MERRILL LYNCH & CO., INC. (a Delaware corporation) UNDERWRITING AGREEMENT FOR DEPOSITARY SHARES REPRESENTING PREFERRED STOCK Dated: October 25, 2004Underwriting Agreement • October 26th, 2004 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
Merrill Lynch & Co., Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters (as hereinafter defined) (i) with respect to the sale by the Company of an aggregate of 25,200,000 depositary shares, each representing 1/1200th of one share of the Company’s perpetual Floating Rate Non-Cumulative Preferred Stock, Series 1 (the “Preferred Stock”), having the terms described in Schedule II hereto, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of said depositary shares set forth in Schedule I hereto and (ii) with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 3,780,000 additional depositary shares, each representing 1/1200th of one share of Preferred Stock, to cover over-allotments. The aforesaid depositary shares (the “Initial Shares”) to be purchased by the Underwriters and all or
