Obbligazione America Bank Corporation 0% ( XS0292426821 ) in EUR

Emittente America Bank Corporation
Prezzo di mercato 100 EUR  ⇌ 
Paese  Stati Uniti
Codice isin  XS0292426821 ( in EUR )
Tasso d'interesse 0%
Scadenza 19/03/2019 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione BANK OF AMERICA CORPORATION XS0292426821 in EUR 0%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Bank of America Corporation è una delle maggiori istituzioni finanziarie globali, offrendo una vasta gamma di servizi bancari e finanziari a privati, aziende e istituzioni.

The Obbligazione issued by America Bank Corporation ( United States ) , in EUR, with the ISIN code XS0292426821, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 19/03/2019







Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Intro : 3939 Intro
BASE PROSPECTUS
April 1, 2008
Merrill Lynch & Co., Inc.
(incorporated under the laws of the State of Delaware, U.S.A.)
U.S.$110,000,000,000
Euro Medium-Term Note Program
for the issue of Notes
with a minimum maturity of one week
On October 5, 1992, Merrill Lynch & Co., Inc. (the "Company" or the "Issuer") established a U.S.$1,000,000,000 Euro Medium-Term Note Program (the "Program")
and issued an offering circular on that date describing the Program. The Program has been increased in size and updated from time to time and several offering circulars have been
issued in connection therewith. This Base Prospectus supersedes all offering circulars issued prior to the date hereof. Notes to be issued under the Program on or after the date of
this Base Prospectus are issued subject to the provisions described herein. This does not affect Notes already in issue. The Company has also prepared a registration document (the
"Registration Document") for use in connection with the issue of Notes under the Program. Notes issuable under the Program by way of Registration Document shall be documented
in a securities note (the "Securities Note"). The Registration Document and any Securities Note prepared in connection therewith do not form part of this Base Prospectus.
Under this U.S.$110,000,000,000 Euro Medium-Term Note Program, the Company may from time to time issue debt securities (the "Notes") denominated in any currency
agreed by the Company and the relevant Purchaser(s) (as defined below). The Notes will have maturities of one week or longer (or such other minimum or maximum maturity as may
be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant currency) and, subject as set out herein,
the maximum aggregate principal amount of all Notes from time to time outstanding will not exceed U.S.$110,000,000,000 (or its equivalent in other currencies), calculated as
described herein. The Company may issue Notes that bear interest at fixed or floating rates or no interest at all. The Company also may issue Notes the terms of which permit the
Company to pay and/or discharge its obligations with respect to such Notes by the payment or delivery of securities and/or other property or any combination of cash, securities and/or
other property. The terms of each particular issue of the Notes will be set forth in the applicable Final Terms (as defined below).
The Notes will be issued to one or more of the dealers specified under "Summary" (each a "Dealer" and, together the "Dealers") on a continuing basis. Notes may also
be issued to other dealers and to third parties other than dealers. The Dealers and such other dealers and third parties are referred to as "Purchasers".
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and will be issued in bearer or
registered form and are subject to U.S. tax law requirements. The Notes may not at any time be reoffered, resold, pledged, exchanged or otherwise transferred, directly or indirectly,
in the United States or to, or for the account of, any U.S. person. (see "Subscription and Sale").
In relation to each separate issue of Notes, the final offer price and amount of such Notes will be determined by the Company and the relevant Dealers in accordance with
prevailing market conditions at the time of the issue of the Notes and will be set out in the applicable Final Terms.
Application has been made to the Financial Services Authority (the "FSA") in its capacity as competent authority under the Financial Services and Markets Act 2000
("FSMA") (the "UK Listing Authority") for this Base Prospectus to be approved for use in connection with Notes issued by means of this Base Prospectus under the Program during
the period of twelve months from the date of this Base Prospectus to be admitted to the Official List of the UK Listing Authority (the "Official List") and application will be made
to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the London Stock Exchange's Regulated Market. References in this
Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to the Official List and have been admitted to trading on the London
Stock Exchange's Regulated Market. The London Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive
(Directive 2004/39/EC). The UK Listing Authority has been requested to provide the Luxembourg Commission de Surveillance de Secteur Financier (the "CSSF") as competent
authority in Luxembourg and the Stichting Autoriteit Financiële Markten (the "AFM") as competent authority in the Netherlands, each with a certificate of approval attesting that the
Base Prospectus has been drawn up in accordance with Directive 2003/71/EC (the "Prospectus Directive") for Notes to be (a) admitted to trading on the regulated market of the
Luxembourg Stock Exchange appearing on the list of regulated markets issued by the European Commission and/or listed on the official list of the Luxembourg Stock Exchange
and/or (b) admitted to trading on Euronext Amsterdam by NYSE Euronext, which is the regulated market of Euronext Amsterdam N.V. The Company may issue Notes (i) that bear
interest, at fixed rates or floating rates or no interest at all, (ii) whose principal, interest or other consideration (which may include cash, securities and/or other property) payable
thereon or deliverable pursuant thereto (such other consideration, "Specified Amounts") are linked to the level of one or more indices, currencies, equities, debt securities,
commodities, funds, or the credit of one or more specified entities or any combination thereof, or to an index, portfolio or formula based on any combination thereof, and (iii) the
terms of which permit the Company to pay and/or discharge its obligations with respect to such Notes by the payment or delivery of cash, shares, securities and/or other property or
any combination of cash, shares, securities and/or other property. Notice of the aggregate principal amount of, interest (if any) payable with respect to, the Issue Price (as defined in
the applicable Final Terms) of, and any other terms and conditions not contained herein which are applicable to, each Tranche (as defined under "Terms and Conditions of the Notes")
of Notes together with certain other information required by the Prospectus Directive will be set forth in the applicable final terms (the "Final Terms") which, with respect to Notes
admitted to the Official List and to be admitted to trading on the London Stock Exchange's Regulated Market, will be delivered to the UK Listing Authority and the London Stock
Exchange on or before the date of issue of such Notes. Copies of each Final Terms will be available from the specified office of each of the Paying Agents (as defined under "Form
of the Notes"), subject to conditions set forth herein (see "Terms and Conditions of the Notes"). The relevant Final Terms will indicate the stock exchange or market, if any, on or by
which each Tranche of Notes will be listed, and/or admitted to trading.
See "Risk Factors" on pages 10 to 22 for a discussion of certain risks that should be considered in connection with an investment in certain types of Notes which
may be offered hereby.
The Notes of each Tranche issued in bearer form ("Bearer Notes") will initially be represented by one or more temporary global Notes which will be deposited on the
issue date thereof with (i) if the temporary global Note is intended to be issued in new global note ("NGN") form as specified in the applicable Final Terms, a common safekeeper
(the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and (ii) if the temporary global
Note is intended to be issued in classic global note ("CGN") form as specified in the applicable Final Terms, a common depositary on behalf of Euroclear and Clearstream,
Luxembourg and/or such other clearing system as otherwise agreed, as further described under "Form of the Notes" herein. Beneficial interests in a temporary global Note will be
exchangeable for beneficial interests in a permanent global Note or, in certain circumstances described herein, for definitive Notes and beneficial interests in a permanent global Note
will be exchangeable for definitive Notes. Beneficial interests in temporary and permanent global Notes will be exchangeable only in the manner and upon compliance with the
procedures described under "Form of the Notes" herein. Temporary and permanent global Notes and definitive Notes will be issued in bearer or registered form, as applicable, and
in such denominations as may be agreed between the Company and the relevant Purchaser(s). Notwithstanding the foregoing, Notes with maturities of seven days or more but less
than 184 days from (but not including) the issue date which have denominations of less than U.S.$500,000 (or the equivalent in other currencies) (the "Registered Short-term Notes")
will be issued in registered form only, and such Registered Short-term Notes and the Notes of each Tranche issued in registered form (such registered notes together with Registered
Short-term Notes, the "Registered Notes") will be represented by one or more global Notes registered in the name of a nominee for the common depositary for Euroclear and
Clearstream, Luxembourg and/or such other clearing system as otherwise agreed. Payments of principal and interest with respect to the Registered Notes will be made only upon
compliance with certain certification requirements as described under "Terms and Conditions of the Notes".
The Program has been rated by Fitch Ratings ("Fitch"), Moody's Investors Service, Inc. ("Moody's"), Ratings and Investment Information, Inc. ("R&I") and by Standard
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"). The Notes of each Tranche issued under the Program may be rated or unrated. Where the Notes
of a Tranche are rated, such rating will not necessarily be the same as the rating(s) assigned to the Program. A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. See "Ratings" in "Form of Retail Final Terms" on pages 79 to 81 for a brief
explanation of the meaning of the ratings.
The Company may agree with any Purchaser(s) that the Notes may be issued in a form other than that contemplated under "Terms and Conditions of the Notes" herein,
in which event a supplementary prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
Arranger
Merrill Lynch International
Dealers
Merrill Lynch International
Merrill Lynch Capital Markets AG
Merrill Lynch (Singapore) Pte. Ltd.


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Intro : 3939 Intro
This prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive (the "Base
Prospectus"). This Base Prospectus has been approved by the UK Listing Authority as a Base Prospectus for the purposes of
Article 5.4 of the Prospectus Directive and Part VI of the FSMA. This Base Prospectus is not a prospectus for purposes of
Section 12(a)(2) or any other provision of or rule under the Securities Act.
The Company accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge and belief of the Company (which has taken all reasonable care to ensure that such is the case) the information
contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.
None of the Dealers has separately verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness
of the information contained in this Base Prospectus or any other information provided by the Company in connection with
the Notes. No Dealer accepts liability in relation to the information contained in this Base Prospectus or any other information
provided by the Company in connection with the Notes.
No person has been authorized to give any information or to make any representation not contained in or not consistent
with this Base Prospectus or any other information supplied by the Company in connection with the Notes and, if given or
made, such information or representation must not be relied upon as having been authorized by the Company or the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Notes is intended to provide
the basis of any credit or other evaluation and should not be considered as a recommendation by the Company or any of the
Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Notes should
purchase any of the Notes. Each investor contemplating purchasing any of the Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Company. Neither this
Base Prospectus nor any other information supplied in connection with the Notes constitutes an offer or invitation by or on
behalf of the Company or any of the Dealers to any person to purchase any Notes other than the Notes described in the relevant
Final Terms relating thereto.
The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning the
Company is correct at any time subsequent to the date hereof or that any other information supplied in connection with the
Notes is correct as of any time subsequent to the date indicated in the document containing the same. None of the Dealers
undertakes to review the financial condition or affairs of the Company and its subsidiaries during the life of the Program.
Investors should review, inter alia, the most recent financial statements of the Company when deciding whether or not to
purchase any of the Notes.
The distribution of this Base Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must inform themselves about, and
observe, any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or
sale of the Notes in the United States of America, the United Kingdom, Japan and Singapore (see "Subscription and Sale").
In this Base Prospectus, references to "U.S.$" and "U.S. Dollars" are to United States dollars, references to "EUR",
"Euro", "" and "euro" are to the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union and the Treaty of
Amsterdam (such first mentioned Treaty as so amended, the "Treaty"), references to "Yen" and "¥" are to Japanese Yen and
references to "Sterling" and "£" are to United Kingdom Pounds Sterling.
In connection with the issue of any Tranche of Notes, the Relevant Dealer(s) (if any) named as the stabilizing
manager(s) (or persons acting on behalf of any stabilizing manager(s)) in the applicable Final Terms or Prospectus (as
the case may be) (the "Stabilizing Manager") may over-allot Notes (provided that, in the case of any Tranche of Notes
to be admitted to trading on the London Stock Exchange's Regulated Market and/or the regulated market of the
Luxembourg Stock Exchange and/or Euronext Amsterdam by NYSE Euronext and/or any other regulated market
(within the meaning of the Markets in Financial Instruments Directive (Directive 2004/39/EC)) in the European
Economic Area, the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate
principal amount of the Tranche of Notes) or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager
(or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action
may begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche
of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the Tranche of Notes and 60 days after the date of the allotment of the Tranche of Notes. Any stabilization
action or over-allotment shall be conducted in accordance with all applicable laws and rules.
ii


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Intro : 3939 Intro
TABLE OF CONTENTS
Page
Page
Documents Incorporated by Reference ..........................
1
Business Overview ........................................................ 153
Summary ........................................................................
3
Selected Financial Data.................................................. 154
Risk Factors .................................................................... 10
Management .................................................................. 156
General Description of the Program .............................. 23
Subscription and Sale .................................................... 158
Form of the Notes .......................................................... 24
United States Income and Estate Taxes ........................ 164
Form of Wholesale Final Terms...................................... 26
Luxembourg Taxation .................................................... 168
Form of Retail Final Terms ............................................ 54
European Union Savings Tax Directive ........................ 169
Terms and Conditions of the Notes ................................ 89
General Information ...................................................... 170
Use of Proceeds .............................................................. 152
iii


Lev
Le el:
v
5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Intro : 3939 Intro
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have been previously published or are published simultaneously with
the Base Prospectus and which, in each case, have been approved by the Financial Services Authority or filed
with it, shall be deemed to be incorporated in, and to form part of, this Base Prospectus:
(a)
the Company's 2007 Annual Report on Form 10-K for the year ended December 28, 2007 (the
"2007 Annual Report") (excluding the documents listed as Exhibits on pages E-1 to E-4
(Exhibit Index) except for Exhibit 99.8), which includes the audited consolidated balance
sheets of the Company and its subsidiaries as of December 28, 2007 and December 29, 2006,
and the related consolidated statements of (loss)/earnings, changes in stockholders' equity,
comprehensive (loss)/income and cash flows for each of the three years in the period ended
December 28, 2007, the financial statement schedule (listed as Exhibit 99.8) and the auditors'
reports dated February 25, 2008 thereon (the "2007 Auditors' Report");
(b)
the Company's 2006 Annual Report on Form 10-K for the year ended December 29, 2006 (the
"2006 Annual Report") (excluding the documents listed as Exhibits on pages E-1 to E-4
(Exhibit Index) except for Exhibit 99.9), which includes the audited consolidated balance
sheets of the Company and its subsidiaries as of December 29, 2006 and December 30, 2005,
and the related consolidated statements of earnings, changes in stockholders' equity,
comprehensive income and cash flows for each of the three years in the period ended December
29, 2006, the financial statement schedule (listed as Exhibit 99.9) and the auditors' reports
dated February 26, 2007 thereon (the "2006 Auditors' Report");
(c)
the Company's Current Report on Form 8-K dated February 21, 2008 and filed on February 25,
2008, in relation to restatements of the Company's cash flows for each of the years ended
December 30, 2005 and December 29, 2006 and the first, second and third quarters of 2007
(the "February 2008 Current Report") (except for any other documents or information
incorporated by reference into the February 2008 Current Report);
(d)
the Company's 2008 Proxy Statement dated March 14, 2008 in connection with its Annual
Meeting of Shareholders (the "Proxy Statement"),
save that any statement contained in a document which is deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this Base Prospectus to the extent
that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Base Prospectus.
The following documents, which may be produced or issued from time to time after the date hereof,
shall upon publication be deemed to be incorporated in and to form part of this document but, for the
avoidance of doubt, such documents will not form part of this Base Prospectus for the purposes of Article
5.4 of the Prospectus Directive:
(i)
the most recent annual report on Form 10-K and proxy statement of the Company filed with
the United States Securities and Exchange Commission (the "Commission"); and
(ii)
any other reports filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
14 or 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations thereunder subsequent to the date of the financial statements
included in the annual report on Form 10-K referred to in sub-paragraph (a) above including,
without limitation, any quarterly report on Form 10-Q.
1


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Intro : 3939 Intro
This Base Prospectus should be read and construed with any amendment or supplement hereto and
with any other document incorporated by reference herein and, in relation to any Series (as defined under
"Terms and Conditions of the Notes" below), should be read and construed together with the relevant Final
Terms.
The Company will provide, without charge, to each person to whom a copy of this Base Prospectus
has been delivered, upon the oral or written request of such person, a copy of any or all of the documents
which or portions of which are incorporated by reference herein. Written or oral requests for such documents
should be directed to the principal office of Deutsche Bank AG, London Branch, the issuing and principal
paying agent for the Notes. Copies of documents incorporated by reference in this Base Prospectus can also
be obtained from the Company's Corporate Secretary's office at 222 Broadway, 17th Floor New York, New
York 10038-2510, USA.
2


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Section 01 : 3939 Section 01
SUMMARY
This summary must be read as an introduction to this Base Prospectus. Any decision to invest in any
Notes should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference, by any investor. Following the implementation of the relevant provisions of the
Prospectus Directive (Directive 2003/71/EC) in each Member State of the European Economic Area (each,
an "EEA Member State") no civil liability attaches to the Company in any such EEA Member State solely
on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to
information contained in this Base Prospectus is brought before a Court in an EEA Member State, the
plaintiff may, under the national legislation of the EEA Member State where the claim is brought, be required
to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
Words and expressions defined under "Terms and Conditions of the Notes" below shall have the same
meanings in this summary.
Issuer:
Merrill Lynch & Co., Inc. (the "Company").
Arranger:
Merrill Lynch International.
Dealers:
Merrill Lynch International.
Merrill Lynch Capital Markets AG.
Merrill Lynch (Singapore) Pte. Ltd.
Notes may also be issued to other dealers and third parties.
Issuing and Principal Paying Agent:
Deutsche Bank AG, London Branch.
Amount:
Up to U.S.$110,000,000,000 (or its equivalent).
Distribution:
Notes may be distributed outside the United States to persons
other than U.S. persons (as such terms are defined in
Regulation S under the Securities Act) by way of private or
public placement on a syndicated or non-syndicated basis,
subject to the selling restrictions under "Subscription and
Sale".
Form of Notes:
Notes may be issued in either bearer form ("Bearer Notes"),
and if in bearer form either in new global note form or
classic global note form, or registered form ("Registered
Notes") as specified in the applicable Final Terms and as
more fully described in "Form of the Notes".
Terms of Notes:
General:
Notes may be issued on a fully-paid or partly-paid basis at an
issue price which is at par or a discount to, or a premium
over, par.
Notes may be denominated in any currency specified in the
relevant Final Terms with any agreed maturity, subject to
compliance with all applicable legal and/or regulatory
restrictions.
3


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 8:59 pm ­ mac7 ­ 3939 Section 01 : 3939 Section 01
Registered Short-term Notes will have maturities of seven
days or more but less than 184 days from (but not
including) their issue date, and Notes with maturities of 183
days or less (other than Registered Short-term Notes) will
have a minimum denomination of U.S.$500,000 (or its
equivalent).
Notes may: (i) bear interest at a fixed or floating rate; (ii) not
bear interest; (iii) bear interest and/or provide that the
redemption amount is calculated by reference to a specified
factor such as movements in one or more indices or
currency exchange rates, changes in share(s), fund or
commodity prices or changes in the credit of one or more
underlying entities or be linked to an index, portfolio or
formula based on any combination thereof; (iv) be
redeemed by physical delivery of specified asset(s) (each
such specified factor or specified asset, a "Reference Item"
and any Reference Item linked Notes, "Reference Item
Linked Notes"); (v) include any combination of the
foregoing; and/or (vi) have such other terms and conditions
as specified in the applicable Final Terms.
Interest periods, interest rates and the terms of and/or amounts
payable on redemption will be specified in the applicable
Final Terms.
The Final Terms will indicate either that the relevant Notes
cannot be redeemed prior to their stated maturity (other
than in specified instalments, if applicable; for taxation
reasons; following the occurrence of certain regulatory
related events; following an Event of Default and
acceleration of the Notes; in the case of Index Linked
Notes, Equity Linked Notes and Fund Linked Notes,
following the occurrence of certain events as described
below), or that such Notes will be redeemable at the option
of the Company and/or the Noteholders.
Index Linked Notes:
Index Linked Interest Notes and Index Linked Redemption
Notes ("Index Linked Notes") may, at the discretion of the
Company, be subject to early redemption or adjustment if
an Index is modified or cancelled and there is no successor
index acceptable to the Calculation Agent, if the Index's
sponsor fails to calculate and announce the Index, or if
certain events (such as illegality, disruptions or cost
increases) occur with respect to the Company's related
hedging arrangements.
If certain disruption events occur with respect to valuation of
an Index such valuation will be postponed and may be made
by the Calculation Agent. Payments may also be postponed.
4


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Section 01 : 3939 Section 01
Equity Linked Notes:
Equity Linked Interest Notes and Equity Linked Redemption
Notes ("Equity Linked Notes") may, at the discretion of
the Company (as applicable), be subject to early
redemption or adjustment (including valuations and in
certain circumstances Share substitutions) if certain
corporate events (such as events affecting the value of a
Share (including Share divisions or consolidations,
extraordinary dividends and capital calls); de-listing of a
Share; insolvency, merger or nationalisation of a Share
issuer; a tender offer or redenomination of a Share) occur,
if certain events (such as illegality, disruptions or cost
increases) occur with respect to the Company's hedging
arrangements, or if insolvency filings are made with respect
to a Share issuer.
If certain disruption events occur with respect to valuation of
a Share, such valuation will be postponed and may be made
by the Calculation Agent. Payments may also be postponed.
Fund Linked Notes:
Fund Linked Interest Notes and Fund Linked Redemption
Notes ("Fund Linked Notes") may, at the discretion of the
Company, be subject to early redemption or adjustment
(including as to valuations and Reference Fund
substitutions) if certain corporate events (such as
insolvency or nationalisation of a Reference Fund;
litigation against or regulatory events occurring with
respect to, a Reference Fund; suspensions of Reference
Fund subscriptions or redemptions; certain changes in net
asset value or violations of leverage restrictions of a
Reference Fund; Reference Fund reporting disruptions; or
modifications to the investment objectives or changes in the
nature or administration of a Reference Fund) occur, if
certain valuation or settlement disruption events occur with
respect to a Reference Fund, or if certain events (such as
illegality, disruptions or cost increases) occur with respect
to the Company's hedging arrangements.
Physical Delivery Notes:
In order to receive the relevant asset(s), a Noteholder must
deliver an Asset Transfer Notice on or prior to a specified
cut-off date and pay all taxes, duties and/or expenses arising
from delivery. If certain disruption events occur on
settlement, the relevant settlement date may be postponed
and in certain circumstances the Company will be entitled
to make payment of a cash amount in lieu of physical
delivery.
In the case of Physical Delivery Notes, the Company will have
the right to elect not to make physical delivery, but rather to
pay cash as specified in the applicable Final Terms.
5


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Section 01 : 3939 Section 01
Taxation:
All payments with respect to Notes will be made without
withholding or deduction for or on account of any taxes or
other charges imposed by any governmental authority or
agency in the United States, except as provided in
Condition 8.
Negative Pledge:
Terms of the Notes contain a negative pledge provision
relating to indebtedness for borrowed money of the
Company or its subsidiaries secured by a pledge of, lien on
or security interest in certain types of stock of certain
subsidiaries.
Events of Default:
Terms of the Notes contain, among others, events of default
covering non-payment and relating to the insolvency of the
Company.
Status of the Notes:
Notes will constitute direct, unsecured, unsubordinated and
general obligations of the Company and will rank pari
passu with all other unsecured and unsubordinated
indebtedness of the Company.
Rating:
The Program has been rated by Fitch, Moody's, R&I and S&P.
Notes of each Series may be rated or unrated. Where Notes
are rated, such rating will not necessarily be the same as the
rating(s) assigned to the Program. A rating is not a
recommendation to buy or sell and may be subject to
reduction or withdrawal at any time.
Listing:
Notes may be admitted to the Official List and trading on the
London Stock Exchange's Regulated Market or listed or
admitted to trading on or by such other or additional stock
exchange(s) or markets as may be agreed between the
Company and the relevant Purchaser(s) or may be unlisted,
as specified in the applicable Final Terms.
Governing Law:
Notes will be governed by, and construed in accordance with,
the laws of the State of New York.
Selling Restrictions:
Notes have not been and will not be registered under the
Securities Act and may not at any time be offered, sold,
resold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, any U.S.
person. Bearer Notes are subject to U.S. tax law
requirements and may not be offered, sold or delivered
within the United States or to United States Persons, as that
term is defined in "United States Income and Estate Taxes".
See "Subscription and Sale" for further restriction on offers.
Risk Factors:
Certain factors that may affect the Company's ability to fulfil
its obligations under Notes and are material for the purpose
of assessing the risks associated with Notes are specified
under "Risk Factors" and include market risk, credit risk,
risks relating to the commodities business, international
6


Level: 5 ­ From: 5 ­ Monday, March 31, 2008 ­ 7:48 pm ­ mac7 ­ 3939 Section 01 : 3939 Section 01
risk, liquidity risk, operational risk, litigation risk,
regulatory and legislative risk, competitive risk, structural
risks relating to particular Notes (including with respect to
Reference Item Linked Notes (including Index Linked
Notes, Equity Linked Notes, Fund Linked Notes, Credit
Linked Notes, Reverse Floating Rate Notes, Zero Coupon
Notes and Foreign Currency Notes)), market disruption,
settlement disruption, expenses, hedging and potential
conflicts of interest, modification, physical delivery
requirements and settlement risk, early redemptions,
possible illiquidity of Notes, exchange rate risks and credit
ratings.
Risks Relating To Merrill Lynch's* Business
Market Risk. Merrill Lynch is exposed to changes in the value
of financial instruments caused by fluctuations in interest
and currency exchange rates, equity and commodity prices,
credit spreads, and/or other risks resulting from changes in
economic conditions, investor sentiment, monetary and
fiscal policies, the liquidity of global markets, availability
and cost of capital, and rating agencies' actions. Merrill
Lynch has incurred losses and may incur additional losses
as a result of increased market volatility or decreased
market liquidity. A decline in volatility may adversely affect
the results in Merrill Lynch's trading businesses.
Merrill Lynch recorded significant net write-downs in 2007,
primarily related to U.S. ABS CDOs, sub-prime residential
mortgages and credit valuation adjustments related to
hedging transactions with financial guarantors on U.S. ABS
CDOs. The markets for U.S. ABS CDOs and other sub-
prime residential mortgage exposures remain extremely
illiquid and as a result, valuation of these exposures is
complex and will continue to be impacted by market
factors. Merrill Lynch's ability to mitigate its risk by selling
or hedging its exposures is limited by market environment.
Credit Risk. Merrill Lynch is exposed to potential credit-
related losses that can occur as a result of an individual,
counterparty or issuer being unable or unwilling to honor its
contractual obligations. These exposures may arise from a
decline in the financial condition of a counterparty, entering
into swap or other derivative contracts under which
counterparties have obligations to make payments to
Merrill Lynch, a decrease in the value of securities of third
parties held by Merrill Lynch as collateral or extending
credit to clients through loans or other arrangements.
*
Unless the context otherwise requires, the term "Merrill Lynch" means the Company and its
consolidated subsidiaries.
7


Document Outline