AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

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This AMENDMENT NO. 1 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“ Amendment No. 1 ”) is dated as of October 11, 2006 by and among RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “ Borrower ”), the Lenders named on the signature page hereto (the “ Lenders ”), and JPMORGAN CHASE BANK, N.A., individually and as administrative agent (the “ Agent ”) for the Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower, the Agent and the Lenders are parties to that certain Amended and Restated Revolving Credit Agreement dated as of October 13, 2005 (the “ Credit   Agreement ”); and

WHEREAS, the parties desire to make certain modifications to the Credit Agreement, including an extension of the Facility Termination Date to October 9, 2007, and to waive compliance with certain provisions of the Credit Agreement prior to their amendment 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.    The definition of “Eurodollar Rate” in Article I of the Credit Agreement is hereby amended in its entirety to read as follows:

“‘Eurodollar Rate’ means, with respect to a Eurodollar Advance for the relevant Interest Period, the sum of (a) the quotient of (i) the Eurodollar Base Rate applicable to such Interest Period, divided by (ii) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (b) (i) 0.75% per annum during any period when the outstanding principal amount of the Advances is less than 50% of the Aggregate Commitment and (ii) 0.875% per annum during any period when the outstanding principal amount of the Advances is greater than or equal to 50% of the Aggregate Commitment.

2.2.    The definition of “Facility Termination Date” in Article I of the Credit Agreement is hereby amended in its entirety to read as follows:

“‘Facility Termination Date’ means October 9, 2007 or any later date as may be specified as the Facility Termination Date in accordance with Section 2.18 or any earlier date on which the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to the terms hereof.”

2.3.    The definition of “Fiscal Year” in Article I of the Credit Agreement is hereby amended in its entirety to read as follows:

“‘Fiscal Year’ means the twelve-month accounting period ending on the last day of September of each year.”

2.4.    The proviso clause at the end of the definition of “Investment” in Article I of the Credit Agreement is hereby amended by deleting the phrase “as heretofore conducted” so that such clause reads in its entirety as follows:

“ provided , however , that in regard to clauses (b), (c) and (d), ‘Investment’ shall not include any such securities, accounts or instruments owned or acquired by the Borrower or its Subsidiaries in the ordinary course of its business, including but not limited to the market making activities of RJA.”

2.5.    The second sentence of Section 2.7 (up to and including the colon) is hereby amended to read as follow:

“The Borrower shall give the Agent irrevocable telephone notice not later than 11:00 a.m. (New York time) on the Borrowing Date of each Floating Rate Advance and three Business Days before the Borrowing Date for each Eurodollar Advance, such notice to be promptly confirmed in writing substantially in the form of Exhibit A (a “ Borrowing/Election Notice ”), specifying:”

2.6.    Section 5.8 of the Credit Agreement entitled “Litigation and Contingent Obligations” is hereby amended by inserting the following clause at the beginning of the first sentence of such Section:

“Except as described in the “Legal Proceedings” section of the Borrower’s Exchange Act reports filed with the Commission during the twelve-month period ended June 30, 2006, there is no litigation . . .”

2.7.    Section 5.13 of the Credit Agreement entitled “Investment Company” is hereby amended in its entirety to read as follows:

“5.13. Investment Company . Neither the Borrower nor any Subsidiary is, or after giving effect to any Advance will be, subject to registration or regulation under (i) the Investment Company Act of 1940, as amended, or (ii) any other foreign, federal or state statute or regulation which limits its ability to incur indebtedness or consummate the transactions contemplated hereby.”

2.8.    Section 5.16 of the Credit Agreement entitled “Insurance” is hereby amended in its entirety to read as follows:

“5.16. Insurance . The Borrower and its Subsidiaries maintain with financially sound and reputable insurance companies insurance on their Property in such amounts and covering such risks as is reasonably consistent with sound business practice, except to the extent that wind and flood insurance coverage is not available on commercially reasonable terms.”

2.9.    Subsection (a) of Section 6.1 of the Credit Agreement entitled "Financial Reporting" is hereby amended in its entirety to read as follows:

“(a) As soon as practicable and in any event within 75 days after the close of each of its Fiscal Years, an unqualified audit report from KPMG LLP, PricewaterhouseCoopers LLP, Ernst & Young LLP or Deloitte & Touche LLP prepared in accordance with Agreement Accounting Principles on a consolidated and consolidating basis (consolidating statements need not be certified by such accountants) for itself and its Subsidiaries, including balance sheets as of the end of such period and related statements of income, changes in shareholders' equity and cash flows, and accompanied by any management letter prepared by said accountants (when available).”

2.10.    Section 6.6 of the Credit Agreement entitled “Insurance” is hereby amended in its entirety to read as follows:

“6.6. Insurance . The Borrower will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance in such amounts and covering such risks as is reasonably consistent with sound business practice, except to the extent that wind and flood insurance coverage is not available on commercially reasonable terms, and the Borrower will furnish to the Agent and any Lender upon request full information as to the insurance carried.”

2.11.    Section 6.10 of the Credit Agreement entitled “Ownership of Subsidiaries” is hereby amended in its entirety to read as follows:

“6.10. Ownership of Subsidiaries . The Borrower will continue to own, directly or indirectly, beneficially and of record, free and clear of all Liens and restrictions, at least 75% of the outstanding shares of capital stock of each of RJA and RJFS.”

2.12.    Subsection (h) of Section 6.11 of the Credit Agreement entitled “Indebtedness” is hereby amended in its entirety to read as follows:

“(h) Indebtedness of any Subsidiary for borrowed money from the Borrower which is not subordinated by its terms to other Indebtedness of such Subsidiary, except for Indebtedness not exceeding CDN. $155,000,000 of Raymond James Ltd./Raymond James Ltée. (Canadian Subsidiary) for borrowed money from the Borrower (or an Affiliate of the Borrower) which is subordinated by its terms to other Indebtedness of such Subsidiary;”

2.13.    Subsection (i) of Section 6.11 of the Credit Agreement entitled “Indebtedness” is hereby amended in its entirety to read as follows:

“(i) Additional mortgage Indebtedness in an aggregate principal amount not exceeding $50,000,000, the proceeds of which are used for the expansion of the Borrower’s corporate headquarters;”

2.14.    Section 6.11 of the Credit Agreement entitled “Indebtedness” is hereby further amended by deleting existing subsection (k), deleting the word “and” at the end of subsection (j), and inserting the following new subsections (k) and (l) to read as follows:

“(k) Indebtedness related to investments in real estate partnerships owed by variable interest entities of the Borrower in an aggregate principal amount not exceeding the value of associated assets reflected on the Borrower's balance sheet; and

(l) Unsecured Indebtedness not otherwise permitted by this Section   6.11 in an aggregate principal amount not exceeding $10,000,000.”

2.15.    Clause (a) of Section 6.12 of the Credit Agreement entitled “Merger” is hereby amended in its en