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                                                                   EXHIBIT 10.5

                          New York Mercantile Exchange

                           DEFERRED COMPENSATION PLAN
                               FOR KEY EMPLOYEES

      1. Name and Purpose. The name of this plan is the New York Mercantile
Exchange Deferred Compensation Plan for Key Employees (the "Plan"). The purpose
of the Plan is to permit each key employee of the Company (the "Company") or any
subsidiary thereof (a "Subsidiary") who is designated by the New York Mercantile
Exchange Deferred Compensation Plan Committee of the Company (in either case, a
"Participant") to elect to defer all or a portion of his or her compensation
from the Company until such Participant ceases to be an Employee or is no longer
designated by the New York Mercantile Exchange Deferred Compensation Plan
Committee of the Company as being eligible to participate in the Plan. The Plan
is intended to be a "a plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees" within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), and shall be interpreted and administered to the
extent possible in a manner consistent with that intent.

      2. Right to Defer. For the calendar year, each Participant may elect to
defer payment of up to 15%, less the percentage deferred into the New York
Mercantile Exchange Savings and Investment Plan as of January 1st of that plan
year, of such participant's base compensation otherwise payable for services
rendered in such year ("Salary"). For the calendar year, each Participant may
also elect to defer payment of up to 100% of their annual bonus otherwise
payable for services rendered in such year ("Bonus"). Notwithstanding the
foregoing, for calendar year starting July 1, 1997, a Participant may elect to
defer up to 30%, less the percentage deferred into the New York Mercantile
Exchange Savings and Investment Plan as of July 1, 1997, of such Participant's
Salary otherwise payable for services rendered on or after July 1, 1997.

      3. Deferral Elections. A Participant's election to defer payments
hereunder (a "Deferral Election") shall be in writing and shall be deemed to
have been made upon receipt and acceptance by the Company. In order to be
effective hereunder, a Deferral Election for any calendar year must be made not
later than December 31 of the preceding calendar year and shall specify the time
and method of payment pursuant to Section 5(a) and 5(c) below applicable to the
amount(s) deferred thereunder.

            Notwithstanding the foregoing, (a) any Deferral Election for
calendar year July 1, 1997 may be made no later than June 30, 1997 and (b) a
person who becomes a Participant during a calendar


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year may make Deferral Elections with respect to Salary to be earned during the
remainder of such calendar year or before the thirtieth (30th) day after the
date he or she becomes a Participant. A Deferral Election made for a calendar
year may not be revised after the last date on which it could have been made,
except that any Deferral Election made with respect to a Participant's Salary
may be revoked in its entirety by the Participant at any time by filing a
written notice of revocation with the Company, but only as to Salary which has
not yet been earned and which is payable after receipt and acceptance by the
Company of such revocation.

      4. Accounts; Crediting Earnings & Losses.

            (a) All amounts deferred by a Participant under this Plan shall be
credited by the Company or Subsidiary, whichever is the employer of the
Participant, to a book account (a "Deferred Compensation Account) in the name of
such Participant as of the dates such amounts would have been paid to the
Participant but for his or her Deferral Election.

            (b) The Company shall, from time to time and in its sole discretion,
select one or more investment vehicles (which may, but need not be, comparable
to investment vehicles offered as investment options under the New York
Mercantile Exchange Deferred Compensation 401(k) Plan) to be made available as
the measuring standards for crediting earnings or losses to those sub-accounts
described in Section 4(a) within each Participant's Deferred Compensation
Account. A Participant may select from such investment vehicles in a manner
established by the Company, the investment vehicle or vehicles to apply to his
or her sub-accounts and may change such selections, all in accordance with such
rules as the Company may establish. The earnings or losses to be credited to the
portion of any Participant's sub-account under this Section 4(b) for any period
shall be equivalent to the amount of earnings or losses which would have been
credited to the sub-account if such portion of such sub-account had actually
been invested in such investment vehicles during such period in the manner
selected by the Participant.

            (c) Notwithstanding the foregoing, the Committee may change the
method for crediting earnings or losses to sub-accounts under (b) by written
notice to each Participant (including former Participants who then have a
Deferred Compensation Account which would be affected by such change), which
notice shall specify the new method for crediting earnings or losses to be used
under (b), the effective date of such change and the Deferred Compensation
Accounts to which such new method shall apply.

      5. Time and Method of Payment.

            (a) Amounts standing to the credit of each sub-account within a
Participant's Deferred Compensation Account shall be paid, or commence to be
paid, on the March first following the calendar year in which the Participant
ceases to be an employee of the Company and its


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Subsidiaries for any reason whatsoever. The amount of each such payment shall be
determined by the amount credited to such sub-account as of the preceding
December 31.

            (b) All amounts credited to each sub-account within the
Participant's Deferred Compensation Account shall be distributed in cash and
shall be made by the Company or the Subsidiary which credited such amounts to
the Participant's Deferred Compensation Account.

            (c) All amounts credited to a sub-account within the Participant's
Deferred Compensation Account shall be paid in either a single lump sum or in
annual installments over a period of up to 5 years, as the Participant has
specified in the Deferral Election(s) applicable to such sub-account; however,
the Company reserves the right, at any time, to accelerate payments being made
in annual installments, by making a single lump sum payment of the amount
standing to the credit of the Participant without the consent of the
Participant. In the case of installment payments, (i) interest on any
sub-account shall continue to be credited in accordance with Section 4 during
the payment period, and (ii) the amount of each payment shall be equal to the
amount credited to the Deferred Compensation Account as of the preceding
December 31 divided by the number of annual payments remaining to be made,
including the current payment.

            (d) All amounts credited to a Participant's Deferred Compensation
Account shall be paid as they become due to the Participant if then living. All
amounts credited to a Participant's Deferred Compensation Account at the time of
his or her death shall be paid pursuant to Section 6.

            (e) Notwithstanding any provision hereof to the contrary, if a
Participant believes he or she is suffering from a "hardship," an application
may be made to the Company for an acceleration of payments from one or more
sub-accounts within such Participant's Deferred Compensation Account. "Hardship"
for this purpose shall mean a need for financial assistance in meeting real
emergencies which would cause substantial hardship to the Participant or any
member of the Participant's immediate family, and which are beyond the
Participant's control. If the Company determines, in its sole discretion, that
the Participant is suffering from a "hardship," the Company may accelerate
payment to the Participant of such portion of such sub-account(s) within the
Participant's Deferred Compensation Account as the Company may determine is
required to alleviate such hardship, and each such sub-account shall be charged
with the amount paid therefrom as of the date of payment.

            (f) If a Participant is required to pay federal (or state) income
tax on all or any portion of the amount credited to his Deferred Compensation
Account prior to the time it is actually received or made available, such
portion of his Deferred Compensation Account shall be paid to him under the Plan
upon written request.

      6. Payments after Death. Each Participant may designate, from time to
time, a beneficiary or beneficiaries (who may be named contingently or
successively) to whom any amounts which remain credited to the Participant's
Deferred Compensation Account at the time of his or her


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death shall be paid. All such amounts shall be paid in a single lump sum or in
any other method permitted by the Company in accordance with Section 5(b) as
soon as practicable after such Participant's death. Each such designation shall
revoke all prior designations by the same Participant, except to the extent
otherwise specifically noted, shall be in a form prescribed by the Company, and
shall be effective only when filed by the Participant in writing with the
Company during his or her lifetime. Any amounts which remain credited to a
Participant's Deferred Compensation Account at the time of his or her death
which are not payable to a designated beneficiary shall be paid to the estate of
such Participant in a single lump sum in accordance with Section 5(b) as soon as
practicable after the death of such Participant.

      7. Claims Procedure. In the event any person is denied benefits by the New
York Mercantile Exchange Deferred Compensation Plan Committee, such person shall
be notified in writing within ninety (90) days (or one hundred eighty (180) days
if special circumstances require an extension of time) after receipt of this
claim by the Committee of:

            (a) the specific reason(s) for the denial;

            (b) specific references to pertinent Plan provisions on which the
denial is based;

            (c) a description of any additional material or information
necessary for the claimant to perfect his or her claim, and the reason why such
material or information is necessary; and

            (d) the procedure for submitting his or her claim for review. After
the denial of the claim, the claimant shall be entitled to review pertinent
documents and to submit to the Committee in writing any issues to comments the
claimant may have regarding his or her claim for benefits under the Plan.

            If the claimant cannot settle his or her dispute with a
representative of the Committee, the claimant may request a review of his or her
claim by the Committee. Such requests must be made by the claimant in writing
within sixty (60) days after receipt of notice that his or her claim has been
rejected and may include a request that he or she be granted a hearing before
the Committee; in which case, if the Committee shall deem appropriate, such
hearing shall be held as soon as practicable thereafter. The Committee shall
advise the claimant in writing of the disposition of his or her appeal within
sixty (60) days after the request for a review of the claim is first received by
the Committee (or within one hundred twenty (120) days if a review with a
hearing is requested) and shall give specific references to the pertinent Plan
provisions on which the decision is based.

      8. No Funding Required.

            (a) Nothing in this Plan will be construed to create a trust or to
obligate the Company, any Subsidiary or any other person to segregate a fund,
purchase an insurance contract, or in any other way to fund currently the future
payment of any benefits hereunder, nor will anything herein be construed to give
any Participant or any other person rights to any specific assets of the


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Company, any Subsidiary or of any other person. Except as provided in 8(b)
below, any benefits which become payable hereunder shall be paid from the
general assets of the Company or Subsidiary, whichever is applicable, in
accordance with the terms hereof.

            (b) The Company in its sole discretion may establish a grantor or
other trust of which it is treated as the owner under Subpart E of Subchapter J,
Chapter 1 of the Internal Revenue Code of 1986, as amended, to provide for the
payment of benefits hereunder, subject to such other terms and conditions as the
Company may deem necessary or advisable to ensure (i) that benefits are not
includible, by reason of the establishment or funding of the grantor trust, in
the income of trust beneficiaries prior to actual distribution and (ii) that the
existence of the grantor trust does not cause the Plan or any other arrangement
to be considered "funded" for purposes of Title I of ERISA.

      9. Plan Administration and Interpretation. The Company shall have complete
control over the administration of the Plan and complete control and authority
to determine, in its sole discretion, the rights and benefits and all claims,
demands and actions arising out of the provisions of the Plan of any
Participant, beneficiary, or other person having or claiming to have any
interest under the Plan and the Company's determinations shall be conclusive and
binding on all such parties. The Company shall be deemed to be the Plan
Administrator with the responsibility for complying with any reporting and
disclosure requirements of ERISA. The rights of the Company hereunder shall be
exercised by the New York Mercantile Exchange Deferred Compensation Plan
Committee of the Company.

      10. Non-Assignable. Amounts payable under this Plan shall not be subject
to alienation, assignment, garnishment, execution or levy of any kind, and any
attempt to cause any such amount to be so subjected shall be null, void and of
no effect and shall not be recognized by the Company or its Subsidiaries.

      11. Termination and Modification. The Company may terminate this Plan by
written notice to each Participant participating therein. A termination of the
Plan shall have no effect other than to eliminate the right of each Participant
to defer further compensation. Except for such "prospective" termination,
neither the Plan nor any Deferral Election in effect hereunder may be amended,
modified, waived, discharged or terminated, except by mutual consent of the
Company and the Participant or Participants affected thereby, which consent
shall be evidenced by an instrument in writing, signed by the party against
which enforcement of such amendment, modification, waiver, discharge or
termination is sought.

      12. Parties. The terms of this Plan shall be binding upon the Company, its
Subsidiaries and their successors or assigns and each Participant participating
herein and his or her beneficiaries, heirs, executors and administrators.

      13. Liability of Company. Subject to its obligation to pay the amount
credited to the Participant's Deferred Compensation Account at the time
distribution is called for by the payment


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option in effect, none of the Company, its Subsidiaries nor any person acting in
behalf of the Company or its Subsidiaries shall be liable to any Participant or
any other person for any act performed or the failure to perform any act with
respect to the Plan.

      14. Notices. Notices, elections or designations by a Participant to the
Company hereunder shall be addressed to the Company to the attention of the New
York Mercantile Exchange Deferred Compensation Plan Committee of the Company.
Notices by the Company to a Participant shall be addressed to the Participant at
his or her most recent home address as reflected in the records of the Company.

      15. Unsecured General Creditors. No Participant or his or her legal
representative or any beneficiary designated by him or her shall have any right,
other than the right of any unsecured general creditor, against the Company or
any Subsidiary in respect of the Deferred Compensation Account of such
Participant established hereunder.

      16. Effective Date. This Plan shall be effective as of July 1, 1997, and
shall continue in existence thereafter until terminated pursuant to Section 10.

      17. Governing Law. This Plan shall be construed and enforced in accordance
with, and governed by, the laws of the State of New York.

06/23/97


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