EXHIBIT 10 - 1ST QTR 3/30/01

EXHIBIT 10


As Amended February 16, 2001

MERRILL LYNCH & CO., INC. DEFERRED STOCK UNIT AND STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS

Article I - General

Section 1.1 Purposes.

The purposes of the Merrill Lynch & Co., Inc. Deferred Stock Unit and Stock
Option Plan for Non-Employee Directors, as amended (the "Plan") are (a) to
provide an incentive to highly qualified individuals to serve as Directors of
Merrill Lynch & Co., Inc. ("ML & Co."), and (b) to further align the interests
of Non-Employee Directors with the stockholders of ML & Co.

Section 1.2 Definitions.

For purposes of the Plan, the following terms shall have the meanings
indicated.

"Account" means a notional account recording grants of Deferred Units and
Deferred Stock Units under the Plan.

"Account Balance" means the balance of a Participant's Account reflecting
Deferred Units and Deferred Stock Units credited to a Participant's Account,
adjusted in accordance with Section 3.1 to reflect the addition of dividend
equivalents and any changes in capitalization and adjusted for any payments to
the Participant.

"Administrator" means the Head of Human Resources of ML & Co., or his or
her functional successor.

"Affiliate" means any corporation, partnership, or other organization of
which ML & Co. owns or controls, directly or indirectly, not less than 50% of
the total combined voting power of all classes of stock or other equity
interests.

"Annual Meeting" means the Annual Meeting of Stockholders of ML & Co.

"Board of Directors" or "Board" shall mean the Board of Directors of ML &
Co.

"Business Day" shall mean any day on which the New York Stock Exchange is
open for business.

"Change in Control" means a change in control of ML & Co. of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, whether or not ML & Co. is
then subject to such reporting requirement; provided, however, that, without
limitation, a Change in Control shall be deemed to have occurred if:

(a) any individual, partnership, firm, corporation, association, trust,
unincorporated organization or other entity, or any syndicate or group deemed to
be a person under Section 14(d)(2) of the Exchange Act, other than ML & Co.'s
employee stock ownership plan, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act),
directly or indirectly, of securities of ML & Co. representing 30% or more of
the combined voting power of ML & Co.'s then outstanding securities entitled to
vote in the election of directors of ML & Co.;

(b) during any period of two consecutive years (not including any period
prior to the adoption of this Plan), individuals who at the beginning of such
period constituted the Board of Directors and any new Directors whose election
by the Board of Directors or nomination for election by the stockholders of ML &
Co. was approved by a vote of at least three quarters of the Directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof; or

(c) all or substantially all of the assets of ML & Co. are liquidated or
distributed.

"Code" means the U.S. Internal Revenue Code of 1986, as amended from time
to time.

"Common Stock" means the Common Stock, par value $1.33 1/3 per share, of ML
& Co. and a "share of Common Stock" shall mean one share of Common Stock
together with, for so long as Rights are outstanding, one Right (whether trading
with the Common Stock or separately).

"Company" means ML & Co. and all of its Affiliates.

"Current Market Value" per share of Common Stock, for any date, means the
average of the Daily Market Prices of a share of Common Stock for each Business
Day for which such Daily Market Prices are available during a period commencing
on a date 21 consecutive Business Days prior to such date and ending on the
second Business Day prior to such date.

"Daily Market Price" of shares of Common Stock on any date means: (a) the
mean of the high and low sales prices reported on the New York Stock
Exchange--Composite Tape (or, if shares of Common Stock are not traded on the
New York Stock Exchange, the mean of the high and low sales prices reported on
any securities exchange or quotation service on which the shares of Common Stock
are listed or traded) of such shares on the date in question, or (b) if shares
of Common Stock are not then listed or admitted to trading on any securities
exchange for which reported sales prices are available, the mean of reported
high bid and low asked prices on such date, as reported by a reputable quotation
service, or by The Wall Street Journal, Eastern Edition, or a newspaper of
general circulation in the Borough of Manhattan, City and State of New York.

"Deferred Stock Unit" or "Deferred Unit" means a unit representing ML &
Co.'s obligation to deliver one share of Common Stock in accordance with the
terms of the Plan.

"Director" means a member of the Board.

"Disability" means any physical or mental condition that, in the opinion of
the Administrator, renders a Director incapable of continuing to serve on the
Board.

"End of Service Date" means the date on which a Participant ceases to serve
as a Director for any reason.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Executive Committee" means the Executive Committee of the Board of
Directors.

"Holding Period" has the meaning specified in Section 2.4.

"Initial Payment Date" has the meaning specified in Section 2.6(b).

"Junior Preferred Stock" means ML & Co.'s Series A Junior Preferred Stock,
par value $1.00 per share.

"Non-Employee Director" means a member of the Board who is not employed by
ML & Co. or any Affiliate of ML & Co.

"Participant" means each Non-Employee Director to whom a grant of Deferred
Units, Deferred Stock Units, or Stock Options is made under the Plan.

"Retirement Payments" means the arrangements for post-retirement payments
to Non-Employee Directors adopted by ML & Co. for its Non-Employee Directors, as
amended February 16, 2001.

"Retirement" means ceasing to serve as a Director of ML & Co. in accordance
with ML & Co's retirement policy for Non-Employee Directors.

"Retirement Annual Meeting" means, with respect to any Retiring
Non-Employee Director, the Annual Meeting that coincides with such Director's
Retirement.

"Retiring Non-Employee Director" means a Non-Employee Director whose
Retirement Annual Meeting will occur prior to, or will be the fifth Annual
Meeting following, the effective date of any grant of Deferred Units or Deferred
Stock Units to such Director.

"Rights" means the Rights to Purchase Units of Series A Junior Preferred
Stock, par value $1.00 per share, of ML & Co. issued pursuant to the Rights
Agreement dated as of December 16, 1987 between ML & Co. and Manufacturers
Hanover Trust Company, Rights Agent, as amended from time to time.

"Stock Option" means a right, granted to a Non-Employee Director, pursuant
to Section 2.4 hereof, to purchase prior to a specified date and at a specified
price a specified number of shares of Common Stock.

"Tender Offer" means an offer to purchase all or a portion of the
outstanding shares of Common Stock that is subject to Section 14D of the
Exchange Act, provided that such offer, if consummated, would result in a Change
in Control.

Section 1.3 Shares Subject to the Plan.

The total number of shares of Common Stock that shall be reserved for
issuance in payment of Deferred Stock Units under the Plan shall be 800,000,
subject to automatic adjustment for changes in capitalization of ML & Co. as
provided in Section 3.1 hereof. Shares of Common Stock issued under the Plan
shall only be shares previously issued and reacquired by ML & Co. and held in
its treasury.

Article II - Deferred Units, Deferred Stock Units, and Stock Options;
Optional Deferral of Payment

Section 2.1 Deferred Unit Grants.

(a) Five-Year Initial Grants. (i) Effective February 16, 2001, no further
grants will be made under this Section 2.1(a). Grants previously made under this
Section 2.1(a) shall be payable in shares of Common Stock of the Company and
otherwise remain outstanding and payable in accordance with their terms. (ii)
Each Non-Employee Director who was a member of the Board on August 1, 1996 was
granted, as of August 1, 1996, the number of Deferred Units obtained by dividing
$50,000 by the Current Market Value per share of Common Stock on such date (with
the result rounded upwards to the nearest whole Deferred Unit).

(b) Five-Year New Director Grants. (i) Effective February 16, 2001, no
further grants will be made under this Section 2.1(b). Grants previously made
under this Section 2.1(b) shall be payable in shares of Common Stock of the
Company and otherwise remain outstanding in accordance with their terms. (ii)
Each person who became a Non-Employee Director between August 1, 1996 until
February 16, 2001, as of the date when such person became a Non-Employee
Director, was granted the number of Deferred Units obtained by dividing $50,000
(adjusted downward in the event that such directors Retirement would have been
within 5 years of the grant) by the Current Market Value per share of Common
Stock on such date (with the result rounded rounding the result upwards to the
nearest whole Deferred Unit).

(c) Annual Grants. (i) Effective February 16, 2001 no further grants will
be made under this Section 2.1(c). Grants previously made under this Section
2.1(c) shall be payable in shares of Common Stock of the Company and otherwise
remain outstanding in accordance with their terms. (ii) During the period
between April 1, 1998 and February 16, 2001 (effective on the close of business
on the first Business Day of the month next following the date of each Annual
Meeting) any Director then serving as a Non-Employee Director was granted,
without any action by the Board of Directors, on such date the number of
Deferred Units obtained by dividing $10,000 by the Current Market Value per
share of Common Stock on such date (with the result rounded upwards to the
nearest whole Deferred Unit). (iii) Each person who became a Non-Employee
Director during such period on a date other than the date of an Annual Meeting,
was granted, on the date when such person became a Non-Employee Director and
without any action by the Board of Directors, the number of Deferred Units
obtained by dividing $10,000 by the Current Market Value per share of Common
Stock on such date (with the result rounded upwards to the nearest whole
Deferred Unit).

Section 2.2 Five-Year Deferred Stock Unit Grants.

Effective February 16, 2001 no further grants will be made under this
Section 2.2. Grants previously made under this Section 2.2 shall be payable in
shares of Common Stock of the Company and otherwise remain outstanding in
accordance with their terms. During the period between October 26, 1996 and
February 16, 2001, without any action by the Board of Directors:

(i) each Non-Employee Director who had received a grant under the Merrill
Lynch & Co., Inc. Non-Employee Director's Equity Plan, ("Equity Plan") effective
on the close of business on the first Business Day of the month next following
the date of the Annual Meeting upon which such Director's grant became fully
vested and

(ii) each Non-Employee Director who had not received a grant under the
Equity Plan, effective on the date that such Director joined the Board of
Directors

was granted the number of Deferred Stock Units obtained by dividing $50,000
by the Current Market Value per share of Common Stock on such date and rounding
the result upwards to the nearest whole Deferred Stock Unit, provided, however,
that, in each case, the dollar amount used to determine the grant to any
Retiring Non-Employee Director was $50,000 multiplied by the Retirement Fraction
applicable to such Retiring Non-Employee Director.

Section 2.3 Annual Deferred Stock Unit Grants.

(a) Regular Grants. Each Non-Employee Director who (i) is a member of the
Board on February 26, 2001, and makes an election (in accordance with procedures
set forth by the Administrator) to receive no further increases in his or her
retirement payments, or (ii) is appointed or elected to the Board following
February 26, 2001, shall, without any further action by the Board of Directors,
receive as of the date of every subsequent Annual Meeting for which he or she is
a Continuing Director, the number of Deferred Stock Units obtained by dividing
$72,500 by the Daily Market Price per share of Common Stock on such date and
rounding the result upwards to the nearest whole Deferred Stock Unit.

(b) Mid-Year Regular Grants. In the event that after April 27, 2001, a
Non-Employee Director joins the Board after the date of an Annual Meeting, but
prior to the date of the Board's regularly scheduled meeting in October, shall
without any further action by the Board of Directors receive the number of
Deferred Stock Units obtained by dividing $36,250 by the Daily Market Price per
share of Common Stock on the date of his or her appointment to the Board.

(c) Adjusted Grants. Each Non-Employee Director who is a member of the
Board on February 26, 2001, and makes an election (in accordance with procedures
determined by the Administrator) to continue to receive increases in his or her
retirement payments shall, without any further action by the Board of Directors
receive (i) as of April 27, 2001, and (ii) as of the date of every subsequent
Annual Meeting, the number of Deferred Stock Units obtained by dividing $42,500
by the Daily Market Price per share of Common Stock on such date and rounding
the result upwards to the nearest whole Deferred Stock Unit.

(d) Further Adjustment. The dollar amounts for the Deferred Stock Unit
grants specified in subsections (a) and (b) above shall be reduced by $10,000
each year in which Deferred Stock Units and Deferred Units granted prior to
February 16, 2001 under Sections 2.1 or 2.2 of this Plan remain subject to the
five-year Holding Period determined for such awards under Section 2.4.

Section 2.4 Payment of Awards Upon Expiration of the Holding Period.

Unless deferred at the option of the Participant in accordance with Section
2.6(a) hereof, Deferred Units or Deferred Stock Units will become payable upon
the expiration of the holding period with respect to such grants (the "Holding
Period"), which shall expire on the earlier of: (i) the date of the fifth Annual
Meeting following the date of such grant, and (ii) a Participant's End of
Service Date. The Deferred Units and the Deferred Stock Units will be paid in
shares of Common Stock. One share of Common Stock will be delivered for each
Deferred Unit and Deferred Stock Unit to be paid, after rounding any fractional
unit upwards to the nearest whole share.

Section 2.5 Stock Options.

(a) Regular Annual Stock Option Grants. Each Non-Employee Director who is a
member of the Board on February 26, 2001 or is appointed or elected to the Board
following February 26, 2001 shall, without any further action by the Board of
Directors receive as of the date of every subsequent Annual Meeting, a grant of
the number of Stock Options obtained by dividing $72,500 by the Daily Market
Price of the Company's Common Stock on such date and multiplying the result by
three.

(b) Regular Grants for Directors Joining in Mid-year. Each Non-Employee
Director who joins the Board during the period beginning on the date of the
Company's Annual Meeting after February 26, 2001, and ending on the date of the
Board's regularly scheduled October meeting, shall, without any further action
by the Board of Directors receive, as of the date when he or she joins the
Board, the number of Stock Options obtained by dividing $36,250 by the Daily
Market Price of the Company's Common Stock on such date and multiplying the
result by three.

(c) Exercise Price. The exercise price for each such Stock Option shall be
the Daily Market Price of a share of Common Stock on the grant date.

(d) Exercise of Stock Options.

(i) Exercisability: Stock Options shall become exercisable six months
following the grant date. A Stock Option may be exercised at any time from such
date until the close of business on the expiration date of the Stock Option.

(ii) Expiration: Each Stock Option granted shall expire and shall no longer
be exercisable after the expiration of 10 years from the date of grant of such
Stock Option.

(iii) Exercise in the Event of Termination of Service as a Director: If a
Non-Employee Director ceases to serve as a Director prior to the exercise or
expiration of Stock Options granted to him or her, such Stock Options may be
exercised, to the full extent not yet exercised, regardless of whether or not
then fully exercisable, and, in the event of death, such Stock Options may be
exercised by his or her estate or beneficiaries, as the case may be, but in no
event after the expiration date of such Stock Option.

(iv) Limitations on Transferability: Stock Options are not transferable by
a Non-Employee Director except to immediate family members (or trusts or other
entities established for the benefit of immediate family members) or by will or
the laws of descent and distribution and are exercisable during his or her
lifetime only by him or her.

(e) Payment of Purchase Price and Tax Liability Upon Exercise; Delivery of
Shares.

(i) Payment of Purchase Price: The purchase price of the shares as to which
a Stock Option is exercised shall be paid to the Company at the time of exercise
(A) in cash, (B) by delivering freely transferable shares of Common Stock
already owned by the person exercising the Stock Option for at least six months
having a total Daily Market Price on the date of exercise equal to the purchase
price, or (C) a combination of cash and shares of Common Stock equal in value to
the exercise price.

(ii) Delivery of Shares: Upon receipt by the Company of the purchase price,
stock certificate(s) for the shares of Common Stock as to which a Stock Option
is exercised shall be delivered to the person in whose name the Stock Option is
outstanding or such person's estate or beneficiaries, as the case may be, or
such shares shall be credited to a brokerage account or otherwise delivered, in
such manner as such person or such person's estate or beneficiaries, as the case
may be, may direct.

Section 2.6 Optional Deferral of Payment.

(a) Optional Deferral of Payment. A Participant shall have the option to
defer the payment of all or a portion of any Deferred Unit or Deferred Stock
Unit grant upon the expiration of the relevant Holding Period for later payment
in accordance with this Section 2.6 by submitting to the Administrator or his or
her designee such forms as the Administrator shall prescribe by no later than
one year prior to the expiration of the relevant Holding Period. No such
deferral election shall become effective if the Holding Period expires prior to
the fifth Annual Meeting following the date of the relevant grant as a result of
the Participant's Retirement, death or Disability. With respect to Deferred
Units and Deferred Stock Units, a Participant may elect to have all or a portion
of his or her Account Balance retained as Deferred Stock Units in his or her
Account for payment at a later date. A Participant shall also have the right to
defer the gain on exercise of a stock options in accordance with the terms of
the Merrill Lynch Stock Option Gain Deferral Program.

(b) Irrevocability of Deferral Election. Except as provided in Sections
2.6(c) or (d) or Section 2.9, an election to defer the payment of all or a
portion of a Participant's Deferred Units or Deferred Stock Units made pursuant
to Section 2.6(a) shall be irrevocable once submitted to the Administrator or
his or her designee.

(c) Rescission of Deferral Election Prior to the Expiration of the Holding
Period. An optional deferral election may be rescinded at the request of the
Participant only (i) prior to the expiration of the Holding Period with respect
to any grant of Deferred Units or Deferred Stock Units, and (ii) if the
Administrator, in his or her sole discretion and upon evidence of such basis
that he or she finds persuasive (including a material applicable change in the
Participant's U.S. Federal and/or foreign income tax rate during the period
between the deferral election and the expiration of the Holding Period), agrees
to the rescission of the election. In the event of a rescission under this
Section 2.6(c), no deferral will be effected under the Plan and the Participant
will be paid the Deferred Units or Deferred Stock Units in accordance with
Section 2.7(a).

(d) Rescission of Deferral Election Caused by an Adverse Tax Determination.
Notwithstanding the provisions of Section 2.6(a), a deferral election may be
rescinded at any time if (i) a final determination is made by a court or other
governmental body of competent jurisdiction that the election was ineffective to
defer income for purposes of U.S. Federal, state, local or foreign income
taxation and the time for appeal from this determination has expired, and (ii)
the Administrator, in his or her sole discretion, decides, upon the
Participant's request and upon evidence of the occurrence of the events
described in clause (i) hereof that he or she finds persuasive, to rescind the
election. Upon such rescission, the relevant Account Balance will be paid to the
Participant as soon as practicable as provided herein.

Section 2.7 Payment of Units Optionally Deferred.

(a) Regular Payment Elections. A Participant's Account Balance will be paid
by ML & Co., as elected by the Participant at the time of his or her optional
deferral election, either in a single payment to be made, or in the number of
annual installment payments (not to exceed 15) chosen by the Participant to
commence, (i) in the month following the month of the Participant's End of
Service Date or death, (ii) in any month and year selected by the Participant
after the scheduled expiration of the Holding Period (i.e., without taking into
account the possibility of Early Separation, death or Disability), or (iii) in
any month in the calendar year following the Participant's End of Service Date,
but in no event may the date elected under clause (i), (ii) or (iii) result in
the payment (in the case of a single payment) or commencement of payments (in
the case of installment payments) later than the month following the
Participant's 72nd birthday. The amount of each annual installment payment, if
applicable, shall be determined by multiplying the Account Balance as of the
last day of the month immediately preceding the month in which the payment is to
be made by a fraction, the numerator of which is one and the denominator of
which is the number of remaining installment payments (including the installment
payment to be made) and rounding the result to the nearest whole Deferred Unit,
Deferred Stock Unit or cent, as the case may be.

(b) Form of Payment. Deferred Units and Deferred Stock Units payable
pursuant to this Section 2.7 will be paid in shares of Common Stock. One share
of Common Stock will be delivered for each unit to be paid, after rounding any
fractional unit upwards to the nearest whole share.

(c) Death Prior to Payment. If the Participant dies prior to payment of any
or all amounts optionally deferred, then the Account Balance will be paid to the
Participant's beneficiary in accordance with the Participant's election of
either installment payments, or a single payment, provided, however, that, in
the event that a beneficiary of the Participant's Account Balance is the
Participant's estate or is otherwise not a natural person, then (i) if the
Participant has elected a regular payment election pursuant to Section 2.7(a),
the applicable portion of the Account Balance will be paid in a single payment
to such beneficiary, and (ii) if the Participant has elected installment
payments, the applicable portion of the Account Balance will continue to be paid
as installment payments, but only to a single person consisting of the
administrator or executor of the Participant's estate or another person lawfully
designated by the administrator or executor (and in the event no such person is
designated within a reasonable time, payment will be made in a lump sum).

(d) Discretion to Alter Payment Date. Notwithstanding the other provisions
of this Section 2.7, if the Participant ceases to be a Director for any reason,
the Administrator may, in his or her sole discretion, direct that the Account
Balance (but not any subsequent optional deferral thereof), be paid at some
other time or that it be paid in installments; provided, that no such direction
that adversely affects the rights of the Participant or his or her beneficiary
under this Plan shall be implemented without the consent of the affected
Participant or beneficiary. This direction may be revoked by the Administrator
at any time in his or her sole discretion.

(e) Hardship Distributions. ML & Co. may pay to the Participant, on such
terms and conditions as the Administrator may establish, such part or all of the
Account Balance, as the Administrator may, in his or her sole discretion based
upon substantial evidence submitted by the Participant, determine necessary to
alleviate hardship caused by an unanticipated emergency or necessity outside of
the Participant's control affecting the Participant's personal or family
affairs. Such payment will be made only at the Participant's written request and
with the express approval of the Administrator and will be made on the date
selected by the Administrator in his or her sole discretion. The balance of the
Account, if any, will continue to be governed by the terms of this Plan.
Hardship shall be deemed to exist only on account of expenses for medical care
(described in Code Section 213(d)) of the Participant, the Participant's spouse
or the Participant's dependents (described in Code Section 152); payment of
unreimbursed tuition and related educational fees for the Participant, the
Participant's spouse or the Participant's dependents; the need to prevent the
Participant's eviction from, or foreclosure on, the Participant's principal
residence; unreimbursed damages resulting from a natural disaster; or such other
financial need deemed by the Administrator in his or her sole discretion to be
immediate and substantial.

Section 2.8 Beneficiary.

(a) Designation of Beneficiary. The Participant may designate, in a writing
delivered to the Administrator or his or her designee before the Participant's
death, a beneficiary (which may be a charity or other entity) to receive
payments under the Plan in the event of the Participant's death. The Participant
may also designate a contingent beneficiary to receive payments under the Plan
if the primary beneficiary does not survive the Participant. The Participant may
designate more than one person as the Participant's beneficiary or contingent
beneficiary, in which case (i) no contingent beneficiary would receive any
payment unless all of the primary beneficiaries predeceased the Participant, and
(ii) the surviving beneficiaries in any class shall share in any payments in
proportion to the percentages of interest assigned to them by the Participant.

(b) Change in Beneficiary. The Participant may change his or her
beneficiary or contingent beneficiary (without the consent of any prior
beneficiary) in a writing delivered to the Administrator or his or her designee
before the Participant's death. Unless the Participant states otherwise in
writing, any change in beneficiary or contingent beneficiary will automatically
revoke such prior designations of the Participant's beneficiary or of the
Participant's contingent beneficiary, as the case may be, under this Plan only;
and any designations under other deferral agreements or plans of the Company
will remain unaffected.

(c) Default Beneficiary. In the event a Participant does not designate a
beneficiary, or no designated beneficiary survives the Participant, the
Participant's beneficiary shall be the Participant's surviving spouse, if the
Participant is married at the time of his or her death and not subject to a
court-approved agreement or court decree of separation, or otherwise the person
or persons designated to receive benefits on account of the Participant's death
under the ML & Co. pre-retirement death benefit for Non-Employee Directors,
unless the rights to such benefit have been assigned, in which case any amounts
payable to the Participant's beneficiary under the Plan will be paid to the
Participant's estate.

(d) If the Beneficiary Dies During Payment. If a beneficiary who is
receiving or is entitled to receive payments hereunder dies after the
Participant but before all the payments have been made, the portion of the
Account Balance to which that beneficiary was entitled will be paid as soon as
practicable in a single payment to such beneficiary's estate and not to any
contingent beneficiary the Participant may have designated; provided, however,
that if the beneficiary was receiving installment payments, the applicable
portion of the Account Balance will continue to be paid as installment payments
but only to a single person consisting of the administrator or executor of the
beneficiary's estate or another person lawfully designated by the administrator
or executor (and in the event no such person is designated within a reasonable
time, payment will be made in a lump sum).

Section 2.9 Domestic Relations Orders.

Notwithstanding the Participant's elections hereunder, ML & Co. will pay
to, or to the Participant for the benefit of, the Participant's spouse or former
spouse the portion of the Participant's Account Balance specified in a valid
court order entered in a domestic relations proceeding involving the
Participant's divorce or legal separation. Any such payment will be made net of
any amounts the Company may be required to withhold under applicable federal,
state or local law.

Section 2.10 Withholding of Taxes.

ML & Co. will deduct from any payment to be made or deferred hereunder any
U.S. Federal, state or local or foreign income or employment taxes required by
law to be withheld or require the Participant or the Participant's beneficiary
to pay any amount, or the balance of any amount, required to be withheld.

Article III - Adjustment of Accounts

Section 3.1 Adjustment of Accounts.

(a) Dividend Equivalents. Whenever a cash dividend is paid on a share of
Common Stock, a Participant's Deferred Units and Deferred Stock Units will be
adjusted by adding to the Deferred Units or Deferred Stock Units, as applicable,
the number of Deferred Units or Deferred Stock Units determined by multiplying
the per share amount of the cash dividend by the Deferred Units or Deferred
Stock Units, as applicable, on the record date for the cash dividend, dividing
the result by the price per share of Common Stock used for purposes of the
reinvestment of such cash dividend in the Merrill Lynch & Co., Inc. Dividend
Reinvestment Program currently administered by Business Information Services (or
their functional successor), or if at any time there is no Dividend Reinvestment
Program, the Daily Market Price of a share of Common Stock on the date the cash
dividend is paid, and rounding the result to the nearest 1/100th of a Deferred
Unit or Deferred Stock Unit as the case may be (with .005 being rounded
upwards); provided that, if the number of a Participant's Deferred Units or
Deferred Stock Units is reduced to zero in accordance with the Plan between the
record date and the payment date for such cash dividend, then, in lieu of such
adjustment to the Participant's Account, the dividend equivalent amount with
respect to such record date will be determined by multiplying the per share
amount of the cash dividend by the Deferred Units or Deferred Stock Units in the
Account on the record date for the cash dividend and rounding the result to the
nearest whole cent. This amount shall be paid to the Participant in cash at the
same time as such cash dividend is paid to the holders of the Common Stock.

(b) Changes in Capitalization. Any other provision of the Plan to the
contrary notwithstanding, if any change shall occur in or affect shares of
Common Stock (or the Rights or Junior Preferred Stock) on account of a merger,
consolidation, reorganization, stock dividend, stock split or combination,
reclassification, recapitalization, or distribution to holders of shares of
Common Stock (other than cash dividends), including, without limitation, a
merger or other reorganization event in which the shares of Common Stock cease
to exist, then appropriate adjustments shall be made, without any action by the
Board of Directors, to the Deferred Units, Deferred Stock Units and Stock
Options, as shall be necessary to maintain the proportionate interest of the
Participants and to preserve, without increasing, the value of Stock Options or
the Account Balance. In the event of a change in the presently authorized shares
of Common Stock that is limited to a change in the designation thereof or a
change of authorized shares with par value into the same number of shares with a
different par value or into the same number of shares without par value, the
shares resulting from any such change shall be deemed to be shares of Common
Stock within the meaning of the Plan.

Article IV - Status of Accounts

Section 4.1 No Trust or Fund Created; General Creditor Status.

Nothing contained herein and no action taken pursuant hereto will be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between ML & Co. and any Participant, the Participant's beneficiary
or estate, or any other person. Title to and beneficial ownership of any funds
represented by the Account Balance will at all times remain in ML & Co.; such
funds will continue for all purposes to be a part of the general funds of ML &
Co. and may be used for any corporate purpose. No person will, by virtue of the
provisions of this Plan, have any interest whatsoever in any specific assets of
the Company. TO THE EXTENT THAT ANY PERSON ACQUIRES A RIGHT TO RECEIVE PAYMENTS
FROM ML & CO. UNDER THIS PLAN, SUCH RIGHT WILL BE NO GREATER THAN THE RIGHT OF
ANY UNSECURED GENERAL CREDITOR OF ML & CO.

Section 4.2 Non-Assignability.

Except as provided in Section 2.5(d)(iv), a Participant's right or the
right of any other person to his or her Account Balance or any other benefits
hereunder cannot be assigned, alienated, sold, garnished, transferred, pledged,
or encumbered except by a written designation of beneficiary under this Plan, by
written will, or by the laws of descent and distribution.

Section 4.3 Effect on Benefits Under Pension and Welfare Benefit Plans.

The effect of the grants, deferrals and payments under the Plan on pension
and welfare benefit plans in which the Participant may be a participant will
depend upon the provisions of each such plan, as amended from time to time.


Article V - Change in Control

Section 5.1 Payment of Account Balance upon Change in Control.

(a) Payment of Account Balance. Notwithstanding any other provision of this
Plan, in the event that (i) ML & Co. receives a Tender Offer Statement on
Schedule 14D-1 under the Securities Exchange Act of 1934 relating to a Tender
Offer, or (ii) a Change in Control shall occur, the Participant's Account
Balance, will be paid to the Participant in a lump sum promptly after the
receipt of such Tender Offer Statement or the occurrence of such Change in
Control, and in any event, not later than 30 days thereafter.

(b) Manner of Payment. Payment of Account Balances pursuant to Section
5.1(a) shall be made in the following manner:

(i) With respect to Deferred Units and Deferred Stock Units, payment shall
be made in cash and shall be calculated as if any applicable Holding Period had
expired. The amount of the cash payment shall be determined by multiplying the
number of Deferred Units and Deferred Stock Units in the Participant's Account
by the Daily Market Price per share of Common Stock on the date of the event
specified in Section 5.1(a)(i) or (ii), as the case may be, or, if higher, the
highest Daily Market Price per share of Common Stock on any day during the
90-day period ending on such date.

(ii) With respect to Stock Options, for each underlying share of Common
Stock, the excess of the Daily Market Price of a share of Common Stock on the on
the date of the event specified in Section 5.1(a)(i) or (ii), as the case may
be, or, if higher, the highest Daily Market Price per share of Common Stock on
any day during the 90-day period ending on such date, over the per share
exercise price for such Stock Option.

Article VI - Administration of the Plan

Section 6.1 Powers of the Administrator.

The Administrator has full power and authority to interpret, construe, and
administer this Plan. The Administrator's interpretations and construction
hereof, and actions hereunder, including any determinations regarding the amount
or recipient of any payments, will be binding and conclusive on all persons for
all purposes. The Administrator will not be liable to any person for any action
taken or omitted in connection with the interpretation and administration of
this Plan unless attributable to his or her willful misconduct or lack of good
faith. The Administrator may designate persons to carry out the specified
responsibilities of the Administrator and shall not be liable for any act or
omission of a person as designated.

Section 6.2 Payments on Behalf of an Incompetent.

If the Administrator finds that any person who is presently entitled to any
payment hereunder is a minor or is unable to care for his or her affairs because
of disability or incompetency, payment of the Account Balances may be made to
anyone found by the Administrator to be the committee or other authorized
representative of such person, or to be otherwise entitled to such payment, in
the manner and under the conditions that the Administrator determines. Such
payment will be a complete discharge of the liabilities of ML & Co. hereunder
with respect to the amounts so paid.

Section 6.3 Corporate Books and Records Controlling.

The books and records of the Company will be controlling in the event a
question arises hereunder concerning Account Balances, deferral elections,
beneficiary designations, or any other matters.

Article VII - Miscellaneous Provisions

Section 7.1 Litigation.

The Company shall have the right to contest, at its expense, any ruling or
decision, administrative or judicial, on an issue that is related to the Plan
and that the Administrator believes to be important to Participants, and to
conduct any such contest or any litigation arising therefrom to a final
decision.

Section 7.2 Headings Are Not Controlling.

The headings contained in this Plan are for convenience only and will not
control or affect the meaning or construction of any of the terms or provisions
of this Plan.

Section 7.3 Governing Law.

To the extent not preempted by applicable U.S. Federal law, this Plan will
be construed in accordance with and governed by the laws of the State of New
York as to all matters, including, but not limited to, matters of validity,
construction, and performance.

Section 7.4 Amendment and Termination.

The Board of Directors, or, if permitted pursuant to Rule 16b-3 under the
Exchange Act, the Executive Committee may amend or terminate this Plan at any
time, provided that no amendment or termination may be made that would adversely
affect the right of a Participant to his or her Account Balance as of the date
of such amendment or termination.

Article VIII - Effective Date

The initial plan was effective on August 1, 1996, the amended Plan shall be
effective as of February 16, 2001.