Exhibit
10.23


 


 


 


 


NEW YORK STOCK EXCHANGE, INC.



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


Amended and Restated as of June 1, 1999


 


 


 


 

















 


New
York Stock Exchange, Inc.

Supplemental Executive Retirement Plan 


The New York Stock Exchange.
Inc. Supplemental Executive Retirement Plan, initially effective as of January
1, 1984, and amended and restated as of August 1, 1997, is now amended and
restated into this form effective as of June 1, 1999.  The Plan is intended to provide supplemental
retirement benefits to a select group of management and highly compensated employees
of the New York Stock Exchange, Inc. and certain subsidiaries thereof which have
adopted the Plan.  The benefits are
intended to supplement the benefits payable under the Retirement Plan.


The
benefits of any Participant who incurred a Termination of Employment prior to
June 1, 1999, or the surviving beneficiary of any deceased Participant who died
prior to June 1, 1999, shall be governed under the terms of the Plan in
existence at the time of the Participant’s Termination of Employment (including
as a result of death), except as otherwise specifically provided in the Plan.


Except
as provided in Section 4(b) of the Plan, no retirement benefits are payable under this Plan with respect
to any person who is not an employee of the NYSE or an Adopting Subsidiary at
or after attainment of Age Fifty-Five (55)
(even if such person is then working for a Qualifying Entity), and no
death benefits are payable under this Plan with respect to any person who is
not an employee of the NYSE, an Adopting Subsidiary or, if terminating with the
NYSE or an Adopting Subsidiary after attaining Age Fifty-Five (55), a Qualifying Entity or a Subsidiary
at the time of his death.


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


1.1          “Account'' shall mean a book entry account
under the Plan which may be established on behalf of a Participant pursuant to
Section 7(c).


1.2          “Actuarial Equivalent” means, an amount
equal in value on an actuarial basis, as determined by an actuary selected by
the Committee, based upon the mortality and interest rates set forth herein.  An actuarially equivalent lump sum value will
be determined using the mortality table prescribed by the Secretary of the
Treasury pursuant to Section 417(e)(3) and an interest rate equal to (i) prior
to January 1, 2000, the applicable immediate annuity
discount rate, in effect one hundred and twenty (120) days prior to the
Participant’s Retirement Date or death, prescribed by the Pension Benefit
Guaranty Corporation for purposes of determining the present value of a benefit
upon termination of an insufficiently funded trusteed single employer plan (under
the methodology used by the Pension Benefit Guaranty Corporation) and (ii) on
or after January 1, 2000, the Moody’s Aaa bond rate in effect one hundred and
twenty (120) days prior to the Participant’s Retirement Date or death, minus
2.25%.


1.3          “Adopting Subsidiary” means any Subsidiary,
while such a Subsidiary, which adopts the Plan as a participating employer with
the approval of the NYSE.


1.4          “Age Fifty-Five” means the first day of the
calendar month nearest a Participant’s fifty-fifth (55th) birthday, provided
that if such birthday shall occur on a day equidistant from the first day of
two months,


 

















 


then Age Fifty-Five shall be deemed to be the first day of the month during
which such birthday occurs.


1.5          “AMEX Plan” means any defined benefit
pension plan which is qualified under Code Section 401(a), or any other defined
benefit pension plan, funded or unfunded, which is or has been maintained by
American Stock Exchange, Inc., excluding any individual deferred compensation
arrangements and defined contribution plans.


1.6          “Base Salary” means the base salary of a
Participant (exclusive of (i) any payment in the nature of a bonus or award or
premium for overtime or additional work and (ii) any payment under the
Incentive Compensation Plan or any other incentive plan) before reduction in
connection with participation in any plan in the nature of a deferred
compensation plan (whether such plan provides for deferral of salary or bonus
or award or Incentive Compensation Plan payment or premium or other
compensation and whether or not such plan is qualified as a “cash or deferred
arrangement” under Code Section 401(k), or otherwise, under the Code).


1.7          “Beneficiary” shall mean the individual
designated by the Participant, on a form acceptable by the Committee, to
receive benefits payable under this Plan in the event of the Participant’s
death.  If no Beneficiary is designated, the
Participant’s Beneficiary shall be his or her legal spouse, or if the
Participant is not married, the Participant’s estate.  A Participant’s Beneficiary election (or any
election to revoke or change a prior election) must be made and filed with the
Committee, in writing, on such form(s) prescribed by the Committee.


1.8          “Board” means the Board of Directors of the
NYSE.


1.9          “Code” means the Internal Revenue Code of
1986, as amended.


1.10        “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 a
Supplemental Benefit to such Participant hereunder.


1.11        “Compensation”
means:  (i) with respect to a Participant
who at the time of his Retirement or death has never been a Senior Officer,
Base Salary; (ii) with respect to a Participant who is not a Senior Officer
upon the earlier of his Retirement or death but had previously been a Senior
Officer, Base Salary plus the amounts of payments made (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
Incentive Compensation Plan attributable to the respective months, in any
period on or after January 1, 1986, during which the
Participant’s Base Salary equaled or exceeded the Eligible Salary Level and the
Participant was a Senior Officer; (iii) with respect to a Participant who is a Senior Officer at the time of the earlier of his Retirement
or death, Base Salary plus the amounts of payments made (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 Incentive Compensation
Plan attributable to the respective months, in any period after January 1, 1986, 


 


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during which the Participant’s Base Salary equaled or exceeded the
Eligible Salary Level.  Payments made (or
would have been paid if not for an election made pursuant to the New York Stock
Exchange, Inc. ICP Deferral Plan to defer all or a portion of such amounts)
under the Incentive Compensation Plan shall be deemed attributable to the year,
and the respective months or months in such year with respect to which such
payments were earned, regardless
of the times of making such payments.  No payment in the nature of a bonus or award
or premium for overtime
or additional work or otherwise paid to a Participant under
any bonus or other plan or program existing prior to the inception of, or in
any way apart from, the Incentive Compensation Plan, shall in any way be deemed
to be a payment either under the Incentive Compensation Plan or included in any
computation or determination of Eligible Salary Level or Final Average Compensation.


1.12        “Eligible Employee”
means any Employee other than an Employee (i) whose primary place of employment
with the Employer is outside of the United States and (ii) whose primary
residence was outside of the United States upon the commencement of his
employment with the Employer, unless such Employee is designated in writing as
a Participant in this Plan by the Chairman of the NYSE.  Notwithstanding any other provision to the
contrary, no person who has waived participation in the Plan under any individual compensation,
retirement or other agreement shall be an Eligible Employee under the Plan.  An individual classified by the Employer at
the time services are provided as
either an independent contractor or an individual who is not classified as an
Employee due to the Employer treating any services provided by him as being
provided by another entity which is providing such individual’s services to the
Employer shall not be eligible to participate in this Plan during the period
the individual is so initially classified even if such individual is later
retroactively reclassified as an employee during all or any part of such period
pursuant to applicable law or otherwise.


1.13        “Eligible Salary Level” means an amount, increased each Supplemental Plan
Year by the average salary increase percentage, if any, used in a budget,
approved by the Board, for executive, managerial and professional employees of the
NYSE.  The Eligible Salary Level for the
1999 Supplemental Plan Year is One Hundred Forty Six Thousand Four Hundred
Eighty-Six Dollars ($146,486).  A
Participant shall he deemed to have attained the Eligible Salary Level in any
month in which his monthly Base Salary rate equals of exceeds one-twelfth
(1/12) of the Eligible Salary Level for the applicable Supplemental Plan Year.


1.14        “Employee”
means any person employed by the Employer.


1.15        “Employer”
means the NYSE and any Adopting Subsidiary.


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


1.17        “Final Average
Compensation” means the annual average of a Participant’s Compensation
as an Employee during the thirty-six (36) consecutive (ignoring, for this purpose,
any breaks in continuous
paid employment with the Employer) calendar months of employment
with the Employer out
of the last one hundred and twenty (120) months (or, if less than one
hundred and twenty (120) months, the
number of calendar months of employment with the Employer prior to the earlier
of his Retirement or death) of such employment prior to the earlier


 


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of his Retirement or death which yields the highest average.  Such average is the result obtained by
dividing the total Compensation of a Participant during the considered
thirty-six (36) month period by three (3).  Compensation received from a Qualifying Entity
shall not be considered (and any period of employment with a Qualifying Entity
shall be ignored when calculating one hundred twenty (120) months or thirty-six
(36) consecutive months).  Notwithstanding
the foregoing, for purposes of determining a Participant’s Final Average Compensation
under Section 9 herein, in the case of a Participant who was not
an Employee for at least thirty-six (36) calendar months, Final Average
Compensation shall mean the annual average of the Participant’s Compensation as
an Employee during the consecutive (ignoring, for this purpose, any
breaks in continuous paid employment with the Employer) calendar months of employment
with the Employer determined by dividing the total Compensation of a Participant during such period of employment
with the Employer by the number of years, including fractional parts thereof (but only full months
shall be considered), for which such Compensation was paid.


1.18        “Incentive
Compensation Plan” means the incentive plan adopted by the NYSE
effective as of January 1, 1984, as amended.


1.19        “Minimum Benefit”
means a minimum Supplemental Benefit equal to (i) the hypothetical vested
monthly accrued benefit (based on the provisions of the Retirement Plan) in the
Standard Form that the Participant (or in the case of the Participant’s death
before benefits commence, the Participant’s Beneficiary) would have received
under the Retirement Plan on the Participant’s actual Retirement Date (or death,
if applicable) had he elected a distribution of his benefits under the
Retirement Plan on such Retirement Date (or death, if applicable) and if the
limitations of Code Sections 401(a)(17) and 415 (as applied under the
Retirement Plan) did not apply, less (ii) the monthly benefit the Participant
(or the Participant’s Beneficiary, if applicable) would receive under the
Retirement Plan in the Standard Form if commenced on the Participant’s actual
Retirement Date (or death, if applicable), after adjusting to the Actuarial
Equivalent values as provided under the Retirement Plan.


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


1.21        “Optional
Distribution Form” shall mean:


(a)           With
respect to a Participant who is married on his Retirement Date, one of the following
forms of distribution of Supplemental Benefits:


(i)             A joint and 50% survivor annuity pursuant to which a
life annuity shall be payable to the Participant
during his lifetime after Retirement with fifty percent (50%) of such reduced benefit continued to the Participant’s
spouse for the duration of the spouse’s lifetime after the death of the
Participant;


(ii)           A
joint and 75% survivor annuity pursuant to which a life annuity shall be payable to
the Participant during his lifetime after Retirement with seventy-five percent
(75%) of such reduced
benefit continued to the Participant’s spouse for the duration of the spouse’s
lifetime after the death of the Participant:


 


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(iii)          A joint and 100% survivor annuity
pursuant to which a life annuity shall be payable to the Participant during his
lifetime after Retirement with one hundred percent (100%) of such reduced benefit continued to the
Participant’s spouse for the duration of the spouse’s lifetime after
the death of the Participant;


(iv)          A
lump sum, based on the Actuarial Equivalent values hereunder, payable at
the Optional Distribution Time elected by the Participant; and


(v)           Monthly
installments over a period of twenty (20) years or less (in full years)
commencing at the Optional Distribution Time elected by the Participant (the
amount of each installment
shall be determined by the Plan Administrator pursuant to a method uniformly
applied to all Participants), provided the installment period shall not exceed
the life expectancy of the Participant or Beneficiary.


(b)           With
respect to a Participant who is not married on his Retirement Date, one of the
following forms of distribution of Supplemental Benefits:


(i)            A
lump sum, based on the Actuarial Equivalent values hereunder, payable at the
Optional Distribution Time elected by the Participant; and


(ii)           Monthly installments over a period of twenty (20) years or
less (in full years) commencing at the Optional Distribution Time elected by
the Participant (the amount of each installment
shall be determined by the Plan Administrator pursuant to a method uniformly
applied to all Participants), provided the installment period shall not exceed
the life expectancy of the Participant or Beneficiary.


Each
Optional Distribution Form shall be the Actuarial Equivalent to the Standard
Form of benefit.  The Optional
Distribution Forms described in paragraphs (a)(iv), (a)(v), (b)(i) or (b)(ii)
above shall be calculated without regard to the value of any potential
(or scheduled) future cost of living increases.


1.22        “Optional Distribution
Time” shall mean one of the following times, to the extent available
under the Plan. to commence the distribution of Supplemental Benefits:


(a)           as
soon as administratively
feasible following the Participant's Retirement Date or death; or


(b)           the January next following the Participant’s
Retirement Date or death.


1.23        “Participant” means any Eligible Employee who shall
have become a Participant in the Plan pursuant to Section 3 herein.


1.24        “Plan” means the New York Stock Exchange,
Inc. Supplemental Executive Retirement Plan, as amended from time to time.


1.25        “Qualifying Entity” means the Securities
Industry Automation Corporation, the National Securities Clearing Corporation,
The Depository Trust Company, and any of such entities’ subsidiaries designated
by the NYSE as
Qualifying Entities.  A Subsidiary of
NYSE


 


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may be designated as a Qualifying Entity by the NYSE for only limited
purposes, including, without limitation, the nonoccurrence of Termination of Employment.


1.26        “Qualifying Entity Plan” means any defined
benefit pension plan which is qualified under Code Section 401(a), or any other
defined benefit pension plan, funded or unfunded, which is or has been
maintained by a Qualifying Entity, excluding any individual deferred compensation
arrangements and defined contribution plans.


1.27        “Retirement” under this Plan shall be deemed
to occur the day after the date when a Participant, at or after the attainment
of Age Fifty-Five (55), incurs both a Termination of NYSE Employment and a
Termination of Employment.  If a
Participant incurs a Termination of NYSE Employment prior to the attainment of Age
Fifty-Five (55), Retirement shall not be deemed to occur.


1.28        “Retirement Date” means a Participant’s Early Retirement
Date, Normal Retirement Date
or Deferred Retirement Date, as follows:


(a)           “Early Retirement Date” shall be the first
day of the first calendar month coinciding with or next following such time as
the Participant has both attained Age Fifty-Five (55) and incurred
a Retirement, provided such day shall be prior to the Participant’s
Normal Retirement Date.


(b)           “Normal Retirement Date” shall be the first
day of the calendar month nearest his sixty-fifth (65th) birthday, provided he has
incurred a Retirement.  If such birthday
shall occur on a day equidistant from the first day of two months, then his
Normal Retirement Date shall be deemed to be the first day of the month during which such birthday
occurs.


(c)           “Deferred Retirement Date” shall be the
first day of a month nearest the date of commencement of a Participant’s
Retirement, where such Retirement commences after the Participant’s Normal Retirement Date.  If such Retirement shall commence on a day
equidistant from the first day of two months, then his
Deferred Retirement
Date shall be deemed to be the first day of the month during which such
Retirement occurs.


1.29        “Retirement Plan” means the Revised
Retirement Plan for Eligible Employees of the New York Stock Exchange and Subsidiary
Companies (as revised and restated January 1, 1994), as amended from time to time.


1.30        “Senior Officer” means a full-time employee who is designated as
a senior officer for purposes of the Plan by the Committee or the
Board, in their sole discretion.


1.31        “Social Security Benefit” means the monthly
amount (as determined by the Committee):


(a)           of
“old-age insurance benefit,” as defined under Section 402 of Title II of the
Social Security Act;
or


(b)           paid
under a national public
or government-mandated pension program,


 


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to which a
Participant would be entitled on his own (and not as a spouse or otherwise) and
without any reduction or deduction (for earnings or otherwise), determined as
if such benefit commenced in the first month, coinciding with or next following
the commencement of the Participant’s Supplemental Benefit, in which such
benefit under the Social Security Act or applicable other national pension
system could he payable to the Participant.


1.32        “Standard Form”
means a straight life annuity with no contingent benefit and no period certain.


1.33        “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.


1.34        “Supplemental
Benefit” means any benefit payable under this Plan.


1.35        “Supplemental Plan
Year” means the period designated as a “Plan Year” under the Retirement
Plan.


1.36        “Termination of
Employment” means termination of employment as an Employee of all of
the Employers, Subsidiaries, and all Qualifying Entities for any reason
whatsoever, including but not limited to death, disability, retirement,
resignation or involuntary termination.  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 all Employers,
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 he 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.


1.37        “Termination of
NYSE Employment” means termination of
employment as an Employee of all of the Employers for any reason whatsoever,
including but not limited to death, disability, retirement, resignation or
involuntary termination.  If an Adopting
Subsidiary ceases to be
an Adopting Subsidiary, an Employee of such entity will not be deemed to incur
a Termination of NYSE 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 NYSE Employment and when such
Termination of NYSE Employment is deemed to have occurred.


Section 2.              Service.


(a)           “Service” means the total sum of the
periods of time, expressed as years and fractions of years
(with such fraction representing completed months of employment), occurring
prior to the earlier of a Participant’s Retirement or death as follows:


 


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(i)            A period during which the Participant was continuously
paid directly or indirectly or continuously entitled to payment for the
performance of duties as an Employee of the Employer immediately prior to the Participant’s
Retirement or death.  For purposes of
this Plan, service as an Employee of the Employer shall be deemed to include
service as an Employee of New York Stock Exchange, the unincorporated
association which was the
predecessor of NYSE, to the extent such service with such association immediately
preceded such service with the Employer.


(ii)           A period during which the Participant was continuously paid directly or
indirectly or continuously entitled to payment for the performance of duties as
an employee of a Qualifying Entity; provided such period preceded, either
immediately or within a “Limited Period Break in Service”, a period described
in paragraph (i) above.


(iii)          A period during which the Participant was continuously paid directly or
indirectly or continuously entitled to payment for the performance of duties as
an employee of the Employer or a Qualifying Entity if such period preceded,
either immediately or within a “Limited Period Break in Service”, a period
described in paragraphs (i) or (ii) above.


(iv)          A period during which the Participant was on a leave of absence, either paid or unpaid, other than
military leave, authorized by the Employer or a Qualifying Entity in connection
with a period described in paragraphs (i), (ii) or (iii) above.


(v)           A period during which the Participant was absent from employment directly
from the Employer or a Qualifying Entity in connection with a period described
in paragraphs (i), (ii) or (iii) above in order to perform military service for
the United States of America, provided that the Participant returns to the
employ of the Employer or Qualifying Entity prior to the end of any period
prescribed by the laws of the United States during which he has reemployment
rights with the Employer or Qualifying Entity or as otherwise required by law.


(vi)          A period during
which the Participant received payments under a short term disability plan or workers’
compensation plan maintained by the Employer or Qualifying Entity to comply with applicable
state law in connection with a period described in connection with a period
described in paragraphs (i), (ii) or (iii) above.


(vii)         A period during
which the Participant received payments from the Employer or Qualifying Entity to supplement payments
made to the Participant under a long term disability plan in
connection with a period
described in paragraphs (i), (ii) or (iii) above.


(viii)        A period during which the Participant was
continuously paid directly or indirectly or continuously entitled to payment
for the performance of duties as an employee of American Stock Exchange, Inc., but only if
such period immediately preceded a period both for which the Participant was
continuously entitled to payment for the performance of duties as an employee of a Qualifying
Entity and which commenced


 


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within four (4) months of the date of incorporation of such Qualifying
Entity, but not later than July 31, 1972.  For purposes of this Plan, service as an
employee of American Stock Exchange, Inc. shall be deemed to include service as
an employee of American Stock Exchange, the unincorporated association which
was the predecessor of American Stock Exchange, Inc., to the extent such
service with such association immediately preceded such service with American
Stock Exchange, Inc.


Notwithstanding
the foregoing, no period of time shall be included more than one time as
Service.


(b)           “Limited Period Break in Service” means the
number of consecutive years in a period of time, not exceeding the greater of (i) five (5) or (ii) the
aggregate number of years of Service credited to such Participant for the
period prior to the time his Service was broken, during which the Participant
is not an Employee of the Employer or a Qualifying Entity.


(c)           No credit for
benefit determination purposes will be given for any period of Service of a
Participant with respect to which the Participant was required, but did not make,
employee contributions to the Retirement Plan or Qualifying Entity Plan or with
respect to which required employee contributions were made and have been, or will be, withdrawn
and not repaid, with interest, as provided in the Retirement Plan or Qualifying Entity
Plan.


(d)           Notwithstanding
any other provision to the contrary, unless otherwise provided in writing by
the Chairman of the NYSE, with
respect to an individual whose primary residence is outside of the United States at the time
his employment with the Employer commences.  Service shall not include any period of time
in which such Participant’s primary place of employment with the Employer or a
Qualifying Entity is
outside of the United States.


(e)           For purposes of Section 2, any period
prior to June 1, 1999 which was recognized as Service under the Plan prior to
June 1, 1999 shall continue to be recognized as Service under the Plan on and after to June 1, 1999.


Section 3.              Eligibility for Participation.


An
Eligible Employee shall become a Participant in the Plan on the first day of
the month following the date upon which the Participant’s Base Salary equals or
exceeds the Eligible Salary Level for thirty-six (36) months out of the latest one
hundred twenty (120) months of employment (or, if the number of calendar months
of employment with the Employer on such date is less than one hundred twenty (120) months, out of such shorter period) with the Employer.  An individual other than a Senior Officer
shall cease to be a Participant on the first day of the month following the
date upon which the Participant’s Base Salary has not equaled or exceeded the
Eligible Salary Level for thirty-six (36) months out of the latest one
hundred twenty (120) months of employment with the Employer.  Notwithstanding the foregoing, an Eligible
Employee who is a Senior Officer shall become a Participant in the Plan on the first day of
the month following the date upon which the Participant’s Base Salary equals or
exceeds the Eligible Salary Level for at least one (1) month and,
unless such Participant otherwise qualifies to be a Participant under the Plan, shall cease to be a Participant
on the first day of the month 


 


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following the date upon which the Participant is no longer a Senior
Officer or at such other time as determined by the Committee,


Section 4.              Eligibility for Supplemental Benefit.


(a)           Except as
provided under Section 9 herein and paragraph (b) below, notwithstanding anything
else herein, a Participant shall not be eligible to receive benefits under the
Plan if any of the following apply to the Participant:


(i)            such
Participant’s Base Salary with the Employer does not equal or exceed the
Eligible Salary Level for at least thirty-six (36) months out of the last one
hundred twenty (120) months of employment (or, if the number of calendar months
of employment with the Employer immediately prior to the Participant’s
Termination of Employment is less than one hundred twenty (120) months, during
such shorter period) with the Employer; or


(ii)           such
Participant has not been employed by the Employer for at least an aggregate of
thirty-six (36) months; or


(iii)          such
Participant is not employed by an Employer on or after his attainment of Age Fifty-Five
(55), for any reason whatsoever including, but not limited to, disability,
termination prior thereto by the Participant with or without good reason, termination
prior thereto by the  Employer with or without
cause, or transfer from the Employer to a Qualifying Entity or any other employer.


(b)           The Chairman of the NYSE, in
his sole discretion, may waive any of the requirements enumerated under
paragraph (a) above with respect to any Participant who incurs a Termination of NYSE
Employment at the initiation of the NYSE, as determined in the sole discretion
of the Chairman, provided, however, that any such waiver with respect to the
Chairman of the NYSE may only be made by the Human Resources Policy and
Compensation Committee of the Board and any waiver made by the Chairman must be
promptly communicated to the Human Resources Policy and Compensation Committee
of the Board.  Any waiver pursuant to this paragraph
shall only be effective if made in writing.


(c)           The Human
Resources Policy and Compensation Committee of the Board may forfeit the
benefits of a Participant or his Beneficiary 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 NYSE Employment even if such Termination of NYSE 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.


Section 5.              Supplemental Benefit.


(a)           Subject to paragraph (b) below, the monthly
amount of a Participant’s Supplemental Benefit commencing on his Normal
Retirement Date or Deferred Retirement Date shall be equal to the Participant’s
Base Benefit, divided by twelve (12), minus the Participant’s Offset Amount.


 


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(i)            A Participant’s
“Base Benefit” shall be equal to
the Participant’s Final Average Compensation multiplied by a percentage equal
to the sum of:


A.                                   two and one-half percent (2-1/2%)
for each of the first ten (10) years of the Participant’s Service, plus


B.                                     two percent (2%) for each of
the next ten (10) years of the Participant’s Service, plus


C.                                     one and one-half percent (1-1/2%) for each of the next ten (10) years of the Participant’s
Service, plus


D.                                    one percent (1%) for each
year of Service thereafter.


(ii)                                  A Participant’s “Offset Amount” is the
sum of:


A.                                   the sum of the amounts of
the Participant’s monthly retirement benefit with respect to Service commencing
on his Retirement in the form of a single life annuity,
before adjustment for any pre-retirement joint and survivor coverage or any
other form of benefit, under the Retirement Plan, a Qualifying Entity Plan (with regard to
Service with the Qualifying Entity recognized under the Qualifying Entity Plan
which is also recognized hereunder), or an AMEX Plan (with regard to Service
with American Stock Exchange, Inc. recognized under an AMEX Plan which is also recognized hereunder); plus


B.                                     the amount of Participant’s
Social Security Benefit.


(b)           Notwithstanding
the foregoing, a Participant whose Retirement and Termination of NYSE Employment
occurs on or after August 1, 1997 shall be entitled to receive as his Supplemental
Benefit in lieu of the amount calculated under Section 5(a) above, the Minimum Benefit
if such Minimum Benefit is greater than the Supplemental Benefit calculated
pursuant to Section 5(a) above.


Section 6.              Early Retirement Benefit.


(a)           A Participant who
incurs a Retirement prior to his Normal Retirement Date shall commence to
receive a reduced Supplemental Benefit on his Early Retirement Date.


(b)           The monthly
amount of a Participant’s Supplemental Benefit commencing on his Early Retirement Date shall be
equal to the greater of the Participant’s Minimum Benefit or (x) - (y) where:


(i)            (x) is equal to
one-twelfth (1/12) of the Participant’s Base Benefit, as computed under Section
5(a) herein, reduced by a percentage equal to the product of two percent (2%)
times the number of years and fractional portion of a year elapsing between the
date of his Early Retirement Date and the date of sixtieth (60) birthday.


 


11

















 


There shall be no reduction if a Participant's
Retirement occurs on or after his sixtieth birthday.


(ii)           (y) is equal to
the sum of:


A.                                   the sum of the amounts of
the Participant’s monthly retirement benefit with respect to Service available
upon the Participant’s Early Retirement Date in the form of a single life
annuity, before adjustment for any pre-retirement joint and survivor coverage,
under the Retirement Plan, a Qualifying Entity Plan (with regard to Service with the
Qualifying Entity recognized under the Qualifying Entity Plan which is also
recognized hereunder), or an AMEX Plan (with regard to Service with American
Stock Exchange, Inc. recognized under an AMEX Plan which is also recognized
hereunder); plus


B.                                     With respect to a
Participant whose Retirement is on or after his attainment of age sixty-two
(62), the Participant’s Social Security Benefit amount and with respect to a
Participant whose Retirement occurs prior to his attainment of age sixty-two
(62), the Participant’s Social
Security Benefit amount, but only with respect to the period after the Participant attains age sixty-two (62).


(c)           A Participant
shall provide the Committee prior written notice of his election of an Early Retirement
Date.


Section 7.              Payment.


(a)           Basic Form of Benefit.  Subject to (b) below, the Supplemental Benefit
of a Participant who is not married on his Retirement Date shall be paid in the
Standard Form and the Supplemental Benefit of a Participant who is legally
married on his Retirement Date shall be paid in a joint and 50% survivor annuity, as described in
(c) below.


(b)           Election of Optional Distribution Form.  A Participant shall have the right, in a writing
filed with the Committee, to elect to have his Supplemental Benefit paid in an
Optional Distribution Form, provided, that such election is made and filed with the Committee
at least one (1) year prior to the Participant's Termination of Employment.  Such an election may be revoked by the
Participant by written notice filed with the Committee at least one (1) year prior
to Termination of Employment.  Notwithstanding the foregoing, (i) each
Participant who is employed by the Employer or a Qualifying Entity on June 1,
1999, or each Eligible Employee who becomes a Participant thereafter, and (ii) each Eligible Employee
who is permitted by the Committee, in its sole discretion, to make an election prior
to becoming a Participant, shall be entitled to elect to have his Supplemental
Benefit paid in an Optional Distribution Form, provided that such election is
made and filed with the Committee prior to the end of the thirty (30) day
period commencing on the later of (i) June 1, 1999 and (ii) the date the
Employee becomes a Participant (whether or not such election is made prior to
becoming a Participant).


 


12

















 


(c)           Distribution Rules.


(i)            If a
Participant is entitled to receive his Supplemental Benefit in a joint and
survivor annuity and
his spouse dies prior to the commencement of the payment of his Supplemental
Benefit, the Participant’s Supplemental Benefit shall be payable in the
Standard Form.


(ii)           If a
Participant elects an Optional Distribution Form described in paragraphs (a)(iv), (a)(v) or (b) of Section 1.21, the Participant’s
Supplemental Benefit shall be converted into an Actuarial Equivalent lump sum
amount as of his or her Retirement Date, and credited to a book entry Account
under the Plan in the name of the Participant.  The Committee may, in its sole
discretion, deduct from the amount credited to the Account an amount equal to the federal
taxes relating to the Participant’s Supplemental Benefits under the Plan that are imposed under the Federal
Insurance Contributions Act or Federal Unemployment Tax Act.


(iii)          Payment of a Supplemental Benefit to a
Participant under the applicable Distribution Form shall commence as soon as
administratively feasible following the Participant’s Retirement Date or, if
applicable, upon the Participant’s applicable Optional Distribution Time and
thereafter shall continue to be paid in the first month of each successive
calendar year until the total amount of such Participant’s Supplemental Benefit
has been paid.


(iv)          With respect to
an annuity form of payment of Supplemental Benefits, payment of Supplemental
Benefits shall continue only until the death of the Participant, but shall be
paid with respect to the entire calendar month in which such death occurs.  In the event that the Participant shall have
elected to receive payment of his Supplemental Benefit in a joint and survivor annuity, survivor benefits shall commence
only if such Beneficiary of the Participant shall have lived until the
month following the month of the Participant’s death and shall continue until
the death of the Participant’s Beneficiary, but shall be paid with respect to the entire calendar month in which such
death occurs.


(v)           Notwithstanding
any provision of the Plan to be contrary, any distribution from the Plan to a
trust or estate which is the Beneficiary of a Participant shall be made in a
lump sum regardless of the Participant's election.


Section 8.              Earnings.


(a)           Earnings (“Earnings”) shall be credited to the
Participant’s Account (established pursuant to Section 7(c)) as
follows:


(i)            The measuring
alternative used for the measurement of Earnings on the amounts in a
Participant’s Account, if applicable, shall be selected by the Participant in
writing on a form prescribed by the Committee or, if permitted by the
Committee, by telephonic or electronic transmission from among the various
measuring alternatives offered by the Committee, unless the Committee decides
in its sole discretion to designate the measuring alternative used for the measurement
of Earnings.


 


13

















 


(ii)           In the event
that various measuring alternatives are made available, each Participant may
change the selection of his or her measuring alternative 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 to the balance in each Participant’s Account, if applicable,
as of the last
business day of each 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 alternative selected by the Participant for the calendar quarter (or
such other applicable period) to which such selection relates.


(iii)          In the event a Participant has
commenced receipt of benefits under the Plan in the form of installment
payments, the Participant’s Account shall continue to be credited with Earnings
pursuant to this Section 6.1 until the final installment is paid.


(b)           The Committee may, in its sole
discretion, establish rules and procedures for the crediting of Earnings and
the election of measuring alternatives pursuant to this Section 6.


Section 9.              Death of Participant.


(a)           If a
Participant dies prior to incurring a Termination of NYSE Employment, in lieu
of all other benefits under the Plan, such Participant’s Beneficiary shall
receive a benefit equal to the greater of the Actuarial Equivalent amount of (I)
the greater of the amount computed under (i) or, if applicable, (ii) below, or (II) the applicable
amount set forth on Exhibit A to the Plan.


(i)            A monthly
benefit equal to the Participant’s Supplemental Benefit computed under Section
5 herein as if the Participant had incurred a Termination of Employment on the
date immediately before the date on which the Participant died.


(ii)           If a
Participant who is a Senior Officer dies prior to his Termination of NYSE
Employment and shall have completed at least ten (10) years of Service and have
attained Age Fifty-Five (55), a monthly benefit equal to
fifty percent (50%) of the
difference of (x) - (y), where:


(x)                                   is equal to
one-twelfth (1/12) of the
Participant’s Base Benefit amount, as computed under Section
5(a); provided that such Base Benefit shall be computed using the sum of
the Participant’s years of Service to the first day of the
month in which the Participant’s death occurred, plus the years
(which, for the purpose of this calculation only, shall be deemed years of
Service), if any, from the first day of the month in which the Participant’s death
shall have occurred to the date when the Participant would have
attained age sixty-five (65) should he have survived.


In calculating the foregoing
amount, if the Participant dies prior to his sixty-fifth (65th) birthday, the Participant’s
Final Average Compensation shall be based on the one hundred and twenty (120)


 


14

















 


month
period ending on the date when the Participant would have attained age
sixty-five (65) should he have
survived to such date, the amount of the monthly rate of Compensation shall be
based on the Compensation applicable to the months within such period, and the amount of the monthly rate of the
Participants Compensation applicable to the months within such period
from the month in which the Participant’s death occurred to the month in which
the Participant would have
attained age sixty-five (65) shall be the sum of (a) the amount of the Participant’s Base
Salary at the time of his death, plus (b) such amount as shall be the amount of the “Normal Target
Award”, as defined under the Incentive Compensation Plan, for a person in the Participant's Salary Grade,
as defined under the Incentive Compensation Plan, in effect at the time of the
Participant’s death.


(y)                                 is equal to the sum of:


A.                                   the amounts of the
Participant’s monthly retirement benefit with respect to Service accrued
at the Participant’s death which would otherwise be available to the
Participant if the Participant’s Retirement had occurred on his date of death
and if the Participant had
not died, in the form of a single life annuity, before adjustment for any pre-retirement joint and survivor
coverage or any other form of benefit, under the
Retirement Plan, a Qualifying Entity Plan (with regard to Service with the
Qualifying Entity recognized under the Qualifying Entity Plan which is also
recognized hereunder), or an AMEX Plan (with regard to Service with
American Stock Exchange, Inc. recognized under an AMEX Plan which is also
recognized hereunder); plus


B.                                     With respect to a
Participant whose death is on or after his attainment of age sixty-two (62),
the amount estimated by the Committee as the Participant’s Social Security
Benefit amount to which the Participant would have been entitled as of his date
of death if the Participant’s Retirement had occurred on his date of death and
the Participant had not died; or with respect to a Participant whose death
occurred prior to age sixty-two (62), the amount estimated by the Committee as
the Participant’s Social Security Benefit amount commencing at age sixty-two
(62), but only with respect to the period after the Participant would have attained
age sixty-two (62), which the Participant would have been entitled to receive as of such
date on which the Participant would have attained age sixty-two (62) had he
survived, assuming the Participant’s Retirement Date had occurred on his date
of death, and without any deduction with respect to the period from the Participant’s date of death to the date
that the Participant would have attained age sixty-two (62).


 


15

















 


The
amount computed under Section 9(a)(ii) shall be reduced to its Actuarial
Equivalent as if the Participant had not died, had a Retirement at age sixty-five (65) (if he died
prior to age sixty-five (65)), and had elected a
joint and survivor benefit in favor of his Beneficiary.


(b)           Notwithstanding
the foregoing, the Participant's Beneficiary shall be entitled to receive a
Minimum Benefit as his Supplemental Benefit in lieu of the amount
calculated under Section 9(a) above if such Minimum Benefit is
greater than the Supplemental Benefit calculated pursuant to Section 9(a)
above.


(c)           If a
Participant has attained Age Fifty-Five (55) at the time of his death, the Participant’s Beneficiary shall receive
the applicable monthly benefit calculated pursuant to this Section 9 in the
form of a monthly benefit for
life, commencing on the first day of the month following the month in which the
Participant’s death occurred, provided that the Participant shall have the right, in a writing filed with the
Committee, to elect to have the monthly benefit calculated pursuant to this
Section 9 paid to his Beneficiary, if applicable, in
either:


(i)            A lump sum, based on the Actuarial Equivalent
values hereunder, payable on the first day of the month following the month in
which the Participant’s death occurred; and


(ii)           Monthly installments over a period of twenty (20) years or
less (in full years), commencing on the first day of the month following the
month in which the Participant’s death occurred (the amount of each installment
shall be determined by the Plan Administrator pursuant to a method uniformly applied
to all Participants).


(d)           If a
Participant has not attained Age Fifty-Five (55) at the time of his death, the
benefit to the Beneficiary of such Participant shall be payable on the first
day of the month following the month in which the Participant’s death occurred
in the form of a lump sum equal to the Actuarial Equivalent of the applicable
monthly benefit calculated pursuant to this Section 9.


(e)           If the
Beneficiary of a Participant shall die within seven (7) days of the Participant’s
death and both the spouse’s death and the Participant’s death occurred in the course of or as a direct result of the
same accident or other event, then for the purposes of this Section 9, such Beneficiary
shall be deemed to have died before the Participant and no benefits shall be
payable pursuant to this Section 9.


(f)            Death After Retirement Date.  In the event that a Participant dies on or
after his Distribution Date, his Beneficiary shall receive such benefits, if
any, as are provided pursuant to the form of benefit being received by the Participant at the time
of his death.


Section 10.            Reemployment.


If a Participant is
reemployed by the Employer after commencing to receive a Supplemental Benefit
hereunder, the Employer shall
have the right at its election to suspend benefits payable hereunder during
such period of employment with an appropriate Actuarial Equivalent adjustment in his benefits when they recommence.  If the former Participant again


 


16

















 


becomes a Participant accruing
benefits under the Plan, he shall cease to receive a Supplemental Benefit, his prior election as to his form of benefit shall be deemed
canceled, he shall have his benefits recalculated based on his entire Service
for the Employer offset by the Actuarial Equivalent of the previously received
Supplemental Benefit, and benefits shall be payable in accordance with Section 8 and 9 above.  In no event shall the combined Supplemental
Benefit (as actuarially adjusted to reflect Actuarial Equivalents) be greater
than the Supplemental Benefit the Participant would have received if his
Service had been continuous.


Section 11.            Life Insurance.


The
Committee may require a Participant to assist the NYSE, in obtaining life
insurance policies on the life of such Participant.  Such life insurance policies, if any, as determined
by the NYSE. shall be owned by, and payable to, the NYSE or a trust established
by the NYSE.  The Participant may be required to
complete an application for life insurance, furnish underwriting information, including
medical examination by a life insurance company-approved examiner, and authorize release of
medical history to the life insurance company’s underwriter, as designated by
the Committee.  No election of the NYSE
to insure the life of any Participant shall give such Participant or any other person
any right or interest in or to any insurance contract or policy issued to the NYSE or to a trust
established by the NYSE, or in or to any proceeds thereof.


Section 12.            Administration.


(a)           In the event
that the Social Security Administration shall furnish to the Employer a
statement, in writing, in any form, regarding the Social
Security Benefit amount to which a Participant shall or could be entitled or
regarding the earnings history or other information relating to a Participant
for purposes of matters related to the Social Security Act, the Committee may
rely on any such information contained in any such statement.  In the event that the Social Security
Administration or any other person shall not have furnished directly to the
Employer a statement, by such time and in such form and manner and containing
such information as the Committee may, in the Committee’s discretion, deem necessary or appropriate in order to make
any such estimate of the amount of a Social Security Benefit as may be
necessary for purposes of the Plan or to make any other estimate or
determination in connection with the computation of any benefit which may or
could be payable hereunder, the Committee from time to time may, but need not, make
any such estimate or determination of any such Social Security Benefit or of any
other amount or age or other factor as the Committee shall in the Committee’s
discretion deem necessary or appropriate in connection with any such computation.  Without limitation of the foregoing provisions
of this Section or of any other provisions hereof, the Committee shall have the
authority, under
rules of uniform application, to interpret the provisions of the Plan, to determine
all facts relating to a Participant’s Service, age, compensation and employment
status, and to estimate and
determine value equivalencies relating to offset of payments or
entitlements from the Retirement Plan or any Qualifying Entity Plan or under
the Social Security Act and all such interpretations
and determinations shall be conclusive.


 


17

















 


(b)           All expenses in
administering the Plan will be paid by the NYSE.  No Participant contributions to the Plan are
required or permitted.


Section 13.            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 Supplemental Benefit,
any determination under this Section 13, 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 for 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 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.


 


18

















 


Section 14.            Construction of Plan.


This
Plan is “unfunded” and Supplemental 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 amongst any Employer, 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.  NYSE may, in its sole discretion, establish a “rabbi
trust” to pay Supplemental Benefits hereunder.


Each
Employer shall be liable to NYSE for any portion of a
Supplemental Benefit that is attributable to Service with such Employer equal
to the proportion that such Participant’s Service with such Employer bears to
the Participant’s entire Service.  No
Participant shall have any claim against any Employer other than the NYSE.


Section 15.            Limitation of Rights.


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


Section 16.            Payment Not Salary.


Any
benefit payable under this Plan 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 any Employer for the
benefit of its employees.


Section 17.            Severability.


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


Section 18.            Withholding.


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


Section 19.            Assignment.


This
Plan shall be binding upon
and inure to the benefit of the Employers, their successors and assigns and the
Participants and their heirs, executors, administrators and legal


 


19

















 


representatives.  In the event
that any Employer sells or transfers all or substantially all of the assets of its
business and the acquiror of such assets assumes the obligations hereunder, the
Employer and the NYSE shall be released from any liability imposed herein and
shall have no obligation to provide any benefits payable
hereunder.


Section 20.            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.


Section 21.            Governing Law.


To
the extent legally required, the Code and Parts 1 and 5 of Title I of ERISA, shall
govern the Plan and, if any provision hereof is in violation of any applicable
requirement thereof, the Employer reserves the right to retroactively amend
this Plan to comply therewith.  To the extent
not governed by the Code and Parts 1 and 5 of Title I of ERISA, this Plan shall
be governed by the laws of the State of New York, without regard to conflict of law
provisions.


Section 22.            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 or any
component plan thereof 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 or any component plan thereof for any reason or
no reason from time to time and at any time in such manner as it deems
appropriate or desirable.  Each Employer may withdraw from this
Plan.  In the event an Employer withdraws
from this Plan, effective as of the date of such withdrawal, there shall be no
further accrual of benefits hereunder with regard to employees of such
Employer.  Each Employer shall be liable
to the NYSE for the vested obligations hereunder with respect to Supplemental
Benefits paid to its employees or their Beneficiaries by the NYSE as provided
under Section 14.  No amendment, termination
or withdrawal shall reduce or terminate the then vested benefit of any
Participant or a Participant’s Beneficiary. 
Upon an amendment, termination or withdrawal, NYSE shall not be required
to distribute a Participant’s Supplemental Benefit prior to the Participant’s
Termination of Employment, but may do so at the discretion of the NYSE.


Notwithstanding
the foregoing, no amendment or termination of the Plan may reduce the amount of
benefits being paid to a retired Participant as of the date of the amendment or
termination or, for any Participant who has attained Age Fifty-Five (55) and employed by the Employer
on such date, the
amount of benefit then accrued and otherwise payable at age sixty-five (65) based on the Participant's Service
and Compensation from the Employer to the date of amendment or termination,
unless he consents to such amendment or termination in writing.


Section 23.            Non-Exclusivity.


The
adoption of the Plan by an Employer shall not be construed as creating any
limitations on the power of the Employer to adopt such other supplemental retirement
income


 


20

















 


arrangements as it deems
desirable, and such arrangements may be either generally applicable or limited
in application.


Section 24.            Non-Employment.


This Plan is not an agreement of employment and it shall
not grant the employee any rights
of employment.


Section 25.            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.


Section 26.            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.


Section 27.            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.


Section 28.            Entire Agreement.


This
Plan, along with the Participants’ elections hereunder, constitutes the entire
agreement between the Employer 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 or the Employer with respect to the subject
matter herein.


IN WITNESS WHEREOF, the NYSE has caused
this Plan to be executed this 28th day of May, 1999.


	
   

  	
  NEW
  YORK STOCK EXCHANGE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  FRANK Z. ASHEN

  	
   

  
	
   

  	
  Title:
  SVP Human Resources

  



 


21

















 


EXHIBIT
A


	
  Title or Equivalent

  	
   

  	
  Service with NYSE

  	
   

  	
  Amount

  
	
  Group Executive Vice

  and

  President Executive Vice

  President

  	
   

  	
  More
  than ten (10) years

  	
   

  	
  Two
  (2) years Base Salary

  
	
   

  	
  More
  than five (5) years

  but less than ten (10) years

  	
   

  	
  One
  and one-half (1 1/2) years

  Base Salary

  
	
   

  	
  Less than five (5) years

  	
   

  	
  One
  (1) year Base Salary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Senior Vice President

  and

  Vice President

  	
   

  	
  More than twelve (12) years

  	
   

  	
  One
  and one-half (1 1/2) years

  
	
   

  	
   

  	
   

  	
  Base Salary

  
	
   

  	
  Less
  than twelve (12) years

  	
   

  	
  One
  (1) year Base Salary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Assistant Vice President

  	
   

  	
  Fifteen (15) years or more

  	
   

  	
  One
  (1) year Base Salary

  
	
   

  	
   

  	
  Less
  than Fifteen (15)
  years

  	
   

  	
  Two
  (2) weeks Base Salary

  
	
   

  	
   

  	
   

  	
   

  	
  for each year of Service

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  All Others

  	
   

  	
  Fifteen (15) years or more

  	
   

  	
  Nine
  (9) months Base Salary

  
	
   

  	
   

  	
  Less
  than Fifteen (15)
  years

  	
   

  	
  Two
  (2) weeks Base Salary

  
	
   

  	
   

  	
   

  	
   

  	
  for each year of Service

  



 


A-1

















 


EXHIBIT
B


1.             Notwithstanding
any provision of the Plan to the contrary, the monthly benefit otherwise
payable to an Eligible Retiree whose Retirement under the Plan occurred in any year listed below (or his
surviving spouse) and who is receiving Supplemental Benefits in the form of an
annuity shall be increased by the percentage indicated below corresponding to such year.


	
  YEAR OF RETIREMENT

  	
   

  	
  PERCENTAGE INCREASE

  
	
  1984

  	
   

  	
  20

  
	
  1985

  	
   

  	
  20

  
	
  1986

  	
   

  	
  20

  
	
  1987

  	
   

  	
  8

  
	
  1988

  	
   

  	
  8

  
	
  1989

  	
   

  	
  6

  
	
  1990

  	
   

  	
  6

  
	
  1991

  	
   

  	
  4

  
	
  1992

  	
   

  	
  4

  
	
  1993

  	
   

  	
  2

  
	
  1994

  	
   

  	
  2

  
	
  1995

  	
   

  	
  2

  
	
  1996

  	
   

  	
  2

  



Notwithstanding the foregoing, the foregoing increase shall be limited
so that after such increase an
Eligible Retiree’s (or his surviving spouse’s) annual benefit under the Plan,
as of January 1, 1999 plus his (or his
surviving spouse’s) annual Retirement Income (as defined in the Retirement
Plan) under the Retirement Plan as of January 1, 1999, does not exceed $65,000.


2.             For purposes of Section 1 of this
Exhibit B, an “Eligible Retiree” is a Participant who satisfied the
requirements of Section 4(a) of the Plan (without reliance on Section 4(b)).


 


B-1