FIRST SUPPLEMENTAL INDENTURE between RAYMOND JAMES FINANCIAL, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Dated as of August 20, 2009

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

between

RAYMOND JAMES FINANCIAL, INC.

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Dated as of August 20, 2009

TABLE OF CONTENTS

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FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 20, 2009 (this “First 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”).

WHEREAS, the Company desires to establish, under the terms of the Indenture, a series of its Securities (such securities being of the type referred to in the Indenture and in this First Supplemental Indenture as the “Securities”) to be known as its 8.60% Senior Notes due 2019 (the “Notes”), the form and substance of such Notes and the terms, provisions and conditions thereof, to be set forth as provided in the Indenture and this First Supplemental Indenture;

WHEREAS, under the terms of an Underwriting Agreement dated as of August 13, 2009 (the “Underwriting Agreement”), among the Company and the Underwriters named therein (the “Underwriters”), the Company has agreed to sell to the Underwriters $300,000,000 aggregate liquidation amount of its Securities;

WHEREAS, the Company has requested that the Trustee execute and deliver this First Supplemental Indenture; and

WHEREAS, all requirements necessary to make this First Supplemental Indenture a valid instrument in accordance with its terms and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this First Supplemental Indenture have been duly authorized in all respects.

NOW THEREFORE, in consideration of the purchase and acceptance of the Notes by the Holders (as defined below) thereof, and for the purpose of setting forth, as provided in the Indenture, the form and substance of the Notes and the terms, provisions and conditions thereof, the Company covenants and agrees with the Trustee as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1 Definition of Terms .

Unless the context otherwise requires:

(a) a term defined in the Indenture has the same meaning when used in this First Supplemental Indenture unless otherwise provided herein;

(b) a term defined anywhere in this First Supplemental Indenture has the same meaning throughout;

(c) the singular includes the plural and vice versa;

(d) a reference to a Section or Article is to a Section or Article of this First Supplemental Indenture;

(e) headings are for convenience of reference only and do not affect interpretation;

(f) the following terms have the meanings given to them in this Section 1.1;

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Quotation Agents as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Dealer Quotations, (2) if more than one but fewer than four such Reference Treasury Dealer Quotations is provided, the average of all such quotations, or (3) if only one Reference Treasury Dealer Quotation is provided, such quotation.

“ Coupon Rate ” shall have the meaning set forth in Section 2.5.

“ Global Note ” means a global Note to be registered in the name of the U.S. or Common Depositary, or its nominee.

“ Holder ” means any person in whose name the Notes are registered on the register kept by the Company in accordance with the terms hereof.

“ Interest Payment Date ” shall have the meaning set forth in Section 2.5

“ Maturity Date ” means the date on which the Notes mature and on which the principal shall be due and payable together with all accrued and unpaid interest thereon.

“ Maturity Repayment Price ” means the price, at the Maturity Date, equal to the principal amount of, plus accrued interest on, the Notes.

“ Permitted Liens ” means (i) liens for taxes or assessment or governmental charges or levies (a) that are not then due and delinquent, (b) the validity of which is being contested in good faith or (c) which are less than $1,000,000 in amount; (ii) liens created by or resulting from any litigation or legal proceedings which are currently being contested in good faith by appropriate proceedings or which involve claims of less than $1,000,000; and (iii) deposits to secure (or in lieu of) surety, stay, appeal or customs bonds.

“ Quotation Agents ” means the Reference Treasury Dealers appointed by the Company.

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“ Reference Treasury Dealers ” means (1) J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. (or their affiliates that are Primary Treasury Dealers) and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefore another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealers selected by the Company.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

“ Treasury Rate ” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price of such redemption date.

ARTICLE 2

GENERAL TERMS AND CONDITIONS OF THE NOTES

SECTION 2.1 Designation and Principal Amount .

There is hereby authorized and established under the terms of the Indenture a series of the Company’s Securities designated the “8.60% Senior Notes due 2019” limited in aggregate principal amount to no more than $300,000,000, which amount shall be as set forth in one or more written orders of the Company for the authentication and delivery of the Notes pursuant to Section 2.06 of the Indenture.

SECTION 2.2 Maturity .

The Maturity Date for the Notes is August 15, 2019.

SECTION 2.3 Form and Payment .

Except as provided in Section 2.4, the Notes shall be issued in fully registered certificated form without interest coupons. Principal and interest on the Notes issued in certificated form shall be payable, the transfer of such Notes shall be registrable and such Notes shall be exchangeable for Notes bearing identical terms and provisions at the office or agency of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Holder at such address as shall appear in the Security Register.

SECTION 2.4 Global Form .

(a) A Global Note may be transferred, in whole but not in part, only to another nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a nominee of such successor Depositary.

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(b) If at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary or if at any time the Depositary shall no longer be registered or in good standing under the Exchange Act or other applicable statute or regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, the Company shall execute, and, subject to Article 2 of the Indenture, the Trustee, upon written notice from the Company, shall authenticate and make available for delivery the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. In addition, the Company may at any time determine that the Notes shall no longer be represented by a Global Note. In such event the Company shall execute, and subject to Section 2.07 of the Indenture, the Trustee, upon receipt of an Officers’ Certificate evidencing such determination by the Company, shall authenticate and deliver the Notes in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. Upon the exchange of the Global Note for such Notes in definitive registered form without coupons, in authorized denominations, the Global Note shall be canceled by the Trustee. Such Notes in definitive registered form issued in exchange for the Global Note shall be registered in such names and in such authorized denominations as the U.S. or Common Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the U.S. or Common Depositary for delivery to the Persons in whose names such Securities are so registered.

SECTION 2.5 Interest .

(a) Each Note shall bear interest at the rate of 8.60% per annum (the “Coupon Rate”) from August 20, 2009 until the principal thereof becomes due and payable, and on any overdue principal and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at the Coupon Rate, compounded semi-annually, payable semi-annually in arrears on February 15 and August 15 of each year (each, an “Interest Payment Date”), beginning, on February 15, 2010, to the Person in whose name such Note or any predecessor Note is registered at the close of business on the regular record date for such interest installment. Notwithstanding the foregoing sentence, if the Securities are no longer in book-entry only form, the relevant record dates shall be February 1 and August 1 prior to the regular Interest Payment Date.

(b) The amount of interest payable for any period shall be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full semi-annual period for which interest is computed, shall be computed on the basis of the actual number of days elapsed in such a 30-day period. In the event that any date on which interest is payable on the Notes is not a business day, then payment of interest payable on such date shall be made on the next succeeding day which is a business day (and without any interest or other payment in respect of any such delay), except that, if such business day is in the next succeeding calendar year, such payment shall be made on the immediately preceding business day, in each case with the same force and effect as if made on such date.

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SECTION 2.6 Redemption

(a) The Notes are redeemable at the option of the Company, subject to the terms and conditions of Article III of the Indenture, in whole at any time or in part from time to time prior to the Maturity Date, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes so redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any such portion of such payments of interest accrued as of the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate, plus 50 basis points, plus an amount equal to accrued and unpaid interest thereon to the redemption date. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the Holders as of the close of business on the relevant record date according to the Notes and the Indenture.

(b) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes shall be selected by the Trustee by a method the Trustee deems appropriate.

SECTION 2.7 Events of Default .

An Event of Default with respect to the Notes shall be (i) an Event of Default as defined under Section 6.01(a), (b), (c), (d) or (e) of the Indenture, or (ii) an event of default as defined in any mortgage, indenture, or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the Company or any Principal Subsidiary for money borrowed, whether such indebtedness currently exists or shall be created in the future, which has occurred and has resulted in such indebtedness becoming or being declared due and payable.

SECTION 2.8 Limitations on Liens .

The Company, or any successor corporation, shall not, and shall not permit any subsidiary to, create, assume, incur or guarantee any indebtedness for borrowed money secured by a pledge, lien or other encumbrance, except for Permitted Liens, on the voting securities of any Principal Subsidiary unless the Company causes the Notes (and if the Company so elects, any other of the Company’s indebtedness ranking on a parity with the Notes) to be secured equally and ratably with (or, at the Company’s option, prior to) any indebtedness secured thereby.

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ARTICLE 3

EXPENSES

SECTION 3.1 Payment of Expenses .

In connection with the offering, sale and issuance of the Notes, the Company, in its capacity as borrower with respect to the Notes, shall pay all costs and expenses relating to the offering, sale and issuance of the Notes, including commissions to the underwriters payable pursuant to the Underwriting Agreement and the compensation of the Trustee under the Indenture in accordance with the provisions of Section 6.06 of the Indenture.

SECTION 3.2 Payment Upon Resignation or Removal .

Upon termination of this First Supplemental Indenture or the Indenture or the removal or resignation of the Trustee, unless otherwise stated, the Company shall pay to the Trustee all amounts accrued to the date of such termination, removal or resignation.

ARTICLE 4

FORM OF NOTE

SECTION 4.1 Form of Note .

The Notes and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the following forms:

(FORM OF FACE OF NOTE)

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.

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (55 Water Street, New York, New York) (“DTC”), to the Company or its agent for