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                                                                   EXHIBIT 10.28

       The Merrill Lynch Special Nonqualified Deferred Compensation Plan


ARTICLE 1 - INTRODUCTION

1.1  PURPOSE OF PLAN

The Employer has adopted the Plan set forth herein to provide a means by which
certain employees may elect to defer receipt of designated percentages or
amounts of their Compensation and to provide a means for certain other deferrals
of Compensation.

1.2  STATUS OF PLAN

The Plan is intended to be "a plan that is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act
of 1974 ("ERISA"), and shall be interpreted and administered to the extent
possible in a manner consistent with that intent.

ARTICLE 2 - DEFINITIONS

Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

2.1  ACCOUNT means, for each Participant, the account established for his or her
benefit under Section 5.1.

2.2  ADOPTION AGREEMENT means the Merrill Lynch Special Nonqualified Deferred
Compensation Plan for Select Employees Adoption Agreement signed by the Employer
to establish the Plan and containing all the options selected by the Employer,
as the same may be amended from time to time.

2.3  CHANGE OF CONTROL means (a) the purchase or other acquisition in one or
more transactions other than from the Employer, by any individual, entity or
group of persons, within the meaning of section 13(d)(3) or 14(d) of the
Securities Exchange Act of 1934 or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934) of 30% or more of either the outstanding shares of common
stock or the combined voting power of the Employer's then outstanding voting
securities entitled to vote generally, or (b) the approval by the stockholders
of the Employer of a reorganization, merger, or consolidation, in each case,
with respect to which persons who were stockholders of the Employer immediately
prior to such reorganization, merger or consolidation do not immediately
thereafter own more than 50% of the combined voting power of the reorganized,
merged or consolidated Employer's then outstanding securities that are

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entitled to vote generally in the election of directors or (c) the sale of
substantially all of the Employer's assets.

2.4   CODE means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section or subsection of the Code includes reference to
any comparable or succeeding provisions of any legislation that amends,
supplements or replaces such section or subsection.

2.5   COMPENSATION has the meaning elected by the Employer in the Adoption
Agreement.

2.6   EFFECTIVE DATE means the date chosen in the Adoption Agreement as of which
the Plan first becomes effective.

2.7   ELECTION FORM means the participation election form as approved and
prescribed by the Plan Administrator.

2.8   ELECTIVE DEFERRAL means the portion of Compensation that is deferred by a
Participant under Section 4.1.

2.9   ELIGIBLE EMPLOYEE means, on the Effective Date or on any Entry Date
thereafter, each employee of the Employer who satisfied the criteria established
in the Adoption Agreement.

2.10  EMPLOYER means the corporation referred to in the Adoption Agreement, any
successor to all or a major portion of the Employer's assets or business that
assumes the obligations of the Employer and each other entity that is affiliated
with the Employer, which adopts the Plan with the consent of the Employer,
provided that the Employer that signs the Adoption Agreement shall have the sole
power to amend this Plan and shall be the Plan Administrator if no other person
or entity is so serving at any time.

2.11  ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any legislation
that amends, supplements or replaces such section or subsection.

2.12  INCENTIVE CONTRIBUTION means a discretionary additional contribution made
by the Employer as described in Section 4.3.

2.13  INSOLVENT means either (i) the Employer is unable to pay its debts as they
become due, or (ii) the Employer is subject to a pending proceeding as a debtor
under the United States Bankruptcy Code.

2.14  MATCHING DEFERRAL means a deferral for the benefit of a Participant as
described in Section 4.2.

2.15  PARTICIPANT means any individual who participates in the Plan in
accordance with Article 3.

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2.16  PLAN means the Employer's plan in the form of the Merrill Lynch Special
Non-qualified Deferred Compensation Plan for Select Employees and the Adoption
Agreement and all amendments thereto.

2.17  PLAN ADMINISTRATOR means the person, persons or entity designated by the
Employer in the Adoption Agreement to administer the Plan and to serve as the
agent for "Company" with respect to the Trust as contemplated by the agreement
establishing the Trust. If no such person or entity is so serving at any time,
the Employer shall be the Plan Administrator.

2.18  PLAN YEAR means the 12-month period chosen in the Adoption Agreement.

2.19  TOTAL AND PERMANENT DISABILITY means the inability of a Participant to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months, and the permanence and degree of which shall be
supported by medical evidence satisfactory to the Plan Administrator.

2.20  TRUST means the trust established by the Employer that identifies the Plan
as a plan with respect to which assets are to be held by the Trustee.

2.21  TRUSTEE means the trustee or trustees under the Trust.

2.22  YEAR OF SERVICE means the computation period and service requirement
elected in the Adoption Agreement.

ARTICLE 3 -- PARTICIPATION

3.1   COMMENCEMENT OF PARTICIPATION

Any individual who elects to defer part of his or her Compensation in accordance
with Section 4.1 shall become a Participant in the Plan as of the date such
deferrals commence in accordance with Section 4.1.  Any individual who is not
already a Participant and whose Account is credited with an Incentive
Contribution shall become a Participant as of the date such amount is credited.

3.2   CONTINUED PARTICIPATION

A Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.

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ARTICLE 4 - ELECTIVE AND MATCHING DEFERRALS

4.1  ELECTIVE DEFERRALS

An individual who is an Eligible Employee on the Effective Date may, by
completing an Election Form and filing it with the Plan Administrator within 30
days following the Effective Date, elect to defer a percentage or dollar amount
of one or more payments of Compensation, on such terms as the Plan Administrator
may permit, which are payable to the Participant after the date on which the
individual files the Election Form.  Any individual who becomes an Eligible
Employee after the Effective Date may, by completing an Election Form and filing
it with the Plan Administrator within 30 days following the date on which the
Plan Administrator gives such individual written notice that the individual is
an Eligible Employee, elect to defer a percentage or dollar amount of one or
more payments of Compensation, on such terms as the Plan Administrator may
permit, which are payable to the Participant after the date on which the
individual files the Election Form.  Any Eligible Employee who has not otherwise
initially elected to defer Compensation in accordance with this paragraph 4.1
may elect to defer a percentage or dollar amount of one or more payments of
Compensation, on such terms as the Plan Administrator may permit, commencing
with Compensation paid in the next succeeding Plan Year, by completing an
Election Form prior to the first day of such succeeding Plan Year.  In addition,
a Participant may defer all or part of the amount of any elective deferral or
matching contribution made on his or her behalf to the Employer's 401(k) plan
for the prior Plan Year but treated as an excess deferral, an excess
contribution or otherwise limited by the application of the limitations of
sections 401(k), 401(m), 415 or 402(q) of the Code, so long as the Participant
so indicates on an Election Form.  A Participant's Compensation shall be reduced
in accordance with the Participant's election hereunder and amounts deferred
hereunder shall be paid by the Employer to the Trust as soon as administratively
feasible and credited to the Participant's Account as of the date the amounts
are received by the Trustee.

An election to defer a percentage or dollar amount of Compensation for any Plan
Year shall apply for subsequent Plan Years unless changed or revoked.  A
Participant may change or revoke his or her deferral election as of the first
day of any Plan Year by giving written notice to the Plan Administrator before
such first day (or any such earlier date as the Plan Administrator may
prescribe).

4.2  MATCHING DEFERRALS

After each payroll period, monthly, quarterly, or annually, at the Employer's
discretion, the Employer shall contribute to the Trust Matching Deferrals equal
to the rate of Matching Contribution selected by the Employer and multiplied by
the amount of the Elective Deferrals credited to the Participants' Accounts for
such period under Section 4.1.  Each Matching Deferral will be credited, as of
the later of the date it is received by the Trustee or the date the Trustee
receives from the Plan Administrator such instructions as the Trustee may
reasonably require to allocate the amount received among the asset accounts
maintained by the Trustee, to the Participants' Accounts pro rata in accordance
with the amount of Elective Deferrals of each Participant, which are taken into
account in calculating the Matching Deferral.

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4.3  INCENTIVE CONTRIBUTIONS

In addition to other contributions provided for under the Plan, the Employer
may, in its sole discretion, select one or more Eligible Employees to receive an
Incentive Contribution to his or her Account on such terms as the Employer shall
specify at the time it makes the contribution.  For example, the Employer may
contribute an amount to a Participant's Account and condition the payment of
that amount and accrued earnings thereon upon the Participant remaining employed
by the Employer for an additional specified period of time.  The terms specified
by the Employer shall supersede any other provision of this Plan as regards
Incentive Contributions and earnings with respect thereto, provided that if the
Employer does not specify a method of distribution, the Incentive Contribution
shall be distributed in a manner consistent with the election last made by the
particular Participant prior to the year in which the Incentive Contribution is
made.  The Employer, in its discretion, may permit the Participant to designate
a distribution schedule for a particular Incentive Contribution provided that
such designation is made prior to the time that the Employer finally determines
that the Participant will receive the Incentive Contribution.

ARTICLE 5 - ACCOUNTS

5.1  ACCOUNTS

The Plan Administrator shall establish an Account for each Participant
reflecting Elective Deferrals, Matching Deferrals and Incentive Contributions
made for the Participant's benefit together with any adjustments for income,
gain or loss and any payments from the Account.  The Plan Administrator may
cause the Trustee to maintain and invest separate asset accounts corresponding
to each Participant's Account.  The Plan Administrator shall establish sub-
accounts for each Participant that has more than one election in effect under
Section 7.1 and such other sub-accounts as are necessary for the proper
administration of the Plan.  As of the last business day of each calendar
quarter, the Plan Administrator shall provide the Participant with a statement
of his or her Account reflecting the income, gains and losses (realized and
unrealized), amounts of deferrals, and distributions of such Account since the
prior statement.

5.2  INVESTMENTS

The assets of the Trust shall be invested in such investments as the Trustee
shall determine.  The Trustee may (but is not required to) consider the
Employer's or a Participant's investment preferences when investing the assets
attributable to a Participant's Account.

ARTICLE 6 - VESTING

6.1  GENERAL

A Participant shall be immediately vested in, i.e., shall have a nonforfeitable
right to, all Elective Deferrals, and all income and gain attributable thereto,
credited to his or her Account.  

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A Participant shall become vested in the portion of his or her Account
attributable to Matching Deferrals and income and gain attributable thereto in
accordance with the schedule selected by the Employer in the Adoption Agreement,
subject to earlier vesting in accordance with Sections 6.3, 6.4 and 6.5.

6.2  VESTING SERVICE

For purposes of applying the vesting schedule in the Adoption Agreement, a
Participant shall be considered to have completed a Year of Service for each
complete year of full-time service with the Employer or an Affiliate, measured
from the Participant's first date of such employment, unless the Employer also
maintains a 401(k) plan that is qualified under section 401(a) of the Internal
Revenue Code in which the Participant participates, in which case the rules
governing vesting service under that plan shall also be controlling under this
Plan.

6.3  CHANGE OF CONTROL

A Participant shall become fully vested in his or her Account immediately prior
to a Change of Control of the Employer.

6.4  DEATH OR DISABILITY

A Participant shall become fully vested in his or her Account immediately prior
to termination of the Participant's employment by reason of the Participant's
death or Total and Permanent Disability.  Whether a Participant's termination of
employment is by reason of the Participant's Total and Permanent Disability
shall be determined by the Plan Administrator in its sole discretion.

6.5  INSOLVENCY

A Participant shall become fully vested in his or her Account immediately prior
to the Employer becoming Insolvent, in which case the Participant will have the
same rights as a general creditor of the Employer with respect to his or her
Account balance.

ARTICLE 7 - PAYMENTS

7.1  ELECTION AS TO TIME AND FORM OF PAYMENT

A Participant shall elect (on the Election Form used to elect to defer
Compensation under Section 4.1) the date at which the Elective Deferrals and
vested Matching Deferrals (including any earnings attributable thereto) will
commence to be paid to the Participant.  The Participant shall also elect
thereon for payments to be paid in either:

a.   a single lump-sum payment;

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b.   a series of substantially equal periodic payments (not less frequently than
     annually) over a period elected by the Participant not to exceed the life
     expectancy of the Participant (or the joint life expectancies of the
     Participant and the designated beneficiary of the Participant);

c.   payments equal to the amounts paid under an annuity chosen by the
     Participant that is acceptable to the Trustee;

d.   annual installments over a period elected by the Participant, the amount of
     each installment to equal the balance of his or her Account immediately
     prior to the installment divided by the number of installments remaining to
     be paid.

Each such election will be effective for the Plan Year for which it is made and
succeeding Plan Years, unless changed by the Participant.  Any change will be
effective only for Elective Deferrals and Matching Deferrals made for the first
Plan Year beginning after the date on which the Election Form containing the
change is filed with the Plan Administrator.  Except as provided in Sections
7.2, 7.3, 7.4 or 7.5, payment of a Participant's Account shall be made in
accordance with the Participant's elections under this Section 7.1

7.2  CHANGE IN CONTROL

As soon as possible following a Change of Control of the Employer, each
Participant shall be paid his or her entire Account balance (including any
amount vested pursuant to Section 6.3) in a single lump sum.

7.3  TERMINATION OF EMPLOYMENT

Upon termination of a Participant's employment for any reason other than death
and prior to the attainment of the Retirement Age specified in the Adoption
Agreement, the vested portion of the Participant's Account (including any
portion vested pursuant to Section 6.4 as a consequence of the Participant's
Total and Permanent Disability) shall be paid to the Participant in a single
lump sum as soon as practicable following the date of such termination;
provided, however, that the Plan Administrator, in its sole discretion, may pay
out a Participant's Account balance in annual installments if the Participant's
employment terminates by reason of the Participant's Total and Permanent
Disability.

7.4  DEATH

If a Participant dies prior to the complete distribution of his or her Account,
the balance of the Account shall be paid as soon as practicable to the
Participant's designated beneficiary or beneficiaries, in accordance with the
payment election in effect under Section 7.1 on the date of the Participant's
death.  Alternatively, Participant may elect that the balance of the Account be
paid to the Participant's beneficiary or beneficiaries.

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Any designation of beneficiary and form of payment to such beneficiary shall be
made by the Participant on an Election Form filed with the Plan Administrator
and may be changed by the Participant at any time by filing another Election
Form containing the revised instructions.  If no beneficiary is designated or no
designated beneficiary survives the Participant, payment shall be made to the
Participant's surviving spouse, or, if none, to his or her issue per stirpes, in
a single payment.  If no spouse or issue survives the Participant, payment shall
be made in a single lump sum to the Participant's estate.

7.5  UNFORESEEN EMERGENCY

If a Participant suffers an unforeseen emergency, as defined herein, the Plan
Administrator, in its sole discretion, may pay to the Participant only that
portion, if any, of the vested portion of his or her Account that the Plan
Administrator determines is necessary to satisfy the emergency need, including
any amounts necessary to pay any federal, state or local income taxes reasonably
anticipated to result from the distribution.  A Participant requesting an
emergency payment shall apply for the payment in writing in a form approved by
the Plan Administrator and shall provide such additional information as the Plan
Administrator may require.  For purposes of this paragraph, "unforeseen
emergency" means an immediate and heavy financial need resulting from any of the
following:

a.   expenses that are not covered by insurance and which the Participant or his
     or her spouse or dependent has incurred as a result of, or is required to
     incur in order to receive, medical care;

b.   the need to prevent eviction of a Participant from his or her principal
     residence or foreclosure on the mortgage of the Participant's principal
     residence; or

c.   any other circumstance that is determined by the Plan Administrator in its
     sole discretion to constitute an unforeseen emergency that is not covered
     by insurance and which cannot reasonably be relieved by the liquidation of
     the Participant's assets.

7.6  FORFEITURE OF NON-VESTED AMOUNTS

To the extent that any amounts credited to a Participant's Account are not
vested at the time such amounts are otherwise payable under Sections 7.1 or 7.3,
such amounts shall be forfeited and shall be used to satisfy the Employer's
obligation to make contributions to the Trust under the Plan.

7.7  TAXES

All federal, state or local taxes that the Plan Administrator determines are
required to be withheld from any payments made pursuant to this Article 7 shall
be withheld.

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ARTICLE 8 - PLAN ADMINISTRATOR

8.1  PLAN ADMINISTRATION AND INTERPRETATION

The Plan Administrator shall oversee the administration of the Plan.  The Plan
Administrator shall have complete control and authority to determine the rights
and benefits and all claims, demands and actions arising out of the provisions
of the Plan of any Participant, beneficiary, deceased Participant, or other
person having or claiming to have any interest under the Plan.  The Plan
Administrator shall have the complete discretion to interpret the Plan and to
decide all matters under the Plan.  Such interpretation and decision shall be
final, conclusive and binding on all Participants and any person claiming under
or through any Participant, in the absence of clear and convincing evidence that
the Plan Administrator acted arbitrarily and capriciously.  Any individual(s)
serving as Plan Administrator who is a Participant will not vote or act on any
matter relating solely to himself or herself.  When making a determination or
calculation, the Plan Administrator shall be entitled to rely on information
furnished by a Participant, a beneficiary, the Employer or the Trustee.  The
Plan Administrator shall have the responsibility for complying with any
reporting and disclosure requirements of ERISA.

8.2  POWERS, DUTIES, PROCEDURES, ETC.

The Plan Administrator shall have such powers and duties, may adopt such rules
and tables, may act in accordance with such procedures, may appoint such
officers and agents, may delegate such powers and duties, may receive such
reimbursements and compensation, and shall follow such claims and appeal
procedures with respect to the Plan as it may establish.

8.3  INFORMATION

To enable the Plan Administrator to perform its functions, the Employer shall
supply full and timely information to the Plan Administrator on all matters
relating to the compensation of Participants, their employment, retirement,
death, termination of employment, and such other pertinent facts as the Plan
Administrator may require.

8.4  INDEMNIFICATION OF PLAN ADMINISTRATOR

The Employer agrees to indemnify and to defend to the fullest extent permitted
by law any officer(s) or employee(s) who serve as Plan Administrator (including
any such individual who formerly served as Plan Administrator) against all
liabilities, damages, costs and expenses (including attorneys' fees and amounts
paid in settlement of any claims approved by the Employer) occasioned by any act
or omission to act in connection with the Plan, if such act or omission is in
good faith.

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ARTICLE 9 - AMENDMENT AND TERMINATION

9.1   AMENDMENTS

The Employer shall have the right to amend the Plan from time to time, subject
to Section 9.3, by an instrument in writing that has been executed on the
Employer's behalf by its duly authorized officer.

9.2   TERMINATION OF PLAN

This Plan is strictly a voluntary undertaking on the part of the Employer and
shall not be deemed to constitute a contract between the Employer and any
Eligible Employee (or any other employee) or a consideration for, or an
inducement or condition of employment for, the performance of the services by
any Eligible Employee (or other employee).  The Employer reserves the right to
terminate the Plan at any time, subject to Section 9.3, by an instrument in
writing that has been executed on the Employer's behalf by its duly authorized
officer.  Upon termination, the Employer may (a) elect to continue to maintain
the Trust to pay benefits hereunder as they become due as if the Plan had not
terminated or (b) direct the Trustee to pay promptly to Participants (or their
beneficiaries) the vested balance of their Accounts.  For purposes of the
preceding sentence, in the event the Employer chooses to implement clause (b),
the Account balances of all Participants who are in the employ of the Employer
at the time the Trustee is directed to pay such balances shall become fully
vested and nonforfeitable.  After Participants and their beneficiaries are paid
all Plan benefits to which they are entitled, all remaining assets of the Trust
attributable to Participants who terminated employment with the Employer prior
to termination of the Plan and who were not fully vested in their Accounts under
Article 6 at that time shall be returned to the Employer.

9.3   EXISTING RIGHTS

No amendment or termination of the Plan shall adversely affect the rights of any
Participant with respect to amounts that have been credited to his or her
Account prior to the date of such amendment or termination.

ARTICLE 10 - MISCELLANEOUS

10.1  NO FUNDING

The Plan constitutes a mere promise by the Employer to make payments in
accordance with the terms of the Plan and Participants and beneficiaries shall
have the status of general unsecured creditors of the Employer.  Nothing in the
Plan will be construed to give any employee or any other person rights to any
specific assets of the Employer or of any other person.  In all events, it is
the intent of the Employer that the Plan be treated as unfunded for tax purposes
and for purposes of Title 1 of ERISA.

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10.2  NON-ASSIGNABILITY

None of the benefits, payments, proceeds or claims of any Participant or
beneficiary shall be subject to any claim of any creditor of any Participant or
beneficiary and, in particular, the same shall not be subject to attachment or
garnishment or other legal process by any creditor of such Participant or
beneficiary, nor shall any Participant or beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments or proceeds that he or she may expect to receive, contingently or
otherwise, under the Plan.

10.3  LIMITATION OF PARTICIPANTS' RIGHTS

Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Employer, or interfere in any way
with the right of the Employer to terminate the employment of a Participant in
the Plan at any time, with or without cause.

10.4  PARTICIPANTS BOUND

Any action with respect to the Plan taken by the Plan Administrator or the
Employer or the Trustee or any action authorized by or taken at the direction of
the Plan Administrator, the Employer or the Trustee shall be conclusive upon all
Participants and beneficiaries entitled to benefits under the Plan.

10.5  RECEIPT AND RELEASE

Any payment to any Participant or beneficiary in accordance with the provisions
of the Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Employer, the Plan Administrator and the Trustee under the Plan, and
the Plan Administrator may require such Participant or beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect.  If any Participant or beneficiary is determined by the Plan
Administrator to be incompetent by reason of physical or mental disability
(including minority) to give a valid receipt and release, the Plan Administrator
may cause the payment or payments becoming due to such person to be made to
another person for his or her benefit without responsibility on the part of the
Plan Administrator, the Employer or the Trustee to follow the application of
such funds.

10.6  GOVERNING LAW

The Plan shall be construed, administered, and governed in all respects under
and by the laws of the state in which the Employer maintains its primary place
of business.  If any provision shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.

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10.7  HEADINGS AND SUBHEADINGS

Headings and subheadings in this Plan are inserted for convenience only and are
not to be considered in the construction of the provisions hereof.

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