Exhibit 10.2
 ICG GROUP, INC.
THIRD AMENDED AND RESTATED 2005 OMNIBUS EQUITY COMPENSATION PLAN  (as amended and restated, effective June 20, 2011)
 1. Purpose
  2. Definitions
  Board
 Change of Control
   Code
 Committee
 Company
 Consultants
 Date of Grant
 Dividend Equivalent




---



##### 



Effective Date
 Employee
 Exchange Act
 Fair Market Value
 Grant
 Grant Instrument
 Incentive Stock Option
 ICG
 Non-Management Director
 Nonqualified Stock Option
 Option
 Option Price
 Other Stock-Based Award
 Parent
 Participant
 Performance Shares
  2




---



##### 



Plan
 Stock
 SAR
 Stock Award
 Stock Unit
 Subsidiary
 Successor Participant
 3. Administration
 Committee
 Committee Authority
 Committee Determinations
 Restrictions on Stock Units, Performance Shares and Stock Awards
 General Provisions Applicable to AwardsAcceleration
  3




---



##### 



4. Grants
  5. Shares of Stock Subject to the Plan
 Shares Authorized
 Share Counting
 Individual Limits
 Adjustments
  4




---



##### 



6. Eligibility for Participation
 Eligible Persons
 Selection of Participants
 7. Options
 General Requirements
 Number of Shares
 Type of Option and Price
   Option Term
 Exercisability of Options.
 Termination of Employment or Service
  5




---



##### 



Exercise of Options
 Limits on Incentive Stock Options
 8. SARs
 General Requirements
 Terms of SARs
 Base Amount
 Payment With Respect to SARs
 Requirement of Employment or Service
 9. Stock Units
 General Requirements
 Terms of Stock Units
  6




---



##### 



Payment With Respect to Stock Units
 Requirement of Employment or Service
 10. Performance Shares
 General Requirements
 Terms of Performance Shares
 Payment With Respect to Performance Shares
 Requirement of Employment or Service
 11. Stock Awards
 General Requirements
 Number of Shares
 Requirement of Employment or Service
 Restrictions on Transfer
  7




---



##### 



Right to Vote and to Receive Dividends
 12. Dividend Equivalents .
 General Requirements
 Payment with Respect to Dividend Equivalents
 13. Other Stock-Based Awards
  14. Qualified Performance-Based Compensation
 Designation as Qualified Performance-Based Compensation
 Performance Goals
  8




---



##### 



Criteria Used for Objective Performance Goals
 Timing of Establishment of Goals
 Certification of Results
 Death, Disability or Other Circumstances
 15. Deferrals
  16. Withholding of Taxes
 Required Withholding
 Election to Withhold Shares
  9




---



##### 



17. Transferability of Grants
 In General
 Transfer of Nonqualified Stock Options
 18. Consequences of a Change of Control
 Assumption of Grants
 Other Alternatives
 Other Transactions
  10




---



##### 



19. Requirements for Issuance of Shares
  20. Amendment and Termination of the Plan
 Amendment
 No Repricing Without Stockholder Approval
 Stockholder Approval for Qualified Performance-Based Compensation
 Termination of Plan
 21. Miscellaneous
 Grants in Connection with Corporate Transactions and Otherwise
  11




---



##### 



Compliance with Law
 Enforceability
 Funding of the Plan; Limitation on Rights
 Rights of Participants
 No Fractional Shares
 Employees Subject to Taxation Outside the United States
 Governing Law
  12