EXHIBIT 4.7



 




EXHIBIT 4.7




MERRILL LYNCH & CO., INC.




(a Delaware corporation)




Liquid Yield OptionTM Notes due 2032

(Zero Coupon — Floating Rate — Senior)














FIRST SUPPLEMENTAL INDENTURE




Dated as of November 1, 2004














JPMORGAN CHASE BANK,

Trustee





	 	 	

	 	 	TM Trademark of Merrill Lynch & Co., Inc.









 






 





         FIRST SUPPLEMENTAL INDENTURE, dated as of November 1, 2004, between
Merrill Lynch & Co., Inc., a Delaware corporation (the “Company”), and
JPMorgan Chase Bank, a banking corporation organized and existing under the
laws of the State of New York, as trustee (the “Trustee”), to that
certain Indenture, dated as of March 13, 2002 (the “Original Indenture”).



W I T N E S S E T H:




         WHEREAS, the parties hereto are parties to the Original Indenture; and



         WHEREAS, the parties hereto desire to amend the Original Indenture and the
Company’s Liquid Yield OptionTM Notes due 2032 (Zero Coupon
— Floating Rate — Senior) (the “Securities”) pursuant to Section 9.01(e) of the Original
Indenture as more fully set forth below;



         NOW, THEREFORE, in consideration of the mutual promises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each party agrees for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Securities as follows:



ARTICLE I




DEFINITIONS




         Unless otherwise defined herein, capitalized terms used herein shall have
the respective meanings assigned thereto in the Original Indenture.



ARTICLE II




AMENDMENT




         Section 2.01. Amendment of the Original Indenture. On and after
the Amendment Effective Date (as defined below), the Original Indenture is
hereby amended as follows:



         (a) The form of the Securities attached to the Original Indenture as
Exhibit A is deleted in its entirety and a new Exhibit A in the form attached
hereto is substituted therefor.



         (b) The definition of “Officers’ Certificate” in Section 1.01 is hereby
deleted in its entirety and amended as follows:



         “Officers’ Certificate” means a written certificate containing the
information specified in Sections 13.04 and 13.05, if applicable, signed in the
name of the Company by Chairman of the Board, the President, a Vice President,
the Treasurer or an Assistant Treasurer and by the Secretary or an Assistant
Secretary, and delivered to the Trustee.”



         (c) Section 1.02 is hereby deleted in its entirety and amended as follows:



         “Section 1.02. Other Definitions.






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	Term	 	Defined in Section	 
	“Agent Members”
	 	 	2.11	 
	“Associate”
	 	 	3.09	(a)
	“Bankruptcy Law”
	 	 	6.01	 
	“Bid Solicitation Agent”
	 	 	2.03	 
	“Change in Control”
	 	 	3.09	(a)
	“Change in Control Purchase Date”
	 	 	3.09	(a)
	“Change in Control Purchase Notice”
	 	 	3.09	(c)
	“Change in Control Purchase Price”
	 	 	3.09	(a)
	“Company Notice”
	 	 	3.08	(e)
	“Company Notice Date”
	 	 	3.08	(c)
	“Common Stock Record Date”
	 	 	10.01	 
	“Contingent Interest Payment Date”
	 	 	10.02	 
	“Conversion Agent”
	 	 	2.03	 
	“Conversion Date”
	 	 	11.02	 
	“Conversion Rate”
	 	 	11.01	 
	“Defaulted Interest”
	 	 	12.02	 
	“DTC”
	 	 	2.03	 
	“Event of Default”
	 	 	6.01	 
	“Exchange Act”
	 	 	2.11	(a)
	“Ex-Dividend Measurement Period”
	 	 	11.08	 
	“Ex-Dividend Time”
	 	 	11.01	 
	“Extraordinary Cash Dividend”
	 	 	11.08	 
	“LYONs Market Price”
	 	 	10.01	 
	“Measurement Period”
	 	 	10.01	 
	“Notice of Default”
	 	 	6.01	 
	“Paying Agent”
	 	 	2.03	 
	“Purchase Notice”
	 	 	3.08	(a)
	“Registrar”
	 	 	2.03	 
	“Regular Record Date”
	 	 	12.01	 
	“Relevant Value”
	 	 	10.01	 
	“Securities Act”
	 	 	7.03	 
	“Semiannual Period”
	 	 	10.01	 
	“Time of Determination”
	 	 	11.01	 







         Whenever this Indenture refers to a provision of the TIA, such provision
is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:



         “Commission” means the SEC.



         “indenture securities” means the Securities.



         “indenture security holder” means a Securityholder.



         “indenture to be qualified” means this Indenture.



         “indenture trustee” or “institutional trustee” means the
Trustee.






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         “obligor” on the indenture securities means the Company.



         All other TIA terms used in this Indenture that are defined by the TIA or
defined by TIA reference to another statute or regulation have the meanings
assigned to them by such definitions.”



         (d) The first paragraph of Section 2.02 is hereby deleted in its entirety
and amended as follows:



         “Section 2.02 Execution and Authentication. The Securities shall
be executed by the Company by either of its Chairman or Vice Chairman of the
Board, its President, its Treasurer, its Assistant Treasurer or one of its Vice
Presidents. The signature of any of these officers on the Securities may be
manual or facsimile.”



         (e) The first paragraph of Section 2.11 is hereby deleted in its entirety
and amended as follows:



         “(a) Transfer and Exchange of Global Securities. A Global Security
deposited with the Depositary pursuant to Section 2.01 shall be transferred to
the beneficial owners thereof only if such transfer complies with Section 2.06
and (i) the Depositary notifies the Company that it is unwilling or unable to
continue as depositary for such Global Security or if at any time ceases to be
a “clearing agency” registered under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and a successor depositary is not appointed by
the Company within 60 days after such notice, or (ii) an Event of Default has
occurred and is continuing with respect to the Securities or (iii) the Company
executes and delivers to the Trustee a Company Order to the effect that the
global Securities shall be exchangeable. In any case, the Company will
promptly make available to the Trustee a reasonable supply of Securities in
definitive, fully registered form without interest coupons in accordance with
the provisions of this Article 2.”



         (f) Section 3.08 is hereby deleted in its entirety and amended as follows:



         “Section 3.08. Purchase of Securities at the Option of the Holder.
(a) General. If a Holder exercises its right to require the Company to
repurchase the Securities, the Securities shall be purchased by the Company on
the applicable Purchase Date, at a purchase price equal to the Contingent
Principal Amount of the Securities on the applicable Purchase Date, at the
option of the Holder thereof, upon:




     (1) delivery to the Paying Agent, by the Holder, of a written notice
of purchase (a “Purchase Notice”) at any time from the opening of
business on the date that is at least 20 Business Days prior to a
Purchase Date until the close of business on the Business Day immediately
preceding such Purchase Date stating:




     (A) the certificate number of the Security which the Holder
will deliver to be purchased,






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     (B) the portion of the Original Principal Amount of the
Security which the Holder will deliver to be purchased, which
portion must be an Original Principal Amount of $1,000 or an
integral multiple thereof, and




     (C) that such Security shall be purchased as of the Purchase
Date pursuant to the terms and conditions specified in the
Securities; and




     (2) delivery of such Security to the Paying Agent prior to, on or
after the Purchase Date (together with all necessary endorsements) at the
offices of the Paying Agent, such delivery being a condition to receipt
by the Holder of the Purchase Price therefor; provided,
however, that such Purchase Price shall be so paid pursuant to
this Section 3.08 only if the Security so delivered to the Paying Agent
shall conform in all respects to the description thereof in the related
Purchase Notice, as determined by the Company.



         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Original Principal Amount of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.



         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the consideration to
be received by the Holder as promptly as practicable following the later of the
Purchase Date and the time of delivery of the Security.



         Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent or the office or agency referred to in Section 4.05 the
Purchase Notice contemplated by this Section 3.08(a) shall have the right to
withdraw such Purchase Notice at any time prior to the close of business on the
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.10.



         The Paying Agent shall promptly notify the Company of the receipt by it of
any Purchase Notice or written notice of withdrawal thereof.



         (b) Purchase with Cash. On each Purchase Date the Purchase Price
of Securities in respect of which a Purchase Notice pursuant to Section 3.08(a)
has been given, or a specified percentage thereof, will be paid by the Company
with cash equal to the aggregate Purchase Price of such Securities.



         (c) Company Notice. The Company shall send a notice (the
“Company Notice”) to the Holders (and to beneficial owners as required
by applicable law), in the manner provided in Section 13.02, not less than 20
Business Days prior to the applicable Purchase Date (the “Company Notice
Date”) which shall include a form of Purchase Notice to be completed by a
Securityholder that wishes to exercise its option to have the Company
repurchase the Securities and shall state:






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            (i) the Purchase Price, the Conversion Rate and, to the extent
known at the time of such notice, the amount of contingent
interest, if any, that will be accrued and payable with respect to
the Securities as of the Purchase Date;




            (ii) the name and address of the Paying Agent and the
Conversion Agent and of the office or agency referred to in Section
4.05;




            (iii) that Securities as to which a Purchase Notice has been
given may be converted pursuant to Article 11 hereof only if any
applicable Purchase Notice has been withdrawn in accordance with
the terms of this Indenture;




            (iv) that Securities must be surrendered to the Paying Agent
or to the office or agency referred to in Section 4.05 to collect
payment of the Purchase Price;




            (v) that the Purchase Price for any Security as to which a
Purchase Notice has been given and not withdrawn will be paid as
promptly as practicable following the later of the Purchase Date
and the time of surrender of such Security as described in (iv);




            (vi) the procedures the Holder must follow to exercise rights
under Section 3.08 and a brief description of those rights;




            (vii) briefly, the conversion rights of the Securities and
that Holders who want to convert Securities must satisfy the
requirements set forth in paragraph 9 of the Securities;




            (viii) the procedures for withdrawing a Purchase Notice
(including, without limitation, for a conditional withdrawal
pursuant to the terms of Section 3.10);




            (ix) that, unless the Company defaults in making payment of
such Purchase Price on Securities surrendered for purchase, the
Contingent Principal Amount will cease to increase and contingent
interest, if any, will cease to accrue on and after the Purchase
Date; and




            (x) the CUSIP number of the Securities.



         At the Company’s request and upon being provided with a copy of such
Company Notice, the Trustee shall give such Company Notice in the Company’s
name and at the Company’s expense, provided that the Company makes such request
at least 15 days (unless a shorter period shall be acceptable to the Trustee)
prior to the date such Company Notice must be mailed; and provided, further,
that, in all cases, the text of such Company Notice shall be prepared by the
Company.






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         (d) Procedure upon Purchase. On or before the Purchase Date, the
Company shall deposit cash, at the time and in the manner as provided in
Section 3.11, sufficient to pay the aggregate Purchase Price of all Securities
to be purchased pursuant to this Section 3.08.



         (e) Taxes. Nothing herein shall preclude the Company from
withholding or directing the withholding of any tax required by law or
regulations.”



         (g) Section 3.10 is hereby deleted in its entirety and amended as follows:



         “Section 3.10. Effect of Purchase Notice or Change in Control Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or Change
in Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, with respect to such Security to the Purchase Date or Change in Control
Purchase Date, as the case may be. Such Purchase Price or Change in Control
Purchase Price shall be paid to such Holder, subject to receipts of funds by
the Paying Agent, as promptly as practicable following the later of (x) the
Purchase Date or the Change in Control Purchase Date, as the case may be, with
respect to such Security (provided the conditions in Section 3.08(a) or Section
3.09(c), as applicable, have been satisfied) and (y) the time of delivery of
such Security to the Paying Agent by the Holder thereof in the manner required
by Section 3.08(a) or Section 3.09(c), as applicable. Securities in respect of
which a Purchase Notice or Change in Control Purchase Notice, as the case may
be, has been given by the Holder thereof may not be converted pursuant to
Article 11 hereof on or after the date of the delivery of such Purchase Notice
or Change in Control Purchase Notice, as the case may be, unless such Purchase
Notice or Change in Control Purchase Notice, as the case may be, has first been
validly withdrawn as specified in the following two paragraphs.



         A Purchase Notice or Change in Control Purchase Notice, as the case may
be, may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent or to the office or agency referred to in
Section 4.05 in accordance with the Purchase Notice or Change in Control
Purchase Notice, as the case may be, at any time prior to the close of business
on the Purchase Date or the Change in Control Purchase Date, as the case may
be, specifying:




            (1) the Original Principal Amount of the Securities with respect to
which such notice of withdrawal is being submitted,




            (2) the certificate number of the Securities in respect of which
such notice of withdrawal is being submitted, and




            (3) the Original Principal Amount, if any, of any such Securities
which remain subject to the original Purchase Notice or Change in Control
Purchase Notice, as the case may be, and which has been or will be
delivered for purchase by the Company.






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         There shall be no purchase of any Securities pursuant to Section 3.08 or
3.09 if there has occurred (prior to, on or after, as the case may be, the
giving, by the Holders of such Securities, of the required Purchase Notice or
Change in Control Purchase Notice, as the case may be) and is continuing an
Event of Default (other than a default in the payment of the Purchase Price or
Change in Control Purchase Price, as the case may be, with respect to such
Securities). The Paying Agent will promptly return to the respective Holders
thereof any Securities (x) with respect to which a Purchase Notice or Change in
Control Purchase Notice, as the case may be, has been withdrawn in compliance
with this Indenture, or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Purchase Price or Change in
Control Purchase Price, as the case may be, with respect to such Securities) in
which case, upon such return, the Purchase Notice or Change in Control Purchase
Notice with respect thereto shall be deemed to have been withdrawn.”



         (h) Section 3.11 is hereby deleted in its entirety and amended as follows:



         “Section 3.11. Deposit of Purchase Price or Change in Control Purchase
Price. Prior to 10:00 a.m. New York City time on the Business Day
following the Purchase Date or the Change in Control Purchase Date, as the case
may be, the Company shall deposit with the Trustee or with the Paying Agent
(or, if the Company or a Subsidiary or an Affiliate of either of them is acting
as the Paying Agent, shall segregate and hold in trust as provided in Section
2.04) an amount of money (in immediately available funds if deposited on such
Business Day) sufficient to pay the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of all the Securities or portions
thereof which are to be purchased as of the Purchase Date or Change in Control
Purchase Date, as the case may be. After the Purchase Date or the Change in
Control Purchase Date, the Contingent Principal Amount shall cease to increase,
Tax Original Issue Discount, and contingent interest, if any, shall cease to
accrue on such Security, whether or not such Security is delivered to the
Paying Agent.”



         (i) Section 3.14 is hereby deleted in its entirety and amended as follows:



         “Section 3.14. Repayment to the Company. The Trustee and the
Paying Agent shall return to the Company any cash that remains unclaimed as
provided in paragraph 14 of the Securities, together with interest or
dividends, if any, thereon (subject to the provisions of Section 7.01(f)), held
by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be; provided, however, that to the extent
that the aggregate amount of cash deposited by the Company pursuant to Section
3.11 exceeds the aggregate Purchase Price or Change in Control Purchase Price,
as the case may be, of the Securities or portions thereof which the Company is
obligated to purchase as of the Purchase Date or Change in Control Purchase
Date, as the case may be, then as promptly as practicable after the Business
Day following the Purchase Date or Change in Control Purchase Date, as the case
may be, the Trustee shall return any such excess to the Company together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)).



         Notwithstanding anything in this Indenture to the contrary, all moneys
delivered to the Trustee (in any capacity) for payment to Holders shall remain
uninvested unless otherwise agreed to in writing between the Company and the
Trustee.”






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         (j) Section 7.03 is hereby deleted in its entirety and amended as follows:



         “Section 7.03. Trustee’s Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company’s use of the proceeds
from the Securities, it shall not be responsible for any statement in the
registration statement for the Securities under the Securities Act of 1933, as
amended (the “Securities Act”), or in the Indenture or the Securities (other
than its certificate of authentication), or the determination as to which
beneficial owners are entitled to receive any notices hereunder.”



         (k) Section 8.01 is hereby deleted in its entirety and amended as follows:



         “Section 8.01. Discharge of Liability on Securities. When (i) the
Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company deposits
with the Trustee cash sufficient to pay at the Stated Maturity, the Purchase
Date, the Change in Control Purchase or the Redemption Date, the Contingent
Principal Amount, the Purchase Price or contingent interest (if any shall be
due and unpaid), the Change in Control Purchase Price or the Redemption Price,
as the case may be, of all outstanding Securities (other than Securities
replaced pursuant to Section 2.07), and if, in either case, the Company has
paid all other sums payable hereunder by the Company, then this Indenture
shall, subject to Section 7.06, cease to be of further effect. The Trustee
shall join in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost
and expense of the Company.”



ARTICLE III




MISCELLANEOUS




         Section 3.01. Effectiveness. This First Supplemental Indenture
shall become effective as of the date (the “Amendment Effective Date”) when
each of the parties hereto shall have received counterparts hereof signed by
the other party hereto. Upon the effectiveness hereof, all references in the
Original Indenture to “this Indenture” or the like shall refer to the Original
Indenture as further amended hereby.



         Section 3.02. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.



         Section 3.03. Multiple Originals. The parties may sign any number
of copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this Indenture.






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SIGNATURES




         IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this First Supplemental Indenture on behalf of the respective parties hereto as
of the date first above written.


	 	 	 	 	 
	 	MERRILL LYNCH & CO., INC.

 	 
	 	By:  	/s/ John N. Laws
 	 
	 	 	Name:  	John N. Laws 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	JPMORGAN CHASE BANK

 	 
	 	By:  	/s/ Albert Mari, Jr.
 	 
	 	 	Name:  	Albert Mari, Jr. 	 
	 	 	Title:  	Vice President 	 
	 








 






 





EXHIBIT A




[FORM OF FACE OF GLOBAL SECURITY]




         FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF
ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE
ISSUE DATE IS MARCH 13, 2002, AND THE YIELD TO MATURITY FOR PURPOSES OF
ACCRUING ORIGINAL ISSUE DISCOUNT IS 5.714% PER ANNUM. THE HOLDER OF THIS
SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A WRITTEN
REQUEST FOR SUCH INFORMATION TO: MERRILL LYNCH & CO., INC., CORPORATE
SECRETARY’S OFFICE, 222 BROADWAY, 17TH FLOOR, NEW YORK, NEW YORK 10038.



         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), MERRILL
LYNCH & CO., INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.






 






 





MERRILL LYNCH & CO., INC.

Liquid Yield OptionTM Note due 2032

(Zero Coupon-Floating Rate-Senior)




	 	 	 
	No. R-

Issue Date: March 13, 2002

Original Principal Amount: $

Issue Price: $1,000.00 for each $1,000 

Original Principal Amount

	 	CUSIP: 590188 A73







         MERRILL LYNCH & CO., INC., a Delaware corporation, promises to pay to Cede
& Co. or registered assigns, on March 13, 2032 the Contingent Principal Amount
of this Security on such date. This Security is issued with an Original
Principal Amount of            MILLION DOLLARS ($          ).



         This Security shall not bear interest except as specified on the reverse
side of this Security. The Contingent Principal Amount of this Security, will
accrue as specified on the reverse side of this Security. This Security is
convertible as specified on the reverse side of this Security.






A-2






 





         Additional provisions of this Security are set forth on the reverse side of this Security.


	 	 	 	 	 
	Dated: 	MERRILL LYNCH & CO., INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 




	 	 	 
	TRUSTEE’S CERTIFICATE OF

  AUTHENTICATION
	JPMORGAN CHASE BANK,
	as Trustee, certifies that this

is one of the Securities referred

to in the within-mentioned Indenture.
	By:
	 	 
	

	 	 
	

	 	Authorized Signature
	Dated:










A-3






 





[FORM OF REVERSE OF SECURITY]




Liquid Yield OptionTM Note due 2032

(Zero Coupon-Floating Rate-Senior)




1. Interest.




         This Security shall not bear interest, except as specified in paragraph 5
hereof. At Stated Maturity, the Holder of this Security will receive the
Contingent Principal Amount of this Security on such date, which for each
$1,000 Original Principal Amount will be equal to such Original Principal
Amount of $1,000 per Security increased daily by the applicable Yield as
provided in the Indenture. If the Contingent Principal Amount hereof or any
portion of such Contingent Principal Amount is not paid when due (whether upon
acceleration pursuant to Section 6.02 of the Indenture, upon the date set for
payment of the Redemption Price pursuant to paragraph 6 hereof, upon the date
set for payment of the Purchase Price or Change in Control Purchase Price
pursuant to paragraph 7 hereof or upon the Stated Maturity of this Security) or
if contingent interest, if any, due hereon or any portion of such contingent
interest is not paid when due in accordance with paragraph 5 hereof, then in
each such case the overdue amount shall, to the extent permitted by law, bear
interest at the then applicable Yield, compounded semi-annually, which interest
shall accrue from the date such overdue amount was originally due to the date
payment of such amount, including interest thereon, has been made or duly
provided for. All such interest shall be payable on demand. The accrual of
such interest on overdue amounts shall be in lieu of, and not in addition to
any subsequent increase in the Contingent Principal Amount.



         The Contingent Principal Amount of each Security will accrue daily at the
applicable Yield applied to the Contingent Principal Amount as of the day
preceding the most recent Yield Reset Date, commencing on June 13, 2002.
Regardless of the level of 3-month LIBOR, the Yield will never be less than
zero and, after March 13, 2007, the Yield will not exceed 5.5% per annum. The
Yield will be calculated using the actual number of days elapsed between the
Yield Reset Dates divided by 360.



2. Method of Payment.




         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Contingent Principal Amount, Redemption Prices,
Purchase Price, Change in Control Purchase Prices and at Stated Maturity to
Holders who surrender Securities to a Paying Agent to collect such payments in
respect of the Securities. In addition, the Company will pay contingent
interest, if any. The Company will pay cash amounts in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. However, the Company may make such cash payments by check
payable in such money.



3. Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.







A-4






 





         Initially, JPMorgan Chase Bank, a banking corporation organized and
existing under the laws of the State of New York, (the “Trustee”), will act as
Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent. The Company may appoint and change
any Paying Agent, Conversion Agent, Registrar or co-registrar or Bid
Solicitation Agent without notice, other than notice to the Trustee, except
that the Company will maintain at least one Paying Agent in the State of New
York, City of New York, Borough of Manhattan, which shall initially be an
office or agency of the Trustee. The Company or any of its Subsidiaries or any
of their Affiliates may act as Paying Agent, Conversion Agent, Registrar or
co-registrar. None of the Company, any of its Subsidiaries or any of their
Affiliates shall act as Bid Solicitation Agent.



4. Indenture.




         The Company has issued the Securities under an Indenture dated as of March
13, 2002, as amended (the “Indenture”), between the Company and the Trustee.
The terms of the Securities include those stated in the Indenture and those
made part of the Indenture by reference to the Securities themselves and the
Trust Indenture Act of 1939, as in effect from time to time (the “TIA”).
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
those terms.



         The Securities are unsecured and unsubordinated obligations of the Company
limited to $2,300,000,000 aggregate Original Principal Amount (subject to
Section 2.07 of the Indenture) and will rank equally in right of payment to all
the Company’s present and future unsecured and unsubordinated indebtedness.
The Indenture does not limit other indebtedness of the Company, secured or
unsecured.



5. Contingent Interest.




         Subject to the conditions of the Indenture and the accrual and record date
provisions specified in this paragraph 5, the Company shall pay contingent
interest to the Holders during any six-month period (a “Contingent Interest
Period”) from June 1 to November 30 and from December 1 to May 31, with the
initial six-month period commencing after June 1, 2007, if the average LYON
Market Price for the Measurement Period with respect to such Contingent
Interest Period equals 120% or more of the Contingent Principal Amount of a
Security accrued thereon to the day immediately preceding the first day of the
relevant Contingent Interest Period.



         Contingent interest, if any, will accrue and be payable on such days and
to holders of this Security as of such record dates as provided in Section
10.02 of the Indenture. The Contingent Principal Amount will continue to
increase at the applicable Yield whether or not contingent interest is paid.



         The amount of contingent interest payable per $1,000 Original Principal
Amount hereof in respect of either the first three-month period or the second
three-month period any Contingent Interest Period shall equal the greater of
(x) $0.16 multiplied by 13.8213 and (y) the sum of all Regular Cash Dividends
paid by the Company per share of Common Stock during that three-month period of
the applicable Contingent Interest Period multiplied by the number of shares of






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Common Stock into which $1,000 Original Principal Amount of a Security is
convertible pursuant to paragraph 9 hereof as of the accrual date for such
contingent interest.



         Upon determination that Holders will be entitled to receive contingent
interest during a Contingent Interest Period the Company shall issue a press
release and publish such information on its web site on the World Wide Web for
a period of not less than 120 days or, at the Company’s option, otherwise
publicly disclose such information.



6. Redemption at the Option of the Company.




         No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company at a Redemption Price equal to the Contingent Principal Amount
of the Securities on the Redemption Date, provided that the Securities are not
redeemable prior to March 13, 2007.



7. Purchase by the Company at the Option of the Holder.




         Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Securities held
by such Holder on March 13, 2005, 2007, 2012, 2017, 2022 and 2027 at a price
equal to the Contingent Principal Amount of the Securities on the Purchase
Date, upon delivery of a Purchase Notice containing the information set forth
in the Indenture, at any time from the opening of business on the date that is
at least 20 Business Days prior to such Purchase Date until the close of
business on the Business Day immediately preceding such Purchase Date and upon
delivery of the Securities to the Paying Agent by the Holder as set forth in
the Indenture. The Purchase Price shall be paid in cash.



         At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or a portion of
the Securities in integral multiples of $1,000 Original Principal Amount held
by such Holder no later than 35 Business Days after the occurrence of a Change
in Control of the Company occurring on or prior to March 13, 2007 for a Change
in Control Purchase Price for each $1,000 Original Principal Amount of such
Securities equal to the Contingent Principal Amount on the Change in Control
Purchase Date, which Change in Control Purchase Price shall be paid in cash.



         Holders have the right to withdraw any Purchase Notice or Change in
Control Purchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal within the times and otherwise in accordance
with the provisions of the Indenture.



         If cash sufficient to pay the Purchase Price or Change in Control Purchase
Price, as the case may be, of all Securities or portions thereof to be
purchased as of the Purchase Date or the Change in Control Purchase Date, as
the case may be, is deposited with the Paying Agent on the Purchase Date or the
Change in Control Purchase Date, as the case may be, the Contingent Principal
Amount shall cease to increase, and contingent interest, if any, shall cease to
accrue on such Securities (or portions thereof) immediately after such Purchase
Date or Change in Control Purchase Date, as the case may be, and the Holder
thereof shall have no other rights as such






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(other than the right to receive the
Purchase Price or Change in Control Purchase Price, as the case may be, if any,
upon surrender of such Security).



8. Notice of Redemption.




         Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder’s registered address. If money sufficient to pay the Redemption
Price of all Securities (or portions thereof) to be redeemed on the Redemption
Date is deposited with the Paying Agent prior to or on the Redemption Date,
immediately after such Redemption Date, the Contingent Principal Amount shall
cease to increase, and contingent interest, if any, shall cease to accrue on
such Securities or portions thereof. Securities in denominations larger than
$1,000 of Original Principal Amount may be redeemed in part but only in
integral multiples of $1,000 of Original Principal Amount.



9. Conversion.




         Subject to the provisions of this paragraph 9 and the terms of the
Indenture and notwithstanding the fact that any other condition to conversion
has not been satisfied, Holders may surrender this Security for conversion into
shares of Common Stock at any time at their option until the close of business
on the Business Day immediately preceding March 13, 2032 if, as of the last day
of any calendar quarter beginning with the quarter ending on June 30, 2002, the
Sale Price of the Common Stock for at least 20 Trading Days in a period of 30
consecutive Trading Days ending on the last Trading Day of such quarter is more
than 120% of the accreted conversion price per share of Common Stock on the
last day of such quarter. Securities subject to conversion pursuant to the
condition to conversion contained in this paragraph will remain convertible
notwithstanding changes to the Sale Price of the Common Stock after such
Securities are deemed convertible.



         The “accreted conversion price” per share of Common Stock as of any day
equals the quotient of:




	 	•	 	the Contingent Principal Amount of $1,000 Original Principal
Amount of Securities on that day, divided by






	 	•	 	the number of shares of Common Stock issuable upon conversion
of $1,000 Original Principal Amount of Securities on that day.





         Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact any other condition to conversion has not been
satisfied, Holders may convert the Securities into Common Stock on a Conversion
Date during any period in which the credit rating assigned to the Securities by
a Rating Agency is reduced to or below the Applicable Rating. “Rating Agency”
means (1) Moody’s Investors Service, Inc. and its successors
(“Moody’s”), (2) Standard & Poor’s Credit Market Services, a division of
The McGraw-Hill Companies Inc., and its successors (“Standard & Poor’s”)
and (3) Fitch, Inc. (“Fitch”) and its successors. “Applicable Rating”
means (1) Baa1, in the case of Moody’s (or its equivalent under any
successor
ratings categories of Moody’s), (2) BBB+, in the case of Standard & Poor’s (or
its equivalent under any






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successor ratings categories of Standard & Poor’s),
(3) BBB+ in the case of Fitch (or its equivalent under any
successor ratings
categories of Fitch) or (4) the equivalent in respect of ratings categories of
any Rating Agencies which are successors to Moody’s, Standard & Poor’s or
Fitch.



         Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, a Holder may convert into Common Stock a Security or portion of a
Security which has been called for redemption pursuant to paragraph 6 hereof,
even if the Security, or any portion thereof, is not subject to conversion by
the Holder, provided such Securities are surrendered for conversion prior to
the close of business on the second Business Day immediately preceding the
Redemption Date.



         Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event that the Company declares a dividend or distribution
described in Section 11.07 of the Indenture, or a dividend or a distribution
described in Section 11.08 of the Indenture where the fair market value of such
dividend or distribution per share of Common Stock, as determined in the
Indenture, exceeds 15% of the Sale Price of the Common Stock on the Trading Day
immediately preceding the date of declaration for such dividend or
distribution, the Securities may be surrendered for conversion beginning on the
date the Company gives notice to the Holders of such right, which shall not be
less than 20 days prior to the Ex-Dividend Time for such dividend or
distribution, and Securities may be surrendered for conversion at any time
thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such dividend or
distribution will not take place. No adjustment to the Conversion Rate or the
ability of the Holders to convert this Security will be made if the Company
provides, as permitted in the Indenture, for Holders to participate in the
transaction without conversion or in other cases specified in the Indenture.



         Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event the Company is a party to a consolidation, merger or
binding share exchange pursuant to which the Common Stock would be converted
into cash, securities or other property as set forth in Section 11.14 of the
Indenture, the Securities may be surrendered for conversion at any time from
and after the date which is 15 days prior to the date of the anticipated
effective time of such transaction announced by the Company until 15 days after
the actual effective date of such transaction, and at the effective time of
such transaction the right to convert a Security into Common Stock will be
deemed to have changed into a right to convert it into the kind and amount of
cash, securities or other property which the holder would have received if the
holder had converted its Security immediately prior to the transaction.



         A Security in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.






A-8






 





         The initial Conversion Rate is 13.8213 shares of Common Stock per $1,000
Original Principal Amount, subject to adjustment for certain events described
in the Indenture or this paragraph 9. The Company will deliver cash or a check
in lieu of any fractional share of Common Stock due to a Holder, taking into
account all Securities converted by a Holder at the same time.



         Contingent interest, if any, will not be paid on Securities that are
converted; provided, however that Securities surrendered for
conversion during the period from the close of business on the applicable
record date to the opening of business on the date on which such contingent
interest is payable shall be entitled to receive such contingent interest
payable on such Securities on the date on which such contingent interest is
payable and (except Securities with respect to which the Company has mailed a
notice of redemption) Securities surrendered for conversion during such periods
must be accompanied by payment of an amount equal to the contingent interest
with respect thereto that the registered Holder is to receive.



         To convert a Security, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the
Security to the Conversion Agent, (3) furnish appropriate endorsements and
transfer documents if required by the Conversion Agent, the Company or the
Trustee and (4) pay any transfer or similar tax, if required.



         A Holder may only convert a portion of a Security pursuant to the terms of
this paragraph 9 and in accordance with the Indenture if the Original Principal
Amount of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
herein and in the Indenture. On conversion of a Security, increases in the
Contingent Principal Amount attributable to the period from the Issue Date
through the Conversion Date, accrued Tax Original Issue Discount and (except as
provided above) accrued contingent interest with respect to the converted
Security shall not be cancelled, extinguished or forfeited, but rather shall be
deemed to be paid in full to the Holder thereof through the delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Security being converted pursuant to the terms
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for the increases in the Contingent
Principal Amount accrued through the Conversion Date, accrued Tax Original
Issue Discount and accrued contingent interest, and the balance, if any, of
such fair market value of such Common Stock (and any such cash payment) shall
be treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.



         Pursuant to the terms and conditions of the Indenture, the Conversion Rate
will be adjusted for dividends or distributions on Common Stock payable in
Common Stock or other capital stock of the Company; subdivisions, combinations
or certain reclassifications of Common Stock; distributions to all holders of
Common Stock of certain rights to purchase Common Stock for a period expiring
within 60 days at less than the Sale Price of the Common Stock at the Time of
Determination; and distributions to such holders of assets or debt securities
of the Company or certain rights to purchase securities of the Company
(excluding certain cash dividends or






A-9






 






distributions). However, no adjustment
need be made if Securityholders may participate in the transaction or in
certain other cases. The Company from time to time may voluntarily increase
the Conversion Rate.



         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the
Indenture, the right to convert a Security into Common Stock may be
changed into a right to convert it into securities, cash or other assets of the
Company or another person.



         The Conversion Rate will not be adjusted for increases in the Contingent
Principal Amount or any contingent interest.



10. [Reserved.]




11. Defaulted Interest.




         Except as otherwise specified with respect to the Securities, any
contingent interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date
for contingent interest, as the case may be, by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company as provided for
in Section 12.02 of the Indenture.



12. Denominations; Transfer; Exchange.




         The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Original Principal Amount and integral multiples of
$1,000 Original Principal Amount. A Holder may transfer or exchange Securities
in accordance with the Indenture. The Registrar may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture. The
Registrar need not transfer or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or any Securities in respect of which a Purchase
Notice or Change in Control Purchase Notice has been given and not withdrawn
(except, in the case of a Security to be purchased in part, the portion of the
Security not to be purchased) or any Securities for a period of 15 days before
the mailing of a notice of redemption of Securities to be redeemed.



13. Persons Deemed Owners.




         The registered Holder of this Security may be treated as the owner of this
Security for all purposes.



14. Unclaimed Money or Securities.




         The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to
applicable unclaimed property laws. After






A-10






 






return to the Company, Holders
entitled to the money or securities must look to the Company for payment as
general creditors unless an applicable abandoned property law designates
another person.



15. Amendment; Waiver.




         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Original Principal Amount of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Original
Principal Amount of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 or Section 11.14 of the Indenture, to secure the
Company’s obligations under this Security or to add to the Company’s covenants
for the benefit of the Securityholders or to surrender any right or power
conferred, or to comply with any requirement of the SEC in connection with the
qualification of the Indenture under the TIA, or as necessary in connection
with the registration of the Securities under the Securities Act.



16. Defaults and Remedies.




         If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate Original Principal Amount of the
Securities at the time outstanding, may declare all the Securities to be due
and payable immediately. Certain events of bankruptcy or insolvency are Events
of Default which will result in the Securities becoming due and payable
immediately upon the occurrence of such Events of Default.



         Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Original Principal Amount of the Securities at the time outstanding may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold
from Securityholders notice of any continuing Default (except a Default in
payment of amounts specified in clause (i) or (ii) above) if it determines that
withholding notice is in their interests.



17. Trustee Dealings with the Company.




         Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its respective Affiliates and may otherwise deal with
the Company or its respective Affiliates with the same rights it would have if
it were not Trustee.



18. No Recourse Against Others.







A-11






 





         A director, officer, employee or stockholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.



19. Authentication.




         This Security shall not be valid until an authorized signatory of the
Trustee manually signs the Trustee’s Certificate of Authentication on the other
side of this Security.



20. Abbreviations.




         Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).



21. GOVERNING LAW.




         THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.






         The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture.



	 	 	 
	 

	 	Merrill Lynch & Co., Inc.

222 Broadway, 17th Floor

New York, New York 10038

Attention: Secretary
	 
	 	 
	

	 	with a copy to:
	 
	 	 
	

	 	Merrill Lynch & Co., Inc.

4 World Financial Center 18th Floor

New York, New York 10080

Attention: Treasurer










A-12






 







ASSIGNMENT FORM



To assign this Security, fill
in the form below:
 


I or we assign and transfer this Security to














(Insert assignee’s Soc. Sec. or tax ID no.)















(Print or type assignee’s name, address

and zip code)



and irrevocably appoint                
agent to transfer this Security on the books of
the Company. The agent may substitute another
to act for him.
 

Date:    







CONVERSION NOTICE



To convert this Security into Common Stock of
the Company, check the box: o

To convert only part of this Security, state
the Original Principal Amount to be converted
(which must be $1,000 Original Principal
Amount or an integral multiple of $1,000
Original Principal Amount): $








If you want the stock certificate made out in
another person’s name, fill in the form below:













(Insert other person’s Soc. Sec. or tax ID no.)
















(Print or type other person’s name, address and zip code)



Your
Signature:
                                            *



(Sign exactly as your name appears on the
other side of this Security)









• Your signature must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Trustee, which requirements include membership
or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be
determined by the Trustee in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.







A-13