**Exhibit 10.18**

**COWEN GROUP, INC.**

**EXECUTIVE INCENTIVE AWARDAGREEMENT**

**THIS AGREEMENT**(this “Agreement”) is made by and between **Cowen Group, Inc.**,a Delaware corporation (the “Company”), and **Kim S.Fennebresque** (the “Executive”), as of July      ,2006.

**RECITALS**

WHEREAS, the Company has adopted the Cowen Group, Inc. 2006 Equity andIncentive Plan (the “Plan”) pursuant to which the Executive has been granted anaward (the “Award”); and

WHEREAS, the Award shall consist of a grant of restricted stock inaccordance with the terms and subject to the conditions set forth in thisAgreement; and

WHEREAS, the Executive has accepted the grant of the Award and herebyagrees to the terms and conditions hereinafter stated; and

WHEREAS, the capitalized terms used herein but not defined in Section2.2 of this Agreement shall have the respective meanings given to them in thePlan;

NOW, THEREFORE, in consideration of theforegoing recitals and of the promises and conditions herein contained, it isagreed as follows:

**ARTICLE IGRANT OF RESTRICTED STOCK**

**Section 1.1 - Grant of Restricted Stock.**

The Company has granted, effective as of the date the IPO is priced(the “Grant Date”), 975,000 shares of Stock pursuant to the terms and subjectto the conditions and restrictions of the Plan and this Agreement (the “RestrictedStock”).

**Section 1.2 - Restrictions and Restricted Period.**

(a)           Restrictions.  Shares of the Restricted Stock grantedhereunder may not be sold, assigned, transferred, pledged, hypothecated orotherwise disposed of and shall be subject to a risk of forfeiture as describedin Section 1.4 below until the lapse of the Restricted Period (as definedbelow) (the “Restrictions”).

(b)           RestrictedPeriod.  Subject to (i) acceleratedvesting, forfeiture and other provisions set forth in Section 1.4, (ii) theforfeiture provisions set forth in Section 1.4(a)

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orprovisions regarding accelerated vesting set forth in the Plan and (iii) anyapplicable Lock-Up Period (as hereinafter defined), the Restrictions shalllapse and the shares of the Restricted Stock shall become nonforfeitable andtransferable (provided, that such transfer is in accordance with Section 2.1and otherwise in compliance with Federal and state securities laws) withrespect to one hundred percent (100%) of the shares of Restricted Stock subjectto this Agreement on December 31, 2010 (the “Restricted Period”).

**Section 1.3 - Rights of a Stockholder.**

During the Restricted Period and for so long as the Restricted Stock isheld by or for the benefit of the Executive, the Executive shall have all therights of a stockholder of the Company with respect to the Restricted Stock,including, but not limited to, the rights to vote and to receive ordinarydividends.  In the event that the Committeeapproves an adjustment to the Restricted Stock pursuant to Section 5(b) of thePlan, then in such event, any and all new, substituted or additional securitiesto which the Executive is entitled by reason of the Restricted Stock shall beimmediately subject to the Restrictions with the same force and effect as theRestricted Stock subject to such Restrictions immediately before such event.

**Section 1.4 - Cessation of Employment.**

(a)           Forfeiture.  If the Executive’s employment or service withthe Company and its Subsidiaries and Affiliates is terminated for Cause or bythe Executive without Good Reason (including by reason of Executive’sretirement) prior to December 31, 2010, then any unvested shares of RestrictedStock shall be forfeited to the Company as of the date of termination ofemployment or service (the “Termination Date”) and neither the Executive norany of Executive’s successors, heirs, assigns, or personal representativesshall thereafter have any further rights or interests in such shares of theRestricted Stock.

(b)           Acceleration.  If the Executive’s employment or service withthe Company and its Subsidiaries and Affiliates is terminated (i) by theCompany other than for Cause (for purposes of this provision, the Company’sfailure to renew the Term of the Employment Agreement through December 31, 2010shall constitute a termination by the Company other than for Cause), (ii) bythe Executive for Good Reason or (iii) as a result of death or Disability, allrestrictions on the unvested Restricted Stock shall lapse and the Restricted Stockshall immediately vest in full as of the Termination Date.  Upon the occurrence of a Change in Control(as such term is defined in the Employment Agreement), all restrictions on theunvested Restricted Stock shall lapse and the Restricted Stock shall immediatelyvest.

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**Section 1.5 - Stock Certificates.**

Stockgranted herein may be evidenced in such manner as the Committee shalldetermine.  If one or more certificatesrepresenting the Restricted Stock are registered in the name of the Executive,then the Company may retain physical possession of any such certificate untilthe Restricted Period has lapsed.

**Section 1.6 - Taxes.**

The Executive shall pay promptly upon request, at the time theExecutive recognizes taxable income in respect of the shares of the RestrictedStock, an amount equal to the federal, state and/or local taxes the Companydetermines is required to be withheld under applicable tax laws with respect tothe shares of the Restricted Stock.  Inlieu of collecting payment from the Executive, the Company may, in itsdiscretion, distribute vested shares of Stock net of the number of whole sharesof Stock the Fair Market Value of which is equal to the minimum amount offederal, state and local taxes required to be withheld under applicable tax laws.

**ARTICLE IIMISCELLANEOUS**

**Section 2.1 - Securities Act Requirements**

(a)           Theissuance of the Restricted Stock has not been registered under the 1933 Act,and is being issued to the Executive in reliance upon the exemption from suchregistration provided by Section 4(2) of the 1933 Act.

(b)           TheExecutive hereby confirms that he or she has been informed that the shares ofRestricted Stock are restricted securities under the 1933 Act and may not beresold or transferred unless such shares are first registered under the federalsecurities laws or unless an exemption from such registration isavailable.  Accordingly, the Executivehereby acknowledges that he or she is prepared to hold the Restricted Stock foran indefinite period and that the Executive is aware that Rule 144 promulgatedby the Securities and Exchange Commission is not presently available to exemptthe resale of the Restricted Stock from the registration requirements of the1933 Act.  The Executive is aware of theadoption of Rule 144 by the Commission, promulgated under the 1933 Act, whichpermits limited public resales of securities acquired in a nonpublic offering,subject to the satisfaction of certain conditions.  The Executive understands that under Rule 144,the conditions include, among other things: the availability of certain currentpublic information about the issuer, the resale occurring not less than oneyear after the party has purchased and paid for the securities to be sold, thesale being through a broker in an unsolicited “broker’s transaction” and theamount of securities being sold during any three-month period not exceedingspecified limitations.  The Executiveacknowledges and understands that the Company may not be satisfying the currentpublic information requirement of Rule 144 at the time the Executive wishes tosell the

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RestrictedStock or other conditions under Rule 144 that are required of the Company.  If so, the Executive understands that he orshe will be precluded from selling the securities under Rule 144 even if the one-yearholding period of said rule has been satisfied. Prior to the Executive’s acquisition of the Restricted Stock, theExecutive acquired sufficient information about the Company to reach aninformed knowledgeable decision to acquire the Restricted Stock.  The Executive has such knowledge andexperience in financial and business matters as to make the Executive capableof utilizing said information to evaluate the risks of the prospectiveinvestment and to make an informed investment decision.  The Executive is able to bear the economicrisk of his or her investment in the Restricted Stock.  The Executive agrees not to make, without theprior written consent of the Company, any public offering or sale of the RestrictedStock although permitted to do so pursuant to Rule 144(k) promulgated under the1933 Act, until all applicable conditions and requirements of the Rule (orregistration of the Restricted Stock under the 1933 Act) and this Agreementhave been satisfied.

(c)           In orderto reflect the restrictions on disposition of the Restricted Stock, the stockcertificates for the Restricted Stock will be endorsed with a restrictivelegend, in substantially the following form:

“THE SHARES REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE “ACT”) AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144PROMULGATED UNDER THE ACT.  THEY MAY NOTBE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (1) IN CONJUNCTIONWITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT, OREVIDENCE SATISFACTORY TO THE COMPANY OF AN EXEMPTION THEREFROM, AND (2) INCOMPLIANCE WITH THE DISPOSITION PROVISIONS OF A WRITTEN AGREEMENT BETWEEN THECOMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTERESTTO THE SHARES).  SUCH AGREEMENT IMPOSESCERTAIN RESTRICTIONS IN CONNECTION WITH THE DISPOSITION OF THE SHARES.  THE SECRETARY OF THE COMPANY WILL, UPONWRITTEN REQUEST, FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUTCHARGE.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECTTO A LOCK-UP AGREEMENT THAT RESTRICTS THE TRANSFER OF THESE SHARES BEFORE____________.  COPIES OF SUCH AGREEMENTMAY BE OBTAINED UPON WRITTEN REQUEST OF THE SECRETARY OF THE COMPANY.”

If required by the authorities of any state in connection with theissuance of the shares of Stock, the legend or legends required by such stateauthorities also will be endorsed on all such certificates.

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**Section 2.2 -  Definitions**

(a)           “Cause”shall have the meaning set forth in the Employment Agreement.

(b)           “Code” means the Internal Revenue Code of 1986,as amended from time to time.

(c)           “Disability”means that the Executive (i) is unable to engage in any substantial gainfulactivity by reason of any medically determinable physical or mental impairmentwhich can be expected to result in death or can be expected to last for acontinuous period of not less than 12 months, or (ii) is, by reason of anymedically determinable physical or mental impairment which can be expected toresult in death or can be expected to last for a continuous period of not lessthan 12 months, receiving income replacement benefits for a period of not lessthan 3 months under an accident and health plan covering employees of theCompany, any Subsidiary or Affiliate of the Company.

(d)           “EmploymentAgreement” means the employment agreement by and between the Executive and theCompany dated March 14, 2006.

(e)           “GoodReason” shall have the meaning set forth in the Employment Agreement.

(f)            “SG”means any of Société Générale, SG Americas, Inc., SG Americas SecuritiesHoldings, Inc. and any Subsidiaries thereof other than the Company and itsSubsidiaries.

(g)           “Term”shall have the meaning set forth in the Employment Agreement.

**Section 2.3 - Notice of Termination and RestrictiveCovenants.**

(a)           Noticeof Termination.  The Executive shall not voluntarily retire, resign orotherwise terminate his or her employment relationship with the Company or anyof its Subsidiaries or Affiliates, other than with respect to a termination forGood Reason in which case no notice shall be required, without first giving theCompany at least one hundred eighty (180) days prior written notice of theeffective date of such retirement, resignation or other termination.  Such written notice shall be sent in accordance with Section 2.8 of thisAgreement.  The Company retains the right to waive the notice requirementin whole or in part or to place the Executive on paid leave for all or part ofthis one hundred eighty (180) day period.  In the alternative, at any timeafter the Executive gives notice, the Company may, but shall not be obligatedto, provide the executive with work and (i) require the Executive to complywith such conditions as it may specify in relation to transitioning theExecutive’s duties and responsibilities; (ii) assign the Executive otherduties; or (iii) withdraw any powers vested in, or duties assigned to theExecutive.

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(b)           Non-Solicitation.   Executive agrees that if the Executivevoluntarily terminates employment or if the Executive’s employment isterminated, for any reason other than due to a Change in Control (as such termis defined in the Employment Agreement), during the Term of the EmploymentAgreement or within one (1) year following expiration of the Term of theEmployment Agreement, the Executive shall not, for a period of one hundredeighty (180) days after the Executive’s Termination Date, without the Company’sprior written consent, directly or indirectly: (i) solicit or induce, or causeothers to solicit or induce, any director, officer or employee of the Company,any Subsidiary or Affiliate of the Company or SG to leave the Company, suchSubsidiary or Affiliate or SG or in any way modify their relationship with theCompany, such Subsidiary or Affiliate or SG (except the Executive’sthen-current secretary); (ii) hire or cause others to hire any director,officer or employee of the Company, any Subsidiary or Affiliate of the Companyor SG; or (iii) encourage or assist in the hiring process of any director,officer or employee of the Company, any Subsidiary or Affiliate of the Companyor SG or in the modification of any such person’s relationship with theCompany, such Subsidiary or Affiliate or SG, or cause others to participate,encourage or assist in the hiring process of any director, officer or employeeof the Company, any Subsidiary or Affiliate of the Company or SG.  In addition, if the Executive is terminatedduring the Term or within one (1) year following the expiration of the Term,other than a termination due to a Change in Control (as such term is defined inthe Employment Agreement), the Executive shall not, for a period of ninety (90)days, directly or indirectly solicit the trade or patronage of any clients orcustomers or any prospective clients or customers of the Company with respectto any products, services, trade secrets or other matters in which the Companyis active.

(c)           Non-Disclosureof Confidential Information.  TheExecutive shall not at any time, whether during his employment or following thetermination or expiration of his employment, for any reason whatsoever, andforever hereafter, directly or indirectly disclose or furnish to any firm,corporation or person, except as otherwise required by law, any confidential orproprietary information of the Company with respect to any respect of itsoperations or affairs.  “Confidential orproprietary information” shall mean information generally unknown to the publicto which the Executive gains access by reason of his employment by the Companyand includes, but is not limited to, information relating to all present orpotential customers, business and marketing plans, sales, trading and financialdata and strategies, salaries and employment benefits, and operational costs.

(d)           Non-Disparagement.  Executive shall not at any time, whetherduring Executive’s employment or following the termination of employment, forany reason whatsoever, and shall not cause or induce others to, defame ordisparage the Company, any Subsidiary or Affiliate of the Company or SG, or thedirectors or officers of the Company, any Subsidiary or Affiliate of theCompany or SG.

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(e)           CompanyProperty.  All records, files,memoranda, reports, customer information, client lists, documents, equipment,and the like, relating to the business of SG or the Company which the Executiveprepared or came into contact with while he was an employee of SG and theCompany, shall remain the sole property of the Company.  On request by SG or the Company, and in anyevent upon the termination of the Executive’s employment, the Executive shallturn over to the Company all documents, papers, or other material in hispossession and under his control which may contain or be derived fromconfidential information, together with all documents, notes, or other workproduct which is connected with or derived from his services to the Companywhether or not such material is in his possession.  The Executive shall have no proprietaryinterest in any work product developed or used by him and arising out ofemployment by the Company.

(f)            Compliancewith Company Policies.  Executiveagrees to fully comply with the applicable internal policies of the Company orany of its Subsidiaries, as such policies may be amended from time to time, atany time, during Executive’s employment by the Company or any of itsSubsidiaries.

(g)           Cooperation.  Executive agrees to cooperate fully with theCompany, its Subsidiaries and Affiliates and SG at any time, whether duringExecutive’s employment or following the termination of employment, taking intoaccount the requirements of any subsequent employment by the Executive, on allmatters relating to Executive’s employment, which cooperation shall be providedwithout additional consideration or compensation and shall include, withoutlimitation, being available to serve as a witness and be interviewed and makingavailable any books, records or other documents within Executive’s control,provided, however, that Executive need not take any action hereunder that wouldconstitute a violation of law or an obligation to any third party or cause awaiver of attorney-client privilege. Without limiting the generality of the foregoing, Executive shallcooperate in connection with any (i) past, present or future suit, countersuit,action, arbitration, mediation, alternative dispute resolution process, claim,counterclaim, demand, proceeding; (ii) inquiry, proceeding orinvestigation by or before any governmental authority; or (iii) arbitration ormediation tribunal, in each case involving the Company, its Subsidiaries orAffiliates or SG.  In connection withExecutive’s providing such cooperation, the Company, its Subsidiaries andAffiliates or SG, as applicable, shall reimburse the Executive for reasonabletravel, lodging and other expenses incurred by Executive, upon submission ofdocumentation reasonably acceptable to the Company, its Subsidiaries andAffiliates or SG, as applicable.

(h)           Lock-UpAgreement.  With respect to the IPO,Executive agrees to enter into a lock-up agreement (the “Lock-Up Agreement”)and, in accordance with the terms of the Lock-Up Agreement, for a period of onehundred eighty (180) days and any applicable extension applicable thereto (the “Lock-UpPeriod”), refrain from offering, pledging, selling or contracting to sell anyshares of Stock, granting any option, right or warrant for the sale of anyshares of Stock, lending or otherwise disposing of or

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transferringany shares of Stock, requesting or demanding any underwriter of the IPO to filea registration statement related to shares of Stock, or entering into any swapor other agreement that transfers, in whole or in part, the economicconsequence of ownership of any shares of Stock, whether any such swap ortransaction is to be settled by delivery of shares of Stock or othersecurities, in cash or otherwise, directly or indirectly, without the priorwritten consent of the underwriters of the IPO.

(i)            InjunctiveRelief.  In the event of a breach byExecutive of Executive’s obligations under this Agreement, the Company (and/orSG, if applicable), in addition to being entitled to exercise all rightsgranted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Agreement. Executive acknowledges that the Company (and/or SG, if applicable) shallsuffer irreparable harm in the event of a breach or prospective breach ofparagraphs (a), (b), (c), (d), (e), (f) or (g) of this Section 2.3 and thatmonetary damages would not be adequate relief. Accordingly, the Company (and/or SG, if applicable) shall be entitled toseek injunctive relief in any federal or state court of competent jurisdictionlocated in New York County, or in any state in which Executive resides.  Executive further agrees that the Company andits Subsidiaries and Affiliates (and/or SG, if applicable) shall be entitled torecover all costs and expenses (including attorneys’ fees) incurred inconnection with the enforcement of the Company’s rights hereunder.

**Section 2.4 - Release of Claims.**

**As a condition to execution of this Agreement, Executiveshall execute a copy of the release of claims attached hereto as Exhibit A (the“Release”).  Any revocation of theRelease by the Executive shall cause this Agreement to be null and void and ofno effect.**

**Section 2.5 - Offset.**

**In the event that the Executive voluntarily terminatesemployment or if the Executive’s employment is terminated, for any reason or noreason, the Company may offset, to the fullest extent permitted by law, anyamounts of money or shares of Stock due to the Company from the Executive, oradvanced or loaned to Executive by the Company, from any monies or shares ofStock owed to the Executive or the Executive’s estate by the Company as aresult of such termination of employment.**

**Section 2.6 - Third-Party Beneficiary.**

**This Agreement is expressly entered into for the benefit ofthe parties hereto and, and with respect to Sections 2.3(b), (c), (d), (e),(f), (g) and (i) hereof, SG (which shall be deemed a third-party beneficiaryhereof solely for the purpose of such Sections, insofar as they apply toSG).  Nothing expressed or referred to inthis Agreement shall be construed to give any Person other than the partieshereto and SG (to the extent provided above) any legal or equitable right,remedy or claim under or with respect to this Agreement or any provision ofthis Agreement.**

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**Section 2.7 - Governing Law.**

This Agreement shall be governed by and construed in accordance withthe laws of the State of New York other than its laws regarding conflicts oflaw (to the extent that the application of the laws of another jurisdictionwould be required thereby).  TheCommittee shall have final authority to interpret and construe this Agreementand to make any and all determinations under them, and its decision shall bebinding and conclusive upon the Executive and the Executive’s legalrepresentative in respect of any questions arising under this Agreement.

**Section 2.8 - Notices.**

Any notice to be given under the terms of this Agreement shall be inwriting and addressed to the Company at 1221 Avenue of the Americas, New York,NY 10020, Attention: General Counsel, and to the Executive at the address setforth below or at such other address as either party may hereafter designate inwriting to the other by like notice.

**Section2.9 - Effect of Agreement.**

Except as otherwise provided hereunder, this Agreement shall be bindingupon and shall inure to the benefit of any successor or successors of theCompany.

**Section2.10 - Amendment.**

This Agreement may not be amended or modified in any manner (includingby waiver) except by an instrument in writing signed by both parties hereto;provided, however that no amendment or modification shall be made to, and theCompany shall not agree to any waiver of, Sections 2.3(b), (c), (d), (e), (f),(g) or (i) hereof, insofar as such Sections apply to SG, without the priorwritten consent of Parent, which consent may be withheld by Parent in its solediscretion.  The waiver by either partyof compliance with any provision of this Agreement shall not operate or beconstrued as a waiver of any other provision of this Agreement or of anysubsequent breach of such party of a provision of this Agreement.

**Section2.11 -   No Right to ContinuedEmployment.**

**Nothing in this Agreement shall be deemed to confer on theExecutive any right to continued employment with the Company or any of itsSubsidiaries or Affiliates.**

**Section 2.12 -  Section 409A.**

This Agreement is intended to complywith the requirements of Section 409A of the Code (“Section 409A”) and shall beinterpreted accordingly.  In the eventthat any provision of this Agreement would cause this Agreement to becomesubject to Section 409A or cause this Agreement to fail to comply with Section409A, such provision may

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bedeemed null and void and the Company and the Executive agree to amend orrestructure this Agreement, to the extent necessary and appropriate to avoidadverse tax consequences under Section 409A.

**Section2.13 - Entire Agreement.**

The Plan is incorporated herein byreference.  The Plan, this Agreement andEmployment Agreement constitute the entire agreement of the parties withrespect to the subject matter hereof and supersede in their entirety all priorundertakings, agreements, correspondence and term sheets of or between theCompany and the Executive respect to the subject matter hereof.  If there is a conflict between the terms andconditions of the Plan, the terms and conditions of this Award Agreement andthe terms and conditions of the Employment Agreement, the terms and conditionsof the Employment Agreement shall govern.

**Section 2.14 - Arbitration.**

(a)           Any andall disputes arising out of or relating to this Agreement will be submitted toand resolved exclusively by a panel of three (3) arbitrators from either theNew York Stock Exchange or the National Association of Securities Dealers,Inc.  The arbitration shall be held inthe City of New York.  In agreeing toarbitrate these disputes, Executive recognizes that Executive is waivingExecutive’s right to a trial in court and by a jury.  The arbitration award shall be final andbinding upon both parties, and judgment upon the award may be entered in acourt of competent jurisdiction.

(b)           Thearbitrators shall not have authority to amend, alter, modify, add to orsubtract from the provisions hereof.  Theaward of the arbitrators, in addition to granting the relief prescribed aboveand such other relief as the arbitrators may deem proper, may containprovisions commanding or restraining acts or conduct of the parties or theirrepresentatives and may further provide for the arbitrators to retainjurisdiction over this Agreement and the enforcement thereof.  If either party shall deliberately default inappearing before the arbitrators, the arbitrators are empowered, nonetheless,to take the proof of the party appearing and render an award thereon.

(c)           ThisSection 2.14 shall not be construed to limit the Company’s or SG’s right toobtain relief under paragraph 2.3(i) (relating to equitable remedies) withrespect to any matter or controversy subject to paragraph 2.3(i), and, pendinga final determination by the arbitrators with respect to any such matter orcontroversy, the Company and SG shall be entitled to obtain any such relief bydirect application to state, federal or other applicable court, without beingrequired to first arbitrate such matter or controversy.

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**Section 2.15 - Grant Contingent Upon Completion ofIPO.**

TheAward hereunder is completely contingent upon the completion of an IPO for theCompany.  Should there be no IPO consummatedfor the Company, then no ownership interest shall be granted to any employeesunder the Plan.

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**IN WITNESS WHEREOF**,the Company has caused this Agreement to be executed on its behalf by a dulyauthorized officer and Executive has hereunto set Executive’s hand as of thedate indicated above.
|                   |   | COWEN GROUP, INC. |
|------------------------|--------|-------------------|
|                   |   | ** **        |   |
|                   |   | ** **        |   |
|                   |   | BY:               |   |
|                   |   |              | Christopher A. White |
|                   |   | ** **        | Vice President |
|                   |   | ** **        |   |
|                   |   | ** **        |   |
|                   |   | ** **        |   |
| Kim S.  Fennebresque   |   | ** **        |   |
|                   |   | ** **        |   |
|                   |   | ** **        |   |
|                   |   | ** **        |   |
| Address                |   | ** **        |   |
|                   |   | ** **        |   |
|                   |   | ** **        |   |
|                   |   | ** **        |   |
|                   |   | ** **        |   |
| Social Security Number |   | ** **        |   |

 

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**EXHIBIT A**

**FORM OFGENERAL RELEASE**

Kim S.Fennebresque (“Releasor”) for and in consideration of theAward (as such term is defined in the Award Agreement) described in theExecutive Incentive Award Agreement between COWEN GROUP, INC., a Delawarecorporation (the “Company”) and Releasor dated as of ________, 2006 (the “AwardAgreement”) to be provided by the Company, does for himself and his heirs,executors, administrators, successors and assigns, hereby now and forever,voluntarily, knowingly and willingly release and discharge SG (as such term isdefined in the Award Agreement) and its investors, together with each of theirrespective subsidiaries and affiliates (other than COWEN GROUP, INC. and itssubsidiaries), together with each of their respective present and formerpartners, officers, directors, shareholders, employees and agents, and each oftheir predecessors, heirs, executors, administrators, successors and assigns(collectively, the “Company Releasees”) from any and all liabilities, charges,complaints, claims, promises, agreements, controversies, causes of action anddemands of any nature whatsoever, known or unknown, suspected or unsuspected,which against the Company Releasees, jointly or severally, Releasor or Releasor’sheirs, executors, administrators, successors or assigns ever had, now have orhereafter can, shall or may have by reason of any matter, cause or thingwhatsoever  arising from the beginning oftime to the time Releasor executes this Release.  Without limiting the preceding sentence, thisGeneral Release includes, but is not limited to, any rights or claims arisingunder any statute or regulation, including the Age Discrimination in EmploymentAct of 1967, Title VII of the Civil Rights Act of 1964, or the Americans withDisabilities Act of 1990, each as amended, or any other federal, state or locallaw, regulation, ordinance or common law, or under any policy, agreement,understanding or promise, written or oral, formal or informal, between anyCompany Releasee and Releasor.

Releasorrepresents that he has not filed any charges, claims, demands, proceedings oractions against any of the Company Releasees. Releasor shall not seek or be entitled to any recovery, in any charges,claims, demands, proceedings or actions that may be commenced on Releasor’sbehalf in any way arising out of or relating to the matters released under thisGeneral Release.

Releasor has beenadvised to consult with an attorney of Releasor’s choice prior to signing thisGeneral Release.  Releasor understandsand agrees that Releasor has the right and has been given the opportunity toreview this General Release with an attorney of Releasor’s choice shouldReleasor so desire.  Releasor also agreesthat Releasor has entered into this General Release freely and voluntarily.  Relaseasor represents that he is not entitledto receive the Award described in this General Release absent his execution ofthis General Release.

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Releasor has atleast twenty-one (21) calendar days to consider the terms of this GeneralRelease, although Releasor may sign it sooner if Releasor wishes.  Furthermore, once Releasor has signed thisGeneral Release, Releasor has seven (7) additional days to revoke Releasor’sconsent and may do so by writing to the Company at 1221 Avenue of the Americas,New York, NY 10020, Attention: Bill Dibble. The Release shall not be effective, and no Award shall be due hereunder,until the eighth day after Releasor shall have executed this General Releaseand returned it to the Company, assuming that Releasor has not revoked Releasor’sconsent to this Release prior to such date.

In the event thatany one or more of the provisions of this Release shall be held to be invalid,illegal or unenforceable, the validity, legality and enforceability of theremainder of the Release shall not in any way be affected or impaired thereby.

This GeneralRelease shall be governed by the law of the State of New York without referenceto its choice of law rules.

Signed as of this ___ dayof ________, ____________ .

 
|        |                 |
|--------|----------------------|
|   | Kim S.  Fennebresque |

 

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