Eighteenth Supplemental Indenture



 Exhibit 4(b)(xiv) 
  

MERRILL LYNCH & CO., INC. 
  
 TO 
  
 JPMORGAN CHASE BANK, 
 as Trustee 
  

  
 EIGHTEENTH SUPPLEMENTAL INDENTURE 
  
 Dated as of October 21, 2004 
  

  
 Supplement to Indenture 
 Dated as of April 1, 1983, 
 as Amended and Restated 







 Eighteenth Supplemental Indenture, dated as of October 21, 2004 (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 4 World Financial Center, New York, New York 10080 (the “Company”), and JPMorgan
Chase Bank, formerly known as The Chase Manhattan Bank and Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), a corporation duly organized and existing under the laws of the State of New York and having its Corporate Trust
Office at 4 New York Plaza, 15th Floor, New York, New York 10004, 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, 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, to make any provisions with respect to matters or questions arising under the Principal Indenture which shall not be inconsistent with the provisions of the Principal Indenture and which
shall not adversely affect the interests of the Holders of Securities of any series 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 of the Securities, as follows: 
  









 Article I 
  
 AMENDMENT OF CERTAIN PROVISIONS OF THE INDENTURE 
  
 Section 101. Amendment of Section 303 of Principal Indenture. Section 303 of the Principal Indenture is hereby amended, with respect to all series
of Securities issued after the date hereof, by deleting in its entirety the first sentence of such Section and inserting in its stead the following: 
  
 “The Securities shall be executed on behalf of the Company by its Chairman of the Board, President, Vice President serving as Chief Financial Officer
or its Treasurer or Assistant Treasurer under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries.” 
  
 Article II 
  
 MISCELLANEOUS 
  
 Section 201. 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 202. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or deemed included provision shall control. 
  
 Section 203. Definitions. Capitalized terms used in the Principal Indenture and in this Supplemental Indenture, but
not defined herein, are used as they are defined in the Principal Indenture. 
  
 Section 204. 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 205. Separability Clause. In case any provision in this
Supplemental Indenture 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 206. 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 any Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim under this
Supplemental Indenture. 
  

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 Section 207. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
  

Section 208. 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 209. 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 sufficiency of the Principal Indenture or this Supplemental Indenture. 
  
 Section 210. Effectiveness of Supplemental Indenture. The Company and the Trustee hereby agree that this Supplemental Indenture shall take effect
on October 21, 2004. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all
as of the day and year first above written. 
  

			
	MERRILL LYNCH & CO., INC.
		
	By:	 	 /s/    RUSSELL L.
STEIN        


	 	 	Name: Russell L. Stein
	 	 	Title: Treasurer
	
	 JPMORGAN CHASE BANK,
 as
Trustee

		
	By:	 	 /s/    ALBERT P. MARI,
JR.        


	 	 	Name: Albert P. Mari, Jr.
	 	 	Title: Vice President