Exhibit
10.24  AMENDMENT
NUMBER ONETO THENEWYORK STOCK EXCHANGES, INC.SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHEREAS, New York
Stock Exchange, Inc. (the Exchange) maintains the New York Stock Exchange,
Inc. Supplemental Executive Retirement Plan, as amended and restated effective
as of June 1, 1999 (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,theundersigned has
been duly authorized by the Board to
amend the Plan; and WHEREAS,theundersigned
desires to amend the Plan. NOW,THEREFORE,pursuant to Section22 of the Plan,
effective July 20, 2002, the Plan is hereby amended as follows: 1.             Section
20 of the Plan is amended by adding the following paragraph at the end thereof: Notwithstanding
the foregoing, solely with respect to a Participant who has incurred a
Termination of Employment and commenced receiving payment of Supplemental
Benefits under the Plan on or after his Retirement Date, all or a portion of
the Participants Supplemental Benefitsmaybe assigned pursuant
to a domestic relations order that meets all of the following requirements: (a)The domestic relations order must be a judgment, decree, or order(including
approval of a property settlement agreement) which (i) relates to the provision
of child support, alimony payments, or marital property rights to a spouse,
former spouse, child, or other dependent of a Participant (an Alternate Payee),
and (ii) is made pursuant to a State domestic relations law (including a
community property law);  1


(b)Except as
otherwise required under the Plan, the terms of the domestic relations order
must comply with the requirements of Section 206(d)(3) of ERISA as if the SERP
were subject to suchrequirements; (c)The Alternate
Payee shall receive payment under the Plan of the portion of the Participants
Supplemental Benefits that are assigned to the Alternate Payee in conformity
with the form of payment elected by the Participant in accordance with Section
7 of the Plan; provided that the Alternate Payee shall have the right to select
the measuring alternative used for the measurement of Earnings if the form of
payment is an Optional Distribution Form described in paragraphs (a)(v) or
(b)(ii) of Section 1.21 of the Plan; (d)If the form of
payment is an Optional Distribution Form described in paragraphs (a)(v) or
(b)(ii) of Section 1.21 of the Plan, the Alternate Payee may designate a
Beneficiary to receive such benefits, if any, as are provided pursuant to the
form of benefit being received by the Alternate Payee at the time of his death; (e)The domestic
relations order contains the following language: The
New York Stock Exchange, Inc. Supplemental Executive Retirement Plan (the NYSE
SERP) is unfunded and benefits payable under the NYSE SERP shall be paid by
the New York Stock Exchange, Inc. (the Exchange) out of its general assets.  The alternate payee shall not have any
interest in any specific asset of the Exchange as a result of this Plan.  Nothing contained in the NYSE SERP and no
action taken pursuant to the provisions of the NYSE SERP or this domestic
relations order shall create or be construed to create a trust of any kind, or
a fiduciary relationship among the Exchange, the Committee, the Participant and
the alternate payee or any other person.  Any funds that may be invested under the
provisions of the NYSE SERP shall continue for all purposes to bepartofthe general
funds of the Exchange and no person other than the Exchange shall by virtue of the
provisions of the NYSE SERP or this domestic relations order have any interest
in such funds.  The alternate payees
rights under the NYSE SERP shall be no greater than the right of any unsecured
general creditor of the Exchange.  The
benefits payable under the NYSE SERP to the alternate payee shall not be
subject to alienation, transfer, assignment, garnishment, execution or levy of
any kind and any attempt to cause any benefits to be so subjected shall not be
recognized. Notwithstanding
any other provision of the Plan to the contrary, the Alternate Payee shall not
have the right to  2


elect
a form of benefit, an Optional Distribution Form or Distribution Time, and,
except where the form of payment is an Optional Distribution Form described in
paragraphs (a)(v) or (b)(ii) of Section 1.21 of the Plan, if the Alternate
Payee predeceases the Participant, the Participant will resume receiving one
hundred percent (100%) of his Supplemental Benefits, including the portion
assigned to the Alternate Payee pursuant to the domestic relations order. IN WITNESS WHEREOF, the Exchange has caused this
Amendment to be executed this 22nd day of July,2002. NEW
  YORK STOCK EXCHANGE, INC.By:
  /s/
  Frank Z. AshenTitle:
  EVP Corp. Svcs. GroupATTEST:/s/ Darla C. Stuckey  3