0001047469-06-012150 Sample Contracts

AGREEMENT OF LEASE between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES and ELAS SECURITIES ACQUISITION CORP.,
Agreement of Lease • September 28th, 2006 • Kbw, Inc. • Finance services • New York

Capitalized terms used herein and not defined elsewhere in this Lease shall have the meanings set forth below, each of which definition shall be included within, and an integral and substantive part of, the terms, covenants and provisions of this Lease:

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FULLY DISCLOSED CLEARING AGREEMENT OF KEEFE, BRUYETTE & WOODS, INC.
Agreement • September 28th, 2006 • Kbw, Inc. • Finance services • New York

THIS AGREEMENT is made and entered into this 28th day of February, 2005 by and between Fortis Securities LLC ("Fortis"), a Limited Liability Company, and Keefe, Bruyette & Woods, Inc. ("Broker"), a New York Corporation.

FULLY DISCLOSED CLEARING AGREEMENT OF PERSHING DIVISION DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
Kbw, Inc. • September 28th, 2006 • Finance services • New York

THIS AGREEMENT is made and entered into as of this October 22, 1992 by and between the Pershing Division of Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing"), a Delaware Corporation and Keefe, Bruyette & Woods, Inc. ("Broker"), a New York Corporation.

FIRST AMENDMENT OF LEASE
Of Lease • September 28th, 2006 • Kbw, Inc. • Finance services • New York

THIS FIRST AMENDMENT OF LEASE (this “Amendment”) made as of the day of September, 2002 between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES and ELAS SECURITIES ACQUISITION CORP., each having an office at 1290 Avenue of the Americas, New York, New York 10104 (collectively, “Landlord”), as landlord, and KEEFE, BRUYETTE & WOODS, INC., having an office at 787 Seventh Avenue, New York, New York 10019 (collectively, “Tenant”), as tenant.

SECOND AMENDMENT OF LEASE
Of Lease • September 28th, 2006 • Kbw, Inc. • Finance services • New York

THIS SECOND AMENDMENT OF LEASE (this “Amendment”, and sometimes referred to herein as the “Second Amendment”) made as of the 10th day of October, 2003 between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES and ELAS SECURITIES ACQUISITION CORP., each having an office at 1290 Avenue of the Americas, New York, New York 10104 (collectively, “Landlord”), as landlord, and KEEFE, BRUYETTE & WOODS, INC., having an office at 787 Seventh Avenue, New York, New York 10019 (collectively, “Tenant”), as tenant.

KBW, INC. FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • September 28th, 2006 • Kbw, Inc. • Finance services • Delaware

This Stockholders’ Agreement, dated as of , 2006, among KBW, Inc., a Delaware corporation (the “Company”), and the persons listed on Exhibit A hereto, each of whom holds a title as an employee at or above the level of “Principal” as of the date hereof (individually, a “Stockholder” and collectively, the “Stockholders”).

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