EXHIBIT 10 MERRILL LYNCH FEE DEFERRAL

Exhibit 10

As amended through April 15, 1997















MERRILL LYNCH & CO., INC.

FEE DEFERRAL PLAN

FOR NON-EMPLOYEE DIRECTORS




















MERRILL LYNCH & CO., INC.

FEE DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS

Table of Contents


Page
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I. GENERAL............................................................1
1.1 Purpose.......................................................1
1.2 Definitions ..................................................1
II. DEFERRAL ELECTIONS; ACCOUNT(S).....................................5
2.1 Deferral Elections............................................5
(a) Timing and Manner of Making of Elections.................5
(b) Irrevocability of Deferral Elections.....................5
2.2 Crediting to Accounts.........................................5
(a) Mutual Fund Index Deferred Amounts.......................5
(b) ML Stock Unit Deferred Amounts...........................5
(c) KECALP Deferred Amounts..................................6
2.3 Adjustment of Mutual Fund Index Accounts; Mutual Fund Index
Account Return Options......................................6
(a) Selection of Mutual Fund Index Account Return Options....6
(b) Adjustment of Mutual Fund Index Accounts.................6
2.4 Adjustment of ML Stock Unit Accounts..........................7
(a) Dividend Equivalents.....................................7
(b) Changes in Capitalization................................7
2.5 Rescission of Mutual Fund Index Deferral Elections............8
(a) Adverse Tax Determination................................8
(b) Rescission For Amounts Not Yet Earned....................8
(c) No Rescission of ML Stock Unit Deferral Elections........8
III. STATUS OF ACCOUNT(S)...............................................8
3.1 No Trust or Fund Created; General Creditor Status.............8
3.2 Non-Assignability.............................................9
3.3 Effect of Deferral on Benefits Under Pension and
Welfare Benefit Plans.......................................9
IV. PAYMENT OF ACCOUNT(S)..............................................9
4.1 Payment.......................................................9
(a) Payment Election ........................................9
(b) Modified Installment Payments............................9
(c) Payment of ML Stock Units ...............................10
(d) Payment of Amounts Indexed to the KECALP Return Option...10
(e) Death Prior to Payment ..................................10
(f) Discretion to Alter Payment Date for Mutual Fund Index
Account Balance .......................................10
4.2 Change in Control.............................................10
(a) Payment of Mutual Fund Index Account Balance.............10
(b) ML Stock Unit Account Balance Unaffected.................11
4.3 Withholding of Taxes..........................................11


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Page
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4.4 Beneficiary...................................................11
(a) Designation of Beneficiary...............................11
(b) Change in Beneficiary....................................11
(c) Default Beneficiary......................................11
(d) If the Beneficiary Dies During Payment...................11
V. ADMINISTRATION OF THE PLAN.........................................12
5.1 Powers of the Administrator...................................12
5.2 Payments on Behalf of an Incompetent..........................12
5.3 Corporate Books and Records Controlling.......................12
VI. MISCELLANEOUS PROVISIONS...........................................12
6.1 Litigation....................................................12
6.2 Headings Are Not Controlling..................................12
6.3 Governing Law.................................................13
6.4 Amendment and Termination.....................................13

























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MERRILL LYNCH & CO., INC.

FEE DEFERRAL PLAN
FOR NON-EMPLOYEE DIRECTORS

ARTICLE I

GENERAL

1.1 Purpose.

The purpose of the Plan is to provide non-employee Directors of Merrill Lynch
& Co., Inc. ("ML & Co.") with flexibility in meeting their future income
needs, and to provide an additional incentive to highly qualified individuals
to serve as Directors.

1.2 Definitions.

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

"Account(s)," with respect to any Plan Year, means the Participant's Mutual
Fund Index Account and/or ML Stock Unit Account.

"Account Balance(s)" with respect to any Plan Year means the Participant's
Mutual Fund Index Account Balance and/or ML Stock Unit Account Balance.

"Administrator" means the Director 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" means the Board of Directors of Merrill Lynch
& Co., Inc.

"Business Day" shall mean any day on which the New York Stock Exchange, Inc.
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" means one share of Common Stock together
with, for so long as Rights are outstanding, the number of Rights then
associated with one share of Common Stock (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, shall mean
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 given date(s) shall be:
(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(s) in question, or (b)
if shares of Common Stock are not then listed or admitted to trading on any
securities exchange as to which reported sales prices are available, the mean
of reported high bid and low asked prices on any such date(s), 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 Amounts" with respect to any Plan Year means the Participant's
Mutual Fund Index Deferred Amounts and/or ML Stock Unit Deferred Amounts
and/or KECALP Deferred Amounts.

"Director" means a member of the Board of Directors.

"Election Year" with respect to any Plan Year, means the calendar year
immediately preceding the Plan Year.

"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.

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


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"Fees" means the annual cash base compensation, committee membership fees, if
any, and committee chair fees, if any, payable to a Participant for service
on the Board and any committees of the Board during the relevant Plan Year.

"KECALP Deferral Percentage," for the 1997 Plan Year, means the percentage
specified by the Participant to be the percentage of such Participant's
Annual Fees for 1997 that he or she wishes to defer into the KECALP Unit
Account.

"KECALP Deferred Compensation Plan" means the 1997 KECALP Deferred
Compensation Plan for a Select Group of Eligible Employees, attached hereto
as Exhibit A.

"KECALP Deferred Amounts," for the 1997 Plan Year, means the aggregate dollar
amount of Fees actually deferred by the Participant into a KECALP Unit
Account in the manner specified in the KECALP Deferred Compensation Plan.

"KECALP Prospective Remaining 1997 Deferred Amounts," for the 1997 Plan Year,
means aggregate dollar amount of Fees that would be paid to the Participant
in months remaining in 1997 following the closing of Merrill Lynch KECALP
L.P. 1997 multiplied by the Participant's KECALP Deferral Percentage.

"KECALP Return Option" means the option of indexing returns to the
performance of Merrill Lynch KECALP L.P. 1997, in the manner specified in the
KECALP Deferred Compensation Plan.

"KECALP Unit Account" means the account established for each Participant
electing the KECALP Return Option in the manner specified in the KECALP
Deferred Compensation Plan.

"ML Stock Unit" means a unit representing ML & Co.'s obligation to pay an
amount equal to the then Current Market Value of a share of Common Stock in
cash in accordance with the terms of the Plan.

"ML Stock Unit Account," with respect to any Plan Year, means the reserve
account established for such Plan Year on the books and records of ML & Co.
to record a Participant's ML Stock Unit Account Balance with respect to such
Plan Year.

"ML Stock Unit Account Balance," with respect to any Plan Year, means, as of
any date, the ML Stock Units credited to a Participant's ML Stock Unit
Account for such Plan Year, adjusted in accordance with Section 2.4 to
reflect the addition of dividend equivalents and any changes in
capitalization and adjusted for any payments made from the ML Stock Unit
Account to the Participant prior to that date.

"ML Stock Unit Deferral Percentage," with respect to any Plan Year, means the
percentage specified by the Participant to be the percentage of each payment
of Fees he or she wishes to defer into an ML Stock Unit Account under the
Plan during such Plan Year.

"ML Stock Unit Deferred Amounts," with respect to any Plan Year, means the
dollar amounts of Fees actually deferred by the Participant into an ML Stock
Unit Account under the Plan for such Plan Year.

"Mutual Fund Index Account," with respect to any Plan Year, means the reserve
account established for such Plan Year on the books and records of ML & Co.
to record a Participant's Mutual Fund Index Account Balance with respect to
such Plan Year.


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"Mutual Fund Index Account Balance," with respect to any Plan Year, means, as
of any date, the Mutual Fund Index Deferred Amounts credited to a
Participant's Mutual Fund Index Account for such Plan Year, adjusted in
accordance with Section 2.3 to reflect the performance of the Participant's
Selected Mutual Fund Index Account Return Options and adjusted for any
payments made from the Mutual Fund Index Account to the Participant prior to
that date.

"Mutual Fund Index Account Return Options" means such Merrill Lynch mutual
funds or other investment vehicles as the Administrator may from time to time
designate for the purpose of indexing Mutual Fund Index Accounts hereunder.
In the event a Mutual Fund Index Account Return Option ceases to exist or is
no longer to be a Mutual Fund Index Account Return Option, the Administrator
may designate a substitute Mutual Fund Index Account Return Option for such
discontinued option. In no event may the Administrator designate as a Mutual
Fund Index Account Return Option any equity security of ML & Co. or any
security that would be deemed to be a "derivative security" as defined in
Rule 16a-1 of the Exchange Act with respect to any ML & Co. equity security.

"Mutual Fund Index Deferral Percentage," with respect to any Plan Year, means
the percentage specified by the Participant to be the percentage of each
payment of Fees he or she wishes to defer into a Mutual Fund Index Account
under the Plan during such Plan Year.

"Mutual Fund Index Deferred Amounts" with respect to any Plan Year means the
dollar amounts of Fees actually deferred by the Participant into a Mutual
Fund Index Account under this Plan for such Plan Year.

"Net Asset Value" means, with respect to each Mutual Fund Index Account
Return Option that is a mutual fund or other commingled investment vehicle
for which such values are determined in the normal course of business, the
net asset value, on the date in question, of the Selected Mutual Fund Index
Account Return Option for which the value is to be determined.

"Non-Employee Director" means a Director who is not an employee of the
Company.

"Participant," with respect to any Plan Year, means a Non-Employee Director
who has elected to defer Fees under the Plan for such Plan Year.

"Plan" means this Merrill Lynch & Co., Inc. Fee Deferral Plan for
Non-Employee Directors.

"Plan Year" means any calendar year for which Non-Employee Directors are
offered the opportunity to defer Fees under the Plan.

"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.

"Selected Mutual Fund Index Account Return Option" means a Mutual Fund Index
Account Return Option selected by the Participant in accordance with Section
2.3.

"Tender Offer" shall mean 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.


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ARTICLE II

DEFERRAL ELECTIONS; ACCOUNT(S)

2.1 Deferral Elections.

(a) Timing and Manner of Making of Elections. An election to defer Fees for
payment in accordance with Section 4.1 shall be made by submitting to the
Administrator such forms as the Administrator may prescribe. Each election
submitted must specify a Mutual Fund Index Deferral Percentage and/or a ML
Stock Unit Deferral Percentage, which will be applied to reduce all payments
of Fees during the Plan Year. All elections by a Participant to defer Fees
under the Plan must be received by the Administrator or such person as he or
she may designate for the purpose by the date specified by the Administrator,
which shall be no later than the last Business Day of the Election Year;
provided, however, that any Non-Employee Director who is first nominated for
election to the Board at the Annual Meeting occurring in the Plan Year may
make an election to defer Fees for the Plan Year by submitting the
appropriate forms to the Administrator or his designee no later than ten
business days prior to the date of such Annual Meeting. For the 1997 Plan
Year, Participants who have elected to defer all or a portion of their Fees
will be given the opportunity in the first half of 1997 to elect to have all
or a portion of Fees (other than those indexed to ML Stock) indexed to the
KECALP Return Option.

(b) Irrevocability of Deferral Elections. Except as provided in Section
2.5, an election to defer the receipt of any Fees made under Section 2.1(a)
is irrevocable once submitted to the Administrator or his or her designee.
Furthermore, an election to defer Fees into a Mutual Fund Index Account may
not subsequently be changed to an election to defer Fees into a ML Stock Unit
Account, and an election to defer Fees into a ML Stock Unit Account may not
subsequently be changed to an election to defer Fees into a Mutual Fund Index
Account or a KECALP Unit Account. Participants who elect to defer Fees into a
Mutual Fund Index Account will be given the opportunity in 1997 to elect that
all or a portion of those Fees may be indexed to the KECALP Return Option as
of the closing of Merrill Lynch KECALP L.P. 1997. Once Merrill Lynch KECALP
L.P. 1997 has closed, such election may not be changed.

2.2 Crediting to Accounts.

(a) Mutual Fund Index Deferred Amounts. A Participant's Mutual Fund Index
Deferred Amounts will be credited to the Participant's Mutual Fund Index
Account as a dollar-denominated balance as soon as practicable (but in no
event later than the end of the following month) after the last day of the
Fiscal Month during which such Deferred Amounts would, but for deferral, have
been paid and will be accounted for in accordance with Section 2.3. No
interest will accrue, nor will any adjustment be made to the Account, for the
period until the Deferred Amounts are credited. (Mutual Fund Index Deferred
Amounts may not subsequently be converted to ML Stock Unit Deferred Amounts.
After the closing of Merrill Lynch KECALP L.P. 1997, Mutual Fund Index
Deferred Amounts may not be converted to KECALP Deferred Amounts.

(b) ML Stock Unit Deferred Amounts. A Participant's ML Stock Unit Deferred
Amounts will be converted to ML Stock Units and credited to the Participant's
ML Stock Unit Account as soon as practicable (but in no event later than the
end of the following month) after the last day of the Fiscal Month during
which such Deferred Amounts would, but for deferral, have been paid, and will
be accounted for in accordance with Section 2.4. The number of ML Stock
Units to be credited will be determined by dividing the ML Stock Unit
Deferred Amounts for the relevant calendar month by the

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Daily Market Price per share of Common Stock for the last Business Day in
such calendar month and rounding the result to the nearest 1/100th of an ML
Stock Unit (with .005 being rounded upwards). ML Stock Unit Deferred Amounts
may not subsequently be converted to Mutual Fund Index Deferred Amounts or
KECALP Deferred Amounts.

(c) KECALP Deferred Amounts. In 1997, Participants who have elected to defer
Fees under this Agreement into a Mutual Fund Index Account will be asked if
they wish to elect that all or a portion of such Deferred Amounts be indexed
to the KECALP Return Option. If such election is made, upon the closing of
Merrill Lynch KECALP L.P. 1997 an amount equal to: (i) all or a portion of
such Participant's Mutual Fund Index Account Balance plus (ii) such
Participant's KECALP Prospective Remaining 1997 Deferred Amounts shall be
credited to the Participant's KECALP Unit Account as a dollar-denominated
balance as soon as practicable, provided that, in the event that a
Participant's End of Service Date occurs prior to the end of 1997, the
Participant's KECALP Unit Account Balance shall be restated by the
Administrator to reflect the forfeiture of any KECALP Units attributable to
any KECALP Remaining 1997 Deferred Amounts relating to any full month for
which Fees were not payable to such Participant. KECALP Deferred Amounts
shall be credited to such Participant, accounted for, adjusted and paid out
to Participants in the manner described in the KECALP Deferred Compensation
Plan attached hereto as Annex A, except that: (1) such Participants shall not
be eligible for Leverage under the KECALP Deferred Compensation Plan, and (2)
no Annual Charge shall apply to such Deferred Amounts. Payouts relating to
KECALP Deferred Amounts cannot be made in installments as they are payable
only as distributions become available from Merrill Lynch KECALP L.P. 1997.
KECALP Deferred Amounts may not subsequently be converted to Mutual Fund
Index Deferred Amounts or ML Stock Unit Deferred Amounts, except that, when
distributions occur under Merrill Lynch KECALP L.P. 1997 that are not by the
terms of a Participant's election immediately payable to such Participant,
such distributions will be paid into and adjusted in accordance with such
Participant's Selected Mutual Fund Index Account Return Options.

2.3 Adjustment of Mutual Fund Index Accounts; Mutual Fund Index Account Return
Options.

(a) Selection of Mutual Fund Index Account Return Options. Coincident with
the Participant's election to defer Fees into a Mutual Fund Index Account,
the Participant must select one or more Mutual Fund Index Account Return
Options and the percentage of the Participant's Mutual Fund Index Account to
be adjusted to reflect the performance of each Selected Mutual Fund Index
Account Return Option. A Participant may, by complying with such procedures
as the Administrator may prescribe, including procedures specifying the
frequency with respect to which such changes may be effected (but not more
than twelve times in any calendar year), change the Selected Mutual Fund
Index Account Return Options to be applicable with respect to his or her
Mutual Fund Index Account.

(b) Adjustment of Mutual Fund Index Accounts. While a Participant's Mutual
Fund Index Account does not represent the Participant's ownership of, or any
ownership interest in, any particular assets, the Mutual Fund Index Account
shall be adjusted to reflect the investment experience of the Participant's
Selected Mutual Fund Index Account Return Options in the same manner as if
investments in accordance with the Participant's elections had actually been
made through the ML Benefit Services Platform and ML II Core Recordkeeping
System, or any successor system used for keeping records of Participants'
Mutual Fund Index Accounts (the "ML II System"). In adjusting Mutual Fund
Index Accounts, the timing of receipt of Participant instructions by the ML
II System shall control the timing and pricing of the notional investments in
the Participant's Selected Mutual Fund Index Account Return Options in
accordance with the rules of operation of the ML II System and its
requirements for placing corresponding investment orders, as if orders to
make


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corresponding investments were actually to be made, except that in connection
with the crediting of Mutual Fund Index Deferred Amounts to the Participant's
Mutual Fund Index Account and distributions from the Mutual Fund Index
Account, deferral allocation instructions shall be treated as if received by
the ML II System prior to the close of transactions through the ML II System
on the relevant day. Each Selected Mutual Fund Index Account Return Option
shall be valued using the Net Asset Value of the Selected Mutual Fund Index
Account Return Option as of the relevant day, provided, that, in valuing a
Selected Mutual Fund Index Account Return Option for which a Net Asset Value
is not computed, the value of the security involved for determining
Participants' rights under the Plan shall be the price reported for actual
transactions in that security through the ML II System on the relevant day,
without giving effect to any transaction charges or costs associated with
such transactions, provided, further, that, if there are no such transactions
effected through the ML II System on the relevant day, the value of the
security shall be:

(i) if the security is listed for trading on one or more national securities
exchanges, the average of the high and low sale prices for that day on the
principal exchange for such security, or if such security is not traded on
such principal exchange on that day, the average of the high and low sales
prices on such exchange on the first day prior thereto on which such security
was so traded;

(ii) if the security is not listed for trading on a national securities
exchange but is traded in the over-the-counter market, the average of the
highest and lowest bid prices for such security on the relevant day; or

(iii) if neither clause (i) nor (ii) applies, the value determined by the
Administrator by whatever means he or she considers appropriate in his or her
sole discretion.

2.4 Adjustment of ML Stock Unit Accounts.

(a) Dividend Equivalents. Whenever a cash dividend is paid on a share of
Common Stock, a Participant's ML Stock Unit Account will be adjusted by
adding to the ML Stock Unit Account the number of ML Stock Units determined
by multiplying the per share amount of the cash dividend by the ML Stock Unit
Account Balance 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 Group Employee Services, 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 ML Stock Unit (with .005 being rounded
upwards); provided that, if the Participant's ML Stock Unit Account Balance
is fully distributed (i.e., 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, the Participant will be paid the amount of cash
determined by multiplying the per share amount of the cash dividend by the ML
Stock Unit Account Balance on the record date for the cash dividend and
rounding the result to the nearest whole cent, at the same time and in the
same manner 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 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 ML Stock Unit Accounts, if any, as shall be necessary to maintain the

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proportionate interest of the Participants and to preserve, without
increasing, the value of their ML Stock Unit Account Balances. 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.

2.5 Rescission of Mutual Fund Index Deferral Elections.

(a) Adverse Tax Determination. Notwithstanding the provisions of Section
2.1(b), an election to defer Fees into a Mutual Fund Index Account 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 (i) hereof that he or she finds persuasive, to rescind
the election. Upon such rescission, the Mutual Fund Index Account Balance
will be paid to the Participant as soon as practicable, and no additional
amounts will be deferred into the Participant's Mutual Fund Index Account
pursuant to this Plan.

(b) Rescission For Amounts Not Yet Earned. Upon the Participant's written
request, the Administrator may in his or her sole discretion terminate any
election to defer Fees into a Mutual Fund Index Account made hereunder with
respect to Fees not yet earned and no further amounts will be deferred into
the Participant's Mutual Fund Index Account. Fees previously deferred into
the Mutual Fund Index Account will continue to be governed by the terms of
this Plan.

(c) No Rescission of ML Stock Unit or KECALP Deferral Elections. No
rescission of an election to defer Fees into an ML Stock Unit Account or a
KECALP Unit Account shall be permitted under the Plan.


ARTICLE III

STATUS OF ACCOUNT(S)

3.1 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(s) 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.


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3.2 Non-Assignability.

The Participant's right or the right of any other person to the Account
Balance(s) 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; provided, however, that the specified portion of
the Participant's Account(s) will be paid to the Participant's spouse or
former spouse to the extent directed by a valid court order entered in a
domestic relations proceeding involving the Participant's divorce or legal
separation.

3.3 Effect of Deferral on Benefits Under Pension and Welfare Benefit Plans.

The effect of deferral 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 IV

PAYMENT OF ACCOUNT(S)

4.1 Payment.

(a) Regular Payment Election. A Participant's Account Balance(s) (other
than a KECALP Unit Account Balance) will be paid in cash by ML & Co., as
elected by the Participant at the time of his or her 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 not less than seven
months after the end of the Plan Year, or (iii) in any month in the calendar
year following the Participant's End of Service Date. The amount of each
annual installment payment, if applicable, shall be determined by multiplying
the Account Balance(s) 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).

(b) Modified Installment Payments. In lieu of one of the regular payment
elections provided for in Section 4.1(a), a Participant may elect to receive
the Account Balance(s) (other than a KECALP Unit Account Balance) in at least
11 but no more than 15 annual installment payments ("modified installment
payments"), such modified installment payments to commence on the last
business day in March in the year following the Participant's Retirement or
death (the "Initial Payment Date"). The modified installment payments shall
be computed in accordance with the last sentence of Section 4.1(a) and will
in all other respects be treated like regular installment payments under the
Plan. By electing modified installment payments, the Participant agrees that
at any time prior to the last day of February immediately preceding a
Participant's Initial Payment Date (the "Determination Date"), ML & Co. shall
have the right, without the consent of the Participant or any beneficiary, to
change the Participant's method of payment to 11 annuitized payments
("annuitized payments"), in the event that the Administrator, in his sole
discretion, determines that such a change is necessary or appropriate in
order to preserve the intended state tax benefits of the modified installment
payments to the Participant or any beneficiary. In the event that the
Administrator determines that annuitized payments shall be made, the amount
of the annuitized payments will be determined by applying the Discount Rate,
as defined below, to the Account Balance as of the Determination Date to
create a stream of 11 equal annual payments. If annuitized payments are to be
made, then the Account Balance shall cease to be adjusted pursuant to
Sections 2.3 and 2.4 as

9


of the Determination Date and the Company's only obligation to the
Participant shall be to make the annuitized payments when due. As used
herein, Discount Rate shall mean ML & Co.'s then-applicable cost of borrowing
and is defined as the sum of: (i) the annual yield on the then-current 5-year
U.S. Treasury Note, and (ii) a spread (which will not be less than 0.10%)
indicative of ML & Co.'s borrowing cost for transactions of similar structure
and average maturity to the annuity, as determined by ML & Co.

(c) Payment of ML Stock Units. ML Stock Units will be paid only in cash.
The amount of any payment of ML Stock Units (whether pursuant to the
Participant's election or otherwise pursuant to the Plan) will be determined
by multiplying the number of ML Stock Units to be paid by the Current Market
Value per share of Common Stock for the last day of the month immediately
preceding the month in which the payment is to be made and rounding the
result to the nearest whole cent.

(d) Payment of Amounts Indexed to KECALP Return Option. Notwithstanding any
elections made under this Plan, KECALP Deferred Amounts cannot be paid in
installments as they are payable only as distributions become available from
Merrill Lynch KECALP L.P. 1997. Participants electing the KECALP Return
Option in 1997 will be asked at the time such election is made to make
elections concerning the timing of their payouts that are in accordance with
the KECALP Deferred Compensation Plan.

(e) Death Prior to Payment. If the Participant dies prior to payment, then
the Account Balance(s) (other than a KECALP Unit 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 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
4.1(a), the applicable portion of the Account Balance will be paid in a
single payment to such beneficiary notwithstanding any election of
installment payments, and (ii) if the Participant has elected modified
installment payments pursuant to Section 4.1(b), the applicable portion of
the Account Balance will continue to be payable as modified installment
payments or annuitized payments, as the case may be, 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).

(f) Discretion to Alter Payment Date for Mutual Fund Index Account Balance.
Notwithstanding the other provisions of this Section 4.1, if the Participant
ceases to be a Director for any reason, the Administrator may, in his or her
sole discretion, direct that any Mutual Fund Index Account Balance 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. This Section 4.1(f)
shall not be applicable to the payment of any ML Stock Unit Account Balance.

4.2 Change in Control.

(a) Payment of Mutual Fund Index 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, any
Mutual Fund Index Account Balance will be paid to the Participant in a lump

10



sum as soon as practicable 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) ML Stock Unit Account Balance Unaffected. The occurrence of an event
specified in Section 4.2(a)(i) or (ii) hereof shall have no effect on the
timing of payment or the obligation of ML & Co. to pay a Participant's ML
Stock Unit Account Balance, which shall continue to be governed by Section
4.1 hereof.

4.3 Withholding of Taxes.

ML & Co. will deduct or withhold 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.

4.4 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 to receive payments in the event of the
Participant's death. The Participant may also designate a contingent
beneficiary to receive payments in accordance with this 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(s) 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 modified installment payments
or annuitized payments pursuant to Section 4.1(b), the applicable portion of
the Account Balance will continue to be paid as modified installment payments
or annuitized payments, as the case may be, but only to a single person
consisting of the
11


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).

ARTICLE V

ADMINISTRATION OF THE PLAN

5.1 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.

5.2 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 Balance(s) 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.

5.3 Corporate Books and Records Controlling.

The books and records of the Company will be controlling in the event a
question arises hereunder concerning the amount of the Deferred Amounts, the
Account Balance(s), the designation of a beneficiary, or any other matters.


ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1 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.

6.2 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.


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6.3 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.

6.4 Amendment and Termination.

The Executive Committee or the Board of Directors may amend or terminate this
Plan at any time, provided that no amendment or termination may be made that
adversely affect the right of a Participant to his or her Account Balance(s)
as of the date of such amendment or termination.


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