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

100% Principal Protected Notes

(the “Notes”)

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, the Principal Amount per Unit plus the Supplemental Redemption Amount (as defined below) per Unit on the Stated Maturity or the Call Price (as defined below) per Unit on the Call Date (as defined below).

Payment or delivery of the Call Price, Principal Amount, Supplemental Redemption Amount, as applicable, 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.

All determinations made by the Calculation Agent, absent a determination of a manifest error, shall be conclusive for all purposes and binding on the Company and the Holders and beneficial owners of this Global Note.

Callable at the Option of ML&Co.

If the Notes are “Callable at the Option of ML&Co.”, then the Company, in its sole discretion, may call the Notes, in whole but not in part, on any scheduled Market Measure Business Day, beginning on the First Optional Call Date to and including the Stated Maturity (the date on which the call, if any, occurs being the “Call Date”) by giving notice to the Trustee (as defined below) at least five scheduled Market Measure Business Days prior to the Call Date. The notice to the Trustee shall specify the Call Date and the Call Price. The “Call Price” on any Call Date shall be the amount of cash, per Unit, that when discounted from the Call Date to the Original Issue Date by the Yield-to-Call shall equal the Principal Amount per Unit. The Trustee shall provide notice of the call election to the registered holders of the Notes, specifying the Call Date and the Call Price.

Payment on the Stated Maturity

Bullish

If the Notes are not “Callable at the Option of ML&Co.” or are not called prior to or on the Stated Maturity, on the Stated Maturity, a holder shall be entitled to receive a cash payment equal to the sum of the Original Public Offering Price per Unit plus the Supplemental Redemption Amount per Unit. The “Supplemental Redemption Amount” per Unit shall be determined by the Calculation Agent and shall equal:

provided, however, that the Supplemental Redemption Amount shall not exceed the Capped Value and in no event shall the Supplemental Redemption Amount be less than zero.

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Bearish

If the Notes are not “Callable at the Option of ML&Co.” or are not called prior to or on the Stated Maturity, on the Stated Maturity, a holder shall be entitled to receive a cash payment equal to the sum of the Original Public Offering Price per Unit plus the Supplemental Redemption Amount per Unit. The “Supplemental Redemption Amount” per Unit shall be determined by the Calculation Agent and shall equal:

provided, however, that the Supplemental Redemption Amount shall not exceed the Capped Value and in no event shall the Supplemental Redemption Amount be less than zero.

Ending Value Calculation

Single Day Calculation – Equity-Based Market Measures

The Ending Value shall be determined by the Calculation Agent and shall equal the closing level of the Market Measure on the Calculation Day. In the event a Market Disruption Event occurs on such date, the Ending Value shall equal the closing level of the Market Measure on the first business day following the Calculation Day on which no Market Disruption Event occurs. In the event that a Market Disruption Event occurs on each business day to and including the second scheduled Market Measure Business Day immediately preceding the Stated Maturity, the Ending Value shall be determined (or, if not determinable, estimated by the Calculation Agent in a manner which is considered commercially reasonable under the circumstances) on the last scheduled Market Measure Business Day immediately preceding the Stated Maturity, regardless of the occurrence of a Market Disruption Event on that scheduled Market Measure Business Day.

Single Day Calculation – Commodity-Based Market Measures

The Ending Value shall be determined by the Calculation Agent and shall equal the closing level of the Market Measure on the Calculation Day. In the event a Market Disruption Event occurs on such date, the Ending Value shall be determined according to the following “Commodity-based Market Disruption Calculation”:

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Five Day Averaging Period — Equity- and Commodity-Based Market Measures

The Ending Value shall be determined by the Calculation Agent and shall equal the average of the closing levels of the Market Measure on the each of the Calculation Days during the Calculation Period. The Ending Value shall be calculated by reference to a fewer number of Calculation Days, including a single Calculation Day, if, during such period, a Market Disruption Event has occurred or is continuing. If no Calculation Days occur during such period, the Ending Value shall equal the closing level of the Market Measure determined (or, if not determinable, estimated by the Calculation Agent in a manner which is considered commercially reasonable under the circumstances) on the last scheduled Market Measure Business Day in such period, regardless of the occurrence of a Market Disruption Event on that scheduled Market Measure Business Day.

Multiple Calculation Days — Equity- and Commodity-Based Market Measures

The Ending Value shall be determined by the Calculation Agent and shall equal the average of the closing levels of the Market Measure on each of the Calculation Days during the Calculation Period. In the event a Calculation Day (other than the final Calculation Day) is not a Market Measure Business Day or if there is a Market Disruption Event on such day, the applicable Calculation Day shall be the immediately succeeding business day during which no Market Disruption Event has occurred or is continuing; provided that the closing level of the Market Measure applicable to such Calculation Day shall not be determined on a date later than the tenth scheduled Market Measure Business Day after the scheduled Calculation Day, and if such day is not a Market Measure Business Day, or if there is a Market Disruption Event on such date, the Calculation Agent shall determine (or, if not determinable, estimate in a manner which is considered commercially reasonable under the circumstances) the closing level of the Market Measure on such tenth scheduled Market Measure Business Day. In the event a Market Disruption Event occurs on the final Calculation Day, the final Calculation Day shall be the immediately succeeding business day during which no Market Disruption Event has occurred or is continuing; provided that if a Market Disruption Event occurs on each business day to and including the second scheduled Market Measure Business Day immediately preceding the Stated Maturity, then the Calculation Agent shall determine (or, if not determinable, estimate in a manner which is considered commercially reasonable under the circumstances) the closing level of the Market Measure on the last scheduled Market Measure Business Day immediately preceding the Stated Maturity, regardless of the occurrence of a Market Disruption Event on such scheduled Market Measure Business Day.

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Computation of a Basket

The Calculation Agent shall calculate the value of the Market Measure on a Calculation Day by summing the products of the closing value for each Basket Component on that Calculation Day and the Multiplier applicable to each Basket Component.

Market Disruption Events

Equity-Based Market Measures

“Market Disruption Event” means either of the following events as determined by the Calculation Agent: