FEDERATED INVESTORS, INC.
Stock Incentive Plan
BONUS RESTRICTED STOCK PROGRAM AWARD AGREEMENT
THIS AGREEMENT, made this 4 th day of March, 2005 by and between Federated Investors, Inc.
(including its successors and assigns, the “Company”), a Pennsylvania corporation having its principal place of
business in Pittsburgh, Pennsylvania,
, an employee of the Company (the “Participant”).
Capitalized terms used in this Agreement shall, unless specifically defined herein, have the respective
meanings given to such terms in the Federated Investors, Inc. Stock Incentive Plan (the “Stock Incentive Plan”).
WHEREAS, in order to provide incentives to its employees, the Company has adopted the Stock
Incentive Plan under which, among other things, Awards of Class B Common Stock of the Company, no par
value (the “Class B Common Stock”), can be made to salaried employees; and
WHEREAS, the Board Committee has established a Bonus Restricted Stock Program to pay or
allow a Participant to elect to receive part of a discretionary cash bonus in restricted shares of Class B Common
WHEREAS, the Participant qualifies for receipt of this Award under the Bonus Restricted Stock
WHEREAS, subject to the terms and conditions hereafter set forth, by action of the Board
Committee, the Company hereby grants an Award of Class B Common Stock to Participant.
NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained,
and intending to be legally bound, the parties hereto agree as follows:
As used herein:
1.1 “Cause” shall mean if Participant engages in conduct that constitutes a breach of Participant’s
duties to Federated as set forth in any code of conduct adopted by Federated or violates the standards of
conduct which Federated expects of its employees, including, but n