Exhibit 10.14.2


 


	
   

  	
   

  	
  EDWARD KNIGHT

  
	
   

  	
   

  	
  EXECUTIVE VICE PRESIDENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE NASDAQ STOCK MARKET

  
	
  NASDAQÒ

  	
   

  	
  1801 K STREET NW

  
	
   

  	
   

  	
  WASHINGTON, DC 20006

  
	
   

  	
   

  	
  P 202.912.3030 F 202.912.3191

  
	
   

  	
   

  	
  edward.knight@nasdaq.com

  



 


February 25, 2004


 


Mr. Richard G. Ketchum


Citigroup


388 Greenwich Street, 39th floor


New York, NY 10013


 


Richard Bernard, Esq.


Marshall N. Carter


New York Stock Exchange, Inc.


11 Wall Street


New York, NY 10005


 


Gentlemen:


 


The purpose of this letter is to evidence an agreement made by The
Nasdaq Stock Market, Inc. (the “Nasdaq”), Richard G. Ketchum (“Ketchum”) and
the New York Stock Exchange, Inc. (“NYSE”) and to amend certain terms of a
prior employment agreement between Nasdaq and Ketchum that was effective as of
December 29 2000 (the “Agreement”). 
All capitalized terms used in this letter have the same meaning as set
forth in the Agreement.


 


Ketchum has been offered employment with NYSE as its new Chief
Regulatory Officer.  However, pursuant
to the terms of the Agreement, Ketchum may not engage in any “Competitive
Business” or perform certain activities for a Competitive Business during the
“Restricted Period” which ends June 17, 2004.


 


In exchange for the following consideration, Nasdaq hereby waives all
rights it may have against Ketchum and/or NYSE under Section 10(a)(a) of
the Agreement in connection with Ketchum’s employment by the NYSE prior to
June 18, 2004 (at which time the limitations in the Agreement as to his
restricted activities expires):


 


1.                                    NYSE will pay
$100,000 to Nasdaq with respect to each of March, April, May and
June 2004, respectively, but subject to a maximum amount of $300,000, if
Ketchum provides any service to NYSE for any portion of such month.  NYSE may choose to pay $300,000 upon Ketchum’s
first providing services to the NYSE, or may make payments of $100,000 each
month.  In the latter case, the
applicable payment for a 


 

















 


month will be made within 10 business days following the first day of
the applicable month (or ten days after the commencement of employment, if
Ketchum’s employment with NYSE does not commence on the first day of a month).


 


2.                                    Ketchum waives any
rights under the Agreement to any “Incentive Compensation” from Nasdaq that he
may have been entitled to pursuant to the terms of the Agreement with respect
to the 2003 calendar year.  For the
avoidance of doubt, the amount waived is $251,316.


 


3.                                    NYSE will implement
the measures as described in a letter to Nasdaq from Richard Bernard, dated
December 24, 2003, which is incorporated herein and made a part of the
Agreement.


 


This letter agreement modifies and supercedes the Agreement solely to
the extent described herein and the Agreement, as modified herein, remains in
full force and effect.  The terms of
this letter agreement will become effective upon its execution by all parties.


 


Please acknowledge your agreement to the foregoing by executing this
letter below.


 


Sincerely,


 


 


	
  THE NASDAQ STOCK MARKET, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Edward S. Knight

  	
   

  
	
   

  	
  Edward S. Knight

  
	
   

  
	
   

  
	
  Agreed to and Accepted:

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard G. Ketchum

  	
   

  
	
   

  	
  Richard G. Ketchum

  



 


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  NEW YORK STOCK EXCHANGE, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Richard Bernard

  	
   

  
	
   

  	
  Richard Bernard

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Marshall N. Carter

  	
   

  
	
   

  	
  Marshall N. Carter

  	
   

  



 


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