AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“ Amendment No. 1 ”) is dated as of June 17, 2009 by and among RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “ Borrower ”), the Lenders named on the signature pages hereto (the “ Lenders ”), and JPMORGAN CHASE BANK, N.A., individually and as administrative agent (the “ Agent ”) for the Lenders.

WHEREAS, the Borrower, the Agent and the Lenders are parties to that certain Credit Agreement dated as of February 6, 2009 (the “ Credit Agreement ”); and

WHEREAS, the parties desire to effect certain amendments to the Credit Agreement as set forth herein.

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement.

2.1.   (a) The definition of “FDIC-Guaranteed Term Notes” in Section 1.01 of the Credit Agreement is hereby amended by substituting the date "December 31, 2012" for the existing date “June 30, 2012.”

(b) The definitions “TARP” and “TARP Preferred Stock” in Section 1.01 of the Credit Agreement are hereby deleted, and the following references to “TARP Preferred Stock” are hereby deleted: the phrase “and (iii) any TARP Preferred Stock,” in the definition of “Net Cash Capital” and the phrase “(including TARP Preferred Stock)” in the definition of “Shareholders’ Equity.”  In addition, the word “and” is hereby inserted before clause (ii) of the definition of “Net Cash Capital” in Section 1.01 of the Credit Agreement.

2.2.   The condition set forth in Subsection 4.02(a) of the Credit Agreement (required approval of Borrower's application to participate in the TARP Capital Purchase Program) is hereby deleted in its entirety and Subsections 4.02(b), (c) and (d) are hereby redesignated as 4.02(a), (b) and (c), respectively.

2.3.   Section 6.02 of the Credit Agreement is hereby amended by modifying subsection (iv) of the second sentence thereof to read as follows:

“(iv) fund Subsidiary capital contributions, except for up to $10,000,000 of such capital contributions where no regulatory limitation on repayment is applicable.”

2.4.   Subsection 6.11(a)(ii) of the Credit Agreement is hereby amended in its entirety to read as follows:

“(A) FDIC-Guaranteed Term Notes and (B) other unsecured term Indebtedness of the Borrower with a minimum maturity of five years in an aggregate principal amount not exceeding $300,000,000 and containing no covenants or events of default that are more restrictive than those contained in this Agreement; provided , however , that the aggregate principal amount of such other term Indebtedness and FDIC-Guaranteed Term Notes shall not exceed $450,000,000 at any time outstanding.”

2.5.   Clause (b) of Subsection 6.20.7 of the Credit Agreement is hereby amended to read as follows:

“(b) a ratio of (i) RJ Bank's allowance for loan losses to (ii) RJ Bank's total nonperforming loans of greater than 75% (seventy-five percent).”

2.6.   Section 6.21 of the Credit Agreement is hereby amended in its entirety to read as follows:

“SECTION 6.21   Borrower and RJ Bank Well Capitalized .  (a) The Borrower, Raymond James Trust, N.A. and any other banking Subsidiary of the Borrower shall each at all times after the date hereof maintain a status of “well capitalized” or any higher required capital requirement standard as such term or standard is from time to time defined or imposed by the Board, OTS, OCC and any other regulatory body with supervisory authority over such entities.

(b) The Borrower shall cause RJ Bank at all times after the date hereof to maintain the greater of (i) a status of “well capitalized” as such term is from time to time defined by the OTS, OCC, Board  and any other regulatory body with supervisory authority over RJ Bank, or (ii) a minimum of (A) a total risk-based capital ratio of 10.00% from June 17, 2009 to September 30, 2009, 10.50% from September 30, 2009 to December 31, 2009, and 10.75% from December 31, 2009 to the Maturity Date (or such higher total risk-based capital ratio percentage as may be required during any such period by the OTS, OCC and any other regulatory body with supervisory authority over RJ Bank); and (B) a Tier I capital ratio of at least 7% (or such higher Tier I capital ratio percentage as may be required from time to time by the OTS, OCC and any other regulatory body with supervisory authority over RJ Bank); and (C) a Tier I leverage ratio of at least 6% (or such higher Tier 1 leverage ratio percentage as may be required from time to time by the OTS, OCC and any other regul