EX-10.3






 




    Exhibit
    10.3




     






    Human
    Resources
    




    4 World
    Financial Center
    




    31st Floor

    




    New
    York, New York 10080
    




     
    



 



    [Date]
    



 



    [Officer]

    Merrill Lynch & Co., Inc.

    4 World Financial Center

    New York, NY 10080



 



    Dear [Officer],



 



    Merrill Lynch & Co., Inc (the
    “Company”) has entered into a Securities
    Purchase Agreement, dated October 26, 2008 (the
    “Participation Agreement”), with the United
    States Department of Treasury (“Treasury”) that
    provides for the Company’s participation in the
    Treasury’s TARP Capital Purchase Program (the
    “CPP”).



 



    For the Company to participate in the CPP and as a condition to
    the closing of the investment contemplated by the Participation
    Agreement, the Company is required to establish specified
    standards for incentive compensation to its senior executive
    officers and to make changes to its compensation arrangements.
    To comply with these requirements, and in consideration of the
    benefits that you will receive as a result of the Company’s
    participation in the CPP, you agree as follows:



 


			
	 	    (1) 
	
    No Golden Parachute Payments.  The Company is
    prohibiting any golden parachute payment to you during any
    “CPP Covered Period”. A “CPP Covered
    Period” is any period during which (A) you are a
    senior executive officer and (B) Treasury holds an equity
    or debt position acquired from the Company in the CPP.

	 
	 	    (2) 
	
    Recovery of Bonus and Incentive
    Compensation.  Any bonus and incentive
    compensation paid to you during a CPP Covered Period is subject
    to recovery or “clawback” by the Company if the
    payments were based on materially inaccurate financial
    statements or any other materially inaccurate performance metric
    criteria.

	 
	 	    (3) 
	
    Compensation Program Amendments.  Each of the
    Company’s compensation, bonus, incentive and other benefit
    plans, arrangements and agreements (including golden parachute,
    severance and employment agreements) (collectively,
    “Benefit Plans”) with respect to you is hereby
    amended to the extent necessary to give effect to provisions
    (1) and (2).




 



    In addition, the Company is required to review its Benefit Plans
    to ensure that they do not encourage senior executive officers
    to take unnecessary and excessive risks that threaten the value
    of the Company. To the extent any such review requires revisions
    to any Benefit Plan with respect to you, you and the Company
    agree to execute such additional documents as the Company deems
    necessary to effect such revisions.



 


			
	 	    (4) 
	
    Definitions and Interpretation.  This letter
    shall be interpreted as follows:




 


			
	 	    • 
	
    “Senior executive officer” means the Company’s
    “senior executive officers” as defined in subsection
    111(b)(3) of EESA.














 





 


			
	 	    • 
	
    “Golden parachute payment” is used with the same
    meaning as in subsection 111(b)(2)(C) of EESA.

	 
	 	    • 
	
    “EESA” means the Emergency Economic Stabilization Act
    of 2008 as implemented by guidance or regulation that has been
    issued and is in effect as of the “Closing Date” as
    defined in the Participation Agreement.

	 
	 	    • 
	
    The term “Company” includes any entities treated as a
    single employer with the Company under 31 C.F.R.
    §30.1(b) (as in effect on the Closing Date). You are also
    delivering a waiver pursuant to the Participation Agreement,
    and, as between the Company and you, the term
    “employer” in that waiver will be deemed to mean the
    Company as used in this letter.

	 
	 	    • 
	
    The term “CPP Covered Period” shall be limited by, and
    interpreted in a manner consistent with, 31 C.F.R.
    §30.11 (as in effect on the Closing Date).

	 
	 	    • 
	
    Provisions (1) and (2) of this letter are intended to,
    and will be interpreted, administered and construed to, comply
    with Section 111 of EESA and, to the maximum extent
    consistent with the preceding, to permit operation of the
    Benefit Plans in accordance with their terms before giving
    effect to this letter.

	 
	 	    • 
	
    This agreement will be governed by New York law.




 




    * * *













 






    The Board appreciates the concessions you are making and looks
    forward to your continued leadership during these financially
    turbulent times.



 



    Very truly yours,



 



    Merrill
    Lynch & Co., Inc.



 



    By:
    ­
    ­




         Name:

         Title:



 



    Intending to be legally bound, I agree

    with and accept the foregoing terms.



 


 






    [Officer]