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.: 59023V845
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PRINCIPAL AMOUNT:
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4,060,000 Units, $10 principal
amount per Unit ($40,600,000
aggregate principal
amount)
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MERRILL LYNCH & CO.,
INC.
MEDIUM-TERM NOTES, SERIES
C
100% Principal Protected Notes
Linked to the United States dollar value of the BRIC
Currencies
due October 20,
2010
(the
“Notes”)
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ORIGINAL ISSUE DATE:
October 3, 2008
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STATED MATURITY:
October 20, 2010
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CURRENCIES:
The Brazilian real, Russian ruble,
Indian rupee and Chinese renminbi (yuan) (each, a
“Currency”)
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THRESHOLD PERCENTAGE:
28%
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VALUATION DATE:
October 13, 2010
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CUMULATIVE RETURN:
The sum of the Weighted Returns (as
defined below) for each Exchange Rate (as defined below), as
determined by the Calculation Agent on the Valuation Date and
rounded to four decimal places
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INITIAL EXCHANGE RATE:
Brazilian real – 1.8551 Brazilian reals
for which one United States dollar can be exchanged
Russian ruble – 25.0665 Russian rubles for
which one United States dollar can be exchanged
Indian rupee – 46.4300 Indian rupees for
which one United States dollar can be exchanged
Chinese renminbi (yuan) – 6.8183 Chinese
renminbi (yuan) for which one United States
dollar can be exchanged
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FINAL EXCHANGE RATE:
The value of the applicable Exchange
Rate, as determined by the Calculation Agent on the Valuation
Date
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EXCHANGE RATE WEIGHTING:
25% for each Exchange
Rate
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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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VALUATION TIME:
Brazilian real – approximately 5:00 p.m.
in New York City
Russian ruble – approximately 10:00 a.m.
in London, England
Indian rupee – approximately 12:30 p.m. in
Mumbai, India
Chinese renminbi (yuan) –
approximately 9:30 a.m. in Beijing, China
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REFERENCE PAGE:
Brazilian real – Reuters Group PLC
(“Reuters”) on page BRFR taking the arithmetic mean of
the bid and ask
Russian ruble – Reuters on page
RUBMCMEEMTA=
Indian rupee – Reuters on page RBIB under
“USD”
Chinese renminbi (yuan) – Reuters on page
SAEC
(or any substitute pages
thereto)
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EXCHANGE RATES:
Brazilian real – the number of Brazilian
reals for which one United States dollar can be exchanged, as
reported on the applicable Reference Page at the applicable
Valuation Time
Russian ruble – the number of Russian
rubles for which one United States dollar can be exchanged, as
reported on the applicable Reference Page at the applicable
Valuation Time
Indian rupee – the number of Indian rupees
for which one United States dollar can be exchanged, as reported on
the applicable Reference Page at the applicable Valuation
Time
Chinese renminbi (yuan) – the number of
Chinese renminbi (yuan) for which one United States dollar can be
exchanged, as reported on the applicable Reference Page at the
applicable Valuation Time
WEIGHTED RETURNS:
With respect to each Exchange Rate,
shall be determined by the Calculation Agent and shall
equal:
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Exchange Rate Weighting ×
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(
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Initial Exchange Rate – Final Exchange Rate
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)
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; rounded to four decimal
places
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Final Exchange Rate
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OTHER PROVISIONS:
Not applicable
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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 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 in good faith and on a reasonable basis and,
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:
(i) If the
Cumulative Return is positive and greater than the Threshold
Percentage, $10 per Unit plus a supplemental redemption amount per
Unit equal to:
$10 × Cumulative
Return
(ii) If the
Cumulative Return is zero or positive but less than or equal to the
Threshold Percentage, $10 per Unit plus a supplemental redemption
amount per Unit equal to:
$10 × Threshold
Percentage
(iii) If the
Cumulative Return is negative, $10 per Unit.
If the Exchange Rates are not so
quoted on the applicable Reference Pages, then the Exchange Rates
used to determine the Cumulative Return 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 the London offices of 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 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 spot quotation is available, then the Exchange Rates
shall be the rate the Calculation Agent, in its sole discretion,
determines to be fair and reasonable under the circumstances at
approximately 10:00 a.m., New York City time, on the relevant
date.
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Disc