Bank of America (BAC)

Purpose

The purpose of the Supplemental Executive Insurance Plan (the “Plan”) is to provide supplemental permanent life insurance for senior executives and other participants (each, a “Participant”) that provides protection for Participants and their families. The Plan is sponsored by Bank of America Corporation, a Delaware corporation (the “Corporation”). For purposes of the Plan, for calendar years beginning prior to January 1, 2006, MBNA Corporation, collectively with MBNA America Bank, N.A. and their subsidiaries, was the Corporation.

Section 1.1 Purpose.

The purposes of the Merrill Lynch & Co., Inc. Employee Stock Compensation Plan (the “Plan”) are: (a) to deliver a portion of annual year-end bonuses in stock, in lieu of cash, to key employees of Merrill Lynch & Co., Inc., a Delaware corporation (“ML & Co.”), its subsidiaries and affiliates; (b) to attract, retain and motivate key employees of outstanding competence and ability who are capable of having a significant impact on the performance of ML & Co.; (c) to encourage long-term stock ownership by employees; and (d) to align the interests of those employees with those of the stockholders of ML & Co.