Form of Medium-Term Notes, Series C, Currency Notes



 Exhibit 4(rr) 
 THIS NOTE IS A GLOBAL NOTE 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 NOTE 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 GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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. 
  

					
	REGISTERED No.: R	 	CUSIP No.:	 	PRINCIPAL AMOUNT:
			
		 	 MERRILL LYNCH & CO., INC.
 Medium-Term Notes, Series C
 Currency Notes
 (the “Notes”)
	 	
			
	ORIGINAL ISSUE DATE:	 	STATED MATURITY:	 	REFERENCE CURRENCY:
			
	STARTING VALUE:	 	PARTICIPATION RATE:	 	PROTECTION LEVEL:
			
	MINIMUM INITIAL INVESTMENT:	 	 CALCULATION AGENT:
 Merrill Lynch Capital Services,
Inc.
 (unless otherwise specified)
	 	 DENOMINATIONS:
 Integral multiples of $10
 (unless otherwise specified)

			
	BASE CURRENCY:	 	SPECIFIED CURRENCY:	 	DEFAULT RATE:     %
			
	VALUATION TIME:	 	 APPLICABLE REFERENCE PAGE:
 (or any substitute pages
thereto)
	 	CAPPED VALUE: $








 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, the Redemption Amount (as defined below) at the
Stated Maturity. 
 Payment or delivery of the Redemption Amount and any interest on any overdue amount thereof with respect to this Global
Note 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 as at the time of payment is legal tender for payment
of public and private debts. 
 Payment at Stated Maturity 
 At the Stated Maturity, a Holder shall receive a cash payment equal to the Redemption Amount. The “Redemption Amount” with respect to this Global Note shall be denominated and payable in the Specified
Currency, shall be determined by the Calculation Agent and shall equal: 
 (i) If the Ending Value (as defined below) is greater than the
Starting Value, the Principal Amount multiplied by a percentage equal to the Protection Level plus: 
  

											
	 	 	[	 	Principal Amount x Participation Rate x	 	(Ending Value - Starting Value)	 	]	  	 ;

	 	 	 	StartingValue	 	  

 provided, however, the Redemption Amount will not exceed an amount equal to the Capped Value; or

 (ii) If the Ending Value is equal to or less than the Starting Value, the Principal Amount multiplied by a percentage equal to the
Protection Level. 
 The “Ending Value” shall equal the value of the Exchange Rate as determined by the Calculation Agent on the
seventh scheduled Business Day (as defined below) before the Stated Maturity. 
 The “Exchange Rates” shall be those mid price
currency exchange rates in the interbank market quoted as one unit of the relevant currency in the Base Currency as reported on the Applicable Reference Page at approximately the Valuation Time on the relevant dates. If the currency exchange rates
are not so quoted, then the Exchange Rates shall equal the noon buying rate in New York for cable transfers in foreign currencies as announced by the Federal Reserve Bank of New York for customs purposes (the “Noon Buying Rate”). If the
Noon Buying Rate is not announced on such date, then the Exchange Rates shall be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the Calculation Agent at approximately 12:00 p.m., New York City time, on
the relevant date for the purchase or sale for deposits in the relevant currencies by the New York offices of three leading banks engaged in the interbank market (selected in the sole discretion of the Calculation Agent) (the “Reference
Banks”). If fewer than three Reference Banks provide such spot quotations, then the Exchange Rates shall be calculated on the basis of the arithmetic mean of the applicable spot quotations received by the Calculation Agent at approximately
12:00 p.m., New York City time, on the relevant date from two leading commercial banks in New York (selected in the sole discretion of the Calculation Agent), for the purchase or sale for deposits in the relevant currencies. If these spot quotations
are available from only one bank, then the Calculation Agent, in its sole discretion, shall determine which quotation is available and reasonable to be used. If no such spot quotation is available, then the Exchange Rates shall be the rate the
Calculation Agent, in its sole discretion, determines to be fair and reasonable under the circumstances at approximately 12:00 p.m., New York City time, on the relevant date. 
 A “Business Day” means any day other than a Saturday or Sunday that is neither a legal holiday nor a day on which banking institutions in The
City of New York are authorized or required by law, regulation or executive order to close and such banks are open for dealing in a foreign exchange and foreign currency deposits. 
 All determinations made by the Calculation Agent, absent a determination of a manifest error, shall be conclusive for all purposes and binding on the
Company and the Holders and beneficial owners of this Global Note. 
 General 
 All percentages resulting from any calculation on the Notes shall be rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards. For example, 9.876545% (or .09876545) would be rounded to 9.87655% (or .0987655). All dollar amounts used in or resulting from any calculation shall be rounded to four decimal places with five
thousandths of a cent being rounded upwards. The Starting Value and Ending Value will be rounded to eight decimal places, with five one-billionths being rounded upwards. 







 This Global Note is one of a duly authorized issue of the Company’s Medium-Term Notes, Series C, Due
Nine Months or More from Date of Issue and designated as Currency Notes which are due at the Stated Maturity. The Notes are issued and to be issued under an indenture dated as of April 1, 1983, as amended and restated (the
“Indenture”), between the Company and JPMorgan Chase Bank, N.A. (herein called 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 Notes and the terms upon which the Notes are to be authenticated and delivered. 
 Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee with respect to the Notes under the Indenture, or its
successor thereunder, by the manual signature of one of its authorized officers, this Global Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
 The Notes are issuable only in registered form without coupons in the Denominations specified above. As provided in the Indenture and subject to certain
limitations therein set forth, this Global Note is exchangeable for certificates representing Notes of like tenor and of an equal Principal Amount as requested by the Holder surrendering the same. If (x) the 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 Global Note shall be exchangeable or
(z) an Event of Default has occurred and is continuing with respect to this Global Note, this Global Note shall be exchangeable for certificates representing the Notes in definitive form of like tenor and of an equal Principal Amount, in
authorized denominations. Such definitive Notes shall be registered in such name or names as the Depository shall instruct the Trustee. If definitive Notes are so delivered, the Company may make such changes to the form of this Global Note as are
necessary or appropriate to allow for the issuance of such definitive Notes. 
 In case an Event of Default with respect to this Global Note
shall have occurred and be continuing, the amount payable to a Holder of this Global Note upon any acceleration permitted by the Notes, with respect to the Principal Amount of this Global Note, shall be equal to the Redemption Amount, calculated as
though the date of acceleration were the Stated Maturity. 
 In case of default in payment of this Global Note, whether at the Stated
Maturity or upon acceleration, from and after such date this Global Note shall bear interest, payable upon demand of the Holders thereof, at the Default Rate, to the extent that such payment of interest shall be legally enforceable on the unpaid
amount due and payable on such date in accordance with the terms of this Global Note 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 of each series affected thereby. 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, are permitted 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 Global Note shall be conclusive and binding upon such Holder and upon all future Holders of this Global Note and of any Note 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 Global Note. 
 No reference
herein to the Indenture and no provision of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the Redemption Amount hereof and interest on this Global Note, if any,
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 face hereof, the transfer of this Global Note may be registered on the Security Register of the Company, upon surrender of this Global Note 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 certificates representing the Notes of authorized denominations of like tenor and for the same Principal Amount shall be issued to the designated transferee or transferees. 







 Prior to due presentment of this Global Note 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 Global Note is registered as the owner hereof for all purposes, whether or not this Global Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary. 
 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 other governmental charge payable in connection therewith. 
 The Company and
each Holder by acceptance hereof hereby agree to treat this Global Note for all tax purposes as a debt instrument, and, where required, the Company shall file information returns with the Internal Revenue Service in accordance with this treatment,
in the absence of any change or clarification in the law, by regulation or otherwise, requiring a different characterization of the Notes. 
 The Indenture and this Global Note shall be governed by and construed in accordance with the laws of the State of New York. 
 All
terms used in this Global Note which are defined in the Indenture but not in this Global Note shall have the meanings assigned to them in the Indenture. 







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

 Dated: 
  

									
	CERTIFICATE OF AUTHENTICATION	 		 	Merrill Lynch & Co., Inc.
	 This is one of the Securities of the
 series
designated therein referred to
 in the within-mentioned Indenture.
	 	  
 [Copy of Seal]
	 		 	
		 		 		 		 	
	JPMorgan Chase Bank, N.A., as Trustee	 		 	By:	 	  
		 		 		 		 	Assistant Treasurer
					
	By:	 	  	 		 	Attest:	 	  
		 	Authorized Officer	 		 		 	Secretary








 ASSIGNMENT/TRANSFER FORM 
 FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and transfer(s) unto (insert Taxpayer
Identification No.)                                    
                                        
                                        
                                        
                                        
                          
                                       
                                        
                                        
                     
 (Please print or typewrite name
and address including postal zip code of assignee) 
                                       
                                        
                                        
                     
 the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
                                        
     attorney to transfer said Note on the books of the Company with full power of substitution in the premises. 
  

			
	Date:                                 	    	  

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