RESTRICTED STOCK AGREEMENT

          THIS AGREEMENT, between KBW, Inc., a Delaware corporation (the Corporation), and the employee (the Employee) executing this agreement (the Agreement)(the Employee) dated as of the Date of Grant (the Grant Date) in the letter dated March 1, 2007 (the March 1 Notification Letter) attached hereto (which letter insofar as it specifies Date of Grant, Share Price on Grant Date, Number of Shares and Market Value as of Grant Date is expressly made a part hereof).

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 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 March 1 Notification Letter and as shown in the account records of the Employee (Employee Account Records) as being granted hereby.. The Employee Account Records shall be held by the Bank of New York (the Transfer Agent). Employee may view such Employee Account Records at the Internet URL address of the Transfer Agent 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 Number of Shares, Grant Date and vesting schedule relating to the Restricted Stock. In the event of any discrepancy between the March 1 Notification Letter and the Employee Account Records, the Employee Account Records shall be used to determine correct information. 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 Retirement, 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. Upon the Employees Termination of Employment during the Restriction Period upon Retirement, the restrictions applicable to the Restricted Stock shall continue, and such Restricted Stock shall continue to vest