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.:
R-1
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CUSIP No.: 59023V795
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PRINCIPAL AMOUNT:
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9,820,000 Units, $10 principal
amount per Unit ($98,200,000
aggregate principal
amount)
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MERRILL LYNCH & CO.,
INC.
MEDIUM-TERM NOTES, SERIES
C
100% Principal Protected Currency
Notes Linked to the United States dollar value of the British
pound,
European Union euro, Canadian
dollar and Swiss franc
due September 1,
2010
(the
“Notes”)
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ORIGINAL ISSUE DATE:
September 9, 2008
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STATED MATURITY:
September 1, 2010
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CURRENCIES:
The British pound, European Union
euro, Canadian dollar, Swiss franc and United States dollar (each,
a “Currency”)
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PARTICIPATION RATE:
142.7%
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BASE VALUE:
$10.00 per Unit
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MINIMUM REDEMPTION AMOUNT:
$10.00 per Unit
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VALUATION DATE:
August 25, 2010
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INITIAL EXCHANGE RATE:
British pound – 1.82925 United States
dollars per one British pound
European Union euro – 1.47710 United
States dollars per one European Union euro
Canadian dollar – 1.05185 Canadian dollars
per one United States dollar
Swiss franc – 1.09595 Swiss
francs per one United States dollar
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FINAL EXCHANGE RATE:
The value of the applicable Exchange
Rate on the Valuation Date.
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CUMULATIVE RETURN:
The sum of the Weighted Returns (as
defined below)
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EXCHANGE RATE WEIGHTING:
25% for each Exchange Rate (as
defined below)
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DENOMINATIONS:
Integral multiples of $10 Principal
Amount (each, a “Unit”)
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DEFAULT RATE:
The then current Federal Funds Rate
(as defined below), reset
daily
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CALCULATION AGENT:
Merrill Lynch Capital Services,
Inc.
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SPECIFIED CURRENCY:
United States dollar
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BUSINESS DAY:
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 and those banks are
open for dealing in a foreign exchange and foreign currency
deposits.
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CURRENCY BUSINESS DAY:
Not applicable
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VALUATION TIME:
British pound – approximately
4:00 p.m. London time
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APPLICABLE REFERENCE PAGE:
British pound – Reuters Group
PLC (“Reuters”) on page WMRSPOT07 under
“MID”
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European Union euro –
approximately 2:15 p.m. Frankfurt time
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European Union euro –
Reuters on page ECB37 under “USD”
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Canadian dollar –
approximately 4:00 p.m. London time
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Canadian dollar – Reuters
on page WMRSPOT09 under “MID”
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Swiss franc – approximately
4:00 p.m. London time
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Swiss franc – Reuters on page WMRSPOT07
under “MID”
(or any substitute pages
thereto)
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EXCHANGE RATES:
British pound – the number of United
States dollars for which one British pound can be exchanged, as
reported on the applicable Reference Page at the applicable
Valuation Time
European Union euro – the
number of United States dollars for which one European Union euro
can be exchanged, as reported on the applicable Reference Page at
the applicable Valuation Time
Canadian dollar – the number
of Canadian dollars for which one United States dollar can be
exchanged, as reported on the applicable Reference Page at the
applicable Valuation Time
Swiss franc – the number of
Swiss francs for which one United States dollar can be exchanged,
as reported on the applicable Reference Page at the applicable
Valuation Time
WEIGHTED RETURNS:
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British pound:
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Exchange Rate Weighting ×
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(
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Initial Exchange Rate – Final Exchange Rate
Initial Exchange Rate
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)
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;
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European Union euro:
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Exchange Rate Weighting ×
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(
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Initial Exchange Rate – Final Exchange Rate
Initial Exchange Rate
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)
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;
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Canadian dollar:
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Exchange Rate Weighting ×
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(
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Final Exchange Rate – Initial Exchange Rate
Final Exchange Rate
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)
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; and
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Swiss franc:
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Exchange Rate Weighting ×
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(
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Final Exchange Rate – Initial Exchange Rate
Final Exchange Rate
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)
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OTHER PROVISIONS:
Not applicable
7
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 Redemption Amount (as defined below) per
Unit on the Stated Maturity.
Payment or delivery of the
Redemption Amount 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.
Payment on the Stated
Maturity
On the Stated Maturity, a Holder
shall receive a cash payment per Unit equal to the Redemption
Amount per Unit. The “Redemption Amount” per Unit with
respect to this Global Note shall be denominated and payable in the
Specified Currency, shall be determined by the Calculation Agent
and shall equal:
(a) If the Cumulative Return is
positive, the greater of the:
(i) Minimum Redemption Amount;
and
(ii) Base Value + ($10 ×
Cumulative Return × Participation Rate);
(b) If the Cumulative Return is
negative or zero, the greater of the:
(i) Minimum Redemption Amount;
and
(ii) Base Value + ($10 ×
Cumulative Return).
If the Exchange Rates are not so
quoted, then the Exchange Rates shall be calculated on the basis of
the arithmetic mean of the applicable spot quotations received by
the Calculation Agent at approximately 10:00 a.m., New York City
time, on the relevant date for the purchase or sale for deposits in
the relevant currencies by three leading banks engaged in the
interbank market (selected in the sole discretion of the
Calculation Agent) (the “Reference Banks”). If fewer
than three Reference Banks provide such spot quotations, then the
Exchange Rates shall be calculated on the basis of the arithmetic
mean of the applicable spot quotations received by the Calculation
Agent at approximately 10:00 a.m., New York City time, on the
relevant date from two leading commercial banks in New York
(selected in the sole discretion of the Calculation Agent), for the
purchase or sale for deposits in the relevant currencies. If these
spot quotations are available from only one bank, then the
Calculation Agent, in its sole discretion, shall determine which
quotation is available and reasonable to be used. If no such spot
quotation i
