EXHIBIT 4.5
6.70% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES 6,
OF
MERRILL LYNCH & CO., INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP
59022 Y 865
SEE REVERSE FOR CERTAIN DEFINITIONS
This
certifies that MELLON INVESTOR SERVICES, as depositary, is the registered owner of
SHARES ( ) fully paid and non-assessable shares of Non-Cumulative Perpetual Preferred
Stock, Series 6, par value $1.00 per share, of Merrill Lynch & Co., Inc., a Delaware corporation
(the “Corporation”), transferable upon the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate shall not be valid unless countersigned and registered by the Transfer Agent
and Registrar.
Dated:
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MERRILL LYNCH & CO., INC. |
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By: |
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E. Stanley O’Neal |
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Chairman of the Board and |
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Chief Executive Officer |
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By: |
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Judith A. Witterschein |
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Secretary |
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| Countersigned and Registered: |
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MELLON INVESTOR SERVICES,
Transfer Agent and Registrar |
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By |
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Authorized Officer
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[REVERSE OF CERTIFICATE]
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.
EXPLANATION OF ABBREVIATIONS
The following abbreviations when used in the form of ownership on the face of this certificate
shall be construed as though they were written out in full according to applicable laws or
regulations. Abbreviations in addition to those appearing below may be used.
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| Phrase Abbreviation |
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Equivalent |
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Phrase Abbreviation |
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Equivalent |
JT TEN
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As joint tenants,
with right of
survivorship and not as
tenants in common
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TEN BY ENT
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As tenants by
the entireties |
TEN IN COM
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As tenants in common
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UNIF GIFT MIN ACT
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Uniform Gifts
to Minors Act |
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Word |
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Word |
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| Word Abbreviation |
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Equivalent |
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Abbreviation |
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Equivalent |
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Abbreviation |
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Equivalent |
ADM
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Administrator(s)
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EST
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Estate, of
Estate
of
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PAR
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Paragraph |
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Administratrix
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EX
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Executor(s),
Executrix
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PL
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Public Law |
AGMT
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Agreement
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FBO
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For the
benefit
of
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TR
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(As)
trustee(s),
for, of |
ART
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Article
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FDN
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Foundation
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U
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Under |
CH
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Chapter
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GDN
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Guardian(s)
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UA
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Under
agreement |
CUST
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Custodian for
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GDNSHP
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Guardianship
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UW
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Under will of,
Of will of, |
DEC
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Declaration
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MIN
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Minor(s)
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Under last
will & testament |
For value received, hereby sell(s), assign(s) and
transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
Shares of the capital stock represented by the
within Certificate, and do(es) 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
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NOTICE: The signature to the
assignment must correspond
with the name as written upon
the face of this Certificate
in every particular, without
alteration or enlargement or
any change whatsoever. |
SIGNATURE GUARANTEED |
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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.
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