Exhibit 3.2  AMENDED
AND RESTATED BY-LAWS
OF
KBW, INC.  INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE  These Amended and
Restated Bylaws (the Bylaws) of KBW, Inc., a Delaware corporation (the
Corporation), are effective as of October 31, 2006 (the Effective
Time), and hereby amend and restate the previous bylaws of the Corporation
which are hereby deleted in their entirety and replaced with the following:  ARTICLE I  Offices and Records  SECTION
1.1         Delaware Office. The
principal office of the Corporation in the State of Delaware shall be located
in the City of Wilmington, County of New Castle, and the name and address of
its registered agent is The Corporation Trust Company, 1209 Orange Street,
Wilmington, Delaware.  SECTION
1.2         Other Offices. The
Corporation may have such other offices, either within or without the State of
Delaware, as the Board of Directors may designate or as the business of the
Corporation may from time to time require.  SECTION
1.3         Books and Records. The
books and records of the Corporation may be kept outside the State of Delaware
at such place or places as may from time to time be designated by the Board of
Directors.  ARTICLE II  Stockholders  SECTION
2.1         Annual Meeting. The
annual meeting of the stockholders of the Corporation shall be held on such
date and at such place and time as may be fixed by resolution of the Board of
Directors.  SECTION
2.2         Special Meeting. Subject
to the rights of the holders of any series of stock having a preference over
the Common Stock of the Corporation as to dividends or upon liquidation (Preferred
Stock) with respect to such series of Preferred Stock, special meetings of
the stockholders may be called only by the Chairman of the Board or by the
Board of Directors


pursuant to a resolution
adopted by a majority of the total number of directors which the Corporation
would have if there were no vacancies (the Whole Board).  SECTION
2.3         Place of Meeting. The
Board of Directors or the Chairman of the Board, as the case may be, may designate
the place of meeting for any annual meeting or for any special meeting of the
stockholders called by the Board of Directors or the Chairman of the Board. If
no designation is so made, the place of meeting shall be the principal office
of the Corporation.  SECTION
2.4         Notice of Meeting. Written
or printed notice, stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be delivered by the
Corporation not less than ten (10) days nor more than sixty (60) days before
the date of the meeting, either personally or by mail, to each stockholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail with postage thereon
prepaid, addressed to the stockholder at his address as it appears on the stock
transfer books of the Corporation. Such further notice shall be given as may be
required by law. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporations notice of meeting. Meetings may be held without notice if all
stockholders entitled to vote are present, or if notice is waived by those not
present in accordance with Section 6.4 of these By-Laws. Any previously
scheduled meeting of the stockholders may be postponed, and (unless the
Certificate of Incorporation otherwise provides) any special meeting of the
stockholders may be canceled, by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such meeting of
stockholders.  SECTION
2.5         Quorum and Adjournment.
Except as otherwise provided by law or by the Certificate of Incorporation, the
holders of a majority of the outstanding shares of the Corporation entitled to
vote generally in the election of directors (the Voting Stock),
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders, except that when specified business is to be voted on by a class
or series of stock voting as a class, the holders of a majority of the shares
of such class or series shall constitute a quorum of such class or series for
the transaction of such business. The Chairman of the meeting or a majority of
the shares so represented may adjourn the meeting from time to time, whether or
not there is such a quorum. No notice of the time and place of adjourned
meetings need be given except as required by law. The stockholders present at a
duly called meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.  SECTION
2.6         Proxies. At all
meetings of stockholders, a stockholder may vote by proxy executed in writing
(or in such manner prescribed by the General Corporation Law of the State of
Delaware) by the stockholder, or by his duly authorized attorney in fact.  SECTION
2.7         Notice of Stockholder
Business and Nominations.  (A)          Annual
Meetings of Stockholders. (1)  Nominations
of persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to  2


the Corporations notice
of meeting, (b) by or at the direction of the Board of Directors or (c) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this By-Law, who is entitled to vote at the meeting
and who complies with the notice procedures set forth in this By-Law.  (2)           For
nominations or other business to be properly brought before an annual meeting
by a stockholder pursuant to clause (c) of paragraph (A)(1) of this By-Law, the
stockholder must have given timely notice thereof in writing to the Secretary
of the Corporation and such other business must otherwise be a proper matter
for stockholder action. To be timely, a stockholders notice shall be delivered
to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding years
annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Corporation. In
no event shall the public announcement of an adjournment of an annual meeting
commence a new time period for the giving of a stockholders notice as described
above. Such stockholders notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or
is otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the Exchange Act) and Rule 14a-11
thereunder (including such persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (b) as to any
other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
Corporations books, and of such beneficial owner and (ii) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.  (3)           Notwithstanding
anything in the second sentence of paragraph (A)(2) of this By-Law to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 70 days prior
to the first anniversary of the preceding years annual meeting, a stockholders
notice required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.  3


(B)           Special
Meetings of Stockholders. Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the Corporations notice of meeting. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporations
notice of meeting (a) by or at the direction of the Board of Directors or (b)
provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in this
By-Law, who shall be entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-Law. In the event the Corporation calls
a special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may nominate a person
or persons (as the case may be), for election to such position(s) as specified
in the Corporations notice of meeting, if the stockholders notice required by
paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting or
the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall the public announcement
of an adjournment of a special meeting commence a new time period for the
giving of a stockholders notice as described above.  (C)           General.
(1) Only such persons who are nominated in accordance with the procedures set
forth in this By-Law shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
By-Law. Except as otherwise provided by law, the Certificate of Incorporation
or these By-Laws, the Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before
the meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this By-Law and, if any proposed nomination or business
is not in compliance with this By-Law, to declare that such defective proposal
or nomination shall be disregarded.  (2)           For
purposes of this By-Law, public announcement shall mean disclosure in a press
release reported by the Dow Jones News Service, Associated Press or comparable
national news service or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.  (3)           Notwithstanding
the foregoing provisions of this By-Law, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this By-Law. Nothing in
this By-Law shall be deemed to affect any rights (i) of stockholders to request
inclusion of proposals in the Corporations proxy statement pursuant to Rule
14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.  SECTION
2.8         Procedure for Election of
Directors; Required Vote. Election of directors at all meetings of the
stockholders at which directors are to be elected shall be by ballot, and,
subject to the rights of the holders of any series of Preferred Stock to elect
directors under specified circumstances, a plurality of the votes cast thereat
shall elect directors. Except as  4


otherwise provided by
law, the Certificate of Incorporation, or these By-Laws, in all matters other
than the election of directors, the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the matter shall be the act of the stockholders.  SECTION
2.9         Inspectors of Elections;
Opening and Closing the Polls. The Board of Directors by resolution shall
appoint one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives, to act at the
meetings of stockholders and make a written report thereof. One or more persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate has been appointed to act or is able to act
at a meeting of stockholders, the Chairman of the meeting shall appoint one or
more inspectors to act at the meeting. Each inspector, before discharging his
or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall have the duties prescribed by law.  The
Chairman of the meeting shall fix and announce at the meeting the date and time
of the opening and the closing of the polls for each matter upon which the
stockholders will vote at a meeting.  SECTION
2.10       No Stockholder Action by
Written Consent. Subject to the rights of the holders of any series of
Preferred Stock with respect to such series of Preferred Stock, any action
required or permitted to be taken by the stockholders of the Corporation must
be effected at an annual or special meeting of stockholders of the Corporation
and may not be effected by any consent in writing by such stockholders.  ARTICLE III  Board of Directors  SECTION
3.1         General Powers. The
business and affairs of the Corporation shall be managed under the direction of
the Board of Directors. In addition to the powers and authorities by these
By-Laws expressly conferred upon them, the Board of Directors may exercise all
such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these By-Laws
required to be exercised or done by the stockholders.  SECTION
3.2         Number, Tenure and
Qualifications. Subject to the rights of the holders of any series of
Preferred Stock to elect directors under specified circumstances, the number of
directors shall be fixed from time to time exclusively pursuant to a resolution
adopted by a majority of the Whole Board and shall be divided into three
classes, as nearly equal in number as possible. One class of directors shall be
initially elected for a term expiring at the annual meeting of stockholders to
be held in 2007, another class shall be initially elected for a term expiring
at the annual meeting of stockholders to be held in 2008 and another class
shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 2009. Each director shall hold office until his or
her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the 2007 annual meeting,  5


(i) directors elected to
succeed those directors whose terms then expire shall be elected by a plurality
vote of all votes cast at such meeting for a term of office to expire at the
third succeeding annual meeting of stockholders after their election, with each
director to hold office until his or her successor shall have been duly elected
and qualified, and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of Directors,
regardless of how such vacancy shall have been created.  SECTION
3.3         Regular Meetings. A
regular meeting of the Board of Directors shall be held without other notice
than this By-Law immediately after, and at the same place as, the Annual
Meeting of Stockholders. The Board of Directors may, by resolution, provide the
time and place for the holding of additional regular meetings without other
notice than such resolution.  SECTION
3.4         Special Meetings. Special
meetings of the Board of Directors shall be called at the request of the
Chairman of the Board or a majority of the Board of Directors then in office. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place and time of the meetings.  SECTION
3.5         Notice. Notice of any
special meeting of directors shall be given to each director at his business or
residence in writing by hand delivery, first-class or overnight mail or courier
service, telegram or facsimile transmission, or orally by telephone. If mailed
by first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon
prepaid, at least five (5) days before such meeting. If by telegram, overnight
mail or courier service, such notice shall be deemed adequately delivered when
the telegram is delivered to the telegraph company or the notice is delivered
to the overnight mail or courier service company at least twenty-four (24)
hours before such meeting. If by facsimile transmission, such notice shall be
deemed adequately delivered when the notice is transmitted at least twelve (12)
hours before such meeting. If by telephone or by hand delivery, the notice
shall be given at least twelve (12) hours prior to the time set for the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice of
such meeting, except for amendments to these By-Laws, as provided under Section
8.1. A meeting may be held at any time without notice if all the directors are
present or if those not present waive notice of the meeting in accordance with
Section 6.4 of these By-Laws.  SECTION
3.6         Action by Consent of Board
of Directors. Any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.  SECTION
3.7         Conference Telephone
Meetings. Members of the Board of Directors, or any committee thereof, may
participate in a meeting of the Board of Directors or such committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.  6


SECTION
3.8         Quorum. Subject to
Section 3.9, a whole number of directors equal to at least a majority of the
Whole Board shall constitute a quorum for the transaction of business, but if
at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of the directors present may adjourn the meeting from time
to time without further notice. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. The directors present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.  SECTION
3.9         Vacancies. Subject to
applicable law and the rights of the holders of any series of Preferred Stock
with respect to such series of Preferred Stock, and unless the Board of
Directors otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly
created directorships resulting from any increase in the authorized number of
directors, may be filled only by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors, and
directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of office of the class to which they have
been elected expires and until such directors successor shall have been duly
elected and qualified. No decrease in the number of authorized directors
constituting the Whole Board shall shorten the term of any incumbent director.  SECTION
3.10       Executive and Other
Committees. The Board of Directors may, by resolution adopted by a majority
of the Whole Board, designate an Executive Committee to exercise, subject to
applicable provisions of law, all the powers of the Board in the management of
the business and affairs of the Corporation when the Board is not in session,
including without limitation the power to declare dividends, to authorize the
issuance of the Corporations capital stock and to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware, and may, by resolution similarly adopted, designate one
or more other committees. The Executive Committee and each such other committee
shall consist of two or more directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, other than the Executive Committee (the powers of which are
expressly provided for herein), may to the extent permitted by law exercise
such powers and shall have such responsibilities as shall be specified in the
designating resolution. In the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting a quorum,
may unanimously appoint another member of the Board to act at the meeting in
the place of any such absent or disqualified member. Each committee shall keep
written minutes of its proceedings and shall report such proceedings to the
Board when required.  A majority
of any committee may determine its action and fix the time and place of its
meetings, unless the Board shall otherwise provide. Notice of such meetings
shall be given to each member of the committee in the manner provided for in
Section 3.5 of these By-Laws. The Board shall have power at any time to fill
vacancies in, to change the membership of, or to dissolve any such committee. Nothing
herein shall be deemed to prevent the Board from appointing one or more
committees consisting in whole or in part of persons who are not  7


directors
of the Corporation; provided, however, that no such committee shall have or may
exercise any authority of the Board.  SECTION
3.11       Removal. Subject to the
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, any director, or the entire Board of Directors, may
be removed from office at any time, but only for cause and only by the
affirmative vote of the holders of at least 80 percent of the voting power of
all of the then-outstanding shares of Voting Stock, voting together as a single
class.  SECTION
3.12       Records. The Board of
Directors shall cause to be kept a record containing the minutes of the
proceedings of the meetings of the Board and of the stockholders, appropriate
stock books and registers and such books of records and accounts as may be
necessary for the proper conduct of the business of the Corporation.  ARTICLE IV  Officers  SECTION
4.1         Elected Officers. The
elected officers of the Corporation shall be a Chairman of the Board of
Directors (who shall also be the Chief Executive Officer, unless the Board
otherwise determines), one or more Vice Chairmen of the Board of Directors, a
President, one or more Executive Vice Presidents, a Secretary, a Treasurer, and
such other officers (including, without limitation, a Chief Financial Officer,
Senior Vice Presidents and Vice Presidents) as the Board of Directors from time
to time may deem proper. The Chairman of the Board and the President shall be
chosen from among the directors. All other officers need not be directors. All
officers elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to the specific
provisions of this ARTICLE IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by
any committee thereof. The Board or any committee thereof may from time to time
elect, or the Chairman of the Board or President may appoint, such other
officers, assistant officers, and agents as may be necessary or desirable for
the conduct of the business of the Corporation. Such other officers, assistant
officers, and agents shall have such duties and shall hold their offices for
such terms as shall be provided in these By-Laws or as may be prescribed by the
Board or such committee or by the Chairman of the Board or President, as the
case may be. Any two offices, except those of Chairman of the Board and
President, may be held by the same individual.  SECTION
4.2         Election and Term of Office.
The elected officers of the Corporation shall be elected annually by the Board
of Directors at the regular meeting of the Board of Directors held after the
annual meeting of the stockholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign, but any officer may be removed from office with or without cause at any
time by the affirmative vote of a majority of the Whole Board or, except in the
case of an officer or agent elected by the Board, by the Chairman of the Board
or President. Such removal shall be without prejudice to the contractual
rights, if any, of the person so removed.  8


SECTION
4.3         Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the stockholders and of
the Board of Directors and shall be the Chief Executive Officer of the Company.
The Chairman of the Board shall be responsible for the general management of
the affairs of the Corporation and shall perform all duties incidental to his
office which may be required by law and all such other duties as are properly
required of him by the Board of Directors. He shall make reports to the Board
of Directors and the stockholders, and shall see that all orders and
resolutions of the Board of Directors and of any committee thereof are carried
into effect.  SECTION
4.4         Vice Chairman of the Board.
Each Vice Chairman shall have such powers and shall perform such duties as
shall be assigned to such officer by the Board of Directors or the Chairman of
the Board.  SECTION
4.5         President. The
President shall act in a general executive capacity and shall assist the
Chairman of the Board in the administration and operation of the Corporations
business and general supervision of its policies and affairs. The President
shall, in the absence of or because of the inability to act of the Chairman of
the Board, perform all duties of the Chairman of the Board and preside at all
meetings of stockholders and of the Board of Directors.  SECTION
4.6         Vice Presidents. Each
Executive Vice President and any Senior Vice Presidents or Vice Presidents
shall have such powers and shall perform such duties as shall be assigned to
such officer by the Board of Directors.  SECTION
4.7         Chief Financial Officer.
The Chief Financial Officer, if any, shall act in an executive financial
capacity. He shall assist the Chairman of the Board and the President in the
general supervision of the Corporations financial policies and affairs.  SECTION
4.8         Treasurer. The
Treasurer shall exercise general supervision over the receipt, custody and
disbursement of corporate funds. The Treasurer shall cause the funds of the
Corporation to be deposited in such banks as may be authorized by the Board of
Directors, or in such banks as may be designated as depositaries in the manner
provided by resolution of the Board of Directors. He shall have such further
powers and duties and shall be subject to such directions as may be granted or
imposed upon him from time to time by the Board of Directors, the Chairman of
the Board or the President.  SECTION
4.9         Secretary. The
Secretary shall keep or cause to be kept in one or more books provided for that
purpose, the minutes of all meetings of the Board, the committees of the Board
and the stockholders; he shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; he
shall be custodian of the records and the seal of the Corporation and affix and
attest the seal to all stock certificates of the Corporation (unless the seal
of the Corporation on such certificates shall be a facsimile, as hereinafter provided)
and affix and attest the seal to all other documents to be executed on behalf
of the Corporation under its seal; and he shall see that the books, reports,
statements, certificates and other documents and records required by law to be
kept and filed are properly kept and filed; and in general, he shall perform
all the duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Board, the Chairman of the
Board or the President.  9


SECTION
4.10       Removal. Any officer
elected, or agent appointed, by the Board of Directors may be removed by the
affirmative vote of a majority of the Whole Board whenever, in their judgment,
the best interests of the Corporation would be served thereby. Any officer or
agent appointed by the Chairman of the Board or the President may be removed by
him whenever, in his judgment, the best interests of the Corporation would be
served thereby. No elected officer shall have any contractual rights against
the Corporation for compensation by virtue of such election beyond the date of
the election of his successor, his death, his resignation or his removal,
whichever event shall first occur, except as otherwise provided in an
employment contract or under an employee deferred compensation plan.  SECTION
4.11       Vacancies. A newly
created elected office and a vacancy in any elected office because of death,
resignation, or removal may be filled by the Board of Directors for the
unexpired portion of the term at any meeting of the Board of Directors. Any
vacancy in an office appointed by the Chairman of the Board or the President
because of death, resignation, or removal may be filled by the Chairman of the
Board or the President.  ARTICLE V  Stock Certificates and Transfers  SECTION
5.1         Stock Certificates and
Transfers. The interest of each stockholder of the Corporation shall be
evidenced by certificates for shares of stock in such form as the appropriate
officers of the Corporation may from time to time prescribe. The shares of the
stock of the Corporation shall be transferred on the books of the Corporation
by the holder thereof in person or by his attorney, upon surrender for
cancellation of certificates for at least the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly executed,
with such proof of the authenticity of the signature as the Corporation or its
agents may reasonably require.  The
certificates of stock shall be signed, countersigned and registered in such
manner as the Board of Directors may by resolution prescribe, which resolution
may permit all or any of the signatures on such certificates to be in facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate has ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.  SECTION
5.2         Lost, Stolen or Destroyed
Certificates. No certificate for shares of stock in the Corporation shall
be issued in place of any certificate alleged to have been lost, destroyed or
stolen, except on production of such evidence of such loss, destruction or
theft and on delivery to the Corporation of a bond of indemnity in such amount,
upon such terms and secured by such surety, as the Board of Directors or any
financial officer may in its or his discretion require.  10


ARTICLE VI  Miscellaneous Provisions  SECTION
6.1         Fiscal Year. The fiscal
year of the Corporation shall begin on the first day of January and end on the
thirty-first day of December of each year.  SECTION
6.2         Dividends. The Board of
Directors may from time to time declare, and the Corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law and the Certificate of Incorporation.  SECTION
6.3         Seal. The corporate
seal shall have enscribed thereon the words Corporate Seal, the year of
incorporation and around the margin thereof the words KBW, Inc.  Delaware.  SECTION
6.4         Waiver of Notice. Whenever
any notice is required to be given to any stockholder or director of the
Corporation under the provisions of the General Corporation Law of the State of
Delaware or these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any annual or special meeting
of the stockholders or the Board of Directors or committee thereof need be
specified in any waiver of notice of such meeting.  SECTION
6.5         Audits. The accounts,
books and records of the Corporation shall be audited upon the conclusion of
each fiscal year by an independent certified public accountant selected by the
Board of Directors, and it shall be the duty of the Board of Directors to cause
such audit to be done annually.  SECTION
6.6         Resignations. Any
director or any officer, whether elected or appointed, may resign at any time
by giving written notice of such resignation to the Chairman of the Board, the
President, or the Secretary, and such resignation shall be deemed to be
effective as of the close of business on the date said notice is received by
the Chairman of the Board, the President, or the Secretary, or at such later
time as is specified therein. No formal action shall be required of the Board
of Directors or the stockholders to make any such resignation effective.  SECTION
6.7         Indemnification and
Insurance.  (A)          Each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a proceeding), by reason
of the fact that he or a person of whom he is the legal representative is or
was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans maintained or
sponsored by the Corporation, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of  11


any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs, executors and administrators; provided,
however, that except as provided in paragraph (C) of this By-Law, the Corporation
shall indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors. The right to
indemnification conferred in this By-Law shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in defending
any such proceeding in advance of its final disposition, such advances to be
paid by the Corporation within 20 days after the receipt by the Corporation of
a statement or statements from the claimant requesting such advance or advances
from time to time; provided, however, that if the General Corporation Law of
the State of Delaware requires, the payment of such expenses incurred by a
director or officer in his capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified
under this By-Law or otherwise.  (B)           To
obtain indemnification under this By-Law, a claimant shall submit to the Corporation
a written request, including therein or therewith such documentation and
information as is reasonably available to the claimant and is reasonably
necessary to determine whether and to what extent the claimant is entitled to
indemnification. Upon written request by a claimant for indemnification
pursuant to the first sentence of this paragraph (B), a determination, if
required by applicable law, with respect to the claimants entitlement thereto
shall be made as follows: (1) if requested by the claimant, by Independent
Counsel (as hereinafter defined), or (2) if no request is made by the claimant
for a determination by Independent Counsel, (i) by the Board of Directors by a
majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (ii) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, such quorum
of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the
claimant, or (iii) if a quorum of Disinterested Directors so directs, by the
stockholders of the Corporation. In the event the determination of entitlement
to indemnification is to be made by Independent Counsel at the request of the claimant,
the Independent Counsel shall be selected by the Board of Directors unless
there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceeding for which indemnification is
claimed a Change of Control, in which case the Independent Counsel shall be
selected by the claimant unless the claimant shall request that such selection
be made by the Board of Directors. If it is so determined that the claimant is
entitled to indemnification, payment to the claimant shall be made within 10
days after such determination  (C)           If
a claim under paragraph (A) of this By-Law is not paid in full by the
Corporation within thirty (30) days after a written claim pursuant to paragraph
(B) of this By-Law  12


has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standard of conduct which makes it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the Corporation (including its
Board of Directors, Independent Counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware, nor an actual determination by the Corporation (including its Board
of Directors, Independent Counsel or stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.  (D)          If a
determination shall have been made pursuant to paragraph (B) of this By-Law
that the claimant is entitled to indemnification, the Corporation shall be
bound by such determination in any judicial proceeding commenced pursuant to
paragraph (C) of this By-Law.  (E)           The
Corporation shall be precluded from asserting in any judicial proceeding commenced
pursuant to paragraph (C) of this By-Law that the procedures and presumptions
of this By-Law are not valid, binding and enforceable and shall stipulate in
such proceeding that the Corporation is bound by all the provisions of this
By-Law.  (F)           The
right to indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this By-Law shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation, By-Laws,
agreement, vote of stockholders or Disinterested Directors or otherwise. No
repeal or modification of this By-Law shall in any way diminish or adversely
affect the rights of any director, officer, employee or agent of the Corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.  (G)           The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware. To the extent that the Corporation
maintains any policy or policies providing such insurance, each such director
or officer, and each such agent or employee to which rights to indemnification
have been granted as provided in paragraph (H) of this By-Law, shall be covered
by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage thereunder for any such director, officer, employee or
agent.  13


(H)          The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and rights to be paid by the
Corporation the expenses incurred in defending any proceeding in advance of its
final disposition, to any employee or agent of the Corporation to the fullest
extent of the provisions of this By-Law with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.  (I)            If
any provision or provisions of this By-Law shall be held to be invalid, illegal
or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability
of the remaining provisions of this By-Law (including, without limitation, each
portion of any paragraph of this By-Law containing any such provision held to
be invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby;
and (2) to the fullest extent possible, the provisions of this By-Law
(including, without limitation, each such portion of any paragraph of this
By-Law containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.  (J)            For
purposes of this By-Law:  (1)           Disinterested
Director means a director of the Corporation who is not and was not a party to
the matter in respect of which indemnification is sought by the claimant.  (2)           Independent
Counsel means a law firm, a member of a law firm, or an independent
practitioner, that is experienced in matters of corporation law and shall
include any person who, under the applicable standards of professional conduct
then prevailing, would not have a conflict of interest in representing either
the Corporation or the claimant in an action to determine the claimants rights
under this By-Law.  (3)           Change
in Control means shall mean the happening of any of the following events:  (i)            Acquisition by any individual,
entity or group (with the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (A) the then outstanding shares of
common stock of the Corporation (the Outstanding Common Stock) or (B)
the combined voting power of the then outstanding Voting Stock; provided,
however, that, for purposes of this subsection (i), the following acquisitions
shall not constitute a Change of Control: (1) any acquisition directly from the
Corporation, including sales of shares of Common Stock to employees of the
Corporation pursuant to any stock option or similar plan or otherwise, (2) any
acquisition by the Corporation, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation, or (4) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of subsection (iii) of this definition; or  14


(ii)           Individuals who, as of the date of
these Amended and Restated By-laws, constitute the Board (the Incumbent
Board) cease to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Corporations shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or  (iii)          Approval by the shareholders of the
Corporation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Corporation or the
acquisition of assets or stock of another corporation (a Business
Combination), in each case, unless, following such Business Combination,
(A) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such Business Combination
will beneficially own, directly or indirectly, more than 60% of, respectively,
the then outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from
such Business Combination (including, without limitation, a corporation which
as a result of such transaction owns the Corporation or all or substantially
all of the Corporations assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Common Stock and
Outstanding Voting Securities, as the case may be, (B) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination or a current employee of the Corporation prior to such
Business Combination) will beneficially own, directly or indirectly, 30% or
more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination and
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination will have been members of
the Incumbent Board at the time of the execution of the initial agreement, or
of the action of the Board, providing for such Business Combination; or  (iv)          Approval by the shareholders of the
Corporation of a complete liquidation or dissolution of the Corporation.  (K)          Any
notice, request or other communication required or permitted to be given to the
Corporation under this By-Law shall be in writing and either delivered in
person or sent by telecopy, telex, telegram, overnight mail or courier service,
or certified or registered mail, postage prepaid, return receipt requested, to
the Secretary of the Corporation and shall be effective only upon receipt by
the Secretary.  15


ARTICLE VII  Contracts, Proxies, Etc.  SECTION
7.1         Contracts. Except as
otherwise required by law, the Certificate of Incorporation or these By-Laws,
any contracts or other instruments may be executed and delivered in the name
and on the behalf of the Corporation by such officer or officers of the
Corporation as the Board of Directors may from time to time direct. Such
authority may be general or confined to specific instances as the Board may
determine. The Chairman of the Board, the Vice Chairman, the President or any
Vice President may execute bonds, contracts, deeds, leases and other instruments
to be made or executed for or on behalf of the Corporation. Subject to any
restrictions imposed by the Board of Directors or the Chairman of the Board,
the Vice Chairman, the President or any Vice President of the Corporation may
delegate contractual powers to others under his jurisdiction, it being
understood, however, that any such delegation of power shall not relieve such
officer of responsibility with respect to the exercise of such delegated power.  SECTION
7.2         Proxies. Unless
otherwise provided by resolution adopted by the Board of Directors, the
Chairman of the Board, the Vice Chairman, the President or any Vice President
may from time to time appoint an attorney or attorneys or agent or agents of
the Corporation, in the name and on behalf of the Corporation, to cast the
votes which the Corporation may be entitled to cast as the holder of stock or
other securities in any other corporation, any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of the
stock or other securities of such other corporation, or to consent in writing,
in the name of the Corporation as such holder, to any action by such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its
corporate seal or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in the premises.  ARTICLE VIII  Amendments  SECTION
8.1         Amendments. These
By-Laws may be altered, amended, or repealed at any meeting of the Board of
Directors or of the stockholders, provided notice of the proposed change was
given in the notice of the meeting and, in the case of a meeting of the Board
of Directors, in a notice given not less than two days prior to the meeting;
provided, however, that, in the case of amendments by stockholders,
notwithstanding any other provisions of these By-Laws or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the
capital stock of the Corporation required by law, the Certificate of
Incorporation or these By-Laws, the affirmative vote of the holders of at least
80 percent of the voting power of all the then outstanding shares of the Voting
Stock, voting together as a single class, shall be required to alter, amend or
repeal any provision of these By-Laws.  16