Exhibit 4(fff) REGISTERED REGISTERED NO. MC- MERRILL LYNCH & CO., INC. MEDIUM-TERM NOTE, SERIES B (MULTI-CURRENCY) ORIGINAL ISSUE DATE: INTEREST RATE: MATURITY DATE: % SPECIFIED CURRENCY: AUTHORIZED DENOMINATION: REDEMPTION DATE: INTEREST PAYMENT DATES: OPTIONAL REPAYMENT DATE(S): OTHER PROVISIONS: CONVERSION INTO U.S. DOLLARS: PRESUMPTION YES / / PRESUMPTION NO / / NO / / MERRILL LYNCH & CO., INC., a Delaware corporation (the "Company"), for value received, hereby promises to pay to , or registered assigns, the principal sum of on the Maturity Date shown above (except to the extent redeemed or repaid prior to such Maturity Date), and to pay interest thereon, at the Interest Rate per annum shown above, until the principal hereof is paid or duly made available for payment. The Company will pay interest on each interest payment date shown above (each, an "Interest Payment Date"), commencing on the first Interest Payment Date next succeeding the Original Issue Date shown above, and on the Maturity Date shown above (or any date of redemption or Optional Repayment Date shown above, as the case may be); provided, however, that if the Original Issue Date shown above is after the Regular Record Date (as defined below) and on or before the immediately following Interest Payment Date, interest payments will commence on the second Interest Payment Date next succeeding the Original Issue Date shown above. "Regular Record Date" means the fifteenth day (whether or not a Business Day) prior to the applicable Interest Payment Date. Interest on this Note will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from the Original Issue Date shown above until the principal hereof has been paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture referred to on the reverse hereof, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; provided, however, interest payable on the Maturity Date shown above (or date of redemption or Optional Repayment Date shown above) will be payable to the Person to whom the principal hereof shall be payable. Any such interest which is payable, but is not punctually paid or duly provided for on any Interest Payment Date, shall forthwith cease to be payable to the registered Holder as of the Regular Record Date pertaining to such Interest Payment Date, and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the Holder of the Note not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture. As more fully provided on the reverse hereof, payment of the principal of, and premium, if any, and interest on, this Note is payable by the Company in the Specified Currency, subject to conversion into U.S. dollars on behalf of the Holder hereof to the extent provided on the reverse hereof. Upon presentation and surrender of this Note at maturity or upon earlier redemption or repayment at the office of the Trustee in the Borough of Manhattan, The City of New York, payment of the principal, premium, if any, and interest due at maturity (or upon earlier redemption or repayment) will be made in immediately available funds, or if such payment is to be made in the Specified Currency as provided on the reverse hereof, by wire transfer to an account maintained by the Holder of this Note in the country of the Specified Currency shown above (the "Holder's overseas account"), as designated by the Holder of this Note by written notice to the Trustee at least sixteen days prior to maturity (or earlier redemption or repayment). As more fully provided on the reverse hereof, if payment of interest on this Note is to be made in U.S. dollars, payment may be made at the option of the Company by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or if such payment is to be made in the Specified Currency as provided on the reverse hereof, by wire transfer to the Holder's overseas account. Notwithstanding the above, in any case where wire transfer facilities for the making of any payment shall not be reasonably available to the Trustee, such payment shall be made by check or draft and mailed to the Holder hereof at its address appearing in the Security Register maintained by the Trustee. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Note is one of the series of Medium-Term Notes, Series B. Unless the certificate of authentication hereon has been executed by The Chase Manhattan Bank, N.A., the Trustee under the Indenture, or its successor thereunder, by the manual signature of one of its authorized officers, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: MERRILL LYNCH & CO., INC. CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred By: to in the within-mentioned Indenture. THE CHASE MANHATTAN BANK, N.A., Chairman of the Board as Trustee By: Attest: Authorized Officer Secretary MERRILL LYNCH & CO., INC. MEDIUM-TERM NOTE, SERIES B (MULTI-CURRENCY) This Medium-Term Note, Series B is In order for the Holder of this Note one of a duly authorized issue of (who, either by the terms of this Securities (hereinafter called the Note or pursuant to an election of "Securities") of the Company, the Holder hereof, shall have the issued, and to be issued, under an right to receive wire transfer Indenture dated as of October 1, payments) to receive payments of 1993, as amended (herein called the interest and principal in the "Indenture"), between the Company Specified Currency by wire transfer, and The Chase Manhattan Bank, N.A., the Holder of this Note must Trustee (herein called the designate an appropriate account with "Trustee", which term includes any a bank located in the country of the successor trustee under the Specified Currency shown on the face Indenture), to which Indenture and hereof. Such designation shall be all indentures supplemental thereto made by filing the appropriate reference is hereby made for a information with the Trustee at its statement of the respective rights office in The City of New York on or thereunder of the Company, the prior to the Regular Record Date or Trustee and the Holders of the at least sixteen days prior to Securities, and the terms upon which maturity or earlier redemption or the Securities are, and are to be, repayment as the case may be. The authenticated and delivered. The Trustee will, subject to applicable Medium-Term Notes, Series B (the laws and regulations and until it "Notes") may bear different dates, receives notice to the contrary, make mature at different times, bear such payment and all succeeding interest at different fixed or payments to the Holder of this Note variable rates and have such other by wire transfer to the designated variable differing terms as are account. If, however, a payment provided for in the Indenture. cannot be made by wire transfer This Note will be redeemable at the because the required information has option of the Company only if a not been received by the Trustee on Redemption Date is specified on the or before the requisite date, payment face hereof. If a Redemption Date will be made by check or draft mailed is so provided on the face of this to the Holder of this Note at its Note, this Note may be redeemed by registered address. the Company on any date on and after If the Specified Currency shown on such Redemption Date. On and after the face hereof is not available for the Redemption Date, if any, this the payment of principal, premium, if Note may be redeemed at any time in any, or interest with respect to this whole or in part (provided that any Note due to the imposition of remaining principal amount hereof exchange controls or other shall be an Authorized Denomination circumstances beyond the control of specified on the face hereof) at the the Company, the Company will be option of the Company at a entitled to satisfy its obligations redemption price equal to 100% of to the Holder of this Note by making the principal amount to be redeemed, such payment in U.S. dollars on the together with interest thereon basis of the Market Exchange Rate (as payable to the date of redemption, defined below) on the date of such on notice given not more than 60 nor payment, or if such Market Exchange less than 30 days prior to the date Rate is not then available, on the of redemption. In the event of basis of the most recently available redemption of this Note in part Market Exchange Rate. The "Market only, a new Note for the unredeemed Exchange Rate" means the noon buying portion hereof shall be issued in rate in The City of New York for the name of the Holder hereof upon cable transfers in foreign currencies the surrender hereof. as certified for customs purposes by This Note may be subject to repayment the Federal reserve Bank of New York; at the option of the Holder prior to provided, however, that, in the case its Maturity Date on any Holder's of European Currency Units, the Optional Repayment Date(s), if any, Market Exchange Rate shall be the indicated above. If no Optional rate of exchange determined by the Repayment Dates are set forth above, Commission of the European this Note may not be so repaid at Communities (or any successor the option of the Holder hereof thereto) as published in the Official prior to the Maturity Date. On any Journal of the European Communities, Optional Repayment Date this Note or any successor publication. shall be repayable in whole or in Any payment of principal, premium, if part (provided that any remaining any, or interest required to be made principal amount shall be an on an Interest Payment Date or on the authorized denomination) at the Maturity Date (or date of earlier option of the Holder hereof at a redemption or repayment) which is not repayment price equal to 100% of the a Business Day need not be made on principal amount to be repaid, such day, but may be made on the next together with interest thereon succeeding Business Day with the same payable to the date of repayment. force and effect as if made on such For this Note to be repaid in whole Interest Payment Date or Maturity or in part at the option of the Date (or date of earlier redemption Holder hereof, this Note must be or repayment). received, with the section below If an Event of Default (as defined in entitled "Option to Elect Repayment" the Indenture) with respect to the duly completed, by the Trustee at Notes shall occur and be continuing, its office at 4 Chase MetroTech the principal of all the Notes may be Center, Brooklyn, New York 11245, declared due and payable in the Attention: Corporate Trust manner and with the effect provided Administration, or such address in the Indenture. which the Company shall from time to The Indenture permits, with certain time notify the Holder hereof exceptions as therein provided, the ("Corporate Trust Office"), not more amendment thereof and the than 60 nor less than 30 days prior modification of the rights and to an Optional Repayment Date. This obligations of the Company and the Note must be received by the Trustee rights of the Holders of the by 5:00 P.M., New York City time, on Securities of each series to be the last day for giving such notice. affected under the Indenture at any Exercise of such repayment option by time by the Company and the Trustee the Holder hereof shall be with the consent of the Holders of 66 irrevocable. In the event of 2/3% in aggregate principal amount of payment of this Note in part only, a the Securities at the time new Note for the unpaid portion Outstanding, as defined in the hereof shall be issued in the name Indenture, of each series affected of the Holder hereof upon the thereby. The Indenture also contains surrender hereof. provisions permitting the Holders of The principal of, and premium, if specified percentages in aggregate any, and interest on, this Note are principal amount of the Securities payable by the Company in the of each series at the time Specified Currency shown on the face Outstanding, on behalf of the Holders hereof. of all the Securities of each series, If the box marked "Presumption Yes" to waive compliance by the Company following the term "Conversion into with certain provisions of the U.S. Dollars" on the face hereof has Indenture and certain past defaults been checked, Merrill Lynch under the Indenture and their International Bank as Exchange Rate consequences. Any such consent or Agent (the "Exchange Rate Agent") waiver by the Holder of this Note will convert all payments of shall be conclusive and binding upon principal of, and premium, if any, such Holder and upon all future and interest on, this Note to U.S. Holders of this Note and of any Note dollars, unless the Holder of this issued upon the registration of Note elects to receive such payments transfer hereof or in exchange in the Specified Currency as herefor or in lieu hereof whether or described below. If the box marked not notation of such consent or "Presumption No" following the term waiver is made upon this Note. "Conversion into U.S. Dollars" on No reference herein to the Indenture the face hereof has been checked, and no provision of this Note or of the Holder of this Note will receive the Indenture shall alter or impair all payments of, and premium, if the obligation of the Company, which any, and interest on, this Note in is absolute and unconditional, to pay the Specified Currency unless the the principal of and interest on this Holder of this Note elects to Note at the time, place and rate, and receive such payments in U.S. in the coin or currency, herein dollars as described below. Any prescribed. U.S. dollar amount to be received by As provided in the Indenture and the Holder of this Note will be subject to certain limitations set based on the highest bid quotation forth therein and on the face hereof, in The City of New York received by the transfer of this Note may be the Exchange Rate Agent at registered on the Security Register approximately 11:00 a.m., New York of the Company, upon surrender of City time, on the second Business this Note for registration of Day preceding the applicable payment transfer at the office or agency of date from three recognized foreign the Company in the Borough of exchange dealers (one of which may Manhattan, The City of New York, duly be the Exchange Rate Agent) for the endorsed by, or accompanied by a purchase by the quoting dealer of written instrument of transfer in the Specified Currency shown on the form satisfactory to the Company duly face hereof for U.S. dollars for executed by, the Holder hereof or by settlement on such payment date in his attorney duly authorized in the aggregate amount of such writing, and thereupon one or more Specified Currency payable to all new Notes of authorized denominations Holders scheduled to receive U.S. and for the same aggregate principal dollar payments on such date and at amount, will be issued to the which the applicable dealer commits designated transferee or transferees. to execute a contract. If such bid The Notes are issuable only in quotations are not available, registered form without coupons in payments will be made in the the Authorized Denomination shown on Specified Currency. All currency the face hereof. As provided in the exchange costs will be borne by the Indenture and subject to certain Holder of this Note by deductions limitations therein set forth, the from such payments. "Business Day" Notes are exchangeable for a like means any day which is not a aggregate principal amount of Notes, Saturday or Sunday and which is not as requested by the Holder a day on which banking institutions surrendering the same. are authorized or required by law or No service charge shall be made for regulation to close in The City of any such registration of transfer or New York and the capital city of the exchange, but the Company may require country of the Specified Currency payment of a sum sufficient to cover or, with respect to Multi-Currency any tax or other governmental charge MTNs denominated in European payable in connection therewith. Currency Units, Brussels. Prior to due presentment of this Note If either the box marked "Presumption for registration of transfer, the Yes" or the box marked "Presumption Company, the Trustee and any agent of No" is marked on the face hereof, the Company or the Trustee may treat the Holder hereof may subsequent to the Person in whose name this Note is the issuance hereof request that registered as the owner hereof for future payments of principal hereof, all purposes, whether or not this and premium, if any, and interest Note be overdue, and neither the hereon, be converted, or not be Company, the Trustee nor any such converted, as the case may be, to agent shall be affected by notice to U.S. dollars by transmitting a the contrary. written request for such payments to The Indenture and the Notes shall be the Trustee at its office in The governed by and construed in City of New accordance with the laws of the State York on or prior to the Regular of New York. Record Date or at least sixteen days All terms used in this Note which are prior to maturity or earlier defined in the Indenture shall have redemption or repayment, as the case the meanings assigned to them in the may be. Such request shall include Indenture. appropriate payment instructions and Reference in this Note to "U.S. shall be in writing (mailed or and dollars" is to the currency of the delivered) or by cable, telex or United States of America. Reference facsimile transmission. The Holder in this Note to the "Specified of this Note may elect to receive Currency" is to the Specified all future payments of principal, Currency shown on the face hereof. premium, if any, and interest in either the Specified Currency shown on the face hereof or in U.S. dollars, as specified in the written request, and need not file a separate election for each payment. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the Regular Record Date or at least sixteen days prior to the maturity or earlier redemption or repayment, as the case may be. If the box marked "No" following the term "Conversion into U.S. Dollars" on the face hereof has been checked, the Holder hereof will receive all payments of principal of and premium, if any, and interest on, this Note only in the Specified Currency subject to the provisions set forth in the second succeeding paragraph below, and the Holder hereof may not subsequent to the issuance hereof request that future payments of principal hereof, and premium, if any, and interest hereon, be converted to U.S. dollars.
____________________ OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay the within Note (or portion thereof specified below) pursuant to its terms at a price equal to the principal amount thereof, together with interest to the Optional Repayment Date shown on the face hereof, to the undersigned, at ---------------------------------------------- (Please print or typewrite name and address of the undersigned) If less than the entire principal amount of the within Note is to be repaid, specify the portion thereof (which, when subtracted from the principal amount of this Note, shall equal an Authorized Denomination) which the Holder elects to have repaid: ; and specify the denomination or denominations of the Notes (which shall be Authorized Denominations) to be Issued to the Holder for the portion of the within Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid): Dated: __________________________________ __________________________ Notice: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement. ___________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common UNIF GIFT MIN ACT _______Custodian______ TEN ENT - as tenants by entireties (Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts to Minors of survivorship and not as Act______________ tenants in common (State) Additional abbreviations may also be used though not in the above list. ___________________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OF OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ ________________________________________________________________________________ Please print or typewrite name and address including postal zip code of assignee ________________________________________________________________________________ ________________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing ------------------ Attorney ________________________________________________________________________________ to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: _____________________________ _____________________________________ ____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alternation or enlargement, or any change whatever.