Despite what appears to be fairly widespread skepticism surrounding this deal, the bottom line is undeniable: Financial mergers rarely -- and not once in this publication's data base -- fail to reach completion. Whatever perceptions may exist regarding the rationale for the transaction, there is currently no reason to expect this deal to fall through or even be delayed. There are no regulatory concerns and there are certainly no legitimate shareholder issues foreseen in this situation. The current MER shareholder lawsuits are of the standard variety and will in all likelihood be settled unceremoniously well be for the company's special shareholder meeting.

BAC has been extremely consistent its recent major acquisitions, completing the Countrywide, MBNA, and FleetBoston deals in four to six months as originally anticipated. This transaction promises to follow the same path.

MER's primary regulators are the FDIC and OTS at the federal level, and the Utah DFI at the state level. At this point it is unclear which federal regulatory will be the lead, but it is the current expectation that the merger review will be expedited as was the case in the BSC-JPM transaction. If, and only if, formal reviews are required by all three regulators, the transaction is very likely to exceed four months and move into the five- ore perhaps six-month range.

As the former is more likely, the current closing projection is early/mid-February 2009.

For reference purposes, the following timeline chart will be provided:

Transaction	Length (Days)	$	HSR	Fed	SEC	Misc
Countrywide Financial (CFC) - Bank of America (BAC)	173	4b	30	34	106
Bear, Stearns (BSC) - JP Morgan (JPM)	76		<30	n/a	18	GFCO 3
MBNA Corp (KRB) - Bank of America Corp (BAC)	186	35b	n/a	144	49	DE 71 UK OFT <90
FleetBoston Financial (FBF) - Bank of America (BAC)	128	48b	30	115	63	OCC 101 UK OFT 42 ME 87 MA 63
Nuveen Investments, Inc. (JNC) - Madison Dearborn	147	5.4b	15	n/a	14
A.G. Edwards Inc. (AGE) - Wachovia Corp. (WB)	124		8	35	63	GFCO 22
Investors Financial Services (IFIN) - State Street (STT)	148	4.5b	n/a	85	89	Ireland 21 Canadian OFSI UK FSA VT MA
Providian Financial (PVN) - Washington Mutual (WM)	118	6.5b	n/a	n/a	33	OTS 56
Neuberger Berman (NEU) - Lehman Brothers (LEH)	102	2.6b	30	n/a	48	OCC 83 DE 70
Household Int'l (HI) - HSBC Holdings PLC (HBC)	138	13b		n/a	69	See File
Dresdner Bank AG - Allianz AG (AZ)	114	21.6b	>30	n/a	n/a	EU 43
CIT Group, Inc. (CIT) - Tyco Int'l. Ltd. (TYC)	81	9.2b	17		26	Canadian Minister of Finance 51 EU 40 Utah DFI 31
J.P. Morgan (JPM) - Chase Manhattan (CMB)	110	33b	24	67	49	NY 71
Associates First (AFS) - Citigroup (C)	86	31.1b	28		21	OCC 74 EU 37
PaineWebber (PWJ) - UBS AG (UBS)	115	10.8b	14	-	63	4 States +/- 60
First American (FAM)- AmSouth Bancorp (ASO)	123	6.3b		62		TN 17