Exhibit 10.3.2


AMENDED AND
RESTATED


INVESTMENT TECHNOLOGY GROUP, INC.


NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN


1. Purpose.
The purpose of this Amended and Restated Non-Employee Directors’ Stock
Option Plan (the “Plan”) of Investment Technology Group, Inc. (the “Company”)
is to promote ownership by eligible non-employee Directors of a greater
proprietary interest in the Company, thereby aligning such Directors’ interests
more closely with the interests of stockholders of the Company, and to assist
the Company in attracting and retaining highly qualified persons to serve as
non-employee Directors.


2. Definitions.
In addition to terms defined in Section 1 of the Plan, the following are
defined terms under the Plan:


(a) ‘Code”
means the Internal Revenue Code of 1986, as amended. References to any
provision of the Code shall be deemed to include successor provisions thereto-
and rules and regulations thereunder.


(b) “Exchange
Act” means the Securities Exchange Act of 1934, as amended. References to any
provision of the Exchange Act shall be deemed to include successor provisions
thereto and rules and regulations thereunder.


(c) “Fair
Market Value” of Stock means the closing sales price of a share of Stock on the
date on which such value is to be determined, as reported for such day on the
New York Stock Exchange, or, if no sales of Stock were reported for such date,
such closing sales price on the last preceding date on which a sale of Stock
was reported on the New York Stock Exchange.


(d) “Option”
means the right, granted to a Participant under Section 6, to purchase Stock at
the specified exercise price for a specified period of time under the Plan.
Options granted under the Plan will be “non­qualified stock options” and not “incentive
stock options” qualifying under Section 422 of the Code.


(e) “Participant”
means a Director who has been granted one or more Options which are exercisable
or may become exercisable under the Plan.


(f) “Stock”
means the Common Stock, $.01 par value, of the Company and such other securities
as may be substituted for Stock or such other securities pursuant to Section 7.


3. Shares
Available Under the Plan. The total number of shares of Stock reserved and
available for delivery under the Plan is 557,050 (subject to adjustment under
Section 7). 307,050 shares to be delivered under the Plan may be authorized but
unissued shares or treasury shares, as determined by the General Counsel, and
250,000 shares to be delivered under the Plan shall be exclusively treasury
shares. If any Option expires or terminates for any reason without having been
exercised in full, the unpurchased shares subject to such Option will again be
available for delivery under the Plan.


4. Administration
of the Plan. The Plan will be administered by the Board of Directors of the
Company; provided, however, that any action by the Board of
Directors relating to the Plan will be taken only if, in addition to any other
required vote, approved by the affirmative vote of a majority of the Directors
who are not then eligible to participate in the Plan. Ministerial tasks in
connection with the Plan will be performed by executive officers of the
Company.


5. Eligibility.
Each Director of the Company who, on any date on which an Option is to be
granted hereunder, is not, and has not been during the preceding three months,
(i) an employee of the Company or any parent or subsidiary of the Company or
(ii) a consultant who has received, during the preceding 12-month period,
payments in excess of $150,000 from the Company and its subsidiaries for
consulting services, will be eligible to receive a grant of an Option at such
date. No person other than those specified in this Section 5 may be granted an
Option under the Plan.


6. Options.
An Option to purchase 24,564 shares of Stock (subject to adjustment under
Section 7) will be granted under the Plan to each person who, after the
effective date of the Plan, is first elected or appointed to serve as a
Director of the Company, such grant to be effective at the date of such first
election or appointment, if such Director is then eligible to receive an Option
grant. In addition, an Option to purchase 6,141 shares of Stock (subject to
adjustment under Section 7) will be granted, on the 45th day following the
Company’s Annual Meeting of Stockholders at which Directors (or a class of
Directors if the Company then has a classified Board of Directors) are elected
or reelected by the Company’s stockholders, each year to each Director of the
Company













who is then
eligible to receive an Option grant; provided, however that no
such grant will be made to a person first elected or appointed to serve as a
Director of the Company after the date of such Annual Meeting of Stockholders.
Options granted under the Plan will be subject to the following terms and
conditions:


(a) Exercise
Price. The exercise price per share of Stock purchasable under an Option
will be equal to 100% of the Fair Market Value of Stock on the date of grant of
the Option.


(b) Option
Term. Each Option will expire five years after the date of grant; provided,
however, if the Participant ceases to serve as a Director of the Company
prior to five years after the date of grant, the Option will expire as follows
(except as otherwise provided in Section 9(d)): (i) if the Participant ceases
to serve as a Director of the Company due to death, disability, or retirement
at or after age 65, 12 months after such cessation of service, but in no event
later than five years after the date of grant; and (ii) if the Participant
ceases to serve as a Director of the Company for any reason other than due to
death, disability, or retirement at or after age 65, at the date 60 days after
such cessation of service, but in no event later than five years after the date
of grant.


(c) Exercisability.
Each Option will become fully exercisable beginning three months after the date
of grant, and will thereafter remain exercisable until the Option expires; provided,
however, that a Participant’s Option will be exercisable after the
Participant ceases to serve as a Director of the Company for any reason other
than death, disability, or retirement at or after age 65 only if the Option was
granted at least three months prior to such cessation of service.


(d) Method
of Exercise. A Participant (or other person entitled to exercise an Option)
may exercise an Option, in whole or in part, at such time as it is exercisable
and prior to its expiration by giving written notice of exercise to the Company
specifying the Option to be exercised and the number of shares to be purchased,
and paying in full the exercise price in cash (including by check) or by
surrender of shares of Stock acquired by the Participant prior to the exercise
date and having a Fair Market Value at the time of exercise equal to the
exercise price, or a combination of a cash payment and surrender of such Stock;
provided, however that shares previously acquired by exercise of
a stock option or upon lapse of restrictions on restricted stock granted by the
Company may be surrendered under this Section 6(d) only if such shares have been
held by the Director for at least six months.


7. Adjustment
Provisions. In the event any recapitalization, reorganization, merger,
consolidation, spin-off, combination, repurchase, exchange of shares or
other securities of the Company, stock split or reverse split, stock dividend,
other large, special and non-recurring dividend having a value in excess of
150% of the aggregate quarterly dividends paid during the preceding 12-month
period, liquidation, dissolution, or other similar corporate transaction or
event affects the Stock such that an adjustment is determined by the Board of
Directors to be appropriate in order to prevent dilution or enlargement of
Participants’ rights under the Plan, then the Board of Directors will, in a
manner that is proportionate to the change to the Stock and is otherwise
equitable, adjust (i) the number and kind of shares of Stock reserved and
available for future issuance under the Plan, (ii) the number and kind of
shares of Stock to be subject to each automatic grant of Options under Section
6, and (iii) the number and kind of shares of Stock issuable upon exercise of
outstanding Options, and/or the exercise price per share thereof. The foregoing
notwithstanding, no adjustment may be made hereunder except as shall be necessary
to preserve, without exceeding, the value of outstanding Options and potential
grants of Options. If at any grant date an insufficient number of shares are
available under the Plan for the automatic grant of Options at that date,
Options will be automatically granted under Section 6 proportionately to
Participants to the extent shares are available. Other provisions of this
Section 7 notwithstanding, no fractional shares will be issued upon exercise of
any Option.


8. Changes
to the Plan. The Board of Directors may amend, alter, suspend, discontinue,
or terminate the Plan or authority to grant Options under the Plan without the
consent of stockholders or Participants, except that any such action will be
subject to the approval of the Company’s stockholders at the next, annual
meeting of stockholders having a record date after the date such action was
taken if such stockholder approval is required by any federal or state law or
regulation or the rules of any automated quotation system or securities exchange
on which the Stock may then be quoted or listed, or if the Board of Directors
determines in its discretion to seek such stockholder approval; provided,
however, that, without the consent of an affected Participant, no such
action may materially impair the rights of such Participant with respect to any
previously granted Option.


9. General
Provisions.


(a) Consideration
for Grants; Agreements. Options will be granted under the Plan in considera­tion
of the services of Participants and, except for the payment of the Option
exercise price, no other consideration shall be required therefor. Grants of
Options will be evidenced by agreements executed by the Company and the
Participant containing the terms and conditions set forth in the Plan together
with such other terms and conditions not inconsistent with the Plan as the
Board of Directors may from time to time approve.



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(b) Compliance
with Laws and Obligations. The Company will not be obligated to issue Stock
in connection with any Option in a transaction subject to the registration
requirements of the Securities Act of 1933, as amended, or any state securities
law, any requirement under any listing agreement between the Company and any
automated quotation system or securities exchange, or any other law, regulation,
or contractual obligation, until the Company is satisfied that such laws,
regulations, and other obligations of the Company have been complied with in
full. Certificates representing shares of Stock issued under the Plan will be
subject to such stop-transfer orders and other restrictions as may be
applicable under such laws, regulations, and other obligations of the Company,
including any requirement that a legend or legends be placed thereon.


(c) Non-transferability.
Options and any other right under the Plan will not be transferable by a
Participant except by will or the laws of descent and distribution (or to a
designated beneficiary in the event of a Participant’s death), and will be
exercisable during the lifetime of a Participant only by such Participant or
his or her guardian or legal representative, except to the extent specifically
approved by the Board or a committee thereof to facilitate the Participant’s
estate planning.


(d) Continued
Service as an Employee.  If a
Participant ceases serving as a Director and, immedi­ately thereafter, he is
employed by the Company or any subsidiary, then, solely for purposes of
Sections 6(b) and (c) of the Plan, such Participant will not be deemed to have
ceased service as a Director at that time, and his or her continued employment
by the Company or any subsidiary will be deemed to be continued service as a
Director; provided, however, that such former Director will not be
eligible for additional grants of Options under the Plan.


(e) No
Right to Continue as a Director, Other Compensation. Nothing contained in
the Plan or any agreement hereunder will confer upon any Participant any right
to continue to serve as a Director of the Company. Nothing contained in the
Plan or any agreement hereunder will preclude the Company from paying other
compensation to Directors, including grants of options and stock-related
awards under other plans and arrangements.


(f) No
Stockholder Rights Conferred. Nothing contained in the Plan or any
agreement hereunder will confer upon any Participant any rights of a
stockholder of the Company unless and until an Option is duly exercised
hereunder.


(h) Governing
Law. The validity, construction, and effect of the Plan and any agreement
hereunder will be determined in accordance with the laws of the State of
Delaware and applicable federal law.


10. Effective
Date and Duration of Plan. The Plan became effective on June 28, 1995,  and this amendment and restatement of the
Plan became effective May 15, 2002. Unless earlier terminated by action of the
Board of Directors, the Plan will remain in effect until such time as no Stock
remains available for issuance under the Plan and the Company has no further
rights or obligations with respect to outstanding Options under the Plan.


Adopted by the
Board of Directors: June 28, 1995

Amended by the Board of Directors: August 4, 1999

Amended and restated by the Board of0 Directors:   May 21, 2002



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