Exhibit
10.32


Execution
Copy


AMENDMENT NUMBER FOUR



TO THE



NEW YORK STOCK EXCHANGE, INC.

SUPPLEMENTAL EXECUTIVE SAYINGS
PLAN


WHEREAS, New York
Stock Exchange, Inc. (the “Exchange”) maintains the New York Stock Exchange,
Inc. Supplemental Executive Savings Plan, as amended (the “Plan”);


WHEREAS, the Exchange
may amend the Plan by action of its board of directors (the “Board”) or a
person designated by the Board; and


WHEREAS, the
undersigned officer has been duly authorized by the Board to amend the Plan; and


WHEREAS, the
undersigned officer, following consultation with the Board (or an appropriate
committee thereof) deems it advisable to amend the Plan.


NOW,
THEREFORE, pursuant to Section 16 of the Plan, the Plan is
hereby amended effective as of January 1, 2006, as follows:


1.                                       Section 3(d) of
the Plan is amended in its entirety to read as follows:


(d)           (A)          Subject
to the provisions of Section 3(d)(B) below, 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 Participants
Supplemental Accounts as provided in Section 4 below.


                (B)           Notwithstanding
the provisions of Section 3(d)(A) above, the portion of the balance in a Participant’s
Supplemental Accounts attributable to the Match (and earnings thereon) made on
behalf of any Participant who first commences employment with the Employer on
or after January 1, 2006 shall vest in accordance with the schedule set forth
below on the basis of the total whole number of “Years of Service” (as defined
below) completed by such Participant at the time of his Termination of
Employment.


 

















 


	
  Vesting Schedule

  	
   

  
	
  Years of Service

  	
   

  	
  Percentage Vested

  	
   

  
	
  One Year of Service

  	
   

  	
  20

  	
  %

  
	
  Two (2) Years of Service

  	
   

  	
  40

  	
  %

  
	
  Three (3) Years of Service

  	
   

  	
  60

  	
  %

  
	
  Four (4) Years of Service

  	
   

  	
  80

  	
  %

  
	
  Five (5) Years of Service

  	
   

  	
  100

  	
  %

  



 


However, if the Participant’s
Termination of Employment is due to death, disability or retirement after
attaining age fifty-five (55), the portion of the balance in the Participant’s
Supplemental Accounts attributable to the Match (and earnings thereon) shall
fully vest effective as of the date of such employment termination.


                (C)           The
portion, if any, of a Participant’s Supplemental Accounts that has not vested
pursuant to Section 3(d)(B), shall be forfeited if the Participant terminates
employment prior to completing five (5) Years of Service.


                (D)          Earnings
shall be credited to a Participant’s Supplemental Accounts as provided in
Section 4 below.  Earnings with respect
to the Match shall vest in accordance with Section 3(d)(B) above.


                (E)           The
term “Year of Service” means any twelve (12) whole consecutive months since the
Eligible Employee’s commencement of employment with the Employer in which the
Eligible Employee is paid by the Employer for the performance of services.  A Year of Service also shall include: (i)
service in any branch of the armed forces of the United States by any person
who is an Eligible Employee on the date such service commenced, to the extent
required by applicable law; and (ii) periods during which an Eligible Employee
was on an approved leave of absence or leave of absence due to a long or
short-term disability.  No Years of
Service shall be recognized with any entity other than the Employer.  Years of Service will be determined as of the
date of the Eligible Employee’s Termination of Employment.


2.             Effective
as of January 1, 2006, Section 5 of the Plan is amended by adding the following
new subsection at the end thereof:


(e)           Notwithstanding any provision of this Plan to the
contrary, a Participant (or Beneficiary, as the case may be) shall only be
entitled to a distribution of the vested portion of his Supplemental Accounts.


 


-2-

















 


3.             Effective
as of January 1, 2006, Section 6 of the Plan is hereby amended by adding the
following new subsection at the end thereof:


(d)           Notwithstanding any provision of this Plan to the
contrary, a Participant shall only be eligible to obtain a withdrawal pursuant
to this Section 6 from the vested portion of his Supplemental Accounts.


IN
WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed this 24th day of January, 2006.


	
   

  	
  NEW YORK STOCK EXCHANGE, INC.

  
	
   

  	
  By:

  	
  /s/ Dale B. Bernstein

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  EVP Human Resources & Corp. Svcs.

  



 


 


 


	
  ATTEST:

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  /s/ Mary Yeager

  	
   

  



 


 


-3-