Exhibit
   No.          Description of Exhibit
    2.1         Agreement and Plan of Merger, dated as of September 15, 2008, by and
                among Merrill Lynch & Co., Inc. and the Registrant, as amended by
                Amendment No. 1, dated as of October 21, 2008 (incorporated by
                reference to Appendix A of Part I to the document included in the
                Registrant's registration statement on Form S-4/A filed with the SEC
                on October 22, 2008).

    4.1         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 1 Preferred Stock (incorporated by reference to
                Exhibit 4(a) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

    4.2         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 2 Preferred Stock (incorporated by reference to
                Exhibit 4(b) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

    4.3         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 3 Preferred Stock (incorporated by reference to
                Exhibit 4(c) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

    4.4         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 4 Preferred Stock (incorporated by reference to
                Exhibit 4(d) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

    4.5         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 5 Preferred Stock (incorporated by reference to
                Exhibit 4(e) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

    4.6         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 6 Preferred Stock (incorporated by reference to
                Exhibit 4(f) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

    4.7         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 7 Preferred Stock (incorporated by reference to
                Exhibit 4(g) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

    4.8         Form of Certificate of Designation establishing the rights,
                privileges, qualifications, restrictions and limitations of the Bank
                of America Series 8 Preferred Stock (incorporated by reference to
                Exhibit 4(h) of the Registrant's registration statement on Form S-4/A
                filed with the SEC on October 22, 2008).

   10.1         Amendment to the Registrant's 2003 Key Associate Stock Plan, As
                Amended and Restated (incorporated by reference to Appendix F of Part
                I to the document included in the Registrant's registration statement
                on Form S-4/A filed with the SEC on October 22, 2008).

   99.1         Press Release, dated January 1, 2009.*

   99.2         The audited consolidated balance sheets of Merrill Lynch as of
                December 28, 2007 and December 29, 2006 and the consolidated
                statements of (loss)/earnings, changes in shareholders' equity,
                comprehensive (loss)/income and cash flows of Merrill Lynch for each
                of the three years in the period ended December 28, 2007, and the
                notes related thereto (incorporated by reference to Exhibit 99.2 to
                the Registrant's Current Report on Form 8-K, filed October 3, 2008).

   99.3         The Report of Independent Registered Public Accounting Firm, dated
                February 25, 2008 (incorporated by reference to Exhibit 99.2 to the
                Registrant's Current Report on Form 8-K, filed October 3, 2008).

   99.4         The unaudited condensed consolidated balance sheet of Merrill Lynch as
                of September 26, 2008 and the unaudited condensed consolidated
                statements of (loss)/earnings and cash flows of Merrill Lynch for the
                nine months ended September 26, 2008 and September 28, 2007, and the
                notes related thereto (incorporated by reference to Exhibit 99.2 to
                the Registrant's Current Report on Form 8-K, filed November 12, 2008).

   99.5         The audited consolidated balance sheets of Merrill Lynch as of
                December 26, 2008 and December 28, 2007 and the related consolidated
                statements of (loss)/earnings, changes in stockholders' equity,
                comprehensive (loss)/income and cash flows for each of the three years
                in the period ended December 26, 2008, and the notes related thereto
                (incorporated by reference to Exhibit 99.1 to the Registrant's Current
                Report on Form 8-K, filed February 25, 2009).

   99.6         The Report of Independent Registered Public Accounting Firm, dated
                February 23, 2009 (incorporated by reference to Exhibit 99.1 to the
                Registrant's Current Report on Form 8-K, filed February 25, 2009).

   99.7         Unaudited Pro Forma Condensed Combined Financial Statements as of and
                for the year ended December 31, 2008**