MERRILL LYNCH & CO., INC. MEDIUM-TERM NOTE, SERIES C

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 NOTES 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.

MERRILL LYNCH & CO., INC.

MEDIUM-TERM NOTE, SERIES C

80% Principal Protected Declining Rate Notes Linked to the 10-Year

Constant Maturity Treasury Rate due December 17, 2009

(the "Notes")

MERRILL LYNCH & CO., INC., a Delaware corporation (hereinafter referred to as the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the Redemption Amount (as defined below) per Unit on December 17, 2009 (the "Stated Maturity") in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts.

Payment on the Stated Maturity

On the Stated Maturity, the Holder of this Global Note shall receive a cash payment per Unit equal to the Redemption Amount per Unit.

The "Redemption Amount" per Unit shall be determined by the Calculation Agent and shall equal:

$1,000 + [40 x (Starting Rate – Ending Rate) x $1,000]

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provided, however, that the Redemption Amount per Unit will not exceed $1,200 per Unit (the "Capped Value"); or

$1,000 + [8 x (Starting Rate – Ending Rate) x $1,000]

provided, however, the Redemption Amount per Unit will not be less than $800 per Unit.

The "Starting Rate" equals 2.69%.

The "Ending Rate" shall equal the 10-Year Constant Maturity Treasury Rate (the "CMT10 Rate") published on the Federal Reserve H15 publication at approximately 5:00 p.m., New York City time, available on Bloomberg data services ("Bloomberg") page H15T10Y, or any successor service or page displaying such rate, on the Valuation Date (as defined below). If the CMT10 Rate cannot be determined by reference to Bloomberg page H15T10Y at approximately 5:00 p.m., New York City time, such rate shall be determined by reference to Reuters page FRBCMT. If the CMT10 Rate cannot be determined by reference to Reuters page FRBCMT, such rate shall be determined in accordance with the procedures set forth in the Company’s MTN prospectus supplement, dated March 31, 2006 and filed on April 3, 2006, relating to the determination of the CMT10 Rate in the event of the unavailability of CMT Moneyline Telerate Page 7051.

The "Valuation Date" will be December 10, 2009, provided that, if December 10, 2009 is not a Business Day, then the Ending Rate will equal the CMT10 Rate on the next scheduled Business Day. If the second scheduled Business Day preceding the Stated Maturity is not a Business Day, then the CMT10 Rate shall be determined by the Calculation Agent (as defined below) (or, if not determinable, estimated by the Calculation Agent) in a manner which is considered commercially reasonable under the circumstances.

"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.

As used herein, the "Calculation Agent" is Merrill Lynch Capital Services, Inc. All determinations made by the Calculation Agent, absent a determination of manifest error, shall be conclusive for all purposes and binding on the Company and the Holders and beneficial owners of this Global Note.

Payment of the Redemption Amount due on the Stated Maturity will be made in immediately available funds upon presentation and surrender of this Global Note at the office or agency maintained by the Company for that purpose in the Borough of Manhattan, The City of New York.

If the Stated Maturity falls on a day that is not a Business Day, the required payment of the Redemption Amount shall be made on the next succeeding Business Day and no interest shall accrue as a result of such delayed payment with respect to the payment for the period from and after the Stated Maturity to the date of such payment on the next succeeding Business Day.

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General

All percentages resulting from any calculation on this Global Note 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.

Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature, this Global Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

This Global Note is one of a duly authorized issue of the Company’s Medium-Term Notes, Series C, designated as 80% Principal Protected Declining Rate Notes Linked to the 10-Year Constant Maturity Treasury Rate due December 17, 2009. The Notes are issued and to be issued under an indenture (the "Indenture") dated as of April 1, 1983, as amended and restated, between the Company and The Bank of New York Mellon (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, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holder of this Global Note and the terms upon which this Global Note is to be authenticated and delivered.

This Global Note is issuable only in registered form without coupons in denominations of $1,000 and integral mu