INSTRUMENTS DEF. THE RIGHTS OF SECURITY HOLDERS

EXHIBIT (4)

THIS CALLABLE STRIDES SECURITY IS A GLOBAL SECURITY 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
CALLABLE STRIDES SECURITIES IN CERTIFICATED FORM, THIS CALLABLE STRIDES SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS
CALLABLE STRIDES SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
MERRILL LYNCH & CO., INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CALLABLE STRIDES SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.

No. R- 12,000,000 Units
CUSIP 59021J 84 4 (Each Unit representing $9.99 principal
amount of Callable STRIDES)

MERRILL LYNCH & CO., INC.
9% Callable STock Return Income DEbt Securities/SM/
due November 3, 2003
Payable at maturity with Sun Microsystems, Inc. common stock
("Callable STRIDES/SM/")

Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred
to as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CEDE & CO., or its registered assigns, if not previously called, for each Unit
interest at a rate of 9% per year payable quarterly in arrears on February
3/rd/, May 3/rd/, August 3/rd/, and November 3/rd/ of each year beginning
February 3, 2002. On November 3, 2003 (the "Stated Maturity"), if not called on
or prior to the Stated Maturity, the Company hereby promises to pay to CEDE &
CO., or its registered assigns, for each Unit any accrued and unpaid interest
plus one share of Sun Microsystems, Inc. ("Sun Microsystems") common stock,
subject to adjustment for certain corporate events relating to Sun Microsystems
as described below. If the Callable STRIDES are called by the Company, the
Company hereby promises to pay to CEDE & CO., or its registered assigns, for
each Unit any accrued and unpaid interest plus the Call Price, as defined below,
on the Call Date, as defined below.


Payment or delivery of the interest, Sun Microsystems common stock,
Call Price, and any interest on any overdue amount thereof with respect to this
Security 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, if applicable, as at the time of
payment is legal tender for payment of public and private debts.

This Callable STRIDES Security is one of the series of 9% Callable
STock Return Income DEbt Securities/SM/ due November 3, 2003, payable at
maturity with Sun Microsystems, Inc. common stock.

Interest

The Company will pay interest on the Callable STRIDES at a rate of 9%
per year on the principal amount represented by this Callable STRIDES Security
from November 1, 2001, or from the most recent Interest Payment Date, as defined
below, for which interest has been paid or provided for, to but excluding the
Stated Maturity or Call Date, as applicable. Interest will be paid on the
Callable STRIDES in cash quarterly in arrears on February 3rd, May 3/rd/, August
3/rd/ and November 3/rd/ of each year (each such date being an "Interest Payment
Date") and on the Stated Maturity or Call Date, as applicable, beginning
February 3, 2002. Interest on the Callable STRIDES will be computed on the basis
of 360-day year of twelve 30-day months. If an Interest Payment Date falls on a
day that is not a Business Day, that interest payment will be made on the next
Business Day with no additional interest accruing as a result of the delayed
payment.

Payment at the Stated Maturity

If the Company does not call the Callable STRIDES on or prior to the
Stated Maturity then on the Stated Maturity each Unit will be entitled to
receive a cash payment equal to any accrued and unpaid interest plus one share
of Sun Microsystems common stock or the Reorganization Event Amount, as
applicable; however, if the Share Multiplier, as defined below, is more or less
than one (1), due to certain corporate events, as described below, then each
Unit will receive the number of shares equal to the product of one (1) and the
Share Multiplier. If the Share Multiplier is adjusted to account for certain
corporate events, as described below, on the Stated Maturity each Unit may be
entitled to receive a number of shares of Sun Microsystems common stock that is
not divisible by a whole number; however, the Company will not distribute
fractional shares of Sun Microsystems common stock. In lieu of delivering
fractional shares at the Stated Maturity, each Unit will instead be entitled to
receive a cash payment equal to the cash value of the fractional share based
upon the Closing Market Price, as defined below, of Sun Microsystems common
stock. If the Stated Maturity is not a Business Day, each Unit shall receive the
Sun Microsystems common stock and any accrued and unpaid interest or other
amounts due on the next Business Day with no additional interest accruing as a
result of the delayed payment.

Payment at the Call Date

If the Company chooses to call the Callable STRIDES on or prior to the
Stated Maturity each Unit will be entitled to receive the Call Price plus any
accrued and unpaid interest on the

2


Call Date. The Company may call the Callable STRIDES, in whole but not in part,
on any Business Day beginning on November 4, 2002 to and including the Stated
Maturity (any such date being the "Call Date") by giving notice to the Trustee,
as defined below, at least 20 calendar days prior to the Call Date. Such notice
will specify the Call Date, Call Price and the amount of accrued and unpaid
interest payable on the Call Date. The Call Price is an amount, per each Unit of
the Callable STRIDES, that when discounted from the Call Date to November 1,
2001 by a discount factor based on an annual yield to call of 37% and added to
the present value of all interest payments discounted to November 1, 2001 by
that same discount factor, will equal $9.99.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law to close and with respect to the Stated
Maturity is also a day that is a Trading Day.

"Trading Day" means a day on which the New York Stock Exchange (the
"NYSE"), the American Stock Exchange and the Nasdaq Stock Market are open for
trading as determined by the Calculation Agent.

"Share Multplier" initially means 1.0, but is subject to adjustment due
to certain corporate events described below.

The "Calculation Agent" for all purposes related to the Callable
STRIDES shall be Merrill Lynch, Pierce, Fenner & Smith Incorporated. All
determinations made by the Calculation Agent shall be at the sole discretion of
the Calculation Agent and, absent a determination by the Calculation Agent of a
manifest error, shall be conclusive for all purposes and binding on the Company
and the Holders and beneficial owners of the Callable STRIDES.

Adjustments to the Share Multiplier; Market Disruption Events

No adjustments to the Share Multiplier will be required unless the
Share Multiplier adjustment would require a change of at least 0.1% in the Share
Multiplier then in effect. The Share Multiplier resulting from any of the
adjustments specified below will be rounded to the nearest one thousandth with
five ten-thousandths being rounded upward.

No adjustments to the Share Multiplier will be required other than
those specified below. However, the Company may, at its sole discretion, cause
the Calculation Agent to make additional adjustments to the Share Multiplier to
reflect changes occurring in relation to Sun Microsystems common stock or any
other security received in a Reorganization Event, as defined below, in other
circumstances where the Company determines that it is appropriate to reflect
those changes.

The Calculation Agent shall be solely responsible for the determination
and calculation of any adjustments to the Share Multiplier and of any related
determinations and calculations with respect to any distributions of stock,
other securities or other property or assets, including cash, in connection with
any corporate event described below, and its determinations and calculations
shall be conclusive absent manifest error.

3


No adjustments will be made for certain other events, such as offerings
of common stock by Sun Microsystems for cash or in connection with acquisitions
or the occurrence of a partial tender or exchange offer for Sun Microsystems
common stock by Sun Microsystems or any third party.

The Company will, within ten Business Days following the occurrence of
an event that requires an adjustment to the Share Multiplier, or if the Company
is not aware of this occurrence, as soon as practicable after becoming so aware,
provide written notice to the Trustee and, if applicable, a statement in
reasonable detail setting forth the adjusted Share Multiplier.

Stock splits and reverse stock splits

If Sun Microsystems common stock is subject to a stock split or reverse
stock split, then once any split has become effective, the Share Multiplier
relating to Sun Microsystems common stock will be adjusted to equal the product
of the prior Share Multiplier and the number of shares which a holder of one
share of Sun Microsystems common stock before the effective date of that stock
split or reverse stock split would have owned or been entitled to receive
immediately following the applicable effective date.

Stock dividends

If Sun Microsystems common stock is subject (i) to a stock dividend
that is given ratably to all holders of shares of Sun Microsystems common stock
or (ii) to a distribution of such shares of Sun Microsystems common stock as a
result of the triggering of any provision of the corporate charter of Sun
Microsystems, then once the dividend has become effective and the shares are
trading ex-dividend, then the Share Multiplier will be adjusted so that the new
Share Multiplier shall equal the prior Share Multiplier plus the product of:

. the number of shares of Sun Microsystems common stock issued
with respect to one share of Sun Microsystems common stock and

. the prior Share Multiplier.

Extraordinary Dividends

There will be no adjustments to the Share Multiplier to reflect any
cash dividends or distributions paid with respect to Sun Microsystems common
stock other than distributions described under clause (e) of Reorganization
Events below and Extraordinary Dividends as described below.

An "Extraordinary Dividend" means, with respect to a cash dividend or
other distribution with respect to Sun Microsystems common stock, a dividend or
other distribution which exceeds the immediately preceding non-Extraordinary
Dividend for Sun Microsystems common stock (as adjusted for any subsequent
corporate event requiring an adjustment hereunder) by an amount equal to at
least 10% of the Closing Market Price of Sun Microsystems common stock on the
Trading Day preceding the ex-dividend date with respect to the Extraordinary
Dividend (the "Ex-Dividend Date"). If an Extraordinary Dividend occurs with
respect to Sun Microsystems

4


common stock, the Share Multiplier will be adjusted on the Ex-Dividend Date with
respect to the Extraordinary Dividend so that the new Share Multiplier will
equal the product of:

. the prior Share Multiplier and

. a fraction, the numerator of which is the Closing Market Price
per share of Sun Microsystems common stock on the Trading Day
preceding the Ex-Dividend Date, and the denominator of which is
the amount by which the Closing Market Price on the Trading Day
preceding the Ex-Dividend Date exceeds the Extraordinary
Dividend Amount.

The "Extraordinary Dividend Amount" with respect to an Extraordinary
Dividend for Sun Microsystems common stock will equal:

. in the case of cash dividends or other distributions that
constitute quarterly dividends, the amount per share of that
Extraordinary Dividend minus the amount per share of the
immediately preceding non-Extraordinary Dividend for such
shares of Sun Microsystems common stock, or

. in the case of cash dividends or other distributions that do
not constitute quarterly dividends, the amount per share of
that Extraordinary Dividend.

To the extent an Extraordinary Dividend is not paid in cash, the value
of the non-cash component will be determined by the Calculation Agent, whose
determination shall be conclusive. A distribution on Sun Microsystems common
stock described in clause (e) of Reorganization Events below that also
constitutes an Extraordinary Dividend shall only cause an adjustment to the
Share Multiplier pursuant to clause (e) under Reorganization Events.

"Closing Market Price" means if Sun Microsystems common stock (or any
other security for which a Closing Market Price must be determined for purposes
of this Callable STRIDES) is listed on a national securities exchange in the
United States, is a Nasdaq National Market System ("Nasdaq NMS") security or is
included in the OTC Bulletin Board Service ("OTC Bulletin Board") operated by
the National Association of Securities Dealers, Inc. (the "NASD"), then the
Closing Market Price for any date of determination on any Trading Day means for
one share of Sun Microsystems common stock (or any other security for which a
Closing Market Price must be determined for purposes of the Callable STRIDES):

. the last reported sale price, regular way, on that day on the
principal United States securities exchange registered under
the Securities Exchange Act of 1934, as amended, on which that
security is listed or admitted to trading (without taking into
account any extended or after-hours trading session), or

. if not listed or admitted to trading on any such securities
exchange or if the last reported sale price is not obtainable,
the last reported sale price on the over-the- counter market as
reported on the Nasdaq NMS or OTC Bulletin Board on that day
(without taking into account any extended or after-hours
trading session), or

5


. if the last reported sale price is not available for any
reason, including, without limitation, the occurrence of a
Market Disruption Event, pursuant to (1) and (2) below, the
mean of the last reported bid and offer price of the principal
trading session on the over-the-counter market as reported on
the Nasdaq Stock Market or OTC Bulletin Board on that day as
determined by the Calculation Agent or from as many dealers in
such security, but not exceeding three, as have made the bid
prices available to the Calculation Agent after 3:00 p.m.,
local time in the principal market, on that date (without
taking into account any extended or after-hours trading
session).

If Sun Microsystems common stock (or any other security for which a
Closing Market Price must be determined for purposes of the Callable STRIDES) is
not listed on a national securities exchange in the United States, is not a
Nasdaq NMS security or included in the OTC Bulletin Board Service operated by
the NASD, then the Closing Market Price for any date of determination on any
Trading Day means for one share of Sun Microsystems common stock (or any other
security for which a Closing Market Price must be determined for purposes of the
Callable STRIDES) the last reported sale price on that day on the securities
exchange on which that security is listed or admitted to trading with the
greatest volume of trading for the calendar month preceding such Trading Day as
determined by the Calculation Agent; provided that if such last reported sale
price is for a transaction which occurred more than four hours prior to the
close of that exchange, then the Closing Market Price shall mean the average
(mean) of the last available bid and offer price on that exchange.

If Sun Microsystems common stock (or any other security for which a
Closing Market Price must be determined for purposes of the Callable STRIDES) is
not listed or admitted to trading on any such securities exchange or if such
last reported sale price or bid and offer are not obtainable, then the Closing
Market Price shall mean the average (mean) of the last available bid and offer
prices in such market of the three dealers which have the highest volume of
transactions in that security in the immediately preceding calendar month as
determined by the Calculation Agent based on information that is reasonably
available to it.

"Market Disruption Event" means:

(1) a suspension, absence, including the absence of an official
closing price, or material limitation of trading of Sun
Microsystems common stock on the primary market for Sun
Microsystems common stock for more than two hours of trading or
during the one-half hour period preceding or at the close of
trading, as determined by the Calculation Agent in its sole
discretion; or the suspension or material limitation on the
primary market for trading in options contracts related to Sun
Microsystems common stock, if available, during the one-half
hour period preceding or at the close of trading in the
applicable market,in each case as determined by the Calculation
Agent in its sole discretion; and

(2) a determination by the Calculation Agent in its sole discretion
that the event described in clause (1) above materially
interfered with the ability of the

6


Company or any of its affiliates or the Calculation Agent to
unwind all or a material portion of the hedge with respect to
these Callable STRIDES.

For purposes of determining whether a Market Disruption Event has
occurred:

(1) a limitation on the hours or number of days of trading will not
constitute a Market Disruption Event if it results from an
announced change in the regular business hours of the relevant
exchange,

(2) a decision to permanently discontinue trading in the relevant
options contract will not constitute a Market Disruption Event,

(3) limitations pursuant to any rule or regulation enacted or
promulgated by the NYSE or the Nasdaq Stock Market or other
regulatory organization with jurisdiction over the NYSE or the
Nasdaq Stock Market on trading during significant market
fluctuations will constitute a suspension or material limitation
of trading in Sun Microsystems common stock,

(4) a suspension of trading in an options contract on Sun
Microsystems common stock by the primary securities market
trading in the options, if available, by reason of:

. a price change exceeding limits set by the securities
exchange or market,

. an imbalance of orders relating to the contracts, or

. a disparity in bid and ask quotes relating to the contracts

will constitute a suspension or material limitation of trading in
options contracts related to Sun Microsystems common stock, and

(5) a suspension, absence or material limitation of trading on the
primary securities market on which options contracts related to
Sun Microsystems common stock are traded will not include any
time when that securities market is itself closed for trading
under ordinary circumstances.

If the Reorganization Event Amount, as defined below, includes the
market price of securities other than Sun Microsystems common stock, then the
above definition shall be revised to include each such security in the same
manner as Sun Microsystems common stock is considered in determining whether a
Market Disruption Event exists.

Issuance of transferable rights or warrants

If Sun Microsystems issues transferable rights or warrants to all
holders of Sun Microsystems common stock to subscribe for or purchase Sun
Microsystems common stock, including new or existing rights to purchase Sun
Microsystems common stock pursuant to a

7


shareholder's rights plan or arrangement, once a triggering event shall have
occurred thereunder, at an exercise price per share less than the Closing Market
Price of one share of Sun Microsystems common stock on:

. the date the exercise price of those rights or warrants is
determined and

. the expiration date of those rights or warrants,

then, in each case, if the expiration date of those rights or warrants precedes
the Stated Maturity of the Callable STRIDES, then the Share Multiplier will be
adjusted to equal the product of:

. the prior Share Multiplier and

. a fraction, the numerator of which shall be the number of
shares of Sun Microsystems common stock outstanding
immediately prior to the issuance of such rights or warrants
plus the number of additional shares of Sun Microsystems
common stock offered for subscription or purchase pursuant to
those rights or warrants and the denominator of which shall
be the number of shares of Sun Microsystems common stock
outstanding immediately prior to the issuance of such rights
or warrants plus the number of additional shares of Sun
Microsystems common stock which the aggregate offering price
of the total number of shares of Sun Microsystems common
stock so offered for subscription or purchase pursuant to
those rights or warrants would purchase at the Closing Market
Price of one share of Sun Microsystems common stock on the
expiration date of those rights or warrants, which shall be
determined by multiplying the total number of shares offered
by the exercise price of those rights or warrants and
dividing the product so obtained by such Closing Market
Price.

Reorganization Events

If prior to the Stated Maturity of the Callable STRIDES,

(a) there occurs any reclassification or change of Sun
Microsystems common stock, including, without limitation, as
a result of the issuance of tracking stock by Sun
Microsystems,

(b) Sun Microsystems, or any surviving entity or subsequent
surviving entity of Sun Microsystems (a "Successor Entity"),
has been subject to a merger, combination or consolidation
and is not the surviving entity,

(c) any statutory exchange of securities of Sun Microsystems or
any Successor Entity with another corporation occurs, other
than pursuant to clause (b) above,

(d) Sun Microsystems is liquidated or is subject to a proceeding
under any applicable bankruptcy, insolvency or other similar
law,

8


(e) Sun Microsystems issues to all of its shareholders equity
securities of an issuer other than Sun Microsystems, other
than in a transaction described in clauses (b), (c) or (d)
above (a "Spin-off Event"), or

(f) a tender or exchange offer or going-private transaction is
consummated for all the outstanding shares of Sun
Microsystems (an event in clauses (a) through (f) a
"Reorganization Event"),

then at the Stated Maturity each Unit of the Callable STRIDES will be entitled
to receive the Reorganization Event Amount defined below.

The "Reorganization Event Amount" shall be determined by the
Calculation Agent and shall equal for each Unit of the Callable STRIDES the sum
of the following:

(1) for any cash received in a Reorganization Event, an amount
equal to the amount of cash received per share of Sun
Microsystems common stock multiplied by the Share Multiplier
in effect on the date all of the holders of shares of Sun
Microsystems common stock irrevocably receive such cash,

(2) for any property other than cash or securities received in a
Reorganization Event, the market value, as determined by the
Calculation Agent, of the property received for each share of
Sun Microsystems common stock at the date of the receipt of
the property multiplied by the Share Multiplier in effect and
payable in cash,

(3) for any security received in a Reorganization Event, an
amount in cash equal to (a) the average of Closing Market
Prices for such security calculated over one to ten Trading
Days from the date of the distribution of such security, as
selected at the sole discretion of the Calculation Agent, in
the same manner as the Closing Market Price of Sun
Microsystems common stock is calculated (or, if the use of
the same manner of determining the Closing Market Price of
such security is not possible, in a manner determined by the
Calculation Agent), multiplied by (b) the number of units of
such security received for each share of Sun Microsystems
common stock multiplied by the Share Multiplier in effect,
and

(4) for any security received in the case of a Spin-off Event, in
addition to the shares of Sun Microsystems common stock, an
amount in cash equal to (a) the average Closing Market Prices
for such security calculated over one to ten Trading Days
from the date of distribution of such security, in the same
manner as the Closing Market Price of Sun Microsystems common
stock is calculated (or, if the use of the same manner of
determining the Closing Market Price of such security is not
possible, in a manner determined by the Calculation Agent),
multiplied by (b) the number of units of such security
received for each share of common stock of Sun Microsystems
multiplied by the Share Multiplier in effect.

In the case of a Spin-off Event, if Sun Microsystems common stock is outstanding
after the Reorganization Event, then instead of receiving the Reorganization
Event Amount at the Stated

9


Maturity, the Share Multiplier may be adjusted in the discretion of the
Calculation Agent to equal the Share Multiplier in effect for Sun Microsystems
common stock at the time of the issuance of the securities received in the
Spin-off Event plus a value equal to the Reorganization Event Amount divided by
the average of the Closing Market Prices for Sun Microsystems common stock over
one to ten Trading Days selected at the sole discretion of the Calculation Agent
at the time of the election by the Calculation Agent to adjust the Share
Multiplier. Such adjustment may be made by the Calculation Agent in its sole
discretion instead of paying the Reorganization Event Amount described in (4)
above.

In the event of a tender or exchange offer with respect to Sun
Microsystems common stock or any security received in a Reorganization Event in
which an offeree may elect to receive cash or other property, Sun Microsystems
common stock or any such security received in a Reorganization Event shall be
deemed to include the kind and amount of cash and other property received by
offerees who elect to receive cash.

General

This Callable STRIDES is one of a duly authorized issue of Securities
of the Company, issued and to be issued under an Indenture, dated as of April 1,
1983, as amended and restated (herein referred to as the "Indenture"), between
the Company and The Chase Manhattan Bank, as Trustee (herein referred to as 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 thereunder of the Company, the Trustee
and the Holders of the Callable STRIDES, and the terms upon which the Callable
STRIDES are, and are to be, authenticated and delivered.

The Company hereby covenants for the benefit of the Holders of the
Callable STRIDES, to the extent permitted by applicable law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of the Callable STRIDES.

As described above, the Callable STRIDES are subject to redemption by
the Company, but not at the option of the Holder, prior to the Stated Maturity.

In case an Event of Default with respect to any Callable STRIDES shall
have occurred and be continuing, the amount payable to a Holder of a Callable
STRIDES upon any acceleration permitted by the Callable STRIDES, with respect to
each Unit hereof, will be equal to the consideration due at the Stated Maturity,
calculated as though the date of acceleration were the Stated Maturity of the
Callable STRIDES, provided, however, that the value of such consideration shall
not be greater than an amount equal to the Call Price plus any accrued and
unpaid interest to but excluding the Call Date, calculated as though the date of
acceleration were the Call Date, whether or not such date is before or after
November 4, 2002.

In case of default in payment of the Callable STRIDES (whether at any
Interest Payment Date, the Stated Maturity, the Call Date or upon acceleration),
from and after that date the Callable STRIDES shall bear interest, payable upon
demand of the Holders thereof, at the rate of 2.576 % per annum (to the extent
that payment of such interest shall be legally enforceable) on


10


the unpaid amount due and payable on such date in accordance with the terms of
the Callable STRIDES to the date payment of such amount has been made or duly
provided for.

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 not less than 66 2/3% in aggregate principal amount of
the Securities at the time Outstanding, as defined in the Indenture, of each
series affected thereby. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all
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 Callable
STRIDES shall be conclusive and binding upon such Holder and upon all future
Holders of this Callable STRIDES and of any Callable STRIDES 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 Callable STRIDES.

No reference herein to the Indenture and no provision of this Callable
STRIDES or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay any consideration due with respect
to this Callable STRIDES and any interest on any overdue amount thereof 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 on the first page hereof, the transfer of this Callable
STRIDES may be registered on the Security Register of the Company, upon
surrender of this Callable STRIDES 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 Callable
STRIDES, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

The Callable STRIDES are issuable only in registered form without
coupons in denominations of $9.99 and integral multiples thereof. This Callable
STRIDES shall remain in the form of a global security held by a Depository.
Notwithstanding the foregoing, if (x) any 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 Callable STRIDES shall be exchangeable
or (z) an Event of Default has occurred and is continuing with respect to the
Callable STRIDES, this Callable STRIDES shall be exchangeable for Callable
STRIDES in definitive form of like tenor and of an equal aggregate principal
amount, in denominations of $9.99 and integral multiples thereof. Such
definitive Callable STRIDES shall be registered in such name or names as the
Depository shall instruct the Trustee. If definitive Callable STRIDES are so
delivered, the Company may make such changes to the form of this Callable
STRIDES as are necessary or appropriate to allow for the issuance of such
definitive Callable STRIDES.


11


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 governmental charge payable in connection therewith.

Prior to due presentment of this Callable STRIDES 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 Callable STRIDES is registered as the
owner hereof for all purposes, whether or not this Callable STRIDES be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

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

Unless the certificate of authentication hereon has been executed by
The Chase Manhattan Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
Callable STRIDES shall not be entitled to any benefits under the Indenture or be
valid or obligatory for any purpose.


12


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.

Dated: November 1, 2001



CERTIFICATE OF AUTHENTICATION Merrill Lynch & Co., Inc.
This is one of the Securities of the series
designated therein referred to in the [Copy of Seal]
within-mentioned Indenture.

The Chase Manhattan Bank, as Trustee By:
Treasurer

By: Attest:
Authorized Officer Secretary


13