0001193125-09-034245 Sample Contracts

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • February 20th, 2009 • Federated Investors Inc /Pa/ • Investment advice • New York

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT, dated as of December 1, 2008 (this “Amendment”), is among FEDERATED INVESTORS, INC. (“Federated”), a corporation organized under the laws of The Commonwealth of Pennsylvania with its principal business office located at Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania, CLOVER CAPITAL MANAGEMENT INC. (“Seller”), a New York corporation organized under the laws of the state of New York with headquarters located at 400 Meridian Centre, Suite 200, Rochester, New York, and those shareholders of Seller identified as signatories to this Amendment (“Owners”). Each Owner who has executed and delivered a Joinder Agreement (the “Joining Owners”) to that certain Asset Purchase Agreement, dated as of September 12, 2008, among Federated, Seller and the Owner Parties identified therein (as amended, modified, supplemented or restated from time to time, the “Agreement”), also is executing this Amendment and shall be a party to thi

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FEDERATED INVESTORS, INC. Stock Incentive Plan FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 20th, 2009 • Federated Investors Inc /Pa/ • Investment advice • Pennsylvania

THIS AGREEMENT, is made and effective as of the day of , 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

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