Exhibit 10.28


 


 


 


NEW YORK STOCK EXCHANGE,
INC.


SUPPLEMENTAL EXECUTIVE
SAVINGS PLAN


Amended and Restated as
of August 1, 1997


 


 


 





















 


New York Stock Exchange,
Inc.

Supplemental Executive Savings Plan


The New York Stock
Exchange, Inc. Supplemental Executive Savings Plan, initially effective as of
September 7, 1989, is amended and restated as of August 1, 1997 into three (3)
separate plans, all set forth and comprised in this document.  The Plans comprised herein are intended to
provide deferred compensation to a select group of management or highly compensated
employees of the New York Stock Exchange, Inc. and certain subsidiaries thereof
which have adopted the Plan.  Plan A is
intended to supplement benefits payable under the Savings Plan that are subject
to the limitations of Code Section 415 and be an excess benefit plan within the
meaning of Section 3(36) of ERISA.  Plan
B is intended to supplement benefits under the Savings Plan with regard to the
limitations of Code Section 401(a)(17).  Plan
C is intended to permit additional deferrals. 
Amounts in the Plan prior to such restatement shall be allocated to Plan
B.


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


 


(a)           “Active Participant”
means a Participant who is currently having book entry contributions made to
one of his Supplemental Accounts hereunder.


(b)           “Adopting Subsidiary”
means any Subsidiary, while such a Subsidiary, that has adopted and
participates in the Savings Plan, and which adopts the Plan as a participating
employer with the approval of the NYSE.


(c)           “Beneficiary”
means, 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) effectively designated by the
Participant under the Savings Plan (or otherwise determined under the terms of
the Savings Plan if no such designation is made) to receive his benefits under
the Savings Plan in the event of the Participant’s death.  In the event that two (2) or more persons are
the Participant’s Beneficiary under the Savings Plan, 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 Savings
Plan, provided, however, that if any such person has been designated under the
Savings Plan to receive a stated dollar amount, then such amount shall be paid
from this Plan (in the priority order set forth below) only to the extent that
the Participant’s accounts in the Savings Plan are insufficient to pay such
amount consistent with the provisions of the Savings Plan.  Amounts paid from this Plan pursuant to the
foregoing sentence shall be paid first from Plan A, and to the extent the funds
held under Plan A are insufficient, from Plan B, and to the extent the funds
held under Plan B are insufficient, from Plan C.  Such person or persons designated under the
Savings Plan to receive a stated dollar amount shall be otherwise disregarded
in determining benefit allocations under this Plan among persons who are the
Participant’s Beneficiary.


(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 Supplemental Benefits to such Participant hereunder.  Notwithstanding the foregoing, for purposes
of making determinations regarding in-service withdrawals hereunder for
Hardship (as described in Section 6 herein), the Human Resources Policy and
Compensation Committee of the Board shall be required to approve any such
in-service withdrawal.


(g)           “Earnings”
means, for any Supplemental Plan Year, earnings on amounts in the Supplemental
Accounts computed in accordance with Section 4 hereof.


(h)           “Eligible Employee”
means (1) for purposes of Plan A, an Employee whose Salary multiplied by
twenty-two one hundredths (.22) exceeds the limit under Code Section
415(c)(1)(A) or (2) for purposes of Plan B, an Employee whose Salary in a Pay
Period, when annualized, exceeds the limitation on compensation of One Hundred
Fifty Thousand Dollars ($150,000), as adjusted for cost of living adjustments,
under Section 401(a)(17) of the Code, or (3) for purposes of Plan C, an Employee
who is eligible to participate in Plan A or Plan B and at least one of whose
elections exceeds the amount permitted to be contributed to the applicable plan.  Notwithstanding any other provision to the
contrary, no Employee whose (i) primary place of employment with the Employer
is outside of the United States and (ii) primary residence was outside of the
United States upon the commencement of his employment with the Employer, unless
such Employee is designated as an Eligible Employee under this Plan by the
Chairman of the NYSE in writing, and 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.


(i)            “Employee” means
any person employed by the Employer.


(j)            “Employer” means
the NYSE and any Adopting Subsidiary.


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


(l)            “Excess Salary”
means the excess of an Eligible Employee’s Salary over his Recognizable Salary.  Excess Salary Per Pay Period shall mean the
Excess Salary earned in any Pay Period in the Supplemental Plan Year after the
Recognizable Salary limit has been reached.


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


(n)           “Participant”
means any Eligible Employee who shall have become an Active Participant in the
Plan and any individual with a balance in his Supplemental Accounts.


 


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(o)           “Pay Period”
means the Employer’s pay period applicable to the Employee.


(p)           “Plan” means the
New York Stock Exchange, Inc. Supplemental Executive Savings Plan, as amended
from time to time, currently comprised of Plan A, Plan B and Plan C.


(q)           “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 of
describing the occurrence of a Termination of Employment.


(r)           “Recognizable Salary”
means an Eligible Employee’s base salary for the Supplemental Plan Year, taking
into account the limitation on compensation to One Hundred Fifty Thousand
Dollars ($150,000), as adjusted for cost of living adjustments, under Section
401(a)(17) of the Code.  Recognizable
Salary Per Pay Period shall mean the amount of Recognizable Salary earned in
each Pay Period prior to reaching the Recognizable Salary limit.


(s)           “Salary” means
an Eligible Employee’s base salary for the Supplemental Plan Year, without
regard to the limitation on compensation to One Hundred Fifty Thousand Dollars
($150,000), as adjusted for cost of living adjustments, under Section 401(a)(17)
of the Code.


(t)            “Salary Reduction Agreement”
means an agreement entered into between an Active Participant and the Employer
to authorize the Employer to reduce the Active Participant’s Salary and
contribute the amount of such reduction to the Plan.


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


(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)           “Supplemental Account”
means one of the accounts to which a Participant’s Supplemental Benefits shall
be credited.  Wherever used in this Plan,
the plural shall be deemed to include all of the singulars.


(x)           “Supplemental Benefit”
means the book entry contributions made to a Participant’s Supplemental
Account(s) and Earnings thereon.  Wherever
used in this Plan, the plural shall be deemed to include all of the singulars.


(y)           “Supplemental Plan Year”
means the period designated as a “Plan Year” under the Savings Plan.


(z)           “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, 


 


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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 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.


To the extent not
inconsistent with the foregoing definitions and the terms hereof, any defined
terms used in this Plan shall have the same meaning as in the Savings Plan.


2.             Participation.


 


(a)           Each Employee who is a Participant or
an Eligible Employee on August 1, 1997 may elect prior to the end of the thirty
(30) day period commencing on August 1, 1997, on forms prescribed by the
Committee, to become an Active Participant in Plan A, Plan B or Plan C for the
remainder of such Supplemental Plan Year with respect to future Salary.  Any elections made pursuant to the Plan by a
Participant which was effective prior to August 1, 1997 to reduce the
Participant’s Salary shall be terminated and void effective as of the earlier
of (i) the effective date of a new election made on or after August 1, 1997 or
(ii) September 1, 1997.


(b)           For the Supplemental Plan Year
commencing January 1, 1998 and each Supplemental Plan Year thereafter, an
Eligible Employee may elect prior to the beginning of each Supplemental Plan
Year (during such period as the Committee may prescribe, in its sole discretion)
on forms prescribed by the Committee, to become an Active Participant in Plan
A, Plan B or Plan C for such Supplemental Plan Year.  If, after August 1, 1997, any Employee becomes
an Eligible Employee during a Supplemental Plan Year, he may elect to become an
Active Participant prior to the end of the thirty (30) day period following the
date he becomes an Eligible Employee by completing a Salary Reduction Agreement
with respect to future Salary.  Notwithstanding
the foregoing, an Eligible Employee who is on disability leave from an Employer
and is receiving long-term disability benefits from a plan sponsored by the
Employer, may elect to become an Active Participant prior to the end of the
thirty (30) day period following the date his disability leave ends, provided
he is an Eligible Employee when his disability leave ends.  The Participant’s enrollment application
shall evidence the Participant’s agreement to the terms of the Plan and include
either one or two Salary Reduction Agreements. 
One Salary Reduction Agreement (the “415 Agreement”) may authorize the
Employer to reduce the Participant’s Recognizable Salary Per Pay Period after
the Code Section 415(c)(1)(A) limit has been reached in a Supplemental Plan
Year with respect to the Savings Plan by a percentage of the Participant’s
Recognizable Salary Per Pay Period, in whole percentages, up to sixteen percent
(16%).  The other Salary Reduction
Agreement (the “401(a)(17) Agreement”) may authorize the Employer to reduce the
Participant’s Excess Salary Per Pay Period after the Recognizable Salary limit
has been reached in a Supplemental Plan Year, by a percentage of the Participant’s
Excess Salary Per Pay Period, in whole percentages.


 


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(c)           A Participant may terminate his
election with regard to his future Salary as of the beginning of the next Pay
Period in accordance with the procedures established by the Committee.  In the event a Participant terminates either
his 415 Agreement or 401(a)(17) Agreement pursuant to this Section 2( c), the
other Salary Reduction Agreement shall be deemed terminated and the Participant
shall not again be permitted to be an Active Participant for purposes of Plan
A, Plan B or Plan C, until the later of (i) the first day of the first Pay
Period following the six (6) month period commencing on the effective date of
the Participant’s election to terminate his 415 Agreement or 401(a)(17)
Agreement, or (ii) the first day of the first Pay Period in the Supplemental
Plan Year next commencing after the effective date of the Participant’s election
to terminate his 415 Agreement or 401(a)(17) Agreement, provided the
Participant is still an Eligible Employee. 
Except as set forth above, no changes in Salary Reduction Agreements may
be made in any Supplemental Plan Year to which such Salary Reduction Agreements
relate.


(d)           Notwithstanding any provision herein
to the contrary, no Employee who has waived participation in the Plan under any
individual compensation, retirement or other agreement, shall be eligible to
become a Participant hereunder.  The
Employer shall be entitled to reduce the reduction percentage elected by a
Participant in his 415 Agreement or 401(a)(17) Agreement to the extent
necessary to withhold on the Participant’s Salary for tax purposes, including,
without limitation, federal, state, and local taxation, to make employee
contributions to any employee benefit plan maintained by the Employer on behalf
of the Participant, to comply with any order issued by a court or other
administrative entity with competent jurisdiction and authority, or to make
employee contributions to any other payroll deduction program.


(e)           A Participant shall cease to be an
Active Participant with regard to a Supplemental Plan Year of a Plan if he is
not or ceases to be an Eligible Employee with regard to said Plan.  A Participant’s classification as an Eligible
Employee shall be made anew for each Supplemental Plan Year and new Salary
Reduction Agreements must be made for each Supplemental Plan Year.


3.             Contributions and Amount of Supplemental Benefits.


 


(a)           (A)          The
Employer shall make a book entry contribution to the Supplemental Account in
Plan A of each Active Participant in Plan A as of the last day of each Pay Period
in an amount equal to a percentage of the Participant’s Recognizable Salary Per
Pay Period after the Code Section 415(c)(1)(A) limit has been reached in a
Supplemental Plan Year equal to the lesser of (i) the percentage of
Recognizable Salary Per Pay Period designated by such Participant in his 415
Agreement and (ii) the percentage of Recognizable Salary Per Pay Period equal
to the average percentage of the portion of Recognizable Salary during the
Supplemental Plan Year earned prior to reaching the Code Section 415(c)(1)(A)
limit that the Participant contributed on a pre-tax or after-tax basis to the
Savings Plan during said Supplemental Plan Year.  For purposes of Plan A, an Eligible Employee’s
415 Agreement will not be operative until the Eligible Employee has reached the
Code Section 415(c)(1)(A) limit in the Savings Plan in a Supplemental Plan
Year.


(B)           The Employer shall make a book entry
contribution to the Supplemental Account in Plan B of each Active Participant
in Plan B as of the last day of each Pay Period in an amount equal to a percentage
of the Participant’s


 


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Excess Salary Per Pay
Period, which percentage shall be the lesser of:  (i) the average percentage of Recognizable
Salary contributed during the Supplemental Plan Year to the Savings Plan either
on a pre-tax or after-tax basis; or (ii) the percentage of Excess Salary the
Participant has elected to defer hereunder pursuant to his applicable Salary
Reduction Agreement.  For purposes of
Plan B, an Eligible Employee’s 401(a)(17) Agreement will not be operative until
the Eligible Employee has reached the Recognizable Salary limit in a Supplemental
Plan Year.


(C)           The Employer shall make a book entry
contribution to the Supplemental Account in Plan C of each Active Participant
in Plan C as of the last day of each Pay Period in an amount equal to (i) the
sum of the amounts deferred under the 415 Agreement for such Pay Period and the
amounts deferred under the 401(a)(17) Agreement for such Pay Period less (ii)
the amounts allocated to Plan A and Plan B pursuant to Section 3(a)(A) and
3(a)(B) respectively, for such Pay Period.


(b)           The Participant’s Salary shall be
reduced each Pay Period by the amount specified in such Salary Reduction
Agreements on a pre-tax basis.  All
salary reduction contributions made to the Plan on behalf of a Participant
shall be based on the Participant’s Salary Reduction Agreements described in
Section 2(a) above.


(c)           As of the last day of each Pay
Period, the Employer shall make a book entry contribution to the Supplemental
Accounts of each Active Participant in Plan A, Plan B, and Plan C, for whom a
book entry contribution has been made hereunder pursuant to Section 3(a) above,
in an amount equal to the same matching percentage as the Exchange Matching
Contributions under the Savings Plan for the relevant Pay Period (the “Match”),
up to the same percentage limit on Salary as provided under the Savings Plan
(the “Match Percentage Limit”), whether or not the Participant participates in
the Savings Plan.  To the extent the
Match Percentage Limit is not exceeded, the Match, to the extent available,
shall be made to the Active Participant’s Supplemental Accounts in the following
order of priority:  Plan A; Plan B and
then Plan C; provided, that, if a Participant is only an Active Participant in
Plan C, the Match to the extent available shall be made to Plan C.  In the event a Participant terminates his
Salary Reduction Agreement or is suspended from being an Active Participant in
the Plan pursuant to Section 6 herein, the Employer shall discontinue making
book entry contributions of the Match until Salary reductions pursuant to a Salary
Reduction Agreement resume.


(d)           A Participant’s Supplemental Benefits
shall be fully vested at all times and shall consist of the balance in his
Supplemental Accounts, including Earnings thereon.  Earnings shall be credited to a Participant’s
Supplemental Accounts as provided in Section 4 below.


(e)           Effective as of August 1, 1997, the
Supplemental Account of each Participant that is attributable to a book entry
contribution made before August 1, 1997 shall be entered as a book entry
contribution to Plan B.


(f)            Notwithstanding anything herein, if
a Participant receives a hardship withdrawal under the Savings Plan for CODA
Contributions or a Hardship withdrawal hereunder, all Salary reductions
hereunder shall cease for the suspension period required under the terms of the
Savings Plan or hereunder, as the case may be. 
Immediately following such suspension period, Salary reductions
hereunder (and corresponding book entry contributions) shall resume only if the
Participant is then an Eligible Employee and has entered into a new Salary Reduction
Agreement.


 


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4.             Measurement
of Earnings.


 


(a)           Effective as of August 1, 1997, the
Committee may designate alternatives for the measuring of Earnings on a
Participant’s Supplemental Accounts from time to time.  The Committee may designate additional
measuring alternatives, withdraw measuring alternatives, or change the
designation of measuring alternatives as of the beginning of any calendar
month, or at such other times as it may determine, in its sole discretion.  One alternative shall be based on a money
market type fund which alternative shall be the default alternative if a Participant
fails to timely elect another alternative. 
The Committee shall credit the balance in the Participant’s Supplemental
Accounts as of the last business day of each calendar month, or such other
dates as are selected by the Committee in its sole discretion, with Earnings
(including gains or losses, whether or not realized, in the value of the
measuring alternative) from the last business day of the prior calendar month,
or such other dates as are determined by the Committee, at a rate equal to the
performance of the measuring alternatives selected by the Participant (in accordance
with Section 4(b) below) for the calendar month (or such other applicable
period) to which such selection relates. 
The crediting of an Earnings factor shall occur so long as there is a
balance in the Participant’s Supplemental Accounts with respect to Supplemental
Benefits that are to be paid on the last business day of a month.  Earnings shall be credited to the
Supplemental Accounts from which such Supplemental Benefits are to be paid
before determining the amount to be paid on such day.


(b)           Upon the later of (i) electing to
become a Participant in the Plan or (ii) August 1, 1997, a Participant shall
select in writing, on a form prescribed by the Committee, from among the
measuring alternatives available under the Plan, if any, for the measuring of
Earnings on such Participant’s Supplemental Accounts.  A Participant may change the selection of his
measuring alternatives for the measuring of Earnings on future amounts credited
to his Supplemental Accounts as of the beginning of the following 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.  A Participant may transfer funds “invested”
for measuring purposes in accordance with the Participant’s elected measuring
alternatives to differing measuring alternatives as of the beginning of the
following calendar month (or at such other times as prescribed by the
Committee, in its sole discretion), subject to such notice and other
administrative procedures as established by the Committee.  Allocation of funds among Plan A, Plan B and
Plan C to the Participant’s selected measuring alternatives shall be made
pro-rata in accordance with the rules established by the Committee.


(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.


(d)           Prior to August l, 1997, Earnings
shall be credited to each Participant’s Supplemental Accounts as of the last
business day of each month, at a rate equal to the rate of interest earned by
the NYSE on its Working Capital Fund during such month.  Such interest shall be credited on the
Supplemental Benefits in such Supplemental Account as of 


 


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the close of the last
business day of the preceding month.  Notwithstanding
the foregoing, no Earnings shall be credited to any Participant’s Supplemental
Accounts with respect to any month unless Supplemental Benefits remain credited
to such Supplemental Accounts on the last business day of such month.  With respect to Supplemental Benefits that
are to be paid on the last business day of a month, Earnings shall be credited
to the Supplemental Accounts from which such Supplemental Benefits are to be
paid before determining the amount to be paid on such day.


5.             Payment
of Supplemental Benefits.


 


(a)           Upon a Participant’s initial election
to become an Active Participant hereunder, he may make elections to receive his
Supplemental Benefits from each or all of Plan A, Plan B or Plan C 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.  Notwithstanding
the foregoing, the form and timing of payment of Supplemental Benefits from
Plan A and Plan B must be identical.  The
Supplemental Accounts 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 or an election with respect to the timing
of payment(s), Supplemental Benefits shall be paid to him in a single lump sum
as soon as administratively feasible following his Termination of Employment
(other than by reason of the Participant’s death).  Allocation of withdrawals among the Plan A,
Plan B and Plan C shall be made in accordance with the rules established by the
Committee.


(b)           Notwithstanding Section 5(a), 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 (l) year prior to his
Termination of Employment, to receive his Supplemental 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. 
A Participant may change his election regarding the timing and form of
the payment of his Supplemental Benefits or revoke any previous election, by
filing the prescribed form(s) with the Committee, at least one (1) year prior
to the Participant’s Termination of Employment. 
Notwithstanding the foregoing, each Employee who is (i) a Participant on
August 1, 1997 or (ii) elects to become an Active Participant in the Plan after
August 1, 1997, shall be entitled to make an initial election regarding the
timing and form of payment of his Supplemental Benefits, 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 August 1, 1997 or the date the
Employee first becomes a Participant.


(c)           If a Participant dies prior to
receiving his total Supplemental Benefits, the unpaid portion of such
Supplemental 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, subject to Section 5(d) below, 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 his


 


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Supplemental 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 who is a
Participant on August 1, 1997 or each Eligible Employee who shall become an
Active Participant thereafter, shall be binding if filed with the Committee
prior to the end of the thirty (30) day period commencing on the later of
August 1, 1997 or the date the Employee first becomes a Participant.


(d)           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.


6.             Hardship
Withdrawals.


 


(a)           The Human Resources Policy and
Compensation Committee of the Board, in its sole discretion, may approve a
distribution to a Participant prior to his Termination of Employment due to the
Participant’s Hardship, upon the Participant’s request.  Such a distribution shall be made first from
Plan C, and to the extent the funds held under Plan C are insufficient, from
Plan B, and to the extent the funds held under Plan B are insufficient, from
Plan A.  The Employer shall make book
entries to the Participant’s Supplemental Accounts in Plan C, Plan B and/or
Plan A to reduce such Participant’s Supplemental Accounts.  For the purposes of this Section 6, a
Participant shall experience a “Hardship” if, and only if, such Participant
experiences an immediate and heavy financial need (as defined in (b) below) and
the withdrawal is necessary to satisfy the financial need of the Participant
(as defined in (c) below).  The
Supplemental Accounts of a Participant who takes a withdrawal pursuant to this
Section 6 shall not be credited with book entry contributions hereunder and no
reduction shall be made from the Participant’s Salary for a suspension period
which shall commence with respect to the Pay Period which follows the Pay
Period which includes the date of such withdrawal, and shall continue for a
total of twenty-seven (27) Pay Periods, in the case of biweekly paid Participants,
and thirteen (13) Pay Periods, in the case of monthly paid Participants.  Salary reductions (and corresponding book entry
contributions) under the Plan with respect to the Participant shall recommence
as of the first Pay Period which commences following the expiration of the
suspension period, provided the Participant is then an Eligible Employee and has
entered into a new Salary Reduction Agreement.


(b)           A Participant will be deemed to
experience a Hardship if, and only if, he needs the withdrawal for one of the
following reasons:


(i)            to pay for expenses
for medical care described in Code Section 213(d) previously incurred by the
Participant, the Participant’s spouse, or any dependents of the Participant, or
necessary for these persons to obtain medical care described in Code Section
213(d);


 


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(ii)           to pay costs
directly related to the purchase of a principal residence for the Participant
(excluding mortgage payments);


(iii)          to pay tuition and
related educational fees for the next twelve (12) months of post-secondary
education for the Participant, or the Participant’s spouse, children or
dependents;


(iv)          to pay amounts
necessary to prevent the eviction of the Participant from the Participant’s
principal residence or foreclosure on the mortgage of that residence.


(c)           A withdrawal will be deemed necessary
to satisfy the financial need of a Participant if, and only if:


(i)            The withdrawal is
not in excess of the amount of the immediate and heavy financial need of the
Participant.  The amount of an immediate
and heavy financial need may include any amounts necessary to pay any federal,
state or local income taxes or penalties reasonably anticipated to result from
the distribution.


(ii)           The Participant has
obtained all distributions, other than hardship distributions of CODA
Contributions under the Savings Plan, currently available under all plans
maintained by the Employer.  Notwithstanding
the foregoing, if the Internal Revenue Service issues a determination letter
regarding the qualification under the Section 401(a) of the Code for the
Savings Plan (or an amendment to the Savings Plan) where the Savings Plan (or
an amendment thereto) provides, or has the effect, that a Participant in the
Savings Plan may request hardship distributions of CODA Contributions prior to
making a request for a withdrawal under this Plan on account of Hardship, then
a withdrawal under Section 6 will be deemed necessary to satisfy the financial
need of a Participant only if the Participant has obtained all distributions,
including hardship distributions of CODA Contributions under the Savings Plan,
currently available under all plans maintained by the Employer.


(iii)          The Participant has
provided documentation to the Committee that he has a reasonable financial need
for the withdrawal.


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.


 


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(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
with regard to Plan B and Plan C complies with the 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 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 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.


8.             Construction
of Plan.


 


(a)           This Plan is “unfunded” and Supplemental
Benefits payable hereunder shall be paid by the Employer out of its general
assets.  Participants and their
designated Beneficiaries shall not have any interest in any specific asset of
the Employer 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
designated 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 applicable Employer
and no person other than the applicable Employer 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 any Employer under this Plan, such right shall
be no greater than the right of any unsecured general creditor of the Employer.  The Employer may, in its sole discretion,
establish a “rabbi trust” to pay Supplemental Benefits hereunder.


(b)           Each Employer shall be liable for the
obligations hereunder only with respect to deferrals, Match and Earnings
thereon, attributable to each Participant’s Salary paid by such Employer, and
not with respect to the deferrals 


 


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paid by any other
Employer.  Any amounts paid by an
Employer for another Employer to a Participant shall be deemed merely an
accommodation and administrative convenience and not an acknowledgment in any
manner of any liability for the obligations of such other Employer.


(c)           All expenses incurred in
administering the Plan shall be paid by the Employer.


9.             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.


10.          Payment
Not Salary.


 


Any Supplemental Benefits
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.


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 each Employer may reasonably determine it should withhold
based on applicable law or regulations.


13.          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 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 shall be released from any liability imposed herein and shall have no
obligation to provide any benefits payable hereunder.


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.


 


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15.          Governing
Law.


 


To the extent legally
required, the Code shall govern Plan A and the Code and Parts 1 and 5 of Title
I of ERISA shall govern Plan B and Plan C, 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 applicable Plan to comply therewith.  To the extent not governed by the Code and
Parts 1 and 5 of Title I of ERISA, the Plans 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 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 at any time, in which case it shall be deemed to maintain a
separate plan for Participants who are its employees identical to this Plan
except that such Employer shall be deemed to be the “NYSE” for all purposes.  No amendment, termination or withdrawal shall
reduce or terminate the then vested benefit of any Participant or Beneficiary.  Upon an amendment, termination or withdrawal,
the Employer shall not be required to distribute a Participant’s accrued Supplemental
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 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 arrangements
as it deems desirable, and such arrangements may be either generally applicable
or limited in application.


18.          Non-Employment.


 


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


19.          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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20.          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.


21.          Interpretation
of the Plan;  Securities Requirements.


 


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.  The Committee may impose such rules designed
to facilitate compliance with the securities laws.  To the extent required by applicable law,
this Plan is intended to comply with, and shall be subject to the limitations
of Rule 701 under the Securities Act of 1933 and/or the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933.  The Committee shall have the authority to suspend
the Plan and take any action necessary, including revoking Participants’ Salary
Reduction Agreements, prospectively and/or retroactively, to ensure that the
Plan complies with Federal and state securities laws, including to the extent
applicable, the limitations of Section 4(2) and Rule 701 under the Securities
Act of 1933 and/or Section 4(2) of the Securities Act of 1933.


22.          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 1st day of August, 1997.


	
   

  	
  NEW
  YORK STOCK EXCHANGE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ FRANK Z.
  ASHEN

  
	
   

  	
  Title:

  	
  SVP

  



 


 


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