0000950123-09-003715 Sample Contracts

Contract
Employment Agreement • February 27th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York

This exhibit amends and restates the agreement between KBW, Inc. and the executive that was included as an exhibit to KBW Inc.’s previously filed periodic reports with the Securities and Exchange Commission. The agreement was amended and restated as set forth below in order to comply with certain technical requirements of Section 409A of the Internal Revenue Code.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 27th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies • Delaware

THIS AGREEMENT, between KBW, Inc., a Delaware corporation (the “Corporation”), and the employee (the “Employee”) executing this agreement (the “Agreement”), dated as of the Date of Grant (the “Grant Date”) in the electronic notice dated February 9, 2009 (the “February 9 Notice”) attached hereto (which notice insofar as it specifies Date of Grant, Share Price on Grant Date, Number of Shares and Market Value as of Grant Date is expressly made a part hereof).

Contract
Change of Control Agreement • February 27th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York

This exhibit amends and restates the agreement between KBW, Inc. and the executive that was included as an exhibit to KBW Inc.’s previously filed periodic reports with the Securities and Exchange Commission. The agreement was amended and restated as set forth below in order to comply with certain technical requirements of Section 409A of the Internal Revenue Code.

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