UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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Internet Capital Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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June 17, 2009

Mr. Talon Torressen

Fidelity Investments

One Spartan Way TS1E

Merrimack, NH 03054

Re: Recommendation to Amend the Internet Capital Group, Inc. Amended and Restated 2005 Omnibus Equity Compensation Plan

Dear Mr. Torressen:

Per our conversation regarding Fidelity Investment’s Proxy Voting Guidelines, senior management of Internet Capital Group, Inc. (the “Company”) will agree to recommend to the Company’s Board of Directors (the “Board”) the following changes to the Company’s Amended and Restated 2005 Omnibus Equity Compensation Plan (the “Plan”) prior to the end of the current fiscal year, subject to stockholder approval at the Company’s 2010 annual meeting of stockholders:

1. The Plan would be amended to provide that Stock Unit, Performance Share and Stock Award grants with performance-based vesting would have a minimum restriction period of one year and any such grants with time-based vesting would have a minimum aggregate restriction period of three years (with ratable vesting over such three-year period permitted); provided, however, that grants made after the date hereof representing up to five percent of the shares then-authorized pursuant to the Plan would not be subject to the foregoing restriction.

2. The Plan would be amended to limit the Board’s authority to accelerate the time at which any restrictions may lapse on grants made after the date hereof so that acceleration would be permitted only in the cases of death, disability or retirement of the Participant or a merger, consolidation, sale, reorganization, recapitalization, or a change in control of the Company; provided, however, that grants made after the date hereof representing up to five percent of the shares then-authorized pursuant to the Plan would not be subject to the foregoing restriction.

The management recommendations outlined above would be made in consideration of Fidelity’s support for the proposed amendment to the Plan to be voted on at the Company’s 2009 annual meeting of stockholders to be held on June 19, 2009.

Thank you for your continued support of Internet Capital Group, Inc.

Sincerely,

Walter W. Buckley, III

Chief Executive Officer

Internet Capital Group, Inc.

690 LEE ROAD • SUITE 310 • WAYNE, PA 19087 • 610-727-6900 • 610-727-6901 Fax

www.internetcapital.com