Preview | Secondment Agreement |

Exhibit 1.01

SECONDMENT AGREEMENT

This agreement (the “Secondment Agreement”), dated as of January 17, 2006, is made and entered into between New York Stock Exchange, Inc. (“NYSE”), a New York not-for-profit corporation, Archipelago Holdings, Inc. (“Arca”), a Delaware corporation, and Nelson Chai (“Chai”), an individual (each individually sometimes called a “Party,” and, collectively, the “Parties”).

WHEREAS, Arca has agreed that it will make Chai available to NYSE to perform the Services, as defined below, during the Secondment Period, as defined below;

WHEREAS, Chai has agreed to provide the Services to NYSE during the Secondment Period; and

WHEREAS, the Parties desire to enter into this Secondment Agreement to set forth the terms and conditions under which Chai will provide the Services to NYSE during the Secondment Period;

NOW, THEREFORE, in consideration of the premises and the mutual agreements of the Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

Section 1. Definitions. The following initially capitalized terms, as used in this Secondment Agreement, have the following meanings:

(a) “Secondment Period” means that period commencing when NYSE’s Chief Executive Officer determines and advises Chai that he should commence providing the Services and ending upon the termination of this Secondment Agreement as hereinafter provided.

(b) “Services” means all services commensurate with the duties of the Chief Financial Officer of NYSE during the Secondment Period. Without limiting the generality of the foregoing definition of Services, it is contemplated that during the anticipated Secondment Period Chai’s Services shall include, but not be limited to, those set forth in Exhibit A attached hereto.

Section 2. Chai’s Continued Employment with Arca. During the Secondment Period: (i) Arca shall make Chai available to NYSE for the purpose of performing the Services for or on behalf of NYSE and (ii) Chai agrees to perform the Services for and on behalf of NYSE. Notwithstanding the foregoing, Chai will at all times during the Secondment Period continue to be an employee of, and an employee only of, Arca. Chai shall be subject to the personnel policies and other terms and conditions of employment administered by Arca with respect to its employees, generally, and shall be entitled to receive from Arca all benefits, perquisites and privileges available generally to Arca employees, whether or not seconded. Chai shall also be subject to NYSE’s Statement of Business Conduct and Ethics for Non-NYSE Personnel, NYSE’s fingerprinting policy and NYSE’s other policies and procedures that apply to independent contractors, generally, while providing the Services to NYSE pursuant to this Secondment Agreement. During the Secondment Period, Chai shall report to, and receive substantive direction regarding his duties from, NYSE’s Chief Executive Officer.

Section 3. Salary and Benefits. During the Secondment period, Arca, and not NYSE, shall pay Chai’s salary and provide any insurance, pension and other benefits to which he is entitled as an employee of Arca and under any written

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