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- 1,000,000 Units
CUSIP 59021J 72 9 (Each Unit representing $33.23 principal
amount of Callable STRIDES)

MERRILL LYNCH & CO., INC.
6% Callable STock Return Income DEbt Securities/SM/
due February 11, 2004
Payable at maturity with Bed Bath & Beyond 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 6% per year payable quarterly in arrears on February 11th,
May 11th, August 11th and November 11th of each year beginning May 11, 2002. On
February 11, 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 Bed Bath & Beyond Inc. ("Bed Bath & Beyond") common stock, subject to
adjustment for certain corporate events relating to Bed Bath & Beyond 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, Bed Bath & Beyond 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 6% Callable STock
Return Income DEbt Securities/SM/ due February 11, 2004, payable at maturity
with Bed Bath & Beyond Inc. common stock.

Interest

The Company will pay interest on the Callable STRIDES at a rate of 6% per
year on the principal amount represented by this Callable STRIDES Security from
February 11, 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 11th, May 11th, August
11th and November 11th of each year (each such date being an "Interest Payment
Date") and on the Stated Maturity or Call Date, as applicable, beginning May 11,
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 Bed Bath
& Beyond 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 Holder of a
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 Bed Bath & Beyond common stock that is not divisible by a
whole number; however, the Company will not distribute fractional shares of Bed
Bath & Beyond 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 Bed Bath & Beyond common stock. If the Stated
Maturity is not a Business Day, each Unit shall receive the Bed Bath & Beyond
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

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Call Date. The Company may call the Callable STRIDES, in whole but not in part,
on any Business Day beginning on February 12, 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 11,
2002 by a discount factor based on an annual yield to call of 16% and added to
the present value of all interest payments made through and including the Call
Date discounted to February 11, 2002 by that same discount factor, will equal
$33.23.

"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 Bed Bath & Beyond 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,

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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 Bed Bath & Beyond for cash or in connection with the occurrence
of a partial tender or exchange offer for Bed Bath & Beyond common stock by Bed
Bath & Beyond.

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 Bed Bath & Beyond common stock is subject to a stock split or reverse
stock split, then once any split has become effective, the Share Multiplier
relating to Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond common stock is subject (i) to a stock dividend that
is given ratably to all holders of shares of Bed Bath & Beyond common stock or
(ii) to a distribution of shares of Bed Bath & Beyond common stock as a result
of the triggering of any provision of the corporate charter of Bed Bath &
Beyond, 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 Bed Bath & Beyond common stock issued with
respect to one share of Bed Bath & Beyond common stock, and

. 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 Bed Bath & Beyond 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 Bed Bath & Beyond common stock, a dividend or other
distribution which exceeds the immediately preceding non-Extraordinary Dividend
for Bed Bath & Beyond 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 Bed Bath &

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Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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

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. 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, 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond 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 Bed Bath & Beyond common
stock on the primary market for Bed Bath & Beyond 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 options contracts related to Bed
Bath & Beyond common stock, if available, during the one-half hour

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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 Bed Bath & Beyond 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 Bed Bath
& Beyond common stock,

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

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

. an imbalance of orders relating to the options contracts on Bed
Bath & Beyond common stock, or

. a disparity in bid and ask quotes relating to options contracts
on Bed Bath & Beyond common stock

will constitute a suspension or material limitation of trading in
options contracts related to Bed Bath & Beyond common stock, and

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

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

Issuance of transferable rights or warrants

If Bed Bath & Beyond issues transferable rights or warrants to all holders
of Bed Bath & Beyond common stock to subscribe for or purchase Bed Bath & Beyond
common stock, including new or existing rights to purchase Bed Bath & Beyond
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:

. the prior Share Multiplier, and

. the number of shares of Bed Bath & Beyond common stock that can be
purchased with the cash value of such warrants or rights distributed
on a single share of Bed Bath & Beyond common stock.

The number of shares that can be purchased will be based on the Closing Market
Price of Bed Bath & Beyond 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 Bed Bath &
Beyond common stock, including, without limitation, as a
result of the issuance of tracking stock by Bed Bath &
Beyond,

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

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(d) Bed Bath & Beyond is liquidated or is subject to a
proceeding under any applicable bankruptcy, insolvency or
other similar law,

(e) Bed Bath & Beyond issues to all of its shareholders equity
securities of an issuer other than Bed Bath & Beyond, 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 Bed Bath &
Beyond (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 Bed Bath & Beyond
common stock in or as a result of the Reorganization Event, and where Bed Bath &
Beyond common stock continues to be held by the holders receiving such
distribution, the Bed Bath & Beyond 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 Bed Bath & Beyond
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:

. 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 Bed Bath & Beyond common stock consists of cash only,
on the third Business Day succeeding the day on which that cash
is distributed to holders of Bed Bath & Beyond 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 Bed Bath &
Beyond 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 Bed Bath & Beyond common stock
and the then current Share Multiplier, or (b) the value
of the Exchange Property liquidated with respect to one
share of

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Bed Bath & Beyond common stock and the then current
Share Multiplier, as applicable, plus in either
case accrued and unpaid interest to the early
redemption date, and

(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 12, 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.

. 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

. 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 Bed Bath & Beyond common stock, any Exchange Property or
any other consideration at the Stated Maturity.

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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 Bed Bath & Beyond 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 Bed Bath &
Beyond 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 12, 2003.

If on any date the product of the Closing Market Price of Bed Bath &
Beyond common stock and the Share Multiplier is less than $2.00, the Callable
STRIDES will be redeemed on the

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third Business Day following such date and the Company will deliver a number of
shares of Bed Bath & Beyond 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 2.10% 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 $33.23 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

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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 $33.23 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 by acceptance hereof
hereby 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 Bed Bath & Beyond 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.

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

Dated: February 11, 2002


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

JPMorgan Chase Bank, as Trustee By:
Treasurer

By: Attest:
Authorized Officer Secretary

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