Award

FINRA Dispute Resolution

In the Matter of the Arbitration Between:

Ahmass Labib Fal<ahany (Claimant) vs. Merrill Lynch & Co., Inc., Merrill Lynch Pierce
Fenner & Smith, Inc., John A. Thain, Amnando M. Codina, John D. Finnegan, Joseph
W. Prueher, Ann N. Reese, Bank of America Corporation, MER Merger Co., and Banc
of America Securities, LLC (Respondents)

Case Number: 08-04953 Hearino Site: New York, New York

Nature of the Dispute: Associated Person v. Members, Non-Members, and Associated

Persons.

REPRESENTATION OF PARTIES

Claimant Ahmass Labib Fakahany, hereinafter referred to as "Claimant": Eric Seller,

Esq., and John Orsini, Esq., Friedman Kaplan Seller and Adelman, LLP, New York, NY.

Respondents Merrill Lynch & Co., Inc. ("ML & Co."), Merrill Lynch Pierce Fenner &
Smith. Inc. ("MLPF&S"), John A. Thain fThain"), Armando M. Codina ("Codina"), John
D. Finnegan ("Finnegan"), Joseph W. Prueher ("Pmeher"), Ann N. Reese ("Reese"),
Bank of America Corporation ("BoA Corp."), MER Merger Co. ("MER"), and Banc of
America Securities, LLC ("BoA Securities"), hereinafter refen^ed to as "Respondents":
Jay Kasner, Esq., Scott Musoff, Esq., and Bryan Levine, Esq., Skadden, Arps, Slate,
Meagher & Flom, LLP, New Yori<, NY.

CASE INFORMATION

Statement of Claim filed on or about: December 23,2008.

Claimant signed the Submission Agreement: December 10,2008.

Joint Statement of Answer filed by Respondents on or about: March 3, 2009.

ML & Co. did not sign the Submission Agreement.
MLPF&S signed the Submission Agreement: March 2,2009.
Thain signed the Submission Agreement: April 14, 2009.
Codina signed the Submission Agreement: March 31, 2009.
Finnegan signed the Submission Agreement: March 31,2009.
Prueher signed the Submission Agreement: April 3, 2009.
Reese signed the Submission Agreement: March 31, 2009.
BoA Corp. signed the Submission Agreement: March 26,2009.
MER signed the Submission Agreement: March 26, 2009.
BoA Securities signed the Submission Agreement on March 26, 2009.

CASE SUMMARY

Claimant asserted the following causes of action: quantum meruit, unjust enrichment,
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Arbitration No. 08-04953
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and promissory estoppel.

Unless specifically admitted in their Answer, Respondents denied the allegations made in
the Statement of Claim and asserted various affinnative defenses.

RELIEF REQUESTED

In the Statement of Claim, Claimant requested compensatory damages in the amount of

$70,000,000.00 plus costs and disbursements, attomey's fees, interest, and such other
and further relief as the Panel deems just and proper.

Respondents requested an award denying Claimant's claims in their entirety.

OTHER ISSUES CONSIDERED AND DECIDED

The Arbitrators acknowledge that they have each read the pleadings and other
materials filed by the parties.

Respondent ML & Co. did not file with FINRA Dispute Resolution a properiy executed
Submission Agreement but, having answered the claim and appeared at the hearing, is
bound by the detennination of the Panel on all issues submitted.

The parties have agreed that the Award in this matter may be executed in counterpart
copies or that a handwritten, signed award may be entered.

AWARD

After considering the pleadings, the testimony and evidence presented at the hearing,
the Panel has decided in full and final resolution of the issues submitted for
detennination as follows:

1. Respondents are jointly and severally liable for and shall pay to Claimant
compensatory damages in the amount of $1,200,000.00.

2. Any and all relief not specifically addressed herein is denied.

FEES

Pursuant to the Code, the following fees are assessed:

Filing Fees
FINRA Dispute Resolution assessed a filing fee* for each claim:
Initial claim filing fee = $1,800.00
*Ttie filing fee is made up of a non-refundable and a refundable portion.
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Member Fees
Member fees are assessed to each member firm that is a party in these proceedings or
to the member firm that employed the associated person at the time of the event giving
rise to the dispute. Accordingly, as parties, Merrill Lynch Pierce Fenner & Smith, Inc.
and Banc of America Securities, LLC are assessed the following:

Member surcharge = $ 3,750.00

Pre-hearing process fee = $ 750.00
Hearing process fee = $ 5,500.00

Adjournment Fees
Adjournments granted during these proceedings for which fees were assessed:

April 26 - 29 and May 3-6, 2010 adjoumment by Claimant =$ 1,200.00

December 7,2010 adjournment by Claimant =$ 1,200.00
December 9. 2010 adiournment by Respondents =$ 1.200.00
Total adjoumment fees =$ 3,600.00

The Panel has assessed $3,600.00 of the adjournment fees jointly and severally to
Respondents.

Discovery -Related Motion Fees

Fees apply for each decision rendered on a discovery-related motion.

Two (2) Decisions on discovery-related motions on the papers

With three (3) arbitrators @ $600.00 =$ 1,200.00
Claimant submitted one discovery-related motion
Respondent submitted one discovery-related motion
Total Discovery-Related Motion Fees = $ 1,200.00
The Panel has assessed $1,200.00 of the discovery-related motion fees jointly and
severally to Respondents.

Hearing Session Fees and Assessments

The Panel has assessed hearing session fees for each session conducted. A session is
any meeting between the parties and the arbitrators, including a pre-hearing conference
with the arbitrators, that lasts four (4) hours or less. Fees associated with these
proceedings are:

Three (3) Pre-hearing sessions with Panel @ $1,200.00 = $ 3,600.00

Pre-hearing conferences: June 2,2009 1 session
June 8,2010 1 session
August 5, 2010 1 session

Sixteen (16) Hearing sessions @ $ 1,200.00 = $19,200.00

Hearing Dates: November 8, 2010 2 sessions
November 9, 2010 2 sessions
November 10, 2010 1 session
November 16, 2010 2 sessions
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Arbitration No. 08-04953
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November 17,2010 1 session

November 18,2010 1 session
December 8,2010 1 session
December 10, 2010 1 session
January 24, 2011 2 sessions
January 25, 2011 2 sessions
February 18.2011 1 session
Total Hearing Session Fees = $22,800.00

The Panel has assessed the $22,800.00 hearing session fees jointly and severally to
Respondents.

All balances are payable to FINRA Dispute Resolution and are due upon receipt.
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ARBTTRATKIN PANEL

Alfrad H. tCingon Public Arbitrator. Presiding Chairperson

Martin A. Edebtein Public Arbitrabr
Thomas M. Amadio Non-Public Arbitrator

I. the undersigned Arbitrator, do hereby airinm. pursuanttoArticle 7507 of the Civil

Practice Law and Rules, that I am the individual described heiein and who executed this
instrument which is my award.

Cowcurrina Arfaitnitors' Stonaturas

Alfred Signature
Public Aitxtrator. Pre^ Chairperson

Martin A. Edelstetn Signature Date

Public Arbitrator

Thomas M. Amadio Signature Dale

Non-Public Arisitrator

March 24, 2011

Date of Seivice (For FINRA Dispute Resolution use only)
FINRA Disputa Reteiulton
ArMmiionNo. 0S-040Sa

ABBfTBATiQNPANft
AlfTKl H. KinQon PuWc Arbltritor, Prsilding Chairperson
HartlfiA.Eda(itain PublioArMrator
Thomas 1^. Amadto Non-PublleArl)ltrator
I. tha undaraignfld ArfaKratDr, do haraby afflrm, pursuanttoArticle 7507 of the CMi
Pradba Law and Rules, that I am the Indivldijal dsMrib^ herain and who oxooutod thb
inalnimant which is my award.

ConaufHaa AitiHraiora' Slonatur^B

Alfrad H. KinQon Signalura Date

PubNc ArfoKnMor. Praaldlns Chairperson

A.SdaiiMn SigiMlUfa Data

PuMie Arbitrator

Thomas Amadio Signature Data

Non-Public ArtRrator

March 24. 2011

Dato of Service (For FINRA Dispute Raaolution use only)

FINRA OaputaRawlution
Art>mation rto. oa4>49S3

ARBITRATION PANEL

Alfrad H. Kingon Public Arbitrator, Presiding Chairperaon

Martin A Edelslein Public Ait>itrator
Thomas M. Amadto Non-Public Art>itrator

I. the undersigned Arblrator, do hereby affirm, pursuanttoArtida 7507 of the Civil

Pracifoa Law and f^ulaa, thai I am the indrviduai dsacribed herein and who exacutad this
instrument which is my awanl.

Concurring Ariritiatora' Sionatufas

Alfrad H. Kingon Signatore Date

Public Art)itrator, Presiding Chairperson

Martin A. Edalatoin Signatore Dato

Public Aitftrator

Thomas M. Amadto Signatore Date

Non-Public Arbitrator

March 24, 2011

Date of Service (For FINRA Dispute Resolution use only)