EXHIBIT 3(I) - 1ST QTR 3/30/01

EXHIBIT 3(i)

















RESTATED


CERTIFICATE OF INCORPORATION


OF


MERRILL LYNCH & CO., INC.


____________________________




May 3, 2001



RESTATED CERTIFICATE OF INCORPORATION
OF
MERRILL LYNCH & CO., INC.

________________________________


MERRILL LYNCH & CO., INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation is Merrill Lynch & Co., Inc.

2. The date of filing of its original Certificate of Incorporation with the
Secretary of State was March 27, 1973.

3. In accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation duly adopted this Restated Certificate of Incorporation on April 27,
2001, at a meeting duly convened.

4. This Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Certificate of Incorporation of
the Corporation as heretofore amended or supplemented, and there is no
discrepancy between such provisions and the provisions of this Restated
Certificate of Incorporation, except as permitted by Section 245(c) of the
General Corporation Law of the State of Delaware.

5. The text of the Restated Certificate of Incorporation is as follows:




ARTICLE I


NAME


The name of the Corporation is Merrill Lynch & Co., Inc.





ARTICLE II


REGISTERED OFFICE AND REGISTERED AGENT


The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name and address of the Corporation's
registered agent is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801.



ARTICLE III


CORPORATE PURPOSES


The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.




ARTICLE IV


CAPITAL STOCK


SECTION 1. Shares, Classes and Series Authorized. The total number of
shares of all classes of capital stock which the Corporation shall have
authority to issue is three billion, twenty-five million (3,025,000,000) shares,
of which three billion (3,000,000,000) shares shall be Common Stock of the par
value of one dollar and thirty-three and one-third cents ($1.33 1/3) each
(hereinafter called "Common Stock") and twenty-five million (25,000,000) shares
shall be Preferred Stock of the par value of one dollar ($1.00) each
(hereinafter called "Preferred Stock").

The Preferred Stock is hereby authorized to be issued from time to time in
one or more series, the shares of each series to have such voting powers, full
or limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof and may be convertible into, or exchangeable
for, at the option of either the holder or the Corporation or upon the happening
of a specified event, shares of any other class or classes or any other series
of the same or any other class or classes of capital stock of the Corporation at
such price or prices or at such rate or rates of exchange and with such
adjustments as shall be stated and expressed in the Certificate of Incorporation
or in any amendment thereto or in the resolution or resolutions adopted by the
Board of Directors providing for the issue thereof.

SECTION 2. Description of Capital Stock. The following is a description of
each of the classes of capital stock which the Corporation has authority to
issue with the designations, preferences, voting powers and participating,
optional or other special rights and the qualifications, limitations or
restrictions thereof:


THE PREFERRED STOCK


A. RIGHTS AND RESTRICTIONS OF PREFERRED STOCK. Authority is hereby
expressly vested in the Board of Directors of the Corporation, subject to the
provisions of this Article IV and to the limitations prescribed by law, to
authorize the issue from time to time of one or more series of Preferred Stock
and with respect to each such series to fix by resolution or resolutions adopted
by the affirmative vote of a majority of the whole Board of Directors providing
for the issue of such series the voting powers, full or limited, if any, of the
shares of such series and the designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, the
determination or fixing of the following:

(a) The designation of such series.

(b) The dividend rate of such series, the conditions and dates upon which
such dividends shall be payable, the relation which such dividends shall bear to
the dividends payable on any other class or classes or series of the
Corporation's capital stock, and whether such dividends shall be cumulative or
non-cumulative.

(c) Whether the shares of such series shall be subject to redemption for
cash, property or rights, including securities of any other corporation, by the
Corporation at the option of either the Corporation or the holder or both or
upon the happening of a specified event, and, if made subject to any such
redemption, the times or events, prices and other terms and conditions of such
redemption.

(d) The terms and amount of any sinking fund provided for the purchase or
redemption of the shares of such series.

(e) Whether or not the shares of such series shall be convertible into, or
exchangeable for, at the option of either the holder or the Corporation or upon
the happening of a specified event, shares of any other class or classes or of
any other series of the same or any other class or classes of the Corporation's
capital stock, and, if provision be made for conversion or exchange, the times
or events, prices, rates, adjustments and other terms and conditions of such
conversions or exchanges.

(f) The restrictions, if any, on the issue or reissue of any additional
Preferred Stock.

(g) The rights of the holders of the shares of such series upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation.

(h) The provisions as to voting, optional and/or other special rights and
preferences, if any.



Pursuant to the authority conferred by this Section, the following series
of Preferred Stock have been designated, each such series consisting of such
number of shares, with such voting powers and with such designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as are stated and expressed
in the exhibit with respect to such series attached hereto as specified below
and incorporated herein by reference:

Exhibit A Series A Junior Preferred Stock
Exhibit B 9% Cumulative Preferred Stock, Series A
Exhibit C Special Voting Stock


COMMON STOCK


B. RIGHTS AND RESTRICTIONS OF COMMON STOCK. The powers, preferences,
rights, qualifications, limitations or restrictions thereof in respect to the
Common Stock are as follows:

(a) The Common Stock is junior to the Preferred Stock and is subject to all
the powers, rights, privileges, preferences and priorities of the Preferred
Stock as herein or in any resolution or resolutions adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of
Section 2 of this Article.

(b) The Common Stock shall have voting rights for the election of directors
and for all other purposes, each holder of Common Stock being entitled to one
vote for each share thereof held by such holder, except as otherwise required by
law.

C. INCREASE OR DECREASE IN AMOUNT OF AUTHORIZED SHARES. The number of
authorized shares of any class or classes of capital stock of the Corporation
may be increased or decreased by an amendment to this Certificate of
Incorporation authorized by the affirmative vote of the holders of a majority of
the shares of the Common Stock outstanding and entitled to vote thereon and,
except as expressly provided in the Certificate of Incorporation or in any
resolution or resolutions adopted by the Board of Directors pursuant to
authority expressly vested in it by the provisions of Section 2 of this Article
with respect to the Preferred Stock and except as otherwise provided by law, no
vote by holders of capital stock of the Corporation other than the Common Stock
shall be required to approve such action.

D. SHARES ENTITLED TO MORE OR LESS THAN ONE VOTE. If any class or series of
the Corporation's capital stock shall be entitled to more or less than one vote
for any share, on any matter, every reference in this Certificate of
Incorporation and in any relevant provision of law to a majority or other
proportion of stock shall refer to such majority or other proportion of the
votes of such stock.



ARTICLE V


DENIAL OF PREEMPTIVE RIGHTS


No holder of any class of capital stock of the Corporation, whether now or
hereafter authorized, shall be entitled, as such, as a matter of right, to
subscribe for or purchase any part of any new or additional issue of capital
stock of the Corporation of any class whatsoever, or of securities convertible
into or exchangeable for capital stock of the Corporation of any class
whatsoever, whether now or hereafter authorized, or whether issued for cash,
property or services.




ARTICLE VI


RESTRICTION ON DIVIDENDS


Dividends may be declared or paid upon the shares of the Corporation's
capital stock either (1) out of its surplus, determined as provided under the
General Corporation Law of the State of Delaware, or (2) in case there shall be
no such surplus, out of its net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year.

A director shall be fully protected in relying in good faith upon the books
of account or other records of the Corporation or statements prepared by any of
its officials or by independent public accountants or by an appraiser selected
with reasonable care by the Board of Directors as to the value and amount of the
assets, liabilities and/or net profits of the Corporation, or any other facts
pertinent to the existence and amount of surplus or other funds from which
dividends might properly be declared and paid, or with which the Corporation's
capital stock might properly be purchased or redeemed.



ARTICLE VII


STOCKHOLDER VOTE REQUIRED IN CONNECTION
WITH CERTAIN BUSINESS COMBINATIONS


SECTION 1. Vote Generally Required. Notwithstanding anything contained
herein or in the General Corporation Law of the State of Delaware, and subject
to the provisions of Section 3 of this Article VII, the Corporation shall not
(a) merge or consolidate with any one or more corporations, joint-stock
associations or non-stock corporations (other than in a merger not requiring any
vote of stockholders of the Corporation under the General Corporation Law of the
State of Delaware), (b) sell, lease or exchange all or substantially all of its
property and assets, or (c) dissolve, unless the Board of Directors shall, at a
meeting duly called, adopt a resolution, by the affirmative vote of at least
two-thirds (2/3) of the entire Board of Directors, approving such action and
unless such action shall be approved at a meeting by the affirmative vote of the
holders of a majority of the shares of the Common Stock outstanding and entitled
to vote thereon and, except as expressly provided in the Certificate of
Incorporation or in any resolution or resolutions adopted by the Board of
Directors pursuant to authority expressly vested in it by the provisions of
Section 2 of Article IV with respect to the Preferred Stock and except as
otherwise provided by law, no vote by holders of capital stock of the
Corporation other than the Common Stock shall be required to approve such
action.

SECTION 2. Certain Definitions. For the purposes of this Article:

(a) "Business Combination" means:

(i) any merger or consolidation of the Corporation or any Subsidiary with
(a) an Interested Stockholder or (b) any other Person (whether or not itself an
Interested Stockholder) that is, or after such merger or consolidation would be,
an Affiliate or Associate of an Interested Stockholder; or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with, or
proposed by or on behalf of, an Interested Stockholder or an Affiliate or
Associate of an Interested Stockholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value of not less than $100,000,000;
or

(iii) the issuance or transfer by the Corporation or any Subsidiary (in one
transaction or a series of transactions) of any securities of the Corporation or
any Subsidiary to, or proposed by or on behalf of, an Interested Stockholder or
an Affiliate or Associate of an Interested Stockholder in exchange for cash,
securities or other property (or a combination thereof) having an aggregate Fair
Market Value of not less than $100,000,000; or

(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation, or any spinoff or split-up of any kind of the
Corporation or any Subsidiary, proposed by or on behalf of an Interested
Stockholder or an Affiliate or Associate of an Interested Stockholder; or

(v) any reclassification of securities (including any reverse stock split),
or recapitalization of the Corporation, or any merger or consolidation of the
Corporation with any Subsidiary or any other transaction (whether or not with or
into or otherwise involving an Interested Stockholder) that has the effect,
directly or indirectly, of increasing the percentage of the outstanding shares
of (a) any class of equity securities of the Corporation or any Subsidiary or
(b) any class of securities of the Corporation or any Subsidiary convertible
into or exchangeable for equity securities of the Corporation or any Subsidiary,
that are directly or indirectly owned by an Interested Stockholder and all of
its Affiliates and Associates; or

(vi) any agreement, contract or other arrangement providing for any one or
more of the actions specified in clauses (i) through (v) of this Section 2(a).

(b) "Affiliate" or "Associate" have the respective meanings ascribed to
such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect
on January 1, 1986.

(c) "Beneficial Owner" has the meaning ascribed to such term in Rule 13d-3
of the General Rules and Regulations under the Exchange Act, as in effect on
January 1, 1986.

(d) "Continuing Director" means (i) any member of the Board of Directors
who (a) is neither the Interested Stockholder involved in the Business
Combination as to which a determination of Continuing Directors is provided
hereunder, nor an Affiliate, Associate, employee, agent, or nominee of such
Interested Stockholder, or the relative of any of the foregoing, and (b) was a
member of the Board of Directors prior to the time that such Interested
Stockholder became an Interested Stockholder, and (ii) any successor of a
Continuing Director described in clause (i) who is recommended or elected to
succeed a Continuing Director by the affirmative vote of a majority of
Continuing Directors then on the Board of Directors.

(e) "Fair Market Value" means: (i) in the case of stock, the average of the
closing sale prices during the 30-day period immediately preceding the date in
question of a share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not reported on the Composite Tape,
on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Exchange Act on which such stock is listed, or, if such stock is not listed
on any such exchange, the average of the closing bid quotations with respect to
a share of such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any similar interdealer quotation system then in use, or, if no such
quotation is available, the fair market value on the date in question of a share
of such stock as determined by a majority of the Continuing Directors in good
faith; and (ii) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by a
majority of the Continuing Directors in good faith.

(f) "Interested Stockholder" means any person (other than the Corporation
or any Subsidiary, any employee benefit plan maintained by the Corporation or
any Subsidiary or any trustee or fiduciary with respect to any such plan when
acting in such capacity) that:

(i) is, or was at any time within the two-year period immediately prior to
the date in question, the Beneficial Owner of 5% or more of the voting power of
the then outstanding shares of Voting Stock of the Corporation and who did not
become the Beneficial Owner of such amount of Voting Stock pursuant to a
transaction that was approved by the affirmative vote of a majority of the
entire Board of Directors; or

(ii) is an assignee of, or has otherwise succeeded to, any shares of Voting
Stock of the Corporation of which an Interested Stockholder was the Beneficial
Owner at any time within the two-year period immediately prior to the date in
question, if such assignment or succession shall have occurred in the course of
a transaction, or series of transactions, not involving a public offering within
the meaning of the Securities Act of 1933, as amended.

For the purpose of determining whether a Person is an Interested
Stockholder, the outstanding Voting Stock of the Corporation shall include
unissued shares of Voting Stock of the Corporation of which the Interested
Stockholder is the Beneficial Owner but shall not include any other shares of
Voting Stock of the Corporation that may be issuable pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights,
warrants or options, or otherwise, to any Person who is not the Interested
Stockholder.

(g) A "Person" means any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, as well as any
syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange
Act.

(h) "Subsidiary" means any corporation of which the Corporation owns,
directly or indirectly, (i) a majority of the outstanding shares of equity
securities of such corporation, or (ii) shares having a majority of the voting
power represented by all of the outstanding shares of Voting Stock of such
corporation. For the purpose of determining whether a corporation is a
Subsidiary, the outstanding Voting Stock and shares of equity securities thereof
shall include unissued shares of which the Corporation is the Beneficial Owner
but shall not include any other shares of Voting Stock of such corporation that
may be issuable pursuant to any agreement, arrangement or understanding, or upon
the exercise of conversion rights, warrants or options, or otherwise, to any
Person other than the Corporation.

(i) "Voting Stock" means outstanding shares of capital stock of the
relevant corporation entitled to vote generally in the election of directors.

SECTION 3. Greater Vote for Business Combinations. In addition to any
affirmative vote required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of record of outstanding shares representing at
least eighty percent (80%) of the voting power of the then outstanding shares of
the Voting Stock of the Corporation, voting together as a single class, shall be
required to approve any Business Combination. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

SECTION 4. Powers of Continuing Directors. The Continuing Directors shall
have the power and duty to determine, on the basis of information known to them
after reasonable inquiry, all facts necessary to determine compliance with this
Article, including, without limitation, (A) whether a Person is an Interested
Stockholder, (B) the number of shares of Voting Stock of the Corporation
beneficially owned by any Person, (C) whether a Person is an Affiliate or
Associate of another and (D) whether the assets that are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of not less than $100,000,000;
and the good faith determination of the Continuing Directors on such matters
shall be conclusive and binding for all the purposes of this Article.

SECTION 5. No Effect on Fiduciary Obligations. Nothing contained in this
Article shall be construed to relieve the members of the Board of Directors or
an Interested Stockholder from any fiduciary obligation imposed by law.

SECTION 6. Amendment or Repeal. Notwithstanding the fact that a lesser
percentage may be specified by the General Corporation Law of Delaware, the
affirmative vote of the holders of record of outstanding shares representing at
least eighty percent (80%) of the voting power of all the outstanding shares of
the Voting Stock of the Corporation, voting together as a single class, shall be
required to amend, alter or repeal any provision of, or to adopt any provision
or provisions inconsistent with, any provision of this Article.


ARTICLE VIII


CORPORATE EXISTENCE


The Corporation is to have perpetual existence.



ARTICLE IX


NO LIABILITY OF HOLDERS OF CAPITAL STOCK FOR CORPORATE DEBTS


The holders of the capital stock of the Corporation shall not be personally
liable for the payment of the Corporation's debts and the private property of
the holders of the capital stock of the Corporation shall not be subject to the
payment of debts of the Corporation to any extent whatsoever.



ARTICLE X


BOARD OF DIRECTORS

SECTION 1. Powers of Board of Directors. In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors of the
Corporation is expressly authorized:

(a) To make, alter, amend or repeal the By-Laws, except as otherwise
expressly provided in any By-Law made by the holders of the capital stock of the
Corporation entitled to vote thereon. Any By-Law may be altered, amended or
repealed by the holders of the capital stock of the Corporation entitled to vote
thereon at any annual meeting or at any special meeting called for that purpose.

(b) To authorize and cause to be executed mortgages and liens upon the real
and personal property of the Corporation.

(c) To determine the use and disposition of any surplus and net profits of
the Corporation, including the determination of the amount of working capital
required, to set apart out of any of the funds of the Corporation, whether or
not available for dividends, a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.

(d) To designate, by resolution passed by a majority of the whole Board of
Directors, one or more committees, each committee to consist of two or more
directors of the Corporation, which, to the extent provided in the resolution
designating the committee or in the By-Laws of the Corporation, shall, subject
to the limitations prescribed by law, have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or committees shall
have such name or names as may be provided in the By-Laws of the Corporation or
as may be determined from time to time by resolution adopted by the Board of
Directors.

(e) To grant or assume rights or options entitling the holders thereof to
purchase from the Corporation shares of its capital stock of any class or series
(to be evidenced by or in such instrument or instruments as shall be approved by
the Board of Directors); the terms upon which, the time or times at or within
which, the persons to whom, and the price or prices at which any such rights or
options may be issued and any such shares may be purchased from the Corporation
upon the exercise of any such right or option, shall be such as shall be fixed
in a resolution or resolutions adopted by the Board of Directors providing for
the creation and issue of such rights or options. In the absence of actual fraud
in the transaction, the judgment of the Board of Directors as to the
consideration for the issuance of such rights or options and the sufficiency
thereof shall be conclusive. No such rights or options shall be invalidated or
in any way affected by the fact that any director shall be a grantee thereof or
shall vote for the issuance of such rights or options to himself or for any plan
pursuant to which he may receive any such rights or options.

(f) To adopt or assume such plans as may, from time to time, be approved by
it for the purchase by officers or employees of the Corporation and of any
corporation either affiliated with or a subsidiary of the Corporation of shares
of capital stock of the Corporation of any class or series; the terms upon which
and the price or prices at which shares may be purchased from the Corporation
pursuant to such a plan shall be such as shall be fixed by the Board of
Directors in the plan. No such plan which is not at the time of adoption
unreasonable or unfair shall be invalidated or in any way affected because any
director shall be entitled to purchase shares of capital stock of the
Corporation thereunder and shall vote for any such plan.

(g) To adopt or assume and carry out such plans as may from time to time be
approved by it for the distribution among the officers or employees of the
Corporation and of any corporation which is a subsidiary of the Corporation, or
any of them, in addition to their regular salaries or wages, of part of the
earnings of the Corporation and of any corporation which is a subsidiary of the
Corporation, or any of them, in consideration for or in recognition of the
services rendered by such officers or employees or as an inducement to future
efforts. No such plan which is not at the time of adoption or assumption
unreasonable or unfair shaIl be invalidated or in any way affected because any
director shall be a beneficiary thereunder or shall vote for any plan under
which he may benefit or for any distribution thereunder in which he may
participate.

(h) To adopt such pension, retirement, deferred compensation or other
employee benefit plans or provisions as may, from time to time, be approved by
it, providing for pensions, retirement income, deferred compensation or other
benefits for officers or employees of the Corporation and of any corporation
which is a subsidiary of the Corporation, or any of them, in consideration for
or in recognition of the services rendered by such officers or employees or as
an inducement to future efforts. No such plan or provision, which is not at the
time of adoption unreasonable or unfair, shall be invalidated or in any way
affected because any director shall be a beneficiary thereunder or shall vote
for any plan or provision under which he may benefit.

(i) To exercise, in addition to the powers and authorities hereinbefore or
by law conferred upon it, any such powers and authorities and do all such acts
and things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the laws of the State of Delaware and of the
Certificate of Incorporation and of the By-Laws of the Corporation.

SECTION 2. Classified Board. At the 1986 annual meeting of holders of
capital stock of the Corporation, the directors shall be divided into three
classes, with respect to the time that they severally hold office, as nearly
equal in number as possible, with the initial term of office of the first class
of directors to expire at the 1987 annual meeting of holders of capital stock of
the Corporation, the initial term of office of the second class of directors to
expire at the 1988 annual meeting of holders of capital stock of the Corporation
and the initial term of office of the third class of directors to expire at the
1989 annual meeting of holders of capital stock of the Corporation. Commencing
with the 1987 annual meeting of holders of capital stock of the Corporation,
directors elected to succeed those directors whose terms have thereupon expired
shall be elected for a term of office to expire at the third succeeding annual
meeting of holders of capital stock of the Corporation after their election. If
the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain or attain, if possible, the
equality of the number of directors in each class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
If such equality is not possible, the increase or decrease shall be apportioned
among the classes in such a way that the difference in the number of directors
in any two classes shall not exceed one.

SECTION 3. Nominations. Subject to the rights of holders of any series of
Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock) then outstanding, nominations for the election of
directors may be made by the affirmative vote of a majority of the entire Board
of Directors or by any stockholder of record entitled to vote generally in the
election of directors. However, any stockholder of record entitled to vote
generally in the election of directors may nominate one or more persons for
election as directors at a meeting only if written notice of such stockholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not less than 50 days nor more than 75 days prior to the meeting;
provided, that in the event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
meeting was mailed or such public disclosure was made, whichever first occurs.
Each such notice to the Secretary shall set forth: (i) the name and address of
record of the stockholder who intends to make the nomination; (ii) a
representation that the stockholder is a holder of record of shares of the
Corporation's capital stock entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (iii) the name, age, business and residence addresses,
and principal occupation or employment of each proposed nominee; (iv) a
description of all arrangements or understandings between the stockholder and
each proposed nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the
stockholder; (v) such other information regarding each proposed nominee as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission; and (vi) the written consent of
each proposed nominee to serve as a director of the Corporation if so elected.
The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.
The presiding officer of the meeting may, if the facts warrant, determine that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

SECTION 4. Removal of Directors. Subject to the rights of the holders of
any series of Preferred Stock or any other class of capital stock of the
Corporation (other than the Common Stock) then outstanding, (i) any director, or
the entire Board of Directors may be removed from office at any time, but only
for cause, by the affirmative vote of the holders of record of outstanding
shares representing at least 80% of the voting power of all the shares of
capital stock of the Corporation then entitled to vote generally in the election
of directors, voting together as a single class, and (ii) any director may be
removed from office at any time, but only for cause, by the affirmative vote of
a majority of the entire Board of Directors.

SECTION 5. Vacancies. Subject to the rights of the holders of any series of
Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock) then outstanding, any vacancies in the Board of Directors
for any reason, including by reason of any increase in the number of directors,
shall, if occurring prior to the expiration of the term of office of the class
in which such vacancy occurs, be filled only by the Board of Directors, acting
by the affirmative vote of a majority of the remaining directors then in office,
although less than a quorum, and any directors so elected shall hold office
until the next election of the class for which such directors have been elected
and until their successors are elected and qualify.

SECTION 6. Preferred Stock. Whenever the holders of any one or more series
of Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or a special
meeting of holders of capital stock of the Corporation, the nomination,
election, term of office, filling of vacancies and other features of such
directorships shall be governed by this Article X unless expressly otherwise
provided by the resolution or resolutions providing for the creation of such
series.



ARTICLE XI

MEETINGS OF STOCKHOLDERS AND DIRECTORS;
ELECTIONS OF DIRECTORS; CORPORATION BOOKS

SECTION 1. Stockholders' Meetings. Meetings of holders of capital stock of
the Corporation may be held outside the State of Delaware if the By-Laws so
provide. Any action required or permitted to be taken by the holders of capital
stock of the Corporation must be effected at a duly called annual or special
meeting of holders of capital stock of the Corporation and may not be effected
by any consent in writing by such holders. Meetings of holders of capital stock
of the Corporation may be called only by the Board of Directors pursuant to a
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors.

SECTION 2. Directors' Meetings, Consents and Elections. Meetings of the
Board of Directors and of any committee thereof may be held outside the State of
Delaware if the By-Laws so provide. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting as provided by statute, if the By-Laws of the
Corporation so provide. The elections of directors need not be by ballot unless
the By-Laws of the Corporation so provide.

SECTION 3. Books of the Corporation. Except as otherwise provided by law,
the books of the Corporation may be kept outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the By-Laws of the Corporation.



ARTICLE XII


TRANSACTIONS WITH DIRECTORS AND OFFICERS


No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose if (a) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee, and the
Board of Directors or the committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum, or (b)
the material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the stockholders, or (c) the contract or transaction is fair as to
the Corporation as of the time it is authorized, approved or ratified by the
Board of Directors, a committee thereof, or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.



ARTICLE XIII


LIMITATION OF DIRECTORS' LIABILITY; INDEMNIFICATION
BY CORPORATION; INSURANCE

SECTION 1. Limitation of Directors' Liability. (a) No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except, to the
extent provided by applicable law, for liability (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of each director of the
Corporation shall be limited or eliminated to the full extent permitted by the
Delaware General Corporation Law as so amended from time to time.

(b) Neither the amendment nor repeal of this Section 1, nor the adoption of
any provision of the Certificate of Incorporation inconsistent with this Section
1, shall eliminate or reduce the effect of this Section 1, in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Section 1, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.

SECTION 2. Indemnification by Corporation. (a) The Corporation shall
indemnify any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer or
trustee of another corporation, trust or other enterprise, with respect to
actions taken or omitted by such person in any capacity in which such person
serves the Corporation or such other corporation, trust or other enterprise, to
the full extent authorized or permitted by law, as now or hereafter in effect,
and such right to indemnification shall continue as to a person who has ceased
to be a director, officer or trustee, as the case may be, and shall inure to the
benefit of such person's heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any person in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized in advance, or
unanimously consented to, by the Board of Directors of the Corporation. Any
person who is or was a director or officer of a subsidiary of the Corporation
shall be deemed to be serving in such capacity at the request of the Corporation
for purposes of this Section 2.

(b) Directors and officers of the Corporation shall have the right to be
paid by the Corporation expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, advance such expenses to any person who is or was serving at the
request of the Corporation as a director, officer or trustee of another
corporation, trust or other enterprise.

(c) The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation and to any person serving at
the request of the Corporation as an employee or agent of another corporation,
trust or other enterprise.

(d) The rights to indemnification and to the advancement of expenses
conferred in this Section 2 shall not be exclusive of any other right that any
person may have or hereafter acquire under this Restated Certificate of
Incorporation, the by-laws, any statute, agreement, vote of stockholders or
disinterested directors, or otherwise.

(e) Any repeal or modification of this Section 2 by the stockholders of the
Corporation shall not adversely affect any rights to indemnification and to
advancement of expenses that any person may have at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.

SECTION 3. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation or any subsidiary of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation shall have the power to
indemnify him against such liability under the provisions of Section 2 of this
Article XIII.




ARTICLE XIV


COMPROMISE OR ARRANGEMENT BETWEEN CORPORATION
AND ITS CREDITORS OR STOCKHOLDERS


Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.



ARTICLE XV

RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION


The Corporation reserves the right to amend, alter, change or repeal any
provisions contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all the provisions of this Certificate of
Incorporation and all rights and powers conferred in this Certificate of
Incorporation on stockholders, directors and officers are subject to this
reserved power, provided that the affirmative vote of the holders of record of
outstanding shares representing at least 80% of the voting power of all of the
shares of capital stock of the Corporation then entitled to vote generally in
the election of directors, voting together as a single class, shall be required
to amend, alter, change, or repeal any provision of, or to adopt any provision
or provisions inconsistent with, Section 2(A) of Article IV, Article X, Article
XI, Article XIII or this Article XV of this Certificate of Incorporation unless
such amendment, alteration, repeal or adoption of any inconsistent provision or
provisions is declared advisable by the Board of Directors by the affirmative
vote of at least seventy-five percent (75%) of the entire Board of Directors,
notwithstanding the fact that a lesser percentage may be specified by the
General Corporation Law of Delaware, and provided further that any amendment,
alteration, change, repeal or adoption of any provision or provisions
inconsistent with Article VII may only be made in accordance with the provisions
thereof.


IN WITNESS WHEREOF, said MERRILL LYNCH & CO., INC. has caused this
certificate to be signed by the Secretary, with its corporate seal to be
hereunto duly affixed and to be attested by an Assistant Secretary this 3rd day
of May, 2001.




MERRILL LYNCH & CO., INC.

By: /s/ Andrea L. Dulberg
---------------------
Andrea L. Dulberg
Secretary


CORPORATE SEAL


Attest: /s/ Michael A. LaMaina
----------------------
By: Michael A. LaMaina
Assistant Secretary



EXHIBIT A



CERTIFICATE OF DESIGNATION OF THE VOTING POWERS,
DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR
PREFERRED STOCK
_________________________

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
_________________________

We, Stephen L. Hammerman, Executive Vice President and Stephen M.M. Miller,
Secretary of Merrill Lynch & Co., Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
DO HEREBY CERTIFY:

that, pursuant to authority conferred upon the Board of Directors of the
Corporation by its Restated Certificate of Incorporation (the "Certificate"),
and, pursuant to the provisions of Section 151 of the General Corporation Law of
the State of Delaware, said Board of Directors, at a duly called meeting held on
December 16, 1987, at which a quorum was present and acted throughout, adopted
the following resolutions, which resolutions remain in full force and effect on
the date hereof creating a series of 2,000,000 shares of Preferred Stock having
a par value of $1.00 per share, designated as Series A Junior Preferred Stock
(the "Series A Preferred Stock") out of the class of 25,000,000 shares of
preferred stock of the par value of $1.00 per share (the "Preferred Stock"):

RESOLVED that pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate, the Board of Directors does
hereby create, authorize and provide for the issuance of the Series A Preferred
Stock having the voting powers, designation, relative, participating, optional
and other special rights, preferences, and qualifications, limitations and
restrictions thereof that are set forth as follows:

Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Preferred Stock" ("Series A Preferred Stock") and
the number of shares constituting such series shall be 2,000,000.

Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Preferred
Stock or any other shares of preferred stock of the Corporation ranking prior
and superior to the shares of Series A Preferred Stock with respect to
dividends, each holder of one one-hundredth (1/100) of a share (a "Unit") of
Series A Preferred Stock shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for that purpose,
(i) quarterly dividends payable in cash on the 30th day of February, May, August
and November in each year (each such date being a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after the first
issuance of such Unit of Series A Preferred Stock, in an amount per Unit
(rounded to the nearest cent) equal to the greater of (a) $0.25 or (b) subject
to the provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A Preferred Stock, and (ii) subject to the provision for adjustment
hereinafter set forth, quarterly distributions (payable in kind) on each
Quarterly Dividend Payment Date in an amount per Unit equal to the aggregate per
share amount of all non-cash dividends or other distributions (other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock, by reclassification or otherwise) declared on shares of
Common Stock since the immediately preceding Quarterly Dividend Payment Date, or
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of a Unit of Series A Preferred Stock. In the event that the
Corporation shall at any time after December 16, 1987 (the "Rights Declaration
Date") (i) declare any dividend on outstanding shares of Common Stock payable in
shares of Common Stock, (ii) subdivide outstanding shares of Common Stock or
(iii) combine outstanding shares of Common Stock into a smaller number of
shares, then in each such case the amount to which the holder of a Unit of
Series A Preferred Stock was entitled immediately prior to such event pursuant
to the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of Common Stock
that are outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding immediately
prior to such event.

(B) The Corporation shall declare a dividend or distribution on Units of
Series A Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the shares of Common Stock (other than a
dividend payable in shares of Common Stock); provided, however, that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $0.25 per Unit on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series A Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issuance of such Unit of Series A Preferred
Stock, unless the date of issuance of such Unit is prior to the record date for
the first Quarterly Dividend Payment Date, in which case, dividends on such Unit
shall begin to accrue from the date of issuance of such Unit, or unless the date
of issuance is a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of Units of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue and
be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on Units of Series A Preferred
Stock in an amount less than the aggregate amount of all such dividends at the
time accrued and payable on such Units shall be allocated pro rata on a
unit-by-unit basis among all Units of Series A Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of Units of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of Units of Series A Preferred Stock
shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series A Preferred Stock shall entitle the holder thereof to one vote on
all matters submitted to a vote of the stockholders of the Corporation. In the
event the Corporation shall at any time after the Rights Declaration Date (i)
declare any dividend on outstanding shares of Common Stock payable in shares of
Common Stock, (ii) subdivide outstanding shares of Common Stock or (iii) combine
the outstanding shares of Common Stock into a smaller number of shares, then in
each such case the number of votes per Unit to which holders of Units of Series
A Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which shall
be the number of shares of Common Stock outstanding immediately after such event
and the denominator of which shall be the number of shares of Common Stock that
were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders of Units of
Series A Preferred Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.

(C) (i) If at any time dividends on any Units of Series A Preferred Stock
shall be in arrears in an amount equal to six quarterly dividends thereon, then
during the period (a "default period") from the occurrence of such event until
such time as all accrued and unpaid dividends for all previous quarterly
dividend periods and for the current quarterly dividend period on all Units of
Series A Preferred Stock then outstanding shall have been declared and paid or
set apart for payment, all holders of Units of Series A Preferred Stock, voting
separately as a class, shall have the right to elect two Directors.

(ii) During any default period, such voting rights of the holders of Units
of Series A Preferred Stock may be exercised initially at a special meeting
called pursuant to subparagraph (iii) of this Section 3(C) or at any annual
meeting of stockholders, and thereafter at annual meetings of stockholders,
provided that neither such voting rights nor any right of the holders of Units
of Series A Preferred Stock to increase, in certain cases, the authorized number
of Directors may be exercised at any meeting unless one-third of the outstanding
Units of Preferred Stock shall be present at such meeting in person or by proxy.
The absence of a quorum of the holders of Common Stock shall not affect the
exercise by the holders of Units of Series A Preferred Stock of such rights. At
any meeting at which the holders of Units of Series A Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting separately as a class, to elect Directors to fill
up to two vacancies in the Board of Directors, if any such vacancies may then
exist, or, if such right is exercised at an annual meeting, to elect two
Directors. If the number which may be so elected at any special meeting does not
amount to the required number, the holders of the Series A Preferred Stock shall
have the right to make such increase in the number of Directors as shall be
necessary to permit the election by them of the required number. After the
holders of Units of Series A Preferred Stock shall have exercised their right to
elect Directors during any default period, the number of Directors shall not be
increased or decreased except as approved by a vote of the holders of Units of
Series A Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to the Series A Preferred Stock.

(iii) Unless the holders of Series A Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than 25% of the total number of Units of Series
A Preferred Stock outstanding may request, the calling of a special meeting of
the holders of Units of Series A Preferred Stock, which meeting shall thereupon
be called by the Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Units of Series A Preferred Stock are
entitled to vote pursuant to this paragraph (C)(iii) shall be given to each
holder of record of Units of Series A Preferred Stock by mailing a copy of such
notice to him at his last address as the same appears on the books of the
Corporation. Such meeting shall be called for a time not earlier than 20 days
and not later than 60 days after such order or request or in default of the
calling of such meeting within 60 days after such order or request, such meeting
may be called on similar notice by any stockholder of stockholders owning in the
aggregate not less than 25% of the total number of outstanding Units of Series A
Preferred Stock. Notwithstanding the provisions of this paragraph (C)(iii), no
such special meeting shall be called during the 60 days immediately preceding
the date fixed for the next annual meeting of the stockholders.

(iv) During any default period, the holders of shares of Common Stock, and
other classes or series of stock of the Corporation, if applicable, shall
continue to be entitled to elect all the Directors until the holders of Units of
Series A Preferred Stock shall have exercised their right to elect two Directors
voting as a separate class, after the exercise of which right (x) the Directors
so elected by the holders of Units of Series A Preferred Stock shall continue in
office until their successors shall have been elected by such holders or until
the expiration of the default period, and (y) any vacancy in the Board of
Directors may (except as provided in paragraph (C)(ii) of this Section 3) be
filled by vote of a majority of the remaining Directors theretofore elected by
the holders of the class of capital stock which elected the Director whose
office shall have become vacant. References in this paragraph (C) to Directors
elected by the holders of a particular class of capital stock shall include
Directors elected by such Directors to fill vacancies as provided in clause (y)
of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of
the holders of Units of Series A Preferred Stock as a separate class to elect
Directors shall cease, (y) the term of any Directors elected by the holders of
Units of Series A Preferred Stock as a separate class shall terminate, and (z)
the number of Directors shall be such number as may be provided for in the
Certificate or by-laws irrespective of any increase made pursuant to the
provisions of paragraph (C)(ii) of this Section 3 (such number being subject,
however, to change thereafter in any manner provided by law or in the
Certificate or by-laws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be filled by a
majority of the remaining Directors.

(vi) The provisions of this paragraph (C) shall govern the election of
Directors by holders of Units of Preferred Stock during any default period
notwithstanding any provisions of the Certificate to the contrary, including,
without limitation, the provisions of Article X of the Certificate.

(D) Except as set forth herein, holders of Units of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Shares
of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other
dividends or distributions payable on Units of Series A Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on outstanding
Units of Series A Preferred Stock shall have been paid in full, the Corporation
shall not

(i) declare or pay dividends on, make any other distributions on, or redeem
or purchase or otherwise acquire for consideration any shares of junior stock;

(ii) declare or pay dividends on or make any other distributions on any
shares of parity stock, except dividends paid ratably on Units of Series A
Preferred Stock and shares of all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
such Units and all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of
any parity stock, provided, however, that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any junior stock;

(iv) purchase or otherwise acquire for consideration any Units of Series A
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
Units.

(B) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any Units of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
Units shall, upon their cancellation, become authorized but unissued Units of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (i) to the holders of shares of junior stock unless
the holders of Units of Series A Preferred Stock shall have received, subject to
adjustment as hereinafter provided in paragraph (B), the greater of either (a)
$.01 per Unit plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not earned or declared, to the date of such
payment, or (b) the amount equal to the aggregate per share amount to be
distributed to holders of shares of Common Stock, or (ii) to the holders of
shares of parity stock, unless simultaneously therewith distributions are made
ratably on Units of Series A Preferred Stock and all other shares of such parity
stock in proportion to the total amounts to which the holders of Units of Series
A Preferred Stock are entitled under clause (i)(a) of this sentence and to which
the holders of shares of such parity stock are entitled, in each case upon such
liquidation, dissolution or winding up.

(B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock, or (iii) combine outstanding shares of Common Stock into a smaller number
of shares, then in each such case the aggregate amount to which holders of Units
of Series A Preferred Stock were entitled immediately prior to such event
pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be adjusted
by multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or converted into other stock or
securities, cash and/or any other property, then in any such case Units of
Series A Preferred Stock shall at the same time be similarly exchanged for or
converted into an amount per Unit (subject to the provision for adjustment
hereinafter set forth) equal to the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is converted or exchanged. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock, or (iii) combine
outstanding Common Stock into a smaller number of shares, then in each such case
the amount set forth in the immediately preceding sentence with respect to the
exchange or conversion of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.

Section 8. Redemption. The Units of Series A Preferred Stock shall not be
redeemable.

Section 9. Ranking. The Units of Series A Preferred Stock shall rank junior
to the Corporation's Remarketed Preferred Stock and to all other series of the
Preferred Stock and to any other class of preferred stock that hereafter may be
issued by the Corporation as to the payment of dividends and the distribution of
assets, unless the terms of any such series or class shall provide otherwise.

Section 10. Amendment. The Certificate, including, without limitation, this
resolution, shall not hereafter be amended, either directly or indirectly, or
through merger or consolidation with another corporation, in any manner that
would alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority or more of the outstanding Units of Series A Preferred
Stock, voting separately as a class.

Section 11. Fractional Shares. The Series A Preferred Stock may be issued
in Units or other fractions of a share, which Units or fractions shall entitle
the holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Preferred Stock.

Section 12. Certain Definitions. As used herein with respect to the Series
A Preferred Stock, the following terms shall have the following meanings:

(A) The term "Common Stock" shall mean the class of stock designated as the
common stock, par value $1.33 1/3 per share, of the Corporation at the date
hereof or any other class of stock resulting from successive changes or
reclassification of the common stock.

(B) The term "junior stock" (i) as used in Section 4, shall mean the Common
Stock and any other class or series of capital stock of the Corporation
hereafter authorized or issued over which the Series A Preferred Stock has
preference or priority as to the payment of dividends and (ii) as used in
Section 6, shall mean the Common Stock and any other class or series of capital
stock of the Corporation over which the Series A Preferred Stock has preference
or priority in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.

(C) The term "parity stock" (i) as used in Section 4, shall mean any class
or series of stock of the Corporation hereafter authorized or issued ranking
pari passu with the Series A Preferred Stock as to dividends and (ii) as used in
Section 6, shall mean any class or series of capital stock ranking pari passu
with the Preferred Stock in the distribution of assets or any liquidation,
dissolution or winding up.

EXHIBIT B

MERRILL LYNCH & CO., INC.
_________________________

CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
_________________________

9% CUMULATIVE PREFERRED STOCK, SERIES A
(Par Value $1.00 Per Share)
_________________________

MERRILL LYNCH & CO., INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the
following resolutions were duly adopted by the Board of Directors of the
Corporation and by the Executive Committee of the Board of Directors, pursuant
to authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation, as amended, of the Corporation, which
authorize the issuance of up to 25,000,000 shares of preferred stock, par value
$1.00 per share, and pursuant to authority conferred upon the Executive
Committee of the Board of Directors in accordance with Section 141(c) of the
General Corporation Law of the State of Delaware, by Article IV, Section 1 of
the By-laws of the Corporation and by the resolutions of the Board of Directors
set forth herein, at a meeting of the Board of Directors duly held on April 19,
1994, by unanimous written consent to corporate action of the Board of Directors
dated August 22, 1994, and by unanimous written consent of the Executive
Committee dated November 2, 1994:

1. The Board of Directors on April 19, 1994 adopted the following
resolutions authorizing the Executive Committee of the Board of Directors to act
on behalf of the Board of Directors in connection with the designation, issuance
and sale of up to 100,000 shares of preferred stock of the Corporation in one or
more series (the "Preferred Stock") and depositary shares representing interests
in the Preferred Stock (the "Depositary Shares"), either directly or in exchange
for other obligations of the Corporation undertaken in connection with the
issuance of preferred units that may be issued by a limited liability company
affiliated with the Corporation, upon such terms as may be deemed appropriate by
the Executive Committee, including, but not limited to, determinations with
respect to classes and series, dividend and liquidation rights and preferences
(provided that the aggregate liquidation preference of the Preferred Stock, does
not exceed $600,000,000), stated value, denomination, redemption and conversion
or exchange features and to take all such actions in connection therewith as
such Committee may deem necessary or appropriate:

"RESOLVED, that the Board of Directors hereby authorizes and empowers the
Executive Committee to take all such actions as may be necessary or appropriate
for the issuance and sale of up to 100,000 shares of the Corporation's Preferred
Stock, par value $1.00 per share (the "Preferred Shares"), in one or more
series, either directly or in exchange for other obligations of the Corporation
undertaken in connection with the issuance of preferred units that may be issued
by a limited liability company affiliated with the Corporation (the "LLC
Units"); provided that the aggregate liquidation preference of such Preferred
Shares shall not exceed $600,000,000;"

"FURTHER RESOLVED, that the Executive Committee may approve the issuance of
the Preferred Shares upon such terms as may be deemed appropriate by the
Executive Committee, including, but not limited to, determinations with respect
to classes and series, dividend and liquidation rights and preferences, stated
value, denomination, redemption and conversion or exchange features, and may
provide for the issuance of depositary shares representing interests in the
Preferred Shares in order to accommodate retail marketing; provided, however,
that the Preferred Shares shall not have voting rights except (i) in the event
that dividends are in arrears for six consecutive quarters, the number of the
Corporation's directors shall be increased by two and the holders of the
Preferred Shares shall be entitled, voting as a class, to elect two directors of
the Corporation to serve until such time as such arrearages are paid in full or
(ii) as otherwise required by law;"

2. The Board of Directors, by unanimous written consent to corporate action
dated August 22, 1994, adopted the following resolution amending the second
resolution set forth in paragraph 1 above:

"RESOLVED, that the resolution attached hereto as Exhibit A, which was
adopted at the meeting of the Board of Directors duly called and held on April
19, 1994, is hereby amended by deleting the word "consecutive" in the third line
of the proviso and inserting the words "or the requirements of any stock
exchange on which the Preferred Shares may be listed" at the end thereof prior
to the semicolon."

3. The Executive Committee of the Board of Directors, by unanimous written
consent to corporate action dated November 2, 1994, adopted the following
resolution pursuant to the authority conferred upon the Executive Committee by
the resolution of the Board of Directors set forth in paragraph 1 above adopted
pursuant to Article 4, Section 1 of the By-laws of the Corporation and Section
141(c) of the General Corporation Law of the State of Delaware:

"RESOLVED, that the issue of a series of preferred stock, par value $1.00
per share, of the Corporation is hereby authorized and the designation,
preferences and privileges, relative, participating, optional and other special
rights, and qualifications, limitations and restrictions thereof, in addition to
those set forth in the Restated Certificate of Incorporation, as amended, of the
Corporation, are hereby fixed as follows:

9% CUMULATIVE PREFERRED STOCK, SERIES A

(1) Number of Shares and Designation. 42,500 shares of the preferred stock,
par value $1.00 per share, of the Corporation are hereby constituted as a series
of preferred stock, par value $1.00 per share, designated as 9% Cumulative
Preferred Stock, Series A (hereinafter called the "Preferred Stock, Series A").

(2) Dividends. (a) The holders of shares of the Preferred Stock, Series A,
shall be entitled to receive, as, if and when declared by the Board of Directors
of the Corporation (or a duly authorized Committee thereof), out of assets of
the Corporation legally available for the payment of dividends, cash dividends
at the rate set forth below in this Section (2) applied to the amount of $10,000
per share. Such dividends shall be cumulative from the date of original issue of
such shares, whether or not in any Dividend Period or Dividend Periods (as
defined in subsection (b) of this Section (2)) there are assets of the
Corporation legally available for the payment thereof, and shall be payable
quarterly, as, if and when declared by the Board of Directors of the Corporation
(or a duly authorized Committee thereof), on March 30, June 30, September 30,
and December 30 of each year, commencing on December 30, 1994; provided that if
any such payment date is not a business day, dividends (if declared) on the
Preferred Stock, Series A, will be paid on the immediately succeeding business
day, without interest. Each such dividend shall be payable to the holders of
record of shares of the Preferred Stock, Series A, as they appear on the stock
register of the Corporation on such record dates, which shall be the fifteenth
day immediately preceding the payment date thereof, or such other date not more
than 30 nor less than 15 days preceding the payment dates thereof, as shall be
fixed by the Board of Directors of the Corporation (or a duly authorized
Committee thereof). Dividends on account of arrears for any past Dividend
Periods may be declared and paid at any time, without reference to any regular
dividend payment date, to holders of record on such date, not exceeding 45 days
preceding the payment date thereof, as may be fixed by the Board of Directors of
the Corporation (or a duly authorized Committee thereof).

(b) (i) Dividend periods ("Dividend Periods") shall commence on March 30,
June 30, September 30, and December 30 of each year (other than the initial
Dividend Period which shall commence on the date of original issue of the
Preferred Stock, Series A) and shall end on and include the calendar day next
preceding the first day of the next Dividend Period. The dividend rate on the
shares of Preferred Stock, Series A, for the period from the date of original
issue thereof to and including December 30, 1994, and for each Dividend Period
thereafter shall be 9% per annum.


(ii) The amount of dividends payable for each full Dividend Period for the
Preferred Stock, Series A, shall be computed by dividing the dividend rate of 9%
per annum by four, rounded to the nearest one-hundredth of a percent, with five
one-thousandths rounded upwards, and applying the resulting rate to the amount
of $10,000 per share. The amount of dividends payable for the initial Dividend
Period on the Preferred Stock, Series A, or any other period shorter than a full
Dividend Period on the Preferred Stock, Series A, shall be computed on the basis
of 30-day months, a 360-day year and the actual number of days elapsed in any
period of less than one month. The amount of dividends payable on the Preferred
Stock, Series A, shall be rounded to the nearest cent, with one-half cent being
rounded upwards.

(c) So long as any shares of the Preferred Stock, Series A, are
outstanding, no full dividends shall be declared or paid or set apart for
payment on the preferred stock of the Corporation of any series ranking, as to
dividends, on a parity with or junior to the Preferred Stock, Series A, for any
period unless full cumulative dividends have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof set
apart for such payment on the Preferred Stock, Series A, for all Dividend
Periods terminating on or prior to the date of payment of such full cumulative
dividends. When dividends are not paid in full, as aforesaid, upon the shares of
the Preferred Stock, Series A, and any other preferred stock ranking on a parity
as to dividends with the Preferred Stock, Series A, all dividends declared upon
shares of the Preferred Stock, Series A, and any other preferred stock ranking
on a parity as to dividends (whether cumulative or noncumulative) shall be
declared pro rata so that the amount of dividends declared per share on the
Preferred Stock, Series A, and such other preferred stock shall in all cases
bear to each other the same ratio that accrued dividends per share on the shares
of the Preferred Stock, Series A, and such other preferred stock bear to each
other. Holders of shares of the Preferred Stock, Series A, shall not be entitled
to any dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on the Preferred Stock, Series A. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on the Preferred Stock, Series A, which may be
in arrears.

(d) So long as any shares of the Preferred Stock, Series A, are
outstanding, no dividends (other than dividends or distributions paid in shares
of, or options, warrants or rights to subscribe for or purchase shares of, the
Common Stock or another stock of the Corporation ranking junior to the Preferred
Stock, Series A, as to dividends and upon liquidation and other than as provided
in subsection (c) of this Section (2)) shall be declared or paid or set aside
for payment or other distribution declared or made upon the Common Stock or upon
any other stock of the Corporation ranking junior to or on a parity with the
Preferred Stock, Series A, as to dividends or upon liquidation, nor shall any
Common Stock nor any other stock of the Corporation ranking junior to or on
parity with the Preferred Stock, Series A, as to dividends or upon liquidation
be redeemed, purchased or otherwise acquired, other than in connection with the
distribution or trading thereof, for any consideration (or any moneys be paid to
or made available for a sinking fund for the redemption of any shares of any
such stock) by the Corporation (except by conversion into or exchange for stock
of the Corporation ranking junior to the Preferred Stock, Series A, as to
dividends and upon liquidation) unless, in each case, full cumulative dividends
on all outstanding shares of the Preferred Stock, Series A, shall have been
declared and paid for all Dividend Periods terminating on or prior to the date
of payment of such full cumulative dividends.

(3) Liquidation Preference. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the assets of the Corporation or proceeds
thereof (whether capital or surplus) shall be made to or set apart for the
holders of any series or class or classes of stock of the Corporation ranking
junior to the Preferred Stock, Series A, upon liquidation, dissolution, or
winding up, the holders of the shares of the Preferred Stock, Series A, shall be
entitled to receive $10,000 per share plus an amount equal to all dividends
(whether or not earned or declared) accrued and unpaid thereon to the date of
final distribution to such holders but such holders shall not be entitled to any
further payment. If, upon any liquidation, dissolution, or winding up of the
Corporation, the assets of the Corporation, or proceeds thereof, distributable
among the holders of the shares of the Preferred Stock, Series A, shall be
insufficient to pay in full the preferential amount aforesaid and liquidating
payments on any other shares of preferred stock ranking, as to liquidation,
dissolution or winding up, on a parity with the Preferred Stock, Series A, then
such assets, or the proceeds thereof, shall be distributed among the holders of
shares of Preferred Stock, Series A, and any such other preferred stock ratably
in accordance with the respective amounts which would be payable on such shares
of Preferred Stock, Series A, and any such other preferred stock if all amounts
payable thereon were paid in full. For the purposes of this Section (3), a
consolidation or merger of the Corporation with one or more corporations shall
not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.

(b) Subject to the rights of the holders of shares of any series or class
or classes of stock ranking on a parity with or prior to the Preferred Stock,
Series A, upon liquidation, dissolution or winding up, upon any liquidation,
dissolution or winding up of the Corporation, after payment shall have been made
in full to the holders of Preferred Stock, Series A, as provided in this Section
(3), but not prior thereto, any other series of class or classes of stock
ranking junior to the Preferred Stock, Series A, upon liquidation shall, subject
to the respective terms and provisions (if any) applying thereto, be entitled to
receive any and all assets remaining to be paid or distributed, and the holders
of the Preferred Stock, Series A, shall not be entitled to share therein.

(4) Redemption. (a) The Preferred Stock, Series A, may not be redeemed
prior to December 30, 2004. At any time or from time to time on and after
December 30, 2004, the Corporation, at its option, may redeem shares of the
Preferred Stock, Series A, as a whole or in part, at a redemption price of
$10,000 per share, together in each case with accrued and unpaid dividends
(whether or not earned or declared) to the date fixed for redemption.

(b) In the event the Corporation shall redeem shares of Preferred Stock,
Series A, notice of such redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the redemption
date, to each holder of record of the shares to be redeemed, at such holder's
address as the same appears on the stock register of the Corporation. Each such
notice shall state: (1) the redemption date; (2) the number of shares of
Preferred Stock, Series A, to be redeemed and, if less than all the shares held
by such holder are to be redeemed, the number of such shares to be redeemed from
such holder; (3) the redemption price; (4) the place or places where
certificates for such shares are to be surrendered for payment of the redemption
price; and (5) that dividends on the shares to be redeemed shall cease to accrue
on such redemption date. Notice having been mailed as aforesaid, from and after
the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price) dividends on the shares
of the Preferred Stock, Series A, so called for redemption shall cease to
accrue, and said shares shall no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the Corporation (except the
right to receive from the Corporation the redemption price) shall cease. The
Corporation's obligation to provide moneys in accordance with the preceding
sentence shall be deemed fulfilled if, on or before the redemption date, the
Corporation shall deposit with a bank or trust company (which may be an
affiliate of the Corporation) having an office in the Borough of Manhattan, City
of New York, having a capital and surplus of at least $50,000,000, funds
necessary for such redemption, in trust, with irrevocable instructions that such
funds be applied to the redemption of the shares of Preferred Stock, Series A,
so called for redemption. Any interest accrued on such funds shall be paid to
the Corporation from time to time. Any funds so deposited and unclaimed at the
end of two years from such redemption date shall be released or repaid to the
Corporation, after which the holder or holders of such shares of Preferred
Stock, Series A, so called for redemption shall look only to the Corporation for
payment of the redemption price.

Upon surrender, in accordance with said notice, of the certificates for any
such shares so redeemed (properly endorsed or assigned for transfer, if the
Board of Directors of the Corporation shall so require and the notice shall so
state), such shares shall be redeemed by the Corporation at the applicable
redemption price aforesaid. If less than all the outstanding shares of Preferred
Stock, Series A, are to be redeemed, shares to be redeemed shall be selected by
the Board of Directors of the Corporation (or a duly authorized committee
thereof) from outstanding shares of Preferred Stock, Series A, not previously
called for redemption by lot or pro rata or by any other method determined by
the Board of Directors of the Corporation (or a duly authorized committee
thereof) to be equitable. If fewer than all the shares represented by any
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without charge to the holder thereof.

(c) In no event shall the Corporation redeem less than all the outstanding
shares of Preferred Stock, Series A, pursuant to subsection (a) of this Section
(4) unless full cumulative dividends on all outstanding shares of the Preferred
Stock, Series A, shall have been or all contemporaneously declared and paid or
declared and a sum sufficient for payment thereof set apart for such payment for
all Dividend Periods terminating on or prior to the date of payment of such full
cumulative dividends.

(5) Voting Rights. The Preferred Stock, Series A, shall have no voting
rights, except as hereinafter set forth or as otherwise from time to time
required by law. Whenever dividends payable on the Preferred Stock, Series A,
shall be in arrears for such number of dividend periods, whether or not
consecutive, which shall in the aggregate contain a number of months equivalent
to six calendar quarters, the holders of outstanding shares of the Preferred
Stock, Series A, shall have the exclusive right, voting as a class with holders
of shares of all other series of preferred stock ranking on a parity with the
Preferred Stock, Series A, either as to dividends or the distribution of assets
upon liquidation, dissolution or winding up and upon which like voting rights
have been conferred and are exercisable, to vote for the election of two
additional directors at the next annual meeting of stockholders and at each
subsequent annual meeting of stockholders. At elections for such directors, each
holder of the Preferred Stock, Series A, shall be entitled to one vote for each
share held (the holders of shares of any other series of preferred stock ranking
on such a parity being entitled to such number of votes, if any, for each share
of stock held as may be granted to them). Upon the vesting of such right of such
holders, the maximum authorized number of members of the Board of Directors
shall automatically be increased by two and the two vacancies so created shall
be filled by vote of the holders of such outstanding shares of Preferred Stock,
Series A, (either alone or together with the holders of shares of all other
series of preferred stock ranking on such a parity) as hereinafter set forth.
The right of such holders of such shares of the Preferred Stock, Series A,
voting as a class with holders of shares of all other series of preferred stock
ranking on such a parity, to elect members of the Board of Directors of the
Corporation as aforesaid shall continue until all past dividends accumulated on
such shares of Preferred Stock, Series A, shall have been paid in full. Upon
payment in full of such dividends, such voting rights shall terminate except as
expressly provided by law, subject to re-vesting in the event of each and every
subsequent default in the payment of dividends as aforesaid.

Upon termination of the right of the holders of the Preferred Stock, Series
A, to vote for directors as herein provided, the term of office of all directors
then in office elected by such holders will terminate immediately. If the office
of any director elected by such holders voting as a class becomes vacant by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, the remaining director elected by such holders voting as a class
may choose a successor who shall hold office for the unexpired term in respect
of which such vacancy occurred. Whenever the term of office of the directors
elected by such holders voting as a class shall end and the special voting
rights shall have expired, the number of directors shall be such number as may
be provided for in the By-laws irrespective of any increase made pursuant to the
provisions hereof.

So long as any shares of the Preferred Stock, Series A, remain outstanding,
the affirmative vote or consent of the holders of at least two-thirds of the
shares of the Preferred Stock, Series A, outstanding at the time (voting as a
class with all other series of preferred stock ranking on a parity with the
Preferred Stock, Series A, either as to dividends or the distribution of assets
upon liquidation, dissolution or winding up and upon which like voting rights
have been conferred and are exercisable), given in person or by proxy, either in
writing or at any meeting called for the purpose, shall be necessary to permit,
effect or validate any one or more of the following:

(i) the authorization, creation or issuance, or any increase in the
authorized or issued amount, of any class or series of stock ranking prior to
the Preferred Stock, Series A, with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding up; or

(ii) the amendment, alteration or repeal, whether by merger, consolidation
or otherwise, of any of the provisions of the Restated Certificate of
Incorporation, as amended, or of the resolutions set forth in a Certificate of
Designations for such Preferred Stock, Series A, which would materially and
adversely affect any right, preference, privilege or voting power of the
Preferred Stock, Series A, or of the holders thereof; provided, however, that
any increase in the amount of authorized preferred stock or the creation and
issuance, or an increase in the authorized or issued amount, of other series of
preferred stock, or any increase in the amount of authorized shares of Preferred
Stock, Series A, in each case ranking on a parity with or junior to the
Preferred Stock, Series A, with respect to the payment of dividends and the
distribution of assets upon liquidation, dissolution or winding up, shall not be
deemed to materially and adversely affect such rights, preferences, privileges
or voting powers.

The foregoing voting provisions shall not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding shares of Preferred Stock, Series A, shall have
been redeemed or sufficient funds shall have been deposited in trust to effect
such a redemption which is scheduled to be consummated within three months after
the time that such rights would otherwise be exercisable.

(6) Record Holders. The Corporation and the transfer agent for the
Preferred Stock, Series A, may deem and treat the record holder of any share of
such Preferred Stock as the true and lawful owner thereof for all purposes, and
neither the Corporation nor such transfer agent shall be affected by any notice
to the contrary.

(7) Ranking. Any class or classes of stock of the Corporation shall be
deemed to rank:

(i) on a parity with the Preferred Stock, Series A, as to dividends or as
to distribution of assets upon liquidation, dissolution or winding up, whether
or not the dividend rates, dividend payment dates, or redemption or liquidation
prices per share thereof be different from those of the Preferred Stock, Series
A, if the holders of such class of stock and the Preferred Stock, Series A,
shall be entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in proportion to
their respective dividend rates or liquidation prices, without preference or
priority one over the other; and

(ii) junior to the Preferred Stock, Series A, as to dividends or as to the
distribution of assets upon liquidation, dissolution or winding up, if such
stock shall be Common Stock or if the holders of Preferred Stock, Series A,
shall be entitled to receipt of dividends or of amounts distributable upon
dissolution, liquidation or winding up, as the case may be, in preference or
priority to the holders of shares of such stock.

(8) Exclusion of Other Rights. Unless otherwise required by law, shares of
Preferred Stock, Series A, shall not have any rights, including preemptive
rights, or preferences other than those specifically set forth herein or as
provided by applicable law.

(9) Notices. All notices or communications unless otherwise specified in
the By-laws of the Corporation or the Restated Certificate of Incorporation, as
amended, shall be sufficiently given if in writing and delivered in person or by
first class mail, postage prepaid. Notice shall be deemed given on the earlier
of the date received or the date such notice is mailed."



EXHIBIT C


MERRILL LYNCH & CO., INC.
_________________________

CERTIFICATE OF DESIGNATION
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
_________________________

SPECIAL VOTING STOCK

MERRILL LYNCH & CO., INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that, the
following resolutions were duly adopted by the Board of Directors of the
Corporation and by the Executive Committee of the Board of Directors pursuant to
authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation of the Corporation, as amended, (the
"Certificate of Incorporation"), and pursuant to authority conferred upon the
Executive Committee of the Board of Directors in accordance with Section 141(c)
of the General Corporation Law of the State of Delaware, by Article IV, Section
1 of the Bylaws of the Corporation and by the resolutions of the Board of
Directors set forth herein, at a meeting of the Board of Directors duly held on
June 22, 1998 and by unanimous written consent of the Executive Committee dated
August 18, 1998:

1. The Board of Directors on June 22, 1998 adopted the following
resolutions authorizing the Executive Committee of the Board of Directors to act
on behalf of the Board of Directors in connection with the issuance of the
Special Voting Share and fixing the relative powers, preferences, rights,
qualifications, limitations and restrictions of such share:

"FURTHER RESOLVED, that in connection with the Transaction and the
Arrangement the Corporation, directly or indirectly, through one or more foreign
or domestic subsidiaries of the Corporation, is hereby authorized to undertake
and complete and cause to be undertaken and completed each of the following
actions:

...g) the Executive Committee is hereby authorized to take any and all
action that the Executive Committee may deem necessary or desirable under
applicable law, including without limitation, the execution of one or more
Certificates of Designation under Section 151 of the General Corporation Law of
the State of Delaware, to create and issue one Special Voting Share in the
capital of the Corporation, to have the rights, privileges, restrictions and
conditions substantially as set forth in and contemplated by the MWI Plan of
Arrangement and the Voting and Exchange Trust Agreement, in each case, as
discussed at this meeting, such share to be issued for an aggregate
consideration of $1.00, and upon receipt by the Corporation of the consideration
therefor such Special Voting Share shall be issued to the trustee under the
Voting and Exchange Trust Agreement hereinafter approved, to be held and
exercised by such trustee as therein contemplated;"

2. The Executive Committee of the Board of Directors, by unanimous written
consent to corporate action dated August 18, 1998 adopted the following
resolution pursuant to authority conferred upon the Executive Committee by the
resolution of the Board of Directors set forth in paragraph 1:

"RESOLVED, that Special Voting Stock of the Corporation is hereby
authorized, and the Executive Committee hereby fixes the number, powers,
designations, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and restrictions of such
Special Voting Stock as follows:

I. AUTHORIZED NUMBER AND DESIGNATION. There is hereby created out of the
authorized and unissued shares of Preferred Stock of the Corporation a series of
Preferred Stock designated as "Special Voting Stock". The number of shares
constituting the Special Voting Stock shall be one (the "Special Voting Share").

II. DIVIDENDS. Neither the holder nor, if different, the owner of the
Special Voting Share shall be entitled to receive Corporation dividends in its
capacity as holder or owner thereof.

III. VOTING RIGHTS. The holder of record of the Special Voting Share shall
be entitled to all of the voting rights, including the right to vote in person
or by proxy, of the Special Voting Share on any matters, questions, proposals or
propositions whatsoever that may properly come before the shareholders of the
Corporation at a Corporation meeting or in connection with a Corporation
consent.

IV. LIQUIDATION PREFERENCE. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the holder of the Special Voting
Share shall be entitled to receive out of the assets of the Corporation
available for distribution to the stockholders, an amount equal to $1.00 before
any distribution is made on the common stock of the Corporation or any other
stock ranking junior to the Special Voting Share as to distribution of assets
upon liquidation, dissolution or winding-up.

V. RANKING. The Special Voting Share shall, with respect to rights on
liquidation, winding up and dissolution, rank (i) senior to all classes of
common stock of the Corporation and (ii) junior to any other class of capital
stock of the Corporation.

VI. REDEMPTION. The Special Voting Share shall not be subject to
redemption, except that at such time as no exchangeable shares ("Exchangeable
Shares") of Merrill Lynch & Co., Canada Ltd. (other than Exchangeable Shares
owned by the Corporation and its affiliates) shall be outstanding, the Special
Voting Share shall automatically be redeemed and canceled, for an amount equal
to $1.00 due and payable upon such redemption.

VII. OTHER PROVISIONS. Pursuant to the terms of that certain Voting and
Exchange Trust Agreement by and between Merrill Lynch & Co., Canada Ltd., the
Corporation, and Montreal Trust Company of Canada, as such agreement may be
amended, modified or supplemented from time to time (the "Trust Agreement"):

(i) During the term of the Trust Agreement, the Corporation may not,
without the consent of the holders of the Exchangeable Shares (as defined in the
Trust Agreement), issue any shares of its Special Voting Stock in addition to
the Special Voting Share;

(ii) the Special Voting Share entitles the holder of record to a number of
votes at meetings of holders of Corporation common shares equal to the number of
Exchangeable Shares (as defined by the Trust Agreement) outstanding from time to
time (other than the Exchangeable Shares held by the Corporation and its
affiliates);

(iii) the Trustee (as defined by the Trust Agreement) shall exercise the
votes held by the Special Voting Share pursuant to and in accordance with the
Trust Agreement;

(iv) the voting rights attached to the Special Voting Share shall terminate
pursuant to and in accordance with the Trust Agreement; and

(v) the powers, designations, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and
restrictions of such Special Voting Share shall be as otherwise provided in the
Trust Agreement."