Exhibit 10.54
NEW YORK STOCK EXCHANGE AND
SUBSIDIARY COMPANIES
SUPPLEMENTAL EXECUTIVE SAVINGS
PLAN
(Amended and Restated Effective
as of January 1, 2008)
AMENDMENT NUMBER
ONE
WHEREAS , the New York Stock Exchange, Inc., succeeded
effective March 7, 2006 by New York Stock Exchange LLC, Inc.
(the “Company”), established the New York Stock
Exchange and Subsidiary Companies Supplemental Executive Savings
Plan (formerly the New York Stock Exchange, Inc. Supplemental
Executive Savings Plan) (the “Plan”), which Plan has
been amended from time to time, and was most recently amended and
restated as January 1, 2008; and
WHEREAS , the Company wishes to make certain amendments
to the Plan to reflect final Treasury regulations under
Section 409A of the Internal Revenue Code of 1986, as amended;
and
WHEREAS , the Company delegated to NYSE Group, Inc. the
right to amend the Plan.
NOW, THEREFORE
, the Plan is hereby amended as
follows, effective as of January 1, 2008:
1. The following language is added
to the end of Section 1(b) of the Plan:
The Committee is authorized to amend
the provisions of the Plan at any time and in any manner without
the consent of Participants solely to comply with the requirements
of Section 409A of the Code and to avoid the imposition of an
excise tax under Section 409A on any payment to be made
hereunder, provided that there is no reduction in the benefits
provided hereunder. Notwithstanding the foregoing, in no event
whatsoever shall the Employer be liable for any additional tax,
interest or penalty that may be imposed on a Participant by
Section 409A of the Code or any damages for failing to comply
with Section 409A.
2. Section 2(j) of the Plan is
amended to read as follows;
“Disability” means (i) the Participant is unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months or (ii) an
incapacity for which the Participant is receiving, for at least
three months, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12
months, disability benefits under the Employer’s Long Term
Disability Plan (or would be eligible to receive such benefits if
the Participant had participated in such plan) or for which the
Participant is receiving Social Security disability
benefits.
3. Sections 8(a), (b) and
(c) of the Plan are amended to read as follows:
(a) Upon a Participant’s
election to participate in the Plan, he shall make elections to
receive his Supplemental Account and his Special RAP Contributions
Account either in a lump sum distribution or approximately equal
annual installments over a period of 2 to 20 years, as elected by
the Participant. Each such distribution shall be paid or commence
on (i) the first day of the month coincident with or next
following the Participant’s Termination of Employment (other
than by reason of death), (ii) the January 1 next
following his Termination of Employment or (iii) the first day
of the month coincident with or next following the first
anniversary of his Termination of Employment, as elected by the
Participant. The Supplemental Account and Special RAP Contributions
Account of a Participant who elects to receive annual installment
payments from such accounts shall continue to be credited with
Earnings until the final installment is paid. Each installment
elected by the Participant shall equal the balance in the
Participant’s Supplemental Account and Special RAP
Contribution Account immediately prior to the date of distribution,
divided by the number of unpaid installments and shall be paid on
the annual anniversary of the first installment, until all
installments elected by the Participant have been paid.
Notwithstanding the foregoing, the time and form of payment
distribution election applicable to a Participant’s
Sup
