INTERNET CAPITAL GROUP, INC. DIRECTOR DEFERRED STOCK UNIT PROGRAM

Exhibit 10.2

INTERNET CAPITAL GROUP, INC.
DIRECTOR DEFERRED STOCK UNIT PROGRAM
(As amended and restated, effective as of January 1, 2005)

Internet Capital Group, Inc. (the "Company") generally pays each non-management member of its Board of Directors ("Non-Management Director") an annual retainer fee and other fees ("Directors Fees"). By filing a Deferral Election Form (the "Election Form") with the Company, a Non-Management Director will participate in the Internet Capital Group, Inc. Deferred Stock Unit Program (the "Program"). To participate in the Program for Directors Fees to be earned in a calendar year, the Non-Management Director must return a completed Election Form to the Company by no later than December 31 of the calendar year prior to the year in which the Directors Fees will be earned. A Non-Management Director's participation in the Program will automatically terminate on the date the Non-Management Director ceases to be a director and is no longer entitled to receive Directors Fees from the Company. Only Non-Management Directors may participate in the Program.

The Company intends that the Program will be operated and maintained in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Certain changes have been made to the Program to comply with the requirements of Section 409A of the Code; however, additional changes may be made to the Program to comply with any future guidance issued under Section 409A of the Code. All deferrals under the Program shall be governed by the terms of the Program set forth herein.

The following sets forth the terms and conditions of the Program and all Directors Fees deferred under the Program shall be governed by the terms and conditions set forth herein.

            To elect to participate in the Program, a Non-Management Director must make an irrevocable election prior to January 1 of a calendar year (a) to receive, in exchange for deferring the receipt of all or a portion of his or her Directors Fees to be earned in such calendar year, a phantom right that will be credited to an account for the Non-Management Director's benefit on the books of the Company and converted to shares of common stock of the Company after the date the Non-Management Director terminates service from the Board of Directors of t