Investment Technology Group (ITG)

1.     Purposes

The purposes of the Amended and Restated Investment Technology Group, Inc. Stock Option and Long-term Incentive Plan (the “Plan”) are to advance the interests of the Company, to increase stockholder value by providing its directors, officers and other key employees with a proprietary interest in the growth and performance of the Company and with incentives for continued service with rewards for outstanding service to the Company and its subsidiaries, and to provide the Company with an additional means to attract and retain qualified officers and other key employees. To this end, the Committee, as hereinafter designated, may grant stock options, stock appreciation rights, performance units, dividend equivalents and/or other incentive awards to directors, officers and other key employees of the Company and its subsidiaries, on the terms and subject to the conditions set forth in this Plan. The Plan was merged with and into the Investment Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the “2007 Plan”) effective as of May 8, 2007 (the “Effective Date”). No new grants will be made under the Plan after the Effective Date and any Shares issued pursuant to outstanding Awards under this Plan after the Effective Date shall be issued under the 2007 Plan.