Exhibit 10.2
  United
    States Department of the Treasury
    1500 Pennsylvania Avenue, NW
    Washington, D.C. 20220
    Company Preferred Shares Warrant Purchased
    Securities Investor
  Securities Purchase
    Agreement
  Merger Agreement Bank of America Merger Closing




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EXHIBIT A
  SECURITIES
    PURCHASE AGREEMENT
  STANDARD TERMS




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TABLE OF
    CONTENTS
  PageArticle IPurchase; Closing1.1


Purchase


A-11.2


Closing


A-11.3


Interpretation


A-3Article IIRepresentations and Warranties2.1


Disclosure


A-42.2


Representations and Warranties of the Company


A-4Article IIICovenants3.1


Commercially Reasonable Efforts


A-113.2


Expenses


A-123.3


Sufficiency of Authorized Common Stock; Exchange Listing


A-123.4


Certain Notifications Until Closing


A-123.5


Access, Information and Confidentiality


A-12Article IVAdditional Agreements4.1


Purchase for Investment


A-134.2


Legends


A-134.3


Certain Transactions


A-154.4


Transfer of Purchased Securities and Warrant Shares;
    Restrictions on Exercise of the Warrant


A-154.5


Registration Rights


A-154.6


Voting of Warrant Shares


A-244.7


Depositary Shares


A-244.8


Restriction on Dividends and Repurchases


A-254.9


Repurchase of Investor Securities


A-264.10


Executive Compensation


A-27 A-i




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PageArticle VMiscellaneous5.1


Termination


A-275.2


Survival of Representations and Warranties


A-275.3


Amendment


A-275.4


Waiver of Conditions


A-285.5


Governing Law: Submission to Jurisdiction, Etc.


A-285.6


Notices


A-285.7


Definitions


A-285.8


Assignment


A-295.9


Severability


A-295.10


No Third Party Beneficiaries


A-29  A-ii




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LIST OF
    ANNEXES
         A-iii




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INDEX OF
    DEFINED TERMS
  Term

Location of DefinitionAffiliate

5.7(b)Agreement

RecitalsAppraisal Procedure

4.9(c)(i)Appropriate Federal Banking Agency

2.2(s)Bankruptcy Exceptions

2.2(d)Benefit Plans

1.2(d)(iv)Board of Directors

2.2(f)Business Combination

4.4business day

1.3Capitalization Date

2.2(b)Certificate of Designations

1.2(d)(iii)Charter

1.2(d)(iii)Closing

1.2(a)Closing Date

1.2(a)Code

2.2(n)Common Stock

RecitalsCompany

RecitalsCompany Financial Statements

2.2(h)Company Material Adverse Effect

2.1(a)Company Reports

2.2(i)(i)Company Subsidiary; Company Subsidiaries

2.2(i)(i)control; controlled by; under common control with

5.7(b)Controlled Group

2.2(n)CPP

RecitalsEESA

1.2(d)(iv)ERISA

2.2(n)Exchange Act

2.1(b)Fair Market Value

4.9(c)(ii)GAAP

2.1(a)Governmental Entities

1.2(c)Holder

4.5(k)(i)Holders Counsel

4.5(k)(ii)Indemnitee

4.5(g)(i)Information

3.5(b)Initial Warrant Shares

RecitalsInvestor

RecitalsJunior Stock

4.8(c)knowledge of the Company; Companys knowledge

5.7(c)Last Fiscal Year

2.1(b)Letter Agreement

Recitalsofficers

5.7(c) A-iv




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Term

Location of DefinitionParity Stock

4.8(c)Pending Underwritten Offering

4.5(l)Permitted Repurchases

4.8(a)(ii)Piggyback Registration

4.5(a)(iv)Plan

2.2(n)Preferred Shares

RecitalsPreferred Stock

RecitalsPreviously Disclosed

2.1(b)Proprietary Rights

2.2(u)Purchase

RecitalsPurchase Price

1.1Purchased Securities

RecitalsQualified Equity Offering

4.4register; registered; registration

4.5(k)(iii)Registrable Securities

4.5(k)(iv)Registration Expenses

4.5(k)(v)Regulatory Agreement

2.2(s)Rule 144; Rule 144A; Rule 159A; Rule 405;
    Rule 415

4.5(k)(vi)Schedules

RecitalsSEC

2.1(b)Securities Act

2.2(a)Selling Expenses

4.5(k)(vii)Senior Executive Officers

4.10Share Dilution Amount

4.8(a)(ii)Shelf Registration Statement

4.5(a)(ii)Signing Date

2.1(a)Special Registration

4.5(i)Stockholder Proposals

3.1(b)subsidiary

5.8(a)Tax; Taxes

2.2(o)Transfer

4.4Warrant

RecitalsWarrant Shares

2.2(d)  A-v




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SECURITIES
    PURCHASE AGREEMENT  STANDARD TERMS
  Recitals:
  Investor CPP
  Company Letter
    Agreement
      Preferred Stock Schedule A Preferred Shares Common
    Stock Schedule A Initial Warrant Shares Warrant Purchased Securities Purchase
  Schedules
  NOW, THEREFORE
  Article I
  Purchase; Closing
  Purchase Schedule A Purchase Price
  Closing
  Closing Schedule A Schedule A Closing Date
 A-1




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Schedule A
  Governmental Entities
        Charter Annex A Certificate of
    Designations
  Benefit Plans
 A-2




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EESA
  Annex B
  Annex C
    Annex D
  Interpretation business day
 A-3




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Article II
  Representations and Warranties
  Disclosure
  Company Material Adverse
    Effect provided however Signing Date GAAP
  Previously Disclosed Form 10-K SEC Last Fiscal Year Exchange Act
  Representations and Warranties of the
    Company
  Organization, Authority and Significant
    Subsidiaries Rule 1-02(w) Regulation S-X Securities
    Act
 A-4




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Capitalization Capitalization Date Schedule B Schedule B Schedule B Schedule B
  Preferred Shares pari passu
  The Warrant and Warrant
    Shares Bankruptcy Exceptions Warrant Shares Schedule C
  Authorization, Enforceability
  Schedule C Schedule C
   A-5




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Schedule C
  Form 8-K
  Anti-takeover Provisions and Rights
    Plan Board of Directors
  No Company Material Adverse
    Effect Form 10-Q Form 10-K
  Company Financial
    Statements Company Financial
    Statements
 A-6




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Reports
  Company
    Subsidiary Company
    Subsidiaries Company Reports
  Rule 13a-15(e) Rule 13a-15(f)
  No Undisclosed
    Liabilities
  Offering of Securities
 A-7




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Litigation and Other
    Proceedings Schedule D
  Compliance with Laws Schedule E Schedule E
  Employee Benefit
    Matters ERISA Controlled Group Code Plan
 A-8




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Taxes Tax Taxes
  Properties and Leases
  Environmental Liability
        Risk Management
    Instruments
 A-9




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Agreements with Regulatory
    Agencies Schedule F cease-and-desist Regulatory
    Agreement Appropriate Federal Banking
    Agency
  Insurance
  Intellectual Property Proprietary Rights
 A-10




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Brokers and Finders
  Article III
  Covenants
  Commercially Reasonable Efforts
    Schedule C Stockholder Proposals and/or
 A-11




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Expenses
  Sufficiency of Authorized Common Stock;
    Exchange Listing
      Certain Notifications Until
    Closing provided however provided further
  Access, Information and Confidentiality
   A-12




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provided
  Information provided
  Article IV
  Additional
    Agreements
  Purchase for Investment
  Legends
     A-13




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provided
 A-14




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provided
  Certain Transactions
  Transfer of Purchased Securities and Warrant
    Shares; Restrictions on Exercise of the
    Warrant Transfer provided and/or Qualified Equity Offering Business Combination
  Registration Rights
  Registration
   A-15




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Form S-3,
  Shelf Registration
    Statement provided provided
  provided 12-month 12-month
  Piggyback Registration
   A-16




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provided
  pro rata provided, however,
  Expenses of Registration pro rata
  Obligations of the Company
     A-17




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provided
                   A-18




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12-month
       A-19




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and/or and/or
    Suspension of Sales and/or and/or and/or and/or 12-month
  Termination of Registration
    Rights
  Furnishing Information
    and/or
 A-20




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Indemnification
  Indemnitee provided
  pro rata
  Assignment of Registration
    Rights
 A-21




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provided however
  Clear Market lock-up Special Registration and/or Form S-4 Form S-8 and/or
  Rule 144;
    Rule 144A
       A-22




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Holder
  Holders Counsel
  Register registered registration and/or Form S-3.
  Registrable Securities provided
  Registration Expenses
  Rule 144 Rule 144A Rule 159A Rule 405 Rule 415
  Selling Expenses
 A-23




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provided provided further Pending Underwritten Offering ,
  Specific Performance
  No Inconsistent Agreements
  Certain Offerings by the
    Investor
  Registered Sales of the
    Warrant 30-day
  Voting of Warrant
    Shares
  Depositary Shares
 A-24




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Restriction on Dividends and Repurchases
      provided Permitted
    Repurchases Share Dilution Amount
   A-25




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Junior Stock and/or Parity Stock and/or
  Repurchase of Investor Securities
        Appraisal Procedure
  Fair Market Value
 A-26




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10-day
  Executive Compensation Senior Executive Officers
  Article V
  Miscellaneous
  Termination
  provided however provided further
        Survival of Representations and
    Warranties
  Amendment provided
 A-27




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Waiver of Conditions
  Governing Law: Submission to Jurisdiction,
    Etc . This Agreement will be
    governed by and construed in accordance with the federal law of
    the United States if and to the extent such law is applicable,
    and otherwise in accordance with the laws of the State of New
    York applicable to contracts made and to be performed entirely
    within such State. Each of the parties hereto agrees (a) to
    submit to the exclusive jurisdiction and venue of the United
    States District Court for the District of Columbia and the
    United States Court of Federal Claims for any and all actions,
    suits or proceedings arising out of or relating to this
    Agreement or the Warrant or the transactions contemplated hereby
    or thereby, and (b) that notice may be served upon
    (i) the Company at the address and in the manner set forth
    for notices to the Company in Section 5.6 and (ii) the
    Investor in accordance with federal law. To the extent permitted
    by applicable law, each of the parties hereto hereby
    unconditionally waives trial by jury in any legal action or
    proceeding relating to this Agreement or the Warrant or the
    transactions contemplated hereby or thereby.
  Notices
    (202) 622-1974
  Definitions
  subsidiary and/or
  Affiliate
 A-28




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control controlled by under common control with and/or
  knowledge of the
    Company Companys knowledge officers Rule 3b-2
  Assignment
  Severability
  No Third Party
    Beneficiaries
   A-29




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ANNEX A
  FORM OF
    CERTIFICATE OF DESIGNATIONS




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ANNEX
    B
  FORM
    OF WAIVER




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ANNEX C
   FORM
    OF OPINION
    pari passu
    [insert, if applicable: ]
  [insert, if applicable: Schedule C ]
  [insert, if
    applicable: Schedule C ]
  provided however




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ANNEX D
   FORM
    OF WARRANT




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SCHEDULE A
  ADDITIONAL
    TERMS AND CONDITIONS
  Company Information:Name of the Company:
    
    Merrill Lynch & Co., Inc.Corporate or other
    organizational form:
    
    CorporationJurisdiction of
    Organization:
    
    DelawareAppropriate Federal
    Banking Agency:
    
    Office of Thrift SupervisionNotice Information:
    
    Merrill Lynch & Co.,
    Inc.
    4 World Financial Center
    250 Vesey Street
    New York, NY 10080
    Attention: Rosemary T. Berkery
    Vice-Chairman and General CounselFor notices prior to termination
    of the Merger
    Agreement, provide a copy to:Bank of America Corporation
    Bank of America Corporate Center
    100 North Tryon Street
    Charlotte, NC 28255
    Attention: Timothy J. Mayopoulos
    Executive Vice President and General Counsel
    Facsimile:
    (704) 370-3515Terms of the
    Purchase:Series of Preferred
    Stock Purchased:
    
    Fixed Rate Cumulative Perpetual
    Preferred Stock, Series TPer Share Liquidation
    Preference of Preferred Stock:
    
    $25,000Number of Shares of
    Preferred Stock Purchased:
    
    400,000Dividend Payment Dates
    on the Preferred Stock:
    
    February 15, May 15,
    August 15, November 15Number of Initial
    Warrant Shares:
    
    64,991,334Exercise Price of the
    Warrant:
    
    $23.08Purchase Price:
    
    $10,000,000,000Closing:Location of Closing:
    
    Simpson Thacher &
    Bartlett LLP
    425 Lexington Avenue
    New York, NY 10017Time of Closing:
    
    As determined pursuant to the
    Letter Agreement.Date of Closing:
    
    As determined pursuant to the
    Letter Agreement.Wire Information
    for Closing:
    
    To be advised in notice of Closing.