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.
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REGISTERED No.:
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CUSIP
No.:
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PRINCIPAL AMOUNT:
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MERRILL LYNCH & CO.,
INC.
MEDIUM-TERM NOTES, SERIES
C
Strategic
Accelerated Redemption Securities SM
(the
“Notes”)
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ORIGINAL ISSUE DATE:
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STATED MATURITY:
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MARKET MEASURE:
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MARKET MEASURE
PUBLISHER:
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STARTING VALUE:
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THRESHOLD LEVEL:
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CALL PREMIUM:
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CALL LEVEL:
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OBSERVATION DATE(S):
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LEVERAGE FACTOR:
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CALL AMOUNTS (per
Unit):
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DEFAULT RATE:
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SPECIFIED CURRENCY:
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CALCULATION AGENT:
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DENOMINATIONS:
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BANKING BUSINESS DAY:
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MARKET MEASURE BUSINESS
DAY:
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MARKET MEASURE TYPE:
Equity
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OTHER PROVISIONS:
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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, the payment described below on the Stated
Maturity or upon an automatic call (as set forth below).
Payment or delivery of the amount
due on this Global Note 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 manifest error, shall
be conclusive for all purposes and binding on the Company and the
Holders and beneficial owners of this Global Note.
Automatic Call
This Global Note shall be
automatically called and subject to mandatory redemption if the
closing level of the Market Measure on any Observation Date is
equal to or greater than the applicable Call Level. If this Global
Note is called pursuant to the preceding sentence, the Holder shall
receive the Call Amount per Unit applicable to such Observation
Date.
If this Global Note is automatically
called on an Observation Date other than the Final Observation
Date, the Company shall redeem this Global Note and pay the
applicable Call Amount on the fifth Banking Business Day after the
applicable Observation Date, subject to postponement as described
below. If this Global Note is called on the Final Observation Date,
the Company shall redeem this Global Note and pay the Call Amount
on the Stated Maturity.
If an Observation Date (other than
the Final Observation Date) is not a Market Measure Business Day or
if there is a Market Disruption Event (as defined below) on such
day, the applicable Observation Date shall be the immediately
succeeding Market Measure Business Day during which no Market
Disruption Event shall have occurred or is continuing; provided
that the closing level of the Market Measure shall not be
determined on a date later than the tenth scheduled Market Measure
Business Day after the scheduled Observation Date, 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.
If the Final Observation Date is not
a Market Measure Business Day or if there is a Market Disruption
Event on such day, the Final Observation Date shall be the
immediately succeeding Market Measure Business Day during which no
Market Disruption Event shall have occurred or is continuing;
provided that the closing level of the Market Measure shall be
determined (or, if not determinable, estimated by the Calculation
Agent in a manner which is considered commercially reasonable under
the circumstances) on a date no later than the second
7
scheduled Market Measure Business Day prior to
the Stated Maturity, regardless of the occurrence of a Market
Disruption Event on that scheduled Market Measure Business
Day.
If, due to a Market Disruption Event
or otherwise, an Observation Date (other than the Final Observation
Date) is postponed so that it falls less than five Banking Business
Days prior to the scheduled date for payment of the applicable Call
Amount, the date on which the Call Amount for such Observation Date
shall be paid, if any, shall be the fifth Banking Business Day
following the Observation Date as postponed.
Payment on the Stated
Maturity
If this Global Note is not called on
any Observation Date, on the Stated Maturity, a Holder shall
receive a cash payment per Unit equal to the Redemption Amount per
Unit. The “Redemption Amount” with respect to each Unit
shall be determined by the Calculation Agent and shall
equal:
(i) If the
Ending Value (as defined below) is equal to or greater than the
Threshold Level, $10 per Unit; or
(ii) If the
Ending Value is less than the Threshold Level:
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$10 +
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[
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$10 ×
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(
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Ending Value – Threshold Level
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)
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× Leverage Factor
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]
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Starting Value
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The “Ending Value” shall
equal the closing level of the Market Measure on the Final
Observation Date.
Market Disruption
Events
“Market Disruption
Event” means either of the following events as determined by
the Calculation Agent:
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(A)
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the suspension
of or material limitation on trading, in each case, for more than
two hours of trading, or during the one-half hour period preceding
the close of trading, on the primary exchange where component
stocks of the Market Measure trade as determined by the Calculation
Agent (without taking into account any extended or after-hours
trading session), in 20% or more of the stocks which then comprise
the Market Measure or any Successor Market Measure; or
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(B)
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the suspension
of or material limitation on trading, in each case, for more than
two hours of trading, or during the one-half hour period preceding
the close of trading, on the primary exchange that trades options
contracts or futures contracts related to the Market Measure as
determined by the Calculation Agent (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 options contracts or futures
contracts related to the Market Measure, or any Successor Market
Measure.
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For the purpose of determining
whether a Market Disruption Event has occurred:
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(1)
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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;
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(2)
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a decision to
permanently discontinue trading in the relevant futures or options
contracts related to the Market Measure, or any Successor Market
Measure, shall not constitute a Market Disruption Event;
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(3)
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a suspension in
trading in a futures or options contract on the Market Measure, or
any Successor Market Measure, 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 of or
material limitation on trading in futures or options contracts
related to the Market Measure;
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(4)
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a suspension of
or material limitation on trading on the relevant exchange shall
not include any time when that exchange is closed for trading under
ordinary circumstances; and
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(5)
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for the purpose
of clause (A) above, any limitations on trading during
significant market fluctuations under NYSE Rule 80B, 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”.
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Adjustments to the Market
Measure
If at any time the Market Measure
Publisher makes a material change in the formula for or the method
of calculating the Market Measure or in any other way materially
modifies the Market Measure so that the Market Measure does not, in
the opinion of the Calculation Agent, fairly represent the level of
the Market Measure had t
