Exhibit
10.3.13


INVESTMENT
TECHNOLOGY GROUP, INC.

RESTRICTED SHARE AGREEMENT


THIS AGREEMENT, dated as
of                 ,
2004, between Investment Technology Group, Inc. (the “Company”), a Delaware
corporation, and                   (the
“Employee”).


WHEREAS, the Employee has
been granted the following award under the Company’s 1994 Stock Option and
Long-Term Incentive Plan (the “Plan”);


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, and for
other good and valuable consideration, the parties hereto agree as follows.


1.             Award of Shares.  Pursuant
to the provisions of the Plan, the terms of which are incorporated herein by
reference, the Employee is hereby awarded Restricted Shares (the “Award”),
subject to the terms and conditions of the Plan and those herein set
forth.  The Award is granted as of                  ,
2004 (the “Date of Grant”).  Capitalized
terms used herein and not defined shall have the meanings set forth in the
Plan.  In the event of any conflict between
this Agreement and the Plan, the Plan shall control.


2.             Terms and
Conditions.  It is understood and agreed that the Award of
Restricted Shares evidenced hereby is subject to the following terms and
conditions:


(a)           Vesting of Award.  Subject to Section 2(b) below and the
other terms and conditions of this Agreement, this Award shall become vested in
full on the third anniversary of the Date of Grant; provided, however,
that (i) the Award shall become immediately vested as to one half of the
Restricted Shares subject to the Award upon a Change of Control of the Company,
and (ii) the Award shall become immediately vested in full upon termination of
the employment of the Employee due to the Employee’s death or permanent and
total disability (as defined in Section 22(e)(3) of the Code).  Unless otherwise provided by the Committee,
all dividends and other amounts receivable in connection with any adjustments
to the Common Stock under Section 5 of the Plan shall be subject to the vesting
schedule in this Section 2(a).


(b)           Termination of Service; Forfeiture of
Unvested Award.  In the event of Termination
of Service of the Employee prior to the date the Award otherwise becomes
vested, the unvested portion of the Award shall immediately be forfeited by the
Employee and become the property of the Company.


(c)           Certificates.  Any
certificate or other evidence of ownership issued in respect of Restricted
Shares awarded hereunder shall be deposited with the Company, or its











designee, together with, if requested by the Company, a stock power
executed in blank by the Employee, and shall bear a legend disclosing the
restrictions on transferability imposed on such Restricted Shares by this
Agreement (the “Restrictive Legend”). 
Upon the vesting of Restricted Shares pursuant to Section 2(a)
hereof and the satisfaction of any withholding tax liability pursuant to
Section 5 hereof, the certificates evidencing such vested Common Stock,
not bearing the Restrictive Legend, shall be delivered to the Employee or other
evidence of vested Common Stock shall be provided to the Employee.


(d)           Rights of a Stockholder.  Prior
to the time a Restricted Share is fully vested hereunder, the Employee shall
have no right to transfer, pledge, hypothecate or otherwise encumber such
Restricted Share.  During such period,
the Employee shall have all other rights of a stockholder, including, but not
limited to, the right to vote and to receive dividends (subject to Section 2(a)
hereof) at the time paid on such Restricted Shares.


(e)           No Right to Continued Employment.  This Award shall not confer upon the Employee
any right with respect to continuance of employment by the Company nor shall
this Award interfere with the right of the Company to terminate the Employee’s
employment at any time.


(f)            Definitions.


(i)            For purposes hereof,
“Termination of Service” means the termination of the Employee’s employment
with the Company and its subsidiaries. 
An Employee employed by a subsidiary of the Company shall also be deemed
to incur a Termination of Service if the subsidiary of the Company ceases to be
such a subsidiary and the Employee does not immediately thereafter become an
employee of the Company or another subsidiary of the Company.  Temporary absences from employment because of
illness, vacation or leave of absence and transfers among the Company and its
subsidiaries shall not be considered a Termination of Service.


(ii)           “Change of Control”
means and shall be deemed to have occurred:


(A)          if any person (within
the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), other than the Company or a Related Party, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of Voting Securities representing 30% percent or more of the
total voting power of all the then-outstanding Voting Securities; or


(B)           if the individuals who,
as of the date hereof, constitute the Board of Directors of the Company,
together with those who first become directors subsequent to such date and
whose recommendation, election or nomination for election to the Board of
Directors of the Company was approved by a vote of at least a majority of the
directors then still in office who either were directors as of the date hereof
or whose recommendation, election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the members of the
Board of Directors of the Company; or



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(C)           upon consummation of a
merger, consolidation, recapitalization or reorganization of the Company, reverse
split of any class of Voting Securities, or an acquisition of securities or
assets by the Company other than (i) any such transaction in which the holders
of outstanding Voting Securities immediately prior to the transaction receive
(or retain), with respect to such Voting Securities, voting securities of the
surviving or transferee entity representing more than 50 percent of the total
voting power outstanding immediately after such transaction, with the voting
power of each such continuing holder relative to other such continuing holders
not substantially altered in the transaction, or (ii) any such transaction
which would result in a Related Party beneficially owning more than 50 percent
of the voting securities of the surviving or transferee entity outstanding
immediately after such transaction; or


(D)          upon consummation of the
sale or disposition by the Company of all or substantially all of the Company’s
assets, other than any such transaction which would result in a Related Party
owning or acquiring more than 50 percent of the assets owned by the Company
immediately prior to the transaction; or


(E)           if the stockholders of
the Company approve a plan of complete liquidation of the Company.


(iii)          “Related Party” means
(a) a majority-owned subsidiary of the Company; (b) an employee or group of
employees of the Company or any majority-owned subsidiary of the Company; (c) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any majority-owned subsidiary of the Company; or (d) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportion as their ownership of Voting Securities.


(iv)          “Voting Securities or
Security” means any securities of the Company which carry the right to vote
generally in the election of directors.


3.             Transfer of Common
Stock.  The Common Stock delivered
hereunder, or any interest therein, may be sold, assigned, pledged,
hypothecated, encumbered, or transferred or disposed of in any other manner, in
whole or in part, only in compliance with the terms, conditions and
restrictions as set forth in the governing instruments of the Company,
applicable federal and state securities laws or any other applicable laws or
regulations and the terms and conditions hereof.


4.             Expenses of
Issuance of Common Stock.  The
issuance of stock certificates hereunder shall be without charge to the
Employee.  The Company shall pay, and
indemnify the Employee from and against any issuance, stamp or documentary
taxes (other than transfer taxes) or charges imposed by any governmental body,
agency or official (other than income taxes) by reason of the issuance of
Common Stock.


5.             Withholding.  No later than the date of vesting of (or the
date of an election by the Employee under Section 83(b) of the Code with
respect to) the Award granted hereunder, the Employee shall pay to the Company
or make arrangements satisfactory to the



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Committee regarding
payment of any federal, state or local taxes of any kind required by law to be
withheld at such time with respect to such Award and the Company shall, to the
extent permitted or required by law, have the right to deduct from any payment
of any kind otherwise due to the Employee, federal, state and local taxes of
any kind required by law to be withheld at such time.  The Employee may elect to have the Company
withhold Common Stock to pay any applicable withholding taxes resulting from
the Award, in accordance with any rules or regulations of the Committee then in
effect.


6.             References.  References
herein to rights and obligations of the Employee shall apply, where
appropriate, to the Employee’s legal representative or estate without regard to
whether specific reference to such legal representative or estate is contained
in a particular provision of this Agreement.


7.             Notices.  Any
notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may subsequently by
similar process give notice of:


If to the Company:


Investment Technology Group, Inc.

380 Madison Avenue

New York, NY 10017


Attn.: General Counsel


If to the Employee:


At
the Employee’s most recent address shown on the Company’s corporate records, or
at any other address at which the Employee may specify in a notice delivered to
the Company in the manner set forth herein.


8.             Costs.  In any action at law or in equity to enforce
any of the provisions or rights under this Agreement, including any arbitration
proceedings to enforce such provisions or rights, the unsuccessful party to
such litigation or arbitration, as determined by the court in a final judgment
or decree, or by the panel of arbitrators in its award, shall pay the successful
party or parties all costs, expenses and reasonable attorneys’ fees incurred by
the successful party or parties (including without limitation costs, expenses
and fees on any appeals), and if the successful party recovers judgment in any
such action or proceeding such costs, expenses and attorneys’ fees shall be included
as part of the judgment.


9.             Further Assurances.  The Employee agrees to perform all acts and
execute and deliver any documents that may be reasonably necessary to carry out
the provisions of this



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Agreement, including but
not limited to all acts and documents related to compliance with federal and/or
state securities laws.


10.           Counterparts.  For convenience, this Agreement may be
executed in any number of identical counterparts, each of which shall be deemed
a complete original in itself and may be introduced in evidence or used for any
other purposes without the production of any other counterparts.


11.           Governing Law.  This Agreement shall be construed and
enforced in accordance with Section 10 of the Plan.


12.           Entire Agreement.  This Agreement, together with the Plan, sets
forth the entire agreement between the parties with reference to the subject
matter hereof, and there are no agreements, understandings, warranties, or
representations, written, express, or implied, between them with respect to the
Award other than as set forth herein or therein, all prior agreements,
promises, representations and understandings relative thereto being herein
merged.


13.           Amendment; Waiver.  This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants hereof may
be waived only by a written instrument executed by the parties hereto or, in
the case of a waiver, by the party waiving compliance.  Any such written instrument must be approved
by the Committee to be effective as against the Company.  The failure of any party at any time or times
to require performance of any provision hereof shall in no manner affect the
right at a later time to enforce the same. 
No waiver by any party of the breach of any term or provision contained
in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other term or
covenant contained in this Agreement.


14.           Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


15.           No Right to
Continued Employment.  Neither this
Agreement nor any action taken hereunder shall be construed as giving Employee
the right to be retained in the employ of the Company (or any of its
subsidiaries) nor shall it interfere in any way with the right of the Company
(or any of its subsidiaries) to terminate Employee’s employment at any time.



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IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first above written.


	
  

  	
  Investment
  Technology Group, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Raymond L.
  Killian, Jr.

  
	
   

  	
  Title: CEO and
  President

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 



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