EXHIBIT 4.5 STIFEL FINANCIAL CAPITAL TRUST I AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • April 18th, 2002 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
STIFEL FINANCIAL CORP. (a Delaware corporation) 12,000,000 Depositary Shares, each representing a 1/1000th interest in a share ofUnderwriting Agreement • July 21st, 2021 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
Stifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW, BofA Securities, Inc. and Wells Fargo Securities, LLC (“Wells Fargo Securities”) are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of 4.50% Non-Cumulative Preferred Stock, Series D (the “Preferred Stock”) of the Company (the “Securities”). The shares of Preferred Stock shall have the rights, powers and preferences set forth in the certificate of designations to be dated on or prior to July 22, 2021 relating
EXHIBIT 1.1 STIFEL FINANCIAL CORP. (a Delaware corporation) and STIFEL FINANCIAL CAPITAL TRUST I (a Delaware statutory business trust) 9.00% Cumulative Trust Preferred Securities UNDERWRITING AGREEMENT ---------------------- April 17, 2002 LEGG MASON...Underwriting Agreement • April 18th, 2002 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Maryland
EXHIBIT 10(k) STIFEL FINANCIAL CORP. AND SUBSIDIARIES STIFEL FINANCIAL CORP. RESTRICTED STOCK AGREEMENT Stifel Financial Corp., a Delaware Corporation, ("Company") and James D. Sumption ("Executive") hereby agree as follows:Restricted Stock Agreement • March 26th, 1996 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Missouri
and WILMINGTON TRUST COMPANY, as Trustee INDENTUREIndenture • April 18th, 2002 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Missouri
EXHIBIT 4.4 TRUST AGREEMENT This TRUST AGREEMENT, dated as of March 21, 2002 (this "Trust Agreement"), among (i) STIFEL FINANCIAL CORP., a Delaware corporation (the "Depositor"), (ii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as...Trust Agreement • March 27th, 2002 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
EXHIBIT 4.7 PREFERRED SECURITIES GUARANTEE AGREEMENT by and between STIFEL FINANCIAL CORP.Preferred Securities Guarantee Agreement • April 18th, 2002 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Missouri
JUNIOR SUBORDINATED INDENTURE between STIFEL FINANCIAL CORP and WILMINGTON TRUST COMPANY, as Trustee _____________________ Dated as of June 28, 2007 _____________________Junior Subordinated Indenture • July 5th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
JUNIOR SUBORDINATED INDENTURE, dated as of June 28, 2007, between STIFEL FINANCIAL CORP., a Delaware corporation (the "Company"), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (in such capacity, the "Trustee").
a Delaware corporation) 1,500,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 15th, 2009 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
provided further that no filing by any party (donor, donee, transferor or transferee) with the Securities and Exchange Commission, or otherwise shall be required or shall be voluntarily made during the lock-up period in connection with such plan; or
AMENDED AND RESTATED TRUST AGREEMENT among STIFEL FINANCIAL CORP., as Depositor WILMINGTON TRUST COMPANY, as Property Trustee WILMINGTON TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative Trustees Dated...Trust Agreement • July 5th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III), SUBJECT TO THE RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION OF COUNSEL ADDRESSING COMPLIANCE WITH THE U.S. SECURITIES LAWS, AND OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.
CREDIT AGREEMENT Dated as of September 27, 2023 among STIFEL FINANCIAL CORP. and STIFEL, NICOLAUS & COMPANY, INCORPORATED, as the Borrowers, THE GUARANTORS PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as...Credit Agreement • September 28th, 2023 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
This CREDIT AGREEMENT is entered into as of September 27, 2023 among STIFEL FINANCIAL CORP., a Delaware corporation (“SFC”), STIFEL, NICOLAUS & COMPANY, INCORPORATED, a Missouri corporation (“SNC”; SNC together with SFC, each, a “Borrower” and collectively, the “Borrowers”), the Guarantors party hereto, the Lenders from time to time party hereto, BANK OF AMERICA, N.A., as the Administrative Agent, a Swingline Lender, and the L/C Issuer, and the other Swingline Lenders from time to time party hereto.
GUARANTEE AGREEMENT between STIFEL FINANCIAL CORP., As Guarantor, and WILMINGTON TRUST COMPANY, As Guarantee Trustee Dated as of June 28, 2007 STIFEL FINANCIAL CAPITAL TRUST IVGuarantee Agreement • July 5th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
GUARANTEE AGREEMENT, dated as of June 28, 2007, executed and delivered by STIFEL FINANCIAL CORP., a Delaware corporation (the "Guarantor") having its principal office at 501 N. Broadway, 9th Floor, St. Louis, MO 63102, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (in such capacity, the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Stifel Financial Capital Trust IV, a Delaware statutory trust (the "Issuer").
STIFEL FINANCIAL CORP. (a Delaware corporation)Underwriting Agreement • July 14th, 2016 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
Stifel Financial Corp., a Delaware corporation (the “Company”), confirms its agreement with Keefe, Bruyette & Woods, Inc. (“KBW”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom KBW, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BAML”) and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $200,000,000 aggregate principal of amount of the Company’s 4.25% Senior Notes due 2024 (the “Securities”). The Securities are to be issued pursuant to the third supplemental indenture, dated as of July 18, 2014 (the “Supplemental Indenture”), to the indenture, dated as of January 23, 2012 (the “Base Indenture” and, together with the Supplemental Indenture, the “Indenture”),
DEPOSIT AGREEMENT among STIFEL FINANCIAL CORP. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of July 22, 2021Deposit Agreement • July 22nd, 2021 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
DEPOSIT AGREEMENT, dated as of July 22, 2021, among (i) STIFEL FINANCIAL CORP., a Delaware corporation, (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (“Trust Company”), jointly as Depositary (as hereinafter defined), and (iii) the Holders (as hereinafter defined) from time to time of the Receipts (as hereinafter defined).
DEPOSIT AGREEMENT among STIFEL FINANCIAL CORP. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of May 19, 2020Deposit Agreement • May 19th, 2020 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
DEPOSIT AGREEMENT, dated as of May 19, 2020, among (i) STIFEL FINANCIAL CORP., a Delaware corporation, (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (“Trust Company”), jointly as Depositary (as hereinafter defined), and (iii) the Holders (as hereinafter defined) from time to time of the Receipts (as hereinafter defined).
STIFEL FINANCIAL CORP. STOCK UNIT AGREEMENT Stifel Financial Corp., a Delaware Corporation ("Company") and James M. Zemlyak ("Executive") hereby agree as follows: WHEREAS, the Company established the Stifel Financial Corp. 1997 Incentive Stock Plan...Stock Unit Agreement • April 9th, 2002 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Missouri
DEPOSIT AGREEMENT among STIFEL FINANCIAL CORP. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of February 28, 2019Deposit Agreement • February 28th, 2019 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
DEPOSIT AGREEMENT, dated as of February 28, 2019, among (i) STIFEL FINANCIAL CORP., a Delaware corporation, (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company and national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined), and (iii) the Holders (as hereinafter defined) from time to time of the Receipts (as hereinafter defined).
STIFEL FINANCIAL CORP. Common Stock ($0.15 par value) ATM EQUITY OFFERINGSM SALES AGREEMENTAtm Equity Offering Sales Agreement • June 4th, 2009 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
Stifel Financial Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as sales agent and/or principal or Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent (each an “Agent”, and together the “Agents”), up to 1,000,000 shares (the “Shares”) of the Company’s common stock, $0.15 par value per share (the “Common Stock”), on the terms set forth in Section 2 of this ATM Equity OfferingSM Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to Merrill Lynch as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
STIFEL FINANCIAL CORP. (a Delaware corporation) 1,700,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • September 29th, 2008 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) Merrill Lynch receives a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition for value, (3) such transfers are not required to be reported in any public report or filing with the Securities and Exchange Commission, or otherwise and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers:
ContractIndenture • August 16th, 2005 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
JUNIOR SUBORDINATED INDENTURE between Stifel Financial Corp. and Wilmington Trust Company, as Trustee _____________________ Dated as of August 12, 2005 _____________________
Employment agreement with Joseph SullivanEmployment Agreement • January 26th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
Stifel Financial Corp., a Delaware corporation ("Stifel Financial"), has been negotiating a transaction (the "Legg Mason Capital Markets Transaction") with Citigroup Inc. ("Citigroup") whereby Stifel Financial would acquire the capital markets business of Legg Mason, Inc. ("Legg Mason"). This business is referred to in this letter as the "Legg Mason Capital Markets Business". Closing of the Legg Mason Capital Markets Transaction is expected to occur concurrently with the sale of the Legg Mason Wood Walker Inc. retail brokerage business to Citigroup (the "Citigroup Transaction").
ACQUISITION AGREEMENT by and between STIFEL FINANCIAL CORP. and CITIGROUP INC. Dated as of September 12, 2005Acquisition Agreement • January 17th, 2006 • Stifel Financial Corp • Security brokers, dealers & flotation companies
This ACQUISITION AGREEMENT (this "Agreement") is entered into as of this 12th day of September, 2005, by and between STIFEL FINANCIAL CORP., a Delaware corporation ("Buyer"), and CITIGROUP INC., a Delaware corporation ("Seller"). Capitalized terms are defined in Article 1.
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • October 4th, 2019 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
This RIGHT OF FIRST OFFER AGREEMENT, dated as of August 30, 2019 (this “Agreement”), is by and between Stifel Venture Corp., a Missouri corporation (“Stockholder”), and Investcorp BDC Holdings Limited, a company organized under the laws of the Cayman Islands (“Buyer”).
STIFEL FINANCIAL CORP. DEFERRED AWARD AGREEMENTDeferred Award Agreement • February 16th, 2024 • Stifel Financial Corp • Security brokers, dealers & flotation companies
This award agreement is between Stifel Financial Corp., a Delaware corporation, including its past, present or future affiliates, subsidiaries, predecessors, successors, and parents (collectively, “Stifel” or the “Corporation”) and the identified Participant (the “Participant” or “you”). Stifel Financial Corp. hereby grants to the Participant this award of restricted stock units (“RSUs”) and/or debentures (the “Award”) pursuant to the Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement) as may be amended or restated from time to time (the “Plan”), which are subject to the Plan and the following terms and conditions:
OFFICE LEASE AGREEMENT By and Between ABB SOUTH STREET ASSOCIATES, LLC ("Landlord") and STIFEL, NICOLAUS & COMPANY, INCORPORATED ("Tenant") Alex Brown Building One South Street Baltimore, Maryland 21202 OFFICE LEASE AGREEMENTOffice Lease Agreement • March 16th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies
THIS OFFICE LEASE AGREEMENT (this "Lease") is made as of the _____ day of ________, 2006 (the "Effective Date"), by and between ABB SOUTH STREET ASSOCIATES, LLC, a Maryland limited liability company ("Landlord"), and STIFEL, NICOLAUS & COMPANY, INCORPORATED, a Missouri corporation ("Tenant"), who agree as follows:
AGREEMENT AND PLAN OF MERGER by and among STIFEL FINANCIAL CORP. SF RB MERGER SUB, INC. RYAN BECK HOLDINGS, INC. and BANKATLANTIC BANCORP, INC. Dated January 8, 2007Merger Agreement • January 12th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
This AGREEMENT AND PLAN OF MERGER is entered into as of this 8th day of January, 2007, by and among Stifel Financial Corp., a Delaware corporation (“Parent”), SF RB Merger Sub, Inc., a New Jersey corporation wholly owned by Parent (“Merger Sub”), Ryan Beck Holdings, Inc., a New Jersey corporation (the “Company”), and BankAtlantic Bancorp, Inc., a Florida corporation (“Bancorp”) (Parent, Merger Sub, the Company and Bancorp being each a “Party” and together the “Parties”). Capitalized terms are defined in Article 1.
VOTING AND EXCHANGE TRUST AGREEMENTVoting and Exchange Trust Agreement • July 2nd, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Ontario
THIS VOTING AND EXCHANGE AGREEMENT (the “Agreement”), dated as of January 2, 2008, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Parent”), TWP Acquisition Company (Canada), Inc., a corporation organized under the OBCA (“Canadian Sub”) and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).
AGREEMENT OF SUBLEASE By and Between THE BEAR STEARNS COMPANIES LLC Landlord and STIFEL, NICOLAUS & COMPANY, INCORPORATED Tenant Dated as of January 30, 2009 The entire 8th Floor 237 Park Avenue New York, New YorkSublease Agreement • November 9th, 2009 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
THIS AGREEMENT OF SUBLEASE (this "Sublease") dated as of January , 2009 ("Effective Date") between THE BEAR STEARNS COMPANIES LLC, a Delaware limited liability company (formerly known as The Bear Stearns Companies Inc. and formerly a Delaware corporation) having an office at 383 Madison Avenue, New York, New York 10179 ("Landlord") and STIFEL, NICOLAUS & COMPANY, INCORPORATED, a Missouri Corporation having an office at 501 N. Broadway, St. Louis, Missouri 63102 ("Tenant").
EXHIBIT 10. (j)(2) STIFEL FINANCIAL CORP. AND SUBSIDIARIES Stock Unit Agreement with Ronald J. Kruszewski STIFEL FINANCIAL CORP. STOCK UNIT AGREEMENTStock Unit Agreement • March 30th, 1999 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Missouri
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • October 4th, 2019 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
This SUPPORT AND VOTING AGREEMENT, dated as of June 26, 2019 (this “Agreement”), is by and between Stifel Venture Corp., a Missouri corporation (“Stockholder”), and Investcorp Credit Management US LLC, a Delaware limited liability company (“Buyer”).
AGREEMENT AND PLAN OF MERGER dated as of APRIL 25, 2010 among STIFEL FINANCIAL CORP., PTAS, INC. and THOMAS WEISEL PARTNERS GROUP, INC.Merger Agreement • April 26th, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 25, 2010 (the “Signing Date”) among STIFEL FINANCIAL CORP., a Delaware corporation (“Parent”), PTAS, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Subsidiary”) and THOMAS WEISEL PARTNERS GROUP, INC., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 9th, 2012 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of November 5, 2012 (the "Signing Date") between STIFEL FINANCIAL CORP., a Delaware corporation ("Parent") and KBW, INC., a Delaware corporation (the "Company"), and, from and after the accession thereof to this Agreement in accordance with Section 8.07, Merger Subsidiary and Successor Subsidiary (each as defined herein).
AGREEMENT OF SUBLEASESublease Agreement • March 16th, 2007 • Stifel Financial Corp • Security brokers, dealers & flotation companies
AGREEMENT OF SUBLEASE made as of the 7th day of December, 2006, by and between DEUTSCHE BANK SECURITIES, INC., a Delaware corporation, (hereinafter called "Sublandlord"), and STIFEL, NICOLAUS & COMPANY, INCORPORATED, a Missouri corporation (hereinafter called "Subtenant").
STIFEL FINANCIAL CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance RSUs)Restricted Stock Unit Award Agreement • February 26th, 2018 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Missouri
Stifel Financial Corp., a Delaware corporation (the “Corporation”), hereby grants to the participant identified in the Schedule (the “Participant”) this award of restricted stock units (“RSUs”) pursuant to the Stifel Financial Corp. 2001 Incentive Stock Plan (2011 Restatement) (the “Plan”) upon the following terms and conditions:
VOTING AND EXCHANGE TRUST SUPPLEMENT AGREEMENTVoting and Exchange Trust Supplement Agreement • July 2nd, 2010 • Stifel Financial Corp • Security brokers, dealers & flotation companies • Ontario
THIS VOTING AND EXCHANGE TRUST SUPPLEMENT AGREEMENT (the “Agreement”), dated as of July 1, 2010, by and among Thomas Weisel Partners Group, Inc., a Delaware corporation (“Old Parent”), TWP Acquisition Company (Canada), Inc., a corporation continued under the Canada Business Corporations Act (“CBCA”) (“Canadian Sub”), Stifel Financial Corp., a Delaware corporation (“New Parent”), and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (hereinafter referred to as “Trustee”).
