EXHIBIT 99.2
All
capitalized terms in this legend have the meanings defined in the
Certificate of Designations of Merrill Lynch & Co., Inc.
(the “Company”) for the 6.25% Noncumulative Perpetual Preferred
Stock, Series 7. Transfers in violation of the
restrictions described above shall be void ab initio.
The
Company will furnish to the holder hereof upon request and without charge a complete written
statement of the terms and conditions of the 6.25% Noncumulative Perpetual Preferred Stock, Series 7.
Requests for such statement may be directed to the Secretary of the
Company.
[FORM OF FACE OF RECEIPT]
DR-
CERTIFICATE FOR NOT MORE THAN 2,000,000 DEPOSITARY SHARES
CUSIP
RECEIPT FOR DEPOSITARY SHARES,
EACH REPRESENTING 1/40 OF A SHARE OF 6.25% NONCUMULATIVE
PERPETUAL PREFERRED STOCK, SERIES 7
MERRILL
LYNCH & CO., INC.
Mellon Investor Services LLC, as Depositary (the “Depositary”), hereby certifies that
is the registered owner of DEPOSITARY SHARES (“Depositary
Shares”), each Depositary Share representing 1/40 of one share
of 6.25% Noncumulative Perpetual Preferred Stock, Series 7,
$1.00 par value per share (the “Shares”), of the Company, on deposit with the
Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of
March 18, 2005 (the “Deposit Agreement”), among First
Republic Bank, the Depositary and the holders from time
to time of Receipts for Depositary Shares, as assumed by the Company. By accepting this Receipt, the holder hereof becomes a
party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This
Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the
Deposit Agreement unless it shall have been executed by the Depositary by the manual or facsimile
signature of a duly authorized officer or, if a Registrar in respect of the Receipts (other than
the Depositary) shall have been appointed, by the manual signature of a duly authorized officer of
such Registrar.
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By:
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]
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By: |
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Authorized Signatory |
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[FORM OF REVERSE RECEIPT]
MERRILL
LYNCH & CO., INC. WILL FURNISH WITHOUT CHARGE TO EACH REGISTERED HOLDER OF RECEIPTS WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OF THE
CERTIFICATES OF DESIGNATIONS FOR THE 6.25% NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES 7 OF THE
COMPANY. ANY SUCH REQUEST
SHALL BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.
The following abbreviations when used in the instructions on the face of this receipt shall be
construed as though they were written out in full according to applicable laws or regulations.
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As tenant in common |
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UNIF GIFT MIN
ACT – Custodian |
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(Cust)
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(Minor) |
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| TEN ENT - |
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As tenants by the entireties |
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Under Uniform Gifts to Minors Act |
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(State) |
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JT TEN -
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As joint tenants
with right of
survivorship and
not as tenants in
common
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Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
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
Depositary Shares represented by the within Receipt, and do hereby irrevocably
constitute and appoint Attorney to transfer the said Depositary Shares on the books of
the within named Depositary with full power of substitution in the premises.
Dated: