Summary of MERRILL LYNCH & CO., INC.

Item 3.03 Material Modifications to Rights of Security Holders

On January 1, 2009, Merrill Lynch & Co., Inc. (the "Company") amended the terms of its Exchange Liquid Yield Option™ Notes due 2032 (Zero Coupon-Floating Rate-Senior) (the "Securities") and the related Indenture, dated as of December 14, 2004, (the "Original Indenture"), as amended and supplemented by the First Supplemental Indenture, dated as of March 6, 2008 (the "First Supplemental Indenture" and together with the Original Indenture, the "Indenture"), between the Company and The Bank of New York Mellon (formerly known as The Bank of New York, as successor in interest to JPMorgan Chase Bank, N.A.), as trustee (the "Trustee"), by a Second Supplemental Indenture, among the Company, Bank of America Corporation ("Bank of America') and the Trustee (the "Second Supplemental Indenture").

The Second Supplemental Indenture amends the terms of the Securities and the Indenture by giving a holder of the Securities the right to convert the Securities into Bank of America common stock, by providing that the conversion rate as of January 1, 2009 is 14.4850 shares of Bank of America common stock per $1,000 original principal amount of Securities and by providing for other related adjustments.

Under the terms of the Indenture, the Second Supplemental Indenture was required to amend the terms of the Securities and the Indenture due to the merger of MER Merger Corporation, a wholly-owned subsidiary of Bank of America, with and into the Company on January 1, 2009 (the "Merger"). In accordance with the terms of the Merger, holders of the Company's common stock received 0.8595 of a share of Bank of America common stock for each share of the Company's common stock held immediately prior to the Merger.

The foregoing description of the Second Supplemental Indenture is qualified in its entirety by reference to the complete text of the Second Supplemental Indenture, a copy of which is attached as Exhibit 4 to this Current Report on Form 8-K and incorporated by reference herein.