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Table of Contents

QUESTIONS AND ANSWERS
COMPANY PROPOSALS
    Item 1 - Election of Directors
          Nominees for Election to the Board of Directors
          Members of the Board of Directors Continuing in Office
    Item 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public
    Accounting Firm
CORPORATE GOVERNANCE  
     Board Independence and Expertise
     Governance Policies and Ethical Guidelines
     Significant Board Practices
     Board and Board Committee Access to Management and to Outside Advisors
     Stock Ownership Guidelines
     Director Nomination Process
     Communications with Directors
     Board Committees
     Audit Committee Report
     Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm
     Fees Paid to the Independent Registered Public Accounting Firm
BENEFICIAL OWNERSHIP OF OUR COMMON STOCK
      Ownership by Our Directors and Executive Officers
      Owners of More than 5% of Our Common Stock
EXECUTIVE COMPENSATION
     Management Development and Compensation Committee Report
     Compensation Committee Interlocks and Insider Participation 
     Compensation Discussion and Analysis
     Compensation Tables
DIRECTOR COMPENSATION
SHAREHOLDER PROPOSALS
     Item 3 - Shareholder Proposal on Adopting Cumulative Voting
     Item 4 - Shareholder Proposal on Prohibiting Executive Officer Stock Sales During Buyback
     Item 5 - Shareholder Proposal on Adopting Advisory Vote on Executive Compensation
     Item 6 - Shareholder Proposal on Adopting Responsible Employment Principles
OTHER MATTERS
     Certain Relationships and Transactions
     Legal Proceedings
     Shareholder Proposals for the 2009 Annual Meeting
     Other Business
     Section 16(a) Beneficial Ownership Reporting Compliance
     Incorporation by Reference