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                                                                    Exhibit 10.9

                             BKF CAPITAL GROUP, INC.
                        RESTRICTED STOCK AWARD AGREEMENT

       THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is made and
entered into as of March 10, 2005 (the "Grant Date"), between BKF Capital Group,
Inc., a Delaware corporation ("BKF"), and _____ (the "Employee") pursuant to the
terms and conditions of the BKF 1998 Incentive Compensation Plan, as amended and
restated (the "Plan"). Capitalized terms not defined in this Agreement shall
have the meanings set forth in the Plan. By execution below, Employee agrees to
be bound by the terms and conditions described herein and the provisions of the
Plan.

       1.    Grant of Restricted Stock.

             (a) As of the Grant Date, BKF's Compensation Committee (the
       "Committee") grants to Employee an aggregate of ____ shares of BKF common
       stock, $1.00 par value (the "Stock"), provided that during the
       Restriction Period (as defined below), such shares shall not be sold,
       assigned, transferred, pledged, hypothecated or otherwise disposed of
       (the "Restricted Stock").

             (b) Shares of Restricted Stock issued to Employee shall be held in
       escrow during the Restriction Period (as defined below) by BKF or by an
       escrow agent appointed by the Committee. The Committee may require stock
       powers endorsed in blank to be executed by Employee with respect to such
       shares to facilitate the forfeiture and cancellation of such shares in
       the event vesting conditions are not satisfied.

       2.    Restriction Period. Except as expressly provided herein, the
restrictions set forth in Section 1 hereof shall commence as of the Grant Date
and shall lapse (and the Restricted Stock shall vest) on __________ (the
entirety of such period referred to herein as the "Restriction Period"). Shares
of Stock not previously forfeited or canceled shall be delivered to Employee by
BKF or the escrow agent appointed by BKF, free of all restrictions, no later
than 10 days after the expiration of the Restriction Period, provided that
fractional shares may be settled in cash.

       3.    Shareholder Rights. During the Restriction Period, Employee shall
be entitled to receive dividends on the Restricted Stock when, as, and if
dividends are declared and paid on BKF's Stock, shall be entitled to vote
Restricted Stock on any matter submitted to a vote of holders of BKF's Stock,
and shall have all other rights of a shareholder of BKF except as otherwise
expressly provided hereunder.

       4.    Termination of Employment.

             (a) Except to the extent otherwise provided herein or any
       employment agreement or severance agreement between Employee and BKF, the
       provisions of this Section 4 shall apply to the Restricted Stock upon
       Employee's termination of employment with BKF and all subsidiaries or
       affiliates of BKF ("Termination") for any reason.


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             (b) In the event of Employee's Termination by reason of death or
       Disability (as defined below), or by BKF without Cause, all restrictions
       shall lapse (and the Restricted Stock shall vest) as to the aggregate
       number of shares of Restricted Stock then subject to restriction, and BKF
       shall promptly transfer shares of Stock, free of such restrictions, to
       Employee.

             (c) In the event of Employee's Termination for any reason other
       than as provided in Section 4(b), all unvested Restricted Stock held by
       Employee shall be immediately forfeited and canceled.

       5.     Change in Control.

             (a) Provided that the Restricted Stock granted hereunder has not
       otherwise been forfeited or cancelled, upon the occurrence of a Change in
       Control, all restrictions shall lapse (and the Restricted Stock shall
       vest) as to the aggregate number of shares of Restricted Stock then
       subject to restriction, and BKF shall promptly transfer shares of Stock,
       free of such restrictions, to Employee.

              (b) For purposes of this Agreement, a "Change in Control" means
              the occurrence of any of the following:

                  (i) any "person" as such term is currently used in Section
               13(d) of the Exchange Act, other than John A. Levin or any entity
               directly or indirectly controlled by him, becomes a "beneficial
               owner", as such term is currently used in Rule 13d-3 promulgated
               under that Act, of 50% or more of BKF's Voting Stock (as
               defined);

                  (ii) a majority of BKF's board of directors (the "Board")
               consists of individuals other than Incumbent Directors, which
               term means the members of the Board on the date of this
               Agreement; provided that any individual becoming a director
               subsequent to such date whose election or nomination for election
               was supported by a majority of the directors who then comprised
               the Incumbent Directors shall be considered an Incumbent
               Director;

                  (iii) all or substantially all of the assets or business of
               BKF are disposed of pursuant to a merger, consolidation, or other
               transaction, unless (A) the shareholders of BKF immediately prior
               to such merger, consolidation or other transaction beneficially
               own, directly or indirectly, in substantially the same proportion
               as they owned BKF's Voting Stock, all of the Voting Stock or
               other ownership interests of the entity or entities, if any, that
               succeed to the business of BKF, or (B) a majority of the board of
               directors of the surviving corporation in such a transaction
               consists of Incumbent Directors or directors appointed by Levin
               Management Co., Inc. but excluding directors who were members of
               the other entity's board of directors;

                  (iv) the Board adopts any plan of liquidation providing for
               the distribution of all or substantially all of BKF's assets; or


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                   (v) BKF combines with another company and is the surviving
               corporation but, immediately after the combination, the
               shareholders of BKF immediately prior to the combination hold,
               directly or indirectly, 50% or less of the Voting Stock of the
               combined company (there being excluded from the number of shares
               held by such shareholders, but not from the Voting Stock of the
               combined company, any shares received by affiliates of such other
               company in exchange for securities of such other company).

       6.     Additional Forfeiture Conditions.

              (a) Unless the Committee determines otherwise, Employee's rights
       in respect of any unvested Restricted Stock shall immediately terminate
       and no shares of Stock shall be delivered in respect of such Restricted
       Stock if prior to the scheduled vesting date (A) Employee engages in
       conduct specified in Section 6(b), or (B) Employee fails to provide the
       representations and certifications required under Section 6(c); provided,
       however, that in the event Employee is terminated by BKF and/or its
       subsidiaries or affiliates without Cause, Employee shall not be required
       to refrain from the conduct specified in Section 6(b) or provide the
       representations and certifications required under Section 6(c) to receive
       the number of shares of Stock corresponding to the number of shares of
       Restricted Stock that have vested prior to the date of such Employee's
       termination without Cause.

              (b) Employee will have engaged in conduct specified in this
       Section 6(b) if, as determined by the Committee, at any time prior to the
       scheduled vesting date, Employee:

                  (i) competes, directly or indirectly, whether as owner,
               partner, investor, consultant, agent, employee, co-venturer or
               otherwise, with BKF and/or its subsidiaries or affiliates in the
               United States in the money management business ("Competitive
               Endeavors") or undertakes any planning for any business that
               would constitute a Competitive Endeavor. For purposes of this
               Section 6(b)(i), the business of BKF and/or its subsidiaries or
               affiliates shall include all Products and Services (as defined
               below) offered by BKF or any of its subsidiaries or affiliates or
               under development, and the Employee's undertaking shall encompass
               all products and services that may be used in substitution for
               Products and Services;

                  (ii) undertakes any outside activity without the prior
               written approval of the Committee, whether or not competitive
               with the business of BKF and/or its subsidiaries or affiliates,
               that could reasonably give rise to a conflict of interest or
               otherwise interfere with the Employee's duties and obligations to
               BKF and/or any of its subsidiaries or affiliates. Notwithstanding
               the foregoing, the Employee may (A) to the extent such activities
               are not competitive with the business of BKF and/or its
               subsidiaries or affiliates, engage in charitable, civic or other
               community activities without compensation to the Employee, and
               (B) render without compensation investment advisory and trust
               services to immediate members of the Employee's family, which
               shall include the Employee and any trust or account that is
               comprised primarily of assets held for the benefit of such
               Employee and/or immediate members of his family;


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                   (iii) directly or indirectly, (A) hires or attempts to hire
               any person who is, or during the prior six-month period was, an
               employee of BKF and/or any of its subsidiaries or affiliates, (B)
               assists another in hiring or attempting to hire any such person,
               (C) encourages any such person to terminate his or her employment
               with BKF and/or any of its subsidiaries or affiliates (other than
               in the course of the Employee's proper performance of his duties
               hereunder), (D) solicits or accepts business from any person or
               entity which is, or during the prior six-month period was, a
               client of BKF and/or any of its subsidiaries or affiliates, (E)
               assists another in soliciting or accepting business from any such
               person or entity, or (F) encourages any such person or entity to
               terminate its business relationship with BKF and/or any of its
               subsidiaries or affiliates (other than in the conduct of the
               Employee's proper performance of his duties); or

                   (iv) fails to (A) comply with the code of ethics of BKF, as
               in effect from time to time, and (B) notify the Committee of all
               directorships or memberships on a board of directors or board of
               trustees held by the Employee, regardless of whether (y) such
               office was held by the Employee prior to the date hereof or (z)
               such office would require prior written consent of the Committee.

              (c) Employee must certify to BKF, in accordance with procedures
       established by the Committee, that Employee has complied with all the
       terms and conditions of this Agreement as of the date such Restricted
       Stock vests. By accepting the delivery of shares of Stock under this
       Agreement, Employee shall be deemed to have represented and certified at
       such time that Employee has complied with all the terms and conditions of
       this Agreement.

Unless the Committee determines otherwise, if the vesting date in respect of any
outstanding Restricted Stock occurs, and shares of Stock with respect to such
Restricted Stock would be deliverable under the terms and conditions of this
Agreement except that Employee has not complied with the conditions or
Employee's obligations under this Section 6 (except in the event of Employee's
death or a Disability that impairs Employee's ability to so comply), all of
Employee's rights with respect to such Restricted Stock shall terminate, and no
shares of Stock shall be delivered. The parties intend that the foregoing
provisions of this Section 6 be deemed to be a series of separate covenants, one
for each and every county of each and every state of the United States of
America and each and every political subdivision of each and every country
outside the United States of America where this provision is intended to be
effective.

       7. Repayment. If, following the delivery of Stock to Employee, the
Committee determines that all terms and conditions of this Agreement in respect
of such delivery were not satisfied, BKF shall be entitled to receive, and
Employee shall be obligated to pay BKF immediately upon demand therefor, the
Fair Market Value of the shares of Stock (determined as of the relevant vesting
date) that were delivered to Employee without reduction for any shares of Stock
applied to satisfy withholding tax or other obligations in respect of such
shares.

       8. Definitions. Unless otherwise defined in any employment agreement
between Employee and BKF (in which case such definition shall apply with respect
to such Employee), the following terms shall have the meanings ascribed to them:


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                   (i) "Cause" means Employee's (A) conviction, whether
               following trial or by plea of guilty or nolo contendere (or
               similar plea), in a criminal proceeding (x) on a misdemeanor
               charge involving fraud, false statements or misleading omissions,
               wrongful taking, embezzlement, bribery, forgery, counterfeiting
               or extortion, or (y) on a felony charge or (z) on an equivalent
               charge to those in clauses (x) and (y) in jurisdictions that do
               not use those designations; (B) engaging in any conduct that
               constitutes an employment disqualification under applicable law
               (including statutory disqualification as defined under the
               Securities and Exchange Act of 1934, as amended); (C) willful
               failure to perform Employee's duties to BKF and/or any of its
               subsidiaries or affiliates; (D) violation of any securities or
               commodities laws, any rules or regulations issued pursuant to
               such laws, or the rules and regulations of any securities or
               commodities exchange or association of which BKF or any of its
               subsidiaries or affiliates is a member; (E) violation of any BKF
               policy concerning hedging or confidential or proprietary
               information, or Employee's material violation of any other BKF
               policy as in effect from time to time; (F) engaging in any act or
               making any statement that impairs, impugns, denigrates,
               disparages or negatively reflects upon the name, reputation or
               business interests of BKF and/or any of its subsidiaries or
               affiliates; or (G) engaging in any conduct detrimental to BKF
               and/or any of its subsidiaries or affiliates. The determination
               as to whether "Cause" has occurred shall be made by the Committee
               in its sole discretion. The Committee shall also have the
               authority in its sole discretion to waive the consequences under
               the Plan or any Agreement of the existence or occurrence of any
               of the events, acts or omissions constituting "Cause".

                   (ii) "Disability" means the Employee's inability, due to
               physical or mental incapacity, to substantially perform his
               duties and responsibilities of employment for a period of 180
               days in any consecutive nine-month period.

                   (iii) "Products and Services" means all products and services
               offered, planned, researched, developed, tested, sold, licensed,
               marketed or otherwise provided by BKF and/or any of its
               subsidiaries or affiliates during the Employee's employment.

                   (iv) "Voting Stock" means the issued and outstanding capital
               stock or other securities of any class or classes having general
               voting power, under ordinary circumstances in the absence of
               contingencies, to elect the directors of a corporation.

       9. No Assignment of Restricted Stock. During the Restriction Period, the
Restricted Stock granted hereunder shall not be subject in any manner to sale,
transfer, pledge, assignment, encumbrance, division or other disposition,
whether by operation of law or otherwise and whether voluntarily or
involuntarily, including any division of property incident to a divorce or other
allocation of marital property.

       10. Adjustment. During the Restriction Period, the aggregate number of
shares of Restricted Stock granted hereunder shall be subject to adjustment due
to any stock split, stock dividend or other form of recapitalization by BKF,
such adjustment to be determined by the Committee acting in good faith.


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       11. Employment Rights. Neither this Agreement nor the grant of Restricted
Stock hereunder shall be deemed to confer on Employee any right to continue in
the employ of BKF or to interfere, in any manner, with the right of BKF to
terminate employment for any reason or no reason in its sole discretion, subject
to the terms of any separate agreement between Employee and BKF.

       12. Amendment and Modification. The terms and conditions set forth herein
may be amended only in writing signed by both Employee and an authorized officer
of BKF.

       13. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of Employee and BKF, including their respective
heirs, executors, administrators, successors and assigns.

       14. Plan and Available Information. The Restricted Stock granted
hereunder shall be subject to such additional terms and conditions as may be
imposed under the terms of the Plan, a copy of which has been furnished with
this grant. If any conflict exists between this Agreement and the Plan, the Plan
shall prevail.

       15. Governing Law. The validity, construction, and effect of all rules
and regulations applicable to this award shall be determined in accordance with
the laws of the State of New York and applicable Federal law.

         16. Withholding Tax. BKF may deduct from any payment to be made to
Employee any amount that federal, state, local or foreign tax law requires to be
withheld with respect to the grant of Restricted Stock or delivery of shares of
Stock hereunder. At the Committee's election, BKF may withhold from the number
of shares of Stock to be delivered upon expiration of the Restriction Period a
number of whole shares up to but not exceeding that number which has a fair
market value nearest but not exceeding the amount of taxes required to be
withheld with respect to such expiration of restrictions.


                                   BKF CAPITAL GROUP, INC.

                                   By:
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                                   EMPLOYEE


                                   -----------------------------------
                                   , an individual



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