Amendment to Final Terms

 
TIDM54ZW 
 
 

  MERRILL LYNCH S.A. 
 

  société anonyme 
 

  Registered Office: Ballade B2, 4 rue Albert Borschette L-1246 Luxembourg Grand Duchy of Luxembourg 
 

  (Incorporated under the laws of Luxembourg with registration number RCS Luxembourg B-39046) 
 

  NOTICE TO NOTEHOLDERS 
 

  INDEX ADJUSTMENT EVENT AND INDEX DISRUPTION EVENT NOTICE 
 

  Merrill Lynch S.A. Series 1423: USD 847,366 Index Linked Redemption Notes due 10 April, 2013 - (ISIN: XS0355733642) (the "Notes") 
 

  We refer to our notice to you dated 18 November 2008 (the "First Notice"). 
 

  In the First Notice, we informed you that an Index Adjustment Event and/or an Index Disruption Event has occurred in relation to the Notes and, in accordance with the terms of the Notes: 
 

  (1) following the Index Adjustment Event, the Index Sponsor shall determine the NAV of the Fund Unit on the basis of its estimate of the reasonable market value of such Fund Unit as of the Component Fund Business Day immediately following such event (the "Closing Unit Value"), having regard to then prevailing market conditions, the last reported NAV and such other conditions which the Calculation Agent determines relevant on the valuation of such Fund Unit, and such Closing Unit Value shall be used as the basis of the calculation of the Fund Unit value until the Final Valuation Date; 
 

  (2) following the Index Disruption Event, the Index Sponsor may either: 
 

  (i) replace the Affected Fund with: 
 

  (a) units or shares of a successor fund(s), which in its sole determination, uses a similar selection methodology to that used by the Affected Fund; or 
 

  (b) an asset, index, financial instrument or a basket of financial instruments, in each case which in its sole determination has a similar market exposure to the Affected Fund; 
 

  (ii) remove the Affected Fund from the Reference Index and adjust the Weighting of the remaining unaffected Component Index; or 
 

  (iii) redeem the Notes in accordance with Schedule 2 (Special Conditions) of the Final Terms. 
 

  We wish to inform you that the Index Sponsor has decided to take no action in response to the Index Adjustment Event or Index Disruption Event. 
 

  Secondary market 
 

  Nevertheless, as a result of the Index Adjustment Event and/or Index Disruption Event, if the Noteholders intend to sell any Notes to the Dealer in the secondary market, they should submit such requests to the Dealer on or around the 25th day of each calendar month. Such requests, if accepted by the Dealer, will be executed based on the net asset value of the Affected Fund as of the end of the fourth calendar month following date of the Dealer's acceptance of such requests. For the avoidance of doubt, no assurance is given that the Notes may be purchased by the Dealer or the Issuer at any time. 
 

  Noteholders wishing to sell the Notes 
 

  As a temporary measure, Noteholders who do not wish to be subject to the amendment described above may request to sell their Notes to the Dealer in the secondary market by giving notice to the Dealer by no later than 3.00 p.m. (Hong Kong time) on 25 February 2009. Such sale requests, if accepted, will be executed on or around the 10 March 2009 based on the net asset value of the Affected Fund as of 28 February 2009. 
 

  If you have any questions with respect to the above, please contact your Merrill Lynch representative. 
 

  Unless otherwise defined in this letter, terms used herein shall have the same meaning as defined in the First Notice, the Final Terms dated 2 April 2008 (as amended and restated from time to time) and the Base Prospectus dated 1 April 2008 relating to the Notes (as supplemented from time to time).