Terms Agreement for Sale of PreferredPLUS 7.875% Trust Certificates Series GRC-1 between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc.

Summary

This agreement is between Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Depositor, Inc. It sets the terms for the purchase and sale of 1,550,000 PreferredPLUS 7.875% Trust Certificates Series GRC-1 at $25 each. The certificates pay 7.875% annual distributions until April 15, 2038, unless redeemed earlier, and are listed on the New York Stock Exchange. The agreement specifies payment, record dates, and other key terms, with closing set for January 17, 2003.

EX-1.2 3 ex1-2_012803grc1.txt TERMS AGREEMENT Exhibit 1.2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PREFERREDPLUS 7.875% TRUST CERTIFICATES SERIES GRC-1 TERMS AGREEMENT January 15, 2003 To: Merrill Lynch Depositor, Inc. World Financial Center North Tower New York, New York 10281 Attention: Barry N. Finkelstein Ladies and Gentlemen: We understand that Merrill Lynch Depositor, Inc., a Delaware corporation (the "Company"), proposes to issue and sell 1,550,000 PreferredPLUS 7.875% Trust Certificates Series GRC-1 at a $25 Stated Amount per Trust Certificate (the "Underwritten Securities"). Subject to the terms and conditions set forth below and subject to the terms of the Purchase Agreement which are incorporated by reference herein, we offer to purchase the principal amount of Underwritten Securities at the purchase price set forth below. The Underwritten Securities shall have the following terms: Title: PreferredPLUS 7.875% Trust Certificates Series GRC-1 Ratings: BBB from Standard & Poor's and Baa3 from Moody's Amount: 1,550,000 Trust Certificates Denominations: $25 and integral multiples thereof Currency of payment: U.S. dollars Distribution rate or formula: Holders of Trust Certificates will be entitled to distributions at 7.875% per annum through April 15, 2038, unless the Trust Certificates are redeemed or called prior to such date. Cut-off Date: January 17, 2003 Distribution payment dates: April 15 and October 15, commencing April 15, 2003 Regular record dates: As long as the Underlying Securities are represented by one or more global certificated securities, the record day will be the close of business on the Business Day prior to the relevant distribution payment dates, unless a different record date is established for the Underlying Securities. If the Underlying Securities are no longer represented by one or more global certificated securities, the distribution payment date will be at least one Business Day prior to the relevant distribution payment dates. Stated maturity date: April 15, 2038 Sinking fund requirements: None Conversion provisions: None Listing requirements: Listed on the New York Stock Exchange Black-out provisions: None Fixed or Variable Price Offering: Fixed Price Offering Purchase price: $25 per Trust Certificate Form: Book-entry Trust Certificates with The Depository Trust Company, except in certain limited circumstances Closing date and location: January 17, 2003, Shearman & Sterling, 599 Lexington Avenue, New York, New York 2 Please accept this offer no later than 10:00 A.M. (New York City time) on January 17, 2003 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By /s/ Barry N. Finkelstein ------------------------------------------ Authorized Signatory Accepted: MERRILL LYNCH DEPOSITOR, INC. By /s/ Barry N. Finkelstein ----------------------------- Name: Barry N. Finkelstein Title: President