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Exhibit No.
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Description
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(a)(1)(i)*
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Offer to Purchase,
dated May 21, 2013.
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(a)(1)(ii)*
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Letter of
Transmittal.
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(a)(1)(iii)*
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Notice of Guaranteed
Delivery.
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(a)(1)(iv)*
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Letter to brokers,
dealers, commercial banks, trust companies and other nominees, dated May 21,
2013.
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(a)(1)(v)*
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Letter to clients for
use by brokers, dealers, commercial banks, trust companies and other
nominees, dated May 21, 2013.
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(a)(2)
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None.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)(i)*
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Press Release, dated May
21, 2013.
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(a)(5)(ii)**
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Press Release, dated
June 19, 2013.
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(b)
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Not applicable.
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(d)(1)(i)
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Form of Amended and
Restated Voting Agreement, dated as of May 20, 2009, between Friedman,
Billings, Ramsey Group, Inc., FBR TRS Holdings, Inc., FBR Capital Markets
Corporation, Forest Holdings LLC and Forest Holdings (ERISA) LLC
(incorporated by reference to Exhibit 4.4 to the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(ii)
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2006 Long-Term
Incentive Plan (as Amended and Restated Effective June 3, 2010) (incorporated
by reference to Exhibit 10(i) to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2010).
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(d)(1)(iii)
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Form of Incentive
Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2010).
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(d)(1)(iv)
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Form of Non-Qualified
Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(v)
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Professional Services
Agreement, dated as of July 20, 2006, between the Registrant and Crestview
Advisors, L.L.C. (incorporated by reference to Exhibit 10.8 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(vi)
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Amendment No. 2 to
Professional Services Agreement, dated June 14, 2010, between the Registrant
and Crestview Advisors, L.L.C. (incorporated by reference to Exhibit 10.9 to
the Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2010).
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(d)(1)(vii)
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Form of Subscription
Agreement with respect to the Registrant’s Director Stock Purchase Plan
(incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(viii)
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2007 Employee Stock
Purchase Plan, amended as of April 23, 2007 (incorporated by reference from
Amendment No. 1 to the Registrant’s Registration Statement on Form S-1/A
(Registration No. 333-141987), filed with the Commission on May 10, 2007).
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(d)(1)(ix)
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Description of the
Registrant’s 2008 Incentive Compensation Program (incorporated by reference
to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2010).
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(d)(1)(x)
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Employment Agreement,
dated December 13, 2012, by and between the Registrant and Richard J. Hendrix
(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed December 13, 2012).
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(d)(1)(xi)
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Form of Amendment to
Original 2008 Performance RSU Award Agreement (incorporated by reference to
Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2010).
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(d)(1)(xii)
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Form of August 2008
Performance RSU Award Agreement (incorporated by reference to Exhibit 10.17
to the Registrant’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2010).
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(d)(1)(xiii)
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Form of Stock Option
Agreement (incorporated by reference to Exhibit 10.18 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xiv)
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Retirement Agreement
between the Registrant and Eric F. Billings, dated December 21, 2008
(incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xv)
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Director Agreement
between the Registrant and Eric F. Billings, dated December 21, 2008
(incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xvi)
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Form of LTIP RSU
Award Agreement (incorporated by reference to Exhibit 10.28 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xvii)
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RSU Award Agreement,
dated February 9, 2010, between the Registrant and Richard J. Hendrix
(incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xviii)
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Stock Option
Agreement, dated February 9, 2010, between the Registrant and Richard J.
Hendrix (incorporated by reference to Exhibit 10.30 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xix)
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FBR Capital Markets
Corporation 2010 Partner Leveraged Stock Purchase Program, as amended and
restated (incorporated by reference to Exhibit 10.31 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2010).
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(d)(1)(xx)
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FBR & Co.
Retention and Incentive Plan (incorporated by reference to Exhibit 10.1 to
the Registrant’s Current Report on Form 8-K filed on February 14, 2012).
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(d)(1)(xxi)
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Form of RSU award
agreement pursuant to the FBR & Co. Retention and Incentive Plan/2006
Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the
Registrant’s Current Report on Form 8-K filed on February 14, 2012).
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(d)(1)(xxii)
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2013 Performance Share Unit
Award Letter to Richard J. Hendrix (incorporated by reference to Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed on March 15, 2013).
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(g)
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Not applicable.
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(h)
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Not applicable.
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