GUARANTEE AGREEMENT Dated as of August , 2007 By and Between MERRILL LYNCH & CO., INC. as Guarantor and THE BANK OF NEW YORK as TrusteeGuarantee Agreement • August 13th, 2007 • Merrill Lynch Capital Trust III • Security brokers, dealers & flotation companies • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of August , 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 ,...Trust Agreement • August 13th, 2007 • Merrill Lynch Capital Trust III • Security brokers, dealers & flotation companies • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of August , 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.
TRUST AGREEMENT OF MERRILL LYNCH CAPITAL TRUST IIITrust Agreement • August 13th, 2007 • Merrill Lynch Capital Trust III • Security brokers, dealers & flotation companies • Delaware
THIS TRUST AGREEMENT, dated as of August 9, 2007, is being made among Merrill Lynch & Co., Inc., a Delaware corporation, as sponsor (the “Sponsor”), The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), and Marlene Debel, as administrative trustee (the “Initial Administrative Trustee” and together, with all other persons or entities appointed as administrative trustees pursuant to this Trust Agreement, the “Administrative Trustees” and individually, the “Administrative “Trustee”) for the purpose of forming a statutory trust pursuant to the Statutory Trust Act referred to below. The Administrative Trustees and the Delaware Trustee are collectively referred to herein as the “Trustees.” The Sponsor and the Trustees hereby agree as follows:
