Exhibit
10.3.16


INVESTMENT
TECHNOLOGY GROUP, INC.

RESTRICTED SHARE UNIT AGREEMENT


THIS AGREEMENT, dated as of                                
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 Restricted Share Units.  Pursuant to the provisions of the
Plan, the terms of which are incorporated herein by reference, the Employee is
hereby awarded            
Restricted Share Units (the “Award”), subject to the terms and conditions of
the Plan and those herein set forth.  The
Award is granted as of                               
(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 Share Units 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 the Award shall become immediately vested in full (i) upon a Change of
Control of the Company or (ii) 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 amounts receivable in
connection with any adjustments to the Common Stock under Section 5.5 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 Award shall immediately be forfeited by
the Employee.


(c)            Distribution of
Shares.  The Company shall distribute
to the Employee (or his or her heirs in the event of the Employee’s death) at
the time of vesting of the Award, a number of shares of Common Stock equal to
the number of Restricted Share Units then held by the Employee that became
vested at such time.













(d)              Rights and Restrictions.  The Award shall not be transferable, other
than pursuant to will or the laws of descent and distribution.  Prior to vesting of the Award and delivery of
the shares of Common Stock to the Employee, the Employee shall not have any
rights or privileges of a shareholder as to the shares of Common Stock subject
to the Award.  Specifically, the Employee
shall not have the right to receive dividends or the right to vote such shares
of Common Stock prior to vesting of the Award and delivery of the shares of
Common Stock.


(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, “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


(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



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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.


(ii)            “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.


(iii)           “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.


(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 to
be 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.  The Employee shall pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any federal,
state or local taxes of any kind required by law to be withheld at any time
with respect to the 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.  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.



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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 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.



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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.



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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

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Employee

  



 



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