Exhibit 10.3


AMENDMENT
TO

INVESTMENT TECHNOLOGY GROUP, INC.

DIRECTORS’ EQUITY SUBPLAN


The Investment
Technology Group, Inc. Directors’ Equity Subplan (the “Subplan”) implemented
under the 1994 Stock Option and Long-Term Incentive Plan, as amended and restated,
of Investment Technology Group, Inc. is amended, effective August 7, 2006, as
follows:


1.          The following is added at the end of
the first sentence of Section 4(e) of the Subplan:


“; provided, however, that each Option
will vest and become immediately exercisable in full upon a Change in Control
(as defined in Exhibit A hereto)”


2.          The following is added at the end of
the first sentence of Section 5 (c) of the Subplan:


“; provided, however, that the
Restricted Share Units will become immediately vested in full upon a Change in
Control (as defined in Exhibit A hereto).”


3.          Exhibit A attached hereto is also
attached as Exhibit A to the Subplan.









 



EXHIBIT
A


“Change in Control”
means and shall be deemed to have occurred:


(i)           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 35% percent or more of the total voting power of
all the then-outstanding Voting Securities; or


(ii)          if the individuals who, as of the date
hereof, constitute the Board of Directors of the Company (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 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; or


(iii)         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


(iv)        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 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


(v)         if the stockholders of the Company
approve a plan of complete liquidation of the Company.


“Person”
means an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, an estate, a trust, a joint venture, an
unincorporated organization or a governmental entity or any department, agency
or political subdivision thereof.


“Related Party”
means (a) a Subsidiary of the Company; (b) an employee or group of employees of
the Company or any Subsidiary of the Company; (c) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
majority-owned 



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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.


“Subsidiary” or “Subsidiaries” means,
with respect to any Person, any corporation, partnership, limited liability
company, association or other business entity of which (a) if a corporation,
fifty (50) percent or more of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or combination thereof; or (b) if a
partnership, limited liability company, association or other business entity,
fifty (50) percent or more of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes of this definition, a Person or
Persons will be deemed to have a fifty (50) percent or more ownership interest
in a partnership, limited liability company, association or other business
entity if such Person or Persons are allocated fifty (50) percent or more of
partnership, limited liability company, association or other business entity
gains or losses or control the managing director or member or general partner
of such partnership, limited liability company, association or other business
entity.


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


 



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