0001056288-18-000040 Sample Contracts

UK SUB PLAN TO FEDERATED INVESTORS, INC. STOCK INCENTIVE PLAN
Uk Sub-Plan to Federated Investors, Inc. Stock Incentive Plan • October 30th, 2018 • Federated Investors Inc /Pa/ • Investment advice

Neither this document, nor any stock award agreement connected with it, is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the UK Sub-Plan to the Federated Investors Inc. Stock Incentive Plan (the “Sub-Plan”). The Sub-Plan is exclusively available to bona fide UK employees and former employees of Federated Investors Inc. or any of its subsidiaries.

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FEDERATED INVESTORS, INC. Stock Incentive Plan FOR AWARDS TO EMPLOYEES IN THE UNITED KINGDOM
Restricted Stock Award Agreement • October 30th, 2018 • Federated Investors Inc /Pa/ • Investment advice • Pennsylvania

THIS AGREEMENT, is made and effective as of the 16th day of November, 2018 by and between Federated Investors, Inc. (including its successors and assigns, the "Company"), a Pennsylvania corporation having its principal place of business in Pittsburgh, Pennsylvania

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 30th, 2018 • Federated Investors Inc /Pa/ • Investment advice • Pennsylvania

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) is dated as of October 26, 2018, by and among FEDERATED INVESTORS, INC., a Pennsylvania corporation (the “Borrower”), each of the GUARANTORS (as defined in the Credit Agreement (as hereinafter defined)), the LENDERS (as defined in the Credit Agreement), and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).

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