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

EXHIBIT (4)

THIS CALLABLE STRIDES SECURITY IS A GLOBAL SECURITY 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 CALLABLE STRIDES SECURITY 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 CALLABLE STRIDES SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CALLABLE STRIDES SECURITY 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 NOTES, SERIES C

Callable STock Return Income DEbt Securities ^SM

(the “Callable STRIDES”)

OTHER PROVISIONS:

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, if not previously called or redeemed, for each Unit, interest at the Interest Rate on the Interest Payment Dates. On the Stated Maturity, if not redeemed or called on or prior to the Stated Maturity, the Company hereby promises to pay to CEDE & CO., or its registered assigns, for each Unit any accrued and unpaid interest plus a number of shares of the Deliverable Shares equal to the then current Share Multiplier, as defined below. If the Callable STRIDES are called by the Company, the Company hereby promises to pay to CEDE & CO., or its registered assigns, for each Unit any accrued and unpaid interest plus the Call Price, as defined below, on the Call Date, as defined below. If the Callable STRIDES are redeemed by the Company, as described below under the heading entitled “Redemption Event”, the Company hereby promises to pay to CEDE & CO., or its registered assigns, for each Unit a number of shares of the Deliverable Shares equal to the then current Share Multiplier, as described below, plus the Accrued Interest Amount and Present Value Amount, each as defined below.

Payment or delivery of interest, the Deliverable Shares, the Call Price, the Redemption Price (as defined below), Exchange Property (as defined below) and any interest on any overdue amount thereof with respect to this Callable STRIDES Security 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.

Interest

The Company shall pay interest on the Callable STRIDES at the Interest Rate on each Unit accruing from and including the Original Issue Date, or from and including the most recent Interest Payment Date for which interest has been paid or provided for, to but excluding the Stated Maturity, Call Date or Redemption Date, as applicable. Interest shall be paid on the Callable STRIDES in cash quarterly in arrears on the Interest Payment Dates and on the Stated Maturity, Call Date or Redemption Date, as applicable. The Company shall pay interest to the persons in whose names the Callable STRIDES are registered at the close of business on the “Regular Record Dates”, which shall be the fifteenth calendar day preceding each Interest Payment Date, whether or not a Business Day. Notwithstanding the foregoing, upon redemption (whether on the Stated Maturity or otherwise) or if called by the Company, the final payment of interest shall be paid to the person to whom the Company delivers the Deliverable Shares, Exchange Property, or the Call Price, as the case may be, subject to the conditions described under “Redemption Event” below. Interest on the Callable STRIDES shall be computed on the basis of a 360-day year of twelve 30-day months. If an Interest Payment Date falls on a day that is not a Business Day, that interest payment shall be made on the next Business Day with no additional interest accruing as a result of the delayed payment.

Entitlement on the Stated Maturity

If the Callable STRIDES are not redeemed or the Company does not call the Callable STRIDES on or prior to the Stated Maturity then on the Stated Maturity each Unit shall be entitled to receive a cash payment equal to any accrued and unpaid interest per Unit plus (i) a number of shares of the Deliverable Shares equal to the then current Share Multiplier or (ii) the

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Exchange Property, as applicable; however, the Company shall not distribute any fractional shares of the Deliverable Shares. If the Stated Maturity is not a Business Day, each Unit shall receive the Deliverable Shares and any accrued and unpaid interest or other amounts due on the first Business Day following the Stated Maturity with no additional interest accruing as a result of the delayed payment.

Notwithstanding the foregoing, if the Company determines that it would be impracticable to deliver the shares of the Deliverable Shares on the maturity date or Redemption Date (as defined below), the Company shall discharge its obligations in respect of the Callable STRIDES by payment of a cash amount equal to the value of the shares of the Deliverable Shares as determined by the Calculation Agent on a commercially reasonable basis.

Payment on the Call Date

If the Company chooses to call the Callable STRIDES on or prior to the Stated Maturity, each Unit shall be entitled to receive the Call Price plus any accrued and unpaid interest on the Call Date. The Company may call the Callable STRIDES, in whole but not in part, on any scheduled Business Day during the Call Period (any such date being the “Call Date”) by giving notice to the Trustee, as defined below, on any Business Day at least 5 Business Days prior to the Call Date. Such notice shall specify the Call Date, Call Price and the amount of accrued and unpaid interest payable on the Call Date. The “Call Price” is an amount, per each Unit, that when discounted from the Call Date to The Original Issue Date by a discount factor based on the Yield to Call and when added to the present value of all interest payments made through and including the Call Date discounted to the Original Issue Date by that same discount factor, shall equal $25, the Principal Amount per Unit. The present value of each interest payment on the Callable STRIDES used to determine the Call Price shall be calculated assuming each payment is made on the calendar day scheduled for that payment.

Except as otherwise set forth herein, all determinations made by the Calculation Agent in good faith 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 Callable STRIDES.

Redemption Event

If on any date the Closing Market Price of one share of the Deliverable Shares is less than $1.00, the Callable STRIDES shall be redeemed by the Company on the third Business Day following such date (the “Redemption Date”). If a redemption is triggered as described above, then on the Redemption Date for each Unit, the Company shall deliver, in addition to such number of shares of the Deliverable Shares equal to the then current Share Multiplier plus accrued and unpaid interest to the Redemption Date (the “Accrued Interest Amount”), a cash amount equal to the present value of the additional interest that would have been paid through the Stated Maturity with respect to each Unit but for the early redemption of the Callable STRIDES (the “Present Value Amount”). The number of shares of the Deliverable Shares deliverable, plus the Accrued Interest Amount and Present Value Amount payable, in connection with one Unit are together referred to as the “Redemption Price” of the Callable STRIDES. The Present Value Amount shall be calculated by the Calculation Agent, whose determination shall be conclusive for all purposes and binding on the Company and the Holders and beneficial owners of the Callable STRIDES.

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The Redemption Price shall be delivered and paid to the Holder of a Callable STRIDES on the Redemption Date; provided, however, that in the event that the Redemption Date falls after a Regular Record Date for the payment of interest on the Callable STRIDES but prior to the next succeeding scheduled Interest Payment Date, the portion of the Redemption Price equal to the Accrued Interest Amount shall be paid to the Holder of the Callable STRIDES as of such Regular Record Date.

Fractional Shares

If the number of shares to be delivered to a Holder is not divisible by a whole number, the Company shall aggregate all share amounts due to the Holder of the Callable STRIDES and in lieu of delivering a fractional share of the Deliverable Shares, shall instead pay to the Holder an amount equal to the cash value of the fractional share based upon the Closing Market Price (as defined below) of the Deliverable Shares.

Adjustments to the Share Multiplier; Market Disruption Events

No adjustments to the Share Multiplier shall be required unless the Share Multiplier adjustment would require a change of at least 0.1% in the Share Multiplier then in effect. The Share Multiplier resulting from any of the adjustments specified below shall be rounded to the eighth decimal place with five one-billionths being rounded upward. The Calculation Agent shall not be required to make any adjustments to the Share Multiplier after the close of business on the fourth Business Day immediately prior to the Stated Maturity, Call Date, the date of early redemption due to a Reorganization Event (as defined below), or Redemption Date, as applicable.

No adjustments to the Share Multiplier shall be required other than those specified below. However, the Calculation Agent may, at its sole discretion, make additional adjustments to the Share Multiplier to reflect changes occurring in relation to the Deliverable Shares or any other security received in a Reorganization Event in other circumstances where the Calculation Agent determines that it is appropriate to reflect those changes to ensure an equitable result.

The Calculation Agent shall be solely responsible for the determination and calculation of any adjustments to the Share Multiplier and of any related determinations and calculations with respect to any distributions of stock, other securities or other property or assets, including cash, in connection with any corporate event described below; and its determinations and calculations shall be conclusive absent a determination of manifest error.

No adjustments shall be made for certain other events, such as offerings of common stock by the Underlying Company for cash or in connection with the occurrence of a partial tender or exchange offer for the Deliverable Shares by the Underlying Company.

The Company shall, within ten Business Days following the occurrence of an event that requires an adjustment to the Share Multiplier, or, if later, within ten Business Days following the date on which the Company becomes aware of this occurrence, provide written notice to the Trustee, which shall provide notice to the Holders of the Callable STRIDES of the occurrence of this event and a statement in reasonable detail setting forth the adjusted Share Multiplier.

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Stock splits and reverse stock splits

If the Deliverable Shares are subject to a stock split or reverse stock split, then once any split has become effective, the Share Multiplier relating to the Deliverable Shares shall be adjusted to equal the product of the prior Share Multiplier and the number of shares which a holder of record of one share of the Deliverable Shares before the effective date of that stock split or reverse stock split would have owned or been entitled to receive immediately following the applicable effective date.

Stock dividends

If the Deliverable Shares are subject to (i) a stock dividend that is given ratably to all holders of record of shares of the Deliverable Shares or (ii) a distribution of shares of the Deliverable Shares as a result of the triggering of any provision of the corporate charter of the Underlying Company then, once the dividend has become effective and the shares are trading ex-dividend, the Share Multiplier shall be adjusted so that the new Share Multiplier shall equal the prior Share Multiplier plus the product of:

Extraordinary Dividends

There shall be no adjustments to the Share Multiplier to reflect any cash dividends or cash distributions paid with respect to the Deliverable Shares other than Extraordinary Dividends (as defined below) and distributions described under the section entitled Reorganization Events below.

An “Extraordinary Dividend” means, with respect to a cash dividend or other distribution with respect to the Deliverable Shares, a dividend or other distribution which exceeds the immediately preceding non-Extraordinary Dividend on the Deliverable Shares (as adjusted for any subsequent corporate event requiring an adjustment hereunder) by an amount equal to at least 10% of the Closing Market Price of the Deliverable Shares on the Trading Day preceding the ex-dividend date with respect to the Extraordinary Dividend (the “Ex-Dividend Date”). If an Extraordinary Dividend occurs with respect to the Deliverable Shares, the Share Multiplier shall be adjusted on the Ex-Dividend Date with respect to the Extraordinary Dividend so that the new Share Multiplier shall equal the product of:

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The “Extraordinary Dividend Amount” with respect to an Extraordinary Dividend for the Deliverable Shares shall equal:

To the extent an Extraordinary Dividend is not paid in cash, the value of the non-cash component shall be determined by the Calculation Agent, whose determination shall be conclusive. A distribution on the Deliverable Shares described in clause (a), (d) or (e) of the section entitled Reorganization Events below that also constitutes an Extraordinary Dividend shall only cause an adjustment pursuant to clause (a), (d) or (e) under the section entitled Reorganization Events . A distribution on the Deliverable Shares described in the section entitled Issuance of transferable rights or warrants that also constitutes an Extraordinary Dividend shall only cause an adjustment pursuant to such section.

“Closing Market Price” means if the shares of the Deliverable Shares (or any other security for which a Closing Market Price must be determined for purposes of the Callable STRIDES) are listed or admitted to trading on a national securities exchange in the United States registered under the Exchange Act (“registered national securities exchange”), are included in the OTC Bulletin Board Service (“OTC Bulletin Board”) operated by the National Association of Securities Dealers, Inc. (the “NASD”), or are quoted on a United States quotation medium or inter-dealer quotation system (e.g., the Pink-Sheets), then the Closing Market Price for any date of determination on any Trading Day means for one share of the Deliverable Shares (or any other security for which a Closing Market Price must be determined for purposes of the Callable STRIDES):