SECOND SUPPLEMENTAL INDENTURE

Exhibit 4

MERRILL LYNCH & CO., INC.

(a Delaware corporation)

BANK OF AMERICA CORPORATION

(a Delaware corporation)

Exchange Liquid Yield Option™ Notes due 2032

(Zero Coupon – Floating Rate – Senior)

SECOND SUPPLEMENTAL INDENTURE

Dated as of January 1, 2009

THE BANK OF NEW YORK MELLON,

Trustee

SECOND SUPPLEMENTAL INDENTURE, dated as of January 1, 2009, among Merrill Lynch & Co., Inc., a Delaware corporation (the " Company "), Bank of America Corporation, a Delaware corporation (the " Corporation ") and The Bank of New York Mellon, a banking corporation organized and existing under the laws of the State of New York, as successor trustee (the " Trustee "), to that certain Indenture, dated as of December 14, 2004 (the " Original Indenture ") as amended and supplemented by the First Supplemental Indenture, dated as of March 6, 2008 (the " First Supplemental Indenture " and together with the Original Indenture, the " Indenture ") between the Company and the Trustee.

W I T N E S S E T H :

WHEREAS, the Company and the Trustee have heretofore entered into the Indenture to provide for the issuance of the Company’s Exchange Liquid Yield Option™ Notes due 2032 (Zero Coupon – Floating Rate – Senior) (the " Securities ");

WHEREAS, effective January 1, 2009, MER Merger Corporation, a wholly-owned subsidiary of the Corporation, merged with and into the Company (the " Merger ") and holders of the Company’s common stock received 0.8595 of a share of the Corporation’s common stock for each share of the Company’s common stock held immediately prior to the Merger; and

WHEREAS, the Company and the Corporation desire to amend the Indenture and the Securities pursuant to Sections 9.01 and 11.15 of the Indenture as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party agrees for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities as follows:

ARTICLE I.

DEFINITIONS

Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Indenture.

ARTICLE II.

EFFECT OF MERGER

Section 2.01     Conversion of Securities .     In accordance with Section 11.15 of the Indenture, from and after January 1, 2009, the Holder of each Security then outstanding shall have the right, during the period such Security shall be convertible as specified in the Indenture and the Securities, to convert such Security into a number of shares of Common Stock of the Corporation which such Holder would have received immediately after the Merger if such Holder had converted the Security immediately before the effective date of the Merger (assuming such amount payable upon conversion of the Security immediately before the effective date of the Merger was payable only in common stock of the Company), and as further provided pursuant to Section 11.15 of the Indenture (which for the avoidance of doubt, is equal

to 14.4850 shares of Common Stock of the Corporation per $1,000 Original Principal Amount of Securities, subject to adjustment upon the occurrence of certain events described in the Indenture and the Securities). Each reference in the Indenture and the Securities that refers to delivery of Common Stock upon conversion of a Security shall be read to reflect the provisions of this Section 2.01.

ARTICLE III.

AMENDMENT

Section 3.01     Amendment of the Indenture .     On and after the Amendment Effective Date (as defined below), the Indenture is hereby amended as follows:

(a)         The definition of "Average Sale Price" in Section 1.01 is hereby deleted in its entirety and amended as follows:

" "Average Sale Price" means the average of the Sale Prices of the Common Stock or other security for which the Average Sale Price is to be determined for the shorter of (1) 30 consecutive Trading Days ending on the last full Trading Day prior to the Time of Determination with respect to the rights, warrants or options or distribution in respect of which the Average Sale Price is being calculated, or (2) the period (x) commencing on the date next succeeding the first public announcement of (a) the issuance of rights, warrants or options or (b) the distribution, in each case, in respect of which the Average Sale Price is being calculated and (y) proceeding through the last full Trading Day prior to the Time of Determination with respect to the rights, warrants or options or distribution in respect of which the Average Sale Price is being calculated (excluding days within such period, if any, which are not Trading Days), or (3) the period, if any, (x) commencing on the date next succeeding the Ex-Dividend Time with respect to the next preceding (a) issuance of rights, warrants or options or (b) distribution, in each case, for which an adjustment is required by the provisions of Section 11.06(d) or 11.07 and (y) proceeding through the last full Trading Day prior to the Time of Determination with respect to the rights, warrants or options or distribution in respect of which the Average Sale Price is being calculated (excluding days within such period, if any, which are not Trading Days).

In the event that the Ex-Dividend Time (or in the case of a subdivision, combination or reclassification, the effective date with respect thereto) with respect to a dividend, subdivision, combination or reclassification to which Section 11.06(a), (b), (c) or (d) applies occurs during the period applicable for calculating "Average Sale Price" pursuant to the definition in the preceding sentence, "Average Sale Price" shall be calculated for such period in a manner determined by the Board of Directors of the Corporation to reflect the impact of such dividend, subdivision, combination or reclassification on the Sale Price of the Common Stock or such other security during such period."

(b)         The definition of Board of Directors " and " Board "" in Section 1.01 is hereby deleted in its entirety and amended as follows:

" " Board of Directors " or " Board " means, with respect to any matter, either the board of directors of the Corporation or the Company, as applicable, or any committee of such board duly authorized, with respect to such matter, to exercise the powers of such board."

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(c)        The definition of " Common Stock " in Section 1.01 is hereby deleted in its entirety and amended as follows:

" "Common Stock" means the common stock, par value $0.01 per share, of the Corporation or any other shares of capital stock of the Corporation into which such common stock shall be reclassified or changed."

(d)        The definition of " Corporation " is hereby inserted in Section 1.01 as follows:

" "Corporation" means the party named as the "Corporation" in the first paragraph of this Second Supplemental Indenture until a successor replaces it pursuant to the applicable provisions of the Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors."

(e)        The definition of "Regular cash dividends" in Section 1.01 is hereby deleted in its entirety and amended as follows:

" "Regular cash dividends" means quarterly or other periodic cash dividends on the Common Stock as declared by the Board of Directors of the Corporation as part of its cash dividend payment practices and that are not designated by the Board of Directors of the Corporation as extraordinary or special or other nonrecurring dividends."

(f)        The definition of " Rights " in Section 1.01 is hereby deleted.

(g)        The definition of "Sale Price" in Section 1.01 is hereby deleted in its entirety and amended as follows:

" "Sale Price" of a single share of Common Stock or unit of any other security for which the Sale Price is to be determined on any Trading Day means the closing per share sale price for the Common Stock or such other security (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on such Trading Day as reported on The New York Stock Exchange or other principal United States securities exchange on which the Common Stock or such other security is traded or, if the Common Stock or such other security is not listed on a United States national or regional stock exchange, as reported by the National Association of Securities Dealers Automated Quotation System or by the National Quotation Bureau Incorporated. In the absence of a quotation, the Corporation will determine the Sale Price on the basis of such quotations as it considers appropriate."

(h)        The definition of "3-month LIBOR" in Section 1.01 is hereby deleted in its entirety and amended as follows:

" "3-month LIBOR" means the rate determined on the Yield Determination Date next preceding the related Yield Reset Date as:

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(i)         Section 10.01 is hereby deleted in its entirety and amended as follows

Section 10.01.     Contingent Interest .    Commencing on June 1, 2008, the Company shall make contingent interest payments to the holders of Securities, as set forth in Section 10.02 below, during any six month period from June 1 to November 30 and from December 1 to May 31 (each a " Semiannual Period ") if, but only if , the LYONs Market Price of one Security during the relevant Measurement Period equals or exceeds 120% of the Contingent Principal Amount of such Security as of the May 31 ^st or November 30 ^th preceding the relevant Semiannual Period. During any Semiannual Period when contingent interest is payable pursuant to this section, each contingent interest payment due and payable on each $1,000 Original Principal Amount of Security shall be calculated for each of the first three months and the second three months of the applicable Semiannual Period, and in each instance shall equal an annualized rate of $0.88 of the Contingent Principal Amount of a Security on the immediately preceding quarterly Yield Reset Date.

As used in this Article 10 " Measurement Period " means the five Trading Days ending on the third scheduled Trading Day immediately preceding the start of the relevant Semiannual Period. Notwithstanding the above, if the Corporation should declare a dividend for which the

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record date for such dividend (the " Common Stock Record Date ") falls prior to the first day of a Semiannual Period, but the payment date for such dividend falls within such Semiannual Period, then the " Measurement Period " shall mean the five Trading Days ending on the third Trading Day immediately preceding such Common Stock Record Date. " LYONs Market Price " means, as of any date of determination, the average of the secondary market bid quotations per $1,000 Original Principal Amount of Securities obtained by the Bid Solicitation Agent for $10 million Original Principal Amount of Securities at approximately 4:00 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers (none of which shall be an Affiliate of the Company) selected by the Company; provided , however , if (a) at least three such bids are not obtained by the Bid Solicitation Agent or (b) in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Securities as of such determination date, then the LYON Market Price for such determination date shall equal the product of (i) the Conversion Rate in effect as of such determination date multiplied by (ii) the Average Sale Price of the Common Stock for the five trading days ending on such determination date, appropriately adjusted to take into account the occurrence, during the period commencing on the first of such trading days during such five trading day period and ending on such determination date, of any event described in Section 11.06, 11.07, 11.08 or 11.09 (subject to the conditions set forth in Sections 11.10 and 11.11) hereof.

The Contingent Principal Amount of the Securities will continue to accrue at the applicable Yield whether or not contingent interest payments are made.

(j)        Section 10.02 is hereby deleted in its entirety and amended as follows:

Section 10.02.     Payment of Contingent Interest; Contingent Interest Rights Preserved .

If payable, contingent interest shall be paid on the payment date for the related Common Stock dividend or, if the Corporation does not pay a regular cash dividend on its Common Stock during a Semiannual Period, on the last day of such Semiannual Period (in each case, a " Contingent Interest Payment Date "). Contingent Interest payments on any Security that are payable, and are punctually paid or duly provided for, on any Contingent Interest Payment Date shall be paid to the person who is the holder of that Security at the close of business on the relevant Common Stock Record Date or, if the Corporation does not pay a regular cash dividend on its Common Stock during a Semiannual Period, to the person who is the holder of that Security on the 15 ^th day preceding the last day of such Semiannual Period (each, a "Contingent Interest Record Date"). Each payment of contingent interest on any Security shall be paid in same-day funds by transfer to an account maintained by the payee located inside the United States. In the case of a global Security, interest payable on any Contingent Interest Payment Date will be paid to the Depositary for the purpose of permitting DTC to credit the interest received by it in respect of such global Security to the accounts of the beneficial owners thereof.

Upon determination that Holders of Securities will be entitled to receive contingent interest during a Semiannual Period, on or prior to the start of such Semiannual Period, the Company will issue a press release and publish such information on its website for a period of not less than 120 days or, at the Company’s option, otherwise publicly disclose such information.

(k)        Section 11.01 is hereby deleted in its entirety and amended as follows:

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Section 11.01     Conversion Privilege .     A Holder of a Security may convert such Security into cash and Common Stock at any time during the period stated in paragraph 9 of the Securities, subject to the provisions of this Article 11. The Conversion Rate as of January 1, 2009 shall be 14.4850 shares of Common Stock per $1,000 Original Principal Amount (payable in cash and Common Stock, if any), subject to adjustment upon the occurrence of certain events described in this Article 11; provided that in no event shall the Conversion Rate exceed the Maximum Conversion Rate then in effect. Except as otherwise described in paragraph 9 of the Securities, upon conversion, the Company will deliver consideration (" Conversion Consideration ") having a value equal to the product of the Conversion Rate multiplied by the average of the Sale Price of the Common Stock on each of the 5 consecutive Trading Days beginning on the third Business Day following but not including the Conversion Date (the " Applicable Stock Price "). This Conversion Consideration will be paid in cash (the " Required Cash Amount ") in an amount equal to the Contingent Principal Amount of each Security on the Conversion Date and the remainder, at the election of the Company, in cash, Common Stock or a combination of cash and Common Stock. If a portion of the Conversion Consideration is to be paid in shares of Common Stock, the number of shares to be delivered will equal (x)(i) the product of the Conversion Rate multiplied by the Applicable Stock Price minus (ii) the Required Cash Amount and any additional cash paid as consideration, divided by (y) the Applicable Stock Price. The Company will notify the Holders in the manner provided in Section 13.02 not later than two Business Days after the Conversion Date of the amount of the Conversion Consideration that will be paid in cash.

A Holder may convert a portion of a Security if the portion is $1,000 Original Principal Amount or an integral multiple thereof. Provisions of this Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.

" Time of Determination " means the time and date of the earlier of (i) the determination of stockholders entitled to receive rights, warrants or options or a distribution, in each case, to which Section 11.07 or 11.08 applies and (ii) the time (" Ex-Dividend Time ") immediately prior to the commencement of "ex-dividend" trading for such rights, warrants or options or distribution on the New York Stock Exchange or such other national or regional exchange or market on which the Common Stock is then listed or quoted.

Notwithstanding any other provision of this Indenture, in no event shall the Conversion Rate exceed the Maximum Conversion Rate.

(l)          Section 11.03 is hereby deleted in its entirety and amended as follows:

Section 11.03.     Fractional Shares .    The Company will not deliver a fractional share of Common Stock upon conversion of a Security. Instead, the Company will deliver cash for the current market value of the fractional share. The current market value of a fractional share shall be determined, to the nearest 1/1,000th of a share, by multiplying the Sale Price of the Common Stock, on the last Trading Day prior to the Conversion Date, of a full share by the fractional amount and rounding the product to the nearest whole cent.

(m)        Section 11.05 is hereby deleted in its entirety and amended as follows:

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Section 11.05.     Corporation to Provide Stock .    The Corporation shall, as from time to time may be necessary, reserve out of its authorized but unissued Common Stock a sufficient number of shares of Common Stock to permit the conversion of the Securities.

All shares of Common Stock delivered upon conversion of the Securities shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

The Company and the Corporation will endeavor promptly to comply with all Federal and state securities laws regulating the offer and delivery of shares of Common Stock upon conversion of Securities, if any, and will list or cause to have quoted such shares of Common Stock on each national securities exchange or in the over-the-counter market or such other market on which the Common Stock is then listed or quoted.

(n)        Section 11.06 is hereby deleted in its entirety and amended as follows:

Section 11.06.     Adjustment for Change in Capital Stock .    If, after January 1, 2009, the Corporation:

then the conversion privilege and the Conversion Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the number of shares or other units of capital stock of the Corporation which such Holder would have owned immediately following such action if such Holder had converted the Security immediately prior to such action.

The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification.

If after an adjustment a Holder of a Security upon conversion of such Security may receive shares or other units of two or more classes of capital stock of the Corporation, the Conversion Rate shall thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class or series of capital stock as is contemplated by this Article 11 with respect to the Common Stock, on terms comparable to those applicable to Common Stock in this Article 11.

(o)         Section 11.07 is hereby deleted in its entirety and amended as follows:

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Section 11.07.     Adjustment for Rights Issue .    If after January 1, 2009, the Corporation distributes any rights, warrants or options to all holders of its Common Stock entitling them, for a period expiring within 60 days after the record date for such distribution, to purchase shares of Common Stock at a price per share less than the Sale Price of the Common Stock as of the Time of Determination, the Conversion Rate shall be adjusted in accordance with the formula:

where:

R’ = the adjusted Conversion Rate.

R = the current Conversion Rate.

O = the number of shares of Common Stock outstanding on the record date for the distribution to which this Section 11.07 is being applied.

N = the number of additional shares of Common Stock offered pursuant to the distribution.

P = the offering price per share of the additional shares.

M = the Average Sale Price, minus, in the case of (i) a distribution to which Section 11.06(d) applies or (ii) a distribution to which Section 11.08 applies, for which, in each case, (x) the record date shall occur on or before the record date for the distribution to which this Section 11.07 applies and (y) the Ex-Dividend Time shall occur on or after the date of the Time of Determination for the distribution to which this Section 11.07 applies, the fair market value (on the record date for the distribution to which this Section 11.07 applies) of:

The Board of Directors of the Corporation shall determine fair market values for the purposes of this Section 11.07.

The adjustmen