER AGENT. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT ACT _______________________Custodian ________________________ (Cust) (Minor) under Uniform Gifts to Minor Act______________________________________________________ (State) Additional abbreviations may also be used though not in the above list. For value received,___________________________________________ hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares - -------------------------------------------------------------------------- of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney - ------------------------------------------------------------------------ to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated ------------------------------------- ------------------------------------------------------------------ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER SIGNATURE GUARANTEED BY: - ------------------------------------------- NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.