Exhibit
10.3.21


INVESTMENT TECHNOLOGY
GROUP, INC.

SIXTH AMENDED AND RESTATED

1998 STOCK UNIT AWARD PROGRAM


1.             Purpose


This Sixth Amended and Restated 1998 Stock Unit Award
Program (the “Program”) is implemented under the 1994 Stock Option and
Long-Term Incentive Plan, as amended and restated (the “Plan”), of Investment
Technology Group, Inc. (the “Company”) in order to provide an additional
incentive to selected members of senior management and key employees to increase
the success of the Company, by substituting stock units for a portion of the
cash compensation payable to such persons, which stock units represent an
equity interest in the Company to be acquired and held under the Program on a
long-term, tax-deferred basis, and otherwise to promote the purposes of the
Plan.  The Program is amended and
restated herein, effective for deferrals made from compensation earned for
periods on or after January 1, 2006. 
Deferrals made from compensation earned for periods prior to January 1,
2006 shall be governed by the Program as in effect prior to this sixth
amendment and restatement.  Persons
selected to be eligible to participate in the Program will participate only if
they elect to participate for a calendar year.


2.             Definitions


Capitalized terms used in the Program but not defined
herein shall have the same meanings as defined in the Plan.  In addition to such terms and the terms
defined in Section 1, the following terms used in the Program shall have the
meanings set forth below:


2.1           “Account” means the
account established for each Participant pursuant to Section 7(g) hereof.


2.2           “Actual Reduction
Amount” means the amount by which a given quarterly or year-end bonus payment
to a Participant is in fact reduced under Section 6.


2.3           “Administrator” shall
be the person or committee appointed by the Committee to perform ministerial
functions under the Program and to exercise other authority delegated by the
Committee.


2.4           “Assigned Reduction
Amount” means an amount determined by the Administrator in accordance with Section
6(b), in the case of an individual Participant, which shall be used under
Section 7(a) to determine the number of Stock Units to be credited to the
Participant’s Account in respect of a given calendar quarter.  The Assigned Reduction Amount does not accumulate
from one quarter to the next.


2.5           “Basic Stock Unit”
means a Stock Unit granted pursuant to the first sentence of Section 7(a).













2.6           “Cause” shall be deemed
to exist where a Participant: (i) commits any act of fraud, willful misconduct
or dishonesty in connection with their employment; (ii) fails, refuses or
neglects to timely perform any material duty or job responsibility and such
failure, refusal or neglect is not cured after appropriate warning; (iii) commits
a material violation of any law, rule, regulation or by-law of any governmental
authority (state, federal or foreign), any securities exchange or association
or other regulatory or self-regulatory body or agency applicable to Company or
any of its subsidiaries or affiliates or any general written policy or
directive of Company or any of its subsidiaries or affiliates; (v) commits
a crime involving dishonesty, fraud or unethical business conduct, or a felony;
or (vii) is expelled or suspended, or is subject to an order temporarily or
permanently enjoining Participant from an area of activity which constitutes a
significant portion of Participant’s activities by the Securities and Exchange
Commission, the National Association of Securities Dealers Regulation, Inc.,
any national securities exchange or any self-regulatory agency or governmental
authority, state, foreign or federal.


2.7           “Change of Control”
means and shall be deemed to have occurred if:


(a)           any person (within the
meaning of 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)           the individuals who, as
of the Effective Date, constitute the Board, together with those who first
become directors subsequent to such date and whose recommendation, election or
nomination for election to the Board was approved by a vote of at least a
majority of the directors then still in office who either were directors as of
the Effective Date 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; or


(c)           the stockholders of the
Company approve a merger, consolidation, recapitalization or reorganization of
the Company or one of its subsidiaries, reverse split of any class of Voting
Securities, or an acquisition of securities or assets by the Company or one of
its subsidiaries, or consummation of any such transaction if stockholder
approval is not obtained, 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)           the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or sub-stantially 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.



 2
 









2.8            “Current Participant”
means a Participant who, for the calendar year, has elected, in accordance with
Section 5 below, to participate in the Program and is, therefore, subject
to mandatory payment of a portion of his or her compensation for the calendar
year by grant of Stock Units under the Program.


2.9           “Matching Stock Unit”
means a Stock Unit granted pursuant to the second sentence or the last sentence
of Section 7(a).


2.10         “Participant” means an
eligible person who is granted Stock Units under the Program, which Stock Units
have not yet been settled.


2.11         “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.


2.12         “Retirement” means
Termination of Employment (other than a termination for Cause) after the
Participant has reached age 65 or after the Participant has reached age 55 and
has at least 10 years of service with the Company and its subsidiaries.


2.13         “Stock Unit” means an
award, granted pursuant to Section 6.5 and 6.6 of the Plan, representing a
generally nontransferable right to receive one share of Common Stock at a
specified future date together with a right to Dividend Equivalents as
specified in Section 7(d) hereof and subject to the terms and conditions of the
Plan and the Program.  Notwithstanding
anything to the contrary, in the case of Stock Units granted to employees of
ITG Canada Corp. and KTG Technologies Corp., the Committee may, in its
discretion, settle such Stock Units by delivery of cash equal to the Fair
Market Value on the settlement date of the number of shares of Common Stock
equal to the number of such Stock Units. 
Stock Units are bookkeeping units, and do not represent ownership of
Common Stock or any other equity security.


2.14         “Termination of
Employment” means termination of a Participant’s employment by the Company or a
subsidiary for any reason, including due to death or disability, immediately
after which event the Participant is not employed by the Company or any
subsidiary.


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


3.             Administration


(a)           Authority.  The Program shall be established and administered
by the Committee, which shall have all authority under the Program as it has
under the Plan; provided, however, that terms of the grant of Stock Units
hereunder may not be inconsistent with the express terms set forth in the
Program.  Ministerial functions under the
Program and other authority specifically delegated by the Committee shall be
performed or exercised by and at the direction of the Administrator.



 3
 









(b)           Manner of Exercise
of Authority.  Any action of the
Committee or its delegatee with respect to the Program shall be final,
conclusive, and binding on all persons, including the Company, subsidiaries,
participants granted Stock Units which have not yet been settled, and any
person claiming any rights under the Program from or through any Participant, except
that the Committee may take action within a reasonable time after any such
action superseding or overruling a prior action.


(c)           Limitation of
Liability.  Each member of the
Committee or delegatee shall be entitled to, in good faith, rely or act upon
any report or other information furnished to him by any officer or other
employee of the Company or any subsidiary or any agent or professional assisting
in the administration of the Plan, such member or person shall not be
personally liable for any action, determination, or interpretation taken or
made in good faith with respect to the Program, and such member or person
shall, to the extent permitted by law, be fully indemnified and protected by
the Company with respect to any such action, determination, or interpretation.


(d)           Status as Subplan
Under the Plan.  The Program
constitutes a subplan implemented under the Plan, to be administered in
accordance with the terms of the Plan. 
Accordingly, all of the terms and conditions of the Plan are hereby
incorporated by reference, and, if any provision of the Program or a statement
or document relating to Stock Units granted hereunder conflicts with a
provision of the Plan, the provision of the Plan shall govern.


4.             Stock
Subject to the Program


Shares of Common Stock delivered upon settlement of
Stock Units under the Program shall be shares reserved and available under the
Plan.  Accordingly, Stock Units may be
granted under the Program if sufficient shares are then reserved and available
under the Plan, and the number of shares delivered in settlement of Stock Units
hereunder shall be counted against the shares reserved and available under the
Plan.  Awards may be granted under the
Plan even though the effect of such grants will be to reduce the number of
shares remaining available for grants hereunder.  Stock Units granted under the Program in
place of compensation under the Plan resulting from a 162(m) Award (as defined
in the Plan) or in place of compensation under the Company’s
Pay-for-Performance Incentive Plan shall be subject to annual per-person limitations
applicable to such compensation under such plan.


5.             Eligibility
and Election


The Committee may select any person who is eligible to
be granted an Award under the Plan to be eligible to be granted Stock Units
under the Program in lieu of compensation otherwise payable to the person (such
persons are referred to herein as “Eligible SUA Participants”).  A Participant who is selected to be an
Eligible SUA Participant in one year will not necessarily be selected to be an
Eligible SUA Participant in a subsequent year. 
An Eligible SUA Participant may elect to participate in the Program and,
therefore, be a Current Participant for a calendar year by filing a written
irrevocable election with the Company prior to the beginning of that calendar
year.  Participation elections (for
persons who continue to be Eligible SUA Participants) will automatically carry
forward for subsequent calendar years unless the Participant irrevocably elects
in writing, by no later than the last day of the immediately preceding calendar
year, not to participate in the Program for a calendar year.  Notwithstanding the foregoing, an Eligible
SUA



 4
 









Participant may make an election to participant in the
program within 30 days after first becoming an Eligible SUA Participant, but,
notwithstanding any provision of this Program to the contrary, only with
respect to compensation earned for services provided after the effective date
of the election, which, in the case of bonus payable for a period beginning
prior to and ending after the effective date of the election, shall be prorated
for the portion of the period beginning after the effective date of the election.


For calendar year 2006, the Committee may select any
person who is eligible to be granted an Award under the Plan to be eligible to
be granted Stock Units under the Program solely in lieu of annual bonus
compensation otherwise payable to the person at the end of calendar year 2006
(such persons are referred to herein as “Eligible SUA Bonus Participants”).  An Eligible SUA Bonus Participant may elect
to participate in the Program for calendar year 2006 and, therefore, be a
Current Participant for calendar year 2006 by filing a written irrevocable
election with the Company prior to June 30, 2006 (such persons are referred to
herein as “2006 Bonus Participants”). 
The compensation of such 2006 Bonus Participants shall be reduced under
the Program solely as provided in Section 6(a)(iii) below.


6.             Mandatory Reduction
of Bonus Compensation


(a)          (i)  Amount of
Mandatory Reduction.  A Current
Participant’s cash compensation earned for the calendar year of participation
shall be automatically reduced by an amount determined in accordance with the
following schedule:


0% of the first $200,000 of
annual compensation;
 15% of the next $100,000 of annual compensation;
and

20% of annual compensation in excess of $300,000.


The foregoing notwithstanding, the Committee may
adjust the schedule applicable to an individual Current Participant and in no
event will the amount by which cash compensation is reduced exceed the amount
of bonus payable to the Participant for the calendar year.  For purposes of the Program, the amount by
which cash compensation is reduced hereunder shall be calculated without regard
to any reductions in compensation resulting from Participant’s contributions
under any Section 401(k), Section 125, pension plan, or other plan of the
Company or a subsidiary, and such amount shall not be deemed a reduction in the
Participant’s compensation for purposes of any such Section 401(k), Section
125, pension plan, or other plan of the Company or a subsidiary.


(ii)  In lieu of the schedule set forth in
Section 6(a)(i) above, each Current Participant who participated in the
Program for the portion of calendar year 2003 prior to June 30 and who made a
one-time written election (in the form specified by the Committee) on or prior
to June 30, 2003 to have any and all mandatory reductions under the Program
based on the following schedule shall have all reductions hereunder based on
such following schedule:


5% of the first $100,000
of annual compensation;

10% of the next $100,000 of annual compensation;

15% of the next $100,000 of annual compensation; and

20% of annual compensation in excess of $300,000.



 5
 









Notwithstanding the foregoing, a Current Participant
who would otherwise be subject to the schedule set forth in this Section
6(a)(ii) may instead make a one-time written, irrevocable election prior to
January 1, 2006 (in the form specified by the Committee) to have any and all mandatory
reductions under the Program based on the schedule set forth in Section
6(a)(i).


(iii)  Mandatory Reduction for 2006 Bonus
Participants.  In lieu of the
schedules set forth in Section 6(a)(i) and (ii) above a 2006 Bonus Participant’s
cash bonus compensation earned for calendar year 2006 and payable at the end of
such calendar year shall be automatically reduced (but not below zero) by an
amount determined in accordance with the following schedule:


0% of the first $200,000
of annual compensation for 2006;


15% of the next $100,000
of annual compensation for 2006; and


20% of annual
compensation for 2006 in excess of $300,000.


For purposes of the Program, the amount by which cash
bonus compensation is reduced hereunder shall be calculated without regard to
any reductions in compensation resulting from Participant’s contributions under
any Section 401(k), Section 125, pension plan, or other plan of the Company or
a subsidiary, and such amount shall not be deemed a reduction in the Participant’s
compensation for purposes of any such Section 401(k), Section 125, pension
plan, or other plan of the Company or a subsidiary.


(b)         Manner of Reduction of
Compensation.  Amounts by which
compensation is reduced under Section 6(a)(i) or (ii) will be subtracted from
bonus amounts in respect of services during the year otherwise payable to the
Current Participant at or following the end of the first three calendar
quarters of such year and at or following the end of the year.  The amount by which each bonus amount payable
following the end of the first three calendar quarters will be reduced will be
calculated based on a reasonable estimate of total compensation for the year,
taking into account the amount by which compensation previously has been
reduced for the year (i.e., in the case of a Participant employed since the
beginning of the year and for whom estimated annual compensation has not varied
during the year, by calculating an estimated aggregate amount by which
compensation will be reduced for the year and reducing the quarterly bonus
payment by one-fourth of such amount), and will be calculated at the time the
year-end bonus amount otherwise becomes payable based on actual compensation
for the year, taking into account the amount by which compensation previously
has been reduced for the year (i.e., by calculating the actual amount by which
compensation will be reduced for the year and reducing the year-end bonus
payment by that amount less the amount by which compensation was reduced in
previous quarters).  The foregoing notwithstanding,
the Administrator may determine in the case of any individual Participant,
including a Participant who is not paid a bonus on a quarterly basis, the
extent (if any) to which any bonus amounts other than the Participant’s
year-end bonus amount shall be reduced taking into account the terms of the
Participant’s compensation arrangement and the Participant’s individual
circumstances.  In such cases, the
Administrator may assign to the Participant an Assigned Reduction Amount for
each calendar quarter, so that Stock Units will be automatically granted to
such Participant under Section 7(a) at times and in amounts comparable to
grants to other Participants, such that, on a full-year basis, the aggregate of
the Participant’s Assigned Reduction Amounts and any Actual Reduction Amounts
used to determine the number of Stock Units credited to the Participant’s
Account under Section 7(a) for



 6
 









such year will equal the aggregate amount by
which the Participant’s full-year’s compensation is to be reduced (after giving
effect to adjustments under Section 7(b)).


Amounts by which compensation is reduced under Section
6(a)(iii) will be subtracted from any annual bonus for calendar year 2006
otherwise payable to the 2006 Bonus Participant at or following the end of
calendar year 2006.


7.             Grant of Stock Units


(a)           Automatic Grant of
Stock Units.  Except as set forth
below, each Participant shall be automatically granted Basic Stock Units, as of
fifteen days after the last day of each calendar quarter, in a number equal to
the Participant’s Actual Reduction Amount or Assigned Reduction Amount (as applicable)
divided by the Fair Market Value of a share of Common Stock on the last day of
such calendar quarter. In addition, each Participant shall be automatically
granted Matching Stock Units, as of fifteen days after the last day of each calendar
quarter, in a number equal to 20% of the number of Basic Stock Units granted
under this Section 7(a) at that date. Stock Units shall be initially credited
to the Participant’s Account as of the date of grant (it being recognized, however,
that the determination of the number of Stock Units granted and the posting of
such transactions to the Account may occur after date of grant under this Section
7(a), based on the time at which quarterly bonus amounts are determined and the
Actual Reduction Amount or Assigned Reduction Amount determined in accordance
with Section 6 hereof).  Other provisions
of the Program notwithstanding, no grant of Stock Units shall be effective until
the date of grant specified in this Section 7(a), and, at any time prior to
such date of grant, the Committee shall retain full discretion to adjust a
Participant’s Actual Reduction Amount or Assigned Reduction Amount downward or
otherwise reduce or cancel the automatic grant of Stock Units, provided that
any such adjustment or reduction in the number of Stock Units to be issued
shall result in a reversal of any corresponding reduction in compensation under
Section 6(b).  Notwithstanding the
foregoing, in the case of 2006 Bonus Participants, Basic Stock Units shall be
automatically granted as of fifteen days after the last day of calendar year
2006 in a number equal to the 2006 Bonus Participant’s Actual Reduction Amount
divided by the Fair Market Value of a share of Common Stock on the last day of
calendar year 2006.  In addition, each
2006 Bonus Participant shall be automatically granted Matching Stock Units, as
of fifteen days after the last day of calendar year 2006, in a number equal to
20% of the number of Basic Stock Units granted at that date.


(b)           Risk of Forfeiture;
Cancellation of Certain Stock Units. 
The Basic Stock Units, together with any Dividend Equivalents credited
thereon, shall at all times be fully vested and non-forfeitable.  Matching Stock Units, together with any
Dividend Equivalents credited thereon, will vest 100% on the third anniversary
of the date of grant, provided the Participant remains continuously employed by
the Company through such vesting date; provided, however, that
all Matching Stock Units (together with Dividend Equivalents credited thereon)
will vest in full at the time of Retirement of the Participant or at the time
of closing of a transaction which constitutes a Change of Control, but in
either such event the Matching Stock Units shall continue to be settled on the
schedule set forth in Section 8(a) below; provided further, however,
that all Matching Stock Units (together with Dividend Equivalents credited
thereon) will vest in full at the time a Participant’s employment terminates
due to his or her death or disability, and all stock units held by such
Participant shall be settled as soon as practicable thereafter.  If the



 7
 









Participant’s employment by the Company terminates
for any reason other than Retirement, death or disability prior to a vesting
date, unless the Committee provides otherwise, all unvested Matching Stock
Units, together with any Dividend Equivalents credited thereon, shall be
forfeited to the Company.  The foregoing
notwithstanding, if, at the end of a given year (upon calculation of year-end
bonuses), the aggregate of the Participant’s Actual Reduction Amounts and any Assigned
Reduction Amounts used to determine the number of Stock Units credited under
Section 7(a) for such year exceeds the amount by which the full-year’s compensation
should have been reduced under Section 6(a) (the “corrected full-year amount”),
the Participant shall be paid, prior to March 15 of the following year, in
cash, without interest, the amount (if any) by which such Actual Reduction Amounts
and Assigned Reduction Amounts exceeded such corrected full-year amount, and
any Stock Units (including Basic Stock Units and Matching Stock Units relating
thereto) credited to the Participant under Section 7 as a result of such excess
Actual Reduction Amounts and Assigned Reduction Amounts shall be
cancelled.  Unless otherwise determined
by the Administrator, the Stock Units to be cancelled shall be cancelled from
each of the four quarterly grants in the proportion the Actual Reduction
Amounts and Assigned Reduction Amounts used in determining such quarterly grant
bore to the aggregate of the Actual Reduction Amounts and Assigned Reduction
Amounts used in determining all grants of Stock Units over the full year.


(c)           Nontransferability.  Stock Units and all rights relating thereto
shall not be transferable or assignable by a Participant, other than by will or
the laws of descent and distribution, and shall not be pledged, hypothecated,
or otherwise encumbered in any way or subject to execution, attachment, or
similar process.


(d)           Dividend Equivalents
on Stock Units.  Dividend Equivalents
shall be credited on Stock Units as follows:


(i)            Cash and
Non-Common Stock Dividends.  If the
Company declares and pays a dividend or distribution on Common Stock in the form
of cash or property other than shares of Common Stock, then a number of
additional Stock Units shall be credited to a Participant’s Account as of the
payment date for such dividend or distribution equal to (i) the number of Stock
Units credited to the Account as of the record date for such dividend or
distribution multiplied by (ii) the amount of cash plus the fair market value
of any property other than shares actually paid as a dividend or distribution
on each outstanding share of Common Stock at such payment date, divided by
(iii) the Fair Market Value of a share of Common Stock at such payment date.


(ii)           Common
Stock Dividends and Splits.  If the
Company declares and pays a dividend or distribution on Common Stock in the
form of additional shares of Common Stock, or there occurs a forward split of
Common Stock, then a number of additional Stock Units shall be credited to the
Participant’s Account as of the payment date for such dividend or distribution
or forward split equal to (i) the number of Stock Units credited to the Account
as of the record date for such dividend or distribution or split multiplied by
(ii) the number of additional shares of Common Stock actually paid as a
dividend or distribution or issued in such split in respect of each outstanding
share of Common Stock.



 8
 









(e)           Adjustments to Stock
Units.  The number of Stock Units
credited to each Participant’s Account shall be appropriately adjusted, in
order to prevent dilution or enlargement of Participants’ rights with respect
to such Stock Units, to reflect any changes in the number of outstanding shares
of Common Stock resulting from any event referred to in Section 5.5 of the
Plan, taking into account any Stock Units credited to the Participant in
connection with such event under Section 7(d).


(f)            Fractional Shares.  The number of Stock Units credited to a
Participant’s Account shall include fractional shares calculated to at least
three decimal places, unless otherwise determined by the Committee.


(g)           Accounts and
Statements. The Administrator shall establish, or cause to be established,
an Account for each Participant.  An
individual statement of each Participant’s Account will be issued to each
Participant not less frequently than annually. 
Such statements shall reflect the Stock Units credited to the
Participant’s Account, transactions therein during the period covered by the
statement, and other information deemed relevant by the Administrator.  Such statement may include information
regarding other plans and compensatory arrangements for Directors.


(h)           Consideration for
Stock Units.  Stock Units shall be
granted for the general purposes set forth in Section 1 of the Program. Except
as specified in Section 6 and 7 of the Program, a Participant shall not be
required to pay any cash consideration or other tangible or definable
consideration for Stock Units.  No
negotiation shall take place between the Company and any Participant as to the
amount, timing, or other terms of an award of Stock Units.


8.             Settlement


(a)           Issuance and
Delivery of Shares in Settlement. 
Except as otherwise provided in Section 7(b) above in the case of a
Participant’s death or disability, Stock Units, together with any Dividend
Equivalents credited thereon, shall be settled by issuance and delivery to the
Participant or, following his death, to the Participant’s designated
beneficiary, of a number of shares of Common Stock equal to the number of such
Stock Units promptly following the third anniversary of the date of grant of
the Stock Units; provided, however, that the Committee may, in its discretion,
accelerate the settlement date of any or all Stock Units.  The Committee may, in its discretion, make
delivery of shares hereunder by depositing such shares into an account
maintained for the Participant (or of which the Participant is a joint owner,
with the consent of the Participant) established in connection with the Company’s
Employee Stock Purchase Plan or another plan or arrangement providing for
investment in Common Stock and under which the Participant’s rights are similar
in nature to those under a stock brokerage account.  If the Committee determines to settle Stock
Units by making a deposit of shares into such an account, the Company may
settle any fractional share by means of such deposit.  In other circumstances or if so determined by
the Committee, the Company shall instead pay cash in lieu of fractional shares,
on such basis as the Committee may determine. 
In no event will the Company in fact issue fractional shares.  Notwithstanding anything to the contrary, in
the case of Stock Units granted to employees of ITG Canada Corp. and KTG
Technologies Corp., the Committee may, in its discretion, settle such Stock
Units by delivery of cash equal to the Fair Market Value on the settlement date
of the number of shares of Common Stock equal to the number of such Stock



 9
 









Units. 
Upon settlement of Stock Units, all obligations of the Company in
respect of such Stock Units shall be terminated, and the shares so distributed
shall no longer be subject to any restriction or other provision of the
Program.


(b)           Tax Withholding.  The Company and any subsidiary may deduct
from any payment to be made to a Participant any amount that federal, state,
local, or foreign tax law requires to be withheld with respect to the
settlement of Stock Units.  At the
election of the Committee, the Company may withhold from the shares of Common
Stock to be distributed in settlement of Stock Units that number of shares
having a Fair Market Value, at the settlement date, equal to the amount of such
withholding taxes.


(c)           No Elective Deferral.  Participants may not elect to further defer
settlement of Stock Units or otherwise to change the applicable settlement date
under the Program.


9.             General
Provisions


(a)           No Right to
Continued Employment.  Neither the
Program nor any action taken hereunder, including the grant of Stock Units,
will be construed as giving any employee the right to be retained in the employ
of the Company or any of its subsidiaries, nor will it interfere in any way
with the right of the Company or any of its subsidiaries to terminate such employee’s
employment at any time.


(b)           No Rights to
Participate; No Stockholder Rights. 
No Participant or employee will have any claim to participate in the
Program, and the Company will have no obligation to continue the Program.  A grant of Stock Units will confer on the
Participant none of the rights of a stockholder of the Company (including no
rights to vote or receive dividends or distributions) until settlement by delivery
of Common Stock, and then only to the extent that such Stock Unit has not
otherwise been forfeited by the Participant.


(c)           Changes to the
Program.  The Committee may amend,
alter, suspend, discontinue, or terminate the Program without the consent of
Participants; provided, however, that, without the consent of an affected
Participant, no such action shall materially and adversely affect the rights of
such Participant with respect to outstanding Stock Units, except insofar as the
Committee’s action results in accelerated settlement of the Stock Units.


(d)           Section 409A
..   It is intended that the Program and
Stock Units issued thereunder will comply with Section 409A of the Code (and
any regulations and guidelines issued thereunder) to the extent the Program and
Stock Units are subject thereto, and the Program and such Stock Units shall be
interpreted on a basis consistent with such intent.  The Program and any Stock Unit Agreement
issued thereunder may be amended in any respect deemed by the Board or the
Committee to be necessary in order to preserve compliance with Section 409A of
the Code.



 10
 









10.           Effective Date and
Termination of Program.  This sixth
amended and restated Program shall become effective as of January 1, 2006 (the “Effective
Date”), and shall apply to deferrals from compensation earned for periods on or
after such date.  Unless earlier
terminated under Section 9(c), the Program shall terminate at such time after
2006 as no Stock Units previously granted under the Program remain outstanding.


	
  Adopted by the Committee:

  	
  June 4, 1998

  
	
  Amended and
  restated by the Committee:

  	
  February 25, 1999

  
	
  Amended and
  restated by the Committee:

  	
  March 20, 2002

  
	
  Amended and
  restated by the Committee:

  	
  September 3, 2002

  
	
  Amended and
  restated by the Committee:

  	
  June 30, 2003

  
	
  Amended and
  restated by the Board:

  Amended and restated by the Committee:

  	
  November 17, 2005 

  March 20, 2006

  



 



 11