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-
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CUSIP No.:
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PRINCIPAL AMOUNT:
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MERRILL LYNCH & CO.,
INC.
Medium-Term Note, Series C
Conditional Participation Notes
(the “Notes”)
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MARKET
MEASURE:
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MARKET MEASURE
PUBLISHER:
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MARKET MEASURE
TYPE:
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Equity
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STATED
MATURITY:
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ORIGINAL ISSUE
DATE:
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VALUATION
DATE:
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STARTING
VALUE:
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BASE
VALUE:
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MINIMUM REDEMPTION AMOUNT:
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PARTICIPATION
RATE:
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THRESHOLD
LEVEL:
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THRESHOLD
PAYMENT:
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MARKET MEASURE BUSINESS DAY:
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CALCULATION
AGENT:
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DENOMINATIONS:
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SPECIFIED
CURRENCY:
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Integral
multiples of $10 (unless otherwise specified)
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United States
dollar (unless otherwise specified)
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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 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 amount equal to, with respect to each Unit,
the Redemption Amount per Unit.
The “Redemption Amount”
per Unit shall be determined by the Calculation Agent and shall
equal:
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(a)
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If the Ending
Value (as defined below) is greater than the Threshold
Level:
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Base
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Value +
Threshold Payment
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(b)
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If the Ending
Value is less than or equal to the Threshold Level and greater than
the Starting Value:
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Base Value +
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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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(c)
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If the Ending
Value is less than or equal to the Starting Value, the Minimum
Redemption Amount per Unit.
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The Redemption Amount cannot be less
than the Minimum Redemption Amount per Unit.
The “Ending Value” shall
be the closing level of the Market Measure on the Valuation
Date.
If the Valuation Date is not a
Market Measure Business Day or a Market Disruption Event (as
defined below) occurs or is continuing on that date, then the
closing level of the Market Measure on the Valuation Date shall
equal the closing level of the Market Measure on the next scheduled
Market Measure Business Day prior to the Stated Maturity on which a
Market Disruption Event has not occurred or is not continuing,
provided however, that if a Market Disruption Event is still
continuing on the second scheduled Market Measure Business Day
preceding the Stated Maturity, the Ending Value will be determined
by the Calculation Agent (or, if not determinable, estimated by the
Calculation Agent) in a manner which is considered commercially
reasonable under the circumstances.
7
Adjustments to the Market
Measure ; Market
Disruption Events
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 level of 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.
“Market Disruption
Event” means either of the following events, as determined by
the Calculation Agent in its sole discretion:
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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 option 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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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 Measure (a
“Successor Market Measure”), then, upon the Calculation
Agent’s notification of that determination to the Trustee (as
defined below) and the Compa
