PROSPECTUS SUPPLEMENT File No. 333-52822 - ---------------------- Rule 424(b)(3) (To Prospectus Supplement and Prospectus dated January 24, 2001) Prospectus Supplement Number: 2196 MERRILL LYNCH & CO., INC. MEDIUM-TERM NOTES, SERIES B Due Nine Months or More from Date of Issue Fixed Rate Notes Principal Amount: $500,000,000 Commission: 0.350% Issue Price: 100.00% Proceeds: $498,250,000.00 Cusip Number: 59108Y LN 9 Interest Rate: 5.36% per annum Original Issue Date: February 1, 2002 Stated Maturity Date: February 1, 2007 Interest Payment Dates: Each February 1st and August 1st, commencing on August 1, 2002, subject to following business day convention. 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 Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), HSBC Securities (USA) Inc. and Barclays Capital Inc. (the "Underwriters"), are acting as principals in this transaction. MLPF&S is acting as the Lead Underwriter. Pursuant to an agreement, dated January 31, 2002 (the "Agreement"), between the Company and the Underwriters, the Company has agreed to sell to each of the Underwriters and each of the Underwriters has severally and not jointly agreed to purchase the principal amount of Notes set forth opposite its name below: