PROSPECTUS SUPPLEMENT File No. 333-52822 - ---------------------- Rule 424(b)(3) (To Prospectus Supplement and Prospectus dated January 24, 2001) Prospectus number: 2214 Merrill Lynch & Co., Inc. Medium Term Notes, Series B Due Nine Months or More from Date of Issue Fixed Rate Notes Principal Amount: $10,000,000 CUSIP Number: 59018YMH1 Interest Rate: 0.00000% Original Issue Date: March 20, 2002 Stated Maturity Date: December 14, 2005 Interest Payment Dates: Accrued interest will only be paid on the Maturity Date, subject to the following business day convention. No interim interest payments will be made (except as provided for below). Other Provisions: Notwithstanding any other provision contained in this Note, if an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing and the principal of all the Notes is declared due and payable in the manner and with the effect provided in the Indenture, "principal" with respect to this Note in determining any amount then declared due and payable shall mean the Issue Price of this Note plus that portion of the accrued Original Issue Discount attributable to the period from the Original Issue Date to the date of acceleration (calculated on a semi-annual bond equivalent basis using a year composed of twelve 30-day months). Issue Price shall equal $8,204,130 and Original Issue Discount shall equal $1,795,870 Repayment at the Option of the Holder: The Notes cannot be repaid prior to the Stated Maturity Date. Redemption at the Option of the Company: The Notes cannot be redeemed prior to the Stated Maturity Date. Form: The Notes are being issued in fully registered book-entry form. Trustee: JPMorgan Chase Bank Dated: March 15, 2002