Merrill Lynch SA

Notice to Noteholders (ISIN: XS0341547759)

Notice to Noteholders (ISIN: XS0341547759)

Merrill Lynch

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

Merrill Lynch S.A. Series 1344: USD 14,358,821 Non-Interest Bearing, Index Linked Redemption Notes due 14 January, 2013 – (ISIN: XS0341547759) (the “Notes”)

This Notice should be read in conjunction with the Final Terms dated 25 January, 2008 (as amended and restated from time to time) (the “Final Terms”). Unless otherwise defined in this Notice, terms used herein shall have the same meaning as defined in the Final Terms and the Base Prospectus dated 2 April, 2007 relating to the Notes (as supplemented from time to time).

We attach a copy of the Fund Substitution Notice dated 14 January, 2009 (the “Fund Substitution Notice”) issued by Merrill Lynch International (in its capacity as the Index Sponsor in respect of the Notes), informing us that following the occurrence of an Index Disruption Event as described in its Index Disruption Event Notice dated 6 November, 2008, it has decided to substitute Taurus L.H. Fund (the “Affected Fund”), a Component Fund in respect of the Notes, with “iShares Asia Trust – iShares FTSE/ Xinhua A50 China Tracker” (Bloomberg ticker: <2823 HK) as the relevant Component Fund, effective as of 10 December, 2008. ) as the relevant Component Fund, effective as of 10 December, 2008.

We hereby give notice to each of you to the same effect as set out in the Fund Substitution Notice. The Final Terms shall be construed accordingly.

The Issuer accepts responsibility for the information contained in this Notice.

This Notice is available, free of charge, at the office of the Agent in London.

Attachment:

Fund Substitution Notice dated 14 January, 2009 issued by Merrill Lynch International

  Merrill Lynch International

Merrill Lynch Financial Centre

2 King Edward Street

London EC1A 1HQ

 
To:

Merrill Lynch S.A.

Ballade B2, 4, rue Albert Borschette, L-1246

Luxembourg

 

Tel: +352 4949 111

Fax: +352 4949 11301

Email: [email protected]

 

Attention: Treasurer

 
cc: Standard Chartered Bank (China) Limited

23rd Floor, UC Tower

500 Fushan Road

Shanghai Pudong

P.R. China 200122

 

Tel: +86 21 5016 2862

Fax: +86 21 5016 2407

14 January 2009

Dear Sir or Madam,

FUND SUBSTITUTION NOTICE

Merrill Lynch S.A. Series 1344: USD 14,358,821 Non-Interest Bearing, Index Linked Redemption Notes due 14 January 2013 with ISIN XS0341547759 (the "Notes")

We refer to the Index Disruption Event Notice issued to you on 6 November 2008.

Unless otherwise defined in this letter, terms used herein shall have the same meaning as defined in the Final Terms dated 25 January, 2008 (as amended and restated from time to time) (the “Final Terms”) and the Base Prospectus dated 2 April, 2007 relating to the Notes (as supplemented from time to time).

Following the occurrence of the Index Disruption Event as described in the Index Disruption Event Notice and in accordance with paragraph 3.2(i) of Schedule 5 (Specific Definitions and Parameters) of the Final Terms, we hereby give you notice that we have decided to substitute Taurus L.H. Fund (the "Affected Fund"), Component Fund in respect of the Notes, with “iShares Asia Trust – iShares FTSE/ Xinhua A50 China Tracker” (Bloomberg ticker: <2823 HK) as the relevant Component Fund, effective as of 10 December, 2008. The Final Terms shall be construed accordingly. ) as the relevant Component Fund, effective as of 10 December, 2008. The Final Terms shall be construed accordingly.