EXHIBIT 4.2
[LOGO]
MERRILL LYNCH & CO., INC.
MEMBER SHARES
PA
9% Cumulative
Preferred Stock, CUSIP
Series A SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
fully paid and non-assessable shares of 9% Cumulative Preferred Stock, Series A,
par value $11.00 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 is not valid unless countersigned and registered by the
Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signature of
its duly authorized officers.
Dated:
Countersigned and Registered:
Citibank, N.A.
Transfer Agent
and Registrar
Authorized Officer
[SEAL]
Secretary Chairman of the Board
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.
Phrase Abbreviation Equivalent
JT TEN As joint tenants,with right of survivorship
and not as tenants in common
TEN IN COM As tenants in common
Phrase Abbreviation Equivalent
TEN BY ENT As tenants by the entireties
UNIF GIFT MIN ACT Uniform Gifts to Minors Act
Word Word Word
Abbreviation Equivalent Abbreviation Equivalent Abbreviation Equivalent
ADM Administrator(s) EST Estate, Of estate of PAR Paragraph
Administratix EX Executor(s), Executrix PL Public Law
AGMT Agreement FBO For the benefit of TR (As) trustee(s), for, of
ART Article FDN Foundation U Under
CH Chapter GDN Guardian(s) UA Under agreement
CUST Custodian for GDNSHP Guardianship UW Under will of, Of will of,
DEC Declaration MIN Minor(s) Under last will & testament
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For value received.........................hereby sell, assign and transfer unto
[RIGHT ARROW]
................................................................................
Please print or type write name and address of assignee
................................................................................
................................................................................
[RIGHT ARROW]
................................................................................
Please insert Social Security or other identifying number 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......................
X............................................
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
WHATSOEVER.
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.