STIFEL FINANCIAL CORP. (a Delaware corporation) 6,000,000 Depositary Shares, each representing a 1/1000th interest in a share ofUnderwriting Agreement • July 15th, 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 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of 6.25% Non-Cumulative Preferred Stock, Series A (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 July 15, 2016 relating thereto
DEPOSIT AGREEMENT between STIFEL FINANCIAL CORP. and COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary Dated as of July 15, 2016Deposit Agreement • July 15th, 2016 • Stifel Financial Corp • Security brokers, dealers & flotation companies • New York
DEPOSIT AGREEMENT, dated as of July 15, 2016, between (i) STIFEL FINANCIAL CORP., a Delaware corporation, on the one hand, and (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), on the other hand.
