Exhibit 10.33

TRUST UNDER

THE NEW YORK STOCK EXCHANGE, INC. SUPPLEMENTAL

EXECUTIVE BENEFIT PLANS

This AGREEMENT, made this 18^th 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
 

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