REGISTRATION RIGHTS AGREEMENT







         REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") made as of this 15th

day of March, 2001 by and among LaBRANCHE & CO INC., a Delaware corporation (the

"COMPANY"), and the individuals whose names are set forth on Schedule I hereto

(each, a "STOCKHOLDER" and, collectively, the "STOCKHOLDERS").



                              W I T N E S S E T H:



         WHEREAS, the Company and ROBB PECK McCOOEY Financial Services, Inc., a

Delaware corporation ("ROBB PECK") have entered into an Agreement and Plan of

Merger, dated as of January 18, 2001, as amended as of February 15, 2001 (the

"MERGER AGREEMENT"), pursuant to which Robb Peck is merging with and into the

Company as of the date hereof (the "MERGER") and the Stockholders will receive

shares of the Company's common stock, $.01 par value per share (the "COMMON

STOCK") as part of the merger consideration.



         WHEREAS, the parties hereto desire to promote the interests of the

Company and the interests of the Stockholders by establishing herein certain

terms and conditions upon which the Company will register certain of the shares

of Common Stock acquired by the Stockholders in connection with the Merger; and



         WHEREAS, a condition to the effectiveness of this Agreement with

respect to each Stockholder is that such Stockholder execute and deliver an RPM

Stockholder Agreement (in the form attached as an Exhibit to the Merger

Agreement).



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

and agreements herein contained, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



         1. Certain Definitions. As used herein, the following terms shall have

the following respective meanings:



                  "BUSINESS DAY" shall have the meaning ascribed thereto in the

Merger Agreement.



                  "CHANGING EVENT shall have the meaning ascribed thereto in

Section 3.4(d) hereof.



                  "CLOSING DATE" shall have the meaning ascribed thereto in the

Merger Agreement.



                  "COMMON STOCK" shall have the meaning ascribed thereto in the

Recitals.



                  "COMMISSION" shall mean the Securities and Exchange Commission

or any other Federal agency at the time administering the Securities Act.

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                  "CORRECTION EVENT" shall have the meaning ascribed thereto in

Section 3.4(d) hereof.



                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,

as amended.



                  "HOLDER" shall mean any holder of Registrable Securities.



                  "INITIATING HOLDER" shall mean George E. Robb, Jr. or Robert

M. Murphy, or , if either of them is unable or unwilling to so act, then an

individual designated by him (or his heirs or legal representatives).



                  "NON-REQUESTING INITIATING HOLDER" shall have the meaning

ascribed thereto in Section 3.1(a) hereof.



                  "REGISTER", "REGISTERED" and "REGISTRATION" shall refer to a

registration effected by preparing and filing a registration statement in

compliance with the Securities Act and applicable rules and regulations

thereunder and the declaration or ordering of the effectiveness of such

registration statement.



                  "REGISTRABLE SECURITIES" shall mean the shares of (i) Common

Stock received by the Holders in connection with the Merger (and any shares of

Common Stock received in connection with the exercise of any stock options

originally granted by Robb Peck and assumed by the Company) and (ii) capital

stock issuable or issued in respect of shares of Common Stock described in

clause (i) above to the Holders upon any stock split, stock dividend, merger,

consolidation, recapitalization or similar event, excluding all such shares

which (x) have been registered for resale under the Securities Act and disposed

of in accordance with the registration statement covering them, (y) have been

publicly sold pursuant to Rule 144, or (z) are eligible for sale without

restriction under Rule 144(k).



                  "REGISTRATION EXPENSES" shall mean all expenses incurred in

compliance by the Company with Section 3 hereof, including, without limitation,

all registration, qualification and filing fees, exchange listing fees, expenses

incurred in connection with the preparation, printing and distribution of the

registration statement and prospectus (including all expenses incurred in

connection with the delivery to any Holder of such number of copies of any

prospectus as such Holder may reasonably request), escrow fees, fees and

disbursements of counsel for the Company and independent public accountants of

the Company, blue sky fees and expenses, the fees and expenses of one counsel

for all the selling Holders and the expense of any special audits incident to or

required by any such registration (but excluding the compensation of regular

employees of the Company, which shall be paid in any event by the Company).



                  "RULE 144" shall mean Rule 144, or any successor rule, under

the Securities Act.



                  "RULE 144(k)" shall mean Rule 144(k), or any successor rule,

under the Securities Act.



                  "SECURITIES ACT" shall mean the Securities Act of 1933, as

amended.





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                  "SELLING EXPENSES" shall mean all underwriting discounts and

selling commissions applicable to the sale of Registrable Securities and all

fees and disbursements of counsel for any Holder (other than the fees and

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