MERRILL LYNCH SECURITIES CLASS ACTION SETTLEMENT
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Welcome to the Merrill Lynch & Co., Inc. Securities Litigation Settlement website.

The following is a summary of information presented in more detail in the Notice of Pendency and Proposed Settlement of Class Action, Motion for Attorneys’ Fees and Expenses and Court Hearing (the "Notice"), which Class Members should have received in the mail, and which you can access by clicking on the box with that name to the left. Since this is just a summary, you should see the full Notice for additional details.

Please read this information carefully. If you are a Class Member (as defined below), your rights will be affected by these proceedings and you may be entitled to receive benefits under a proposed settlement.

All Persons Who Purchased or Acquired Merrill Lynch Common Stock or Preferred Securities (listed below) During the Time Period From October 17, 2006 Through and Including December 31, 2008, (the "Settlement Class Period”); Excluding: (1) Defendants or their Affiliates, (2) Temasek Capital (Private) Limited or Davis Selected Advisors L.P., or any of their Affiliates, (3) a Present or Former Employee of Merrill Lynch and its Subsidiaries Who Acquired Merrill Lynch Common Stock or Preferred Securities Through the Exercise of Warrants and/or as Compensation, or (4) Anyone Who Files a Timely and Valid Request for Exclusion as Explained in the Notice; You May Be Entitled to Share in a $475 Million Settlement With Defendant Merrill Lynch & Co., Inc.
List of Eligible Merrill Lynch Securities NYSE Symbol CUSIP No.
1. Merrill Lynch Common Stock MER 590188108
Nos. 2 – 14 below are collectively referred to as the "Preferred Securities" in the Notice
2. Merrill Lynch Capital Trust III - 7% Preferred - MER D MERPRD 59021F206
3. Merrill Lynch Capital Trust IV - 7.12% Preferred - MER E MERPRE 59021G204
4. Merrill Lynch Capital Trust V - 7.28% Preferred - MER F MERPRF 59021K205
5. Merrill Lynch Series 1 Floating Preferred - MER G MERPRG 59021S703
6. Merrill Lynch Series 2 Floating Preferred - MER H MERPRH 59021S638
7. Merrill Lynch Series 3 - 6.375% Preferred - MER I MERPRI 59021V839
8. Merrill Lynch Series 4 Floating Preferred - MER J MERPRJ 59021V813
9. Merrill Lynch Series 5 Floating Preferred - MER L MERPRL 59022C178
10. Merrill Lynch Series 6 - 6.70% Preferred - MER N MERPRN 59022Y840
11. Merrill Lynch Series 7 - 6.25% Preferred - MER O MERPRO 59022Y832
12. Merrill Lynch Capital Trust I - 6.45% Preferred - MER K MERPRK 590199204
13. Merrill Lynch Capital Trust II - 6.45% Preferred - MER M MERPRM 59024T203
14. Merrill Lynch Capital Trust III - 7.375% Preferred - MER P MERPRP 59025D207
Securities Brokers and other Nominees: Please see instructions at the end of the Notice.

The Court’s Fairness Hearing
The Court will hold the Fairness Hearing at 4:00 p.m. on July 27, 2009, at the United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007. The Fairness Hearing date can be changed by the Court without further notice to the Settlement Class. At this Fairness Hearing, the Court will consider whether the settlement is fair, reasonable and adequate and related matters, including how much to award to Co-Lead Counsel for attorneys’ fees and expenses.

At or after the Fairness Hearing, the Court will decide whether to approve the settlement and the Plan of Allocation, how much to award to Co-Lead Counsel for attorneys’ fees and expenses, and any separate request for reimbursement of reasonable costs and expenses by the Plaintiffs. We cannot predict how long these decisions will take.

The Notice was sent to you because you have a right to know about the proposed settlement of this case, and about all of your options, before the Court decides whether to approve the settlement. If the Court approves the settlement, and resolves any objections to the settlement submitted by Settlement Class Members and any appeals are resolved as explained in the Notice, then the Claims Administrator, Rust Consulting, Inc., appointed by the Court will process the claims received and distribute the payments to Settlement Class Members with valid claims.

What is this case about?
The settlement resolves a lawsuit concerning claims that Merrill Lynch did not properly disclose the extent of its exposure to subprime mortgage backed securities and related assets. Plaintiffs allege that as a result of these practices, the price of Merrill Lynch common stock and Preferred Securities was inflated artificially during much of the Settlement Class Period. If approved, this settlement will resolve the claims alleged against Defendants Merrill Lynch & Co., Inc. and its affiliates Merrill Lynch, Pierce, Fenner & Smith, Inc., Merrill Lynch Capital Trust I, Merrill Lynch Capital Trust II, and Merrill Lynch Capital Trust III (collectively, "Merrill Lynch”), as well as the claims brought against the underwriters of certain Merrill Lynch securities that were offered and sold during the Settlement Class Period, claims against Merrill Lynch’s accounting firm, Deloitte & Touche, LLP, and claims against certain of Merrill Lynch’s officers and directors who also were named as Defendants. If approved, the proposed settlement will also release related claims against other persons and entities affiliated with the Defendants as set forth more fully in the Notice.

By entering into the settlement, Defendants have not admitted the allegations in the lawsuit and Plaintiffs have not admitted that any of their claims are without merit. The parties do not agree on the merits of the claims or any damage issues. Defendants deny they engaged in any wrongdoing and deny that any Settlement Class Member can recover any damages. Lead Plaintiff State Teachers Retirement System of Ohio and Plaintiffs’ Co-Lead Counsel believe that this settlement is in the best interests of the Settlement Class considering the risks posed by further litigation and the possibility that absent the settlement, Settlement Class Members risk obtaining no recovery.
IMPORTANT DATES & DEADLINES
Submit a Claim Form: Postmarked not later than September 9, 2009
Exclude Yourself: Postmarked no later than July 6, 2009
Object but Remain in the Settlement: Received on or before July 6, 2009
Fairness Hearing: July 27, 2009 at 4:00 p.m. in the United States
District Court for the Southern District of New York

Terms of the Settlement
The settlement will provide a settlement fund of $475 million in cash, plus interest (the "Settlement Fund"), to pay claims filed by investors who suffered damages from buying or acquiring Merrill Lynch common stock and certain "Preferred Securities" listed above between October 17, 2006 and December 31, 2008, inclusive (the "Settlement Class Period"). For shares purchased on or before January 16, 2008, the settlement represents an estimated average recovery of $0.881 per damaged common share available for public trading (known as the "float”) and $0.165 per damaged share of Preferred Securities in the float. For shares purchased after January 16, 2008, the settlement represents an estimated average recovery of $0.084 per damaged common share in the float and $0.007 per damaged share of Preferred Securities in the average float. These figures are only estimates and assume all shares in the float are "damaged shares” and that claims are filed on behalf of 100% of the estimated damaged shares, and are before deduction of any fees and costs which the Court may award. Your actual recovery from the Settlement Fund will vary depending on when you purchased your Merrill Lynch common or Preferred Securities, the price you paid, the date of any sales and sales proceeds received, the number of eligible common and Preferred Securities purchased by other Settlement Class Members who elect to participate in the settlement, and other factors.

Your actual recovery from the Net Settlement Fund will vary from the estimates set out above depending on: (1) the date you purchased your Merrill Lynch common stock or Preferred Securities, (2) the number of shares purchased and the price you paid, (3) the date of any sales of your Merrill Lynch common stock or Preferred Securities, (4) the sales price you received, (5) the expense of administering the claims process, (6) attorneys’ fees and expenses awarded by the Court, (7) interest income received and taxes paid by the Settlement Fund, (8) the number of eligible shares of common stock and Preferred Securities purchased by other Settlement Class Members who elect to participate in the settlement, and (9) the Recognized Losses and Payable Claims of all other valid approved claimants computed in accordance with the Plan of Allocation. Defendants take no position on the Plan of Allocation.

By following the Plan of Allocation, you can calculate your Payable Claim. Payments from the Net Settlement Fund are likely to be significantly less than each valid claimant’s Payable Claim. The Claims Administrator will distribute the Net Settlement Fund according to the Plan of Allocation after the deadline for submission of Proof of Claim and Release forms has passed, and all other claims have been processed.

Note: Before any distribution can occur, the Court will be asked to approve any distribution. Please be patient.

The Rights of the Settlement Class Members
If you are a Settlement Class Member, you have the following options:

  • To qualify for payment, you must send in a Proof of Claim and Release form. This form is attached to the Notice. You may also obtain a claim form by clicking on the link on the left entitled "Proof of Claim". Please read the instructions carefully, fill out the form, sign it in the location indicated, include all the documents the form asks for, and mail the claim form and documentation, postmarked not later than September 9, 2009, to the Claim Administrator.


  • If you do not want to receive a payment from this settlement, and you want to keep the right to sue or continue to sue Defendants on your own about the legal and factual issues in this case, then you must take steps to get out of the settlement. This is called excluding yourself. To exclude yourself from the settlement, you must send a letter by mail stating that you want to be excluded from the Settlement Class.
    Be sure to include your name, address, telephone number, a statement requesting exclusion from the Settlement Class and your signature. Please also provide a complete description of your purchases and sales in Merrill Lynch common stock and Preferred Securities during the Settlement Class Period, including the dates, the number of shares, and the prices paid and received per share for each purchase and sale. Please also include the amount of shares of Merrill Lynch common stock or Preferred Securities held by you, if any, as of the close of business on December 31, 2008. You must mail your exclusion request, postmarked no later than July 6, 2009, to the Claims Administrator, Merrill Lynch & Co., Inc. Securities Litigation, c/o Rust Consulting, Inc., P.O. Box 9444, Minneapolis, MN 55440-9444. You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you will not receive a settlement payment, and you cannot object to the settlement. You will not be legally bound by anything that happens in this lawsuit.


  • Unless you exclude yourself, you will remain in the Settlement Class. That means that if the settlement is approved by the Court, and the settlement becomes effective under the terms of the Settlement Stipulation, you and all Settlement Class Members (including any Settlement Class Member who is a party to any other action, arbitration or other proceeding), will release (that is, can’t sue, continue to sue, or be part of any other lawsuit or arbitration) all "Released Claims" and "Unknown Claims" against, and in favor of, all of the "Defendants and all of the other "Released Parties" as those terms are defined in the Settlement Stipulation. It also means that all of the Court’s orders will apply to you and legally bind you (and your heirs, joint tenants, tenants in common, beneficiaries, executors and administrators, successors and assigns), even if you receive no allocation.


  • If you are a Settlement Class Member, you can object to the settlement if you do not like any part of it, including the Plan of Allocation. You can state why you think the Court should not approve it. Similarly, you may object to Co-Lead Counsel’s motion for approval of attorneys’ fees and reimbursement of expenses or any part of it. The Court will consider your views. To object, you must send a written objection stating that you object to the settlement or attorneys’ fees in the Securities Action which is part of In Re Merrill Lynch & Co., Inc. Securities, Derivative and ERISA Litigation, Master File No. 07-cv-9633 (JSR)(DFE). Be sure to include your name, address, telephone number, your signature, proof of number of shares of Merrill Lynch common stock or Preferred Securities that you purchased and sold during the Settlement Class Period, and the reasons you object to any part of the settlement or the motion for attorneys’ fees and expenses. Your objection must be mailed or hand-delivered so that it is received on or before July 6, 2009, and be filed with the Clerk of Court and sent to Co-Lead Counsel and Counsel for the Defendants as noted on page 10 of the Notice.

Further Information
Further information regarding the Litigation, the Notice and how to file your claim may be obtained by contacting the Claim Administrator or reading through the Notice and Proof of Claim links at the left.



IMPORTANT: THIS SITE IS NOT OPERATED BY MERRILL LYNCH & CO., INC. THIS SETTLEMENT IS SUPERVISED BY PLAINTIFFS’ CO-LEAD COUNSEL. THE ADMINISTRATOR HANDLES ALL ASPECTS OF CLAIM PROCESSING. THIS IS AN AUTHORIZED SITE FOR THIS SETTTLEMENT. DO NOT RELY UPON OTHER SITES THAT SET OUT DIFFERENT AND UNAUTHORIZED INFORMATION.