FEDERATED INVESTORS, INC.
STOCK INCENTIVE PLAN
(Adopted as of February 20, 1998)
(Amended as of August 26,1998)
(Amended as of August 31, 1998)
(Amended as of January 26, 1999)
(Amended as of May 17, 1999)
(Amended as of July 20, 1999)
(Amended as of January 29, 2002)
(Approved by Shareholders April 24, 2002)
The purpose of the Federated Investors, Inc. Stock Incentive Plan (the "Plan") is to:
(a) Facilitate the assumption by Federated Investors, Inc., as the surviving corporation of a merger with its parent
corporation, Federated Investors, of certain stock incentive awards previously made by Federated Investors to
its employees; and
(b) Continue to promote the long-term growth and performance of Federated Investors, Inc. and its affiliates and
to attract and retain outstanding individuals by awarding directors, executive officers and key employees stock
options, stock appreciation rights, performance awards, restricted stock and/or other stock-based awards.
The following definitions are applicable to the Plan:
"Award" means the grant of Options, SARs, Performance Awards, Restricted Stock or other stock-based
award under the Plan.
"Board" means the Board of Directors of the Company.
"Board Committee" means the committee of the Board appointed in accordance with Section 4 to administer the
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Class B Common Stock of the Company, no par value per share.
"Company" means Federated Investors, Inc., a Pennsylvania corporation, and its successors and assigns.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means, on any date, the closing sale price of one share of Common Stock, as reported on
the New York Stock Exchange or any national securities exchange on which the Common Stock is then listed or
the New York Stock Exchan