INCENTIVE COMPENSATION PROGRAMS
Published on March 30, 1994
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.