Merrill CEO's package may top $200 mln

By Tim McLaughlin

NEW YORK (Reuters) - If Merrill Lynch & Co Inc MER.N ousts Chief Executive Stan O'Neal, his company holdings, retirement benefits and severance package would easily top $200 million, U.S. regulatory filings show.

In the absence of a takeover, Merrill Lynch says it does not have severance agreements with senior executives. For O'Neal, any severance package would come at the discretion of the board's compensation committee, which includes two directors who have been strong allies.

The chairman of Merrill's five-member compensation committee is Chubb Corp (CB.N) CEO John Finnegan, a former O'Neal colleague from their days at General Motors.

Alberto Cribiore, founder of private-equity firm Brera Capital Partners, also is on the committee and has been a strong supporter of O'Neal, according to people familiar with their relationship.

O'Neal's tenure is at risk because of an $8.4 billion write-down in the third quarter, mostly because of bad bets on securities tied to risky subprime loans. As a result, O'Neal presided over the biggest quarterly loss in the company's 93-year history.

"Even if he's pushed out, the board will feel that some kind of severance would be in order," said compensation expert Arthur Kroll, chief executive of KST Consulting Group.

"There are certain things that the company will want from him in return," Kroll said. "They like to have these things done in an orderly fashion, with joint announcements and no one suing one another."

Even without a severance package, O'Neal has amassed a large sum in the form of common stock, stock options, restricted stock, incentive-based pay, pension benefits and deferred compensation, regulatory filings show.

O'Neal's stock holdings alone total about $90 million. His unexercised stock options are worth about $39.3 million and unvested restricted stock is worth about $76 million, the filings show.

Once a top executive leaves a company, vesting is typically accelerated, giving the executive ownership of the shares.

"I have the same beef with Merrill that I have with most investment banks, which is that CEOs receive bonuses for meeting short-term targets," said Paul Hodgson, a pay expert and senior researcher at corporate watchdog The Corporate Library.

Not included in those figures are unearned shares -- estimated at a maximum value of $33.9 million earlier this year by Merrill -- that have not vested and are pegged to the company's return on equity, regulatory filings show. With Merrill losing $2.3 billion in the third quarter, the value of those incentive-based shares could be hurt.

In addition, the value of O'Neal's pension benefits for 20 years of service were estimated at $12 million to $24.8 million, depending on his retirement age. He also had nearly $5 million in a deferred compensation plan at the end of last year, filings show.

(Additional reporting by Joseph Giannone and Martha Graybow in New York)