EXHIBIT 10(XII)
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                       Written Description of ML & Co.'s
                        Incentive Compensation Programs
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     Cash incentive compensation programs are maintained for key employees of 
Merrill Lynch & Co., Inc. ("ML & Co.") and its participating subsidiaries. The 
individuals who are to receive awards and the amount of such awards are 
determined or approved each year by the Management Development and Compensation 
Committee of the Board of Directors of ML & Co. based on the recommendations of 
the management of ML & Co. Annual cash incentive awards are based on the overall
performance of ML & Co. or groupings of one or more subsidiaries or units 
thereof, and on an employee's rank and performance, during the most recently 
completed fiscal year.