RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2009 • RJF Capital Trust III • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), shares (the “[Firm] Shares”) of preferred stock, Series [ ], [$0.10] par value, with a liquidation preference of [$ ] per share (the “Preferred Stock”). [In addition, the Company proposes to grant to the Underwriters an option to purchase from the Company up to an aggregate of [ ] additional shares of Preferred Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively sometimes referred to as the “Shares.”] [References to the shares of Common Stock include the shares of Common Stock into which the Shares are convertible.] Such Shares are to be sold to each Underwriter, acting severally and not jointly, in such amounts as are listed in Schedule II opposite the name of each Underwriter. The Shares are described more ful
FORM OF REGISTERED SUBORDINATED NOTE]RJF Capital Trust III • May 29th, 2009 • Security brokers, dealers & flotation companies • New York
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE. EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
] SUPPLEMENTAL INDENTURE between RAYMOND JAMES FINANCIAL, INC. and Dated as of [ , ]Indenture • May 29th, 2009 • RJF Capital Trust III • Security brokers, dealers & flotation companies • New York
THIS [ ] SUPPLEMENTAL INDENTURE, dated as of [ , ] (the “[ ] Supplemental Indenture”), between RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “Company”), and [ ] as trustee (the “Trustee”), under an Indenture dated as of [ ], between the Company and the Trustee (the “Indenture”).
DEPOSIT AGREEMENT among RAYMOND JAMES FINANCIAL, INC., , As Depositary, AND THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of , 20Deposit Agreement • May 29th, 2009 • RJF Capital Trust III • Security brokers, dealers & flotation companies • New York
WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of RAYMOND JAMES FINANCIAL, INC. with the Depositary (as hereinafter defined) for the purposes set forth in this Deposit Agreement and for the issuance hereunder of Receipts (as hereinafter defined) evidencing Depositary Shares (as hereinafter defined), in respect of the Shares (as hereinafter defined) so deposited; and
RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENT Notes, dueUnderwriting Agreement • May 29th, 2009 • RJF Capital Trust III • Security brokers, dealers & flotation companies • New York
Raymond James Financial, Inc., a Florida corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities will be issued under an [indenture dated as of [ , 20 ] (the “Indenture”) between the Company and [ ], as trustee (the “Trustee”).] [The indenture dated as of [ , 20 ] (the “Indenture”) between the Company and [ ], as trustee (the “Trustee”).] The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms “Underwriters” and “Representatives”, as used herein, each shall be deemed to refer to such firm or firms.
] Capital Securities RJF CAPITAL TRUST [ ] (a Delaware Trust) [ ]% Capital Securities (Liquidation Amount of $[ ] per Capital Security) UNDERWRITING AGREEMENTRJF Capital Trust III • May 29th, 2009 • Security brokers, dealers & flotation companies • New York
RJF Capital Trust [ ] (the “Trust”), a statutory trust organized under the Statutory Trust Act of the State of Delaware (the “Delaware Act”), and Raymond James Financial, Inc., a Florida corporation (the “Company” and, together with the Trust, the “Offerors”), confirm their agreement (the “Agreement”) with [ ] and each of the Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) with respect to the sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of [ ]% Capital Securities (liquidation amount of $[ ] per capital security) of the Trust (the “[Firm] Capital Securities”) set forth in Schedule II attached hereto. [In addition, the Trust proposes to grant to the Underwriters an option to purchase from the Trust up to an aggregate of [ ] additional [ ]% Capital Securities (liquidation amount of $[ ] per capital security) of the Trust (the “Option Capi
