FEDERATED INVESTORS, INC.
Stock Incentive Plan
FORM OF RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT, is made and effective as of the day of , by and between Federated Investors, Inc.
(including its successors and assigns, the “Company”), a Pennsylvania Corporation having its principal place of business in
, 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 Company desires to have Participant continue in its employ and to provide Participant with an incentive to
put forth maximum effort for the success of the business; and
WHEREAS, Participant holds a position of trust and confidence within Federated (as hereafter defined), and Federated has
entrusted and will continue to entrust Participant with its trade secrets and confidential, proprietary business information and
knowledge about and relationships with Federated employees and Federated Clients (as hereafter defined). Because such
information and relationships could be used by Federated’s competitors to gain an unfair advantage against Federated, this
Agreement and the Confidentiality Agreement (as hereafter defined) contain noncompetition provisions to protect Federated’s
confidential information, employee and client relationships, and goodwill; and
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.