X0303 4 2011-05-19 0 0001364742 BlackRock Inc. BLK 0000070858 BANK OF AMERICA CORP /DE/ 100 N TRYON ST CHARLOTTE NC 28255 1 0 0 0 Series B Convertible Participating Preferred Stock 2011-05-19 4 D 0 13562878 187.65 D Common Stock 13562878 0 I See Footnotes. This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries. BAC's Series B Convertible Participating Preferred Stock (the "Series B Preferred Stock") automatically converts into Common Stock upon transfer to a third party. The Series B Preferred Stock converts into Common Stock on a 1-for-1 basis and has no expiration date. Transaction executed pursuant to the Stock Repurchase Agreement, by and among the Issuer, Merrill Lynch & Co., Inc ("ML&Co.") and Merrill Lynch Group, Inc. ("ML Group"), dated as of May 19, 2011 (the "Stock Repurchase Agreement"). Each of BAC, ML&Co., MLPFS and ML Group (collectively the "Reporting Persons") disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. BAC owned the Series B Preferred Stock indirectly through its wholly owned subsidiary, ML Group. Pursuant to the Third Amended and Restated Stockholder Agreement dated as of November 15, 2010, as may be amended from time to time, between ML&Co., ML Group and the Issuer, once ML&Co. and its affiliates have beneficially owned less than five percent of the Issuer's capital stock for a period of 90 days, ML&Co.'s designee to the Issuer's board of directors is required to resign. Pursuant to the Stock Repurchase Agreement, the Issuer has waived this requirement to allow ML&Co.'s designee to continue to serve as a member of the Issuer's board of directors, subject to future review by the Issuer's board of directors. Each of the Reporting Persons other than ML&Co. disclaims its possible status as director of the Issuer. /s/ Lauren A. Mogensen, Senior Vice President and Corporate Secretary 2011-05-23