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                          AGREEMENT AND PLAN OF MERGER



    This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is dated as of this

18th day of January, 2001, by and between LABRANCHE & CO INC., a Delaware

corporation ("PURCHASER"), and ROBB PECK MCCOOEY FINANCIAL SERVICES, INC., a

Delaware corporation ("TARGET"). Purchaser and Target are referred to

collectively herein as the "PARTIES."



                              W I T N E S S E T H:



    WHEREAS, the respective Boards of Directors of Target and Purchaser have

approved the acquisition of Target by Purchaser through a merger of Target with

and into Purchaser (the "MERGER"), upon the terms and subject to the conditions

set forth in this Agreement, whereby each issued and outstanding share of common

stock, par value $0.10 per share, of Target (collectively, the "TARGET SHARES")

held by the holders of Target Shares (the "STOCKHOLDERS") will be exchanged for

(i) 98.778 shares of common stock, par value $.01 per share, of Purchaser

("PURCHASER COMMON STOCK") and (ii) shares of Series A Preferred Stock, par

value $.01 per share, of Purchaser ("PURCHASER SERIES A PREFERRED STOCK") having

an aggregate liquidation preference of $1,426.53 (subject to adjustment as

herein provided);



    WHEREAS, the parties intend for the Merger to qualify as a "reorganization"

within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as

amended (the "CODE"), and for this Agreement to constitute a "plan of

reorganization" within the meaning of Section 368(a) of the Code and the

Treasury Regulations promulgated thereunder; and



    WHEREAS, the Parties desire to set forth certain representations, warranties

and covenants made by each to the other as an inducement to the execution and

delivery of this Agreement and to set forth certain additional agreements

related to the transactions contemplated hereby;



    NOW, THEREFORE, for and in consideration of the premises, the mutual

representations, warranties and covenants herein contained and other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties hereby agree as follows:



                                   ARTICLE I

                                  DEFINITIONS



    SECTION 1.1  DEFINITIONS



    In this Agreement, the following words and phrases shall have the meanings

hereinafter set forth:



    "ADJUSTED NET BOOK VALUE" in respect of Target as of the Closing Date shall

mean the amount of the Stockholders Equity (as defined below) of Target as of

the Closing Date adjusted by subtracting from such amount the following amounts

(determined as of the Closing Date):



        (i) the aggregate liquidation value ($2,664,000 as of November 24, 2000)

    of any then outstanding shares of Target Preferred Stock;



        (ii) 53% (estimated at $995,676 as of November 24, 2000) of the

    additional expense of accelerating the full vesting of any then unvested

    Target Options;



       (iii) 53% (estimated at $6,954,346 as of November 24, 2000) of the

    additional expense of Target's accelerated payment of all amounts (including

    those attributable to retiree medical and long-term care insurance benefits)

    payable under the Target SERPs;



        (iv) the unamortized portion of the goodwill associated with exchange

    memberships (estimated at $2,909,392 as of November 24, 2000);



                                      A-1

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        (v) the unamortized portion of the goodwill associated with franchise

    rights (estimated at $3,022,881 as of November 24, 2000);



        (vi) the unamortized portion of the goodwill associated with specialist

    stocks (other than those described in clauses (vii) and

    (viii) below)(estimated at $2,942,478 as of November 24, 2000);



       (vii) 53% (estimated at $561,640 as of November 24, 2000) of the

    unamortized portion of the goodwill associated with specialist stocks-FBM;



      (viii) 53% (estimated at $115,455 as of November 24, 2000) of the

    unamortized portion of the goodwill associated with specialist

    stocks-FSI/Adrian/RPM Joint Account;



        (ix) 53% of the "amount of unfunded liabilities" (within the meaning of

    Section 4001(a)(18) of ERISA and the regulations thereunder) with respect to

    the Target Pension Plan, actuarially determined on a termination basis as of

    the Closing Date (with such liabilities taking into account any benefits

    projected to accrue for service during the 15-day period following the

    Closing Date) by Target's actuary and agreed to by Purchaser's actuary using

    the assumptions and methods specified in Schedule A; and



        (x) the Stockholders Equity of REMCO, assuming for this purpose the

    capitalization of any intercompany payables owed by REMCO to Target or to

    any of the other Subsidiaries of Target ($7,215,302 as of November 24,

    2000); and



        (xi) 53% of the aggregate amount of benefits payable under the Deferred

    Compensation Plan (not including interest);



    and by adding to such amount the following amounts (in the case of clauses

(xii) and (xiii), determined as of the Closing Date):



       (xii) the amount of any stock option compensation payable included in

    Target's accrued liabilities (assuming for this purpose the acceleration of

    the full vesting of any then unvested Target Options)(estimated at

    $18,375,189 as of November 24, 2000;



      (xiii) the amount of any surplus with respect to the Target Pension Plan,

    actuarially determined on a termination basis in accordance with

    clause (ix) above, and after taking into account applicable income taxes

    (computed at a tax rate of 47%), excise tax under Code Section 4980, and any

    use by Purchaser of such surplus to fund any Purchaser Plan;



       (xiv) 53% of the aggregate amount of the benefits payable under the

    Deferred Compensation Plan (not including interest);



       (xv) $7,600,000 (subject to equitable adjustment in the event any

    currently outstanding Target Options are exercised between the date hereof

    and the Closing Date); and



    PROVIDED, HOWEVER, that (to avoid duplication) with respect to clauses

(i) through (xi), the items in such clauses shall not be deducted to the extent

that Stockholders Equity as of the Closing Date already reflects the deduction

of the amounts of the items in such clauses (and the creation of related

deferred tax assets, in the case of any item for which only 53% would be

deducted), and that with respect to clauses (xii) through (xiii), the items in

such clauses shall not be added to the extent that Stockholders Equity as of the

Closing Date already reflects the addition of the amounts of the items in such

clauses (and the creation of related deferred tax liabilities, in the case of

any item for which only 53% would be added).



    For purposes of the determination of Adjusted Net Book Value, "STOCKHOLDERS

EQUITY" shall mean the final recorded stockholders equity of Target and its

Subsidiaries or REMCO and its Subsidiaries, as the case may be, as of the

Closing Date, determined in accordance with GAAP and with the historical

practices of Target in preparing the Financial Statements (in the case of

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