Exhibit
10.33


TRUST UNDER


THE NEW YORK STOCK EXCHANGE, INC. SUPPLEMENTAL


EXECUTIVE BENEFIT PLANS


This AGREEMENT, made this 18th day of
March, 1998, by and between New York Stock Exchange, Inc., a New York
corporation (“Company”), and Vanguard Fiduciary Trust Company, a trust company
incorporated under Chapter 10 of the Pennsylvania Banking Code (“Trustee”).


W I T N E
S S E T H:


WHEREAS, the Company has adopted the plans listed
in Exhibit A, attached hereto (each individually referred to herein as a “Plan”
and collectively as the “Plans”);


WHEREAS, Company has incurred or expects to incur
liability under the terms of such Plans with respect to the individuals
participating in such Plans;


WHEREAS, Company wishes to establish a trust
(hereinafter called “Trust”) and to contribute to the Trust assets that shall
be held therein together with income thereon (the “Trust Fund”), subject to the
claims of Company’s creditors in the event of Company’s Insolvency, as herein
defined, until paid to the participants in the Plans (the “Participants”) and
their beneficiaries in such manner and at such times as specified in the Plans;


WHEREAS, it is the intention of the parties that
this Trust shall constitute an unfunded arrangement and shall not affect the
status of the Plans as unfunded plans maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended;


 

















 


WHEREAS, it is the intention of Company to make
contributions to the Trust to provide itself with a source of funds to assist
it in the meeting of its liabilities under the Plans;


NOW, THEREFORE, the parties do hereby establish
the Trust and agree that the Trust shall be comprised, held and disposed of as
follows;


SECTION 1.                Establishment
of Trust.


(a)           The Company shall initially deposit
amounts with Trustee in trust which shall become the principal of the Trust to
be held, administered and disposed of by Trustee as provided in this Trust
Agreement.


(b)           The Trust hereby established shall be
irrevocable.


(c)           The Trust is intended to be a grantor
trust, of which Company is the grantor, within the meaning of subpart E, part
I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly.


(d)           The Trust Fund shall be held separate
and apart from other funds of Company and shall be used exclusively for the
uses and purposes of Plan Participants, their beneficiaries and general
creditors as herein set forth. 
Participants and their beneficiaries shall have no preferred claim on,
or any beneficial ownership interest in, any assets of the Trust.  Any rights created under the Plans and this
Trust Agreement shall be mere unsecured contractual rights of Participants and
their beneficiaries against Company.  Any
assets held by the Trust will be subject to the claims of Company’s general
creditors under federal and state law in the event of insolvency, as defined in
Section 3(a) herein.


(e)           Company, in its sole discretion, may
at any time, or from time to time, make additional deposits of cash or other
property in trust with Trustee to augment the principal


 


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to be held, administered and disposed of by
Trustee as provided in this Trust Agreement. 
Neither Trustee nor any Participant or beneficiary shall have any right
to compel such additional deposits.


SECTION 2.                Payments
to Plan Participants and Their Beneficiaries.


(a)           Company shall deliver to Trustee a
schedule (the “Payment Schedule”) that indicates the amounts payable in respect
of each Participant (and his or her beneficiaries for each Plan), that provides
a formula or other instructions acceptable to Trustee for determining the
amounts so payable from or under the Trust, the form in which such amount is to
be paid (as provided for or available under the Plan), and the time of
commencement for payment of such amounts. 
Except as otherwise provided herein, Trustee shall make payments to the
Participants and their beneficiaries in accordance with such Payment
Schedule.  The Trustee shall make provision
for the reporting and withholding of any federal, state or local taxes that may
be required to be withheld with respect to the payment of benefits pursuant to
the terms of the Plan and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and
paid by Company.


(b)           The entitlement of a Participant or
his or her beneficiaries to benefits under a Plan shall be determined by
Company or such party as it shall designate under the Plan, and any claim for
such benefits shall be considered and reviewed under the procedures set out in
the Plan.


(c)           Company may make payment of benefits
directly to all or some Participants or their beneficiaries as they become due
under the terms of the Plan. Company shall notify Trustee of its decision to
make payment of benefits directly prior to the time amounts are payable to
participants or their beneficiaries.  In
the event that the Company makes payments


 


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of benefits directly to a Participant or
beneficiaries, the Company may direct the Trustee to reduce the Participant’s
benefits by the amount paid directly to, or with respect to, the Participant
and treat such amount as an amount contributed pursuant to Section 1(e) and
shall, upon request by the Company, reimburse the Company from the Trust Fund
an amount equal to the amount of the benefits paid directly to the Participant.


(d)           A separate account shall be
established hereunder for each Participant with respect to each of the Plans (“Account”).  Such Account is intended to constitute a
separate share under Section 663(c) of the Code and the regulations
thereunder.  Company shall indicate to
Trustee in writing what portion of each contribution to the Trust is to be
allocated to the Account of each Participant.


(e)           In addition, if an account is not
sufficient to make payments of benefits in accordance with the terms of the
Plans, Company shall make the balance of each such payment as it falls
due.  Trustee shall notify Company where
principal and earnings are not sufficient.


(f)            In the event that the Company makes
payment of benefits directly to a Participant, the Company may direct the
Trustee to reduce the Participant’s Account by the amount paid directly to the
Participant and treat such amount as an amount contributed pursuant to Section
1(e).


SECTION 3.                Trustee
Responsibility Regarding Payments to Trust Beneficiary When Company is
Insolvent.


(a)           Trustee shall cease payment of
benefits to Participants and their beneficiaries if the Company is
Insolvent.  Company shall be considered “Insolvent”
for purposes of this Trust Agreement if (i) Company is unable to pay its debts
as they become due,


 


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or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.


(b)           At all times during the continuance
of this Trust, as provided in Section 1(d) hereof, the Trust Fund shall be
subject to claims of general creditors of Company under federal and state law
as set forth below.


(1)           The Board of Directors and the Chief
Executive Officer of Company shall have the duty to inform Trustee in writing
of Company’s Insolvency.  If a person
claiming to be a creditor of Company alleges in writing to Trustee that Company
has become Insolvent, Trustee shall determine whether Company is Insolvent and,
pending such determination, Trustee shall discontinue payment of benefits to
Participants or their beneficiaries.


(2)           Unless Trustee has actual knowledge
of Company’s Insolvency, or has received notice from Company or a person
claiming to be a creditor alleging that Company is Insolvent, Trustee shall
have no duty to inquire whether Company is Insolvent.  Trustee may in all events rely on such
evidence concerning Company’s solvency as may be furnished to Trustee and that
provides Trustee with a reasonable basis for making a determination concerning
Company’s solvency.


(3)           If at any time Trustee has determined
that Company is Insolvent, the Trustee shall discontinue payments to
Participants or their beneficiaries and shall hold the assets of the Trust for
the benefit of Company’s general creditors. 
Nothing in this Trust Agreement shall in any way diminish any rights of
Participants or their beneficiaries to pursue their rights as general creditors
of Company with respect to benefits due under the Plan or otherwise.


 


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(4)           Trustee shall resume the payment of
benefits to Plan participants or beneficiaries in accordance with Section 2 of
this Trust Agreement only after Trustee has determined that Company is not
Insolvent (or is no longer Insolvent).


(c)           To the extent that there are
sufficient assets in a Participant’s account, if Trustee discontinues the
payment of benefits from the Trust pursuant to subsection 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to
Participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to
Participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.


SECTION 4.                Payments
to Company.


Except as provided in Sections 2 or 3 hereof, the
Company shall have no right or power to direct Trustee to return to Company or
to divert to others any of the Trust assets before all payments of benefits
have been made to Participants and their beneficiaries with respect to a Plan
pursuant to the terms of such Plan.


SECTION 5.                Investment
Authority.


(a)           In no event may Trustee invest in
securities (including stock or rights to acquire stock) or obligations issued
by Company, other than a de minimis amount held in common investment vehicles
in which Trustee invests.  All rights
associated with assets of the Trust shall be exercised by Trustee or the person
designated by Trustee, and shall in no event be exercisable by or rest with
Participants.


 


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(b)           The Trust Fund shall be invested by
the Trustee, in its discretion, among any of the regulated investment companies
maintained by The Vanguard Group, Inc. which have been previously designated as
investment fund alternatives by Company (the “Investment Funds”) which are
listed on Appendix A of this Trust Agreement and such other regulated investment
companies which Company may, from time to time, designate in writing, in its
sole discretion, as investment fund alternatives under this Trust Agreement.


(c)           Notwithstanding the provisions of
Section 4(b), Trustee shall invest the Trust Fund as a separate fund for each
Account under the Plans.  The Trustee
shall invest and reinvest each Account, in its discretion, taking, to the
extent the Trustee deems advisable and prudent, into account, written or
telephonic instructions, if any, received from Company or, to the extent
permitted by Company and the applicable Plan, the written or telephone
instructions for deemed investment purposes from each Participant.


(d)           Company shall have the right at any
time, and from time to time in its sole discretion, to substitute assets of
equal fair market value for any asset held by the Trust.  This right is exercisable by Company in a
nonfiduciary capacity without the approval or consent of any person in a
fiduciary capacity.


(e)           Subject to Section 9 hereof, the
Account of each Participant under each of the Plans shall be valued by the
Trustee at least on a monthly basis and shall be credited with all income,
gains and losses of the investments of such Account and such Account’s
allocable share of all fees, compensation, taxes and expenses of the Trust
since the prior valuation date in the proportion that the Account of each
Participant as of the prior valuation date bears to the Accounts of all
Participants under the Trust as of such prior valuation date.


 


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(f)            The Company will indemnify the
Trustee for liability to any party resulting from the Trustee acting without
question on the direction of the Company, unless such actions are contrary to
the express provisions of this Trust Agreement, are the result of the Trustee’s
negligence or willful misconduct or are illegal, incorrect, or otherwise
violates any applicable law or conflicts with the terms of the Plans.


SECTION 6.                Disposition
of Income.


During the term of the Trust, all income received
by the Trust, net of expenses and taxes, shall be accumulated and reinvested.


SECTION 7.                Accounting
by Trustee.


(a)           Trustee shall keep accurate and
detailed records of all investments, receipts, disbursements, and all other
transactions required to be made, including such specific records as shall be
agreed upon in writing between Company and Trustee.  Within ninety (90) days following the close
of each calendar year and within ninety (90) days after the removal or resignation
of Trustee, Trustee shall deliver to Company a written account of its
administration of the Trust during such year or during the period from the
close of the last preceding year to the date of such removal or resignation,
setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all securities and investments
purchased and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and showing all
cash, securities and other property held in the Trust at the end of such year
or as of the date of such removal or resignation, as the case may be.


 


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(b)           As soon as administratively
practicable following the last day of a calendar quarter, but in no event later
than the last business day of the subsequent calendar quarter, Trustee shall
provide Company with a report of the assets of each Account within the Trust
Fund, and of the income, gains and losses of the investments of said Account
and such Account’s share of any fees, compensation, taxes and expenses of the
Trust Fund allocated to such Account since the last business day of the prior
calendar quarter.


SECTION 8.                Responsibility
of Trustee.


(a)           Trustee shall act with the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent person acting in like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims, provided,
however, that Trustee shall incur no liability to any person for any action
taken pursuant to a direction, request or approval given by Company which is
contemplated by, and in conformity with, the terms of the Plans or this Trust
and is given in writing by Company.  In
the event of a dispute between Company and a Participant or beneficiary,
Trustee may apply to a court of competent jurisdiction to resolve the dispute.


(b)           If Trustee undertakes or defends any
litigation arising in connection with this Trust, Company agrees to indemnify
Trustee against Trustee’s costs, expenses and liabilities (including, without
limitation, attorneys’ fees and expenses) relating thereto and to be primarily
liable for such payments, except as a result of the Trustee’s acts or omissions
constituting negligence, bad faith, fraud or willful misconduct or a breach of
the Trustee’s fiduciary responsibility under applicable law, or any provision
of this Trust Agreement and provided, however, that the foregoing indemnity
shall not directly apply with respect to any dispute between the parties to
this Trust Agreement.  If Company does
not pay such costs, expenses and


 


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liabilities to the extent to which it is obligated
pursuant to the foregoing sentence in a reasonably timely manner, Trustee may
obtain payment from the Trust.  Anything
hereinabove to the contrary notwithstanding, any obligation of Company to
indemnify and hold harmless the Trustee shall be expressly conditioned on the
Trustee giving prior written notice to Company of any such liability and of
each substantial development with respect thereto and the Trustee giving
Company an opportunity to defend or settle the same by counsel selected by Company
and approved by Trustee (which approval shall not be unreasonably
withheld).  The Trustee shall have the
right to retain its own counsel at its own expense in any such proceeding if it
deems, in its reasonable judgment, its interests and Company’s to be
sufficiently in conflict that they could not be represented by the same
counsel.


(c)           Trustee may consult with legal
counsel (who may also be counsel for Company generally) with respect to any of
its duties or obligations hereunder.


(d)           Trustee may hire agents, accountants,
actuaries, investment advisors, financial consultants or other professionals to
assist it in performing any of its duties or obligations hereunder.


(e)           Trustee shall have, without
exclusion, all powers conferred on Trustees by applicable law, unless expressly
provided otherwise herein, provided, however, that if an insurance policy is
held as an asset of the Trust, Trustee shall have no power to name a
beneficiary of the policy other than the Trust, to assign the policy (as
distinct from conversion of the policy to a different form) other than to a
successor Trustee, or to loan to any person the proceeds of any borrowing
against such policy.


(f)            Notwithstanding any powers granted
to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall
not have any power that could give this Trust the


 


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objective of carrying on a business and dividing
the gains therefrom, within the meaning of section 301.7701-2 of the Procedure
and Administrative Regulations promulgated pursuant to the Internal Revenue
Code.


(g)           Except as provided in Section 14,
unless resulting from the Trustee’s negligence, willful misconduct, lack of
good faith, or breach of its duties under this Agreement, the Company shall
indemnify and save harmless the Trustee from, against, for and in respect of
any and all damages, losses, obligations, liabilities, liens, deficiencies,
costs and expenses, including without limitation, reasonable attorney’s fees
incident to any suit, action, investigation, claim or proceedings suffered,
sustained, incurred or required to be paid by the Trustee in connection with
the Plan or this Agreement, provided, however, that the foregoing indemnity
shall not apply with respect to any dispute between the parties to this Trust
Agreement.  If Company does not directly
pay such costs, expenses and liabilities for which it is liable hereunder in a
reasonably timely manner, Trustee may obtain payment from the Trust.  Anything hereinabove to the contrary notwithstanding,
any obligation of Company to indemnify and hold harmless the Trustee shall be
expressly conditioned on the Trustee giving prior written notice to Company of
any such liability and of each substantial development with respect thereto and
the Trustee giving Company an opportunity to defend or settle the same by
counsel selected by Company and approved by Trustee (which approval shall not
be unreasonably withheld).  The Trustee
shall have the right to retain its own counsel at its own expense in any such
proceeding if it deems, in its reasonable judgment, its interests and Company’s
to be sufficiently in conflict that they could not be represented by the same
counsel.


(h)           Notwithstanding any other provision
to the contrary, the Company shall not be required to reimburse the Trustee for
any costs or expenses under Section 7(b), (c) or (d)


 


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unless the Company provided the Trustee with its
approval prior to the Trustee incurring such costs or expenses.


SECTION 9.                Compensation
and Expenses of Trustee.


Company may, in its sole discretion, pay all or a
portion of the administrative fees related to the maintenance of the Trust,
compensation or any other expenses assessed on the Trust Fund as agreed by
Company and the Trustee pursuant to a fee schedule attached hereto as Exhibit
B.  To the extent not so paid, fees and
expenses shall be paid from the Trust.


SECTION 10.              Resignation
and Removal of Trustee.


(a)           Trustee may resign at any time by written
notice to Company, which shall be effective forty-five (45) days after receipt
of such notice unless Company and Trustee agree otherwise.


(b)           Trustee may be removed by Company on
thirty (30) days notice or upon shorter notice accepted by Trustee.


(c)           Upon resignation or removal of
Trustee and appointment of a successor Trustee, all assets shall subsequently
be transferred to the successor Trustee. 
The transfer shall be completed within ninety (90) days after receipt of
notice of resignation, removal or transfer, unless Company extends the time
limit.


(d)           If Trustee resigns or is removed, a
successor shall be appointed, in accordance with Section 11 hereof, by the
effective date of resignation or removal under paragraphs (a) or (b) of this
section.  If no such appointment has been
made, Trustee may apply to a court of competent jurisdiction for appointment of
a successor or for instructions. All 


 


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reasonable expenses of Trustee in connection with
the proceeding shall be allowed as administrative expenses of the Trust.


SECTION 11.              Appointment
of Successor.


(a)           If Trustee resigns or is removed in
accordance with Section 10(a) or (b) hereof, Company may appoint any third
party, such as a bank trust department or other party that may be granted
corporate trustee powers under state law, as a successor to replace Trustee
upon resignation or removal.  The
appointment shall be effective when accepted in writing by the new trustee, who
shall have all of the rights and powers of the former Trustee, including
ownership rights in the Trust assets. 
The former Trustee shall execute any instrument necessary or reasonably
requested by Company or the successor trustee to evidence the transfer.


(b)           The successor trustee need not but
may, in the discretion of the successor trustee or Company examine the records
and acts of any prior trustee and may retain or dispose of existing Trust
assets, subject to Section 7 and 8 hereof. 
The successor trustee shall not be responsible for and Company shall
indemnify and defend the successor trustee from any claim or liability
resulting from any action or inaction of any prior trustee or from any other
past event or any condition existing at the time it becomes successor trustee.


SECTION 12.              Amendment
or Termination. 


(a)           This Trust Agreement may be amended
by a written instrument executed by Trustee and Company.  Notwithstanding the foregoing, no such
amendment shall conflict with the terms of the Plans or make the Trust
revocable after it has become irrevocable in accordance with Section 1(b)
hereof.


 


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(b)           The Trust shall not terminate until
the date on which Participants and their beneficiaries are no longer entitled
to benefits pursuant to the terms of each of the Plans.  Upon termination of the Trust any assets
remaining in the Trust shall be returned to Company.


(c)           Upon written approval of participants
or beneficiaries entitled to payment of benefits pursuant to the terms of each
of the Plans, Company may terminate this Trust prior to the time all benefit
payments under each of the Plans have been made.  All assets in the Trust at termination shall
be returned to Company.


SECTION 13.              Miscellaneous.


(a)           Any provision of this Trust Agreement
prohibited by law shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.


(b)           Benefits payable to Participants arid
their beneficiaries under this Trust Agreement may not be anticipated, assigned
(either at law or in equity), alienated, pledged, encumbered or subjected to
attachment, garnishment, levy, execution or other legal or equitable process.


(c)           This Trust Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.


SECTION
14.              Notwithstanding any other
provision to the contrary, the Trustee shall defend and hold the Company,
Participants and beneficiaries harmless from, and indemnify the Company,
Participants and beneficiaries against, any and all liability, loss, damages,
court costs or reasonable expenses (including reasonable attorneys’ fees and
disbursements) which the Company, Participants and beneficiaries incur or
suffer (including, without limitation, any


 


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obligations
under the Plans) as a result pf the Trust Assets becoming subject to
alienation, transfer, assignment, garnishment, execution or levy of any kind as
a result of the Trust Assets being treated as commingled with the assets of any
other entity, the Trust Assets being treated as being part of another trust of
any kind, or the Trust being treated as part of another trust of any kind.


SECTION 15.              Additional
Agreements. 


The parties contemplate that additional entities
may adopt one or more of the Plans.  The
Trustee agrees that, if requested by the Company and any additional entities,
separate trust agreement will be entered into between such other entities and
the Trustee which will be the same or substantially similar to this Trust.


SECTION 16.              Effective
Date.


The effective date of
this Trust Agreement shall be March 18, 1998.


IN WITNESS WHEREOF, this instrument has been
executed as of the day and year first above written. 


	
  ATTEST:

  	
  NEW YORK STOCK EXCHANGE,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ JAMES E. BUCK

  	
   

  	
  By:

  	
  /s/ FRANK Z. ASHEN

  
	
   

  	
  Title: 

  	
  Sr. Vice President Human
  Resources

  
	
   

  	
   

  
	
  ATTEST:

  	
  VANGUARD FIDUCIARY TRUST
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
   

  	
  By:

  	
  /s/

  
	
   

  	
  Title:

  	
  Vice President — Legal

  
	
   

  	
   

  
	
   

  	
   

  



 


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EXHIBIT A


1.                                       New York Stock Exchange,
Inc. Supplemental Executive Savings Plan, amended and restated August 1, 1997


2.                                       New York Stock Exchange,
Inc. Deferred Compensation Plan for Performance Awards, Effective August 1,
1997


3.                                       New York Stock Exchange,
Inc. ICP Deferral Plan, Effective December 1, 1997


4.                                       New York Stock Exchange,
Inc. Capital Accumulation Plan, Effective as of January 1, 1998


 


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