AMENDMENT NO. 1 TO
SERVICE AGREEMENT DATED MARCH 15, 1994 BETWEEN
XXXXXXXXX & COMPANY, INC. AND ITG INC.
Xxxxxxxxx & Company, Inc. ("Jefferies") and ITG Inc. ("ITG") hereby
enter into this Amendment, dated as of January 1, 1999, to that certain Service
Agreement dated March 15, 1994, by and between Jefferies and ITG (the "Service
Agreement").
1. Sections 1.a(ii), 1.b, 1.d, 1.e, 1.f(ii), 1.f(iii) and 1.g are
hereby deleted from the Service Agreement.
2. Exhibits 1 through 6 are hereby deleted from the Service Agreement
and replaced with Exhibits 1 through 2 hereof.
3. Sections 1.c(i), 1.c(ii) and 1.c(iii) are hereby deleted and
replaced with the following:
x. Xxxxxxxxx shall administer the qualified and
non-qualified benefit plans that ITG provides its
employees through Jefferies or Xxxxxxxxx Group, Inc.
4. Section 6 is hereby deleted and replaced with the following:
6. TERM AND TERMINATION
a. Services provided under this Agreement shall
terminate automatically, without any further
action by either of the parties hereto, as
follows:
(i) With respect to the Accounting
Services set forth in Section 1.a,
on June 30, 1999; and
(ii) With respect to the Personnel
Services set forth in Section 1.c,
on the later to occur of (A) such
date as the plan assets for ITG's
employees have been transferred by
the Xxxxxxxxx Group, Inc.
Employees' Profit Sharing Plan to a
defined contribution plan and trust
maintained by Investment Technology
Group, Inc. or an employee stock
ownership plan and trust maintained
by Investment Technology Group,
Inc. (the "ITG ESOP") and (B) such
date as the plan assets for ITG's
employees have been transferred by
the Xxxxxxxxx Group, Inc. Employee
Stock Ownership Plan to the ITG
ESOP.
b. Upon termination of either of the services
described in Section 6.a above, the related
charges applicable thereto shall also
terminate.
c. This Agreement shall terminate
automatically, without any further action by
either of the parties hereto, upon the
termination of each of the Accounting
Services and Personnel Services as provided
in Section 6.a above.
d. Upon termination of this Agreement, the
obligations of each party under Sections 2
and 3 of this Agreement shall survive such
termination.
x. Xxxxxxxxx agrees to provide ITG reasonable
opportunity to copy, or remove from
Jefferies' premises, any accounting records
relating to
Investment Technology Group, Inc. and its
subsidiaries prior to destroying them.
Except as specifically amended hereby, the terms and conditions of the
Service Agreement shall remain in full force and effect.
ITG INC. XXXXXXXXX & COMPANY, INC.
By: /s/ Xxxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxxx X. Xxxxxxx
Title: President Title Executive Vice President
