EMPLOYMENT AGREEMENT

Stifel Financial Corp.
Exhibit 10(p)

Employment agreement with Richard Himelfarb

[Stifel Financial Corp. logo]

August 16, 2005

Confidential

Richard Himelfarb

c/o Legg Mason Wood Walker, Inc.
100 Light Street
Baltimore, MD 21202

Dear Richard:

            Stifel Financial Corp., a Delaware corporation ("Stifel Financial"), has been negotiating a transaction (the "Legg Mason Capital Markets Transaction") with Citigroup Inc. ("Citigroup") whereby Stifel Financial would acquire the capital markets business of Legg Mason, Inc. ("Legg Mason"). This business is referred to in this letter as the "Legg Mason Capital Markets Business". Closing of the Legg Mason Capital Markets Transaction is expected to occur concurrently with the sale of the Legg Mason Wood Walker Inc. retail brokerage business to Citigroup (the "Citigroup Transaction").

            In order for these negotiations and the ultimate transaction to be successful, Stifel Financial, Legg Mason and Citigroup strongly desire your agreement, and the agreement of a number of other key employees of the Legg Mason Capital Markets Business (including a number of key employees within each of the equity, tax-exempt fixed income and taxable fixed income groups), to remain employed in the Legg Mason Capital Markets Business, which will be a critical component of the capital markets business of our subsidiary Stifel Nicolaus, Incorporated (collectively, with Stifel Financial, "Stifel") following the completion of the Legg Mason Capital Markets Transaction. It is our desire to effect a transfer of substantially all executives and key employees of the Legg Mason Capital Markets Business. With significant help from the senior leadership team of the Legg Mason Capital Markets Business, we have structured and are offering a package that is designed to provide substantial benefits, including a material equity ownership stake in Stifel, that we believe you will find very attractive.

            We are very excited to make you an offer of employment in the combined capital markets group which, except as otherwise described in this letter , will be effective immediately upon the transfer of the Legg Mason Capital Markets Business to Stifel on the terms described in this letter. This transfer is expected to occur concurrently with the closing of the Citigroup Transaction, but may occur prior or subsequent thereto (the effective date of the transfer being referred to in this letter as the "Effective Date"). As you certainly will understand, except as otherwise stated in this letter , this employment offer is conditioned upon, and will be effective immediately following, the closing of the transfer of the Legg Mason Capital Markets Business to Stifel. Stifel's employment offer to you is also conditioned upon a sufficient number of key employees, as determined by Stifel, within your group ( i.e. , within the equity, tax-exempt fixed income or taxable fixed income group, as applicable) entering into similar letter agreements with Stifel.

            We emphasize that the contents of this letter and these discussions are of a confidential nature and should not be discussed by you except with your personal advisers with whom you enjoy a legally confidential relationship (such as an attorney or accountant) and who agree to be bound by this confidentiality restriction. We also note that you are bound by a confidentiality agreement relating to the possible sale of the Legg Mason Capital Markets Business. That agreement remains in effect.

            Our proposal is summarized below:

1. 1. Position; Responsibilities; Reporting . You will be the Head of Investment Banking at Stifel, and you will report directly to Stifel's CEO. You will remain based at your current location.
   2. Base Compensation . Your base annual salary shall be $250,000, payable bi-monthly during the term of your employment by Stifel in accordance with Stifel's customary policies. Base salary will be subject to annual review under Stifel's employment policies.
   3. Bonus Compensation .

            Stifel will pay annual bonuses during the term of your employment by Stifel pursuant to the policies described in this paragraph (3) and in paragraph (4). The payment of bonuses will be performance based and determined and calculated on a basis consistent with the methodology and formulas used by Legg Mason Capital Markets in the past, except as provided below. Stifel pays bonuses based upon calendar year performance. These bonuses are paid during the month of February following the close of the calendar year in which the services were performed. It will be the responsibility of Legg Mason to compensate you for services rendered through the Effective Date, including any bonus payments applicable to such periods.

            In the event the Effective Date occurs prior to December 31, 2005, as we expect it will, and subject to the other terms of this letter , Stifel will pay you, in February 2006, a stub period bonus for the period from the Effective Date through December 31, 2005. (the "2005 Stub Period"). In the unlikely event that the Effective Date occurs on or after January 1, 2006, the 2006 bonus payment by Stifel will be calculated and paid in accordance with this paragraph (3) for the period in 2006 following the Effective Date during which you were employed by Stifel . These bonuses payable for annual performance are payable no later than the date that bonuses are paid to other personnel at Stifel, and will be subject to a limited offset for any partial payments or advances of annual bonus (including the interim bonus for the 2006 Stub Period as described below ), but not for any other payments to you under this letter . All bonus payments under this paragraph (3) shall be subject to partial deferral and company match under Stifel's wealth accumulation plan, as described in paragraph (4) below.

            With respect to the bonus payable with respect to your performance in 2006, and subject to the other terms of this employment agreement, Stifel will pay you as an interim bonus (to be credited against your full year bonus entitlement) in August 2006 with respect to the period from the later of the Effective Date or January 1, 2006 through June 30, 2006 (the "2006 Stub Period"). This interim bonus will be in the amount of 75% of the amount otherwise calculated and payable for the 2006 Stub Period.

            In the event of a termination of the employment agreement by you or by Stifel (except in the case of a termination of such employment agreement by Stifel without Cause (as defined below), by you for Good Reason (as defined below) or by reason of your death or disability), such bonus shall only be earned and payable if you are employed by Stifel on the date that the bonus is paid . In the event of a termination of employment by Stifel without Cause or a termination by you for Good Reason, you will be entitled to a partial bonus for the period from the start of the compensation year in question through the termination date calculated and paid in accordance with this paragraph (3). However, in all cases, for the compensation year (or partial year) ending on the third anniversary of the Effective Date, in order to be entitled to payment of a bonus for that period, you must remain employed by Stifel through the third anniversary date only, and are not required to be employed on the normal bonus payment date.

1. 4. Deferred Compensation . The annual bonus amounts are subject to Stifel's wealth accumulation plan . Up to 15% of your bonus (to the extent payable pursuant to paragraph (3)) will be deferred and payable in Stifel common stock (vesting in equal annual installments on the first, second and third anniversaries of issuance). In addition, Stifel will match 25% of the amount contributed to the deferred compensation plan, which amount shall vest at the same time as your deferrals vest (i.e., annually on the first, second and third anniversaries of issuance). The award agreements will provide that the stock will fully vest upon a change of control of Stifel. The wealth accumulation plan is described in Exhibit A to this letter.
   5. Equity Grant . Subject to satisfaction of tax withholding requirements as described in this paragraph (5), you will receive (a) 20,000 Stifel Stock Units pursuant to Stifel's 2001 Amended and Restated Stock Incentive Plan (each Stock Unit representing the right to receive one share of Stifel common stock as of the vesting dates described below without cash payment by you), which number reflects an assumed common stock price of $25 per share, plus, (b) in the event you elect to participate in the private placement described in paragraph (6) below, an additional amount of Stock Units equal to 50% of the actual number of shares you elect to purchase in such private placement. Subject to the other terms of this employment agreement, these Stifel Stock Units will become fully vested in equal installments on the first, second and third anniversaries of issuance. The award agreements will provide that the stock will fully vest upon a change of control of Stifel. The 2001 Amended and Restated Stock Incentive Plan is attached as Exhibit B to this letter.

            You acknowledge and agree that the appropriate tax withholding obligations will be met by the withholding of shares granted to you pursuant to this paragraph (5), or at your election, in cash withheld from other payments due you or paid to Stifel by you. In addition, your ownership of these shares would be subject to the ownership guidelines set forth on Exhibit C hereto.

1. 6. Opportunity to Purchase Stifel Stock . On the date of your signing of this letter agreement, Stifel will make 80,000 shares of Stifel's common stock available for purchase by you at a purchase price per share