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.: 59025F129
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PRINCIPAL AMOUNT:
1,230,000 Units, $10 principal
amount per Unit ($12,300,000
aggregate principal
amount)
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MERRILL LYNCH & CO.,
INC.
MEDIUM-TERM NOTES, SERIES
C
Capped Leveraged
Index Return Notes ®
Linked to the
Gold Spot Price
due April 6,
2010
(the
“Notes”)
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MARKET
MEASURE:
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ORIGINAL ISSUE
DATE:
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STATED
MATURITY:
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The London Gold Market Fixing
Ltd P.M. Fixing Price
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October 3,
2008
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April 6,
2010
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MARKET MEASURE
PUBLISHER:
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STARTING
VALUE:
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THRESHOLD
VALUE:
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London Bullion
Market Association
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902.00
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811.80
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MARKET MEASURE
BUSINESS DAY:
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PARTICIPATION
RATE:
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CALCULATION
DAY:
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A day on which
(i) the New York Stock Exchange, the American Stock Exchange
and the Nasdaq Stock Market (or any successor to the foregoing
exchanges) are open for trading and (ii) the Market Measure or
any Successor Market Measure (as defined below) is calculated and
published.
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200%
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March 26, 2010;
provided that if a Market Disruption Event (as defined herein)
occurs on such day, the Calculation Day shall be the next
succeeding scheduled Market Measure Business Day on which a Market
Disruption Event has not occurred
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CAPPED
VALUE:
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DOWNSIDE
LEVERAGE FACTOR:
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$14.34 per
Unit
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100%
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SPECIFIED
CURRENCY:
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DENOMINATIONS:
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CALCULATION
AGENT:
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United States
dollar
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Integral multiples of $10 principal
amount (each, a
“Unit”)
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Merrill Lynch, Pierce,
Fenner & Smith
Incorporated
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OTHER PROVISIONS:
Not applicable
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” with respect
to each Unit shall be determined by the Calculation Agent and shall
equal:
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(i)
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If the Ending
Value (as defined below) is greater than the Starting
Value:
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$10 +
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[
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$10 ×
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(
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Ending Value – Starting Value
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)
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× Participation Rate
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]
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;
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Starting Value
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provided, however, the Redemption
Amount per Unit shall not exceed the Capped Value; or
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(ii)
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If the Ending
Value is equal to or less than the Starting Value but is equal to
or greater than the Threshold Value, the $10 original public
offering price per Unit; or
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(iii)
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If the Ending
Value is less than the Threshold Value:
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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 Value
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)
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× Downside LeverageFactor
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]
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Starting Value
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The “Ending Value” shall
be determined by the Calculation Agent and shall equal the value of
the Market Measure on the Calculation Day; provided that if the
Ending Value has not been determined by the second scheduled Market
Measure Business Day prior to the Stated Maturity, then the Ending
Value shall be determined by the Calculation Agent in its sole and
absolute discretion on that scheduled Market Measure Business Day
by taking into account the latest available quotation for the
Market Measure and other information that in good faith it deems
relevant.
7
Market Disruption Events
A “Market Disruption
Event” means any of the following events, as determined in
good faith by the Calculation Agent:
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(i)
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the suspension
of or material limitation on trading in gold, or futures contracts
or options related to gold, on the Relevant Market (as defined
below);
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(ii)
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the failure of
trading to commence, or permanent discontinuance of trading, in
gold, or futures contracts or options related to gold, on the
Relevant Market; or
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(iii)
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the failure of
the London Bullion Market Association (the “LBMA”) to
calculate or publish the official fixing price of gold for that day
(or the information necessary for determining the official fixing
prices).
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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 trading hours of the Relevant
Market; and
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(2)
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a suspension of
or material limitation on trading in the Relevant Market shall not
include any time when trading is not conducted or prices are not
quoted by the LBMA in the Relevant Market under ordinary
circumstances.
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“Relevant Market” means
the market in London on which members of the LBMA, or any successor
thereto, quote prices for the buying and selling of gold, or if
such market is no longer the principal trading market for gold or
options or futures contracts for gold, such other exchange or
principal trading market for gold as determined in good faith by
the Calculation Agent which serves as the source of prices for
gold, and any principal exchanges where options or futures
contracts on gold are traded.
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 those changes or modifications not been
made, then, from and after that time, the Calculation Agent shall,
at the close of business in New York, New York, on each date that
the closing level of the Market Measure is to be calculated, make
any adjustments as, in the good faith judgment of the Calculation
Agent, may be necessary in order to arrive at a calculation of a
spot price comparable to the Market Measure as if those changes or
modifications had not been made, and calculate the closing level
with reference to the Market Measure, as so adjusted.
Discontinuance of the Market
Measure
If the Market Measure Publisher
discontinues publication of the Market Measure and the Market
Measure Publisher or another entity publishes a successor or
substitute market measure that the Calculation Agent determines, in
its sole discretion, to be comparable to the Market
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Measure (a “Successor Market
Measure”), then, upon the Calculation Agent’s
notification of that determination to the Trustee (as defined
below) and the Company, the Calculation Agent shall substitute the
Successor Market Measure as calculated by the Market Measure
Publisher or any other entity and calculate the Ending
Va
