Exhibit
10.30


AMENDMENT NUMBER TWO



TO THE



NEW YORK STOCK EXCHANGE, INC.

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN


WHEREAS, New York
Stock Exchange, Inc. (“NYSE”) maintains the New York Stock Exchange, Inc.
Supplemental Executive Savings Plan, amended and restated effective as of August
1, 1997 (the “Plan”);


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


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


WHEREAS, the undersigned
deems it advisable to amend the Plan.


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


1.             Effective
June 1, 1999, Section 5 of the Plan is amended in its entirety to read as
follows:


“5.          Payment of Supplemental Benefits.


(a)           Upon
a Participant’s initial election to become an active Participant hereunder, he
may make elections to receive his Supplemental Benefits from each or all of
Plan A, Plan B or Plan C in the standard lump sum distribution form or in
approximately equal annual installments over a period as elected by the
Participant but not in excess of twenty (20) years, to commence as soon as
administratively feasible following (i) his Termination of Employment
(other than by reason of death) or (ii) the January 1 next following
his Termination of Employment, as elected by the Participant at the time of
such initial election.  Notwithstanding
the foregoing, the form and timing of payment of Supplemental Benefits from
Plan A and Plan B must be identical. 
The 





















Supplemental Accounts of a
Participant who elects to receive annual installment payments shall continue to
be credited with Earnings until the final installment is paid.  If a Participant does not make an installment
election or an election with respect to the timing of payment(s), Supplemental
Benefits shall be paid to him in a single lump sum as soon as administratively
feasible following his Termination of Employment (other than by reason of the
Participant’s death).  Allocation of
withdrawals among the Plan A, Plan B and Plan C shall be made in
accordance with the rules established by the Committee.


(b)           Notwithstanding
Section 5(a), 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 receive his
Supplemental Benefits in a lump sum or in approximately equal annual
installments, over a period as elected by the Participant but not in excess of
twenty (20) years, and commencing as soon as administratively feasible
following (i) his Termination of Employment (other than by reason of
death) or (ii) the January 1 next following his Termination of
Employment, as the Participant elects.  A Participant
may change his election regarding the timing and form of the payment of his
Supplemental Benefits or revoke any previous election, by filing the prescribed
form(s) with the Committee, at least one (1) year prior to the Participant’s
Termination of Employment. 
Notwithstanding the foregoing, each Employee who is (i) a
Participant on June 1, 1999 or (ii) elects to become an Active Participant
in the Plan after June 1, 1999, shall be entitled to make an election
regarding the timing and form of payment of his Supplemental Benefits, provided
that such election is made and filed with the Committee prior to the end of the
thirty (30) day period commencing on the later of June 1, 1999 or the date
the Employee first becomes a Participant.


(c)           If
a Participant dies prior to receiving his total Supplemental Benefits, the
unpaid portion of such Supplemental Benefits shall be paid to the Participant’s
Beneficiary in a single lump sum, as soon as administratively feasible
following the Participant’s death, provided, however, subject to Section 5(d)
below, that the Participant shall have the right, in a writing filed with the
Committee, to make elections, prior to his Termination of Employment, to have his
Supplemental Benefits payable or remaining payable at his death to be paid to
his Beneficiary (i) in approximately equal annual installments, over a
period as elected by the Participant but not in excess of the lesser of
twenty (20) years or the remaining installments if the Participant is
already receiving installments, and (ii) to commence as soon as
administratively feasible following (i) his death or (ii) the January



 


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1 next following his death, as
elected by the Participant.  Such
elections (or any election to revoke or change a prior election) must be made
and filed with the Committee at least one year prior to the earlier of the
Participant’s death or Termination of Employment, provided, however, that the
election of an Employee who is a Participant on June 1, 1999 or the
initial election of each Eligible Employee who shall become an Active
Participant thereafter, shall be binding if filed with the Committee prior to
the end of the thirty (30) day period commencing on the later of June 1,
1999 or the date the Employee first becomes a Participant.


(d)           Notwithstanding
any provision of the Plan to be contrary, any distribution from the Plan to a
trust or estate which is the Beneficiary of a Participant shall be made in a
lump sum regardless of the Participant’s election.”


IN WITNESS WHEREOF, the undersigned
has caused this Amendment to be executed
this 28th day of __________ May, 1999.


	
   

  	
   

  	
  NEW YORK STOCK EXCHANGE, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
    /s/ Frank Z. Ashen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  SVP Human Resources

  
					



 


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