Exhibit4.1 
   KBW, INC.   SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


TABLE OF CONTENTS PAGEARTICLE I
  
  DEFINITIONS
  
  1ARTICLE II
  
  LIMITATIONS ON TRANSFER OF SHARES
  
  3Section 2.1.
  
  General
  
  3Section 2.2.
  
  Disposition of
  Common Shares
  
  3Section 2.3.
  
  Disposition of
  Common Shares Upon Retirement
  
  3Section 2.4.
  
  Disposition of
  Common Shares Upon Death or Disability
  
  3Section 2.5.
  
  Disposition of
  Common Shares by Gift or Charitable Donation
  
  4Section 2.7.
  
  Disposition of
  Common Shares with the Consent of Board of Directors
  
  4Section 2.8.
  
  Compliance with
  Law and Regulations
  
  4Section 2.9.
  
  Legend on
  Certificates; Entry of Stop Transfer Orders
  
  5ARTICLE III
  
  STOCKHOLDER COVENANTS
  
  5Section 3.1.
  
  Noncompetition
  
  5Section 3.2.
  
  Nonsolicitation
  of Clients
  
  6Section 3.3.
  
  Nonsolicitation
  of Employees
  
  7Section 3.4.
  
  Transfer of
  Client Relationships
  
  7Section 3.5.
  
  Prior Notice
  Required
  
  7Section 3.6.
  
  Stockholder
  Covenants Generally
  
  7Section 3.7.
  
  Damages
  
  8Section 3.8.
  
  Retirement-Eligible
  Stockholders; Employment Agreements
  
  8ARTICLE IV
  
  REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
  
  9ARTICLE V
  
  MISCELLANEOUS
  
  9Section 5.1.
  
  Term of the
  Agreement; Termination of Current Stockholders Agreement
  
  9Section 5.2.
  
  Severability
  
  10Section 5.3.
  
  Governing Law
  
  10Section 5.4.
  
  Representatives,
  Successors and Assigns
  
  10Section 5.5.
  
  Further
  Assurances
  
  10Section 5.6.
  
  Execution in
  Counterparts
  
  10Section 5.7.
  
  Amendments;
  Waivers
  
  10Section 5.8.
  
  Submission to
  Jurisdiction; Waiver of Immunity
  
  11Section 5.9.
  
  Specific
  Performance
  
  11Section 5.10.
  
  Notices
  
  11Section 5.11.
  
  Gender
  
  12  EXHIBIT A           STOCKHOLDERS EXHIBIT B            NON-COMPETITION/NON-SOLICITATION AGREEMENT


STOCKHOLDERS
AGREEMENT This Stockholders Agreement, dated as of October 30, 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). WITNESSETH: WHEREAS, the Company expects to effect, promptly after
the date hereof, the initial public offering of the shares of the Common Stock,
par value $0.01 per share, of the Company (the Common Stock) pursuant
to a registration statement filed with the Securities and Exchange Commission
(the IPO, and the date on which the IPO is consummated, the Effective
Time); WHEREAS, in order to ensure harmonious relationships
among themselves with respect to the conduct of the business and affairs of the
Company, the Stockholders desire to enter into certain agreements with respect
to the disposition of their Common Stock and various other matters; NOW THEREFORE, in consideration of the premises and of
the mutual agreements, covenants and provisions herein contained, the parties
hereto agree as follows: ARTICLE I
DEFINITIONS The following words and phrases as used herein shall have
the following meanings: (a)           The term Board of Directors
shall mean the Board of Directors of the Company, or any committee of such
Board of Directors to the extent expressly authorized by the Board of Directors
to exercise the powers of the Board of Directors under this Agreement. (b)           The term Cause shall have
the meaning accorded such term in the KBW, Inc. 2006 Equity Incentive Plan, filed
by the Company with the Securities and Exchange Commission on September 28,
2006 as Exhibit 10.2 to the Companys Registration Statement on Form S-1, as
such plan may be amended from time to time. (c)           The term Change of Control
shall have the meaning accorded such term in the KBW, Inc. 2006 Equity
Incentive Plan, filed by the Company with the Securities and Exchange
Commission on September 28, 2006 as Exhibit 10.2 to the Companys Registration
Statement on Form S-1, as such plan may be amended from time to time. (d)           The term Charitable Organization
shall mean a private foundation or a charitable, civic, educational or other
similar not-for-profit corporation or organization which (in each case)
qualifies under Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended.


(e)           The term Common Shares shall
mean any shares of Common Stock held by a Stockholder on or prior to the
Effective Time and any shares of stock into which such Common Shares may be
converted or exchanged pursuant to a merger, reorganization or consolidation,
or any shares of stock paid out as a dividend in respect of such common shares
(such as pursuant to a spinoff, stock split or otherwise). (f)            The term Current Stockholders
Agreement shall mean the Amended and Restated Stockholders Agreement,
dated as of August 1, 2005, among the Company and the Stockholders. (g)           The term Disability shall
mean disability as that term is defined under the Companys long-term
disability plan in effect at the date of such determination, or any other plan
or definition designated by the Board of Directors for the purpose of this
provision. (h)           The term Disposition, when
used in reference to shares of stock, shall mean any sale, assignment,
transfer, pledge, mortgage, encumbrance, or other disposition, directly or
indirectly, whether or not for value, and whether or not voluntarily, of any
Common Shares, other than by will or intestacy. (i)            The term employee shall
mean any person employed by the Company and/or any Subsidiary who receives
regular and stated compensation other than a pension, retainer or compensation
in the nature of a consulting fee. (j)            The term Fair Market Value
shallmean, as of any date, the average of the daily closing prices for a
Common Share on the New York Stock Exchange for the 20 consecutive business
days (or, if such trading has commenced less than 20 business days prior to the
date in question, the actual number of business days elapsed since the
commencement of such trading) before the date in question. (k)           The term own, when used in
reference to shares of stock, shall mean any shares owned of record or
beneficially. (l)            The term Retirement shall
mean the termination of employment with the Company or any Subsidiary of any
Stockholder who has both (a)(i) reached the age of 60 or older, or (ii) served
as an employee for a sufficient number of years that the sum of such
Stockholders age and the number of years served by such Stockholder as an
employee is equal to or greater than 65, and (b) entered into the two-year
Non-competition/Non-solicitation agreement with the Company in the form set
forth on Exhibit B hereto (the Non-competition/Non-solicitation
Agreement). (m)          The term Subsidiary or Subsidiaries
shall mean any corporation(s) or other entity of which the Company, directly or
indirectly, has the power, whether through the ownership of voting securities, other
ownership interests, contract or otherwise, to elect at least a majority of the
members of such entitys board of directors or other persons performing similar
functions.  2


ARTICLE II
LIMITATIONS ON TRANSFER OF SHARES Section 2.1.            General  Each Stockholder agrees that, in addition to
any restrictions imposed by law, no Stockholder shall make a Disposition of any
Common Shares owned by such Stockholder, except as expressly permitted by and
in accordance with the terms of this Agreement and the terms of the lock-up
agreement entered into between such Stockholder and the underwriters in
connection with the IPO. Section 2.2.            Disposition of Common Shares.  Except as otherwise specifically provided in
this Agreement: (a)           No Stockholder may make any Disposition
of his Common Shares prior to the second anniversary of the Effective Time; (b)           On or after the second anniversary of
the Effective Time and prior to the third anniversary of the Effective Time,
such Stockholder may make one or more Dispositions of his Common Shares
representing, in the aggregate, up to 25% (measured as of the Effective Time)
of such Stockholders Common Shares. (c)           On or after the third anniversary of
the Effective Time and prior to the fourth anniversary of the Effective Time,
in addition to any Dispositions permitted by subparagraph (b) of this Section
2.2, such Stockholder may make one or more Dispositions of his Common Shares
representing, in the aggregate, up to an additional 25% (measured as of the
Effective Time) of such Stockholders Common Shares. (d)           On or after the fourth anniversary of
the Effective Time and prior to the fifth anniversary of the Effective Time, in
addition to any Dispositions permitted by subparagraphs (b) and (c) of this
Section 2.2, such Stockholder may make one or more Dispositions of his Common
Shares representing, in the aggregate, up to an additional 25% (measured as of
the Effective Time) of such Stockholders Common Shares. On or after the fifth
anniversary of the Effective Time, such Stockholder may make Dispositions of
his Common Shares free from any restrictions set forth in this Agreement. Section 2.3.            Disposition of Common Shares Upon
Retirement.  Notwithstanding any
other provisions of this Agreement, any Stockholder who terminates his employment
and such termination constitutes a Retirement, may, from and after the later of
the date of such Retirement and the second anniversary of the Effective Date,
make Dispositions of Common Shares free from the restrictions set forth in Section
2.2 of this Agreement. Section 2.4.            Disposition of Common Shares Upon
Death or Disability.  Notwithstanding
any other provisions of this Agreement, any Stockholder who ceases to be an
employee by reason of Disability, or, in the event of the death of a
Stockholder, the estate of such deceased Stockholder, shall have the right from
and after the date such Stockholder  3


ceases to be an employee
or the date of death, as the case may be, to make Dispositions of Common Shares
free from the restrictions set forth in Section 2.2 of this Agreement. Section 2.5.            Disposition of Shares Upon
Termination of Employment without Cause. 
Notwithstanding any other provisions of this Agreement, any Stockholder
whose employment is terminated by the Company without Cause shall have the
right from and after the date of such termination to make Dispositions of
Common Shares free from the restrictions set forth in Section 2.2 of this
Agreement Section 2.6.            Disposition of Common Shares by
Gift or Charitable Donation. 
Notwithstanding any other provisions of this Agreement, a Stockholder
may make a Disposition of Common Shares at any time (i) to a Family Member or a
Family Affiliate who agrees in writing to be bound by all the terms of this
Agreement as though such person or entity were a Stockholder; or (ii) to any
Charitable Organization; provided, that any such Dispositions to
Charitable Organizations exempt from restrictions on transfer by virtue of this
Section 2.6 shall be limited to an aggregate of $150,000 (as measured by the closing
market price on the New York Stock Exchange of the Common Shares on the date of
such Disposition(s)) by any Stockholder during each of the first two annual
periods following the date hereof. For purposes of this Section 2.5, the following words
shall have the following meanings: (a)           The term Family Member shall
mean, with respect to a Stockholder, the spouse and each parent, child
(including an adopted child), grandchild, sibling, niece and nephew of such Stockholder. (b)           The
term Family Affiliate shall mean, with respect to a Stockholder, each
trust, corporation, limited liability company, partnership or other entity for
the benefit of or controlled solely by, either directly or indirectly, such
Stockholder or his spouse and one or more Family Members, provided that if any
trust, corporation, limited liability company or partnership shall cease to be
so controlled, it shall cease to be a Family Affiliate for all purposes of this
Agreement. Section 2.7.            Change of Control.  Notwithstanding any other provisions of this
Agreement, the restrictions set forth in Section 2.2 shall terminate
automatically upon a Change of Control. Section 2.8.            Disposition of Common Shares with
the Consent of Board of Directors. 
Notwithstanding any other provisions of this Agreement, a Stockholder
may make a Disposition of Common Shares of any amount at any time with the
prior written consent of the Board of Directors. Section 2.9.            Compliance with Law and
Regulations.  Each Stockholder agrees
that any Disposition of Common Shares by such Stockholder shall be in
compliance with any applicable constitution, rule or regulation of, or any
applicable policy of, the National Association of Securities Dealers, Inc., any
of the exchanges or associations or other institutions 4


with which the Company or
any of its Subsidiaries has membership privileges or other privileges, and any
applicable law, rule or regulation of the Commission or any other governmental
agency having jurisdiction. Section 2.10.          Legend on Certificates; Entry of
Stop Transfer Orders. (a)           Each Stockholder agrees that each
outstanding certificate representing any Common Shares which are subject to
this Agreement shall bear an endorsement noted conspicuously on each such
certificate reading substantially as follows: The securities
represented by this certificate were issued without registration under the
Securities Act of 1933.  No transfer of
such securities may be made without an opinion of counsel, satisfactory to the
Company, that such transfer may properly be made without registration under the
Securities Act of 1933 or that such securities have been so registered under a
registration statement which is in effect at the date of such transfer. The securities
represented by this certificate are subject to the provisions of an agreement
dated as of ________, 2006 among the Company and certain persons named in Exhibit A
to such agreement, a copy of which is on file at the principal executive office
of the Company, and such securities may be sold, assigned, pledged or otherwise
transferred only in accordance with such agreement. (b)           Each Stockholder agrees to the entry
of stop transfer orders against the transfer of legended certificates
representing Common Shares except in compliance with this Agreement. ARTICLE III
STOCKHOLDER COVENANTS Section 3.1.            Noncompetition. (a)           In view of each Stockholders
importance to the Company, each Stockholder hereby agrees that the Company
would likely suffer significant harm from such Stockholders competing with the
Company during such Stockholders Employment Period and for some period of time
thereafter.  Accordingly, each
Stockholder hereby agrees that such Stockholder will not, without the written
consent of the Company, during the Employment Period and the Coverage Period: (i)    form, or acquire a 5% or greater equity
ownership, voting or profit participation interest in, any Competitive
Enterprise; or (ii)   associate (including, but not limited to,
association as an officer, employee, partner, director, consultant, agent or
advisor) with any Competitive Enterprise and in connection with such association
engage in, or directly or indirectly manage or supervise personnel engaged in,
any activity  5


(1)           which is similar or substantially
related to any activity in which such Stockholder was engaged, in whole or in
part, at the Company, (2)           for which such Stockholder had direct
or indirect managerial or supervisory responsibility at the Company, or (3)           which calls for the application of
the same or similar specialized knowledge or skills as those utilized by such
Stockholder in such Stockholders activities at the Company, and, in any such
case, irrespective of the purpose of the activity or whether the activity is or
was in furtherance of advisory, agency, proprietary or fiduciary business of
either the Company or the Competitive Enterprise. (b)           For
purposes of the Stockholder Covenants, a Competitive Enterprise is a
business enterprise that engages in, or owns or controls a significant interest
in any entity that engages in financial services such as investment banking,
public or private finance, financial advisory services, private investing (for
anyone other than such Stockholder and members of such Stockholders family),
merchant banking, asset or hedge fund management, securities brokerage, sales,
lending, custody, clearance, settlement or trading. (c)           For
purposes of the Stockholder Covenants, the term Coverage Period means
the period beginning on, and including, the Date of Termination, and ending on
the date that is ninety (90) days following the Date of Termination. (d)           For
purposes of the Stockholder Covenants, the term Date of Termination
means (i) in the case of a termination of employment by a Stockholder, the date
that is ten (10) business days after the delivery of written notice of such Stockholders
termination, or such earlier date as may be determined by the Company in its
sole discretion, and (ii) in the case of a termination of employment by
the Company, the date on which written notice is delivered by the Company to
such Stockholder (unless the Company in its sole discretion specifies another
date of termination in such notice). (e)           For purposes of the Stockholder
Covenants, with respect to any particular Stockholder, the term Employment
Period means the period beginning on the date hereof and ending on the
Date of Termination. Section 3.2.            Nonsolicitation of Clients. (a)           Each Stockholder hereby agrees that
during the Employment Period and the Coverage Period, such Stockholder will
not, in any manner, directly or indirectly, (1) Solicit a Client to
transact business with a Competitive Enterprise or to reduce or refrain from
doing any business with the Company or (2) interfere with or damage (or attempt
to interfere with or damage) any relationship between the Company and a Client. (b)           For purposes of the Stockholder
Covenants, the term Solicit means any direct or indirect communication
of any kind whatsoever, regardless of by whom initiated, inviting, advising,
encouraging or requesting any person or entity, in any manner, to take or
refrain from taking any action.  6


(c)           For purposes of the Stockholder
Covenants, the term Client means any client or prospective client of
the Company to whom such Stockholder provided services, or for whom such
Stockholder transacted business, or whose identity became known to such
Stockholder in connection with such Stockholders relationship with or
employment by the Company. Section 3.3.            Nonsolicitation of Employees.  Each Stockholder hereby agrees that during
the Employment Period and the Coverage Period, such Stockholder will not, in
any manner, directly or indirectly, Solicit any person who is an Employee (or
was an employee of KBW at any time during the six-month period prior to any
such solicitation) to resign from the Company or to apply for or accept
employment with any Competitive Enterprise. Section 3.4.            Transfer of Client Relationships.  During the Coverage Period, each Stockholder
hereby agrees to take all actions and do all such things as may be reasonably
requested by the Company from time to time to maintain for the Company the
business, goodwill, and business relationships with any of the Companys
Clients with whom such Stockholder worked during the term of such Stockholders
employment. Section 3.5.            Prior Notice Required. 
Each Stockholder hereby agrees that prior to accepting employment with
any other person or entity during the Employment Period or the Coverage Period,
such Stockholder will provide such prospective employer with written notice of
the provisions of this Agreement, with a copy of such notice delivered
simultaneously to the General Counsel of the Company. Section 3.6.            Stockholder Covenants Generally. (a)           Each Stockholders covenants as set
forth in this Article III are from time to time referred to herein as the Stockholder
Covenants.  If any of the
Stockholder Covenants is finally held to be invalid, illegal or unenforceable
(whether in whole or in part), such Stockholder Covenant shall be deemed
modified to the extent, but only to the extent, of such invalidity, illegality
or unenforceability and the remaining Stockholder Covenants shall not be
affected thereby; provided, however, that if any of the
Stockholder Covenants is finally held to be invalid, illegal or unenforceable
because it exceeds the maximum scope determined to be acceptable to permit such
provision to be enforceable, such Stockholder Covenant will be deemed to be
modified to the minimum extent necessary to modify such scope in order to make
such provision enforceable hereunder. (b)           Each Stockholder understands that the
Stockholder Covenants may limit such Stockholders ability to earn a livelihood
in a business similar to the business of the Company. (c)           Each Stockholder acknowledges that a
violation on such Stockholders part of any of the Stockholder Covenants would
cause irreparable damage to the Company. 
Accordingly, each Stockholder agrees that the Company will be entitled
to injunctive relief for any actual or threatened violation of any of the
Stockholder Covenants in addition to any other remedies it may have.  7


Section 3.7.            Damages. (a)           Each Stockholder acknowledges that
such Stockholders compliance with the Stockholder Covenants is an important
factor to the continued success of the Companys operations and its future
prospects.  Each Stockholder and the
Company agree that if at any time such Stockholder were to breach any of the
Stockholder Covenants, the damages to the Company would be material, but that
the amount of such damages would be uncertain and not readily
ascertainable.  Accordingly, each
Stockholder and the Company agree that if such Stockholder breaches any of the
Stockholder Covenants at any time, such Stockholder shall forfeit to the
Company that number of his or her Common Shares that remain subject to the
restrictions on Disposition under Section 2.2 of this Agreement at such time
(it being understood that, for purposes of this Section 3.7, any Dispositions
otherwise permitted under Section 2.2 at such time shall be prohibited with
respect to the Stockholder) with a Fair Market Value at such time equal
to the dollar amount (the Liquidated Damages) by which the Fair Market
Value of all of the Common Shares held by the Stockholder at the time of such
breach exceeds the original purchase price for such shares by the Stockholder. (b)           Each Stockholder and the Company
agree that the Liquidated Damages are reasonable in proportion to the probable
damages likely to be sustained by the Company if such Stockholder breaches at
any time any of the Stockholder Covenants, that the amount of actual damages to
be sustained by the Company in the event of such breach is incapable of precise
estimation and that such forfeiture is not intended to constitute a penalty or
punitive damages for any purposes.  The
forfeiture by such Stockholder of his or her Common Shares will not be
construed as a release or waiver by the Company of the right to prevent the
continuation of any such violation of such Stockholder Covenants in equity
(including injunctive relief) or otherwise. (c)           Each Stockholder acknowledges and
agrees that the Liquidated Damages pursuant to this Section 3.7 shall be in
addition to, and not in lieu of, any required forfeitures of awards that may be
granted to such Stockholder in the future under one or more of the Companys
compensation and benefit plans. Section 3.8.            Retirement-Eligible Stockholders;
Employment Agreements.  In the case
of any Stockholder whose termination of employment constitutes a Retirement, or
any Stockholder who is party to an employment agreement with the Company or any
of its Subsidiaries, to the extent any provisions of such Stockholders
Non-competition/Non-Solicitation Agreement or employment agreement (as
applicable, an Other Agreement) relate to the subject matter of this
Article III and conflict with the provisions of this Article III in any respect
(including without limitation as to time periods or restricted activities), the
relevant provisions of the Other Agreement shall control.  8


ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Section 4.1.            Each Stockholder severally
represents and warrants for himself to the Company and to each other
Stockholder that: (a)           At the Effective Time, such
Stockholder has good and marketable title to the Common Shares, free and clear
of any pledge, lien, security interest, charge, claim, equity or encumbrance of
any kind, other than pursuant to this Agreement or pursuant to the Current
Stockholders Agreement; (b)           This Agreement has been duly
authorized, executed and delivered by such Stockholder or by his
attorney-in-fact on behalf of such Stockholder and constitutes a valid and
binding obligation of such Stockholder; (c)           The execution and delivery of this
Agreement and the consummation of the transactions contemplated herein do not
and will not conflict with or result in a breach by such Stockholder of, or
constitute a default by such Stockholder under, any agreement or instrument to
which such Stockholder is a party or by which such Stockholder or his property
may be bound, or any existing applicable law, rule, regulation, judgment, order
or decree of any government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over such Stockholder or his property; and (d)           Such Stockholder has acquired his
Common Shares for his own account and not with a view to the sale or
distribution thereof. ARTICLE V
MISCELLANEOUS Section 5.1.            Term of the Agreement;
Termination of Current Stockholders Agreement. (a)           Except as provided in Section 5.4 and
this Section, the term of this Agreement shall continue with respect to any
Stockholder party hereto, until such time as such party no longer has any
rights or obligations hereunder, and, with respect to the Company, until such
time as there is no longer any Stockholder who continues to be a party hereto. (b)           Unless this Agreement is earlier
terminated pursuant to this Section 5.1 hereof, a signatory to this Agreement
shall be bound by its terms until the later of (i) such time as such
signatory is no longer subject to the provisions of Article III of this
Agreement and (ii) such time as all Common Shares owned by such signatory
are free of the provisions of Article II of this Agreement.  This Agreement may be terminated prior to the
time specified in Section 5.1(a) by written agreement of the Company and the
holders of a majority of the Common Shares then subject to this Agreement.  9


(c)           This
Agreement shall be effective as of the Effective Time, and as of such time the
Current Stockholders Agreement shall be terminated and be of no further force
and effect.  For the avoidance of doubt,
upon the Effective Time this Agreement shall embody the entire understanding of
the parties hereto, and shall supersede in all respects (including, without
limitation, any provisions relating to redemption or repurchase by the Company
of its Common Shares) all prior agreements entered into by the Company or its
Subsidiaries relating to the subject matter of this Agreement. Section 5.2.            Severability.  If the final determination of a court of
competent jurisdiction declares, after the expiration of the time within which
judicial review (if permitted) of such determination may be perfected that any
term or provision hereof is invalid or unenforceable, (a) the remaining terms
and provisions hereof shall be unimpaired and (b) the invalid or unenforceable
term or provision shall be deemed replaced by a term or provision that is valid
and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision. Section 5.3.            Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to the principles of
conflicts of laws thereof. Section 5.4.            Representatives, Successors and
Assigns.  This Agreement shall be
binding upon and inure to the benefit of the respective parties hereto and
their respective legatees, legal representatives, successors and assigns; provided,
however, that a Stockholder may not assign this Agreement or any of his
rights hereunder without the consent of the Company and any assignment without
such consent by a Stockholder shall be void. 
Each Stockholder shall use his best efforts to cause each Family
Affiliate and Family Member of such Stockholder to comply with the terms and
provisions of this Agreement, which obligations shall be in addition to the
conditions of any permitted Disposition to such entities provided in Section 2.5
hereof. Section 5.5.            Further Assurances.  Each Stockholder agrees to execute such additional
documents and take such further action as may be reasonably necessary to effect
the provisions of this Agreement. Section 5.6.            Execution in Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute but one and the same instrument. Section 5.7.            Amendments; Waivers. (a)           This Agreement may not be amended,
modified, revoked or changed unless such modification is approved by the
Company and the Board of Directors. (b)           The
failure of any party at any time or times to require performance of any
provision of this Agreement shall in no manner affect the rights at a later
time to enforce 10


the same.  No
waiver by any party of the breach of any term contained in this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be deemed
to be or construed as a further or continuing waiver of any such breach or the
breach of any other term of this Agreement. Section 5.8.            Submission to Jurisdiction;
Waiver of Immunity.  Each Stockholder
for itself and its successors and assigns, hereby irrevocably (a) agrees that
any legal or equitable action, suit or proceeding against such Stockholder arising
out of or relating to this Agreement or any transaction contemplated hereby or
the subject matter of any of the foregoing may be instituted in any state or
federal court in the State of Delaware, (b) submits itself to the exclusive
jurisdiction of any state or federal court of competent jurisdiction in the
State of Delaware for purposes of any such action, suit or proceeding, (c)
waives any objection, and agrees not to assert as a defense in any such action,
suit or proceeding, that (i) it is not subject thereto or that such action,
suit or proceeding may not be brought or is not maintainable in said courts,
(ii) the venue thereof may not be appropriate and (ii) the internal laws of the
State of Delaware do not govern the validity, interpretation or effect of this
Agreement, (d) waives any immunity from jurisdiction to which it might
otherwise be entitled in any such action, suit or proceeding which may be
instituted in any state or federal court in the State of Delaware, and (e)
waives any immunity from the maintaining of an action against it to enforce any
judgment for money obtained in any such action, suit or proceeding and, to the
extent permitted by applicable law, any immunity from execution. Section 5.9.            Specific Performance.  Each of the parties hereto acknowledges that
it will be impossible to measure in money the damage to the Company or the
Stockholders if any party hereto fails to comply with the provisions of this
Agreement and each party hereto agrees that in the event of any such failure,
neither the Company nor any Stockholder will have an adequate remedy at
law.  Therefore, the Company and each
Stockholder, in addition to all of the other remedies which may be available at
law or in equity, shall have the right to equitable relief, including, without
limitation, the right to enforce specifically the provisions of this Agreement
and to obtain injunctive relief against any violation thereof or otherwise. Section 5.10.          Notices.  All notices to be given by any party
hereunder shall be in writing and shall be deemed to have been duly given if
mailed, by first class or registered mail or overnight courier, telexed or
telecommunicated, sent by telegram, or delivered to a Stockholder at such
Stockholders address as reflected in the books and records of the Company or
otherwise to such Stockholder at his principal place of employment with the
Company, or in the case of the Company, to it at the following address: KBW, Inc.
787 Seventh Avenue
New York, NY 10019
Attention:  General Counsel The parties may change their respective addresses for
purposes of notices hereunder by giving notice of such change to all other
parties in the manner provided in this Section.  11


Section 5.11.          Gender.  For the purposes of this Agreement, the words
he, his or himself shall be interpreted to include the masculine,
feminine and corporate or trust form.  12


IN WITNESS
WHEREOF, the parties hereto have caused this instrument to be duly executed as
of the day and year first above written. KBW, INC.By
  /s/ MITCHELL B. KLEINMAN    13


EXHIBIT
A STOCKHOLDERS Name of Stockholder
  
  SignatureANDERSON, SCOTT R.AX, ROBERTBANG, J. PETER J.BEEBE, JOSEPHBELL, ROBIN P.BELL, ROBIN P. FAMILY
  TRUSTBERRY, JOSEPH J. GIFT FUNDBERRY, JOSEPH S.BESHLIAN, MAURICEBIRD, JULIANBJORKEDAL, NIKOLAI H.BROWNE JR, DANIELBUCKLEY, RICHARDBUCKLEY, THOMASCAFFREY, BERNARDCAHILL, JAMESCAHILL, JAMES W 2006 GRATCAHILL, JAMES TRUST
  (KATHLEEN)CAHILL, JAMES TRUST
  (KERRY)CAHILL, JAMES TRUST
  (CHRISTOPHER)CANNON, FREDERICKCARSTATER, KENT D.CHENG, JILLCIQUERA, JAMESCOATS, E. CRAIGCROWLEY, CHARLES A.CURRAN, DENNIS


DALENA, JOHN J.DANIEL, PETERDAY, JACQUELINEDE
  ALMEIDA, JR., ALBERT A.DELSON, DONALD W.DERISO, WILLIAMDIANTONIO, ALBERTDILASCIA,DARYLE A.DISCLAIMER TRUST (JOSEPH J.
  BERRY)DUFFY, JOHN G.DUFFY, JOHN G. 2006 GRATDUFFY, JOHN TRUST (BRIAN)DUFFY, JOHN TRUST (KEVIN)DUFFY, JOHN TRUST (KARA)DUFFY, JOHN TRUST
  (CAITLIN)DUNN, GEOFFERYECCLES-WILLIAMS, MARKEKERT, THOMASEVANS, JEFFREYFINK, JOSEPHINE A.FLOYD, DANIELFURBISH, BRIAN M.GALLANT, CLIFFORD H.GHARI, CHRISTOPHERGIAMBRONE, ROBERTGOWSKI, WILLIAMGRANGER, DAVID A.GRIESSMAN, KATRINAGRUBELICH, ERIC J.GST-EXEMPT TRUST (JOSEPH
  J. BERRY)GUBA, TIMOTHYHAGGARD, ROBERTHANLEY, HAROLD T.


HANLEY, JOHNHARRALSON, JEFFERSONHAWKINS, WILLIAMHEALEY, JR. JAMESHEALEY,
  JR., JAMES T GRAT (2006)HENNINGSON, WILLIAM A.HERR, RICHARD A.HEWES, CECILYHITCHINGS, CHRISTOPHERHOMPE, JOHN T.HOWARD, JOHN N., JR.HOWARD, STEPHENHUGHES, ROBERTHUTCHINSON, ROBERTHUTSTON, JAMESJACHYM, PETERJOHNSTONE, MARYKAMPHAUS, MARKKARAMANOS, GEORGEKAVANAGH, BRIANKENT, STEVEN P.KLEINMAN, MITCHELL B.KONRAD, DAVIDKRASUTSKY, ALEXANDERKREPPEIN, EDWARDKURLAND, SETHLAMBERT, JEAN-PIERRELEE, ROBERTLIPPONEN, JUKKA ILONG, PATRICKMABRY, IV, JAMES C.MACDONALD, MICHAELMARITAL TRUST (JOSEPH J.
  BERRY)


MATTALIANO, PAULMCCLOSKEY, JEFFREYMCCORRY, PETERMCJOYNT, PATRICIA A.MCMAHEN, CRAIG RMCMURCHY, KEVINMEENAN, KEVIN P.MERDIAN, DIANE FAMILY
  TRUSTMICHAUD, THOMAS B.MILLER, SETH C.MOELLER, JOSEPHMORENO, VASCOMORGAN, J. TIMOTHYMORRIS, EVANMURPHY, JOSEPHNON-EXEMPT TRUST (JOSEPH
  J. BERRY)NUCERA, BRYCEOBRIEN, EDWARDOBRIEN, MICHAEL T.OLITSKY, DAVIDORLANDO, LINDAPATERSON, GREIGPAWLAK, MARKPENNY, JAMES B.PLANER, JR., ROBERT G.PLUNKETT, ROBERTRAGAN, JOHNRAMIREZ, MANUELRE, KATHERINEREIDEL, DOUGLAS L.ROBINS, JASONROGOZ, ROBERTROOT, GREGORY


ROTH, PETERRUNCIMAN, ANGUSRYBECK, DEAN W.RYBECK, DEAN W GRAT (2006)SAUNDERS, BENJAMIN H.SAVITCH, ERICSCHULZ, STEPHENSCHUMAN, JEFFREY R.SENCHAK, ANDREW M.SHANAHAN, KENNETHSHAW, JAREDSHEPPARD, ROBERTSHEUMACK, NICHOLAS J.SHOMO, IV, CHARLES E.SLOANE, CHARLESSMITH, DAVIDSMITH, LAURENSMITH, RICHARDSPALLUTO, JOSEPH J.SPINNER, KEVINSPROTTE, ROBERTSTAFFORD, NICHOLASSTAPLETON, ROBERTSTEVENS, JAMESTHOMAS, MARKTONGE, MATTHEWULLMAN, DONALDVAN ETTEN, JUSTIN M.VOORHEES, THOMASWASSMUNDT, FREDERICKWEBBER, COURTNEYWEBER, WILLIAMWEINTRAUB, JAY M.


WENZEL, WILLAIMWESTHELLE, TEDWHITESIDE, KEVIN J.WILSON, MARKWIRTH, PETER J.WISHNER, JEFFREYWOLFE, DERONWONG, WALTERWYNNE-GRIFFITH, RICHARDZANARDO, MARCELLOZIMRING, STACEY