##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from

to
 MERRILL LYNCH PREFERRED CAPITAL TRUST III
   Delaware
    
    13-7139561(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4 World Financial CenterNew York, New York
(Address of principal executive offices)
    
    10080
(Zip Code)
   Title of each class
    
    Name of each exchange on which registered7% Trust Originated Preferred
    
    New York Stock ExchangeSecurities (TOPrS)(and the related guarantee)
  MERRILL LYNCH PREFERRED FUNDING III, L.P.
   Delaware
    
    13-3982448(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4 World Financial CenterNew York, New York
    
    10080(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registered7% Partnership Preferred Securities
    
    New York Stock Exchange(and the related guarantee)
  o þ
 o þ
 þ o
 o o
 þ
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PART I
    
    
    3ITEM 1. BUSINESS
    
    
    3ITEM 1A. RISK FACTORS
    
    
    3ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    4ITEM 2. PROPERTIES
    
    
    4ITEM 3. LEGAL PROCEEDINGS
    
    
    4ITEM 4. REMOVED AND RESERVED
    
    
    4PART II
    
    
    4ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    4ITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
    
    
    4ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    5ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    5ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
    
    
    5ITEM 9A. CONTROLS AND PROCEDURES
    
    
    5ITEM 9B. OTHER INFORMATION
    
    
    6PART III
    
    
    6ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
    
    
    6ITEM 11. EXECUTIVE COMPENSATION
    
    
    6ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
    
    
    6ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    6ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    6PART IV
    
    
    8ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    8SIGNATURES
    
    
    9EXHIBIT INDEX
    
    
    11Exhibit 12Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1Exhibit 99.2
   2




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PART I
 
 ITEM 1.
    
    BUSINESS
       
 ITEM 1A.
    
    RISK FACTORS
    3




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    REMOVED AND RESERVED
 
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
    
 ITEM 6.
    
    SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
   4




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ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
        5




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Report on Internal Control Over Financial Reporting
   
 ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Pre-Approval of Services Provided by the Independent Registered Public
Accounting Firm
   6




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Fees Paid to the Independent Registered Public Accounting Firm
  2010
    
    
    2009Audit Fees(1)
    
    $
    15,000
    
    
    $
    15,000Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    15,000
    
    
    $
    15,000
 (1)
    
    Audit Fees consisted of fees for the audits and reviews of the Trusts and
the Partnerships financial statements filed with the SEC on Forms 10-K and
10-Q.  7




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PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  1.
    
    Financial Statements
  2.
    
    Financial Statement Schedules
  3.
    
    Exhibits
   8




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INDEX TO FINANCIAL STATEMENTS
  FINANCIAL STATEMENTS
    
    PAGEMERRILL LYNCH PREFERRED CAPITAL TRUST IIIBalance Sheets, December 31, 2010 and December 31, 2009
    
    
    F-2Statements of Earnings, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-3Statements of Changes in Stockholders Equity, Year Ended
December 31, 2010, December 31, 2009 and December 26, 2008
    
    
    F-4Statements of Cash Flows, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-5Notes to Financial Statements
    
    
    F-6Reports of Independent Registered Public Accounting Firms
    
    
    F-8Supplemental Financial Information (Unaudited)
    
    
    F-10MERRILL LYNCH PREFERRED FUNDING III, L.P.Balance Sheets, December 31, 2010 and December 31, 2009
    
    
    F-11Statements of Earnings, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-12Statements of Changes in Partners Capital, Year Ended
December 31, 2010, December 31, 2009 and December 26, 2008
    
    
    F-13Statements of Cash Flows, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-14Notes to Financial Statements
    
    
    F-15Reports of Independent Registered Public Accounting Firms
    
    
    F-17Supplemental Financial Information (Unaudited)
    
    
    F-19
  F-1




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December 31, 2010
    
    
    December 31, 2009ASSETSInvestment in affiliate partnership preferred securities
    
    $
    773,196
    
    
    $
    773,196Total Assets
    
    $
    773,196
    
    
    $
    773,196STOCKHOLDERS EQUITYStockholders equity:Preferred securities (7% Trust
Originated Preferred Securities;
30,000,000 authorized, issued, and
outstanding; $25 liquidation
amount per security)
    
    $
    750,000
    
    
    $
    750,000Common securities (7% Trust Common
Securities; 927,840 authorized,
issued, and outstanding;
$25 liquidation amount per security)
    
    
    23,196
    
    
    
    23,196Total Stockholders equity
    
    $
    773,196
    
    
    $
    773,196
   F-2




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008EARNINGSInterest on affiliate partnership preferred securities
    
    $
    54,124
    
    
    $
    54,124
    
    
    $
    54,124
   F-3




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008PREFERRED SECURITIESBalance, beginning and end of period
    
    $
    750,000
    
    
    $
    750,000
    
    
    $
    750,000COMMON SECURITIESBalance, beginning and end of period
    
    
    23,196
    
    
    
    23,196
    
    
    
    23,196UNDISTRIBUTED EARNINGSBalance, beginning of period
    
    
    
    
    
    
    
    
    
    
    Earnings
    
    
    54,124
    
    
    
    54,124
    
    
    
    54,124Distributions
    
    
    (54,124
    )
    
    
    (54,124
    )
    
    
    (40,593
    )Distributions payable
    
    
    
    
    
    
    
    
    
    
    (13,531
    )Balance, end of period
    
    
    
    
    
    
    
    
    
    
    Total Stockholders Equity
    
    $
    773,196
    
    
    $
    773,196
    
    
    $
    773,196
   F-4




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    54,124
    
    
    $
    54,124
    
    
    $
    54,124Cash provided by operating activities
    
    
    54,124
    
    
    
    54,124
    
    
    
    54,124CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (54,124
    )
    
    
    (54,124
    )
    
    
    (54,124
    )Cash used for financing activities
    
    
    (54,124
    )
    
    
    (54,124
    )
    
    
    (54,124
    )NET CHANGE IN CASH
    
    
    
    
    
    
    
    
    
    
    CASH, BEGINNING OF PERIOD
    
    
    
    
    
    
    
    
    
    
    CASH, END OF PERIOD
    
    $
    
    
    
    $
    
    
    
    $
    
     F-5




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F-6




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F-7




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
  F-8




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      
  F-9




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SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
 Quarterly Information
  (dollars in thousands)
 For the Quarter EndedDec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,
    
    
    Dec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar 31,2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Total Revenues
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531Earnings
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
    
    
    $
    13,531
  F-10




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(dollars in thousands)
 December 31, 2010
    
    
    December 31, 2009ASSETSInvestments:Affiliate debentures
    
    $
    900,547
    
    
    $
    900,547U.S. Government and agencies
    
    
    9,101
    
    
    
    9,105Total investments
    
    
    909,648
    
    
    
    909,652Total Assets
    
    $
    909,648
    
    
    $
    990,652PARTNERS CAPITALLimited partnership interest
    
    $
    773,196
    
    
    $
    773,196General partnership interest
    
    
    136,452
    
    
    
    136,456Total Partners Capital
    
    $
    909,648
    
    
    $
    909,652
   F-11




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(dollars in thousands)
 FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008EARNINGSInterest income:Affiliate debentures
    
    $
    63,038
    
    
    $
    63,038
    
    
    $
    63,038U.S. Government and agencies
    
    
    17
    
    
    
    30
    
    
    
    206Earnings
    
    $
    63,055
    
    
    $
    63,068
    
    
    $
    63,244
   F-12




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(dollars in thousands)
 FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008LIMITED PARTNERS CAPITALBalance, beginning of period
    
    $
    773,196
    
    
    $
    773,196
    
    
    $
    773,196Net income allocated to limited partner
    
    
    54,124
    
    
    
    54,124
    
    
    
    54,124Distributions
    
    
    (54,124
    )
    
    
    (54,124
    )
    
    
    (40,593
    )Distributions payable
    
    
    
    
    
    
    
    
    
    
    (13,531
    )Balance, end of period
    
    
    773,196
    
    
    
    773,196
    
    
    
    773,196GENERAL PARTNERS CAPITALBalance, beginning of period
    
    
    136,456
    
    
    
    136,452
    
    
    
    136,475Net income allocated to general partner
    
    
    8,931
    
    
    
    8,944
    
    
    
    9,120Distributions
    
    
    (8,935
    )
    
    
    (8,940
    )
    
    
    (6,914
    )Distributions payable
    
    
    
    
    
    
    
    
    
    
    (2,229
    )Balance, end of period
    
    
    136,452
    
    
    
    136,456
    
    
    
    136,452TOTAL PARTNERS CAPITAL
    
    $
    909,648
    
    
    $
    909,652
    
    
    $
    909,648
   F-13




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(dollars in thousands)
 FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    63,055
    
    
    $
    63,068
    
    
    $
    63,244Accretion of interest on securities issued by
U.S. Government and agencies
    
    
    (17
    )
    
    
    (30
    )
    
    
    (206
    )Change in interest receivable from affiliate
    
    
    
    
    
    
    
    
    
    
    (1
    )Cash provided by operating activities
    
    
    63,038
    
    
    
    63,038
    
    
    
    63,037CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investment securities
    
    
    (18,190
    )
    
    
    (18,192
    )
    
    
    (18,190
    )Maturities of investment securities
    
    
    18,211
    
    
    
    18,218
    
    
    
    18,420Cash provided by investing activities
    
    
    21
    
    
    
    26
    
    
    
    230CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to limited partner
    
    
    (54,124
    )
    
    
    (54,124
    )
    
    
    (54,124
    )Distributions to general partner
    
    
    (8,935
    )
    
    
    (8,940
    )
    
    
    (9,143
    )Cash used for financing activities
    
    
    (63,059
    )
    
    
    (63,064
    )
    
    
    (63,267
    )NET CHANGE IN CASH
    
    
    
    
    
    
    
    
    
    
    CASH, BEGINNING OF PERIOD
    
    
    
    
    
    
    
    
    
    
    CASH, END OF PERIOD
    
    $
    
    
    
    $
    
    
    
    $
    
     F-14




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F-15




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F-16




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F-17




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F-18




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Quarterly
Information
  (dollars
in thousands)
 For the Quarter EndedDec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,
    
    
    Dec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Total Revenues
    
    $
    15,764
    
    
    $
    15,763
    
    
    $
    15,763
    
    
    $
    15,765
    
    
    $
    15,765
    
    
    $
    15,765
    
    
    $
    15,767
    
    
    $
    15,771Earnings
    
    $
    15,764
    
    
    $
    15,763
    
    
    $
    15,763
    
    
    $
    15,765
    
    
    $
    15,765
    
    
    $
    15,765
    
    
    $
    15,767
    
    
    $
    15,771
  F-19




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MERRILL LYNCH PREFERRED CAPITAL TRUST III*By:
    /s/ MARLENE DEBELName:
    Marlene DebelTitle:
    Regular Trustee 
 *
    
    There is no principal executive officer(s), principal financial officer,
controller, principal accounting officer or board of directors of the
Registrants. The Trustees of the Trust (which include the Regular Trustees, the
Property Trustee and the Delaware Trustee) together exercise all powers and
perform all functions with respect to the Trust.  9




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SIGNATURE
    
    TITLE/s/ PETER D. TAUBE
    
    Chief Accounting Officer and Controller(Peter D. Taube)
  SIGNATURE
    
    TITLE/s/ THOMAS K. MONTAG

(Thomas K. Montag)
    
    Director and Chief Executive Officer
(Principal Executive Officer)/s/ ROBERT QUTUB

(Robert Qutub)
    
    Chief Financial Officer
(Principal Financial Officer)/s/ PETER D. TAUBE

(Peter D. Taube)
    
    Chief Accounting Officer and
Controller (Principal Accounting Officer)/s/ BRIAN T. MOYNIHAN

(Brian T. Moynihan)
    
    Chairman and Director/s/ CHARLES H. NOSKI

(Charles H. Noski)
    
    Director/s/ SALLIE L. KRAWCHECK

(Sallie L. Krawcheck)
    
    Director/s/ BRUCE THOMPSON

(Bruce Thompson)
    
    Director
  10




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4.1
    
    
    Certificate of Trust dated December 19, 1997, of the Trust
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-3 (No. 333-42859) (the Registration Statement)).4.2
    
    
    Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Exhibit 4.2 to the Registration
Statement).4.3
    
    
    Certificate of Limited Partnership, dated as of December 19,
1997, of the Partnership (incorporated by reference to Exhibit 4.3
to the Registration Statement).4.4
    
    
    Form of Amended and Restated Agreement of Limited Partnership
of the Partnership (incorporated by reference to Exhibit 4.4 to
the Registration Statement).4.5
    
    
    Form of Trust Preferred Securities Guarantee Agreement between
the Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.5 to the Registration
Statement).4.6
    
    
    Form of Partnership Preferred Securities Guarantee Agreement
between the Company and The Bank of New York Mellon, as guarantee
trustee (incorporated by reference to Exhibit 4.6 to the
Registration Statement).4.7
    
    
    Form of Subordinated Debenture Indenture between the Company
and The Bank of New York Mellon, as trustee (incorporated by
reference to Exhibit 4.7 to the Registration Statement on Form S-3
(No. 333-16603)).4.8
    
    
    Form of Affiliate Debenture Guarantee Agreement between the
Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.8 to the Registration
Statement).4.9
    
    
    Form of Trust Preferred Security (included in Exhibit 4.2 above).4.10
    
    
    Form of Partnership Preferred Security (included in Exhibit 4.4 above).4.11
    
    
    Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.11 to the Registration Statement).12
    *
    
    Statement re: Computation of Ratios of Earnings to Combined
Fixed Charges and Preferred Securities Distributions (unaudited).23.1
    *
    
    Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting Firm of the Registrants.23.2
    *
    
    Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm.31.1
    *
    
    Rule 13a-14(a) Certification.31.2
    *
    
    Rule 13a-14(a) Certification.32.1
    *
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    *
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    *
    
    Excerpt of information under the headings Merrill Lynch Preferred Capital Trust III,
Merrill Lynch Preferred Funding III, L.P., Description of the Trust Preferred
Securities, Description of the Trust Guarantee, Description of the Partnership Preferred
Securities, and Description of the Partnership Guarantee contained in the Prospectus
dated January 12, 1998 of the Trust and the Partnership.99.2
    *
    
    Excerpt of Merrill Lynch & Co., Inc. Annual Report on
Form 10-K for the year ended December 31, 2010.
 
 *
    
    Filed herewith  11