Stockholder Proposal

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Ave., N.W., Suite 215, Washington, D.C. 20037, who holds 800 shares of common stock, has given notice of her intention to propose the following resolution at the Annual Meeting:

RESOLVED: "That the stockholders of Merrill Lynch, assembled in Annual Meeting in person and by proxy, hereby request the Board of Directors to take the necessary steps to provide for cumulative voting in the election of directors, which means each stockholder. shall be entitled to as many votes as shall equal, the number of shares he or she owns multiplied by the number of directors to be elected, and he or she may cast all of such votes for a single candidate, or any two or more of them as he or she may see fit."

The following statement has been submitted by Mrs. Davis in support of the resolution:

REASONS: "Many states have mandatory cumulative voting, so do National Banks." "In addition, many corporations have adopted cumulative voting."

"Last year the owners of 81,346,817 shares, representing approximately 32.6% of shares voting, voted FOR this proposal."

"If you AGREE, please mark your proxy FOR this resolution."

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For the reasons stated below, the Board of Directors recommends a vote AGAINST the adoption of this stockholder proposal.

A similar proposal has been rejected at our past annual meetings fifteen times by you, our stockholders, each time by a substantial majority. The important reasons for rejecting this proposal in the past remain important reasons for rejecting the proposal now.

Cumulative voting may:

• allow for the election of directors by small groups with special interests.

• result in directors being elected who feel an obligation to represent the special interest groups that elected them, regardless of whether the furtherance of those groups' interests would benefit all of our stockholders generally.

• create factionalism among board members and undermine their ability to work together effectively.

In order to minimize the risks of such divisiveness, and the consequent risk of distracting our Board of Directors from management of Merrill Lynch's affairs, Merrill Lynch, like most other major corporations, elects directors by allowing each share of common stock to have one vote for each nominee. By using this method, we:

• ensure that each director is elected by stockholders representing a plurality of all of the shares of common stock voted at the meeting.

• encourage accountability of each director to all of our stockholders.

• reduce the risk of divisive factionalism.

In short, we believe that our current system of electing directors best serves the interests of you, our stockholders.