GUARANTEE AGREEMENT Dated as of August 22, 2007 By and Between MERRILL LYNCH & CO., INC. as Guarantor and THE BANK OF NEW YORK as TrusteeGuarantee Agreement • August 22nd, 2007 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of August 22, 2007, is executed and delivered by MERRILL LYNCH & CO., INC., a Delaware corporation (the “Guarantor”), and THE BANK OF NEW YORK, a New York banking corporation, as guarantee trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of MERRILL LYNCH CAPITAL TRUST III , a Delaware statutory trust (the “Trust”).
AMENDED AND RESTATED TRUST AGREEMENT By and Among MERRILL LYNCH & CO., INC., as Sponsor THE BANK OF NEW YORK, as Property Trustee THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee And THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of August 22,...Trust Agreement • August 22nd, 2007 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of August 22, 2007 is entered into by and among (i) MERRILL LYNCH & CO., INC., a Delaware corporation, (ii) THE BANK OF NEW YORK, a New York banking corporation, as property trustee, (iii) THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation that maintains its principal place of business in Delaware, as Delaware trustee, (iv) Bradley M. Taylor, an individual, Marlene B. Debel, an individual, and John J. Thurlow, an individual, each as an administrative trustee and each of whose address is c/o Merrill Lynch & Co., Inc., 4 World Financial Center, New York, New York 10080 and (v) the several Holders, as hereinafter defined.
MERRILL LYNCH & CO., INC. (a Delaware corporation) MERRILL LYNCH CAPITAL TRUST III (a Delaware Statutory Trust) UNDERWRITING AGREEMENT FOR 30,000,000 TRUST PREFERRED SECURITIES Dated: August 15, 2007Underwriting Agreement • August 22nd, 2007 • Merrill Lynch & Co Inc • Security brokers, dealers & flotation companies • New York
Merrill Lynch & Co., Inc and Merrill Lynch Capital Trust III have filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and other documents filed with the SEC and incorporated by reference in such documents for more complete information about Merrill Lynch & Co., Inc., Merrill Lynch Capital Trust III and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov, as listed below. Alternatively Merrill Lynch, Pierce, Fenner & Smith Incorporated will arrange to send you these documents if you request them by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-866-500-5408.
