PROSPECTUS SUPPLEMENT File No. 333-52822 - ---------------------- Rule 424(b)(3) (To Prospectus Supplement and Prospectus dated January 24, 2001) Prospectus Supplement Number: 2201 MERRILL LYNCH & CO., INC. Medium-Term Notes, Series B Due Nine Months or More from Date of Issue Fixed Rate Notes Principal Amount: $300,000,000 Issue Price: 100.00% Cusip Number: 59018Y LU 3 Interest Rate: 2.45% per annum Original Issue Date: February 25, 2002 Stated Maturity Date: March 24, 2003 Interest Payment Dates: At the Stated Maturity Date. Interest Accrual: Interest on the Notes will accrue on the basis of a 360-day year, and the actual number of days elapsed. 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 February 20, 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: