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.
