RAYMOND JAMES FINANCIAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2012 • Raymond James Financial Inc • 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”), $350,000,000 aggregate principal amount of its 6.90% Senior Notes due 2042 (the “Firm Securities”) and, at the option of the Underwriters, up to an additional $52,500,000 aggregate principal amount of its 6.90% Senior Notes due 2042 (the “Option Securities”) to cover overallotments, if any, pursuant to Section 2 hereof. The Firm Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be issued under an indenture dated as of August 10, 2009 (as amended or supplemented from time to time, the “Indenture”) between the Company and The Bank of New York Mellon Trust Co., N.A., as trustee (the “Trustee”). The Securities are described more fully in the Prospectus, referred to below. If the firm or firms listed in Schedu
THIRD SUPPLEMENTAL INDENTURE between RAYMOND JAMES FINANCIAL, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated as of March 7, 2012Third Supplemental Indenture • March 7th, 2012 • Raymond James Financial Inc • Security brokers, dealers & flotation companies • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 7, 2012 (this “Third Supplemental Indenture”), between RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under an Indenture dated as of August 10, 2009, between the Company and the Trustee (the “Indenture”).
REGISTERED SENIOR NOTERegistered Senior Note • March 7th, 2012 • Raymond James Financial Inc • 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.
