TENTH SUPPLEMENTAL INDENTURE

EXHIBIT 4(b)



MERRILL LYNCH & CO., INC.

TO

CHEMICAL BANK,

as Trustee



__________________________________

TENTH SUPPLEMENTAL INDENTURE

Dated as of July 1, 1996

__________________________________



Creating a series of Securities designated
Structured Yield Product Exchangeable for Stock/SM/
6 1/4% STRYPES/SM/ Due July 1, 2001



Supplemental to Indenture
Dated as of April 1, 1983,
as Amended

TABLE OF CONTENTS
-----------------


ARTICLE ONE
DEFINITIONS

SECTION 101. Definitions.............................. 2
"Business Day".................................... 2
"Closing Price"................................... 2
"Company"......................................... 3
"Debt Instrument"................................. 3
"Distributed Assets".............................. 3
"Extraordinary Cash Dividend"..................... 3
"Forward Contract"................................ 3
"IMC Global"...................................... 3
"IMC Common Stock"................................ 4
"Indenture"....................................... 4
"Initial Price"................................... 4
"Interest Payment Date"........................... 4
"Maturity Consideration".......................... 4
"Maturity Date"................................... 4
"NYSE"............................................ 4
"Principal Indenture"............................. 4
"Reference Property".............................. 4
"Reference Property Value"........................ 4
"Reference Security".............................. 4
"Regular Record Date"............................. 5
"Reorganization Event"............................ 5
"Securities"...................................... 5
"STRYPES"......................................... 5
"STRYPES Certificates"............................ 5
"Supplemental Indenture".......................... 5
"Threshold Appreciation Price".................... 5
"Trading Day"..................................... 5
"Trustee"......................................... 5
"Unit"............................................ 5

ARTICLE TWO
THE STRYPES

SECTION 201. Description of the STRYPES............... 5
SECTION 202. Form of STRYPES.......................... 6

ARTICLE THREE
PAYMENT AND DISCHARGE OF STRYPES

SECTION 301. Payment and Discharge on the Maturity
Date..................................... 7
SECTION 302. No Fractional Units...................... 7
SECTION 303. Adjustment of Reference Property......... 8


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SECTION 304. Payment and Discharge With Cash......... 10
SECTION 305. Notice of Adjustments and Certain Other
Events.................................. 11
SECTION 306. Maturity Consideration Free and Clear... 12
SECTION 307. Cancellation of STRYPES Certificates.... 13

ARTICLE FOUR
TAXES

SECTION 401. Documentary, Stamp, Transfer or Similar
Taxes................................... 13
SECTION 402. Treatment of STRYPES.................... 13

ARTICLE FIVE
AMENDMENT OF CERTAIN PROVISIONS
OF THE PRINCIPAL INDENTURE

SECTION 501. Amendments Relating to the STRYPES...... 14
SECTION 502. Interpretation of Principal Indenture... 21

ARTICLE SIX
MISCELLANEOUS

SECTION 601. Effect of Supplemental Indenture........ 22
SECTION 602. Conflict with Trust Indenture Act....... 22
SECTION 603. Successors and Assigns.................. 22
SECTION 604. Separability Clause..................... 22
SECTION 605. Benefits of Supplemental Indenture 22
SECTION 606. Governing Law........................... 22
SECTION 607. Execution in Counterparts............... 22
SECTION 608. Responsibility for Recitals............. 22

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Tenth Supplemental Indenture, dated as of July 1, 1996 (the "Supplemental
Indenture"), by and between Merrill Lynch & Co., Inc., a corporation organized
and existing under the laws of the State of Delaware, having its principal
office at World Financial Center, New York, New York 10281 (the "Company"), and
Chemical Bank, a corporation duly organized and existing under the laws of the
State of New York and successor by merger to Manufacturers Hanover Trust
Company, having its Corporate Trust Office at 450 West 33rd Street, New York,
New York 10001, as trustee (the "Trustee").

WHEREAS, the Company has heretofore executed and delivered its Indenture,
dated as of April 1, 1983 and restated as of April 1, 1987 (as amended and
supplemented to the date hereof, the "Principal Indenture"), to the Trustee to
provide for the issuance from time to time of its unsecured and unsubordinated
debentures, notes or other evidences of senior indebtedness (the "Securities"),
unlimited as to principal amount; and

WHEREAS, the Principal Indenture, as amended by the Trust Indenture Reform
Act of 1990, and this Supplemental Indenture are hereinafter collectively
referred to as the "Indenture"; and

WHEREAS, the Company proposes to create and issue a new series of
Securities designated as its Structured Yield Product Exchangeable for
Stock/SM/, 6 1/4% STRYPES/SM/ Due July 1, 2001 (each such Security being
referred to herein as a "STRYPES"), the terms of which will require the Company
to pay and discharge the STRYPES on their maturity date by delivering to the
Holders thereof a specified percentage of each type of security and other
property then constituting part of the Reference Property (as defined herein)
or, at the option of the Company, cash with an equal value, as provided herein;

WHEREAS, the Reference Property initially will consist of one share of
common stock, par value $1.00 per share ("IMC Common Stock"), of IMC Global
Inc., a Delaware corporation ("IMC Global"), including the preferred stock
purchase right associated therewith, and will be adjusted from time to time
prior to the maturity date of the STRYPES to reflect the addition or
substitution of any cash, Reference Securities and/or other property receivable
in respect of such share of IMC Common Stock (or any other security or property
constituting part of the Reference Property) as a result of any dividend or
distribution (other than cash dividends that do not constitute Extraordinary
Cash Dividends and payments of interest on any evidences of indebtedness) or
issuance of rights or warrants with respect thereto (or any other security or
property constituting part of the Reference Property) or any Reorganization
Event involving IMC

_______________________

/SM/ Service mark of Merrill Lynch & Co., Inc.

Global (or any issuer of any other security constituting part of the Reference
Property); and

WHEREAS, Section 901 of the Principal Indenture provides that, without the
consent of any Holders, the Company, when authorized by a Board Resolution, and
the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Principal Indenture, in form satisfactory to the
Trustee, (a) to establish the form or terms of Securities of any series as
permitted by Sections 201 and 301 thereof and (b) to cure any ambiguity, to
correct or supplement any provision in the Principal Indenture which may be
defective or inconsistent with any other provision of the Principal Indenture,
or to make any other provisions with respect to matters or questions arising
under the Principal Indenture which shall not adversely affect the interests of
the Holders of Securities of any series or any related coupons in any material
respect; and

WHEREAS, the Company has duly authorized the execution and delivery of this
Supplemental Indenture, and all things necessary to make this Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done;

NOW, THEREFORE, the Company and the Trustee, in consideration of the
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby covenant and agree, for the
equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS

SECTION 101. Definitions. For all purposes of the Principal Indenture
-----------
and this Supplemental Indenture relating to the series of Securities (consisting
of STRYPES) created hereby, except as otherwise expressly provided or unless the
context otherwise requires, the terms defined in this Article have the meanings
assigned to them in this Article. Capitalized terms used in the Principal
Indenture and this Supplemental Indenture but not defined herein are used as
they are defined in the Principal Indenture.

"Business Day" means any day that is not a Saturday, a Sunday or a day
on which the New York Stock Exchange, banking institutions or trust
companies in The City of New York are authorized or obligated by law or
executive order to close.

"Closing Price" means, with respect to any Reference Security on any
date of determination, the closing sale price (or, if no closing price is
reported, the last reported sale price) of such Reference Security on the
NYSE

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on such date or, if such Reference Security is not listed for trading on
the NYSE on any such date, as reported in the composite transactions for
the principal United States securities exchange on which such Reference
Security is so listed, or if such Reference Security is not so listed on a
United States national or regional securities exchange, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation
System, or, if such Reference Security is not so reported, the last quoted
bid price for such Reference Security in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or, if
such bid price is not available, the market value of such Reference
Security on such date as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor corporation shall have
become such pursuant to the applicable provisions of the Principal
Indenture, and thereafter "Company" shall mean such successor corporation.

"Debt Instrument" has the meaning specified in Section 402.

"Distributed Assets" has the meaning specified in Section 303(c).

"Extraordinary Cash Dividend" means, with respect to any consecutive
12-month period, the amount, if any, by which the aggregate amount of all
cash dividends on any Reference Security consisting of capital stock
occurring in such 12-month period (or, if such Reference Security was not
outstanding at the commencement of such 12-month period, occurring in such
shorter period during which such Reference Security was outstanding)
exceeds on a per share basis 12% of the average of the Closing Prices per
share of such Reference Security over such 12-month period (or such shorter
period during which such Reference Security was outstanding); provided
--------
that, for purposes of the foregoing definition, the amount of cash
dividends paid on a per share basis shall be appropriately adjusted to
reflect the occurrence during such period of any stock dividend or
distribution of shares of capital stock of the issuer of such Reference
Security or any subdivision, split, combination or reclassification of
shares of such Reference Security.

"Forward Contract" has the meaning specified in Section 402.

"IMC Global" has the meaning specified in the fourth recital of the
Company in this instrument.

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"IMC Common Stock" has the meaning specified in the fourth recital of
the Company in this instrument.

"Indenture" has the meaning specified in the second recital of the
Company in this instrument.

"Initial Price" has the meaning specified in Section 301.

"Interest Payment Date" has the meaning specified in Section 201.

"Maturity Consideration" means the number or amount of each type of
Reference Security and other property constituting part of the Reference
Property (or, pursuant to the Company's option, the amount of cash in lieu
thereof) deliverable upon payment and discharge of the STRYPES on the
Maturity Date as provided in Article Three.

"Maturity Date" has the meaning specified in Section 201.

"NYSE" means the New York Stock Exchange, Inc.

"Principal Indenture" has the meaning specified in the first recital
of the Company in this instrument.

"Reference Property" has the meaning specified in Section 301.

"Reference Property Value" means, subject to the provisions of Section
303(b), the sum of (a) for any portion of the Reference Property consisting
of cash, the amount of such cash, (b) for any portion of the Reference
Property consisting of property other than cash or Reference Securities,
the fair market value of such property (as determined by a nationally
recognized independent investment banking firm retained for this purpose by
the Company) as of the third Trading Day preceding the Maturity Date, and
(c) for any portion of the Reference Property consisting of a Reference
Security (including IMC Common Stock), an amount equal to the average
Closing Price per unit of such Reference Security on the 20 Trading Days
immediately prior to, but not including, the second Trading Day preceding
the Maturity Date multiplied by the number of units of such Reference
Security constituting part of the Reference Property.

"Reference Security" means, at any time, any security (as defined in
Section 2(1) of the Securities Act of 1933, as amended) then constituting
part of the Reference Property.

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"Regular Record Date" has the meaning specified in Section 201.

"Reorganization Event" has the meaning specified in Section 303(d).

"Securities" has the meaning specified in the first recital of the
Company in this instrument.

"STRYPES" has the meaning specified in the third recital of the
Company in this instrument.

"STRYPES Certificates" has the meaning specified in Section 202.

"Supplemental Indenture" has the meaning specified in the first
paragraph of this instrument.

"Threshold Appreciation Price" has the meaning specified in Section
301.

"Trading Day" means, with respect to any Reference Security the
Closing Price of which is being determined, a day on which such Reference
Security (A) is not suspended from trading on any national or regional
securities exchange or association or over-the-counter market at the close
of business and (B) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of such Reference Security.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee with respect to the
STRYPES shall have become such pursuant to the applicable provisions of the
Principal Indenture, and thereafter "Trustee" shall mean such successor
Trustee.

"Unit" has the meaning specified in Section 402.


ARTICLE TWO

THE STRYPES

SECTION 201. Description of the STRYPES. The Securities shall be known
--------------------------
and designated as the "Structured Yield Product Exchangeable for Stock, 6 1/4%
STRYPES Due July 1, 2001" of the Company. The aggregate number of STRYPES which
may be authenticated and delivered under this Supplemental Indenture is limited
to 6,510,286 with an issue price of $38.25 per STRYPES, or $249,018,440 in the
aggregate, except for STRYPES evidenced by STRYPES Certificates authenticated
and delivered upon

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registration of transfer of, or in exchange for, or in lieu of, other STRYPES
Certificates evidencing such STRYPES pursuant to Section 304, 305, 306 or 906 of
the Principal Indenture.

The STRYPES shall mature on July 1, 2001 (the "Maturity Date"). On the
Maturity Date, the STRYPES shall be paid and discharged as provided in Article
Three of this Supplemental Indenture.

The STRYPES shall bear interest at the rate of $2.3908 per STRYPES per
annum (or $.5977 per STRYPES per quarter), from July 9, 1996, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, as the case may be, until the Maturity Date or such earlier date on which
the issue price of all STRYPES is repaid in accordance with the provisions of
the Indenture. Interest shall be payable in cash quarterly in arrears on
January 1, April 1, July 1 and October 1, beginning October 1, 1996, and on the
Maturity Date (each, an "Interest Payment Date"), to the Persons in whose names
the STRYPES are registered at the close of business on the fifteenth calendar
day (whether or not a Business Day) immediately preceding such Interest Payment
Date (each, a "Regular Record Date"). Interest on the STRYPES shall be computed
on the basis of a 360-day year of twelve 30-day months.

The interest on the STRYPES shall be payable and the Maturity Consideration
shall be deliverable or payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York maintained for such purpose and at
any other office or agency maintained by the Company for such purpose; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

The STRYPES shall not be redeemable at the option of the Company, or
payable at the option of the Holders, prior to the Maturity Date.

The STRYPES shall be issuable only in registered form without coupons. The
STRYPES will be issued in any whole numbers. No fractional STRYPES or scrip
representing fractional STRYPES shall be issued.

SECTION 202. Form of STRYPES. The STRYPES shall be evidenced by
---------------
certificates ("STRYPES Certificates") in the form attached hereto as Exhibit A.

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ARTICLE THREE

PAYMENT AND DISCHARGE OF STRYPES

SECTION 301. Payment and Discharge on the Maturity Date. On the Maturity
------------------------------------------
Date, the Company shall pay and discharge each STRYPES by delivering to the
Holder thereof: (a) if the Reference Property Value is greater than or equal to
$46.28 (the "Threshold Appreciation Price"), 82.65% of the amount or number of
each type of Reference Security and other property constituting part of the
Reference Property, (b) if the Reference Property Value is less than the
Threshold Appreciation Price but is greater than $38.25 (the "Initial Price"), a
percentage of the amount or number of each type of Reference Security and other
property constituting part of the Reference Property, allocated as
proportionately as practicable, so that the aggregate value thereof is equal to
the Initial Price and (c) if the Reference Property Value is less than or equal
to the Initial Price, 100% of the amount or number of each type of Reference
Security and other property constituting part of the Reference Property.

The term "Reference Property" shall initially mean one share of IMC Common
Stock, including the preferred stock purchase right associated therewith, and
shall be subject to adjustment from time to time prior to the Maturity Date to
reflect the addition or substitution of any cash, securities and/or other
property resulting from the application of the provisions of Section 303 of this
Article Three.

Holders of the STRYPES will be responsible for the payment of any and all
brokerage and transaction costs upon any subsequent sale of any Reference
Security or other property constituting part of the Reference Property received
on the Maturity Date as described above.

SECTION 302. No Fractional Units. No fractional units or scrip
-------------------
representing fractional units of any Reference Security shall be delivered on
the Maturity Date. If more than one STRYPES shall be held at one time by the
same Holder, the number of full units of any Reference Security which shall be
delivered upon payment and discharge of such Holder's STRYPES shall be computed
on the basis of the aggregate number of STRYPES so held on the Maturity Date.
In lieu of any fractional unit of any Reference Security which would otherwise
be deliverable upon payment and discharge of any STRYPES on the Maturity Date,
the Company, through any applicable Paying Agent, shall make a cash payment in
respect of such fractional unit in an amount equal to the value of such
fractional unit based on the average Closing Price per unit of such Reference
Security on the 20 Trading Days immediately prior to, but not including, the
second Trading Day preceding the Maturity Date.

7

To the extent practicable, the Company will deliver fractional interests of
any Reference Property other than cash or a Reference Security upon payment and
discharge of any STRYPES on the Maturity Date. If such delivery is not
practicable, in lieu of any fractional interest of any Reference Property other
than cash or a Reference Security which would otherwise be deliverable on the
Maturity Date, the Company, through any Paying Agent, shall make a cash payment
in respect of such fractional interest in an amount equal to the value of such
fractional interest based on the fair market value (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company) as of the third Trading Day preceding the Maturity Date
of such Reference Property other than cash or a Reference Security.

SECTION 303. Adjustment of Reference Property.
--------------------------------

(a) Adjustment for Subdivisions, Splits, Combinations or
----------------------------------------------------
Reclassifications. If an issuer of a Reference Security shall:
- -----------------

(A) subdivide or split the outstanding units of such Reference
Security into a greater number of units;

(B) combine the outstanding units of such Reference Security
into a smaller number of units; or

(C) issue by reclassification of units of such Reference
Security any units of another security of such issuer;

then, in any such event, the Reference Property shall be adjusted to include the
number of units of such Reference Security and/or other security of such issuer
which a holder of units of such Reference Security would have owned or been
entitled to receive immediately following any event described above had such
holder held, immediately prior to such event, the number of units of such
Reference Security constituting part of the Reference Property immediately prior
to such event. Each such adjustment shall become effective immediately after
the effective date for such subdivision, split, combination or reclassification,
as the case may be. Each such adjustment shall be made successively.

(b) Adjustment for Issuance of Certain Rights or Warrants. If an issuer
-----------------------------------------------------
of a Reference Security shall issue rights or warrants to all holders of such
Reference Security entitling them, for a period expiring prior to the fifteenth
calendar day following the Maturity Date, to subscribe for or purchase any of
its securities or other property (other than rights to purchase units of such
Reference Security pursuant to a plan for the reinvestment of dividends or
interest), then in each such case, the Reference Property shall be adjusted to
include an amount in cash equal to the fair market value (determined as
described below), as of the fifth Business Day following the date on which

8

such rights or warrants are received by securityholders entitled thereto (the
"Receipt Date"), of each such right or warrant multiplied by the product of (A)
the number of such rights or warrants issued for each unit of such Reference
Security and (B) the number of units of such Reference Security constituting
part of the Reference Property on the date of issuance of such rights or
warrants, immediately prior to such issuance, without interest thereon. For
purposes of this subsection (b), the fair market value of each such right or
warrant shall be determined by the Company and shall be the quotient of (x) the
highest net bid, as of approximately 10:00 A.M., New York City time, on the
fifth Business Day following the Receipt Date for settlement three Business Days
later, by a recognized securities dealer in The City of New York selected by or
on behalf of the Company (from three (or such fewer number of dealers as may be
providing such bids) such recognized dealers selected by or on behalf of the
Company), for the purchase by such quoting dealer of the number of rights or
warrants (the "Aggregate Number") that a holder of such Reference Security would
receive if such holder held, as of the record date for determination of
stockholders entitled to receive such rights or warrants, a number of units of
such Reference Security equal to the product of (1) the aggregate number of
Outstanding STRYPES as of such record date and (2) the number of units of such
Reference Security constituting part of the Reference Property, divided by (y)
the Aggregate Number. Each such adjustment shall become effective on the fifth
Business Day following the Receipt Date of such rights or warrants. If for any
reason the Company is unable to obtain the required bid on the fifth Business
Day following the Receipt Date, it shall attempt to obtain such bid at
successive intervals of three months thereafter and on the third Trading Day
prior to the Maturity Date until it is able to obtain the required bid. From
the date of issuance of such rights or warrants until the required bid is
obtained, the Reference Property shall include the number of such rights or
warrants issued for each unit of such Reference Security multiplied by the
number of units of such Reference Security constituting part of the Reference
Property on the date of issuance of such rights or warrants, immediately prior
to such issuance, and such rights or warrants constituting part of the Reference
Property shall be deemed for purposes of the definition of Reference Property
Value and Section 304 of this Article Three to have a fair market value of zero.

(c) Adjustment for Distributions. If an issuer of a Reference Security
----------------------------
shall pay a dividend or make a distribution to all holders of such Reference
Security of cash, securities or other property (excluding any cash dividend on
any Reference Security consisting of capital stock that does not constitute an
Extraordinary Cash Dividend, excluding any payment of interest on any Reference
Security consisting of an evidence of indebtedness and excluding any dividend or
distribution described in subsection (a) or (b) above) or shall issue to all
holders of such Reference Security rights or warrants to subscribe for or

9

purchase any of its securities or other property (excluding any rights or
warrants referred to in subsection (b) above) (any of the foregoing being
referred to herein as "Distributed Assets"), then in each such case, the
Reference Property shall be adjusted to include, from and after such dividend,
distribution or issuance, (x) in respect of that portion, if any, of the
Distributed Assets consisting of cash, the amount of such Distributed Assets
consisting of cash received for each unit of such Reference Security multiplied
by the number of units of such Reference Security constituting part of the
Reference Property on the date of such dividend, distribution or issuance,
immediately prior to such dividend, distribution or issuance, without interest
thereon, plus (y) in respect of that portion, if any, of the Distributed Assets
which are other than cash, the number or amount of each type of Distributed
Assets other than cash received with respect to each unit of such Reference
Security multiplied by the number of units of such Reference Security
constituting part of the Reference Property on the date of such dividend,
distribution or issuance, immediately prior to such dividend, distribution or
issuance.

(d) Adjustment for Consolidation, Merger or Other Reorganization Event.
------------------------------------------------------------------
In the event of (i) any consolidation or merger of an issuer of a Reference
Security with or into another entity (other than a merger or consolidation in
which such issuer is the continuing corporation and in which the Reference
Security outstanding immediately prior to the merger or consolidation is not
exchanged for cash, securities or other property of such issuer or another
entity), (ii) any statutory exchange of securities of an issuer of a Reference
Security with another entity (other than in connection with a merger or
acquisition) or (iii) any liquidation, dissolution, winding up or bankruptcy of
an issuer of a Reference Security (excluding any distribution in such event
referred to in subsection (c) above) (any such event described in clause (i),
(ii) or (iii), a "Reorganization Event"), the Reference Property shall be
adjusted to include, from and after the effective date for such Reorganization
Event, in lieu of the number of units of such Reference Security constituting
part of the Reference Property immediately prior to the effective date for such
Reorganization Event, the amount or number of any cash, securities and/or other
property owned or received in such Reorganization Event with respect to each
unit of such Reference Security multiplied by the number of units of such
Reference Security constituting part of the Reference Property immediately prior
to the effective date for such Reorganization Event.

SECTION 304. Payment and Discharge with Cash. Notwithstanding the
-------------------------------
provisions of Sections 301, 302 and 303 of this Article Three, the Company may,
at its option, in lieu of delivering the applicable percentage of each type of
Reference Security and other property constituting part of the Reference
Property on the Maturity Date, deliver cash in an amount

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(calculated to the nearest 1/100th of a dollar per STRYPES or, if there is not a
nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) equal
to the sum of (a) for any portion of the Reference Property consisting of cash
that is otherwise deliverable on the Maturity Date, the amount of such cash,
without interest thereon, (b) for any portion of the Reference Property
consisting of property other than cash or Reference Securities that is otherwise
deliverable on the Maturity Date, the fair market value of such property (as
determined by a nationally recognized independent investment banking firm
retained for this purpose by the Company) as of the third Trading Day preceding
the Maturity Date, and (c) for any portion of the Reference Property consisting
of a Reference Security (including IMC Common Stock) that is otherwise
deliverable on the Maturity Date (except as provided in Section 303(b)), an
amount equal to the average Closing Price per unit of such Reference Security on
the 20 Trading Days immediately prior to, but not including, the second Trading
Day preceding the Maturity Date multiplied by the number of units of such
Reference Security constituting part of the Reference Property. Such option, if
exercised by the Company, must be exercised with respect to all Reference
Securities and other property otherwise deliverable on the Maturity Date upon
payment and discharge of all Outstanding STRYPES.

SECTION 305. Notice of Adjustments and Certain Other Events.
----------------------------------------------

(a) In case at any time while any of the STRYPES are outstanding the
Company receives notice that:

(i) an issuer of a Reference Security shall declare a dividend (or
any other distribution) on or in respect of such Reference Security to which
Section 303(c) shall apply (other than any cash dividends, if any, paid from
time to time by such issuer that do not constitute Extraordinary Cash
Dividends);

(ii) an issuer of a Reference Security shall authorize the issuance
to all holders of such Reference Security of rights or warrants to subscribe for
or purchase units of such Reference Security or of any other subscription rights
or warrants;

(iii) there shall occur any conversion or reclassification of any
Reference Security (other than a subdivision or combination of outstanding units
of such Reference Security) or any consolidation, merger or reorganization to
which an issuer of a Reference Security is a party and for which approval of any
unitholders of such issuer is required, or the sale or transfer of all or
substantially all of the assets of an issuer of a Reference Security; or

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(iv) there shall occur the voluntary or involuntary dissolution,
liquidation, winding up or bankruptcy of an issuer of a Reference Security;

then the Company shall promptly cause to be delivered to the Trustee and any
applicable Paying Agent and filed at the office or agency maintained for the
purpose of payment and discharge of STRYPES on the Maturity Date in the Borough
of Manhattan, The City of New York by the Trustee (or any applicable Paying
Agent), and shall promptly cause to be mailed to the Holders of STRYPES at their
last addresses as they shall appear in the Security Register, at least 10 days
before the date hereinafter specified (or the earlier of the dates hereinafter
specified, in the event that more than one is specified), a notice stating (x)
the date, if known by the Company, on which a record is to be taken for the
purpose of such dividend, distribution or grant of rights or warrants, or, if a
record is not to be taken, the date as of which the holders of such Reference
Security of record to be entitled to such dividend, distribution or grant of
rights or warrants are to be determined, or (y) the date, if known by the
Company, on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation, winding up or bankruptcy is expected to become
effective.

(b) Within 10 Business Days following the occurrence of an event that
requires an adjustment to the Reference Property pursuant to Section 303 of this
Article Three (or if the Company is not aware of such occurrence, as soon as
practicable after becoming so aware), the Company shall provide written notice
to the Trustee and to the Holders of the STRYPES of the occurrence of such event
and a statement setting forth in reasonable detail the amount or number of each
type of Reference Security and other property then constituting part of the
Reference Property.

(c) On or prior to the sixth Business Day preceding the Maturity Date, the
Company will notify The Depository Trust Company and the Trustee and will
publish a notice in The Wall Street Journal or another daily newspaper of
national circulation stating whether the STRYPES will be paid and discharged on
the Maturity Date by delivery of the applicable percentage of each type of
Reference Security and other property constituting part of the Reference
Property or of cash in accordance with this Article Three.

SECTION 306. Maturity Consideration Free and Clear. The Company hereby
-------------------------------------
warrants that upon payment and discharge of a STRYPES on the Maturity Date
pursuant to this Supplemental Indenture, the Holder of a STRYPES shall receive
all rights held by the Company in the Maturity Consideration with which such
STRYPES is at such time payable and dischargeable pursuant to this Supplemental
Indenture, free and clear of any and all liens, claims, charges and
encumbrances, other than any liens, claims, charges and encumbrances which may
have been placed on any

12

Maturity Consideration by the prior owner thereof prior to the time such
Maturity Consideration was acquired by the Company. Except as provided in
Section 401 of Article Four, the Company will pay all taxes and charges with
respect to the delivery of Maturity Consideration delivered upon payment and
discharge of STRYPES hereunder.

SECTION 307. Cancellation of STRYPES Certificates. Upon receipt by the
------------------------------------
Trustee of a STRYPES Certificate delivered to it for payment and discharge of
the STRYPES evidenced thereby under this Article Three, the Trustee shall cancel
and dispose of the same as provided in Section 309 of the Principal Indenture.


ARTICLE FOUR

TAXES

SECTION 401. Documentary, Stamp, Transfer or Similar Taxes. The Company
---------------------------------------------
will pay any and all documentary, stamp, transfer or similar taxes that may be
payable in respect of the transfer and delivery of the Maturity Consideration
pursuant to this Supplemental Indenture; provided, however, that the Company
shall not be required to pay any such tax which may be payable in respect of any
transfer involved in the delivery of Maturity Consideration in a name other than
that in which the STRYPES so paid and discharged were registered, and no such
transfer or delivery shall be made unless and until the Person requesting such
transfer has paid to the Company the amount of any such tax, or has established,
to the satisfaction of the Company, that such tax has been paid.

SECTION 402. Treatment of STRYPES. The parties hereto hereby agree, and
--------------------
each Holder of a STRYPES by its purchase of a STRYPES hereby agrees:

(a) to treat, for all United States Federal, state and local tax
purposes, each STRYPES as a unit (a "Unit") consisting of (A) a debt
instrument (the "Debt Instrument") with a fixed principal amount
unconditionally payable on the Maturity Date equal to the issue price
of the STRYPES and bearing interest at the stated interest rate on
the STRYPES and (B) a forward purchase contract (the "Forward
Contract") pursuant to which the Holder is irrevocably committed to
use the principal payment due on the Debt Instrument to purchase on
the Maturity Date the Reference Property which the Company is
obligated to deliver at that time (subject to the Company's right to
deliver cash with an equal value), which treatment will require,
among other things, each Holder that is subject to United States
Federal income tax in connection with its ownership of the STRYPES to
include

13

currently in income payments denominated as interest that are made
with respect to the STRYPES in accordance with such Holder's regular
method of tax accounting and to treat the Debt Instrument as having
been issued with original issue discount in an amount equal to 3.15%
of the issue price of the STRYPES;

(b) in the case of purchases of STRYPES in connection with the original
issuance thereof, (A) to allocate $37.045 of the entire initial
purchase price of a STRYPES (i.e., the issue price of a STRYPES) to
the Debt Instrument component and to allocate the remaining $1.205 of
the entire initial purchase price of a STRYPES to the Forward
Contract component and (B) to treat such acquisition of the STRYPES
by the Holder as a purchase of the Debt Instrument by the Holder for
$37.045 and the making of an initial payment by the Holder with
respect to the Forward Contract of $1.205;

(c) in the case of purchases and sales of STRYPES subsequent to the
original issuance thereof, the purchase price paid (or received) by a
Holder will be allocated by the Holder between the Debt Instrument
and the Forward Contract based upon their relative fair market values
(as determined on the date of acquisition or disposition);

(d) to file all United States Federal, state and local income, franchise
and estate tax returns consistent with the treatment of each STRYPES
as a Unit consisting of the Debt Instrument and the Forward Contract
(in the absence of any change or clarification in applicable law, by
regulation or otherwise, requiring a different characterization or
treatment of the STRYPES).


ARTICLE FIVE

AMENDMENT OF CERTAIN PROVISIONS
OF THE PRINCIPAL INDENTURE

SECTION 501. Amendments Relating to the STRYPES. The Principal
----------------------------------
Indenture is hereby amended, solely with respect to the STRYPES, as follows:

(a) By deleting Section 308 of the Principal Indenture in its entirety
and inserting in its stead the following:

"SECTION 308. Persons Deemed Owners. Prior to due presentment of a STRYPES
Certificate for registration of transfer of STRYPES evidenced thereby, the
Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such STRYPES Certificate is

14

registered as the owner of the STRYPES evidenced thereby for the purpose of
receiving delivery or payment of the Maturity Consideration in respect of,
and (subject to Sections 305 and 307) interest on, such STRYPES and for all
other purposes whatsoever, whether or not such STRYPES be overdue, and
neither the Company, the Trustee nor any agent of the Company or the
Trustee shall be affected by notice to the contrary."

(b) By deleting Section 501 of the Principal Indenture in its entirety and
inserting in its stead the following:

"SECTION 501. Events of Default. "Event of Default", wherever used herein
with respect to STRYPES, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

(1) failure to deliver or pay the Maturity Consideration on the
Maturity Date; or

(2) failure to pay any interest on any STRYPES when due, and
continuance of such failure for a period of 30 days; or

(3) failure to perform any other covenant of the Company in this
Indenture (other than a covenant a failure in whose performance is
elsewhere in this Section specifically dealt with), and the continuance of
such failure for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee, or to the
Company and the Trustee by the Holders of at least 10% of the aggregate
issue price of the Outstanding STRYPES a written notice specifying such
failure and requiring it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

(4) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Company in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or

(5) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
shall consent to the entry of

15

an order for relief in an involuntary case under any such law, or shall
consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar
official) of the Company or for any substantial part of its property, or
shall fail generally to pay its debts as they become due or shall take any
corporate action in furtherance of any of the foregoing."

(c) By deleting Section 502 of the Principal Indenture in its entirety
and inserting in its stead the following:

"SECTION 502. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default (other than an Event of Default specified in Section
501(4) or 501(5)) occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% of the aggregate issue price of
the Outstanding STRYPES may declare an amount equal to the issue price of
all the STRYPES to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by the Holders), and upon any
such declaration such amount shall become immediately due and payable in
cash. If an Event of Default specified in Section 501(4) or 501(5) occurs,
an amount equal to the issue price of all the STRYPES shall automatically,
and without any declaration or other action on the part of the Trustee or
any Holder, become immediately due and payable in cash.

At any time after such a declaration of acceleration has been made or an
Event of Default specified in Section 501(4) or 501(5) has occurred, and
before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter provided, the Holders of a majority of the
aggregate issue price of the Outstanding STRYPES, by written notice to the
Company and the Trustee, may rescind and annul such declaration or Event of
Default and its consequences if

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(A) all overdue installments of interest on all STRYPES,

(B) to the extent that payment of such interest is lawful,
interest upon overdue installments of interest at the rate borne
by the STRYPES, and

(C) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel,

16

and

(2) all Events of Default with respect to the STRYPES, other than the
non-payment of the amount equal to the issue price of all the STRYPES
due solely by reason of such declaration of acceleration or Event of
Default specified in Section 501(4) or 501(5), have been cured or
waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon."

(d) By deleting the first paragraph of Section 503 of the Principal
Indenture in its entirety and inserting in its stead the following:

"The Company covenants that, if default is made in the payment of any
installment of interest on any STRYPES (other than interest due on the
Maturity Date) when such interest becomes due and payable and such default
continues for a period of 30 days, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such STRYPES, an
amount equal to the issue price of all the STRYPES, the whole amount of
interest then due and payable on such STRYPES and, to the extent that
payment of such interest shall be legally enforceable, interest on any
overdue interest, at the rate borne by the STRYPES, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

The Company further covenants that, if the Maturity Consideration or
any interest due on the Maturity Date is not delivered or paid in respect
of any STRYPES on the Maturity Date, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such STRYPES, the
Maturity Consideration then due and payable on such STRYPES, the whole
amount of interest then due and payable on such STRYPES and, to the extent
that payment of such interest shall be legally enforceable, interest on any
Maturity Consideration that is overdue and on any overdue interest, at the
rate borne by the STRYPES, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel."

(e) By deleting Section 506 of the Principal Indenture in its entirety
and inserting in its stead the following:

"SECTION 506. Application of Money Collected. Any money collected by the
Trustee pursuant to this Article shall be

17

applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of the Maturity
Consideration or interest, upon presentation of the relevant STRYPES
Certificate and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section
607;

SECOND: To the payment of any amounts then due and unpaid on the
STRYPES in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such STRYPES; and

THIRD: The balance, if any, to the Person or Persons entitled
thereto."

(f) By deleting Section 508 of the Principal Indenture in its entirety
and inserting in its stead the following:

"SECTION 508. Unconditional Right of Holders to Receive the Maturity
Consideration and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any STRYPES shall have the right, which is
absolute and unconditional, to receive (subject to Section 502) payment of
the Maturity Consideration in respect of and (subject to Sections 305 and
307) interest on such STRYPES and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent
of such Holder."

(g) By deleting the first sentence of Section 513 of the Principal
Indenture in its entirety and inserting in its stead the following:

"The Holders of not less than a majority of the aggregate issue price of
the Outstanding STRYPES may on behalf of the Holders of all STRYPES waive
any past default hereunder and its consequences, except a default

(1) in the delivery or payment of the Maturity Consideration or in the
payment of interest on any STRYPES, or

(2) in respect of a covenant or provision hereof which under Article
Nine cannot be modified or amended without the consent of the Holder of
each Outstanding STRYPES affected."

(h) By deleting Section 801 of the Principal Indenture in its entirety
and inserting in its stead the following:

18

"SECTION 801. Consolidations and Mergers of the Company and Sales, Leases
and Conveyances Permitted Subject to Certain Conditions. The Company may
consolidate with, or sell, lease or convey all or substantially all of its
assets to, or merge with or into any other corporation, provided that in
any such case, (i) either the Company shall be the continuing corporation,
or the successor corporation shall be a corporation organized and existing
under the laws of the United States of America or a State thereof and such
successor corporation shall expressly assume the due and punctual delivery
or payment of the Maturity Consideration in respect of and interest on all
the STRYPES, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to
be performed by the Company by supplemental indenture satisfactory to the
Trustee, executed and delivered to the Trustee by such corporation, and
(ii) the Company or such successor corporation, as the case may be, shall
not, immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such covenant or
condition."

(i) By deleting the first sentence of Section 902 of the Principal
Indenture in its entirety and inserting in its stead the following:

"With the consent of the Holders of not less than 66-2/3% of the aggregate
issue price of the Outstanding STRYPES, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of STRYPES under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding STRYPES affected
thereby,

(1) change the Maturity Date or the Stated Maturity of any installment
of interest on any STRYPES, or reduce the amount of Maturity Consideration
deliverable or payable on the Maturity Date or reduce the amount of
interest payable on any STRYPES or reduce the amount of cash payable with
respect to any STRYPES upon acceleration of the Maturity, or change any
Place of Payment where, or the coin or currency in which, any interest on
or any amount of cash payable with respect to any STRYPES is payable, or
impair the right to institute suit for the enforcement of (i) any payment
on or with respect to any STRYPES or (ii) the delivery or payment of the
Maturity Consideration with respect to any STRYPES, or

19

(2) reduce the percentage of the aggregate issue price of Outstanding
STRYPES, the consent of whose Holders is required for any such supplemental
indenture, or the consent of whose Holders is required for waiver (of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or reduce
the requirements of Section 1404 for quorum or voting, or

(3) modify any of the provisions of this Section, or Section 513, or
Section 1007, except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding STRYPES affected
thereby.

(j) By deleting Section 1001 of the Principal Indenture in its entirety
and inserting in its stead the following:

"SECTION 1001. Delivery and Payment of the Maturity Consideration and
Interest. The Company covenants and agrees for the benefit of the Holders
of the STRYPES that it will duly and punctually deliver or pay the Maturity
Consideration in respect of, and interest on, the STRYPES in accordance
with the terms of the STRYPES and this Indenture."

(k) By deleting Section 1003 of the Principal Indenture in its entirety
and inserting in its stead the following:

"SECTION 1003. Money for Security Payments to Be Held in Trust. If the
Company shall at any time act as its own Paying Agent, it will, on or
before each due date of the Maturity Consideration in respect of, or
interest on, any of the STRYPES, segregate and hold in trust for the
benefit of the Persons entitled thereto consideration in an amount
sufficient to deliver or pay the Maturity Consideration or a sum sufficient
to pay the interest so becoming due until such consideration shall be
delivered or paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so
to act.

Whenever the Company shall have one or more Paying Agents, it will, prior
to each due date of the Maturity Consideration in respect of, or interest
on, any STRYPES, deposit with a Paying Agent consideration in an amount
sufficient to deliver or pay the Maturity Consideration or a sum sufficient
to pay the interest so becoming due, such consideration to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

20


The Company will cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall
agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust
Indenture Act applicable to it as Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
STRYPES) in the making of any payment in respect of the STRYPES, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held
in trust by such Paying Agent as such.

The Company may at any time, for any purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability
with respect to such money.

Any consideration deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the interest on or
delivery upon discharge of any STRYPES and remaining unclaimed for two
years after such consideration has become due and payable shall be paid to
the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such STRYPES shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust consideration, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may
at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment or to be mailed to Holders of the
STRYPES, or both, notice that such consideration remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed balance of such
consideration then remaining will be repaid to the Company."

SECTION 502. Interpretation of Principal Indenture. Except as
-------------------------------------
otherwise specifically provided in this Supplemental Indenture, whenever in the
Principal Indenture there is mentioned, in any context, the principal of or
principal amount of any Security of any series or a percentage in principal
amount of the Outstanding Securities of any series, such mention shall be deemed
to be, solely with respect to the STRYPES, the issue price of the STRYPES or a
percentage of the aggregate issue price of the Outstanding STRYPES.

21

ARTICLE SIX

MISCELLANEOUS

SECTION 601. Effect of Supplemental Indenture. The Principal
--------------------------------
Indenture, as supplemented and amended by this Supplemental Indenture and all
other indentures supplemental thereto, is in all respects ratified and
confirmed, and the Principal Indenture, this Supplemental Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and
the same instrument.

SECTION 602. Conflict with Trust Indenture Act. If any provision
---------------------------------
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Supplemental Indenture by any of the provisions
of the Trust Indenture Act, such required provision shall control.

SECTION 603. Successors and Assigns. All covenants and agreements in
----------------------
this Supplemental Indenture by the Company shall bind its successors and
assigns, whether so expressed or not.

SECTION 604. Separability Clause. In case any provision in this
-------------------
Supplemental Indenture or in the STRYPES shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions (or of the other series of Securities) shall not in any way be
affected or impaired thereby.

SECTION 605. Benefits of Supplemental Indenture. Nothing in this
----------------------------------
Supplemental Indenture, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders of the
STRYPES, any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture.

SECTION 606. Governing Law. This Supplemental Indenture and each
-------------
STRYPES shall be deemed to be a contract made under the laws of the State of New
York and this Supplemental Indenture and each such STRYPES shall be governed by
and construed in accordance with the laws of the State of New York.

SECTION 607. Execution in Counterparts. This Supplemental Indenture
-------------------------
may be executed in any number of counterparts, each of which shall be an
original; but such counterparts shall together constitute but one and the same
instrument.

SECTION 608. Responsibility for Recitals. The recitals contained
---------------------------
herein shall be taken as statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or

22

sufficiency of the Principal Indenture or this Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.


Merrill Lynch & Co., Inc.



By: ____________________________
Name: Theresa Lang
Title: Treasurer


Chemical Bank, as Trustee



By: ____________________________
Name:
Title:

23


EXHIBIT A

[Form of Face of STRYPES Certificate]

[THIS 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
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]

No. ____________ ___________ STRYPES

CUSIP NO. 590188751


MERRILL LYNCH & CO., INC.

Structured Yield Product Exchangeable for Stock/SM/
6 1/4% STRYPES/SM/ Due July 1, 2001

(Payable with Shares of Common Stock,
par value $1.00 per share, of IMC Global Inc.)

Issue Price Per STRYPES: $38.25

Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay and
discharge each STRYPES evidenced hereby on July 1, 2001 (the "Maturity Date") by
delivering to _____________________________________, or registered assigns, a
percentage of the amount or number of each type of Reference Security and other
property then constituting part of the Reference Property (as defined below)
determined in accordance with the provisions set forth below, and to pay
interest (computed on the basis of a 360-day year of twelve 30-day months) on
such STRYPES from July 9, 1996, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, on January 1, April 1, July 1
and October 1 in

24

each year, commencing October 1, 1996 and on the Maturity Date, at the rate of
$2.3908 per STRYPES per annum (or $.5977 per STRYPES per quarter), until the
Maturity Date or such earlier date on which the Issue Price is repaid in
accordance with the provisions described below. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in said Indenture, be paid to the Person in whose name this STRYPES
Certificate (or one or more Predecessor STRYPES Certificates) is registered at
the close of business on the fifteenth calendar day (whether or not a Business
Day) immediately preceding such Interest Payment Date (each a "Regular Record
Date"). In any case where such Interest Payment Date shall not be a Business
Day, then (notwithstanding any other provision of said Indenture or this STRYPES
Certificate) payment of such interest need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such date, and, if such payment is so made, no interest shall accrue for
the period from and after such date. Any such interest not so punctually paid or
duly provided for shall forthwith cease to be payable to the registered Holder
on the relevant Regular Record Date, and may be paid to the Person in whose name
this STRYPES Certificate (or one or more Predecessor STRYPES Certificates) is
registered at the close of business on a Special Record Date for the payment of
such interest to be fixed by the Trustee hereinafter referred to, notice whereof
shall be given to Holders of STRYPES not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
STRYPES may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

On the Maturity Date, the Company shall pay and discharge each STRYPES
evidenced hereby by delivering to the Holder: (a) if the Reference Property
Value (as defined below) is greater than or equal to $46.28 (the "Threshold
Appreciation Price"), 82.65% of the amount or number of each type of Reference
Security and other property constituting part of the Reference Property, (b) if
the Reference Property Value is less than the Threshold Appreciation Price but
is greater than $38.25 (the "Initial Price"), a percentage of the amount or
number of each type of Reference Security and other property constituting part
of the Reference Property, allocated as proportionately as practicable, so that
the aggregate value thereof is equal to the Initial Price and (c) if the
Reference Property Value is less than or equal to the Initial Price, 100% of the
amount or number of each type of Reference Security and other property
constituting part of the Reference Property. Notwithstanding the foregoing, the
Company may, at its option in lieu of delivering the applicable percentage of
each type of Reference Security and other property constituting part of the
Reference Property on the Maturity Date, deliver cash in an amount (calculated
to the nearest 1/100th of a dollar per STRYPES or, if there is not a nearest
1/100th of a

25

dollar, then to the next higher 1/100th of a dollar) equal to the sum of (a) for
any portion of the Reference Property consisting of cash that is otherwise
deliverable on the Maturity Date, the amount of such cash, without interest
thereon, (b) for any portion of the Reference Property consisting of property
other than cash or Reference Securities that is otherwise deliverable on the
Maturity Date, the fair market value of such property (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company) as of the third Trading Day preceding the Maturity Date,
and (c) for any portion of the Reference Property consisting of a Reference
Security (including IMC Common Stock) that is otherwise deliverable on the
Maturity Date, an amount equal to the average Closing Price per unit of such
Reference Security on the 20 Trading Days immediately prior to, but not
including, the second Trading Day preceding the Maturity Date multiplied by the
number of units of such Reference Security constituting a part of the Reference
Property, all as provided in the Indenture. Such number or amount of each type
of Reference Security and other property constituting part of the Reference
Property (or, pursuant to the Company's option, the amount of cash in lieu
thereof) deliverable upon payment and discharge hereof on the Maturity Date is
hereinafter referred to as the "Maturity Consideration."

The term "Reference Property" initially means one share of common stock,
par value $1.00 per share (the "IMC Common Stock"), of IMC Global Inc., a
Delaware corporation ("IMC Global"), including the preferred stock purchase
right associated therewith, and shall be subject to adjustment from time to time
prior to the Maturity Date to reflect the addition or substitution of any cash,
securities and/or other property as provided for in the Indenture. The term
"Reference Security" means, at any time, any security (as defined in Section
2(1) of the Securities Act of 1933, as amended) then constituting part of the
Reference Property. The term "Reference Property Value" means, subject to the
provisions of the Indenture, the sum of (a) for any portion of the Reference
Property consisting of cash, the amount of such cash, (b) for any portion of the
Reference Property consisting of property other than cash or Reference
Securities, the fair market value of such property (as determined by a
nationally recognized independent investment banking firm retained for this
purpose by the Company) as of the third Trading Day preceding the Maturity Date,
and (c) for any portion of the Reference Property consisting of a Reference
Security (including IMC Common Stock), an amount equal to the average Closing
Price per unit of such Reference Security on the 20 Trading Days immediately
prior to, but not including, the second Trading Day preceding the Maturity Date
multiplied by the number of units of such Reference Security constituting part
of the Reference Property. The term "Closing Price" means, with respect to any
Reference Security on any date of determination, the closing sale price (or, if
no closing price is reported, the last reported sale price) of such Reference
Security on the NYSE on such date or, if such Reference Security

26

is not listed for trading on the NYSE on any such date, as reported in the
composite transactions for the principal United States securities exchange on
which such Reference Security is so listed, or if such Reference Security is not
so listed on a United States national or regional securities exchange, as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System, or, if such Reference Security is not so reported, the last
quoted bid price for such Reference Security in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or, if such
bid price is not available, the market value of such Reference Security on such
date as determined by a nationally recognized independent investment banking
firm retained for this purpose by the Company. The term "Trading Day" means,
with respect to any Reference Security the Closing Price of which is being
determined, a day on which such Reference Security (A) is not suspended from
trading on any national or regional securities exchange or association or over-
the-counter market at the close of business and (B) has traded at least once on
the national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of such Reference Security.

Interest on the STRYPES evidenced hereby will be payable, and delivery of
the Maturity Consideration in payment of the STRYPES evidenced hereby on the
Maturity Date will be made, upon surrender of this STRYPES Certificate, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, and payment of interest on the STRYPES
evidenced by this STRYPES Certificate (and, if the Company elects to deliver
cash in lieu of the applicable percentage of each type of Reference Property on
the Maturity Date, the amount of cash payable on the Maturity Date) will be made
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Securities Register.

ADDITIONAL PROVISIONS OF THIS STRYPES CERTIFICATE ARE CONTAINED ON THE
REVERSE HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS THOUGH FULLY
SET FORTH IN THIS PLACE.

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

27

"Structured Yield Product Exchangeable for Stock" and "STRYPES" are service
marks of Merrill Lynch & Co., Inc.

IN WITNESS WHEREOF, Merrill Lynch & Co., Inc. has caused this instrument to
be duly executed under its corporate seal.

Dated:
Merrill Lynch & Co., Inc.



By:_____________________________
Name: Theresa Lang
Title: Treasurer


Attest:________________________
Name:
Title:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This certificate evidences Securities of the series designated herein and
referred to in the within-mentioned Indenture.


Chemical Bank, as Trustee



By:_______________________________
Authorized Officer

28

[Form of Reverse of STRYPES Certificate]

MERRILL LYNCH & CO., INC.

Structured Yield Product Exchangeable for Stock
6 1/4% STRYPES Due July 1, 2001

(Payable with Shares of Common Stock, par value $1.00 per share,
of IMC Global Inc.)


This STRYPES Certificate evidences part of a duly authorized issue of
unsecured and unsubordinated debentures, notes or other evidences of senior
indebtedness (hereinafter called the "Securities") of the Company of the series
hereinafter specified, all such Securities issued and to be issued under an
indenture dated as of April 1, 1983 and restated as of April 1, 1987, as amended
and supplemented as of July 1, 1996, between the Company and Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company), as Trustee (the
indenture dated as of April 1, 1983 and restated as of April 1, 1987, as
amended, restated and supplemented from time to time, the "Indenture"), to which
Indenture and all other indentures supplemental thereto reference is hereby made
for a statement of the rights and limitation of rights thereunder of the Holders
of the Securities and of the rights, obligations, duties and immunities of the
Trustee for each series of Securities and of the Company, and the terms upon
which the Securities are and are to be authenticated and delivered. As provided
in the Indenture, the Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may be
denominated in currencies other than U.S. Dollars (including composite
currencies), may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking, purchase and analogous funds, if any, may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided or permitted. This STRYPES Certificate evidences
Securities of the series designated as Structured Yield Product Exchangeable for
Stock, 6 1/4% STRYPES Due July 1, 2001 (each, a "STRYPES").

The STRYPES are not subject to any sinking fund or other mandatory
redemption provisions. The STRYPES are not payable at the option of the Holders
prior to the Maturity Date.

If an Event of Default with respect to the STRYPES, as defined in the
Indenture, shall occur and be continuing, then an amount equal to the issue
price of all the STRYPES may be declared immediately due and payable in cash in
the manner and with the effect provided in the Indenture.

29

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 STRYPES under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of 66-2/3%
of the aggregate issue price of the Outstanding STRYPES. The Indenture also
contains provisions permitting the Holders of a majority of the aggregate issue
price of the Outstanding STRYPES, on behalf of the Holders of all STRYPES, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences with respect to
the STRYPES. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of the
STRYPES evidenced by this STRYPES Certificate and of any STRYPES evidenced by a
STRYPES Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent of waiver is made upon this
STRYPES Certificate.

No reference herein to the Indenture and no provision of this STRYPES
Certificate or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to deliver or pay the interest on,
and Maturity Consideration in respect of, the STRYPES evidenced by this STRYPES
Certificate at the times, place and rate, and in the manner, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, the STRYPES evidenced by this STRYPES Certificate are transferable on the
Security Register of the Company, upon surrender of this STRYPES Certificate for
registration of transfer at the office or agency of the Company to be maintained
for that purpose in The City of New York, New York, or at any other office or
agency of the Company maintained for that purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new STRYPES
Certificates, evidencing the same aggregate number of STRYPES, will be issued to
the designated transferee or transferees.

No service charge shall be made for any such transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the registration of such transfer
or exchange, other than certain exchanges not involving any transfer. Certain
terms used in this STRYPES Certificate which are defined in the Indenture have
the meanings set forth therein.

30

This STRYPES Certificate shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York. The Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this STRYPES Certificate is registered as the owner of the STRYPES
evidenced hereby for the purpose of receiving payment as herein provided and for
all other purposes, whether or not the STRYPES be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

31

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.


TEN COM -- as tenants in UNIF GIFT MIN -- _____ Custodian ____
common (Cust) (Minor)
TEN ENT -- as tenants by the Under Uniform Gifts to Minors
entireties Act _________________
(State)


JT TEN -- as joint tenants with
right of survivorship
and not as tenants in common

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR TAXPAYER I.D. OR OTHER
IDENTIFYING NUMBER OF
ASSIGNEE

- --------------------------------------------------------------------------------
(Please print or typewrite name and address including postal
zip code of assignee)

___________________________ STRYPES and all rights thereunder, hereby
irrevocably constituting and appointing

attorney to transfer said STRYPES on the books of the Company, with full power
of substitution in the premises.

Dated:

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

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