Summary of MERRILL LYNCH & CO., INC.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 15, 2008, Merrill Lynch & Co., Inc. ("Merrill Lynch" or the "Company") entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 dated as of October 21, 2008, the "Merger Agreement") with Bank of America Corporation ("Bank of America"). Pursuant to the Merger Agreement, on January 1, 2009, a wholly-owned subsidiary of Bank of America ("Merger Sub") merged with and into Merrill Lynch, with Merrill Lynch continuing as the surviving corporation and a subsidiary of Bank of America (the "Merger").
In connection with the consummation of the Merger, Merrill Lynch requested that each of the NYSE Euronext, Inc. (the "NYSE") and the Chicago Stock Exchange (the "CHX") file with the Securities and Exchange Commission an application on Form 25 to (1) remove Merrill Lynch's common stock, par value $1.331/3 per share
(the "Common Stock"), from listing on each of the NYSE and the CHX and (2)
withdraw the registration of the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. In connection with the completion of the Merger, trading of the Common Stock on the NYSE and the CHX ceased before the opening of trading on January 2, 2009. Item 5.01 Changes in Control of Registrant.
In connection with the consummation of the Merger, each outstanding share of Common Stock, except for specified shares of Common Stock held by the Company and Bank of America and their respective subsidiaries, was converted into the right to receive 0.8595 of a share of Bank of America common stock for each share of Common Stock held immediately prior to the Merger.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the Merger, the Company's Restated Certificate of Incorporation (the "Company Certificate") was amended as follows:
(1) Effective as of December 31, 2008, Section 5 of the Certificate of Designations of the 9.00% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 2 (the "Series 2 Preferred Stock") and Section 5 of the Certificate of Designations of the 9.00% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 3 (the "Series 3 Preferred Stock") were amended to provide that (a) each share of such series of Company preferred stock shall vote together as a single class with the shares of Company Common Stock on all matters presented for a vote of the holders of Company Common Stock, and (b) each such share shall be entitled to 600 votes. In connection with the foregoing amendments, the title of the Series 2 Preferred Stock was redesignated as "9.00% Mandatory Convertible Non-Cumulative Preferred Stock, Series 2" and the title of the Series 3 Preferred Stock was redesignated as "9.00% Mandatory Convertible Non-Cumulative Preferred Stock, Series 3."
(2) Effective as of January 1, 2009, Section 2B.(b) of Article IV of the Company Certificate was amended to provide that, effective as of the effective time of the Merger, each holder of Company Common Stock shall be entitled to 250,000 votes for each share thereof held by such holder.
(3) Effective as of January 1, 2009, Section 1 of Article XI of the Company Certificate was amended to provide that, effective as of the effective time of the Merger, holders of Company Common Stock may take action

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without a meeting by written consent of the holders of 80% of the shares of Company Common Stock outstanding and entitled to vote.
The Certificate of Merger, which included as an Exhibit the amendments described in (2) and (3) above, and the Certificates of Amendment to Certificates of Designations with respect to the Series 2 Preferred Stock and the Series 3 Preferred Stock are attached as Exhibits 3.1, 3.2 and 3.3, respectively and are incorporated by reference herein.
At the effective time of the Merger, the Bylaws of Merger Sub, as in effect immediately prior to the effective time of the Merger, became the Bylaws of Merrill Lynch (the "Amended Bylaws"). The Amended Bylaws are attached as Exhibit 3.4 hereto and are incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description
3.1            Certificate of Merger merging MER Merger Corporation with and into
               Merrill Lynch & Co., Inc.

3.2            Certificate of Amendment to Certificate of Designations of 9.00%
               Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 2
               of Merrill Lynch & Co., Inc.

3.3            Certificate of Amendment to Certificate of Designations of 9.00%
               Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series 3
               of Merrill Lynch & Co., Inc.

3.4            By-Laws of Merrill Lynch & Co., Inc. as of January 1, 2009

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