Index Adjustment Event and Index Disruption Event Notice

        
     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)
    (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 1457: USD 357,000 Index Linked Redemption Notes due 14 May, 2013 - (ISIN: XS0362583733)
(the "Notes") 
    We attach a copy of the Index Adjustment Event and Index Disruption Event Notice dated 13(th)November 2008 issued by
Merrill Lynch International, the Index Sponsor and the Calculation Agent in respect of the Notes, informing us that an
event falling under the description in paragraphs 4.1(b) and 4.2(e) of Schedule 3 ( Information Regarding the Reference
Index ) of the Final Terms dated 9 May, 2008 (the "Final Terms") has occurred (the " Notice "). We hereby give notice to
each of you to the same effect as set out in that Notice.
    Unless otherwise defined in this letter, terms used herein shall have the same meaning as defined in the Final Terms
and the Base Prospectus dated 1 April 2008 relating to the Notes (as supplemented from time to time).
    Yours faithfully
     Merrill Lynch S.A. 
    (as the Issuer)
    Dated: 18 November 2008
    Attachment:
    1. Index Adjustment Event and Index Disruption Event Notice dated 13(th)November 2008 issued by Merrill Lynch
International
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    13 November 2008
    Dear Sir or Madam
     INDEX ADJUSTMENT EVENT AND INDEX DISRUPTION EVENT NOTICE 
     Merrill Lynch S.A. series 1457: USD 357,000 Index Linked Redemption Notes due 14 May, 2013 (ISIN: XS0362583733)
(the "Notes") 
    Unless otherwise defined in this letter, terms used herein shall have the same meaning as defined in the Final Terms
dated 9 May, 2008 (the "Final Terms") and the Base Prospectus dated 1 April, 2008 relating to the Notes (as supplemented
from time to time).
    We hereby give you notice that an "Index Adjustment Event" and/ or an "Index Disruption Event" (collectively
referred to as "Index Event") has occurred with respect to Permal Fixed Income Holdings N.V. (the "Affected Fund"), a
Component Fund in respect of the Notes. The Index Event was triggered by a letter from the Affected Fund dated October
28, 2008, informing us that effective immediately, the Affected Fund requires a 95-day prior notice of redemptions, an
increase from the current 20-day notice period. The next available redemption date for redemption requests (in respect
of the Affected Fund) received after October 14, 2008 is scheduled for February 28, 2009.
    This event constitutes an Index Adjustment Event under paragraph 4.1(b) and / or an Index Disruption Event under
paragraph 4.2(e) of Schedule 3 ( Information Regarding the Reference Index )  of the Final Terms. According to this
Schedule 3,
    (1) following the Index Adjustment Event, we shall determine the NAV of the Fund Unit on the basis of our estimate
of the reasonable market value of such Fund Unit as of the Portfolio 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 we determine 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, we may:
    (i) replace the Affected Fund with:
    (a) units or shares of a successor fund(s), which in our 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 our sole
determination has a similar market exposure to the Affected Fund;
    (ii) remove the Affected Fund from the Reference Index and adjust the allocation on the unaffected Component Index;
    Following the Index Adjustment Event or the Index Disruption Event, you may redeem the Notes in accordance with
Schedule 2 ( Special Conditions ) of the Final Terms.
    We are in the process of determining the appropriate course of action and will inform you of our decision in due
course.
    Yours faithfully
    Name: Nixon Ho
    For and on behalf of
     Merrill Lynch International 
    (as the Index Sponsor and the Calculation Agent)