JUBILEE GLOBAL FINANCE LIMITED - KE Trade 5 PricingStatement.pdf · JUBILEE GLOBAL FINANCE LIMITED (incorporated in the Cayman Islands with limited liability) U.S.$8,000,000,000 Retail

PRICING STATEMENT DATED 25 JULY 2007(Registered by the Monetary Authority of Singapore on 25 July 2007)

JUBILEE GLOBAL FINANCE LIMITED(incorporated in the Cayman Islands with limited liability)

U.S.$8,000,000,000 Retail Secured Note Programme

Jubilee Series 5 Notes

Up to S$200,000,000 SGD Credit-Linked Notes due 2014 (“SGD Notes”)

Up to US$50,000,000 USD Credit-Linked Notes due 2014 (“USD Notes”)

This document constitutes the Pricing Statement relating to the issue of the SGD Notes and the USDNotes (collectively, the “Notes”) described herein. Defined terms used herein which have not beendefined in this Pricing Statement shall have the same meaning as those defined in the Base Prospectusdated 15 November 2006 in respect of the Programme (as amended, modified and supplemented bythe supplementary base prospectus dated 25 July 2007 (which supercedes in their entirety, thesupplementary base prospectuses dated 16 February 2007 and 19 March 2007), together, the “BaseProspectus”). This offer (“Offer”) is made on the basis of information contained in this PricingStatement as well as in the Base Prospectus and supplementary prospectus or prospectuses, if any,in respect of the Programme. THIS PRICING STATEMENT MUST BE READ TOGETHER WITH THEBASE PROSPECTUS. If there is any inconsistency between the information in the Base Prospectusand this Pricing Statement, the information in this Pricing Statement shall prevail.

Before making any investment decision, please read the section “RISK FACTORS” of thisPricing Statement and “RISK FACTORS” in the Base Prospectus. This document is important. Ifyou are in doubt about any of the contents of this Pricing Statement or as to the action you should take,you should consult your legal, financial, tax or other professional advisor. The Issuer, the ProgrammeArranger and the Dealer cannot give you investment advice: you must decide for yourself, takingprofessional advice if appropriate, whether the Notes meet your investment needs. There will be noguarantee from any entity to you that you will recover any amount payable under the Notes andyou could lose all or a substantial part of your investment in the Notes.

A copy of this Pricing Statement has been lodged with and registered by the Monetary Authority ofSingapore (the “Authority”) together with the Base Prospectus. The Authority assumes noresponsibility for the contents of this Pricing Statement. Registration of this Pricing Statement togetherwith the Base Prospectus with the Authority does not imply that the Securities and Futures Act, Chapter289 of Singapore or any other legal or regulatory requirements, have been complied with. The Authorityhas not, in any way, considered the merits of the structured notes being offered as an investment.

Programme Arranger and Dealer

MERRILL LYNCH (SINGAPORE) PTE. LTD.

Distributors

ABN AMRO Bank N.V., Singapore Branch CIMB-GK Securities Pte. Ltd.

Citibank Singapore Limited Kim Eng Securities Pte. Ltd.

OCBC Securities Private Limited Phillip Securities Pte Ltd

UOB Kay Hian Private Limited

Get back more with Jubilee Series 5 NotesIntroducing Jubilee Series 5 Notes. Credit-linked to a portfolio of investment-grade** worldwide companies, your investment is principal protected* with potential for high returns to complement your portfolio. Investment begins in denominations of SGD 5,000 or USD 5,000.

100% principal protected* with principal repayment in instalments by getting 8% (SGD) or 10% (USD) principal back each year from the end of the second year to the sixth year and 60% (SGD) or 50% (USD) principal back at maturity.Up to 48% (SGD Notes) or 88% (USD Notes) Interest Coupon at maturity+.

Offer Period: 30th July – 27th August, 2007

Disclaimer and Important Notices:The Notes and this advertisement are issued by Jubilee Global Finance Limited. The text of this advertisement is an extract from the Pricing Statement dated 25 July 2007 (“the Pricing Statement”). Investment involves risks. You must read the Pricing Statement together with the Base Prospectus dated 15 November 2006 (as amended, modified and supplemented by the supplementary base prospectus dated 25 July 2007 (which supercedes in their entirety the supplementary base propectuses dated 16 February 2007 and 19 March 2007) (together, the “Base Prospectus”) before deciding whether to invest; these documents (which constitute the “Prospectus”) contain important information about Jubilee Global Finance Limited, Merrill Lynch & Co., Inc. as issuer of the securities and swap guarantor and about the Notes which Jubilee Global Finance Limited has not attempted to summarise here. Copies of the Prospectus can be obtained from the Distributors listed in the Pricing Statement at their respective addresses and at the times stated in the Pricing Statement. Anyone wishing to acquire the Notes will need to make an application in the manner set out in the Prospectus.

This document is for information purposes only. It is not a prospectus, nor is it an offer of the Notes or any offer, solicitation or invitation to acquire the Notes. The offer of the Notes is made, and applications will only be taken, solely on the basis of the Prospectus. The Notes do not represent deposits with or other obligations of Jubilee Global Finance Limited or Merrill Lynch & Co., Inc. or any of its affiliates or any other entity. The Notes will solely be obligations of Jubilee Global Finance Limited and will not be guaranteed or insured by, or be the responsibility of, any other entity.

The security for the Notes will comprise certain securities issued by Merrill Lynch & Co., Inc. and the swap arrangements relating to the Notes including the guarantee by Merrill Lynch & Co., Inc. as the swap guarantor. To the extent that Merrill Lynch & Co., Inc. is unable to make or procure due payment of amounts due under the securities or the swap arrangements, Jubilee Global Finance Limited will be unable to make the corresponding payments due under the Notes and the recourse of investors is limited to the realisation of the securities and to the termination payment (if any) due to Jubilee Global Finance Limited under the swap arrangements. THERE WILL BE NO GUARANTEE FROM ANY ENTITY TO YOU THAT YOU WILL RECOVER ANY AMOUNT PAYABLE UNDER THE NOTES AND REPAYMENT OF THE NOTES ARE NOT PRINCIPAL GUARANTEED. YOU COULD LOSE ALL OR A SUBSTANTIAL PART OF YOUR INVESTMENT IN THE NOTES.

This advertisement is not issued by or on behalf of Merrill Lynch & Co., Inc. or any of their directors or their affiliates. Jubilee Global Finance Limited and Merrill Lynch (Singapore) Pte. Ltd. as Programme Arranger take responsibility for the issue and contents of this advertisement.

p.a.RETURNS^

FOLLOW THE BULL100% PRINCIPAL PROTECTED* WITH PRINCIPAL REPAYMENT IN INSTALMENTS. UP TO 48% (SGD NOTES) OR 88% (USD NOTES) INTEREST COUPON AT MATURITY+.

FOR UP TO

^ Refers to the interest rate per annum which is based on the maximum Interest Coupon of 48% on the SGD Notes payable at maturity.* Principal protected at maturity. Please refer to the Pricing Statement for details on principal protection.+ The Interest Coupon (if any) over the term of the Notes is payable at maturity and is dependent upon the number of Credit Events which occur over the term of the Notes. Maximum potential Interest Coupon is contingent on no Credit Events occuring over the term of the Notes (approximately 62/3 years), no mandatory redemption, and no exercise of the Issuer’s Call Option.** The 125 companies in the portfolio will have a rating of investment-grade from Moody’s and/or Standard & Poor’s as of the fixing date which is expected to be on 3rd September 2007. However, there is no requirement for the companies in the portfolio to maintain its rating and as such, the ratings of the companies could fall below investment-grade after the fixing date.

Introducing Jubilee Series 5 Notes -An attractive addition to any investment portfolio As these Notes are principal protected at maturity and offer Interest Coupons of up to 48% (SGD Notes) or 88% (USD Notes) at maturity+, you can look forward to peace of mind and handsome returns. Available in denominations of SGD 5,000 or USD 5,000, Jubilee Series 5 Notes are a great tool for smart investors# .

Jubilee Series 5 Notes - A great new way to diversify your portfolio Jubilee Series 5 Notes allow investors to gain exposure to the credit markets that help diversify portfolios consisting of other asset classes such as commodities, equities and interest rates.

Attractive 48% (SGD) or 88% (USD) Interest Coupons at maturity+ Linked to a carefully-selected basket of 125 investment-grade** companies (the "Final Portfolio") as rated by Moody's and/or Standard & Poor's, you can sit back, relax and prepare yourself for potential coupons of 48% (SGD Notes) or 88% (USD Notes) at maturity+. With companies from Europe, Asia, Oceania and North America, you have excellent market coverage.

Principal Protection* for complete peace of mind 100% protection* of your initial investment at maturity, thanks to the Notes being secured by various securities issued by Merrill Lynch & Co. Inc., one of the world's leading wealth management, capital markets and advisory companies and the swap arrangements relating to the Notes including the guarantee by Merrill Lynch & Co. Inc. as the swap guarantor.

Transparent Performance Tracking With Jubilee Series 5 Notes, performance is defined by the number of Credit Events occuring within the Final Portfolio over the term of the Notes. And because of this, the potential return on your investment is transparent.

Disposal prior to maturity^

Jubilee Series 5 Notes are scheduled to mature in May 2014, but you can choose to sell your Notes at any time before then without penalties and at the bid price (which may be less than the amount you paid for the Notes) made available to your Distributor at the sole discretion of the Market Agent.

Principal Repayment in InstalmentsWith Jubilee Series 5 Notes you will get 8% (SGD) or 10% (USD) principal back each year from the end of the second year to the sixth year and 60% (SGD) or 50% (USD) principal back at maturity in accordance with the following schedule:

No. of Credit Events

Total Return (Principal and Interest Coupon) per Note at Maturity(SGD Note)

%ageReturn(SGD)

PrincipalAmount(SGD)

(A) (B) (A) + (B) (A) (B) (A) + (B)

PrincipalAmount(USD)

Total Return(SGD)

%ageReturn(USD)

Total Return(USD)

Total Return (Principal and Interest Coupon) per Note at Maturity(USD Note)

0 48.0% $7,400.00 $5,000.00$5,000.00 88.0% $9,400.00

36.0% $6,800.00 $5,000.00$5,000.00 66.0% $8,300.001

24.0% $6,200.00 $5,000.00$5,000.00 44.0% $7,200.002

12.0% $5,600.00 $5,000.00$5,000.00 22.0% $6,100.003

9th September 2009

9th September 2010

9th September 2011

9th September 2012

9th September 2013

Maturity Date(Expected to be9th May 2014)

10.0%

Principle Repayment Date

Principal Repayment % per USD Note

Principal Repayment % per SGD Note

Principal Repayment Amount per SGD Note(SGD)

Principal Repayment Amount per USD Note (USD)

10.0%

10.0%

10.0%

10.0%

50.0%

$400.00

$400.00

$400.00

$400.00

$400.00

60.0%

8.0%

8.0%

8.0%

8.0%

8.0%

$3,000.00

$500.00

$500.00

$500.00

$500.00

$500.00

Total 100%$5,000.00100% $5,000.00

$2,500.00

0% $5,000.00 $5,000.00$5,000.00 0% $5,000.004 or more

Table 1: Credit Events versus Return of each SGD Note or USD Note

Table 2: Principal Repayment Date versus Principal Repayment Amount for each SGD Note or USD Note

+ The Interest Coupon (if any) over the term of the Notes is payable at maturity and is dependent upon the number of Credit Events which occur over the term of the Notes. Maximum potential Interest Coupon is contingent on no Credit Events occuring over the term of the Notes (approximately 62/3 years), no mandatory redemption, and no exercise of the Issuer’s Call Option.

# Please refer to the Base Prospectus and Pricing Statement for more details, including the sections on risk factors there.

* Principal protection is dependent upon the credit-worthiness of Merrill Lynch & Co., Inc. See the Pricing Statement for full details of principal protection.

** The 125 companies in the portfolio will have a rating of investment-grade from Moody’s and/or Standard & Poor’s as of the fixing date which is expected to be on 3 September 2007. However, there is no requirement for the companies in the portfolio to maintain its rating and as such, the ratings of the companies could fall below investment-grade after the fixing date.

^ Jubilee Series 5 Notes are designed to be held-to-maturity. The Market Agent intends, but is under no obligation to make a market in the Notes. If investors sell the Notes before maturity, they could receive less than the amount invested in the Notes. Please see the Pricing Statement for full conditions.

**

Enhance your portfolio todayThis is a great way to strengthen your current investment toolkit. So whatever your appetite, take advantage of Jubilee Series 5 Notes today!

Jubilee Series 5 Notes at a glance

Disclaimer and Important Notices:The Notes and this advertisement are issued by Jubilee Global Finance Limited. The text of this advertisement is an extract from the Pricing Statement dated 25 July 2007 (“the Pricing Statement”). Investment involves risks. You must read the Pricing Statement together with the Base Prospectus dated 15 November 2006 (as amended, modified and supplemented by the supplementary base Prospectus dated 25 July 2007 (which supercedes in their entirety the supplementary base prospectuses dated 16 February 2007 and 19 March 2007) together the “Base Prospectus”) before deciding whether to invest; these documents (which constitute the Prospectus) contain important information about Jubilee Global Finance Limited, Merrill Lynch & Co., Inc. as issuer of the securities and swap guarantor and about the Notes which Jubilee Global Finance Limited has not attempted to summarise here. Copies of the Prospectus can be obtained from the Distributors listed in the Pricing Statement at their respective addresses and at the times stated in the Pricing Statement. Anyone wishing to acquire the Notes will need to make an application in the manner set out in the Prospectus.

This document is for information purposes only. It is not a prospectus, nor is it an offer of the Notes or any offer, solicitation or invitation to acquire the Notes. The offer of the Notes is made, and applications will only be taken, solely on the basis of the Prospectus. The Notes do not represent deposits with or other obligations of Jubilee Global Finance Limited or Merrill Lynch & Co., Inc. or any of its affiliates or any other entity. The Notes will solely be obligations of Jubilee Global Finance Limited and will not be guaranteed or insured by, or be the responsibility of, any other entity.

The security for the Notes will comprise certain securities issued by Merrill Lynch & Co., Inc. and the swap arrangements relating to the Notes including the guarantee by Merrill Lynch & Co., Inc. as the swap guarantor. To the extent that Merrill Lynch & Co., Inc. is unable to make or procure due payment of amounts due under the securities or the swap arrangements, Jubilee Global Finance Limited will be unable to make the corresponding payments due under the Notes and the recourse of investors is limited to the realisation of the securities and to the termination payment (if any) due to Jubilee Global Finance Limited under the swap arrangements. THERE WILL BE NO GUARANTEE FROM ANY ENTITY TO YOU THAT YOU WILL RECOVER ANY AMOUNT PAYABLE UNDER THE NOTES AND REPAYMENT OF THE NOTES ARE NOT PRINCIPAL GUARANTEED. YOU COULD LOSE ALL OR A SUBSTANTIAL PART OF YOUR INVESTMENT IN THE NOTES.

This advertisement is not issued by or on behalf of Merrill Lynch & Co., Inc. or any of their directors or their affiliates. Jubilee Global Finance Limited and Merrill Lynch (Singapore) Pte. Ltd. as Programme Arranger take responsibility for the issue and contents of this advertisement.

IssuerSeries Name

Product TypeInitial Offer Period

Issue DateIssue Price

Jubilee Global Finance Limited Jubilee Series 5 NotesCredit-linked Note9:00a.m. on 30th July 2007 to 4:30p.m. on 27th August 2007 (subject to change if the Issuer extends or shortens the offer period)

Expected to be 11th September 2007100% of principal amount

Min. InvestmentDenomination

Scheduled Maturity DateCredit-linked Interest CouponInterest Coupon payment at Scheduled Maturity Date+

No. ofCreditEvents

0

1

2

3

4 or more

48.0%

36.0%

24.0%

9th Sept2009

Call OptionRedemptionDate

Call OptionRedemptionPrincipalAmountper Note(SGD)

(A) (B)

Call OptionRedemptionInterestAmountper Note(SGD)

Call OptionRedemptionInterestAmountper Note(USD)

(B)

TotalReturn(Principal +Interest Amount) ifcalled (SGD)

(A) + (B) + (C)

PrincipalInstalmentpayments made priorto Call Option Redemption Date perNote (SGD)(C)

TotalReturn(Principal +Interest Amount) ifcalled (USD)

(A) + (B) + (C)

Call OptionRedemptionPrincipalAmountper Note(USD)

(A)

9th Sept2010

9th Sept2011

9th Sept2012

9th Sept2013

$5,000.00

$4,600.00

$4,200.00

$3,800.00

$3,400.00

$800.00

$1,200.00

$1,600.00

$2,000.00

$2,400.00

$1,300.00

$1,950.00

$2,600.00

$3,250.00

$3,900.00

$5,800.00

$6,200.00

$6,600.00

$7,000.00

$7,400.00

$0.00

$400.00

$800.00

$1,200.00

$1,600.00

PrincipalInstalmentpayments made priorto Call Option Redemption Date perNote (USD)(C)

$0.00

$500.00

$1,000.00

$1,500.00

$2,000.00

$5,000.00

$4,500.00

$4,000.00

$3,500.00

$3,000.00

$6,300.00

$6,950.00

$7,600.00

$8,250.00

$8,900.00

12.0%

0.0%

$2,400.00

$1,800.00

$1,200.00

$600.00

$0.00

88.0%

66.0%

44.0%

22.0%

0.0%

$4,400.00

$3,300.00

$2,200.00

$1,100.00

$0.00

%ageCoupon(SGD)

InterestCoupon perNote (SGD 5,000)

%ageCoupon(USD)

InterestCoupon perNote (USD 5,000)

SGD Note: SGD 5,000 per noteUSD Note: USD 5,000 per note

9th May 2014

Please refer to the table below

Principal Protected*

Reference Entities

Credit Events

Issuer Call Option

Collateral / Securities

Yes: at maturity

125 investment-grade corporates** (the Final Portfolio to be determined on or about the Fixing Date as detailedin the Pricing Statement)

“Bankruptcy”, “Failure to Pay”, “Moratorium/Repudiation” or “Restructuring” happening to any of the 125 Reference Entities (these Credit Events have detailed definitions in the Pricing Statement)

The Notes will be secured by securities issued by Merrill Lynch & Co. Inc. and the relevant swap agreement (as set out in the Pricing Statement dated 25 July 2007)

The Issuer has the option to redeem all, but not part, of the SGD Notes and/or the USD Notes on any of the Call Option Redemption Dates, by giving not less than 30 days prior written notice to the Noteholders. Redemption of the Notes pursuant to the Issuer’s Call Option will be at the Call Option Redemption Interest Amount plus the Call Option Redemption Principal Amount applicable as at the relevant Call Option Redemption Date (see Pricing Statement dated 25 July 2007 for full details of Issuer’s Call Option)

Table 3: Call Option Redemption Date versus Total Return for each SGD Note or USD Note

Issuer’s Call Option The Issuer may exercise its Call Option at its sole discretion in accordance with a pre-defined redemption schedule as shown below:

+ The Interest Coupon (if any) over the term of the Notes is payable at maturity and is dependent upon the number of Credit Events which occur over the term of the Notes. Maximum potential Interest Coupon is contingent on no Credit Events occuring over the term of the Notes (approximately 62/3 years), no mandatory redemption, and no exercise of the Issuer’s Call Option.

* Principal protection is dependent upon the credit-worthiness of Merrill Lynch & Co., Inc. See the Pricing Statement for full details of principal protection.

** The 125 companies in the portfolio will have a rating of investment-grade from Moody’s and/or Standard & Poor’s as of the fixing date which is expected to be on 3 September 2007. However, there is no requirement for the companies in the portfolio to maintain its rating and as such, the ratings of the companies could fall below investment-grade after the fixing date.

Each of the Issuer, its directors and the Programme Arranger, collectively and individually accept fullresponsibility for the accuracy of the information contained in this Pricing Statement. They confirm,having made all reasonable enquiries, that to the best of their knowledge and belief, the facts statedand the opinions expressed in this Pricing Statement are fair and accurate in all material respects asat the date of this Pricing Statement and that there are no material facts the omission of which wouldmake any statement in this Pricing Statement misleading.

Merrill Lynch & Co., Inc. accepts full responsibility for the accuracy of the information relating to it andto its group companies contained in this Pricing Statement. It confirms, having made all reasonableenquiries, that to the best of its knowledge and belief, this Pricing Statement contains no untruestatement relating to it or to its group companies (including a statement which is misleading in the formand context in which it is included and including a material omission).

HSBC Institutional Trust Services (Singapore) Limited has not separately verified the informationcontained herein other than information in respect of itself in its capacity as Trustee and The Hongkongand Shanghai Banking Corporation Limited has not separately verified the information contained hereinother than information in respect of itself in its capacities as Issuing and Paying Agent, Transfer Agent,Registrar and Custodian. Accordingly, no representation, warranty or undertaking, express or implied,is made and no responsibility or liability is accepted by HSBC Institutional Trust Services (Singapore)Limited in its capacity as Trustee and The Hongkong and Shanghai Banking Corporation Limited in itscapacities as Issuing and Paying Agent, Transfer Agent, Registrar and Custodian as to the accuracy orcompleteness of the information contained herein, or any further information supplied in relation to orin connection with the Programme or any of the Notes or their distribution, other than information inrespect of itself. The statements made in this paragraph are without prejudice to the respectiveresponsibilities of the Issuer, its directors and the Programme Arranger.

There has been no significant change in the financial or trading position of the Issuer and no materialadverse change in the financial position or prospects of the Issuer, in each case, since the date of itsincorporation on 13 October 2006 to the date of this Pricing Statement.

The Programme Arranger and its affiliates make no representation or warranty relating to anyinformation contained herein that is derived from independent sources.

No action has been or will be taken in any jurisdiction that would permit a public offering of the Notes,save where explicitly stated in the Base Prospectus. The Notes must be sold in accordance with allapplicable selling restrictions in the jurisdictions in which they are sold.

Prospective investors should be aware that for the purposes of the terms and conditions of the Notes,where the Note is a Global Note or Global Certificate held by CDP or through Euroclear or Clearstream,Luxembourg, the term “Noteholders” shall mean the persons shown in the records of CDP, Euroclearor Clearstream, Luxembourg as a holder of a principal amount of the Notes other than with respect tothe payment of principal, interest and any other amounts in respect of the Notes, for which purpose thebearer of the Global Note or, as the case may be, the person shown in the Register at the date ofbusiness on the Record Date shall be treated as the holder of such Notes. Individual retail investors inthe Notes are not “Noteholders” in this context. The terms “you”, “investors” or “prospective investors”have been used herein to describe the individual retail investors subscribing for the Notes through aDistributor.

Any action an investor may wish to take against the Issuer in accordance with the terms and conditionsof the Notes will require the cooperation of the Trustee. Investors have no right of direct action againstthe Issuer and if such investors maintain investment accounts with their Distributors, such investors willneed to rely upon their Distributor or broker to contact the Trustee to take action against the Issuer ontheir behalf in accordance with the terms of the Trust Deed. The terms of business of one Distributoror broker with another may be very different and prospective investors are advised to read carefully the

i

terms of business of any party they intend to engage in maintaining an investment account for theirNotes, and ensure they understand the circumstances in which they may rely upon such party to acton their behalf.

Reference to any website in this Pricing Statement is intended to assist prospective investors to accessfurther information relating to the subject as indicated. Prospective investors should conduct such websearches as they deem appropriate and ensure that they are viewing the most up-to-date information.Information appearing on such websites does not form part of this Pricing Statement. None of theIssuer, its directors, the Programme Arranger and the Dealer accepts any responsibility whatsoeverthat such information, if available, is accurate and/or up-to-date, and no responsibility is accepted inrelation to any such information by any person responsible for this Pricing Statement.

The offer of notes issued under the Programme by the Issuer is made solely on the basis of theinformation contained in the Base Prospectus and this Pricing Statement and prospective investorsshould exercise an appropriate degree of caution when assessing the value of other information whichmay appear on such websites.

None of the Issuer, its directors, the Programme Arranger, the Dealer, the Distributors, the Agents, theTrustee, the Custodian, the Calculation Agent, the Swap Counterparty, the Swap Guarantor and theirrespective affiliates (together, the “Transaction Participants”) has made any representationwhatsoever with respect to any Reference Entity (as defined herein) on which any Noteholder is relyingor is entitled to rely. The Transaction Participants are not responsible for any Reference Entity’s publicdisclosure of information. None of the Issuer, the Programme Arranger and the Dealer has conductedor will be conducting independent investigations on the Reference Entities in respect of (i) any legal orregulatory provisions which may materially affect the performance of the Reference Entities, (ii) anysignificant representations and warranties made concerning the Reference Entities or the Obligations(as defined herein) by any party and the remedies available if such representations and warranties arebreached, (iii) any material cross-default provisions relating to the Obligations, (iv) the nature andextent of exposure of the Reference Entities or the Obligations to any other entity and (v) the materialterms or agreements involving the Reference Entities or the Obligations. None of the Issuer, theProgramme Arranger and the Dealer makes any representation as to the Reference Entities. Investorsshould make their own investigations and analysis of the Reference Entities and the Obligations.

Any Transaction Participant may deal in the equity securities and/or debt obligations of, and may, wherepermitted, accept deposits from, make loans or otherwise extend credit to, and generally engage in anykind of commercial or investment banking or other business with, a Reference Entity or any affiliate ofa Reference Entity, or any other person or entity having obligations relating to a Reference Entity, andmay act with respect to such business in the same manner as each of them would if the Notes did notexist, regardless of whether any such action might have an adverse effect on a Reference Entity or theposition of any Noteholder or otherwise (including, without limitation, any action which might constituteor give rise to a Credit Event).

Any Transaction Participant may, whether by virtue of the types of relationships described herein orotherwise, at any time, be in possession of information in relation to a Reference Entity that is or maybe material in the context of the issue of the Notes and that may or may not be publicly available orknown to the Noteholder, and the Notes do not create any obligation on the part of any TransactionParticipant, to the extent permissible by law, to disclose to any Noteholder any such relationship orinformation (whether or not confidential).

No Reference Entity is involved in the issuance of the Notes in any way and has any obligation toconsider the interests of the Noteholders in taking any corporate actions that might affect the value ofthe Notes. Each Reference Entity may, and is entitled to, take actions that will adversely affect the valueof the Notes. The purchase price paid for the Notes is paid to the Issuer and not to any Reference Entity,and the Notes do not represent a direct investment in any Obligation of any Reference Entity orotherwise give the Noteholders any rights in the debt or other obligations of any Reference Entity. As

ii

an owner of Notes, a Noteholder will not have special voting rights or rights to receive distributions orany other rights that holders of debt or other obligations of a Reference Entity may have.

There is no guarantee, protection or assurance for purchasers of the Notes in respect of the credit orperformance of any Reference Entity or Securities. None of the Transaction Participants makes anyrepresentation as to the future performance of the Notes either in absolute terms or relative to otherinvestments. The Notes will solely be obligations of the Issuer and will not be guaranteed or insured by,or be the responsibility of, any other entity. While the Swap Guarantor may execute a Swap Guaranteein connection with the Notes, such guarantee is solely to guarantee the payment obligations of theSwap Counterparty under the Swap Agreement. The Notes will not be obligations of, and will not beguaranteed or insured by, any of the Transaction Participants, in particular the Swap Guarantor. TheNotes do not represent deposits with or other liabilities of the Trustee, the Programme Arranger, theDealer, any Reference Entity or any of their respective affiliates or related corporations. The Issuer isnot in the business of deposit-taking and does not hold itself out as accepting deposits on a day to daybasis nor will it accept deposits on a day to day basis. None of the Programme Arranger, the Dealer,the Swap Counterparty, the Swap Guarantor, the Calculation Agent, the Market Agent or any of theiraffiliates (together, “Merrill Lynch”) in any way stands behind the capital value or performance of theNotes, or of the assets held by the Issuer. The obligations of Merrill Lynch to the Issuer and/or theNoteholders are limited to that expressed in its written agreement with the Issuer.

None of Fitch, Moody’s and/or Standard & Poor’s has, where applicable and relevant, consented to thespecification of their credit ratings where it may appear in this Pricing Statement. A credit rating is nota recommendation to buy, sell or hold securities and may be subject to suspension, reduction orwithdrawal at any time by any Rating Agency. A suspension, reduction or withdrawal of any of theratings may adversely affect the market price of the Notes. None of the Issuer, the Programme Arrangerand the Dealer makes any representation as to the accuracy or reliability of the credit ratings save thatthe Issuer, the Programme Arranger and the Dealer have taken reasonable care to correctly extractand/or reproduce such information in its proper form and context. More information on credit ratings canbe found at the websites of Fitch at www.fitchratings.com, Moody’s at www.moodys.com and Standard& Poor’s at www.standardandpoors.com. A fee may be payable to access such information from thesewebsites. The information on these websites is not part of this Pricing Statement or of the BaseProspectus and none of the Transaction Participants accepts any responsibility for such information,including whether such information is accurate, complete or up-to-date.

The Issuer may, at its discretion, from time to time, offer gifts or other items to applicants who apply tosubscribe for the Notes in the manner described in the Issuer’s advertisements relating to the offeringof the Notes.

Copies of the Base Prospectus, including the Base Prospectus dated 15 November 2006, and thesupplementary base prospectus dated 25 July 2007 (which supercedes in their entirety, thesupplementary base prospectuses dated 16 February 2007 and 19 March 2007), any othersupplementary base prospectuses (if any), this Pricing Statement and supplementary pricingstatements (if any) are available for collection at the times and places specified in this PricingStatement under the section headed “How can I buy some Notes?”.

iii

This page has been intentionally left blank.

IMPORTANT

If you are in any doubt about any of the contents of this Pricing Statement you should obtainindependent professional advice.

The Notes are issued under the Issuer’s U.S.$8,000,000,000 Retail Secured Note Programme.You should read the Base Prospectus as well as this Pricing Statement and (any supplementarypricing statement(s) (if any)) in order to understand the Offer before deciding whether to buy theNotes. Call one of the Distributors’ hotlines listed inside for a copy of the Base Prospectus.

The Issuer, its directors, the Programme Arranger and the Dealer cannot give you investmentadvice: you must decide for yourself, taking professional advice if appropriate, whether the Notesmeet your investment needs. There will be no guarantee from any entity to you that you willrecover any amount payable under the Notes and you could lose all or a substantial partof your investment in the Notes.

CONTENTS

THE CREDIT-LINKED NOTES AT A GLANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

HOW CAN I BUY SOME NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

MORE INFORMATION ABOUT THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

INFORMATION ON THE SECURITY ARRANGEMENTS FOR THE NOTES . . . . . . . . . . . . . 39

DESCRIPTION OF MERRILL LYNCH & CO., INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

APPENDIX 1 — FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 48

APPENDIX 2 — A HYPOTHETICAL EXAMPLE OF HOW THE INTEREST COUPONIS CALCULATED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

APPENDIX 3 — ADDITIONAL INFORMATION ABOUT THE REFERENCE ENTITIESIN THE MODEL PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

APPENDIX 4 — A BRIEF GUIDE TO CREDIT RATINGS . . . . . . . . . . . . . . . . . . . . . . 86

APPENDIX 5 — TERMS, CONDITIONS AND PROCEDURES FOR APPLICATIONAND ACCEPTANCE OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . 90

1

THE CREDIT-LINKED NOTES AT A GLANCE


SGD Notes

USD Notes

Limited offer until 27 August 2007 (may change without prior notice)

• Credit-linked to a portfolio of 125Reference Entities which satisfies thePortfolio Criteria as at the Fixing Date

• Potential to receive Interest Coupon ofup to 48% of the principal amount ofeach SGD Note or 88% of the principalamount of each USD Note, payable onthe Maturity Date (assuming no earlyredemption of the Notes (please see thesection headed “Risk Factors” forfurther details))

• Principal protected: Redemption of theNotes in fixed instalments: partialredemption of the Notes commencingon or about 9 September 2009, andthereafter on or about 9 September ofevery year for the years 2010 to 2013with final redemption of the outstandingprincipal amount of the Notes on theMaturity Date, totalling no less than100% of the initial outstanding principalamount of the Notes at the Issue Date(assuming no early redemption of theNotes (please see the section headed“Risk Factors” for further details))

• Minimum investment amount of S$5,000(one Note of S$5,000 each) for the SGDNotes and U.S.$5,000 (one Note ofU.S.$5,000 each) for the USD Notes

• Issue price fixed at 100% of the principalamount of the Notes

• Exercise by the Issuer of the Issuer’s CallOption at its sole discretion gives you anopportunity to receive back all of yourprincipal and the Call Option RedemptionInterest Amount on or about 9 Septemberof every year, starting from 2009 andending on 2013 (please see “Issuer’s CallOption” for more details)

Redemption of the Notes at 100% of the principal amount of each Note is not guaranteed.You could lose all or a substantial part of your investment

The Notes are credit-linked notes, with the subscription price of each Note fixed at 100% of the principalamount of each Note. The Interest Coupon payable on the Notes on the Maturity Date will bedependent on the total number of Credit Events that have occurred to any one of the Reference Entitiesin the Final Portfolio during the entire term of the Notes. If four or more Credit Event Notices aredelivered by the Swap Counterparty during the term of the Notes, no Interest Coupon will be payable(see “Interest Coupon” and “Credit Events” for further details). For more information on the FinalPortfolio, please refer to the section headed “The Portfolio”. The Notes will be redeemed in fixedinstalments, with partial redemptions throughout the term of the Notes and the final redemption of theoutstanding principal amount of the Notes on the Maturity Date (see “Redemption” for further details).

2

The Notes are principal protected if held until the Maturity Date or, as the case may be, the relevant CallOption Redemption Date. However, you should note that redemption of the Notes at 100% of theprincipal amount of each Note is not guaranteed. The Issuer will redeem the Notes at 100% of theprincipal amount of each Note payable in fixed instalments during the term of the Notes and at maturity,or if earlier, the relevant Call Option Redemption Date following the exercise of the Issuer’s Call Option.Should the Issuer’s Call Option be exercised, the Issuer will redeem the Notes at the applicable CallOption Redemption Amount (being the Call Option Redemption Principal Amount plus the Call OptionRedemption Interest Amount) on the relevant Call Option Redemption Date. In the event that (i) you sellyour Notes before the Maturity Date or, as the case may be, before any of the Call Option RedemptionDates on which the Issuer exercises its Call Option, or (ii) the Issuer redeems the Notes early due toan Event of Default, taxation or other reasons, you may receive less, and probably substantially less,than the principal amount of your Note.

Issue Name Jubilee Series 5 Notes

Issuer Jubilee Global Finance Limited

Offer opens 9:00 a.m. on 30 July 2007

Offer closes Expected to be 4:30 p.m. on 27 August 2007

Fixing Date Expected to be 3 September 2007

Issue Date Expected to be 11 September 2007

Issue Price In respect of each Note, 100% of the Specified Denomination

Issue Size

(i) SGD Notes Up to S$200,000,000

(ii) USD Notes Up to U.S.$50,000,000

Depending on the market demand for the Notes, the Issuer mayeither increase or reduce the issue size of the Notes. The Issuermay also not issue any Note notwithstanding that subscriptionshave been received for the Notes. The Distributors shall beresponsible for the refund of the application moneys (if any).Please check with your Distributor as to how it intends to refundyour moneys.

In the event of over-subscription for the SGD Notes or, as thecase may be, for the USD Notes, the Issuer reserves the right toretain up to 125 per cent of the issue size offered for the SGDNotes (that is S$250,000,000) or, as the case may be, the USDNotes (that is U.S.$62,500,000).

You should note that the Issuer has already issued three Seriesof Notes under the Programme in Singapore and currently hasoutstanding approximately U.S.$83,801,800 in total of Notes ofthe three Series under the Programme. The assets which secureeach Series of Notes (including the amount of anyover-subscriptions) are kept strictly segregated and are availableto meet only those claims as specified under the relevantSupplemental Trust Deed which constitutes the Series of Noteswhich they secure.

3

Supplementary retirementscheme (“SRS”) eligibility

The Notes are not SRS eligible

Specified Denomination

(i) SGD Notes S$5,000

(ii) USD Notes U.S.$5,000

Minimum Purchase Amount

(i) SGD Notes S$5,000. The SGD Notes are sold in individual units (ordenominations) of S$5,000. You must purchase a minimum ofone Note

(ii) USD Notes U.S.$5,000. The USD Notes are sold in individual units (ordenominations) of U.S.$5,000. You must purchase a minimum ofone Note

Interest Coupon Unless previously terminated, redeemed or purchased andcancelled as provided in the Master Conditions set out in theBase Prospectus (the “Master Conditions”), the Interest Coupon(if any) is to be payable only on the Scheduled Maturity Date or,as the case may be, the Extended Maturity Date

The Interest Coupon (if any) payable in respect of each Note shallbe based on the initial outstanding principal amount of each Noteas at the Issue Date (the “Initial Outstanding PrincipalAmount”)

No Interest Coupon on the Notes would be payable on theMaturity Date upon the delivery of four or more Credit EventNotices by the Swap Counterparty to the Issuer during the termof the Notes, or the redemption of the Notes due to an Event ofDefault, taxation or other reasons

(i) SGD Notes The Interest Coupon (if any) to be payable on the ScheduledMaturity Date or, as the case may be, the Extended Maturity Datein respect of the SGD Notes shall be as follows:

No. of CreditEvents

Interest Couponpayable+

Interest Couponpayable per SGD

Note (in SGD)

0 48.0% S$2,400

1 36.0% S$1,800

2 24.0% S$1,200

3 12.0% S$600

4 or more 0.0% S$0

+ As a percentage of the Initial Outstanding Principal Amount of each SGD Note

4

(ii) USD Notes The Interest Coupon (if any) to be payable on the ScheduledMaturity Date or, as the case may be, the Extended Maturity Datein respect of the USD Notes shall be as follows:

No. of CreditEvents

Interest Couponpayable+

Interest Couponpayable per USD

Note (in USD)

0 88.0% U.S.$4,400

1 66.0% U.S.$3,300

2 44.0% U.S.$2,200

3 22.0% U.S.$1,100

4 or more 0.0% U.S.$0

+ As a percentage of the Initial Outstanding Principal Amount of each USD Note

Interest Payment Date Expected to be the Scheduled Maturity Date or, as the case maybe, the Extended Maturity Date

Reference Entities The 125 entities (which may be increased following a SuccessionEvent determined by the Calculation Agent in its sole andabsolute discretion) to which the amount of Interest Couponpayable on the Maturity Date is linked. Please see the sectionheaded “The Portfolio” and Appendix 3 — Additional Informationabout the Reference Entities in the Model Portfolio for furtherdetails

Final Portfolio The portfolio of 125 Reference Entities will comply with thePortfolio Criteria as at the Fixing Date. The Final Portfolio will onlybe fixed on the Fixing Date, i.e. the actual identities of theReference Entities will only be determined on the Fixing Date butits composition will be the same as the composition of the ModelPortfolio unless (1) any of the Reference Entities in the ModelPortfolio ceases to satisfy the Portfolio Criteria on the Fixing Datewhereupon such Reference Entity shall be replaced with anotherReference Entity which satisfies the Portfolio Criteria as at theFixing Date or (2) the Issuer, in its sole and absolute discretion,replaces a Reference Entity (up to a maximum of ten suchReference Entities) in the Model Portfolio with a new ReferenceEntity which satisfies the Portfolio Criteria and has an equal orbetter rating as compared to the Reference Entity being replacedas at the Fixed Date. The Issuer (or the Swap Counterparty onbehalf of the Issuer) will inform the Distributors of the actualidentities of the Reference Entities by written notice as soon aspracticable on or after the Fixing Date. You will need to rely onyour Distributor to inform you of the actual identities of theReference Entities. Please see the section headed “ThePortfolio” for further details

5

Model Portfolio The portfolio of 125 Reference Entities which, as at 20 July 2007,complies with the Portfolio Criteria. The Model Portfolio is strictlymeant to be an indication of the possible composition of the FinalPortfolio. You should note that the Final Portfolio will only be fixedon the Fixing Date (as described in “Final Portfolio” above). Thereis no assurance that the composition of the Final Portfolio will bethe same as that of the Model Portfolio. Please see the sectionheaded “The Portfolio” for further details

Portfolio Criteria As at the Fixing Date, each Reference Entity must:

• be selected from any one of the following indices:

− CDX.NA.IG Series 8

− iTraxx Europe Series 7

− iTraxx Japan 80 Series 7

− iTraxx Asia ex-Japan Series 7

− iTraxx Australia Series 7

• have a credit rating of at least BBB- from Standard & Poor’sor, as the case may be, at least Baa3 from Moody’s, or ifrated by both Standard & Poor’s and Moody’s, have a creditrating of at least BBB- from Standard & Poor’s and at leastBaa3 from Moody’s; and

• not be placed on BBB- negative watch by Standard & Poor’sand/or Baa3 negative watch by Moody’s

Redemption of the Notes If the Issuer does not exercise its Call Option to redeem the Notesearly, the Issuer will redeem the Notes at 100% of the InitialOutstanding Principal Amount payable in Instalment Amounts oneach Instalment Date throughout the term of the Notes and atmaturity assuming that there is no early redemption of the Notesdue to an Event of Default, taxation or other reasons

(i) SGD Notes On each Instalment Date, the Issuer shall partially redeem, inrespect of each SGD Note, the related Instalment Amountspecified below, with the final Instalment Amount payable on theScheduled Maturity Date or, as the case may be, the ExtendedMaturity Date. The relevant Instalment Amount shall be payablein cash as follows:

Instalment Date*RedemptionPercentage

InstalmentAmount payable

per SGD Note(in SGD)

9 September 2009 8.0% S$400

9 September 2010 8.0% S$400

9 September 2011 8.0% S$400

9 September 2012 8.0% S$400

9 September 2013 8.0% S$400

Maturity Date 60.0% S$3,000

* Subject to adjustment in accordance with the Modified Following Business Day

Convention

6

(ii) USD Notes On each Instalment Date, the Issuer shall partially redeem, inrespect of each USD Note, the related Instalment Amountspecified below, with the final Instalment Amount payable on theScheduled Maturity Date or, as the case may be, the ExtendedMaturity Date. The relevant Instalment Amount shall be payablein cash as follows:

Instalment Date*RedemptionPercentage

InstalmentAmount payable

per USD Note(in USD)

9 September 2009 10.0% U.S.$500

9 September 2010 10.0% U.S.$500

9 September 2011 10.0% U.S.$500

9 September 2012 10.0% U.S.$500

9 September 2013 10.0% U.S.$500

Maturity Date 50.0% U.S.$2,500

* Subject to adjustment in accordance with the Modified Following Business DayConvention

Early Redemption due to anEvent of Default, taxation andother reasons

In the event of:

(a) an Event of Default under the Notes;

(b) the Securities being repaid early for any reason, forexample because there is an event of default under theSecurities or for tax reasons;

(c) the Swap Agreement being terminated early; or

(d) the Cayman Islands imposing taxes on the Issuer or onpayments under the Notes which the Issuer is unable toavoid,

the Issuer will redeem the Notes early by paying the net amountrecovered from the sale of the Securities and the termination ofthe Swap Agreement for the Notes

The Interest Coupon otherwise payable on the Notes on theScheduled Maturity Date or, as the case may be, the ExtendedMaturity Date (and as described in the section “Interest Coupon”above) will not be payable upon such redemption. Please seeConditions 7(c) (Mandatory Redemption), 7(d) (Redemption forTax and other Reasons) and 10 (Events of Default) of the MasterConditions for further details

7

Issuer’s Call Option For both the SGD Notes and the USD Notes, the Issuer has theoption to redeem all, but not part, of the SGD Notes and/or theUSD Notes on any of the Call Option Redemption Dates, bygiving not less than 30 days prior written notice to theNoteholders. Redemption of the Notes pursuant to the Issuer’sCall Option will be at the Call Option Redemption Interest Amountplus the Call Option Redemption Principal Amount (the “CallOption Redemption Amount”) applicable as at the relevant CallOption Redemption Date (without prejudice to those InstalmentAmounts already paid on Instalment Dates falling prior to therelevant Call Option Redemption Date)

The Issuer will treat the SGD Notes and the USD Notesseparately for the purposes of the Issuer’s Call Option, that is, theIssuer may exercise its option to redeem the SGD Notes early butnot the USD Notes or vice versa

For the avoidance of doubt, no Instalment Amounts shall bepayable on or after any Call Option Redemption Date

Please see “What is the Issuer’s Call Option?” under the sectionheaded “More Information about the Notes” for further details

Call Option Redemption Dates Expected to be 9 September 2009, 9 September 2010, 9September 2011, 9 September 2012 and 9 September 2013, asadjusted in accordance with the Modified Following Business DayConvention, for both the SGD Notes and the USD Notes

Call Option RedemptionAmount

(i) SGD Notes: The Call Option Redemption Amount for SGD Notes shall be asfollows:

Call OptionRedemption

Date*


InterestAmount+


InterestAmountper SGDNote (in

SGD)


PrincipalAmountper SGD

Note+


PrincipalAmountper SGDNote (in

SGD)

9 September2009

16% S$800 100% $5,000

9 September2010

24% S$1,200 92% $4,600

9 September2011

32% S$1,600 84% $4,200

9 September2012

40% S$2,000 76% $3,800

9 September2013

48% S$2,400 68% $3,400



8

(ii) USD Notes The Call Option Redemption Amount for USD Notes shall be asfollows:


Date*


InterestAmount+


InterestAmountper USDNote (in

USD)


PrincipalAmountper USD

Note+


PrincipalAmountper USD

Note(in USD)

9 September2009

26% U.S.$1,300 100% U.S.$5,000

9 September2010

39% U.S.$1,950 90% U.S.$4,500

9 September2011

52% U.S.$2,600 80% U.S.$4,000

9 September2012

65% U.S.$3,250 70% U.S.$3,500

9 September2013

78% U.S.$3,900 60% U.S.$3,000



Term Approximately 62⁄3 years, subject to the delivery of the ExtensionNotice or the exercise by the Issuer of the Issuer’s Call Option orearly redemption of the Notes due to an Event of Default, taxationor other reasons

Maturity Date Expected to be the Scheduled Maturity Date or, in the event anExtension Notice is given to the Issuer by the Swap Counterparty,expected to be the Extended Maturity Date

Scheduled Maturity Date Expected to be 9 May 2014

9

Extended Maturity Date Subject to the Extension Notice being delivered to the Issuer fromthe Swap Counterparty which is expected to happen:

(i) in the event that the Swap Counterparty determines that aCredit Event in respect of a Reference Entity may occur ormay have occurred on or prior to the Scheduled MaturityDate; or

(ii) in respect of a Reference Entity to which Grace PeriodExtension applies under the Swap Agreement, in the eventthat the Swap Counterparty determines that a PotentialFailure to Pay (as defined in Appendix 1 - Form of PricingSupplement) may occur or may have occurred in respect ofsuch Reference Entity on or prior to the Scheduled MaturityDate,

the Notes shall be redeemed on a date falling not later than 30Singapore, London and New York Business Days after theScheduled Maturity Date or, as the case may be, after the GracePeriod Extension Date (the “Extended Maturity Date”).

If Grace Period Extension is specified as applicable under theSwap Agreement with respect to a Reference Entity, this meansthat if a Potential Failure to Pay occurs in respect of thatReference Entity, a Failure to Pay Credit Event may still occur inrespect of that Reference Entity up to the Grace Period ExtensionDate (as defined in Appendix 1 - Form of Pricing Supplement)

A potential Credit Event referred to in sub-paragraph (i) abovemay only be taken into account in determining the InterestCoupon (if any) if the Credit Event actually occurred on or prior tothe Scheduled Maturity Date.

If the Scheduled Maturity Date of the Notes is extended, inaddition to any Credit Events which may have occurred on orprior to the Scheduled Maturity Date, only a Failure to Pay CreditEvent occurring after the Scheduled Maturity Date in respect of aReference Entity referred to in sub-paragraph (ii) above may alsobe taken into account in determining the Interest Coupon (if any)payable on the Maturity Date.

References in this Pricing Statement to the “Maturity Date” shallmean the Scheduled Maturity Date or, as the case may be, theExtended Maturity Date

Extension Notice A notice to be given by the Swap Counterparty to the Issuer on orprior to the Scheduled Maturity Date, notifying the Issuer that inits determination, (i) a Credit Event may occur or may haveoccurred on or prior to the Scheduled Maturity Date, or (ii) inrespect of a Reference Entity to which Grace Period Extensionapplies under the Swap Agreement, a Potential Failure to Paymay occur or may have occurred on or prior to the ScheduledMaturity Date

10

Credit Events Bankruptcy, Failure to Pay, Repudiation/Moratorium (applicableonly to Reference Entities which are sovereigns) andRestructuring happening to any of the Reference Entities in theFinal Portfolio throughout the term of the Notes. Please see“What are the Credit Events?” under the section headed “MoreInformation about the Notes” and Appendix 1 — Form of PricingSupplement for further details

Security for the Notes (i) Securities issued by Merrill Lynch & Co., Inc.; and

(ii) the Swap Agreement with the Swap Counterparty and thecorresponding Swap Guarantee by the Swap Guarantor

Listing and liquidity The Notes will not be listed. If you want to sell the Notes beforethe Scheduled Maturity Date, you can contact one of theDistributors at any time after three months following the IssueDate to obtain a bid price which may be less than the amountinvested in the Notes. Please see “Can I sell my Notes before theMaturity Date” under the section headed “More Information aboutthe Notes” for further details. Notwithstanding this, there may bea limited trading market for the Notes or no market at all: youshould be prepared to hold the Notes to the Maturity Date

Rating The Notes will not be rated by any Rating Agency

Place of booking (that is,jurisdiction where theregistered office of the Issueris located)

The Cayman Islands

The above is a summary of the main terms of the Notes. You should read all of this Pricing Statementand the Base Prospectus before deciding whether or not to buy any of the Notes. To help yourunderstanding, hypothetical examples of how the Notes work is set out in Appendix 2 — A HypotheticalExample of how the Interest Coupon is calculated.

The Interest Coupon (if any) on the Notes payable on the Scheduled Maturity Date or the ExtendedMaturity Date (as the case may be) of the Notes is dependent on the number of Credit Events that haveoccurred throughout the term of the Notes, that is from (and including) the Issue Date to (and including)the Scheduled Maturity Date or the Extended Maturity Date (as the case may be). The number of CreditEvents is determined by the Swap Counterparty, who may but does not have the obligation to delivera Credit Event Notice following the occurrence of a Credit Event.

No Interest Coupon on the Notes would be payable on the Maturity Date or, as the case may be, theExtended Maturity Date upon (a) the delivery of four or more Credit Event Notices by the SwapCounterparty to the Issuer during the term of the Notes, (b) the exercise of the Issuer’s Call Option onany Call Option Redemption Date or (c) redemption of the Notes due to an Event of Default, taxationor other reasons.

For the avoidance of doubt, the Interest Coupon in respect of each Note is solely dependent on thenumber of Credit Events that have occurred throughout the term of the Notes. Even in the event thatthe Notes are redeemed after the Scheduled Maturity Date as a result of the receipt by the Issuer ofthe Extension Notice, no interest on the Notes shall accrue from (and including) the Scheduled MaturityDate to (and including) the date of the final redemption of the Notes on the Extended Maturity Date.

The Interest Payment Date, Instalment Dates, Call Option Redemption Dates and Maturity Date maybe adjusted in accordance with the Modified Following Business Day Convention; that is, these datesmust be Singapore, London and New York Business Days and will be postponed to the next Singapore,

11

London and New York Business Day if necessary unless it would thereby fall into the next calendarmonth, in which event such date will be brought forward to the immediately preceding Singapore,London and New York Business Day. No extra interest or amount will be paid for the delay in payment.The Issuer may also reschedule the Issue Date, the Interest Payment Date, Instalment Dates, the CallOption Redemption Dates and the Maturity Date for the Notes if the Offer period for the Notes changes.

12

RISK FACTORS

There are investment risks involved in buying the Notes. Before applying for any of the Notes, youshould consider whether the Notes are suitable for you in light of your own financial circumstances andinvestment objectives. If you are in any doubt, get independent professional advice. In addition to therisks set out in the Base Prospectus, you should consider the following additional risks.

Although the Notes are principal protected if held until the Maturity Date or, as the case may be,until the relevant Call Option Redemption Date, redemption of the Notes at 100% of the principalamount of the Notes is not guaranteed. You could lose all or a substantial part of yourinvestment.

The Issuer will redeem the Notes at 100% of the principal amount of each Note payable in fixedInstalment Amounts on each Instalment Date throughout the term of the Notes and at maturity, or ifearlier, the relevant Call Option Redemption Date following the exercise of the Issuer’s Call Option.

If the Issuer has to redeem the Notes early due to an Event of Default, taxation or other reasons, it willhave to sell the Securities and terminate the Swap Agreement in order to make such redemption. Youwill only get back, as the Early Redemption Amount (as defined in Condition 7(b) of the MasterConditions (Early Redemption)), your share of the net proceeds of sale of the Securities after deductingall costs and expenses associated with realising the Security for the Notes, including termination costsfor the Swap Agreement. It is likely that your Early Redemption Amount will be less, and could besignificantly less, than the principal amount of your Notes.

The Issuer will have to redeem the Notes early if:

− there is an Event of Default under the Notes;

− the Securities are repaid early for any reason, for example because there is an event of defaultunder the Securities or for tax reasons;

− the Swap Agreement is terminated early; or

− the Cayman Islands imposes taxes on the Issuer or on payments under the Notes which theIssuer is unable to avoid.

Please see Conditions 7(c) (Mandatory Redemption), 7(d) (Redemption for Tax and other Reasons)and 10 (Events of Default) of the Master Conditions for further details. The Interest Coupon will not bepayable after the Notes are redeemed early due to an Event of Default, taxation or other reasons.

In all these cases, the amount the Issuer will be able to pay back on the Notes will likely be less, andcould be significantly less, than the principal amount of the Notes. It is possible that you could lose allor a substantial part of your investment.

Principal protection of the Notes depends on the creditworthiness of the issuer of the Securitiesand the Swap Guarantor.

The Notes are principal protected only if held until the Maturity Date or, as the case may be, until therelevant Call Option Redemption Date.

The Issuer will only be able to pay back 100% of the principal amount of the Notes if it receives thecorresponding payment on the Securities and the Swap Agreement for the Notes. The Securities areissued by Merrill Lynch & Co., Inc. and the Swap Agreement is guaranteed by Merrill Lynch & Co., Inc.,as Swap Guarantor. That means that you are relying on the creditworthiness of Merrill Lynch & Co., Inc.for the principal protection. Please see the section headed “Information on the Security Arrangementsfor the Notes” and “Description of Merrill Lynch & Co., Inc.” for more details.

13

The Maturity Date for the Notes may be extended. You may not get back all of your principal onthe Notes on the Scheduled Maturity Date.

In the event that the Issuer receives an Extension Notice from the Swap Counterparty which isexpected to happen if (i) the Swap Counterparty determines that a Credit Event may occur or may haveoccurred on or prior to the Scheduled Maturity Date, or (ii) in respect of a Reference Entity to whichGrace Period Extension applies, in the event that the Swap Counterparty determines that a PotentialFailure to Pay may occur or may have occurred on or prior to the Scheduled Maturity Date, the maturitydate for the Notes shall be extended to the Extended Maturity Date being a date falling not later than30 Singapore, London and New York Business Days after the Scheduled Maturity Date or, as the casemay be, after the Grace Period Extension Date.

In such event, subject to the payments of the relevant Instalment Amounts during the term of the Notes,you will only receive the final Instalment Amount, which together with the previous payments of theInstalment Amounts, constitute the principal amount of your Note on the Extended Maturity Datetogether with the Interest Coupon, if any. For the avoidance of doubt, in the event that the Notes areredeemed after the Scheduled Maturity Date as a result of the receipt by the Issuer of the ExtensionNotice, no interest on the Notes shall accrue from (and including) the Scheduled Maturity Date to (andincluding) the date of the final redemption of the Notes on the Extended Maturity Date.

Payment of the Interest Coupon on the Notes at maturity is not guaranteed.

In the event that (i) an Event of Default occurs under the Notes, (ii) the Securities are repaid early forany reason, for example, because there is an event of default under the Securities or for taxationreasons, (iii) the Swap Agreement is terminated early, or (iv) the Cayman Islands imposes taxes on theIssuer or on payments under the Notes which the Issuer is unable to avoid, the Notes will be redeemedearly and no Interest Coupon will be payable on such redemption.

Further, no Interest Coupon would be payable after four or more Credit Events have occurred duringthe term of the Notes. Please see the risk factor headed “You are exposed to the credit risk of eachReference Entity in the Final Portfolio” below for more details.

In addition, the Issuer may in its sole discretion exercise its Call Option which would result in the Notesbeing redeemed early and no Interest Coupon will be payable on such redemption. Instead, if the Issuerredeems the Notes pursuant to the exercise of the Issuer’s Call Option, Noteholders will insteadreceive, in respect of each Note, the applicable Call Option Redemption Amount (being the Call OptionRedemption Principal Amount plus the Call Option Redemption Interest Amount) on the relevant CallOption Redemption Date.

You are exposed to the credit risk of each Reference Entity in the Final Portfolio.

The Interest Coupon payable on the Maturity Date of the Notes is dependent on the number of CreditEvents that have occurred throughout the term of the Notes in respect of any Reference Entity. TheCredit Events are determined by the Swap Counterparty, who may but does not have the obligation todeliver a Credit Event Notice following the occurrence of a Credit Event. In the event that, during theterm of the Notes, the Swap Counterparty has delivered four or more Credit Event Notices in relationto the Notes, no Interest Coupon on the Notes would be payable on the Scheduled Maturity Date. Thismeans that you are relying on the creditworthiness of each Reference Entity in the Final Portfolio forthe Interest Coupon payable.

The creditworthiness of the Reference Entities may be affected by business, economic, political,financial, social, environmental factors. Such factors could adversely affect one or more ReferenceEntities. If a Credit Event occurs in respect of a Reference Entity as a result of any such factors, it islikely that such factors would also adversely affect other Reference Entities which could increase thelikelihood of a Credit Event happening.

14

If there is a Succession Event in respect of a Reference Entity such as a merger, de-merger or spin-off,that Reference Entity may, at the sole and absolute discretion of the Calculation Agent, be replaced bythe Successor in the Succession Event to all or substantially all of its obligations (please see Schedule2 to the Pricing Supplement in Appendix 1 — Form of Pricing Supplement for further details). TheSuccessor Reference Entity could have a worse credit rating than its predecessor.

The Final Portfolio will only be fixed as at the Fixing Date.

As at the date of this Pricing Statement, the Final Portfolio has not been fixed. Whilst the Issuer hasprovided the Model Portfolio in this Pricing Statement, you should note that the Model Portfolio is strictlymeant to be an indication of the possible composition of the Final Portfolio and there is no assurancethat the composition of the Final Portfolio will be the same as that of the Model Portfolio. In the eventthat any of the Reference Entities included in the Model Portfolio ceases to satisfy the Portfolio Criteriaon the Fixing Date, such Reference Entity shall be replaced with another Reference Entity whichsatisfies the Portfolio Criteria as at the Fixing Date. In addition, the Issuer may, in its sole and absolutediscretion, replace a Reference Entity (up to a maximum of ten such Reference Entities) in the ModelPortfolio with a new Reference Entity which satisfies the Portfolio Criteria and has an equal or betterrating as compared to the Reference Entity being replaced as at the Fixing Date. In this regard, youshould note that the Final Portfolio will only be fixed on the Fixing Date. This means that at the time ofyour application for the Notes, you will not know the composition of the Final Portfolio as you will beapplying for the Notes on the basis of the Model Portfolio, the composition of which may be differentfrom that of the Final Portfolio.

Although the Final Portfolio is not fixed at the time of your application, you do not have the rightto withdraw your application for the Notes.

Although the Final Portfolio will only be fixed on the Fixing Date and there is no assurance that thecomposition of the Final Portfolio will be the same as that of the Model Portfolio, you will not have theright to withdraw your application for the Notes. Accordingly, even if you are of the view that the FinalPortfolio carries a higher risk profile compared to the Model Portfolio (assuming that the compositionof the Final Portfolio differs from that of the Model Portfolio), you will still have to pay and subscribe forthe Notes.

There is no requirement for the Reference Entities in the Final Portfolio to comply with thePortfolio Criteria after the Fixing Date.

Save for the occurrence of Succession Events, the composition of the Reference Entities in the FinalPortfolio is static, i.e. there will be no changes made to the composition of the Final Portfolio once theFinal Portfolio is fixed on the Fixing Date. This means that should any of the Reference Entities in theFinal Portfolio fail to satisfy the Portfolio Criteria after the Fixing Date, such Reference Entities will stillform part of the Final Portfolio and accordingly, all else being equal, the investment risk of the Noteswould also be higher.

The number of Reference Entities which comprise the Final Portfolio to which the Notes arecredit-linked has an impact on the investment risk.

The Notes are credit-linked to 125 Reference Entities, which constitute the Final Portfolio. While thecomposition of the Reference Entities in the Final Portfolio is meant to be static, the occurrence ofSuccession Events may require changes to be made to the Final Portfolio. Such changes may resultin a higher number of Reference Entities in the Final Portfolio. All else being equal, a higher number ofReference Entities in the Final Portfolio means that there is a higher possibility of occurrence of CreditEvents. Since the Interest Coupon payable on the Maturity Date of the Notes is dependent on thenumber of Credit Events that occur throughout the term of the Notes, the investment risk wouldaccordingly be higher where the number of Reference Entities constituting the Final Portfolio is higher.

15

Possible conflicts of interest.

Merrill Lynch may, from time to time, engage in investment banking and other activities with the Issuer,any of the Reference Entities which comprise the Model Portfolio or, as the case may be, the FinalPortfolio or any of their respective affiliates, or may trade (for their own account or for the account ofothers) in the equity securities or debt obligations of any of the Reference Entities in the Model Portfolioor, as the case may be, the Final Portfolio. In relation to any such activities, in particular those of theProgramme Arranger, the Dealer, the Calculation Agent, the Market Agent, the Swap Counterparty andthe Swap Guarantor, Merrill Lynch has not considered, and is not required to consider, your interestsas a holder of the Notes. Accordingly, it is possible that conflicts may arise between the interests ofMerrill Lynch in relation to such activities, and your interests as a holder of the Notes.

The Notes may not have a liquid trading market.

The trading price of the Notes will fluctuate depending on factors such as market interest ratemovements, foreign exchange rates, the market’s views on the creditworthiness of the ReferenceEntities which comprise the Final Portfolio and the market for similar securities.

If you try to sell your Notes before the Maturity Date, you may receive an offer which is less than theamount you invested or you may not be able to sell your Notes at all.

The Notes are not listed and cannot be traded on the Singapore Exchange Securities Trading Limitedor on any other securities exchange.

Merrill Lynch (Singapore) Pte. Ltd. in its capacity as Market Agent intends, but is under no obligation,to make a market in the Notes. You can contact one of the Distributors starting three months after theIssue Date to ask for a bid price at which you can sell your Notes. These Distributors will then obtaina quote from the Market Agent, who will quote prices provided by Merrill Lynch International on the lastSingapore, London and New York Business Day of every week on a best efforts basis.

In addition, in order to facilitate payments of the Interest Coupon (if any) on the Scheduled MaturityDate and/or redemption of the Notes, the Market Agent will not be providing quotes of bid prices for theperiods starting (i) 15 Singapore Business Days prior to the Scheduled Maturity Date and ending on theScheduled Maturity Date and (ii) if applicable, the Scheduled Maturity Date and ending on the ExtendedMaturity Date (each, a “Black-out Period”) and consequently, you will not be able to sell your Notesduring the Black-out Period.

Notwithstanding the above, you should note that these market making arrangements are limited and donot assure an active trading market for the Notes. There can be no assurance that the Market Agentwill make a market in the Notes, or if it does so, that it will continue to do so. Accordingly, there can beno assurance that you will have access to a firm bid price for the Notes in a principal amount which youmay wish to sell.

16

The only assets which back the Notes are the Securities and the Swap Agreement.

The Issuer does not own any significant assets other than the Securities and its rights, title and interestunder the Swap Agreement which back the Notes. The claims of Noteholders against the Issuer arelimited in all circumstances to the value of the Securities and the Swap Agreement. Noteholders arerelying on the creditworthiness of the issuer of the Securities and the Swap Guarantor, i.e. Merrill Lynch& Co., Inc. However, the Notes will not be obligations of and will not be guaranteed by the SwapGuarantor.

Under the provisions of the Trust Deed, the Trustee shall apply the proceeds of the Securities in thefollowing order of priorities: (i) the fees, costs, charges, expenses and liabilities, if any, of the Trusteeand CDP, (ii) the fees, costs, charges and expenses of the Swap Counterparty, and (iii) the claims ofthe Issuing and Paying Agent and the claims of the Custodian, before the claims of Noteholders aremet.

The assets which back each Series of Notes are kept strictly segregated and are available to meet onlythose claims as are specified in the Supplemental Trust Deed which constitutes the Series of Noteswhich they back.

You will have no further claim against the Issuer for any loss of your investment after the Issuer has paidout all the proceeds of the Securities and the Swap Agreement for the Notes. You have no right to havethe Issuer wound up or put into administration.

No audited financial statements.

The Issuer is required by Singapore law to lodge a profit and loss account and balance sheet for thefirst six months of, and for, every financial year with the Authority and the Trustee. However, you shouldnote that the Trustee has, as permitted under Singapore law, agreed to dispense with the requirementfor the profit and loss account and balance sheet of the Issuer to be audited. Accordingly, the Issuer willnot appoint any auditor and accordingly, such profit and loss account and balance sheet will not beaudited by any independent third party.

17

THE PORTFOLIO

The Reference Assets comprise of the Reference Entities and the Obligations (as defined in Schedule2 to the Pricing Supplement in Appendix 1 — Form of Pricing Supplement). Upon the occurrence of oneor more of the following events or conditions with respect to any of the Reference Entities and/or theObligations, the Swap Counterparty has the right (but not the obligation) to declare the occurrence ofa Credit Event: (i) Bankruptcy, (ii) Failure to Pay, (iii) Repudiation/Moratorium (applicable only toReference Entities which are sovereigns) and (iv) Restructuring.

The amount of the Interest Coupon payable on the Notes on the Maturity Date is linked to the numberof Credit Events that occur to the Reference Entities in the Final Portfolio throughout the term of theNotes. This means that the Notes are linked to the creditworthiness of the Reference Entities in theFinal Portfolio.

All the 125 Reference Entities in the Final Portfolio have to comply with the Portfolio Criteria as at theFixing Date. However, you should note that after the Fixing Date, there is no requirement for any of theReference Entities in the Final Portfolio to comply with the Portfolio Criteria. Accordingly, you should beprepared to accept that over the term of the Notes, there may be times when some of the ReferenceEntities in the Final Portfolio will not comply with the Portfolio Criteria.

The Portfolio Criteria

As at the Fixing Date, each Reference Entity in the Final Portfolio must:

(1) be selected from any one of the following indices:

— CDX.NA.IG Series 8;

— iTraxx Europe Series 7;

— iTraxx Japan 80 Series 7;

— iTraxx Asia ex-Japan Series 7; or

— iTraxx Australia Series 7;

(2) have a credit rating of at least BBB- from Standard & Poor’s or, as the case may be, at least Baa3from Moody’s, or if rated by both Standard & Poor’s and Moody’s, have a credit rating of at leastBBB- from Standard & Poor’s and at least Baa3 from Moody’s; and

(3) not be placed on BBB- negative watch by Standard & Poor’s and/or Baa3 negative watch byMoody’s.

CDX.NA.IG Series 8 is an index of credit default swaps developed and maintained by Dow Jones andis composed of 125 equally-weighted North American entities. The iTraxx indices are credit defaultswaps indices administered and managed by the International Index Company. iTraxx Europe Series7 comprises 125 equally-weighted European entities, iTraxx Japan 80 Series 7 comprises 80equally-weighted Japanese entities, iTraxx Asia ex-Japan Series 7 comprises 50 equally-weightedAsian entities and iTraxx Australia Series 7 comprises 25 equally-weighted Australian entities. For moreinformation on these indices, please refer to www.markit.com. The information on this website is notpart of this Pricing Statement or the Base Prospectus and none of the Issuer, its directors, theProgramme Arranger and the Dealer accepts any responsibility for such information, including whethersuch information is accurate, complete or up-to-date. Please also see Appendix 4 — A Brief Guide toCredit Ratings for more information on credit ratings.

The information on the indices above is derived from publicly available sources published by DowJones and International Index Company. None of the Issuer, its directors, the Programme Arranger andthe Dealer has obtained the specific consents of Dow Jones and International Index Company for theinclusion of such information in this Pricing Statement. Accordingly, neither Dow Jones nor International

18

Index Company would be liable for the information included in this Pricing Statement. None of theIssuer, its directors, the Programme Arranger and the Dealer has verified the accuracy of theinformation on the indices and accordingly, none of the Issuer, its directors, the Programme Arrangerand the Dealer makes any representations as to the accuracy or reliability of the information, save thatthe Issuer, its directors, the Programme Arranger and the Dealer have taken reasonable care tocorrectly extract and/or reproduce such information in its proper form and context.

The Model Portfolio

The Model Portfolio comprises 125 Reference Entities, all of which, as at 20 July 2007, comply with thePortfolio Criteria.

The composition of the Model Portfolio is as follows:

No.Name ofReference Entity

Ratinggiven byMoody’s

(as at20 July2007)

Ratinggiven byMoody’sWatch

(as at 20July

2007)

Ratinggiven byMoody’sOutlook

(as at20 July2007)

Ratinggiven by

S&P(as at

20 July2007)

Ratinggiven by

S&P’sWatch(as at

20 July2007)

Ratinggiven by

S&P’sOutlook

(as at20 July2007)

Standard &Poor’s (S&P)

IndustryClassification Country

1 Accor NR — STABLE BBB — STABLE Hotels/motels/inns andcasinos

France

2 Acom Co., Ltd. A2 — STABLE BBB+ — NEG FinancialIntermediaries

Japan

3 Adecco S.A. Baa2 — STABLE BBB — STABLE Businessequipment

and services

Switzerland

4 Aiful Corporation Baa2 — STABLE BBB+ NEG — FinancialIntermediaries

Japan

5 AktiebolagetElectrolux

Baa2 — STABLE BBB+ — STABLE Homefurnishings

Sweden

6 Akzo Nobel N.V. A3 — STABLE A- — STABLE Chemical/plastics

Netherlands

7 Alcan Inc. Baa1 POS — BBB+ NEG — Nonferrousmetals/

minerals

Canada

8 Alcoa Inc. A2 NEG — BBB+ — STABLE Nonferrousmetals/

minerals

USA

9 Alinta Lga Ltd Baa2 NEG — BBB NEG — Utilities Australia

10 Altadis Sa Baa2 NEG — BBB NEG — Beverage andtobacco

Spain

11 Amcor Ltd Baa2 — STABLE BBB — STABLE Containersand glassproducts

Australia

12 Anadarko PetroleumCorporation

Baa3 — NEG BBB- — STABLE Oil and gas USA

13 Arcelor Finance Baa3 — STABLE BBB − POS Steel Luxembourg

14 Arrow Electronics,Inc.

Baa3 — POS BBB- — STABLE Electronics/Electric

USA

15 Autozone, Inc. Baa2 — STABLE BBB+ — STABLE Retailers(other thanfood and

drug)

USA

16 BritishTelecommunicationsPublic LimitedCompany

Baa1 — STABLE BBB+ — STABLE Telecom UnitedKingdom

19



(as at20 July2007)


(as at 20July

2007)


(as at20 July2007)

Ratinggiven by

S&P(as at

20 July2007)

Ratinggiven by

S&P’sWatch(as at

20 July2007)

Ratinggiven by

S&P’sOutlook

(as at20 July2007)



17 Cadbury SchweppesPublic LimitedCompany

Baa2 — — BBB POS — Beverage andtobacco

UnitedKingdom

18 Capital One Bank A2 — STABLE A- — POS FinancialIntermediaries

USA

19 Cardinal Health, Inc. Baa2 — STABLE BBB — POS Food/drugretailers

USA

20 Casino Guichard-Perrachon

NR — — BBB- — STABLE Food/drugretailers

France

21 CBS Corporation Baa3 — STABLE BBB — STABLE Broadcastradio andtelevision

USA

22 Centurytel, Inc. Baa2 — STABLE BBB — NEG Telecom USA

23 CharteredSemiconductorManufacturing Ltd.

Baa3 — STABLE BBB- — STABLE Electronics/electric

Singapore

24 Ciba SpecialtyChemicals HoldingInc.

Baa2 — STABLE BBB — STABLE Chemical/plastics

Switzerland

25 Cit Group Inc. A2 — STABLE A — STABLE FinancialIntermediaries

USA

26 Coles Group Limited Baa2 — — BBB POS — Food/drugretailers

Australia

27 Comcast CableCommunications,LLC

Baa2 — STABLE BBB+ — STABLE Cabletelevision

USA

28 Compagnie DeSaint-Gobain

Baa1 — STABLE BBB+ — NEG Building anddevelopment

France

29 Compass Group Plc Baa2 — NEG BBB+ — STABLE Food service UnitedKingdom

30 Computer SciencesCorporation

Baa1 — STABLE A- — NEG Businessequipment

and services

USA

31 Conagra Foods, Inc. Baa2 — STABLE BBB+ — NEG Foodproducts

USA

32 ContinentalAktiengesellschaft

Baa1 — STABLE BBB+ — STABLE Automotive Germany

33 CoxCommunications,Inc.

Baa3 — STABLE BBB- — POS Cabletelevision

USA

34 CSR Limited Baa1 NEG — BBB+ NEG — Building anddevelopment

Australia

35 CSX Corporation Baa3 — STABLE BBB- — STABLE Rail industries USA

36 Daimler Chrysler AG Baa1 — POS BBB POS — Automotive Germany

37 Deutsche LufthansaAktiengesellschaft

Baa3 — POS BBB — STABLE Air transport Germany

38 Deutsche TelekomAG

A3 — STABLE A- — NEG Telecom Germany

39 DSG InternationalPlc

Baa2 NEG — NR — — Retailers(other thanfood and

drug)

UnitedKingdom

20



(as at20 July2007)


(as at 20July

2007)


(as at20 July2007)

Ratinggiven by

S&P(as at

20 July2007)

Ratinggiven by

S&P’sWatch(as at

20 July2007)

Ratinggiven by

S&P’sOutlook

(as at20 July2007)



40 Eastman ChemicalCompany


USA

41 Embarq Corporation Baa3 — STABLE BBB- — NEG Telecom USA

42 Experian FinancePlc

Baa1 — NEG BBB+ — STABLE Retailers(other thanfood and

drug)

UnitedKingdom

43 FederatedDepartment Stores,Inc.

Baa2 — STABLE BBB — STABLE Retailers(other thanfood and

drug)

USA

44 Foster’s GroupLimited

Baa2 — STABLE BBB — STABLE Beverage andtobacco

Australia

45 Genting Bhd. Baa1 — STABLE BBB+ NEG — Hotels/motels/inns andcasinos

Malaysia

46 GKN Holdings Plc Baa3 — STABLE BBB — STABLE Automotive UnitedKingdom

47 GlencoreInternational Ag

Baa3 — STABLE BBB- — POS Nonferrousmetals/

minerals

Switzerland

48 GPT Re Limited asresponsible entity ofthe General PropertyTrust

Baa1 — STABLE BBB+ — STABLE REIT Australia

49 GS CaltexCorporation

Baa1 — STABLE BBB+ — STABLE Oil and gas Korea

50 Hanson Plc Baa1 NEG — BBB+ NEG — Building anddevelopment

UnitedKingdom

51 Hellenic Tele-communicationsOrganisation SocieteAnonyme

Baa1 — STABLE BBB+ — NEG Telecom Greece

52 Hyundai MotorCompany

Baa3 — STABLE BBB- — STABLE Automotive Korea

53 IAC/Interactivecorp Baa3 — STABLE BBB- — STABLE Telecom USA

54 ICICI Bank Limited Baa2 — STABLE BBB- — STABLE FinancialIntermediaries

India

55 Imperial CemicalIndustries Plc

Baa2 — STABLE BBB — POS Chemical/plastics

UnitedKingdom

56 Ingersoll-RandCompany

A3 — NEG NR — — Industrialequipment

USA

57 International PaperCompany

Baa3 — STABLE BBB — STABLE Forestproducts

USA

58 J. C. PenneyCompany, Inc.

Baa3 — POS BBB- — POS Retailers(other thanfood and

drug)

USA

59 Kingfisher Plc Baa3 — STABLE BBB- — STABLE Retailers(other thanfood and

drug)

UnitedKingdom

60 Koninklijke DSMN.V.

A2 — STABLE A- — STABLE Chemical/Plastics

Netherlands

21



(as at20 July2007)


(as at 20July

2007)


(as at20 July2007)

Ratinggiven by

S&P(as at

20 July2007)

Ratinggiven by

S&P’sWatch(as at

20 July2007)

Ratinggiven by

S&P’sOutlook

(as at20 July2007)



61 Koninklijke KPN N.V. Baa2 — STABLE BBB+ — NEG Telecom Netherlands

62 Kraft Foods Inc. Baa1 NEG — A — NEG Foodproducts

USA

63 Lafarge SA Baa2 — STABLE BBB — STABLE Building anddevelopment

France

64 Lend LeaseCorporation Ltd

Baa3 — STABLE NR — — Building anddevelopment

Australia

65 Limited Brands, Inc. Baa3 — STABLE BBB- — NEG Retailers(other thanfood and

drug)

USA

66 Macquarie BankLimited

A1 — STABLE A — STABLE FinancialIntermediaries

Australia

67 Marks and SpencerP.L.C.

Baa2 — STABLE BBB — STABLE Retailers(other thanfood and

drug)

UnitedKingdom

68 MarriottInternational, Inc.

Baa2 — STABLE BBB+ — STABLE Hotels/motelsinns andcasinos

USA

69 Marsh & MclennanCompanies, Inc.

Baa2 — NEG BBB — NEG Insurance USA

70 MarubeniCorporation

Baa2 — STABLE BBB- — POS Conglomerates Japan

71 MBIA InsuranceCorporation

Aaa — STABLE AAA — STABLE Insurance USA

72 MckessonCorporation

Baa3 — STABLE BBB — POS Health care USA

73 MeadwestvacoCorporation

Baa3 — NEG BBB — STABLE Forestproducts

USA

74 Metro AG Baa2 — STABLE BBB — STABLE Retailers(other thanfood and

drug)

Germany

75 Motorola, Inc. Baa1 — NEG A- NEG — Telecom USA

76 Norfolk SouthernCorporation

Baa1 — POS BBB+ — STABLE Rail industries USA

77 Pccw-HKTTelephone Limited

Baa2 — POS BBB — STABLE Telecom Hong Kong

78 Pearson Plc Baa1 — STABLE BBB+ — STABLE Publishing UnitedKingdom

79 Pioneer Corporation Baa1 — STABLE BBB- — NEG Electronics/electric

Japan

80 Promise Co., Ltd. A2 — STABLE BBB+ — NEG FinancialIntermediaries

Japan

81 Publishing andBroadcasting Limited

Baa1 NEG — BBB+ NEG — Broadcastradio andtelevision

Australia

82 Qantas AirwaysLimited

Baa1 — NEG BBB+ — NEG Air transport Australia

83 R.R. Donnelley &Sons Company

Baa2 — NEG BBB+ — STABLE Publishing USA

84 Radian Group Inc. A2 POS — A — STABLE Insurance USA

22



(as at20 July2007)


(as at 20July

2007)


(as at20 July2007)

Ratinggiven by

S&P(as at

20 July2007)

Ratinggiven by

S&P’sWatch(as at

20 July2007)

Ratinggiven by

S&P’sOutlook

(as at20 July2007)



85 Reed Elsevier Plc NR — — A- — STABLE Publishing UnitedKingdom

86 Reliance IndustriesLimited


India

87 Resona Bank,Limited

A1 — STABLE A- — POS FinancialIntermediaries

Japan

88 Rinker GroupLimited

Baa2 — NEG BBB — NEG Building anddevelopment

Australia

89 Safeway Inc. Baa2 — NEG BBB- — STABLE Food/drugretailers

USA

90 Safeway Limited Baa2 — STABLE NR — — Food/drugretailers

UnitedKingdom

91 Sanyo ShinpanFinance Co., Ltd.

NR — — BBB — NEG FinancialIntermediaries

Japan

92 Sara LeeCorporation

Baa1 — NEG BBB+ — STABLE Foodproducts

USA

93 Shinsei Bank,Limited

A2 — STABLE A- — STABLE FinancialIntermediaries

Japan

94 Southwest AirlinesCo.

Baa1 — STABLE A NEG — Air transport USA

95 Sprint NextelCorporation

Baa3 — STABLE BBB — NEG Telecom USA

96 Starwood Hotels &Resorts Worldwide,Inc.

Baa3 — STABLE BBB- — STABLE Hotels/motels/inns andcasinos

USA

97 State Bank of India Baa2 — STABLE BBB- — STABLE FinancialIntermediaries

India

98 Stora Enso Oyj Baa3 — NEG BBB — NEG Forestproducts

Finland

99 Svenska CellulosaAktiebolaget SCA

Baa1 — NEG BBB+ — STABLE Forestproducts

Sweden

100 Takefuji Corporation Baa1 — STABLE BBB — NEG FinancialIntermediaries

Japan

101 Tate & Lyle PublicLimited Company

Baa2 — STABLE BBB — STABLE Foodproducts

UnitedKingdom

102 Telecom Italia Spa Baa2 — NEG BBB+ — NEG Telecom Italy

103 Telefonica SA Baa1 — STABLE BBB+ — STABLE Telecom Spain

104 The Aromatics(Thailand) PublicCompany Limited


Thailand

105 The Kroger Co. Baa2 — STABLE BBB- — POS Food/drugretailers

USA

106 The Sherwin-Williams Company

A3 — NEG A- — NEG Chemical/plastics

USA

107 Thomson Baa2 — NEG BBB- — STABLE Electronics/electric

France

108 Thyssenkrupp AG Baa2 — POS BBB — STABLE Steel Germany

109 Time Warner Inc. Baa2 — STABLE BBB+ — NEG Leisure USA

110 Union PacificCorporation

Baa2 — STABLE BBB — STABLE Rail industries USA

23



(as at20 July2007)


(as at 20July

2007)


(as at20 July2007)

Ratinggiven by

S&P(as at

20 July2007)

Ratinggiven by

S&P’sWatch(as at

20 July2007)

Ratinggiven by

S&P’sOutlook

(as at20 July2007)



111 United Utilities Plc A3 NEG — A NEG — Utilities UnitedKingdom

112 Universal HealthServices, Inc.

Baa3 — STABLE BBB- — STABLE Health care USA

113 Upm-Kymmene Oyj Baa2 — NEG BBB — STABLE Forestproducts

Finland

114 Valeo SA Baa2 — NEG NR — — Automotive France

115 Valero EnergyCorporation

Baa3 — POS BBB — STABLE Oil and gas USA

116 Veolia Environment A3 — STABLE BBB+ — STABLE Utilities France

117 Victor Company ofJapan, Limited

Baa2 — NEG BBB- — NEG Electronics/electric

Japan

118 Vinci Baa1 — STABLE BBB+ — NEG Building anddevelopment

France

119 Vivendi Baa2 — STABLE BBB — STABLE Leisure France

120 Vodafone GroupPublic LimitedCompany

Baa1 — STABLE A- — STABLE Telecom UnitedKingdom

121 Wesfarmers Limited NR — — A- NEG — Conglomerates Australia

122 WeyerhaeuserCompany

Baa2 — STABLE BBB NEG — Forestproducts

USA

123 WhirlpoolCorporation

Baa2 — STABLE BBB — STABLE Homefurnishings

USA

124 Wolters Kluwer N.V. Baa1 — NEG BBB+ — STABLE Publishing Netherlands

125 XL Capital Ltd A3 — STABLE A- — STABLE Insurance Bermuda

The address, nature of business and website of the Reference Entities is provided in Appendix 3 —Additional Information about the Reference Entities in the Model Portfolio. You can find furtherinformation, such as operations and financial condition, about each corporate Reference Entity on thewebsites listed therein.

The information on these websites is not part of this Pricing Statement or the Base Prospectus and anysupplementary pricing statement(s) (if any)) and none of the Issuer, the Programme Arranger and theDealer accepts any responsibility for such information, including whether that information is accurate,complete or up-to-date.

24

Below is a diagram showing the industry distribution of the Reference Entities in the Model Portfolio.

10.40%

9.60%

7.20%

6.40%

5.60%

4.80%

4.80%

4.00%

4.00%

3.20%

3.20%

3.20%

3.20%

2.40%

2.40%

2.40%

2.40%

2.40%

2.40%

1.60%

1.60%

1.60%

1.60%

1.60%

1.60%

1.60%

1.60%

0.80%

0.80%

0.80%

0.80%

0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00%

Telecom

Retailers (other than food and drug)

Building and development

Forest products

Electronics/electric

Hotels/motels/inns and casinos

Publishing

Beverage and tobacco

Oil and gas

Utilities

Business equipment and services

Conglomerates

Home furnishings

Steel

Food service

REIT

Below is a diagram showing the geographical distribution of the Reference Entities in the ModelPortfolio.

37.60%

37.60%

15.20%

9.60%

25

Below is a diagram showing the ratings distribution of the Reference Entities in the Model Portfolio

0.80% 0.00% 0.00% 0.00% 0.00%

4.80%

10.40%

28.00%

Distribution of Reference Entities by Standard & Poor’s Ratings

33.60%

18.40%

4.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

35.00%

40.00%

AAAAA+

AAAA-

A+ A A-

BBB+BBB

BBB-NR

0.80% 0.00% 0.00% 0.00% 1.60%

6.40% 5.60%

22.40%

38.40%

20.80%

4.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

35.00%

40.00%

45.00%

Aaa Aa1 Aa2 Aa3 A1 A2 A3 Baa1 Baa2 Baa3 NR

Distribution of Reference Entities by Moody’s Ratings

You can find more information about the Reference Entities in the Model Portfolio in Appendix 3 —Additional Information about the Reference Entities in the Model Portfolio.

You should note that the Model Portfolio is strictly meant to be an indication of the possible compositionof the Final Portfolio. In the event that any of the Reference Entities included in the Model Portfolioceases to satisfy the Portfolio Criteria on the Fixing Date, such Reference Entity shall be replaced withanother Reference Entity which satisfies the Portfolio Criteria as at the Fixing Date. In addition, theIssuer may, in its sole and absolute discretion, replace a Reference Entity (up to a maximum of ten suchReference Entities) in the Model Portfolio with a new Reference Entity which satisfies the PortfolioCriteria and has an equal or better rating as compared to the Reference Entity being replaced as at theFixing Date. Accordingly, there is no assurance that the composition of the Final Portfolio will be thesame as that of the Model Portfolio.

The Final Portfolio

The Final Portfolio will only be fixed on the Fixing Date. As at the Fixing Date, all the Reference Entitiesin the Final Portfolio will comply with the Portfolio Criteria. In deciding whether to invest in the Notes,you should assume that the Final Portfolio may be different from the Model Portfolio and suchdifferences may result in the risk profile of the Final Portfolio being different from the risk profile of theModel Portfolio. There is no assurance that the composition of the Final Portfolio will be the same asthat of the Model Portfolio. The Issuer will notify the Distributors of the composition of the Final Portfolioas soon as practicable on or after the Fixing Date. You will have to rely on your Distributor to inform youof the composition of the Final Portfolio.

26

After the Fixing Date, the composition of the Final Portfolio will be static and no changes will be madesave that the composition may change in the event a Succession Event occurs. These SuccessionEvents include mergers, demergers, spin-offs and similar corporate reorganisations. Please seeAppendix 1 — Form of Pricing Supplement for further details.

In addition, you should note that there is no requirement that any of the Reference Entities continue tocomply with the Portfolio Criteria after the Fixing Date.

None of the Reference Entities in the Final Portfolio when fixed on the Fixing Date will be related to theIssuer or to Merrill Lynch. However, Merrill Lynch may, from time to time, engage in investment bankingand other activities with any of the Reference Entities in the Final Portfolio or any of their respectiveaffiliates, or may trade (for their own account or for the accounts of others) in the equity securities ordebt obligations of any of the Reference Entities in the Final Portfolio.

General Note on Credit Ratings

All credit ratings shown have been assigned by Moody’s and Standard & Poor’s as of 20 July 2007 asindicated above. There can be no assurance that any stated credit rating will remain in effect for anygiven period or that any such rating will not be revised by the relevant rating agency in the future if, inthe relevant rating agency’s judgment, circumstances so warrant. Credit ratings can change if therelevant rating agency thinks that the credit quality of a rated entity or obligation has increased ordecreased. A downward revision of a credit rating however does not in itself constitute a Credit Eventunder the Notes.

There is a brief guide as to what credit ratings mean in “Appendix 4 — A brief guide to Credit Ratings”.

The information on the Reference Entities above is derived from publicly available sources publishedby Moody’s and Standard & Poor’s. None of the Issuer, its directors, the Programme Arranger and theDealer has obtained the specific consents of Moody’s and Standard & Poor’s for the inclusion of suchinformation in this Pricing Statement. Accordingly, neither Moody’s nor Standard & Poor’s would beliable for the information included in this Pricing Statement. None of the Issuer, its directors, theProgramme Arranger and the Dealer has verified the accuracy of the information and accordingly, noneof the Issuer, its directors, the Programme Arranger and the Dealer makes any representations as tothe accuracy or reliability of the information, save that the Issuer, its directors, the Programme Arrangerand the Dealer have taken reasonable care to accurately extract and/or reproduce such information inits proper form and context.

Access to Information on the Reference Entities

None of the Issuer, the Programme Arranger and the Dealer has special access to information aboutthe Reference Entities in the Model Portfolio or, as the case may be, in the Final Portfolio. You must relyon publicly available information about them in deciding whether to buy or hold the Notes. Each of theReference Entities is required to keep its public disclosure up-to-date by its principal listing exchangeor regulator. You can find information about the Reference Entities on their websites, which are listedin Appendix 3 — Additional Information about the Reference Entities in the Model Portfolio. Informationon the Reference Entities’ ratings can be obtained from the website of Standard & Poor’s atwww.standardandpoors.com and the website of Moody’s at www.moodys.com. A fee may be payableto access such information from these websites.

The information on these websites is not part of this Pricing Statement or the Base Prospectus andnone of the Issuer, its directors, the Programme Arranger and the Dealer accepts any responsibility forsuch information, including whether that information is accurate, complete or up-to-date.

27

Except for the disclosure on the credit ratings of the Reference Entities as of 20 July 2007, none of theIssuer, the Programme Arranger and the Dealer has conducted or will be conducting independentinvestigations on the Reference Entities in respect of (i) any legal or regulatory provisions which maymaterially affect the performance of the Reference Entities or the Obligations, (ii) any significantrepresentations and warranties made concerning the Reference Entities or the Obligations by any partyand the remedies available if such representations and warranties are breached, (iii) any materialcross-default provisions relating to the Obligations, (iv) the nature and extent of exposure of theReference Entities or the Obligations to any other entity and (v) the material terms or agreementsinvolving the Reference Entities or the Obligations. None of the Issuer, the Programme Arranger andthe Dealer makes any representations as to the Reference Entities or the Obligations. None of theIssuer, the Programme Arranger and the Dealer will keep you informed of any material development inrelation to the businesses of the Reference Entities.

Investors should make their own investigations and analysis of the Reference Entities or theObligations.

28

HOW CAN I BUY SOME NOTES?

You can buy the Notes from any of the Distributors listed here. Call one of the Distributors’ hotlinesbelow to find out more about how to buy from a Distributor or to get a list of branches where you canplace your order for the Notes. You can also find out how to get a copy of the Base Prospectus by callingany of the hotlines during normal business hours.

Distributor Hotline Number

ABN AMRO Bank N.V., Singapore Branch 1800 ABN AMRO (226 2676)

CIMB-GK Securities Pte Ltd 1800 538 9889

Citibank Singapore Limited 6333 9000

Kim Eng Securities Pte. Ltd. 6226 0300

OCBC Securities Private Limited 6538 4775

Phillip Securities Pte Ltd 6531 1603

UOB Kay Hian Private Limited 6536 9338

The Issuer may appoint additional distributors in relation to the Offer on or after the date of this PricingStatement. You may request for the names and addresses of such distributors (if any) by going to theoffices of the Programme Arranger at 1 Temasek Avenue #28-01 Millenia Tower Singapore 039192during normal business hours and not on Saturdays, Sundays or public holidays. References in thisPricing Statement to the “Distributor” or “Distributors” shall be deemed to refer to and/or include anysuch additional distributors appointed on or after the date of the Pricing Statement.

How long is the Offer open? When will the Notes be issued?

Below is the offering and issue timetable. The Offer is for a limited period only. The Issuer may closethe Offer early, or allow more time, without prior notice. The Issuer also reserves the right to cancel theOffer or to change the Issue Date of the Notes. The Issuer will fix the Issue Size in its discretionaccording to market demand.

Offer opens: 9:00 a.m. on 30 July 2007

Offer closes: Expected to be 4:30 p.m. on 27 August 2007

Fixing Date: Expected to be 3 September 2007

Issue Date: Expected to be 11 September 2007 (subject to change if the Issuer extends orshortens the Offer period). In the event of any change to the Issue Date, theIssuer will inform the Distributors who will in turn inform you

The Issuer intends to issue two tranches of Notes: a tranche of SGD Notes and a tranche of USDNotes. Each tranche will be treated by the Issuer separately. For example, the Issuer might extend orshorten the Offer period for one tranche but not the other tranche, or the Issuer may cancel one tranchebut not the other tranche. The Issuer reserves the right to close the Offer early without prior noticewhere market conditions become adverse. The Issuer also reserves the right to cancel the Offer so longas the Notes have not been issued.

You should contact the Distributor with whom you have made an application for the relevant Notes forinformation relating to the Offer period and/or the Issue Date as the Issuer will not make any publicannouncement of any change in the Offer period and/or the Issue Date.

29

Do I need an application form?

Yes. An application form for the Notes will be issued by the Issuer (the “Notes Application Form”).

The Distributor with which you place your order will ask you to fill in the Notes Application Form and tomake a series of confirmations and acknowledgements, including that:

• you have read and understood the Base Prospectus together with the relevant Pricing Statementand any supplement thereto for the Notes you want to buy;

• you accept that none of the Issuer, its directors, the Programme Arranger and the Dealer acceptsany responsibility for the provision of services, including custody services, by your Distributor;

• you commit to pay the purchase price for the Notes up to the amount of Notes you apply for;

• you understand and agree that the Issuer is not required to, and will not, appoint an auditor andtherefore, any profit and loss account and balance sheet lodged by the Issuer with the Authorityand the Trustee will not be audited by any independent third party;

• you are not located within the United States and are not a U.S. Person within the meaning ofRegulation S under the Securities Act (which includes any person resident in the United Statesand any partnership or corporation organised or incorporated under the laws of the United States);and

• the Final Portfolio will only be fixed on the Fixing Date and you accept that your application for theNotes cannot be withdrawn, notwithstanding that the composition and risk profile of the FinalPortfolio may be different from those of the Model Portfolio.

Your Distributor may require additional confirmations too.

Your relationship with your Distributor is governed by the customer agreement you sign with theDistributor and is not controlled by the Issuer, its directors, the Programme Arranger and the Dealer orby anything in the Base Prospectus or this Pricing Statement.

Ask your Distributor to clarify if you are concerned about this.

The Notes are not available to U.S. Persons.

Can I apply for the Notes using the moneys in my SRS account?

The Notes are not SRS eligible. Accordingly, you cannot apply for the Notes using the moneys in yourSRS account.

How do I hold my Notes? What must I rely on my Distributor to do for me?

The Notes will be issued in registered form. The Issuer does not intend to issue Definitive Notes for theNotes.

The Notes are cleared through CDP and will be held by CDP directly. Your interest in the Notes will becredited by book-entry to either your direct Securities Account with CDP or to your securitiessub-account with your Depository Agent. The Distributors may be Depository Agents and where youchoose not to hold the Notes in your direct Securities Account, you may choose to open a securities orinvestment account with them. Your Distributor may further choose to hold the Notes through eitherCDP or Euroclear. Please speak to your Distributors for more details on how this may impact you.

Discuss this with your Distributor and shop around if you wish: Distributors charge varying fees to openand maintain these accounts and have different arrangements for processing orders. Ensure you arefamiliar with the standard terms and conditions which your Distributor will apply to your account. Askyour Distributor if you are not familiar with these arrangements.

30

The Notes will be cleared through CDP. It is expected that CDP will send to each successful applicant,at his own risk, within 10 Singapore Business Days after the close of the application list, a statementshowing that his Securities Account has been credited with the principal amount of Notes allocated tohim. You should note that where you are holding Notes through your Depository Agent, CDP will sendsuch statements to your Depository Agent and not to you. In such a case, you will have to rely on yourDepository Agent to inform you accordingly.

The Issuer will make payments of principal and the Interest Coupon (if any) on the Notes through CDP.If the Notes are held in your direct Securities Account, you will have to rely on CDP to ensure thatpayments on your Notes are credited to the bank account that is linked to your direct SecuritiesAccount; if the Notes are held by a Depository Agent in your securities sub-account, you will have torely on your Depository Agent to ensure that payments on your Notes are credited to your account withyour Depository Agent.

None of the Issuer, its directors, the Programme Arranger, the Dealer, Merrill Lynch, the Trustee andThe Hongkong and Shanghai Banking Corporation Limited, in its capacities as Issuing and PayingAgent, Transfer Agent, Registrar and Custodian, accepts any responsibility for the services provided toyou by your Distributor.

What are the arrangements with the Distributors? Is the Offer underwritten?

The Distributors listed in this Pricing Statement have been appointed to take orders for the Notes. Theywill be paid a commission based on the amount of Notes they sell.

There are no soft commission or rebate arrangements between the Issuer or the Programme Arrangeror the Dealer and any of the Distributors.

The Offer is not underwritten.

Are Notes available only from the Distributors?

If you wish to purchase the Notes, you must contact one of the Distributors as the Notes are only offeredthrough the Distributors. However, the Issuer may make arrangements for the Notes to be sold throughother channels, whether in Singapore or abroad. Offers of Notes made through other channels couldbe made at a lower Issue Price, or on other terms, than are available to other prospective investors whobuy Notes from a Distributor specified herein. For example, the Issuer may sell the Notes to privatebanks on terms different from those offered in a Pricing Statement. The private banks may then sell theNotes to their customers on any terms they choose.

When and how should I make payment for the Notes?

Your Distributor will discuss with you how payment should be made on the Notes. The Issuer will onlycollect moneys from the Distributors after the Fixing Date when the results of the allocation havealready been decided. At the time of application, you may be required to (i) sign a direct debitauthorisation to your Distributor for the subscribed amount of the Notes; (ii) maintain an accountbalance with your Distributor until the Issue Date; or (iii) deposit funds, which will be held on your behalfby the Distributor, into a designated account. Upon successful allocation, your funds will be debited byyour Distributor in an amount equal to the principal amount of the Notes allocated to you. Please talkto your Distributor about the specific arrangements for payment.

31

How will I know that I am successful in my application? Will I be refunded the excess moneysof my application?

On successful allocation, you will be informed by your Distributor as to the amount of the Notes youhave been allocated. Contact your Distributor for details on how they will inform you. None of the Issuer,its directors, the Programme Arranger and the Dealer will be, or will be responsible for, publishing theresults of the allocation in any newspapers.

If you made payment by way of a direct debit authorisation to your Distributor or a deposit of funds heldon your behalf by your Distributor, and such application is accepted in part only, the balance of yourapplications moneys will generally be refunded by ordinary post at your own risk (without interest or anyshare of revenue or other benefit) within 14 Singapore Business Days after the close of the Offer,provided that the direct debit authorisation accompanying such application has been honoured andsuch moneys have been received in the designated account or that the funds have been received bythe Distributor in the designated account. Otherwise, your Distributor will only collect moneys from youupon successful allocation of the Notes to you.

You should note that the Distributors are responsible for the refund of the application moneys forunsuccessful or partially successful applications. The refund procedures and mechanism are ultimatelydependent on your agreement with the Distributor. Please check with your Distributor as to how itintends to refund your moneys in the event of an unsuccessful or partially successful application.

32

MORE INFORMATION ABOUT THE NOTES

Who is the Issuer?

The Issuer was registered and incorporated on 13 October 2006 as an exempted company in theCayman Islands with limited liability under the Companies Law (2004 Revision) of the Cayman Islands,registration number DB-175608. Its sole purpose and business is to issue notes under the Programme.The Issuer is not regulated or authorised by the Authority.

What does Credit-linked mean?

The return on the Notes reflects that you will be assuming exposure to the credit risks of all theReference Entities comprising the Final Portfolio. In this regard, the amount of the Interest Couponpayable on the Maturity Date of the Notes is dependent on the number of Credit Events that haveoccurred throughout the term of the Notes. Please see “Interest Coupon” under the section headed“The Credit-linked Notes at a Glance” for further details on how the number of Credit Events will affectthe amount of the Interest Coupon payable on the Maturity Date of the Notes.

Notwithstanding the above, you should note that no Interest Coupon on the Notes would be payable onthe Maturity Date upon (a) the exercise of the Issuer’s Call Option on any Call Option Redemption Dateor (b) early redemption of the Notes due to an Event of Default, taxation or other reasons.

However, payment of the principal of the Notes is not affected by the number of Credit Events that haveoccurred throughout the term of the Notes. Accordingly, the Issuer aims to redeem your Note at 100%of the principal amount of your Note, but you should note that redemption of your Note at 100% of theprincipal amount of your Note is not guaranteed.

The Issuer will redeem the Notes at 100% of the principal amount of each Note payable in fixedInstalment Amounts on each Instalment Date throughout the term of the Notes and at maturity, or ifearlier, the relevant Call Option Redemption Date following the exercise of the Issuer’s Call Optionunless, among other things, the Issuer redeems the Notes early due to an Event of Default, taxation orother reasons. In such event, the amount the Issuer will be able to pay back on the Notes will likely beless, and could be significantly less, than the principal amount of the Notes and may even be zero.

What are the Credit Events?

A Credit Event means, in summary, one or more of the following events or conditions (specified in theSwap Agreement as applicable to a Reference Entity), which event or condition occurs on or after theIssue Date and on or prior to the Scheduled Maturity Date:

• Bankruptcy, which includes certain defined circumstances which relate to the corporatedissolution, bankruptcy or insolvency of a Reference Entity or certain defined steps being takenwhich may lead to the corporate dissolution, bankruptcy or insolvency of a Reference Entity. ThisCredit Event shall not apply to a Reference Entity which is a sovereign;

• Failure to Pay, which includes the failure by a Reference Entity to make payment (in an aggregateamount of not less than U.S.$1,000,000 or its equivalent) under one or more defined types ofborrowing obligations when and where due;

• Repudiation/Moratorium, which includes an authorised officer of a Reference Entity or aGovernmental Authority rejecting in whole or in part or challenging the validity of borrowingobligations, or imposing a moratorium or standstill in respect of one or more borrowing obligations.This Credit Event shall apply only to a Reference Entity which is a sovereign; or

33

• Restructuring, which includes certain defined circumstances which relate to a change in the termsof one or more obligations of a Reference Entity resulting from an adverse change in the financialcondition of such Reference Entity. The change must affect an aggregate amount of not less thanU.S.$10,000,000 or its equivalent of obligations of that Reference Entity. An example may bewhen a Reference Entity has insufficient funds to be able to redeem outstanding bonds, so suchReference Entity agrees with the bondholders to defer redeeming those bonds until a date in thefuture.

A copy of the Swap Agreement (among other documents) is available for inspection at the registeredoffice of the Programme Arranger at 1 Temasek Avenue #28-01 Millenia Tower, Singapore 039192,during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) foras long as the Notes are outstanding.

The Swap Counterparty has the sole discretion to deliver a Credit Event Notice following theoccurrence of any of the above Credit Events. A Credit Event Notice shall be accompanied by a Noticeof Publicly Available Information.

You should take note that the above description is a summary intended to convey the general natureof the Credit Events and that the terms “Bankruptcy”, “Failure to Pay”, “Repudiation/Moratorium” and“Restructuring” have detailed technical definitions. The full definitions are set out in Schedule 2 to thePricing Supplement of Appendix 1 — Form of Pricing Supplement.

The Swap Counterparty may, but is not obliged, to deliver a Credit Event Notice following theoccurrence of a Credit Event and may determine the number of Credit Events that have occurred inrelation to the Notes throughout the term of the Notes. However, no more than one Credit Event shallbe taken into account for each Reference Entity in the Final Portfolio for the purposes of determiningthe number of Credit Events that have occurred throughout the term of the Notes. This means that ifa relevant Reference Entity in the Final Portfolio has more than one Credit Event throughout the termof the Notes, only one Credit Event will be taken into account and the rest of the Credit Events for thatrelevant Reference Entity which occur during the term of the Notes will be disregarded.

Notwithstanding that only one Credit Event will be taken into account in relation to each ReferenceEntity, in the event that as a result of Succession Event(s), two or more Reference Entities merge intoone Reference Entity (the “Merged Reference Entity”), the Swap Counterparty shall be able to takeinto account such numbers of Credit Events for the relevant Merged Reference Entity as are equal tothe number of Reference Entities that have merged into such Merged Reference Entity. This meansthat if a relevant Merged Reference Entity in the Final Portfolio was formed as a result of threeReference Entities merging pursuant to Succession Event(s), up to three Credit Events will be takeninto account by the Swap Counterparty and the rest of the Credit Events for that relevant MergedReference Entity which occur during the term of the Notes will be disregarded.

A fall in the share price, non-payment of a dividend, a corporate re-organisation and a ratingsdowngrade of a Reference Entity are not, in themselves Credit Events.

Are the Notes principal protected?

Yes, the Notes are principal protected, that is, the Issuer aims to redeem your Note at 100% of theprincipal amount of your Note if you hold your Note to the Scheduled Maturity Date. However, youshould note that redemption of your Note at 100% of the principal amount of your Note is notguaranteed.

Should you sell your Note before the Scheduled Maturity Date or, as the case may be, before any ofthe Call Option Redemption Dates, or should the Issuer redeem the Notes early due to an Event ofDefault, taxation or other reasons, you may receive less, and probably substantially less, than theprincipal amount of your Note.

34

Who should buy the Notes? Are they suitable for everyone?

The Notes are designed for investors who:

• can accept holding on to the Notes for approximately 62⁄3 years unless the Issuer exercises theIssuer’s Call Option on any Call Option Redemption Date;

• understand and accept that the payments throughout the term of the Notes will be limited to thespecified Instalment Amounts payable on the relevant Instalment Dates (unless the Issuerexercises the Issuer’s Call Option on any Call Option Redemption Date to redeem the Notesearly);

• understand and accept that the Notes expose Noteholders to the credit risks of the ReferenceEntities in the Final Portfolio and that the Interest Coupon (if any) payable on the Maturity Dateis dependent on the number of Credit Events that occur throughout the term of the Notes andaccordingly, no Interest Coupon may be payable on the Maturity Date i.e. zero returns at the endof 62⁄3 years;

• are of the view that either no or a very low number of Credit Events will occur to any of theReference Entities in the Final Portfolio throughout the term of the Notes;

• understand and accept that the Model Portfolio is only meant as an indication of the likelycomposition of the Final Portfolio, that the Final Portfolio will only be fixed as at the Fixing Dateand the composition and risk profile of the Final Portfolio will possibly be different from the ModelPortfolio;

• understand and accept that the Notes may be redeemed early due to an Event of Default, taxationor other reasons at an amount which will be less and could be significantly less, than the principalamount of the Notes;

• understand and accept that the Scheduled Maturity Date may be extended to the ExtendedMaturity Date if the Issuer receives an Extension Notice from the Swap Counterparty. In suchevent, subject to the payments of the relevant Instalment Amount during the term of the Notes, thefinal Instalment Amount, which together with the previous payments of the Instalment Amountsconstitute the principal amount of the Notes, will only be received on the Extended Maturity Datetogether with the Interest Coupon, if any, and accepts that in the event that the Notes areredeemed on the Extended Maturity Date, no further interest on the Notes shall accrue from (andincluding) the Scheduled Maturity Date to (and including) the Extended Maturity Date;

• understand and accept that the Issuer has the sole discretion to exercise the Issuer’s Call Optionon any Call Option Redemption Date at the Call Option Redemption Amount and that the InterestCoupon otherwise payable on the Notes on the Maturity Date will not be payable on such optionalredemption; and

• understand and accept that the Notes are not principal guaranteed and that Noteholders may loseall or a substantial part of their investment in the Notes.

Can I sell my Notes before the Maturity Date?

You can contact one of the Distributors starting three months after the Issue Date to ask for a bid priceat which you can sell your Notes. These Distributors will then obtain a quote from the Market Agent, whowill quote prices provided by Merrill Lynch International on the last Singapore, London and New YorkBusiness Day of every week on a best efforts basis. In the event that you decide to sell your Notes atthe bid price quoted (if any), the Market Agent will buy your Notes through the Distributor you havecontacted. The Market Agent will be buying your Notes for and on behalf of Merrill Lynch International.Pursuant to the Merrill Lynch Exchange Option to be dated the Issue Date, any Note purchased by theMarket Agent for and on behalf of Merrill Lynch International may be surrendered to the Issuer forcancellation. Please refer to the Base Prospectus dated 15 November 2006 for more details on theMerrill Lynch Exchange Option.

35

In order to facilitate payments of the Interest Coupon (if any) on Maturity Date and Redemption of theNotes, the Market Agent will not be providing quotes of bid prices for a period starting (i) 15 SingaporeBusiness Days prior to the Scheduled Maturity Date and ending on the Scheduled Maturity Date and(ii) if applicable, the Scheduled Maturity Date and ending on the Extended Maturity Date (each, a“Black-out Period”) and consequently, you will not be able to sell your Notes during the Black-outPeriod.

Notwithstanding the above, you should note that these market making arrangements are limitedand do not assure an active trading market for the Notes. There can be no assurance that theMarket Agent will make a market in the Notes, or if it does so, that it will continue to do so.Accordingly, there can be no assurance that you will have access to a firm bid price for theNotes in a principal amount which you may wish to sell.

The price of the Notes will fluctuate depending on factors such as market interest rate movements, themarket for similar securities and the market’s views of the creditworthiness of the Reference Entitiescomprising the Final Portfolio.

If you try to sell your Notes before the Maturity Date, you may receive an offer which is less than theamount you invested; or you may not be able to sell your Notes at all.

The Notes are not listed and cannot be traded on the Singapore Exchange Securities Trading Limitedor on any other securities exchange.

Do I have to pay stamp duty on the Notes?

No, there is no stamp duty on issue or transfer of the Notes.

Who decides whether a Credit Event has occurred?

The Swap Counterparty may, but is not obliged, to deliver a Credit Event Notice following theoccurrence of a Credit Event, and may therefore determine whether a Credit Event has occurred inrespect of any Reference Entity throughout the term of the Notes.

How will I know whether a Credit Event has occurred?

In the event that a Credit Event occurs in respect of any Reference Entity and the Issuer receives aCredit Event Notice from the Swap Counterparty, the Issuer will arrange for the notice to be sentthrough CDP and you will have to rely on CDP or your Depository Agent to ensure the notice reachesyou. In instances where the Issuer has not made arrangements with CDP to forward such notices toyou, the Issuer may either issue or arrange for the issue of such notices to you. The Issuer may alsopublish such notices in a daily newspaper of general circulation in Singapore.

How will I know what the Interest Coupon will be?

Distributors will be notified by the Issuer as soon as the Calculation Agent has made a determination.

What is the Model Portfolio?

The Model Portfolio is an indication of what the composition of the Final Portfolio would be if it werefixed on or about the date of this Pricing Statement. The Model Portfolio has been included so as toprovide you with an idea of the composition of the Final Portfolio, which will only be fixed by the Issueron the Fixing Date. However, there is no assurance that the composition of the Final Portfolio will bethe same as that of the composition of the Model Portfolio. In the event that any of the ReferenceEntities included in the Model Portfolio ceases to satisfy the Portfolio Criteria on the Fixing Date, suchReference Entity shall be replaced with another Reference Entity which satisfies the Portfolio Criteriaas at the Fixing Date. In addition, the Issuer may, in its sole and absolute discretion, replace a

36

Reference Entity (up to a maximum of ten such Reference Entities) in the Model Portfolio with a newReference Entity which satisfies the Portfolio Criteria and has an equal or better rating as compared tothe Reference Entity being replaced as at the Fixing Date. In deciding whether to invest in the Notes,you should assume that the composition of the Final Portfolio may be different from that of the ModelPortfolio. You should also assume that the risk profile of the Final Portfolio may be different from theModel Portfolio due to such differences.

How will I know what the Final Portfolio will be?

The Issuer will notify the Distributors of the composition of the Final Portfolio as soon as practicable onor after the Fixing Date. You will have to rely on your Distributor to inform you of the composition of theFinal Portfolio.

What is the Issuer’s Call Option?

The Issuer’s Call Option gives the Issuer the right to redeem all, but not part, of the SGD Notes and/orthe USD Notes early on any Call Option Redemption Date at the Call Option Redemption PrincipalAmount plus the Call Option Redemption Interest Amount applicable as at the relevant Call OptionRedemption Date, the “Call Option Redemption Amount”. The Issuer may or may not exercise its CallOption. There is no obligation imposed on the Issuer to exercise its Call Option.

The Issuer will treat the SGD Notes and the USD Notes separately for the purposes of the Issuer’s Calloption, i.e. the Issuer may exercise its option to redeem the SGD Notes early but not the USD Notesor vice versa.

You do not have a right to require the Issuer to redeem your Notes on any of the Call OptionRedemption Dates at the relevant Call Option Redemption Amount.

Investing in the Notes means I take the credit risk of the Reference Entities in the Final Portfolio,but what if the Reference Entities change or a Reference Entity is replaced with more than oneSuccessor? Will the Notes become more risky?

The Reference Entities in the Final Portfolio will only be changed upon the occurrence of a SuccessionEvent, such as a merger, de-merger, spin-off or similar corporate reorganisation. A replacement orsuccessor Reference Entity could have a different, and worse, credit rating than the predecessorReference Entity.

Also, it is possible that a Reference Entity could be replaced with more than one Successor, each ofwhich will be treated for all purposes as a Reference Entity. If this happens, the risk relating to the Noteswill increase because you would then take on the credit risk of more than the original 125 ReferenceEntities in the Final Portfolio.

If a Reference Entity is replaced with one or more Successor(s), the Issuer will arrange for the noticeto be sent through CDP and you will have to rely on CDP or your Depository Agent to ensure the noticereaches you. In instances where the Issuer has not made arrangements with CDP to forward suchnotices to you, the Issuer may either issue or arrange for the issue of such notices to you. The Issuermay also publish such notices in a daily newspaper of general circulation in Singapore.

Where can I find more information about the Issuer and the Notes?

The Notes are issued under the Programme described in the Base Prospectus. Please read the BaseProspectus (and any other supplementary base prospectus(es) (if any)) together with this PricingStatement (and any supplementary pricing statement(s) (if any)) carefully before you decide whetherto buy the Notes. The Base Prospectus contains important information, including information about:

• Jubilee Global Finance Limited as the Issuer.

37

• Merrill Lynch International as the Swap Counterparty.

• The security arrangements for the Notes.

• Risk factors of buying the Notes.

• Cayman Islands taxation issues in relation to the Notes.

• The arrangements for holding and transferring the Notes in CDP, Euroclear and Clearstream,Luxembourg and how payments and notices are to be made while the Notes are held by CDP orin Euroclear and Clearstream, Luxembourg.

• The Master Conditions, including what happens if the Issuer defaults and the role of the Trustee.

• The general procedure for buying the Notes through a Distributor, how your Distributor will holdyour Notes and receive notices and payments from the Issuer on your behalf, and how you mustrely on your Distributor to forward such notices and payments to you.

You can ask for a printed copy of the Base Prospectus at any Distributor listed herein, or you can pickup a copy during normal business hours from the offices of the Programme Arranger at 1 TemasekAvenue #28-01 Millenia Tower Singapore 039192.

None of the Issuer, its directors, the Programme Arranger and the Dealer has authorised anyone to giveyou any information about the Notes other than the information set out in this Pricing Statement and theBase Prospectus. You should not rely on any other information other than those set out herein and inthe Base Prospectus.

When were the Notes authorised?

The Offer and the issue of the Notes were authorised by the directors of the Issuer on 10 July 2007.

Where can I see the legal documentation for the Notes?

For as long as offers are made under the Programme and while any Note issued under the Programmeis still outstanding, you can read copies of the contracts which set up the Programme, including:

• the legally binding terms and conditions of the Notes offered by this Pricing Statement;

• the documents listed as display documents in the Base Prospectus; and

• this Pricing Statement,

by going to the offices of the Programme Arranger at 1 Temasek Avenue #28-01 Millenia TowerSingapore 039192.

These offices are open only during normal business hours and not on Saturdays, Sundays or publicholidays.

A reasonable fee will be charged if you want to take photocopies of any of the documents.

You can find out more about how the legal documentation works by reading the Base Prospectus.

38

INFORMATION ON THE SECURITY ARRANGEMENTS FOR THE NOTES

The Notes are secured, limited recourse obligations of the Issuer. Below is a summary of the securityarrangements for the Notes and should be read in conjunction with, and is qualified in its entirety by thedetailed information set out in the Base Prospectus, the terms of the Trust Deed, the Master Conditionsand the Pricing Supplement.

Structure of the Notes

The structure of the Notes is illustrated as follows:

Noteholders

Issue proceeds(in SGD and USD)

Payments of principal and Interest Coupon (if any) in SGD and USD under the Notes

Jubilee GlobalFinance Limited

(the Issuer)

Issue proceeds (in USD)to buy the Securities(denominated in USD)

Principal (in USD) andinterest payments (in USD)under the Securities

Merrill Lynch & Co. Inc(Issuer of the Securities)

Merrill LynchInternational

(Swap Counterparty)

Currency swap pursuant to the Swap Agreement to swap SGD issue proceedsof the SGD Notes to USD or, as the case may be, to swap principal of the Securities (in USD) to SGD

Payments (in SGD and USD) pursuant to theSwap Agreement to pay the Interest Coupon(if any) under the Notes

Interest (in USD) from the Securities used to make payments under the Swap Agreement

Obligations of the Swap Counterparty under theSwap Agreement guaranteed by Merrill Lynch & Co., Inc.,

as Swap Guarantor

The Securities

On or after the Issue Date, the Issuer will use the proceeds from the issue of the Notes to purchaseSecurities (denominated in USD) for the Notes. The Securities for the Notes will comprise six series ofUSD-denominated notes issued by Merrill Lynch & Co., Inc. under its U.S.$60,000,000,000 EuroMedium Term Note Programme. As the Securities are unsecured, they represent long-term unsecureddebt obligations of Merrill Lynch & Co., Inc. In addition, the Securities are not specifically rated. As at20 July 2007, the long-term unsecured debt of Merrill Lynch & Co., Inc. is rated Aa3 by Moody’s, AA-by Standard & Poor’s and AA- by Fitch and the U.S.$60,000,000,000 Euro Medium Term NoteProgramme is rated Aa3 by Moody’s and AA- by Standard & Poor’s. The Securities, though unrated,are expected to have substantially the same ratings as the rating for Merrill Lynch & Co., Inc. and forthe U.S.$60,000,000,000 Euro Medium Term Note Programme if they are rated. However, you shouldnote that credit ratings for Merrill Lynch & Co., Inc. and for the U.S.$60,000,000,000 Euro Medium TermNote Programme do not equate to a credit rating of the Securities.

39

Each series of the USD-denominated notes making up the Securities will, when issued by Merrill Lynch& Co., Inc., pay interest on a monthly basis. The interest rate applicable on the Securities is expectedto be the one month USD LIBOR plus a margin, such interest to accrue from the issue date of theSecurities.

The six series of the USD-denominated notes making up the Securities will mature on different dateswith the respective maturity dates expected to be on or before the relevant Instalment Date and theScheduled Maturity Date of the Notes. None of the Issuer, its directors, the Programme Arranger andthe Dealer expects, to the best of their respective knowledge, that there will be any legal or regulatoryprovisions which would materially affect the performance of the Securities.

On or before the relevant Instalment Dates, Merrill Lynch & Co., Inc. will redeem the relevant series ofthe Securities by paying to the Issuer, the relevant principal amount of that series of Securities (in USD)which will enable the Issuer to redeem (through the cross currency swap with the Swap Counterparty)the SGD Notes and the USD Notes.

Upon the exercise by the Issuer of the Issuer’s Call Option, the Issuer will pass the Securities to theCalculation Agent, who will then sell these Securities in the market and pay the proceeds to the Issuerwho will then in turn pay the proceeds to the Swap Counterparty. The Swap Counterparty will then paythe Issuer an amount equal to the applicable Call Option Redemption Amount so as to enable the Issuerto redeem the Notes on the relevant Call Option Redemption Date.

Please refer to the Base Prospectus for more information on the type of Securities that the Issuer mayuse. Information on Merrill Lynch & Co., Inc. can be found in the section “Description of Merrill Lynch& Co., Inc.” below which supersedes in its entirety, the section headed “Description of the SwapGuarantor” in the Base Prospectus. The legal documentation for the Securities of the Notes will beavailable for inspection at the office of the Programme Arranger.

Swap Agreement

The Issuer will enter into the Swap Agreement with the Swap Counterparty, which is intended to enablethe Issuer to meet its payment obligations under the Notes. A copy of the Swap Agreement (amongother documents) is available for inspection at the registered office of the Programme Arranger at 1Temasek Avenue #28-01 Millenia Tower, Singapore 039192, during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) for as long as the Notes are outstanding.

Pursuant to the Swap Agreement, upon receipt of the issue proceeds, the Issuer will pay to the SwapCounterparty the SGD issue proceeds of the SGD Notes so as to swap such SGD issue proceeds intoUSD for the purpose of subscribing for the Securities (denominated in USD) from Merrill Lynch & Co.,Inc. as the issuer of the Securities. Thereafter, payments of interest (to be paid in USD) under theSecurities (denominated in USD) received by the Issuer from Merrill Lynch & Co., Inc. as the issuer ofthe Securities will be used to make payments to the Swap Counterparty.

In accordance with the Swap Agreement, the Swap Counterparty will pay to the Issuer a premium forproviding credit protection against the credit losses on the Reference Entities in the Final Portfolio. Theamount of premium payable by the Swap Counterparty to the Issuer is linked to the number of CreditEvents that have occurred to any of the Reference Entities throughout the term of the Notes and isexpected to fund the Issuer’s payment of the Interest Coupon (if any) on the Notes.

The obligation of the Swap Counterparty under the Swap Agreement to pay to the Issuer the amountsneeded to enable the Issuer to make payment of the Interest Coupon (if any) or, as the case may be,the applicable Call Option Redemption Amount on the Notes less the outstanding principal amount oneach Note at the relevant time, will only arise upon the Scheduled Maturity Date of the Notes or, as thecase may be, upon the early termination of the Swap Agreement on any Call Option Redemption Date.

40

The obligations of the Swap Counterparty under the Swap Agreement will be guaranteed by the SwapGuarantor. However, the Notes will not be obligations of and will not be guaranteed by the SwapGuarantor. Please refer to the Base Prospectus for more information on the Swap Counterparty andthe Swap Guarantor. More information on Merrill Lynch & Co., Inc. can also be found in the section“Description of Merrill Lynch & Co., Inc.” below.

For a diagrammatic representation of what the Swap Counterparty does using the SGD Notes as anexample, assuming that (i) no early redemption of the Notes occurs due to an Event of Default, taxationor other reasons and (ii) no exercise of the Issuer’s Call Option occurs:

SGD issue proceeds

USD used for purchase of Securities (denominated in USD)

SGD issue proceedsSGD Notes

SGD issue proceeds exchanged for USD

Noteholders


(the Issuer)



(Swap Counterparty)

Payment of Interest Coupon under the SGD Notes

Payments (in SGD) pursuant to the SwapAgreement to pay the Interest Coupon(if any) under the SGD Notes

Interest Coupon payment(if any) (in SGD) under theSGD Notes

Noteholders

Interest payments (in USD) under theSecurities used to make payments underthe Swap Agreement


(the Issuer)



(Swap Counterparty)


as Swap Guarantor

Interest payments(in USD) under the Securities

41

Instalment Payments of principal under the SGD Notes

Noteholders


(the Issuer)



(Swap Counterparty)

Principal payments ininstalment (in SGD)under the SGD Notes

Principal payments (in USD)under the Securities(denominated in USD)

Payments (in SGD) paid under the currency swapto pay principal in instalments under the SGD Notes

Principal payments (in USD) from theSecurities paid under the currency swap


as Swap Guarantor

Security Arrangements

The Issuer will grant security over the Securities to the Trustee, who will hold such security via theCustodian, for and on behalf of, inter alia, the Trustee and the Noteholders. The Issuer will alsocollateralise its obligations under the Swap Agreement by granting security to the Swap Counterpartyover the Securities. There will be a further charge on the Securities to be held by the Custodian infavour of the Trustee.

In the event that the Issuer defaults on its obligations under the Swap Agreement or the Securities arerequired to be sold or the Security constituted by the Trust Deed becomes enforceable, the netproceeds could be insufficient to pay all the amounts due to Noteholders under the Notes. However, theNoteholders may not take steps to petition or wind-up the Issuer nor will they have a claim in respectof any sum arising from the Securities of other Series of Notes due to the limited recourse nature of theNotes which means that the assets which back up each Series of Notes are kept separate from theassets which back up other Series. In such an event, the Trustee and CDP, the Swap Counterparty, theIssuing and Paying Agent and the Custodian shall rank (in the aforesaid order) prior to the Noteholdersin the application of moneys received in connection with the realisation or enforcement of the Security.

42

DESCRIPTION OF MERRILL LYNCH & CO., INC.

In respect of this Series of Notes, the Swap Agreement is guaranteed by Merrill Lynch & Co., Inc., asSwap Guarantor under the Swap Guarantee. Merrill Lynch & Co., Inc. is also issuer and guarantor ofthe Securities for this Series of Notes.

You should note that the information in this Pricing Statement updates and supersedes in its entiretyinformation relating to Merrill Lynch & Co., Inc. in the Base Prospectus and the Supplementary BaseProspectus dated 19 March 2007.

Merrill Lynch & Co., Inc. was incorporated under the laws of the State of Delaware, U.S.A., in 1973. Theprincipal executive office of Merrill Lynch & Co., Inc. is located at 4 World Financial Center, New York,New York 10080, United States of America. Merrill Lynch & Co., Inc.’s registered office in the State ofDelaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,Wilmington, Delaware 19801, United States of America.

Merrill Lynch & Co., Inc. is a holding company that, through its subsidiaries and affiliates, providesinvestment, financing, insurance and related services to individuals and institutions on a global basisthrough its broker dealer, insurance and other financial services subsidiaries. Its principal subsidiariesinclude Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch International, Merrill LynchGovernment Securities, Inc., Merrill Lynch Capital Services, Inc., Merrill Lynch Bank USA Merrill LynchBank & Trust Co., FSB, Merrill Lynch International Bank Limited, Merrill Lynch Mortgage Capital Inc.,Merrill Lynch Japan Securities Co., Ltd., Merrill Lynch Life Insurance Company, ML Life InsuranceCompany of New York, Merrill Lynch Derivative Products AG and ML IBK Positions, Inc.

The services, which the company and its principal subsidiaries provide includes:

• securities brokerage, trading, and underwriting;

• investment banking, strategic advisory services (including mergers and acquisitions) and othercorporate finance activities;

• wealth management products and services, including financial, retirement and generationalplanning;

• investment management and advisory and related record keeping services;

• origination, brokerage, dealer and related activities in swaps, options, forwards, exchange-tradedfutures, other derivatives, commodities and foreign exchange products;

• securities clearance, settlement financing services and prime brokerage;

• private equity and other principal investing activities;

• proprietary trading of securities, derivatives and loans;

• banking, trust and lending services, including deposit-taking, consumer and commercial lending,including mortgage loans, and related services;

• insurance and annuities sales; and

• research across the following disciplines: global fundamental equity research, global fixed incomeand equity-linked research, global economics and foreign exchange research, and globalinvestment strategy.

In this Series of Notes, the Securities are issued by Merrill Lynch & Co., Inc. and the Swap Agreementis guaranteed by Merrill Lynch & Co., Inc., as Swap Guarantor. The Notes will not be obligations ofand will not be guaranteed by Merrill Lynch & Co., Inc.

The common stock of Merrill Lynch & Co., Inc. is listed on the New York Stock Exchange, ChicagoStock Exchange, Pacific Exchange, London Stock Exchange and Tokyo Stock Exchange and is subject

43

to the information and reporting requirements of the U.S. Securities Exchange Act of 1934, asamended, and is required to file annual, quarterly and special reports and other information with theU.S. Securities and Exchange Commission (“SEC”). Required filings include: annual reports on Form10-K; quarterly reports on Form 10-Q and current reports on Form 8-K. All filings are made in English.

As at 20 July 2007, Merrill Lynch & Co., Inc. has a long term unsecured debt rating of Aa3, AA- and AA-from Moody’s, Standard & Poor’s and Fitch respectively.

Legal Proceedings

Merrill Lynch & Co., Inc., certain of its subsidiaries, and other persons have been named as parties invarious legal actions and arbitration proceedings arising in connection with the operation of MerrillLynch & Co., Inc.’s businesses. In most cases, plaintiffs seek unspecified damages and other relief.These actions include the following:

IPO Allocation Litigation

In re Initial Public Offering Antitrust Litigation: Merrill Lynch is named as one of ten defendants in thisconsolidated class action filed in the United States District Court for the Southern District of New York.The complaint alleges that the defendants and unnamed coconspirators violated antitrust laws byconspiring to “require from customers consideration in addition to the underwriters’ discount forallocation of shares of initial public offerings of certain technology companies . . . . .and to inflate theaftermarket prices for such securities.” On 3 November 2003, the district court granted the defendants’motions to dismiss the complaint on the ground that the conduct was immune from the antitrust laws.On 28 September 2005, the Second Circuit reversed the district court’s decision dismissing the case.In December 2006, the United States Supreme Court granted the defendants’ petition for certiorariseeking review of the Second Circuit’s decision. A decision by the Supreme Court is expected by theend of June 2007.

In re Initial Public Offering Securities Litigation: Merrill Lynch has been named as one of the defendantsin approximately 110 securities class action complaints alleging that dozens of underwriter defendants,including Merrill Lynch, artificially inflated and maintained the stock prices of the relevant securities bycreating an artificially high aftermarket demand for shares. On 13 October 2004, the district court,having previously denied defendants’ motions to dismiss, issued an order allowing certain of thesecases to proceed against the underwriter defendants as class actions. On 5 December 2006, theSecond Circuit Court of Appeals reversed this order, holding that the district court erred in certifyingthese cases as class actions. On 6 April 2007, the Second Circuit Court of Appeals denied plaintiffs’petition for rehearing of its 5 December 2006, decision reversing the district court’s grant of plaintiffs’motion for class certification. The Second Circuit opinion stated that its earlier decision neitherprecluded the plaintiffs from seeking certification of a more modest class by the district court nor invitedthe district court to certify such a class.

IPO Underwriting Fee Litigation

In re Public Offering Fee Antitrust Litigation and In re Issuer Plaintiff Initial Public Offering Fee AntitrustLitigation: Merrill Lynch is one of approximately two dozen defendants that have been named inpurported class actions filed in the United States District Court for the Southern District of New Yorkalleging that underwriters conspired to fix the “fee” paid to purchase certain initial public offeringsecurities at 7% in violation of antitrust laws. These complaints have been filed by both investors andcertain issuers in initial public offerings. On 25 September 2002, the court denied defendants’ motionto dismiss the issuer claims. On 24 February 2004, the court granted defendants’ motion to dismiss theinvestor claims for damages and penalties, and permitted the case to proceed only with regard to claimfor injunctive relief. On 16 July 2006, the Second Circuit Court of Appeals agreed to hear plaintiff’sappeal of the district court’s decision not to certify a broader class. The parties are awaiting a decisionby the Second Circuit.

44

Enron Litigation

Newby v. Enron Corp. et al.: On 8 April 2002, Merrill Lynch was added as a defendant in a consolidatedclass action filed in the United States District Court for the Southern District of Texas against 69defendants purportedly on behalf of the purchasers of Enron’s publicly traded equity and debt securitiesduring the period 19 October 1998 through 27 November 2001. The complaint alleges, among otherthings, that Merrill Lynch engaged in improper transactions in the fourth quarter of 1999 that helpedEnron misrepresent its earnings and revenues in the fourth quarter of 1999. The complaint also allegesthat Merrill Lynch violated the securities laws in connection with its role as placement agent for andlimited partner in an Enron-controlled partnership called LJM2. Plaintiff has argued that certaindefendants, including Merrill Lynch, can potentially be liable for all of the losses caused by the allegedmisconduct involving Enron, regardless of whether they knew of or participated in that conduct. Thedistrict court has denied Merrill Lynch’s motions to dismiss, and has certified a class action by Enronshareholders and bondholders against Merrill Lynch and other defendants. On 5 February 2007, theUnited States Court of Appeals for the Fifth Circuit heard oral argument on Merrill Lynch’s appeal of thedistrict court’s decision to certify a class action. In that appeal, Merrill Lynch argued that the district courthad erred by 1) treating Merrill Lynch as a potential primary violator rather than an aider and abettor,which has no liability under the federal securities laws; 2) holding that plaintiffs could have relied onMerrill Lynch’s conduct even though Merrill Lynch believes there has been no showing that suchconduct inflated the price of Enron securities, and 3) holding that investment banks, including MerrillLynch, could be liable for the losses caused by conduct in which they did not participate. Absent reliefby the Fifth Circuit, the trial of the case is scheduled to begin on 16 April 2007. On 19 March 2007, theFifth Circuit Court of Appeals reversed the district court’s decision certifying the case as a class action.On 5 April 2007, plaintiffs filed a petition with the United States Supreme Court seeking review of theFifth Circuit’s decision. Merrill Lynch intends to file an opposition to plaintiffs’ petition. The SupremeCourt has agreed to review a decision in Stoneridge Investment v. Scientific-Atlanta, a case involvingan issue similar to that decided by the Fifth Circuit in its 19 March 2007, decision. A decision by theSupreme Court in the Stoneridge case is expected to be issued by the end of June 2008.

Other Enron Litigation

Over a dozen other actions have been brought against Merrill Lynch and other investment firms inconnection with their Enron-related activities. There has been no adjudication of the merits of theseclaims.

Allegheny Energy Litigation

Merrill Lynch v. Allegheny Energy, Inc.: On 24 September 2002, Merrill Lynch filed an action in theUnited States District Court for the Southern District of New York against Allegheny Energy, Inc. Thecomplaint alleged that Allegheny owed Merrill Lynch the final $115 million payment due in connectionwith Allegheny’s purchase of Merrill Lynch’s energy trading business and assets in 2001. The followingday, Allegheny filed an action against Merrill Lynch in the Supreme Court of the State of New Yorkclaiming misrepresentations in connection with Merrill Lynch’s sale of the energy trading business toAllegheny. On 18 July 2005, following a bench trial, the court issued a decision holding that Alleghenyis required to pay Merrill Lynch $115 million plus interest and that Allegheny is not entitled to anyrecovery against Merrill Lynch. On 22 September 2005, Allegheny appealed the court’s 18 July 2005decision awarding Merrill Lynch $115 million plus interest on its claim and denying Allegheny any reliefon its claim. The parties are awaiting a decision on that appeal.

Short Sales Litigation

Electronic Trading Group, LLC v. Banc of America Securities LLC, et al: On 12 April 2006, a purportedclass action was filed against eleven financial services firms, including Merrill Lynch, in the UnitedStates District Court for the Southern District of New York. The case alleges that the defendantsviolated federal antitrust laws by charging unearned fees on short sales by their clients even when they

45

failed to borrow and/or deliver stock in support of those short sales. Merrill Lynch is vigorouslydefending itself against these charges.

Avenius v. Banc of America Securities LLC, et al: On 22 June 2006, 37 purchasers of securities ofNovaStar Financial filed an action against eleven financial services firms, including Merrill Lynch, in theCalifornia Superior Court in San Francisco. The case alleges that the defendants improperly depressedthe price of NovaStar Financial shares by facilitating short sales that did not comply with regulatoryrequirements. Merrill Lynch is vigorously defending itself against these charges.

Overstock.com, Inc. v. Morgan Stanley & Co., et al: On 2 February 2007, Overstock.com brought anaction in the Superior Court of the State of California, County of San Francisco, against approximatelya dozen investment banks, including Merrill Lynch, alleging that they violated state law by improperlyfacilitating short sales of Overstock.com, which artificially depressed the price of its shares. MerrillLynch is vigorously defending itself against these charges.

Bank Sweep Programs Litigation

DeBlasio v. Merrill Lynch, et al: On 12 January 2007, a purported class action was brought againstMerrill Lynch and three other securities firms in the United States District Court for the Southern Districtof New York alleging that their bank sweep programs violated state law because their terms were notadequately disclosed to customers. Merrill Lynch believes that the complaint mischaracterizes thosedisclosures, and that in fact full disclosure was made of the terms of the bank sweep programs. MerrillLynch intends to move to dismiss the complaint.

Employment Litigation

McReynolds v. Merrill Lynch: On 18 November 2005, a purported class action was filed in the UnitedStates District Court for the Northern District of Illinois seeking to certify a class of current and formerAfrican American Merrill Lynch employees, as well as African Americans who applied for employment.Plaintiff alleges that the firm has engaged in a pattern and practice of discrimination against AfricanAmericans in violation of federal Civil Rights statutes. Merrill Lynch is vigorously contesting theseclaims.

Parmalat Litigation

Merrill Lynch Capital Markets Bank Limited is one of dozens of defendants sued in Italy by Dr. EnricoBondi, the specially appointed administrator of Parmalat Finanziaria S.p.A. (“Parmalat”). Parmalat wasadmitted into insolvency proceedings in Italy on 27 December 2003. One of the claims against MerrillLynch Capital Markets Bank Limited is that in 2003 it wrongfully helped Parmalat stay in business, andthus continue to lose money, by buying options from Parmalat prior to Parmalat being admitted intoinsolvency proceedings. Merrill Lynch is vigorously contesting these claims.

SwissAir Litigation

Merrill Lynch Capital Markets Bank AG (“MLCMB AG”) was one of several defendants sued in Zurich,Switzerland by the Liquidator of SAirGroup (“SwissAir”). The Liquidator claimed that SwissAir lackedauthority to enter into certain transactions with MLCMB AG in 1999 and 2000 pursuant to whichSwissAir received an economic interest in additional SwissAir shares, and that MLCMB AG should paythe Liquidator losses on those shares. On 1 March 2006, the commercial court of Zurich declined todismiss the case on procedural grounds, but did not rule on the substance of any of the claims. InDecember 2006, the matter was settled for an amount that is confidential and not material to MerrillLynch’s financial statements.

46

Other

Merrill Lynch has been named as a defendant in various other legal actions, including arbitrations, classactions, and other litigation arising in connection with its activities as a global diversified financialservices institution. Some of the legal actions include claims for substantial compensatory and/orpunitive damages or claims for indeterminate amounts of damages. In some cases, the issuers thatwould otherwise be the primary defendants in such cases are bankrupt or otherwise in financialdistress. Merrill Lynch is also involved in investigations and/or proceedings by governmental andself-regulatory agencies.

Merrill Lynch believes it has strong defenses to, and where appropriate, will vigorously contest, manyof these matters. Given the number of these matters, some are likely to result in adverse judgments,penalties, injunctions, fines, or other relief. Merrill Lynch may explore potential settlements before acase is taken through trial because of the uncertainty, risks, and costs inherent in the litigation process.In accordance with SFAS No. 5, Merrill Lynch will accrue a liability when it is probable that a liability hasbeen incurred and the amount of the loss can be reasonably estimated. In many lawsuits andarbitrations, including the class action lawsuits disclosed in Merrill Lynch & Co., Inc’s public filings, it isnot possible to determine whether a liability has been incurred or to estimate the ultimate or minimumamount of that liability until the case is close to resolution, in which case no accrual is made until thattime. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases inwhich claimants seek substantial or indeterminate damages, Merrill Lynch cannot predict what theeventual loss or range of loss related to such matters will be. Subject to the foregoing, Merrill Lynchcontinues to assess these cases and believes, based on information available to it, that the resolutionof these matters will not have a material adverse effect on the financial condition of Merrill Lynch as setforth in its consolidated financial statements, but may be material to Merrill Lynch’s operating results orcash flows for any particular period and may impact Merrill Lynch & Co., Inc’s credit ratings.

Access to Information on Merrill Lynch & Co., Inc.

Further information and updates about Merrill Lynch & Co., Inc. can be obtained from the website ofSEC at http://www.sec.gov. The information above is derived from publicly available sources publishedby SEC. None of the Issuer, its directors, the Programme Arranger and the Dealer has obtained thespecific consents of SEC for the inclusion of such information in this Pricing Statement. Accordingly,SEC would not be liable for the information included in this Pricing Statement.

Investors should conduct such web searches as they deem appropriate and ensure that they areviewing the most up-to-date information.

None of the Issuer, its directors, the Programme Arranger and the Dealer has verified the accuracy ofthe information and accordingly, none of the Issuer, its directors, the Programme Arranger and theDealer makes any representations as to the accuracy or reliability of the information, save that theIssuer, its directors, the Programme Arranger and the Dealer have taken reasonable care to accuratelyextract and/or reproduce such information in its proper form and context.

The information on these websites is not part of this Pricing Statement or the Base Prospectus andnone of the Issuer, the Programme Arranger and the Dealer accepts any responsibility for suchinformation, including whether that information is accurate, complete or up-to-date.

47

APPENDIX 1FORM OF PRICING SUPPLEMENT

This is the form of the pricing supplement for the Notes.

Pricing Supplement

JUBILEE GLOBAL FINANCE LIMITED

U.S.$8,000,000,000

Retail Secured Note Programme


SGD Credit-Linked Notes due 2014 (“SGD Notes”)

USD Credit-Linked Notes due 2014 (“USD Notes”)

Issue Price: 100 per cent


MERRILL LYNCH (SINGAPORE) PTE. LTD.

48

This document constitutes the Pricing Supplement relating to the issue of Notes described herein.Terms used herein shall be deemed to be defined as such for the purposes of the Master Conditionsset forth in the base prospectus (as amended, modified and supplemented by the supplementary baseprospectus), together the “Base Prospectus”). This Pricing Supplement contains the final terms of theNotes and must be read in conjunction with the Base Prospectus.

The terms of the Notes and additional provisions relating to their issue are as follows:

1 Issuer: Jubilee Global Finance Limited

2 Series Name: Jubilee Series 5 Notes

3 Specified Currency orCurrencies:

(i) SGD Notes: Singapore dollar (“S$” or “SGD”)

(ii) USD Notes: United States dollar (“U.S.$” or “USD”)

4 Aggregate Nominal Amount:

(i) SGD Notes:

(ii) USD Notes:

S$200,000,000, subject to any increase or reduction due tomarket demand

U.S.$50,000,000, subject to any increase or reduction dueto market demand

5 Issue Price: In respect of each Note, 100% of the SpecifiedDenomination for each of the SGD Notes and the USDNotes

6 Specified Denomination(s):

(i) SGD Notes: S$5,000

(ii) USD Notes: U.S.$5,000

7 (i) Issue Date: 11 September 2007 for the SGD Notes and the USD Notes

(ii) Interest CommencementDate:

The Issue Date for the SGD Notes and the USD Notes

8 Maturity Date: Expected to be 9 May 2014 (the “Scheduled MaturityDate”) for the SGD Notes and the USD Notes subject toextension if an Extension Notice is issued by the SwapCounterparty, the Extended Maturity Date, adjusted inaccordance with the Modified Following Business DayConvention and subject to early redemption as set out inCondition 7 of the Master Conditions (Redemption,Purchase and Options) and paragraph 38 hereto

9 Interest Basis: Interest Coupon (if any) on the SGD Notes and the USDNotes is payable only on the Maturity Date as determined inaccordance with Part 1 of Schedule 1 hereto

For the avoidance of doubt, in the event that the ScheduledMaturity Date is extended as a result of the receipt by theIssuer of the Extension Notice, no interest on the Notesshall accrue from (and including) the Scheduled MaturityDate to (and including) the date of the final redemption ofthe Notes on the Maturity Date

10 Redemption/Payment Basis: Instalments for both the SGD Notes and the USD Notes

49

11 Change of Interest orRedemption/Payment Basis:

Not Applicable for both the SGD Notes and the USD Notes

12 Put/Call Options: Issuer’s Call Option for both the SGD Notes and the USDNotes. See paragraph 24 below for details of the Issuer’sCall Option

13 Status of the Notes: The Notes are secured and limited recourse obligations ofthe Issuer

14 Listing: None for both the SGD Notes and the USD Notes

15 Method of distribution: Non-syndicated for both the SGD Notes and the USD Notes

16 Rating: No rating of both the SGD Notes and the USD Notes

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17 Fixed Rate Note Provisions Applicable for both the SGD Notes and the USD Notes. TheInterest Coupon (if any) is payable in arrear on the InterestPayment Date

(i) Rate of Interest:

(a) USD Notes As determined in accordance with Part 1 of Schedule 1hereto

(b) SGD Notes As determined in accordance with Part 1 of Schedule 1hereto

(ii) Interest Payment Date: Expected to be the Maturity Date, adjusted in accordancewith the Modified Following Business Day Convention

(iii) Fixed Coupon Amount: Not Applicable for both the SGD Notes and the USD Notes

(iv) Broken Amount: Not Applicable for both the SGD Notes and the USD Notes

(v) Day Count Fraction(Condition 6(k)):


(vi) Determination Date(s)(Condition 6(k)):


(vii) Other terms relating to themethod of calculatinginterest for Fixed RateNotes:

The provisions set out in Part 1 of Schedule 1 hereto

18 Floating Rate Provisions Not Applicable for both the SGD Notes and the USD Notes

19 Zero Coupon Note Provisions Not Applicable for both the SGD Notes and the USD Notes

20 Index Linked Interest NoteProvisions


21 Dual Currency Note Provisions Not Applicable for both the SGD Notes and the USD Notes

50

PROVISIONS RELATING TO THE SECURITY

22 Mortgaged Property

(i) Securities: For both the SGD Notes and the USD Notes, six Series ofUSD-denominated notes issued by Merrill Lynch & Co., Inc.(the “Securities”). The International Securities IdentificationNumbers for the Securities are XS [To be determined] andthe Common Codes for the Securities are [To bedetermined]. The Securities will be issued by Merrill Lynch& Co., Inc. under its U.S.$60,000,000,000 Euro MediumTerm Note Programme

(ii) Security (order of priorities): For both the SGD Notes and the USD Notes, the Trusteeshall apply all moneys received by it under the provisions ofthe Trust Deed in connection with the realisation orenforcement of the Security constituted by the Trust Deed inthe following order of priorities:

(a) Trustee/CDP

(b) Swap Counterparty

(c) Issuing and Paying Agent Claim/Custodian Claim(Pari Passu Ranking)

(d) Noteholder Claim

(iii) Contract (if applicable): Not Applicable for both the SGD Notes and the USD Notes

(iv) Beneficiary(ies): Not Applicable for both the SGD Notes and the USD Notes

(v) Securities Agreement: Not Applicable for both the SGD Notes and the USD Notes

(vi) Counterparties: Not Applicable for both the SGD Notes and the USD Notes

(vii) Swap (if applicable): Under an ISDA Master Agreement dated 26 January 2007and a confirmation with an effective date as of the IssueDate made between the Issuer and the Swap Counterparty(the “Swap Agreement”), the Issuer will pay to the SwapCounterparty sums equal to interest receivable by it underthe Securities and the Swap Counterparty will pay to theIssuer sums equal to the interest amounts payable underthe Notes.

The Swap Agreement may be terminated early, amongother circumstances:

(i) on the due date for payment of the Notes if at any timethe Notes become redeemable in accordance with theMaster Conditions prior to the Scheduled MaturityDate;

(ii) by the Swap Counterparty on any of the Call OptionRedemption Dates, provided always that the SwapCounterparty shall give not less than 35 days writtennotice to the Issuer;

(iii) at the option of one party, if there is a failure by theother party to pay any other amounts due under theSwap Agreement;

51

(iv) if (subject as provided in the Swap Agreement)withholding taxes are imposed on payments made bythe Issuer or the Swap Counterparty under the SwapAgreement or it becomes illegal for either party toperform its obligations under the Swap Agreement;

(v) upon the occurrence of certain other events withrespect to either party to the Swap Agreement,including insolvency; and

(vi) in part upon exercise on one or more occasions byMerrill Lynch International of its exchange option,granted by the Issuer to Merrill Lynch Internationalpursuant to an exchange option agreement to bedated the Issue Date (the “Merrill Lynch ExchangeOption”).

Consequences of Early Termination:

(a) Upon any such early termination of the SwapAgreement (except pursuant to exercise of the MerrillLynch Exchange Option referred to in (vi) above, inwhich case no such termination payment as describedin this paragraph will be due), the Issuer or the SwapCounterparty may (subject as set out below andprovided, in the case of certain tax events that theIssuer may first be obliged to use all reasonableendeavours to transfer its obligations) be liable tomake a termination payment to the other (regardless,if applicable, of which of such parties may havecaused such termination).

(b) Where such a termination payment is payable, it willbe based on the replacement cost or gain for a swaptransaction that would have the effect of preserving forthe party making the determination the economicequivalent of the Swap Agreement. In all cases ofearly termination occurring other than by reason of adefault by the Swap Counterparty (in which case thedetermination will be made by the Issuer) or illegality(in which case the party which is not the Affected Party(as defined in the Swap Agreement) will make thedetermination (or, if there are two Affected Parties,each party will make a determination which will beaveraged)), the termination payment will bedetermined by the Swap Counterparty on the basis ofquotations received from at least three market-makers(failing which, by the Swap Counterparty or the Issuer,as aforesaid, based upon loss).

Regardless of which party makes the determination ofthe termination payment (if any), there is no assurancethat the proceeds from the sale of the Securities plus orminus, as the case may be, such termination paymentwill be sufficient to repay the principal amount due tobe paid in respect of the Notes and any other amountsin respect thereof that are due.

52

(c) Upon an early termination of the Swap Agreementupon exercise of the Merrill Lynch Exchange Option, apro rata amount of the Swap Agreementcorresponding to that proportion of the Notes to beexchanged will be terminated without any terminationpayment being paid from either party.

On the Issue Date, the Swap Counterparty will pay anamount equal to US$� and the Issuer will pay an amountequal to S$� as initial exchange in respect of the SGDNotes on the Issue Date.

Swap Counterparty: Merrill Lynch International

Swap Guarantor (if applicable): Merrill Lynch & Co., Inc.

(viii) Details of Credit SupportDocument (if applicable):


(ix) Credit Support Provider: Not Applicable for both the SGD Notes and the USD Notes

23 Realisation of Security: Creditor B Direction

PROVISIONS RELATING TO REDEMPTION

24 Call Option Upon the exercise by the Swap Counterparty of its rights ofearly termination in relation to the Swap Agreement, theIssuer shall redeem the Notes in whole but not in part, onany Call Option Redemption Date at the applicable CallOption Redemption Amount (as determined in accordancewith Part 2 of Schedule 1 hereto) by giving not less than 30days’ prior written notice to holders of the Notes

“Call Option Redemption Date” means 9 September2009, 9 September 2010, 9 September 2011, 9 September2012 and 9 September 2013 adjusted in each case inaccordance with the Modified Following Business DayConvention

The Interest Coupon shall not be payable upon theredemption of the Notes pursuant to the exercise of theIssuer’s Call Option

For the avoidance of doubt, no Instalment Amounts shall bepayable on or after any Call Option Redemption Date

25 Put Option Not Applicable for both the SGD Notes and the USD Notes

26 Exchangeable Notes: Not Applicable for both the SGD Notes and the USD Notes

27 Exchange Event: Not Applicable for both the SGD Notes and the USD Notes

28 Repayable Assets: Not Applicable for both the SGD Notes and the USD Notes

29 Final Redemption Amount ofeach Note


53

30 Early Redemption Amount

(i) Early RedemptionAmount(s) of each Notepayable on mandatoryredemption (Condition7(c)), redemption fortaxation or other reasons(Condition 7(d)) or anEvent of Default (Condition10) and/or the method ofcalculating the same (ifrequired or if different fromthat set out in theConditions):

The Early Redemption Amount in respect of each Note shallbe such Note’s pro-rata portion of (i) the net proceeds fromthe sale of the Securities (after deduction of all costs andexpenses), plus (in the event that such amounts are owingto the Issuer) or minus (in the event that such amount isowing to the Swap Counterparty) the termination paymentarising from early termination of the Swap Agreement.

The Interest Coupon shall not be payable upon earlyredemption of the Notes.

(ii) Unmatured Coupons tobecome void upon earlyredemption (Bearer Notesonly) (Condition 8(f)):


GENERAL PROVISIONS APPLICABLE TO THE NOTES

31 Form of Notes: Registered Notes

(i) Temporary or permanentglobal Note:

Not Applicable

(ii) Applicable TEFRAexemption:

Not Applicable

32 Financial Centre(s) (Condition8(h) of the Master Conditions) orother special provisions relatingto payment dates:

Singapore, London and New York

33 Talons for future Coupons orReceipts to be attached toDefinitive Notes (and dates onwhich such Talons mature):

No

34 Details relating to Partly PaidNotes: amount of each paymentcomprising the Issue Price anddate on which each payment isto be made and consequences(if any) of failure to pay,including any right of the Issuerto forfeit the Notes and interestdue on late payment:

Not Applicable

54

35 Details relating to InstalmentNotes:

Applicable for both the SGD Notes and the USD Notes

(i) Instalment Amount(s):

(a) SGD Notes: The Instalment Amount payable in respect of each SGDNote on an Instalment Date shall be an amount equal to theapplicable Redemption Percentage (as specified below) ofthe Initial Outstanding Principal Amount of that SGD Note

Instalment Date Redemption Percentage

9 September 2009 8.0%





Maturity Date 60.0%

“Initial Outstanding Principal Amount” means, in respectof each SGD Note, the Specified Denomination of suchNote as at the Issue Date

(b) USD Notes: The Instalment Amount payable in respect of each USDNote on an Instalment Date shall be an amount equal to theapplicable Redemption Percentage (as specified below) ofthe Initial Outstanding Principal Amount of that USD Note

Instalment Date Redemption Percentage






Maturity Date 50.0%

“Initial Outstanding Principal Amount” means, in respectof each USD Note, the Specified Denomination of suchNote as at the Issue Date

(ii) Instalment Date(s): The Instalment Dates are expected to be 9 September2009, 9 September 2010, 9 September 2011, 9 September2012, 9 September 2013, and the Maturity Date adjusted ineach case in accordance with the Modified FollowingBusiness Day Convention

(iii) Minimum Instalment Amount: Not Applicable

(iv) Maximum Instalment Amount: Not Applicable

55

36 Redenomination, renominalisationand reconventioning provisions:

Not Applicable

37 Consolidation provisions: Not Applicable

38 Other terms or special conditions: (i) The provisions set out in Schedules 1 and 2 heretoshall apply in respect of the Notes

(ii) With respect to the Issuer’s Call Option pursuant toCondition 7(e) (Redemption at the Option of the Issuerand Exercise of Issuer’s Options) of the MasterConditions, upon termination of the Swap Agreementby the Swap Counterparty on any Call OptionRedemption Date, the Calculation Agent shall, uponreceiving the instructions of the Issuer, realise theSecurities for and on behalf of the Issuer at their fairmarket value and pay the realisation proceeds to theIssuer, who will in turn pay such proceeds to the SwapCounterparty.

DISTRIBUTION

56 (i) If syndicated, name ofManagers:

Not Applicable

(ii) Stabilising Manager (if any): Not Applicable

(iii) Dealer’s Commission: None

57 If non-syndicated, name of Dealer: Merrill Lynch (Singapore) Pte. Ltd.

58 Additional selling restrictions: Not Applicable

OPERATIONAL INFORMATION

59 ISIN Code: �

60 Common Code: �

61 Any clearing system(s) other thanEuroclear, ClearstreamInternational and CDP and therelevant identification number(s):

None

62 Delivery: Delivery free of payment

63 The Agents appointed in respect ofthe Notes are:

The Hongkong and Shanghai Banking Corporation Limited(as Issuing and Paying Agent, Paying Agent, TransferAgent, Registrar and Custodian) and Merrill LynchInternational (as Calculation Agent)

56

GENERAL

64 Additional steps that may only betaken following approval by anExtraordinary Resolution inaccordance with Condition 13(a) ofthe Master Conditions:

Not Applicable

65 The aggregate principal amount ofNotes issued has been translatedinto U.S. dollars at the rate of [Tobe determined], producing a sumof (for Notes not denominated inU.S. dollars):

U.S.$�

Signed on behalf of the Issuer:

By:Duly authorised

57

SCHEDULE 1 TO THE PRICING SUPPLEMENT

The Master Conditions shall be supplemented and modified by the following special conditions (the“Special Conditions”). In the event of any inconsistency between the Master Conditions and suchSpecial Conditions, such Special Conditions shall prevail and the Master Conditions shall be deemedto be amended accordingly. Capitalised terms used in this Schedule 1, which are not definedelsewhere, shall have the meanings given in Schedule 2.

Part 1. Interest Coupon

(i) SGD Notes

Unless previously terminated, redeemed or purchased and cancelled as provided in theConditions, the Interest Coupon (if any) payable on the Maturity Date in respect of each SGD Noteshall be determined in accordance with the formula below:

Specified Denomination x Maximum Interest Coupon x Factor

where the Maximum Interest Coupon shall be 48% of the Initial Outstanding Principal Amount andthe Factor shall be determined as follows:

Number of Credit Events Factor

0 1

1 3/4

2 2/4

3 1/4

4 or more 0

The Swap Counterparty may, but is not obliged, to deliver a Credit Event Notice following theoccurrence of a Credit Event and may determine the number of Credit Events that have occurredin relation to the Notes throughout the term of the Notes. However, no more than one Credit Eventshall be taken into account for each Reference Entity in the Final Portfolio for the purposes ofdetermining the number of Credit Events that have occurred throughout the term of the Notes.

Notwithstanding that only one Credit Event will be taken into account in relation to each ReferenceEntity, in the event that as a result of Succession Event(s), two or more Reference Entities mergeinto one Reference Entity (the “Merged Reference Entity”), the Swap Counterparty shall be ableto take into account such numbers of Credit Events for the relevant Merged Reference Entity asare equal to the number of Reference Entities that have merged into such Merged ReferenceEntity.

(ii) USD Notes

Unless previously terminated, redeemed or purchased and cancelled as provided in theConditions, the Interest Coupon payable in respect of each USD Note shall be determined inaccordance with the formula below:

Specified Denomination x Maximum Interest Coupon x Factor

58

where the Maximum Interest Coupon shall be 88% of the Initial Outstanding Principal Amount andthe Factor shall be determined as follows:

Number of Credit Events Factor

0 1

1 3/4

2 2/4

3 1/4

4 or more 0

The Swap Counterparty may, but is not obliged, to deliver a Credit Event Notice following theoccurrence of a Credit Event and may determine the number of Credit Events that are deemedto have occurred in relation to the Notes throughout the term of the Notes. However, no more thanone Credit Event shall be taken into account for each Reference Entity in the Final Portfolio for thepurposes of determining the number of Credit Events that have occurred throughout the term ofthe Notes.

Notwithstanding that only one Credit Event will be taken into account in relation to each ReferenceEntity, in the event that as a result of Succession Event(s), two or more Reference Entities mergeinto one Merged Reference Entity, the Swap Counterparty shall be able to take into account suchnumbers of Credit Events for the relevant Merged Reference Entity as are equal to the numberof Reference Entities that have merged into such Merged Reference Entity.

Part 2. Call Option Redemption Amount

(i) SGD Notes

The Call Option Redemption Amount payable in respect of each SGD Note shall be determinedas follows:

Call OptionRedemption Date


InterestAmount+


Interest Amountper SGD Note

(in SGD)


PrincipalAmount perSGD Note+


PrincipalAmount per

SGD Note (inSGD)

9 September 2009 16% S$800 100% $5,000

9 September 2010 24% S$1,200 92% $4,600

9 September 2011 32% S$1,600 84% $4,200

9 September 2012 40% S$2,000 76% $3,800

9 September 2013 48% S$2,400 68% $3,400


59

(ii) USD Notes

The Call Option Redemption Amount payable in respect of each USD Note shall be determinedas follows:

Call OptionRedemption Date


InterestAmount+


Interest Amountper USD Note

(in USD)


PrincipalAmount perUSD Note+


PrincipalAmount per

USD Note (inUSD)

9 September 2009 26% U.S.$1,300 100% U.S.$5,000

9 September 2010 39% U.S.$1,950 90% U.S.$4,500

9 September 2011 52% U.S.$2,600 80% U.S.$4,000

9 September 2012 65% U.S.$3,250 70% U.S.$3,500

9 September 2013 78% U.S.$3,900 60% U.S.$3,000


Part 3. Reference Entities in the Final Portfolio

(i) The Reference Entities in the Final Portfolio is expected to be determined as of 3 September 2007(the “Fixing Date”). As at the Fixing Date, all Reference Entities in the Final Portfolio must satisfythe Portfolio Criteria.

The Portfolio Criteria provides that all Reference Entities in the Final Portfolio must:

(a) be selected from any one of the following indices:

- CDX.NA.IG Series 8;

- iTraxx Europe Series 7;

- iTraxx Japan 80 Series 7;

- iTraxx Asia ex-Japan Series 7; or

- iTraxx Australia Series 7;

(b) have a credit rating of at least BBB- from Standard & Poor’s or, as the case may be, at leastBaa3 from Moodys, or if rated by both Standard & Poor’s and Moody’s, have a credit ratingof at least BBB- from Standard & Poor’s and at least Baa3 from Moody’s; and

(c) not be placed on BBB- negative watch by Standard & Poor’s and/or Baa3 negative watch byMoody’s.

In the event that the composition of the Final Portfolio is different from the composition of theModel Portfolio, the Issuer (or the Swap Counterparty on behalf of the Issuer) will issue a noticesetting out the Reference Entities in the Final Portfolio to the Distributors as soon as reasonablypracticable on or after the Fixing Date.

There is no requirement that the Reference Entities in the Final Portfolio must satisfy the PortfolioCriteria after the Fixing Date.

60

(ii) There will be no adjustments made to the composition of the Final Portfolio after the Fixing Dateother than further to the occurrence of a Succession Event. Further, if the Calculation Agentdetermines that:

(a) one or more Reference Entities is/are Successor(s) to another Reference Entity (the“Affected Entity”);

(b) one Reference Entity is a Successor to two or more Reference Entities (all such ReferenceEntities being the “Affected Entities”);

(c) another entity, not being an existing Reference Entity, is a Successor to two ReferenceEntities (one such Reference Entity, as selected by the Calculation Agent in its sole andabsolute discretion, being the “Affected Entity”); or

(d) two Reference Entities have become affiliates (one such Reference Entity, as selected bythe Calculation Agent in its sole and absolute discretion, being the “Affiliate Entity” and theother Reference Entity being the “Surviving Reference Entity”),

then, each Successor (in the case of (a), (b) and (c) above) shall be or continue to be (as the casemay be) a Reference Entity; and

1. in the case of (a) and (c) above, the Calculation Agent shall, in its sole and absolutediscretion, select a substitute entity to replace the Affected Entity as a Reference Entity forthe purpose of the Notes provided that such substitute entity shall be an entity of similarcredit quality as the Successor, or if there are more than one Successor, any Successor asselected by the Calculation Agent in its sole discretion (immediately prior to the relevantevent in (a) and (c) above), as determined by the Calculation Agent in its sole and absolutediscretion;

2. in the case of (b) above, the Calculation Agent shall, in its sole and absolute discretion,select a substitute entity to replace each of the Affected Entities as Reference Entities for thepurpose of the Notes provided that each substitute entity shall be an entity of similar creditquality as the Successor (immediately prior to the event in 2 above), as determined by theCalculation Agent in its sole and absolute discretion;

3. in the case of (d) above, the Affiliate Entity shall cease to be a Reference Entity and theCalculation Agent shall, in its sole and absolute discretion, select a substitute entity toreplace the Affiliate Entity as a Reference Entity for the purpose of the Notes, provided thatsuch substitute entity shall be an entity of similar credit quality as the Surviving ReferenceEntity (immediately prior to the date on which the relevant two Reference Entities becameaffiliates), as determined by the Calculation Agent in its sole and absolute discretion.

If a Succession Event occurs with respect to a Reference Entity (the “Affected Entity”) thatresults in Merrill Lynch (Singapore) Pte. Ltd. or any of its Affiliates becoming a Reference Entity,or if the Calculation Agent determines that Merrill Lynch (Singapore) Pte. Ltd. or any of its Affiliatesand a Reference Entity (the “Affected Entity”) have become Affiliates, then the Calculation Agentshall have the right to select a substitute entity to replace the Affected Entity as a Reference Entityfor the purpose of the Notes, provided that such substitute entity shall be an entity of similar creditquality as the Surviving Reference Entity (immediately prior to the relevant event), as determinedby the Calculation Agent is its sole and absolute discretion.

61

SCHEDULE 2 TO THE PRICING SUPPLEMENTDEFINITIONS

“Accreted Amount” means, with respect to an Accreting Obligation, an amount equal to (a) the sumof (i) the original issue price of such obligation and (ii) the portion of the amount payable at maturity thathas accreted in accordance with the terms of the obligation (or as otherwise described below), less (b)any cash payments made by the obligor thereunder that, under the terms of such obligation, reduce theamount payable at maturity (unless such cash payments have been accounted for in (a)(ii) above), ineach case calculated as of the earlier of (A) the date on which any event occurs that has the effect offixing the amount of a claim in respect of principal and (B) the Settlement Determination Date. SuchAccreted Amount shall include any accrued and unpaid periodic cash interest payments only if “IncludeAccrued Interest” is specified as being applicable. If an Accreting Obligation is expressed to accretepursuant to a straight-line method or if such obligation’s yield to maturity is not specified in, nor impliedfrom, the terms of such obligation, then, for purposes of (a)(ii) above, the Accreted Amount shall becalculated using a rate equal to the yield to maturity of such obligation. Such yield shall be determinedon a semi-annual bond equivalent basis using the original issue price of such obligation and the amountpayable at the scheduled maturity of such obligation, and shall be determined as of the earlier of (A)the date on which any event occurs that has the effect of fixing the amount of a claim in respect ofprincipal and (B) the Settlement Determination Date, as the case may be. The Accreted Amount shallexclude, in the case of an Exchangeable Obligation, any amount that may be payable under the termsof such obligation in respect of the value of the Equity Securities for which such obligation isexchangeable.

“Accreting Obligation” means any obligation (including, without limitation, a Convertible Obligation oran Exchangeable Obligation), the terms of which expressly provide for an amount payable uponacceleration equal to the original issue price (whether or not equal to the face amount thereof) plus anadditional amount or amounts (on account of original issue discount or other interest or principalaccruals not payable on a periodic issue) that will or may accrete, whether or not (a) payment of suchadditional amounts is subject to a contingency or determined by reference to a formula or index, or (b)periodic cash interest is also payable.

“Affiliate” means, in relation to any person, any entity controlled, directly or indirectly, by the person,any entity that controls, directly or indirectly, the person or any entity directly or indirectly under commoncontrol with the person. For this purpose, “control” of any entity or person means ownership of amajority of the voting power of the entity or person.

“Bankruptcy” means a Reference Entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing in judicial, regulatoryor administrative proceedings or filing its inability generally to pay its debts as they become due;

(c) makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcyor any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’rights, or a petition is presented for its winding up or liquidation, and, in the case of any suchproceeding or petition instituted or presented against it, such proceeding or petition:

(i) which results in a judgment of insolvency or bankruptcy or the entry of an order for relief orthe making of an order for its winding up or liquidation or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 calendar days ofthe institution or presentation thereof or before the Maturity Date, whichever is earlier;

62

(e) has a resolution passed for its winding up, official management or liquidation (other than pursuantto a consolidation, amalgamation or merger);

(f) seeks or becomes subject to the appointment of an administrator, provisional liquidator,conservator, receiver, trustee, custodian or other similar official for it or for all or substantially allits assets;

(g) has a secured party take possession of all or substantially all its assets or has a distress,execution, attachment, sequestration or other legal process levied, enforced or sued on or againstall or substantially all its assets and such secured party maintains possession, or any suchprocess is not dismissed, discharged, stayed or restrained, in each case within 30 calendar daysthereafter or before the Maturity Date, whichever is earlier;

(h) causes or is subject to any event with respect to it which, under the applicable laws of anyjurisdiction, has any analogous effect to any of the events specified in paragraphs (a) to (g)(inclusive).

“Best Available Information” means:

(i) in the case of a Reference Entity which files information (including unconsolidated, pro formafinancial information which assumes that the relevant Succession Event has occurred) with itsprimary securities regulators or primary stock exchange or which provides such information to itsshareholders, creditors or other persons whose approval of the Succession Event is required, thatunconsolidated, pro forma financial information or, if provided subsequently to the provision ofunconsolidated, pro forma financial information but before the Calculation Agent makes itsdetermination for the purposes of the definition of “Successor”, other information that is containedin any written communication provided by the Reference Entity to its primary securities regulators,primary stock exchange, shareholders, creditors or other persons whose approval of theSuccession Event is required; and

(ii) in the case of a Reference Entity which does not file with securities regulators or a stockexchange, or which does not provide to shareholders, creditors or other persons whose approvalof the Succession Event is required, the information contemplated in (i) above, the best publiclyavailable information at the disposal of the Calculation Agent to allow it to make a determinationfor the purposes of the definition of “Successor”.

Information which is made available more than 14 calendar days after the legally effective date of theSuccession Event shall not constitute Best Available Information.

“Convertible Obligation” means any obligation that is convertible, in whole or in part, into EquitySecurities solely at the option of holders of such obligation or a trustee or similar agent acting for thebenefit only of holders of such obligation (or the cash equivalent thereof, whether the cash settlementoption is that of the issuer or of (or for the benefit of) the holders of such obligation).

“Credit Event” means one or more of the following events or conditions (specified in the SwapAgreement as applicable to a Reference Entity), which event or condition occurs on or after the IssueDate and on or prior to the Scheduled Maturity Date (save that if the Scheduled Maturity Date isextended following the occurrence of a Potential Failure to Pay on or prior to the Scheduled MaturityDate in respect of a Reference Entity where Grace Period Extension is specified as applicable underthe Swap Agreement, a Failure to Pay Credit Event in respect of that Reference Entity may still occurup to the Grace Period Extension Date):

(i) Bankruptcy;

(ii) Failure to Pay;

(iii) Repudiation/Moratorium; and

(iv) Restructuring;

63

If an occurrence would otherwise constitute a Credit Event, such occurrence will constitute a CreditEvent whether or not such occurrence arises directly or indirectly from or is subject to defence basedupon: (a) any lack or alleged lack of authority or capacity of a Reference Entity to enter into anyObligation, an Underlying Obligor to enter into any Underlying Obligation, (b) any actual or allegedunenforceability, illegality, impossibility or invalidity with respect to any Obligation or UnderlyingObligation, as applicable, however described, (c) any applicable law, order, regulation, decree ornotice, however described, or the promulgation of, or any change in, the interpretation by any court,tribunal, regulatory authority or similar administrative or judicial body with competent or apparentjurisdiction of any applicable law, order, regulation, decree or notice, however described, or (d) theimposition of, or any change in, any exchange controls, capital restrictions or any other similarrestrictions imposed by any monetary or other authority, however described.

“Credit Event Determination Date” means the first date on which both the Credit Event Notice and theNotice of Publicly Available Information are effective.

“Credit Event Notice” means, an irrevocable notice from the Swap Counterparty (which may be bytelephone) to the Issuer (which the Swap Counterparty has the right but not the obligation to deliver)which describes the occurrence of a Credit Event in respect of any Reference Entity in the ReferencePortfolio.

A Credit Event Notice must (i) contain a description in reasonable detail of the facts relevant to thedetermination that a Credit Event has occurred and (ii) specify the Reference Entity in respect of whichthe Credit Event has occurred. The Credit Event that is the subject of the Credit Event Notice need notbe continuing on the date the Credit Event Notice is effective.

“Defaulted Reference Entity” means the Reference Entity in the Reference Portfolio in respect ofwhich a Credit Event Notice has been given.

“Default Requirement” means the amount as calculated by the Calculation Agent in the relevantObligation Currency, as of the occurrence of the relevant Credit Event.

“Downstream Affiliate” means an entity whose outstanding Voting Shares were, at the date ofissuance of the Qualifying Guarantee, more than 50 percent owned, directly or indirectly, by theReference Entity.

“Due and Payable Amount” means the amount that is due and payable under (and in accordance withthe terms of) a Deliverable Obligation on the Settlement Determination Date, whether by reason ofacceleration, maturity, termination or otherwise (excluding sums in respect of default interest,indemnities, tax gross-ups and other similar amounts).

“Equity Securities” means:

(a) in the case of a Convertible Obligation, equity securities (including options and warrants) of theissuer of such obligation or depositary receipts representing equity securities of the issuer of suchobligation together with any other property distributed to or made available to holders of thoseequity securities from time to time; and

(b) in the case of an Exchangeable Obligation, equity securities (including options and warrants) ofa person other than the issuer of such obligation or depositary receipts representing equitysecurities of a person other than the issuer of such obligation together with any other propertydistributed to or made available to holders of those equity securities from time to time.

“Exchangeable Obligation” means any obligation that is exchangeable, in whole or in part, for EquitySecurities solely at the option of holders of such obligation or a trustee or similar agent acting for thebenefit only of holders of such obligation (or the cash equivalent thereof, whether the cash settlementoption is that of the issuer or of (or for the benefit of) the holders of such obligation).

64

“Excluded Obligation” means any obligation of a Reference Entity specified as such in the SwapAgreement.

“Extended Maturity Date” means, subject to the delivery of the Extension Notice, (i) in the event thatthe Swap Counterparty determines that a Credit Event may occur or may have occurred on or prior tothe Scheduled Maturity Date, the 30th business day after the Scheduled Maturity Date, or (ii) in respectof a Reference Entity to which Grace Period Extension applies, in the event that the Swap Counterpartydetermines that a Potential Failure to Pay may occur or may have occurred on or prior to the ScheduledMaturity Date, the 30th business day after the Grace Period Extension Date.

“Extension Notice” means, an irrevocable notice from the Swap Counterparty (which may be bytelephone) to the Issuer (which the Swap Counterparty has the right but not the obligation to deliver)notifying the Issuer of the following: (i) that in its determination (i) a Credit Event may occur or may haveoccurred on or prior to the Scheduled Maturity Date, or (ii) a Potential Failure to Pay may occur or mayhave occurred on or prior to the Scheduled Maturity Date.

“Failure to Pay” means after the expiration of any applicable (or deemed) Grace Period (after thesatisfaction of any conditions precedent to the commencement of such Grace Period), the failure by aReference Entity to make, when and where due, any payments in an aggregate amount of not less thanthe Payment Requirement under one or more Obligations in accordance with the terms of suchObligations at the time of such failure.

“Governmental Authority” means any de facto or de jure government (or any agency, instrumentality,ministry or department thereof), court, tribunal, administrative or other governmental authority or anyother entity (private or public) charged with the regulation of the financial markets (including the centralbank) of a Reference Entity or of the jurisdiction of organization of a Reference Entity.

“Grace Period” means (i) subject to clauses (ii) and (iii), the applicable grace period with respect topayments under the relevant Obligation under the terms of such Obligation in effect as of the later ofthe Fixing Date and the date as of which such Obligation is issued or incurred; (ii) where Grace PeriodExtension is specified as applicable to a Reference Entity, a Potential Failure to Pay has occurred onor prior to the Scheduled Maturity Date and the applicable grace period cannot, by its terms, expire onor prior to the Scheduled Maturity Date, the Grace Period shall be deemed to be the lesser of suchgrace period and the period specified as such in the Swap Agreement or, if no period is specified, thirtycalendar days; and (iii) if, at the later of the Fixing Date and the date as of which an Obligation is issuedor incurred, no grace period with respect to payments or a grace period with respect to payments of lessthan three Grace Period Business Days is applicable under the terms of such Obligation, a GracePeriod of three Grace Period Business Days shall be deemed to apply to such Obligation; provided that,unless Grace Period Extension is specified as applicable in the Swap Agreement, such deemed GracePeriod shall expire no later than the Scheduled Maturity Date.

“Grace Period Business Day” means a day on which commercial banks and foreign exchangemarkets are generally open to settle payments in the place or places and on the days specified for thatpurpose in the relevant Obligation and if a place or places are not so specified, in the jurisdiction of thecurrency or currencies in which an Obligation Currency.

“Grace Period Extension Date” means the date that is the number of days in the Grace Period afterthe date of such Potential Failure to Pay.

“Loan” means any Borrowed Money that is documented by a term loan agreement, revolving loanagreement or other similar credit agreement and shall not include any other type of Borrowed Moneyobligation.

65

“Notice of Publicly Available Information” means an irrevocable notice from the Swap Counterparty(which may be by telephone) to the Issuer (which the Calculation Agent has the right but not theobligation to deliver) that cites Publicly Available Information confirming the occurrence of the CreditEvent described in the Credit Event Notice. The notice given must contain a copy or description inreasonable detail, of the relevant Publicly Available Information. If Notice of Publicly AvailableInformation is specified as applicable and a Credit Event Notice cites Publicly Available Information,such Credit Event Notice will also be deemed to be a Notice of Publicly Available Information.

“Obligation” means

(a) any obligation of a Reference Entity (either directly or as provider of a Qualifying AffiliateGuarantee or, if “All Guarantees” is specified as applying in this pricing supplement, as providerof any Qualifying Guarantee) determined pursuant to the method described in (A) Method forDetermining Obligations below (but excluding each Excluded Obligation (if any) specified in theSwap Agreement);

(b) each Reference Obligation specified in the Swap Agreement, unless specified as an ExcludedObligation; and

(c) any other specified obligation of the Defaulted Reference Entity.

(A) Method for Determining Obligations. With respect to any Series, the term “Obligation”may be defined as each obligation of each Reference Entity described by the ObligationCategory specified in the Swap Agreement, and having each of the ObligationCharacteristics (if any) specified in the Swap Agreement, in each case, as of the date of theevent which constitutes the Credit Event which is the subject of the Credit Event Notice.

The following terms shall have the following meanings:

(a) “Payment” means any obligation (whether present or future, contingent or otherwise)for the payment or repayment of money, including, without limitation, Borrowed Money;

(b) “Borrowed Money” means any obligation (excluding an obligation under a revolvingcredit arrangement for which there are no outstanding, unpaid drawings in respect ofprincipal) for the payment or repayment of borrowed money (which term shall include,without limitation, deposits and reimbursement obligations arising from drawingspursuant to letters of credit).

(B) Interpretation of Provisions.

(1) in the event that an Obligation is a Qualifying Guarantee, the following will apply:

(i) For purposes of the application of the Obligation Category, the QualifyingGuarantee shall be deemed to be described by the same category or categoriesas those that describe the Underlying Obligation.

(ii) For purposes of the application of the Obligation Characteristics, both theQualifying Guarantee and the Underlying Obligation must satisfy on the relevantdate each of the applicable Obligation Characteristics, if any, specified in theSwap Agreement from the following list: Not Subordinated, Specified Currency,Not Sovereign Lender, Not Domestic Currency and Not Domestic Law. For thesepurposes, unless otherwise specified in the Swap Agreement, (A) the lawfulcurrency of any of Canada, Japan, Switzerland, the United Kingdom or the UnitedStates of America or the euro shall not be a Domestic Currency and (B) the lawsof England and the laws of the State of New York shall not be a Domestic Law.

66

(iii) For purposes of the application of the Obligation Characteristics, only theUnderlying Obligation must satisfy on the relevant date each of the applicableObligation Characteristics, if any, specified in the Swap Agreement from thefollowing list: Listed, Not Contingent, Not Domestic Issuance, Assignable Loan,Consent Required Loan, Transferable, Maximum Maturity, Accelerated orMatured and Not Bearer.

(iv) For purposes of the application of the Obligation Characteristics to an UnderlyingObligation, references to the Reference Entity shall be deemed to refer to theUnderlying Obligor.

(v) The terms “Outstanding Principal Balance” and “Due and Payable Amount” (asthey are used in the Conditions), when used in connection with QualifyingGuarantees are to be interpreted to be the then “Outstanding Principal Balance”or “Due and Payable Amount”, as applicable, of the Underlying Obligation whichis supported by a Qualifying Guarantee.

“Obligation Currency” means the currency or currencies in which the Obligation is denominated.

“Outstanding Principal Balance” means, in relation to a Reference Obligation or a DeliverableObligation:

(a) if that Reference Obligation or Deliverable Obligation, as the case may be, is an AccretingObligation, the Accreted Amount thereof;

(b) if that Reference Obligation or Deliverable Obligation, as the case may be, is an ExchangeableObligation but not an Accreting Obligation, the outstanding principal amount of such obligationexcluding any amount that may be payable under the terms of such obligation in respect of thevalue of the Equity Securities for which such obligation is exchangeable; and

(c) in relation to any other Reference Obligation or Deliverable Obligation, as the case may be, theoutstanding principal amount of such Reference Obligation.

“Payment Requirement” means the amount specified as such in this pricing supplement or itsequivalent in the relevant Obligation Currency or, if a Payment Requirement is not specified,U.S.$1,000,000, or its equivalent as calculated by the Calculation Agent in the relevant ObligationCurrency, in either case as of the occurrence of the relevant Failure to Pay.

“Permitted Currency” means (i) the legal tender of any Group of 7 country (or any country thatbecomes a member of the Group of 7 if such Group of 7 expands its membership); or (ii) the legaltender of any country which, as of the date of such change, is a member of the Organisation forEconomic Cooperation and Development and has a local currency long-term debt rating of either AAAor higher assigned to it by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or anysuccessor to the rating business thereof, Aaa or higher assigned to it by Moody’s Investor Services orany successor to the rating business thereof or AAA or higher assigned to it by Fitch Ratings or anysuccessor to the rating business thereof.

“Potential Failure to Pay” means the failure by a Reference Entity to make, when and where due, anypayments in an aggregate amount of not less than the Payment Requirement under one or moreObligations, without regard to any grace period or any conditions precedent to the commencement ofany grace period applicable to such Obligations, in accordance with the terms of such Obligation at thetime of such failure.

67

“Publicly Available Information” means,

(a) information that reasonably confirms any of the facts relevant to the determination that the CreditEvent described in the Credit Event Notice has occurred and which (i) has been published in oron not less the Specified Number of Public Sources, regardless of whether the reader or userthereof pays a fee to obtain such information; provided that, if any of the Swap Counterparty orits Affiliates is cited as the sole source of such information, then such information shall not bedeemed to be Publicly Available Information unless the Swap Counterparty or its Affiliate is actingin its capacity as trustee, fiscal agent, administrative agent, clearing agent or paying agent for anObligation; (ii) is information received from or published by (A) a Reference Entity or (B) a trustee,fiscal agent, administrative agent, clearing agent or paying agent for an Obligation, (iii) isinformation contained in any petition or filing instituting a proceeding described in paragraph (d)in the definition of “Bankruptcy” above against or by a Reference Entity or (iv) is informationcontained in any order, decree, notice or filing, however described, of or filed with a court, tribunal,exchange, regulatory authority or similar administrative, regulatory or judicial body.

(b) In relation to any information of the type described in clauses (ii), (iii) and (iv) of sub-paragraph(a) of this definition of “Publicly Available Information” above, the Issuer and the Calculation Agentmay assume that such information has been disclosed to it without violating any law, agreementor understanding regarding the confidentiality of such information and that the party deliveringsuch information has not taken any action or entered into any agreement or understanding withthe Reference Entity or any Affiliate of the Reference Entity that would be breached by, or wouldprevent, the disclosure of such information to third parties.

(c) Publicly Available Information need not state that such occurrence (A) has met the PaymentRequirement or Default Requirement, (B) is the result of exceeding any applicable Grace Periodor (C) has met the subjective criteria specified in certain Credit Events.

“Public Source” means each of The Business Times, The Straits Times, Bloomberg Service, DowJones Telerate Service, Reuter Monitor Money Rates Services, Dow Jones News Wire, Wall StreetJournal, New York Times, Nihon Keizai Shinbun, Asahi Shinbun, Yomiuri Shinbun, Financial Times, LaTribune, Les Echos and The Australian Financial Review (and successor publications), the mainsource(s) of business news in the country in which the Reference Entity is organised and any otherinternationally recognised published or electronically displayed news sources.

“Qualifying Affiliate Guarantee” means a Qualifying Guarantee provided by a Reference Entity inrespect of an Underlying Obligation of a Downstream Affiliate of that Reference Entity.

“Qualifying Guarantee” means an arrangement evidenced by a written instrument pursuant to whicha Reference Entity irrevocably agrees (by guarantee of payment or equivalent legal arrangement) topay all amounts due under an obligation (the “Underlying Obligation”) for which another party is theobligor (the “Underlying Obligor”). Qualifying Guarantees shall exclude any arrangement (i)structured as a surety bond, financial guarantee insurance policy, letter of credit or equivalent legalarrangement; or (ii) pursuant to the terms of which the payment obligations of the Reference Entity canbe discharged, reduced or otherwise altered or assigned (other than by operation of law) as a result ofthe occurrence or non-occurrence of an event or circumstance (other than payment). The benefit of aQualifying Guarantee must be capable of being delivered together with the Delivery of the UnderlyingObligation.

“Reference Entity” means each entity specified as such in the Swap Agreement and any Successor.

“Reference Obligation” means, in respect of any Reference Entity, the obligation specified in the SwapAgreement opposite the relevant Reference Entity in the table and any Substitute ReferenceObligation.

68

“Reference Portfolio” means the Final Portfolio comprising all the Reference Entities specified as suchin the Swap Agreement and, in each case, any Successor, and any substitute entity appointed by theCalculation Agent to replace an Affected Entity.

“Relevant Obligations” means the Obligations constituting Bonds and Loans of the Reference Entityoutstanding immediately prior to the effective date of the Succession Event, excluding any debtobligations outstanding between the Reference Entity and any of its Affiliates, as determined by theCalculation Agent. The Calculation Agent will determine the entity which succeeds to such RelevantObligations on the basis of the Best Available Information. If the date on which the Best AvailableInformation is available or is filed precedes the legally effective date of the relevant Succession Event,any assumptions as to the allocation of obligations between or among entities contained in the BestAvailable Information will be deemed to have been fulfilled as of the legally effective date of theSuccession Event, whether or not this is in fact the case.

“Repudiation/Moratorium” means (i) an authorised officer of a Reference Entity or a GovernmentalAuthority (a) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validityof, one or more Obligations in an aggregate amount of not less than the Default Requirement or (b)declares or imposes a moratorium, standstill, roll-over or deferral, whether de facto or de jure, withrespect to one or more Obligations in an aggregate amount of not less than the Default Requirement;and (ii) a Failure to Pay, determined without regard to the Payment Requirement, or a Restructuring,determined without regard to the Default Requirement, with respect to any such Obligation occurringon or prior to two Business Days prior to the Maturity Date.

“Restructuring” means that:

(a) with respect to one or more Obligations, and in relation to an aggregate amount of not less thanUSD10,000,000 (or its equivalent in the relevant currency or currencies in which an Obligation isdenominated), any one or more of the following events occurs in a form that binds all holders ofsuch Obligation, is agreed between a Reference Entity or a Governmental Authority and asufficient number of holders of such Obligation to bind all holders of the Obligation or isannounced (or otherwise decreed) by a Reference Entity or a Governmental Authority in a formthat binds all holders of such Obligation, and such event is not provided for under the terms ofsuch Obligation in effect as of the later of the Issue Date and the date as of which such Obligationis issued or incurred:

(i) a reduction in the rate or amount of interest payable or the amount of scheduled interestaccruals;

(ii) a reduction in the amount of principal or premium payable at maturity or at scheduledredemption dates;

(iii) a postponement or other deferral of a date or dates for either (A) the payment or accrual ofinterest or (B) the payment of principal or premium;

(iv) a change in the ranking in priority of payment of any Obligation, causing the Subordinationof such Obligation to any other Obligation; or

(v) any change in the currency or composition of any payment of interest or principal to anycurrency which is not a Permitted Currency.

(b) Notwithstanding the provisions of (a) above, none of the following shall constitute a Restructuring:

(i) the payment in euros of interest or principal in relation to an Obligation denominated in acurrency of a Member State of the European Union that adopts or has adopted the singlecurrency in accordance with the Treaty establishing the European Community, as amendedby the Treaty on European Union;

(ii) the occurrence of, agreement to or announcement of any of the events described in (a)(i) to(a)(v) above due to an administrative adjustment, accounting adjustment or tax adjustmentor other technical adjustment occurring in the ordinary course of business; and

69

(iii) the occurrence of, agreement to or announcement of any of the events described in (a)(i) to(a)(v) above in circumstances where such event does not directly or indirectly result from adeterioration in the creditworthiness or financial condition of a Reference Entity.

(c) For purposes of paragraphs (a) and (b) above, the term “Obligation” shall be deemed to includeUnderlying Obligations for which a Reference Entity is acting as provider of any Qualifying AffiliateGuarantee or, if All Guarantees is specified, as provider of any Qualifying Guarantee. In the caseof a Qualifying Guarantee and an Underlying Obligation, references to a Reference Entity inparagraph (a) of this definition and the definition of Subordination shall be deemed to refer to therelevant Underlying Obligor and the reference to a Reference Entity in paragraph (b) of thisdefinition shall continue to refer to such Reference Entity.

“Sovereign” means any state, political subdivision or government, or any agency, instrumentality,ministry, department or other authority (including without limiting the foregoing, the central bank)thereof.

“Sovereign Agency” means any agency, instrumentality, ministry, department or other authority(including, without limiting the foregoing, the central bank) of a Sovereign.

“Specified Number” means the number of Public Source(s) specified in the Swap Agreement, or if nonumber is specified, two.

“Subordination” means, with respect to an obligation (the “Subordinated Obligation”) and anotherobligation of the Reference Entity to which such obligation is being compared (the “SeniorObligation”), a contractual, trust or similar arrangement providing that (i) upon the liquidation,dissolution, reorganisation or winding up of the Reference Entity, claims of the holders of the SeniorObligation will be satisfied prior to the claims of the holders of the Subordinated Obligation or (ii) theholders of the Subordinated Obligation will not be entitled to receive or retain payments in respect oftheir claims against the Reference Entity at any time that the Reference Entity is in payment arrears oris otherwise in default under the Senior Obligation. “Subordinated” will be construed accordingly. Forpurposes of determining whether Subordination exists or whether an obligation is Subordinated withrespect to another obligation to which it is being compared, the existence of preferred creditors arisingby operation of law or of collateral, credit support or other credit enhancement arrangements shall notbe taken into account, except that, notwithstanding the foregoing, priorities arising by operation of lawshall be taken into account where the Reference Entity is a Sovereign.

“Substitute Reference Obligation” means one or more obligations of a Reference Entity (eitherdirectly or as provider of a Qualifying Affiliate Guarantee or, if “All Guarantees” is specified as applicablewith respect to that Reference Entity in the Swap Agreement, as provider of any Qualifying Guarantee)that will replace one or more Reference Obligations, identified by the Calculation Agent in accordancewith the following procedures:

(a) In the event that (i) a Reference Obligation is redeemed in whole or (ii) in the opinion of theCalculation Agent (A) the aggregate amounts due under any Reference Obligation have beenmaterially reduced by redemption or otherwise (other than due to any scheduled redemption,amortization or prepayments), (B) any Reference Obligation is an Underlying Obligation with aQualifying Guarantee of a Reference Entity and, other than due to the existence or occurrence ofa Credit Event, the Qualifying Guarantee is no longer a valid and binding obligation of suchReference Entity enforceable in accordance with its terms, or (C) for any other reason, other thandue to the existence or occurrence of a Credit Event, any Reference Obligation is no longer anobligation of a Reference Entity, the Calculation Agent shall identify one or more Obligations toreplace such Reference Obligation.

70

(b) Any Substitute Reference Obligation or Substitute Reference Obligations shall be an Obligationthat (i) ranks pari passu (or, if no such Obligation exists, then, at the Issuer’s option, an Obligationthat ranks senior) in priority of payment with such Reference Obligation (with the ranking in priorityof payment of such Reference Obligation being determined as of the later of (A) the specifiedTrade Date and (B) the date on which such Reference Obligation was issued or incurred and notreflecting any change to such ranking in priority of payment after such later date), (ii) preservesthe economic equivalent, as closely as practicable as determined by the Calculation Agent, of thedelivery and payment obligations of the Issuer and (iii) is an obligation of the relevant ReferenceEntity (either directly or as provider of a Qualifying Affiliate Guarantee or, if “All Guarantees” isspecified as applicable, as provider of a Qualifying Guarantee). The Substitute ReferenceObligation or Substitute Reference Obligations identified by the Calculation Agent shall, withoutfurther action, replace such Reference Obligation or Reference Obligations.

(c) If more than one specific Reference Obligation is identified as a Reference Obligation with respectto a Reference Entity, any of the events set forth under (a) above has occurred with respect to oneor more but not all of the Reference Obligations for such Reference Entity, and the CalculationAgent determines that no Substitute Reference Obligation is available for one or more of suchReference Obligations, each Reference Obligation for which no Substitute Reference Obligationis available shall cease to be a Reference Obligation.

(d) If more than one specific Reference Obligation is identified as a Reference Obligation with respectto a Reference Entity, any of the events set forth under (a) above has occurred with respect to allof the Reference Obligations for such Reference Entity, and the Calculation Agent determines thatat least one Substitute Reference Obligation is available for any such Reference Obligation, theneach such Reference Obligation shall be replaced by a Substitute Reference Obligation and eachReference Obligation for which no Substitute Reference Obligation is available will cease to be aReference Obligation.

(e) If (i) more than one specific Reference Obligation is identified as a Reference Obligation withrespect to a Reference Entity, any of the events set forth under (a) above has occurred withrespect to all the Reference Obligations of such Reference Entity and the Calculation Agentdetermines that no Substitute Reference Obligation is available for any of the ReferenceObligations of such Reference Entity, or (ii) only one specific Reference Obligation is identified asa Reference Obligation, any of the events set forth under sub-section (a) of this definition ofSubstitute Reference Obligation has occurred with respect to such Reference Obligation and theCalculation Agent determines that no Substitute Reference Obligation is available for thatReference Obligation, then the Calculation Agent shall continue to attempt to identify a SubstituteReference Obligation until the Maturity Date.

(f) For purposes of identification of a Reference Obligation, any change in a Reference Obligation’sCUSIP or ISIN number or other similar identifier will not, in and of itself, convert such ReferenceObligation into a different Obligation.

“Succession Event” means an event such as a merger, consolidation, amalgamation, transfer ofassets or liabilities, demerger, spin-off or other similar event, in which one entity succeeds to theobligations of another entity whether by operation of law or pursuant to any agreement.Notwithstanding the foregoing, “Succession Event” shall not include any event in which the holders ofobligations of the Reference Entity exchange such obligations for the obligations of another entity,unless such exchange occurs in connection with a merger, consolidation, amalgamation, transfer ofassets or liabilities, demerger, spin-off or other similar event.

“Successor” shall have the meaning determined in accordance with the following provisions:

(a) in relation to a Reference Entity, “Successor” means the entity or entities, if any, determined asset forth below:

(i) if an entity directly or indirectly succeeds to 75% or more of the Relevant Obligations of theReference Entity by way of a Succession Event, that entity will be the sole Successor;

71

(ii) if one entity directly or indirectly succeeds to more than 25% (but less than 75%) of theRelevant Obligations of the Reference Entity by way of a Succession Event, and not morethan 25% of the Relevant Obligations of the Reference Entity remains with the ReferenceEntity, the entity that succeeds to more than 25% of the Relevant Obligations will be the soleSuccessor;

(iii) if more than one entity each directly or indirectly succeeds to more than 25% of the RelevantObligations of the Reference Entity by way of a Succession Event, and not more than 25%of the Relevant Obligations of the Reference Entity remains with the Reference Entity, theentities that succeed to more than 25% of the Relevant Obligations will be Successors and,the Calculation Agent shall adjust such of the Conditions as it in its sole and absolutediscretion acting in a commercially reasonable manner shall determine to be appropriate toreflect that the relevant Reference Entity has been succeeded by more than one Successorand shall determine the effective date of that adjustment;

(iv) if one or more entities each directly or indirectly succeed to more than 25% of the RelevantObligations of the Reference Entity by way of a Succession Event, and more than 25% of theRelevant Obligations of the Reference Entity remains with the Reference Entity, each suchentity and the Reference Entity will be Successors and, the Calculation Agent shall adjustsuch of the Conditions as it in its sole and absolute discretion acting in a commerciallyreasonable manner shall determine to be appropriate to reflect that the relevant ReferenceEntity has been succeeded by more than one Successor and shall determine the effectivedate of that adjustment;

(v) if one or more entities directly or indirectly succeed to a portion of the Relevant Obligationsof the Reference Entity by way of a Succession Event, but no entity succeeds to more than25% of the Relevant Obligations of the Reference Entity and the Reference Entity continuesto exist, there will be no Successor and the Reference Entity will not be changed in any wayas a result of the Succession Event; and

(vi) if one or more entities directly or indirectly succeed to a portion of the Relevant Obligationsof the Reference Entity by way of a Succession Event, but no entity succeeds to more than25% of the Relevant Obligations of the Reference Entity and the Reference Entity ceases toexist, the entity which succeeds to the greatest percentage of Relevant Obligations (or, if twoor more entities succeed to an equal percentage of Relevant Obligations, the entity fromamong those entities which succeeds to the greatest percentage of obligations of theReference Entity) will be the sole Successor.

The Calculation Agent will be responsible for determining, as soon as reasonably practicable afterit becomes aware of the relevant Succession Event (but no earlier than 14 days after the legallyeffective date of the Succession Event), and with effect from the legally effective date of theSuccession Event, whether the relevant thresholds set forth above have been met, or which entityqualifies under sub-paragraph (a)(vi) above of this definition of “Successor”, as applicable. Incalculating the percentages used to determine whether the relevant thresholds set forth abovehave been met, or which entity qualifies under sub-paragraph (a)(vi) above of this definition of“Successor”, as applicable, the Calculation Agent shall use, in respect of each applicableRelevant Obligation included in such calculation, the amount of the liability in respect of suchRelevant Obligation listed in the Best Available Information.

72

For purposes of interpreting this definition of Successor, “succeed” means, with respect to aReference Entity and its Relevant Obligations (or, as applicable, obligations), that a party otherthan such Reference Entity (i) assumes or becomes liable for such Relevant Obligations (or, asapplicable, obligations) whether by operation of law or pursuant to any agreement or (ii) issuesBonds that are exchanged for Relevant Obligations (or, as applicable, obligations), and in eithercase such Reference Entity is no longer an obligor (primary or secondarily) or guarantor whichrespect to such Relevant Obligations (or, as applicable, obligations). The determinations requiredpursuant to this definition of Successor shall be made, in the case of an exchange offer, on thebasis of the Outstanding Principal Balance of Relevant Obligations tendered and accepted in theexchange and not on the basis of the Outstanding Principal Balance of Bonds for which RelevantObligations have been exchanged.

(b) Where (i) a Reference Obligation is specified with respect to a Reference Entity, (ii) one or moreSuccessors to the Reference Entity have been identified and (iii) any one or more suchSuccessors have not assumed the Reference Obligation, a Substitute Reference Obligation willbe determined in accordance with the definition of “Substitute Reference Obligation” below withrespect to each Successor.

“Supranational Organisation” means any entity or organisation established by treaty or otherarrangement between two or more Sovereigns, and includes, without limiting the foregoing, theInternational Monetary Fund, European Central Bank, International Bank for Reconstruction andDevelopment and the European Bank for Reconstruction and Development.

73

APPENDIX 2A HYPOTHETICAL EXAMPLE OF HOW THE INTEREST

COUPON IS CALCULATED

The following example is purely hypothetical. It is included only to illustrate how the Interest Couponpayable (if any) on the Notes is calculated, and you must not rely on it as any indication of what theInterest Coupon and the performance of the Notes might actually be.

Assume that you have made an initial investment of S$5,000 in the SGD Notes, i.e. a subscription forone SGD Note. As the SGD Note is principal protected, throughout the term of the SGD Note, you willreceive Instalment Amounts on each Instalment Date which in the aggregate will be an amount equalto S$5,000 on the SGD Note, unless the Notes are redeemed early pursuant to the exercise of theIssuer’s Call Option or due to an Event of Default, taxation or other reasons.

The redemption amount on the SGD Note comprises the aggregate Instalment Amounts. The InterestCoupon is dependent on the number of Credit Events that have occurred from and including the IssueDate of the SGD Note up to and including the Scheduled Maturity Date unless the Issuer redeems theSGD Note early pursuant to the exercise of the Issuer’s Call Option or due to an Event of Default,taxation or other reasons. Accordingly, the possible aggregate Instalment Amounts plus InterestCoupon (if any) on an initial investment of S$5,000 in an SGD Note at the Maturity Date are as follows:

Number of Credit EventsAggregate Instalment Amounts plus Interest

Coupon (if any) (S$)

0 7,400

1 6,800

2 6,200

3 5,600

4 or more 5,000

74

APPENDIX 3ADDITIONAL INFORMATION ABOUT THE REFERENCE

ENTITIES IN THE MODEL PORTFOLIO

The 125 Reference Entities in the Model Portfolio satisfy the Portfolio Criteria as at the Fixing Date(which is expected to be 3 September 2007).

The Reference Entities in the Model Portfolio comprise the following:

NoName and address ofReference Entity

Standard & Poor’s IndustryClassification Website

1 Accor, 2 Rue de la MareNeuve91021 Evry Cedex,France

Hotels/motels/inns and casinos www.accor.com

2 Acom Co., Ltd.,2-1-1MarunouchiChiyoda-kuTokyo,100-8307Japan

Financial Intermediaries www.acom.co.jp

3 Adecco, Saegereistrasse108152 Glattbrugg,Switzerland

Business equipment and services www.adecco.com

4 Aiful Corporation, 381-1Karasumadori Gojo NoboruTakasago-cho,Shimogyo-kuKyoto City Kyoto, 600-8420Japan

Financial Intermediaries www.aiful.co.jp

5 Aktiebolaget Electrolux, StGoransgatan 143, 105 45Stockholm, Sweden

Home furnishings www.electrolux.com

6 Akzo Nobel, Velperweg 76,PO Box 9300, 6800 SbArnhem, Netherlands

Chemical/plastics www.akzonobel.coms

7 Alcan Inc., 1188Sherbrooke Street WestMontreal, PQ H3A 3G2Canada

Nonferrous metals/minerals www.alcan.com

8 Alcoa, 390 Park AvenueNew York, NY 10022-4608United States

Nonferrous metals/minerals www.alcoa.com

9 Alinta LGA Ltd., Level 71 William StreetPerth,WA 6000Australia

Utilities www.alinta.net.au

10 Altadis Sa, Eloy Gonzalo10, 28010 Madrid, Spain

Beverage and tobacco www.altadis.com

11 Amcor Ltd, 679 VictoriaStreet, Abbotsford, VIC3067 Australia

Containers and glass products www.amcor.com

75



12 Anadarko PetroleumCorporation, 1201 LakeRobbins Drive, TheWoodlands, TX 77380United States

Oil and gas www.anadarko.com

13 Arcelor Finance, 19 AvenueDe La Liberte, L-2930Luxembourg, Luxembourg

Steel www.arcelor.com

14 Arrow Electronics, Inc., 50Marcus Drive, Melville, NY11747 United States

Electronics/electric www.arrow.com

15 Autozone, Inc., 123 SouthFront Street, Memphis, TN38103 United States

Retailers (other than food anddrug)

www.autozone.com

16 British TelecommunicationsPublic Limited Company,BT Centre, 81 NewgateStreet, London, EC1A 7AJUnited Kingdom

Telecom www.btplc.com

17 Cadbury Schweppes PublicLimited Company, 25Berkeley Square, London,W1J 6HB United Kingdom

Beverage and tobacco www.cadburyschweppes.com

18 Capital One Bank, 11011West Broad StreetGlen Allen, VA 23060United States

Financial Intermediaries www.capitalone.com

19 Cardinal Health, Inc., 7000Cardinal Place, Dublin, OH43017 United States

Food/drug retailers www.cardinal.com

20 Casino Guichard-Perrachon, 24 rue de laMontatBP 30642008 Saint-Etienne,France

Food/drug retailers www.groupe-casino.fr

21 CBS Corporation, 51 West52nd Street, New York, NY10019 United States

Broadcast radio and television www.cbscorporation.com

22 Centurytel, Inc., 100CenturyTel Drive, Monroe,LA 71203 United States

Telecom www.centurytel.com

23 Chartered SemiconductorManufacturing Ltd., 60Woodlands Industrial ParkD, Street 2, Singapore,738406 Singapore

Electronics/electric www.charteredsemi.com

24 Ciba Specialty ChemicalsHolding Inc.,Klybeckstrasse 141, 4002Basel, Switzerland

Chemical/plastics www.cibasc.com

76



25 Cit Group Inc., 1211Avenue of the Americas,New York, NY 10036United States

Financial Intermediaries www.cit.com

26 Coles Group Ltd., 800Toorak Road, Tooronga,VIC 3146 Australia

Food/drug retailers www.colesmyer.com

27 Comcast CableCommunications, Llc, 1500Market Street, Philadelphia,PA 19102 United States

Cable television www.comcast.com

28 Compagnie De Saint-Gobain, Les Miroirs, 18Ave D’Alsace, 92096 LaDefense Cedex, France

Building and development www.saint-gobain.fr

29 Compass Group Plc,Cowley House, GuildfordStreet, Chertsey, KT16 9BAUnited Kingdom

Food service www.compass-group.com

30 Computer SciencesCorporation, 2100 EastGrand AvenueEl Segundo, CA 90245United States

Business equipment and services www.csc.com

31 Conagra Foods Inc., OneConagra DriveOmaha, NE 68102United States

Food products www.conagra.com

32 ContinentalAktiengesellschaft,Vahrenwalder Strasse 9,30165 Hannover, Germany

Automotive www.conti-online.com

33 Cox Communications, Inc.,1400 Lake Heam Drive,Atlanta, GA30319 UnitedStates

Cable television www.cox.com

34 CSR Limited, Level 1, 9Help Street, Chatswood,NSW 2067 Australia

Building and development www.csr.com.au

35 CSX Corporation, 500Water Street, 15th Floor,Jacksonville, FL 32202United States

Rail industries www.csx.com

36 Daimler Chrysler AG, EppleStrasse 225, 70546Stuttgart, Germany

Automotive www.daimlerchrysler.com

37 Deutsche LufthansaAktiengesellschaft, Von-Gablenz-Strasse 2–6,50679 Cologne, Germany

Air transport www.lufthansa.com

77



38 Deutsche Telekom AG,Friedrich-Ebert-Allee 140,53113 Bonn, Germany

Telecom www.telekom3.de

39 DSG InternationalPLC,Maylands AvenueHemel HempsteadHertfordshire, HP2 7TGUnited Kingdom


www.dixons-group-plc.co.uk

40 Eastman ChemicalCompany, 100 NorthEastman Road, PO Box511, Kingsport, TN 37660United States

Chemical/plastics www.eastman.com

41 Embarq Corporation, 5454W. 110th Street, OverlandPark, KS 66211 UnitedStates

Telecom www.embarq.com

42 Experian Finance PLC, 1Stanhope GateLondon, W1K 1AFUnited Kingdom


www.gusplc.com

43 Federated DepartmentStores, Inc., 7 WestSeventh Street, Cincinnati,OH 45202 United States


www.federated-fds.com

44 Foster’s Group Ltd., 77Southbank Boulevard,Southbank, VIC 3006Australia

Beverage and tobacco www.fostersgroup.com

45 Genting Bhd., WismaGenting, Jalan SultanIsmail, 50250 KualaLumpur, Malaysia

Hotels/motels/inns and casinos www.genting.com.my

46 GKN Holdings Plc, PO Box55, Ipsley House, IpsleyChurch Lane, Redditch,Worcestershire, B98 0TLUnited Kingdom

Automotive www.gknplc.com

47 Glencore International Ag,Baarermattstrasse 3, 6341Baar, Switzerland

Nonferrous metals/minerals www.glencore.com

48 GPT Re Limited, Level 52,MLC Centre19-29 Martin PlaceSydney, NSW 2000Australia

REIT www.gpt.com.au

49 GS Caltex Corporation, GSTower #679 Yoksam-dong,Gangnum-gu, Seoul, 135-985, Korea, Republic of(South)

Oil and gas www.gscaltex.com

78



50 Hanson Plc, 1 GrosvenorPlaceLondon,SW1X 7JHUnited Kingdom

Building and development www.hansonplc.com

51 HellenicTelecommunicationsOrganisation SocieteAnonyme, 99 KifissiasAvenue15124 Athens,Greece

Telecom www.ote.gr

52 Hyundai Motor Company,231 Yangjae-dongSeocho-guSeoul,137-130Korea, Republic of (South)

Automotive worldwide.hyundai-motor.com

53 Iac/Interactivecorp, 152West 57th Street, NewYork, NY 10019 UnitedStates

Telecom www.iac.com

54 ICICI Bank Limited, ICICIBank Tower SouthBandra-Kurla ComplexMumbai, 400 051India

Financial Intermediaries www.icicibank.com

55 Imperial ChemicalIndustries Plc, 20Manchester SquareLondon, W1U 3AN UnitedKingdom

Chemical/plastics www.ici.com

56 Ingersoll-Rand Company,Clarendon House2 Church StreetHamilton, HM 11Bermuda

Industrial equipment www.irco.com

57 International PaperCompany, 6400 PoplarAvenueMemphis, TN 38197United States

Forest products www.internationalpaper.com

58 JC Penney Company, Inc.6501 Legacy DrivePlano,TX 75024United States


www.jcpenney.com

59 Kingfisher Plc, 3 SheldonSquarePaddingtonLondon, W2 6PXUnited Kingdom


www.kingfisher.com

60 Koninklijke DSM N.V., HetOverloon 1, 6411 TeHeerlen, Netherlands

Chemical/plastics www.dsm.com

79



61 Koninklijke KPN N.V., POBox 30000, 2500 Ga TheHague, Netherlands

Telecom www.kpn.com

62 Kraft Foods Inc., ThreeLakes DriveNorthfield, IL 60093United States

Food products www.kraft.com

63 Lafarge SA 61 Rue desBelles Feuilles 75116Paris, France

Building and development www.lafarge.fr

64 Lend Lease CorporationLtd, 30 The Bond30 Hickson RoadMillers Point, NSW 2000Australia

Building and development www.lendlease.com

65 Limited Brands Inc., ThreeLimited Parkway, PO Box16000, Columbus, OH43216 United States


www.limited.com

66 Macquarie Bank Limited,No. 1 Martin Place,Sydney, NSW 2000,Australia

Financial Intermediaries www.macquarie.com.au

67 Marks And Spencer P.L.C.,Waterside House, 35 NorthWharf Road, London, W21NW, United Kingdom


www.marksandspencer.com

68 Marriott International, Inc.,10400 Fernwood Road,Bethesda, MD 20817United States

Hotels/motels/inns and casinos www.marriott.com

69 Marsh & MclennanCompanies, Inc., 1166Avenue of the Americas,New York, NY 10036United States

Insurance www.mmc.com/index3.html

70 Marubeni Corporation,1–4-2 Ohtemachi, Chiyoda-ku, Tokyo, 100-8088 Japan

Conglomerates www.marubeni.co.jp

71 MBIA InsuranceCorporation, 113 KingStreet, Armonk, NY 10504,United States

Insurance www.mbia.com

72 Mckesson Corporation,One Post StreetSan Francisco,CA 94104United States

Health care www.mckessonhboc.com

73 Meadwestvaco Corp,11013 West Broad StreetGlenn Allen,VA 23060United States

Forest products www.meadwestvaco.com

80



74 Metro AG, Schlueterstrasse140235 Duesseldorf,Germany


www.metro.de

75 Motorola, Inc., 1303 EastAlgonquin RoadSchaumburg, IL 60196United States

Telecom www.motorola.com

76 Norfolk SouthernCorp,Three CommercialPlaceNorfolk,VA 23510United States

Rail industries www.nscorp.com

77 PCCW Limited, 39/FPCCW Tower, TaikooPlace, 979 King’s Road,Quarry Bay, Hong Kong(SAR)

Telecom www.pccw.com

78 Pearson Plc, 80 TheStrand, London, WC2R0RL United Kingdom

Publishing www.pearson.com

79 Pioneer Corporation, 1–4-1Meguro Meguro-kuTokyo, 153-8654Japan

Electronics/electric www.pioneer.co.jp

80 Promise Co., Ltd., 1–2-4OhtemachiChiyoda-kuTokyo,100-0004Japan

Financial Intermediaries www.promise.co.jp

81 Publishing AndBroadcasting Limited,2nd Floor54 Park StreetSydney, NSW 1028Australia

Broadcast radio and television www.pbl.com.au

82 Qantas Airways Limited,Qantas Centre, Building A,203 Coward Street,Mascot, NSW 2020Australia

Air transport www.qantas.com.au

83 R R Donnelley & SonsCompany, 111 SouthWacker Drive, Chicago, IL60606 United States

Publishing www.rrdonnelley.com

84 Radian Group Inc,1601Market StreetPhiladelphia, PA 19103United States

Insurance www.radianmi.com

85 Reed Elsevier PLC, 1–3StrandLondon,WC2N 5JRUnited Kingdom

Publishing www.reedelsevier.com

81



86 Reliance Industries Limited,Maker Chambers IV, 222Nariman Point, Mumbai,400 021 India

Chemical/plastics www.ril.com

87 Resona Bank Ltd, 2-2-1Bingo Machi Chuo-Ku,Osaka City, Osaka, 540-8610, Japan

Financial Intermediaries www.resona-gr.co.jp/resonabank

88 Rinker Group Limited,Level 8, Tower B799 Pacific HighwayChatswood, NSW 2067Australia

Building and development www.rinker.com

89 Safeway Inc., 5918Stoneridge Mall Road,Pleasanton, CA 94588United States

Food/drug retailers www.safeway.com

90 Safeway Limited, SafewayHouse, 6 Millington Road,Hayes, Middlesex, UB34AY United Kingdom

Food/drug retailers www.morrisons.co.uk

91 Sanyo Shinpan FinanceCo., Ltd,1-8 Kami-GofukumachiHakata-ku Fukuoka CityFukuoka, 812-8621Japan

Financial Intermediaries www.sanyo-shinpan.co.jp

92 Sara Lee Corporation,Three First National Plaza,Chicago, IL 60602 UnitedStates

Food products www.saralee.com

93 Shinsei Bank Ltd, 2-1-8Uchisaiwaicho, Chiyoda-Ku, Tokyo, 100-8501 Japan

Financial Intermediaries www.shinseibank.com

94 Southwest Airlines Co.,POBox 36611Dallas,TX 75235United States

Air transport www.southwest.com

95 Sprint Nextel Corporation,2001 Edmund Halley Drive,Reston, VA 20191 UnitedStates

Telecom www.sprint.com

96 Starwood Hotels & ResortsWorldwide, Inc., 1111Westchester Avenue, WhitePlains, NY 10604 UnitedStates+B144

Hotels/motels/inns and casinos www.starwoodhotels.com

97 State Bank of India,Central Off 16 MadameCama Road, TreasuryDepartment, Mumbai, 400021 India

Financial Intermediaries www.statebankofindia.com

82



98 Stora Enso Oyj, PO Box309, Kanavaranta 1, 00101Helsinki Finland

Forest products www.storaenso.com

99 Svenska Cellulosa AB-BSHS, PO Box 7827,Stureplan 3, 103 97Stockholm, Sweden

Forest products www.sca.com

100 Takefuji Corp, 8–15-1Nishi-Shinjuku, Shinjuku-ku, Tokyo, 163-8654 Japan

Financial Intermediaries www.takefuji.co.jp

101 Tate & Lyle Public LimitedCompany, Sugar Quay,Lower Thames Street,London, EC3R 6DQ UnitedKingdom

Food products www.tateandlyle.com

102 Telecom Italia Spa, Piazzadegli Affari 2Milan, 20123Italy

Telecom www.telecomitalia.it

103 Telefonica SA, Calle GranVia 2828013 MadridSpain

Telecom www.telefonica.es

104 PTT Building, 2/FL555 Vibhavadi RangsitRoadChatu Chak, Bangkok,10900Thailand

Chemical/plastics www.aromatics.co.th

105 The Kroger Co., 1014 VineStreetCincinnati, OH 45202United States

Food/drug retailers www.kroger.com

106 The Sherwin-WilliamsCompany,101 ProspectAvenue NWCleveland, OH 44115United States

Chemical/plastics www.sherwin.com

107 Thomson, 46 QuaiAlphonse Le Gallo, 92100Boulogne-Billancourt,France

Electronics/electric www.thomson.net

108 Thyssenkrupp AG, August-Thyssen-Strasse 1, 40211Duesseldorf, Germany

Steel www.thyssenkrupp.com

109 Time Warner Inc., OneTime Warner CenterNew York, NY 10019United States

Leisure www.timewarner.com

83



110 Union Pacific Corporation,1400 Douglas Street,Omaha, NE 68179 UnitedStates

Rail industries www.up.com

111 United Utilities Plc, DawsonHouse, Great Sankey,Warrington, WA5 3LWUnited Kingdom

Utilities www.unitedutilities.com

112 Universal Health Services,Inc. Universal CorporateCenter367 South Gulph RoadKing Of Prussia, PA 19406United States

Health care www.uhsinc.com

113 Upm-Kymmene Oyj,Etelaesplanadi 2, PO Box380, 00101 Helsinki,Finland

Forest products www.upm-kymmene.com

114 Valeo SA, 43 Rue Bayen75848 Paris Cedex 17,France

Automotive www.valeo.com

115 Valero Energy Corporation,One Valero Way, SanAntonio, TX 78249 UnitedStates

Oil and gas www.valero.com

116 Veolia Environnement,36-38 Avenue Kleber,75116 Paris, France

Utilities www.veoliaenvironnement.com

117 Victor Company of Japan,Limited,3-12 Moriya-choKanagawa-ku YokohamaKanagawa,221-8528Japan

Electronics/electric www.jvc-victor.co.jp

118 Vinci, 1 Cours Ferdinandde Lesseps92851 Rueil-Malmaison,France

Building and development www.groupe-vinci.com

119 Vivendi, 42 Avenue deFriedland, 75380 ParisCedex 08, France

Leisure www.vivendi.com

120 Vodafone Group PublicLimited Company,Vodafone House, TheConnection NewburyBerkshire RG142F

Telecom www.vodafone.com

121 Wesfarmers Limited, Level11, Wesfarmers House40 The EsplanadePerth,WA 6000Australia

Conglomerates www.wesfarmers.com.au

84



122 Weyerhaeuser Company,Mail Stop CH 1C32PO Box 977733663 Weyerhaeuser WayFederal Way,WA 98063

Forest products www.weyerhaeuser.comm

123 Whirlpool Corporation,2000 North M-63Benton Harbor,MI 49022United States

Home furnishings www.whirlpoolcorp.com

124 Wolters KluwerN.V.,Apollolaan 153PO Box 752481070 Ae Amsterdam,Netherlands

Publishing www.wolterskluwer.com

125 XL Capital Ltd, XL HouseOne Bermudiana RoadHamilton,HM 11Bermuda

Insurance www.xlcapital.com

The information above (other than the industry classification, which is by Standard & Poor’s) is derivedfrom publicly available sources published by Bloomberg and the industry classification is derived frompublicly available sources published by Standard & Poor’s. None of the Issuer, its directors, theProgramme Arranger and the Dealer has obtained the specific consents of Bloomberg and Standard &Poor’s for the inclusion of such information in this Pricing Statement. Accordingly, neither Bloombergnor Standard & Poor’s would be liable for the information included in this Pricing Statement. None ofthe Issuer, its directors, the Programme Arranger and the Dealer has verified the accuracy of theinformation and accordingly, none of the Issuer, its directors, the Programme Arranger and the Dealermakes any representations as to the accuracy or reliability of the information, save that the Issuer, itsdirectors, the Programme Arranger and the Dealer have taken reasonable care to accurately extractand/or reproduce such information in its proper form and context.

85

APPENDIX 4A BRIEF GUIDE TO CREDIT RATINGS

Neither Standard and Poor’s nor Moody’s has consented to the inclusion of the information set out inAppendix 4 below. None of the Issuer, the Programme Arranger and the Dealer makes anyrepresentations as to the accuracy or reliability of the information set out in Appendix 4, save that theIssuer, the Programme Arranger and the Dealer have taken reasonable care to correctly extract and/orreproduce such information in its proper form and context. More information on credit ratings can befound at the websites of Standard and Poor’s at www.standardandpoors.com and Moody’s atwww.moodys.com. A fee may be payable to access such information from these websites. Theinformation on these websites is not part of the Pricing Statement or the Base Prospectus and none ofthe Issuer, the Programme Arranger and the Dealer accepts any responsibility for such information,including whether that information is accurate, complete or up-to-date.

What is a credit rating?

A credit rating is a current assessment by a credit rating agency of a company’s overall financialcapacity to pay its debts. The focus is on the company’s capacity to pay its debts as they become due.The rating does not necessarily apply to any specific debt.

What do the credit ratings mean?

These are guidelines issued by Standard and Poor’s and Moody’s Investors Service, Inc. on what eachof their ratings means.

Standard and Poor’s Long-Term Issuer Credit Ratings

AAA An obligor rated “AAA” has EXTREMELY STRONG capacity to meet its financialcommitments. “AAA” is the highest Issuer Credit Rating assigned by Standard & Poor’s.

AA An obligor rated “AA” has VERY STRONG capacity to meet its financial commitments. Itdiffers from the highest rated obligors only in small degree.

A An obligor rated “A” has STRONG capacity to meet its financial commitments but issomewhat more susceptible to the adverse effects of changes in circumstances andeconomic conditions than obligors in higher-rated categories.

BBB An obligor rated “BBB” has ADEQUATE capacity to meet its financial commitments.However, adverse economic conditions or changing circumstances are more likely to leadto a weakened capacity of the obligor to meet its financial commitments.

BB An obligor rated “BB” is LESS VULNERABLE in the near term than other lower-ratedobligors. However, it faces major ongoing uncertainties and exposure to adversebusiness, financial, or economic conditions which could lead to the obligor’s inadequatecapacity to meet its financial commitments.

B An obligation rated “B” is MORE VULNERABLE to non-payment than obligations rated“BB”, but the obligor currently has the capacity to meet its financial commitment on theobligation. Adverse business, financial, or economic conditions will likely impair theobligor’s capacity or willingness to meet its financial commitment on the obligation.

CCC An obligor rated “CCC” is CURRENTLY VULNERABLE, and is dependent uponfavourable business, financial, and economic conditions to meet its financialcommitments.

86

CC An obligor rated “CC” is CURRENTLY HIGHLY VULNERABLE.

C A subordinated debt or preferred stock obligation rated “C” is CURRENTLY HIGHLYVULNERABLE to non-payment. The “C” rating may be used to cover a situation where abankruptcy petition has been filed or similar action taken, but payments on this obligationare being continued. A “C” also will be assigned to a preferred stock issue in arrears ondividends or sinking fund payments, but that is currently paying.

Plus (+) or minus (-)

The ratings from “AA” to “CCC” may be modified by the addition of a plus or minus sign to show relativestanding within the major rating categories.

Credit Watch

CreditWatch highlights the potential direction of a short- or long-term rating. It focuses on identifiableevents and short-term trends that cause ratings to be placed under special surveillance by Standardand Poor’s analytical staff. These may include mergers, recapitalizations, voter referendums,regulatory action, or anticipated operating developments. Ratings appear on CreditWatch when suchan event or a deviation from an expected trend occurs and additional information is necessary toevaluate the current rating. A listing, however, does not mean a rating change is inevitable, andwhenever possible, a range of alternative ratings will be shown. CreditWatch is not intended to includeall ratings under review, and rating changes may occur without the ratings having first appeared onCreditWatch. The “positive” designation means that a rating may be raised; “negative” means a ratingmay be lowered; and “developing” means that a rating may be raised, lowered, or affirmed.

Moody’s Debt Ratings

Aaa Bonds which are rated Aaa are judged to be of the best quality. They carry the smallestdegree of investment risk and are generally referred to as “gilt edged”. Interest paymentsare protected by a large or by an exceptionally stable margin and principal is secure.While the various protective elements are likely to change, such changes as can bevisualized are most unlikely to impair the fundamentally strong position of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all standards. Together withthe Aaa group they comprise what are generally known as high-grade bonds. They arerated lower than the best bonds because margins of protection may not be as large as inAaa securities or fluctuation of protective elements may be of greater amplitude or theremay be other elements present which make the long-term risk appear somewhat largerthan the Aaa securities.

A Bonds which are rated A possess many favourable investment attributes and are to beconsidered as upper-medium-grade obligations. Factors giving security to principal andinterest are considered adequate, but elements may be present which suggest asusceptibility to impairment some time in the future.

Baa Bonds which are rated Baa are considered as medium-grade obligations (i.e., they areneither highly protected nor poorly secured). Interest payments and principal securityappear adequate for the present but certain protective elements may be lacking or may becharacteristically unreliable over any great length of time. Such bonds lack outstandinginvestment characteristics and in fact have speculative characteristics as well.

87

Ba Bonds which are rated Ba are judged to have speculative elements; their future cannot beconsidered as well-assured. Often the protection of interest and principal payments maybe very moderate, and thereby not well safeguarded during both good and bad times overthe future. Uncertainty of position characterizes bonds in this class.

B Bonds which are rated B generally lack characteristics of the desirable investment.Assurance of interest and principal payments or of maintenance of other terms of thecontract over any long period of time may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues may be in default or theremay be present elements of danger with respect to principal or interest.

Ca Bonds which are rated Ca represent obligations which are speculative in a high degree.Such issues are often in default or have other market shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and issues so rated can beregarded as having extremely poor prospects of ever attaining any real investmentstanding.

Modifiers “1”, “2” and “3”

The modifier 1 indicates that the issue ranks in the higher end of its generic rating category (as set outabove), the modifier 2 indicates a mid-range ranking, and the modifier 3 indicates that the issue ranksin the lower end of its generic rating category.

Watch list

Watchlist lists the names of credits whose Moody’s ratings have a likelihood of changing. These namesare actively under review because of developing trends or events which, in Moody’s opinion, warranta more extensive examination. Inclusion on this Watchlist is made solely at the discretion of Moody’s,and not all borrowers with ratings presently under review for possible downgrade or upgrade areincluded on any one Watchlist. In certain cases, names may be removed from the Watchlist without achange in rating.

How reliable are credit ratings?

Standard & Poor’s regularly produces a default study which calculates the incidence of defaults acrossall rating classes over varying periods.

The default events which Standard & Poor’s uses in its study are similar to (but not identical with) theCredit Events used in the Notes.

Standard & Poor’s records a default:

• on the first occurrence of a payment default on any financial obligation of a company; or

• when holders of a company’s debt accept substitute debt with lower interest, longer maturities orany other diminished financial term.

88

The statistics from Table 14 of the “Annual 2006 Global Corporate Default Study and RatingTransitions” published on 5 February 2007 is extracted below. It shows the cumulative default historyof companies rated by Standard & Poor’s from various rating categories from 1 to 8 years. The studyis global and covers the period from 1981 to 2006.

–Time Horizon (Year)–

Rating 1 2 3 4 5 6 7 8

AAA 0.00% 0.00% 0.09% 0.19% 0.29% 0.43% 0.50% 0.62%

AA 0.01% 0.05% 0.10% 0.20% 0.32% 0.43% 0.56% 0.68%

A 0.06% 0.17% 0.31% 0.47% 0.68% 0.91% 1.19% 1.41%

BBB 0.24% 0.71% 1.23% 1.92% 2.61% 3.28% 3.82% 4.38%

BB 1.07% 3.14% 5.61% 7.97% 10.10% 12.12% 13.73% 15.15%

B 4.99% 10.92% 15.90% 19.76% 22.55% 24.72% 26.54% 28.00%

CCC/C 26.29% 34.73% 39.96% 43.19% 46.22% 47.49% 48.61% 49.23%

Investment grade 0.11% 0.31% 0.56% 0.87% 1.19% 1.52% 1.82% 2.10%

Speculative grade 4.39% 8.66% 12.47% 15.59% 18.07% 20.13% 21.81% 23.20%

All rated 1.53% 3.05% 4.43% 5.62% 6.60% 7.44% 8.15% 8.75%

The following data represents the annual default rate for the investment grade universe in each yearand the long-term average default rate for a year. Source: Standard & Poor’s Annual Global CorporateDefault Study and Rating Transitions, 5 February 2007.

0.00%

0.05%

0.10%

0.15%

0.20%

0.25%

0.30%

0.35%

0.40%

0.45%

0.50%

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

Annual IG Default Rate

Average = 0 10%

The data on default rates should be used with caution. You should be aware that the Rating Agencies’definition of ‘default’ is simpler and less detailed than the definition of Credit Events used in this PricingStatement and the concepts, while similar, are not necessarily interchangeable. The occurrence ofCredit Events in any business, economic, political, financial, or social environment are unpredictable.Historical data is not necessarily indicative of future results.

You should note that the information set out in this Appendix 4 is for your information only and none ofthe Issuer, the Programme Arranger and the Dealer is making any representation on the likely returnsyou may achieve by investing on the Notes or the likelihood of a Credit Event occurring.

89

APPENDIX 5TERMS, CONDITIONS AND PROCEDURES FOR

APPLICATION AND ACCEPTANCE OF THE NOTES

These are general terms and conditions for application of the Notes subject to the Offer. Please checkwith your Distributors for specific terms, conditions and procedures for such application as certain ofthese terms, conditions and procedures are subject to separate agreement with the Distributors.

The Issuer invites applications for the subscription of the Notes at the Issue Price of S$5,000 for eachSGD Note and U.S.$5,000 for each USD Note, subject to the following terms and conditions:

1. YOUR APPLICATION MUST BE MADE IN DENOMINATIONS OF S$5,000 FOR EACH SGDNOTE OR U.S.$5,000 FOR EACH USD NOTE OR INTEGRAL MULTIPLES THEREOF. YOURAPPLICATION FOR ANY OTHER NUMBER OF NOTES WILL BE REJECTED.

2. Your application for the Notes under the Offer may be made by way of the printed WHITE“NOTES APPLICATION FORM”.

You may not use your CPF Investible Savings to apply for the Notes.

3. You (being a person other than an approved nominee company (as defined in paragraph 6 below))are allowed to submit application(s) in your own name for a single application for Notes under theOffer.

Applications in respect of the Notes under the Offer may be made by way of the Notes ApplicationForm.

A person, other than an approved nominee company, who is submitting an application for theNotes under the Offer in his own name should not submit any other applications for the Notesunder the Offer for any other person. Such separate applications shall be deemed to be multipleapplications and shall be rejected.

The Notes are not SRS eligible. Accordingly, SRS account moneys cannot be used to apply forthe Notes.

Multiple applications for the Notes under the Offer will be rejected. Persons submitting orprocuring submissions of multiple applications for the Notes under the Offer may be deemed tohave committed an offence under the Penal Code, Chapter 224 of Singapore and the Securitiesand Futures Act, Chapter 289 of Singapore and such applications may be referred to the relevantauthorities for investigation. Multiple applications or those appearing to be or suspected of beingmultiple applications, (other than as provided herein) will be liable to be rejected at the discretionof the Issuer.

4. The Issuer will not accept applications from any person under the age of 21 years, undischargedbankrupts, sole-proprietorships, partnerships, non-corporate bodies and applicants whoseaddresses furnished in their printed Notes Application Forms bear post office box numbers. Noperson acting or purporting to act on behalf of a deceased person is allowed to apply under theSecurities Account with CDP in the deceased’s name at the time of application.

5. The Issuer will not recognise the existence of a trust. Any application by a trustee or trustees mustbe made in his/their own name(s) and without qualification or, where the application is made byway of a printed Notes Application Form by a nominee, in the name(s) of an approved nomineecompany or approved nominee companies after complying with paragraph 7 below.

90

6. THE ISSUER WILL ONLY ACCEPT NOMINEE APPLICATIONS FROM APPROVED NOMINEECOMPANIES. Approved nominee companies are defined as banks, merchant banks, financecompanies, insurance companies, licensed securities dealers in Singapore and nomineecompanies controlled by them. Applications made by nominees other than approved nomineecompanies will be rejected.

7. IF YOU ARE NOT AN APPROVED NOMINEE COMPANY, YOU MUST MAINTAIN A DIRECTSECURITIES ACCOUNT WITH CDP OR A SECURITIES SUB-ACCOUNT WITH ADEPOSITORY AGENT AT THE TIME OF YOUR APPLICATION. If you have an existingSecurities Account but fail to provide your Securities Account number or provide anincorrect Securities Account number in section B of the Notes Application Form, yourapplication is liable to be rejected. Subject to paragraph 8 below, your application shall berejected if your particulars such as name, NRIC/passport number or company registrationnumber, nationality, permanent residence status and CDP Securities Account number,provided in your Notes Application Form differ from those particulars in your SecuritiesAccount as maintained by CDP. If you are applying through more than one direct SecuritiesAccount with CDP, your application is liable to be rejected.

8. If your address as stated in the Notes Application Form is different from the address registeredwith CDP, you must inform CDP of your updated address promptly, failing which the notificationletter on successful allocation, sent by your Distributor on behalf of the Issuer, will be sent to youraddress last registered with CDP.

9. You may apply for the Notes using only cash. Each application must be accompanied by a directdebit authorisation to your Distributor in respect of the number of Notes applied for in favour ofyour Distributor or your Distributor will require you to maintain a balance until the Issue Date oryou will be required to deposit funds, which will be held on your behalf by the Distributor, into adesignated account, in each case equal to the principal amount of Notes for which you haveapplied, which upon successful allocation, will be debited by your Distributor in an amount equalto the Notes allocated to you or you will have to comply with such other method of paymentstipulated by the Distributor. Applications not accompanied by these forms of payment will not beaccepted. No acknowledgement of receipt will be issued for such applications and payments.

10. The refund procedures and mechanism are ultimately dependent on your agreement with yourDistributor. Generally, where your application is accepted in part only and where excess moneyshave been received, the balance of the application moneys, will be refunded (without interest orany share of revenue or other benefit arising therefrom) to you by ordinary post at your own riskwithin 14 Singapore Business Days after the close of the Offer, provided that the moneys havebeen received by the Distributor in the designated account.

11. The Base Prospectus and the Pricing Statement and their accompanying documents(including the Notes Application Forms) have not been registered in any jurisdiction otherthan in Singapore. The distribution of the Base Prospectus and the Pricing Statement andtheir accompanying documents (including the Notes Application Forms) and the offeringor sale of the Notes may be prohibited or restricted (either absolutely or unless varioussecurities requirements, whether legal or administrative, are complied with) in certainjurisdictions under the relevant securities laws of those jurisdictions.

The Notes have not been and will not be registered under the US Securities Act 1933, asamended (the “Securities Act”) and include Notes in bearer form that are subject to U.S. tax lawrequirements. Subject to certain exceptions, the Notes may not be offered or sold within theUnited States or to, or for the account or benefit of, US persons (as defined in Regulation S underthe Securities Act (“Regulation S”). The Notes are being offered outside the United States tonon-US persons (including institutional and other investors in Singapore) in reliance onRegulation S.

91

The Issuer reserves the right to reject any application for Notes where the Issuer believes or hasreason to believe that such application may violate the securities laws of the United States or anyother jurisdiction or any applicable legal or regulatory requirements.

No person in any jurisdiction outside Singapore receiving the Base Prospectus and thePricing Statement or their accompanying documents (including the Notes ApplicationForms) may treat the same as an offer or invitation to subscribe for any Notes.

12. The Issuer reserves the right to reject any application which does not conform strictly to theinstructions set out in the Base Prospectus and the Pricing Statement and the Notes ApplicationForm, or with the terms and conditions of the Pricing Statement or which is illegible, incomplete,incorrectly completed or which is accompanied by an improperly drawn authorisation.

13. The Issuer reserves the right to treat as valid any applications not completed or submitted oreffected in all respects in accordance with the instructions set out in the Base Prospectus andPricing Statement (including Notes Application Forms), and also to present for payment or otherprocesses all remittances at any time after receipt and to have full access to all informationrelating to, or deriving from, such remittances or the processing thereof.

Without prejudice to the Issuer’s rights, the Distributors, as the Issuer’s agents, have beenauthorised to accept, for and on behalf of the Issuer, such other forms of application as theDistributors may, in consultation with the Issuer, the Programme Arranger and the Dealer, deemappropriate.

14. The Issuer reserves the right to reject or to accept, in whole or in part, or to scale down or to ballotany application, without assigning any reason therefor, and we will not entertain any enquiryand/or correspondence on its decision. In deciding the basis of allocation, the Issuer will give dueconsideration to the desirability of allocating the Notes to a reasonable number of applicants witha view to establishing an adequate market for the Notes.

15. No definitive Notes will be issued to successful applicants. The Securities Account of suchsuccessful applicants (whether held directly or through depository agents) shall be credited withthe principal amount of the Notes subscribed. It is expected that CDP will send to each successfulapplicant at his own risk, within ten Singapore Business Days after the close of the application list,a statement showing that his Securities Account has been credited with the principal amount ofNotes allocated to him. This will be the only acknowledgement of application moneys receivedand is not an acknowledgement by us. You irrevocably authorise CDP, if required, to complete andsign on your behalf as transferee any documents required for the issue or transfer of the Notesallocated to you.

16. You irrevocably authorise CDP and your Distributor to disclose the outcome of your application,including the number of Notes allocated to you pursuant to your application, to the Issuer, theProgramme Arranger, the Dealer and any other parties so authorised by CDP, the Issuer, theProgramme Arranger and the Dealer.

17. Any reference to “you” or the “Applicant” in this section shall include an individual, a corporation,an approved nominee company and trustee applying for Notes under the Offer by way of a NotesApplication Form.

18. By completing and delivering a Notes Application Form in accordance with the provisions herein,you:

(a) irrevocably offer, agree and undertake to subscribe for the amount of Notes specified in yourapplication (or such smaller number for which the application is accepted) at the issue priceof S$5,000 for each SGD Note and U.S.$5,000 for each USD Note and agree that you willaccept such Notes as may be allocated to you, in each case on the terms of, and subject to

92

the conditions set out in, the Base Prospectus, the Pricing Statement and the Issuer’sMemorandum and Articles of Association;

(b) agree that you have read through and understand the terms and conditions set out in thisAppendix 5;

(c) agree that the aggregate amount for the Notes applied for is due and payable to the Issuerupon application;

(d) agree that you will make payment upon successful allocation of the Notes;

(e) warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that such information,representations and declarations will be relied on by the Issuer in determining whether toaccept your application and/or whether to allocate any Notes to you;

(f) agree and warrant that you have completed and successfully discharged the know-your-client requirement imposed by your Distributor;

(g) agree and warrant that your application will comply with and be fully consistent with all lawsand regulations, credit policies, guidelines and restrictions applicable to you;

(h) agree and warrant that you have not relied on the Programme Arranger, the Dealer and theMarket Agent or any of their affiliates in assessing the merits, risk and suitability of yourapplication;

(i) agree and warrant that you have conducted your own suitability checks and procedures foryour application; and

(j) agree and warrant that if the laws of any jurisdictions outside Singapore are applicable toyour application, you have complied with all such laws and none of the Issuer, theProgramme Arranger, the Dealer and the Market Agent will infringe any such laws as a resultof the acceptance of your application.

19. The Issuer will not hold any application in reserve.

20. The Issuer will not allocate any Notes on the basis of the Pricing Statement later than six monthsafter the date of registration of the Pricing Statement.

21. Additional terms and conditions for applications by way of Notes Application Forms are set out inthe section entitled “Additional Terms and Conditions for Application using Printed ApplicationForms” below.

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATION USING PRINTED APPLICATIONFORMS

Applications by way of Notes Application Forms shall be made on and subject to the terms andconditions of the Base Prospectus and the Pricing Statement, including but not limited to the terms andconditions appearing below as well as those set out under the earlier section of this Appendix 5, as wellas the Issuer’s Memorandum and Articles of Association.

1. Your application for Notes under the Offer must be made using the WHITE Notes Application Formaccompanying and forming part of the Pricing Statement.

Without prejudice to the Issuer’s rights, the Distributors, as the Issuer’s agents, have beenauthorised to accept, for and on the Issuer’s behalf, such other forms of application, as theDistributors may (in consultation with the Issuer, the Programme Arranger and the Dealer) deemappropriate.

93

The Issuer draws your attention to the detailed instructions contained in the respective NotesApplication Forms and the Pricing Statement for the completion of the Notes Application Forms,which must be carefully followed. The Issuer reserves the right to reject applications whichdo not conform strictly to the instructions set out in the Notes Application Forms and thePricing Statement or to the terms and conditions of the Pricing Statement or which areillegible, incomplete, incorrectly completed or (where applicable) which are accompaniedby improperly drawn authorisations.

2. You must complete your Notes Application Forms in English. Please type or write clearly in inkusing BLOCK LETTERS.

3. You must complete all spaces in your Notes Application Forms except those under the heading“FOR OFFICIAL USE ONLY” and you must write the words “NOT APPLICABLE” or “N.A.” in anyspace that is not applicable.

4. Individuals, corporations, approved nominee companies and trustees must give their names infull. If you are an individual, you must make your application using your full name as it appearsin your identity card (if you have such an identification document) or in your passport and, in thecase of corporations, in your full names as registered with a competent authority. If you are notan individual, you must complete the Notes Application Form under the hand of an official whomust state the name and capacity in which he signs the Notes Application Form. If you are acorporation completing the Notes Application Form, you are required to affix your Common Seal(if any) in accordance with your Memorandum and Articles of Association or equivalentconstitutive documents. The Issuer reserves the right to require you to produce documentaryproof of identification for verification purposes.

5. You (whether an individual or corporate Applicant, whether incorporated or unincorporated andwherever incorporated or constituted) will be required to declare whether you are a citizen orpermanent resident of Singapore or a corporation in which citizens or permanent residents ofSingapore or any body corporate constituted under any statute of Singapore having an interest inthe aggregate of more than 50% of the issued share capital of or interests in such corporations.If you are an approved nominee company, you are required to declare whether the beneficialowner of the Notes is a citizen or permanent resident of Singapore or a corporation, whetherincorporated or unincorporated and wherever incorporated or constituted, in which citizens orpermanent residents of Singapore or any body corporate incorporated or constituted under anystatute of Singapore have an interest in the aggregate of more than 50% of the issued sharecapital of or interests in such corporation.

6. Capitalised terms used in the Notes Application Forms and defined in the Base Prospectus andthe Pricing Statement shall bear the meanings ascribed to them in the Base Prospectus and thePricing Statement.

7. By completing and delivering the Notes Application Form, you agree that:

(a) in consideration of the Issuer having distributed the Notes Application Form to you and bycompleting and delivering the Notes Application Form before the close of the Offer period orsuch other time or date as the Issuer may, in consultation with the Programme Arranger andthe Dealer, decide:

(i) your application is irrevocable;

(ii) your remittance will be honoured on first presentation and that any moneys returnablemay be held pending clearance of your payment without interest or any share ofrevenue or other benefit arising therefrom; and

(iii) you represent and agree that you are not a U.S. person (within the meaning ofRegulation S);

94

(b) all applications, acceptances or contracts resulting therefrom under the Offer shall begoverned by and construed in accordance with the laws of Singapore and that youirrevocably submit to the exclusive jurisdiction of the Singapore courts;

(c) in respect of the Notes for which your application has been received and not rejected,acceptance of your application shall be constituted by written notification by your Distributoron behalf of the Issuer and not otherwise, notwithstanding any remittance being presentedfor payment by or on the Issuer’s behalf;

(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application;

(e) reliance is placed solely on information contained in the Base Prospectus and the PricingStatement and that none of the Issuer, the Programme Arranger, the Dealer and the MarketAgent or any other person involved in the Offer shall have any liability for any information notso contained;

(f) you consent to the disclosure of your name, NRIC/passport number or company registrationnumber, address, nationality, permanent resident status, CDP Securities Account number (ifapplicable) and application amount to the Issuer, CDP, the Programme Arranger, the Dealerand the Market Agent; and

(g) you irrevocably agree and undertake to subscribe for the number of Notes applied for asstated in the Notes Application Form or any smaller number of such Notes that may beallocated to you in respect of your application. In the event that the Issuer decides to allocateany smaller number of Notes or not to allocate any Notes to you, you agree to accept suchdecision as final.

Steps for applications for Notes under the Offer by way of printed Notes Application Forms

1. Your application for Notes under the Offer by way of printed Notes Application Forms MUST bemade using the WHITE Notes Application Forms.

2. You must:

(a) duly complete and sign the Notes Application Form, in accordance with the terms andconditions of the Pricing Statement, and submit the Notes Application Form to yourDistributor; and

(b) either fill up a direct debit authorisation in favour of your Distributor in respect of the Notessubscribed for or ensure that you maintain a balance, at least until the issue date, equal tothe Notes subscribed for in your account with your Distributor or deposit funds, which will beheld on your behalf by the Distributor, into a designated account, which upon successfulallocation, will be debited by your Distributor in an amount equal to the principal amount ofNotes allocated to you or you will have to comply with such other method of paymentstipulated by the Distributor.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn authorisation are liable to be rejected.

4. No acknowledgement of receipt will be issued for any application or remittance received.

95

This page has been intentionally left blank.

Issuer

Jubilee Global Finance LimitedPO Box 1984George Town

Grand Cayman KY1-1104Cayman Islands


Merrill Lynch (Singapore) Pte. Ltd.1 Temasek Avenue

#28-01 Millenia TowerSingapore 039192

Calculation Agent

Merrill Lynch InternationalMerrill Lynch Financial Centre

2 King Edward StreetLondon EC1A 1HQ

England

Trustee Issuing and Paying Agent,Paying Agent, Transfer Agent

and Registrar

Custodian

HSBC Institutional Trust Services(Singapore) Limited

21 Collyer Quay#14-01

HSBC BuildingSingapore 049320

The Hongkong and ShanghaiBanking Corporation Limited

21 Collyer Quay#14-01 HSBC Building

Singapore 049320

The Hongkong and ShanghaiBanking Corporation Limited

1 Queen’s Road CentralHong Kong

Legal advisers

to the Programme Arranger and theIssuer in respect of Singapore law

to the Issuer in respect of CaymanIslands law

Allen & Gledhill LLPOne Marina Boulevard, #28-00

Singapore 018989

Maples & Calder1504 One International Finance

Centre1 Harbour View Street

Hong KongDistributors

ABN AMRO Bank N.V.,Singapore Branch

63 Chulia Street, Level 7Singapore 049514

CIMB-GK Securities Pte Ltd50 Raffles Place

#19-00 Singapore Land TowerSingapore 046823

Citibank Singapore Limited3 Temasek Avenue

#12-00 Centennial TowerSingapore 039190

OCBC Securities Private Limited18 Church Street

#01-00 OCBC Centre SouthSingapore 049479

UOB Kay Hian Private Limited80 Raffles Place

#30-01 UOB Plaza 1Singapore 048624

Kim Eng Securities Pte. Ltd.9 Temasek Boulevard

#39-00 Suntec Tower TwoSingapore 038989

Phillip Securities Pte Ltd250 North Bridge Road

#06-00 Raffles City TowerSingapore 179101

SNP Security Printing Pte Ltd FP07-0720-0987

Documents

JUBILEE GLOBAL FINANCE LIMITED - KE Trade 5 PricingStatement.pdf · JUBILEE GLOBAL FINANCE LIMITED (incorporated in the Cayman Islands with limited liability) U.S.$8,000,000,000 Retail