<Page>
EXHIBIT 99.2
TAILWIND FINANCIAL INC.
CODE OF ETHICS FOR DIRECTORS, OFFICERS AND EMPLOYEES
GENERAL.
This Code of Ethics ("CODE") sets forth the guiding principles by which we
operate our company and conduct our daily business with our shareholders,
customers, vendors and with each other. These principles apply to all of the
directors, officers and employees of Tailwind Financial Inc. and its
subsidiaries, if any (the "COMPANY").
PRINCIPLES AND ETHICS.
Each director, officer and employee of the Company will adhere to the
following principles and responsibilities, which will govern his or her
professional conduct and ethics:
o Act with honesty and integrity;
o In the case of directors, officers and employees with existing business
affiliations prior to becoming engaged by the Company that are disclosed
to the Company before such engagement ("PRE-EXISTING BUSINESS
AFFILIATIONS"), avoid actual or apparent conflicts of interest with such
business affiliations (the "PRIOR BUSINESS AFFILIATIONS") to the extent
reasonably practicable and avoid all other actual or apparent conflicts
of interest in professional or personal relationships. Where any
director, officer or employee with a Pre-Existing Business Affiliation
cannot avoid a conflict of interest with a Prior Business Affiliation,
such director or officer shall act in a manner expected to protect and
advance the Company's best interests, subject to any fiduciary duties
or contractual obligations such person may have to any such Prior
Business Affiliation. A "conflict of interest" will exist whenever an
individual's private or other professional interests conflict in any
way (or even appear to conflict) with the interests of the Company;
o In the case of all directors, officers and employees except directors,
officers and employees with Pre-Existing Business Affiliations, avoid
all actual or apparent conflicts of interest in personal and
professional relationships;
o Provide constituents with information that is full, fair, accurate,
complete, objective, relevant, timely and understandable, and, in the
case of the Chief Executive Officer and Chief Financial Officer, review
the annual and quarterly reports before certifying and filing them with
the Securities and Exchange Commission (the "SEC");
o Comply with all applicable laws, rules and regulations of federal, state
and local governments, and other applicable private and public
regulatory agencies;
o Act in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing independent judgment
to be subordinated;
o Respect the confidentiality of information (whether about the Company or
any other person or entity) acquired in the course of business except
when authorized or otherwise legally obligated to disclose the
information and under no circumstance use such confidential information
acquired in the course of business for personal advantage;
<Page>
o Actively promote ethical behavior among the Company's employees and as a
responsible partner with industry peers and associates;
o Maintain control over and responsibly manage all assets and resources of
the Company employed by or entrusted to him or her by the Company;
o Report illegal or unethical conduct by any director, officer or employee
that has occurred, is occurring or may reasonably be expected to occur,
including any potential violations of this Code or any other codes of
business conduct or ethics of the Company, such report to be made to the
Chief Executive Officer or any member of the Company's Audit Committee;
and
o Comply with this Code and any other codes of business conduct or ethics
of the Company.
VIOLATIONS.
Any director, officer or employee who violates the standards of this Code
shall be subject to disciplinary action, up to and including termination of
employment.
WAIVERS.
There shall be no waiver of, modification of or change to any part of this
Code, except by a vote of the Company's Board of Directors (the "BOARD") or a
duly authorized committee of the Board. If a waiver of, modification of or
change to this Code is granted or made, then the notice of such waiver,
modification or change shall be posted on the Company's website within five
business days of the vote of the Board or committee of the Board or shall be
disclosed otherwise as required by applicable law and/or the American Stock
Exchange or SEC rules or regulations. Any such notices posted on the Company
website shall remain there for a period of at least twelve months and shall be
retained in the Company's files as required by law.
ACKNOWLEDGMENT.
Each director, officer and employee of the Company shall be required to
sign an acknowledgment with respect to this Code in the form attached hereto as
EXHIBIT A.
2
<Page>
EXHIBIT A
TAILWIND FINANCIAL INC.
ACKNOWLEDGMENT
OF
CODE OF ETHICS FOR DIRECTORS, OFFICERS AND EMPLOYEES
To: TAILWIND FINANCIAL INC. Board of Directors
The undersigned hereby certifies and acknowledges that he or she:
(1) has read and understands the Company's Code of Ethics for
Directors, Officers and Employees; and
(2) affirms and agrees to comply with such Code.
Date:
--------------------- -----------------------------------------
Name:
----------------------------------
Title:
----------------------------------