RESTRICTED STOCK AGREEMENT

          THIS AGREEMENT, dated as of the 8th day of November, 2006, between KBW, Inc., a Delaware corporation (the Corporation), and the employee who is confirming agreement with these terms through the facility of the Employee Account Records web site, as defined below (the Employee).

W I T N E S S E T H

          In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

1. Grant, Vesting and Forfeiture of Restricted Stock.

(a) Grant. Subject to the provisions of this Agreement and to the provisions of the KBW, Inc. 2006 Equity Incentive Plan (the Plan), the Corporation hereby grants to the Employee as of November 8, 2006 (the Grant Date), such number of Shares (the Restricted Stock) of common stock of the Corporation, par value $0.01 per Share (Common Stock) as shall be set forth in the account records of the Employee (Employee Account Records) as being granted hereby of the Bank of New York (the Transfer Agent). Employee may view such Employee Account Records at the Internet URL address of BONY maintained for that purpose at www.bnymystock.com/KBW. The Employee Account Records relating to the Restricted Stock are expressly made a part hereof, subject to correction for errors by the Corporation, for purposes of the amount and vesting schedule relating to the Restricted Stock. All capitalized terms used herein, to the extent not defined, shall have the meaning set forth in the Plan.

(b) Vesting during the Restriction Period. Subject to the terms and conditions of this Agreement, the Restricted Stock shall vest and no longer be subject to any restriction on the Vest Dates and in the respective amounts vesting on such dates set forth in the Employee Account Records (such period during which restrictions apply is the Restriction Period).

(c) Forfeiture upon Termination of Employment; Accelerated Vesting upon Termination Due to Death or Disability. Upon the Employees Termination of Employment for any reason (other than due to the Employees death or Disability) during the Restriction Period, all Shares of Restricted Stock still subject to restriction shall be forfeited. Upon the Employees Termination of Employment during the Restriction Period due to the Employees death or Disability, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested. For purposes of this Agreement, employment with the Corporation shall include employment with the Corporations Affiliates and its successors. Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in the employ of the Corporation or any of its Affiliates or interfere in any way with the right of the Corporation or any such Affiliates to terminate the Employees employment at any time.