Stock Option Purchase Agreement

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4.1 Note. If exerciseable, this option may be exercised from time to time in whole or in part (but in stages of at least 100 option shares) by accessing Merrill Lynch Benefits OnLine (www.benefits.ml.com) and following the instructions of the company and Merrill Lynch. The exercise must be accompanied by a full payment in accordance with Section 5. below the total exercise price of the acquired option shares. 5.2 Payment by change of shares. If you pay all or part of the total exercise price through a share exchange exercise, you may complete that delivery by providing proof of economic ownership of those shares instead of the physical delivery. The Company will accept this delivery as payment by certificate and will withdraw the same number of shares from the number of shares issued in the exercise. 4.2 Proof of Representation. When exercising this option and prior to the provision of the option shares acquired in such exercise, the company has the right to withhold and deduct from your future wages (or other amounts that the company owes you), or to take any other measure to recover all sums legally necessary to satisfy a federal state. national or local tax obligations related to source and employment a resulting from or related to the granting or exercise of that option; or (ii) request that you immediately transfer the amount of such holdback to Merrill Lynch before responding to your training notice. In the event that the Company is unable to withhold such amounts for any reason, you agree to pay the Company an amount equivalent to the amount that the Company would otherwise have to withhold under federal, state or local law.

4.3 Issuance of Shares. Until the option shares are issued in accordance with this Agreement and the Plan, you or any other person entitled to exercise this option have no shareholder rights with respect to the option shares. . . .

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