Sixteenth Supplemental Indenture



 Exhibit 4(b)(xii) 
  

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

  
 SIXTEENTH SUPPLEMENTAL INDENTURE 
  
 Dated as of June 4, 2004 
  

  
 Amending a series of Securities designated 
 Merrill Lynch & Co., Inc. 
 9% Callable STock Return Income DEbt Securities  
 due May 22, 2006

 Payable at maturity with JetBlue Airways Corporation common stock 
  
 Supplement to Indenture 
 Dated as of April 1, 1983, 
 as Amended and Restated 







 Sixteenth Supplemental Indenture, dated as of June 4, 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, the
Company proposes to amend a series of securities issued pursuant to the Principal Indenture designated Merrill Lynch & Co., Inc. 9% Callable STock Return Income DEbt Securities due May 22, 2006 Payable at maturity with JetBlue Airways
Corporation common stock (the “Callable STRIDES”); 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 correct or supplement any provision which may be defective or to make any other 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 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 of the Callable STRIDES, as follows: 
  









 Article I 
  
 AMENDMENT OF CERTAIN PROVISIONS OF THE CALLABLE STRIDES 
  
 Section 101. Amendment to Callable STRIDES. The Callable STRIDES shall hereinafter be designated as “Merrill Lynch & Co., Inc. 10%
Callable STock Return Income DEbt Securities due May 22, 2006 Payable at maturity with JetBlue Airways Corporation common stock,” and all references to interest on such Callable STRIDES accruing at a rate of 9% per year shall be replaced by
references to interest (whether set forth in the note representing such Callable STRIDES or otherwise) on such Callable STRIDES accruing at a rate of 10% per year. All other terms of such Callable STRIDES shall remain the same. 
  
 Section 102. Application of Supplemental Indenture. This Supplemental
Indenture applies to the series defined herein as Callable STRIDES, is only for the benefit of the Holders of the Callable STRIDES and does not affect any other series issued pursuant to the Principal Indenture. 
  
 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 Note dated May 21, 2004, relating to the Callable STRIDES (the “Note”) and this Supplemental Indenture but not defined herein are used as they are defined in the Note. Capitalized terms used in the Principal Indenture and
this Supplemental Indenture, but not used in the Note and 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 or in the Callable STRIDES 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. 
  

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 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 the Holders of the Callable STRIDES, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture. 

 
 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. 
  

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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