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

Promissory Note

MERRILL LYNCH & CO., INC. MEDIUM-TERM NOTES, SERIES C | Document Parties: MERRILL LYNCH & CO INC | Bank of New York Mellon | CEDE & CO You are currently viewing:
This Promissory Note involves

MERRILL LYNCH & CO INC | Bank of New York Mellon | CEDE & CO

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Title: MERRILL LYNCH & CO., INC. MEDIUM-TERM NOTES, SERIES C
Governing Law: New York     Date: 10/7/2008
Industry: Investment Services     Sector: Financial

MERRILL LYNCH & CO., INC. MEDIUM-TERM NOTES, SERIES C, Parties: merrill lynch & co inc , bank of new york mellon , cede & co
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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.

 

 

 

 

 

 

REGISTERED No.: R-1

 

CUSIP No.: 59023V845

 

PRINCIPAL AMOUNT:

 

 

 

 

4,060,000 Units, $10 principal

amount per Unit ($40,600,000

aggregate principal amount)

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”)

 

 

 

 

 

 

 

 

ORIGINAL ISSUE DATE:

October 3, 2008

 

STATED MATURITY:

October 20, 2010

 

CURRENCIES:

The Brazilian real, Russian ruble, Indian rupee and Chinese renminbi (yuan) (each, a “Currency”)

 

 

 

THRESHOLD PERCENTAGE:

28%

 

VALUATION DATE:

October 13, 2010

 

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

 

 

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

 

FINAL EXCHANGE RATE:

The value of the applicable Exchange Rate, as determined by the Calculation Agent on the Valuation Date

 

 

EXCHANGE RATE WEIGHTING:

25% for each Exchange Rate

 

 

 

DENOMINATIONS:

Integral multiples of $10 Principal Amount (each, a “Unit”)

 

DEFAULT RATE:

The then current Federal Funds Rate

(as defined below), reset daily

 

CALCULATION AGENT:

Merrill Lynch Capital Services, Inc.

 

 

 

SPECIFIED CURRENCY:

United States dollar

 

 

 

 


 

 

 

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

 

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)

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:

 

 

 

 

 

 

 

 

 

 

Exchange Rate Weighting ×

 

(

 

 

Initial Exchange Rate – Final Exchange Rate

 

)

 

 

; rounded to four decimal places

 

 

Final Exchange Rate

 

 

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 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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