Exhibit
      10.2








**NYFIX,
      Inc. 2008 Annual Incentive Plan**








**1.**
            **General:**





The
      NYFIX, Inc. (“NYFIX” or the “Company”) 2008 Annual Incentive Plan (“AIP”) is a
      cash bonus program for the 12 month period from January 1, 2008 through December
      31, 2008 that is intended to motivate eligible employees to achieve the
      Company’s 2008 Critical Success Factors (“CSFs”) and related Corporate,
      Divisional/Functional and Individual Goals and Objectives. The 2008 AIP provides
      employees the opportunity to receive financial rewards as a means of tangibly
      sharing in NYFIX’s success. All Corporate, Divisional/Functional and Individual
      Goals and Objectives are designed to align with NYFIX’s strategic and tactical
      goals and objectives (which are tied to our CSFs) for the period from January
      1,
      2008 through December 31, 2008.




The
      2008
      AIP has two stages:





a)
            Stage
                1 determines the size of each individual employee’s bonus target based
                upon how successful NYFIX has been in achieving the overall financial
                targets (Operating EBITDA and Revenue) included in the Base Plan
                for 2008
                presented to and approved by the Company’s Board of Director’s on December
                11, 2007 (the “Stage 1 Objective”). Each employee will have an initial
                individual bonus target. This initial individual bonus target will
                then be
                adjusted based on the percentage of the Stage 1 Objective achieved
                per the
                charts included in Appendix I. For Senior Executives, bonus targets
                will
                be determined by multiplying the initial individual bonus targets
                by
                adjustment factors ranging from 0% to 200% in accordance with Appendix
                I.
                For non-Senior Executives employees with significant bonus targets,
                the
                targets will be determined by multiplying the initial individual
                bonus
                targets by adjustment factors ranging from 65% to 135% in accordance
                with
                Appendix II. For all other employees, the targets will be determined
                by
                multiplying the initial individual bonus targets by adjustment factors
                ranging from 90% to 110% in accordance with Appendix III.





b)
            Stage
                2 calculates individual bonus payouts based upon the achievement
                of key
                performance goals and objectives (the “Stage 2 Objectives”). The Stage 2
                Objectives categories are (i) Corporate, (ii) Divisional/Functional
                and
                (iii) Individual. The portion of the 2008 AIP payout attributable
                to each
                category of the three Stage 2 Objectives will vary depending on the
                roles
                and responsibilities of each individual within the Company. The following
                schedule details these allocable portions:




Corporate
              
              Division/Functional
                  Group
              
              IndividualCEO
              
              
              90
              %
              
              
              
              
              10
              %Functional
                  Group Heads
              
              
              60
              %
              
              30
              %
              
              10
              %Functional
                  Group Managers
              
              
              40
              %
              
              40
              %
              
              20
              %Business
                  Division Heads
              
              
              50
              %
              
              40
              %
              
              10
              %Business
                  Division Managers
              
              
              40
              %
              
              40
              %
              
              20
              %Other
                  Participants
              
              
              20
              %
              
              40
              %
              
              40
              %




Following
      year-end, the CEO and CFO will make a reasonable determination as to the
      achievement of each of the Stage 2 Goals and Objectives with respect to
      non-executive officers, which determination shall be final. The Compensation
      Committee of the Board of Directors will make a reasonable determination as
      to
      the achievement of the Goals and Objectives with respect to the CEO and other
      executive officers, which determination shall be final.





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**2.**
            **Stage
                2 Objectives**





**a.**
            **Corporate
                Goals and Objectives:**





The
      specific performance measures that will be used for the Corporate Goals and
      Objectives are detailed below under each of the CSFs that they help achieve.





**Profitably
      Grow the Business and Achieve the Financial Plan (30%)**


·
            Achieve
                Operating EBITDA Targets (Full Year & Exit
                Rate)


·
            Achieve
                Annual Revenue Plan


·
            Achieve
                Buy-Side Revenue Target


·
            Grow
                Messaging Channels


·
            Achieve
                Millennium ADV Target




**Invest
      for the Future and Grow New Markets (20%)**


·
            Launch
                Euro Millennium On Time plus rollout to four
                markets


·
            Execute
                on Buy-Side Strategic Roadmap


·
            Grow
                EMEA and APAC Business


·
            Successfully
                Launch Millennium 3.0




**Align
      with Clients and Aggressively Market the Company (15%)**


·
            Achieve
                Significant Improvement in Service Delivery


·
            Establish
                Clients First Program


·
            Establish
                Reliable and Predictable Product Delivery
                Process




**Achieve
      Operational Excellence (20%)**


·
            Meet
                or Exceed Service Levels for Marketplace
                Businesses


·
            Meet
                or Exceed Service Levels for Transactions
                Businesses


·
            Enhance
                Billing and Revenue Reporting
                Technology




**Foster
      a Culture of Success (15%)**


·
            Enhance
                Communication Supporting Alignment Around
                Strategy


·
            Ensure
                Staff are Empowered, Motivated and Driven toward Achievement of 2008
                plan


·
            Increase
                Opportunities for Employee Mobility


·
            Achieve
                Re-listing on NASDAQ in Q1





Achievement
      of the Goals and Objectives within these five CSFs shall be separable, so that
      even if one or more is not achieved, the 2008 AIP will be paid on those portions
      that are achieved. Corporate rating will be in the range of 80-120% of target.





**b.**
            **Divisional/Functional
                Group Goals and Objectives**





Divisional/Functional
      Goals and Objectives and related timetables will be developed by each
      Divisional/Functional head in conjunction with the CFO and HR and, following
      approval by the Company’s CEO, will be communicated to employees.





2


Divisional/Functional
      Group ratings will be in the range of 80-120% of target.








**c.**
            **Individual
                Goals and Objectives**





Each
      eligible employee will be assigned an individual rating based on a performance
      review. The performance review will consider the employee’s contribution to the
      achievement of Company and Divisional/Functional Goals and Objectives, as well
      as other individual achievements determined by the employee’s supervisor.
      Individual ratings are capped at 120% of target.





**3**
            **Eligibility**





The
      2008
      AIP is applicable to all non-sales employees. Employees who receive individual
      ratings below 50% are not eligible for payout and those that receive individual
      ratings between 50 and 75% are eligible for a payout of a maximum of 50% of
      target. New hires that join the Company during the calendar year will have
      their
      eligibility to participate in the 2008 AIP pro-rated based on date of hire.
      Participants must continue to be employed by NYFIX until the bonus is paid
      to
      receive the payment; except that employees who leave the Company as a result
      of
      disability, or who die during the bonus period, will be eligible to receive
      a
      bonus prorated through the effective date of termination. Employees terminated
      “for cause” (including for failure to achieve targets set out in a performance
      improvement plan) will receive no incentive payment.





**4.**
            **Payment**




Individual
      bonuses will be calculated by multiplying the Stage 1 Bonus Targets by the
      sum
      of the Corporate, Divisional/Functional Group and Individual ratings. Bonuses
      are expected to be paid prior to March 15, 2009.





Example
      Calculation (Functional Head):





Bonus
      Target: $100,000


Revenue
      Achievement: 100%


Operating
      EBITDA Achievement: 90%


Corporate
      Achievement: 95%


Functional
      Achievement: 100%


Individual
      Achievement: 110%





Stage
      1





$100,000
      x 95% (see Appendix I) = $95,000





Stage
      2





$95,000
      x
      (95% x 60%) + $95,000 x (100% x 30%) + $95,000 x (110% x 10%) =
      $93,100.





As
      set
      forth in the Company’s corporate governance documents, the Compensation
      Committee and/or Board of Directors will approve all payments to the CEO and
      all
      employees (other than administrative) that report directly to the CEO. The
      Compensation Committee and/or Board of Directors shall have discretion to make
      additional payments to the any employee (including the CEO and the CEO’s direct
      reports) to reward strong performance and the completion of successful strategic
      initiatives.





3


**Continued
      Employment:** Nothing
      contained in this bonus scheme shall guarantee any employee employment for
      any
      duration.





**Reservation
      of Rights** :
      All
      determinations made regarding the NYFIX 2008 AIP and the Company’s rights and
      obligations hereunder shall be made by the Company, and all such determinations
      shall be final and binding. The Company may, in its sole discretion, modify
      the
      terms of this Plan, including the Corporate, Divisional/Functional and/or
      Individual Goals and Objectives, at any time.





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