EMPLOYMENT AGREEMENT



      EMPLOYMENT AGREEMENT dated as of November 16, 2000, by and between NEW

YORK MERCANTILE EXCHANGE, which has its principal place of business at One North

End Avenue, New York, New York 10282 (the "Company"), and NEAL L. WOLKOFF (the

"Executive").



      WHEREAS, the parties wish to amend and restate the terms on which the

Executive is employed by the Company;



      NOW, THEREFORE, the parties agree as follows:



      1. Term. The Company hereby employs the Executive, and the Executive

hereby accepts such employment, for a term commencing as of July 1, 2000 and

ending on December 31, 2003, unless sooner terminated in accordance with the

provisions of Section 4 or Section 5 (the "Initial Term"); with such employment

to continue thereafter for successive one-year periods (each an "Extension

Term") in accordance with the terms of this Agreement (subject to termination as

aforesaid) unless either party notifies the other party of non-renewal in

writing prior to 30 days before the expiration of the Initial Term or an

Extension Term, as applicable (the period during which the Executive is employed

hereunder, including the Initial Term and each Extension Term, being hereinafter

referred to as the "Term").



      2. Duties. During the Term, the Executive shall be employed by the Company

as Executive Vice President of the Company, and, as such, the Executive shall

faithfully perform for the Company the duties of said office and shall perform

such other duties of an executive, managerial or administrative nature,

consistent with his office, as shall be specified and designated from time to

time by the Board of Directors of the Company (the "Board"). The Executive shall

devote substantially all of his business time and effort to the performance of

his duties hereunder.



      3. Compensation.



            3.1 Salary. The Company shall pay the Executive during the Term a

salary at the rate of $500,000 per year (the "Annual Salary"). For each

Extension Term, the Annual Salary shall be equal to the product of (x) $500,000,

multiplied by (y) a fraction, the numerator of which is the CPI Index (as

hereinafter defined) most recently published prior to the first day of the

Extension Term and the denominator of which is the CPI Index most recently

published prior to the date of this Agreement. As used in this Agreement, the

"CPI Index" means the Consumer Price Index for All Urban Consumers, all items

index (1982-84=100), U.S. city average, published by the U.S. Bureau of Labor

Statistics, or any successor index; provided, however, that the adjustment

provided for in this sentence shall not be made if it otherwise would result in

a reduction of the Annual Salary. The Annual Salary shall be payable in

accordance with the customary payroll practices of the Company applicable to its

senior executives.



            3.2 Bonus.



            (a) In addition to the Annual Salary, for each calendar year ending

during the Initial Term, the Executive shall have the opportunity to receive an

annual bonus (the "Annual Bonus") in an amount to be determined by the Board,

but in no event less than $250,000 per year. The Executive's minimum bonus

entitlement for the year ending December 31, 2000 shall be $250,000 and shall

not be



   2



prorated. For each Extension Term, the minimum Annual Bonus shall be equal to

the product of (x) $250,000, multiplied by (y) a fraction, the numerator of

which is the CPI Index most recently published prior to the first day of the

Extension Term and the denominator of which is the CPI Index most recently

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