Merrill Lynch Preferred Funding II LP Watch

from S-3/A ~5 pages Exhibit 4.11 (Form of Subordinated Indenture)

from S-3/A ~20 pages (Form of Affiliate Debenture Guarantee Agreement)

from S-3/A ~10 pages (Form of Partnership Preferred SEC. Guar. Agmt.)

from S-3/A ~20 pages (Form of Trust Preferred SEC. Guarantee Agmt.)

from S-3/A ~50 pages Exhibit 4.4 (Amended and Restated Ltd Partnership)

from S-3/A >50 pages Exhibit 4.2 (Amended and Restated Declaration)

from S-3 1 page Indenture or similar

from S-3 1 page <page> Certificate of Trust the Undersigned, the Trustees of Merrill Lynch Preferred Capital Trust II, Desiring to Form a Business Trust Pursuant to Delaware Business Trust Act, 12 Del. C. Section 3810, Hereby Certify as Follows: (A) the Name of the Business Trust Being Formed Hereby (The "Trust") Is "Merrill Lynch Preferred Capital Trust II." (B) the Name and Business Address of the Trustee of the Trust Which Has Its Principal Place of Business in the State of Delaware Is as Follows: Chase Manhattan Bank Delaware C/O John J. Cashin 1201 Market Street Wilmington, Delaware 19801 (C) This Certificate of Trust Shall Be Effective as of the Date of Filing. Dated: January 16, 1997 /S/ Theresa Lang Name: Theresa Lang Title: Regular Trustee /S/ Stanley Schaefer Name: Stanley Schaefer Title: Regular Trustee Chase Manhattan Bank Delaware By: /S/ John J. Cashin Name: John J. Cashin Title: Senior Trust Officer