EXHIBIT
10.42


AMENDMENT NUMBER ONE


TO THE


NEW YORK STOCK EXCHANGE, INC.

ICP AWARD DEFERRAL PLAN


WHEREAS, New York Stock Exchange, Inc. (the “NYSE”)
maintains New York Stock Exchange, Inc. ICP Award Deferral Plan, effective as
of December 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 10 of the Plan, the Plan is hereby amended, as follows:


 


1.             Paragraph
7 of the Plan is amended in its entirety to read as follows:


 


“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 election to
defer a particular ICP Award hereunder, the Participant may designate a
Beneficiary for purposes of this Section 7.


(c)           (A)          Upon
a Participant’s election to defer a particular ICP Award, he may make an
election regarding the Distribution Form in which to receive his Deferred
Benefits paid to him (or, in the event of the Participant’s death, the
Participant’s Beneficiary) and the Distribution Time upon which to commence
payment of Deferred Benefits under the Plan.  A Participant may make the foregoing elections
or change his existing elections (other than a change regarding a Selected Date
of Distribution), on a form prescribed by and filed with

















 


the Committee, at any time at
least one (1) year prior to his Termination of Employment (other than due to
the Participant’s death).


(B)           Notwithstanding
Section 7(c)(A) above, each Senior Officer who is (i) an Eligible Employee on
June 1, 1999 or (ii) is designated as an Eligible Employee after June 1, 1999,
shall be entitled to make or change his election regarding the Distribution
Form and Distribution Time (other than changing a existing election of a
Selected Date of Distribution with respect to Deferred Benefits credited to the
Participant’s Account), 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.


(f)            For purposes of this Section, “Distribution Time” means as soon as
administratively feasible following one of the following dates:  (i) the Participant’s Termination of
Employment, (ii) the January 1 next following the Participant’s Termination of
Employment, or (iii) the Participant’s Selected Date of Distribution.


(g)           For purposes of this Section, “Distribution Form” means one of the
following forms of distribution of Deferred Benefits available under the Plan:  (i) a lump sum; or (ii) in a fixed number of
monthly installments, over a period of up twenty to (20) years (in whole
years), provided such period does not exceed the life expectancy of the
Beneficiary.


(h)           For purposes of this Section, “Selected Date of Distribution” means a date
elected by the Participant which is not earlier than two (2) years following
the end of the Plan Year to which such Deferred Benefit relates 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 Benefits credited to his Deferred Compensation
Account shall be paid to him as soon as administratively feasible following the
Participant’s Termination of Employment.  Notwithstanding Sections 7(c)(A) or 7 (c) (B)
above, a Participant’s election to defer an ICP Award to a Selected Date of
Distribution shall be irrevocable and must be made on a form prescribed by and
filed with the Committee.


 


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(i)            Notwithstanding any provision of the
Plan to be contrary, any payment from the Plan to a trust or estate which is
the Beneficiary of a Participant shall be made as soon as administratively
feasible following the Participant’s death 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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