0001104659-07-015555 Sample Contracts

EMPLOYEE ADVISOR AGREEMENT
Employee Advisor Agreement • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • Delaware

THIS EMPLOYEE ADVISOR AGREEMENT (the “Agreement”), is entered into as of February 27, 2007 by and between Investment Technology Group, Inc., a Delaware corporation (the “Company”), and Raymond L. Killian, Jr. (the “Employee”).

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INVESTMENT TECHNOLOGY GROUP, INC. RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, dated as of , 2004, between Investment Technology Group, Inc. (the “Company”), a Delaware corporation, and (the “Employee”).

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SIXTH AMENDMENT TO LEASE (400 Corporate Pointe)
Lease • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS SIXTH AMENDMENT TO LEASE (“Sixth Amendment”) is made and entered into as of the 28th day of August, 2001, by and between ARDEN REALTY FINANCE PARTNERSHIP, L.P., a California limited partnership (“Landlord”) and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

This Stock Option Agreement (the “Agreement”) is entered into as of , 2004, among Investment Technology Group, Inc., a Delaware corporation (the “Company”) and , a member of the Board of Directors of the Company (the “Participant”).

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FOURTH SUPPLEMENTAL AGREEMENT
Fourth Supplemental Agreement • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • New York
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EIGHTH AMENDMENT TO LEASE (400 Corporate Pointe)
Lease • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS EIGHTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of this 29th day of November, 2005, by and between ARDEN REALTY FINANCE PARTNERSHIP, L.P., a California limited partnership (“Landlord”), and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”).

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SEVENTH AMENDMENT TO LEASE (400 Corporate Pointe)
Lease • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS SEVENTH AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of this 15th day of December, 2004, by and between ARDEN REALTY FINANCE PARTNERSHIP, L.P., a California limited partnership (“Landlord”), and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”).

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THIRD AMENDMENT TO STANDARD OFFICE LEASE (600 Corporate Pointe)
Standard Office Lease • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of this 29th day of November, 2005, by and between ARDEN REALTY FINANCE IV, L.L.C., a Delaware limited liability company (“Landlord”), and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”).

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SECOND AMENDMENT TO LEASE (600 Corporate Pointe, Suite 1200)
Lease • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of this 15th day of December, 2004, by and between ARDEN REALTY FINANCE IV, L.L.C, a Delaware limited liability company (“Landlord”), and INVESTMENT TECHNOLOGY GROUP, INC., a Delaware corporation (“Tenant”).

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INVESTMENT TECHNOLOGY GROUP, INC. RESTRICTED SHARE UNIT AGREEMENT
Investment Technology • March 1st, 2007 • Investment Technology Group Inc • Security brokers, dealers & flotation companies

THIS AGREEMENT, dated as of between Investment Technology Group, Inc. (the “Company”), a Delaware corporation, and (the “Employee”).

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