6. Incorporation by Reference; Definitions. This Award shall be subject to the terms,conditions and limitations of the Plan, which are incorporated herein by reference. In the eventof any contradiction, distinction or difference between this Award Agreement and the terms of thePlan, the terms of the Plan will control. Except as otherwise defined in this Award Agreement, theterms used in this Award Agreement shall have the meanings set forth in the Plan. The Award issubject to the interpretations, regulations and determinations concerning the Plan established fromtime to time by the Committee in accordance with the provisions of the Plan, including, but notlimited to, provisions pertaining to (i) rights and obligations with respect to the withholding oftaxes, (ii) the registration, qualification or listing of the shares, (iii) changes incapitalization of the Company, and (iv) other requirements of applicable law. The Committee shallhave the authority to interpret and construe the Award pursuant to the terms of the Plan, itsdecisions shall be conclusive as to any questions arising hereunder, and your acceptance of thisAward is you agreement to be bound by the interpretations and decisions of the Committee withrespect to this Award and the Plan.7. Issuance of Certificates.(a) The Company will hold non-certificated shares until the Shares vest.(b) When you obtain a vested right to the Shares, the vested Shares shall be issued to you inelectronic form, free of the restrictions under Paragraph 1 of this Award.8. Withholding. You are required to pay to the Company, or make other arrangementssatisfactory to the Company to provide for the payment of, any federal, state, local or other taxesthat the Company is required to withhold with respect to the grant or vesting of this Award.Subject to Committee approval, you may elect to satisfy any tax withholding obligation of theCompany with respect to this Award by having shares withheld up to anamount that does not exceed the minimum applicable withholding tax rate for federal (includingFICA), state, local and other tax liabilities.9. No Employment or Other Rights. This Award shall not confer upon you any right tobe retained by or in the employ or service of the Company or its parent or subsidiaries, and shallnot interfere in any way with the right of the Company or its parent or subsidiaries to terminateyour employment or service at any time. The right of the Company or its parent or subsidiaries toterminate at will your employment or service at any time for any reason is specifically reserved.10. Assignment by Company. The rights and protections of the Company hereunder shallextend to any successors or assigns of the Company and to the Company’s parent or subsidiaries andaffiliates. This Award may be assigned by the Company without your consent.11. Governing Law. This Agreement shall be deemed to be made under and shall beconstrued in accordance with the laws of the State of Delaware.12. Notice. All notices hereunder shall be in writing, and if to the Company or theCommittee, shall be delivered to the Board of Directors of the Company or mailed to its principaloffice, addressed to the attention of the Board of Directors; and if to you, shall be deliveredpersonally sent by facsimile transmission or mailed to you at the address appearing in the recordsof the Company. Such addresses may be changed at any time by written notice to the other partygiven in accordance with this Paragraph 12.         **ICG Group, Inc.**           By:         Walter W. Buckley, III      Chief Executive Officer  
 
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     Attest:       By:       Philip A. Rooney    Vice President, Treasury and Tax  I hereby accept the Share Award described in this Restricted Share Agreement. I have read theterms of the Plan and this Restricted Share Agreement, and agree to be bound by the terms of thePlan and this Restricted Share Agreement and the interpretations of the Committee with respectthereto.         **Accepted:**           By:                              (Grantee)  
 
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