Exhibit 10.34


 


 


 


NEW YORK STOCK EXCHANGE,
INC.


CAPITAL ACCUMULATION PLAN


Effective as of January
1, 1998


 


 


 





















 


New York Stock Exchange,
Inc.

Capital Accumulation Plan


The New York Stock
Exchange, Inc. Capital Accumulation Plan, effective as of January 1, 1998, is
intended to provide supplemental retirement benefits to a select group of
management and highly compensated employees of the New York Stock Exchange,
Inc.


1.             DEFINITIONS.  For purposes of this
Plan, the following definitions apply:


(a)           “Accumulation Account”
means the individual account established by the NYSE for a Participant to which
book entry contributions made to the Plan on behalf of a Participant and Earnings
thereon shall be credited.


(b)           “Accumulation Benefits”
means the vested portion of Accumulation Account.


(c)           “Beneficiary”
means the person or persons (if any) designated or deemed designated by the
Participant under the New York Stock Exchange, Inc. Supplemental Executive
Savings Plan (the “SESP”) to receive his benefits under the SESP in the event
of the Participant’s death.  If a Participant
is not a participant under the SESP, the Participant’s Beneficiary shall be,
unless otherwise specified by the Participant in a written election filed with
the Committee upon such form and in such manner as specified by the Committee,
the person or persons (if any) designated or deemed designated by the
Participant under the New York Stock Exchange and Subsidiary Companies Employee
Savings Plan (the “Savings Plan”) to receive his benefits under the Savings
Plan in the event of the Participant’s death. 
If a Participant is not a participant under the SESP or the Savings
Plan, the Participant’s Beneficiary shall be, unless otherwise specified by the
Participant in a written election filed with the Committee upon such form and in
such manner as specified by the Committee, the person or persons (if any)
designated or deemed designated by the Participant under the New York Stock
Exchange, Inc. ICP Award Deferral Plan (the “ICP Plan”) to receive his benefits
under the ICP Plan in the event of the Participant’s death.  If a Participant is not a participant under
the SESP, the Savings Plan, or the ICP Plan, the Participant’s Beneficiary
shall be, unless otherwise specified by the Participant in a written election
filed with the Committee upon such form and in such manner as specified by the
Committee, the Participant’s estate.  In
the event that two (2) or more persons are the Participant’s Beneficiary under
the SESP, the Savings Plan, or the ICP Plan, as applicable, then each such
person shall be entitled to receive payment under this Plan in the same
proportion as the proportion of benefits such person is entitled to receive
under the SESP, the Savings Plan, or the ICP Plan, as applicable.


(d)           “Board” means the
Board of Directors of the NYSE.


(e)           “Code” means the
Internal Revenue Code of 1986, as amended.


(f)            “Committee”
means the Committee of at least two (2) individuals appointed by the Board for
purposes of administering the Plan, or any successor committee.  If a Participant serves on the Committee,
such Participant shall not be authorized to make any determinations or decisions
with respect to his participation hereunder or with respect to payment of Accumulation
Benefits to such Participant hereunder.


 





















 


(g)           “Disability”
means a total and permanent disability, as defined in Section 22(e)(3) of the Code,
as determined by the Human Resources Policy and Compensation Committee of the Board.


(h)           “Earnings”
means, for any Plan Year, earnings on amounts in the Accumulation Account computed
in accordance with Section 4 hereof, and credited as a book entry to the Participant’s
Accumulation Account.


(i)            “ERISA” means
the Employee Retirement Income Security Act of 1974, as amended.


(j)            “ICP” means the
annual incentive compensation plan adopted by the NYSE, effective as of January
1, 1984, as amended from time to time.


(k)           “ICP Award”
means the amount payable (or would have been paid if not for an election made
pursuant to the New York Stock Exchange, Inc. ICP Award Deferral Plan to defer
all or a portion of such amounts) under the ICP to a Participant pursuant to
the terms of ICP.


(l)            “LTIP” means the
NYSE Long Term Incentive Plan, effective as of April 4, 1996, as amended from
time to time.


(m)          “LTIP Award”
means the amount payable under the LTIP to a Participant pursuant to the terms of
the LTIP.


(n)           “NYSE” means the
New York Stock Exchange, Inc. and any successor by merger, consolidation, purchase
or otherwise.


(o)           “Participant”
means each of the employees set forth on Exhibit A hereto and any other employee
who is designated as a Participant in this Plan by the Human Resources Policy
and Compensation Committee of the Board. 
An individual who was designated as a Participant in this Plan and has a
balance in his Accumulation Account but who has incurred a Termination of Employment
or has been designated as ineligible to continue to participate in the Plan
shall not be eligible to have further book entry contributions made to his
Accumulation Account pursuant to Section 5(a) herein.


(p)           “Performance Award”
means the ICP Award and/or the LTIP Award.


(q)           “Plan” means the
New York Stock Exchange, Inc. Capital Accumulation Plan.


(r)           “Plan Year”
means the twelve (12) month period ending December 31.


(s)           “Qualifying Entity”
means the Securities Industry Automation Corporation, the National Securities
Clearing Corporation or The Depository Trust Company, and any of such entities’
subsidiaries designated by the NYSE as a Qualifying Entity.  An entity in which the NYSE possesses an
ownership interest but which does not qualify as a Subsidiary under the Plan
may be designated as a Qualifying Entity by the NYSE for the purpose or
describing the occurrence of a Termination of Employment.


 


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(t)            “Savings Plan”
means the New York Stock Exchange and Subsidiary Companies Employee Savings
Plan, as amended from time to time.


(u)           “Spouse” means a
Participant’s legal spouse at the time of the Participant’s death.


(v)            “Subsidiary”
means any corporation (other than the NYSE and any Qualifying Entity) in an
unbroken chain of corporations beginning with the NYSE if, each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.


(w)           “Termination of Employment”
means termination of employment as an employee of the NYSE, all Subsidiaries,
and all Qualifying Entities for any reason whatsoever, including without
limitation, Disability.  Notwithstanding
the foregoing, a Termination of Employment shall not be deemed to occur if an
employee transfers to, or otherwise immediately commences employment with, a
Qualifying Entity or a Subsidiary until such employee incurs a Termination of
Employment with the NYSE, all Subsidiaries (including, as provided in the next
sentence, any former Subsidiaries) and all Qualifying Entities.  If a Subsidiary of the NYSE ceases to be a Subsidiary
of the NYSE, an employee of such entity will not be deemed to incur a
Termination of Employment solely as a result of such change in status unless
and until the Committee determines, in its sole discretion, that such employee
has incurred a Termination of Employment and when such Termination of
Employment is deemed to have occurred.


2.             CONTRIBUTIONS AND AMOUNT OF ACCUMULATION BENEFITS


(a)           The NYSE shall make a book entry
contribution to the Accumulation Account of each Participant in an amount equal
to:


(i)                                     twenty-five percent (25%) of the total
amount of the Participant’s ICP Award; and


(ii)                                  twenty-five percent (25%) of the total
amount of the Participant’s LTIP Award.


The NYSE shall make such
book entry contribution at such time as the applicable Performance Award is
paid to the Participant.  Notwithstanding
the foregoing, no book entry contribution shall be made to any Accumulation
Account with respect to any Performance Award paid prior to the Effective Date
of the Plan.


(b)           Earnings shall be credited to a
Participant’s Accumulation Account as provided in Section 4 below.


3.             VESTING


(a)           A Participant shall become vested in
his Accumulation Account based on his age while continuously employed by the
NYSE, as follows:


 


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  AGE

  	
   

  	
  % Vested

  	
   

  
	
  Younger than 50

  	
   

  	
  0

  	
  %

  
	
  50 but younger than 51

  	
   

  	
  10

  	
  %

  
	
  51 but younger than 52

  	
   

  	
  20

  	
  %

  
	
  52 but younger than 53

  	
   

  	
  30

  	
  %

  
	
  53 but younger than 54

  	
   

  	
  50

  	
  %

  
	
  54 but younger than 55

  	
   

  	
  70

  	
  %

  
	
  55 and older

  	
   

  	
  100

  	
  %

  



 


(b)           The Human Resources Policy and Compensation
Committee of the Board, in its sole discretion, may vest a Participant in the
Participant’s Accumulation Account with respect to any Participant who incurs a
Termination of Employment at the initiation of the NYSE, as determined in the
sole discretion of the Human Resources Policy and Compensation Committee of the
Board.  Any vesting pursuant to this
paragraph shall only be effective if made in writing.


(c)           Notwithstanding any other provision
to the contrary, if any Participant shall die or incur a Disability while he is
employed by the NYSE, the Participant’s entire interest in his Accumulation Account
shall fully vest.


4.             MEASUREMENT OF EARNINGS


(a)           Earnings on the nonvested portion of a
Participant’s Accumulation Account shall be computed using a rate of eight
percent (8%) per annum.  The Committee
may change the designated measuring alternative at any time as it may
determine, in its sole discretion.  The
Committee shall credit the Earnings computed under this Section 4(a), to the balance
in each Participant’s Accumulation Account as of the last business day of each
calendar month, or such other dates which are selected by the Committee in its
sole discretion.


(b)           The measurement of Earnings on the
vested portion of an Accumulation Account shall be selected by each Participant
in writing, on a form prescribed by the Committee, from among the measuring
alternatives offered by the Committee for the measuring of Earnings.  Each Participant may change the selection of
his measuring alternatives for measuring of Earnings on Accumulation Benefits
as of the beginning of any calendar month (or at such other times and in such
manner as prescribed by the Committee, in its sole discretion), subject to such
notice and other administrative procedures as established by the Committee.  The Committee shall credit the Earnings
computed under this Section, Section 4(b), to the balance in each Participant’s
Accumulation Account as of the last business day of each calendar month, or
such other dates as are selected by the Committee in its sole discretion, at a
rate equal to the performance of the measuring alternatives selected by the
Participant for the calendar month (or such other applicable period) to which
such selection relates.


 


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(c)           The Committee may, in its sole
discretion, establish rules and procedures for the crediting of Earnings
factors and the election of measuring alternatives pursuant to this Section 4.


5.             PAYMENT OF ACCUMULATION BENEFITS


(a)           Within thirty (30) days following the
date an employee is designated as a Participant, he may make an election
regarding the form and timing of his future receipt of Accumulation Benefits
from the Plan, which election shall be deemed to be valid and binding hereunder.
 A Participant may elect to receive his
Accumulation Benefits in the standard lump sum distribution form or in
approximately equal annual installments, over a period as elected by the
Participant but not in excess of ten (10) years, to commence as soon as administratively
feasible following (i) his Termination of Employment (other than by reason of
death) or (ii) the January 1 next following his Termination of Employment, as
elected by the Participant at the time of such initial election.  The Accumulation Account of a Participant who
elects to receive annual installment payments shall continue to be credited
with Earnings until the final installment is paid.  If a Participant does not make an installment
election, Accumulation Benefits shall be paid to him in a single lump sum as
soon as administratively feasible after his Termination of Employment.


(b)           A Participant may make an election or
change his existing election, on a form prescribed by and filed with the
Committee, at any time at least one (1) year prior to his Termination of
Employment, to receive his Accumulation Benefits in a lump sum or in
approximately equal annual installments, over a period as elected by the
Participant but not in excess of ten (10) years, and commencing as soon as
administratively feasible following (i) his Termination of Employment (other
than by reason of death) or (ii) the January 1 next following his Termination
of Employment as the Participant elects.


(c)           If a Participant dies prior to
receiving his total Accumulation Benefits, the unpaid portion of such
Accumulation Benefits shall be paid to the Participant’s Beneficiary in a
single lump sum, as soon as administratively feasible following the Participant’s
death, provided, however, that the Participant shall have the right, in a
writing filed with the Committee, to make elections, prior to his Termination
of Employment, to have all or a portion of such Accumulation Benefits payable
or remaining payable at his death to be paid to his Spouse (i) in approximately
equal annual installments, over a period as elected by the Participant but not
in excess of the lesser of ten (10) years or the remaining installments if the
Participant is already receiving installments, and (ii) to commence as soon as
administratively feasible following (i) his death or (ii) the January 1 next
following his death, as elected by the Participant.  Such elections (or any election to revoke or
change a prior election) must be made and filed with the Committee at least one
year prior to the earlier of the Participant’s death or Termination of
Employment, provided, however, that the initial election of an employee shall
be binding if filed with the Committee prior to the end of the thirty (30) day
period commencing on the date the employee first becomes a Participant.  If the Participant shall not have a Spouse at
the time of his death, the unpaid portion of the Participant’s Accumulation Benefits
shall be paid to the Participant’s Beneficiary in a single lump sum, as soon as
administratively feasible following the Participant’s death.


 


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6.             FORFEITURE


The Human Resources
Policy and Compensation Committee of the Board may forfeit the benefits of a
Participant (or his Beneficiary, if the Participant has died) under the Plan in
the event that the Participant is discharged for willful, deliberate, or gross
misconduct, or if such grounds exist at the time of the Participant’s
Termination of Employment even if such Termination of Employment is for other
reasons.  Such determination, and whether
or not benefits shall be forfeited shall be determined by the Human Resources
Policy and Compensation Committee of the Board in its sole discretion, based on
the relevant facts and circumstances.


7.             CLAIMS PROCEDURE


(a)           The Committee shall be responsible
for determining all claims for benefits under this Plan by the Participants or
their Beneficiaries, in its sole discretion, based on the Plan documents.  Within ninety (90) days after receiving a
claim (or within up to one hundred eighty (180) days, if the claimant is
notified of the need for additional time, including notification of the reason
for the delay), the Committee shall notify the Participant or Beneficiary of
its decision in writing, giving the reasons for its decision if adverse to the
claimant.  If the decision is adverse to
the claimant, the Committee shall advise him of the Plan provisions involved,
of any additional information which he must provide to perfect his claim and
why, and of his right to request a review of the decision.


(b)           A claimant may request a review of an
adverse decision by written request to the Committee made within sixty (60)
days after receipt of the decision.  The
claimant, or his duly authorized representative, may review pertinent documents
and submit written issues and comments.


(c)           Within sixty (60) days after
receiving a request for review (or up to one hundred twenty (120) days after
such receipt if the Participant is notified of the delay and the reasons therefor),
the Committee shall notify the claimant in writing of (i) its decision, (ii)
the reasons therefor, and (iii) the Plan provisions upon which it is based.


(d)           The Committee may at any time alter
the claims procedure set forth above, so long as the revised claims procedure
complies with ERISA, and the regulations issued thereunder.


(e)           The Committee shall have the full
power and authority to interpret, construe and administer this Plan in their
sole discretion based on the provisions of the Plan documents and to decide any
questions and settle all controversies that may arise in connection with the
Plan.  The Committee’s interpretations
and construction thereof, and actions thereunder, made in the sole discretion
of the Committee, including any valuation of the Accumulation Benefits, any
determination under this Section 7, or the amount of the payment to be made hereunder,
shall be based on the Plan documents and shall be final, binding and conclusive
on all persons.  No member of the
Committee shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan.  To the extent that a form prescribed by the
Committee to be used in the operation and administration of the Plan does not


 


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conflict with the terms
and provisions of the Plan document, such form shall be evidence of (i) the
Committee’s interpretation, construction and administration of this Plan and
(ii) decisions or rules made by the Committee pursuant to the authority granted
to the Committee under the Plan.


8.             CONSTRUCTION OF THE PLAN


This Plan is “unfunded”
and Accumulation Benefits payable hereunder shall be paid by the NYSE out of
its general assets.  Participants and
their Beneficiaries shall not have any interest in any specific asset of the
NYSE as a result of this Plan.  Nothing
contained in this Plan and no action taken pursuant to the provisions of this
Plan shall create or be construed to create a trust of any kind, or a fiduciary
relationship between the NYSE, the Committee, and the Participants, their
Beneficiaries or any other person.  Any
funds which may be invested under the provisions of this Plan shall continue
for all purposes to be part of the general funds of the NYSE and no person
other than the NYSE shall by virtue of the provisions of this Plan have any
interest in such funds.  To the extent
that any person acquires a right to receive payments from the NYSE under this
Plan, such right shall be no greater than the right of any unsecured general
creditor of the NYSE.  The NYSE may, in
its sole discretion, establish a “rabbi trust” to pay Accumulation Benefits
hereunder.


9.             LIMITATION OF RIGHTS


Nothing contained herein
shall be construed as conferring upon an employee the right to continue in the
employ of the NYSE as an employee or in any other capacity or to interfere with
the right of the NYSE to discharge him at any time for any reason whatsoever.


10.          PAYMENT NOT SALARY


Any Accumulation Benefits
payable under this Plan or any book entry made to an Accumulation Account shall
not be deemed salary or other compensation to the employee for the purposes of
computing benefits to which he may be entitled under any pension plan or other
arrangement of the NYSE maintained for the benefit of its employees.


11.          SEVERABILITY


In case any provision of
this Plan shall be illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts hereof, but this Plan shall be construed
and enforced as if such illegal and invalid provision never existed.


12.          WITHHOLDING


All payments under this
Plan shall be subject to the withholding of such amounts relating to federal,
state or local taxes as the NYSE may reasonably determine it should withhold
based on applicable law or regulations.


13.          ASSIGNMENT


The Plan shall be binding
upon and inure to the benefit of the NYSE, its successors and assigns and the
Participants and their Beneficiaries, heirs, executors,


 


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administrators and
legal representatives.  In the event that
the NYSE sells or transfers all or substantially all of the assets of its business
or all or substantially all of the assets of a division and, in either event,
the acquiror of such assets assumes the obligations hereunder with regard to a
Participant, the NYSE shall be released from any liability imposed herein and
shall have no obligation to pay or provide any benefits payable hereunder with
regard to such Participant.


14.          NON-ALIENATION OF BENEFITS


The benefits payable
under this Plan shall not be subject to alienation, transfer, assignment, garnishment,
execution or levy of any kind, and any attempt to cause any benefits to be so
subjected shall not be recognized.


15.          GOVERNING LAW


To the extent legally
required, the Code and ERISA shall govern this Plan, and, if any provision
hereof is in violation of any applicable requirement of the Code or ERISA, the
NYSE reserves the right to retroactively amend the Plan to comply therewith.  To the extent not governed by the Code and
ERISA, the Plan shall be governed by the laws of the State of New York, without
regard to conflict of law provisions.


16.          AMENDMENT OR TERMINATION OF PLAN


The Board (or a duly
authorized committee thereof), or a person designated by the Board may, in his
or its sole and absolute discretion, amend this Plan from time to time and at
any time in such manner as he or it deems appropriate or desirable, and the
Board (or a duly authorized committee thereof) or a person designated by the
Board may, in its sole and absolute discretion, terminate the Plan for any
reason or no reason from time to time and at any time in such manner as it
deems appropriate or desirable.  No
amendment or termination shall reduce or terminate the then vested benefit of
any Participant or Beneficiary.  Upon an
amendment or termination, the NYSE shall not be required to distribute a
Participant’s accrued Accumulation Benefits prior to the Participant’s
Termination of Employment, but, in the event of a termination of the Plan, may
do so in a lump sum at the discretion of the NYSE.


17.          NON-EXCLUSIVITY


The adoption of this Plan
by the NYSE shall not be construed as creating any limitations on the power of
the NYSE to adopt such other supplemental retirement income arrangements as it
deems desirable, and such arrangements may be either generally applicable or limited
in application.


18.          GENDER AND NUMBER


Wherever used in this
Plan, the masculine shall be deemed to include the feminine and the singular
shall be deemed to include the plural, unless the context clearly indicates
otherwise.


 


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19.          HEADINGS AND CAPTIONS


The headings and captions
herein are provided for reference and convenience only.  They shall not be considered part of the Plan
and shall not be employed in the construction of the Plan.


20.          INTERPRETATION OF THE PLAN


The Committee shall have
the authority to adopt, alter or repeal such administrative rules, guidelines
and practices governing the Plan and perform all acts as it shall from time to
time deem advisable; to construe and interpret the terms and provisions of the
Plan; and to otherwise supervise the administration of the Plan.


21.          EFFECTIVE DATE


The Plan shall be
effective as of January 1, 1998.


22.          ENTIRE AGREEMENT


This Plan, along with the
Participants’ elections hereunder, constitutes the entire agreement between the
NYSE and the Participants pertaining to the subject matter herein and
supersedes any other plan or agreement, whether written or oral, pertaining to
the subject matter herein.  No agreements
or representations, other than as set forth herein, have been made by the NYSE
with respect to the subject matter herein.


IN WITNESS WHEREOF, the NYSE has caused this Plan to be
executed this 16th day of April, 1998.


	
   

  	
  NEW
  YORK STOCK EXCHANGE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH R. HELSBY

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Sr. Vice
  President, Finance

  



 


 


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