EXHIBIT (4)

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITORY”) TO A NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

REGISTERED   CUSIP No.: 59018YZR5   PRINCIPAL AMOUNT
No. 1     $100,000,000

MERRILL LYNCH & CO., INC.

MEDIUM-TERM NOTE, SERIES C

Original Issue Discount Notes due February 15, 2037

(the “Notes”)

MERRILL LYNCH & CO., INC., a Delaware corporation (hereinafter referred to as the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the Principal Amount (as defined below) on February 15, 2037 (the “Stated Maturity Date”) in accordance with the terms below, unless earlier redeemed.

Payment of the Principal Amount or the Redemption Price with respect to this Global Note shall be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Payment on the Stated Maturity Date

Unless the Notes have been redeemed at the option of the Company, a Holder shall be entitled to receive a cash amount equal to the Principal Amount.

 


Redemption at the Option of the Company

On February 15 or August 15 of each year (or if such date is not a Business Day, the next succeeding Business Day), commencing February 15, 2008, the Company may redeem the Notes (if elected, the “Redemption Date”) in whole, but not in part, with not less than five Business Days (as defined below) notice, prior to the Redemption Date for a Redemption Price specified in the Redemption Schedule below.

Redemption Schedule

 

Redemption Date  

Redemption Price

(% of Principal

Amount)

  Redemption Date  

Redemption Price

(% of Principal

Amount)

2/15/2008   13.597074%   8/15/2027   52.015010%
8/15/2008   14.072980%   2/15/2028   53.835566%
2/15/2009   14.565542%   8/15/2028   55.719842%
8/15/2009   15.075345%   2/15/2029   57.670069%
2/15/2010   15.602991%   8/15/2029   59.688556%
8/15/2010   16.149105%   2/15/2030   61.777690%
2/15/2011   16.714333%   8/15/2030   63.939945%
8/15/2011   17.299344%   2/15/2031   66.177881%
2/15/2012   17.904831%   8/15/2031   68.494145%
8/15/2012   18.531511%   2/15/2032   70.891481%
2/15/2013   19.180125%   8/15/2032   73.372724%
8/15/2013   19.851440%   2/15/2033   75.940812%
2/15/2014   20.546252%   8/15/2033   78.598785%
8/15/2014   21.265383%   2/15/2034   81.349788%
2/15/2015   22.009684%   8/15/2034   84.197079%
8/15/2015   22.780036%   2/15/2035   87.144026%
2/15/2016   23.577350%   8/15/2035   90.194118%
8/15/2016   24.402571%   2/15/2036   93.350964%
2/15/2017   25.256676%   8/15/2036   96.618303%
8/15/2017   26.140674%   2/15/2037   100.000000%
2/15/2018   27.055613%    
8/15/2018   28.002575%    
2/15/2019   28.982682%    
8/15/2019   29.997093%    
2/15/2020   31.047008%    
8/15/2020   32.133672%    
2/15/2021   33.258369%    
8/15/2021   34.422432%    
2/15/2022   35.627237%    
8/15/2022   36.874211%    
2/15/2023   38.164830%    
8/15/2023   39.500621%    


2/15/2024   40.883166%    
8/15/2024   42.314101%    
2/15/2025   43.795119%    
8/15/2025   45.327974%    
2/15/2026   46.914480%    
8/15/2026   48.556514%    
2/15/2027   50.256020%    

Business Day

Any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which the banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.

General

All percentages resulting from any calculation on the Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or ..0987655). All dollar amounts used in or resulting from any calculation shall be rounded to the nearest cent with one-half cent being rounded upward.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Note is one of a duly authorized issue of Securities (hereinafter called the “Securities”) of the Company designated as its Medium-Term Notes, Series C. The Securities are issued and to be issued under an indenture (the “Indenture”) dated as of April 1, 1983, as amended and restated, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) (herein called the “Trustee”, which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes and the terms upon which the Notes are to be authenticated and delivered.

The Notes are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes as requested by the Holder surrendering the same. If (x) the Depository is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 60 days, (y) the Company executes and delivers to the Trustee a Company Order to the effect that this Note shall be exchangeable or (z) an Event of Default has occurred and is continuing with respect to the Notes, this Note shall be exchangeable for Notes in definitive form of like tenor and of an equal aggregate principal amount, in authorized denominations. Such definitive Notes shall be registered in such name or names as the Depository shall instruct the Trustee. If definitive Notes are so delivered, the Company may


make such changes to the form of this Note as are necessary or appropriate to allow for the issuance of such definitive Notes.

This Note is not subject to any sinking fund.

In case an Event of Default (as defined in the Indenture) with respect to any Notes shall have occurred and be continuing, the amount payable to a Holder of a Note upon any acceleration permitted by the Notes, with respect to each $1,000 principal amount of Notes, will be equal to the Principal Amount payable on that date per Note, calculated as if such date were a Redemption Date and using an accrual rate of 7.000117%.

In case of default in payment of this Global Note, whether at the Stated Maturity Date, on an Redemption Date or upon acceleration, from and after such date this Global Note shall bear interest, payable upon demand of the Holders thereof, at the then current Federal Funds Rate, reset daily, to the extent that such payment of interest shall be legally enforceable on the unpaid amount due and payable on such date in accordance with the terms of this Global Note to the date payment of such amount has been made or duly provided for.

“Federal Funds Rate” means:

 

  (1) the rate with respect to a particular interest determination date for United States dollar federal funds displayed on Reuters or any successor service on page H15FED1 or any other page as may replace page H15FED1 on that service (“Reuters page H15FED1”), or

 

  (2) if the rate referred to in clause (1) does not appear on Reuters page H15FED1 or is not published by 3:00 P.M., New York City time, on the related calculation date, the rate with respect to a particular interest determination date for United States dollar federal funds as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “Federal Funds (Effective)”, or

 

  (3) if the rate referred to in clause (2) is not published by 3:00 P.M., New York City time, on the related calculation date, the rate with respect to a particular interest determination date calculated by the Calculation Agent as the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of United States dollar federal funds transactions in The City of New York, which may include the agent or its affiliates, selected by the Calculation Agent prior to 9:00 A.M., New York City time, on the Business Day following that interest determination date, or

 

  (4) if the brokers selected by the Calculation Agent are not quoting as mentioned in clause (3), the Federal Funds Rate for the Business Day preceding the particular interest determination date.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 2/3% in aggregate original public offering price or principal amount, as the case may be, of the Securities at any time Outstanding of each series affected thereby. Holders of specified percentages in aggregate original public offering price or principal amount, as the case may be, of the Securities of each


series at the time Outstanding, on behalf of the Holders of all the Securities of each series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Redemption Amount and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations set forth therein and herein, the transfer of this Note may be registered on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York.

All terms used in this Note which are defined in the Indenture but not in this Note shall have the meanings assigned to them in the Indenture.

 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or in facsimile, and an imprint or facsimile of its corporate seal to be imprinted hereon.

Dated: February 15, 2007

 

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture.

    Merrill Lynch & Co., Inc.
[Copy of Seal]              
The Bank of New York, as Trustee:     By:          
         

John Thurlow

Assistant Treasurer

By:           Attest:      
  Authorized Officer        

Judith A. Witterschein

Secretary


ASSIGNMENT/TRANSFER FORM

FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto

(insert Taxpayer Identification No.)

    
 

(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.

 

Date

              
         NOTICE: The signature of the registered Holder to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatsoever.