Mini Bull Certificates

Arques Industries AG

Mini Bull Certificates - Arques Industries AG

Terms & conditions as of 20 June 2008
Description:
The Mini Bull Certificate is an open-ended product that offers investors leveraged long exposure to the Underlying. In
return for this, investors take the risk that they might lose all or part of the invested principal amount. This will be the
case if the Underlying trades at or below the Current Stop Loss Level at any time during the life of the product. In this
scenario, the product terminates and the Settlement Amount will be equal to the Stop Loss Cash Amount defined
below.

ISIN

ANN5638Y5887

WKN

ML0DNA

Valoren
Underlying (Bloomberg Ticker)

4337557
Arques Industries AG (Bloomberg ticker: AQU GY / ISIN:
DE0005156004)

Underlying Currency

EUR

Reference Price

6.05

Financing Level Currency

EUR

Initial Financing Level (Initial Strike Level)

4.30

Initial Stop Loss Level

4.95

Initial Stop Loss Buffer

15.12%

Minimum Stop Loss Buffer

15.12%

Maximum Stop Loss Buffer

15.12%

Reference Interest Rate (Bloomberg Ticker)

EURIBOR 1m (EUR001M)

Interest Rate Spread

EURIBOR + 2.00%

Rounding Multiple

10.00 basis points

Ratio

Settlement Currency

EUR

Issue Price

2.72 (2 cent spread included)

Number of Certificates

250,000

Principal Amount

680,000 EUR (subject to change until issue date)

Business Days

London, TARGET

General Terms:
Issuer

Merrill Lynch International & Co. C.V.

Calculation Agent
Launch Date
Issue Date

Merrill Lynch International

20 June 2008
27 June 2008

The terms outlined herein represent a summary of the terms and conditions of the Securities. The full legally binding terms and conditions for the Securities will be contained in the
relevant Offering Documents for the Warrant and Certificate Programme of the Issuer. The Offering Documents will be made available upon the issuance of the Securities.
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Listing Date
Maturity Date

Final Settlement Date

Specific Terms:
Settlement Amount

04 July 2008
The Certificates are open-ended Certificates unless Certificates are early redeemed (see
Settlement Amount and the Additional Provision sections below). In case of a Stop Loss
Event, the Maturity Date will be deemed to be the Stop Loss Date.
5 Business Days after the Valuation Date in the event of a valid Exercise by
Certificateholders, the Stop Loss Date if a Stop Loss Event has occurred, or the Issuer Call
Date following an Issuer Call.

The Settlement Amount is payable 5 Business Days following the calculation of the Knock
Out Termination Reference Price or as soon as practicable thereafter.
(i)

In case of a valid Exercise by the Certificateholder, each Certirficateholder shall

receive an amount (the Cash Settlement Amount per certificate) equal to:
Max(0, Final Reference Price - Current Financing Level) / Ratio FX;

(ii)

In the case of an Issuer Call each Certificateholder shall receive an amount (the
Issuer Call Cash Amount per certificate) equal to:
Max(0, Final Reference Price - Current Financing Level) / Ratio FX;

(iii)

In the case of a Stop Loss Event, each Certificateholder shall receive an amount,
(the Stop Loss Cash Amount per certificate) equal to:
Max(0, Stop Loss Reference Price - Current Financing Level) / Ratio FX;

Where FX refers to the Exchange Rate on the Valuation Date, the Issuer Call Date or the
Stop Loss Date as the case may be. If the Settlement Currency and the Financing Level
Currency is the same, FX is set to 1.
Exchange Rate

Means the spot rate of exchange expressed as the number of units of Settlement Currency
(or part thereof) for which one unit of Financing Level Currency can be exchanged) on such
day as determined by the Calculation Agent, provided that if such rate is not available on
such time, or in the Calculation Agents sole determination, such rate does not reflect a
commercially reasonable rate of exchange, then the Exchange Rate shall be determined by
the Calculation Agent by reference to such other sources it determines to be appropriate in
its sole discretion.

Current Financing
Level

Means an amount (which shall be deemed to be a monetary value in the Financing Level
Currency) determined by the Calculation Agent, on each Business Day. On Launch Date,
the Current Financing Level is set to the Initial Financing Level. On any other Business Day,
the Current Financing Level is equal to the Current Financing Level on the immediately
preceding Business Day plus the Adjustment Amount.

Adjustment Amount

The Adjustment Amount will be determined by the Calculation Agent on each Business Day
as follows:
Adjustment Rate Current Financing Level on the immediately preceding Business Day
Day Count Fraction Dividends Dividend Factor

The terms outlined herein represent a summary of the terms and conditions of the Securities. The full legally binding terms and conditions for the Securities will be contained in the
relevant Offering Documents for the Warrant and Certificate Programme of the Issuer. The Offering Documents will be made available upon the issuance of the Securities.
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Adjustment Rate:
Day Count Fraction:
Dividends:
Dividend Factor:

the sum of the Reference Interest Rate and the Interest

Rate Spread
means the actual day count from the immediately preceding
Business Day to the current Business Day divided by 360;
the collected cash dividends, if any, on the immediately
preceding Business Day
reflects the tax credit adjustment on long or short positions

Stop Loss Reference

Price

The fair value price of the Underlying as determined by the Calculation Agent. The fair
value price of the Underlying is calculated over a reasonable period on the basis of intraday prices and levels on the Relevant Exchange(s) and under consideration of any liquidity
constraints. For avoidance of doubt, in certain circumstances such as liquidity constraints,
the reasonable period in which the fair value price of the Underlying is calculated may
exceed one Exchange Business Day. The Calculation Agent will determine the Stop Loss
Reference Price on a best effort basis.

Stop Loss Event

If at any time from (and including) the Trade Date, the Underlying is trading at or below the
Current Stop Loss Level, a Stop Loss Event is deemed to have occurred.

Stop Loss Date

The Stop Loss Date is defined as the Business Day on which the first Stop Loss Event
occurred.

Stop Loss Adjustment

Date

th
Means the Launch Date and thereafter (a) every 5 Business Days, provided that if such
day is not a Business Day the next following Business Day, or (b) each Business Day, at
the determination of the Calculation Agent or such other date as the Issuer may determine
in its absolute discretion.

Current Stop Loss

Level

Means an amount calculated on each Stop Loss Adjustment Date (which shall be deemed
to be a monetary value in the Financing Level Currency) determined by the Calculation
Agent in its sole and absolute discretion, as:

Current Financing Level (100% + Current Stop Loss Buffer).

On Launch Date, the Current Stop Loss Level is set to the Initial Stop Loss Level. On any
other Business Day which is not a Stop Loss Adjustment Date the Current Stop Loss Level
is equal to the Current Stop Loss Level on the immediately preceding Stop Loss Adjustment
Date. The Current Stop Loss Level is rounded according to the Rounding Convention.
Current Stop Loss
Buffer

Means a percentage number selected by the Calculation Agent on each Stop Loss
Adjustment Day provided that the current Stop Loss Buffer shall not be less than the
Minimum Stop Loss Buffer and shall not be more than the Maximum Stop Loss Buffer. On
Launch Date, the Current Stop Loss Buffer is set to the Initial Stop Loss Buffer.

Rounding Convention

The Current Stop Loss Level is rounded up to the next Rounding Multiple.

Additional Provisions:
Exercise by
Certificateholders

Termination following
an Issuer Call

Provided no Stop Loss Event has occurred, and notwithstanding notice of an Issuer Call,
Each year, beginning 1 year after the Listing Date (each a Valuation Date), the holder may
elect to exercise the outstanding Certificates, by giving at least 30 days, but no more than
60 days, notice to the Issuer.
The Issuer may terminate the Certificates, subject to a valid Exercise by Certificateholders
or a Stop Loss Event , in whole but not in part on any Business Day (which will become the
Issuer Call Date) by giving Certificateholders at least seven Business Days notice of its

The terms outlined herein represent a summary of the terms and conditions of the Securities. The full legally binding terms and conditions for the Securities will be contained in the
relevant Offering Documents for the Warrant and Certificate Programme of the Issuer. The Offering Documents will be made available upon the issuance of the Securities.
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intention to terminate the Certificates.

Termination following
a Stop Loss Event

Following a Stop Loss Event, the Certificates will terminate automatically and the Issuer will
give notice to the Certificateholders in accordance with Condition 10 of the Swiss Derivative
Instrument Programme.
A Stop Loss Event will override an Issuer Call and/or due Exercise if the Stop Loss Event
occurs prior to or on an Issuer Call Date or Valuation Date as the case may be.

Additional Provisions:
Secondary Market

Merrill Lynch International will make a secondary market on a best efforts basis with a
maximum bid/offer spread of 1.0%.

Governing Law

English Law

Clearing

Euroclear and Clearstream Frankfurt / SIS SegaIntersettle

Settlement Method

Cash Settlement

Listing

Frankfurt

Automatic Exercise

Applicable

Minimum Exercise
Amount

1 Security

Form of Securities

Book-entry security

Minimum Investment
Amount

1 Security

Day Count

A / 360

Relevant Exchange(s)

Means, in respect of each Security comprising the Underlying, any stock exchange on
which that Security is traded and/or any successor stock exchange or trading system on
which that Security is traded. In the event that an Security is listed on more than one
exchange or quotation system, the Calculation Agent shall in its sole and absolute
discretion select an exchange or quotation system.

Quotes / Information:
Internet

www.merrillinvest.ch

Source of Information

This simplified prospectus can be obtained free of charge at Merrill Lynch Capital
Markets AG, Zurich, Switzerland

Risk for investors:

Product-specific risks

The securities described herein are leveraged derivative financial instruments.

The potential loss of an investment in those securities could result in a total loss
of the invested capital. During the term of the investment, the bid offer spread
might be wider than 1.0%, depending on market conditions.

Issuer risk

The investment instruments value is dependent not only on the development of

the underlying, but also on the creditworthiness of the issuer, which may vary
over the term of the structured product.

Tax Provisions:
Swiss Federal Stamp Duty

Secondary market transactions are not subject to Swiss stamp duty.

The terms outlined herein represent a summary of the terms and conditions of the Securities. The full legally binding terms and conditions for the Securities will be contained in the
relevant Offering Documents for the Warrant and Certificate Programme of the Issuer. The Offering Documents will be made available upon the issuance of the Securities.
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Swiss Federal Income Tax

For private investors with tax domicile in Switzerland the payments under the
Certificates are classified as capital gain.

Swiss Withholding Tax

Payments under the Certificates are not subject to Swiss withholding tax.

EU Savings Tax Directive

For Swiss paying agents, payments under the Certificates are not subject to the
EU savings tax (TK 9).

Supervision:
Merrill Lynch Capital Markets AG

Is a Swiss licensed bank, a securities dealer and a member of the Swiss

Exchange and Virt-X. As a Swiss Bank it is regulated by the Swiss Federal
Banking Commission

Merrill Lynch International

Is Authorised and Regulated by the Financial Services Authority. Member of the

London Stock Exchange

Merrill Lynch International & Co.

C.V. (MLICO)

Is a Netherlands Antilles limited partnership of unlimited duration which

commenced operation on 1st August, 1975 under registered number 11705 in
the Commercial Registry of the Chamber of Commerce in Curaao. MLICO
complies with the Netherlands Antilles corporate governance regime. MLICO is
not a regulated or supervised entity

Important Information for Swiss Investors:

The Securities are qualified as structured products, not as collective investment schemes in terms of the Swiss Federal Act on
Collective Investment Schemes (CISA), and the Securities are neither subject to the approval nor to the supervision of the Swiss
Federal Banking Commission.
The Securities constitute direct, unsubordinated, unconditional and unsecured obligations of MLICO C.V and will rank equally with
MLICO C.V.'s other direct, unsubordinated, unconditional and unsecured contractual obligations. However the Securities are subject to
an unconditional and irrevocable guarantee from Merrill Lynch & Co. Inc. (ML&CO)
The insolvency of the ML&CO may lead to a partly or total loss of the invested capital.
The Securities are not issued or guaranteed by a bank.
The proceeds of these Securities will be used for general corporate purposes.

Sales Restrictions:
United States. The Securities will not be registered for public sale in any jurisdiction and so will be available only in accordance with
applicable, available, private offering rules. The security described herein is not for sale in the U.S. or to U.S. persons and this
communication may not be distributed in the U.S.

Warning Notice Public Distribution in Switzerland:

Third Parties, who offer or sell these Certificates in Switzerland or out of Switzerland publicly, have to be a licensed bank, broker dealer or
securities trader, or a licensed insurance company according to the relevant Swiss Laws, or a foreign institute under a similar prudential
supervision.

Warning Notice EU Prospectus Directive::

No offers, sales, re-sales or deliveries of any Certificate, or distribution of any offering material relating to any Certificate, may be made
in or from any jurisdiction except in circumstances which will result in compliance with any applicable laws and regulations and which
will not impose any obligation on the Issuer, Merrill Lynch & Co. Inc., and Merrill Lynch International.
The terms outlined herein represent a summary of the terms and conditions of the Securities. The full legally binding terms and conditions for the Securities will be contained in the
relevant Offering Documents for the Warrant and Certificate Programme of the Issuer. The Offering Documents will be made available upon the issuance of the Securities.
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Re-Distribution:
In connection with the offer and sale of the Securities, the distributor will acquire the Securities from the Lead Manager at a discount to
the issue price or at the issue price. If the distributor acquires the Securities at the issue price, the Lead Manager will pay to the
distributor a distribution fee. Such amounts received by the distributor may be in addition to the brokerage cost/fee normally applied by
the distributor. The purchaser acknowledges that such distribution fee may be retained by the distributor. Further information is
available from the distributor on request.

Disclaimers:
This communication does not contain a complete description of the Securities and the risks associated with an investment therein, and
are subject to and qualified in their entirety by reference to the Offering Documents.
This Term Sheet contains indicative terms only. All materials contained herein are for discussion purposes only. Finalised terms and
conditions are subject to further discussion and negotiation. We make no representation and have given you no advice concerning the
appropriate accounting treatment or possible tax consequences of this indicative transaction.
This communication is furnished at the request of the recipient for the exclusive purpose of identifying the nature of the security or other
instrument referred to herein. It is furnished for your private information with the express understanding, which the recipient
acknowledges, that it does not constitute an offer of such security or a means by which such security may be offered or sold. The terms
outlined herein are indicative only and are subject to change. While we consider the information herein reliable, we do not represent
that it is accurate or complete and it should not be relied upon as such. Any written offer of such security may be made only by means
of the Offering Documents or similar document and any related supplements thereto. The security referred to herein may involve a high
degree of risk, which may include principal, interest rate, index, currency, credit, political, liquidity, time value, commodity and market
risk and is not suitable for all investors. We or our affiliates may buy or sell securities or have long or short positions in securities
economically related to any security mentioned herein. We or our affiliates may have an investment banking or other commercial
relationship with the issuer of any security mentioned herein.
Merrill Lynch International will not be responsible for the consequences of reliance upon any statement or information contained herein
or any omission herefrom. We make no representation and have given you no advice concerning the appropriate accounting treatment
or possible tax consequences of this indicative transaction. Investors should consult their own investment, tax and other professional
advisors before investing in the Securities.
The Securities have not been registered for public sale in any jurisdiction and are therefore available only in accordance with applicable
private offering rules. This means that the Securities may not be available in all jurisdictions or may be available to a limited number of
qualifying investors only. This indicative term sheet is intended for your personal use and you must not give it or show it to any other
person.
Notice for UK Investors: The Issuer does not have a place of business in the United Kingdom and is not regulated by the UK Financial
Services Authority. As a consequence, the regulatory regime governing your rights as an investor in respect of the Issuer (and its
similarly unauthorised, overseas agents and affiliates) will be different to that of the United Kingdom. The UK rules for the protection of
private investors and the UK Financial Compensation Scheme will not apply in respect of such entities, although if your securities
account is serviced from the UK by Merrill Lynch International Bank Limited, the normal UK protections will apply in relation to the
services that it provides. Approved for issue in the UK by Merrill Lynch, Pierce, Fenner & Smith Limited, Merrill Lynch Financial Centre,
2 King Edward Street, London EC1A 1HQ.

The terms outlined herein represent a summary of the terms and conditions of the Securities. The full legally binding terms and conditions for the Securities will be contained in the
relevant Offering Documents for the Warrant and Certificate Programme of the Issuer. The Offering Documents will be made available upon the issuance of the Securities.
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