Exhibit 10.2


 


AMENDED AND RESTATED


INVESTMENT TECHNOLOGY GROUP, INC.

STOCK UNIT AWARD PROGRAM SUBPLAN


 


1.             Purpose


 


                This Investment Technology Group, Inc. Stock
Unit Award Program Subplan, as amended and restated herein (the “Program”) was
originally implemented by Investment Technology Group, Inc. (the “Company”)
under the Investment Technology Group, Inc. Amended and Restated 1994
Stock Option and Long-Term Incentive Plan (the “1994 Plan”).  The Program was merged as a subplan with and
into the Investment Technology Group, Inc. 2007 Omnibus Equity
Compensation Plan (the “Plan”) effective as of May 8, 2007, and was amended
and restated, effective January 1, 2008 (the “Effective Date”).    The Program has been further amended and
restated, as set forth herein, effective (unless otherwise set forth herein) on
the Effective Date, and the Program has been frozen as to new benefits
effective for compensation earned for any calendar year after calendar year
2008, as set forth in Section 6(a)(iii) below.


 


                The purpose of the Program is 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 the Effective Date.  Deferrals made from compensation earned for
periods prior to the Effective Date shall be governed by the Program as in effect
prior to the Effective Date.  Shares with
respect to deferrals prior to May 8, 2007 were issued under the 1994
Plan.  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 this Program, 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 semi-annual 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 Current Participant, which
shall be used under Section 7(a) to determine the number of Stock
Units to be credited to the Current Participant’s Account semi-annually.  The Assigned Reduction Amount does not accumulate.


 


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 Financial Industry Regulatory Authority, any national
securities exchange or any self-regulatory agency or governmental authority,
state, foreign or federal.


 


2.7           “Current
Participant” means a Participant who, for the calendar year, has elected, in
accordance with Section 5 below (as modified by Section 11 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.


 


2.8           “Disability”
shall have the meaning ascribed to such term in section 22(e)(3) of
the Code.


 


2.9           “Matching
Stock Unit” means a Stock Unit granted pursuant to 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.


 


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                2.13         “Stock Unit” means an award, granted
pursuant to Section 8 of the Plan, representing a generally
nontransferable right to receive one share of Company 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., 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 Company
Stock equal to the number of such Stock Units. 
Stock Units are bookkeeping units, and do not represent ownership of
Company 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.


 


                                (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 or her by any officer or other employee of the Company
or any subsidiary or any agent or professional assisting in the administration
of the Program, 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, 


 


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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 Company 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 an award intended to comply
with the applicable requirements of section 162(m) of the Code shall be
subject to the annual per-person limitations under the Plan.  Stock Units granted under the Program in
place of compensation under the Company’s Pay-for-Performance Incentive Plan
shall be subject to annual per-person limitations under the Pay-for-Performance
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 Participant may make an election to participate 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.


 


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:


 


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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, prior to the beginning of the calendar
year, 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.  For the avoidance of doubt, effective for
bonus payments for calendar year 2008 that are due after December 31, 2008
and on or before March 15, 2009, references to annual compensation in this
Section 6 shall mean annual cash compensation and shall not include any
awards under the Company’s Equity Deferral Award Program.


 


(ii)  Grandfathered
Schedule.  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.


 


(iii)  Program
Frozen After 2008.  This Program
shall not apply to compensation earned for any calendar year after calendar
year 2008, no such compensation shall be reduced under the Program, and no
Stock Units will be granted under the Program in respect of such compensation.  For the avoidance of doubt, this Program will
apply (in accordance with its terms, including Section 11 below) to annual
bonus for calendar year 2008 that is paid after December 31, 2008 and on
or before March 15, 2009.


 


(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 half of such year and at or following
the end of the year.  The amount by which
the bonus amount payable will be reduced following the end of the first half of
the year will be calculated based on a reasonable estimate of total
compensation for the year (i.e., in the case of a Current Participant employed
since the beginning of the year by calculating an estimated aggregate amount by
which compensation will be reduced for the year and 


 


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reducing the semi-annual bonus payment by
one-half 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 the compensation was reduced previously in such year).


 


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 the date the Participant’s
bonus would have otherwise been paid, 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 Company Stock on such date. In addition, each
Participant shall be automatically granted Matching Stock Units as of the date
the Participant’s bonus would have otherwise been paid, 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 credited to the Participant’s Account as of the
date of grant.  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).


 


(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, if the Participant remains continuously
employed by the Company through such vesting date; provided that (i) all
Matching Stock Units (together with Dividend Equivalents credited thereon) will
vest in full at the time of Retirement of the Participant or upon the
occurrence of a Change in 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;
and (ii) 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, subject to Section 9(d) below, within 60
days thereafter.


 


If the 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 


 


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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 semi-annual
grants in the proportion the Actual Reduction Amounts and Assigned Reduction
Amounts used in determining such semi-annual 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-Company Stock Dividends.  If the Company declares and pays a dividend
or distribution on Company Stock in the form of cash or property other than
shares of Company 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
Company Stock at such payment date, divided by (iii) the Fair Market Value
of a share of Company Stock at such payment date.


 


(ii)           Company Stock Dividends and Splits.  If the Company declares and pays a dividend
or distribution on Company Stock in the form of additional shares of Company
Stock, or there occurs a forward split of Company 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 Company Stock actually paid as a dividend or distribution
or issued in such split in respect of each outstanding share of Company Stock.


 


(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 Company
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).


 


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(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 or her death, to the Participant’s
designated beneficiary) of a number of shares of Company Stock equal to the
number of such Stock Units within 30 days of the third anniversary of the date
of grant of the 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 Company 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 any provision of the Program
to the contrary, in the case of Stock Units  granted to employees of ITG Canada 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 Company Stock equal to the number of such Stock 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.


 


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(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 Company 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 Company 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.


 


(d)           Section 409A. 
It is intended that the Program and Stock Units issued hereunder 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.  If any award or
benefit hereunder cannot be provided or made at the time specified herein
without incurring sanctions on the Participant under section 409A of the Code,
then such award or benefit shall be provided in full at the earliest time
thereafter when such sanctions will not be imposed.  In no event shall a Participant, directly or
indirectly, designate the calendar year of payment. The Program may be amended
in any respect deemed by the Committee to be necessary in order to preserve
compliance with section 409A of the Code. 
Notwithstanding any provision to the contrary in this Program, if a
Participant is deemed on the date of his or her “separation from service”
(within the meaning of Treas. Reg. Section 1.409A-1(h)) with the Company
to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)),
then with regard to any payment that is considered deferred compensation under Section 409A
payable on account of a “separation from service” that is required to be
delayed 


 


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pursuant to Section 409A(a)(2)(B) of
the Code (after taking into account any applicable exceptions to such
requirement), such payment shall be made on the date that is the earlier of (i) the
expiration of the six (6)-month period measured from the date of the
Participant’s “separation from service,” or (ii) the date of the Participant’s
death (the “Delay Period”).  Upon the
expiration of the Delay Period, all payments delayed pursuant to this Section 9(d) (whether
they would have otherwise been payable in a single sum or in installments in
the absence of such delay) shall be paid to the Participant in a lump sum and
any remaining payments due under this Program shall be paid in accordance with
the normal payment dates specified for them herein.  Notwithstanding any provision of this Program
to the contrary, for purposes of any provision of this Program providing for
the payment of any amounts or benefits upon or following a termination of
employment, references to a Participant’s “termination of employment” (and corollary
terms) with the Company shall be construed to refer to the Participant’s “separation
from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with
the Company.  Whenever a payment under
this Program specifies a payment period with reference to a number of days (e.g.,
“payment shall be made within thirty (30) days after termination of employment”),
the actual date of payment within the specified period shall be within the sole
discretion of the Company.


 


10.          Effective Date and Termination of Program


 


                The Program as set forth herein shall become
effective as of the Effective Date, and shall apply to deferrals from
compensation earned for periods on or after the Effective Date.  Unless earlier terminated under Section 9(c),
the Program shall terminate at such time after 2007 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:

  	
  November 17,
  2005

  
	
  Amended
  and restated by the Committee:

  	
  March 20,
  2006

  
	
  Amended
  and restated by the Committee:

  	
  March 15,
  2007

  
	
  Amended
  and restated by the Committee:

  	
  November 26,
  2007

  
	
  Amended
  and restated by the Committee:

  	
  October 7 ,
  2008

  



 


11.          Special 2008 Election


 


Notwithstanding any
provision of the Program to the contrary, a Participant may elect in writing on
or before December 1, 2008 to cease participation in the Program effective
with respect to the reduction of bonus payments for calendar year 2008 that are
due after December 31, 2008 and on or before March 15, 2009, which
payments, if any, shall instead be made to the Participant in cash on the due
date for the bonus (which is after December 31, 2008 and on or before March 15,
2009).  For the avoidance of doubt, such
an election 


 


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shall not affect any reduction
of compensation or grant of Stock Units under the Program during calendar year
2008 or earlier years.


 


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