Exhibit
10.27


 


TRUST UNDER


THE NEW YORK STOCK EXCHANGE, INC. SUPPLEMENTAL EXECUTIVE


RETIREMENT PLAN


This AGREEMENT, made this 18th day of
March, 1998, by and between The 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 New York
Stock Exchange, Inc. Supplemental Executive Retirement Plan (the “Plan”);


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


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 Plan participants and their beneficiaries in such manner
and at such times as specified in the Plan;


WHEREAS, it is the intention of the parties that
this Trust shall constitute an unfunded arrangement and shall not affect the
status of the Plan as an unfunded plan 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 Plan;


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


 


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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 Plan participant (and his or her beneficiaries), 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 Plan 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 Plan participant
or his or her beneficiaries to benefits under the 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 Plan 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


 


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makes payments 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.  In addition, if the Trust
Fund is not sufficient to make payments of benefits in accordance with the
terms of the Plan, Company shall make the balance of each such payment as it
falls due.  Trustee shall notify Company
where the Trust Fund is not sufficient.


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


(a)           Trustee shall cease payment of
benefits to Plan 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, 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 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
Plan participants or their beneficiaries.


 


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(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 Plan
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
Plan participants or their beneficiaries to pursue their rights as general
creditors of Company with respect to benefits due under the Plan or otherwise.


(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 the Trust Fund, 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 Plan participants or their
beneficiaries under the terms of the Plan for the period of such
discontinuance, less the aggregate amount of any


 


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payments made to Plan 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 Plan participants and their beneficiaries pursuant to the terms of
the 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
Plan participants.


(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.  The Trustee shall invest and
reinvest the Trust Fund, in its discretion, taking, to the extent the Trustee
deems advisable and prudent, into account, written or telephonic instructions,
if any, received from Company.


 


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(c)           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.


(d)           The Company will indemnify the
Trustee for liability to any party resulting from the Trustee acting without
question on the direction of the Company, and for liability to any party
resulting from the exercise of investment discretion in the absence of
investment direction from the Company as to all or a portion of the Trust,
unless such actions are contrary to the express provisions of this Trust
Agreement or are the result of the Trustee’s negligence or willful misconduct
or are illegal, incorrect or otherwise violates any applicable law or conflict
with the terms of the Plan.


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,


 


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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.


(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 the Trust Fund, and of the income, gains and losses of the
investments of the Trust Funds share of any fees, compensation, taxes and
expenses of the Trust Fund allocated to such Account during such 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 Plan or this Trust
and is given in writing by Company.  In
the event of a dispute between Company and a party, 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


 


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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 apply with respect to any dispute
between the parties to this Trust Agreement. 
If Company does not directly pay such costs, expenses and 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 the Trustee,
which approval shall not be unreasonably withheld.  The Trustee shall have the right to retain
its own counsel at its 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 


 


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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 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 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 the Trustee, which approval shall not be
unreasonably withheld.  The Trustee shall
have the right to retain its own counsel at its expense


 


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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) unless the Company
provided that 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
A.  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.


 


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(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
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 either 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.


 


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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 Plan or make the Trust revocable
after it has become irrevocable in accordance with Section 1(b) hereof.


(b)           The Trust shall not terminate until
the date on which Plan participants and their beneficiaries are no longer entitled
to benefits pursuant to the terms of the Plan. 
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 the
Plan, Company may terminate this Trust prior to the time all benefit payments
under the Plan 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 Plan participants
and 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.


 


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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 obligations under the Plans) as a
result of 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 the Plan.  The Trustee agrees
that, if requested by the Company and an additional entity, separate trust
agreements will be entered into between such other entities and the Trustee
which will be the same or substantially similar to this Trust Agreement.


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. ASHON

  
	
   

  	
  Title: Sr. Vice President
  Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
  VANGUARD FIDUCIARY TRUST
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   /s/ [Illegible]

  	
   

  	
  By:

  	
  /s/ [Illegible]

  
	
   

  	
  Title: Vice President - Legal

  



 


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