EXHIBIT (4)(a)


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
THEREOF. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED ("CDS") TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY
PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED HOLDER HEREOF, CDS & CO., HAS AN INTEREST HEREIN.


No. R-1 17,506 Units
CUSIP 59021S6046 (Each Unit representing Cdn. $100
principal amount of Notes)



MERRILL LYNCH & CO., INC.
Cdn. $1,750,600
Global Equity Performance Weighted Notes, Series 2
due October 27, 2011
(the "Notes")

Merrill Lynch & Co., Inc., a Delaware corporation (hereinafter referred
to as the "Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises to pay to
CDS & CO., as nominee of The Canadian Depository for Securities Limited, or
its registered assigns, a sum for each unit of the Notes equal to the
Redemption Amount (as defined below) on October 27, 2011 (the "Stated
Maturity"), upon presentation and surrender of this Global Note.

Payment or delivery of the Redemption Amount and any interest on any
overdue amount thereof with respect to this Global Note shall be made at the
office or agency of the Company maintained for that purpose in Toronto,
Canada, in such coin or currency of Canada as at the time of payment is legal
tender for payment of public and private debts.

This Global Note is one of the series of Global Equity Performance
Weighted Notes, Series 2 due October 27, 2011.




Payment at Maturity

The "Redemption Amount" per unit shall be determined by the Calculation
Agent (as defined below) in accordance with the following formula; provided
that in no event shall the Redemption Amount of a Note be less than Cdn. $20
per unit of Notes:

$100 x [W1P1+ W2P2 + W3P3] - AF

where:

W1 equals the weighting of the best performing Regional Basket (as
defined below) over the term of the Notes (after giving effect to the
conversion of the Regional Basket into Canadian dollars) which shall
be equal to 44.45%.

W2 equals the weighting of the second best performing Regional Basket
over the term of the Notes (after giving effect to the conversion of
the Regional Basket into Canadian dollars) which shall be equal to
33.33%.

W3 equals the weighting of the third best performing Regional Basket
over the term of the Notes (after giving effect to the conversion of
the Regional Basket into Canadian dollars) which shall be equal to
22.22%.

P1 equals the performance of the best performing Regional Basket.

P2 equals the performance of the second best performing Regional Basket.

P3 equals the performance of the third best performing Regional Basket.

AF equals the Adjustment Fee (as defined below).

The performance of the North American Regional Basket (as defined below)
equals:

IE1
---
IS1

The performance of the European Regional Basket as defined below
equals:

[60% x IE2] + [40% x IE3]
--- ---
IS2 IS3

The performance of the Asian Regional Basket as defined below equals:

[55% x IE4] + [35% x IE5] + [10% x IE6]
--- --- ---
IS4 IS5 IS6


2


The index values are:

ISi equals the Starting Value (as defined below) of Indexi.

IEi equals the Ending Value (as defined below) of Indexi.

The underlying equity indices (each, a "Basket Index") are:

Index1 = S&P 500 Index

Index2 = Dow Jones EURO STOXX 50 Index

Index3 = FTSE 100 Index

Index4 = Nikkei 225 Index

Index5 = MSCI Hong Kong Index

Index6 = S&P/ASX 200 Index

The "Regional Baskets" shall be the North American Regional Basket, the
European Regional Basket and the Asian Regional Basket.

The "North American Regional Basket" shall be an index basket expressed
in Canadian dollars that is 100% weighted to the S&P 500 Index.

The "European Regional Basket" shall be an index basket expressed in
Canadian dollars that is 60% weighted to the Dow Jones EURO STOXX 50 Index and
40% weighted to the FTSE 100 Index.

The "Asian Regional Basket" shall be an index basket expressed in
Canadian dollars that is 55% weighted to the Nikkei 225 Index, 35% weighted to
the MSCI Hong Kong Index and 10% weighted to the S&P/ASX 200 Index.

The "Adjustment Fee" shall be calculated by the Calculation Agent for
each calendar day and accrue over the term of the Notes at an annual rate of
1.0% of the amount that would be the Redemption Amount for the Notes on such
calendar day (determined without regard to the Adjustment Fee) if such
calendar day was the Stated Maturity.

The "Starting Value" for each Basket Index shall be the following:

S&P 500 Index = 1,339.2688

Dow Jones EURO STOXX 50 Index = 4,277.1016

FTSE 100 Index = 10,275.1460

Nikkei 225 Index = 122.3031


3


MSCI Hong Kong Index = 1,059.9144

S&P/ASX 200 Index = 3,365.7187

The "Ending Value" for each Basket Index shall be determined by Merrill
Lynch International (the "Calculation Agent") and shall equal the average,
arithmetic mean, of the closing values of such Basket Index determined by the
designated Index Calculation Agent (as defined below) on each of the ten
Calculation Days (as defined below) during the Calculation Period (as defined
below) multiplied by the then current exchange rate between the Canadian
dollar and the relevant Index Currency (as defined below). If there are fewer
than ten Calculation Days during the Calculation Period, then the Ending Value
shall equal the average, arithmetic mean, of the closing values of the Basket
Index on those Calculation Days. If there is only one Calculation Day during
the Calculation Period, then the Ending Value shall equal the closing value of
the Basket Index on that Calculation Day. If no Calculation Days occur during
the Calculation Period, then the Ending Value shall equal the closing value of
the Basket Index determined on the last scheduled Index Business Day (as
defined below) in the Calculation Period, regardless of the occurrence of a
Market Disruption Event (as defined below) on that scheduled Index Business
Day.

"Calculation Period" means the period from and including the thirteenth
scheduled Index Business Day prior to the Stated Maturity to and including the
third scheduled Index Business Day prior to the Stated Maturity.

"Calculation Day" means any Index Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.

"Index Business Day" means, for each Basket Index, a day on which the
Basket Index or any Successor Index (as defined below) is calculated and
published.

"Index Calculation Agent" means, with respect to the S&P 500 Index and
the S&P/ASX 200 Index, Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. ("S&P"), with respect to the Dow Jones EURO STOXX 50 Index,
STOXX Limited ("STOXX"), with respect to the FTSE 100 Index, FTSE
International Limited ("FTSE"), with respect to the Nikkei 225 Index, Nihon
Keizai Shimbun ("NKS"), and with respect to the MSCI Hong Kong Index, Morgan
Stanley Capital International Inc. ("MSCI").

"Index Currency" means, for each Basket Index, the currency in which that
Basket Index is denominated.

For purposes of determining the Redemption Amount, the exchange rate
between the Canadian dollar and each Index Currency shall be the amount of
Canadian dollars (or part thereof) for which one unit of the relevant Index
Currency could be purchased as quoted at 12:00 noon (Toronto time) by the Bank
of Canada on the applicable Bloomberg page (or its successor page for the
purpose of displaying such rate) on each Calculation Day in respect of all
Index Currencies. In the event that the applicable Bloomberg page (or
successor page) should not be available or no rate is quoted on such page on a
Calculation Day at the applicable time, the exchange rate shall be the rate of
exchange as determined by the Calculation Agent.


4


All determinations made by the Calculation Agent and each Index
Calculation Agent shall be at its sole discretion and, absent manifest error,
shall be conclusive for all purposes and binding on the Company and the
Holders and beneficial owners of the Notes. Whenever the Calculation Agent is
required to act, it shall do so in good faith using its reasonable judgement.

The Company shall make available to the Trustee or a paying agent
appointed by the Company (the "Paying Agent"), no later than 10:00 A.M.,
Toronto time, on the Stated Maturity, funds in an amount sufficient to pay
such aggregate Redemption Amount. Provided that the Company has made adequate
funds available to the Trustee or the Paying Agent in such manner, the Trustee
or the Paying Agent shall make payment to the Depository, after 10:00 A.M.,
Toronto time, but prior to 2:00 P.M., Toronto time, on such Stated Maturity.
Any such payment shall be in the amount of the aggregate Redemption Amount,
and in respect of Notes issued in definitive form, the aggregate Redemption
Amount in respect of Notes for which delivery has been accepted by the Trustee
or the Paying Agent.

Adjustments to the Basket Indices; Market Disruption Events

If at any time S&P, STOXX, FTSE, NKS or MSCI (each, an "Index Publisher")
makes a material change in the formula for or the method of calculating its
respective Basket Index or any Successor Index or in any other way materially
modifies such Index so that such Index does not, in the opinion of the
Calculation Agent, fairly represent the value of such Index had those changes
or modifications not been made, then, from and after that time, the
Calculation Agent shall, at the close of business in New York, New York, on
each date that the closing value of such Index is to be calculated, make those
adjustments as, in the good faith judgment of the Calculation Agent, may be
necessary in order to arrive at a calculation of a value of a stock index
comparable to such Index as if those changes or modifications had not been
made, and calculate the closing value with reference to such Index, as so
adjusted.

"Market Disruption Event" means either of the following events as
determined by the Calculation Agent:

(A) the suspension of or material limitation on trading for more than
two hours of trading, or during the one-half hour period preceding
the close of trading, on the applicable exchange (without taking
into account any extended after-hours trading session), in 20% or
more of the stocks which then comprise a Basket Index or any
Successor Index; or

(B) the suspension of or material limitation on trading, in each case,
for more than two hours of trading, or during the one-half hour
period preceding the close of trading, on the applicable exchange
(without taking into account any extended after-hours trading
session), whether by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange or otherwise, in
option contracts or futures contracts related to the applicable
Basket Index, or any Successor Index.


5


For the purpose of determining whether a Market Disruption Event has
occurred:

(1) a limitation on the hours in a trading day and/or number of days of
trading shall not constitute a Market Disruption Event if it results
from an announced change in the regular business hours of the
relevant exchange;

(2) a limitation on trading imposed during the course of a day by reason
of movements in price otherwise exceeding levels permitted by the
relevant exchange shall constitute a Market Disruption Event;

(3) a decision to permanently discontinue trading in the relevant
futures or options contracts related to the applicable Basket Index,
or any Successor Index, shall not constitute a Market Disruption
Event;

(4) a suspension in trading in a futures or options contract on the
applicable Basket Index, or any Successor Index, by a major
securities market by reason of (a) a price change violating limits
set by that securities market, (b) an imbalance of orders relating
to those contracts or (c) a disparity in bid and ask quotes relating
to those contracts shall constitute a suspension or material
limitation of trading in futures or options contracts related to
that Basket Index; and

(5) an absence of trading on the relevant exchange shall not include any
time when that exchange is closed for trading under ordinary
circumstances.

Discontinuance of the Basket Indices

If an Index Publisher discontinues publication of its respective Basket
Index and the Index Publisher or another entity publishes a successor or
substitute index that the Calculation Agent determines, in its sole
discretion, to be comparable to that Basket Index (a "Successor Index"), then,
upon the Calculation Agent's notification of such determination to the Trustee
(as defined below) and the Company, the Calculation Agent shall substitute the
Successor Index as calculated by the relevant Index Publisher or any other
entity for that Basket Index and calculate the Ending Value as described above
under "Payment at Maturity". Upon any selection by the Calculation Agent of a
Successor Index, the Company shall cause notice to be given to Holders of the
Notes.

In the event that an Index Publisher discontinues publication of its
respective Basket Index and:

o the Calculation Agent does not select a Successor Index; or

o the Successor Index is no longer published on any of the Calculation
Days,

the Calculation Agent shall compute a substitute value for that Basket Index
in accordance with the procedures last used to calculate that Basket Index
before any discontinuance. If a Successor Index is selected or the Calculation
Agent calculates a value as a substitute for that Basket Index as described
below, the Successor Index or value shall be used as a substitute for that
Basket Index for all purposes, including for purposes of determining whether a
Market Disruption Event exists.


6


If an Index Publisher discontinues publication of its respective Basket
Index before the Calculation Period and the Calculation Agent determines that
no Successor Index is available at that time, then on each Business Day (as
defined below) until the earlier to occur of:

o the determination of the Ending Value; and

o a determination by the Calculation Agent that a Successor Index is
available,

the Calculation Agent shall determine the value that would be used in
computing the Redemption Amount as described in the preceding paragraph as if
that day were a Calculation Day. The Calculation Agent shall cause notice of
each value to be published not less often than once each month in the national
edition of a major English language Canadian newspaper and a French language
newspaper of general circulation in the Province of Quebec, and arrange for
information with respect to these values to be made available by telephone.

A "Business Day" is any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions in London are
authorized or required by law, regulation or executive order to close and
those banks are open for dealing in foreign exchange and foreign currency
deposits.

License Agreements

The license agreements entered into by the Company or Merrill Lynch,
Pierce, Fenner & Smith Incorporated, an affiliate of the Company ("MLPF&S"),
with the respective publishers of the Basket Indices indicated below, require
that the following language be included in this Global Note in connection with
the licensing of each such Basket Index:

a) S&P 500 Index.

"S&P, S&P 500 and Standard & Poor's are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by MLPF&S and the Company."

"The Notes are not sponsored, endorsed, sold or promoted by Standard
& Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no
representation or warranty, express or implied, to the holders of the Notes or
any member of the public regarding the advisability of investing in securities
generally or in the Notes particularly or the ability of the S&P 500 Index to
track general stock market performance. S&P's only relationship to MLPF&S and
the Company (other than transactions entered into in the ordinary course of
business) is the licensing of certain trademarks and trade names of S&P and of
the S&P 500 Index which is determined, composed and calculated by S&P without
regard to the Company or the Notes. S&P has no obligation to take the needs of
the Company or the holders of the Notes into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for and has
not participated in the determination of the timing of the sale of the Notes,
prices at which the Notes are to initially be sold, or quantities of the Notes
to be issued or in the determination or calculation of the equation by which
the Notes are to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Notes."


7


"S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500 INDEX OR ANY DATA INCLUDED IN THE S&P 500 INDEX AND S&P SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MLPF&S, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE S&P 500 INDEX OR ANY DATA INCLUDED IN THE S&P 500 INDEX IN CONNECTION WITH
THE RIGHTS LICENSED UNDER THE LICENSE AGREEMENT DESCRIBED IN THIS GLOBAL NOTE
OR FOR ANY OTHER USE. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED IN
THE S&P 500 INDEX. WITHOUT LIMITING ANY OF THE ABOVE INFORMATION, IN NO EVENT
SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGE (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE
POSSIBILITY OF THESE DAMAGES."

(b) Dow Jones EURO STOXX 50 Index.

"The Dow Jones EURO STOXX 50 Index is proprietary and copyrighted
material. The Dow Jones EURO STOXX 50 Index and the related trademarks have
been licensed for certain purposes by the Company."

"STOXX, Dow Jones and Dow Jones EURO STOXX 50 Index are trademarks of Dow
Jones & Company, Inc. and have been licensed for use."

"STOXX Limited ("STOXX") and Dow Jones & Company, Inc. ("Dow Jones") have
no relationship to the Company, other than the licensing of the Dow Jones EURO
STOXX 50 Index and the related trademarks for use in connection with the
Notes. STOXX and Dow Jones do not:

o Sponsor, endorse, sell or promote the Notes.

o Recommend that any person invest in the Notes or any other
securities.

o Have any responsibility or liability for or make any decisions about
the timing, amount or pricing of Notes.

o Have any responsibility or liability for the administration,
management or marketing of the Notes.

o Consider the needs of the Notes or the owners of the Notes in
determining, composing or calculating the Dow Jones EURO STOXX 50 Index or
have any obligation to do so."




8


- ------------------------------------------------------------------------------
STOXX and Dow Jones will not have any liability in connection with the Notes.
Specifically,

o STOXX and Dow Jones do not make any warranty, express or implied and
disclaim any and all warranty about:
o The results to be obtained by the Notes, the owner of the Notes or
any other person in connection with the use of the Dow Jones EURO
STOXX 50 Index and the data included in the Dow Jones EURO STOXX 50
Index;
o The accuracy or completeness of the Dow Jones EURO STOXX 50 Index;
or
o The merchantability and the fitness for a particular purpose or use
of the Dow Jones EURO STOXX 50 Index and its data;
o STOXX and Dow Jones will have no liability for any errors, omissions or
interruptions in the Dow Jones EURO STOXX 50 Index or its data; and
o Under no circumstances will STOXX or Dow Jones be liable for any lost
profits or indirect, punitive, special or consequential damages or
losses, even if STOXX or Dow Jones knows that they might occur.

The licensing agreement between the Company and STOXX is solely for their
benefit and not for the benefit of the beneficial owners of the Notes or any
other third parties.
- ------------------------------------------------------------------------------

(c) MSCI Hong Kong Index.

"THE NOTES ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MORGAN
STANLEY CAPITAL INTERNATIONAL INC. ("MSCI"), ANY AFFILIATE OF MSCI OR ANY
OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE MSCI HONG KONG
INDEX. THE MSCI HONG KONG INDEX IS THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND
THE MSCI HONG KONG INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES
AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY THE COMPANY. NEITHER
MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO,
MAKING OR COMPILING THE MSCI HONG KONG INDEX MAKES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, TO THE HOLDERS OF THE NOTES OR ANY MEMBER OF THE
PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FINANCIAL PRODUCTS GENERALLY
OR IN THESE NOTES PARTICULARLY OR THE ABILITY OF THE MSCI HONG KONG INDEX TO
TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE
LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI
HONG KONG INDEX WHICH IS DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT
REGARD TO THESE NOTES OR THE ISSUER OR OWNER OF THIS FINANCIAL PRODUCT.
NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR
RELATED TO, MAKING OR COMPILING THE MSCI HONG KONG INDEX HAS ANY OBLIGATION TO
TAKE THE NEEDS OF THE COMPANY OR HOLDERS OF THE NOTES INTO CONSIDERATION IN
DETERMINING, COMPOSING OR CALCULATING THE MSCI HONG KONG INDEX. NEITHER MSCI,
ITS AFFILIATES NOR ANY OTHER PARTY


9


INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE MSCI HONG KONG INDEX IS
RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF,
PRICES AT, OR QUALITIES OF THESE NOTES TO BE ISSUED OR IN THE DETERMINATION OR
CALCULATION OF THE EQUATION BY WHICH THESE NOTES ARE REDEEMABLE FOR CASH.
NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR
RELATED TO, THE MAKING OR COMPILING THE MSCI HONG KONG INDEX HAS ANY
OBLIGATION OR LIABILITY TO THE OWNERS OF THESE NOTES IN CONNECTION WITH THE
ADMINISTRATION, MARKETING OR OFFERING OF THESE NOTES."

"ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN
THE CALCULATION OF THE MSCI HONG KONG INDEX FROM SOURCES WHICH MSCI CONSIDERS
RELIABLE, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN,
OR RELATED TO MAKING OR COMPILING THE MSCI HONG KONG INDEX WARRANTS OR
GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF THE MSCI HONG
KONG INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES
NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING THE MSCI
HONG KONG INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY THE COMPANY, HOLDERS OF THE NOTES OR ANY OTHER PERSON OR ENTITY,
FROM THE USE OF THE MSCI HONG KONG INDEX OR ANY DATA INCLUDED THEREIN IN
CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE AGREEMENT OR FOR ANY
OTHER USE. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED
IN, OR RELATED TO, MAKING OR COMPILING THE MSCI HONG KONG INDEX SHALL HAVE ANY
LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH
THE MSCI HONG KONG INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NEITHER MSCI,
ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING
OR COMPILING THE MSCI HONG KONG INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES
OF ANY KIND, AND MSCI, ANY OF ITS AFFILIATES AND ANY OTHER PARTY INVOLVED IN,
OR RELATED TO MAKING OR COMPILING THE MSCI HONG KONG INDEX HEREBY EXPRESSLY
DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE MSCI HONG KONG INDEX AND ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI, ANY OF
ITS AFFILIATES OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR
COMPILING ANY MSCI HONG KONG INDEX HAVE ANY LIABILITY FOR ANY DIRECT,
INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING
LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES."

(d) S&P/ASX 200 Index.

"S&P, S&P 500 and Standard & Poor's are trademarks of The McGraw-Hill
Companies, Inc. and have been licensed for use by MLPF&S and the Company."

"The Notes are not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). Neither S&P nor
the Australian Stock


10


Exchange ("ASX") makes any representation or warranty, express or implied, to
the holders of the Notes or any member of the public regarding the
advisability of investing in securities generally or in the Notes particularly
or the ability of the S&P/ASX 200 Index to track general stock market
performance. S&P's and ASX's only relationship to MLPF&S and the Company
(other than transactions entered into in the ordinary course of business) is
the licensing of certain trademarks and trade names of S&P and ASX and of the
S&P/ASX 200 Index which is determined, composed and calculated by S&P without
regard to the Company or the Notes. S&P and ASX have no obligation to take the
needs of the Company or the holders of the Notes into consideration in
determining, composing or calculating the S&P/ASX 200 Index. S&P and ASX are
not responsible for and have not participated in the determination of the
timing of the sale of the Notes, prices at which the Notes are to initially be
sold, or quantities of the Notes to be issued or in the determination or
calculation of the equation by which the Notes are to be converted into cash.
S&P and ASX have no obligation or liability in connection with the
administration, marketing or trading of the Notes."

"S&P AND ASX DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
S&P/ASX INDEX OR ANY DATA INCLUDED THEREIN AND S&P AND ASX SHALL HAVE NO
LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P AND ASX MAKE
NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE COMPANY,
MLPF&S, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE S&P/ASX 200 INDEX OR ANY DATA INCLUDED IN THE S&P/ASX 200 INDEX IN
CONNECTION WITH THE RIGHTS LICENSED UNDER THE LICENSE AGREEMENT DESCRIBED IN
THIS NOTE OR FOR ANY OTHER USE. S&P AND ASX MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE S&P/ASX 200 INDEX OR ANY
DATA INCLUDED IN THE S&P/ASX 200 INDEX. WITHOUT LIMITING ANY OF THE ABOVE
INFORMATION, IN NO EVENT SHALL S&P AND ASX HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGE (INCLUDING LOST PROFITS) EVEN IF
NOTIFIED OF THE POSSIBILITY OF THESE DAMAGES."

General

This Global Note is one of a duly authorized issue of Securities of the
Company, issued and to be issued under an Indenture, dated as of April 1,
1983, as amended and restated (herein referred to as the "Indenture"), between
the Company and JPMorgan Chase Bank, as Trustee (herein referred to as the
"Trustee", which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Company, the
Trustee and the Holders of the Notes, and the terms upon which this Global
Note is, and is to be, authenticated and delivered.

The Company hereby covenants for the benefit of the Holders of this
Global Note, to the extent permitted by applicable law, not to claim
voluntarily the benefits of any laws concerning usurious rates of interest
against a Holder of this Global Note.


11


This Global Note is not subject to redemption by the Company or at the
option of the Holder prior to the Stated Maturity.

In case an Event of Default with respect to this Global Note shall have
occurred and be continuing, the amount payable to a Holder of a Note upon any
acceleration permitted by this Global Note, with respect to each unit hereof,
shall be equal to the amount payable on the Stated Maturity with respect to
such unit, calculated as though the date of acceleration were the Stated
Maturity of this Global Note.

In case of default in payment of this Global Note, whether at the Stated
Maturity or upon acceleration, from and after such date this Global Note shall
bear interest, payable upon demand of the Holders of this Global Note, at the
rate of 2.00% per annum on the unpaid amount due and payable on such date in
accordance with the terms of this Global Note to the date payment of such
amount has been made or duly provided for.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than 66 2/3% in aggregate original
public offering price or principal amount, as the case may be, of the
Securities at the time Outstanding of each series affected thereby. Holders of
specified percentages in aggregate original public offering price or principal
amount, as the case may be, of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of each series, are
permitted to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Global Note
shall be conclusive and binding upon such Holder and upon all future Holders
of this Global Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of
such consent or waiver is made upon this Global Note.

No reference herein to the Indenture and no provision of this Global Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the amount payable with respect to this
Global Note and any interest on any overdue amount thereof at the time, place
and rate, and in the coin or currency herein prescribed.

As provided in the Indenture and subject to certain limitations set forth
therein and on the first page hereof, the transfer of this Global Note may be
registered on the Security Register of the Company, upon surrender of this
Global Note for registration of transfer at the office or agency of the
Company in Toronto, Canada, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company duly executed by,
the Holder hereof or by his attorney duly authorized in writing, and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, shall be issued to the designated transferee or transferees.

The Notes are issuable only in registered form without coupons in
denominations of a single unit and integral multiples thereof, with a minimum
initial investment of Cdn. $2,000. This Global Note shall remain in the form
of a global security held by a Depository.


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Notwithstanding the foregoing, if (x) any Depository is at any time unwilling
or unable to continue as Depository and a successor depository is not
appointed by the Company within 60 days, (y) the Company executes and delivers
to the Trustee a Company Order to the effect that this Global Note shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Notes, this Global Note shall be exchangeable for Notes in
definitive form of like tenor and of an equal aggregate principal amount, in
denominations of a single unit and integral multiples thereof. Such definitive
Notes shall be registered in such name or names as the Depository shall
instruct the Trustee. If definitive Notes are so delivered, the Company may
make such changes to the form of this Global Note as are necessary or
appropriate to allow for the issuance of such definitive Notes.

No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment by the beneficial owners of the
Notes of a sum sufficient to cover any tax or governmental charge payable in
connection therewith.

Prior to due presentment of this Global Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Global Note is registered as the owner
hereof for all purposes, whether or not this Global Note be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.

The Company and a Holder of a Note shall agree (in the absence of an
administrative determination or judicial ruling to the contrary) to treat each
Note for all U.S. tax purposes as a pre-paid cash-settled forward contract
linked to the Regional Baskets.

All terms used in this Global Note which are defined in the Indenture but
not in this Global Note shall have the meanings assigned to them in the
Indenture.

Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized officers, this
Global Note shall not be entitled to any benefits under the Indenture or be
valid or obligatory for any purpose.




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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: October 27, 2004