Instruments defining the rights of security holders, including indentures



 EXHIBIT (4) 
  
 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 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-1	 	ORIGINAL PUBLIC OFFERING PRICE: $19,000,000
	CUSIP No. 59021S844	 	 

  
 MERRILL LYNCH &
CO., INC. 
 Medium-Term Note, Series C 
 Principal Protected Notes 
 (the “Notes”) 
  

					
	INDEX:	 	INDEX PUBLISHER:	 	PARTICIPATION RATE:
	Nikkei 225 Index	 	Nihon Keizai Shimbum, Inc.	 	115%
			
	ORIGINAL ISSUE DATE:	 	STATED MATURITY:	 	STARTING VALUE:
	November 30, 2004	 	January 22, 2010	 	10,872.33
			
	MINIMUM REDEMPTION AMOUNT:	 	CALCULATION AGENT:	 	DENOMINATIONS:
	 $9.70 per $10 original public offering
 price of
Notes
	 	 (Merrill Lynch, Pierce,
 Fenner & Smith
Incorporated,
 unless otherwise specified)
	 	 (Integral multiples of $10, unless
 otherwise
specified)

			
	DEFAULT RATE:	 	 	 	SPECIFIED CURRENCY:
	2.0%	 	 	 	 (United States dollar, unless
 otherwise
specified)









 OTHER PROVISIONS: 
  
 Market Disruption Events 
  
 In addition to the provisions below, for the purposes of determining whether a Market Disruption Event (as defined below) has occurred: 
  

	 	(1)	a decision to permanently discontinue trading in the relevant futures or options contract shall not constitute a Market Disruption Event; 

  

	 	(2)	a suspension in trading in a futures or options contract on the Index, or any Successor Index (as defined below), by a major securities market by reason of (a) a price change
violating limits set by that securities market, (b) an imbalance of orders relating to those contracts or (c) a disparity in bid and ask quotes relating to those contracts shall constitute a suspension or material limitation of trading in futures or
options contracts related to the Index; and 

  

	 	(3)	an absence of trading on the Tokyo Stock Exchange (the “TSE”) shall not include any time when the TSE is closed for trading under ordinary circumstances.


  
 Business Day 
  
 The definition of “Business Day” below shall be replaced by the
following: 
  
 A “Business Day” is any day on which the
TSE, the New York Stock Exchange, the American Stock Exchange and The Nasdaq Stock Market are open for trading. 
  
  

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 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, a sum for each $10 original public offering price of
Notes equal to the Minimum Redemption Amount plus the Supplemental Redemption Amount (as defined below), if any, on the Stated Maturity. 
  
 Payment or delivery of the Minimum Redemption Amount and the Supplemental Redemption Amount, if any, 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. 
  
 This
Global Note is one of the series of Medium-Term Notes, Series C, Principal Protected Notes due on the Stated Maturity. 
  
 Payment at Maturity 
  
 The “Supplemental Redemption Amount” per $10 public offering price of Notes shall be determined by the Calculation Agent and equals:

  

									
	Principal Amount ×	 	(	 	 Ending Value – Starting Value

 Starting Value
	 	)	 	 × Participation Rule

	 	 	 	 

  
 provided, however, that in no event
shall the Supplemental Redemption Amount be less than zero. The “Ending Value” shall be determined by the Calculation Agent and shall equal the average, arithmetic mean, of the closing levels of the Index determined on each of the first
five Calculation Days (as defined below) during the Calculation Period (as defined below). If there are fewer than five Calculation Days during the Calculation Period, then the Ending Value shall equal the average, arithmetic mean, of the closing
levels of the Index on those Calculation Days. If there is only one Calculation Day during the Calculation Period, then the Ending Value shall equal the closing value of the Index on that Calculation Day. If no Calculation Days occur during the
Calculation Period, then the Ending Value shall equal the closing level of the Index determined on the last scheduled Index Business Day in the Calculation Period, regardless of the occurrence of a Market Disruption Event (as defined below) on that
scheduled Index Business Day. 
  
 The “Calculation
Period” means the period from and including the seventh scheduled Index Business Day before the Stated Maturity to and including the second scheduled Index Business Day before the Stated Maturity. 
  
 “Calculation Day” means any Index Business Day during the
Calculation Period on which a Market Disruption Event has not occurred. 
  
 An “Index Business Day” is any day on which the New York Stock Exchange (the “NYSE”), the American Stock Exchange (the “AMEX”) and the Nasdaq National Market (the “Nasdaq”) are open for trading and
the Index or any Successor Index (as defined below) is calculated and published. 
  

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 All determinations made by the Calculation Agent shall be at the sole discretion of the Calculation Agent
and, absent a determination of a manifest error, shall be conclusive for all purposes and binding on the Company and the Holders and the beneficial owners of this Global Note. 
  
 Adjustments to the Index; Market Disruption Events 
  
 If at any time the Index Publisher makes a material change in the formula for or the method of calculating the Index or in
any other way materially modifies the Index so that the Index does not, in the opinion of the Calculation Agent, fairly represent the level of the Index had those changes or modifications not been made, then, from and after that time, the
Calculation Agent shall, at the close of business in New York, New York, on each date that the closing level of the Index is to be calculated, make any adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to
arrive at a calculation of a level of a stock index comparable to the Index as if those changes or modifications had not been made, and calculate the closing level with reference to the Index, as so adjusted.  
  
 “Market Disruption Event” means either of the following events as
determined by the Calculation Agent: 
  

	 	(A)	the suspension of or material limitation on trading for more than two hours of trading, or during the one-half hour period preceding the close of trading, on the applicable exchange
(without taking into account any extended or after-hours trading session), in 20% or more of the stocks which then comprise the Index or any Successor Index; or 

  

	 	(B)	the suspension of or material limitation on trading for more than two hours of trading, or during the one-half hour period preceding the close of trading, on the applicable exchange
(without taking into account any extended or after-hours trading session), whether by reason of movements in price otherwise exceeding levels permitted by the relevant exchange or otherwise, in option contracts or futures contracts related to the
Index, or any Successor Index, which are traded on any major U.S. exchange. 

  
 For the purposes of determining whether a Market Disruption Event has occurred: 
  

	 	(1)	a limitation on the hours in a trading day and/or number of days of trading shall not constitute a Market Disruption Event if it results from an announced change in the regular
business hours of the relevant exchange; and 

  

	 	(2)	for the purpose of clause (A) above, any limitations on trading during significant market fluctuations under NYSE Rule 80A, or any applicable rule or regulation enacted or
promulgated by the NYSE or any other self regulatory organization or the Securities and Exchange Commission of similar scope as determined by the Calculation Agent, shall be considered “material”. 

  

 4 








 Discontinuance of the Index 
  
 If the Index Publisher discontinues publication of the Index and the Index Publisher or another entity publishes a successor
or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the Index (a “Successor Index”), then, upon the Calculation Agent’s notification of that determination to the Trustee (as defined
below) and the Company, the Calculation Agent shall substitute the Successor Index as calculated by the Index Publisher or any other entity for the Index and calculate the Ending Value as described above under “Payment at Maturity”. Upon
any selection by the Calculation Agent of a Successor Index, the Company shall cause notice to be given to Holders of the Notes. 
  
 In the event that the Index Publisher discontinues publication of the Index and: 
  

	 	•	the Calculation Agent does not select a Successor Index; or 

  

	 	•	the Successor Index is not published on any of the Calculation Days, 

  
 the Calculation Agent shall compute a substitute level for the Index in accordance with the procedures last used to calculate the Index before any discontinuance. If a
Successor Index is selected or the Calculation Agent calculates a level as a substitute for the Index as described below, the Successor Index or level shall be used as a substitute for the Index for all purposes, including for purposes of
determining whether a Market Disruption Event exists. 
  
 If the
Index Publisher discontinues publication of the Index before the Calculation Period and the Calculation Agent determines that no Successor Index is available at that time, then on each Business Day until the earlier to occur of: 
  

	 	•	the determination of an Ending Value; or 

  

	 	•	a determination by the Calculation Agent that a Successor Index is available, 

  

the Calculation Agent shall determine the value that would be used in computing the redemption amount payable to the Holders of the Notes at maturity as described in
the preceding paragraph as if that day were a Calculation Day. The Calculation Agent shall cause notice of each value to be published not less often than once each month in The Wall Street Journal or another newspaper of general circulation
and arrange for information with respect to these values to be made available by telephone. 
  
 A “Business Day” is any day on which the NYSE, the AMEX and the Nasdaq are open for trading. 
  
 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 the nearest cent with one-half cent being rounded upward. 
  

 5 








 This Global Note is one of a duly authorized issue of securities (hereinafter called the
“Notes”) of the Company designated as its Medium-Term Notes, Series C, Due Nine Months or More from Date of Issue. The Securities 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, the Notes are exchangeable for a like aggregate original public offering price of Notes 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 the Notes, this Global Note shall be exchangeable for Notes in definitive form of like tenor
and of an equal aggregate original public offering price, 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. 
  
 The Notes are not subject to any sinking fund. 
  
 In case an Event of Default with respect to any Notes shall have occurred and be continuing, the amount payable to a Holder of a Note upon any
acceleration permitted by the Notes, with respect to each $10 original public offering price of Notes, shall be equal to the Minimum Redemption Amount and Supplemental Redemption Amount, if any, calculated as though the date of acceleration were the
Stated Maturity. 
  
 In case of default in payment of the Notes,
whether at the Stated Maturity or upon acceleration, from and after such date the Notes shall bear interest, payable upon demand of the Holders thereof, at the Default Rate, to the extent that payment of such interest shall be legally enforceable,
on the unpaid amount due and payable on such date in accordance with the terms of the Notes 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

  

 6 








 original public offering price of the Securities at the time Outstanding of each series affected thereby. Holders of
specified percentages in aggregate original public offering price 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 Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the public offering price of and interest on the Notes 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 Notes of authorized denominations and for the same aggregate original public offering price, shall be issued to the designated transferee or transferees. 
  
 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 that is subject to U.S. Treasury Regulation section 1.1275-4(b) governing contingent
payment debt instruments, 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. 
  
 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. 
  
 The Indenture and the Notes 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. 
  

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

  
 Dated: November 30, 2004 
  

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

  

 8 








 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.