EX-10.1: FORM OF AGREEMENT

With respect to the unvested Current Employer stock options, granted as a result of the New York Stock Exchange going public on March 8, 2006 and forfeited by you as a result of your commencing employment with the Company (the “Forfeited Options”), you shall be granted Company stock options (the “Replacement Options”) on the Start Date having (i) a strike price per share of Company common stock equal to the mean of the high and low sales prices per Company common share on the Start Date (the “Start Date Price”), (ii) the same vesting schedule and expiration date as the applicable Forfeited Options and (iii) a number of underlying Company common shares determined so that, as of November 30, 2007, the Black-Scholes value of the Replacement Options is equal to the Black-Scholes value of the Forfeited Options. In the event the Company terminates your employment without Cause (as defined below), the Replacement Options shall become fully vested and exercisable. Except as described above, the Replacement Options shall be subject to the terms and conditions set forth in the Company’s form of stock option award agreement for executives previously provided to you, including with respect to vesting and exercisability after termination of employment (including upon death, disability and retirement) and upon a change in control.

With respect to the unvested Current Employer restricted stock units forfeited by you as a result of your commencing employment with the Company (the “Forfeited RSUs”), you shall be granted Company restricted stock shares (the “Replacement RSSs”) on the Start Date having (i) a number of underlying Company common shares determined so that, the aggregate value of the Replacement RSSs is equal to the aggregate value of the Current Employer common shares underlying the Forfeited RSUs (in each case, based on the mean of the high and low sales prices per share of Company and Current Employer common stock in each case on November 30, 2007) and (ii) matching as closely as possible the same vesting schedule as the applicable Forfeited RSUs within the context of the Company plan. In the event the Company terminates your employment without Cause, the Replacement RSSs shall become fully vested. Except as described above, the Replacement RSSs shall be subject to the terms and conditions set forth in the Company’s form of restricted stock unit award agreement for executives previously provided to you, including with respect to vesting after termination of employment (including upon death, disability and retirement) and upon a change in control. The Replacement Options and Replacement RSSs shall be granted under, and subject to the terms and conditions of, the Company’s Long-Term Incentive Compensation Plan for executives, as amended October 27, 2007 (the “Company Stock Plan”), except as described above.

With respect to stock options granted to you during your time as an employee of Archipelago Holdings, Inc., (the “Archipelago Options”) and subsequently converted into NYSE options, for each grant, you shall receive a cash payment based on the difference between the mean of the

high and low sales prices per Current Employer common share on November 30, 2007 less the strike price of the Archipelago Options, multiplied by the number of options granted. The cash payment for the Archipelago Options will be made to you after your first 60 days of employment.

The Sign-on Options shall have a strike price per Company common share equal to the Start Date Price and shall expire on the date that is the tenth anniversary of the Start Date, unless earlier exercised or forfeited. The Sign-on Options shall become vested and exercisable, subject to your continued employment with the Company, at the following times: (i) one-third of the Sign-on Options (“Tranche 1”) shall vest and become exercisable in two equal annual installments on the first two anniversaries of the Start Date, (ii) one-third of the Sign-on Options (“Tranche 2”) shall vest and become exercisable if the average of the Company’s closing common stock prices over any period of 15 consecutive trading days is at least equal to the sum of the Start Date Price plus $20 (the “First Price Target”) and (iii) one-third of the Sign-on Options (“Tranche 3”) shall vest and become exercisable if the average of the Company’s closing common stock prices over any period of 15 consecutive trading days is at least equal to the sum of the Start Date Price plus $40 (the “Second Price Target”). Notwithstanding the foregoing, the Sign-on Options shall not be exercisable, whether or not vested, prior to the second anniversary of the Start Date, except that such restriction shall not apply in the event your employment is terminated by the Company without Cause or your employment terminates because of your death or disability.

This grant of Restricted Shares will be subject to a vesting and restricted period that will commence on the first day of the month that the grant is effective and end on July 31, 2011. This grant will be submitted for approval to the MDCC of the Merrill Lynch & Co. Inc. Board of Directors. The Restricted Shares Grant will be subject to the vesting and other provisions of the applicable Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan for Managers and Producers (“the LTICP”) and grant documents. In the event the MDCC denies the Restricted Shares Grant you will be paid the cash value of the shares as soon as practicable after the MDCC meeting at which the grant was denied.

In the event the Company terminates your employment without Cause, the Sign-on Options and Restricted Shares Grant shall become fully vested

and exercisable. Except as described above, the Sign-on Options and Restricted Shares Grant shall be subject to the terms and conditions set forth in the Company’s form of stock option and restricted stock unit award agreement for executives previously provided to you, including with respect to vesting and exercisability after termination of employment (including upon death, disability and retirement).