EXHIBIT
10.41    NEW YORK STOCK EXCHANGE, INC. ICP AWARD DEFERRAL PLAN Effective as of December 1, 1997


NEW YORK STOCK EXCHANGE, INC.
ICP AWARD DEFERRAL PLAN 1.PURPOSE The
purpose of the New York Stock Exchange, Inc. ICP Award Deferral Plan is to provide
Senior Officers of the New York Stock Exchange, Inc. an opportunity to defer receipt
of their awards under the Incentive Compensation Plan adopted by the New York
Stock Exchange, Inc. in accordance with the terms and conditions set forth
herein. 2.DEFINITIONS (a)Beneficiary means the person or persons
(if any) designated or deemed designated by the Participant under the New York
Stock Exchange, Inc. Supplemental Executive Savings Plan (the SESP) to
receive his benefits under the SESP in the event of the Participants death. If
a Participant is not a participant under the SESP, the Participants
beneficiary shall be, unless otherwise specified by the Participant in a
written election filed with the Committee upon such form and in such manner as
specified by the Committee, the person or persons (if any) designated or deemed
designated by the Participant under the New York Stock Exchange and Subsidiary
Companies Employee Savings Plan (the Savings Plan) to receive his benefits
under the Savings Plan in the event of the Participants death.  If a Participant is not a participant under
the SESP or the Savings Plan, the Participants beneficiary shall be, unless
otherwise specified by the Participant in a written election filed with the
Committee upon such form and in such manner as specified by the Committee, the
Participants estate.  In the event that two (2) or more persons are
the Participants Beneficiary under the SESP or Savings Plan, as applicable,
then each such person shall be entitled to receive payment under this Plan in the
same proportion as the proportion of benefits such person is entitled to receive
under the SESP or Savings Plan, as applicable.  Such person or persons designated under the
SESP or Savings Plan, as applicable, to receive a stated dollar amount shall be
otherwise disregarded in determining benefit allocations under this Plan among
persons who are the Participants Beneficiary. (b)Board means the Board of Directors of the
NYSE. (c)Committee means the committee of at least
two (2) individuals appointed by the Board for purposes of administering the
Plan, or any successor committee.  If a
Participant serves on the Committee, such Participant shall not be authorized
to make any determinations or decisions with respect to his participation
hereunder or with respect to payment of Deferred Benefits to such Participant
hereunder. (d)Deferred Amounts means the amounts
deferred under Section 4 by a Participant. (e)Deferred Benefits means Deferred Amounts
plus any additions to such Deferred Amounts pursuant to Section 6 herein. (f)Deferred Compensation Account means the
memorandum account established by the NYSE for a Participant on its books to
which Deferred Benefits shall be credited.


(g)Earnings means, for any Plan Year,
earnings on amounts in the Deferred Compensation Account computed in accordance
with Section 6 hereof. (h)Eligible Employee means a person employed
as a Senior Officer at NYSE and eligible to receive an ICP Award.  An Eligible Employee shall continue to be
eligible to participate in the Plan until he ceases to be a Senior Officer. (i)ERISA means the Employee Retirement Income
Security Act of 1974, as amended. (j)ICP means the Incentive Compensation Plan
adopted by NYSE effective as of January 1, 1984, as amended from time to time. (k)ICP Award means the amount payable under
the ICP to a Participant pursuant to the terms of ICP. (l)NYSE means the New York Stock Exchange,
Inc. (m)Participant means any individual with a
balance in his Deferred Compensation Account and any Eligible Employee who
elects to have Deferred Amounts credited to the Plan under Section 4. (n)Plan means the New York Stock Exchange,
Inc. ICP Award Deferral Plan. (o)Plan Year means the twelve month period ending
December 31, except that the first Plan Year shall be a short Plan Year
commencing on December 1, 1997 and ending December 31, 1997. (p)Qualifying Entity means the Securities
Industry Automation Corporation, the National Securities Clearing Corporation
or The Depository Trust Company, and any of such entities subsidiaries
designated by the NYSE as a Qualifying Entity.  An entity in which the NYSE possesses a direct
or indirect ownership interest but which does not qualify as a Subsidiary under
the Plan may be designated as a Qualifying Entity by the NYSE for the purpose
of describing the occurrence of a Termination of Employment. (q)Senior Officer means a full-time employee
who is designated as a senior officer for purposes of the Plan by the Committee
or the Board, in their sole discretion. (r)Subsidiary means any corporation (other
than the NYSE and any Qualifying Entity) in an unbroken chain of corporations
beginning with the NYSE if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. (s)Termination of Employment means
termination of employment as an employee of the NYSE, all Subsidiaries, and all
Qualifying Entities for any reason whatsoever, including but not limited to
death, disability, retirement, resignation or involuntary termination.  Notwithstanding the foregoing, a Termination
of Employment shall not be deemed to occur if an  -2-


employee
transfers to, or otherwise immediately commences employment with, a Qualifying
Entity or a Subsidiary until such employee incurs a Termination of Employment
with the NYSE, Subsidiaries (including, as provided in the next sentence, any
former Subsidiaries) and all Qualifying Entities.  If a Subsidiary of the NYSE ceases to be a
Subsidiary of the NYSE, an employee of such entity will not be deemed to incur
a Termination of Employment solely as a result of such change in status unless
and until the Committee determines, in its sole discretion, that such employee
has incurred a Termination of Employment and when such Termination of
Employment is deemed to have occurred. 3.ADMINISTRATION AND CLAIMS
PROCEDURE (a)The Plan shall
be administered by the Committee.  The
Committee shall have sole and complete authority to interpret and construe the
terms and provisions of the Plan in its sole discretion based on the provisions
of the Plan, to decide any questions and settle all controversies that may
arise in connection with the Plan, and to adopt, alter and repeal such
administrative rules, regulations and practices governing the operation of the
Plan as it shall from time to time deem advisable.  The Committees interpretations and construction
thereof, and the actions thereunder, made in the sole discretion of the
Committee (including, without limitation, any determination under this Section
3 of the amount of the payment to be made hereunder), shall be final, binding
and conclusive on all persons.  The
Committee shall determine, subject to the provisions of the Plan:  (i) which individuals shall be eligible to
participate in the Plan from time to time; and (ii) when an individual shall
cease to be eligible to make deferrals hereunder.  The Committee may appoint a person or persons
to administer the Plan on its behalf on a day-to-day basis. (b)The Committee
shall be responsible for determining all claims for benefits under this Plan by
the Participants or their Beneficiaries.  Within ninety (90) days after receiving a
claim (or within up to one hundred eighty (180) days, if the claimant is
notified of the need for additional time, including notification of the reason
for the delay), the Committee shall notify the Participant or Beneficiary of
its decision in writing, giving the reasons for its decision if adverse to the
claimant.  If the decision is adverse to
the claimant, the Committee shall advise him of the Plan provisions involved,
of any additional information which he must provide to perfect his claim and
why, and of his right to request a review of the decision.  A claimant may request a review of an adverse
decision by written request to the Committee made within sixty (60) days after
receipt of the decision.  The claimant,
or his duly authorized representative, may review pertinent documents and
submit written issues and comments.  Within
sixty (60) days after receiving a request for review (or up to one hundred
twenty (120) days after such receipt if the Participant is notified of the
delay and the reasons therefor), the Committee shall notify the claimant in
writing of (i) its decision, (ii) the reasons therefore, and (iii) the Plan
provisions upon which it is based.  The
Committees determinations shall be made in its sole discretion based on the
Plan documents and shall be final, conclusive and binding.  Any claim not approved in writing within the
specified period shall be deemed denied.  The Committee may at any time alter the claims
procedure set forth above, so long as the revised claims procedure complies
with ERISA, and the regulations issued thereunder.  No member of the Committee shall be liable to
any person for any action taken or omitted in connection with the interpretation
and administration of this Plan.  To the
extent that a form prescribed by the Committee to be used in the operation and
administration of the Plan does not conflict with the terms and provisions of  -3-


the
Plan document such form shall be evidence of (i) the Committees
interpretation, construction and administration of this Plan and (ii) decisions
or rules made by the Committee pursuant to the authority granted to the
Committee under the Plan. 4.ELECTION TO DEFER An
Eligible Employee may elect in writing on a form prescribed by the Committee to
defer receipt of all or a specified portion of his ICP Award with respect to
the calendar year in which the Plan Year ends.  The election to defer an ICP Award must be
made at such time as the Committee shall prescribe but, except as provided
below, in no event later than the last day of the Plan Year prior to the Plan
Year coinciding with the calendar year to which an ICP Award relates.  When an employee becomes an Eligible Employee
during a Plan Year, he may elect to become a Participant with respect to such
Plan Year prior to the earlier of (i) the last day of the Plan Year coinciding
with the calendar year to which an ICP Award relates or (ii) the end of the thirty
(30) day period following the date he becomes an Eligible Employee, by making
an election, in writing, on a form prescribed by the Committee.  A Participant must make a separate election
with respect to each Plan Year in which he participates in the ICP.  Each election to defer for each Plan Year of participation
shall be irrevocable. 5.ESTABLISHMENT OF DEFERRED
COMPENSATION ACCOUNT At
the time the Participants initial ICP Award would have been payable if not for
the Participants election to defer, the NYSE shall establish a Deferred
Compensation Account for such Participant.  The Deferred Amount shall be credited to the
Participants Deferred Compensation Account as of the day on which an ICP Award
would have otherwise been paid to the Participant. 6.ADDITIONS TO DEFERRED
AMOUNTS (a)The Committee
may designate alternatives for the measuring of Earnings on a Participants
Deferred Compensation Account from time to time.  The Committee may designate additional
measuring alternatives, withdraw measuring alternatives, or change the
designation of measuring alternatives as of the beginning of any calendar month
or at such other times as it may determine, in its sole discretion.  One alternative shall be based on an interest
type factor, which alternative shall be the default alternative if a
Participant fails to timely elect another alternative.  The Committee shall credit the balance in the
Participants Deferred Compensation Account as of the last business day of each
calendar month, or such other dates as are selected by the Committee in its
sole discretion, with Earnings (including gains or losses, whether or not
realized, in the value of the measuring alternative) from the last day of the
prior calendar month at a rate equal to the performance of the measuring
alternatives selected by the Participant (in accordance with Section 6(b)
below) for the calendar month (or such other applicable period) to which such
selection relates.  The crediting of an
Earnings factor shall occur so long as there is a balance in the Participants
Deferred Compensation Account. (b)Immediately
prior to the initial crediting of a Deferred Amount to a Participants Deferred
Compensation Account, a Participant shall select in writing on a form prescribed
by the Committee from among the measuring alternatives available under the Plan
for the measuring of  -4-


Earnings
on such Participants Deferred Compensation Account.  A Participant may change the selection of his
measuring alternatives for the measuring of Earnings on future amounts credited
to his Deferred Compensation Account as of the beginning of the following
calendar month (or at such other times as prescribed by the Committee, in its sole
discretion), subject to such notice and other administrative procedures as
established by the Committee.  A
Participant may transfer funds invested for measurement purposes in
accordance with the Participants elected measuring alternatives to differing
measuring alternatives as of the beginning of the following calendar month (or
at such other times as prescribed by the Committee, in its sole discretion), subject
to such notice and other administrative procedures as established by the
Committee. (c)The Committee
may, in its sole discretion, establish rules and procedures for the crediting
of Earnings factors and the election of measuring alternatives pursuant to this
Section 6, including requiring that a Participants elections be identical to
all or some of his similar-type elections with respect to the benefits under
any other employee benefit plans maintained by the NYSE in which the
Participant also participates. 7.PAYMENT OF DEFERRED BENEFITS (a)Except as
otherwise provided in Section 7(c) below, a Participants Deferred Benefits shall
be paid to the Participant (or, in the event of the Participants death, the
Participants Beneficiary), as soon as practicable after the Participant incurs
a Termination of Employment. (b)Upon a
Participants initial election to defer amounts hereunder, the Participant may designate
a Beneficiary for purposes of this Section 7. (c)(A)          Upon a Participants initial election
to become a Participant hereunder, he may make an election to have his Deferred
Benefits paid to him (or, in the event of the Participants death, the
Participants Beneficiary) as soon as administratively feasible following (i) his
Termination of Employment, or (ii) the January 1 next following his Termination
of Employment.  If a Participant does not
make an election with respect to the timing of payment, his Deferred Benefits
shall be paid to him pursuant to Section 7(a) above.  A Participant may make an election or change
his existing election, on a form prescribed by and filed with the Committee, at
any time at least one (1) year prior to his Termination of Employment to have
his Deferred Benefits paid to him (or, in the event of the Participants death,
the Participants Beneficiary) as soon as administratively feasible following
his (i) Termination of Employment or (ii) the January 1 next following his
Termination of Employment. (B)           Notwithstanding Section 7(c)(A) above, at the time of a Participants
election to defer an ICP Award, he may make an irrevocable election, on a form
prescribed by and filed with the Committee, to defer the distribution of his
Deferred Benefits derived from such ICP Award until a date (the Selected Date
of Distribution) as elected by the Participant which is not earlier than two
(2) years following the end of the Plan Year to which such Deferred Benefits
relate and no later than the January 1 following his Termination of Employment.
 In the event that a Participant incurs a
Termination of Employment prior to his Selected Date of Distribution, such
Deferred  -5-


Benefits credited to his Deferred Compensation
Account shall be paid to him as soon as administratively feasible following the
Participants Termination of Employment. (C)           Notwithstanding Sections 7(c)(A) and 7(c)(B) above, each
Senior Officer who is (i) an Eligible Employee on the Effective Date or (ii) is
designated as an Eligible Employee after the Effective Date, shall be entitled
to make an initial election regarding the timing of payment of his Deferred
Benefits, provided that such election is made and filed with the Committee by
the end of the thirty (30) day period commencing on the date the Senior Officer
first becomes an Eligible Employee. (d)Notwithstanding
any other provision to the contrary, the Committee may require, in its sole
discretion, that (i) a Participants elections with respect to the distribution
of all of his Deferred Benefits be identical and (ii) a Participants elections
with respect to the distribution of his Deferred Benefits be identical to all
or some of his elections with respect to the distribution of benefits under any
other employee benefit plans maintained by the NYSE in which the Participant also
participates. (e)Allocation of
Earnings on distributions of amounts attributable to different ICP Awards shall
be made in accordance with the rules established by the Committee. 8.VESTING A
Participant shall be fully vested in his Deferred Compensation Account and such
amounts shall be nonforfeitable at all times. 9.NON-TRANSFERABILITY OF
INTERESTS A
Participants rights and interests in his Deferred Benefits may not be
anticipated, assigned, pledged, transferred, levied upon or otherwise
encumbered except in the event of the death of the Participant, and then, only
by will or the laws of descent and distribution; provided, however that the
foregoing shall not limit the Participant from designating a Beneficiary in
accordance with the terms of the Plan.  Any
attempt to anticipate, assign, pledge, transfer, levy or otherwise encumber,
except as set forth above upon death of the Participant, shall be null and
void. 10.AMENDMENT, SUSPENSION AND
TERMINATION The
Board (or a duly authorized committee thereof), or a person designated by the
Board may, in his or its sole and absolute discretion, amend this Plan or any
component plan thereof from time to time and at any time in such manner as he
or it deems appropriate or desirable, and the Board (or a duly authorized
committee thereof) or a person designated by the Board may, in its sole and
absolute discretion, suspend or terminate the Plan or any portion thereof for
any reason or no reason from time to time and at any time in such manner as it
deems appropriate or desirable.  No
amendment, suspension and termination shall alter or impair the vested amounts
in the Participants Deferred Compensation Account without the consent of the
Participant (or Beneficiary, if the Participant has died) affected thereby, as
of the effective date of such amendment, suspension or termination.  In the event of a termination of the Plan or a
portion thereof, the NYSE may distribute to each Participant the amount in his
Deferred  -6-


Compensation Account and have no further obligations hereunder. The
Board (or a duly authorized committee thereof) or the; Committee may, in its
sole discretion, terminate the Plan as it applies to any Participant at any time,
and the NYSE may distribute to such Participant the amount in his Deferred
Compensation Account and have no further obligations to such Participant
hereunder. 11.UNFUNDED OBLIGATION; CONSTRUCTION
OF THE PLAN This
Plan is unfunded and all Deferred Benefits payable hereunder shall be paid by
NYSE out of its general assets.  All
Deferred Benefits shall be subject to the claims of the NYSEs creditors.  NYSE may, in its sole discretion, create a rabbi
trust to pay benefits hereunder.  A
Participant shall be treated as a general, unsecured creditor of NYSE to the
extent he acquires a right to receive payments under the Plan.  Participants and their Beneficiaries shall not
have any interest in any specific asset of NYSE as a result of this Plan.  Nothing contained in the Plan and no action
taken pursuant to the provisions of the Plan shall create or be construed to
create a trust of any kind or a fiduciary relationship amongst NYSE, the
Committee, and the Participants, their Beneficiaries or any other person.  Any funds which may be invested to fund the
benefits under the Plan shall continue for all purposes to be part of the
general assets of the NYSE and no person other than the NYSE shall by virtue of
the provisions of this Plan have any interest in such funds.  The NYSE shall have no obligation to invest
funds to match the Earnings measuring alternatives selected by a Participant
pursuant to Section 6 hereof. 12.NO RIGHT TO EMPLOYMENT OR OTHER
BENEFITS Nothing
contained herein shall be construed as conferring upon any Participant the
right to continue in the employ of the NYSE as a Senior Officer or in any other
capacity or to interfere with the right of the NYSE to discharge him at any
time for any reason whatsoever.  Any
compensation deferred and any benefits paid under the Plan shall not be included
in creditable compensation in computing benefits under any employee benefit
plan of the NYSE except to the extent expressly provided for therein. 13.SECURITIES LAW EXEMPTION The
Committee may impose such rules designed to facilitate compliance with the
securities laws.  To the extent required
by applicable law, this Plan is intended to comply with, and shall be subject
to the limitations of Rule 701 under the Securities Act of 1933 and/or the
exemption from registration set forth in Section 4(2) of the Securities Act of
1933.  The Committee shall have the
authority to suspend the Plan and take any action necessary, including revoking
Participants elections to participate under Section 4 above, prospectively
and/or retroactively, to ensure that the Plan complies with federal and state securities
laws, including to the extent applicable, the limitations of Section 4(2) and
Rule 701 under the Securities Act of 1933 and/or Section 4(2) of the Securities
Act of 1933. 14.SEVERABILITY In
case any provision of the Plan shall be illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining parts hereof, but the
Plan shall be construed and enforced as if such illegal and invalid provision
never existed.  -7-


15.WITHHOLDING All
payments under this Plan shall be subject to the withholding of such amounts
relating to federal, state or local taxes as the NYSE may reasonably determine
it should withhold based on applicable law or regulations.  Deferred Amounts shall be subject to payroll
taxes as required by applicable law. 16.ASSIGNMENT The
Plan shall be binding upon and inure to the benefit of the NYSE, its successors
and assigns and the Participants and their Beneficiaries, heirs, executors,
administrators and legal representatives.  In the event that the NYSE sells or transfers
all or substantially all of the assets of its business or all or substantially
all of the assets of a division and, in either event, the acquiror of such
assets assumes the obligations hereunder with regard to a Participant, the NYSE
shall be released from any liability imposed herein and shall have no
obligation to pay or provide any benefits payable hereunder with regard to such
Participant. 17.GOVERNING LAW To
the extent legally required, Parts 1 and 5 of Title I of ERISA shall govern the
Plan, and, if any provision hereof is in violation of any applicable
requirement of the Code or ERISA, the NYSE reserves the right to retroactively
amend the Plan to comply therewith.  To
the extent not governed by Parts 1 and 5 of Title I of ERISA, the Plan shall be
governed by the laws of the State of New York, without regard to conflict of
law provisions. 18.NON-EXCLUSIVITY The
adoption of the Plan by the NYSE shall not be construed as creating any
limitations on the power of the NYSE to adopt such other supplemental
retirement income arrangements as it deems desirable, and such arrangements may
be either generally applicable or limited in application. 19.GENDER AND NUMBER Wherever
used in the Plan, the masculine shall be deemed to include the feminine and the
singular shall be deemed to include the plural, unless the context clearly
indicates otherwise. 20.HEADINGS AND CAPTIONS The
headings and captions herein are provided for reference and convenience only.  They shall not be considered part of the Plan
and shall not be employed in the construction of the Plan. 21.EFFECTIVE DATE The
Plan shall be effective as of December 1, 1997.  -8-


22.ENTIRE AGREEMENT This
Plan, along with the Participants elections hereunder, constitutes the entire
agreement between the NYSE and the Participants pertaining to the subject
matter herein and supersedes any other plan or agreement, whether written or
oral, pertaining to the subject matter herein.  No agreements or representations, other than
as set forth herein, have been made by the NYSE with respect to the subject
matter herein. IN
WITNESS WHEREOF, the NYSE has caused this Plan to be executed this 30th
day of December, 1997. NEW YORK STOCK
  EXCHANGE, INC.By:
  /s/ Frank Z. AshanTitle:
  SVP, Human Resources  -9-