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- 6,400,000 Units
CUSIP 59021J 82 8 (Each Unit representing $16.15 principal
amount of Callable STRIDES)


MERRILL LYNCH & CO., INC.
8% Callable STock Return Income DEbt Securities/SM/
due November 21, 2003
Payable at maturity with EMC Corporation 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 8% per year payable quarterly in arrears on February 21st,
May 21st, August 21st, and November 21st of each year beginning February 21,
2002. On November 21, 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 EMC Corporation ("EMC") common stock, subject to adjustment for certain
corporate events relating to EMC 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 interest, EMC 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 8% Callable STock
Return Income DEbt Securities/SM/ due November 21, 2003, payable at maturity
with EMC Corporation common stock.

Interest

The Company will pay interest on the Callable STRIDES at a rate of 8% per
year on the principal amount represented by this Callable STRIDES Security from
November 21, 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 21st, May 21st, August
21st and November 21st of each year (each such date being an "Interest Payment
Date") and on the Stated Maturity or Call Date, as applicable, beginning
February 21, 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 EMC
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 EMC common stock that is not divisible by a whole number; however, the
Company will not distribute fractional shares of EMC 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 EMC common
stock. If the Stated Maturity is not a Business Day, each Unit shall receive the
EMC 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 22, 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 10 Business 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 21,
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 21, 2001 by
that same discount factor, will equal $16.15.

"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 EMC 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 EMC for cash or in connection with the occurrence of a partial
tender or exchange offer for EMC common stock by EMC.

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 EMC common stock is subject to a stock split or reverse stock split,
then once any split has become effective, the Share Multiplier relating to EMC
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 EMC 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 EMC common stock is subject (i) to a stock dividend that is given
ratably to all holders of shares of EMC common stock or (ii) to a distribution
of such shares of EMC common stock as a result of the triggering of any
provision of the corporate charter of EMC, 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 EMC common stock issued with respect to one
share of EMC 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 EMC 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 EMC common stock, a dividend or other distribution
which exceeds the immediately preceding non-Extraordinary Dividend for EMC
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 EMC 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 EMC 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:

4


. the prior Share Multiplier and

. a fraction, the numerator of which is the Closing Market Price per
share of EMC 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 EMC 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 EMC 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 EMC 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 EMC 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
EMC 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

. 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


5


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 EMC 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 EMC 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 EMC 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 EMC common stock on the
primary market for EMC 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 EMC 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 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.


6


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 EMC
common stock,

(4) a suspension of trading in an options contract on EMC 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 EMC common stock, and

(5) a suspension, absence or material limitation of trading on the primary
securities market on which options contracts related to EMC 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 EMC common stock, then the above definition shall
be revised to include each such security in the same manner as EMC common stock
is considered in determining whether a Market Disruption Event exists.

Issuance of transferable rights or warrants

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

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



7


. 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
EMC common stock outstanding immediately prior to the issuance of such
rights or warrants plus the number of additional shares of EMC 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
EMC common stock outstanding immediately prior to the issuance of such
rights or warrants plus the number of additional shares of EMC common
stock which the aggregate offering price of the total number of shares
of EMC 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 EMC 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 EMC common stock,
including, without limitation, as a result of the issuance of tracking
stock by EMC,

(b) EMC, or any surviving entity or subsequent surviving entity of EMC (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 EMC or any Successor Entity
with another corporation occurs, other than pursuant to clause (b)
above,

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

(e) EMC issues to all of its shareholders equity securities of an issuer
other than EMC, 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 EMC (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.

8


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 EMC common stock multiplied
by the Share Multiplier in effect on the date all of the holders of
shares of EMC 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 EMC
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 EMC 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
EMC 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 EMC 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 EMC 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 EMC
multiplied by the Share Multiplier in effect.

In the case of a Spin-off Event, if EMC common stock is outstanding after the
Reorganization Event, then instead of receiving the Reorganization Event Amount
at the Stated Maturity, the Share Multiplier may be adjusted in the discretion
of the Calculation Agent to equal the Share Multiplier in effect for EMC 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 EMC 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 EMC common stock
or any security received in a Reorganization Event in which an offeree may elect
to receive cash or

9


other property, EMC 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 JPMorgan Chase 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 with
respect to such Unit, 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 22, 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 2.3% per annum (to the extent that
payment of such interest shall be legally enforceable) on 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

10


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 $16.15 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 $16.15 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.

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.

11


Unless the certificate of authentication hereon has been executed by
JPMorgan Chase 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 21, 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.

JPMorgan Chase Bank, as Trustee By:
Treasurer


By: Attest:
Authorized Officer Secretary































13