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- 7,500,000 Units
CUSIP 59012J 75 2 (Each Unit representing $7.37 principal
amount of Callable STRIDES)


MERRILL LYNCH & CO., INC.
9% Callable STock Return Income DEbt Securities/SM/
due February 2, 2004
Payable at maturity with JDS Uniphase 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 9% per year payable quarterly in arrears on February 2nd,
May 2nd, August 2nd and November 2nd of each year beginning May 2, 2002. On
February 2, 2004 (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 JDS Uniphase Corporation ("JDSU") common stock, subject to adjustment for
certain corporate events relating to JDSU 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, JDSU common stock, the 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 February 2, 2004, payable at
maturity with JDS Uniphase Corporation 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 February 1, 2002, 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 2nd, May 2nd, August
2nd and November 2nd of each year (each such date being an "Interest Payment
Date") and on the Stated Maturity or Call Date, as applicable, beginning May 2,
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 JDSU 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 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 JDSU
common stock that is not divisible by a whole number; however, the Company will
not distribute fractional shares of JDSU 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 JDSU common stock. If the
Stated Maturity is not a Business Day, each Unit shall receive the JDSU 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 Call Date. The Company may call the Callable
STRIDES, in whole but not in part, on any


2



Business Day beginning on February 3, 2003 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 February 1,
2002 by a discount factor based on an annual yield to call of 42% and added to
the present value of all interest payments made through and including the Call
Date discounted to February 1, 2002 by that same discount factor, will equal
$7.37.

"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 Multiplier" 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. The Calculation Agent will not be
required to make any adjustments to the Share Multiplier after the close of
business on the fourth Business Day immediately prior to the maturity date or
early redemption date, as applicable.

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

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,



3



in connection with any corporate event described below; and its determinations
and calculations shall be conclusive absent manifest error.

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

The Company will, within ten Business Days following the occurrence of
an event that requires an adjustment to the Share Multiplier, or, if later,
within ten Business Days following the date on which the Company becomes aware
of this occurrence, provide written notice to the Trustee, which shall provide
notice to the Holders of the Callable STRIDES of the occurrence of this event
and a statement in reasonable detail setting forth the adjusted Share
Multiplier.

Stock splits and reverse stock splits

If JDSU common stock is subject to a stock split or reverse stock
split, then once any split has become effective, the Share Multiplier relating
to JDSU 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 JDSU 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 JDSU common stock is subject (i) to a stock dividend that is given
ratably to all holders of shares of JDSU common stock or (ii) to a distribution
of shares of JDSU common stock as a result of the triggering of any provision of
the corporate charter of JDSU, 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:

o the number of shares of JDSU common stock issued with respect
to one share of JDSU common stock, and

o the prior Share Multiplier.

Extraordinary Dividends

There will be no adjustments to the Share Multiplier to reflect any
cash dividends or cash distributions paid with respect to JDSU common stock
other than Extraordinary Dividends, as described below, and distributions
described under the section entitled Reorganization Events below.

An "Extraordinary Dividend" means, with respect to a cash dividend or
other distribution with respect to JDSU common stock, a dividend or other
distribution which exceeds the immediately preceding non-Extraordinary Dividend
for JDSU 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 JDSU common stock on the Trading Day preceding the


4



ex-dividend date with respect to the Extraordinary Dividend (the "Ex-Dividend
Date"). If an Extraordinary Dividend occurs with respect to JDSU 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:

o the prior Share Multiplier, and

o a fraction, the numerator of which is the Closing Market Price
per share of JDSU 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 JDSU common stock will equal:

o 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 JDSU common stock, or

o 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 JDSU common stock described
in clause (a), (d) or (e) of the section entitled Reorganization Events below
that also constitutes an Extraordinary Dividend shall only cause an adjustment
pursuant to clause (a), (d) or (e) under the section entitled Reorganization
Events. A distribution on JDSU common stock described in the section entitled
Issuance of transferable rights and warrants that also constitutes an
Extraordinary Dividend shall only cause an adjustment pursuant to such section.

"Closing Market Price" means if JDSU 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 JDSU common stock (or any other security for which a Closing Market
Price must be determined for purposes of the Callable STRIDES):

o 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



5



o 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

o if the last reported sale price is not available for any
reason, including, without limitation, the occurrence of a
Market Disruption Event, as described 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 JDSU 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 JDSU 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 JDSU 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 JDSU
common stock on the primary market for JDSU common stock for
more than two hours of trading or during the one-half hour
period preceding 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


6



options contracts related to JDSU common stock, if available,
during the one-half hour period preceding 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, the
Calculation Agent or any of their affiliates 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 contracts related to JDSU common stock 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 JDSU common stock,

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

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

o an imbalance of orders relating to the options
contracts on JDSU common stock, or

o a disparity in bid and ask quotes relating to options
contracts on JDSU common stock

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

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



7



If the Exchange Property, as defined below, includes securities other
than JDSU common stock, then the above definition shall be revised to include
each such security in the same manner as JDSU common stock is considered in
determining whether a Market Disruption Event exists.

Issuance of transferable rights or warrants

If JDSU issues transferable rights or warrants to all holders of JDSU
common stock to subscribe for or purchase JDSU common stock, including new or
existing rights to purchase JDSU common stock pursuant to a shareholder's rights
plan or arrangement, then the Share Multiplier will be adjusted on the Business
Day immediately following the issuance of such transferable rights or warrants
so that the new Share Multiplier shall equal the prior Share Multiplier plus the
product of:

o the prior Share Multiplier, and

o the number of shares of JDSU common stock that can be
purchased with the cash value of such warrants or rights
distributed on a single share of JDSU common stock.

The number of shares that can be purchased will be based on the Closing Market
Price of JDSU common stock on the date the new Share Multiplier is determined.
The cash value of such warrants or rights, if the warrants or rights are traded
on a national securities exchange, will equal the closing price of such warrant
or right, or, if the warrants or rights are not traded on a national securities
exchange, will be determined by the Calculation Agent and will equal the average
(mean) of the bid prices obtained from three dealers at 3 p.m. on the date the
new Share Multiplier is determined, provided that if only two such bid prices
are available, then the cash value of such warrants or rights will equal the
average (mean) of such bids and if only one such bid is available, then the cash
value of such warrants or rights will equal such bid.

Reorganization Events

If prior to the Stated Maturity of the Callable STRIDES,

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

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

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


8



(e) JDSU issues to all of its shareholders equity
securities of an issuer other than JDSU, 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 JDSU (an event in clauses (a) through (f) a
"Reorganization Event"),

then the method of determining the amount payable on each Callable STRIDES will
be adjusted as set forth below. "Exchange Property" will consist of the
securities, cash or any other assets distributed to holders of JDSU common stock
in or as a result of the Reorganization Event, and where JDSU common stock
continues to be held by the holders receiving such distribution, the JDSU common
stock. The Exchange Property will either:

A. be delivered at the Stated Maturity to the Holders of the Callable
STRIDES in an amount per Unit equal to the amount of Exchange Property delivered
with respect to the number of shares of JDSU common stock equal to the Share
Multiplier at the time of the Reorganization Event, or

B. at the option of the Calculation Agent, the Exchange Property will
be liquidated and the cash proceeds will be paid to the Holders of the Callable
STRIDES as described below.

If the Exchange Property received in a Reorganization Event:

o consists only of cash or if the Calculation Agent exercises
its option to liquidate the Exchange Property following its
distribution, then, unless the Company exercises its right to
call the Callable STRIDES, the Callable STRIDES will be
redeemed: (i) in the case where the Exchange Property
delivered to the holders of JDSU common stock consists of cash
only, on the third Business Day succeeding the day on which
that cash is distributed to holders of JDSU common stock, or
(ii) in the case where the Exchange Property is liquidated, on
the date specified by the Company as described below, and
Holders of the Callable STRIDES will receive, in lieu of any
JDSU common stock and in full satisfaction of the Company's
obligations under the Callable STRIDES, the lesser of:

(i) the product of (a) the amount of cash received with
respect to one share of JDSU common stock and the
then current Share Multiplier, or (b) the value of
the Exchange Property liquidated with respect to one
share of JDSU common stock and the then current Share
Multiplier, as applicable, plus in either case
accrued and unpaid interest to the early redemption
date, and



9



(ii) the Call Price calculated as though the early
redemption date were the Call Date (regardless of whether
the early redemption date is a day which occurs prior to
February 3, 2003) plus accrued and unpaid interest to the
early redemption date,

in each case, no interest will accrue on the Callable STRIDES
following the early redemption date. If the Calculation Agent
exercises the option to liquidate the Exchange Property, the Company
will give notice to the Trustee under the Indenture, as defined below,
as to the election to liquidate the Exchange Property which notice
will specify the method by which the Exchange Property will be sold.
The date of early redemption of the Callable STRIDES will be the fifth
Business Day following the last date on which the Exchange Property is
sold.

o consists of more than one type of property and the Calculation
Agent has not exercised its option to liquidate the Exchange
Property, then Holders of the Callable STRIDES will receive at
the Stated Maturity a pro rata share of each such type of
Exchange Property; and

o includes a cash component and the Calculation Agent has not
exercised its option to liquidate the Exchange Property, then
Holders of the Callable STRIDES will not receive any interest
accrued on such cash component.

In the event Exchange Property consists of securities, those securities will, in
turn, be subject to the antidilution adjustments set forth herein.

In the case of a consummated tender or exchange offer or going-private
transaction involving Exchange Property of a particular type, Exchange Property
shall be deemed to include the amount of cash or other property paid by the
offeror in the tender or exchange offer with respect to such Exchange Property
(in an amount determined on the basis of the rate of exchange in such tender or
exchange offer or going-private transaction). In the event of a tender or
exchange offer or a going-private transaction with respect to Exchange Property
in which an offeree may elect to receive cash or other property, Exchange
Property shall be deemed to include the kind and amount of cash and other
property received by offerees who elect to receive cash.

If the Company elects to call the Callable STRIDES each Unit will
receive only any accrued and unpaid interest plus the Call Price, and will not
be entitled to receive JDSU common stock, any Exchange Property or any other
consideration at the Stated Maturity.



10



The Calculation Agent shall be solely responsible for determination and
calculation of the Exchange Property if a Reorganization Event occurs and the
amount due upon early redemption, including the determination of the cash value
of any Exchange Property if necessary and its determinations and calculations
shall be conclusive absent manifest error.

The Calculation Agent may elect at its discretion to not make any of
the adjustments to the Share Multiplier or to the method of determining the
amount payable on each Unit of the Callable STRIDES described above, but may
instead make adjustments in its discretion to the Share Multiplier or the method
of determining the amount payable on each Unit of the Callable STRIDES that will
reflect the adjustments to the extent practicable made by the Options Clearing
Corporation on option contracts on JDSU common stock or any successor common
stock. The Company will provide notice of any such election to the Trustee not
more than two Business Days following the date that the Options Clearing
Corporation publishes notice of its adjustments relating to JDSU common stock
and will detail in such notice the actual adjustment made to the Share
Multiplier or to the method of determining the amount payable on each Unit of
the Callable STRIDES.

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 February 3, 2003.


11




If on any date the product of the Closing Market Price of JDSU common
stock and the Share Multiplier is less than $2.00, the Callable STRIDES will be
redeemed on the third Business Day following such date and the Company will
deliver a number of shares of JDSU common stock at the then current Share
Multiplier plus accrued and unpaid interest to such date.

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 2.07% 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 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 $7.37 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



12



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 $7.37 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.

The Company and each Holder of a Callable STRIDES shall agree (in the
absence of an administrative determination or judicial ruling to the contrary)
to characterize a Callable STRIDES for all tax purposes as an investment unit
consisting of the following components: (i) a debt instrument of the Company
with a fixed principal amount unconditionally payable on the maturity date equal
to the principal amount of the Callable STRIDES and bearing stated interest at
the stated interest rate for the Callable STRIDES and (ii) a forward contract
pursuant to which the Holder agrees to use the principal payment due on the debt
instrument to make a payment to the Company in exchange for the right to receive
one share of JDSU common stock at maturity.

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
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.



13




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

Dated: February 1, 2002



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



14