STRYPES AGREEMENT

EXHIBIT 10

5/8/96 DRAFT



STRYPES AGREEMENT
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THIS AGREEMENT is made as of this ___ day of May, 1996 between MERRILL
LYNCH CAPITAL SERVICES, INC. ("MLCS"), a Delaware corporation and wholly-owned
subsidiary of MERRILL LYNCH & CO., INC., a Delaware corporation ("ML & Co."), ML
& Co. and COX ENTERPRISES, INC., a Delaware corporation ("CEI").

WHEREAS, ML & Co. has filed with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-3 (File No. 33-65135) and Post-
Effective Amendment No. 1 thereto contemplating the offering of up to _______ of
its Structured Yield Product Exchangeable for Stock/SM), ____% STRYPES(SM) Due
_____, 1999 (the "STRYPES"), the terms of which require ML & Co. to pay and
discharge the STRYPES on _____, 1999 (the "Maturity Date") by delivering to the
holders thereof a specified number of shares of Class A Common Stock, par value
$1.00 per share (the "Cox Common Stock"), of Cox Communications, Inc., a
Delaware corporation ("Cox"), or, at ML & Co.'s option, cash with an equal
value. The terms of the STRYPES permit ML & Co., from and after a Tax Event
Date, to redeem the STRYPES, in whole but not in part, at the Tax Event
Redemption Price (as such terms are defined in the Supplemental Indenture
referred to below), consisting of a specified number of shares of Cox Common
Stock and an amount of cash determined as set forth in the Supplemental
Indenture (such amount of cash payable upon redemption being hereinafter
referred to as the "Redemption Cash Component").

WHEREAS, ML & Co. has agreed, pursuant to an underwriting agreement dated
the date hereof (the "Underwriting Agreement") among ML & Co., CEI and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriter"), to issue and sell to the Underwriter an aggregate of _____
STRYPES (the "Initial STRYPES") and, at the Underwriter's option, all or any
part of ______ additional STRYPES (the "Option STRYPES") to cover over-
allotments, if any.

WHEREAS, the STRYPES are to be issued under an indenture, dated as of April
1, 1983 and restated as of April 1, 1987 (as amended and supplemented, the
"Principal Indenture"), between ML & Co. and Chemical Bank (successor by merger
to Manufacturers Hanover Trust Company), as trustee (the "Trustee"), as further
amended and supplemented by the Eighth Supplemental Indenture, dated as of May
__, 1996 (the "Supplemental Indenture"), between ML & Co. and the Trustee,
relating to the STRYPES. The Principal Indenture, as amended and supplemented
by the Supplemental Indenture, is hereinafter referred to as the "Indenture."

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/SM/ Service mark of Merrill Lynch & Co., Inc.

WHEREAS, in order to obtain the cash and/or shares of Cox Common Stock (or,
in the event there shall occur a Reorganization Event, cash, securities and/or
other property in lieu thereof) required to satisfy its obligations under the
STRYPES, ML & Co. has agreed to purchase from MLCS, and MLCS has agreed to sell
to ML & Co., (i) concurrent with the issuance and sale of the Initial STRYPES,
an obligation of MLCS in the form of Exhibit A hereto, the aggregate principal
amount of which will be equal to the net proceeds to ML & Co. from the sale of
the Initial STRYPES and the payment terms (other than the interest rate) of
which will be identical to the payment terms of the Initial STRYPES (the
"Initial Subsidiary STRYPES") and (ii) concurrent with each issuance and sale of
any Option STRYPES, an additional obligation of MLCS in the form of Exhibit A
hereto, the aggregate principal amount of which will be equal to the net
proceeds to ML & Co. from the sale of such Option STRYPES and the payment terms
(other than the interest rate) of which will be identical to the payment terms
of such Option STRYPES (an "Option Subsidiary STRYPES"); the Initial Subsidiary
STRYPES and each Option Subsidiary STRYPES are hereinafter collectively referred
to as the "Subsidiary STRYPES."

WHEREAS, CEI owns a number of shares of Cox Common Stock in excess of the
maximum number that would be required by MLCS to satisfy its obligations under
the Subsidiary STRYPES.

WHEREAS, in exchange for certain consideration to be paid by MLCS and to be
established hereunder, MLCS and CEI desire to provide for the Periodic Payments
(as defined herein) and for the future acquisition, sale and delivery of that
number of shares of Cox Common Stock (or, in the event there shall occur a
Reorganization Event, cash, securities and/or other property in lieu thereof)
that would be required by MLCS to pay and discharge the Subsidiary STRYPES on
the Maturity Date or redeem the Subsidiary STRYPES on the Redemption Date,
without taking into account any default with respect to the Subsidiary STRYPES
or any acceleration of the maturity of the Subsidiary STRYPES resulting
therefrom (the number of shares of Cox Common Stock (or, in the event there
shall occur a Reorganization Event, such cash, securities and/or other property
in lieu thereof) that would be required to pay and discharge the Subsidiary
STRYPES on the Maturity Date, without taking into account any default with
respect to the Subsidiary STRYPES or any acceleration of the maturity of the
Subsidiary STRYPES resulting therefrom, are hereinafter referred to as the
"Maturity Contract Shares", and the number of shares of Cox Common Stock (or, in
the event there shall occur a Reorganization Event, such cash, securities and/or
other property in lieu thereof) that would be required to redeem the Subsidiary
STRYPES on the Redemption Date, without taking into account any default with
respect to the Subsidiary STRYPES or any acceleration of the maturity of the
Subsidiary STRYPES resulting therefrom are hereinafter referred to as the
"Redemption Contract Shares"; the Maturity Contract Shares and the Redemption
Contract Shares are hereinafter collectively referred to as the "Contract
Shares").

WHEREAS, CEI and MLCS desire that, at the option of CEI, the respective
future acquisition, sale and delivery obligations with respect to the Maturity
Contract Shares can be

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settled entirely, but not less than entirely, through cash settlement in lieu of
delivery of the Maturity Contract Shares.

WHEREAS, CEI has initially placed in escrow, pursuant to an Escrow
Agreement dated as of _________, 1996 (the "Escrow Agreement"), among MLCS, CEI
and _____________, as escrow agent (the "Escrow Agent"), an aggregate of
_________ shares of Cox Common Stock.

WHEREAS, CEI has agreed, pursuant to a Collateral Agreement dated as of
_________, 1996 (the "Collateral Agreement"), among MLCS, CEI and _____________,
as collateral agent (the "Collateral Agent"), under the circumstances set forth
therein, to pledge and grant to MLCS a first priority lien on, and security
interest in, and right to set off against, all of CEI's right, title and
interest in and to the shares of Cox Common Stock (or, in the event there shall
occur a Reorganization Event, cash, securities and/or other property in lieu
thereof) held thereunder.

WHEREAS, CEI and MLCS desire that the voting rights and rights to receive
any dividends or other distributions in respect of the Escrow Shares (as defined
herein) shall remain with CEI unless and until delivery, if any, of such Escrow
Shares to MLCS pursuant to the provisions of this Agreement.

NOW, THEREFORE, in consideration of their mutual covenants herein
contained, the parties hereto, intending to be legally bound, hereby mutually
covenant and agree as follows:

1.

Definitions
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1.1. Definitions. Capitalized words and phrases used herein and not
-----------
otherwise defined shall have the meanings ascribed to them in the Supplemental
Indenture.

2.

Periodic Payments and Future Delivery of Maturity Contract Shares or Cash
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Settlement
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2.1. Periodic Payments; Acquisition, Sale and Delivery. On the basis of
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the representations and warranties herein set forth and subject to the terms and
conditions herein set forth, (i) CEI agrees to make the periodic payments to
MLCS required by Section 2.3 hereof, and (ii) on the Maturity Date Closing (as
defined in Section 2.4 hereof), CEI agrees to sell, assign, transfer, convey and
deliver to MLCS, and MLCS agrees to purchase and acquire from CEI, the Maturity
Contract Shares.

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2.2. Consideration.
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(a) The consideration to be paid by MLCS in exchange for CEI's obligations
hereunder to make the Periodic Payments and to deliver the Contract Shares in
respect of the Initial Subsidiary STRYPES (the "Firm Consideration Amount")
shall be $_______ in cash. Upon the terms and subject to the conditions of this
Agreement, MLCS shall deliver to CEI the Firm Consideration Amount on _____,
1996 (the "Firm Payment Date") at the offices of Brown & Wood, One World Trade
Center, New York, New York 10048, or at such other place as shall be agreed upon
by MLCS and CEI.

(b) ML & Co. shall deliver promptly to MLCS and CEI notice of any exercise
by the Underwriter of its option to purchase any Option STRYPES, stating the
number of Option STRYPES as to which the Underwriter is then exercising the
option and the time and date of payment and delivery for such Option STRYPES
(any such time and date of delivery, a "Date of Delivery"). The consideration
to be paid by MLCS in exchange for CEI's obligations hereunder to make the
Periodic Payments and to deliver the Contract Shares in respect of any Option
Subsidiary STRYPES shall be an amount in cash equal to 100% of the aggregate
principal amount of such Option Subsidiary STRYPES (the "Option Consideration
Amount"). Upon the terms and subject to the conditions of this Agreement, MLCS
shall deliver to CEI the Option Consideration Amount on the related Date of
Delivery at the offices of Brown & Wood, One World Trade Center, New York, New
York 10048, or at such other place as shall be agreed upon by MLCS and CEI.

(c) Payment of the Firm Consideration Amount and the Option Consideration
Amount shall be made by Fedwire transfer of immediately available funds to an
account designated by CEI, or such other form of payment specified by CEI,
against delivery by CEI to the Escrow Agent of the number of shares of Cox
Common Stock (or, in the event there shall occur a Reorganization Event, cash,
securities and/or other property in lieu thereof) necessary to comply with its
obligations under Section 6.1 hereof.

2.3. Periodic Payments. On or prior to _______ a.m., New York City time,
-----------------
on _________, 1996 and on each _______, _________, _________, and __________, to
and including _______. 1999, CEI shall pay to MLCS, by Fedwire transfer of
immediately available funds to an account designated by MLCS, an amount equal to
the total interest payments due on the Subsidiary STRYPES on such dates (each
such payment being hereinafter referred to as a "Periodic Payment").

2.4. Delivery upon Maturity. Consummation of the acquisition, sale and
----------------------
delivery of the Maturity Contract Shares shall take place on a date mutually
agreeable to MLCS and CEI, not later than one (1) Trading Day prior to the
Maturity Date (the "Maturity Date Closing"). Delivery of the certificates
representing the Maturity Contract Shares (unless the Maturity Contract Shares
are represented by one or more global certificates registered in the name of a
depositary or a nominee of a depositary, in which event MLCS's interest in such
Maturity Contract Shares shall be noted in a manner satisfactory to MLCS and its
counsel) shall be made

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at the offices of the MLCS, or at such other place as shall be agreed upon by
MLCS and CEI. Any certificates for the Maturity Contract Shares delivered shall
be registered in MLCS's name (or endorsed in blank or otherwise registered as
requested by MLCS).

2.5. Cash Settlement. Notwithstanding the provisions of Sections 2.1 and
---------------
2.4 hereof, CEI shall have the option, exercisable in its sole discretion, to
require that its obligation contained therein be settled, in whole, through a
cash payment at the Maturity Date Closing in lieu of delivery of the Maturity
Contract Shares. The amount of such cash settlement payment shall be equal to
the value of the Maturity Contract Shares at the Maturity Price (the "Share
Value"). On or prior to the day seven Business Days preceding the Maturity
Date, CEI shall notify MLCS whether it will exercise its option to require cash
settlement pursuant to this Section 2.5.

[2.6. Maturity Date Closing Conditions. Consummation of the acquisition,
--------------------------------
sale and delivery of the Maturity Contract Shares shall be conditioned upon MLCS
receiving at the Maturity Date Closing a certificate of the Chairman of the
Board, the President, a Vice President, the Treasurer or Controller of CEI,
dated as of the date of the applicable Closing, to the effect that the Maturity
Contract Shares so delivered hereunder may be transferred without further
registration under the Securities Act of 1933 and are free of any transfer
restrictions. If the condition set forth in the preceding sentence shall not be
satisfied, then, notwithstanding the provisions hereof, the respective
obligations contained therein shall be settled, in whole, through a cash payment
at the Maturity Date Closing in lieu of delivery of the Maturity Contract Shares
as provided in Section 2.5.]


3.
Early Satisfaction and Discharge
--------------------------------

3.1. Early Satisfaction and Discharge. Except as provided in Section 7.1
--------------------------------
hereof, CEI shall have the option, exercisable at any time from and after the
Tax Event Date, to require that the parties satisfy and discharge their
respective obligations hereunder, on a date fixed by CEI for early settlement
(the "Early Settlement Date Closing" and, together with the Maturity Date
Closing, a "Closing"), in the following manner:

(i) CEI shall sell, assign, transfer, convey and deliver to MLCS, and MLCS
shall purchase and acquire from CEI, the Redemption Contract Shares; and

(ii) CEI shall deliver to MLCS the Redemption Cash Component.

CEI shall provide notice of its intention to require early satisfaction and
discharge of this Agreement to MLCS and ML & Co. not less than [15] nor more
than [30] calendar days prior to the Early Settlement Date Closing (or at such
other time as shall be acceptable to both MLCS and ML & Co.).

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3.2. Payment and Delivery. Consummation of the acquisition, sale and
--------------------
delivery of the Redemption Contract Shares and delivery of the Redemption Cash
Component shall take place at the Early Settlement Date Closing. Payment of the
Redemption Cash Component shall be made by Fedwire transfer of immediately funds
to an account designated by MLCS, or such other form of payment specified by
MLCS. Delivery of the certificates representing the Redemption Contract Shares
(unless the Redemption Contract Shares are represented by one or more global
certificates registered in the name of a depositary or a nominee of a
depositary, in which event MLCS's interest in such Redemption Contract Shares
shall be noted in a manner satisfactory to MLCS and its counsel) shall be made
at the offices of the MLCS, or at such other place as shall be agreed upon by
MLCS and CEI. Any certificates for the Redemption Contract Shares delivered
shall be registered in MLCS's name (or endorsed in blank or otherwise registered
as requested by MLCS).

4.
Representations and Warranties of CEI
-------------------------------------

CEI represents and warrants to MLCS as of the date hereof and as of the
date of each Closing as follows:

(a) CEI has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Delaware and has corporate power
and authority to enter into and perform its obligations under this Agreement.

(b) This Agreement has been duly authorized, executed and delivered by CEI
and (assuming the due authorization, execution and delivery by MLCS and ML &
Co.) constitutes a valid and binding agreement of CEI, enforceable against CEI
in accordance with its terms, except as the enforcement hereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement hereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).

(c) (i) At the date hereof, CEI is the sole registered owner of and has
all rights in and to at least ____________ shares of Cox Common Stock, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; and (ii) to the extent CEI elects to deliver the Contract Shares at
Closing, upon delivery of such Contract Shares against payment therefor pursuant
to this Agreement, MLCS will be the sole registered owner of such Contract
Shares and, assuming MLCS purchased for value in good faith and without notice
of any adverse claim, MLCS will have acquired all rights in and to such Contract
Shares, free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or equity.

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(d) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency is necessary or required for the execution, delivery or performance by
CEI of this Agreement or the consummation by CEI of the transactions
contemplated herein, except such as have been already obtained or as may be
required under the Securities Act of 1933 or the rules and regulations
promulgated thereunder or state securities laws; and CEI has full right, power
and authority to enter into this Agreement and to sell, assign, transfer and
deliver the Contract Shares pursuant to this Agreement.

(e) The execution, delivery and performance by CEI of this Agreement and
the consummation by CEI of the transactions contemplated herein and compliance
by CEI with its obligations hereunder do not and will not, whether with or
without the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of CEI
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or any other agreement or instrument to which CEI is a
party or by which CEI is bound, or to which any of the property or assets of CEI
is subject (except for such conflicts, breaches or defaults or liens, charges or
encumbrances that would not, singly or in the aggregate, materially and
adversely affect the ability of CEI to perform its obligations under this
Agreement), nor will such action result in any violation of the provisions of
the charter or by-laws of CEI, or any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over CEI or any of its assets,
properties or operations (except for violations that would not, singly or in the
aggregate, materially and adversely affect the ability of CEI to perform its
obligations under this Agreement).


5.

Representations and Warranties of MLCS
--------------------------------------

MLCS represents and warrants to CEI as of the date hereof and as of the
date of each Closing as follows:

(a) MLCS has been duly organized and is validly existing as a corporation
in good standing under the laws of the State of Delaware and has corporate power
and authority to enter into and perform its obligations under this Agreement.

(b) This Agreement has been duly authorized, executed and delivered by MLCS
and (assuming the due authorization, execution and delivery by CEI) constitutes
a valid and binding agreement of MLCS, enforceable against MLCS in accordance
with its terms, except as the enforcement hereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement hereof is subject to
general

7

principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).

(c) No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency is necessary or required for the execution, delivery or performance by
MLCS of this Agreement or the consummation by MLCS of the transactions
contemplated herein, except such as have been already obtained or as may be
required under the Securities Act of 1933 or the rules and regulations
promulgated thereunder or state securities laws; and MLCS has full right, power
and authority to enter into this Agreement and to purchase the Contract Shares
pursuant to this Agreement.

(d) The execution, delivery and performance by MLCS of this Agreement and
the consummation by MLCS of the transactions contemplated herein and compliance
by MLCS with its obligations hereunder do not and will not, whether with or
without the giving of notice or passage of time or both, conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of
MLCS pursuant to, any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, lease or any other agreement or instrument to which MLCS
is a party or by which MLCS is bound, or to which any of the property or assets
of MLCS is subject (except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not, singly or in the aggregate, materially
and adversely affect the ability of MLCS to perform its obligations under this
Agreement), nor will such action result in any violation of the provisions of
the charter or by-laws of MLCS, or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over MLCS or
any of its assets, properties or operations (except for violations that would
not, singly or in the aggregate, materially and adversely affect the ability of
MLCS to perform its obligations under this Agreement).


6.

Covenants
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6.1. Escrow. (a) CEI shall cause to be held, collectively by the Escrow
------
Agent under the Escrow Agreement and the Collateral Agent under the Collateral
Agreement:

(i) an aggregate number of shares of Cox Common Stock (or, in the
event there shall occur a Reorganization Event, cash, securities and/or
other property in lieu thereof) equal to the maximum number of shares of
Cox Common Stock (or, in the event there shall occur a Reorganization
Event, cash, securities and/or other property in lieu thereof) that would
be required by MLCS to pay and discharge all Subsidiary STRYPES on the
Maturity Date (the "Maximum Contract Shares"); and

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(ii) an aggregate number of shares of Cox Common Stock (or such other
assets permitted by the Escrow Agreement and the Collateral Agreement) (the
"Periodic Payment Shares" and, together with the Maximum Contract Shares,
the "Escrow Shares") so that the total value thereof, based upon the
Closing Price at the end of each calendar [week] [month], shall be at least
equal to twice the sum of all Periodic Payments due and unpaid and to
become due on and prior to the Maturity Date.

(b) CEI shall cause the Escrow Shares to bear the legends required by the
Escrow Agreement and the Collateral Agreement, and to cause the required orders
to be given to the Transfer Agent for the Cox Common Stock in order to restrict
the transfer thereof.

6.2. Collateral. If at any time after the date hereof (i) the credit
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rating assigned by Moody's Investor Services, Inc. ("Moody's") to the long-term
senior unsecured debt of CEI ("Senior Debt") shall be lowered by Moody's or (ii)
the credit rating assigned by Standard & Poor's Ratings Services, a division of
McGraw Hill, Inc. ("S&P"), to the Senior Debt shall be lowered by S&P, then CEI
shall deliver, or cause to be delivered by the Escrow Agent, to the Collateral
Agent to be held as collateral pursuant to the Collateral Agreement, a number of
Escrow Shares so that, immediately after such delivery, the total number of
Escrow Shares held as collateral pursuant to the terms of the Collateral
Agreement is equal to the sum of (x) the Applicable Percentage of the Periodic
Payment Shares and (y) the Applicable Percentage of the Maximum Contract Shares.
Each Applicable Percentage shall be determined based upon the lower of the
credit ratings assigned to the Senior Debt by Moody's and S&P (or, of only one
of Moody's or S&P has assigned a rating to the Senior Debt, such rating) or a
substitute rating agency or agencies as follows: